<PAGE>   1
                                                                    EXHIBIT 99.1


                              U.S. CAN CORPORATION

             10-1/8% Senior Subordinated Notes Due October 15, 2006

                               PURCHASE AGREEMENT

                                                              New York, New York
                                                                October 10, 1996
SALOMON BROTHERS INC
CS FIRST BOSTON CORPORATION
BA SECURITIES, INC.

c/o Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048

Dear Sirs:

                 U.S. Can Corporation, a Delaware corporation (the "Company"),
proposes to issue and sell to you (the "Initial Purchasers") $275,000,000
principal amount of its 10-1/8% Senior Subordinated Notes Due October 15, 2006
(the "Notes") to be guaranteed (the "Guaranty") on a senior subordinated and
unsecured basis by United States Can Company, a Delaware corporation and the
sole direct and only United States subsidiary of the Company  (the
"Guarantor"), and to be issued under an indenture (the "Indenture") to be dated
as of October 17, 1996, between the Company, the Guarantor and Harris Trust and
Savings Bank, as trustee (the "Trustee").  References herein to the Notes shall
be deemed to also include the Guaranty unless the context otherwise requires.

                 The sale of the Notes to you will be made without registration
of the Notes under the Securities Act of 1933, as amended (the "Act"), in
reliance upon the exemption from the registration requirements of the Act
provided by Section 4(2) thereof.  You have advised the Company that you will
make an offering of the Notes purchased by you hereunder in accordance with
Section 4 hereof on the terms set forth in the Final Memorandum (as defined
below), as soon as you deem advisable after this Agreement has been executed
and delivered.

                 In connection with the sale of the Notes, the Company has
prepared a preliminary offering memorandum, dated September 24, 1996 (the
"Preliminary Memorandum"), and a final offering memorandum, dated October 10,
1996 (the "Final Memorandum").  Each of the Preliminary Memorandum and the
Final Memorandum sets forth certain information concerning the Company and the
Notes.  The Company hereby confirms that it has authorized the use of the
Preliminary Memorandum and the Final Memorandum in connection with the offering
and resale by the Initial Purchasers of the Notes.  Any references herein to
the Preliminary Memorandum or the Final Memorandum shall be deemed to include
all exhibits thereto and all documents (if any) incorporated by reference and
filed by the Company or the Guarantor pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), on or before the execution and
delivery of this Agreement by each of the parties hereto (the "Execution
Time"); and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Final Memorandum shall be





<PAGE>   2

deemed to refer to and include the filing of any document under the Exchange
Act after the Execution Time which is incorporated by reference therein (if
any).

                 The Initial Purchasers and their direct and indirect
transferees of the Notes will be entitled to the benefits of the Registration
Rights Agreement, substantially in the form attached hereto as Exhibit C (the
"Registration Rights Agreement"), pursuant to which the Company and the
Guarantor have agreed, among other things, to file a registration statement
(the "Registration Statement") with the Securities and Exchange Commission (the
"Commission") registering the Notes under the Act.  In connection with the sale
of the Notes, the Company, the Trustee and The First National Bank of Chicago
will enter into the Escrow Agreement prior to the Closing Date pursuant to
which the funds necessary to redeem the Guarantor's 13 1/2% Senior Subordinated
Notes due 2002 (the "13 1/2% Notes") will be escrowed to provide for such
redemption prior to January 22, 1997.

                 1.       Representations and Warranties.  Each of the Company
and the Guarantor, jointly and severally, represents and warrants to, and
agrees with, the Initial Purchasers as set forth below in this Section 1.

                 (a)      Each of the Preliminary Memorandum and the Final
         Memorandum as of its date did not, and the Final Memorandum (as the
         same may have been amended or supplemented) as of the Closing Date (as
         defined in Section 3 hereof) will not, contain any untrue statement of
         a material fact or omit to state any material fact necessary to make
         the statements therein, in the light of the circumstances under which
         they were made, not misleading;
                                        provided, however, that the Company and
         the Guarantor make no representations or warranties as to the
         information contained in or omitted from the Preliminary Memorandum or
         the Final Memorandum in reliance upon and in conformity with
         information furnished in writing to the Company or the Guarantor by
         the Initial Purchasers specifically for inclusion in the Preliminary
         Memorandum or the Final Memorandum (and any amendment or supplement
         thereof or thereto).  No forward looking statement within the meaning
         of Section 27A of the Act and Section 21E of the Exchange Act
         contained in the Final Memorandum has been made or reaffirmed without
         a reasonable basis or has been disclosed other than in good faith.

                 (b)      The audited financial statements of the Company and
         its subsidiaries included in the Final Memorandum present fairly in
         all material respects the financial position, results of operations
         and cash flows of the Company and its subsidiaries at the dates and
         for the periods to which they relate.  The audited financial
         statements of the CPI Group (as hereinafter defined) included in the
         Final Memorandum present fairly in all material respects the financial
         position, results of operations and cash flows of the CPI Group at the
         dates and for the periods to which they relate.  The audited financial
         statements of USC Europe (as defined in the Final Memorandum) included
         in the Final Memorandum present fairly in all material respects the
         financial position and results of operations of USC Europe at the
         dates and for the periods to which they relate.  All of such financial
         statements have been prepared in conformity with generally accepted
         accounting principles in accordance with the Act and the rules and
         regulations promulgated thereunder, except as otherwise expressly
         indicated in the Final Memorandum.  The unaudited financial statements
         of the Company, the CPI Group and USC Europe included in the Final
         Memorandum





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         fairly present the financial position of the Company, the CPI Group
         and USC Europe, respectively, as of the dates indicated and the
         results of operation, changes in cash flows and stockholders' equity
         of the Company, the CPI Group and, except for changes in cash flows,
         USC Europe, respectively, for the portions of the respective fiscal
         years ending on such dates, in each case subject to year-end audit
         adjustments.  The summary and selected financial data in the Final
         Memorandum present fairly in all material respects the information
         shown therein and the summary and selected financial data have been
         prepared and compiled on a basis consistent with the audited financial
         statements included therein, except as otherwise expressly stated
         therein.  Arthur Andersen LLP, Befec-Price Waterhouse and Plante &
         Moran LLP are independent public accounting firms within the meaning
         of the Act and the rules and regulations promulgated thereunder.

                 (c)      The Company and the Guarantor have not taken and will
         not take, directly or indirectly, any action prohibited by Rule 10b-6
         under the Exchange Act in connection with the offering of the Notes.

                 (d)      None of the Company, the Guarantor or any affiliate
         (as defined in Rule 501(b) of Regulation D under the Act ("Regulation
         D")) (other than Salomon Brothers Inc, as to which the Company and the
         Guarantor make no representation or warranty as to the matters covered
         by this Section 1(d)) of the Company or the Guarantor has directly, or
         through any agent, (i) sold, offered for sale, solicited offers to buy
         or otherwise negotiated in respect of, any security (as defined in the
         Act) which is or will be integrated with the sale of the Notes in a
         manner that would require the registration of the Notes under the Act
         or (ii) engaged in any form of general solicitation or general
         advertising (within the meaning of Regulation D) in connection with
         the offering of the Notes.

                 (e)      It is not necessary in connection with the offer,
         sale and delivery of the Notes in the manner contemplated by this
         Agreement and the Final Memorandum to register the Notes under the Act
         or to qualify the Indenture under the Trust Indenture Act of 1939, as
         amended (the "TIA").

                 (f)      None of the Company, the Guarantor, their affiliates
         (other than Salomon Brothers Inc, as to which the Company and the
         Guarantor make no representation or warranty as to the matters covered
         by this Section 1(f)) or any person acting on behalf of the Company,
         the Guarantor or such affiliates has engaged in any directed selling
         efforts (as that term is defined in Regulation S under the Act
         ("Regulation S")) with respect to the Notes, and the Company, the
         Guarantor and such affiliates and any person acting on their behalf
         have complied with the offering restrictions requirement of Regulation
         S.

                 (g)      The Company is subject to the reporting requirements
         of Section 13 or Section 15(d) of the Exchange Act.  The Company meets
         the requirements for the use of Form S-3 under the Act in connection
         with the Registration Rights Agreement.

                 (h)      The Notes satisfy the requirements set forth in Rule
         144A(d)(3) under the Act.  The Company has been advised by the
         National Association of Securities Dealers, Inc. ("NASD") Private
         Offerings, Resales and Trading through Automatic





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         Linkages ("PORTAL") Market that the Notes have or will be designated
         PORTAL eligible securities in accordance with the rules and
         regulations of the NASD.

                 (i)      Each of the Company and the Guarantor has been duly
         incorporated and is validly existing as a corporation in good standing
         under the laws of the jurisdiction in which it is chartered or
         organized, with full corporate power and authority to own its
         properties and conduct its business as described in the Final
         Memorandum, and is duly qualified to do business as a foreign
         corporation and is in good standing under the laws of each
         jurisdiction which requires such qualification wherein it owns or
         leases material properties or conducts material business.  Each of the
         Guarantor's subsidiaries has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the
         jurisdiction in which it is chartered or organized, with full
         corporate power and authority to own its properties and conduct its
         business, and is duly qualified to do business as a foreign
         corporation and is in good standing under the laws of each
         jurisdiction which requires such qualification wherein it owns or
         leases material properties or conducts material business.  Exhibit E
         is a complete list of all of the Company's and the Guarantor's direct
         or indirect subsidiaries, (collectively, the "Subsidiaries") as of the
         Execution Time and as of the Closing Date, including each Subsidiary's
         jurisdiction of incorporation.

                 (j)      All of the outstanding shares of capital stock of
         each of the Company and the Guarantor have been duly and validly
         authorized and issued and are fully paid and nonassessable, and all
         outstanding shares of capital stock of the Company's subsidiaries are
         owned by the Company, directly or indirectly, free and clear of any
         perfected security interest and any other security interests, claims,
         liens or encumbrances, other then the pledge by the Company of 65% of
         the common stock of U.S.C. Europe N.V. outstanding as of the date
         hereof to Bank of America Illinois for the benefit of the Senior
         Lenders (as defined in the Final Memorandum).

                 (k)      The Company's authorized equity capitalization is as
         set forth in the Final Memorandum; and the Notes, the Exchange Notes
         (as defined in the Registration Rights Agreement), the Indenture, the
         Registration Rights Agreement and the Senior Credit Agreement (as
         defined in the Final Memorandum) conform in all material respects to
         the descriptions thereof contained in the Final Memorandum.

                 (l)      The Company and the Guarantor have full corporate
         power and authority to enter into this Agreement and perform the
         transactions contemplated hereby.  This Agreement has been duly
         authorized, executed and delivered by each of the Company and the
         Guarantor and (assuming the due authorization, execution and delivery
         thereof by the Initial Purchasers) constitutes a valid and binding
         obligation of each of the Company and the Guarantor enforceable in
         accordance with its terms, except as enforceability may be limited by
         general equitable principles, bankruptcy, insolvency, reorganization,
         moratorium or other laws affecting creditors' rights generally and
         except as to those provisions relating to indemnity or contribution
         for liabilities arising under federal and state securities laws.

                 (m)      The Company and the Guarantor have full corporate
         power and authority to enter into the Indenture and perform the
         transactions contemplated thereby.  The Indenture meets the
         requirements for qualification under the TIA.  The Indenture has been
         duly authorized by each of the Company the Guarantor and, when





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         executed and delivered by each of the Company and the Guarantor
         (assuming the due authorization, execution and delivery by the
         Trustee) will constitute a valid and binding obligation of each of the
         Company and the Guarantor, enforceable in accordance with its terms,
         except as enforceability may be limited by general equitable
         principles, bankruptcy, insolvency, reorganization, moratorium or
         other laws affecting creditors' rights generally and except as to
         those provisions relating to indemnity or contribution for liabilities
         arising under federal and state securities laws.

                 (n)      The Notes are in the form contemplated by the
         Indenture.  Each of the Company and the Guarantor has full corporate
         power and authority to execute, deliver and perform each of its
         obligations under the Notes and the Exchange Notes, including the
         Guaranty.  The Notes and the Exchange Notes have each been duly and
         validly authorized by each of the Company and the Guarantor and, when
         executed by each of the Company and the Guarantor and authenticated by
         the Trustee in accordance with the provisions of the Indenture and, in
         the case of the Notes, when delivered to and paid for by the Initial
         Purchasers in accordance with the terms of this Agreement, will
         constitute valid and binding obligations of each of the Company and
         the Guarantor, entitled to the benefits of the Indenture and
         enforceable in accordance with their terms, except as enforceability
         may be limited by general equitable principles, bankruptcy,
         insolvency, reorganization, moratorium or other laws affecting
         creditors' rights generally and except as to those provisions relating
         to indemnity or contribution for liabilities arising under federal and
         state securities laws.

                 (o)      The Company and the Guarantor have full corporate
         power and authority to enter into the Registration Rights Agreement
         and perform the transactions contemplated thereby.  The Registration
         Rights Agreement has been duly authorized by each of the Company the
         Guarantor and, when executed and delivered by each of the Company and
         the Guarantor (assuming the due authorization, execution and delivery
         thereof by the Initial Purchasers) will constitute a valid and binding
         obligation of each of the Company and the Guarantor enforceable in
         accordance with its terms, except as enforceability may be limited by
         general equitable principles, bankruptcy, insolvency, reorganization,
         moratorium or other laws affecting creditors' rights generally and
         except as to those provisions relating to indemnity or contribution
         for liabilities arising under federal and state securities laws.

                 (p)      The Company has full corporate power and authority to
         enter into the Escrow Agreement and perform the transactions
         contemplated thereby.  The Escrow Agreement has been duly authorized
         by the Company and, when executed and delivered by each of the Company
         (assuming the due authorization, execution and delivery thereof by the
         Trustee and the Escrow Agent) will constitute a valid and binding
         obligation of the Company enforceable in accordance with its terms,
         except as enforceability may be limited by general equitable
         principles, bankruptcy, insolvency, reorganization, moratorium or
         other laws affecting creditors' rights generally and except as to
         those provisions relating to indemnity or contribution for liabilities
         arising under federal and state securities laws.

                 (q)      The issuance and sale of the Notes, the execution,
         delivery and performance of this Agreement, the Indenture and the
         Registration Rights Agreement by each of the Company and the Guarantor
         and the consummation of the transactions





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         contemplated hereby and thereby (including, without limitation, the
         Required Redemption (as defined in the Indenture)) (i) will not
         violate any provisions of the certificate of incorporation, bylaws or
         other organizational documents of the Company or any of its
         subsidiaries and (ii) will not conflict with, result in a breach or
         violation of, or constitute, either by itself or upon notice or the
         passage of time or both, a default under (A) any indenture, mortgage,
         deed of trust, loan agreement, note, lease, license, franchise
         agreement, permit, certificate, contract or other agreement or
         instrument to which any of them or their subsidiaries is a party or to
         which any of them or their respective properties or assets (or those
         of their subsidiaries) is subject (each, a "Contract") or (B) any
         statute or any authorization, judgment, decree, order, rule or
         regulation of any court or any regulatory body, administrative agency
         or other governmental body applicable to the Company or any of its
         subsidiaries or any of their respective properties except, in the case
         of clause (ii) above, any such conflict, breach, violation or default
         that would not, individually or in the aggregate, have a material
         adverse effect on the condition (financial or otherwise), properties,
         business, operations, assets, results of operations or prospects of
         the Company or its Subsidiaries, taken as a whole (a "Material Adverse
         Effect").

                 (r)      No consent, approval, authorization or other order of
         any court, regulatory body, administrative agency, other governmental
         body or any third party which has not already been obtained is
         required for the execution and delivery of this Agreement or the
         consummation of the transactions contemplated by this Agreement,
         except for compliance with state securities or "Blue Sky" laws in
         connection with the purchase and resale of the Notes by the Initial
         Purchasers.  Neither the Company nor the Guarantor is (i) in violation
         of its certificate of incorporation or bylaws (or similar
         organizational document), (ii) in breach or violation of any statute,
         judgment, decree, order, rule or regulation applicable to any of them
         or any of their respective properties or assets, except for any such
         breach or violation which would not, individually or in the aggregate,
         have a Material Adverse Effect, or (iii) in breach of or default under
         (nor has any event occurred which, with notice or passage of time or
         both, would constitute a default under) or in violation of any of the
         terms or provisions of any Contract, except for any such breach,
         default, violation or event which would not, individually or in the
         aggregate, have a Material Adverse Effect or result in the creation of
         any mortgage, lien, charge or encumbrance upon any of the properties
         or assets of the Company or the Guarantor in any manner which would
         reasonably be expected to have a Material Adverse Effect.  There is no
         such term or provision which affects or in the future is reasonably
         likely to (so far as the Company or the Guarantor can now foresee)
         affect the Company or the Guarantor in any manner which is reasonably
         likely to have a Material Adverse Effect.

                 (s)      Except as disclosed in the Final Memorandum, there
         are no legal or governmental actions, suits or proceedings pending or,
         to the best of the Company's knowledge, threatened to which the
         Company or any of its subsidiaries is or is threatened to be made a
         party or of which property owned or leased by the Company or any of
         its subsidiaries is or is threatened to be made the subject, which
         actions, suits or proceedings could, individually or in the aggregate,
         prevent or adversely affect the transactions contemplated by this
         Agreement or have a Material Adverse Effect or which seek to restrain,
         enjoin, prevent the consummation of or otherwise challenge the
         issuance or sale of the Notes to be sold hereunder or the consummation





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         of the other transactions described in the Final Memorandum; and no
         labor disturbance by the employees of the Company or any of its
         subsidiaries exists or is imminent which could have a Material Adverse
         Effect.  Except as disclosed in the Final Memorandum, neither the
         Company nor any of its Subsidiaries is a party or subject to the
         provisions of any material injunction, judgment, decree or order of
         any court, regulatory body, administrative agency or other
         governmental body.  The Company and the Guarantor have no reason to
         believe that any governmental agencies are investigating the Company,
         the Guarantor, any Subsidiary or any related parties, other than as
         described in the Final Memorandum or in ordinary course administrative
         reviews or in any ordinary course review of the transactions
         contemplated hereby.

                 (t)      Except as disclosed in the Final Memorandum, the
         Company and its Subsidiaries have sufficient trademarks, trade names,
         patent rights, copyrights, licenses, approvals and governmental
         authorizations to conduct their businesses as now conducted without
         any known conflict with the rights of others; the Company's and its
         Subsidiaries' controlling persons, key employees and stockholders have
         all necessary permits, licenses and other authorizations required by
         applicable law for the Company and its Subsidiaries to conduct their
         businesses as now conducted; each of the Company and the Guarantor is
         in compliance in all material respects with all material franchises,
         grants, authorizations, licenses, permits, easements, consents,
         certificates and orders of any governmental or regulatory body,
         domestic or foreign, required for the conduct of its business; and the
         expiration of any trademarks, trade names, patent rights, copyrights,
         licenses, approvals or governmental authorizations would not have a
         Material Adverse Effect.

                 (u)      The Company and its subsidiaries are conducting
         business in compliance with all applicable laws, rules and regulations
         of the jurisdictions in which they are conducting business, except
         where the failure to be so in compliance would not have a Material
         Adverse Effect.

                 (v)      In connection with the Company's request, as set
         forth in a letter (the "Waiver Request") dated August 27, 1996 from
         John R. McGowan, Vice President and Controller of United States Can
         Company, to Craig Olinger, Associate Chief Accountant, Division of
         Corporate Finance, Securities and Exchange Commission (the
         "Commission"), that the Commission waive compliance by the Company
         with Rules 3-02 and 3-04 of Regulation S-X with respect to reporting
         certain financial information specified in the Waiver Request relating
         to USC Europe and the acquisition thereof by the Company, (i) the
         Company has received a response from the Commission that is responsive
         in all respects to the matters set forth in the Waiver Request and is
         set forth as Exhibit F hereto (the "Commission Response"), (ii) the
         Commission Response is in full force and effect as of the date hereof,
         (iii) neither the Company nor the Guarantor has taken or failed to
         take any action, nor is the Company or the Guarantor aware of any
         fact, that could result in such Commission Response being revoked by
         the Commission or otherwise becoming ineffective in whole or in part,
         (iv) any related disclosure in the Preliminary Memorandum and the
         Final Memorandum would comply in all respects with the conditions and
         requirements set forth in the Commission Response if such disclosure
         were included in a prospectus filed under the Act or a report filed
         under the Exchange Act and (v) the consolidated financial statements
         of the Company, the historical financial statements





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         of the CPI Group and USC Europe and any related disclosure included in
         reports or other documents filed or to be filed with the Commission
         otherwise comply, or will otherwise comply, with the applicable
         requirements of Regulation S-X.

                 (w)      Neither the Company nor any Subsidiary has sustained
         since December 31, 1995 any material loss or interference with its
         business from fire, explosion, flood or other calamity, whether or not
         covered by insurance, or from any labor dispute or court or
         governmental action, order or decree, otherwise than as set forth or
         contemplated in the Final Memorandum; and, since the respective dates
         as of which information is given in the Final Memorandum, there has
         not been and there is not reasonably expected to be any change in the
         capital stock or long-term debt of the Company or any Material Adverse
         Effect, otherwise than as set forth or contemplated in the Final
         Memorandum.

                 (x)      All foreign and federal, state and city tax returns
         and tax reports of each of the Company and the Guarantor required to
         be filed have been duly filed, and all taxes and all material
         assessments, fees and other governmental charges upon each of the
         Company and the Guarantor and upon their respective properties,
         assets, income and franchises which are due thereunder have been paid,
         other than those presently payable without penalty or interest, or
         which the Company or the Guarantor, as the case may be, is contesting
         in good faith and as to which adequate reserves have been made.  The
         federal income tax liability of the Company has been finally
         determined and satisfied for all fiscal periods through the fiscal
         year ended December 31, 1992.  Adequate charges, accruals and reserves
         have been made in the applicable financial statements referred to in
         Section 1(b) hereof in respect of federal income tax for all periods
         subsequent to December 31, 1992 and ending on or before June 30, 1996,
         and adequate charges, accruals and reserves have been made on the
         books of the Company in respect of all such taxes.  To the best of
         each of the Company's and the Guarantor's knowledge, no material
         unpaid assessment for additional federal or foreign income tax is due
         from the Company or the Guarantor for any fiscal period, except for
         assessments which the Company or the Guarantor is contesting in good
         faith and as to which adequate reserves have been made.

                 (y)      Each of the Company and the Guarantor is not in
         default with respect to any short-term or long-term borrowing or any
         funded debt or any instrument or agreement relating thereto, or in
         arrears in the payment of any dividends or other distributions due in
         respect of any securities.  Complete and correct copies of all
         instruments and agreements relating to any short-term or long-term
         borrowings, mortgages, funded debt or other securities of the Company,
         the Guarantor and the Subsidiaries have been provided to Wachtell,
         Lipton, Rosen & Katz, special counsel for the Initial Purchasers.

                 (z)      Each of the Company and the Guarantor has good and
         marketable title in fee simple to all real property and good and
         marketable title to all personal property and assets owned by it on
         the date hereof, in each case subject to no material mortgage or
         material encumbrance except as set forth on Schedule 1(z) hereto or as
         do not materially affect the value of such property and do not
         interfere with the use made and proposed to be made of such property
         by the Company or the Guarantor, as the case may be.  As to any
         property held under lease by the Company or the Guarantor, the Company
         or the Guarantor, as the case may be, enjoys peaceful





                                      -8-
<PAGE>   9



         undisturbed possession under all such leases which are material to the
         Company or the Guarantor, as the case may be; all such leases are
         valid, subsisting and enforceable, with no material default on the
         part of the lessee existing thereunder; and none of such leases
         contains any unusual or burdensome provision which materially
         adversely affects or in the future may (so far as the Company or the
         Guarantor can now foresee) affect the operations of the Company or the
         Guarantor in any manner which is reasonably likely to have a Material
         Adverse Effect.

                 (aa)     To the best of the Company's and the Guarantor's
         knowledge, the Company and the Guarantor have not engaged in any
         transaction in connection with which the Company or the Guarantor
         could be subject to either a civil penalty assessed pursuant to
         Section 502(i) or 501(l) of the Employee Retirement Income Security
         Act of 1974, as amended ("ERISA") or a tax imposed by Section 4975 of
         the Internal Revenue Code of 1986, as amended (the "Code").  No
         defined benefit pension plan of the Company or the Guarantor which is
         subject to ERISA (a "Plan") has been terminated since June 30, 1996.
         No material liability to the Pension Benefit Guaranty Corporation has
         been or is expected by the Company or the Guarantor to be incurred
         with respect to any Plan by the Company or the Guarantor.  There has
         been no "reportable event" (within the meaning of Section 4043(b) of
         ERISA or the regulations thereunder) with respect to any Plan, or any
         event or condition, which presents a material risk of termination of
         any Plan by the Pension Benefit Guaranty Corporation.  Full payment
         has been made of all amounts which the Company or the Guarantor is
         required, under the terms of each pension plan of the Company or the
         Guarantor which is subject to ERISA (an "Employee Plan"), to have paid
         as contributions to such Employee Plan as of the last day of the most
         recent fiscal year of such Employee Plan ended prior to the date
         hereof, and no accumulated funding deficiency (as defined in Section
         302 of ERISA and Section 412 of the Code), whether or not waived,
         exists with respect to any Employee Plan.  As of January 1, 1996, the
         present value of accrued benefits under the Pension Plan for
         Hourly-Rated Employees of the Guarantor did not exceed the current
         value of all of the assets of such Plan allocable to such accrued
         benefits by more than $10 million.  For purposes of the representation
         in the preceding sentence, the terms "present value," "current value"
         and "accrued benefit" have the meanings specified in Section 3 of
         ERISA, and the determination of such amounts is pursuant to
         assumptions used by the enrolled actuaries for such Plan in the
         actuarial report prepared for the most recent Plan year.  There has
         been no withdrawal liability or liabilities assessed against the
         Company or the Guarantor with respect to any multi-employer plan to
         which the Company or the Guarantor contributes.  The Company and the
         Guarantor have not engaged in any material violations of the
         requirements of Section 4980B of the Code or of Part 6 of Title I of
         ERISA which have resulted in or could result in liabilities or the
         imposition of penalties or sanctions under said Sections.

                 (bb)     There are no legal or governmental proceedings
         affecting the Company or any of its subsidiaries or any of their
         respective properties or assets which would be required to be
         described in a prospectus pursuant to the Act and the rules and
         regulations promulgated thereunder that are not described in the Final
         Memorandum, nor are there any material Contracts or other documents
         which would be required to be described in a prospectus pursuant to
         the Act that are not described in the Final Memorandum.





                                      -9-
<PAGE>   10

                 (cc)     Except as disclosed in the Final Memorandum and
         except as would not individually or in the aggregate have a Material
         Adverse Effect, (A) the Company and the Subsidiaries are each in
         compliance with all applicable Environmental Laws, (B) the Company and
         the Subsidiaries have all permits, authorizations and approvals
         required under any applicable Environmental Laws and are each in
         compliance with their requirements, (C) there are no pending or
         threatened Environmental Claims against the Company or any Subsidiary,
         and (D) with respect to the property or operations of the Company or
         the Subsidiaries, there are no circumstances that could reasonably be
         anticipated to form the basis of an Environmental Claim against the
         Company or the Subsidiaries.

                          For the purposes of this Agreement, the following
         terms shall have the following meanings: "Environmental Law" means any
         United States (or other applicable jurisdiction's) federal, state,
         local or municipal statute, law, rule, regulation, ordinance, code,
         policy or rule of common law and any judicial or administrative
         interpretation thereof including any judicial or administrative order,
         consent decree or judgment, relating to the environment, health,
         safety or any chemical, material or substance, exposure to which is
         prohibited, limited or regulated by any governmental authority.
         "Environmental Claims" means any and all administrative, regulatory or
         judicial actions, suits, demands, demand letters, claims, liens,
         notices of noncompliance or violation, investigations or proceedings
         relating in any way to any Environmental Law.

                 (dd)     To the best knowledge of the Company and the
         Guarantor, none of the Company, the Guarantor, or any Subsidiary, or
         any employee or agent of the Company or the Guarantor, or any
         Subsidiary, has made any payment from funds of the Company or the
         Guarantor, or any Subsidiary, or received or retained any funds in
         violation of any rule or regulations, which payment, receipt or
         retention of funds would be required to be disclosed in a prospectus
         pursuant to the Act and the rules and regulations promulgated
         thereunder, or has individually or in the aggregate had a Material
         Adverse Effect.

                 (ee)     No holders of securities of the Company or the
         Guarantor have preemptive rights, rights of first refusal triggered by
         the transactions contemplated hereby or rights to the registration of
         such securities under the Registration Rights Agreement or pursuant to
         any of the obligations of the Company or the Guarantor thereunder.

                 (ff)     None of the transactions contemplated by this
         Agreement, the Registration Rights Agreement or the Indenture
         (including, without limitation, the use of the proceeds from the sale
         of the Notes) will violate or result in a violation of Section 7 of
         the Exchange Act, or any rule or regulation promulgated thereunder,
         including, without limitation, Regulations G, T, U and X of the Board
         of Governors of the Federal Reserve System.

                 (gg)     None of the Company or its Subsidiaries is, or upon
         the closing of the offering contemplated by this Agreement will be, an
         "investment company" within the meaning of the Investment Company Act
         of 1940, as amended, nor are any of the foregoing subject to
         regulation under the Interstate Commerce Act or any federal





                                      -10-
<PAGE>   11



         or state statute or regulation limiting its ability to incur
         indebtedness for borrowed money.

                 (hh)     To the best knowledge of the Company, except as
         disclosed in the Final Memorandum, no executive officer or key
         employee of the Company or the Guarantor intends to resign or to
         retire.

                 (ii)     To the best knowledge of the Company, except as
         disclosed in the Final Memorandum, no group of salaried or hourly
         employees of the Company or any Subsidiary is currently participating
         in a work stoppage or is threatening to participate in a work stoppage
         at any of the Company's or any Subsidiary's facilities.

                 (jj)     Except as disclosed in the Final Memorandum, there
         are no contracts, agreements or understandings between the Company or
         the Guarantor and any person providing for a brokerage commission,
         finder's fee or other like payment to such person from the Company or
         the Guarantor in connection with the offering of the Notes.

                 2.       Purchase and Sale.  Subject to the terms and
conditions and in reliance upon the representations and warranties herein set
forth, the Company agrees to sell to each Initial Purchaser, and each Initial
Purchaser agrees, severally and not jointly, to purchase from the Company, at a
purchase price of 97.5% of the principal amount thereof, plus accrued interest,
if any, from October 17, 1996, to the Closing Date, the principal amount of the
Notes set forth opposite such Initial Purchaser's name in Schedule I hereto.

                 3.       Delivery and Payment.  Delivery of and payment for
the Notes shall be made at 12:00 PM, New York City time, on October 17, 1996,
or such later date as the Initial Purchasers designate, which date and time may
be postponed by agreement between the Initial Purchasers and the Company (such
date and time of delivery and payment for the Notes being herein called the
"Closing Date").  Delivery of the Notes shall be made to the Initial Purchasers
against payment by the Initial Purchasers of the purchase price thereof by wire
transfer in federal (same-day) funds, provided that the Company shall reimburse
the Initial Purchasers for the difference between making such payment in
same-day and next-day funds.  Delivery of the Notes shall be made at such
location as the Initial Purchasers shall reasonably designate at least one
business day in advance of the Closing Date and payment for the securities
shall be made at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd
Street, New York, New York.  Certificates for the Notes shall be registered in
such names and in such denominations as the Initial Purchasers may request not
less than one full business day in advance of the Closing Date.

                 The Company agrees to have the Notes available for inspection,
checking and packaging by the Initial Purchasers in New York, New York, not
later than 1:00 PM on the business day prior to the Closing Date.

                 4.       Offering of Notes; Restrictions on Transfer.  A.
Each Initial Purchaser, as to itself and not as to any other Initial Purchaser,
represents and warrants to and agrees with the Company that (i) it has not
solicited and will not solicit any offer to buy or offer to sell the Notes by
means of any form of general solicitation or general advertising (within





                                      -11-
<PAGE>   12

the meaning of Regulation D) or in any manner involving a public offering
within the meaning of Section 4(2) of the Act or, with respect to Notes sold in
reliance on Regulation S, by means of any directed selling efforts, (ii) it has
solicited and will solicit offers to buy the Notes only from, and have offered
and will offer, sell or deliver the Notes only to, (A) persons who it
reasonably believes to be qualified institutional buyers (as defined in Rule
144A under the Act) or, if any such person is buying for one or more
institutional accounts for which such person is acting as fiduciary or agent,
only when such person has represented to it that each such account is a
qualified institutional buyer, to whom notice has been given that such sale or
delivery is being made in reliance on Rule 144A, and, in each case, in
transactions under Rule 144A, (B) persons who it reasonably believes to be
institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D), and who provide to it a letter in the form of Exhibit A
hereto or (C) persons to whom, and under circumstances which, it reasonably
believes offers and sales of Notes may be made without registration of the
Notes under the Act in reliance upon Regulation S thereunder and (iii) it has
offered and will offer to sell the Notes only to, and has solicited and will
solicit offers to buy the Notes only from, persons that in purchasing such
Notes will be deemed to have represented and agreed as provided under "Investor
Representations and Restrictions on Resale" in Exhibit B hereto.

                 (b)      The Initial Purchasers represent and warrant that (i)
they have not offered or sold and will not offer or sell any Securities in the
United Kingdom by means of any document other than to persons whose ordinary
business it is to buy, hold, manage or dispose of investments, whether as
principal or agent, for the purposes of their businesses or otherwise in
circumstances which do not constitute an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations 1995,
(ii) they have complied and will comply with all applicable provisions of the
Financial Services Act 1986 of the United Kingdom with respect to anything done
by them in relation to the Notes in, from or otherwise involving the United
Kingdom and (iii) they have only issued or passed on, and will only issue or
pass on, to any person in the United Kingdom any document received by them in
connection with the issue of the Securities if that person is of the kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1995 or is a person to whom the document may
otherwise lawfully be issued or passed on.

                 5.       Agreements.  Each of the Company and the Guarantor,
jointly and severally, agrees with the Initial Purchasers that:

                 (a)      The Company or the Guarantor will furnish to the
         Initial Purchasers, without charge, as many copies of the Final
         Memorandum and any supplements and amendments thereof or thereto as
         the Initial Purchasers may reasonably request.  The Company or the
         Guarantor will pay the expenses of printing or other production of all
         documents relating to the offering.

                 (b)      The Company and the Guarantor will not amend or
         supplement the Final Memorandum unless the Company has furnished to
         the Initial Purchasers a copy for their review prior to printing and
         distribution and will not make any such amendment or supplement to
         which the Initial Purchasers reasonably and timely object.

                 (c)      If at any time prior to the completion of the sale of
         the Notes by the Initial Purchasers, any event occurs as a result of
         which the Final Memorandum as





                                      -12-
<PAGE>   13



         then amended or supplemented would include any untrue statement of a
         material fact or omit to state any material fact necessary to make the
         statements therein in the light of the circumstances under which they
         were made not misleading, or if it shall be necessary to amend or
         supplement the Final Memorandum to comply with the Exchange Act or the
         rules thereunder or other applicable law, the Company and the
         Guarantor promptly will notify the Initial Purchasers of the same and,
         subject to paragraph (b) of this Section 5, will prepare and provide
         to the Initial Purchasers pursuant to paragraph (a) of this Section 5
         an amendment or supplement which will correct such statement or
         omission or effect such compliance.

                 (d)      The Company and the Guarantor will arrange for the
         qualification of the Notes for sale under the laws of such
         jurisdictions as the Initial Purchasers may reasonably designate, will
         maintain such qualifications in effect so long as reasonably required
         for the sale of the Notes and will arrange for the determination of
         the legality of the Notes for purchase by institutional investors.
         The Company and the Guarantor will promptly advise the Initial
         Purchasers of the receipt by the Company or the Guarantor of any
         notification with respect to the suspension of the qualification of
         the Notes for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose.  The Company or the
         Guarantor will pay the expenses of such qualification and
         determination.

                 (e)      None of the Company, the Guarantor or any affiliate
         (as defined in Rule 501(b) of Regulation D) of the Company or the
         Guarantor will solicit any offer to buy or offer or sell the Notes by
         means of any form of general solicitation or general advertising
         (within the meaning of Regulation D).

                 (f)      None of the Company, the Guarantor, their affiliates
         nor any person acting on behalf of the Company, the Guarantor or their
         affiliates will engage in any directed selling efforts with respect to
         the Notes within the meaning of Regulation S, and the Company, the
         Guarantor, their affiliates and each such person acting on their
         behalf will comply with the offering restrictions requirement of
         Regulation S.

                 (g)      The Company and the Guarantor shall, during any
         period in the three years after the Closing Date in which the Company
         is not subject to Section 13 or 15(d) of the Exchange Act, make
         available, upon request, to any holder of such Notes in connection
         with any sale thereof and any prospective purchaser of Notes from such
         holder the information ("Rule 144A Information") specified in Rule
         144A(d)(4) under the Act.

                 (h)      The Company and the Guarantor will not, and will not
         permit any of their respective affiliates (as defined in Rule 501(b)
         of Regulation D) to, resell any Notes which constitute "restricted
         securities" under Rule 144 that have been reacquired by any of them.

                 (i)      None of the Company, the Guarantor or any affiliate
         (as defined in Rule 501(b) of Regulation D) of the Company of the
         Guarantor will sell, offer for sale or solicit offers to buy or
         otherwise negotiate in respect of any security (as defined in the Act)
         the offering of which security will be integrated with the sale of the
         Notes in a manner which would require the registration of the Notes
         under the Act.





                                      -13-
<PAGE>   14

                 (j)      The Company and the Guarantor shall include
         information substantially in the form set forth in Exhibit B in each
         Final Memorandum.

                 (k)      The Company and the Guarantor shall use their best
         efforts in cooperation with the Initial Purchasers to permit the Notes
         to be eligible for clearance and settlement through The Depository
         Trust Company.

                 (l)      The Company and the Guarantor will not, for a period
         of 180 days following the Execution Time without prior written consent
         of the Initial Purchasers (which consent will not be unreasonably
         withheld), offer, sell or contract to sell, grant any other option to
         purchase or otherwise dispose of, directly or indirectly, or announce
         the offering of, any debt securities issued or guaranteed by the
         Company or the Guarantor, other than with respect to the Exchange
         Notes in the manner contemplated by the Registration Rights Agreement.

                 (m)      The Company and the Guarantor will apply the net
         proceeds from the sale of the Notes sold by the Company in accordance
         with the statements under the caption "Use of Proceeds" in the Final
         Memorandum.

                 6.       Conditions to the Obligations of the Initial
Purchasers.  The obligations of the Initial Purchasers to purchase the Notes
shall be subject to the accuracy of the representations and warranties on the
part of the Company and the Guarantor contained herein as of the Execution Time
and the Closing Date, to the accuracy of the statements of the Company and the
Guarantor made in any certificates pursuant to the provisions hereof, to the
performance by each of the Company and the Guarantor of its obligations
hereunder and to the following additional conditions:

                 (a)      The Initial Purchasers shall have received the
         opinion of Ross & Hardies, counsel for the Company and the Guarantor,
         addressed to the Initial Purchasers and dated the Closing Date, to the
         effect that:

                                  (i)      each of the Company and the
                 Guarantor has been duly incorporated and is validly existing
                 as a corporation in good standing under the laws of the
                 jurisdiction in which it is chartered or organized, with full
                 corporate power and authority to own its properties and
                 conduct its business as described in the Final Memorandum, and
                 is duly qualified to do business as a foreign corporation and
                 is in good standing under the laws of each jurisdiction which
                 requires such qualification, except where the failure so to be
                 qualified would not have a material adverse effect on the
                 business of the Company or the Guarantor in such jurisdiction;

                                 (ii)      all the outstanding shares of
                 capital stock of the Company and the Guarantor have been duly
                 and validly authorized and issued and are fully paid and
                 nonassessable, and all outstanding shares of capital stock of
                 the Company's subsidiaries (except, with respect to
                 subsidiaries other than the Guarantor, any director qualifying
                 shares thereof) are owned by the Company, free and clear of
                 any perfected security interest and, to the best of such
                 counsel's knowledge, after due inquiry, any other security
                 interests, claims, liens or encumbrances except as set forth
                 in the Final Memorandum;





                                      -14-
<PAGE>   15



                                (iii)      the Company's authorized equity
                 capitalization is as set forth in the Final Memorandum; and
                 the Notes, the Exchange Notes, the Indenture and the
                 Registration Rights Agreement conform to the description
                 thereof contained in the Final Memorandum;

                                 (iv)      each of the Company and the
                 Guarantor has full corporate power and authority to enter into
                 this Agreement and perform the transactions contemplated
                 hereby; this Agreement has been duly authorized, executed and
                 delivered by each of the Company and the Guarantor and
                 (assuming the due authorization, execution and delivery
                 thereof by the Initial Purchasers) constitutes a valid and
                 binding obligation of each of the Company and the Guarantor
                 enforceable in accordance with its terms;

                                  (v)      the Company and the Guarantor have
                 full corporate power and authority to enter into the Indenture
                 and perform the transactions contemplated thereby; the
                 Indenture meets the requirements for qualification under the
                 TIA; and the Indenture has been duly authorized by each of the
                 Company and the Guarantor and, when executed and delivered by
                 each of the Company and the Guarantor (assuming the due
                 authorization, execution and delivery thereof by the Trustee)
                 will constitute a valid and binding obligation of each of the
                 Company and the Guarantor enforceable in accordance with its
                 terms;

                                 (vi)      the Notes are in the form
                 contemplated by the Indenture; each of the Company and the
                 Guarantor has full corporate power and authority to execute,
                 deliver and perform each of its obligations under the Notes
                 and the Exchange Notes, including the Guaranty; and the Notes
                 and the Exchange Notes have each been duly and validly
                 authorized by each of the Company and the Guarantor and, when
                 executed by each of the Company and the Guarantor and
                 authenticated by the Trustee in accordance with the provisions
                 of the Indenture and, in the case of the Notes, when delivered
                 to and paid for by the Initial Purchasers in accordance with
                 the terms of this Agreement, will constitute valid and binding
                 obligations of each of the Company and the Guarantor, entitled
                 to the benefits of the Indenture and enforceable in accordance
                 with their terms;

                                (vii)      the Company and the Guarantor have
                 full corporate power and authority to enter into the
                 Registration Rights Agreement and perform the transactions
                 contemplated thereby; the Registration Rights Agreement has
                 been duly authorized by each of the Company and the Guarantor
                 and, when executed and delivered by each of the Company and
                 the Guarantor (assuming the due authorization, execution and
                 delivery thereof by the Initial Purchasers) will constitute a
                 valid and binding obligation of each of the Company and the
                 Guarantor enforceable in accordance with its terms;

                               (viii)      the Company has full corporate power
                 and authority to enter into the Escrow Agreement and perform
                 the transactions contemplated thereby.  The Escrow Agreement
                 has been duly authorized by the Company and when executed and
                 delivered by the Company (assuming the due authorization,
                 execution and delivery thereof by the Trustee and the Escrow
                 Agent)





                                      -15-
<PAGE>   16

                 will constitute a valid and binding obligation of the Company
                 enforceable in accordance with its terms;

                                 (ix)      the statements in the Final
                 Memorandum under the headings "Description of Capital Stock,"
                 "Description of Certain Indebtedness" and "Description of
                 Notes" fairly summarize the matters therein described and, to
                 the best of such counsel's knowledge, the statements in the
                 Final Memorandum under the headings "Risk
                 Factors--Environmental Matters," "Management's Discussion and
                 Analysis of Financial Condition and Results of
                 Operations--Environmental Matters," "Management's Discussion
                 and Analysis of Financial Condition and Results of
                 Operations--Litigation," "Business--Labor," "Business--Legal
                 Proceedings and Regulatory Matters" fairly summarize the
                 matters therein described;

                                  (x)      such counsel has no reason to
                 believe that, as of the Execution Time, the Final Memorandum
                 contained any untrue statement of a material fact or omitted
                 to state any material fact required to be stated therein or
                 necessary to make the statements therein not misleading or
                 that the Final Memorandum contains any untrue statement of a
                 material fact or omits to state a material fact necessary to
                 make the statements therein, in the light of the circumstances
                 under which they were made, not misleading, or that any
                 forward looking statement within the meaning of Section 27A of
                 the Act and Section 21E of the Exchange Act contained in the
                 Final Memorandum has been made or reaffirmed without a
                 reasonable basis or has been disclosed other than in good
                 faith;

                                 (xi)      the issuance and sale of the Notes,
                 the execution, delivery and performance of this Agreement, the
                 Indenture and the Registration Rights Agreement by each of the
                 Company and the Guarantor, and the Escrow Agreement by the
                 Company, and the consummation of the transactions contemplated
                 hereby and thereby (i) will not violate any provisions of the
                 certificate of incorporation, bylaws or other organizational
                 documents of the Company or any of its subsidiaries, and (ii)
                 will not conflict with, result in a material breach or
                 violation of, or constitute, either by itself or upon notice
                 or the passage of time or both, a material default under (A)
                 any Contract or (B) any statute or any authorization,
                 judgment, decree, order, rule or regulation of any court or
                 any regulatory body, administrative agency or other
                 governmental body applicable to the Company or any of its
                 subsidiaries or any of their respective properties;

                                (xii)      no consent, approval, authorization
                 or other order of any court, regulatory body, administrative
                 agency, other governmental body or any third party which has
                 not already been obtained is required for the execution and
                 delivery of this Agreement or the consummation of the
                 transactions contemplated by this Agreement, except for
                 compliance with the Act and state securities or "Blue Sky"
                 laws in connection with the purchase and resale of the Notes
                 by the Initial Purchasers; and neither the Company nor the
                 Guarantor is (i) in violation of its certificate of
                 incorporation or bylaws (or similar organizational document),
                 (ii) in breach or violation of any statute, judgment, decree,
                 order, rule or regulation applicable to either of them





                                      -16-
<PAGE>   17



                 or any of their respective properties or assets, except for
                 any such breach or violation which would not, individually or
                 in the aggregate, have a Material Adverse Effect, or (iii) in
                 breach of or default under (nor has any event occurred which,
                 with notice or passage of time or both, would constitute a
                 default under) or in violation of any of the terms or
                 provisions of any Contract, except for any such breach,
                 default, violation or event which would not, individually or
                 in the aggregate, have a Material Adverse Effect;

                               (xiii)      it is not necessary in connection
                 with the offer, sale and delivery of the Notes in the manner
                 contemplated by this Agreement to register the Notes under the
                 Act or to qualify the Indenture under the TIA;

                                (xiv)      to the best of such counsel's
                 knowledge: (a) except as disclosed in the Final Memorandum,
                 there are no legal or governmental actions, suits or
                 proceedings pending or threatened to which the Company or any
                 of its subsidiaries is or is threatened to be made a party or
                 of which property owned or leased by the Company or any of its
                 subsidiaries is or is threatened to be made the subject, which
                 actions, suits or proceedings could, individually or in the
                 aggregate, prevent or adversely affect the transactions
                 contemplated by this Agreement or have a Material Adverse
                 Effect or which seek to restrain, enjoin, prevent the
                 consummation of or otherwise challenge the issuance or sale of
                 the Notes to be sold hereunder or the consummation of the
                 other transactions described in the Final Memorandum; (b) no
                 labor disturbance by the employees of the Company or any of
                 its subsidiaries exists or is imminent which could have a
                 Material Adverse Effect; (c) neither the Company nor any of
                 its subsidiaries is a party or subject to the provisions of
                 any material injunction, judgment, decree or order of any
                 court, regulatory body, administrative agency or other
                 governmental body; and (d) no governmental agencies are
                 investigating the Company, the Guarantor or any related
                 parties, other than as described in the Final Memorandum or in
                 ordinary course administrative reviews or in any ordinary
                 course review of the transactions contemplated hereby;

                                 (xv)      to the best of such counsel's
                 knowledge, there are no legal or governmental proceedings
                 affecting the Company or any of its subsidiaries or any of
                 their respective properties or assets which would be required
                 to be described in a prospectus pursuant to the Act and the
                 rules and regulations promulgated thereunder that are not
                 described in the Final Memorandum, nor are there any material
                 Contracts or other documents which would be required to be
                 described in a prospectus pursuant to the Act that are not
                 described in the Final Memorandum;

                                (xvi)      none of the Company or its
                 subsidiaries is, or upon the closing of the offering
                 contemplated by this Agreement will be, an "investment
                 company" within the meaning of the Investment Company Act of
                 1940, as amended, nor are any of the foregoing subject to
                 regulation under the Interstate Commerce Act or any federal or
                 state statute or regulation limiting its ability to incur
                 indebtedness for borrowed money;





                                      -17-
<PAGE>   18

                               (xvii)      to the best of such counsel's
                 knowledge, no holders of securities of the Company or the
                 Guarantor have preemptive rights, rights of first refusal
                 triggered by the transactions contemplated hereby or rights to
                 the registration of such securities under the Registration
                 Rights Agreement or pursuant to any of the obligations of the
                 Company or the Guarantor thereunder;

                              (xviii)      to the best of such counsel's
                 knowledge, none of the transactions contemplated by this
                 Agreement, the Registration Rights Agreement or the Indenture
                 (including, without limitation, the use of the proceeds from
                 the sale of the Notes) will violate or result in a violation
                 of Section 7 of the Exchange Act, or any rule or regulation
                 promulgated thereunder, including, without limitation,
                 Regulations G, T, U and X of the Board of Governors of the
                 Federal Reserve System; and

                                (xix)      the Company has received an
                 affirmative response from the Commission that is responsive in
                 all respects to the matters set forth in the Waiver Request,
                 and to the best of such counsel's knowledge, the Commission
                 Response is in full force and effect as of the date of this
                 Agreement and neither the Company nor the Guarantor has taken
                 or failed to take any action (nor is such counsel aware of any
                 other fact) that could result in such Waiver being revoked by
                 the Commission or otherwise becoming ineffective in whole or
                 in part.

         In rendering such opinion, such counsel may rely (A) as to matters
         involving the application of laws of any jurisdiction other than the
         State of New York, the State of Delaware, or the United States, to the
         extent they deem proper and specified in such opinion, upon the
         opinion of other counsel of good standing whom they believe to be
         reliable and who are satisfactory to counsel for the Initial Purchaser
         and (B) as to matters of fact, to the extent they deem proper, on
         certificates of responsible officers of the Company and the Guarantor
         and public officials.  References to the Final Memorandum in this
         paragraph (a) include any amendments or supplements thereof or thereto
         at the Closing Date.

                 (b)      The Initial Purchasers shall have received from
         Wachtell, Lipton, Rosen & Katz, counsel for the Initial Purchasers,
         such opinion or opinions, dated the Closing Date, with respect to the
         issuance and sale of the Notes, the Indenture, the Final Memorandum
         (together with any amendment or supplement thereof or thereto) and
         other related matters as the Initial Purchasers may reasonably
         require, and the Company and the Guarantor shall have furnished to
         such counsel such documents as they request for the purpose of
         enabling them to pass upon such matters.

                 (c)      Each of the Company and the Guarantor shall have
         furnished to the Initial Purchasers its certificate, signed by its
         Chairman of the Board or President and its principal financial or
         accounting officer, dated the Closing Date, to the effect that the
         signers of each such certificate have carefully examined the Final
         Memorandum, any amendment or supplement to the Final Memorandum and
         this Agreement and that:





                                      -18-
<PAGE>   19



                                  (i)      the representations and warranties
                 of the Company or the Guarantor (as the case may be) in this
                 Agreement are true and correct in all material respects on and
                 as of the Closing Date with the same effect as if made on the
                 Closing Date and the Company or the Guarantor (as the case may
                 be) has complied with all the agreements and satisfied all the
                 conditions on its part to be performed or satisfied at or
                 prior to the Closing Date; and

                                 (ii)      since the date of the most recent
                 financial statements included in the Final Memorandum
                 (exclusive of any amendment or supplement thereof or thereto),
                 there has been no event that has had a Material Adverse
                 Effect, whether or not arising from transactions in the
                 ordinary course of business, except as set forth in or
                 contemplated in the Final Memorandum (exclusive of any
                 amendment or supplement thereof or thereto).

                 (d)      At the Execution Time and at the Closing Date, Arthur
         Andersen LLP shall have furnished to the Initial Purchasers a letter
         or letters, dated respectively as of the Execution Time and as of the
         Closing Date, in form and substance satisfactory to the Initial
         Purchasers, confirming that they are independent certified public
         accountants with respect to the Company under Rule 101 of the AICPA's
         Code of Professional Conduct and its interpretations and rulings and
         stating in effect that:

                                  (i)      in their opinion the consolidated
                 financial statements included in the Final Memorandum and
                 audited by them comply in form in all material respects with
                 the applicable accounting requirements of the Act and the
                 Exchange Act and the related published rules and regulations
                 thereunder;

                                 (ii)      on the basis of a reading of the
                 latest unaudited financial statements made available by the
                 Company and its subsidiaries; their limited review in
                 accordance with the standards established by the AICPA of the
                 unaudited interim financial information as indicated in their
                 reports included in the Final Memorandum; carrying out certain
                 specified procedures (but not an examination in accordance
                 with generally accepted auditing standards) which would not
                 necessarily reveal matters of significance with respect to the
                 comments set forth in such letter; a reading of the minutes of
                 the meetings of the stockholders, directors and committees of
                 the Board of Directors of the Company and its subsidiaries;
                 and inquiries of certain officials of the Company and the
                 Guarantor who have responsibility for financial and accounting
                 matters of the Company, the Guarantor and their respective
                 subsidiaries as to transactions and events subsequent to
                 December 31, 1995, nothing came to their attention which
                 caused them to believe that:

                                  (1)  any unaudited financial statements
                          included in the Final Memorandum do not comply in
                          form in all material respects with applicable
                          accounting requirements and with the published rules
                          and regulations of the Commission with respect to
                          financial statements included or incorporated in
                          quarterly reports on Form 10-Q under the Exchange
                          Act; and said unaudited financial statements are not,
                          in all material respects, in conformity with
                          generally accepted accounting





                                      -19-
<PAGE>   20

                          principles applied on a basis substantially
                          consistent with that of the audited financial
                          statements included in the Final Memorandum; or

                                  (2)  with respect to the periods subsequent
                          to June 30, 1996, there were any changes, at a
                          specified date not more than five  business days
                          prior to the date of the letter, in the net Current
                          Assets, Total Long-term Debt and Total Other
                          Long-term Liabilities or capital stock of the Company
                          or decreases in Total Stockholders' Equity of the
                          Company as compared with the amounts shown on the
                          June 30, 1996 consolidated balance sheet included or
                          incorporated in the Final Memorandum, or for the
                          period from July 1, 1996 to such specified dates
                          there were any decreases, as compared with the
                          corresponding period in the preceding year, in Net
                          Sales, Operating Income or Income Before Income Taxes
                          and Extraordinary Item, or in total or per share
                          amounts of Net Income of the Company, except in all
                          instances for changes or decreases set forth in such
                          letter, in which case the letter shall be accompanied
                          by an explanation by the Company as to the
                          significance thereof unless said explanation is not
                          deemed necessary by the Initial Purchasers; or

                                  (3)  except as otherwise expressly indicated
                          therein, the information included under the headings
                          "Selected Consolidated Historical Data" is not in
                          conformity with the disclosure requirements of
                          Regulation S-K; or

                                  (4)  the pro forma adjustments have not been
                          properly applied to the historical amounts in the
                          compilation of the unaudited pro forma condensed
                          combined financial statements; and

                                (iii)      they have performed certain other
                 specified procedures as a result of which they determined that
                 certain information of an accounting, financial or statistical
                 nature (which is limited to accounting, financial or
                 statistical information derived from the general accounting
                 records of the Company and its subsidiaries) set forth in the
                 Final Memorandum, including the information set forth under
                 the captions "Selected Consolidated Historical Data" and
                 "Management's Discussion and Analysis of Financial Condition
                 and Results of Operations" in the Final Memorandum, agree with
                 the accounting records of the Company and its subsidiaries,
                 excluding any questions of legal interpretation.

                 (e)      At the Execution Time and at the Closing Date,
         Befec-Price Waterhouse shall have furnished to the Initial Purchasers
         a letter or letters, dated respectively as of the Execution Time and
         as of the Closing Date, in form and substance satisfactory to the
         Initial Purchasers, confirming that they are independent certified
         public accountants with respect to USC Europe under Rule 101 of the
         AICPA's Code of Professional Conduct and its interpretations and
         rulings and stating in effect that:





                                      -20-
<PAGE>   21



                                  (i)      on the basis of a reading of the
                 latest unaudited financial statements made available by USC
                 Europe; their limited review in accordance with the standards
                 established by the AICPA of the unaudited interim financial
                 information as indicated in their reports included in the
                 Final Memorandum; carrying out certain specified procedures
                 (but not an examination in accordance with generally accepted
                 auditing standards) which would not necessarily reveal matters
                 of significance with respect to the comments set forth in such
                 letter; a reading of the minutes of the meetings of the
                 stockholders, directors and committees of the Board of
                 Directors of Crown Cork & Seal Company, Inc. ("Crown") and its
                 subsidiaries; and inquiries of certain officials of Crown who
                 have responsibility for financial and accounting matters of
                 Crown as to transactions and events subsequent to December 31,
                 1995, nothing came to their attention which caused them to
                 believe that, except as otherwise expressly indicated in the
                 Final Memorandum, any unaudited financial statements included
                 in the Final Memorandum do not comply in form in all material
                 respects with applicable accounting requirements and said
                 unaudited financial statements are not, in all material
                 respects, in conformity with international accounting
                 standards; and

                                 (ii)      they have performed certain other
                 specified procedures as a result of which they determined that
                 certain information of an accounting, financial or statistical
                 nature (which is limited to accounting, financial or
                 statistical information derived from the general accounting
                 records of USC Europe) set forth in the Final Memorandum,
                 including the information set forth under the captions
                 "Management's Discussion and Analysis of Financial Condition
                 and Results of Operations" and "Unaudited Pro Forma Condensed
                 Combined Financial Statements" in the Final Memorandum, agree
                 with the accounting records of USC Europe its subsidiaries,
                 excluding any questions of legal interpretation.

                 (f)      At the Execution Time and at the Closing Date, Plante
         & Moran LLP shall have furnished to the Initial Purchasers a letter or
         letters, dated respectively as of the Execution Time and as of the
         Closing Date, in form and substance satisfactory to the Initial
         Purchasers, confirming that they are independent certified public
         accountants with respect to the CPI Group (as defined below) under
         Rule 101 of the AICPA's Code of Professional Conduct and its
         interpretations and rulings and stating in effect that:

                                  (i)      in their opinion the combined
                 balance sheet of CPI Plastics, Inc., CP Illinois, Inc. and CP
                 Ohio Inc.  (the "CPI Group") as of December 31, 1994 and 1995
                 and the related combined statements of income, stockholders'
                 equity and cash flows for each year in the three-year period
                 ended December 31, 1995 included in the Final Memorandum and
                 audited by them comply in form in all material respects with
                 the applicable accounting requirements of the Act and the
                 Exchange Act and the related published rules and regulations
                 thereunder;





                                      -21-
<PAGE>   22

                                 (ii)      on the basis of a reading of the
                 latest unaudited financial statements made available by the
                 CPI Group; their limited review in accordance with the
                 standards established by the AICPA of the unaudited interim
                 financial information as indicated in their reports included
                 in the Final Memorandum; carrying out certain specified
                 procedures (but not an examination in accordance with
                 generally accepted auditing standards) which would not
                 necessarily reveal matters of significance with respect to the
                 comments set forth in such letter; a reading of the minutes of
                 the meetings of the stockholders, directors and committees of
                 the Board of Directors of the CPI Group; and inquiries of
                 certain officials of the CPI Group who have responsibility for
                 financial and accounting matters of the CPI Group as to
                 transactions and events subsequent to December 31, 1995,
                 nothing came to their attention which caused them to believe
                 that:

                                  (1)      any unaudited financial statements
                          included in the Final Memorandum do not comply in
                          form in all material respects with applicable
                          accounting requirements and with the published rules
                          and regulations of the Commission with respect to
                          financial statements included or incorporated in
                          quarterly reports on Form 10-Q under the Exchange
                          Act; and said unaudited financial statements are not,
                          in all material respects, in conformity with
                          generally accepted accounting principles applied on a
                          basis substantially consistent with that of the
                          audited financial statements included in the Final
                          Memorandum; or

                                  (2)      with respect to the period
                          subsequent to June 30, 1996 and prior to the
                          consummation of the merger of the CPI Group into the
                          Guarantor, there were any changes in the net Current
                          Assets, Long-term Liabilities or capital stock of the
                          CPI Group or decreases in Total Stockholders' Equity
                          of the CPI Group as compared with the amounts shown
                          on the June 30, 1996 combined interim balance sheet
                          included in the Final Memorandum, or for the period
                          from July 1, 1996 to the date of the consummation of
                          such merger there were any decreases, as compared
                          with the corresponding period in the preceding year,
                          in Net Sales, Operating Income or in total or per
                          share amounts of Net Income of the CPI Group, except
                          in all instances for changes or decreases set forth
                          in such letter, in which case the letter shall be
                          accompanied by an explanation by the CPI Group or the
                          Company as to the significance thereof unless said
                          explanation is not deemed necessary by the Initial
                          Purchasers; and

                                (iii)      they have performed certain other
                 specified procedures as a result of which they determined that
                 certain information of an accounting, financial or statistical
                 nature (which is limited to accounting, financial or
                 statistical information derived from the general accounting
                 records of the CPI Group) set forth in the Final Memorandum,
                 including the information set forth under the captions
                 "Management's Discussion and Analysis of Financial Condition
                 and Results of Operations" and "Unaudited Pro Forma Condensed
                 Combined Financial Statements" in the Final Memorandum, agree
                 with the accounting records of the CPI Group, excluding any
                 questions of legal interpretation.





                                      -22-
<PAGE>   23



                 (g)      References to the Final Memorandum in paragraphs (d),
         (e) and (f) of this Section 6 include any amendment or supplement
         thereof or thereto at the date of the letter.

                 (h)      Subsequent to the Execution Time or, if earlier, the
         dates as of which information is given in the Final Memorandum
         (exclusive of any amendment or supplement thereof or thereto), there
         shall not have been (i) any change or decrease specified in the letter
         or letters referred to in paragraph (d) of this Section 6 or (ii) any
         change, or any development involving a prospective change, in or
         affecting the business or properties of the Company and its
         subsidiaries the effect of which, in any case referred to in clause
         (i) or (ii) above, is, in the judgment of the Initial Purchasers, so
         material and adverse as to make it impractical or inadvisable to
         market the Notes as contemplated by the Final Memorandum (exclusive of
         any amendment or supplement thereof or thereto).

                 (i)      Subsequent to the Execution Time, there shall not
         have been any decrease in the rating of any of the Company's debt
         securities by any "nationally recognized statistical rating
         organization" (as defined for purposes of Rule 436(g) under the Act)
         or any notice given of any intended or potential decrease in any such
         rating or of a possible change in any such rating that does not
         indicate the direction of the possible change.

                 (j)      On the Closing Date, the Initial Purchasers shall
         have received the Registration Rights Agreement duly executed and
         delivered by each of the Company and the Guarantor, and such agreement
         shall be in full force and effect according to its terms at all times
         from and after the Closing Date.

                 (k)      Prior to the Closing Date, the Company and the
         Guarantor shall have furnished to the Initial Purchasers such further
         information, certificates and documents as the Initial Purchasers may
         reasonably request.

                 If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Initial Purchasers and counsel for
the Initial Purchasers, this Agreement and all obligations of the Initial
Purchasers hereunder may be canceled at, or at any time prior to, the Closing
Date by the Initial Purchasers.  Notice of such cancellation shall be given to
the Company in writing or telegraph confirmed in writing.

                 The documents required to be delivered by this Section 6 shall
be delivered at the office of Wachtell, Lipton, Rosen & Katz, counsel for the
Initial Purchasers, at 51 West 52nd Street, New York, New York on the Closing
Date.

                 7.       Reimbursement of Initial Purchaser's Expenses.  If
the sale of the Notes provided for herein is not consummated because any
condition to the obligations of the Initial Purchasers set forth in Section 6
hereof is not satisfied, because of any termination pursuant to Section 10(i)
hereof or because of any refusal, inability or failure on the part of the
Company or the Guarantor to perform any agreement herein or comply with any
provision hereof other than by reason of a default by the Initial Purchasers,
the Company and the





                                      -23-
<PAGE>   24

Guarantor will reimburse the Initial Purchasers upon demand for all reasonable
out-of-pocket expenses (including reasonable fees and reasonable disbursements
of counsel) that shall have been incurred by them in connection with the
proposed purchase and sale of the Notes.

                 8.       Indemnification and Contribution.  B.  The Company
and the Guarantor, jointly and severally, agree to indemnify and hold harmless
the Initial Purchasers, the directors, officers, employees and agents of the
Initial Purchasers and each person who controls the Initial Purchasers within
the meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Preliminary Memorandum, the Final Memorandum or
any Rule 144A Information provided by the Company or the Guarantor to any
holder or prospective purchaser of Notes pursuant to Section 5(g), or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agree to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that neither the Company nor the Guarantor will be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement or omission or
alleged omission made in the Preliminary Memorandum or the Final Memorandum, or
in any amendment thereof or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company or the Guarantor
by or on behalf of the Initial Purchasers specifically for inclusion therein.
This indemnity agreement will be in addition to any liability which the Company
or the Guarantor may otherwise have.

                 (b)      The Initial Purchasers agree to indemnify and hold
harmless the Company, the Guarantor, their directors, their officers, and each
person who controls the Company or the Guarantor within the meaning of either
the Act or the Exchange Act, to the same extent as the foregoing indemnity from
the Company and the Guarantor to the Initial Purchasers, but only with
reference to written information relating to the Initial Purchasers furnished
in writing to the Company or the Guarantor by or on behalf of the Initial
Purchasers specifically for inclusion in the Preliminary Memorandum or the
Final Memorandum, or in any amendment thereof or supplement thereto.  This
indemnity agreement will be in addition to any liability which the Initial
Purchasers may otherwise have.  The Company and the Guarantor acknowledge that
the statements set forth in the last paragraph of the cover page and under the
heading "Plan of Distribution" in the Preliminary Memorandum and the Final
Memorandum constitute the only information furnished in writing by or on behalf
of the Initial Purchasers for inclusion in the Preliminary Memorandum or the
Final Memorandum.

                 (c)      Promptly after receipt by an indemnified party under
this Section 8 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the commencement thereof; but the failure to so notify the
indemnifying party (i) will not relieve it from liability under paragraph (a)
or (b) above





                                      -24-
<PAGE>   25



unless and to the extent it did not otherwise learn of such action and such
failure results in the forfeiture by the indemnifying party of substantial
rights and defenses and (ii) will not, in any event, relieve the indemnifying
party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above.  The
indemnifying party shall be entitled to appoint counsel of the indemnifying
party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees
and expenses of any separate counsel retained by the indemnified party or
parties except as set forth below); provided, however, that such counsel shall
be satisfactory to the indemnified party.  Notwithstanding the indemnifying
party's election to appoint counsel to represent the indemnified party in an
action, the indemnified party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest, (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it and/or
other indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not
have employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of
such action or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party.  An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.

                 (d)      In the event that the indemnity provided in paragraph
(a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless
an indemnified party for any reason, the Company, the Guarantor and the Initial
Purchasers agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively "Losses") to
which the Company and the Guarantor, on the one hand, and the Initial
Purchasers, on the other, may be subject in such proportion as is appropriate
to reflect the relative benefits received by the Company and the Guarantor, on
the one hand, and by the Initial Purchasers, on the other, from the offering of
the Notes; provided, however, that in no case shall the Initial Purchasers be
responsible for any amount in excess of the purchase discount or commission
applicable to the Notes purchased by the Initial Purchasers hereunder.  If the
allocation provided by the immediately preceding sentence is unavailable for
any reason, the Company and the Guarantor, on the one hand, and the Initial
Purchasers, on the other, shall contribute in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault of the
Company and the Guarantors, on the one hand, and of the Initial Purchasers, on
the other, in connection with the statements or omissions which resulted in
such Losses as well as any other relevant equitable considerations.  The
aggregate benefits received by the Company and the Guarantor shall be deemed to
be equal to the total net proceeds from the offering (before deducting
expenses), and aggregate benefits received by the Initial Purchasers shall be
deemed to be equal to the total purchase discounts and





                                      -25-
<PAGE>   26



commissions, in each case as set forth on the cover page of the Final
Memorandum.  Relative fault shall be determined by reference to whether any
alleged untrue statement or omission relates to information provided by the
Company or the Guarantor, on the one hand, or the Initial Purchasers, on the
other.  The Company, the Guarantor and the Initial Purchasers agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of the
equitable considerations referred to above.  Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.  For
purposes of this Section 8, each person who controls the Initial Purchasers
within the meaning of either the Act or the Exchange Act and each director,
officer, employee and agent of a Initial Purchaser shall have the same rights
to contribution as such Initial Purchaser, and each person who controls the
Company or the Guarantor within the meaning of either the Act or the Exchange
Act and each officer and director of the Company or the Guarantor shall have
the same rights to contribution as the Company or the Guarantor, respectively,
subject in each case to the applicable terms and conditions of this paragraph
(d).

                 9.       Default by an Initial Purchaser.  If any one or more
Initial Purchasers shall fail to purchase and pay for any of the Notes agreed
to be purchased by such Initial Purchaser hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Initial Purchasers shall be
obligated severally to take up and pay for (in the respective proportions which
the principal amount of Notes set forth opposite their names in Schedule I
hereto bears to the aggregate principal amount of Notes set forth opposite the
names of all the remaining Initial Purchasers) the Notes which the defaulting
Initial Purchaser or Initial Purchasers agreed but failed to purchase;
provided, however, that in the event that the aggregate principal amount of
Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but
failed to purchase shall exceed 10% of the aggregate principal amount of Notes
set forth in Schedule I hereto, the remaining Initial Purchasers shall have the
right to purchase all, but shall not be under any obligation to purchase any,
of the Notes, and if such non-defaulting Initial Purchasers do not purchase all
the Notes, this Agreement will terminate without liability to any
non-defaulting Initial Purchaser or the Company.  In the event of a default by
any Initial Purchaser as set forth in this Section 9, the Closing Date shall be
postponed for such period, not exceeding seven days, as Salomon Brothers Inc
shall determine in order that the required changes in the Final Memorandum or
in any other documents or arrangements may be effected.  Nothing contained in
this Agreement shall relieve any defaulting Initial Purchaser of its liability,
if any, to the Company or any non-defaulting Initial Purchaser for damages
occasioned by its default hereunder.

                 10.      Termination.  This Agreement shall be subject to
termination in the absolute discretion of the Initial Purchasers, by notice
given to the Company prior to delivery of and payment for the Notes, if prior
to such time (i) trading in the Company's Common Stock shall have been
suspended by the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange or the National Association
of Securities Dealers Automated Quotation National Market System shall have
been suspended or limited or minimum prices shall have been established on
either of such Exchange or Market System, (ii) a banking moratorium shall have
been declared either by Federal or New York State authorities or (iii) there
shall have occurred any outbreak or escalation of hostilities, declaration by
the United States of a national emergency or war or





                                      -26-
<PAGE>   27

other calamity or crisis the effect of which on financial markets is such as to
make it, in the judgment of the Initial Purchasers, impracticable or
inadvisable to proceed with the offering or delivery of the Notes as
contemplated by the Final Memorandum (exclusive of any amendment or supplement
thereof or thereto).

                 11.      Representations and Indemnities to Survive.  The
respective agreements, representations, warranties, indemnities and other
statements of the Company, the Guarantor or their officers and of the Initial
Purchasers set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation made by or on behalf of the
Initial Purchasers or the Company, the Guarantor or any of the officers,
directors or controlling persons referred to in Section 8 hereof, and will
survive delivery of and payment for the Notes.  The provisions of Sections 7, 8
and 14 hereof shall survive the termination or cancellation of this Agreement.

                 12.      Notices.  All communications hereunder will be in
writing and effective only on receipt, and, if sent to the Initial Purchasers,
will be mailed or delivered to them c/o Salomon Brothers Inc, Seven World Trade
Center, New York, New York, 10048, and a copy to Wachtell, Lipton, Rosen &
Katz, 51 West 52nd Street, New York, New York 10019, attention: David A. Katz,
Esq.; or, if sent to the Company or the Guarantor, will be mailed or delivered
to it c/o U.S. Can Corporation, 900 Commerce Drive, Oak Brook, Illinois 60521,
attention:  Timothy W. Stonich, and a copy to Ross & Hardies, 150 North
Michigan Avenue, Chicago Illinois 60601, attention: Lawrence R. Samuels, Esq.

                 All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five business
days after being deposited in the mail, first-class postage prepaid, if mailed;
and one business day after being timely delivered to a next-day air courier.

                 13.      Successors.  This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective successors and
the officers and directors and controlling persons, employees and agents
referred to in Section 8 hereof, and no other person will have any right or
obligation hereunder.

                 14.      Applicable Law.  This Agreement will be governed by
and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed wholly therein, without giving effect to
any provisions thereof relating to conflicts of law.

                 15.      Business Day.  For purposes of this Agreement,
"business day" means each Monday, Tuesday, Wednesday, Thursday and Friday that
is not a day on which banking institutions in The City of New York, New York
are authorized or obligated by law, executive order or regulation to close.

                 16.      Counterparts.  This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.





                                      -27-
<PAGE>   28



                 If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Company, the Guarantor and the Initial Purchasers.


                                     Very truly yours,
                                    
                                    
                                     U.S. CAN CORPORATION
                                    
                                    
                                    
                                    
                                     By: /s/  Timothy W. Stonich            
                                        -------------------------------------
                                        Name:  Timothy W. Stonich
                                        Title:  Executive Vice President,
                                                Chief Financial Officer and
                                                Secretary
                                    
                                     UNITED STATES CAN COMPANY
                                    
                                    
                                    
                                    
                                     By: /s/ Timothy W. Stonich
                                        -------------------------------------
                                        Name:  Timothy W. Stonich
                                        Title:  Executive Vice President,
                                                Chief Financial Officer and
                                                Secretary
                                    
                                    
The foregoing Agreement is hereby   
confirmed and accepted as of the
date first above written.

SALOMON BROTHERS INC
CS FIRST BOSTON CORPORATION
BA SECURITIES, INC.

By:  Salomon Brothers Inc




By:  /s/ Paul Lipari                             
   -------------------------------
   Name:  Paul Lipari
   Title:  Associate





                              [Purchase Agreement]