Exhibit D
October 24, 1996
Lazard Freres & Co. LLC
CS First Boston Corporation
Salomon Brothers Inc
c/o Lazard Freres & Co. LLC
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Lazard Capital Markets
CS First Boston Limited
Salomon Brothers International Limited
c/o Lazard Capital Markets
00 Xxxxxxxxxx,
Xxxxxx XX0X 0XX Xxxxxxx
Dear Sirs:
This letter is in reference to (i) the U.S. Underwriting
Agreement (the "U.S. Underwriting Agreement"), to be entered into today among
Crown Cork & Seal Company, Inc. ("Crown"), Compagnie Generale d'Industrie et de
Participations ("CGIP"), Sofiservice ("Sofiservice" and, together with CGIP the
"Selling Stockholders") and Lazard Freres & Co. LLC, CS First Boston Corporation
and Salomon Brothers Inc, as representatives of the several U.S. underwriters to
be named in Schedule I thereto (the "U.S. Underwriters") with respect to up to
8,787,500 shares (the "U.S. Common Shares") of Common Stock, par value $5.00 per
share ("Common Stock"), of Crown, (ii) the International Underwriting Agreement
(the "International Underwriting Agreement"), to be entered into today among
Crown, the Selling Stockholders and Lazard Capital Markets, CS First Boston
Limited and Salomon Brothers International Limited, as representatives of the
several international underwriters to be named in Schedule I thereto (the
"International Underwriters") with respect to up to 1,850,000 shares (the
"International Shares") of Common Stock, and (iii) the Underwriting Agreement
(together with the U.S. Underwriting Agreement and the International
Underwriting Agreement, the "Underwriting Agreements"), to be entered into today
among Crown, the Selling Stockholders and Lazard Freres & Co. LLC, CS First
Boston Corporation and Salomon Brothers Inc (together with the U.S. and
International Underwriters, the "Underwriters") with respect to up to 3,450,000
shares (the "Preferred Shares" and together with the U.S. Shares and the
International Shares, the "Shares") of 4.5% Convertible Preferred Stock, par
value $41.8875 per share, of Crown.
In the event that the indemnification provided under Section 9
of the respective Underwriting Agreements and the contribution provided for
under Section 9(e) of the respective Underwriting Agreements is insufficient or
unavailable to the respective Underwriters thereunder (or any person who
controls an Underwriter within the meaning of Section 15 of the Securities Act
of 1933 or Section 20 of the Securities Exchange Act of 1934) with respect to
any losses, claims, damages or liabilities ("Losses") referred to in Sections
9(a) and 9(b) of the respective Underwriting Agreements of such Underwriters or
such controlling persons (other than any Losses referred to in Section 9(a)(i)
and (ii)(x) of the Underwriting Agreements), the Selling Stockholders shall
contribute to such Underwriters and such controlling persons in respect of such
Losses in such proportion as is appropriate to reflect the relative benefits
received by the Selling Stockholders on the one hand and such Underwriters on
the other from the offering of the Shares or, if such allocation is not
permitted by applicable law, in such proportion as is appropriate to reflect
both such relative benefits as well as the relative fault (as determined
pursuant to the respective Underwriting Agreements) of such Underwriters, on the
one hand, and the Selling Stockholders and Crown, on the other, in connection
with the statements or omissions which resulted in such Losses as well as other
relevant equitable considerations. The relative benefits received by the Selling
Stockholders on the one hand and such Underwriters on the other shall be deemed
to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Selling Stockholders bear to the total
underwriting discounts and commissions received by such Underwriters, in each
case as set forth in the table on the cover page of the prospectuses relating to
the offerings.
Please sign in the space indicated below to indicate your
agreement with the foregoing.
Very truly yours,
COMPAGNIE GENERALE D'INDUSTRIE
ET DE PARTICIPATIONS
By: /s/ Xxxxxx-Xxxxxxx Xxxxxxxxx
Name: Xxxxxx-Xxxxxxx Xxxxxxxxx
Title: Chairman and CEO
SOFISERVICE
By: /s/ Xxxxxx-Xxxxxxx Xxxxxxxxx
Name: Xxxxxx-Xxxxxxx Xxxxxxxxx
Title: Attorney-in-Fact
Accepted as of the date hereof:
Lazard Freres & Co. LLC
CS First Boston Corporation
Salomon Brothers Inc
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
Lazard Capital Markets
CS First Boston Limited
Salomon Brothers International Limited
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
On behalf of each of the Underwriters
