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, 1997Agreement and Plan of Merger • August 18th, 1997 • Wr Grace & Co/De • Unsupported plastics film & sheet • Delaware
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 AMONGCredit 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
AGREEMENT AND RELEASEAgreement and Release • March 23rd, 2001 • Sealed Air Corp/De • Unsupported plastics film & sheet • South Carolina
EXHIBIT 10.1 [CONFORMED COPY] GLOBAL REVOLVING CREDIT AGREEMENT (364-DAY)Credit Agreement • May 11th, 2001 • Sealed Air Corp/De • Unsupported plastics film & sheet • New York
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...Wr Grace & Co/De • February 13th, 1998 • Unsupported plastics film & sheet
DATED AS OF MAY 16, 1997 AMONG364-Day Credit Agreement • August 12th, 1997 • Wr Grace & Co/De • Unsupported plastics film & sheet • New York
ANDAssignment and Assumption Agreement • April 15th, 1998 • Sealed Air Corp/De • Unsupported plastics film & sheet • New York
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.
RECITALSEmployee Benefits Allocation Agreement • August 18th, 1997 • Wr Grace & Co/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.
RECITALS --------Tax Sharing Agreement • April 15th, 1998 • Sealed Air Corp/De • Unsupported plastics film & sheet • Delaware
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,...Wr Grace & Co/De • March 28th, 1997 • Unsupported plastics film & sheet
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
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
FIVE YEAR CREDIT AGREEMENTFive Year Credit 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:
RECITALSEmployee Benefits Allocation Agreement • April 15th, 1998 • Sealed Air Corp/De • Unsupported plastics film & sheet • Delaware
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
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
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.
Sealed Air Corporation 5,000,000 Shares Common Stock ($0.10 par value) Underwriting AgreementSealed Air Corp/De • June 12th, 2014 • Plastic material, synth resin/rubber, cellulos (no glass) • New York
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.
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.
THREE YEAR CREDIT AGREEMENT Dated as of November 19, 2009 Among SEALED AIR CORPORATION as Company SEALED AIR LUXEMBOURG S.C.A. SEALED AIR B.V. and SEALED AIR PACKAGING, SOCIEDAD LIMITADA UNIPERSONAL as Borrowers THE INITIAL LENDERS NAMED HEREIN as...Credit Agreement • November 24th, 2009 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes) • New York
SEALED AIR CORPORATION, a Delaware corporation (the “Company”), SEALED AIR LUXEMBOURG S.C.A., a Luxembourg corporation (“Lux SCA”), SEALED AIR B.V., a Dutch corporation (“SA BV”) and Sealed Air Packaging, Sociedad Limitada Unipersonal, a Spanish corporation (“SA Pkg SL”; the Company, Lux SCA, SA BV and SA Pkg SL are, collectively, the “Initial Borrowers”), the banks and other financial institutions (the “Initial Lenders”) listed on the signature pages hereof, and BNP PARIBAS (“BNPP”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:
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
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.
August 9, 1996Grace Holding Inc • October 10th, 1996 • Unsupported plastics film & sheet
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 24th, 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.
AGREEMENT AND PLAN OF MERGER dated as of May 31, 2011 by and among SEALED AIR CORPORATION, DIVERSEY HOLDINGS, INC., AND SOLUTION ACQUISITION CORP.Agreement and Plan of Merger • June 3rd, 2011 • Sealed Air Corp/De • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 31, 2011 (this “Agreement”), is by and among Sealed Air Corporation, a Delaware corporation (“Soap”), Diversey Holdings, Inc., a Delaware corporation (“Dish”), and Solution Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Soap (“Merger Sub”). Capitalized terms used herein are defined in Article IX.
SEALED AIR CORPORATION SEALED AIR CORPORATION (US) THE SUBSIDIARY GUARANTORS NAMED HEREIN AND TRUIST BANK as Trustee, Registrar and Paying Agent INDENTURE Dated as of November 20, 2023 7.250% Senior Notes due 2031Sealed Air Corp/De • November 21st, 2023 • Plastic material, synth resin/rubber, cellulos (no glass) • New York
INDENTURE dated as of November 20, 2023 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 Truist Bank, as trustee (the “Trustee”), registrar and paying agent.
EXHIBIT 10.1 Second Amendment to Global Revolving Credit Agreement (5-Year) The Second Amendment to Global Revolving Credit Agreement (5-Year) (the "Amendment") dated as of June 2 1999 among Sealed Air Corporation (the "Company"), the Subsidiary...Sealed Air Corp/De • August 13th, 1999 • Unsupported plastics film & sheet • New York
