Sealed Air (SEE) 10-Q 2006 Q3 Quarterly report

Exhibit 10.2

NOTICE TO LENDERS

Memorandum
To:	Lenders
From:	Citicorp USA, Inc. as Administrative Agent (the “Agent”)
Date:	July 26, 2006
Re:	Sealed Air Corporation’s $500,000,000 5-Year Revolving Credit Facility

Please be advised that the Required Lenders have approved the request for Extension of Termination Date (as defined in the Credit Agreement dated July 26, 2005). The following lenders have approved the extension:

ABN AMRO

Allied Irish Bank

Banco Bilbao Vizcaya Argentaria

Bank of America

Bank of Tokyo-Mitsubishi

BNP Paribas

Calyon

Citigroup

Credit Suisse First Boston

JP Morgan Chase

Lehman

Merrill Lynch

Mizuho Corporate Bank

Morgan Stanley Bank

Rabobank International

Royal Bank of Scotland

San Paolo

SunTrust Bank

The Company has satisfied all applicable conditions set forth in Section 2.20 of the Credit Agreement effective today, July 26, 2006. The new Termination Date will be July 26, 2011.

Sealed Air Corporation and Citigroup thank you for your continued support.