WAIVER TO GLOBAL REVOLVING CREDIT AGREEMENT (5-YEAR)

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Exhibit 10.14

WAIVER TO
GLOBAL REVOLVING CREDIT AGREEMENT (5-YEAR)

        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;

W I T N E S S E T H:

        Whereas, the Company 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 (5-Year) dated as of March 30, 1998 (as amended, the "Credit Agreement");

        Whereas, the Company has informed the Banks that due to a settlement of various asbestos related claims against the Company it expects to recognize a non-cash charge during the fiscal quarter ended December 31, 2002 of approximately $850,000,000; and

        Whereas, as a result of such non-cash charge, the Company expects that it will fail to meet the Interest Coverage Ratio and Leverage Ratio set forth in Sections 8.01 and 8.02, respectively, of the Credit Agreement;

        Now, therefore, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

        1.    For purposes of calculating EBITDA for the Test Period ending December 31, 2002 consolidated net income of the Company and its Subsidiaries for such period shall be adjusted by adding thereto any non-cash charges incurred by the Company in connection with the settlement of asbestos related claims against the Company to the extent such amounts do not exceed $850,000,000.

        2.    This Waiver shall become effective on the date the Administrative Agent shall have received (i) counterparts hereof executed by the Borrowers, the Guarantors and the Required Banks (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) and (ii) from the Company, for the account of each Bank (a "Consenting Bank") that has evidenced its agreement hereto as provided in clause (i) above by 5:00 p.m. (New York time) on January 22, 2003, a waiver fee equal to 2.5 basis points (0.025%) on the aggregate of such Consenting Bank's Commitment.

        3.1.    To induce the Administrative Agent and the Banks to executed this Waiver, 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, after giving effect to this Waiver (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 Waiver, no Default exists; (c) this Waiver has been duly authorized by all necessary corporate proceedings and duly executed and delivered by each Borrower and each Guarantor, and the Credit Agreement, 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, registration or qualification with any governmental authority is required for, and in the absence of which would adversely effect, the performance by any Borrower or any Guarantor of the Credit Agreement, or any other Credit Document to which they are party.

        3.2.    This Waiver 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 Waiver.

        3.3.    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 Waiver 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.

        3.4.    All defined terms used herein and not defined herein have the same meanings herein as in the Credit Agreement.

        3.5.    This Waiver 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.

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        In Witness Whereof, the parties hereto have caused this Waiver 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/  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President & Chief Executive Officer
		SEALED AIR CORPORATION (US), as Borrower and Guarantor
		By:	/s/  ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President
		CRYOVAC, INC., as Borrower and Guarantor
		By:	/s/  ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President

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		ABN AMRO BANK N.V., individually and as Administrative Agent
		By:	/s/  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President
		By:	/s/  ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Assistant Vice President

4

		BANK OF AMERICA, NA
		By:	/s/  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title Principal

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		CITIBANK, N.A.
		By:	/s/  ▇▇▇▇ ▇▇▇▇▇ Title ▇▇▇▇ ▇▇▇▇▇ Vice President ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇./▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: ▇▇▇-▇▇▇-▇▇▇▇

▇

		▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ BRANCH
		By:	/s/  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Title: Senior Vice President
		By:	/s/  ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Assistant Vice President

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		CREDIT LYONNAIS New York Branch
		By:	/s/  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Vice President

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		FLEET NATIONAL BANK
		By:	/s/  MARWAN ISBAIH Marwan Isbaih Title: Director

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		ALLIED IRISH BANK
		By:	/s/  ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President

▇▇

		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇▇▇) INC.
		By:	/s/  ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President

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		BANCA DI ROMA
		By:	/s/  ▇▇▇▇▇▇▇▇▇▇▇ STRIKE ▇▇▇▇▇▇▇▇▇▇▇ Strike Title: Vice President
		By:	/s/  ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Title: First Vice President

▇▇

		▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
		By:	/s/  ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President

▇▇

		▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
		By:	/s/  MANA GING Mana Ging Title: Director

▇▇

		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇.▇.▇.—NEW YORK BRANCH
		By:	/s/  ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President
		By:	/s/  ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title

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		CREDIT INDUSTRIEL ET COMMERCIAL
		By:	/s/  ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President
		By:	/s/  ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Title: Vice President

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		BANK ONE N.A.
		By:	/s/  ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director

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		HSBC BANK USA
		By:	/s/  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: First Vice President

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		WACHOVIA BANK N.A.
		By:	/s/  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director

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		THE NORTHERN TRUST COMPANY
		By:	/s/  ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President

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		SAN PAOLO IMI SPA
		By:	/s/  ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: CEO of the Americas
		By:	/s/  ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President

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		THE BANK OF TOKYO-MITSUBISHI, LTD.,     NEW YORK BRANCH
		By:	/s/  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Authorized Signatory

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		BNP PARIBAS
		By:	/s/  ▇▇▇▇▇▇ ▇▇▇▇▇▇ DU BOCAGE ▇▇▇▇▇▇ ▇▇▇▇▇▇ du ▇▇▇▇▇▇ Title: Managing Director
		By:	/s/  ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Director

▇▇

		▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ BRANCH as successor to INTESABCI, NEW YORK BRANCH
		By:	/s/  ▇. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: VP
		By:	/s/  ▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: VP

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KBC BANK N.V.

By:

Title

By:

Title

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		UFJ BANK LTD
		By:	/s/  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President

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BANCA MONTE DEI PASCHI BELGLO S.A.

By:

/s/   Title

By:

/s/   Title

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		NORDDEUTSCHE LANDESBANK GIROZENTRALE
		By:	/s/  ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President
		By:	/s/  ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Title: Vice President

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		SUNTRUST BANK, ATLANTA
		By:	/s/  ▇▇▇▇▇ ▇. ▇▇▇ Title: V.P.

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CREDIT AGRICOLE INDOSUEZ

By:

/s/   Title

By:

/s/   Title

▇▇

		▇▇▇▇▇ ▇▇▇▇▇▇▇▇ DI MILANO
		By:	/s/  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EVP & General Manager
		By:	/s/  ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ VP & Head of Corporate Banking

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		GE CAPITAL CFE, INC.
		By:	/s/  W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Duly Authorized Signatory

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		UNI CREDITO ITALIANO S.P.A.
		By:	/s/  ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: FVP & Deputy Manager
		By:	/s/  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President

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		BANK AUSTRIA AKTIENGESELLSCHAFT
		By:	/s/  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President
		By:	/s/  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President

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WAIVER TO GLOBAL REVOLVING CREDIT AGREEMENT (5-YEAR)