EXHIBIT 10.1
CONFORMED COPY
AMENDMENT TO GLOBAL REVOLVING CREDIT AGREEMENT (364-DAY)
The Third Amendment to Global Revolving Credit Agreement (364-Day) (the
"Amendment") dated as of March 24, 2000 among Sealed Air Corporation (the
"Company"), the Subsidiary Borrowers party hereto, the Subsidiary Guarantors
party hereto, the Banks party hereto, and ABN AMRO Bank N.V., as Administrative
Agent;
W I T N E S S E T H:
WHEREAS, the Company and the Subsidiary Borrowers, the Guarantors, the
Banks and ABN AMRO Bank N.V., as Administrative Agent, have heretofore executed
and delivered a Global Revolving Credit Agreement (364-Day) dated as of March
30, 1998 (as amended and extended, the "Credit Agreement"); and
WHEREAS, the parties hereto desire to further amend the Credit
Agreement as provided herein;
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that the
Credit Agreement shall be and hereby is amended as follows:
1. Sections 1.01(a)(iv)(I) and 1.01(a)(v)(I) of the Credit Agreement
are each hereby amended by deleting the phrase "aggregate principal amount"
wherever it occurs therein and inserting in its place the phrase "Original
Dollar Amount".
2. Sections 1.01(b) and (c) of the Credit Agreement are hereby amended
in their entirety and as so amended shall read as follows:
(b) Subject to and upon the terms and conditions set
forth herein, ABN AMRO in its individual capacity and TD in
its individual capacity each agrees (severally, not jointly)
to make, at any time and from time to time on or after the
Effective Date and prior to the Swingline Expiry Date, a
Swingline Loan or Swingline Loans, which Swingline Loans (i)
if made by ABN AMRO, shall be made to the Company and
maintained in Dollars as Base Rate Loans or at a fixed rate
(for a period not to exceed 30 days) as quoted by ABN AMRO and
acceptable to the Company (each a "USD Offered Rate Loan")
and, if made by TD, shall be made to Sealed Air (Canada) and
(subject to Section 1.01(c)) maintained in Canadian Dollars as
Base Rate Loans or at a fixed rate (for a period not to exceed
30 days) as quoted by TD and acceptable to the Company (each a
"CAD Offered Rate Loan"), (ii) may be repaid and reborrowed in
accordance with the provisions hereof, (iii) shall not exceed
an Original Dollar Amount which, when
added to the sum of (I) the Original Dollar Amount of all
Revolving Loans (exclusive of Revolving Loans which are repaid
with the proceeds of, and simultaneously with the respective
incurrence of, the Swingline Loans then being incurred) then
outstanding, (II) the aggregate principal amount of all Bid
Loans outstanding at such time (exclusive of Bid Loans which
are repaid with the proceeds of, and simultaneously with the
respective incurrence of, the Swingline Loans then being
incurred), (III) the Original Dollar Amount of all Swingline
Loans then outstanding (exclusive of Swingline Loans which are
repaid with the proceeds of, and simultaneously with the
respective incurrence of, the Swingline Loans then being
incurred) and (IV) the aggregate amount of all Letter of
Credit Outstandings at such time (exclusive of Unpaid Drawings
which are repaid with the proceeds of, and simultaneously with
the incurrence of, the Swingline Loan then being incurred),
equals the Total Revolving Loan Commitment (after giving
effect to any simultaneous reinstatement in the Total
Revolving Loan Commitment on such date pursuant to Section
1.01(d)(i)) at such time and (iv) in the case of ABN AMRO,
shall not exceed when added to the "Swingline Loans"
outstanding under the Other Credit Agreement, the Maximum
Swingline Amount and, in the case of TD, shall not exceed an
Original Dollar Amount of $50,000,000. No Swingline Lender
will make a Swingline Loan after it has received written
notice from the Required Banks stating that a Default exists
and specifically requesting that it not make any Swingline
Loans, provided that the Swingline Lenders may continue making
Swingline Loans at such time thereafter as the Default in
question has been cured or waived in accordance with the
requirements of this Agreement or the Required Banks have
withdrawn the written notice described above in this sentence.
In addition, no Swingline Lender shall be obligated to make
any Swingline Loan at a time when a Bank Default exists unless
such Swingline Lender shall have entered into arrangements
satisfactory to it and the Company to eliminate such Swingline
Lender's risk with respect to the Bank which is the subject of
such Bank Default, including by cash collateralizing such
Bank's Percentage of the outstanding Swingline Loans.
(c) On any Business Day, either Swingline Lender may, in
its sole discretion, give written notice to the Banks that its
outstanding Swingline Loans (the outstanding principal amount
of which (after conversion to Dollars, in the case of TD, as
contemplated below) shall be specified in such notice) shall
be funded with a Borrowing of Revolving Loans (provided that
in the case of Swingline Loans made by ABN AMRO such notice
shall
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be deemed to have been automatically given upon the occurrence
of a Default under Section 9.05 or upon the exercise of any of
the remedies provided in the last paragraph of Section 9), in
which case a Borrowing of Revolving Loans constituting Base
Rate Loans (each such Borrowing, a "Mandatory Borrowing")
shall be made, in the case of Swingline Loans made by ABN
AMRO, on the immediately succeeding Business Day and, in the
case of Swingline Loans made by TD, on the second succeeding
Business Day, in each case by all Banks (without giving effect
to any reductions of the Commitments pursuant to the last
paragraph of Section 9) pro rata based on each such Bank's
Percentage (subject to the availability of Revolving Loans as
provided in Section 1.01(a)(iv)), and the proceeds thereof
shall be applied directly to the applicable Swingline Lender
to repay such Swingline Lender for such outstanding Swingline
Loans. TD shall, immediately prior to giving a notice of a
Mandatory Borrowing as provided in the immediately preceding
sentence, convert its outstanding Swingline Loans from
Canadian Dollars to Dollars effective as of the date of the
Mandatory Borrowing using the U.S. Dollar Equivalent. From and
after the date of the Mandatory Borrowing all Swingline Loans
made by TD for which a notice of Mandatory Borrowing has been
delivered shall be denominated in Dollars and shall be Base
Rate Loans. Each Bank hereby irrevocably agrees to make
Revolving Loans upon the notice provided in this Section
1.01(c) pursuant to each Mandatory Borrowing in the amount and
in the manner specified in the first sentence of this Section
1.01(c) and on the date specified in writing by a Swingline
Lender notwithstanding (i) the amount of the Mandatory
Borrowing may not comply with the minimum amount for
Borrowings otherwise required hereunder, (ii) any condition
specified in Section 5 may not then be satisfied, (iii) the
existence of any Default, (iv) the date of such Mandatory
Borrowing and (v) the amount of the Total Revolving Loan
Commitment at such time. In the event that any Mandatory
Borrowing cannot for any reason be made on the date otherwise
required above (including, without limitation, as a result of
the commencement of a proceeding under the Bankruptcy Code
with respect to the Company), then each Bank hereby agrees
that it shall forthwith purchase (as of the date the Mandatory
Borrowing would otherwise have occurred and in the amount such
Bank would have advanced under such Mandatory Borrowing, but
adjusted for any payments received from the Company or Sealed
Air (Canada), as applicable, on or after such date and prior
to such purchase from such Swingline Lender (without recourse
or warranty)) such participations in the outstanding Swingline
Loans as shall be necessary to cause the Banks to share in
such Swingline Loans
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ratably based upon their respective Percentages, provided that
(x) all interest payable on the Swingline Loans shall be for
the account of the applicable Swingline Lender until the date
the respective participation is required to be purchased and,
to the extent attributable to the purchased participation,
shall be payable to the participant from and after such date,
(y) at the time any purchase of participations pursuant to
this sentence is actually made, the purchasing Bank shall be
required to pay the applicable Swingline Lender interest on
the principal amount of participation purchased for each day
from and including the day upon which the Mandatory Borrowing
would otherwise have occurred to but excluding the date of
payment for such participation, at the overnight Federal Funds
Rate for the first three days and at the rate otherwise
applicable to Revolving Loans maintained as Base Rate Loans
for each day thereafter and (z) each Bank that so purchases a
participation in a Swingline Loan shall thereafter be entitled
to receive its pro rata share of each payment of principal
received on such Swingline Loan; provided further that no Bank
shall be obligated to acquire a participation in a Swingline
Loan if a Default shall have occurred and be continuing at the
time such Swingline Loan was made and the applicable Swingline
Lender had received written notice from the Required Banks in
accordance with Section 1.01(b) above prior to advancing such
Swingline Loan.
3. Section 1.02(c) of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:
(c) The aggregate principal amount of each Borrowing of
the Swingline Loans shall not be less than an Original Dollar
Amount of $500,000 and, if greater, shall be in an integral
multiple of 50,000 units of the relevant currency.
4. Section 1.03(b) of the Credit Agreement is hereby amended in its
entirety and as so amended shall
read as follows:
(b) Whenever the Company or Sealed Air (Canada) desires
to incur a Swingline Loan hereunder, the Company shall give
the applicable Swingline Lender (and, in instances where the
Swingline Lender is TD, the Administrative Agent as well) no
later than 12:00 Noon (New York time) (i) in the case of
Swingline Loans to be made by ABN AMRO, on the day such
Swingline Loan is to be made and (ii) in the case of Swingline
Loans to be made by TD, on the date at least two (2) Business
Days before the date such Swingline Loan is to be made,
written notice or telephonic notice promptly confirmed in
writing of such Swingline
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Loan to be made hereunder. Each such notice shall be
irrevocable and specify in each case (I) the date of Borrowing
(which shall be a Business Day), (II) the aggregate principal
amount of the Swingline Loan to be made pursuant to such
Borrowing and (III) whether such Swingline Loan shall be made
and maintained as a Base Rate Loan or an Offered Rate Loan. If
the Swingline Loan is being requested from TD, TD shall
calculate the Original Dollar Amount of the requested
Swingline Loan and promptly notify the Administrative Agent of
such amount (in writing or by telephone with prompt written
confirmation). The Administrative Agent shall promptly notify
TD (in writing or by telephone with prompt written
confirmation) if such amount can be borrowed in compliance
with the first sentence of Section 1.03(b).
5. Sections 1.03(c), 1.06(b)(iv), 1.09(d), 1.09(f), 1.12, and
5.02(b)(i) and the definition of "Borrowing" contained in Section 10.01 are each
hereby amended by deleting the reference to "ABN AMRO" wherever it occurs
therein and inserting in its place the phrase "the applicable Swingline Lender".
6. Section 1.05 of the Credit Agreement is hereby amended by (a)
inserting immediately following the phrase "Swingline Loans" appearing in the
third line thereof the following: "denominated in Dollars" and (b) inserting
immediately following the second sentence thereof the following:
TD, unless it determines that any applicable condition in
Section 5 has not been satisfied, will make available to
Sealed Air (Canada) Swingline Loans denominated in Canadian
Dollars at its main office in Toronto (or such other location
in Canada as TD and the Company shall agree) prior to 1:00
p.m. (Toronto time) on the date such Swingline Loan is to be
made.
7. Section 1.09(e) of the Credit Agreement is hereby amended by:
(a) deleting the word "and" at the end of clause (i) thereof;
(b) adding new clause (ii) reading in its entirety as follows:
(ii) in the case of Swingline Loans denominated in Canadian
Dollars, 2% in excess of the rate otherwise applicable to Base
Rate Loans of such type from time to time and
and (c) re-numbering clause (ii) as clause (iii).
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8. In Section 1.14(a) of the Credit Agreement, subclause (i)(y) of the
proviso is hereby amended in its entirety and as so amended shall read as
follows:
(y) the applicable Swingline Lender an amount equal
to such Replaced Bank's Percentage of any Mandatory
Borrowings and to ABN AMRO an amount equal to such
Replaced Bank's Percentage of any Unpaid Drawing
(which at such time remains an Unpaid Drawing) in
either case to the extent any such amount was not
theretofore funded by such Replaced Bank.
9. Section 4.01(a) of the Credit Agreement is hereby amended by
inserting immediately following the phrase "Administrative Agent" appearing in
the fourth line thereof the following: "(and, in the case of a prepayment of
Swingline Loans made by TD, TD)".
10. Section 4.02(a) of the Credit Agreement is hereby amended by
inserting immediately following clause (ii) thereof a new clause (iii) as
follows:
(iii) If on any date the aggregate outstanding U.S. Dollar
Equivalent of the Swingline Loans made by TD exceeds
$50,000,000, TD may by notice to the Company require Sealed
Air (Canada) to repay, and there shall be required to be
repaid by Sealed Air (Canada), on the date specified in such
notice that principal amount of such Swingline Loans in a
principal amount equal to such excess.
11. Section 4.03 of the Credit Agreement is hereby amended by inserting
immediately at the end thereof the following:
All payments under this Agreement in respect of CAD Swingline
Loans shall be made to TD by no later than 12:00 Noon (Toronto
time) on the date when due and shall be made in Canadian
Dollars (or, if such Swingline Loans have been converted to
Dollars pursuant to Section 1.01(c), in Dollars) in
immediately available funds to such office as TD may from time
to time designate in writing to the Company and Sealed Air
(Canada). TD agrees to promptly notify the Administrative
Agent of its receipt of any such payments.
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12. The defined terms "Applicable Margin," "Base Rate," "Business Day,"
"Final Maturity Date," "Offered Rate Loan," "Unutilized Revolving Loan
Commitment," and "U.S. Dollar Equivalent" contained in Section 10.01 of the
Credit Agreement are each hereby amended in their entirety and as so amended
shall read as follows:
"Applicable Margin" shall mean, for any day, the rate per
annum set forth below opposite the Applicable Rating Period
then in effect:
APPLICABLE RATING
PERIOD RATE
Category A Period .475%
Category B Period .650%
Category C Period .750%
Category D Period .800%
Category E Period 1.000%
Category F Period 1.500%
"Base Rate" at any time shall mean (i) for Loans
denominated in Dollars, the higher of (x) the rate which is
1/2 of 1% in excess of the Federal Funds Rate and (y) the
Prime Lending Rate as in effect from time to time and (ii) for
Swingline Loans denominated in Canadian Dollars, the rate of
interest per annum established by TD from time to time as the
reference rate of interest for determination of interest rates
that TD charges to customers of varying degrees of
creditworthiness in Canada for Canadian Dollar loans made by
TD in Canada.
"Business Day" shall mean (i) for all purposes other
than as covered by clauses (ii), (iii) or (iv) below, any day
except Saturday, Sunday and any day which shall be in New York
City a legal holiday or a day on which banking institutions
are authorized or required by law or other government action
to close, (ii) with respect to all notices and determinations
in connection with, and payments of principal and interest on,
Eurocurrency Loans denominated in Dollars or a Eurocurrency,
any day which is a Business Day described in clause (i) above
and which is also a day for trading by and between banks in
the London interbank Eurocurrency market, (iii) with respect
to all notices and determinations in connection with, and
payments of principal and interest on, Local Currency Loans or
Eurocurrency Loans denominated in a Local Currency, any day
which is a Business Day described in clause (i) above and on
which banks and foreign exchange markets are open for business
in the city where disbursements of or payments on such Loan
are to be made and
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(iv) with respect to all notices and determinations in
connection with, and payments of principal and interest on,
Swingline Loans denominated in Canadian Dollars, any day
which is a Business Day described in clause (i) above and
which is a day on which banking institutions are not
authorized or required by law or other government action to
close in Toronto, Canada.
"Final Maturity Date" shall mean March 26, 2001.
"Offered Rate Loan" shall mean any USD Offered Rate
Loan and any CAD Offered Rate Loan.
"Unutilized Revolving Loan Commitment" of any Bank at
any time shall mean the Revolving Loan Commitment of such Bank
at such time less the sum of (i) the Original Dollar Amount of
Revolving Loans made by such Bank and then outstanding and
(ii) such Bank's Percentage of the Original Dollar Amount of
then outstanding Swingline Loans and the Letter of Credit
Outstandings at such time.
"U.S. Dollar Equivalent" means the amount of Dollars
which would be realized by converting another currency into
Dollars in the spot market at the exchange rate (i) in the
case of all Loans denominated in a Eurocurrency or Local
Currency (other than Swingline Loans denominated in Canadian
Dollars), quoted by the Administrative Agent, and (ii) in the
case of Swingline Loans denominated in Canadian Dollars,
quoted by TD, in any case at approximately 11:00 a.m. (London
time, in the case of clause (i) and Toronto time, in the case
of clause (ii)) two Business Days prior to the date on which a
computation thereof is required to be made, to major banks in
the interbank foreign exchange market for the purchase of
Dollars for such other currency.
13. Section 10.01 of the Credit Agreement is hereby further amended by
(a) deleting the defined term "Total Unutilized Revolving Loan Commitment" and
(b) inserting in proper alphabetical order the following new defined terms:
"CAD Swingline Loan" shall mean any loan or loans
made by TD pursuant to Section 1.01(b).
"CAD Offered Rate Loan" shall have the meaning
provided in Section 1.01(b).
"Canadian Dollars" shall mean freely transferable
lawful money of Canada.
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"Sealed Air (Canada)" shall mean Sealed Air (Canada)
Inc. and its successors.
"Swingline Lender" shall mean ABN AMRO and TD, as
applicable.
"Swingline Loan" shall mean any USD Swingline Loan or
CAD Swingline Loan.
"TD" shall mean The Toronto-Dominion Bank in its
individual capacity.
"USD Offered Rate Loan" shall have the meaning
provided in Section 1.01(b).
"USD Swingline Loan" shall mean any loan or loans
made by ABN AMRO pursuant to Section 1.01(b).
14. Clause (x) of the second proviso to Section 13.12(a) is hereby
amended in its entirety and as so amended shall read as follows:
(x) without the consent of ABN AMRO, amend, modify or
waive any provision of Section 2 or alter its rights or
obligations with respect to Letters of Credit or without the
consent of a Swingline Lender, amend, modify or waive any
provision of Section 1.01(b) or (c) as it relates to such
Swingline Lender or alter its rights or obligations with
respect to Swingline Loans.
15. Exhibit B-4 to the Credit Agreement is hereby amended in its
entirety and as so amended shall be as set forth as Exhibit B-4 to this
Amendment.
16. TD is executing this Amendment solely for the purpose of becoming a
Swingline Lender under the Credit Agreement, as amended hereby, and shall not
have any Commitment or other obligation hereunder except as provided in those
Sections of the Credit Agreement, as amended hereby, specifically referring to
TD or a Swingline Lender, as applicable. Notwithstanding the foregoing, TD shall
be entitled to the benefit of all provisions of the Credit Agreement, including
without limitation, increased costs and indemnities, which run in favor of a
Bank; provided that TD, by its execution hereof, shall be bound by the
provisions of Sections 13.15(a) and 13.18 to the same extent as a Bank.
17. Subject to satisfaction of the conditions precedent contained in
paragraph 18 hereof, Banks that are party to the Credit Agreement immediately
prior to the Effective Time (as defined in paragraph 18) which have not executed
this Amendment (each, a "non-Consenting Bank") shall cease to be a party to the
Credit Agreement from and after the Effective Time. From and after the Effective
Time, each non-Consenting Bank shall relinquish its rights and be released from
its obligations under the Credit Agreement. Notwithstanding the foregoing, the
obligations
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of each Borrower and Guarantor to each non-Consenting Bank contained in the
Credit Agreement which by the terms of the Credit Agreement survive the
termination of the Credit Agreement, including without limitation, Sections
1.11, 1.12, 2.06, 4.04, 13.01 and 13.06, shall survive the occurrence of the
Effective Time, but only as they relate to the period when such non-Consenting
Bank was, or to such non-Consenting Bank's former status as, a Bank under the
Credit Agreement.
Pursuant to Section 13.12(b) of the Credit Agreement the Company has
requested that from and after the Effective Time the Commitments of the Banks
(including the Commitments of the non-Consenting Banks) be reallocated among the
Banks executing this Amendment provided that the aggregate amount of the
Commitments do not exceed an amount equal to (a) the Total Commitment
immediately before the effectiveness of this Amendment less (b) the aggregate
Commitments of the non-Consenting Banks. Accordingly, Schedule 1.01 to the
Credit Agreement is hereby amended in its entirety and as so amended shall be as
set forth as Schedule 1.01 to this Amendment.
18. This Amendment shall become effective as of the opening of business
on March 27, 2000 (the "Effective Time") subject to the conditions precedent
that on or before such date:
(a) the Administrative Agent shall have received
counterparts hereof executed by the parties hereto (or, in the
case of any party as to which an executed counterpart hereof
shall not have been received, receipt by the Administrative
Agent in form satisfactory to it of facsimile or other written
confirmation from such party of execution of a counterpart
hereof by such party);
(b) the Administrative Agent shall have received (i)
a certificate of the Secretary of the Company dated March 24,
2000 certifying that attached thereto is a true and complete
copy of resolutions adopted by the Board of Directors of the
Company, authorizing the execution, delivery and performance
of this Amendment and certifying the names and true signatures
of the officers of the Company authorized to sign this
Amendment and (ii) such supporting documents as the
Administrative Agent may reasonably request;
(c) the Administrative Agent shall have received for
the account of TD a Swingline Note executed by Sealed Air
(Canada); and
(d) all Loans owing to any non-Consenting Bank shall
have been repaid in full, together with all interest, Facility
Fee, and all other fees and expenses that are accrued but
unpaid to March 27, 2000 and payable to each non-Consenting
Bank under the terms of the Credit Agreement (or the
Administrative Agent shall have received assurance
satisfactory to it that arrangements
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for the necessary transfers of funds by the Borrowers have
been made and are in process).
If this Amendment becomes effective, the changes in the Applicable
Margin shall take effect with respect to any Loans or Letters of Credit
outstanding on March 27, 2000 and on each day thereafter, but any payment of
interest or Letter of Credit Fees due on or after March 27, 2000 with respect to
Loans or Letters of Credit outstanding prior thereto shall be computed on the
basis of the Applicable Margin in effect prior to such effectiveness.
19.1. To induce the Administrative Agent, the Banks and TD to enter into
this Amendment, each Borrower and Guarantor represents and warrants to the
Administrative Agent, the Banks and TD that: (a) the representations and
warranties contained in the Credit Documents, as amended by this Amendment
(other than Section 6.05 of the Credit Agreement), are true and correct in all
material respects as of the date hereof with the same effect as though made on
the date hereof (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to
be true and correct in all material respects only as of such specified date);
(b) after giving effect to this Amendment, no Default exists; (c) this Amendment
has been duly authorized by all necessary corporate proceedings and duly
executed and delivered by each Borrower and each Guarantor, and the Credit
Agreement, as amended by this Amendment, and each of the other Credit Documents
are the legal, valid and binding obligations of the applicable Borrower or
Guarantor, enforceable against such Borrower or Guarantor in accordance with
their respective terms, except as enforceability may be limited by bankruptcy,
insolvency or other similar laws of general application affecting the
enforcement of creditors' rights or by general principles of equity; and (d) no
consent, approval, authorization, order, registration or qualification with any
governmental authority is required for, and in the absence of which would
adversely effect, the legal and valid execution and delivery or performance by
any Borrower or any Guarantor of this Amendment or the performance by any
Borrower or any Guarantor of the Credit Agreement, as amended by this Amendment,
or any other Credit Document to which they are party.
19.2. This Amendment may be executed in any number of counterparts and by
the different parties on separate counterparts and each such counterpart shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same Amendment.
19.3. Except as specifically provided above, the Credit Agreement and the
other Credit Documents shall remain in full force and effect and are hereby
ratified and confirmed in all respects. The execution, delivery, and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power, or remedy of the Agent or any Bank
under the Credit Agreement or any of the other Credit Documents, nor constitute
a waiver or modification of any provision of any of the other Credit Documents.
19.4. This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and be governed by the law of
the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
SEALED AIR CORPORATION, as
Borrower and Guarantor
By /s/ Daniel S. Van Riper
----------------------------
Title Senior VP & Chief
Financial Officer
SEALED AIR CORPORATION (US),
as Borrower and Guarantor
By /s/ Daniel S. Van Riper
----------------------------
Title Senior VP & Chief
Financial Officer
CRYOVAC, INC., as Borrower and
Guarantor
By /s/ Daniel S. Van Riper
----------------------------
Title Senior VP & Chief
Financial Officer
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SEALED AIR LIMITED (f/k/a Cryovac UK
Limited), as Borrower
By /s/ H. Katherine White
----------------------------
Title Director
CRYOVAC AG, as Borrower
By /s/ H. Katherine White
----------------------------
Title Director
CRYOVAC S.P.A., as Borrower
By /s/ H. Katherine White
----------------------------
Title Director
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CRYOVAC AUSTRALIA PTY. LIMITED, as
Borrower
By /s/ H. Katherine White
----------------------------
Title Director
SEALED AIR S.A., as Borrower
By /s/ H. Katherine White
----------------------------
Title Director
SEALED AIR PACKAGING
LIMITED (f/k/a Sealed Air
Limited), as Borrower
By /s/ William V. Hickey
----------------------------
Title Director
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CRYOVAC VERPACKUNGEN
GMBH, as Borrower
By /s/ Hans-Otto Bosse
----------------------------
Title Managing Director
SEALED AIR (CANADA) INC., as
Borrower
By /s/ A. Schmidt
----------------------------
Title Treasurer/Director
SEALED AIR HOLDINGS (NEW
ZEALAND) LIMITED (f/k/a Sealed
Air (NZ) Limited), as Borrower
By /s/ H. Katherine White
----------------------------
Title Director
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SEALED AIR (NEW ZEALAND)
LIMITED (f/k/a Cryovac (New
Zealand) Limited, as Borrower
By /s/ H. Katherine White
----------------------------
Title Director
SEALED AIR AUSTRALIA PTY
LIMITED, as Borrower
By /s/ H. Katherine White
----------------------------
Title Director
SEALED AIR B.V., as Borrower
By /s/ Daniel S. Van Riper
----------------------------
Title Director
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SEALED AIR FINANCE II B.V., as
Borrower
By /s/ H. Katherine White
----------------------------
Title Director
SEALED AIR AFRICA (PROPRIETARY) LTD
(f/k/a Cryovac Africa (Pty) Ltd), as
Borrower
By /s/ H. Katherine White
----------------------------
Title Director
SEALED AIR ARGENTINA S.A., as Borrower
By /s/ Wilfred Roberts
----------------------------
Title President
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ABN AMRO BANK N.V., individually
and as Administrative Agent
By /s/ John W. Deegan
----------------------------
Title Group Vice President
By /s/ Pauline McHugh
----------------------------
Title Group Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
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THE TORONTO-DOMINION BANK, as a
Swingline Lender
By /s/ Carol MacLaren
----------------------------
Title Assistant Manager
Credit Compliance Group (CCG)
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
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BANK OF AMERICA, N.A. (f/k/a Bank of
America National Trust and Savings
Association)
By /s/ Eileen C. Higgins
----------------------------
Title Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
20
DEUTSCHE BANK AG NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By /s/ Peter Ludwig Schrickel
-------------------------------
Title Director
By /s/ Stephanie Strohe
-------------------------------
Title Associate
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
21
BANCA NAZIONALE DEL LAVORO S.P.A.
-- NEW YORK BRANCH
By /s/ Giulio Giovine
-------------------------------
Title Vice President
By /s/ Leonardo Valentini
-------------------------------
Title First Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
22
THE BANK OF NEW YORK
By /s/ Ernest Fung
-------------------------------
Title Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
23
THE BANK OF NOVA SCOTIA
By /s/ B.S. Allen
-------------------------------
Title Managing Director
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
24
CITIBANK, N.A.
By /s/ Prakash M. Chonkar
-------------------------------
Title Managing Director
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
25
COMMERZBANK AG NEW YORK AND
GRAND CAYMAN BRANCHES
By /s/ Robert Donohue
-------------------------------
Title Senior Vice President
By /s/ Peter Doyle
-------------------------------
Title Assistant Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
26
CREDIT AGRICOLE INDOSUEZ
By /s/ Craig Welch
-------------------------------
Title First Vice President
By /s/ Sara McClintock
-------------------------------
Title Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
27
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Scott R. Chappelka
-------------------------------
Title Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
28
FIRST UNION NATIONAL BANK
By /s/ Susan A. Gallagher
-------------------------------
Title Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
29
FLEET NATIONAL BANK
By /s/ Janet G. O'Donnell
-------------------------------
Title Managing Director
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
30
HSBC BANK USA
By /s/ Diane M. Zieske
-------------------------------
Title Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
31
SUMMIT BANK
By /s/ Edward M. Tessalone
-------------------------------
Title Senior Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
32
SUNTRUST BANK
By /s/ W. David Wisdom
-------------------------------
Title Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
33
TORONTO DOMINION (TEXAS) INC.
By /s/ Carol Brandt
-------------------------------
Title Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
34
WACHOVIA BANK N.A.
By /s/ M. Eugene Wood, III
----------------------------
Title Senior Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
35
BANCA DI ROMA
By /s/ Steven N. Paley
-------------------------------
Title First Vice President
By /s/ Alessandro Paoli
-------------------------------
Title Assistant Treasurer
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
36
BANCA COMMERCIALE ITALIANA
NEW YORK BRANCH
By /s/ J. Dickerhof
-------------------------------
Title Vice President
By /s/ C. Dougherty
-------------------------------
Title Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
37
BANK ONE, NA
By /s/ Jeffrey S. Lubatkin
-------------------------------
Title Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
38
BANQUE NATIONALE DE PARIS
By /s/ Richard L. Sted
-------------------------------
Title Senior Vice President
By /s/ Richard Pace
-------------------------------
Title Corporate Banking Divisior
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
39
CREDIT INDUSTRIEL ET COMMERCIAL
By /s/ Eric Longuet
-------------------------------
Title Vice President
By /s/ Albert Calo
-------------------------------
Title Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
40
KBC BANK N.V.
By /s/ Robert Snauffer
-------------------------------
Title First Vice President
By /s/ Wei-Chun Wang
-------------------------------
Title Associate
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
41
BANCA MONTE DEI PASCHI DI SIENA S.P.A.
By /s/ Giulio Natalicchi
-------------------------------
Title Senior Vice President &
General Manager
By /s/ Brian R. Landy
-------------------------------
Title Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
42
THE BANK OF TOKYO-MITSUBISHI, LTD.
By /s/ William DiNicola
-------------------------------
Title Attorney-in-Fact
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
43
CARIPLO-CASSA DI RISPARMIO DELLE
PROVINCIE LOMBARDE SPA
By /s/ Maria Elena Greene
-------------------------------
Title Assistant Vice President
By /s/ Anthony F. Giobbi
-------------------------------
Title First Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
44
MELLON BANK, N.A.
By /s/ Maria N. Sisto
-------------------------------
Title Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
45
NORDDEUTSCHE LANDESBANK
GIROZENTRALE
By /s/ Stephanie Finnen
-------------------------------
Title Vice President
By /s/ Josef Haas
-------------------------------
Title Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
46
THE NORTHERN TRUST COMPANY
By /s/ Kelly M. Schneck
---------------------------
Title Officer
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
47
SANPAOLO IMI S.P.A.
By /s/ Luca Sacchi
-------------------------------
Title Vice President
By /s/ Carlo Persico
-------------------------------
Title Deputy General Manager
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
48
UNI CREDITO ITALIANO S.P.A.
By /s/ Christopher J. Eldin
-------------------------------
Title First Vice President
& Deputy Manager
By /s/ Saiyed S. Abbas
-------------------------------
Title Vice President
[SIGNATURE PAGE TO THE
THIRD AMENDMENT]
49
SCHEDULE 1.01
COMMITMENTS
BANK NAME COMMITMENT
ABN AMRO Bank N.V. $18,750,000
Bank of America, N.A. $18,750,000
Deutsche Bank AG New York Branch and/or Cayman Islands Branch $18,750,000
Banca Nazionale del Lavoro S.p.A. -- New York Branch $14,375,000
The Bank of New York $14,375,000
The Bank of Nova Scotia $14,375,000
Citibank, N.A. $14,375,000
Commerzbank AG New York and Grand Cayman Branches $14,375,000
Credit Agricole Indosuez $14,375,000
Credit Lyonnais New York Branch $14,375,000
First Union National Bank $14,375,000
Fleet National Bank $14,375,000
HSBC Bank USA $14,375,000
Summit Bank $14,375,000
SunTrust Bank $14,375,000
The Toronto Dominion (Texas) Inc. $14,375,000
Wachovia Bank N.A. $14,375,000
Banca di Roma $11,250,000
Banca Commerciale Italiana $11,250,000
Bank One, NA $11,250,000
Banque Nationale de Paris $11,250,000
Credit Industriel et Commercial $11,250,000
KBC Bank N.V. $11,250,000
Banca Monte dei Paschi di Siena S.p.A. $6,250,000
The Bank of Tokyo-Mitsubishi, Ltd. $6,250,000
Cariplo-Cassa di Risparmio delle Provincie Lombarde SpA $6,250,000
Mellon Bank, N.A. $6,250,000
Norddeutsche Landesbank Girozentrale $6,250,000
The Northern Trust Company $6,250,000
Sanpaolo Imi S.p.A. $6,250,000
UNI Credito Italiano S.p.A. $6,250,000
EXHIBIT B-4
SWINGLINE NOTE
- --------------- -----------, ---------
---------- --, ----
FOR VALUE RECEIVED, _______________, a corporation organized and
existing under the laws of ___________ (the "Company"), hereby promises to pay
to _______________ or its registered assigns (the "Bank"), in lawful money of
the United States of America in immediately available funds, at the office of
______________________________, on the Final Maturity Date (as defined in the
Agreement referred to below) the unpaid principal amount of all Swingline Loans
(as defined in the Agreement) made by the Bank to the Company pursuant to the
Agreement.
The Company promises also to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until paid at
the rates and at the times provided in Section 1.09 of the Agreement.
This Note is one of the Swingline Notes referred to in the Global
Revolving Credit Agreement (364-Day), dated as of March 30, 1998, among the
Company, Cryovac, Inc., as the initial Subsidiary Borrower, and each additional
Subsidiary Borrower (as defined in the Agreement), the Company and certain
Domestic Subsidiaries, as Guarantors, the lenders party thereto (including the
Bank) and ABN AMRO Bank N.V. as Administrative Agent, (as from time to time in
effect, the "Agreement") and is entitled to the benefits thereof and the other
Credit Documents (as defined in the Agreement). This Note is entitled to the
benefits of the Guaranty (as defined in the Agreement). As provided in the
Agreement, this Note is subject to voluntary prepayment and mandatory repayment,
in whole or in part, prior to the Swingline Expiry Date.
In case an Event of Default (as defined in the Agreement) shall occur
and be continuing, the principal of and accrued interest on this Note may be
declared to be due and payable in the manner and with the effect provided in the
Agreement.
The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.
------------------------
By
Name:
Title: