|EXHIBIT 4.o
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| | U.S.
SECURITY AGREEMENT dated as of March 2, 2001 among CROWN CORK & SEAL COMPANY,
INC., a Pennsylvania corporation (CCSC), each Domestic Subsidiary of
CCSC listed on Schedule I hereto (CCSC and such Domestic Subsidiaries are referred to
collectively herein as the Grantors) and THE CHASE MANHATTAN BANK
(Chase), as collateral agent (in such capacity, the Collateral
Agent) for the Secured Parties (as defined herein).
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Reference is
made to (a) the Credit Agreement dated as of February 4, 1997, as amended
and restated as of March 2, 2001 (as amended, supplemented or otherwise
modified from time to time, the Credit Agreement), among
CCSC, certain Subsidiaries of CCSC which are borrowers thereunder (the
Subsidiary Borrowers and, together with CCSC, the
Borrowers), the lenders from time to time party thereto (the
Lenders) and Chase, as administrative agent (in such
capacity, the Administrative Agent), and (b) the U.S.
Guarantee Agreement dated as of March 2, 2001 (as amended, supplemented or
otherwise modified from time to time, the Guarantee
Agreement), among the Subsidiaries of CCSC party thereto (the
Subsidiary Guarantors) and Chase, as collateral agent.

The Lenders have
agreed to make Loans to the Borrowers, and the Issuing Bank has agreed to issue
Letters of Credit for the account of the Borrowers, pursuant to, and upon the
terms and subject to the conditions specified in, the Credit Agreement. Each of
the Subsidiary Guarantors has agreed to guarantee, among other things, all the
obligations of the Borrowers under the Credit Agreement. The obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are
conditioned upon, among other things, the execution and delivery by the Grantors
of an agreement in the form hereof to secure (a) the due and punctual payment by
the Borrowers of (i) the principal of and premium, if any, and interest
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (ii) each payment required to be made by the Borrowers under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon and
obligations to provide cash collateral and (iii) all other monetary obligations,
including fees, costs, expenses and indemnities, whether primary, secondary,
direct, contingent, fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding), of
the Borrowers to the Secured Parties under the Credit Agreement and the other
Loan Documents, (b) the due and punctual performance of all covenants,
agreements, obligations and liabilities of the Borrowers under or pursuant to
the Credit Agreement and the other Loan Documents, (c) the due and punctual
payment and performance of all the covenants, agreements, obligations and
liabilities of each Subsidiary Guarantor under or pursuant to the Guarantee
Agreement and the other Loan Documents, (d) the due and punctual payment and
performance of all monies, obligations and other liabilities of CCSC or any of
its Subsidiaries under each Hedging Agreement existing on the date hereof with
any counterparty that was a Lender or an Affiliate of a Lender on the date
hereof and each Hedging Agreement entered into with any counterparty that was a
Lender or an Affiliate of a Lender at the time such Hedging Agreement was
entered into and (e) the due and punctual payment and performance of all

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monies, obligations and other liabilities in respect of
overdrafts and related liabilities and obligations arising from treasury,
depository and cash management services which are in existence on the date
hereof owed by CCSC or any of its Subsidiaries to any entity that was a Lender
or an Affiliate of a Lender on the date hereof and all such obligations owed by
CCSC or any of its Subsidiaries to any entity that was a Lender or an Affiliate
of a Lender at the time such obligations arose (all the monetary and other
obligations described in the preceding clauses (a) through (e) being
collectively called the Obligations).

Accordingly, the
Grantors and the Collateral Agent, on behalf of itself and each Secured Party
(and each of their respective successors or assigns), hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01.
Definition of Terms Used Herein. Unless the context otherwise requires,
all capitalized terms used but not defined herein shall have the meanings set
forth in the Credit Agreement and all references to the Uniform Commercial Code
shall mean the Uniform Commercial Code in effect in the State of New York as of
the date hereof.

SECTION 1.02. Definition
of Certain Terms Used Herein. As used herein, the following terms shall have the
following meanings:

Account
Debtor shall mean any Person who is or who may become obligated to any
Grantor under, with respect to or on account of an Account.

Accounts
shall mean any and all right, title and interest of any Grantor to payment for
goods and services sold or leased, including any such right evidenced by chattel
paper, whether due or to become due, whether or not it has been earned by
performance, and whether now or hereafter acquired or arising in the future,
including accounts receivable from Affiliates of the Grantors; provided
that Accounts shall not include any Receivable Assets that have been
sold or otherwise transferred in connection with, or are subject to any Liens
created pursuant to or in accordance with, any Permitted Receivables Financing.

Accounts
Receivable shall mean all Accounts and all right, title and interest
in any returned goods, together with all rights, titles, securities and
guarantees with respect thereto, including any rights to stoppage in transit,
replevin, reclamation and resales, and all related security interests, liens and
pledges, whether voluntary or involuntary, in each case whether now existing or
owned or hereafter arising or acquired.

Collateral
shall mean all (a) Accounts Receivable, (b) Documents,
(c) Equipment, (d) General Intangibles, (e) Inventory,
(f) cash and cash accounts, (g) Investment Property,
(h) Proceeds, (i) chattel paper, (j) letters of credit,
(k) letter-of- credit rights and (l) other personal property;
provided that Collateral shall not include any Receivable
Assets that have been sold or otherwise transferred in connection with, or

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are subject to any Liens created pursuant to or in accordance with, any
Permitted Receivables Financing.

Collateral
Sharing Agreement shall mean the Collateral Sharing Agreement to be
executed and delivered by the Collateral Agent and CCSC, substantially in the
form of Exhibit C to the Credit Agreement.

Commodity
Account shall mean an account maintained by a Commodity
Intermediary in which a Commodity Contract is carried out for a Commodity
Customer.

Commodity
Contract shall mean a commodity futures contract, an
option on a commodity futures contract, a commodity option or any other contract
that, in each case, is (a) traded on or subject to the rules of a board of trade
that has been designated as a contract market for such a contract pursuant to
the federal commodities laws or (b) traded on a foreign commodity board of
trade, exchange or market, and is carried on the books of a Commodity
Intermediary for a Commodity Customer.

Commodity
Customer shall mean a Person for whom a Commodity
Intermediary carries a Commodity Contract on its books.

Commodity
Intermediary shall mean (a) a Person who is registered
as a futures commission merchant under the federal commodities laws or (b) a
Person who in the ordinary course of its business provides clearance or
settlement services for a board of trade that has been designated as a contract
market pursuant to federal commodities laws.

Copyright
License shall mean any written agreement, now or hereafter in effect,
granting any right to any third party under any Copyright now or hereafter owned
by any Grantor or which such Grantor otherwise has the right to license, or
granting any right to such Grantor under any Copyright now or hereafter owned by
any third party, and all rights of such Grantor under any such agreement.

Copyrights
shall mean all of the following now owned or hereafter acquired by any Grantor:
(a) all copyright rights in any work subject to the copyright laws of the United
States, whether as author, assignee, transferee or otherwise, and (b) all
registra tions and applications for registration of any such copyright in the
United States, including registrations, recordings, supplemental registrations
and pending applications for registration in the United States Copyright Office,
including those listed on Schedule II.

Credit
Agreement shall have the meaning assigned to such term in the
preliminary statement of this Agreement.

Documents
shall mean all instruments, files, records, ledger sheets and documents
evidencing, covering or relating to any of the Collateral.

Entitlement
Holder shall mean a Person identified in the records of
a Securities Intermediary as the Person having a Security Entitlement against
the Securities Intermediary. If a Person acquires a Security Entitlement by
virtue of Section 8-501(b)(2) or (3) of the Uniform Commercial Code, such Person
is the Entitlement Holder.

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Equipment
shall mean all equipment, furniture and furnishings, and all tangible personal
property similar to any of the foregoing, including tools, parts and supplies of
every kind and description, and all improvements, accessions or appurtenances
thereto, that are now or hereafter owned by any Grantor. The term Equipment
shall include Fixtures.

Exempted
Indebtedness shall mean any Indebtedness or other obligation which
would be considered Exempted Indebtedness under (and as defined in)
any indenture, agreement or instrument governing or evidencing any Public Debt.

Financial
Assetshall mean (a) a Security, (b) an obligation of a
Person or a share, participation or other interest in a Person or in property or
an enterprise of a Person, which is, or is of a type, dealt with in or traded on
financial markets, or which is recognized in any area in which it is issued or
dealt in as a medium for investment or (c) any property that is held by a
Securities Intermediary for another Person in a Securities Account if the
Securities Intermediary has expressly agreed with the other Person that the
property is to be treated as a Financial Asset under Article 8 of the Uniform
Commercial Code. As the context requires, the term Financial Asset shall mean
either the interest itself or the means by which a Persons claim to it is
evidenced, including a certificated or uncertificated Security, a certificate
representing a Security or a Security Entitlement.

Fixtures
shall mean all items of Equipment, whether now owned or hereafter acquired, of
any Grantor that become so related to particular real estate that an interest in
them arises under any real estate law applicable thereto.

General
Intangibles shall mean all choses in action and causes of action and
all other assignable intangible personal property of any Grantor of every kind
and nature (other than Accounts Receivable) now owned or hereafter acquired by
any Grantor, including all rights and interests in partnerships, limited
partnerships, limited liability companies and other unincorporated entities,
corporate or other business records, indemnification claims, contract rights
(including rights under leases, whether entered into as lessor or lessee,
Hedging Agreements and other agreements), Intellectual Property, goodwill,
registrations, franchises, tax refund claims and any letter of credit,
guarantee, claim, security interest or other security held by or granted to any
Grantor to secure payment by an Account Debtor of any of the Accounts
Receivable.

Intellectual
Property shall mean all intellectual and similar property of any
Grantor of every kind and nature now owned or hereafter acquired by any Grantor,
including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade
secrets, confidential or proprietary technical and business information,
know-how, show-how or other data or information, software and databases and all
embodiments or fixations thereof and related documentation, registrations and
franchises, and all additions, improvements and accessions to, and books and
records describing or used in connection with, any of the foregoing.

Inventory
shall mean all goods of any Grantor, whether now owned or hereafter acquired,
held for sale or lease, or furnished or to be furnished by any Grantor under
contracts of service, or consumed in any Grantors business, including raw
materials, intermediates, work in process, packaging materials, finished goods,
semi-finished inventory, scrap inventory, manufacturing supplies and spare
parts, and all such goods that have been returned to or repossessed by or on
behalf of any Grantor.

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Investment
Property shall mean all Securities (whether certificated
or uncertificated), Security Entitlements, Securities Accounts, Commodity
Contracts and Commodity Accounts of any Grantor, whether now owned or hereafter
acquired by any Grantor.

License
shall mean any Patent License, Trademark License, Copyright License or other
license or sublicense to which any Grantor is a party, including those listed on
Schedule III (other than those license agreements in existence on the date
hereof and listed on Schedule III and those license agreements entered into
after the date hereof, which by their terms prohibit assignment or a grant of a
security interest by such Grantor as licensee thereunder).

Obligations
shall have the meaning assigned to such term in the preliminary statement of
this Agreement.

Other
Obligations shall mean all Obligations that are not Term Loan
Obligations.

Patent
License shall mean any written agreement, now or hereafter in effect,
granting to any third party any right to make, use or sell any invention on
which a Patent, now or hereafter owned by any Grantor or which any Grantor
otherwise has the right to license, is in existence, or granting to any Grantor
any right to make, use or sell any invention on which a Patent, now or hereafter
owned by any third party, is in existence, and all rights of any Grantor under
any such agreement.

Patents
shall mean all of the following now owned or hereafter acquired by any Grantor:
(a) all letters patent of the United States or any other country, all
registrations and recordings thereof, and all applications for letters patent of
the United States, including registrations, recordings and pending applications
in the United States Patent and Trademark Office, including those listed on
Schedule IV, and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions
disclosed or claimed therein, including the right to make, use and/or sell the
inventions disclosed or claimed therein.

Perfection
Certificate shall mean a certificate substantially in the form of
Annex 3 hereto, completed and supplemented with the schedules and attachments
contemplated thereby, and duly executed by a Financial Officer and the chief
legal officer of CCSC.

Principal
Property shall mean any property which would be considered
a Principal Property under (and as defined in) any indenture,
agreement or instrument governing or evidencing any Public Debt.

Proceeds
shall mean any consideration received from the sale, exchange, license, lease or
other disposition of any asset or property that constitutes Collateral, any
value received as a consequence of the possession of any Collateral and any
payment received from any insurer or other Person or entity as a result of the
destruction, loss, theft, damage or other involuntary conversion of whatever
nature of any asset or property which constitutes Collateral, and shall include
(a) all cash and negotiable instruments received by or held on behalf of the
Collateral Agent, (b) any claim of any Grantor against any third party for
(and the right to sue and recover for and the rights to damages

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or profits due
or accrued arising out of or in connection with) (i) past, present or future
infringement of any Patent now or hereafter owned by any
Grantor, or licensed under a Patent License, (ii) past, present or future
infringement or dilution of any Trademark now or hereafter owned by any Grantor
or licensed under a Trademark License or injury to the goodwill associated with
or symbolized by any Trademark now or hereafter owned by any Grantor, (iii)
past, present or future breach of any License and (iv) past, present or future
infringement of any Copyright now or hereafter owned by any Grantor or licensed
under a Copyright License and (c) any and all other amounts from time to time
paid or payable under or in connection with any of the Collateral.

Receivable
Assets shall have the meaning assigned thereto in the Receivables
Contribution and Sale Agreement dated as of January 26, 2001 among CCSC,
Constar, Inc., Risdon-AMS (USA), Inc., Zeller Plastik, Inc. and Crown Cork &
Seal Canada Inc., as the Sellers, Crown Cork & Seal Receivables (DE)
Corporation, as the Buyer, and CCSC, as the Buyers Initial Servicer, as
such agreement may be amended, restated, supplemented or otherwise modified from
time to time, or the meaning for any term that corresponds to such term that is
contained in any agreement corresponding to such Receivables Contribution and
Sale Agreement and entered into pursuant to any Permitted Receivables Financing.

Restricted
Collateral shall mean the collective reference to all Principal
Properties and Restricted Securities.

Restricted
Secured Indebtedness shall mean, at any time, the portion of the
Obligations constituting Exempted Indebtedness that is equal to the maximum
aggregate amount of Exempted Indebtedness that may be secured at such time
without causing any Public Debt to be required to be equally and ratably
secured. Such portion shall be allocated at such time among the Obligations
constituting Exempted Indebtedness as follows: first, such portion shall be
allocated to the Term Loan Obligations constituting Exempted Indebtedness and,
second, to the extent of any excess, ratably among all Other Obligations
constituting Exempted Indebtedness.

Restricted
Securities shall mean any shares of capital stock or evidences of
indebtedness for borrowed money issued by any Restricted Subsidiary and owned by
CCSC or any Restricted Subsidiary.

Restricted
Subsidiary means any Subsidiary of CCSC which would be considered a
Restricted Subsidiary under (and as defined in) any indenture,
agreement or instrument governing or evidencing any Public Debt.

Secured
Parties shall mean (a) the Lenders, (b) the Administrative Agent, (c)
the Collateral Agent, (d) the Issuing Bank, (e) each counterparty to a Hedging
Agreement existing on the date hereof that was a Lender or an Affiliate of a
Lender on the date hereof or otherwise entered into with CCSC or any of its
Subsidiaries if such counterparty was a Lender or an Affiliate of a Lender at
the time the Hedging Agreement was entered into, (f) each Lender or Affiliate of
a Lender to whom obligations in respect of overdrafts and related liabilities
and obligations arising from treasury, depository and cash management services
are owed by CCSC or any of its Subsidiaries if such obligations were in
existence on the date hereof or if the obligee on such obligations was a Lender
or an Affiliate of a Lender at the time such obligation arose, (g) the

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beneficiaries of each indemnification obligation undertaken by any
Grantor under any Loan Document and (h) the successors and assigns of each of the
foregoing.

Securities
shall mean any obligations of an issuer or any shares, participations or other
interests in an issuer or in property or an enterprise of an issuer which (a)
are represented by a certificate representing a security in bearer or registered
form, or the transfer of which may be registered upon books maintained for that
purpose by or on behalf of the issuer, (b) are one of a class or series or by
its terms is divisible into a class or series of shares, participations,
interests or obligations and (c)(i) are, or are of a type, dealt with or trade
on securities exchanges or securities markets or (ii) are a medium for
investment and by their terms expressly provide that they are a security
governed by Article 8 of the Uniform Commercial Code.

Securities
Account shall mean an account to which a Financial Asset
is or may be credited in accordance with an agreement under which the Person
maintaining the account undertakes to treat the Person for whom the account is
maintained as entitled to exercise rights that comprise the Financial Asset.

Security
Entitlements shall mean the rights and property
interests of an Entitlement Holder with respect to a Financial Asset.

Security
Interest shall have the meaning assigned to such term in
Section 2.01.

Securities
Intermediary shall mean (a) a clearing corporation or (b) a
Person, including a bank or broker, that in the ordinary course of its business
maintains securities accounts for others and is acting in that capacity.

Term
Loan Obligations shall mean the portion of the Obligations in respect
of the principal of and interest on the Term Loans.

Trademark
License shall mean any written agreement, now or hereafter in effect,
granting to any third party any right to use any Trademark now or hereafter
owned by any Grantor or which any Grantor otherwise has the right to license, or
granting to any Grantor any right to use any Trademark now or hereafter owned by
any third party, and all rights of any Grantor under any such agreement.

Trademarks
shall mean all of the following now owned or hereafter acquired by any Grantor:
(a) all trademarks, service marks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, trade dress, logos,
other source or business identifiers, designs and general intangibles of like
nature, now existing or hereafter adopted or acquired, all registrations and
recordings thereof, and all registration and recording applications filed in
connection therewith, including registrations and registration applications in
the United States Patent and Trademark Office or any State of the United States,
and all extensions or renewals thereof, including those listed on
Schedule V, (b) all goodwill associated therewith or symbolized thereby and
(c) all other assets, rights and interests that uniquely reflect or embody such
goodwill.

Unrestricted
Collateral shall mean all Collateral other than Restricted Collateral.

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SECTION 1.03. Rules of
Interpretation. The rules of interpretation specified in Section 1.03 of the Credit
Agreement shall be applicable to this Agreement.

ARTICLE II

Security Interest

SECTION 2.01.
Security Interest. (a)  As security for the payment or performance,
as the case may be, in full of the Term Loan Obligations, each Grantor hereby
bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates
and transfers to the Collateral Agent for the ratable benefit of the Secured
Parties that are Term Lenders, and hereby grants to the Collateral Agent for the
ratable benefit of the Secured Parties that are Term Lenders, a first priority
security interest in, all of such Grantors right, title and interest in,
to and under the Collateral. In addition, as security for the payment or
performance, as the case may be, in full of the Other Obligations, each Grantor
hereby bargains, sells, conveys, sets over, mortgages, pledges, hypothecates and
transfers to the Collateral Agent for the ratable benefit of the Secured
Parties, and hereby grants to the Collateral Agent for the ratable benefit of
the Secured Parties, a second priority security interest in, all of such
Grantors right, title and interest in, to and under the Collateral;
provided that the Liens granted pursuant to this sentence shall be
subject and subordinate to the Liens granted to secure the Term Loan Obligations
pursuant to the immediately preceding sentence. Notwithstanding the foregoing,
(i) subject to clause (iv) below, all the Collateral shall ratably
secure all the Obligations subject to their respective priorities (other than
Obligations constituting Exempted Indebtedness), (ii) subject to
clause (iv) below, all the Unrestricted Collateral shall also ratably
secure the Obligations that constitute Exempted Indebtedness, (iii) subject
to clause (iv) below, all the Restricted Collateral shall also secure the
Restricted Secured Indebtedness and (iv) the foregoing clauses shall not be
construed to affect the priority of the Liens granted hereunder securing Term
Loan Obligations over the Liens granted hereunder to secure Other Obligations,
to the extent such Obligations are secured by the same Collateral after giving
effect to the foregoing clauses. The Liens granted hereunder to secure the Term
Loan Obligations and the Other Obligations are collectively referred to herein
as the Security Interest.

(b) Without
limiting the foregoing, the Collateral Agent is hereby authorized to file one or
more financing statements (including fixture filings), continuation statements,
filings with the United States Patent and Trademark Office or United States
Copyright Office (or any successor office or any similar office in any other
country) or other documents for the purpose of perfecting, confirming,
continuing, enforcing or protecting the Security Interest granted by each
Grantor, without the signature of any Grantor, and naming any Grantor or the
Grantors as debtors and the Collateral Agent as secured party.

SECTION 2.02.
No Assumption of Liability. The Security Interest is granted as security
only and shall not subject the Collateral Agent or any other Secured Party to,
or in any way alter or modify, any obligation or liability of any Grantor with
respect to or arising out of the Collateral.

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ARTICLE III

Representations and Warranties

The Grantors
jointly and severally represent and warrant to the Collateral Agent and the
Secured Parties that:

SECTION 3.01.
Title and Authority. Each Grantor has good and valid rights in and title
to the Collateral with respect to which it has purported to grant a Security
Interest hereunder and has full power and authority to grant to the Collateral
Agent the Security Interest in such Collateral pursuant hereto and to execute,
deliver and perform its obligations in accordance with the terms of this
Agreement, without the consent or approval of any other Person other than any
consent or approval which has been obtained.

SECTION 3.02.
Filings. (a) The Perfection Certificate has been duly prepared, completed
and executed and the information set forth therein is correct and complete.
Fully executed Uniform Commercial Code financing statements (including fixture
filings, as applicable) or other appropriate filings, recordings or
registrations containing a description of the Collateral have been delivered to
the Collateral Agent for filing in each governmental, municipal or other office
specified in Schedule 6 to the Perfection Certificate, which are all the
filings, recordings and registrations (other than filings required to be made in
the United States Patent and Trademark Office and the United States Copyright
Office in order to perfect the Security Interest in Collateral consisting of
United States Patents, Trademarks and Copyrights) that are necessary to publish
notice of and protect the validity of and to establish a legal, valid and
perfected security interest in favor of the Collateral Agent (for the benefit of
the Secured Parties as provided in Section 2.01) in respect of all
Collateral in which the Security Interest may be perfected by filing, recording
or registration in the United States (or any political subdivision thereof) and
its territories and possessions, and, subject to changes under applicable law
after the date hereof, no further or subsequent filing, refiling, recording,
prerecording, registration or preregistration is necessary in any such
jurisdiction, except as provided under applicable law with respect to the filing
of continuation statements.

(b) Each Grantor
represents and warrants that fully executed security agreements in the form
hereof and containing a description of all Collateral consisting of Intellectual
Property with respect to United States Patents and United States registered
Trademarks (and Trademarks for which United States registration applications are
pending) and with respect to United States registered Copyrights have been
delivered to the Collateral Agent for recording by the United States Patent and
Trademark Office and the United States Copyright Office pursuant to 35 U.S.C.
§ 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the
regulations thereunder, as applicable, and otherwise as may be required pursuant
to the laws of any other necessary jurisdiction, to protect the validity of and
to establish a legal, valid and perfected security interest in favor of the
Collateral Agent (for the benefit of the Secured Parties as provided in
Section 2.01) in respect of all Collateral consisting of Patents,
Trademarks and Copyrights in which a security interest may be perfected by
filing, recording or registration in the United States (or any political
subdivision thereof) and its territories and possessions, or in any other
necessary jurisdiction, and no further or subsequent filing, refiling,
recording, prerecording, registration or preregistration is necessary (other
than such actions as are necessary to perfect the Security Interest with respect
to any Collateral consisting of Patents,

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Trademarks and Copyrights (or registration or application for
registration thereof) acquired or developed after the date hereof).

SECTION 3.03.
Validity of Security Interest. The Security Interest constitutes (a) a
legal and valid security interest in all the Collateral securing the payment and
performance of the Obligations (subject to the priorities and limitations set
forth in Section 2.01), (b) subject to the filings described in
Section 3.02 above, a perfected security interest in all Collateral in
which a security interest may be perfected by filing, recording or registering a
financing statement or analogous document in the United States (or any political
subdivision thereof) and its territories and possessions pursuant to the Uniform
Commercial Code or other applicable law in such jurisdictions and (c) a security
interest that shall be perfected in all Collateral in which a security interest
may be perfected upon the receipt and recording of this Agreement with the
United States Patent and Trademark Office and the United States Copyright
Office, as applicable. The Security Interest is and shall be prior to any other
Lien on any of the Collateral, other than Liens expressly permitted to be prior
to the Security Interest pursuant to Section 6.02 of the Credit Agreement
or otherwise having priority under applicable law.

SECTION 3.04.
Absence of Other Liens. The Collateral is owned by the Grantors free and
clear of any Lien, except for Liens expressly permitted pursuant to
Section 6.02 of the Credit Agreement. The Grantors have not filed or
consented to the filing of (a) any financing statement or analogous document
under the Uniform Commercial Code or any other applicable laws covering any
Collateral, (b) any assignment in which any Grantor assigns any Collateral
or any security agreement or similar instrument covering any Collateral with the
United States Patent and Trademark Office or the United States Copyright Office
or (c) any assignment in which any Grantor assigns any Collateral or any
security agreement or similar instrument covering any Collateral with any
foreign governmental, municipal or other office, which financing statement or
analogous document, assignment, security agreement or similar instrument is
still in effect, except, in each case, for Liens expressly permitted pursuant to
Section 6.02 of the Credit Agreement.

ARTICLE IV

Covenants

SECTION 4.01.
Change of Name; Location of Collateral; Records; Place of
Business.  (a)  Each Grantor agrees promptly to notify
the Collateral Agent in writing of any change (i) in its 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 its 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 its identity or corporate structure or
(iv) in its Federal Taxpayer Identification Number. Each Grantor 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 first priority security
interest in all the Collateral. Each Grantor agrees promptly to notify the
Collateral Agent

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if any material portion of the Collateral owned or held by such Grantor
is damaged or de stroyed.

(b) Each Grantor
agrees to maintain, at its own cost and expense, such complete and accurate
records with respect to the Collateral owned by it as is consistent with its
current practices and in accordance with such prudent and standard practices
used in industries that are the same as or similar to those in which such
Grantor is engaged, but in any event to include complete accounting records
indicating all payments and proceeds received with respect to any part of the
Collateral, and, at such time or times as the Collateral Agent may reasonably
request, promptly to prepare and deliver to the Collateral Agent a duly
certified schedule or schedules in form and detail satisfactory to the
Collateral Agent showing the identity, amount and location of any and all
Collateral.

SECTION 4.02.
Protection of Security. Each Grantor shall, at its own cost and expense,
take any and all actions necessary to defend title to the Collateral against all
Persons and to defend the Security Interest of the Collateral Agent in the
Collateral and the priority thereof against any Lien not expressly permitted
pursuant to Section 6.02 of the Credit Agreement.

SECTION 4.03.
Further Assurances. Each Grantor agrees, at its own expense, to execute,
acknowledge, deliver and cause to be duly filed all such further instruments and
documents and take all such actions as the Collateral Agent may from time to
time reasonably request to better assure, preserve, protect and perfect the
Security Interest and the rights and remedies created hereby, including the
payment of any fees and taxes required in connection with the execution and
delivery of this Agreement, the granting of the Security Interest and the filing
of any financing statements (including fixture filings) or other documents in
connection herewith or therewith. If any amount payable under or in connection
with any of the Collateral shall be or become evidenced by any promissory note
or other instrument, such note or instrument shall be immediately pledged and
delivered to the Collateral Agent, duly endorsed in a manner satisfactory to the
Collateral Agent.

Without limiting
the generality of the foregoing, each Grantor hereby authorizes the Collateral
Agent, with prompt notice thereof to the Grantors, to supplement this Agreement
by supplementing Schedule II, III, IV or V hereto or adding additional schedules
hereto to specifically identify any asset or item that may constitute
Copyrights, Licenses, Patents or Trademarks; provided, however,
that any Grantor shall have the right, exercisable within 30 days after it has
been notified by the Collateral Agent of the specific identification of such
Collateral, to advise the Collateral Agent in writing of any inaccuracy of the
representations and warranties made by such Grantor hereunder with respect to
such Collateral. Each Grantor agrees that it will use its commercially
reasonable efforts to take such action as shall be necessary in order that all
representations and warranties hereunder shall be true and correct with respect
to such Collateral within 30 days after the date it has been notified by the
Collateral Agent of the specific identification of such Collateral.

SECTION 4.04.
Inspection and Verification. The Collateral Agent and such Persons as the
Collateral Agent may reasonably designate shall have the right, at the
Grantors own cost and expense, to inspect the Collateral, all records
related thereto (and to make extracts and copies from such records) and the
premises upon which any of the Collateral is located, to discuss the
Grantors affairs with the officers of the Grantors and

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their independent accountants and to verify under reasonable
procedures, in accordance with Section 5.07 of the Credit Agreement, the
validity, amount, quality, quantity, value, condition and status of, or any
other matter relating to, the Collateral, including, in the case of Accounts or
Collateral in the possession of any third person, by contacting Account Debtors
or the third person possessing such Collateral for the purpose of making such a
verification. The Collateral Agent shall have the absolute right to share any
information it gains from such inspection or verification with any Secured
Party.

SECTION 4.05.
Taxes; Encumbrances. At its option, the Collateral Agent may discharge
past due taxes, assessments, charges, fees, Liens, security interests or other
encumbrances at any time levied or placed on the Collateral and not permitted
pursuant to Section 6.02 of the Credit Agreement, and may pay for the
maintenance and preservation of the Collateral to the extent any Grantor fails
to do so as required by the Credit Agreement or this Agreement, and each Grantor
jointly and severally agrees to reimburse the Collateral Agent on demand for any
payment made or any expense incurred by the Collateral Agent pursuant to the
foregoing authorization; provided, however, that nothing in this
Section 4.05 shall be interpreted as excusing any Grantor from the
performance of, or imposing any obligation on the Collateral Agent or any
Secured Party to cure or perform, any covenants or other promises of any Grantor
with respect to taxes, assessments, charges, fees, liens, security interests or
other encumbrances and maintenance as set forth herein or in the other Loan
Documents.

SECTION 4.06.
Assignment of Security Interest. If at any time any Grantor shall take a
security interest in any property of an Account Debtor or any other Person to
secure payment and performance of an Account, such Grantor shall promptly assign
such security interest to the Collateral Agent. Such assignment need not be
filed of public record unless necessary to continue the perfected status of the
security interest against creditors of and transferees from the Account Debtor
or other Person granting the security interest.

SECTION 4.07.
Continuing Obligations of the Grantors. Each Grantor shall remain liable
to observe and perform all the conditions and obligations to be observed and
performed by it under each contract, agreement or instrument relating to the
Collateral, all in accordance with the terms and conditions thereof, and each
Grantor jointly and severally agrees to indemnify and hold harmless the
Collateral Agent and the Secured Parties from and against any and all liability
for such performance.

SECTION 4.08.
Use and Disposition of Collateral. None of the Grantors shall make or
permit to be made an assignment, pledge or hypothecation of the Collateral or
shall grant any other Lien in respect of the Collateral, except as expressly
permitted by Section 6.02 of the Credit Agreement. None of the Grantors
shall make or permit to be made any transfer of the Collateral and each Grantor
shall remain at all times in posses sion of the Collateral owned by it, except
that (a) Inventory may be sold in the ordinary course of business and
(b) unless and until the Collateral Agent shall notify the Grantors that an
Event of Default shall have occurred and be continuing and that during the
continuance thereof the Grantors shall not sell, convey, lease, assign, transfer
or otherwise dispose of any Collateral (which notice may be given by telephone
if promptly confirmed in writing), the Grantors may use and dispose of the
Collateral in any lawful manner not inconsistent with the provisions of this
Agreement, the Credit Agreement or any other Loan Document.

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SECTION 4.09.
Limitation on Modification of Accounts.  None of the Grantors
will, without the Collateral Agents prior written consent, grant any
extension of the time of payment of any of the Accounts Receivable, compromise,
compound or settle the same for less than the full amount thereof, release,
wholly or partly, any Person liable for the payment thereof or allow any credit
or discount whatsoever thereon, other than extensions, credits, discounts,
compromises or settlements granted or made in the ordinary course of business
and consistent with its current practices and in accordance with such prudent
and standard practices used in industries that are the same as or similar to
those in which such Grantor is engaged.

SECTION 4.10.
Insurance. The Grantors, at their own expense, shall maintain or cause to
be maintained insurance covering physical loss or damage to the Inventory and
Equipment in accordance with Section 5.04 of the Credit Agreement, and such
insurance shall (a) provide that no cancelation, material reduction in amount or
material change in coverage thereof shall be effective until at least 30 days
after receipt by the Collateral Agent of written notice thereof, (b) name the
Collateral Agent as insured party on liability policies and loss payee on
property policies, (c) if reasonably requested by the Collateral Agent, include
a breach of warranty clause and (d) be reasonably satisfactory in all other
respects to the Collateral Agent. Each Grantor irrevocably makes, constitutes
and appoints the Collateral Agent (and all officers, employees or agents
designated by the Collateral Agent) as such Grantors true and lawful agent
(and attorney-in-fact) for the purpose, during the continuance of an Event of
Default, of making, settling and adjusting claims in respect of Collateral under
policies of insurance, endorsing the name of such Grantor on any check, draft,
instrument or other item of payment for the proceeds of such policies of
insurance and for making all determinations and decisions with respect thereto.
In the event that any Grantor at any time or times shall fail to obtain or
maintain any of the policies of insurance required hereby or to pay any premium
in whole or part relating thereto, the Collateral Agent may, without waiving or
releasing any obligation or liability of the Grantors hereunder or any Event of
Default, in its sole discretion, obtain and maintain such policies of insurance
and pay such premium and take any other actions with respect thereto as the
Collateral Agent deems advisable. All sums disbursed by the Collateral Agent in
connection with this Section 4.10, including reasonable attorneys
fees, court costs, expenses and other charges relating thereto, shall be
payable, upon demand, by the Grantors to the Collateral Agent and shall be
additional Obligations secured hereby. So long as no Event of Default has
occurred and is continuing, all actions to be taken with respect to the making,
settling and adjusting of claims under insurance policies may be taken by the
Grantors without any requirement of participation or consent from the Collateral
Agent and all proceeds received from any insurance with respect to any claim may
be paid directly to the applicable Grantor to be applied in accordance with the
provisions of the Credit Agreement.

SECTION 4.11.
Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each
Grantor agrees that it will not, nor will it permit any of its licensees to, do
any act, or omit to do any act, whereby any Patent which is material to the
conduct of such Grantors business may become invalidated or dedicated to
the public, and agrees that it shall continue to mark any products covered by a
Patent with the relevant patent number as necessary and sufficient to establish
and preserve its maximum rights under applicable patent laws.

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(b) Each Grantor
(either itself or through its licensees or its sublicensees) will, for each
Trademark material to the conduct of such Grantors business, use its
commercially reasonable efforts to (i) maintain such Trademark in full force
free from any claim of abandonment or invalidity for non-use, (ii) maintain the
quality of products and services offered under such Trademark, (iii) display
such Trademark with notice of Federal or foreign registration to the extent
necessary and sufficient to establish and preserve its rights under applicable
law and (iv) not knowingly use or knowingly permit the use of such Trademark in
violation of any third party rights.

(c) Each Grantor
(either itself or through licensees) will, for each work covered by a material
Copyright, continue to attach or display on such work appropriate copyright
notice as necessary and sufficient to establish and preserve its maximum rights
under applicable copyright laws.

(d) Each Grantor
shall notify the Collateral Agent as soon as practicable if it knows or has
reason to know that any Patent, Trademark or Copyright material to the conduct
of its business may become abandoned, lost or dedicated to the public, or of any
adverse determination or development (including the institution of, or any such
determination or development in, any proceeding in the United States Patent and
Trademark Office, United States Copyright Office or any court or similar office
of any country) regarding such Grantors ownership of any Patent, Trademark
or Copyright, its right to register the same, or to keep and maintain the same.

(e) In no event
shall any Grantor, either itself or through any agent, employee, licensee or
designee, file an application for any Patent, Trademark or Copyright (or for the
registration of any Trademark or Copyright) with the United States Patent and
Trademark Office, United States Copyright Office or any office or agency in any
political subdivision of the United States or in any other country or any
political subdivision thereof, unless it promptly thereafter informs the
Collateral Agent, and, upon request of the Collateral Agent, executes and
delivers any and all agreements, instruments, documents and papers as the
Collateral Agent may reasonably request to evidence the Collateral Agents
security interest in such Patent, Trademark or Copyright, and each Grantor
hereby appoints the Collateral Agent as its attorney-in-fact to execute and file
such writings solely for the foregoing purposes, all acts of such attorney being
hereby ratified and confirmed; such power, being coupled with an interest, is
irrevocable.

(f) Each Grantor
will take all necessary steps that are consistent with its good business
judgment and the practice in any proceeding before the United States Patent and
Trademark Office, United States Copyright Office or any office or agency in any
political subdivision of the United States or in any other country or any
political subdivision thereof, to maintain and pursue each material application
relating to the Patents, Trademarks and/or Copyrights (and to obtain the
relevant grant or registration) and to maintain each issued Patent and each
registration of the Trademarks and Copyrights that is material to the conduct of
any Grantors business, including timely filings of applications for
renewal, affidavits of use, affidavits of incontestability and payment of
maintenance fees, and, if consistent with good business judgment, to initiate
opposition, interference and cancelation proceedings against third parties.

(g) In the event
that any Grantor has reason to believe that any Collateral consisting of a
Patent, Trademark or Copyright has been or is about to be infringed,
misappropriated or

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diluted by a third party, and such infringement,
misappropriation or dilution is expected to have a material adverse effect on
such Grantors business, such Grantor promptly shall notify the Collateral
Agent and shall, if consistent with good business judgment, promptly sue for infringement,
misappropriation or dilution and to recover any and all damages for such
infringement, misappropriation or dilution, and take such other actions as are
appropriate under the circumstances to protect such Collateral.

(h) Upon and
during the continuance of an Event of Default, each Grantor shall use its
commercially reasonable efforts to obtain all requisite consents or approvals by
the licensor of each Copyright License, Patent License or Trademark License to
effect the assignment of all of such Grantors right, title and interest
thereunder to the Collateral Agent or its designee.

ARTICLE V

Remedies

SECTION 5.01.
Remedies upon Default. Upon the occurrence and during the continuance of
an Event of Default, each Grantor agrees to deliver each item of Collateral to
the Collateral Agent on demand, and it is agreed that the Collateral Agent shall
have the right to take any of or all the following actions at the same or
different times: (a) with respect to any Collateral consisting of Intellectual
Property, on demand, to cause the Security Interest to become an assignment,
transfer and conveyance of any of or all such Collateral by the applicable
Grantors to the Collateral Agent, or to license or sublicense, whether general,
special or otherwise, and whether on an exclusive or non-exclusive basis, any
such Collateral throughout the world on such terms and conditions and in such
manner as the Collateral Agent shall determine (other than in violation of any
then-existing licensing arrangements to the extent that waivers cannot be
obtained), and (b) with or without legal process and with or without prior
notice or demand for performance, to take possession of the Collateral and
without liability for trespass to enter any premises where the Collateral may be
located for the purpose of taking possession of or removing the Collateral and,
generally, to exercise any and all rights afforded to a secured party under the
Uniform Commercial Code or other applicable law. Without limiting the generality
of the foregoing, each Grantor agrees that the Collateral Agent shall have the
right, subject to the mandatory requirements of applicable law, to sell or
otherwise dispose of all or any part of the Collateral, at public or private
sale or at any brokers board or on any securities exchange, for cash, upon
credit or for future delivery as the Collateral Agent shall deem appropriate.
The Collateral Agent shall be authorized at any such sale (if it deems it
advisable to do so) to restrict the prospective bidders or purchasers to Persons
who will represent and agree that they are purchasing the Collateral for their
own account for investment and not with a view to the distribution or sale
thereof, and upon consummation of any such sale the Collateral Agent shall have
the right to assign, transfer and deliver to the purchaser or purchasers thereof
the Collateral so sold. Each such purchaser at any such sale shall hold the
property sold absolutely, free from any claim or right on the part of any
Grantor, and each Grantor hereby waives (to the extent permitted by law) all
rights of redemption, stay and appraisal which such Grantor now has or may at
any time in the future have under any rule of law or statute now existing or
hereafter enacted.

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The Collateral
Agent shall give a Grantor 10 days prior written notice (which each
Grantor agrees is reasonable notice within the meaning of Section 9-504(3)
of the Uniform Commercial Code as in effect in the State of New York or its
equivalent in other jurisdictions) of the Collateral Agents intention to
make any sale of such Grantors Collateral. Such notice,
in the case of a public sale, shall state the time and place for such sale and, in the
case of a sale at a brokers board or on a securities exchange, shall state the
board or exchange at which such sale is to be made and the day on which the Collateral,
or portion thereof, will first be offered for sale at such board or exchange. Any such
public sale shall be held at such time or times within ordinary business hours and at
such place or places as the Collateral Agent may fix and state in the notice of such
sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one
lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and
absolute discretion) determine. The Collateral Agent shall not be obligated to make any
sale of any Collateral if it shall determine not to do so, regardless of the fact that
notice of sale of such Collateral shall have been given. The Collateral Agent may,
without notice or publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for sale, and
such sale may, without further notice, be made at the time and place to which the same
was so adjourned. In case any sale of all or any part of the Collateral is made on credit
or for future delivery, the Collateral so sold may be retained by the Collateral Agent
until the sale price is paid by the purchaser or purchasers thereof, but the Collateral
Agent shall not incur any liability in case any such purchaser or purchasers shall fail
to take up and pay for the Collateral so sold and, in case of any such failure, such
Collateral may be sold again upon like notice. At any public (or, to the extent permitted
by law, private) sale made pursuant to this Section, any Secured Party may bid for or
purchase, free (to the extent permitted by law) from any right of redemption, stay,
valuation or appraisal on the part of any Grantor (all said rights being also hereby
waived and released), the Collateral or any part thereof offered for sale and may make
payment on account thereof by using any Obligation then due and payable to such Secured
Party from any Grantor as a credit against the purchase price, and such Secured Party
may, upon compliance with the terms of sale, hold, retain and dispose of such property
without further accountability to any Grantor therefor. For purposes hereof, a written
agreement to purchase the Collateral or any portion thereof shall be treated as a sale
thereof; the Collateral Agent shall be free to carry out such sale pursuant to such
agreement and no Grantor shall be entitled to the return of the Collateral or any portion
thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall
have entered into such an agreement all Events of Default shall have been remedied and
the Obligations paid in full. As an alternative to exercising the power of sale herein
conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in
equity to foreclose this Agreement and to sell the Collateral or any portion thereof
pursuant to a judgment or decree of a court or courts having competent jurisdiction or
pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the
provisions of this Section shall be deemed to conform to the commercially reasonable
standards as provided in Section 9.504(3) of the Uniform Commercial Code as in
effect in the State of New York or its equivalent in other jurisdictions.

SECTION 5.02.
Application of Proceeds. At such intervals as may be agreed upon by CCSC
and the Collateral Agent, or, if an Event of Default shall have occurred and be
continuing, at any time at the Collateral Agents election, the Collateral
Agent may apply all or any part of Proceeds constituting Collateral, whether or
not held in any

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Collateral Account, in payment of the Obligations in the order specified
in the Collateral Sharing Agreement.

SECTION 5.03. Grant of
License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to
exercise rights and remedies under this Article at such time as the Collateral Agent
shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby
grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without
payment of royalty or other compensation to the Grantors) to use, license or sub-license
any of the Collateral consisting of Intellectual Property now owned or hereafter acquired
by such Grantor, and wherever the same may be located, and including in such license
reasonable access to all media in which any of the licensed items may be recorded or
stored and to all computer software and programs used for the compilation or printout
thereof. The use of such license by the Collateral Agent shall be exercised, at the
option of the Collateral Agent, upon the occurrence and during the continuation of an
Event of Default; providedthat any license, sub-license or other transaction
entered into by the Collateral Agent in accordance herewith shall be binding upon the
Grantors notwithstanding any subsequent cure of an Event of Default.

ARTICLE VI

Miscellaneous

SECTION 6.01.
Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and given as provided in
Section 10.01 of the Credit Agreement. All communications and notices
hereunder to any Subsidiary Guarantor shall be given to it at its address or
telecopy number set forth on Schedule I, with a copy to CCSC.

SECTION 6.02.
Security Interest Absolute. All rights of the Collateral Agent hereunder,
the Security Interest and all obligations of the Grantors hereunder shall be
absolute and unconditional irrespective of (a) any lack of validity or
enforceability of the Credit Agreement, any other Loan Document, any agreement
with respect to any of the Obligations or any other agreement or instrument
relating to any of the foregoing, (b) any change in the time, manner or
place of payment of, or in any other term of, all or any of the Obligations, or
any other amendment or waiver of or any consent to any departure from the Credit
Agreement, any other Loan Document or any other agreement or instrument,
(c) any exchange, release or non-perfection of any Lien on other
collateral, or any release or amendment or waiver of or consent under or
departure from any guarantee, securing or guaranteeing all or any of the
Obligations, or (d) any other circumstance that might otherwise constitute
a defense available to, or a discharge of, any Grantor in respect of the
Obligations or this Agreement.

SECTION 6.03.
Survival of Agreement. All covenants, agreements, representations and
warranties made by any Grantor 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 Collateral Agent and the other Secured Parties and shall survive the
making by the Lenders of the Loans and the issuance of the Letters of Credit by
the Issuing Bank, and the execution and delivery to the Lenders of any notes
evidencing such Loans, regardless of any

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investigation made by the Lenders or on their behalf, and shall continue
in full force and effect until this Agreement shall terminate.

SECTION 6.04. Binding
Effect; Several Agreement. This Agreement shall become effective as to any Grantor when a
counterpart hereof executed on behalf of such Grantor shall have been delivered to the
Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and
thereafter shall be binding upon such Grantor and the Collateral Agent and their
respective successors and assigns, and shall inure to the benefit of such
Grantor, the Collateral Agent and the other Secured Parties and their respective
successors and assigns, except that no Grantor shall have the right to assign or
transfer its rights or obligations hereunder or any interest herein or in the
Collateral (and any such assignment or transfer shall be void) except as
expressly contemplated by this Agreement or the other Loan Documents. This
Agreement shall be construed as a separate agreement with respect to each
Grantor and may be amended, modified, supplemented, waived or released with
respect to any Grantor without the approval of any other Grantor and without
affecting the obligations of any other Grantor hereunder.

SECTION 6.05.
Successors and Assigns. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the successors
and assigns of such party; and all covenants, promises and agreements by or on
behalf of any Grantor or the Collateral Agent that are contained in this
Agreement shall bind and inure to the benefit of their respective successors and
assigns.

SECTION 6.06.
Collateral Sharing Agreement. By becoming a party to this Agreement, each
Grantor agrees to be bound by the terms of the Collateral Sharing Agreement and,
without limiting the generality of the foregoing, expressly agrees that all
obligations and liabilities of a Grantor thereunder apply to such Grantor with
the same force and effect as if such Grantor were a signatory thereto.

SECTION 6.07. GOVERNING
LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

SECTION 6.08.
Waivers; Amendment. (a) No failure or delay of the Collateral Agent in
exercising any power or right hereunder 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 Collateral Agent hereunder and of
the other Secured Parties under the other Loan Documents are cumulative and are
not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provisions of this Agreement or any other Loan Document or consent
to any departure by any Grantor 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. No notice to or demand on any Grantor in any case shall entitle
such Grantor or any other Grantor to any other or further notice or demand in
similar or other circumstances.

(b) Neither this
Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the

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Collateral Agent and the Grantor or Grantors with respect to which such
waiver, amendment or modification is to apply, subject to any consent required in
accordance with Section 10.08 of the Credit Agreement.

SECTION 6.09. 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 6.09.

SECTION 6.10.
Severability. In the event any one or more of the provisions contained in
this Agreement should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby (it being understood
that the invalidity of a particular provision in a particular jurisdiction shall
not in and of itself affect the validity of such provision in any other
jurisdiction). 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. It is understood and agreed among the
parties that this Agreement shall create separate security interests in the
Collateral securing the Term Loan Obligations and the Other Obligations,
respectively, as provided in Section 2.01, and that any determination by
any court with jurisdiction that the security interest securing any Obligation
or class of Obligations is invalid for any reason shall not in and of itself
invalidate the Security Interest securing any other Obligations hereunder.

SECTION 6.11
Counterparts. This Agreement may be executed in two or more 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 6.04. Delivery of an executed signature page to this Agreement by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.

SECTION 6.12.
Headings. Article and Section headings used herein are for the purpose 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 6.13.
Jurisdiction; Consent to Service of Process. (a) Each Grantor 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

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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 Collateral
Agent or any other Secured Party may otherwise have to bring any action or proceeding
relating to this Agreement or the other Loan Documents against any Grantor or its
properties in the courts of any jurisdiction.

(b) Each Grantor
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 (c) 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.

(c) Each party
to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 6.01. Nothing in this Agreement will affect
the right of any party to this Agreement to serve process in any other manner
permitted by law.

SECTION 6.14.
Termination. (a) This Agreement and the Security Interest shall terminate
when all the Obligations described in clause (a) of the definition thereof
have been indefeasibly paid in full, the Lenders have no further commitment to
lend under the Credit Agreement, the LC Exposure has been reduced to zero and
the Issuing Bank has no further commitment to issue Letters of Credit under the
Credit Agreement, at which time the Collateral Agent shall execute and deliver
to the Grantors, at the Grantors expense, all Uniform Commercial Code
termination statements and similar documents which the Grantors shall reasonably
request to evidence such termination. Any execution and delivery of termination
statements or documents pursuant to this Section 6.14(a) shall be without
recourse to or warranty by the Collateral Agent. A Subsidiary Guarantor shall
automatically be released from its obligations hereunder and the Security
Interest in the Collateral of such Subsidiary Guarantor shall be automatically
released in the event that all the Equity Interests of such Subsidiary Guarantor
shall be sold, transferred or otherwise disposed of to a Person that is not an
Affiliate of the Borrowers in accordance with the terms of the Credit Agreement;
provided that the Required Lenders shall have consented to such sale,
transfer or other disposition (to the extent required by the Credit Agreement)
and the terms of such consent did not provide otherwise.

(b) Upon any
sale or other transfer by any Grantor of any Collateral that is permitted under
the Credit Agreement to any Person that is not a Grantor, or, upon the
effectiveness of any written consent to the release of the security interest
granted hereby in any Collateral pursuant to Section 10.08 of the Credit
Agreement, that security interest in such Collateral shall be automatically
released. In connection with such release, the Collateral Agent shall execute
and deliver to any Grantor, at such Grantors expense, all documents that
such Grantor shall reasonably request to evidence such termination or release.
Any execution and delivery of documents pursuant to this Section 6.14(b)
shall be without recourse to or warranty by the Collateral Agent.

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SECTION 6.15.
Additional Grantors. Pursuant to Section 5.11 of the Credit
Agreement, each Domestic Subsidiary of CCSC that was not in existence or not a
Domestic Subsidiary on the date of the Credit Agreement is required to enter
into this Agreement as a Grantor upon becoming a Domestic Subsidiary if such
Subsidiary owns or possesses property of a type that would be considered
Collateral hereunder. Upon execution and delivery by the Collateral Agent and a
Subsidiary of an instrument in the form of Annex 1 hereto, such Subsidiary shall
become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The
execution and delivery of any such instrument shall not require the consent of
any Grantor hereunder. The rights and obligations of each Grantor hereunder
shall remain in full force and effect notwithstanding the addition of any new
Grantor as a party to this Agreement.

SECTION 6.16.
Intercreditor Agreement. To the extent they concern any Collateral which
comprises Accounts Receivable, the rights, remedies and entitlements of the
Collateral Agent hereunder shall be subject to, and may only be exercised or
enforced in accordance with, the terms of the Intercreditor Agreement.

IN WITNESS
WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.

| |                                  |                                                                       
| | -------------------------------- | ----------------------------------------------------------------------
| | CROWN CORK & SEAL COMPANY, INC.,
| | by                               | /s/ Michael B. BurnsName: Michael B. Burns
Title: Authorized Signatory
| |                                  |                                                                       

| |                                                                |                                                                       
| | -------------------------------------------------------------- | ----------------------------------------------------------------------
| | EACH OF THE DOMESTIC SUBSIDIARIES LISTED ON SCHEDULE I HERETO,
| | by                                                             | /s/ Michael B. BurnsName: Michael B. Burns
Title: Authorized Signatory
| |                                                                |                                                                       

| |                                                |                                                                         
| | ---------------------------------------------- | ------------------------------------------------------------------------
| | THE CHASE MANHATTAN BANK, as Collateral Agent,
| | by                                             | /s/ Thomas H. KozlarkName: Thomas H. Kozlark
Title: Authorized Signatory
| |                                                |                                                                         

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