Exhibit 4.2
AMENDMENT NO. 1 TO THE AMENDED AND
RESTATED CREDIT AGREEMENT
AMENDMENT dated as of August 14, 1997 to the Amended and
Restated Credit Agreement dated as of June 8, 1994 and as
amended and restated as of August 22, 1996 (the "Credit
Agreement") among Sealed Air Corporation (the "Company"), certain
of its Subsidiaries, the banks party thereto (the "Banks"), the
co-agents named therein and BANKERS TRUST COMPANY, as Agent (the
"Agent").
WITNESSETH:
WHEREAS, Section 8.02 of the Credit Agreement, among other
things, limits the ability of the Company to merge or
consolidate, subject to certain permitted transactions, and
further provides that the Company may not even enter into an
agreement to merge or consolidate at any future time; and
WHEREAS, the Company has requested that the Banks amend
Section 8.02 of the Credit Agreement to eliminate the restriction
on agreements that the Company may enter into with respect to
future transactions, but without prejudicing the Banks' rights to
withhold their consent to the actual consummation of any merger
or consolidation that is not permitted by Section 8.02; and
WHEREAS, the Banks party hereto, subject to the terms and
conditions hereof, are willing to so amend the Credit Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise
specifically defined herein, each term used herein which is
defined in the Credit Agreement has the meaning assigned to such
term in the Credit Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other
similar reference contained in the Credit Agreement shall, after
this Amendment becomes effective, refer to the Credit Agreement
as amended hereby.
Section 2. Amendment of Section 8.02. Section 8.02 is
amended by deleting the parenthetical phrase "(or agree to do any
of the foregoing at any future time)".
Section 3. Representations of Borrowers. Each Borrower
represents and warrants that, assuming this Amendment has become
effective, (i) the representations and warranties of the
Borrowers set forth in Section 6 of the Credit Agreement are true
and correct in all material respects on the date hereof as if
they had been 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)
and (ii) no Default or Event of Default has occurred and is
continuing.
Section 4. Governing Law. This Amendment shall be governed
by and construed in accordance with the laws of the State of New
York.
Section 5. Counterparts. This Amendment may be signed in
any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were
upon the same instrument.
Section 6. Effectiveness. This Amendment shall become
effective as of the date hereof when the Agent shall have
received from each of the Borrowers and the Required Banks a
counterpart hereof signed by such party or facsimile or other
written confirmation (in form satisfactory to the Agent) that
such party has signed a counterpart hereof.
Section 7. Effect of Amendment. Except as expressly set
forth herein, the amendment contained herein shall not constitute
a waiver or amendment of any term or condition of the Credit
Agreement, and all such terms and conditions shall remain in full
force and effect and are hereby ratified and confirmed in all
respects. Without limiting the generality of the foregoing, the
Borrowers acknowledge and agree that the consummation of any
merger or consolidation or conveyance, sale, lease or other
disposition of property or assets that is not permitted by
Section 8.02 shall constitute an Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
SEALED AIR CORPORATION
By: s/ Xxxxxxx X. Xxxxxx
Title: President
SEALED AIR B.V.
By: s/ Xxxxxxx X. Xxxxxx
Title: Managing Director
SEALED AIR FINANCE B.V.
By: s/ Xxxxxxx X. Xxxxxx
Title: Director
SEALED AIR (NZ) LIMITED
By: s/ Xxxxxxx X. Xxxxxx
Title: Director
SEALED AIR LIMITED
By: s/ Xxxxxxx X. Xxxxxx
Title: Attorney-in-Fact
BANKERS TRUST COMPANY,
Individually and as Agent
By:_____s/_______________________
Title:
ABN AMRO BANK N.V.
Individually and as Co-Agent
By:_____s/________________________
Title:
By:_____s/________________________
Title:
THE BANK OF NOVA SCOTIA
By:______s/_______________________
Title:
BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By:______s/_______________________
Title:
By:______s/_______________________
Title:
COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE
By:______s/_______________________
Title:
By:______s/_______________________
Title:
CORESTATES BANK, N.A.
By:______s/_______________________
Title:
CREDIT LYONNAIS,
NEW YORK BRANCH,
Individually and as Co-Agent
By:______s/_______________________
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:______s/_______________________
Title:
FLEET NATIONAL BANK
By:______s/_______________________
Title:
MIDLAND BANK PLC, NEW YORK BRANCH
By:______s/_______________________
Title:
NATIONSBANK, N.A.,
Individually and as Co-Agent
By:______s/_______________________
Title:
THE NORTHERN TRUST COMPANY
By:______s/_______________________
Title:
TORONTO DOMINION (NEW YORK), INC.
By:______s/_______________________
Title:
SUMMIT BANK,
Individually and as Co-Agent
By:______s/_______________________
Title:
