|CONFORMED COPY
|--------------

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

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

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

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

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

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

SECTION 1.
Amendment and Restatement. Upon satisfaction of the conditions set forth
in Section 4 below, the Credit Agreement is hereby deemed to be

---

|2
|-

amended and restated in its entirety in the form attached hereto as
Exhibit A.

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

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

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

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

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

SECTION 4.
Conditions to Effectiveness. This Amendment and Restatement shall become
effective when the

---

|3
|-

Administrative Agent shall have received (a) counterparts of this
Amendment and Restatement that, when taken together, bear the signatures of the Borrowers, the
Required Lenders and Revolving Lenders holding a majority of the Revolving Credit
Commitments, and (b) payment of all fees payable by CCSC in connection with this
Amendment and Restatement, as separately agreed.

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

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

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

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

---

|4
|-

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

| |                                  |                                                                                                                                        
| | -------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------
| | CROWN CORK & SEAL COMPANY, INC.,
| | by                               | /s/    Alan W. RutherfordName: Alan W. Rutherford 
Title: Vice Chairman of theBoard, Executive VicePresident and ChiefFinancial Officer
| |                                  |                                                                                                                                        

|                 |                                                                                                           | 
|---------------- | --------------------------------------------------------------------------------------------------------- | 
|Attest:          |                                                                                                          
|[Corporate Seal] |                                                                                                           | 
|by               | /s/    William T. GallagherName: William T. Gallagher
Title: Vice President, Secretaryand General Counsel | 

| |                                                    |                                                       
| | -------------------------------------------------- | ------------------------------------------------------
| | SOCIETE DE PARTICIPATIONSCARNAUDMETALBOX SPC S.A.,
| | by                                                 | /s/    Howard C. LomaxName: Howard C. Lomax
Title: PDC
| |                                                    |                                                       

---

|5
|-

| |                                   |                                                                   
| | --------------------------------- | ------------------------------------------------------------------
| | CARNAUDMETALBOX DEUTSCHLAND GMBH,
| | by                                | /s/    Howard C. LomaxName: Howard C. Lomax
Title: Gescheftsfuhrer

| |                        |                                                         
| | ---------------------- | --------------------------------------------------------
| | CROWN UK HOLDINGS LTD,
| | by                     | /s/    John Davidson Name: John Davidson
Title: Director

| |                                                               |                                                                             
| | ------------------------------------------------------------- | ----------------------------------------------------------------------------
| | JPMORGAN CHASE BANK, individuallyand as Administrative Agent,
| | by                                                            | /s/    Charles O. FeelgoodName: Charles O. Feelgood
Title: Managing Director

| |                                                                                        |                                                                   
| | -------------------------------------------------------------------------------------- | ------------------------------------------------------------------
| | AG CAPITAL FUNDING PARTNERS, L.P.,By: Angelo, Gordon & Co., L.P.,as Investment Advisor
| | by                                                                                     | /s/    John W. FraserName: John W. Fraser
Title: Managing Director

---

|6
|-

| |                                        |                                                                            
| | -------------------------------------- | ---------------------------------------------------------------------------
| | AIG GLOBAL INVESTMENT CORP. CBO-3 LTD,
| | by                                     | /s/    John G. Lapham, IIIName: John G. Lapham, III
Title: Authorized Agent

| |                |                                                             
| | -------------- | ------------------------------------------------------------
| | ARAB BANK PLC,
| | by             | /s/    Samer Tamimi Name: Samer Tamimi
Title: Vice President

| |                                                                       |                                                                  
| | --------------------------------------------------------------------- | -----------------------------------------------------------------
| | ARES III CLO LTD.,By: ARES CLO Management, LLC,its Investment Manager
| | by                                                                    | /s/    Seth J. BrufskyName: Seth J. Brufsky
Title: Vice President

| |                                                                                                                  |                                                                   
| | ---------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------
| | ARES IV CLO LTD.,By: Ares CLO Management IV, L.P.,Investment ManagerBy: Ares CLO GP IV, LLC, its
Managing Member
| | by                                                                                                               | /s/    Seth J. Brufsky Name: Seth J. Brufsky
Title: Vice President

---

|7
|-

| |                                                                                                   |                                                               
| | ------------------------------------------------------------------------------------------------- | --------------------------------------------------------------
| | AVENUE SPECIAL SITUATIONS FUNDII, L.P.,By: Avenue Capital PartnersII LLC
By: GLS Partners II, LLC
| | by                                                                                                | /s/    Sonia GardnerName: Sonia Gardner
Title: Managing Member

| |                                             |                                                                    
| | ------------------------------------------- | -------------------------------------------------------------------
| | BANCA NAZIONALE DEL LAVOROS.P.A.-NY BRANCH,
| | by                                          | /s/    Frederic W. HallName: Frederic W. Hall
Title: Vice President

| |    |                                                                              
| | -- | -----------------------------------------------------------------------------
| | by | /s/    Leonardo ValentiniName: Leonardo Valentini
Title: First Vice President

| |                       |                                                                              
| | --------------------- | -----------------------------------------------------------------------------
| | THE BANK OF NEW YORK,
| | by                    | /s/    David S. CsatariName: David S. Csatari
Title: Assistant Vice President

| |                    |                                                              
| | ------------------ | -------------------------------------------------------------
| | BARCLAYS BANK PLC,
| | by                 | /s/    Steven LandzbergName: Steven Landzberg
Title: Director

---

|8
|-

| |              |                                                                                     
| | ------------ | ------------------------------------------------------------------------------------
| | BNP PARIBAS,
| | by           | /s/    Richard PaceName: Richard Pace
Title: Vice PresidentCorporate BankingDivision

| |    |                                                                
| | -- | ---------------------------------------------------------------
| | by | /s/    Nanette BaudonName: Nanette Baudon
Title: Vice President

| |            |                                                            
| | ---------- | -----------------------------------------------------------
| | CITIGROUP,
| | by         | /s/    Jeffrey NitzName: Jeffrey Nitz
Title: Vice President

| |                           |                                                                    
| | ------------------------- | -------------------------------------------------------------------
| | CREDIT AGRICOLE INDOSUEZ,
| | by                        | /s/    Frederik W. AaseName: Frederik W. Aase
Title: Vice President

| |    |                                                                   
| | -- | ------------------------------------------------------------------
| | by | /s/    Leo von Reisnig Name: Leo von Reisnig
Title: Vice President

---

|9
|-

| |                             |                                                
| | --------------------------- | -----------------------------------------------
| | CREDIT SUISSE FIRST BOSTON,
| | by                          | /s/    Jay ChallName: Jay Chall
Title: Director

| |    |                                                                      
| | -- | ---------------------------------------------------------------------
| | by | /s/    Jeffrey BernsteinName: Jeffrey Bernstein
Title: Vice President

| |                 |                                                                  
| | --------------- | -----------------------------------------------------------------
| | CSAM FUNDING I,
| | by              | /s/    David LernerName: David Lerner
Title: Authorized Signatory

| |                                    |                                                                      
| | ---------------------------------- | ---------------------------------------------------------------------
| | THE DAI-ICHI KANGYO BANK, LIMITED,
| | by                                 | /s/    Matthew G. MurphyName: Matthew G. Murphy
Title: Vice President

| |                                    |                                                                        
| | ---------------------------------- | -----------------------------------------------------------------------
| | DEUTSCHE BANK AG, NEW YORK BRANCH,
| | by                                 | /s/    Christian DallwitzName: Christian Dallwitz
Title: Vice President

| |    |                                                                
| | -- | ---------------------------------------------------------------
| | by | /s/    Oliver SchwarzName: Oliver Schwarz
Title: Vice President

---

|10
|--

| |                                                                                 |                                                                          
| | ------------------------------------------------------------------------------- | -------------------------------------------------------------------------
| | EATON VANCE SENIOR INCOME TRUST,By: Eaton Vance Management asInvestment Advisor
| | by                                                                              | /s/    Payson F. SwaffieldName: Payson F. Swaffield
Title: Vice President

| |                                                                                           |                                                                          
| | ----------------------------------------------------------------------------------------- | -------------------------------------------------------------------------
| | EATON VANCE INSTITUTIONAL SENIORLOAN FUND,By: Eaton Vance Management asInvestment Advisor
| | by                                                                                        | /s/    Payson F. SwaffieldName: Payson F. Swaffield
Title: Vice President

| |             |                                                                          
| | ----------- | -------------------------------------------------------------------------
| | ERSTE BANK,
| | by          | /s/    Brandon A. MeyersonName: Brandon A. Meyerson
Title: Vice President
| |            
| | by          | /s/    John S. RunnionName: John S. Runnion
Title: Managing Director     

| |                                                                                      |                                                                 
| | ------------------------------------------------------------------------------------ | ----------------------------------------------------------------
| | FARALLON CROWN INVESTORS, L.L.C.,By: Farallon Capital Management,L.L.C., its Manager
| | by                                                                                   | /s/    William MellinName: William Mellin
Title: Managing Member

---

|11
|--

| |                            |                                                                   
| | -------------------------- | ------------------------------------------------------------------
| | FIRST UNION NATIONAL BANK,
| | by                         | /s/    James BarwisName: James Barwis
Title: Senior Vice President

| |                           |                                                 
| | ------------------------- | ------------------------------------------------
| | FORTIS (USA) FINANCE LLC,
| | by                        | /s/    K. LoumanName: K. Louman
Title: President

| |    |                                                                   
| | -- | ------------------------------------------------------------------
| | by | /s/    Eugene OlivaName: Eugene Oliva
Title: Senior Vice President

| |                               |                                                                  
| | ----------------------------- | -----------------------------------------------------------------
| | FRANKLIN FLOATING RATE TRUST,
| | by                            | /s/    Chauncey LufkinName: Chauncey Lufkin
Title: Vice President

| |                                      |                                                                  
| | ------------------------------------ | -----------------------------------------------------------------
| | FRANKLIN FLOATING RATE MASTERSERIES,
| | by                                   | /s/    Chauncey LufkinName: Chauncey Lufkin
Title: Vice President

---

|12
|--

| |                                          |                                                                  
| | ---------------------------------------- | -----------------------------------------------------------------
| | FRANKLIN FLOATING RATE DAILYACCESS FUND,
| | by                                       | /s/    Chauncey LufkinName: Chauncey Lufkin
Title: Vice President

| |                          |                                                                  
| | ------------------------ | -----------------------------------------------------------------
| | FRANKLIN CLO I, LIMITED,
| | by                       | /s/    Chauncey LufkinName: Chauncey Lufkin
Title: Vice President

| |                           |                                                                  
| | ------------------------- | -----------------------------------------------------------------
| | FRANKLIN CLO II, LIMITED,
| | by                        | /s/    Chauncey LufkinName: Chauncey Lufkin
Title: Vice President

| |                                                                              |                                                                            
| | ---------------------------------------------------------------------------- | ---------------------------------------------------------------------------
| | GALAXY CLO 1999-1, LTD,By: SAI Investment Advisor, Inc.as Collateral Manager
| | by                                                                           | /s/    John G. Lapham, IIIName: John G. Lapham, III
Title: Authorized Agent

| |                               |                                                                  
| | ----------------------------- | -----------------------------------------------------------------
| | GOLDMAN SACHS CREDIT PARTNERS
| | by                            | /s/    Mark DentaleName: Mark Dentale
Title: Authorized Signatory

---

|13
|--

| |                                                                      |                                                                          
| | -------------------------------------------------------------------- | -------------------------------------------------------------------------
| | GRAYSON & CO,By: Boston Management andResearch as Investment Advisor
| | by                                                                   | /s/    Payson F. SwaffieldName: Payson F. Swaffield
Title: Vice President

| |                                       |                                                                         
| | ------------------------------------- | ------------------------------------------------------------------------
| | THE INDUSTRIAL BANK OF JAPAN,LIMITED,
| | by                                    | /s/    Akihiko MabuchiName: Akihiko Mabuchi
Title: Senior Vice President

| |                            |                                                            
| | -------------------------- | -----------------------------------------------------------
| | INTESABCI NEW YORK BRANCH,
| | by                         | /s/    Frank MaffeiName: Frank Maffei
Title: Vice President

| |    |                                                            
| | -- | -----------------------------------------------------------
| | by | /s/    J. DickerhofName: J. Dickerhof
Title: Vice President

| |                 |                                                        
| | --------------- | -------------------------------------------------------
| | KZH SOLEIL LLC,
| | by              | /s/    Susan LeeName: Susan Lee
Title: Authorized Agent

---

|14
|--

| |                   |                                                        
| | ----------------- | -------------------------------------------------------
| | KZH SOLEIL-2 LLC,
| | by                | /s/    Susan LeeName: Susan Lee
Title: Authorized Agent

| |                                                                                                                        |                                                                 
| | ---------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------
| | THE MAINSTAY FUNDS, on behalf ofits HIGH YIELD CORPORATEBOND FUND series,
By: MacKay Shields LLCits Investment Advisor
| | by                                                                                                                     | /s/    Robert A. MisiName: Robert A. Misi
Title: General Counsel

| |                             |                                                                                 
| | --------------------------- | --------------------------------------------------------------------------------
| | NATEXIS BANQUES POPULAIRES,
| | by                          | /s/    Michael FerrisName: Michael Ferris
Title: Vice PresidentLeveraged Finance

| |    |                                                                 
| | -- | ----------------------------------------------------------------
| | by | /s/    Michael J. StormsName: Michael J. Storms
Title: Associate

---

|15
|--

| |                                                                   |                                                                                 
| | ----------------------------------------------------------------- | --------------------------------------------------------------------------------
| | NORDEA BANK FINLAND PLC,(Successor in Interest to MeritaBank PLC)
| | by                                                                | /s/    Charles J. LansdownName: Charles J. Lansdown
Title: Senior Vice President

| |    |                                                              
| | -- | -------------------------------------------------------------
| | by | /s/    Ulf ForsstromName: Ulf Forsstrom
Title: Vice President

| |                             |                                                                       
| | --------------------------- | ----------------------------------------------------------------------
| | THE NORTHERN TRUST COMPANY,
| | by                          | /s/    Roger McDougalName: Roger McDougal
Title: Second Vice President

| |                                                                                  |                                                                   
| | -------------------------------------------------------------------------------- | ------------------------------------------------------------------
| | NORTHWOODS CAPITAL, LIMITED,By: Angelo, Gordon & Co., L.P.,as Collateral Manager
| | by                                                                               | /s/    John W. FraserName: John W. Fraser
Title: Managing Director

| |                                                                                    |                                                                   
| | ---------------------------------------------------------------------------------- | ------------------------------------------------------------------
| | NORTHWOODS CAPITAL II, LIMITED,By: Angelo, Gordon & Co., L.P.,s Collateral Manager
| | by                                                                                 | /s/    John W. FraserName: John W. Fraser
Title: Managing Director

---

|16
|--

| |                                                                                      |                                                                   
| | ------------------------------------------------------------------------------------ | ------------------------------------------------------------------
| | NORTHWOODS CAPITAL III, LIMITED,By: Angelo, Gordon & Co., L.P.,as Collateral Manager
| | by                                                                                   | /s/    John W. FraserName: John W. Fraser
Title: Managing Director

| |                                                                                                |                                                                               
| | ---------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------
| | OCTAGON INVESTMENT PARTNERS II, LLC,By: Octagon Credit Ivnestors, LLCas sub-investment manager
| | by                                                                                             | /s/    Michael B. NechamkinName: Michael B. Nechamkin
Title: Portfolio Manager

| |                                                                                             |                                                                               
| | ------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------
| | OCTAGON INVESTMENT PARTNERS IV, LTD.,By: Octagon Credit Investors, LLCas collateral manager
| | by                                                                                          | /s/    Michael B. NechamkinName: Michael B. Nechamkin
Title: Portfolio Manager

| |                                                                              |                                                                          
| | ---------------------------------------------------------------------------- | -------------------------------------------------------------------------
| | OXFORD STRATEGIC INCOME FUND,By: Eaton Vance Management asInvestment Advisor
| | by                                                                           | /s/    Payson F. SwaffieldName: Payson F. Swaffield
Title: Vice President

---

|17
|--

| |                        |                                                                                                    
| | ---------------------- | ---------------------------------------------------------------------------------------------------
| | PERRY PRINCIPALS, LLC,
| | by                     | /s/    William J. VernonName: William J. Vernon
Title: Managing Director andChief Financial Officer

| |                                                                                                                                                                                      |                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------
| | PRESIDENT & FELLOWS OF HARVARDCOLLEGE,By: Regiment Capital Management,
LLC as its Investment AdvisorBy: Regiment Capital Advisors,LLC its Manager and pursuant todelegated authority
| | by                                                                                                                                                                                   | /s/    Timothy PetersonName: Timothy Peterson
Title: President

| |                                   |                                                                                
| | --------------------------------- | -------------------------------------------------------------------------------
| | PROTECTIVE LIFE INSURANCECOMPANY,
| | by                                | /s/    Diane S. GriswoldName: Diane S. Griswold
Title: Assistant Vice President

| |                       |                                                                          
| | --------------------- | -------------------------------------------------------------------------
| | ROYAL BANK OF CANADA,
| | by                    | /s/    Sheryl L. GreenbergName: Sheryl L. Greenberg
Title: Senior Manager

---

|18
|--

| |                                                                                                                                                                      |                                                               
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------
| | REGIMENT CAPITAL LTD.,By: Regiment Capital Management,LLC as its Investment Advisor
By: Regiment Capital Advisors,LLC its Manager and pursuant todelegated authority
| | by                                                                                                                                                                   | /s/    Timothy PetersonName: Timothy Peterson
Title: President

| |                                        |                                                                  
| | -------------------------------------- | -----------------------------------------------------------------
| | SALOMON BROTHERS HOLDING COMPANY,INC.,
| | by                                     | /s/    Pierre BatrouniName: Pierre Batrouni
Title: Vice President

| |                   |                                                               
| | ----------------- | --------------------------------------------------------------
| | SANPAOLO IMI SPA,
| | by                | /s/    Carlo PersicoName: Carlo Persico
Title: General Manager

| |    |                                                              
| | -- | -------------------------------------------------------------
| | by | /s/    Ettore ViazzoName: Ettore Viazzo
Title: Vice President

| |                                   |                                                                               
| | --------------------------------- | ------------------------------------------------------------------------------
| | SATELLITE SENIOR INCOME FUND,LLC,
| | by                                | /s/    Matthew DeschampsName: Matthew Deschamps
Title: Chief Financial Officer

---

|19
|--

| |                                                                               |                                                                          
| | ----------------------------------------------------------------------------- | -------------------------------------------------------------------------
| | SENIOR DEBT PORTFOLIO,By: Boston Management andResearch as Investment Advisor
| | by                                                                            | /s/    Payson F. SwaffieldName: Payson F. Swaffield
Title: Vice President

| |                   |                                                               
| | ----------------- | --------------------------------------------------------------
| | SOCIETE GENERALE,
| | by                | /s/    Jerry ParisiName: Jerry Parisi
Title: Managing Director

| |                                     |                                                                               
| | ----------------------------------- | ------------------------------------------------------------------------------
| | SUMITOMO MITSUI BANKINGCORPORATION,
| | by                                  | /s/    C. Michael GarridoName: C. Michael Garrido
Title: Senior Vice President

| |                                   |                                                                            
| | --------------------------------- | ---------------------------------------------------------------------------
| | SUNAMERICA LIFE INSURANCECOMPANY,
| | by                                | /s/    John G. Lapham, IIIName: John G. Lapham, III
Title: Authorized Agent

---

|20
|--

| |                                                          |                                                                          
| | -------------------------------------------------------- | -------------------------------------------------------------------------
| | UFJ BANK, LIMITED,(Formerly known as The Sanwa BankLtd.)
| | by                                                       | /s/    Jean-Michel FatovicName: Jean-Michel Fatovic
Title: Vice President

---

|EXHIBIT A
|---------

---

CREDIT AGREEMENT

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

Among

CROWN CORK & SEAL COMPANY, INC.,

THE SUBSIDIARY BORROWERS REFERRED TO HEREIN,

THE LENDERS REFERRED TO HEREIN,

And

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

_________________

JPMORGAN SECURITIES INC.,as Lead Arranger and Bookrunner

---

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

---

TABLE OF CONTENTS

|                               |                                                         | Page
|------------------------------ | ------------------------------------------------------- | ----
|ARTICLE I                     
|                               |                                                         |     
|Definitions                   
|                              
|SECTION 1.01                   | Defined Terms                                           | 1   
|SECTION 1.02                   | Classification of Loans and Borrowings                  | 36  
|SECTION 1.03                   | Terms Generally                                         | 36  
|                              
|ARTICLE II                    
|                              
|The Credits                   
|                              
|SECTION 2.01                   | Credit Commitments                                      | 37  
|SECTION 2.02                   | Procedure for Borrowing; Assigned Dollar Values         | 39  
|SECTION 2.03                   | Conversion and Continuation Options for Loans           | 41  
|SECTION 2.04                   | Swingline Loans                                         | 42  
|SECTION 2.05                   | Prepayments of Loans                                    | 45  
|SECTION 2.06                   | Letters of Credit                                       | 47  
|SECTION 2.07                   | [Reserved]                                              | 52  
|SECTION 2.08                   | Repayment of Loans; Evidence of Debt                    | 52  
|SECTION 2.09                   | Interest Rates and Payment Dates                        | 54  
|SECTION 2.10                   | Computation of Interest                                 | 56  
|SECTION 2.11                   | Fees                                                    | 56  
|SECTION 2.12                   | Termination, Reduction or Adjustment of Commitments     | 57  
|SECTION 2.13                   | Inability to Determine Interest Rate;                  
|                               | Unavailability of Deposits; Inadequacy of Interest Rate | 59  
|SECTION 2.14                   | Pro Rata Treatment and Payments                         | 62  
|SECTION 2.15                   | Illegality                                              | 64  
|SECTION 2.16                   | Requirements of Law                                     | 65  
|SECTION 2.17                   | Taxes                                                   | 66  
|SECTION 2.18                   | Indemnity                                               | 70  
|SECTION 2.19                   | Change of Lending Office                                | 70  
|SECTION 2.20                   | Sharing of Setoffs                                      | 70  
|SECTION 2.21                   | Assignment of Commitments Under Certain Circumstances   | 71  
|                              
|ARTICLE III                   
|Representations and Warranties | 72                                                     
|                              
|SECTION 3.01                   | Organization, etc.                                      | 72  
|SECTION 3.02                   | Due Authorization, Non-Contravention, etc.              | 73  
|SECTION 3.03                   | Government Approval, Regulation, etc.                   | 73  

---

|                      |                                                           |    
|--------------------- | --------------------------------------------------------- | ---
|SECTION 3.04          | Validity, etc.                                            | 73 
|SECTION 3.05          | Financial Information                                     | 74 
|SECTION 3.06          | No Material Adverse Change                                | 74 
|SECTION 3.07          | Litigation.                                               | 74 
|SECTION 3.08          | Compliance with Laws and Agreements                       | 75 
|SECTION 3.09          | Subsidiaries                                              | 74 
|SECTION 3.10          | Ownership of Properties                                   | 75 
|SECTION 3.11          | Taxes                                                     | 75 
|SECTION 3.12          | Pension and Welfare Plans                                 | 76 
|SECTION 3.13          | Environmental Warranties                                  | 76 
|SECTION 3.14          | Regulations U and X                                       | 77 
|SECTION 3.15          | Disclosure; Accuracy of Information                       | 77 
|SECTION 3.16          | Insurance                                                 | 78 
|SECTION 3.17          | Labor Matters                                             | 78 
|SECTION 3.18          | Solvency                                                  | 78 
|SECTION 3.19          | Security Documents                                        | 79 
|                     
|ARTICLE IV           
|                     
|Conditions            | 80                                                       
|SECTION 4.01          | Effective Date                                            | 80 
|SECTION 4.02          | Conditions to Each Credit Event                           | 83 
|                     
|ARTICLE V            
|                     
|Affirmative Covenants | 85                                                       
|SECTION 5.01          | Financial Information, Reports, Notices, etc.             | 85 
|SECTION 5.02          | Compliance with Laws, etc.                                | 88 
|SECTION 5.03          | Maintenance of Properties                                 | 89 
|SECTION 5.04          | Insurance                                                 | 89 
|SECTION 5.05          | Books and Records                                         | 89 
|SECTION 5.06          | Environmental Covenant                                    | 89 
|SECTION 5.07          | Information Regarding Collateral                          | 90 
|SECTION 5.08          | Existence; Conduct of Business                            | 91 
|SECTION 5.09          | Payment of Obligations                                    | 91 
|SECTION 5.10          | Casualty and Condemnation                                 | 91 
|SECTION 5.11          | Additional Subsidiaries; Holding Company Reorganization   | 92 
|SECTION 5.12          | Further Assurances                                        | 93 
|SECTION 5.13          | Use of Proceeds                                           | 95 
|SECTION 5.14          | Release of Collateral                                     | 95 
|                     
|ARTICLE VI           
|                     
|Negative Covenants    | 95                                                       
|SECTION 6.01          | Indebtedness; Certain Equity Securities                   | 95 
|SECTION 6.02          | Liens                                                     | 97 
|SECTION 6.03          | Fundamental Changes                                       | 98 
|SECTION 6.04          | Investments, Loans, Advances, Guarantees and Acquisitions | 99 
|SECTION 6.05          | Asset Sales                                               | 101

---

|                  |                                                                       |    
|----------------- | --------------------------------------------------------------------- | ---
|SECTION 6.06      | Sale and Leaseback Transactions                                       | 102
|SECTION 6.07      | Hedging Agreements                                                    | 102
|SECTION 6.08      | Restricted Payments; Certain Payments of Indebtedness                 | 103
|SECTION 6.09      | Transactions with Affiliates                                          | 104
|SECTION 6.10      | Restrictive Agreements                                                | 104
|SECTION 6.11      | Amendment of Material Documents                                       | 105
|SECTION 6.12      | Interest Expense Coverage Ratio                                       | 105
|SECTION 6.13      | Leverage Ratio                                                        | 105
|SECTION 6.14      | Asbestos Payments                                                     | 105
|SECTION 6.15      | Debt Repayment Funds                                                  | 105
|                 
|ARTICLE VII      
|                 
|Events of Default | 106                                                                  
|SECTION 7.01      | Listing of Events of Default                                          | 106
|SECTION 7.02      | Action if Bankruptcy                                                  | 110
|SECTION 7.03      | Action if Other Event of Default                                      | 110
|SECTION 7.04      | Action if Event of Termination                                        | 110
|                 
|ARTICLE VIII     
|                 
|The Agents        | 110                                                                  
|ARTICLE IX       
|                 
|Guarantee         | 113                                                                  
|SECTION 9.01      | Guarantee                                                             | 113
|SECTION 9.02      | Amendments, etc., with respect to the Subsidiary Borrower Obligations | 114
|SECTION 9.03      | Guarantee Absolute and Unconditional                                  | 114
|SECTION 9.04      | Reinstatement                                                         | 116
|SECTION 9.05      | Payments                                                              | 116
|SECTION 9.06      | Independent Obligations                                               | 116
|                 
|ARTICLE X        
|                 
|Miscellaneous     | 116                                                                  
|SECTION 10.01     | Notices                                                               | 116
|SECTION 10.02     | Survival of Agreement                                                 | 118
|SECTION 10.03     | Binding Effect                                                        | 118
|SECTION 10.04     | Successors and Assigns                                                | 118
|SECTION 10.05     | Expenses; Indemnity                                                   | 124
|SECTION 10.06     | Right of Setoff                                                       | 126
|SECTION 10.07     | Applicable Law                                                        | 126
|SECTION 10.08     | Waivers; Amendment                                                    | 126
|SECTION 10.09     | Interest Rate                                                         | 128
|SECTION 10.10     | Entire Agreement                                                      | 129
|SECTION 10.11     | WAIVER OF JURY TRIAL                                                  | 129
|SECTION 10.12     | Severability                                                          | 130
|SECTION 10.13     | Counterparts                                                          | 130
|SECTION 10.14     | Headings                                                              | 130

---

|                 |                                                           |    
|---------------- | --------------------------------------------------------- | ---
|SECTION 10.15    | Jurisdiction; Consent to Service of Process               | 130
|SECTION 10.16    | Judgments Relating to Subsidiary Borrowers                | 132
|SECTION 10.17    | Confidentiality                                           | 132
|SECTION 10.18    | Joint Liability of French Borrowers                       | 133
|                
|EXHIBIT A        | Form of Administrative Questionnaire                     
|EXHIBIT B        | Form of Assignment and Acceptance                        
|EXHIBIT C        | Form of Collateral Sharing Agreement                     
|EXHIBIT D        | Form of Compliance Certificate                           
|EXHIBIT E        | Form of Indemnity, Subrogation and Contribution Agreement
|EXHIBIT F        | Calculation of MLA Costs                                 
|EXHIBIT G        | Form of Note                                             
|EXHIBIT H        | Form of Subsidiary Borrower Closing Certificate          
|EXHIBIT I        | Form of Subsidiary Borrower Notice and Designation       
|EXHIBIT J        | Form of U.S. Guarantee Agreement                         
|EXHIBIT K        | Form of U.S. Pledge Agreement                            
|EXHIBIT L        | Form of U.S. Security Agreement                          
|EXHIBIT M        | Form of Opinion of Dechert                               
|EXHIBIT N        | Form of Opinion of William T. Gallagher Esq.             
|EXHIBIT O        | Form of Opinion of Holters & Elsing                      
|EXHIBIT P        | Form of French Solvency Certificate                      
|EXHIBIT Q        | Form of Auditors' Certificate                            
|                
|SCHEDULE 1.01(a) | Mortgaged Properties                                     
|SCHEDULE 1.01(b) | Subsidiary Borrowers                                     
|SCHEDULE 1.01(c) | Existing Letters of Credit                               
|SCHEDULE 2.01    | Lenders and Commitments                                  
|SCHEDULE 3.09    | Subsidiaries                                             
|SCHEDULE 3.19(a) | Required Actions-Foreign Stock Pledges                   
|SCHEDULE 3.19(b) | Required Actions-Foreign Collateral                      
|SCHEDULE 3.19(d) | Mortgage Filing Offices                                  
|SCHEDULE 6.01    | Indebtedness                                             
|SCHEDULE 6.02    | Existing Liens                                           
|SCHEDULE 6.04    | Existing Investments                                     
|SCHEDULE 6.05    | Permitted Divestitures                                   
|SCHEDULE 6.10    | Existing Restrictions                                    

---

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

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

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

ARTICLE I

Definitions

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

ABR Borrowing
shall mean a Borrowing comprised of ABR Loans.

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

Adjusted LIBO
Ratemeans, with respect to any Eurocurrency Borrowing for any Interest Period,
an interest rate per annum (rounded upwards, if necessary, to the next

---

|2
|-

1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.

Administrative
Questionnaire shall mean an Administrative Questionnaire in the form
of Exhibit A.

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

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

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

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

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

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

Aggregate
Tranche A Revolving Credit Exposure shall mean the aggregate
amount of the Tranche A Lenders Tranche A Revolving Credit
Exposures.

Aggregate
Tranche B Revolving Credit Exposure shall mean the aggregate amount of
the Tranche B Revolving Lenders Tranche B Revolving Credit
Exposures.

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

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

---

|3
|-

Federal Funds Effective Rate shall be effective on the effective date of
such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

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

Alternative
Committed Currency Borrowing shall mean a Borrowing comprised in whole
or in part of Alternative Committed Currency Loans.

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

Alternative
Committed Currency Loan shall mean any Revolving Loan denominated in
an Alternative Committed Currency.

Amendment and
Restatement Agreement means the Amendment and Restatement Agreement dated as of
February 4, 2002 among the Borrowers, the Lenders and the Administrative Agent, relating
to this Agreement.

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

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

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

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

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

---

|4
|-

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

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

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

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

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

Board
shall mean the Board of Governors of the Federal Reserve System of the United
States.

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

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

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

British
Pounds Sterling shall mean lawful money of the United Kingdom.

Business
Day shall mean a day other than a Saturday, Sunday or other day on
which commercial banks in

---

|5
|-

New York, New York are authorized or required by law to close,
except that (i) when used in connection with a Eurocurrency Loan or an Alternative
Committed Currency Loan, Business Day also shall exclude any day on which
dealings in foreign currencies and exchange between banks may not be carried on in
London, England, or New York, New York or, in the case of an Alternative
Committed Currency Loan denominated in Euro, the place designated by the Administrative
Agent from time to time as the place for

payments in Euro and (ii) when used in connection with the payment
or purchase of any amount denominated in an Alternative Committed Currency, Business
Dayalso shall exclude any day on which dealings in foreign currencies and exchange
may not be carried on between banks located in Frankfurt, Germany or, in the case of
Loans denominated in French Francs or made by a Lender domiciled in Paris, France.

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

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

CERCLIS
shall mean the Comprehensive Environmental Response, Compensation and Liability
Information System List.

Change
in Control shall mean (a) the acquisition of ownership, directly
or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the Effective Date) of Equity
Interests representing more than 50% of either the aggregate ordinary voting
power or the aggregate equity value represented by the issued and outstanding
Equity Interests in CCSC; or (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of CCSC by Persons who were
neither (i) nominated by the board of directors of CCSC nor
(ii) appointed by directors so nominated. A corporate

---

|6
|-

reorganization of
CCSC that results in CCSC becoming a wholly owned subsidiary of a holding
company, the outstanding Equity Interests of which are held by the same holders
(in substantially the same proportions) as are holders of the Equity Interests
of CCSC immediately prior to such corporate reorganization, shall not constitute
a Change in Control (provided that the directors of such
holding company, immediately after giving effect to such corporate
reorganization, were either (i) nominated,
appointed or approved by the board of directors of CCSC or (ii) appointed
by directors so nominated); but after giving effect to any such corporate reorganization,
references in the preceding sentences of this definition to CCSCshall be
deemed to refer to such holding company for purposes of determining whether a Change
in Controlhas occurred and, in addition, the failure by CCSC thereafter to remain a
wholly owned subsidiary of such holding company also shall constitute a Change in
Control.

Charges
shall have the meaning assigned to such term in Section 10.09.

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

Code
shall mean the Internal Revenue Code of 1986, as amended from time to time.

Collateral
means any and all Collateral, as defined in any applicable Security
Document.

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

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

---

|7
|-

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

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

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

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

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

Consolidated
Net Interest Expense means, for any period, (a) the sum of
(i) the interest expense (including

---

|7
|-

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

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

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

Credit
Event shall have the meaning assigned to such term in
Section 4.02.

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

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

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

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

Dollars
or $ shall mean lawful money of the United States of America.

Domestic
Subsidiary shall mean any Subsidiary of CCSC that is not a Foreign
Subsidiary.

---

|9
|-

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

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

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

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

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

---

|10
|--

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

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

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

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

Eurocurrency
Borrowing shall mean a Borrowing comprised of Eurocurrency Loans.

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

Eurocurrency
Revolving Credit Borrowing shall mean a Revolving Credit Borrowing
comprised of Eurocurrency Loans.

Event
of Default shall have the meaning assigned to such term in
Section 7.01.

Event
of Termination shall have the meaning assigned to such term in
Section 7.01.

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

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

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

Extended Term Loan
Maturity Date means August 4, 2002.

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

---

|11
|--

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

Fee
Letter shall mean the Fee Letter dated January 23, 2001, among
CCSC, The Chase Manhattan Bank and JP Morgan, a division of Chase
Securities Inc.

Fees
shall mean the Facility Fees, the LC Fees and the Agent Fees.

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

Fiscal
Quarter shall mean any quarter of a Fiscal Year.

Fiscal Year
shall mean any period of twelve consecutive calendar months ending on
December 31; references to a Fiscal Year with a number corresponding to any
calendar year (e.g. the 1994 Fiscal Year) refer to the Fiscal
Year ending on December 31 occurring during such calendar year.

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

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

---

|12
|--

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

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

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

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

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

French
Borrower shall mean a Subsidiary Borrower that is organized under the
laws of France.

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

French
Holding Companies shall mean Crown Développement SNC,
CarnaudMetalbox SA and Société de Participations
CarnaudMetalbox SA.

---

|13
|--

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

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

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

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

Hazardous
Materials shall mean all explosive or radioactive substances or
wastes, hazardous or toxic substances or wastes, pollutants, solid, liquid or
gaseous wastes, including petroleum or petroleum distillates, asbestos or
asbestos containing materials, polychlorinated

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|14
|--

biphenyls
(PCBs) or PCB-containing materials or equipment, infectious
or medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

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

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

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

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

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

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

Indebtedness
of any Person means, without duplication, (a) all obligations of such
Person for borrowed money or with respect to deposits or advances of any kind,
(b) all obligations of such Person evidenced by bonds, debentures, notes or
similar instruments, (c) all obligations of such Person upon which interest
charges are customarily paid (excluding obligations to pay salary or benefits
under deferred compensation or other benefit programs), (d) all obligations
of such Person under conditional sale or other title retention agreements
relating to property acquired by such Person, (e) all obligations of such
Person in respect of the deferred purchase price of property or services
(excluding current accounts payable incurred in the ordinary course of

---

|15
|--

business), (f) all Indebtedness (excluding prepaid interest thereon) of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (g) all Guarantees by such Person of Indebtedness of others,
(h) all Capital Lease Obligations of such Person, (i) all obligations,
contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty and (j) all obligations,
contingent or otherwise, of such Person in respect of bankers acceptances;
provided, however, that the term Indebtedness shall
not include indebtedness incurred by a special purpose, wholly owned Subsidiary
of such Person that purchases accounts receivable from such Person and its other
Subsidiaries to the extent that such indebtedness is nonrecourse to such Person
and each such other Subsidiary and is not required under GAAP to be reflected on
the consolidated balance sheet of CCSC. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person is
directly liable therefor as a result of such Persons ownership interest in or other
relationship with such entity, except to the extent the terms of such Indebtedness
provide that such Person is not liable therefor.

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

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

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

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

Interest
Payment Date shall mean, with respect to any Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in
the case of a Eurocurrency Borrowing with an Interest Period of

---

|16
|--

more than three
months duration, (a) each day that would have been an Interest
Payment Date had successive Interest Periods of three months duration been
applicable to such Borrowing, and, in addition, (b) the date of any
refinancing of such Borrowing with a Borrowing of a different Type.

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

Issuing
Bank means The Chase Manhattan Bank, in its capacity as the issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in
Section 2.06(i); provided that, when used with respect to each of
the Existing Letters of Credit, the term Issuing Bank shall refer to
the issuing bank in respect of such Existing Letter of Credit identified in
Schedule 1.01(c);

---

|17
|--

provided further that such issuing banks in
respect of the Existing Letters of Credit shall not be required to issue any
additional Letters of Credit hereunder. The Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of the
Issuing Bank, in which case the term Issuing Bank shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate.

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

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

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

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

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

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

Leverage
Ratio means, on any date, the ratio of (a) Total Indebtedness as
of such date to (b) Consolidated EBITDA for the period of four consecutive
Fiscal Quarters of CCSC ended on such date (or, if such date is not the last day
of a Fiscal Quarter, ended on the last day of the Fiscal Quarter most recently
ended prior to such date); provided

---

|18
|--

that for purposes of this definition,
if CCSC or any of its Subsidiaries has sold, transferred, leased or otherwise
disposed of assets pursuant to Section 6.05(f) during the relevant period
for determining Consolidated EBITDA, (x) Consolidated EBITDA for the
relevant period shall be calculated after giving pro forma effect thereto, as if
any such sale, transfer, lease or other disposition of assets (and any related
incurrence, repayment or assumption of Indebtedness, with any new Indebtedness
being deemed to be amortized over the relevant period in accordance with its
terms) had occurred on the first day of the relevant period for determining
Consolidated EBITDA, and (y) Total Indebtedness shall be calculated after
giving effect to the application of any Net Cash Proceeds from such sale,
transfer, lease or other disposition of assets pursuant to Section 2.05.
Any such pro forma calculations may include operating and other expense
reductions and other synergistic benefits for such period resulting from any
transaction that is being given pro forma effect to the extent that such
operating and other
expense reductions and other synergistic benefits would be permitted
pursuant to Article XI of Regulation S-X under the Securities Act of 1933.

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

---

|19
|--

Borrowing, for any Interest Period applicable to a
Weekly Eurocurrency Borrowing, (a) the interest rate per annum determined
by the Administrative Agent to be the arithmetic mean (rounded upwards, if
necessary, to the nearest 1/100 of 1%) of the rates at which deposits in the
currency in which such Borrowing is denominated approximately equal in principal
amount to the Loan of the Administrative Agent, in its capacity as Lender,
included in such Weekly Eurocurrency Borrowing and for a maturity comparable to
such Interest Period are offered to the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market, as of 11:00 a.m., London time, on the Quotation Day for the
currency in which such Borrowing is denominated for such Interest Period.

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

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

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

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

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

Material
Indebtedness means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Hedging Agreements, of any one
or more of CCSC and its Subsidiaries in an aggregate principal amount exceeding
$50,000,000. For purposes of determining Material Indebtedness, the
principal amount of the obligations of CCSC or any Subsidiary in
respect of any Hedging Agreement at any time shall be the maximum aggregate
amount

---

|20
|--

(giving effect to any netting agreements) that CCSC or such Subsidiary
would be required to pay if such Hedging Agreement were terminated at such time.

Maximum
Rate shall have the meaning assigned to such term in
Section 10.09.

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

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

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

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

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

Net
Cash Proceeds means, with respect to any Prepayment Event (a) the
cash proceeds actually received in respect of such Prepayment Event including
(i) any cash received in respect of any non-cash proceeds, but only as and
when received, (ii) in the case of a casualty, insurance proceeds, and
(iii) in the case of a condemnation or similar event, condemnation awards
and similar payments, net of (b) the sum of (i) all reasonable fees
and out-of-pocket expenses paid by CCSC and the Subsidiaries to third parties
(other than Affiliates) in connection with such event, (ii) in the case of
a sale, transfer or other disposition of an asset (including pursuant to a sale
and leaseback transaction or a casualty or a condemnation or similar
proceeding), the amount of all payments required to be made by CCSC and the
Subsidiaries as a result of such event to repay Indebtedness (other than Loans)
secured by such asset or otherwise subject to mandatory prepayment as a result
of

---

|21
|--

such event, and (iii) the amount of all taxes paid (or reasonably
estimated to be payable) by CCSC and the Subsidiaries, and the amount of any
reserves established by CCSC and the Subsidiaries to fund contingent liabilities
reasonably estimated to be payable, in each case during the year that such event
occurred or the next succeeding two years and that are directly attributable to
such event (as determined reasonably and in good faith by CCSC), provided
that any amount by which such reserves are reduced for reasons other than
payment of any such contingent liabilities shall be considered Net Cash
Proceeds upon such reduction. In the case of Net Cash Proceeds denominated
in a currency other than Dollars, the amount of such Net Cash Proceeds shall be
the Dollar Equivalent thereof.

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

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

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

Non-Extended Term
Loan Maturity Date means February 4, 2002.

Note
shall mean a note substantially in the form of Exhibit G.

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

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

---

|22
|--

Original
Restated Credit Agreement has the meaning assigned to it in the preliminary
statement in this Agreement.

Original
Credit Agreement has the meaning assigned to it in the preliminary
statement in this Agreement.

PBGC
shall mean the Pension Benefit Guaranty Corporation referred to and defined in
ERISA.

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

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

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

"Permitted Encumbrances"
means:

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

| | (b) statutory
Liens of landlords and carriers, warehousemens, mechanics, materialmens,
repairmens, suppliersand other like Liens imposed by law or pursuant to
customary reservations or retentions of title, arising in the ordinary course of business
and securing
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|23
|--

| | obligations that are not overdue by more than 60 days or are being
contested in compliance with Section 5.09;
| | -------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

provided that the term Permitted Encumbrances
shall not include any Lien securing Indebtedness.

"Permitted Investments"
means:

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

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|24
|--

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

| | (c) repurchase
obligations of any Lender or of any commercial bank satisfying the requirements of clause (b)
of this definition, having a term of not more than 30 days with respect to
securities issued or fully guaranteed or insured by the United States of America or any
agency thereof;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)
commercial paper of a domestic issuer rated at least A-1 by S&P or P-1 by Moody's;
| | --------------------------------------------------------------------------------------

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

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

Permitted
Receivables Financing shall mean (i) the transactions under the
Receivables Purchase Agreement dated as of January 26, 2001 (the
Receivables Purchase Agreement) among Crown Cork & Seal
Receivables (DE) Corporation, as Seller, Crown Cork & Seal Company (USA),
Inc., as the Servicer, the banks and other financial institutions party thereto
as Purchasers thereunder and Citibank, N.A., as administrative agent for the
Purchasers and the other Owners thereunder, as the same may be amended, amended
and restated, supplemented or otherwise modified

---

|25
|--

from time to time and under the
Transaction Documents as defined therein, and (ii) refinancings
of the program under the Receivables Purchase Agreement or the consummation of
one or more additional receivables financings (including, without limitation,
financings of European receivables) with combined proceeds of all Permitted
Receivables Financings in an aggregate principal amount not to exceed
$600,000,000 (or, at the time that the applicable Permitted Receivables
Financing is entered into, the Dollar Equivalent thereof) at any time
outstanding, in each case pursuant to a structured receivables financing
consisting of a securitization of receivables the material terms of which are
reasonably satisfactory to CCSC and the Administrative Agent on behalf of the
Lenders. For purposes of the foregoing $600,000,000 limitation, outstanding
proceeds at any time shall be deemed to equal the then outstanding capital
amount or principal amount received by the relevant Receivables Subsidiary in
respect of sales of accounts receivable or as a result of the creation of debt
of such Receivables Subsidiary where such debt is supported by accounts
receivable, in each case pursuant to a Permitted Receivables Financing, to the
extent such accounts receivable remain outstanding and uncollected at such time.

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

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

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

Prepayment
Event shall mean:

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

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

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

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

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

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

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

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Agency Agreement, dated as of December 6, 1999, between Crown
Cork & Seal Finance S.A., as Issuer, CCSC as Guarantor, Citibank N.A., as
Agent and Paribas Luxembourg as additional Paying Agent.

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

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

Register
shall have the meaning given such term in Section 10.04(d).

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

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

Related
Parties means, with respect to any specified Person, such
Persons Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Persons Affiliates.

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

Remedial
Action means (a) remedial action as such term is
defined in CERCLA, 42 USC. Section 9601(24), and (b) all other
actions required by any Governmental Authority or voluntarily undertaken to:
(i) cleanup, remove, treat, abate or in any other way address any

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Hazardous
Material in the environment; (ii) prevent the Release or threat of Release,
or minimize the further Release of any Hazardous Material so it does not migrate
or endanger or threaten to endanger public health, welfare or the Environment;
or (iii) perform studies and investigations in connection with, or as a
precondition to, (i) or (ii) above.

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

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

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

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

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

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

Revolving
Credit Borrowing shall mean a Tranche A Revolving Credit
Borrowing or a Tranche B Revolving Credit Borrowing.

Revolving
Credit Commitment shall mean a Tranche A Revolving Credit
Commitment or a Tranche B Revolving Credit Commitment.

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

Revolving
Credit Exposure shall mean Tranche A Revolving Credit Exposure
and Tranche B Revolving Credit Exposure.

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

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

Revolving
Loans shall mean Tranche A Revolving Loans and Tranche B
Revolving Loans.

S&P
shall mean Standard & Poors, a division of The McGraw-Hill
Companies.

Secured
Parties shall have the meaning assigned to such term in the applicable
Security Agreement.

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

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

Spot
Exchange Rate shall mean, on any day, (a) with respect to any
Alternative Committed Currency in relation to Dollars, the spot rate at which
Dollars are offered on such day for such Alternative Committed Currency

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|30
|--

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

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

Subsidiary
means, with respect to any Person, (i) any corporation of which more than
50% of the outstanding capital stock having ordinary voting power to elect a
majority of the board of directors of such corporation (irrespective of whether
at the time capital stock of any other class or classes of such corporation
shall or might have voting power upon the occurrence of any contingency) is at
the time directly or indirectly owned by such Person, by such Person and one or
more other Subsidiaries of such Person, or by one or more other Subsidiaries of
such Person, (ii) any partnership of which more than 50% of the outstanding
partnership interests having the power to act as a general partner of such
partnership (irrespective of whether at

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the time any partnership interests other
than general partnership interests of such partnership shall or might have
voting power upon the occurrence of any contingency) is at the time directly or
indirectly owned by such Person, by such Person and one or more other
Subsidiaries of such Person, or by one or more other Subsidiaries of such
Person; provided that with respect to partnerships in which CCSC directly
or indirectly owns a partnership interest, such partnership shall not be deemed
to be a Subsidiary of CCSC unless such partnerships primary assets consist
of the capital stock of corporate Subsidiaries of CCSC or (iii) any other
legal entity the accounts of which would be consolidated with those of such
Person on a consolidated balance sheet of such Person prepared in accordance
with GAAP. Unless otherwise indicated, when used in this Agreement, the term
Subsidiary shall refer to a Subsidiary of CCSC.

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

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

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

Subsidiary
Borrower Obligations shall mean, with respect to each Subsidiary
Borrower, the unpaid principal of and interest on (including interest accruing
after the maturity of the Loans made to such Subsidiary Borrower and interest
accruing after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, relating to such Subsidiary
Borrower, whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding) the Loans made to or LC Disbursements made pursuant
to Letters of Credit issued for the account of such Subsidiary Borrower and all
other obligations and liabilities of such Subsidiary Borrower to either Agent,
the Issuing Bank or to any Lender, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, this Agreement or any other
document made, delivered or given in connection herewith, whether on account of
principal, inter-

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est, fees, indemnities, costs or expenses (including, without
limitation, all fees, charges and disbursements of counsel (including the
allocated costs of internal counsel) that are required to be paid by such
Subsidiary Borrower to either Agent, the Issuing Bank or to any Lender pursuant
to any Loan Document) or otherwise.

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

Swingline
Borrower shall mean any Borrower to which Swingline Loans are made.

Swingline Commitment
shall mean the commitment of the Swingline Lender to make loans pursuant to
Section 2.04.

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

Swingline
Lender shall mean The Chase Manhattan Bank, in its capacity as lender
of Swingline Loans.

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

Taxes
shall have the meaning assigned to such term in Section 2.17.

Term
Borrowing shall mean a Borrowing comprised of Term Loans.

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

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

Term
Loan means a Loan made pursuant to clause (i) of
Section 2.01(a).

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

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

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

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

Tranche A
Revolving Credit Borrowing shall mean a Borrowing comprised of
Tranche A Revolving Loans.

Tranche A
Revolving Credit Commitment shall mean, with respect to each
Tranche A Revolving Lender, the commitment of such Tranche A Revolving
Lender to make Tranche A Revolving Loans and to acquire participations in
Letters of Credit and Swingline Loans hereunder, expressed in each case as an
amount representing the maximum principal amount of such Tranche A
Revolving Lenders Tranche A

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Revolving Credit Exposure hereunder, as
the same may be reduced from time to time pursuant to the provisions of this
Agreement. The initial amount of each Tranche A Revolving Lenders
Tranche A Revolving Credit Commitment is set forth on Schedule 2.01
(in the case of Tranche A Revolving Credit Commitments in effect on the
Effective Date), or in the Assignment and Acceptance pursuant to which such
Lender shall have assumed its Tranche A Revolving Credit Commitment, as
applicable. The aggregate amount of the Tranche A Revolving Lenders
Tranche A Revolving Credit Commitments as of the Effective Date is
$2,175,000,000.

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

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

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

Tranche B
Revolving Credit Borrowing shall mean a Borrowing comprised of
Tranche B Revolving Loans.

Tranche B
Revolving Credit Commitment shall mean, with respect to each
Tranche B Revolving Lender, the commitment of such Tranche B Revolving
Lender to make Tranche B Revolving Loans, expressed as an amount
representing the maximum principal amount of such Lenders Tranche B
Revolving Credit Exposure hereunder, as the same may be reduced from time to
time pursuant to the provisions of this Agreement. The initial amount of each
Tranche B Revolving Lenders Tranche B Revolving Credit
Commitment is

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set forth on Schedule 2.01 (in the case of Tranche B
Revolving Credit Commitments in effect on the Effective Date), or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Tranche B Revolving Credit Commitment, as applicable. The aggregate amount
of the Tranche B Revolving Lenders Tranche B Revolving Credit
Commitments as of the Effective Date is $325,000,000.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Weekly
Eurocurrency Borrowing shall mean a Revolving Credit Borrowing
comprised of Weekly Eurocurrency Loans.

Weekly
Eurocurrency Loan shall have the meaning specified in
Section 2.01(d).

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

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

SECTION 1.03.
Terms Generally. The definitions in Section 1.01 shall apply equally
to both the singular and plural forms of the terms defined. Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words include, includes and
including shall be deemed to be followed by the phrase without
limitation. All references herein to Articles, Sections, Exhibits and
Schedules shall be deemed

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references to Articles and Sections of, and Exhibits
and Schedules to, this Agreement unless the context shall otherwise require.
Except as otherwise expressly provided herein, (a) any reference in this
Agreement to any Loan Document shall mean such document as amended, restated,
supplemented or otherwise modified from time to time and (b) all terms of
an accounting or financial nature shall be construed in accordance with GAAP, as
in effect from time to time; provided, however, that for purposes of
determining compliance with the covenants contained in Article VI, all
accounting terms herein shall be interpreted and all accounting determinations
hereunder shall be made in accordance with GAAP as in effect on the Effective
Date and applied on a basis consistent with the application used in the
financial statements referred to in Section 3.05.

ARTICLE II

The Credits

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

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exceed such Tranche A Revolving
Lenders Tranche A Revolving Credit Commitment, (iv) the Tranche B
Revolving Credit Exposure of any Tranche B Revolving Lender would exceed such
Tranche B Revolving Lenders Tranche B Revolving Credit Commitment, (v) the
Assigned Dollar Value of all outstanding Alternative Committed Currency Loans denominated
in Euros would exceed $1,500,000,000, (vi) the Assigned Dollar Value of all
outstanding Alternative Committed Currency Loans denominated in British Pounds Sterling
would exceed $1,000,000,000 or (vii) the Assigned Dollar Value of all outstanding
Alternative Committed Currency Loans would exceed $1,500,000,000.

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

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

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

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

(b)  Each
Borrowing shall be in a minimum aggregate principal amount of
(i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof
or (ii) in the case of a Revolving Credit Borrowing, if less, the aggregate
amount of the then Available Tranche A Revolving Credit Commitments or
Available Tranche B Revolving Credit Commitments, as applicable. Subject to
Section 2.13, Revolving Loans specified as an Alternative Committed
Currency Borrowing shall be made in the Alternative Committed Currency specified
in the applicable Borrowing Request in an aggregate amount equal to the Dollar
Equivalent of the Dollar amount specified in such Borrowing Request (as
determined by the Administrative Agent based

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upon the applicable Spot Exchange
Rate as of the Denomination Date for such Borrowing (which determination shall
be conclusive absent manifest error)); provided, however, that for
purposes of clauses (i) and (ii) above, each Alternative Committed Currency
Loan shall be deemed to be in a principal amount equal to its Assigned Dollar
Value.

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

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

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

(d)  Upon
receipt of a Borrowing Request from any Borrower, the Administrative Agent shall
promptly notify each applicable Lender of the requested currency and aggregate
amount (in both the requested currency and Dollars) of such Borrowing and of the
amount (in both the requested currency and Dollars) of such Lenders
pro rata portion thereof, which shall be based on the respective Available
Tranche A Revolving Credit Commitments of all the Tranche A Revolving
Lenders or the Available Tranche B Revolving Credit Commitments of all the
Tranche B Revolving Lenders, as applicable (in the case of a Revolving
Credit Borrowing) or Term Commitments (in the case of a Term Borrowing), as
applicable. Each Lender will make the amount of its pro rata portion of each
such Borrowing available to

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

SECTION 2.03.
Conversion and Continuation Options for Loans. (a)  Each
Borrower may elect from time to time to convert (i) Eurocurrency Loans
denominated in Dollars to ABR Loans, by giving the Administrative Agent prior
notice of such election not later than 10:00 a.m., New York City time,
on the Business Day prior to a requested conversion or (ii) ABR Loans to
Eurocurrency Loans by giving the Administrative Agent prior notice of such
election not later than 11:00 a.m., London time, three Business Days prior
to a requested conversion; provided that if any such conversion of
Eurocurrency Loans is made other than on the last day of an Interest Period with
respect thereto, such Borrower shall pay any amounts due to the Lenders pursuant
to Section 2.18 as a result of such conversion. Any such notice of
conversion to Eurocurrency Loans shall specify the length of the initial
Interest Period or Interest Periods therefor. Upon receipt of any such notice
the Administrative Agent shall promptly notify each Lender thereof. All or any
part of the outstanding Eurocurrency Loans or ABR Loans may be converted

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as
provided herein; provided that (i) no Loan may be converted into a
Eurocurrency Loan when any Event of Default has occurred and is continuing and
the Administrative Agent or the Required Lenders have determined that such a
conversion is not appropriate and (ii) no Loan may be converted into a
Eurocurrency Loan after the date that is one month prior to the Revolving Credit
Maturity Date or the Term Loan Maturity Date, as applicable. Notwithstanding the
foregoing, a Borrower may not elect to convert the currency in which any Loan is
denominated; however, subject to the terms of Section 2.01 and
Section 2.04, a Borrower may elect to prepay a Revolving Loan and refinance
the amount of such Revolving Loan in another permitted currency.

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

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

SECTION 2.04.
Swingline Loans. (a)  Subject to the terms and conditions
hereof, the Swingline Lender agrees to make swingline loans in Dollars
(individually, a Swingline Loan and collectively, the
Swingline Loans) to any Borrower (other than a French
Borrower) from time to

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

(b)  Notwithstanding
the occurrence of any Event of Default or Event of Termination or noncompliance
with the conditions precedent set forth in Article IV or the minimum
borrowing amounts specified in Section 2.02, if any Swingline Loan shall
remain outstanding at 10:00 a.m.,

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

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

(d)  Notwithstanding
the foregoing, a Lender shall not have any obligation to acquire a participation
in a Swingline Loan pursuant to the foregoing paragraphs if an Event of Default
or Event of Termination shall have occurred and be continuing at the time such
Swingline Loan was made and such Lender shall have notified the Swingline Lender
in

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writing, at least one Business Day prior to the time such Swingline Loan was
made, that such Event of Default or such Event of Termination has occurred and
that such Lender will not acquire participations in Swingline Loans made while
such Event of Default or such Event of Termination is continuing.

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

(b)  In
the event and on such occasion that (i) the Aggregate Tranche A
Revolving Credit Exposure exceeds the Total Tranche A Revolving Credit
Commitment, CCSC shall prepay, or cause one or more of the Subsidiary Borrowers
to prepay, Tranche A Revolving Credit Borrowings or Swingline Borrowings
(or, if no such Borrowings are outstanding, deposit cash collateral in an
account with the

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Administrative Agent pursuant to Section 2.06(j)) in an
aggregate amount equal to such excess or (ii) the Aggregate Tranche B
Revolving Credit Exposure exceeds the Total Tranche B Revolving Credit
Commitment, CCSC shall cause one or more of the French Borrowers to prepay
Tranche B Revolving Credit Borrowings in an aggregate amount equal to such
excess.

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

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

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Reduction Amount, and (3) 50% thereafter. "Term Loan Reduction Amount"
means the aggregate principal amount of Term Loan repayments and prepayments
made by the Borrower but excluding the aggregate principal amount of mandatory
prepayments made pursuant to this Section 2.05(d).

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

(b)  Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the applicable Borrower shall hand deliver or
telecopy (or transmit by electronic communication, if arrangements for doing so
have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire
(which shall comply with paragraph (c) of this Section), the amount of such
Letter of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by the Issuing Bank, the applicable Borrower also shall
submit a letter of credit application on the Issuing Banks
standard form in connection with any request for a Letter of Credit. A
Letter of Credit shall be issued, amended, renewed or extended only if (and upon
issuance, amendment, renewal or extension of each Letter of Credit the applicable
Borrower shall be deemed to represent and warrant that), after giving effect to such
issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed
$300,000,000 and (ii) the Aggregate Tranche A Revolving Credit Exposure shall
not exceed the Total Tranche A Revolving Credit Commitment. With respect to any
Letter of Credit which contains any evergreenautomatic renewal provision, the

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Issuing Bank shall be deemed to have consented to any such extension or renewal provided
that all of the requirements of this Section 2.06 are met and no Default or Event of
Default exists.

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

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

(e)  Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter
of Credit, the applicable Borrower shall reimburse such LC Disbursement by
paying to the Administrative Agent an amount equal to such LC Disbursement
not later than 12:00 noon, New York City time, on the date that such
LC Disbursement is made, if the applicable Borrower shall have received
notice of such LC Disbursement prior to 10:00 a.m., New York City
time, on such date, or, if such notice has not been received by the applicable
Borrower prior to such time on such date, then

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

(f)  Obligations
Absolute. The applicable Borrowers obligation to reimburse
LC Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit or this Agreement, or any term or provision

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

(g)  Disbursement
Procedures. The Issuing Bank shall, promptly following its receipt thereof,
examine all documents purporting to represent a demand for payment under a
Letter of Credit. The Issuing Bank shall promptly notify

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the Administrative
Agent and the applicable Borrower by telephone (confirmed by telecopy) of such
demand for payment and whether the Issuing Bank has made or will make an
LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve such Borrower of its obligation to
reimburse the Issuing Bank and the Tranche A Revolving Lenders with respect
to any such LC Disbursement.

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

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

(j)  Cash
Collateralization. If any Event of Default shall occur and be continuing, on
the Business Day

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

SECTION 2.07. [Reserved]

SECTION 2.08.
Repayment of Loans; Evidence of Debt. (a)  Each Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
the relevant Lenders (i) on the Revolving Credit Maturity Date (or such
earlier date as, and to the extent that, such Revolving Loan becomes due and
payable pursuant to

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

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

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

(d)  The
entries made in the Register and accounts maintained pursuant to
paragraphs (b) and (c) of this Section 2.08 and the Notes
maintained pursuant to paragraph (e) of this Section 2.08 shall, to
the extent per-

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mitted by applicable law, be prima facie evidence of the existence
and amounts of the obligations of each Borrower therein recorded;
provided, however, that the failure of any Lender or the
Administrative Agent to maintain such account, such Register or such subaccount,
as applicable, or any error therein, shall not in any manner affect the
obligation of any Borrower to repay (with applicable interest) the Loans made to
such Borrower by such Lender in accordance with the terms of this Agreement.

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

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

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

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

| | (iii) in
the case of a Eurocurrency Term Loan, (A) the Adjusted LIBO Rate determined for such
Interest Period plus (B) 3.50%
(or, in the case of interest accruing on and after
February 4, 2002, in respect of an Extended Term Loan, 4.50%)
per annum.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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Alternate Base Rate plus (i) 2.50%
(or, in the case of interest accruing on and after February 4, 2002,
in respect of an Extended Term Loan, 3.50%)
per
annum, in the case of a Term Loan or (ii) 1.00% per annum, in the case of a
Revolving Loan or Swingline Loan.

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

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

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

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interest rate applicable
to any Term Loan under this Agreement so that the Interest Rate Differential is at least
0.25%.

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

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

(b)  CCSC
agrees to pay (i) to the Administrative Agent for the account of each
Tranche A Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at a rate of 2.00% per
annum on the average daily amount of such Lenders LC Exposure
(excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the Effective Date
to but excluding the later of the date on which such Lenders
Tranche A Revolving Credit Commitment terminates and the date on which such
Lender

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

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

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

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

(b)  CCSC
shall have the right, upon one Business Days notice to the Administrative
Agent, to terminate or, from time to time, reduce the amount of the
Tranche A

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

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

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

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

(f)
Notwithstanding anything to contrary in this Section 2.12, on March 30, 2001,
without any further action by any party hereto, (i) each Tranche B Revolving
Lenders Tranche B Revolving Credit Commitment shall be permanently reduced
by an amount equal to such Tranche B Revolving Lenders Pro Rata Percentage
of $75,000,000 and (ii) each Tranche A Revolving Lenders Tranche A
Revolving Credit

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Commitment shall be increased by an amount equal to such
Tranche A Revolving Lenders Pro Rata Percentage of $75,000,000,
provided that the foregoing adjustments shall not occur if (x) after
giving effect thereto and to any repayments of the Loans made on the effective
date thereof, the Aggregate Tranche B Revolving Credit Exposure then outstanding
would exceed $250,000,000 or (y) CCSC shall have provided written notice to the
Administrative Agent no later than March 28, 2001 that such adjustments should
not occur.

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

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

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

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

| | (I) In
the case of Eurocurrency Loans that are Alternative Committed Currency Loans, the
Borrowers so request, no later than 1:00 p.m., London time, on the same day, the
affected Eurocurrency Loans shall be converted or continued pursuant to Section 2.03
or made pursuant to a Borrowing Request, as the case may be,
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | but with an Interest Period
of one month and the amount of interest payable in respect of any such Eurocurrency Loan
shall be determined in accordance with the following provisions of this Section 2.13(a)(I):
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

| | (II) Alternatively,
in the case of Eurocurrency Revolving Loans, if the Borrowers so request, no later than
1:00 p.m., London time, two Business Days prior to the first day of the applicable
Interest Period, the affected Eurocurrency Revolving Loans shall be made in,
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | or prepaid
pursuant to Section 2.05 and reborrowed in, a currency permitted under Section 2.01
other than the Applicable Currency (Another Currency) in an amount
that is the Currency Equivalent of the Applicable Currency amount of the affected
Eurocurrency Revolving Loans on the first day of such Interest Period. The provisions of
clauses (a)(i) and (a)(ii) above shall apply to the proposed Loans in Another
Currency (except that the time for a determination by or notice to the Administrative
Agent under clause (a)(i) or (a)(ii) shall be 2:00 p.m., London time, on such
day and the time for notice by the Administrative Agent to the Borrowers and the Lenders
shall be 3:00 p.m., London
time, on such day), and should the Administrative Agent
give a notice under clause (a)(i) or (a)(ii) above with respect thereto, then,
unless the Borrowers request by 10:00 a.m., London time, on the following Business
Day for the affected Loans to be converted, continued or made pursuant to Section 2.13(a)(I),
such Loans shall be converted, continued or made in accordance with paragraph (III)
below.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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denominated in the Applicable Currency,
except as provided in Section 2.13(a)(I).

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

SECTION 2.14.
Pro Rata Treatment and Payments. (a)  Each reduction of the
Revolving Credit Commitments of the Revolving Lenders of either Class shall be
made pro rata according to the amounts of such Revolving
Lenders Commitment Percentages. Each payment (including each prepayment)
by a Borrower on account of principal of and interest on Loans which are ABR
Loans shall be made pro rata according to the respective
outstanding principal amounts of such ABR Loans then held by the Lenders of the
applicable Class. Each payment (including each prepayment) by a

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

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payments of principal, interest
thereon shall be payable at the then applicable rate during such extension) unless the
result of such extension would be to extend such payment into another calendar month, in
which event such payment shall be made on the immediately preceding Business Day.

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

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

SECTION 2.15. Illegality.
Notwithstanding any other provision herein, if the adoption of or any change in any
Requirement of Law, or in the interpretation or application thereof shall make it
unlawful for any Lender to

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

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

(b)  If
any change in, or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation, directive, guideline,
decision or request (whether or not having the force of law) of any court,
central bank, regulator or other Governmental Authority after the date hereof
affects or would affect the amount of capital required or expected to be
maintained by any Lender or the Issuing Bank (or a holding company controlling
such Lender or Issuing Bank) and such Lender or the Issuing Bank determines (in
its sole and absolute

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discretion) that the rate of return on its capital (or the capital of its
holding company, as the case may be) as a consequence of its Revolving Credit Commitment
or the Loans made by it or its participations in Swingline Loans or any issuance,
participation or maintenance of Letters of Credit is reduced to a level below that which
such Lender or the Issuing Bank (or its holding company) could have achieved but for the
occurrence of any such circumstance, then, in any such case upon notice from time to time
by such Lender or the Issuing Bank to CCSC, the Borrowers shall immediately pay directly
to such Lender or the Issuing Bank, as the case may be, additional amounts sufficient to
compensate such Lender or the Issuing Bank (or its holding company) for such reduction in
rate of return. A statement of such Lender or the Issuing Bank as to any such additional
amount or amounts (including calculations thereof in reasonable detail) shall, in the
absence of manifest error, be conclusive and binding on the Borrowers. In determining
such amount, such Lender or the Issuing Bank may use any method of averaging and
attribution that it (in its sole and absolute discretion) shall deem applicable.

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

SECTION 2.17.
Taxes. All payments by each Borrower of principal of, and interest on,
the Loans and all

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

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

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

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

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

If the Borrowers
fail to pay any Taxes when due to the appropriate taxing authority or fail to
remit to the Administrative Agent, for the account of the Issuing Bank, the
respective Lenders or Transferees, the required receipts or other required
documentary evidence, the Borrowers shall

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indemnify the Issuing Bank, Lenders
and Transferees for any incremental Taxes, interest, penalties or other costs
(including reasonable attorneys fees and expenses) that may become payable
by the Issuing Bank, any Lender or Transferee as a result of any such failure.
For purposes of this Section 2.17, a distribution hereunder by the
Administrative Agent to or for the account of the Issuing Bank, any Lender or
Transferee shall be deemed a payment by a Borrower.

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

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

With respect to
Loans not denominated in Dollars and Loans made to non-U.S. Subsidiaries, each
relevant Lender or Transferee shall determine the extent to which obligations to
withhold, deduct or pay amounts with respect to Taxes would exist on the date
such Lender or Transferee would make such Loans and shall disclose to CCSC such
determination. Based on such determination, the applicable Borrower shall either
agree (i) to indemnify or pay any such additional amounts to each such
Lender or Transferee

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pursuant to this Section 2.17 or (ii) that such
Lender or Transferee shall not be obligated to make such Loans provided,
however, that in the event of a change in law or regulation such
additional amounts shall be adjusted to reflect such change.

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

Neither the
Issuing Bank nor any Lender shall be entitled to payment under this
Section 2.17 unless it shall have notified the applicable Borrower that it
will demand such payment not more than 120 days after the date on which it
shall have become aware that it was entitled to such payment; provided
that the foregoing shall in no way operate in derogation of the undertaking
contained in the last sentence of this Section 2.17. Notwithstanding any
other provision of this Section 2.17, neither the Issuing Bank nor any
Lender shall demand any payment referred to above if it shall not at the time be
the general policy or practice of the Issuing Bank or such Lender to demand such
compensation in similar circumstances under comparable provisions of other
credit agreements. In the event that the Issuing Bank or any Lender determines
that any event or circumstance that will lead to a claim by it under this
Section 2.17 has occurred or will occur, the Issuing Bank or such Lender
will use its best efforts to so notify CCSC; provided, that any failure
to provide such notice shall in no way impair the

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rights of the Issuing Bank or
any Lender to demand and receive compensation under this Section 2.17, but
without prejudice to any claims of CCSC for failure to observe this undertaking.

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

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

SECTION 2.20.
Sharing of Setoffs. Each Lender agrees that if it shall, through the
exercise of a right of bankers lien, setoff or counterclaim against a
Borrower, or pursuant to a secured claim under Section 506 of Title 11
of

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

SECTION 2.21.
Assignment of Commitments Under Certain Circumstances. In the event that
any Lender shall have delivered a notice or certificate pursuant to
Section 2.13(b), 2.15 or 2.16, or the Borrowers shall be required to make
additional payments to any Lender under Section 2.17, CCSC shall have the
right, but not the obligation, at its own expense, upon notice to such Lender
and the Administrative Agent, to replace such Lender with an assignee (in
accordance with and subject to the restrictions contained in Section 10.04)
approved by the Administrative

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Agent, the Issuing Bank and the Swingline Lender
(which approval shall not be unreasonably withheld), and such Lender hereby
agrees to transfer and assign without recourse (in accordance with and subject
to the restrictions contained in Section 10.04) all its interests, rights
and obligations under this Agreement to such assignee; provided,
however, that no Lender shall be obligated to make any such assignment
unless (i) such assignment shall not conflict with any law or any rule,
regulation or order of any Governmental Authority and (ii) such assignee or
the Borrowers shall pay to the affected Lender in immediately available funds on
the date of such assignment the principal of and interest accrued to the date of
payment on the Loans
made by such Lender and participations in LC Disbursements and
Swingline Loans held by such Lender hereunder and all other amounts accrued for such
Lenders account or owed to it hereunder (including, without limitation, any
Facility Fees).

ARTICLE III

Representations and Warranties

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

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

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

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

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

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

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

SECTION 3.03.
Government Approval, Regulation, etc. No consent, authorization or
approval or other action by, and no notice to or filing with, any Governmental
Authority or regulatory body or other Person is required for the due execution,
delivery or performance by CCSC or any other Loan Party of this Agreement or any
other Loan Document, the borrowing of the Loans, the use of the proceeds thereof
and the issuance of Letters of Credit hereunder, except such as have been
obtained or made and are in full force and effect and except filings necessary
to perfect Liens under the Loan Documents. Neither CCSC nor any of its
Subsidiaries is an investment company within the meaning of the
Investment Company Act of 1940, as amended, or a holding company, or
a subsidiary company of a holding company, or an
affiliate of a holding company or of a subsidiary
company of a holding company, within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

SECTION 3.04.
Validity, etc. This Agreement has been duly executed and delivered by
each Borrower and con-

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stitutes, and each other Loan Document to which any Loan
Party is to be a party will, on the due execution and delivery thereof,
constitute, the legal, valid and binding obligation of such Borrower or such
Loan Party (as the case may be) enforceable in accordance with its respective
terms, subject to the effect of bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforceability of creditors
rights generally and to general principles of equity.

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

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

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

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

SECTION 3.08.
Compliance with Laws and Agreements. Each of CCSC and its Subsidiaries is
in

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

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

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

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

SECTION 3.12.
Pension and Welfare Plans. During the twelve-consecutive-month period
prior to the Effective Date, no Pension Plan has been terminated, or has been
subject to the commencement of any termination, that could reasonably be
expected to result in a material liability to CCSC or any ERISA Affiliate, and
no contribution failure has occurred with respect to any Pension Plan sufficient
to give rise to a Lien under section 302(f) of ERISA. No condition exists
or event or transaction has occurred with respect to any Pension Plan or Welfare
Plan which reasonably might result in the incurrence by CCSC or any ERISA
Affiliate of any liability, fine or penalty which will have a Material Adverse
Effect. Neither CCSC nor any ERISA Affiliate has

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withdrawn or partially
withdrawn (or reasonably expects to withdraw or partially withdraw) from any
multiemployer plan (as defined in Section 3(37) of ERISA), CCSC has no
contingent liability with respect to post-retirement benefits provided by CCSC
and its Subsidiaries under a Welfare Plan, other than (i) liability for
continuation coverage described in Part 6 of Subtitle B of
Title I of ERISA and (ii) liabilities which will not, individually or
in the aggregate, have a Material Adverse Effect.

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

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

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

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

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

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

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

(e) no
property now or, to any Borrowers knowledge, previously owned or leased by
CCSC or any of its Subsidiaries is listed or proposed (with respect to owned
property only) for listing on the CERCLIS or on any similar state list of sites
requiring investigation or clean-up, or on the National Priorities List pursuant
to CERCLA, in each

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case other than properties as to which any such listing will
not result in a Material Adverse Effect;

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

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

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

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

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

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performance or conditions, and the assumptions on which they were based.

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

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

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

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

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

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

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Parties (other than Foreign Loan Parties) after
the Effective Date).

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

ARTICLE IV

Conditions

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

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

| | (b)  The
Administrative Agent shall have received, on behalf of itself and the Lenders, favorable
written opinions of each of (i) Dechert, U.S., U.K. and French counsel for the Loan
Parties, (ii) William T. Gallagher, Esq., Vice President, Secretary and General
Counsel of CCSC and (iii) Holters &Elsing, German counsel for the Loan Parties,
substantially to the effect set forth in Exhibits M, N and O, respectively, (A) dated
the Effective Date and (B) addressed to the Administrative Agent and the Lenders.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

| | (g)  The
Collateral Agent shall have received counterparts of (A) the U.S. Pledge Agreement
signed on behalf of each U.S. Loan Party, (B) Foreign Pledge Agreements covering
pledges by Domestic Subsidiaries of Equity Interests held by them in Subsidiaries
organized in France and Germany, (C) French Delegations of Dividends by the French
Holding Companies and (D) if any Borrower is a Foreign Subsidiary, a Foreign Pledge
Agreement signed on behalf of each Foreign Loan Party (except for Foreign Loan Parties
whose execution of a Foreign Pledge Agreement would violate applicable law or would, in
the reasonable good faith judgment of CCSC, subject the directors or officers of such
Foreign Loan Party to criminal or other personal liability), in each case, together with
certificates representing all the outstanding Equity Interests of each Subsidiary owned
by or on behalf of any U.S. Loan Party as of the Effective Date (except that such
delivery of
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | certificates representing Equity Interests of a Foreign Subsidiary that is
not a Subsidiary Loan Party may be limited to 65% of the outstanding Equity Interests of
such Foreign Subsidiary), promissory notes (to the extent such notes exist on the
Effective Date) evidencing all intercompany Indebtedness owed to any Loan Party by any
Borrower or any Subsidiary as of the Effective Date and stock powers and instruments of
transfer, endorsed in blank, with respect to such certificates and promissory notes. The
Collateral Agent shall have received evidence that all actions specified in Schedule 3.19(a)
have been taken.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

| | (i)  The
Administrative Agent shall have received (i) counterparts of the U.S. Guarantee
Agreement signed on behalf of each Domestic Subsidiary, (ii) if any
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

| | (l)  Any
Competitive Loans (as defined in the Original Credit Agreement) outstanding under the
Original Credit Agreement shall have been repaid.
| | ------------------------------------------------------------------------------------------------------------------------------------------------

| | (m)  The
Administrative Agent shall have received a counterpart of the Intercreditor Agreement
signed on behalf of each party thereto.
| | --------------------------------------------------------------------------------------------------------------------------------------

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

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

| | (a)  The
Administrative Agent shall have received a notice of such Credit Event as required by
Section 2.02, 2.04 or 2.06, as applicable (or such
| | -------------------------------------------------------------------------------------------------------------------------------------------------

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| | notice shall have been deemed
given in accordance with Section 2.04(b)).
| | ------------------------------------------------------------------------

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

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

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

| | (e)  If
the relevant Borrower is a Subsidiary Borrower, the Administrative Agent shall have
received, as promptly as reasonably practicable after the effective date of the relevant
Subsidiary Borrower Notice and Designation and prior to the date of such Loan, a
certificate of such Subsidiary Borrower, substantially in the form of Exhibit H,
with appropriate insertions and attachments, satisfactory in form and substance to the
Administrative Agent executed by the President, any
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | Vice President, the Treasurer or any
other senior officer and the Secretary or any Assistant Secretary (or, in either case,
comparable officers) of such Subsidiary Borrower.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

ARTICLE V

Affirmative Covenants

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

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

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

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

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

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

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| | and, promptly when available, any
significant revisions of such budget;
| | -----------------------------------------------------------------------

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

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

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

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

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| | liability of CCSC with respect to any post-retirement Welfare
Plan benefit if the increase in such contingent liability which could reasonably be
expected to have a Material Adverse Effect, notice thereof and copies of all
documentation relating thereto;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

SECTION 5.03.
Maintenance of Properties. CCSC will, and will cause each of its
Subsidiaries to, maintain, preserve, protect and keep its material properties in
good

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repair, working order and condition, and make necessary and proper repairs,
renewals and replacements so that its business carried on in connection
therewith may be properly conducted at all times unless CCSC determines in good
faith that the continued maintenance of any of its properties is no longer
economically desirable.

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

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

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

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

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| | Environmental Laws, except for any noncompliance that will not have a Material Adverse
Effect;
| | ----------------------------------------------------------------------------------------------

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

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

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

(b)  Each
year, at the time of delivery of annual financial statements with respect to the
preceding fiscal year pursuant to clause (b) of Section 5.01, CCSC
shall deliver to the Administrative Agent a certificate of a Financial Officer
and the chief legal officer of CCSC (i) setting forth the information
required pursuant to Sections 1, 2, 7, 8 and 9 of the Perfection
Certificate or confirming that there has been no change in such information
since the date of the Perfection Certificate delivered on the Effective Date or
the date of the most recent

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certificate delivered pursuant to this Section and
(ii) certifying that all Uniform Commercial Code financing statements
(including fixture filings, as applicable) or other appropriate filings,
recordings or registrations, including all refilings, rerecordings and
reregistrations, containing a description of the Collateral have been filed of
record in each governmental, municipal or other appropriate office in each
jurisdiction identified pursuant to clause (i) above to the extent
necessary to protect and perfect the security interests under the Security
Documents for a period of not less than 18 months after the date of such
certificate (except as noted therein with respect to any continuation statements
to be filed within such period).

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

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

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

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

(b)  CCSC
agrees that in conjunction with effecting any transaction pursuant to which a
corporation owned, directly or indirectly, by CCSC or by the stockholders of
CCSC in substantially the same proportions as their ownership of Equity
Interests of CCSC (a Holding Company), whether pursuant to a
holding company

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reorganization or otherwise, acquires ownership of Equity
Interests in CCSC so that CCSC will become a Subsidiary of such Holding Company,
CCSC shall cause such Holding Company to become a party to this Agreement (and
at such time all references to CCSC in this Agreement shall be deemed to also be
references to such Holding Company), the U.S. Guarantee Agreement, the
Indemnity, Subrogation and Contribution Agreement and each applicable U.S.
Security Document and shall cause such Holding Company to pledge its Equity
Interests in CCSC pursuant to a U.S. Pledge Agreement.

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

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

(b)  If
any material assets (including any domestic real property or improvements
thereto or any interest therein) are acquired by a Borrower or any Subsidiary
Loan Party after the Effective Date (other than assets constituting Collateral
under a Security Agreement that become subject to the Lien of such Security
Agreement upon acquisition thereof), CCSC will notify the Administrative Agent
and the Lenders thereof, and, if requested by the Administrative Agent or the
Required Lenders, CCSC will cause such assets to be subjected to a Lien securing
the U.S. Obligations and/or Foreign

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Obligations, as applicable, and will take,
and cause the Subsidiary Loan Parties to take, such actions as shall be
necessary or reasonably requested by the Administrative Agent to grant and
perfect such Liens, including actions described in paragraphs (a) and (c)
of this Section, all at the expense of the Loan Parties, unless, in the case of
any Foreign Loan Party, the creation of such Lien or the taking of any such
actions by such Foreign Loan Party would violate applicable law or would, in the
reasonable good faith judgment of CCSC, subject the directors or officers of
such Foreign Loan Party to criminal or other personal liability.

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

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

(e) CCSC shall
use its reasonable best efforts to cause the Collateral Agent to receive, within
sixty days of the date hereof, and in a form and substance reasonably
satisfactory to the Collateral Agent, (i) agreements pertaining to the
pledge over the going concerns (fonds de commerce) of
Etablissements Polyflex SA, La Française de Développement de
la Boîte Boissons SA and Crown Cork Company France SA in favor of the
Collateral Agent and (ii) a legal

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opinion from the French counsel to the
French Borrowers relating to such pledges over the going concerns.

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

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

ARTICLE VI

Negative Covenants

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

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

| | (i)
Indebtedness created under the Loan Documents;
| | --------------------------------------------------

| | (ii) the
Public Debt and the other Indebtedness existing on the Effective Date and set forth in
Schedule 6.01 and extensions, renewals, refinancings, refundings and replacements of
any such Indebtedness that do not increase the outstanding principal amount
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | thereof or
result in an earlier maturity date or decreased weighted average life thereof;
| | -----------------------------------------------------------------------------------------

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

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

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

| | (vi)
Indebtedness constituting Permitted Capital Markets Debt;
| | --------------------------------------------------------------

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

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

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

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

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

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

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

| | (a)
Liens created under the Loan Documents;
| | -------------------------------------------

| | (b)
Permitted Encumbrances;
| | ---------------------------

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

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

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

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

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

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

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

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|--

shall not be permitted unless also permitted by Section 6.04.

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

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

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

| | (a)
Permitted Investments;
| | --------------------------

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

| | (c) investments
by CCSC and its Subsidiaries in Equity Interests in Subsidiary Loan Parties and
investments by Subsidiaries that are not Subsidiary Loan Parties in Equity Interests in
other Subsidiaries that are not Subsidiary Loan Parties; provided that (i) any
such Equity Interests held by a Loan Party
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

| | (d)
sales of Permitted Investments;
| | -----------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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(vii) the foregoing shall not apply to
restrictions and conditions imposed by the terms of any Permitted Receivables Financing.

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

SECTION 6.12.
Interest Expense Coverage Ratio. CCSC will not permit the ratio of
(a) Consolidated EBITDA to (b) Consolidated Net Interest Expense, in
each case for any period of four consecutive Fiscal Quarters ending on any date
during any period set forth below, to be less than the ratio set forth below
opposite such period:

|                                     
|-------------------------------------
|Period                               
|                                     
|June 30, 2001 through March 30, 2002 
|                                     
|March 31, 2002 through March 30, 2003
|                                     
|March 31, 2003 and thereafter        
|                                     

SECTION 6.13. Leverage
Ratio. CCSC will not permit the Leverage Ratio as of any date during any period set forth
below to exceed the ratio set forth opposite such period:

|                                     
|-------------------------------------
|Period                               
|                                     
|June 30, 2001 through March 30, 2002 
|                                     
|March 31, 2002 through March 30, 2003
|                                     
|March 31, 2003 and thereafter        
|                                     

SECTION 6.14.
Asbestos Payments. CCSC will not, and will not permit any Subsidiary to,
make any Asbestos Payments that would result in the aggregate amount of Asbestos
Payments made in any period of four consecutive Fiscal Quarters ending prior to
the Revolving Credit Maturity Date exceeding $200,000,000 (calculated on a
pre-tax basis).

SECTION 6.15.
Debt Repayment Funds. CCSC will not make, or permit any Subsidiary to
make, any payment

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|---

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

ARTICLE VII

Events of Default

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

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

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

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

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

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

(f)  Any
judgment or order (or combination of judgments and orders) for the payment of
money equal to or

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in excess of $50,000,000 shall be rendered against CCSC or any of its
Subsidiaries (or any combination thereof) and either

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

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

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

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

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

(h)  Any
Change in Control shall occur.

(i) CCSC or any of its
Subsidiaries (other than Immaterial Subsidiaries) shall

| | (i)
become insolvent or generally fail to pay debts as they become due;
| | -----------------------------------------------------------------------

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

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

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

| | court conducting any such case or
proceeding during such 60-day period to preserve, protect and defend their rights under
the Loan Documents; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

ARTICLE VIII

The Agents

In order to
expedite the transactions contemplated by this Agreement, The Chase Manhattan
Bank is hereby appointed to act as Administrative Agent and Collateral Agent on
behalf of the Lenders. Each of the Lenders and each assignee of any such Lender,
hereby irrevocably authorizes each of the Agents to take such actions on behalf
of such Lender or assignee and to exercise such powers as are specifically
delegated to such Agent by the terms and

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|---

provisions hereof and of the other Loan
Documents, together with such actions and powers as are reasonably incidental
thereto. Each Agent is hereby expressly authorized by the Lenders, without
hereby limiting any implied authority, (a) to receive on behalf of the
Lenders all payments of principal of and interest on the Loans, all payments and
all other amounts due to the Lenders hereunder, and promptly to distribute to
each Lender its proper share of each payment so received; (b) to give
notice on behalf of each of the Lenders to any of the Borrowers of any Default
specified in this Agreement of which such Agent has actual knowledge acquired in
connection with its agency hereunder; and (c) to distribute to each Lender
copies of all notices, financial statements and other materials delivered by the
Borrowers pursuant to this Agreement as received by such Agent.

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

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and
shall not be liable for any action taken or suffered in good faith by it in accordance
with the advice of such counsel.

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

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

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

Each Lender
acknowledges that it has, independently and without reliance upon either Agent
or any other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon either Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement
or any

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other Loan Document, any related agreement or any document furnished
hereunder or thereunder. Each Lender hereby authorizes the Administrative Agent
to enter into the Intercreditor Agreement on behalf of such Lender and to
exercise its rights and perform its obligations thereunder.

ARTICLE IX

Guarantee

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

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

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outstanding Subsidiary Borrower Obligations until, subject to
Section 9.04, the Subsidiary Borrower Obligations are paid in full and the
Commitments are terminated.

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

SECTION 9.03.
Guarantee Absolute and Unconditional.  CCSC waives any and all
notice of the creation, renewal, extension or accrual of any of the Subsidiary
Borrower Obligations and notice of or proof of reliance by the Agents, the
Issuing Bank or any Lender upon the guarantee contained in this Article IX
or acceptance of the guarantee contained in this Article IX; the Subsidiary
Borrower Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon the guarantee contained in this Article IX, and all dealings
between CCSC or the Subsidiary Borrowers, on the one hand, and the Agents, the
Issuing Bank and the Lenders, on the other, shall likewise be conclusively
presumed to have been had or consummated in reliance upon the guarantee
contained in this Article IX. The Agents will, to the extent permitted by
applicable law, request payment of any

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Subsidiary Borrower Obligation from the
applicable Subsidiary Borrower before making any claim against CCSC under this
Article IX, but will have no further obligation to proceed against a Subsidiary
Borrower or to defer for any period a claim against CCSC hereunder. Except as
expressly provided in the preceding sentence, CCSC waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon CCSC or any Subsidiary Borrower with respect to the Subsidiary Borrower
Obligations. The guarantee contained in this Article IX shall be construed
as a continuing, absolute and unconditional guarantee of payment without regard
to (a) the validity or enforceability of this Agreement or any other Loan
Document, any of the Subsidiary Borrower Obligations or any collateral security
therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by either Agent, the Issuing Bank or any Lender,
(b) the legality under applicable laws of repayment by the relevant
Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of
any applicable laws purporting to render any Subsidiary Borrower Obligations
null and void, (c) any defense, setoff or counterclaim (other than a
defense of payment or performance) which may at any time be available to or be
asserted by CCSC or the applicable Subsidiary Borrower against the Agents, the
Issuing Bank or any Lender, or (d) any other circumstance whatsoever
(with or without notice to or knowledge of CCSC or any Subsidiary Borrower) which
constitutes, or might be construed to constitute, an equitable or legal discharge of any
Subsidiary Borrower for any Subsidiary Borrower Obligations, or of CCSC under the
guarantee contained in this Article IX, in bankruptcy or in any other instance. When
either Agent, the Issuing Bank or any Lender is pursuing its rights and remedies under
this Article IX against CCSC, either Agent, the Issuing Bank or any Lender may, but
shall be under no obligation to, pursue such rights and remedies as it may have against
any Subsidiary Borrower or any other Person or against any collateral security or
guarantee for the Subsidiary Borrower Obligations or any right of offset with respect
thereto, and any failure by either Agent, the Issuing Bank or any Lender to pursue such
other rights or remedies or to collect any payments from any Subsidiary Borrower or any
such other Person or to realize upon any such collateral security or guarantee or to
exercise any such right of offset, or any release of any Subsidiary Borrower or any such
other Person or of any such collateral security, guarantee or right of offset, shall not
relieve CCSC of any liability under this Article IX, and shall not impair or affect
the rights and remedies, whether express, implied or available as a matter of law, of the
Agents, the Issuing Bank and the Lenders against CCSC.

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

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

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

ARTICLE X

Miscellaneous

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

| | (i)
if to CCSC, to it at One Crown Way, Philadelphia, Pennsylvania 19154, attention of Mr.
Michael B. Burns; (Telecopy No. (215) 676-6011);
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| | (ii) if
to any Borrower other than CCSC, to it at the address set forth in the applicable
Subsidiary Borrower Notice and Designation, with a copy to CCSC at the address set forth
above;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (iv) if
to the Issuing Bank, to it at The Chase Manhattan Bank, at 270 Park Avenue, New York,
New York 10017, Attention of Gail Weiss (Telecopy No. (212) 270-5120); and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

| | (i)  any
Person to whom any notice or communication under or in connection with this Agreement is
sent by the Borrower by telecopy failing to receive that notice or communication (unless
directly caused by that Persons gross negligence or wilful default); or
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| | (ii) any
telecopy communication which reasonably appears to that Lender to have been sent by any
Borrower having in fact been sent by a Person other than such Borrower.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

SECTION 10.04.
Successors and Assigns. (a)  Whenever in this Agreement any of
the parties hereto is referred to, such reference shall be deemed to include the
permitted successors and assigns of such party (including any Affiliate of the
Issuing Bank that issues any Letter of Credit); and all covenants, promises and
agreements by or on behalf of the Borrowers, the Agents or the Lenders that are
contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns. Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto,

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their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit) and, solely to
the extent expressly contemplated hereby, the Affiliates of each of the Agents,
the Issuing Bank and the Lenders and each of their respective directors,
officers and employees) any legal or equitable right, remedy or claim under or
by reason of this Agreement.

(b)  Each
Lender may assign to one or more assignees all or a portion of its interests,
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it); provided,
however, that (i) except in the case of an assignment to a Lender or
a Lender Affiliate, CCSC and the Administrative Agent (and, in the case of any
assignment of a Revolving Credit Commitment or any Lenders obligations in
respect of its LC Exposure or Swingline Exposure, the Issuing Bank and the
Swingline Lender) must give their prior written consent to such assignment
(which consent shall not be unreasonably withheld, it being agreed that neither
CCSC, the Issuing Bank nor the Swingline Lender will be deemed to act
unreasonably if it shall withhold consent on the basis of reasonable concerns
relating to a proposed assignees
creditworthiness or reputation), (ii) the amount of the Commitment
or Loans of the assigning Lender subject to each such assignment (determined as of the
date the Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than (x) $4,350,000 or (y) if the
adjustments set forth in Section 2.12(f) have occurred, $4,500,000 (or, in either
case,
(A)if the aggregate amount of the Commitment or Loans of the
assigning Lender is a lesser amount, the entire amount of such Commitment or
Loans, or (B) in any other case,
such lesser amount as CCSC and the Administrative Agent otherwise agree), (iii) each
partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lenders rights and obligations under this Agreement, except that this
clause (iii) shall not be construed to prohibit the assignment of a proportionate
part of all the assigning Lenders rights and obligations in respect of one Class of
Commitments and Loans, (iv) except in the case of the assignment to an Affiliate of
such Lender or an assignment required to be made pursuant to Section 2.21, the
parties to each such assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a processing and recordation fee of $3,500, (v) the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire and (vi) the Tranche B Revolving Lenders may only
make such assignment to a Person qualified to carry out banking activities in the
European

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Union; provided further that any consent of CCSC otherwise required under
this paragraph shall not be required if an Event of Default under Section 7.01 has
occurred and is continuing. Subject to acceptance and recording pursuant to paragraph (e)
of this Section 10.04, from and after the effective date specified in each
Assignment and Acceptance, which effective date shall be at least five Business Days
after the execution thereof, (A) the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance, have the
rights and obligations of a Lender under this Agreement, and (B) the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning Lenders
rights and obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections 2.16, 2.17, 2.18 and
10.05, as well as to any Fees accrued for its account and not yet paid). Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not
comply with this paragraph shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with paragraph (f)
of this Section.

(c)  By
executing and delivering an Assignment and Acceptance, the assigning Lender
thereunder and the assignee thereunder shall be deemed to confirm to and agree
with each other and the other parties hereto as follows: (i) such assigning
Lender warrants that it is the legal and beneficial owner of the interest being
assigned thereby free and clear of any adverse claim and that its Commitment,
and the outstanding balances of its Loans and participations in Swingline Loans,
in each case without giving effect to assignments thereof which have not become
effective, are as set forth in such Assignment and Acceptance, (ii) except
as set forth in (i) above, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement, or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement, any other Loan Document or any other instrument or
document furnished pursuant hereto, or the financial condition of CCSC or any
Subsidiary or the performance or observance by CCSC or any Subsidiary of any of
its obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee
represents and warrants that it is legally authorized to enter into such
Assignment and Acceptance; (iv) such assignee confirms

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that it has received
a copy of this Agreement, together with copies of the most recent financial
statements, if any, delivered pursuant to Section 5.01 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance;
(v) such assignee will independently and without reliance upon either
Agent, such assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement;
(vi) such assignee appoints and authorizes each Agent to take such action
as agent on its behalf and to exercise such powers under this Agreement as are
delegated to such Agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all the obligations which by the terms of
this Agreement are required to be performed by it as a Lender.

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

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

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effective unless it has been recorded in the Register as provided in this
paragraph (e).

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

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

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

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

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Borrower with respect to such Loan pursuant to Section 2.01, and CCSC
may not assign or delegate any other rights or obligations with respect to such Loan or
otherwise hereunder, including without limitation CCSCs obligations pursuant to
Section 2.11 or Article IX.

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

(b)  The
Borrowers jointly and severally agree to indemnify the Administrative Agent, the
Collateral Agent, the Issuing Bank, each Lender, each Affiliate of any of the
foregoing Persons and each of their respective Related Parties (other than
agents or advisors) (each such Person being called an
Indemnitee) against, and to hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related reasonable
expenses, including reasonable counsel fees, charges and disbursements, incurred
by or asserted against any Indemnitee arising out of, in any way connected with,
or as a result of (i) the execution or delivery of this Agreement

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or any
other Loan Document or any agreement or instrument contemplated thereby, the
performance by the parties hereto or thereto of their respective obligations
thereunder or the consummation of the Transactions and the other transactions
contemplated thereby, (ii) the use of the proceeds of the Loans or Letters
of Credit (including any refusal by the Issuing Bank to honor a demand for
payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit),
(iii) any claim, litigation, investigation or proceeding relating to any of
the foregoing, whether or not any Indemnitee is a party thereto, or
(iv) any actual or alleged presence or Release of Hazardous Materials on
any property owned or operated by CCSC or any of the Subsidiaries, or any
Environmental Liability or Environmental Claim related in any way to CCSC or the
Subsidiaries; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related reasonable expenses arise (a) in connection with any
action by any stockholder or creditor of the Indemnitee (in its capacity as
such) or (b) by reason of the Indemnitees gross negligence or wilful
misconduct.

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

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

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

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

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

SECTION 10.08.
Waivers; Amendment. (a)  No failure or delay of either Agent,
the Issuing Bank or any Lender in exercising any power or right hereunder or
under any Loan Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or

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power. The rights
and remedies of the Agents, the Issuing Bank and the Lenders hereunder and under
the other Loan Documents are cumulative and are not exclusive of any rights or
remedies which they would otherwise have. No waiver of any provision of this
Agreement or any other Loan Document or consent to any departure by the
Borrowers therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether an Agent, any Lender or the Issuing Bank may have
had notice or knowledge of such Default at the time. No notice or demand on any
Borrower in any case shall entitle such Borrower to any other or further notice
or demand in similar or other circumstances.

(b)  Neither
this Agreement, any other Loan Document, the Intercreditor Agreement nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrowers and the Required Lenders or, in the case of any
other Loan Document, pursuant to an agreement or agreements in writing entered
into by the Agent and the Loan Party or Loan Parties or other Persons that are
parties thereto, in each case with the consent of the Required Lenders;
provided, however, that no such agreement shall (i) decrease
the principal amount of any Loan or LC Disbursement, or extend the maturity
of or any scheduled principal payment date or date for the payment of any
interest on any Loan or the required date of reimbursement of any
LC Disbursement, or waive or excuse any such payment or any part thereof,
or decrease the rate of interest on any Loan or LC Disbursement, or postpone the scheduled
date of termination of any Commitment, without the prior written consent of each Lender
affected thereby, (ii) change or extend the Commitment or decrease the Facility Fee
or LC Fee of any Lender without the prior written consent of such Lender, (iii) amend
or modify the provisions of Section 2.14, the provisions of this Section, the
definition of Required Lenders, or any other provision of any Loan Document
specifying the number or percentage of Lenders (or Lenders of any Class) required to
waive, amend or modify any rights thereunder or make any determination or grant any
consent thereunder without the prior written consent of each Lender (or each Lender of
such Class, as the case may be), (iv) release any Loan Party from its Guarantee
under Article IX or a Guarantee Agreement (except as expressly provided in this Agreement
or such Guarantee Agreement), or limit its liability in respect of such Guarantee,
without the written consent of each Lender,

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(v) release all or any substantial part
of the Collateral from the Liens of the Security Documents (except as expressly provided
in this Agreement or the Security Documents) or materially and adversely affect
allocations due to the Lenders under the Intercreditor Agreement, without the written
consent of each Lender, (vi) change any provisions of any Loan Document in a manner
that by its terms adversely affects the rights in respect of payments due to Lenders
holding Loans of any Class differently than those holding Loans of any other Class,
without the written consent of Lenders holding a majority in interest of the outstanding
Loans and unused Commitments of each affected Class or (vii) change any provision of
any Loan Document in a manner which by its terms adversely affects the rights of Term
Lenders to receive prepayments on Term Loans and distributions in respect of Collateral
prior to Revolving Lenders without the written consent of each Term Lender; provided further that
no such agreement shall amend, modify or otherwise affect the rights or duties of either
Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan
Document without the prior written consent of such Agent, the Issuing Bank or the
Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of
this Agreement may be amended by an agreement in writing entered into by the Borrowers,
the Required Lenders and the Administrative Agent (and, if their rights or obligations
are affected thereby, the Issuing Bank and the Swingline Lender) if (i) by the terms
of such agreement the Commitment of each Lender not consenting to the amendment provided
for therein shall terminate upon the effectiveness of such amendment and (ii) at the
time such amendment becomes effective, each Lender not consenting thereto receives
payment in full of the principal of and interest accrued on
each Loan made by it and all other amounts owing to it or accrued for its
account under this Agreement.

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

SECTION 10.09. Interest
Rate. (a) Interest Rate Limitation. Notwithstanding anything herein to the contrary, if
at any time the interest rate applicable to any Loan, together with all fees, charges and
other amounts which are treated as interest on such Loan under applicable law
(collectively the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate")
which may be contracted for, charged, taken, received or reserved by the Lender

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holding
such Loan or participation in accordance with applicable law, the rate of interest
payable in respect of such Loan or participation hereunder, together with all Charges
payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan or
participation but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of other Loans
or participations or periods shall be increased (but not above the Maximum Rate therefor)
until such cumulated amount, together with interest thereon at the Federal Funds
Effective Rate to the date of repayment, shall have been received by such Lender.

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

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

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

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HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.11.

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

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

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

SECTION 10.15.
Jurisdiction; Consent to Service of Process. (a)  Each Borrower
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or Federal court
of the United States of America sitting in New York City, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement or the other Loan Documents, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the
extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that the Administrative Agent, the Collateral Agent, the Issuing Bank or
any Lender may other-

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wise have to bring any action or proceeding relating to this
Agreement or the other Loan Documents against any Borrower or its properties in
the courts of any jurisdiction.

(b)  Each
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or the other Loan Documents in any New York
State or Federal court referred to in paragraph (a) of this Section. Each
of the parties hereto hereby irrevocably waives, to the fullest extent permitted
by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.

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

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

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

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

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

SECTION 10.17.
Confidentiality. Each of the Agents, the Issuing Bank and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its
Affiliates investment advisors, directors, officers, employees and agents,
including accountants, legal counsel and other advisors and any direct or
indirect contractual counterparty in swap agreements entered into in connection
with a Lenders outstanding Loans from time to time or to such contractual
counterpartys professional advisor (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential and, in
the case of any such contractual counterparty or its professional advisor, such
persons shall agree in writing to be bound by the provisions of this

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Section 10.17), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, (d) to any other party to this
Agreement, (e) in connection with the exercise of any remedies hereunder or
any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this
Section, to any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement,
(g) with the consent of CCSC or (h) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this
Section or (ii) becomes available to the Administrative Agent, the
Collateral Agent, the Issuing Bank or any Lender on a nonconfidential basis from
a source other than CCSC or one of its Subsidiaries. For the purposes of this
Section, Information means all information received from CCSC
relating to it or its business, other than any such information that is
available to the Administrative Agent, the Collateral Agent, the Issuing Bank or
any Lender on a nonconfidential basis prior to disclosure by CCSC or one of its
Subsidiaries. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.

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

{Remainder of page intentionally left blank]

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

| |                                  |              
| | -------------------------------- | -------------
| | CROWN CORK & SEAL COMPANY, INC.,
| | by                               | Name: 
Title:
| |                                  |              

|                 |               | 
|---------------- | ------------- | 
|Attest:          |              
|[Corporate Seal] |               | 
|by               | Name: 
Title: | 

| |                                                                |              
| | -------------------------------------------------------------- | -------------
| | JPMORGAN CHASE BANK, individually and as Administrative Agent,
| | by                                                             | Name: 
Title:
| |                                                                |              

| |                                       |              
| | ------------------------------------- | -------------
| | CHASE MANHATTAN INTERNATIONAL LIMITED
| | by                                    | Name: 
Title:
| |                                       |              

| |                                                               |              
| | ------------------------------------------------------------- | -------------
| | EACH OF THE SUBSIDIARY BORROWERS LISTED ON SCHEDULE I HERETO,
| | by                                                            | Name: 
Title:
| |                                                               |              

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