FIRST AMENDMENT TO GLOBAL REVOLVING CREDIT AGREEMENT (364-DAY)
The First Amendment to Global Revolving Credit Agreement (364-Day) (the
"Amendment") dated as of March 16, 1999 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 (which was formerly known as W. R. Grace & Co.)
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 (the "Credit
Agreement"); and
WHEREAS, the parties hereto desire to 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. The first paragraph of Section 1.04(a) of the Credit Agreement,
clauses (i), (ii) and (iii) thereof and Section 1.04(d) of the Credit Agreement
are hereby amended in their entirety and as so amended shall read as follows:
Section 1.04. Bid Loans. (a) Each Bank severally agrees that
the Company may request Bid Borrowings denominated in Dollars
comprised of either Absolute Rate Bid Loans or Eurodollar Rate Bid
Loans under this Section 1.04 to be made from time to time on any
Business Day during the period from the Effective Date until the
date occurring one day prior to the Final Maturity Date, in the
manner set forth below; provided that, following the making of each
Bid Borrowing, the aggregate Original Dollar Amount of all Loans
outstanding hereunder plus the aggregate amount of all Letter of
Credit Outstandings at such time shall not exceed the Total
Commitment in effect at such time. Each Bid Borrowing shall be in
an aggregate amount not less than $5,000,000 or an integral
multiple of $1,000,000 in excess thereof.
(i) The Company may request a Bid Borrowing by delivering
to the Administrative Agent by telecopier or telex, a notice of
a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially
the form of Exhibit A-2 hereto, specifying the date and
aggregate amount of the
proposed Bid Borrowing, whether such Bid Borrowing is to
consist of Absolute Rate Bid Loans or Eurodollar Rate Bid
Loans, the maturity date for repayment of each Bid Loan to be
made as part of such Bid Borrowing (which maturity date may be
the date occurring between one and 180 days after the date of
such Bid Borrowing, in the case of Absolute Rate Bid Loans, and
one, two, three or six months after the date of such Bid
Borrowing, in the case of Eurodollar Rate Bid Loans, and in any
case no later than the Final Maturity Date), the interest
payment date or dates relating thereto (which shall occur at
least every 3 months, in the case of Eurodollar Rate Bid Loans,
and at least every 90 days, in the case of Absolute Rate Bid
Loans), and any other terms to be applicable to such Bid
Borrowing, not later than 9:00 A.M. (New York time) (A) at
least one Business Day prior to the date of the proposed Bid
Borrowing, in the case of an Absolute Rate Bid Loan and (B) at
least five Business Days prior to the date of the proposed Bid
Borrowing, in the case of a Eurodollar Rate Bid Loan. The
Company may request Bid Borrowings for more than one maturity
date in a single Notice of Bid Borrowing. The Administrative
Agent shall in turn promptly notify each Bank of each request
for a Bid Borrowing received by it from the Company by sending
such Bank a copy of the related Notice of Bid Borrowing.
(ii) Each Bank may, if, in its sole discretion, it elects
to do so, irrevocably offer to make one or more Bid Loans to
the Company as part of such proposed Bid Borrowing at, in the
case of Absolute Rate Bid Loans, a rate or rates of interest
(an "Absolute Rate") or, in the case of Eurodollar Rate Bid
Loans, a margin (expressed as a percentage) above or below the
applicable Eurocurrency Rate (a "Bid Rate Margin"), in any case
as specified by such Bank in its sole discretion, by notifying
the Administrative Agent (which shall give prompt notice
thereof to the Company), before 9:00 A.M. (New York time) (A)
on the date of such proposed Bid Borrowing, in the case of an
Absolute Rate Bid Loan and (B) four Business Days before the
date of such proposed Bid Borrowing, in the case of a
Eurodollar Rate Bid Loan, of the minimum amount (which must be
at least $5,000,000) and maximum amount of each Bid Loan that
such Bank would be willing to make as part of such proposed Bid
Borrowing (which amounts may, subject to the proviso to the
first sentence of this Section 1.04, exceed such Bank's
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Commitment), the Absolute Rates or Bid Rate Margins, as the
case may be, therefor and the maturity date relating thereto,
provided that if the Administrative Agent in its capacity as a
Bank shall, in its sole discretion, elect to make any such
offer, it shall notify the Company of such offer before 8:45
A.M. (New York time) on the date on which notice of such
election is to be given to the Administrative Agent by the
other Banks. Subject to Sections 5 and 9, any offer so made
shall not be revocable except with the written consent of the
Administrative Agent given on the instructions of the Company.
(iii) The Company may, in turn, before 10:00 A.M. (New
York time) (A) on the date of such proposed Bid Borrowing, in
the case of an Absolute Rate Bid Loan and (B) three Business
Days before the date of such proposed Bid Borrowing, in the
case of a Eurodollar Rate Bid Loan either
(A) cancel such Bid Borrowing by giving the Administrative
Agent notice to that effect,
(B) irrevocably accept one or more of the offers made by
any Bank or Banks pursuant to paragraph (ii) above, in its sole
discretion, subject only to the provisions of this paragraph
(iii), by giving notice to the Administrative Agent of the
amount of each Bid Loan (which amount shall be equal to or
greater than the minimum amount and equal to or less than the
maximum amount, notified to the Company by the Administrative
Agent on behalf of such Bank for such Bid Loan pursuant to
paragraph (ii) above) to be made by each Bank as part of such
Bid Borrowing, and reject any remaining offers with the same
maturity date made by Banks pursuant to paragraph (ii) above by
giving the Administrative Agent notice to that effect;
provided, however, that (x) the Company shall not accept an
offer made pursuant to paragraph (ii) above, at any Absolute
Rate or Bid Rate Margin, as the case may be, if the Company
shall have, or shall be deemed to have, rejected any other
offer with the same maturity date made pursuant to paragraph
(ii) above, at a lower Absolute Rate or
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Bid Rate Margin, as the case may be, (y) if the Company
declines to accept, or is otherwise restricted by the
provisions of this Agreement from accepting, the maximum
aggregate principal amount of Bid Borrowings offered at the
same Absolute Rate or Bid Rate Margin, as the case may be, with
the same maturity date pursuant to paragraph (ii) above, then
the Company shall accept a pro rata portion of each offer made
at such Absolute Rate or Bid Rate Margin, as the case may be,
with the same maturity date, based as nearly as possible on the
ratio of the aggregate principal amount of such offers to be
accepted by the Company to the maximum aggregate principal
amount of such offers made pursuant to paragraph (ii) above
(rounding up or down to the next higher or lower multiple of
$1,000,000), and (z) no offer made pursuant to paragraph (ii)
above shall be accepted unless the Bid Borrowing in respect of
such offer is in an integral multiple of $1,000,000 and the
aggregate amount of such offers accepted by the Company is
equal to at least $5,000,000, or
(C) reject any or all of such offers either directly by
written or telephonic notice to the Administrative Agent or
indirectly by taking no action prior to the deadline specified
above.
Any offer or offers made pursuant to paragraph (ii) above not
expressly accepted or rejected by the Company in accordance with
this paragraph (iii) shall be deemed to have been rejected by the
Company. Determinations by the Company of the amount of Bid Loans
shall be conclusive in the absence of demonstrable error.
(d) The Company shall pay interest on the unpaid principal
amount of each Bid Loan from the date of such Bid Loan to (but not
including) the date the principal amount of such Bid Loan is repaid
in full, at a rate per annum equal to, in the case of an Absolute
Rate Bid Loan, the Absolute Rate quoted by the Bank making such Bid
Loan and, in the case of a Eurodollar Rate Bid Loan, the sum of the
applicable Eurocurrency Rate determined for such Bid Loan plus (or
minus) the Bid Rate Margin quoted by the Bank making such Bid Loan,
payable in arrears on the interest payment date or dates specified
by the Company for such Bid Loan in the related Notice of Bid
Borrowing delivered pursuant to subsection (a)(i) above.
2. Section 1.12 of the Credit Agreement is hereby amended by:
(a) inserting immediately after the words "Eurocurrency Loans"
appearing in the sixth, ninth, thirteenth, and seventeenth lines
thereof the following ", Eurodollar Rate Bid Loans"; and
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(b) inserting immediately after the word "Borrowing" appearing
in the tenth line thereof the following: " Notice of Bid
Borrowing."
3. Section 3.01(a) of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:
Section 3.01. Fees. (a) The Company agrees to pay to the
Administrative Agent for distribution to each Bank a Facility Fee
(the "Facility Fee") for the period from the Effective Date to but
not including the Final Maturity Date (or such earlier date as the
Total Commitment shall have been terminated) on the daily average
Commitment of such Bank, at a rate of:
(i) 0.075% per annum for each day Category A Period exists,
(ii) 0.100% per annum for each day Category B Period exists,
(iii) 0.125% per annum for each day Category C Period exists,
(iv) 0.200% per annum for each day Category D Period exists,
(v) 0.250% per annum for each day Category E Period exists,
and
(vi) 0.500% per annum for each day Category F Period exists.
Accrued Facility Fee shall be due and payable quarterly in arrears
on the last business Day of each March, June, September and
December of each year, and on the Final Maturity Date (or upon such
earlier date as the Total Commitment is terminated).
4. Section 6 of the Credit Agreement is hereby amended by inserting
immediately following Section 6.18 a new Section 6.19 as follows:
Section 6.19. Year 2000 Compliance. The Company has reviewed
the areas within its consolidated business and operations (and has
initiated a review of suppliers, vendors and customers) that could
be adversely affected by, and has developed and is carrying out a
plan to address on a timely basis, the "Year 2000 Problem" (that
is, the risk that computer applications used by the Company and its
Subsidiaries may be unable to recognize and perform properly
date-sensitive functions involving certain dates on or prior to,
and any date after December 31, 1999). Based on such review and
plan, the Company reasonably believes that the "Year 2000 Problem"
will not have a Material Adverse Effect.
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5. The defined terms "Applicable Margin," "Eurocurrency Rate" and
"Final Maturity Date" 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 .400%
Category B Period .450%
Category C Period .525%
Category D Period .700%
Category E Period 1.000%
Category F Period 1.500%
"Eurocurrency Rate" shall mean the offered quotation to
first-class banks in the London interbank eurocurrency market by ABN
AMRO for deposits of amounts in Dollars or the relevant
Eurocurrency, as appropriate, in immediately available funds
comparable to, in the case of a Borrowing of Revolving Loans, the
principal amount of the Eurocurrency Loan of ABN AMRO for which the
Eurocurrency Rate is being determined or, in the case of a
Eurodollar Rate Bid Loan, the principal amount of the Bid Rate Loan
for which the Eurocurrency Rate is being determined, with maturities
comparable to, in the case of a Borrowing of Revolving Loans, the
Interest Period applicable to such Eurocurrency Loan or, in the case
of a Eurodollar Rate Bid Loan, the maturity date thereof, as of
11:00 A.M. (London time) on the date which is two Business Days
prior to the commencement of such Interest Period or the date of
making such Eurodollar Bid Rate Loan, as the case may be.
"Final Maturity Date" shall mean March 27, 2000.
6. Section 10.01 of the Credit Agreement is hereby further amended by
inserting in proper alphabetical order the following new defined terms:
"Absolute Rates" shall have the meaning provided in Section
1.04(a).
"Absolute Rate Bid Loan" means a Bid Loan in connection with
which the rates of interest offered by the Banks pursuant to
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Section 1.04 shall be Absolute Rates per annum and with a term of 1
to 180 days.
"Bid Rate Margins" shall have the meaning provided in Section
1.04(a).
"Eurodollar Rate Bid Loan" means a Bid Loan in connection with
which Bid Rate Margins and the Eurocurrency Rate shall be the basis
used by the Banks in determining the rates of interest to be
offered by them pursuant to Section 1.04 and with a term of 1, 2, 3
or 6 months.
7. Exhibit A-2 to the Credit Agreement is hereby amended in its
entirety and as so amended shall be as set forth as Exhibit A-2 to this
Amendment.
8. Subject to satisfaction of the conditions precedent contained in
paragraph 9 hereof, Banks that are party to the Credit Agreement immediately
prior to the Effective Time (as defined in paragraph 9) 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 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 $600,000,000. 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.
9. This Amendment shall become effective as of the opening of business
on March 29, 1999 (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, each Domestic
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Subsidiary that is a Borrower and each Guarantor dated no more than
10 Business Days prior to March 29, 1999 certifying that attached
thereto is a true and complete copy of resolutions adopted by the
Board of Directors of such Borrower or Guarantor, as applicable,
authorizing the execution, delivery and performance of this
Amendment and certifying the names and true signatures of the
officers of such Borrower or Guarantor, as applicable, authorized
to sign this Amendment and (ii) such supporting documents as the
Administrative Agent may reasonably request;
(c) the opinion of H. Katherine White, General Counsel to the
Company and certain of the Borrowers and Guarantors in form and
substance satisfactory to the Administrative Agent; 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 29,
1999 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 for the necessary
transfers of funds by the Borrowers have been made and are in
process).
If this Amendment becomes effective, the changes in Applicable Margins
and the Facility Fee shall take effect with respect to any Loans, Letters of
Credit and the amount of the Commitments outstanding on March 29, 1999 and on
each day thereafter, but any payment of interest, Letter of Credit Fees or
Facility Fees due on or after March 29, 1999 with respect to Loans or Letters of
Credit outstanding or the amount of the Commitments on account of any day prior
thereto shall be computed on the basis of the Applicable Margin and Facility Fee
in effect prior to such effectiveness.
10.1. To induce the Administrative Agent and the Banks to enter into this
Amendment, each Borrower and Guarantor represents and warrants to the
Administrative Agent and the Banks 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,
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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.
10.2. 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.
10.3. 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.
10.4. 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.
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/ William V. Hickey
--------------------------------------
Title President
-------------------------------
SEALED AIR CORPORATION (US),
as Borrower and Guarantor
By /s/ William V. Hickey
--------------------------------------
Title President
-------------------------------
CRYOVAC, INC., as Borrower and Guarantor
By /s/ William V. Hickey
--------------------------------------
Title President
-------------------------------
By /s/ H. Katherine White
--------------------------------------
Title Vice President
-------------------------------
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CRYOVAC UK LIMITED, as Borrower
By /s/ Mark T. Becker
--------------------------------------
Title Controller Europe
-------------------------------
CRYOVAC AG, as Borrower
By /s/ Mark T. Becker
--------------------------------------
Title Controller Europe
-------------------------------
CRYOVAC S.P.A., as Borrower
By /s/ Domenico Bertani
--------------------------------------
Title CFO/Managing 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/ S. Froelich
--------------------------------------
Title Managing Director
-------------------------------
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/ Andre Schmidt
--------------------------------------
Title Controller
-------------------------------
SEALED AIR (NZ) LIMITED, as Borrower
By /s/ H. Katherine White
--------------------------------------
Title Director
-------------------------------
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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/ H. Katherine White
--------------------------------------
Title Director
-------------------------------
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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 Vice President
-------------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By /s/ Deborah J. Graziano
--------------------------------------
Title Vice President
-------------------------------
BANKERS TRUST COMPANY
By /s/ Gregory P. Shefrin
--------------------------------------
Title Principal
-------------------------------
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CITIBANK, N.A.
By /s/ William G. Martens
--------------------------------------
Title V.P.
-------------------------------
COMMERZBANK AG, NEW YORK BRANCH
By /s/ Robert Donohue
--------------------------------------
Title Sr. Vice President
-------------------------------
By /s/ David T. Whitworth
--------------------------------------
Title Sr. Vice President
-------------------------------
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Vladimir Labun
--------------------------------------
Title First Vice President - Manager
-------------------------------
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FLEET NATIONAL BANK
By /s/ Christopher W. Criswell
--------------------------------------
Title Senior Vice President
-------------------------------
SUMMIT BANK
By /s/ Wayne Trotman
--------------------------------------
Title Senior Vice President
-------------------------------
TORONTO DOMINION (TEXAS) INC.
By /s/ Mark A. Baird
--------------------------------------
Title Vice President
-------------------------------
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BANCA DI ROMA
By /s/ Steven Paley
--------------------------------------
Title VP
-------------------------------
By /s/ Nicola Dell'Edera
--------------------------------------
Title AT
-------------------------------
THE BANK OF NEW YORK
By /s/ Ernest Fung
--------------------------------------
Title Vice President
-------------------------------
THE BANK OF NOVA SCOTIA
By /s/ Stephen Lockhart
--------------------------------------
Title Vice President
-------------------------------
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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
-------------------------------
COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE
By /s/ Eric Longuet
--------------------------------------
Title Vice President
-------------------------------
By /s/ Albert Calo
--------------------------------------
Title Vice President
-------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Juan J. Duarte
--------------------------------------
Title Vice President
-------------------------------
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FIRST UNION NATIONAL BANK
By Christopher M. Mclaughlin
--------------------------------------
Title Vice President
-------------------------------
MARINE MIDLAND BANK
By /s/ Diane Zieske
--------------------------------------
Title Assistant Vice President
-------------------------------
WACHOVIA BANK N.A.
By /s/ M. Eugene Wood, III
--------------------------------------
Title Senior Vice President
-------------------------------
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THE NORTHERN TRUST COMPANY
By /s/ Marke E. Taylor
--------------------------------------
Title Second Vice President
-------------------------------
THE BANK OF TOKYO-MITSUBISHI, LTD.
By /s/ William DiNicola
--------------------------------------
Title Attorney-in-Fact
-------------------------------
BANQUE NATIONALE DE PARIS
By /s/ Richard L. Sted
--------------------------------------
Title Senior Vice President
-------------------------------
By /s/ Richard Pace
--------------------------------------
Title Vice President
Corporate Banking Division
-------------------------------
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CARIPLO-CASSA DI RISPARMIO DELLE
PROVINCIE LOMBARDE SPA
By /s/ Anthony Giobbi
--------------------------------------
Title F.V.P.
-------------------------------
By /s/ Maria Elena Greene
--------------------------------------
Title A.V.P.
-------------------------------
UNI CREDITO ITALIANO S.P.A.
By /s/ Giansranco Bisagni
--------------------------------------
Title First Vice President
-------------------------------
By /s/ Sayed Abbas
--------------------------------------
Title Asst. Vice President
-------------------------------
KBC BANK N.V.
By /s/ Robert Snauffer
--------------------------------------
Title First Vice President
-------------------------------
By /s/ Robert M. Surdam Jr.
--------------------------------------
Title Vice President
-------------------------------
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MELLON BANK, N.A.
By /s/ Maria Sisto
--------------------------------------
Title Assistant Vice President
-------------------------------
BANCA MONTE DEI PASCHI DI SIENA, S.P.A.
By /s/ G. Natalicchi
--------------------------------------
Title Supervisor & General Manager
-------------------------------
By /s/ Brian R. Landy
--------------------------------------
Title Vice President
-------------------------------
NORDDEUTSCHE LANDESBANK GIROZENTRALE
By Stephen K. Hunter
--------------------------------------
Title SVP
-------------------------------
By /s/ Josef Haas
--------------------------------------
Title VP
-------------------------------
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SUNTRUST BANK, ATLANTA
By /s/ Armen Karozichian
--------------------------------------
Title Vice President
-------------------------------
By
--------------------------------------
Title
-------------------------------
ISTITUTO BANCARIO SAN PAOLO DI
TORINO ISTITUTO MOBILIARE
ITALIANO S.P.A.
By /s/ Luca Sacchi
--------------------------------------
Title Vice President
-------------------------------
By /s/ Alex Guzzo
--------------------------------------
Title Vice President
-------------------------------
CREDIT AGRICOLE INDOSUEZ
By Rene LeBlanc
--------------------------------------
Title Vice President, Sr. Rel. Mgr.
-------------------------------
By /s/ Richard Manix
--------------------------------------
Title First Vice President
-------------------------------
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BANCA COMMERCIALE ITALIANA
NEW YORK BRANCH
By /s/ Charles Dougherty
--------------------------------------
Title
-------------------------------
By /s/ Karen Purelis
--------------------------------------
Title Vice President
-------------------------------
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SCHEDULE 1.01
COMMITMENTS
BANK NAME COMMITMENT
ABN AMRO Bank N.V. 30,000,000.00
Bank of America National Trust and Savings Association 30,000,000.00
Bankers Trust Company 30,000,000.00
Banca Nazionale del Lavoro S.p.A. -- New York Branch 23,000,000.00
Citibank, N.A. 23,000,000.00
Commerzbank AG, New York Branch 23,000,000.00
Credit Agricole Indosuez 23,000,000.00
Credit Lyonnais, New York Branch 23,000,000.00
First Union National Bank 23,000,000.00
Fleet National Bank 23,000,000.00
Marine Midland Bank 23,000,000.00
Summit Bank 23,000,000.00
SunTrust Bank, Atlanta 23,000,000.00
The Bank of New York 23,000,000.00
The Bank of Nova Scotia 23,000,000.00
Toronto Dominion (Texas), Inc. 23,000,000.00
Wachovia Bank N.A. 23,000,000.00
Banca Commerciale Italiana 18,000,000.00
Banca di Roma 18,000,000.00
Banque Nationale de Paris 18,000,000.00
Compagne Financiere de CIC et de L'Union Europeene 18,000,000.00
KBC Bank N.V. 18,000,000.00
The First National Bank of Chicago 18,000,000.00
Banca Monte dei Paschi di Siena, S.p.A. 10,000,000.00
Cariplo-Cassa di Risparmio delle Provincie Lombarde SpA 10,000,000.00
Istituto Bancario San Paolo di Torino Istituto Mobiliare
Italiano SpA 10,000,000.00
Mellon Bank, N.A. 10,000,000.00
Norddeutsche Landesbank Girozentrale 10,000,000.00
The Northern Trust Company 10,000,000.00
The Bank of Tokyo-Mitsubishi, Ltd. 10,000,000.00
UNI Credito Italiano S.p.A. 10,000,000.00
EXHIBIT A-2
NOTICE OF BID BORROWING
[Date]
ABN AMRO Bank N.V., as Administrative Agent
for the Banks party to
the Credit Agreement
referred to below
1325 Avenue of the Americas
New York, New York 10019
Attention: Agency Services
Gentlemen:
The undersigned refers to the Global Revolving Credit Agreement
(364-Day), dated as of March 30, 1998 (as amended, modified or supplemented from
time to time, the "Credit Agreement"; the terms defined therein being used
herein as therein defined), among Sealed Air Corporation, Cryovac, Inc., as the
initial Subsidiary Borrower, and each additional Subsidiary Borrower, the
Company and certain Domestic Subsidiaries, as Guarantors, the lenders from time
to time party thereto (the "Banks"), you, as Administrative Agent for such
Banks, Bankers Trust Company, as Documentation Agent, and Bank of America
National Trust and Savings Association, as Syndication Agent, and hereby gives
you notice, irrevocably, pursuant to Section 1.04(a) of the Credit Agreement,
that the undersigned hereby requests a Borrowing under the Credit Agreement, and
in that connection sets forth below the information relating to such Borrowing
(the "Proposed Borrowing") as required by Section 1.04(a) of the Credit
Agreement:
(i) The date of the Proposed Bid Borrowing1 ______________
(ii) The Proposed Bid Borrowing is to be of ______________
[Absolute Rate Bid Loans, and Banks should
quote an Absolute Rate]
[Eurodollar Rate Bid Loans, and Banks should
quote a Bid Rate Margin (indicating whether
"Plus" or "Minus" the applicable Eurocurrency
Rate)]
(iii) Aggregate Principal Amount of each Proposed
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1 At least one Business Day's prior notice is required for a Proposed
Bid Borrowing of Absolute Rate Bid Loans and at least five Business
Days' prior notice is required for a Proposed Bid Borrowing of
Eurodollar Rate Bid Loans.
Bid Borrowing2 ______________
(iv) Maturity Date for each Proposed Bid
Borrowing3 ______________
(v) Interest Payment Dates for each Proposed Bid
Borrowing ______________
The undersigned hereby certifies that the following statements will be
true on the date of the Proposed Borrowing:
(A) the representations and warranties contained in the
Credit Agreement (other than Section 6.05) and in the other Credit
Documents will be true and correct in all material respects, both
before and after giving effect to the Proposed Borrowing and to the
application of the proceeds thereof, with the same effect as though
such representations and warranties had been made on and as of the date
of such Proposed Borrowing (it being understood 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); and
(B) no Default has occurred and is continuing, or would
result from such Proposed Borrowing or from the application of the
proceeds thereof.
Very truly yours,
SEALED AIR CORPORATION
By
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Name:
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Title:
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2 Not less than $5,000,000 or an integral multiple of $1,000,000 in excess
thereof.
3 Must be 1 to 180 days, in the case of Absolute Rate Bid Loans, and one,
two, three or six months, in the case of Eurodollar Rate Bid Loans, after the
date of such Proposed Bid Borrowing and in any case of no later than the
Final Maturity Date