XX XXXXXX
X.X. Xxxxxx Compagnie Generale d'Industrie et de Participations
Securities Ltd. 00, xxx Xxxxxxxx
00000 Xxxxx
P.O. Box 161
60 Victoria Embankment
London EC4Y 0JP
Direct: To the attention of Mr. Xxxx-Xxxx Xxxxxxx
Operator: 0000-000-0000
Fax:
10 July, 1998
Dear Sirs,
Compagnie General D'Industrie et de Participation
("CGIP") and Xxxxxx Guaranty Trust Company of New York
("Xxxxxx") have entered into an Equity Swap Transaction
with Xxxxxx dated July 10, 1998 (the "Swap
Transaction") relating to 6,559,577 shares of common
stock (the "Number of Shares") of Crown Cork & Seal
("CCK"). Capitalized terms not defined herein shall
have the meaning provided in the Swap Transaction.
In connection with the Swap Transaction, in the event
CGIP elects an early termination on February 23, 1998
(the "Early Termination Date") as provided for in the
Swap Transaction, Xxxxxx agrees that if requested by
CGIP, Xxxxxx or one of its affiliate will purchase from
CGIP or one of its affiliates on the Early Termination
Date an amount of shares of CCK equal to the Number of
Shares at a price defined so that:
- the proceeds of the sale of these shares by CGIP or one
of its affiliate to an affiliate of Xxxxxx;
- plus the Equity Amount payable by Xxxxxx to the
Counterparty on the Early Termination Date;
- less the Equity Amount payable by the Counterparty to
Xxxxxx on the Early Termination Date;
- is equal to the Equity Notional Amount.
XX XXXXXX
Xxxxxx and CGIP agree that in the event CGIP has
elected to cause Xxxxxx (or one of its affiliate at the
option of Xxxxxx), to purchase such shares of CGIP, the
Swap Transaction shall terminate and the parties shall
have no further obligations thereunder (except with
respect to any payments then due and owing on the Early
Termination pursuant to the Swap Transaction). CGIP
agrees to provide Xxxxxx with three business days prior
notice of its election of its right to cause an
affiliate of Xxxxxx to purchase the shares of CCK as
provided above.
Yours sincerely,
X.X. XXXXXX SECURITIES LTD. AS AGENT FOR
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By:
Name: /s/ XXXXXX XXXXXX
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XXXXXX XXXXXX
VICE PRESIDENT
Title:
