EXHIBIT 4.5
CONSENT TO CREDIT AGREEMENT
CONSENT TO CREDIT AGREEMENT (this "Consent"), dated as of November
2, 1995, among SEALED AIR CORPORATION, a Delaware corporation (the "Company"),
SEALED AIR B. V., a corporation organized and existing under the laws of the
Netherlands, SEALED AIR LIMITED, a corporation organized and existing under
the laws of England, SEALED AIR (NZ) LIMITED, a corporation organized and
existing under the laws of New Zealand (each a "Subsidiary Borrower" and
together with the Company, the "Borrowers", and each a "Borrower"), BANKERS
TRUST COMPANY, as Agent (the "Agent") and the lenders party to the Credit
Agreement referred to below. All capitalized terms used herein and not
otherwise defined herein shall have the respective meaning as provided such
terms in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, the Borrowers, various lender (the "Banks") and the Agent
are parties to a Credit Agreement, dated as of June 8, 1994 (the "Credit
Agreement");
WHEREAS, the company has requested that the Banks agree to the
issuance of two Letters of Credit that have an expiry date of longer than 12
months; and
WHEREAS, in connection with the foregoing, the parties hereto wish
to consent to a modification to the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Notwithstanding anything to the contrary contained in Section
2.01(c) (ii) (x) of the Credit Agreement, the Banks hereby agree that BTCo
may issue two Letters of Credit for the account of the Company with expiry
dates of longer than 12 months so long as such expiry dates are otherwise prior
to the Final Maturity Date.
2. This Consent is limited as specified and shall not constitute
a modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
3. This Consent may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Company and the Agent.
4. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.
5. This Consent shall become effective on the date (the "Consent
Effective Date") when the Borrowers, the Agent and the Required Banks shall
have signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered (including by way of telecopier) the same to the
Agent at its Notice office.
6. From and after the Consent Effective Date, all references in
the Credit Agreement and each of the Credit Documents to the Credit Documents
to the Credit Agreement, shall be deemed to be references to the Credit
Agreement as modified hereby.
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Consent to be duly executed and delivered as of the date
first above written.
SEALED AIR CORPORATION
By s/Xxxxxx X. XxXxxxxxxx
Title: Senior Vice President-Finance
SEALED AIR B. V.
By s/Xxxxxxx X. Xxxxxx
Title: Managing Director
SEALED AIR LIMITED
By s/Xxxxxxx X. Xxxxxx
Title: Attorney-in-Fact
SEALED AIR (NZ) LIMITED
By s/Xxxxxxx X. Xxxxxx
Title: Director
BANKERS TRUST COMPANY,
Individually and as Agent
By s/______________________________
Title: Vice President
ABN AMRO BANK N. V. NEW YORK
BRANCH
By s/Xxxx X. Xxxxxx
Title: Vice President
By s/Xxxxx X. Xxxxx
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA
By s/
Title: Vice President
CAMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENE
By s/______________________________
Title:
By s/______________________________
Title:
NATIONSBANK, N.A.
By s/______________________________
Title:
UNITED JERSEY BANK
By s/______________________________
Title:
THE BANK OF NOVA SCOTIA
By s/
Title: Vice President
CAMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENE
By s/Xxxxx X'Xxxxx
Title: Vice President
By s/Xxxx Xxxxxxx
Title: First Vice President
NATIONSBANK, N.A.
By s/______________________________
Title: Vice President
UNITED JERSEY BANK
By s/Xxxxxxxx X. Xxxx
Title: Vice President & Regional Manager
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By: s/
Title
CREDIT LYONNAIS, NEW YORK
BRANCH
By s/
Title:
CORESTATES BANK, N.A.
By s/
Title:
THE FIRST NATIONAL BANK OF
BOSTON
By s/
Title: Director
FLEET BANK N.A.
By s/
Title: Senior Vice President
THE NORTHERN TRUST COMPANY
By s/ Xxxxxx X. Xxxxxxx
Title: Commerical Banking Officer
TORONTO DOMINION (NEW YORK),
INC.
By s/
Title: Managing Director
MIDLAND BANK PLC
NEW YORK BRANCH
By s/
Title: Authorized Signatory
