Exhibit EX 99.7
CROWN CORK & SEAL COMPANY, INC.
Officers' Certificate
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The undersigned, Craig R.L. Calle, the duly qualified and elected Senior
Vice President-Finance and Treasurer of Crown Cork & Seal Company, Inc., a
Pennsylvania corporation (the "Company"), and William T. Gallagher, the duly
qualified and elected Assistant Secretary and Assistant General Counsel of the
Company, pursuant to the authority granted by the Board of Directors of the
Company on December 12, 1996, in accordance with Section 3.01 of the Indenture,
dated as of December 17, 1996, among the Company, as issuer, Crown Cork & Seal
Finance PLC, a public limited company organized under the laws of England and
Wales, Crown Cork & Seal Finance S.A., a societe anonyme organized under the
laws of the Republic of France, and The Bank of New York, as trustee (the
"Indenture"), hereby certify as follows:
1. The title of the Securities to be issued is the 7-1/2% Debentures Due
2096 (the "Debentures").
2. The aggregate principal amount of Debentures which may be
authenticated and delivered under the Indenture is U.S. $150,000,000
(except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, the Debentures
pursuant to Sections 3.04, 3.05, 3.06, 9.06, or 11.07 of the
Indenture).
3. The principal of the Debentures shall be payable on December 15, 2096.
4. The Debentures shall bear interest from December 17, 1996, their date
of issue, at the annual rate of 7-1/2%. Interest shall be payable
semi-annually on December 15 and June 15 of each year, commencing
June 15, 1997, to holders of record on the preceding December 1 or
June 1, as the case may be.
5. The place for payment of principal of and interest on the Debentures
and surrender for exchange of the Debentures shall be as specified in
the Debentures.
6. The Debentures shall be subject to redemption at the option of the
Company prior to maturity pursuant to Section 11.09 of the Indenture,
at a rate equal to the Treasury Rate plus 20 basis points.
7. The Company shall not be obligated to redeem or purchase the
Debentures pursuant to any sinking fund or at the option of the holder
thereof.
8. The Debentures shall be subject to the Events of
Default set forth in Section 5.01 of the Indenture, to the covenants
of the Company set forth in Article X of the Indenture, and to the
provisions of Sections 10.12 and 11.10 of the Indenture.
9. The Notes shall be issued in permanent form to the Depository Trust
Company ("DTC") or its nominee, as Depositary, in the form of one
Global Security (as defined in the Indenture and pursuant to Section
3.11 thereof) in the amount of $150,000,000 and without interest
coupons. Beneficial interests in the Notes will trade in the DTC's
Same-Day Funds Settlement System. Upon the written instructions of the
Company, the Depositary for such Global Securities will surrender the
Global Securities in exchange in whole or in part for Securities in
definitive form.
10. The provisions of Section 4.01 relating to the satisfaction and
discharge of Securities of any series shall apply to the Debentures.
Capitalized terms not otherwise defined herein have the meanings set forth
in the Indenture.
IN WITNESS WHEREOF, I have affixed my signature hereto this 17th day
of December, 1996.
/s/ Craig R. L. Calle
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Craig R.L. Calle
Senior Vice President - Finance
and Treasurer
/s/ William T. Gallagher
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William T. Gallagher
Assistant Secretary and
Assistant General Counsel