[Crown Cork & Seal letterhead]
July 9, 1998
Compagnie Generale
d'Industrie et de Participations
▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Dear Mr. Renault:
We refer to Section 3.1 of the Stock Purchase Agreement, dated as of
February 3, 1998, between Crown Cork & Seal Company, Inc. ("Crown") and
Compagnie Generale d'Industrie et de Participations ("CGIP"). At CGIP's request,
solely for purposes of said Section 3.1, Crown hereby consents to the
Disposition by CGIP of CGIP's shares of Crown Common Stock, par value $5.00 per
share (the "Crown Shares"), to ▇▇▇▇▇▇ Guaranty Trust Company of New York or any
of its affiliates ("▇▇▇▇▇▇") in connection with a total return swap (the "Swap")
between CGIP and ▇▇▇▇▇▇, as counterparty, and to any sales of Crown Shares by
▇▇▇▇▇▇ in connection with such Swap (including short sales to hedge ▇▇▇▇▇▇'▇
exposure under such Swap and sales of Crown Shares in the event of the physical
settlement of such Swap), provided that any such sales by ▇▇▇▇▇▇ shall not be
made to any Purchasing Person who or which would immediately thereafter, to the
best knowledge of CGIP, any of its Controlled Affiliates, or ▇▇▇▇▇▇ beneficially
own Voting Securities representing three and one-half percent (3.5%) or more of
the Total Voting Power (the "Total Voting Power Threshold") and provided,
further, that the restrictions contained in this paragraph shall not prohibit
▇▇▇▇▇▇ from transferring Crown Shares obtained in the event of a physical
settlement of such Swap to the extent that such transfer is in settlement of
stock loans in connection with short sales by ▇▇▇▇▇▇.
Our consent is further conditioned on the understanding that CGIP will
retain sole voting power over the Crown Shares which are covered by the Swap
until the termination of such Swap, and if after such termination ▇▇▇▇▇▇
beneficially owns
Voting Securities representing at least the Total Voting Power Threshold, ▇▇▇▇▇▇
shall in an orderly fashion dispose of such number of Voting Securities in the
manner provided above as shall be necessary to reduce ▇▇▇▇▇▇'▇ beneficial
ownership of Voting Securities to an amount less than the Total Voting Power
Threshold.
This consent shall be effective upon the execution of the confirmation
relating to the Swap (the "Swap Agreement")(which shall be executed
substantially simultaneously with this consent), a draft of which confirmation
has been previously provided to Crown, and shall remain in effect until the
termination of the Swap Agreement in accordance with its terms.
Capitalized terms used in these paragraphs and not defined herein shall
have the meanings that were assigned thereto in the Shareholders Agreement
between CGIP and Crown dated February 22, 1996.
Sincerely,
/s/ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
Senior Vice President - Finance
and Treasurer
CRLC/ljj
cc: ▇. ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ Price & ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
