Exhibit 4.6
THIRD AMENDMENT
THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
January 11, 1996, 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 meanings
provided such terms in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, the Borrowers, various lenders (the "Banks") and the Agent
are parties to a Credit Agreement, dated as of June 8, 1994 (as amended,
modified or supplemented through the date hereof, the "Credit Agreement");
and
WHEREAS, the parties hereto wish to further amend the Credit
Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 8.01 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (x) thereof, (ii)
deleting the period appearing at the end of clause (xi) thereof and
inserting "; and" in lieu thereof and (iii) inserting the following new
clause (xii) at the end thereof:
"(xii) additional Liens on assets of the Company or any of its
Subsidiaries so long as such Liens (i) only attach to those assets that
comprise the non-United States operations of the Company or such Subsidiary
and (ii) the aggregate principal amount of all Indebtedness and other
obligations secured by such Liens does not exceed $10,000,000 (or the Dollar
Equivalent thereof in the case of Indebtedness or other obligations incurred
in a currency other than Dollars) at any time outstanding."
2. The Banks hereby acknowledge and agree that from and after the
Amendment Effective Date (as defined below) the Company shall not be
required to deliver the monthly reports pursuant to Section 7.01(a) of the
Credit Agreement.
3. This Amendment 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.
4. This Amendment 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.
5. THIS AMENDMENT 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.
6. This Amendment shall become effective on the date (the
"Amendment Effective Date") when the Borrowers 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.
7. From and after the Amendment Effective Date, all references
in the Credit Agreement and each of 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 Amendment 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/
Title: Director
BANKERS TRUST COMPANY,
Individually and as Agent
By s/ Xxxx Xxxxx
Title: Vice President
ABN AMRO BANK N.V. NEW YORK
BRANCH
By s/__________________________
Title:
By s/__________________________
Title:
THE BANK OF NOVA SCOTIA
By s/__________________________
Title:
COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE
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/ Xxxxxxxxx X. Xxxxxxx
Title: Vice President
By s/ Xxxxxxx X. Xxxxx
Title: Vice President - Group Manager
CREDIT LYONNAIS, NEW YORK
BRANCH
By s/ Xxxx X. Xxxxxxx
Title:
CORESTATES BANK, N.A.
By s/
Title: Vice President
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: Commercial Banking Officer
TORONTO DOMINION (NEW YORK),
INC.
By s/Xxxxxx X. Xxxxxx
Title: Vice President
MIDLAND BANK PLC NEW YORK
BRANCH
By s/
Title: Authorized Signatory
