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

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

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in existence on the date
hereof owed by CCSC or any of its Subsidiaries to any entity that was a Lender
or an Affiliate of a Lender on the date hereof and all such obligations owed by
CCSC or any of its Subsidiaries to any entity that was a Lender or an Affiliate
of a Lender at the time such obligation arose (all the monetary and other
obligations referred to in the preceding clauses (a) through (e) being
referred to collectively as the Obligations). Capitalized
terms used herein and not defined herein shall have meanings assigned to such
terms in the Credit Agreement or the U.S. Security Agreement.

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

SECTION 1.
Pledge. As security for the payment and performance, as the case may be,
in full of the Term Loan Obligations, each Pledgor hereby transfers, grants,
bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the
Collateral Agent, its successors and assigns, and hereby grants to the
Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties that are Term Lenders, a security interest in all of the
Pledgors right, title and interest in, to and under (a) the shares of
capital stock owned by it and listed on Schedule II hereto and any shares
of capital stock of any Subsidiary obtained in the future by the Pledgor and the
certificates representing all such shares (the Pledged
Stock); provided that the Pledged Stock shall not include
(i) more than 65% of the issued and outstanding shares of voting stock of
any Foreign Subsidiary or (ii) to the extent that applicable law requires
that a Subsidiary of the Pledgor issue directors qualifying shares, such
qualifying shares; (b)(i) the debt securities listed opposite the name of
the Pledgor on Schedule II hereto, (ii) any debt securities in the
future issued to the Pledgor and (iii) the promissory notes and any other
instruments evidencing such debt securities (the Pledged Debt
Securities); (c) all other property that may be delivered to and
held by the Collateral Agent pursuant to the terms hereof; (d) subject to
Section 5, all payments of principal or interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed, in respect of, in exchange for or upon the conversion of
the securities referred to in clauses (a) and (b) above;
(e) subject to Section 5, all rights and privileges of the Pledgor
with respect to the securities and other property referred to in
clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of
the foregoing (all the foregoing, collectively, the
Collateral). In addition, as security for the payment or
performance, as the case may be, in full of the Other Obligations, each Pledgor
hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets
over and delivers unto the Collateral Agent, its successors and assigns, and
hereby grants to the Collateral Agent, its successors and assigns, for the
ratable benefit of the Secured Parties, a security interest in all of the
Pledgors right, title and interest in, to and under the Collateral;
provided that the Liens granted pursuant to this sentence shall be
subject and subordinate to the Liens granted to secure the Term Loan Obligations
pursuant to the immediately preceding sentence. Notwithstanding the foregoing,
(i) subject to clause (iv) below, all the Collateral shall ratably secure all
the Obligations (other than Obligations constituting Exempted Indebtedness),
(ii) subject to clause (iv) below, all the Unrestricted Collateral shall
also ratably secure the Obligations that constitute Exempted Indebtedness, (iii)
subject to clause (iv) below, all the Restricted Collateral shall also secure
the Restricted Secured Indebtedness and (iv) the foregoing clauses shall not be
construed to affect the priority of the Liens granted hereunder securing Term
Loan Obligations over the Liens granted hereunder to secure
Other Obligations, to the extent such Obligations are secured by the same
Collateral after giving effect to the foregoing clauses.

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Upon delivery to
the Collateral Agent, (a) any stock certificates, notes or other securities
now or hereafter included in the Collateral (the Pledged
Securities) shall be accompanied by stock powers duly
executed in blank or other instruments of transfer satisfactory to the
Collateral Agent and by such other instruments and documents as the Collateral
Agent may reasonably request and (b) all other property comprising part of
the Collateral shall be accompanied by proper instruments of assignment duly
executed by the applicable Pledgor and such other instruments or documents as
the Collateral Agent may reasonably request. Each delivery of Pledged Securities
shall be accompanied by a schedule describing the securities then being pledged
hereunder, which schedule shall be attached hereto as a supplement to
Schedule II and made a part hereof. Each schedule so delivered shall
supplement any prior schedules so delivered.

TO HAVE AND TO
HOLD the Collateral, together with all right, title, interest, powers,
privileges and preferences pertaining or incidental thereto, unto the Collateral
Agent, its successors and assigns, for the benefit of the Secured Parties
(subject to the priorities and limitations set forth above), forever;
subject, however, to the terms, covenants and conditions
hereinafter set forth.

SECTION 2. Delivery of
the Collateral. (a) Each Pledgor agrees promptly to deliver or cause to be delivered to
the Collateral Agent any and all Pledged Securities, and any and all certificates or
other instruments or documents representing the Collateral.

(b) Each Pledgor
will cause any Indebtedness for borrowed money owed to the Pledgor by any Person
(except for a Subsidiary of CCSC) to be evidenced by a duly executed promissory
note that is pledged and delivered to the Collateral Agent pursuant to the terms
hereof.

SECTION 3.
Representations, Warranties and Covenants. Each Pledgor hereby represents, warrants and
covenants, as to itself and the Collateral pledged by it hereunder, to and with the
Collateral Agent that:

| | (a)
the Pledged Stock represents that percentage as set forth on Schedule II of the
issued and outstanding shares of each class of the capital stock of the issuer with
respect thereto;
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| | (b)
except for the security interest granted hereunder, the Pledgor (i) is and will at
all times continue to be the direct owner, beneficially and of record, of the Pledged
Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens
(other than Liens described in clause (a) of the definition of Permitted
Encumbrances), (iii) will make no assignment, pledge, hypothecation or
transfer of, or create or permit to exist any security interest in or other Lien on, the
Collateral, other than pursuant hereto, and (iv) subject to Section 5, will
cause any and all Collateral, whether for value paid by the Pledgor or otherwise, to be
forthwith deposited with the Collateral Agent and pledged or assigned hereunder;
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| | (c)
the Pledgor (i) has the power and authority to pledge the Collateral in the manner
hereby done or contemplated and (ii) will defend its title or interest thereto or
therein against any and all Liens (other than the Lien created by this Agreement),
however arising, of all Persons whomsoever;
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| | (d)
no consent of any other Person (including stockholders or creditors of any Pledgor) and
no consent or approval of any Governmental Authority or any securities exchange was or is
necessary to the validity of the pledge effected hereby;
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| | (e)
by virtue of the execution and delivery by the Pledgors of this Agreement, when the
Pledged Securities, certificates or other documents representing or evidencing the
Collateral are delivered to the Collateral Agent in accordance with this Agreement, the
Collateral Agent will obtain valid and perfected first liens upon and security interests
in such Pledged Securities as security for the payment and performance of the Obligations
(subject to the priority of the liens and security interests securing the Term Loan
Obligations, as provided in Section 1);
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| | (f)
the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the
Secured Parties, the rights of the Collateral Agent in the Collateral as set forth
herein;
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| | (g)
all of the Pledged Stock has been duly authorized and validly issued and is fully paid
and nonassessable;
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| | (h)
all information set forth herein relating to the Pledged Stock is accurate and complete
in all material respects as of the date hereof; and
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| | (i)
the pledge of the Pledged Stock pursuant to this Agreement does not violate Regulation U
or X of the Federal Reserve Board or any successor thereto as of the date hereof.
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SECTION 4.
Registration in Nominee Name; Denominations. The Collateral Agent, on
behalf of the Secured Parties, shall have the right (in its sole and absolute
discretion) to hold the Pledged Securities in its own name as pledgee, the name
of its nominee (as pledgee or as sub-agent) or the name of the Pledgors, endorsed
or assigned in blank or in favor of the Collateral Agent, provided that
the Collateral Agent shall not exercise such right without the consent of CCSC
in the event an Event of Default is not continuing. Each Pledgor will promptly
give to the Collateral Agent copies of any notices or other communications
received by it with respect to Pledged Securities registered in the name of such
Pledgor. The Collateral Agent shall at all times have the right to exchange the
certificates representing Pledged Securities for certificates of smaller or
larger denominations for any purpose consistent with this Agreement.

SECTION 5.
Voting Rights; Dividends and Interest,
etc.  (a)  Unless and until an Event of Default shall
have occurred and be continuing:

| | (i)
Each Pledgor shall be entitled to exercise any and all voting and/or other consensual
rights and powers inuring to an owner of Pledged Securities or any part thereof for any
purpose consistent with the terms of this Agreement, the Credit Agreement and the other
Loan Documents; provided, however, that such Pledgor will not be entitled
to exercise any such right if the result thereof could materially and adversely affect
the rights inuring to a holder of the Pledged Securities or the rights and remedies of
any of the Secured Parties
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| | under this Agreement or the Credit Agreement or any other Loan
Document or the ability of the Secured Parties to exercise the same.
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| | (ii)
The Collateral Agent shall execute and deliver to each Pledgor, or cause to be executed
and delivered to each Pledgor, all such proxies, powers of attorney and other instruments
as such Pledgor may reasonably request for the purpose of enabling such Pledgor to
exercise the voting and/or consensual rights and powers it is entitled to exercise
pursuant to subparagraph (i) above and to receive the cash dividends it is entitled
to receive pursuant to subparagraph (iii) below.
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| | (iii)
Each Pledgor shall be entitled to receive and retain any and all cash dividends, interest
and principal paid on the Pledged Securities to the extent and only to the extent that
such cash dividends, interest and principal are permitted by, and otherwise paid in
accordance with, the terms and conditions of the Credit Agreement, the other Loan
Documents and applicable laws. All noncash dividends, interest and principal, and all
dividends, interest and principal paid or payable in cash or otherwise in connection with
a partial or total liquidation or dissolution, return of capital, capital surplus or
paid-in surplus, and all other distributions (other than distributions referred to in the
preceding sentence) made on or in respect of the Pledged Securities, whether paid or
payable in cash or otherwise, whether resulting from a subdivision, combination or
reclassification of the outstanding capital stock of the issuer of any Pledged Securities
or received in exchange for Pledged Securities or any part thereof, or in redemption
thereof, or as a result of any merger, consolidation, acquisition or other exchange of
assets to which such issuer may be a party or otherwise, shall be and become part of the
Collateral, and, if received by any Pledgor, shall not be commingled by such Pledgor with
any of its other funds or property but shall be held separate and apart therefrom, shall
be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered
to the Collateral Agent in the same form as so received (with any necessary endorsement).
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(b) Upon the
occurrence and during the continuance of an Event of Default, all rights of any
Pledgor to dividends, interest or principal that such Pledgor is authorized to
receive pursuant to paragraph (a)(iii) above shall cease, and all such
rights shall thereupon become vested in the Collateral Agent, which shall have
the sole and exclusive right and authority to receive and retain such dividends,
interest or principal. All dividends, interest or principal received by the
Pledgor contrary to the provisions of this Section 5 shall be held in trust
for the benefit of the Collateral Agent, shall be segregated from other property
or funds of such Pledgor and shall be forthwith delivered to the Collateral
Agent upon demand in the same form as so received (with any necessary
endorsement). Any and all money and other property paid over to
or received by the Collateral Agent pursuant to the provisions of this
paragraph (b) shall be retained by the Collateral Agent in an account to be
established by the Collateral Agent upon receipt of such money or other property
and shall be applied in accordance with the provisions of Section 7. After
all Events of Default have been cured or waived, the Collateral Agent shall,
within five Business Days after all such Events of Default have been cured or
waived, repay to each Pledgor all cash dividends, interest or principal (without
interest), that such Pledgor would otherwise be permitted to retain pursuant to
the terms of paragraph (a)(iii) above and which remain in such account.

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(c) Upon the
occurrence and during the continuance of an Event of Default, all rights of any
Pledgor to exercise the voting and consensual rights and powers it is entitled
to exercise pursuant to paragraph (a)(i) of this Section 5, and the
obligations of the Collateral Agent under paragraph (a)(ii) of this
Section 5, shall cease, and all such rights shall thereupon become vested
in the Collateral Agent, which shall have the sole and exclusive right and
authority to exercise such voting and consensual rights and powers, provided
that, unless otherwise directed by the Required Lenders, the Collateral
Agent shall have the right from time to time following and during the
continuance of an Event of Default to permit the Pledgors to exercise such
rights and such permission shall be deemed to have been granted absent notice to
the contrary to the Pledgors from the Collateral Agent. After all Events of
Default have been cured or waived, such Pledgor will have the right to exercise
the voting and consensual rights and powers that it would otherwise be entitled
to exercise pursuant to the terms of paragraph (a)(i) above.

SECTION 6.
Remedies upon Default. Upon the occurrence and during the continuance of
an Event of Default, subject to applicable regulatory and legal requirements,
the Collateral Agent may sell or otherwise dispose of the Collateral, or any
part thereof, at public or private sale or at any brokers board or on any
securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. The Collateral Agent shall be
authorized at any such sale (if it deems it advisable to do so) to restrict the
prospective bidders or purchasers to Persons who will represent and agree that
they are purchasing the Collateral for their own account for investment and not
with a view to the distribution or sale thereof, and upon consummation of any
such sale the Collateral Agent shall have the right to assign, transfer and
deliver to the purchaser or purchasers thereof the Collateral so sold. Each such
purchaser at any such sale shall hold the property sold absolutely free from any
claim or right on the part of any Pledgor, and, to the extent permitted by
applicable law, the Pledgors hereby waive all rights of redemption, stay,
valuation and appraisal any Pledgor now has or may at any time in the future
have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent
shall give a Pledgor 10 daysprior written notice (which each Pledgor agrees is
reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial
Code as in effect in the State of New York or its equivalent in other jurisdictions)
of the Collateral Agents intention to make any sale of such Pledgors
Collateral. Such notice, in the case of a public sale, shall state the time and place for
such sale and, in the case of a sale at a brokers board or on a securities
exchange, shall state the board or exchange at which such sale is to be made and the day
on which the Collateral, or portion thereof, will first be offered for sale at such board
or exchange. Any such public sale shall be held at such time or times within ordinary
business hours and at such place or places as the Collateral Agent may fix and state in
the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold
may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may
(in its sole and absolute discretion) determine. The Collateral Agent shall not be
obligated to make any sale of any Collateral if it shall determine not to do so,
regardless of the fact that notice of sale of such Collateral shall have been given. The
Collateral Agent may, without notice or publication, adjourn any public or private sale
or cause the same to be adjourned from time to time by announcement at the time and place
fixed for sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case any sale of all or any part of the Collateral
is made on credit or for future delivery, the Collateral so sold may be retained by the
Collateral Agent until the sale price is paid in full by the purchaser

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or purchasers thereof, but the Collateral Agent shall not incur any
liability in case any such purchaser or purchasers shall fail to take up and pay for the
Collateral so sold and, in case of any such failure, such Collateral may be sold again
upon like notice. At any public (or, to the extent permitted by applicable law, private)
sale made pursuant to this Section 6, any Secured Party may bid for or purchase,
free from any right of redemption, stay, valuation or appraisal on the part of any
Pledgor (all said rights being also hereby waived and released), the Collateral or any
part thereof offered for sale and may make payment on account thereof by using any
Obligation then due and payable to such Secured Party from any Pledgor as a credit
against the purchase price, and such Secured Party may, upon compliance with the terms of
sale, hold, retain and dispose of such property without further accountability to any
Pledgor therefor. For pur poses hereof, (a) a written agreement to purchase the
Collateral or any portion thereof shall be treated as a sale thereof, (b) the
Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c)
no Pledgor shall be entitled to the return of the Collateral or any portion thereof
subject thereto, notwithstanding the fact that after the Collateral Agent shall have
entered into such an agreement all Events of Default shall have been remedied and the
Obligations paid in full. As an alternative to exercising the power of sale herein
conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in
equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof
pursuant to a judgment or decree of a court or courts having competent jurisdiction or
pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the
provisions of this Section 6 shall be deemed to conform to the commercially
reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code
as in effect in the State of New York or its equivalent in other jurisdictions.

SECTION 7.
Application of Proceeds of Sale. The proceeds of any sale of Collateral
pursuant to Section 6, as well as any Collateral consisting of cash, shall
be applied by the Collateral Agent as provided in the Collateral Sharing
Agreement.

The Collateral
Agent shall have absolute discretion as to the time of application of any such
proceeds, moneys or balances in accordance with this Agreement. Upon any sale of
the Collateral by the Collateral Agent (including pursuant to a power of sale
granted by statute or under a judicial proceeding), the receipt of the purchase
money by the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold
and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent
or such officer or be answerable in any way for the misapplication thereof.

SECTION 8.
Collateral Sharing Agreement. By becoming a party to this Agreement, each
Pledgor agrees to be bound by the terms of the Collateral Sharing Agreement and,
without limiting the generality of the foregoing, expressly agrees that all
obligations and liabilities of a Grantor thereunder apply to such Pledgor with
the same force and effect as if such Pledgor were a signatory thereto.

SECTION 9. Collateral
Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints the Collateral Agent
the attorney-in-fact of such Pledgor for the purpose of carrying out the provisions of
this Agreement and taking any action and executing any instrument that the Collateral
Agent may deem necessary or advisable to accomplish the purposes hereof, which
appointment is irrevocable and coupled with an interest providedthat the
Collateral Agent shall only take any action

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pursuant to such appointment upon the occurrence and during the
continuation of an Event of Default. Without limiting the generality of the foregoing,
the Collateral Agent shall have the right, upon the occurrence and during the continuance
of an Event of Default, with full power of substitution either in the Collateral Agents
name or in the name of such Pledgor, to ask for, demand, sue for, collect, receive and
give acquittance for any and all moneys due or to become due under and by virtue of any
Collateral, to endorse checks, drafts, orders and other instruments for the payment of
money payable to the Pledgor representing any interest or dividend or other distribution
payable in respect of the Collateral or any part thereof or on account thereof and to
give full discharge for the same, to settle, compromise, prosecute or defend any action,
claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer
and to make any agreement respecting, or otherwise deal with, the same; provided,
however, that nothing herein contained shall be construed as requiring or
obligating the Collateral Agent to make any commitment or to make any inquiry as to the
nature or sufficiency of any payment received by the Collateral Agent, or to present or
file any claim or notice, or to take any action with respect to the Collateral or any
part thereof or the moneys due or to become due in respect thereof or any property
covered thereby. The Collateral Agent and the other Secured Parties shall be accountable
only for amounts actually received as a result of the exercise of the powers granted to
them herein, and neither they nor their officers, directors, employees or agents shall be
responsible to any Pledgor for any act or failure to act hereunder, except for their own
gross negligence or wilful misconduct.

SECTION 10.
Waivers; Amendment.  (a)  No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Collateral Agent hereunder
and of the other Secured Parties under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provisions of this Agreement or any other Loan Document or
consent to any departure by any Pledgor therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) below, and
then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given. No notice to or demand on any Pledgor in any
case shall entitle such Pledgor or any other Pledgor to any other or further
notice or demand in similar or other circumstances.

(b) Neither this
Agreement nor any provision hereof may be waived, amended or modified except
pursuant to a written agreement entered into between the Collateral Agent and
the Pledgor or Pledgors with respect to which such waiver, amendment or
modification is to apply, subject to any consent required in accordance with
Section 10.08 of the Credit Agreement.

SECTION 11. Securities
Act, etc. In view of the position of the Pledgors in relation to the Pledged
Securities, or because of other current or future circumstances, a question may arise
under the Securities Act of 1933, as now or hereafter in effect, or any similar statute
hereafter enacted analogous in purpose or effect (such Act and any such similar statute
as from time to time in effect being called the Federal Securities Laws)
with respect to any disposition of the Pledged Securities permitted hereunder. Each
Pledgor understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Collateral Agent if the Collateral Agent were to
attempt to dispose of all or any part of the Pledged Securities, and might also limit the
extent to

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which or the manner in which any subsequent transferee of any Pledged
Securities could dispose of the same. Similarly, there may be other legal restrictions or
limitations affecting the Collateral Agent in any attempt to dispose of all or part of
the Pledged Securities under applicable Blue Sky or other state securities laws or
similar laws analogous in purpose or effect. Each Pledgor recognizes that in light of
such restrictions and limitations the Collateral Agent may, with respect to any sale of
the Pledged Securities, limit the purchasers to those who will agree, among other things,
to acquire such Pledged Securities for their own account, for investment, and not with a
view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that in
light of such restrictions and limitations, the Collateral Agent, in its sole and
absolute discretion, (a) may proceed to make such a sale whether or not a
registration statement for the purpose of registering such Pledged Securities or part
thereof shall have been filed under the Federal Securities Laws and (b) may approach
and negotiate with a single potential purchaser to effect such sale. Each Pledgor
acknowledges and agrees that any such sale might result in prices and other terms less
favorable to the seller than if such sale were a public sale without such restrictions.
In the event of any such sale, the Collateral Agent shall incur no responsibility or
liability for selling all or any part of the Pledged Securities at a price that the
Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable
under the circumstances, notwithstanding the possibility that a substantially higher
price might have been realized if the sale were deferred until after registration as
aforesaid or if more than a single purchaser were approached. The provisions of this
Section 11 will apply notwithstanding the existence of a public or private market
upon which the quotations or sales prices may exceed substantially the price at which the
Collateral Agent sells.

SECTION 12.
Registration, etc. Each Pledgor agrees that, upon the occurrence and
during the continuance of an Event of Default hereunder, if for any reason the
Collateral Agent desires to sell any of the Pledged Securities of CCSC at a
public sale, it will, at any time and from time to time, upon the written
request of the Collateral Agent, use its best efforts to take or to cause the
issuer of such Pledged Securities to take such action and prepare, distribute
and/or file such documents, as are required or advisable in the reasonable
opinion of counsel for the Collateral Agent to permit the public sale of such
Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold
harmless the Collateral Agent, each other Secured Party, any underwriter and
their respective officers, directors, affiliates and controlling Persons from
and against all loss, liability, expenses, costs of counsel (including, without
limitation, reasonable fees
and expenses to the Collateral Agent of legal counsel), and
claims (including the costs of investigation) that they may incur insofar as
such loss, liability, expense or claim arises out of or is based upon any
alleged untrue statement of a material fact contained in any prospectus (or any
amendment or supplement thereto) or in any notification or offering circular, or
arises out of or is based upon any alleged omission to state a material fact
required to be stated therein or necessary to make the statements in any thereof
not misleading, except insofar as the same may have been caused by any untrue
statement or omission based upon information furnished in writing to such
Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any
other Secured Party expressly for use therein. Each Pledgor further agrees, upon
such written request referred to above, to use its best efforts to qualify, file
or register, or cause the issuer of such Pledged Securities to qualify, file or
register, any of the Pledged Securities under the Blue Sky or other securities
laws of such states as may be requested by the Collateral Agent and keep
effective, or cause to be kept effective, all such qualifications, filings or
registrations. Each Pledgor will bear all costs and expenses of carrying out its
obligations under this Section 12. Each Pledgor acknowledges that there is
no adequate remedy at law for failure by it to

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comply with the provisions of
this Section 12 and that such failure would not be adequately compensable
in damages, and therefore agrees that its agreements contained in this
Section 12 may be specifically enforced.

SECTION 13.
Security Interest Absolute. All rights of the Collateral Agent hereunder,
the grant of a security interest in the Collateral and all obligations of each
Pledgor hereunder, shall be absolute and unconditional irrespective of
(a) any lack of validity or enforceability of the Credit Agreement, any
other Loan Document, any agreement with respect to any of the Obligations or any
other agreement or instrument relating to any of the foregoing, (b) any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Obligations, or any other amendment or waiver of or any consent to
any departure from the Credit Agreement, any other Loan Document or any other
agreement or instrument relating to any of the foregoing, (c) any exchange,
release or nonperfection of any other collateral, or any release or amendment or
waiver of or consent to or departure from any guaranty, for all or any of the
Obligations or (d) any other circumstance that might otherwise constitute a
defense available to, or a discharge of, any Pledgor in respect of the
Obligations or in respect of this Agreement (other than the indefeasible payment
in full of all the Obligations).

SECTION 14.
Termination or Release. (a)  This Agreement and the security
interests granted hereby shall terminate when all the Obligations described in
clause (a) of the definition thereof have been indefeasibly paid in full,
the Lenders have no further commitment to lend under the Credit Agreement, the
L/C Exposure has been reduced to zero and the Issuing Bank has no further
obligation to issue Letters of Credit under the Credit Agreement.

(b) Upon any
sale or other transfer by any Pledgor of any Collateral that is permitted under
the Credit Agreement to any Person that is not a Pledgor, or, upon the
effectiveness of any written consent to the release of the security interest
granted hereby in any Collateral pursuant to Section 10.08 of the Credit
Agreement, the security interest in such Collateral shall be automatically
released.

(c) In
connection with any termination or release pursuant to paragraph (a) or
(b), the Collateral Agent shall execute and deliver to any Pledgor, at such
Pledgors expense, all documents that such Pledgor shall reasonably request
to evidence such termination or release. Any execution and delivery of documents
pursuant to this Section 14 shall be without recourse to or warranty by the
Collateral Agent.

SECTION 15.
Notices. All communications and notices hereunder shall be in writing and
given as provided in Section 10.01 of the Credit Agreement. All
communications and notices hereunder to any Subsidiary Pledgor shall be given to
it at the address for notices set forth on Schedule I, with a copy to CCSC.

SECTION 16.
Further Assurances. Each Pledgor agrees to do such further acts and
things, and to execute and deliver such additional conveyances, assignments,
agreements and instruments, as the Collateral Agent may at any time reasonably
request in connection with the administration and enforcement of this Agreement
or with respect to the Collateral or any part thereof or in order better to
assure and confirm unto the Collateral Agent its rights and remedies hereunder.

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SECTION 17.
Binding Effect; Several Agreement; Assignments. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of any Pledgor or the Collateral Agent
that are contained in this Agreement shall bind and inure to the benefit of its
successors and assigns. This Agreement shall become effective as to any Pledgor
when a counterpart hereof executed on behalf of such Pledgor shall have been
delivered to the Collateral Agent and a counterpart hereof shall have been
executed on behalf of the Collateral Agent, and thereafter shall be binding upon
such Pledgor and the Collateral Agent and their respective successors and
assigns, and shall inure to the benefit of such Pledgor, the Collateral Agent
and the other Secured Parties, and their respective successors and assigns,
except that no Pledgor shall have the right to assign its rights hereunder or
any interest herein or in the Collateral (and any such attempted assignment
shall be void), except as expressly contemplated by this Agreement or the other
Loan Documents. If all of the capital stock of a Pledgor is sold, transferred or
otherwise disposed of to a Person that is not an Affiliate of the Borrowers
pursuant to a transaction permitted by Section 6.05 of the Credit
Agreement, such Pledgor shall be released from its obligations under this
Agreement without further action. This Agreement shall be construed as a
separate agreement with respect to each Pledgor and may be amended, modified,
supplemented, waived or released with respect to any Pledgor without the
approval of any other Pledgor and without affecting the obligations of any other
Pledgor hereunder.

SECTION 18.
Survival of Agreement; Severability.  (a)  All
covenants, agreements, representations and warranties made by any Pledgor herein
and in the certificates or other instruments prepared or delivered in connection
with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by the Collateral Agent and the other
Secured Parties and shall survive the making by the Lenders of the Loans and the
issuance of the Letters of Credit by the Issuing Bank, regardless of any
investigation made by the Secured Parties or on their behalf, and shall continue
in full force and effect as long as the principal of or any accrued interest on
any Loan or any other fee or amount payable under this Agreement or any other
Loan Document is outstanding and unpaid or the LC Exposure
does not equal zero and as long as the Commitments and the commitment of the
Issuing Bank to issue Letters of Credit under the Credit Agreement have not been
terminated.

(b) In the event
any one or more of the provisions contained in this Agreement should be held
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions. It is understood and agreed that this Agreement shall create
separate security interests in the Collateral securing the Term Loan Obligations
and the Other Obligations, respectively, as provided in Section 1, and that
any determination by any court with jurisdiction that the security interest
securing any Obligation or class of Obligations is invalid for any reason shall
not in and of itself invalidate the security interest securing any other
Obligations hereunder.

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SECTION 19. GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.

SECTION 20.
Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall constitute an original, but all of which, when taken
together, shall constitute a single contract, and shall become effective as
provided in Section 17. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this Agreement.

SECTION 21.
Rules of Interpretation. The rules of interpretation specified in
Section 1.03 of the Credit Agreement shall be applicable to this Agreement.
Section headings 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 22.
Jurisdiction; Consent to Service of
Process.  (a)  Each Pledgor 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, to the extent permitted by applicable law, 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 referred to in
paragraph (a) of this Section. Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the
Collateral Agent or any other Secured Party may otherwise have to bring any
action or proceeding relating to this Agreement or the other Loan Documents
against any Pledgor or its properties in the courts of any jurisdiction.

(b) Each Pledgor
hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or 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 15. Nothing in this Agreement will affect
the right of any party to this Agreement to serve process in any other manner
permitted by law.

SECTION 23.
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

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NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 24.
Additional Pledgors. Pursuant to Section 5.11 of the Credit
Agreement, each Domestic Subsidiary of CCSC that was not in existence or not a
Domestic Subsidiary on the date of the Credit Agreement is required to enter
into this Agreement as a Subsidiary Pledgor upon becoming a Domestic Subsidiary
if such Subsidiary owns or possesses property of a type that would be considered
Collateral hereunder. Upon execution and delivery by the Collateral Agent and a
Subsidiary of an instrument in the form of Annex 1 hereto, such Subsidiary
shall become a Subsidiary Pledgor hereunder with the same force and effect as if
originally named as a Subsidiary Pledgor herein. The execution and delivery of
such instrument shall not require the consent of any Pledgor hereunder. The
rights and obligations of each Pledgor hereunder shall remain in full force and
effect notwithstanding the addition of any new Subsidiary Pledgor as a party to
this Agreement.

SECTION 25.
Execution of Financing Statements. Pursuant to Section 9-402 of the
Uniform Commercial Code as in effect in the State of New York or its
equivalent in other jurisdictions, each Pledgor authorizes the Collateral Agent
to file financing statements with respect to the Collateral owned by it without
the signature of such Pledgor in such form and in such filing offices as the
Collateral Agent reasonably determines appropriate to perfect the security
interests of the Collateral Agent under this Agreement. A carbon, photographic
or other reproduction of this Agreement shall be sufficient as a financing
statement for filing in any jurisdiction.

SECTION 26. Intercreditor
Agreement. To the extent they concern any Collateral which comprises shares in the
capital of Crown Cork & Seal Receivables (DE) Corporation, all rights, remedies and
entitlements of the Collateral Agent hereunder and all restrictions on the rights and
entitlements of the Pledgor hereunder, shall in each case be subject to the terms of the
Intercreditor Agreement.

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

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

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

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

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