|EXHIBIT 4.r
|-----------

| | COLLATERAL
SHARING AGREEMENT, dated as of March 2, 2001, among CROWN CORK & SEAL COMPANY,
INC., a Pennsylvania corporation (CCSC), the Subsidiaries of CCSC
referred to in Section 5.13 hereof (collectively with CCSC, the
Grantors) and THE CHASE MANHATTAN BANK (Chase), as
collateral agent.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

W I T N E S S E T H :

WHEREAS, in
order to induce the Lenders parties thereto to enter into 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 lenders from time to time party thereto and
Chase, as administrative agent, CCSC and certain of its Subsidiaries have
entered into the Guarantee Agreements, the Pledge Agreements and the Security
Agreements;

WHEREAS, the Obligations
are secured by Liens on the Collateral described in the Security Documents;

NOW, THEREFORE,
in consideration of the premises and the mutual agreements set forth herein and
to induce the Administrative Agent and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make Loans and the Issuing Bank to issue
Letters of Credit to the Borrowers thereunder, each Grantor hereby agrees with
the Collateral Agent, for the benefit of the Secured Parties, as follows:

ARTICLE I

Defined Terms

SECTION 1.01.
Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement
or, if not defined therein, the U.S. Security Agreement and used herein shall have the
meanings given to them in the Credit Agreement or the U.S. Security Agreement.

(b) The following terms
shall have the respective meanings set forth below:

| | Agreement shall
mean this Collateral Sharing Agreement as the same may from time to time be amended,
supplemented or otherwise modified.
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| | Collateral shall
mean all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien
is purported to be created by any Security Document.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Collateral
Account shall have the meaning assigned in Section 3.01.
| | ---------------------------------------------------------------------

| | Collateral
Agent shall mean Chase, in its capacity as collateral agent under the Security
Documents and this Agreement, Chase Manhattan
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| | International Limited, in its capacity as security
trustee or similar position under the Foreign
Security Documents, and any successor collateral agent appointed hereunder.
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| | Collateral
Agent Fees shall mean all fees, costs and expenses of the Collateral Agent of
the types described in Sections 4.02, 4.03, 4.04 and 4.05.
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| | Collateral
Estate shall have the meaning assigned in Section 2.01(c).
| | -----------------------------------------------------------------------

| | Distribution
Date shall mean each date fixed by the Collateral Agent in its sole discretion
for a distribution to the Secured Parties of funds held in the Collateral Account.
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| | Exchange
Rate shall mean, at any date of determination thereof with respect to any
currency, the spot rate of exchange for the conversion of such currency into dollars
determined by reference to such rate publishing service as is customarily utilized by the
Collateral Agent for such purpose; provided that, to the extent that Exchange
Rate is used herein to refer to an actual exchange by the Collateral Agent of one
currency for another, Exchange Rate shall be deemed to refer to the rate at
which such exchange actually occurs so long as such exchange is effected under customary
market conditions. Any such determination of the Exchange Rate shall be conclusive absent
manifest error.
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| | 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.
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| | Obligations shall
have the meaning assigned in the respective Security Documents.
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| | Opinion
of Counsel shall mean an opinion in writing signed by legal counsel satisfactory
to the Collateral Agent, who may be counsel regularly retained by the Collateral Agent.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | Permitted
Investments shall mean:
| | -----------------------------------

| | (i)
direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency thereof to
the extent such obligations are backed by the full faith and credit of the United States
of America), in each case maturing within one year from the date of acquisition thereof;
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| | (ii)
investments in commercial paper maturing within 270 days from the date of acquisition
thereof and having, at such date of acquisition, the highest credit rating obtainable
from S&P or from Moodys;
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| | (iii)
investments in certificates of deposit, bankers acceptances and time deposits
maturing within 180 days from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, any domestic office
of any commercial bank organized under the laws of the United States of America or any
State thereof which has a combined capital and surplus and undivided profits of not less
than $500,000,000;
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| | (iv)
fully collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (i) above and entered into with a financial institution
satisfying the criteria described in clause (iii) above; and
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| | (v)
in the case of any Foreign Subsidiary, (A) marketable direct obligations issued by, or
unconditionally guaranteed by, the sovereign nation in which such Foreign Subsidiary is
organized and is conducting business or issued by any agency of such sovereign nation and
backed by the full faith and credit of such sovereign nation, in each case maturing
within one year from the date of acquisition, so long as the indebtedness of such
sovereign nation is rated at least A by S&P or A2 by Moodys or carries an
equivalent rating from a comparable foreign rating agency or (B) investments of the type
and maturity described in clauses (ii) through (iv) above of foreign obligors, which
investments or obligors have ratings described in such clauses or equivalent ratings from
comparable foreign rating agencies.
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| | Pledgor shall
have the meaning set forth in the U.S. Pledge Agreement and shall refer to the
corresponding entities in the other Pledge Agreements.
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| | 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, provided, that notwithstanding such definition, in
no event shall the Board of Directors of CCSC have any obligation to determine that any
particular manufacturing or processing plant or warehouse or portion thereof is not of
material importance to the business conducted by CCSC and its Subsidiaries as an
entirety.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Proceeds shall
mean all proceeds as such term is defined in Section 9- 306(1) of the Uniform
Commercial Code in effect in the State of New York on the date hereof.
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| | Restricted
Collateral shall mean the collective reference to all Principal Properties and
Restricted Securities.
| | ------------------------------------------------------------------------------------------------------------------

| | Restricted
Collateral Obligations shall mean, at any time, the Restricted Secured
Indebtedness at such time and the Obligations that are not Exempted Indebtedness at such
time.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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
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| | without
     causing the 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.
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| | 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.
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| | Term
Loan Obligations shall mean the portion of the Obligations in respect of the
principal of 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 Term Loans.
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| | Unrestricted
Collateral shall mean all Collateral other than Restricted Collateral.
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(c) The words
hereof, herein and hereunder and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section
references are to this Agreement unless otherwise specified.

(d) The rules of
interpretation specified in Section 1.03 of the Credit Agreement shall be
applicable to this Agreement.

ARTICLE II

Authority of Collateral Agent

SECTION 2.01.
General Authority of the Collateral Agent over the Collateral. (a) Each
Grantor hereby appoints the Collateral Agent as its true and lawful
attorney-in-fact for the purpose of taking any action and executing any and all
documents and instruments that the Collateral Agent may deem necessary or
desirable to carry out the terms of this Agreement and the Security Documents
and accomplish the purposes hereof and thereof and, without limiting the
generality of the foregoing, each Grantor hereby acknowledges that the
Collateral Agent shall have all powers and remedies set forth in the Security
Documents.

(b) By
acceptance of the benefits of this Agreement and the Security Documents, each
Secured Party shall be deemed irrevocably (i) to consent to the appointment
of the Collateral Agent as its agent hereunder and under the Security Documents,
(ii) to confirm that the Collateral Agent shall have the authority to act
as the exclusive agent of such Secured Party for enforcement of any provisions
of this Agreement and the Security Documents against any Grantor or the exercise
of remedies hereunder or thereunder, (iii) to agree that such Secured Party
shall not take any action to enforce any provisions of this Agreement or any
Security Document against any Grantor

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or to exercise any remedy hereunder or thereunder and
(iv) to agree to be bound by the terms of this Agreement and the Security
Documents.

(c) The
Collateral Agent hereby agrees that it holds and will hold all of its right,
title and interest in, to and under the Security Documents and the Collateral
granted to the Collateral Agent thereunder whether now existing or hereafter
arising (all such right, title and interest being hereinafter referred to as the
Collateral Estate) under and subject to the conditions set
forth in this Agreement; and the Collateral Agent further agrees that it will
hold such Collateral Estate for the benefit of the Secured Parties, for the
enforcement of the payment of all Obligations (subject to the limitations and
priorities set forth herein and in the respective Security Documents, including
with respect to Restricted Collateral) and as security for the performance of
and compliance with the covenants and conditions of this Agreement and each of
the Security Documents.

SECTION 2.02.
Right to Initiate Judicial Proceedings. The Collateral Agent (a) shall
have the right and power to institute and maintain such suits and proceedings as
it may deem appropriate to protect and enforce the rights vested in it by this
Agreement and each Security Document and (b) may, either after entry, or without
entry, proceed by suit or suits at law or in equity to enforce such rights and
to foreclose upon the Collateral and to sell all or, from time to time, any of
the Collateral under the judgment or decree of a court of competent
jurisdiction.

SECTION 2.03.
Right to Appoint a Receiver. Upon the filing of a bill in equity or other
commencement of judicial proceedings to enforce the rights of the Collateral
Agent under this Agreement or any Security Document, the Collateral Agent shall,
to the extent permitted by law, with notice to CCSC but without notice to any
other Grantor or any party claiming through the Grantors, without regard to the
solvency or insolvency at the time of any Person then liable for the payment of
any of the Obligations, without regard to the then value of the Collateral
Estate, and without requiring any bond from any complainant in such proceedings,
be entitled as a matter of right to the appointment of a receiver or receivers
of the Collateral Estate, or any part thereof, and of the rents, issues, tolls,
profits, royalties, revenues and other income thereof, pending such proceedings,
with such powers as the court making such appointment shall confer, and to the
entry of an order directing that the rents, issues, tolls, profits, royalties,
revenues and other income of the property constituting the whole or any part of
the Collateral Estate be segregated, sequestered and impounded for the benefit
of the Collateral Agent and the Secured Parties, and each Grantor irrevocably
consents to the appointments of such receiver or receivers and to the entry of
such order; provided that, notwithstanding the appointment of any
receiver, the Collateral Agent shall be entitled to retain possession and
control of all cash and Permitted Investments held by or deposited with it
pursuant to this Agreement or any Security Document.

SECTION 2.04.
Exercise of Powers. All of the powers, remedies and rights of the
Collateral Agent as set forth in this Agreement may be exercised by the
Collateral Agent in respect of any Security Document as though set forth in full
therein and all of the powers, remedies and rights of the Collateral Agent as
set forth in any Security Document may be exercised from time to time as herein
and therein provided.

SECTION 2.05. Remedies
Not Exclusive. (a) No remedy conferred upon or reserved to the Collateral Agent herein or
in the Security Documents is intended to be

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exclusive of any other remedy or remedies, but every such remedy
shall be cumulative and shall be in addition to every other remedy conferred
herein or in any Security Document or now or hereafter existing at law or in
equity or by statute.

(b) No delay or
omission by the Collateral Agent to exercise any right, remedy or power
hereunder or under any Security Document shall impair any such right, remedy or
power or shall be construed to be a waiver thereof, and every right, power and
remedy given by this Agreement or any Security Document to the Collateral Agent
may be exercised from time to time and as often as may be deemed expedient by
the Collateral Agent.

(c) If the
Collateral Agent shall have proceeded to enforce any right, remedy or power
under this Agreement or any Security Document and the proceeding for the
enforcement thereof shall have been discontinued or abandoned for any reason or
shall have been determined adversely to the Collateral Agent, then the Grantors,
the Collateral Agent and the other Secured Parties shall, subject to any
determination in such proceeding, severally and respectively be restored to
their former positions and rights hereunder or thereunder with respect to the
Collateral Estate and in all other respects, and thereafter all rights, remedies
and powers of the Collateral Agent shall continue as though no such proceeding
had been taken.

(d) All rights
of action and of asserting claims upon or under this Agreement and the Security
Documents may be enforced by the Collateral Agent without the possession of any
instrument evidencing any Obligation or the production thereof at any trial or
other proceeding relative thereto, and any suit or proceeding instituted by the
Collateral Agent shall be, brought in its name as Collateral Agent and any
recovery of judgment shall be held as part of the Collateral Estate.

SECTION 2.06.
Waiver and Estoppel. (a) Each Grantor agrees, to the extent it may
lawfully do so, that it will not at any time in any manner whatsoever claim, or
take the benefit or advantage of, any appraisement, valuation, stay, extension,
moratorium, turnover or redemption law, or any law permitting it to direct the
order in which the Collateral shall be sold, now or at any time hereafter in
force, which may delay, prevent or otherwise affect the performance or
enforcement of this Agreement or any Security Document and hereby waives all
benefit or advantage of all such laws and covenants that it will not hinder,
delay or impede the execution of any power granted to the Collateral Agent in
this Agreement or any Security Document but will suffer and permit the execution
of every such power as though no such law were in force; provided that
nothing contained in this Section 2.06(a) shall be construed as a waiver of any
rights of the Grantors under any applicable federal bankruptcy law or state
insolvency law.

(b) Each
Grantor, to the extent it may lawfully do so, on behalf of itself and all who
may claim through or under it, including without limitation any and all
subsequent creditors, vendees, assignees and licensors, waives and releases all
rights to demand or to have any marshaling of the Collateral upon any sale,
whether made under any power of sale granted herein or in any Security Document
or pursuant to judicial proceedings or upon any foreclosure or any enforcement
of this Agreement or any Security Document and consents and agrees that all the
Collateral may at any such sale be offered and sold as an entirety.

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(c) Each Grantor
waives, to the extent permitted by applicable law, presentment, demand, protest
and any notice of any kind (except notices explicitly required hereunder or
under any Security Document) in connection with this Agreement and the Security
Documents and any action taken by the Collateral Agent with respect to the
Collateral.

SECTION 2.07.
Limitation on Collateral Agents Duty in Respect of Collateral.
Beyond its duties as to the custody thereof expressly provided herein or in any
Security Document and to account to the Secured Parties and the Grantors for
moneys and other property received by it hereunder or under any Security
Document, the Collateral Agent shall not have any duty to the Grantors or to the
Secured Parties as to any Collateral in its possession or control or in the
possession or control of any of its agents or nominees, or any income thereon or
as to the preservation of rights against prior parties or any other rights
pertaining thereto.

SECTION 2.08.
Limitation by Law. All rights, remedies and powers provided in this
Agreement or any Security Document may be exercised only to the extent that the
exercise thereof does not violate any applicable provision of law, and all the
provisions hereof are intended to be subject to all applicable mandatory
provisions of law which may be controlling and to be limited to the extent
necessary so that they will not render this Agreement invalid, unenforceable in
whole or in part or not entitled to be recorded, registered or filed under the
provisions of any applicable law.

SECTION 2.09.
Rights of Secured Parties in Respect of Obligations.Notwithstanding any
other provision of this Agreement or any Security Document, the right of each
Secured Party to receive payment of the Obligations held by such Secured Party
when due (whether at the stated maturity thereof, by acceleration or otherwise),
as expressed in the instruments evidencing or agreements governing such
Obligations or to institute suit for the enforcement of such payment on or after
such due date (to the extent suit can be brought without impairing the validity
of the Collateral Agents lien), shall not be impaired or affected without
the consent of such Secured Party given in the manner prescribed by the
instruments evidencing or agreements governing such Obligations.

ARTICLE III

Collateral Account; Distributions

SECTION 3.01.
The Collateral Account. At such time as the Collateral Agent deems
appropriate, there shall be established and, at all times thereafter until this
Agreement shall have terminated, there shall be maintained with the Collateral
Agent an account which shall be entitled the Crown Cork Collateral
Account (the Collateral Account). All moneys which are
received by the Collateral Agent or any agent or nominee of the Collateral Agent
in respect of the Collateral, whether in connection with the exercise of the
remedies provided in this Agreement or any Security Document, shall be deposited
in the Collateral Account and held by the Collateral Agent as part of the
Collateral Estate and applied in accordance with the terms of this Agreement.
The Collateral Agent shall maintain such sub-accounts and records with respect
to the Collateral Account as will permit the segregation and allocation of
proceeds of Collateral in accordance with Section 3.04. In the event that, on
any day, an amount is received by the Collateral Agent or any agent or nominee
of the Collateral Agent in respect of

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Collateral and such amount is denominated in any currency other
than dollars, the Collateral Agent shall convert such amount into an amount of
dollars based upon the relevant Exchange Rate in effect for such day.

SECTION 3.02.
Control of Collateral Account. All right, title and interest in and to
the Collateral Account shall vest in the Collateral Agent, and funds on deposit
in the Collateral Account shall constitute part of the Collateral Estate. The
Collateral Account shall be subject to the exclusive dominion and control of the
Collateral Agent.

SECTION 3.03.
Investment of Funds Deposited in Collateral Account.The Collateral Agent
shall invest and reinvest moneys on deposit in the Collateral Account at any
time in Permitted Investments. All such investments and the interest and income
received thereon and the net proceeds realized on the sale or redemption thereof
shall be held in the Collateral Account as part of the Collateral Estate. The
Collateral Agent shall not be responsible for any diminution in funds resulting
from such investments or any liquidation prior to maturity.

SECTION 3.04. Application
of Moneys. (a) The Collateral Agent shall have the right at any time to apply moneys held
by it in the Collateral Account to the payment of due and unpaid Collateral Agent Fees.

(b) All
remaining moneys held by the Collateral Agent in the Collateral Account received
by the Collateral Agent with respect to the Restricted Collateral shall, to the
extent available for distribution (it being understood that the Collateral Agent
may liquidate investments prior to maturity in order to make a distribution
pursuant to this Section 3.04), be distributed (subject to the provisions of
Section 3.04(e) and Section 3.05) by the Collateral Agent on each Distribution
Date in the following order of priority:

| | First:
to the Collateral Agent for any unpaid Collateral Agent Fees and then to any Secured
Party which has theretofore advanced or paid any Collateral Agent Fees constituting
administrative expenses allowable under Section 503(b) of the Bankruptcy Code, an amount
equal to the amount thereof so advanced or paid by such Secured Party and for which such
Secured Party has not been reimbursed prior to such Distribution Date, and, if such
moneys shall be insufficient to pay such amounts in full, then ratably (without priority
of any one over any other) to such Secured Parties in proportion to the amounts of such
Collateral Agent Fees advanced by the respective Secured Parties and remaining unpaid on
such Distribution Date;
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| | Second:
to any Secured Party which has theretofore advanced or paid any Collateral Agent Fees
other than such administrative expenses, an amount equal to the amount thereof so
advanced or paid by such Secured Party and for which such Secured Party has not been
reimbursed prior to such Distribution Date, and, if such moneys shall be insufficient to
pay such amounts in full, then ratably (without priority of any one over any other) to
such Secured Parties in proportion to the amounts of such Collateral Agent Fees advanced
by the respective Secured Parties and remaining unpaid on such Distribution Date;
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| | Third:
to the Secured Parties that are Term Lenders and hold Term Loan Obligations which
constitute Restricted Secured Indebtedness, an amount equal to
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| | all
Term Loan Obligations constituting Restricted Secured Indebtedness then owing to them,
whether or not then due and payable, and, if such moneys shall be insufficient to pay
such amounts in full, then ratably (without priority of any one over any other) to such
Secured Parties in proportion to the unpaid amounts thereof on such Distribution Date;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Fourth:
to the Secured Parties holding all other Restricted Collateral Obligations, amounts equal
to all other sums which constitute Restricted Collateral Obligations then owing to them,
whether or not then due and payable, and, if such moneys shall be insufficient to pay
such amounts in full, then ratably to such Secured Parties in proportion to the unpaid
amounts thereof on such Distribution Date; and
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| | Fifth:
any surplus then remaining shall be paid to the Grantors or their successors or assigns
or to whomsoever may be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct.
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(c) All
remaining moneys held by the Collateral Agent in the Collateral Account received
by the Collateral Agent with respect to the Unrestricted Collateral shall, to
the extent available for distribution (it being understood that the Collateral
Agent may liquidate investments prior to maturity in order to make a
distribution pursuant to this Section 3.04), be distributed (subject to the
provisions of Section 3.04(e) and Section 3.05) by the Collateral Agent on each
Distribution Date in the following order of priority:

| | First:
to the Collateral Agent for any unpaid Collateral Agent Fees and then to any Secured
Party which has theretofore advanced or paid any Collateral Agent Fees constituting
administrative expenses allowable under Section 503(b) of the Bankruptcy Code, an amount
equal to the amount thereof so advanced or paid by such Secured Party and for which such
Secured Party has not been reimbursed prior to such Distribution Date, and, if such
moneys shall be insufficient to pay such amounts in full, then ratably (without priority
of any one over any other) to such Secured Parties in proportion to the amounts of such
Collateral Agent Fees advanced by the respective Secured Parties and remaining unpaid on
such Distribution Date;
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| | Second:
to any Secured Party which has theretofore advanced or paid any Collateral Agent Fees
other than such administrative expenses, an amount equal to the amount thereof so
advanced or paid by such Secured Party and for which such Secured Party has not been
reimbursed prior to such Distribution Date, and, if such moneys shall be insufficient to
pay such amounts in full, then ratably (without priority of any one over any other) to
such Secured Parties in proportion to the amounts of such Collateral Agent Fees advanced
by the respective Secured Parties and remaining unpaid on such Distribution Date;
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| | Third:
to the Secured Parties that are Term Lenders and hold Term Loan Obligations, in an amount
equal to all Term Loan Obligations then owing to them, whether or not then due and
payable, and, if such moneys shall be insufficient to pay such amounts in full, then
ratably (without priority of any one over any other) to such Secured Parties in
proportion to the unpaid amounts thereof on such Distribution Date;
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| | Fourth:
to the Secured Parties, amounts equal to all other sums which constitute Other
Obligations then owing to them, whether or not then due and payable, and, if such moneys
shall be insufficient to pay such amounts in full, then ratably to the Secured Parties in
proportion to the unpaid amounts thereof on such Distribution Date; and
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| | Fifth:
any surplus then remaining shall be paid to the Grantors or their successors or assigns
or to whomsoever may be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct.
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(d) The term
unpaid as used in clause Third and Fourth of each of
Sections 3.04(b) and 3.04(c) refers:

| | (i)
in the absence of a bankruptcy proceeding with respect to the relevant Grantor(s), to all
amounts of the relevant Obligations outstanding as of a Distribution Date, and
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| | (ii)
during the pendency of a bankruptcy proceeding with respect to the relevant Grantor(s),
to all amounts allowed by the bankruptcy court in respect of the relevant Obligations as
a basis for distribution (including estimated amounts, if any, allowed in respect of
contingent claims),
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

to the extent that prior distributions have not been made in respect
thereof.

(e)
Notwithstanding any other provision of any Loan Document, the provisions of
Sections 3.04(b) and 3.04(c) shall not be construed to require or allow proceeds
of any item of Collateral to be distributed to pay any Obligation that is not
secured by a Lien on such Collateral pursuant to the applicable Security
Documents. Accordingly, proceeds of Collateral realized under the Foreign
Security Documents may be applied only to pay Obligations secured thereby, but
otherwise in accordance with this Agreement.

SECTION 3.05.
Collateral Agents Calculations. In making the determinations and
allocations required by Section 3.04, the Collateral Agent may conclusively rely
upon information supplied by the Administrative Agent or any Secured Party as to
the amounts of unpaid principal and interest and other amounts outstanding with
respect to any Obligations, and the Collateral Agent shall have no liability to
any of the Secured Parties for actions taken in reliance on such information,
provided that nothing in this sentence shall prevent any Grantor from
contesting any amounts claimed by any Secured Party in any information so
supplied. In addition, for purposes of making the allocations required by
Section 3.04 with respect to any amount that is denominated in any currency
other than dollars, the Collateral Agent shall, on the applicable Distribution
Date, convert such amount into an amount of dollars based upon the relevant
Exchange Rate as of a recent date specified by the Collateral Agent in its
reasonable discretion. All distributions made by the Collateral Agent pursuant
to Section 3.04 shall be (subject to any decree of any court of competent
jurisdiction) final (absent manifest error), and the Collateral Agent shall have
no duty to inquire as to the application by the Administrative Agent of any
amounts distributed to it for distribution to any Lenders.

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ARTICLE IV

Agreements with Collateral Agent

SECTION 4.01.
Information as to Administrative Agent and Other Secured Parties. CCSC
shall deliver to the Collateral Agent, on the date hereof, a list setting forth
as of a date not more than 30 days prior to the date of such delivery, the
aggregate unpaid principal amount of Obligations outstanding.

SECTION 4.02.
Compensation and Expenses. Each Grantor agrees to pay to the Collateral
Agent, from time to time upon demand, (a) reasonable compensation (which shall
not be limited by any provision of law in regard to compensation of fiduciaries)
for its services hereunder and under the Security Documents and for
administering the Collateral Estate and (b) all of the reasonable out-of-pocket
costs and expenses of the Collateral Agent (including, without limitation, the
reasonable fees and disbursements of its counsel, advisors and agents) (i)
arising in connection with the preparation, execution, delivery, modification,
and termination of this Agreement and each Security Document or the enforcement
of any of the provisions hereof or thereof, (ii) incurred or required to be
advanced in connection with the administration of the Collateral Estate, the
sale or other disposition of Collateral pursuant to any Security Document and
the preservation, protection or defense of the Collateral Agents rights
under this Agreement and the Security Documents and in and to the Collateral and
the Collateral Estate or (iii) incurred by the Collateral Agent in connection
with the removal of the Collateral Agent pursuant to Section 5.06(a). Such fees,
costs and expenses are intended to constitute expenses of administration under
any bankruptcy law relating to creditors rights generally. The obligations of
each Grantor under this Section 4.02 shall survive the termination of the other
provisions of this Agreement and the resignation or removal of the Collateral
Agent hereunder.

SECTION 4.03.
Stamp and Other Similar Taxes. Each Grantor agrees to indemnify and hold
harmless the Collateral Agent, the Administrative Agent and each other Secured
Party from any present or future claim for liability for any stamp or any other
similar tax, and any penalties or interest with respect thereto, which may be
assessed, levied or collected by any jurisdiction in connection with this
Agreement, any Security Document, the Collateral Estate or any Collateral. The
obligations of each Grantor under this Section 4.03 shall survive the
termination of the other provisions of this Agreement and the resignation or
removal of the Collateral Agent hereunder.

SECTION 4.04.
Filing Fees, Excise Taxes, Etc. Each Grantor agrees to pay or to
reimburse the Collateral Agent for any and all payments made by the Collateral
Agent in respect of all search, filing, recording and registration fees, taxes,
excise taxes and other similar imposts which may be payable or determined to be
payable in respect of the execution and delivery of this Agreement and each
Security Document. The obligations of each Grantor under this Section 4.04 shall
survive the termination of the other provisions of this Agreement and the
resignation or removal of the Collateral Agent hereunder.

SECTION 4.05.
Indemnification. Each Grantor agrees to pay, indemnify, and hold the
Collateral Agent and the Administrative Agent (and their respective directors,
officers, agents and employees) harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,

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expenses (including, without limitation, the reasonable fees and
expenses of counsel, advisors and agents) or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance and
administration of this Agreement and the Security Documents, unless arising from
the gross negligence or willful misconduct of the indemnified party, including
for taxes in any jurisdiction in which the Collateral Agent is subject to tax by
reason of actions hereunder or under the Security Documents, unless such taxes
are imposed on or measured by compensation paid to the Collateral Agent under
Section 4.03. In any suit, proceeding or action brought by the Collateral Agent
under or with respect to any contract, agreement, interest or obligation
constituting part of the Collateral for any sum owing thereunder, or to enforce
any provisions thereof, CCSC will save, indemnify and keep the Collateral Agent,
the Administrative Agent and the other Secured Parties harmless from and against
all expense, loss or damage suffered by reason of any defense, setoff,
counterclaim, recoupment or reduction of liability whatsoever of the obligor
thereunder, arising out of a breach by any Grantor of any obligation thereunder
or arising out of any other agreement, indebtedness or liability at any time
owing to or in favor of such obligor or its successors from any Grantor, and all
such obligations of each Grantor shall be and remain enforceable against and
only against each Grantor and shall not be enforceable against the Collateral
Agent, the Administrative Agent or any other Secured Party. The agreements in
this Section 4.05 shall survive the termination of the other provisions of this
Agreement and the resignation or removal of the Collateral Agent hereunder.

SECTION 4.06.
Collateral Agents Lien. Notwithstanding anything to the contrary in
this Agreement, as security for the payment of Collateral Agent Fees (a) the
Collateral Agent is hereby granted a lien upon all Collateral and (b) the
Collateral Agent shall have the right to use and apply any of the funds held by
the Collateral Agent in the Collateral Account to cover such Collateral Agent
Fees.

SECTION 4.07.
Further Assurances. At any time and from time to time, upon the written
request of the Administrative Agent or the Collateral Agent, and at the expense
of CCSC, each Grantor will promptly execute and deliver any and all such further
instruments and documents and take such further action as is necessary or
reasonably requested further to perfect, or to protect the perfection of, the
liens and security interests granted under the Security Documents, including,
without limitation, the filing of any financing or continuation statements under
the Uniform Commercial Code in effect in any jurisdiction. In addition to the
foregoing, at any time and from time to time, upon the written request of the
Collateral Agent, and at the expense of CCSC, each Grantor will promptly execute
and deliver any and all such further instruments and documents and take such
further action as the Collateral Agent determines is necessary or reasonably
requested to obtain the full benefits of this Agreement and the Security
Documents and of the rights and powers herein and therein granted, including,
without limitation, the filing of any financing or continuation statements under
the Uniform Commercial Code in effect in any jurisdiction with respect to the
liens and security interests granted by the Security Documents. Each Grantor
also hereby authorizes the Collateral Agent to sign and file any such financing
or continuation statements without the signature of such Grantor to the extent
permitted by applicable law. Notwithstanding the foregoing, in no event shall
the Collateral Agent have any obligation to monitor the perfection or
continuation of perfection or the sufficiency or validity of any security
interest in or related to the Collateral.

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ARTICLE V

Miscellaneous

SECTION 5.01.
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 Grantor shall be given to it as provided in the relevant
Security Agreement, with a copy to CCSC.

SECTION 5.02.
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 investigation made by the Lenders or on
their behalf, and shall continue in full force and effect until this Agreement
shall terminate.

SECTION 5.03.
Counterparts. This Agreement may be signed in any number of counterparts with the same
effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 5.04.
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 5.05. GOVERNING
LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.

SECTION 5.06.
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

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into by the 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 5.07.
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 5.07.

SECTION 5.08.
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.

SECTION 5.09.
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 5.10.
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 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

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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 5.01. 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 5.11.
Termination. (a) Upon receipt by the Collateral Agent from the
Administrative Agent of (i) a written direction to cause the liens created by
Section 4.06 and by the Security Documents to be released and discharged or (ii)
a written notice stating that the Credit Agreement has terminated in accordance
with the terms thereof, and payment in full of all Collateral Agent Fees, the
security interests created by Section 4.06 and by the Security Documents shall
terminate forthwith and all right, title and interest of the Collateral Agent in
and to the Collateral shall revert to the Grantors, their successors and
assigns.

(b) Upon the
termination of the Collateral Agents security interest and the release of
the Collateral in accordance with Section 5.11(a), the Collateral Agent will
promptly, at the Borrowers written request and expense, (i) execute and
deliver to the Borrower such documents as the Borrower shall reasonably request
to evidence the termination of such security interest or the release of the
Collateral and (ii) deliver or cause to be delivered to the Grantors all
property of the Grantors then held by the Collateral Agent or any agent thereof.

(c) This
Agreement shall terminate when the security interest granted under the Security
Documents has terminated and the Collateral has been released; provided
that the provisions of Sections 4.02, 4.03, 4.04 and 4.05 shall not be affected
by any such termination.

(d) The
Collateral Agent will, at any time, upon the written instruction of the
Administrative Agent, at the sole expense of the relevant Grantor, execute and
deliver to the relevant Grantor all releases or other documents reasonably
necessary or desirable for the release of the Liens created by the Security
Documents on the Collateral specified by the Administrative Agent in such
instruction. The Administrative Agent may give such instructions at any time,
whether or not at any such time any or all of the Obligations are still
outstanding.

SECTION 5.12.
Inspection by Regulatory Agencies. The Collateral Agent shall make
available, and shall cause each custodian and agent acting on its behalf in
connection with this Agreement to make available, all Collateral in such
Persons possession at all times for inspection by any regulatory agency
having jurisdiction over a Grantor to the extent required by such regulatory
agency in its discretion.

SECTION 5.13.
Agreement to be Bound. Pursuant to Section 8 of the U.S. Pledge
Agreement, Section 6.06 of the U.S. Security Agreement and the
corresponding provisions of the other Pledge Agreements and Security Agreements,
each Subsidiary of the Borrower party to any of such Agreements has agreed to be
bound by the terms of this Agreement and, without limiting the generality of the
foregoing, has

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expressly agreed that all obligations and liabilities of a
Grantor hereunder apply to such party with the same force and effect as if such
party were a signatory hereto.

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 written above.

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

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

---