Section

Page       

SECTION 1.01.

Certain Defined Terms

  2

SECTION 1.02.

Other Terms

  7

SECTION 1.03.

Computation of Time Periods

  7

SECTION 2.01.

Sale of Seller Receivables

  8

SECTION 2.02.

Terms of Sales

  9

SECTION 2.03.

General Settlement Procedures

10

SECTION 2.04.

Payments and Computations, Etc

11

SECTION 2.05.

Buyer’s Servicer Fee

12

SECTION 3.01.

Representations and Warranties of Each Seller

12

SECTION 4.01.

Affirmative Covenants of Each Seller

18

SECTION 4.02.

Negative Covenants of such Seller

22

SECTION 5.01.

Designation of Buyer’s Servicer

24

SECTION 5.02.

Rights of the Buyer and the Agent

25

SECTION 5.03.

Responsibilities of the Seller

26

SECTION 5.04.

Further Actions Evidencing Purchases

26

SECTION 6.01.

Indemnities by the Seller

27

SECTION 7.01.

Amendments, Etc.

30

SECTION 7.02.

Notices, Etc.

30

SECTION 7.03.

Binding Effect; Assignability

32

SECTION 7.04.

Costs, Expenses and Taxes

32

SECTION 7.05.

NonBusiness Days

33

SECTION 7.06.

Confidentiality

33

SECTION 7.07.

Governing Law

33

SECTION 7.08.

Consent to Jurisdiction

33

SECTION 7.09.

Execution in Counterparts

34

SECTION 7.10.

Intent of the Parties, etc.

34

SECTION 7.11.

Entire Agreement

35

SECTION 7.12.

Severability of Provisions

35

SECTION 7.13.

Former Canadian Seller Obligations

35

SECTION 7.14.

Waiver of Jury Trial

35

EXHIBIT A

Form of Receivables Activity Report

EXHIBIT B

Form of Reconveyance Agreement

EXHIBIT C

Form of Subordinated Note

SCHEDULE I

Lock-Box Banks and Lock-Box Accounts

SCHEDULE II

Description of Credit and Collection Policy

SCHEDULE III

Forms of Invoices

SCHEDULE IV

Jurisdiction of Organization, Location of Principal Place of Business, Chief Executive Office and Office Where Records are Kept and Organization Identification Number for Each Seller

SCHEDULE V

Changes in Financial Conditions or Operations

SCHEDULE VI

Tradenames or other names for Sellers

SCHEDULE VII

Accounts Receivable Security Arrangements

SCHEDULE VIII

Permitted Crown (Canada) Servicing Activities

“ Agent ” has the meaning specified in Preliminary Statement (5).

“ Agreement ” has the meaning specified in Preliminary Statement (2).

“ Anti-Terrorism Law ” has the meaning specified in Section 3.01(v) .

“ Buyer ” has the meaning specified in the preamble to this Agreement.

“ Buyer’s Servicer ” has the meaning specified in Section 5.01 .

“ Buyer’s Servicer Fee ” has the meaning specified in Section 2.05 .

“ Canadian ” has the meaning specified in Section 5.01 .

“ Canadian Restructuring ” means the transactions evidenced by the Canadian Restructuring Transfer Agreement and the Canadian Restructuring Assignment and Assumption Agreement.

“ Canadian Restructuring Assignment and Assumption Agreement ” means the Assignment and Assumption Agreement dated as of November 1, 2003, by and between the Former Canadian Seller and Crown (Canada) in favor of the Buyer, the Agent and the Purchasers.

“ Canadian Restructuring Effective Date ” means November 1, 2003.

“ Canadian Restructuring Transfer Agreement ” means the Asset Transfer Agreement dated as of November 1, 2003, by and among the Former Canadian Seller, Crown (Canada) and Crown Metal Packaging Canada Inc., pursuant to which the Former Canadian Seller transferred to Crown (Canada) substantially all of the property and assets of the Former Canadian Seller used in the business of manufacturing and distributing metal container and closure products, and Crown (Canada)’s assumption of all obligations of the Former Canadian Seller, in its capacity as a Seller, under the Existing Receivables Contribution and Sale Agreement and the other Transaction Documents (as defined therein).

“ Citibank ” has the meaning specified in Preliminary Statement (5).

“ Collections ” means, with respect to any Seller Receivable, all cash collections and other cash proceeds of such Seller Receivable, including, without limitation, (i) all cash proceeds of the Related Security with respect to such Seller Receivable and (ii) any Collections of such Seller Receivable deemed to have been received, and actually paid, pursuant to Section 2.03.

“ Communications ” has the meaning specified in Section 7.02(b)(i) .

“ Confidential Information ” has the meaning specified in Section 7.06 .

“ Contract ” means an agreement between any Seller and an Obligor, in any written form acceptable to such Seller, or in the case of any open account agreement as evidenced by one of the forms of invoices set forth in Schedule III hereto or otherwise approved by the Agent from time to time (which approval shall not be unreasonably withheld), pursuant to or under which such Obligor shall be obligated to pay for goods or services from time to time.

“ Credit and Collection Policy ” means those credit and collection policies and practices in effect on the date hereof relating to Contracts and Receivables and described in Schedule II hereto, as modified from time to time in compliance with Section 4.02(c) .

“ Crown (Canada) ” has the meaning specified in the preamble to this Agreement.

“ Crown (USA) ” has the meaning specified in the preamble to this Agreement.

“ Embargoed Person ” and “Embargoed Persons ” have the meaning specified in Section 4.02(l) .

“ ERISA Event ” means (a) any “ reportable event ,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Pension Plan (other than an event for which the 30-day notice period is waived by regulation); (b) the existence with respect to any Pension Plan of an “ accumulated funding deficiency ” (as defined in section 412 of the Code or Section 302 of ERISA), whether or not waived, the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the filing pursuant to Section 412(d) of the Code or section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; (d) the incurrence by any Seller or ERISA Affiliate of any liability under Title IV of ERISA with respect to any Pension Plan; (e) the receipt by any Seller or ERISA Affiliate from the PBGC or a plan trustee to administer any Pension Plan, or to take any other action with respect to a Pension Plan that could result in material liability to a Seller or a Subsidiary, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the incurrence by any Seller or ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan; (g) the receipt by a Seller or a ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the making of any amendment to any Pension Plan which could result in the imposition of a lien or the posting of a bond or other security; or (i) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to a Seller or any of its Subsidiaries.

“ Executive Order ” has the meaning specified in Section 3.01(v) .

“ Executive Orders ” has the meaning specified in Section 4.02(l) .

“ Existing Receivables Contribution and Sale Agreement ” has the meaning specified in Preliminary Statement (1).

“ Former Canadian Seller ” has the meaning specified in the preamble to this Agreement.

“ Indemnified Amounts ” has the meaning specified in Section 6.01 .

“ Indemnified Party ” means any or all of the Buyer, the Purchasers and the other Owners under the Receivables Purchase Agreement, the Agent and their respective Affiliates and successors and assigns.

“ Initial Purchase Price ” has the meaning specified in Section 2.02(a) .

“ Material Adverse Effect ” means a material adverse effect on (a) the business, condition (financial or otherwise), operations, contingent liabilities, properties or prospects of any Seller, the Buyer or the Parent, (b) the rights and remedies of the Buyer, the Agent or any other Indemnified Party or (c) the ability of any Seller or the Parent to perform its obligations under this Agreement or any other Transaction Document or the Contracts.

“ Obligor ” means a Person obligated to make payments pursuant to a Contract.

“ Other List ” has the meaning specified in Section 4.02(l) .

“ Other Taxes ” has the meaning specified in Section 7.04(b) .

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

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

“ Purchase Price ” has the meaning specified in Section 2.02(b) .

“ Receivable Assets ” has the meaning specified in Section 2.01(a) .

“ Receivables Activity Report ” means a report prepared by the Buyer’s Servicer, in substantially the form attached hereto as Exhibit A , pursuant to Section 2.03(c) .

“ Receivables Purchase Agreement ” has the meaning specified in Preliminary Statement (5).

“ Reconveyance Agreement ” means the Reconveyance Agreement dated as of the date hereof, in substantially the form attached hereto as Exhibit B , between the Buyer and the Sellers, pursuant to which the Buyer reconveys to such Sellers all Excluded Receivables outstanding as of the date hereof.

“ Related Security ” means with respect to any Receivable:

(i)     all of the applicable Seller’s interest in the goods (including returned goods), if any, relating to the sale which gave rise to such Receivable;

(ii)     all other Liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements signed by an Obligor describing any collateral securing such Receivable;

(iii)     all letter of credit rights, guaranties, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivables whether pursuant to the Contract related to such Receivable or otherwise; and

(iv)     all Records relating to such Receivable.

“ Obligor ” means a Person obligated to make payments pursuant to a Contract.

“ Risdon ” has the meaning specified in the preamble to this Agreement.

“ SDN List ” has the meaning specified in Section 4.02(l) .

“ Seller ” has the meaning specified in the preamble to this Agreement.

“ Seller Receivable ” has the meaning specified in Preliminary Statement (4).

“ Sellers ” has the meaning specified in the preamble to this Agreement.

“ Solvent ” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Subordinated Note ” means a subordinated promissory note, in substantially the form of Exhibit C hereto, executed by the Buyer to the order of any Seller.

“ Subsidiary ” means, with respect to any Person, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person, (ii) any partnership or which more than 50% of the outstanding partnership interests having the power to act as a general partner of such partnership (irrespective of whether at any time any partnership interests other than general partnership interests of such partnership shall or might have voting power upon the occurrence of any contingency) are at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person; or (iii) any other legal entity the accounts of which would or should be consolidated with those of such Person on a consolidated balance sheet of such Person prepared in accordance with GAAP.

“ Termination Date ” means the Termination Date under and as defined in the Receivables Purchase Agreement.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA.

“ Zeller ” has the meaning specified in the preamble to this Agreement.

(a)     references to the neuter or to any gender include both genders and the neuter, references to a “company” shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established;

(b)     references to parties, Clauses, sub-Clauses, paragraphs, sub-paragraphs and Schedules and Exhibits are to Clauses, sub-Clauses and paragraphs and sub-paragraphs of, and the parties and Schedules to, this Agreement, and references to this Agreement include a reference to each of its Schedules and Exhibits;

(c)     a reference to an agreement or other document is a reference to that agreement or document as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms;

(d)     the words “include” and “including” are to be construed without limitation and without prejudice to the generality of any preceding words;

(e)     a reference to a “day” means a period of 24 hours running from midnight to midnight; a reference to a time of day is to New York time;

(f)     headings are for convenience only and shall not affect the interpretation of this Agreement;

(g)     a reference to any statutory provision is to that provision as amended or re-enacted and includes any amendments made to that provision that are in force at that date, any statutory provision of which it is a re-enactment or consolidation and any order, instrument or regulation made or issued under it; and

(h)      a reference to a Person shall include references to his successors, transferees and assigns and any Person deriving title under or through him, whether in security or otherwise, and any Person into which such Person may be merged or consolidated, or any company resulting from any merger or consolidation or any Person succeeding to substantially all of the business of that person.

(i)     in cash paid to such Seller in US Dollars or (in the case of Canadian Dollar Receivables only) Canadian Dollars in same day funds on or before the next occurring Settlement Date; or

(ii)     upon the agreement of such Seller and the Buyer, by means of indebtedness owed by the Buyer to such Seller evidenced by, and payable with interest pursuant to, the Subordinated Note payable to the order of such Seller; or

(iii)     a combination of the above;

(a)     Such Seller (i) is a corporation, partnership or other form of legal entity, validly organized and existing and, to the extent applicable, in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be, indicated at the beginning of this Agreement; (ii) is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except to the extent that any failure to be so qualified or in good standing could reasonably be expected to result in a Material Adverse Effect; (iii) has the requisite organizational power and authority and the legal right to own, sell, assign, transfer or encumber and operate its properties, to lease the property it operates under lease, and to conduct its business, in each case, as now, heretofore and proposed to be conducted; and (iv) subject to specific representations set forth herein regarding ERISA, tax laws and other laws, is in compliance in all material respects with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(b)     The execution, delivery and performance by such Seller of the Transaction Documents to which it is a party and the other documents to be delivered by it thereunder, and the transactions contemplated hereby and thereby, including such Seller’s use of the proceeds of the sales, transfers and assignments of Receivable Assets hereunder, are within such Seller’s corporate or partnership powers, have been duly authorized by all necessary or proper corporate, shareholder or partnership action, do not (i) contravene such Seller’s charter, articles, partnership agreement or by-laws, (ii) violate any applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, or (iii) breach or result in a default under, or result in the acceleration of (or entitle any party to accelerate) the maturity of any obligation of such Seller under, or result in or require the creation of any Lien upon or security interest in any property of such Seller pursuant to the terms of, any Contract or any other agreement or instrument (other than any Transaction Document) binding on or affecting such Seller or any of its properties.

(c)      No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by such Seller of any Transaction Document to which it is a party or any other agreement or document to be delivered thereunder, or for the perfection of or the exercise by any Indemnified Party of its rights and remedies under such Transaction Document or such other agreement or document, except for the filing of the financing statements and other applicable documents referred to in Section 2.01(c) .

(d)      This Agreement has been, and each other Transaction Document to which such Seller is a party when delivered will have been, duly executed and delivered by such Seller. This Agreement is, and the other Transaction Documents to which such Seller is a party when delivered will be, the legal, valid and binding obligations of such Seller enforceable against such Seller in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to general equitable principles.

(e)      There is no pending or, to the best of such Seller’s knowledge, threatened action or proceeding affecting such Seller or any of its properties or assets before any court, governmental agency or arbitrator or other authority, domestic or foreign, which could reasonably be expected to have a Material Adverse Effect or which purports to affect the legality, validity or enforceability of this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby.

(f)      Immediately prior to each sale, transfer, assignment and/or contribution by such Seller of any Receivable Assets hereunder, such Seller is the legal and beneficial owner of such Receivable Assets, free and clear of any Adverse Claim. Upon each sale, transfer, assignment and/or contribution by such Seller of each Receivable Asset hereunder, the Buyer shall have a valid and perfected first priority 100% ownership interest in such Receivable Asset free and clear of any Adverse Claim except as created or permitted by this Agreement and the Receivables Purchase Agreement. No effective financing statement or other instrument similarly in effect covering any Contract or any Receivable Assets is on file in any recording office, except those filed in favor of the Buyer and the Agent relating to this Agreement or in favor of the Agent and relating to the Receivables Purchase Agreement.

(g)      No proceeds of any sale, transfer, assignment and/or contribution by such Seller of any Seller Receivable hereunder will be used to acquire any security in any transaction which is subject to Sections 13 and 14 of the Securities Exchange Act of 1934, as amended.

(h)      Each Receivables Activity Report, Seller Report, Weekly Report and Daily Report (if prepared by such Seller or one of its Affiliates, or to the extent that information contained therein is supplied by such Seller or any Affiliate thereof), information, exhibit, financial statement, or other report or document furnished or to be furnished at any time by or on behalf of such Seller to the Buyer or the Agent or any Owner in connection with this Agreement or the Receivables Purchase Agreement is or will be accurate in all material respects as of its date or as of the date so furnished; provided that to the extent that any such Receivables Activity Report, Seller Report, Weekly Report, Daily Report, notice or other written item of information, exhibit, financial statement, document, book, record or report was based upon or constitutes a forecast or projection, such Seller represents only that it (or such Affiliate) acted in good faith and utilized reasonable assumptions and due care in the preparation of such Receivables Activity Report, Seller Report, Weekly Report, Daily Report, notice or other written item of information, exhibit, financial statement, document, book, record or report. Subject to the proviso above, no such report or document contains, or will contain, as of its date of delivery or the date so furnished, any untrue statement of a material fact or omits to state, or will omit to state, as of its date of delivery or the date so furnished, a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(i)      The jurisdiction of organization and the principal place of business and chief executive office of such Seller, and the office where such Seller keeps its Records concerning the Receivable Assets, are located in the jurisdiction or at the address, as applicable, specified for such Seller in Schedule IV hereto (or, by notice to the Buyer and the Agent in accordance with Section 4.01(e) , at such other locations in jurisdictions, within the United States or in the case of Crown (Canada) and the Former Canadian Seller, Ontario, Canada, where all actions required by Section 5.04(a) have been taken and completed). In addition, Schedule IV lists the organizational identification number, or in the case of Crown (Canada) and the Former Canadian Seller, the relevant Canadian identification number, of such Seller.

(j)      The names and addresses of all the Lock-Box Banks, together with the lock-box numbers related to, and the account numbers of, the Lock-Box Accounts of such Seller at such Lock-Box Banks, are specified in Schedule I hereto (or any other Lock-Box Banks and/or other Lock-Box Accounts have been notified to the Buyer and the Agent in accordance with Section 4.02(d) ). Such Seller has directed all Obligors of Seller Receivables transferred or purported to be transferred by it hereunder to remit all payments with respect to such Seller Receivables for deposit in a Lock-Box or Lock-Box Account; provided , however, that the Former Canadian Seller has directed all such Obligors to remit such payments to a Lock-Box Account subject to the Lock-Box Agreement to which Crown (Canada) is a party.

(k)      Except as set forth on Schedule VI hereto, such Seller has not changed its name during the four-month period prior to the date it became a party to the Existing Receivables Contribution and Sale Agreement, and has no tradenames, fictitious names, assumed names or “doing business as” names.

(l)      The Initial Purchase Price payable to such Seller on the date hereof pursuant to Section 2.02(a) and the Purchase Price payable on each Settlement Date pursuant to Section 2.02(b) for such Seller’s Receivable Assets created after such date, in each case constitutes fair consideration and approximates reasonably equivalent value for such Receivable Assets, and the terms and conditions (including, without limitation, such Initial Purchase Price or Purchase Price, as applicable, therefor) of the sale, transfer and assignment of such Receivable Assets pursuant to Sections 2.01 and 2.02 reasonably approximate an arm’s-length transaction between unaffiliated parties. No such sale, transfer or assignment has been made for or on account of an antecedent debt owed by such Seller to the Buyer and no such sale, transfer or assignment is or may be voidable or subject to avoidance under any section of the U.S. Bankruptcy Code or any other applicable legislation, domestic or foreign.

(m)      Such Seller has filed, or caused to be filed or be included in, all tax