FORM OFDistribution Agreement • August 18th, 1997 • Wr Grace & Co/De • Unsupported plastics film & sheet • Delaware
BANKERS TRUST COMPANY, Trustee SUPPLEMENTAL INDENTURESupplemental Indenture • October 10th, 1996 • Grace Holding Inc • Unsupported plastics film & sheet • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 14, 1997Merger Agreement • August 18th, 1997 • Wr Grace & Co/De • Unsupported plastics film & sheet • Delaware
AGREEMENT AND RELEASESeverance Agreement • March 23rd, 2001 • Sealed Air Corp/De • Unsupported plastics film & sheet • South Carolina
PAGE ---- Section 1. Certain Definitions ...................... 1 Section 2. Appointment of Rights Agent .............. 3 Section 3. Issue of Right Certificates .............. 3 Section 4. Form of Right Certificates ............... 4 Section 5....Rights Agreement • October 10th, 1996 • Grace Holding Inc • Unsupported plastics film & sheet • Delaware
DATED AS OF MAY 16, 1997 AMONG364-Day Credit Agreement • August 12th, 1997 • Wr Grace & Co/De • Unsupported plastics film & sheet • New York
EXHIBIT 4.4 RESTRICTED STOCK PURCHASE AGREEMENT AGREEMENT dated as of July , 1998 between SEALED AIR CORPORATION, a Delaware corporation (the "Corporation"), and (the "Director"). The Restricted Stock Plan for Non- Employee Directors (the "Plan") of...Restricted Stock Purchase Agreement • July 15th, 1998 • Sealed Air Corp/De • Unsupported plastics film & sheet • Delaware
DATED AS OF MAY 16, 1997 AMONGCredit Agreement • August 12th, 1997 • Wr Grace & Co/De • Unsupported plastics film & sheet • New York
RECITALSTax Sharing Agreement • August 18th, 1997 • Wr Grace & Co/De • Unsupported plastics film & sheet • Delaware
Exhibit 4.2 December 18, 1997 W. R. Grace & Co. One Town Center Road Boca Raton, FL 33486-1010 Attention: Paul McMahon Vice President and Treasurer Gentlemen: ABN AMRO Bank N.V., New York Branch ("ABN AMRO"), Bank of America National Trust and Savings...Credit Facility Agreement • February 13th, 1998 • Wr Grace & Co/De • Unsupported plastics film & sheet
Your participation in the Company's Long-Term Incentive Plan for the 1994-1996, 1995-1997, and 1996-1998 Performance Periods will vest and be paid to you at the same time as other participants. While you will participate for the full 1994-1996 cycle,...Retirement Agreement • March 28th, 1997 • Wr Grace & Co/De • Unsupported plastics film & sheet
Exhibit 2.2 DISTRIBUTION AGREEMENT by and among W. R. GRACE & CO. W. R. GRACE & CO.-CONN.,Distribution Agreement • April 15th, 1998 • Sealed Air Corp/De • Unsupported plastics film & sheet • Delaware
REGISTRATION RIGHTS AGREEMENT between SEALED AIR CORPORATION, as Issuer, and MORGAN STANLEY & CO. INCORPORATED CITIGROUP GLOBAL MARKETS INC.Registration Rights Agreement • August 8th, 2003 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes) • New York
REGISTRATION RIGHTS AGREEMENT dated as of July 1, 2003 between Sealed Air Corporation, a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit Suisse First Boston LLC, Banc of America Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Lehman Brothers Inc. (collectively, the “Initial Purchasers”) pursuant to the Purchase Agreement dated June 26, 2003 (as amended from time to time, the “Purchase Agreement”), between the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
EXHIBIT 4.4 FORM OF 2002 PLAN STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT AGREEMENT dated as of between SEALED AIR CORPORATION, a Delaware corporation (the "Corporation"), and (the "Director"). The Sealed Air Corporation 2002 Stock Plan for...Stock Purchase Agreement • May 24th, 2002 • Sealed Air Corp/De • Unsupported plastics film & sheet • Delaware
SEALED AIR CORPORATION THE SUBSIDIARY GUARANTORS NAMED HEREIN AND as Trustee, Registrar and Paying Agent INDENTURE Dated as of April 19, 2022Indenture • April 22nd, 2022 • Sealed Air Corp/De • Plastic material, synth resin/rubber, cellulos (no glass) • New York
INDENTURE dated as of April 19, 2022 among Sealed Air Corporation, a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined herein) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), registrar and paying agent.
RECITALSEmployee Benefits Allocation Agreement • August 18th, 1997 • Wr Grace & Co/De • Unsupported plastics film & sheet • Delaware
RECITALS --------Tax Sharing Agreement • April 15th, 1998 • Sealed Air Corp/De • Unsupported plastics film & sheet • Delaware
Exhibit 10.8 SECTION 162(M) OFFICER CONTINGENT STOCK PURCHASE AGREEMENT AGREEMENT dated as of between SEALED AIR CORPORATION, a Delaware corporation (the "Corporation"), and (the "Employee"). The Employee is now an officer of the Corporation and has...Contingent Stock Purchase Agreement • March 23rd, 2001 • Sealed Air Corp/De • Unsupported plastics film & sheet • Delaware
SEALED AIR CORPORATION SEALED AIR CORPORATION (US) THE SUBSIDIARY GUARANTORS NAMED HEREIN AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee, Registrar and Paying AgentIndenture • June 28th, 2024 • Sealed Air Corp/De • Plastic material, synth resin/rubber, cellulos (no glass) • New York
INDENTURE dated as of June 28, 2024 among Sealed Air Corporation, a Delaware corporation (the “Company”), Sealed Air Corporation (US), a Delaware corporation (the “Co-Issuer” and together with the Company the “Issuers”), the Subsidiary Guarantors (as defined herein) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), registrar and paying agent.
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...Global Revolving Credit Agreement • May 12th, 2000 • Sealed Air Corp/De • Unsupported plastics film & sheet • New York
December 10, 1996 Mr. Larry Ellberger W. R. Grace & Co. One Town Center Road Boca Raton, FL 33486 Dear Larry: This letter amends the employment agreement, dated May 15, 1995 ("Employment Agreement"), and the restricted stock award agreement, dated...Employment Agreement • March 28th, 1997 • Wr Grace & Co/De • Unsupported plastics film & sheet
RECITALSEmployee Benefits Allocation Agreement • April 15th, 1998 • Sealed Air Corp/De • Unsupported plastics film & sheet • Delaware
August 9, 1996Employment Agreement • October 10th, 1996 • Grace Holding Inc • Unsupported plastics film & sheet
FOURTH AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT Dated as of March 25, 2022 among SEALED AIR CORPORATION and THE OTHER BORROWERS NAMED HEREIN, as Borrowers, THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, THE INITIAL ISSUING BANKS NAMED...Syndicated Facility Agreement • March 31st, 2022 • Sealed Air Corp/De • Plastic material, synth resin/rubber, cellulos (no glass) • New York
This FOURTH AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT, dated as of March 25, 2022 (this “Agreement”), is made by and among SEALED AIR CORPORATION, a Delaware corporation (the “Company”), CRYOVAC, LLC., a Delaware limited liability company (“Cryovac”), SEALED AIR JAPAN G.K. a Japanese limited liability company (godo kaisha) (the “JPY Revolver Borrower”), SEALED AIR LIMITED, a private limited company incorporated in England and Wales with a registered company number 03443946 (DTTPS Number: 13/W/61173/DTTP Country of Residence: United States) (the “Sterling Borrower”), SEALED AIR B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, having its statutory seat in Nijmegen, the Netherlands and registered with the Dutch Commercial Register (Handelsregister) under number 09114711 (the “Euro Revolver Borrower”), SEALED AIR CORPORATION (US), a Delaware corporation (“Sealed Air US”), SEALED AIR FINANCE LUXEMBOURG S.À. R.L., a so
FIVE YEAR CREDIT AGREEMENTCredit Agreement • July 29th, 2005 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes) • New York
SEALED AIR CORPORATION, a Delaware corporation (the “Company”), SEALED AIR CORPORATION (US), a Delaware corporation (“SAC(US)”), CRYOVAC, INC., a Delaware corporation (“Cryovac”), and SEALED AIR LUXEMBOURG S.C.A., a Luxembourg corporation (“Lux SCA”; the Company, SAC(US), Cryovac and Lux SCA are, collectively, the “Initial Borrowers”), the banks and other financial institutions (the “Initial Lenders”) and the initial issuing banks (the “Initial Issuing Banks”) listed on the signature pages hereof, and CITICORP USA, INC. (“CUSA”), as agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:
EXHIBIT 10.1 [CONFORMED COPY] GLOBAL REVOLVING CREDIT AGREEMENT (364-DAY)Global Revolving Credit Agreement • May 11th, 2001 • Sealed Air Corp/De • Unsupported plastics film & sheet • New York
Sealed Air Corporation 15,026,665 Shares Common Stock ($0.10 par value) Underwriting AgreementUnderwriting Agreement • November 19th, 2012 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes) • New York
The entity listed in Schedule II hereto (the “Selling Stockholder”), proposes to sell to Barclays Capital Inc. (the “Underwriter”), 15,026,665 shares of common stock, $0.10 par value (“Common Stock”), of Sealed Air Corporation, a corporation organized under the laws of Delaware (the “Company”) (said shares to be sold by the Selling Stockholder collectively being hereinafter called the “Securities”).
EQUITY INTEREST PURCHASE AGREEMENT dated as of October 30, 2012 by and between Sealed Air Corporation (“SA”) Sealed Air Netherlands Holdings V B.V. (“SABV”) and DC Co., Ltd. (“PURCHASER”)Equity Interest Purchase Agreement • March 1st, 2013 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes)
This EQUITY INTEREST PURCHASE AGREEMENT dated as of October 30, 2012, is made and entered into by and between DC Co., Ltd., a Japanese corporation (the “Purchaser”), on the one hand, and Sealed Air Corporation, a U.S. corporation (“SA”), and Sealed Air Netherlands Holdings V B.V., a Netherlands corporation (“SABV”) (collectively, the “Sealed Air Parties”), on the other hand (the Sealed Air Parties and the Purchaser collectively being the “Parties”).
RESTRICTED STOCK UNIT AGREEMENT (Stock Leverage Opportunity Award)Restricted Stock Unit Agreement • March 1st, 2013 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes) • Delaware
The Employee is now in the employ of the Corporation or one of its Subsidiaries and was selected by the Organization and Compensation Committee (the “Committee”) of the Board of Directors of the Corporation to be given a leveraged opportunity to receive an award of Restricted Stock or Restricted Stock Units under the 2005 Contingent Stock Plan of Sealed Air Corporation pursuant to the Stock Leverage Opportunity (SLO) provision of the Corporation’s Annual Incentive Plan for the 2011 calendar year. This award of Restricted Stock Units is made based on the portion of the Employee’s annual bonus award for 2011 elected by the Employee to be received as such under the SLO provision of the Annual Incentive Plan, the amount of the Employee’s annual bonus award for 2011 as approved by the Committee, and the 25% premium applicable to such award that was approved by the Committee.
CASH AWARD AGREEMENTCash Award Agreement • August 8th, 2008 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes) • Delaware
The Employee is now in the employ of the Corporation or one of its Subsidiaries and has been selected by the Organization and Compensation Committee (the “Committee”) of the Board of Directors of the Corporation as an employee who is in a position to make a significant contribution to the growth and success of the Corporation. Pursuant to the 2005 Contingent Stock Plan of Sealed Air Corporation, the Corporation desires to provide an incentive to the Employee which will permit him or her to share directly in the growth of the Corporation and to further identify his or her interests with those of the stockholders of the Corporation.
Exhibit 10.3 SEALED AIR CORPORATION COMPENSATION DEFERRAL AGREEMENT FOR CRYOVAC EMPLOYEES THIS COMPENSATION DEFERRAL AGREEMENT (this "Agreement") is entered into as of __________________, by and between SEALED AIR CORPORATION, a Delaware corporation...Compensation Deferral Agreement • November 13th, 2000 • Sealed Air Corp/De • Unsupported plastics film & sheet • New Jersey
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 8th, 2008 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes) • Delaware
The Employee is now in the employ of the Corporation or one of its Subsidiaries and has been selected by the Organization and Compensation Committee (the “Committee”) of the Board of Directors of the Corporation as an employee who is in a position to make a significant contribution to the growth and success of the Corporation. Pursuant to the 2005 Contingent Stock Plan of Sealed Air Corporation, the Corporation desires to provide an incentive to the Employee that will permit him or her to share directly in the growth of the Corporation and to further identify his or her interests with those of the stockholders of the Corporation.
RESTATEMENT AGREEMENTRestatement Agreement • November 19th, 2012 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes) • New York
This RESTATEMENT AGREEMENT, dated as of November 15, 2012 (this “Agreement”), to the Existing Credit Agreement (as defined below), is entered into by and among SEALED AIR CORPORATION, a Delaware corporation (the “Company”), CRYOVAC, INC., a Delaware corporation (the “New Borrower”), DIVERSEY CANADA, INC., an Ontario corporation (the “CDN Borrower”), DIVERSEY G.K., a Japanese limited liability company (godo kaisha) (the “Original JPY Borrower”), SEALED AIR JAPAN HOLDINGS G.K., a Japanese limited liability company (godo kaisha) (the JPY Borrower”), SEALED AIR B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, having its statutory seat in Nijmegen, the Netherlands and registered with the trade register of the Chambers of Commerce in the Netherlands under number 10025224 and DIVERSEY EUROPE B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, having its statutory seat
WAIVER TO GLOBAL REVOLVING CREDIT AGREEMENT (5-YEAR)Waiver to Global Revolving Credit Agreement • January 21st, 2004 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes)
Waiver to Global Revolving Credit Agreement (5-Year) (the "Waiver") dated as of January 22, 2003 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;
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 8th, 2008 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes) • Delaware
The Employee is now in the employ of the Corporation or one of its Subsidiaries and has been selected by the Organization and Compensation Committee (the “Committee”) of the Board of Directors of the Corporation as an employee who is in a position to make a significant contribution to the growth and success of the Corporation. Pursuant to the 2005 Contingent Stock Plan of Sealed Air Corporation, the Corporation desires to provide an incentive to the Employee which will permit him or her to share directly in the growth of the Corporation and to further identify his or her interests with those of the stockholders of the Corporation.
