W I T N E S S E T H:
EXHIBIT 10.2
SECOND AMENDMENT TO GLOBAL REVOLVING CREDIT AGREEMENT (364-DAY)
The Second Amendment to Global Revolving Credit Agreement (364-Day)
(the "Amendment") dated as of June 2, 1999 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 (which was formerly known as X. X. Xxxxx & Co.)
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 (364-Day) dated as of March 30, 1998 (as amended
and extended, the "Credit Agreement"); and
WHEREAS, the parties hereto desire to further amend the Credit
Agreement as provided herein;
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that the
Credit Agreement shall be and hereby is amended as follows:
1. Section 8.04 of the Credit Agreement is hereby amended by:
(a) deleting the word "and" at the end of clause (g)
thereof;
(b) adding a new clause (h) reading in its entirety as
follows:
"(h) Indebtedness of Foreign Subsidiaries
denominated in Euros in an aggregate principal
mount at any time outstanding not exceeding Euro
250,000,000; and" and
(c) re-lettering clause (h) as clause (i).
2. This Amendment shall become effective on the date the
Administrative Agent shall have received counterparts hereof executed by the
Borrowers 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).
3.1. To induce the Administrative Agent and the Banks to enter into
this Amendment, 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, as amended by this Amendment
(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 Amendment, no
Default exists; (c) this Amendment has been duly authorized by all
necessary corporate proceedings and duly executed and delivered by each
Borrower and each Guarantor, and the Credit Agreement, as amended by this
Amendment, 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 legal and valid execution and delivery or performance by
any Borrower or any Guarantor of this Amendment or the performance by any
Borrower or any Guarantor of the Credit Agreement, as amended by this
Amendment, or any other Credit Document to which they are party.
3.2. This Amendment 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 Amendment.
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 Amendment 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. This Amendment 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
SEALED AIR CORPORATION (US),
as Borrower and Guarantor
By /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
CRYOVAC, INC., as Borrower and
Guarantor
By /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
By /s/ H. Xxxxxxxxx Xxxxx
------------------------------------
Name: H. Xxxxxxxxx Xxxxx
Title: Vice President
CRYOVAC UK LIMITED, as Borrower
By /s/ Xxxxxx X. Xxx Xxxxx
------------------------------------
Name: Xxxxxx X. Xxx Xxxxx
Title: Director
CRYOVAC AG, as Borrower
By /s/ Xxxxxx Costhesy
------------------------------------
Name: Xxxxxx Costhesy
Title: Financial Director
CRYOVAC S.p.A., as Borrower
By /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
CRYOVAC AUSTRALIA PTY. LIMITED,
as Borrower
By /s/ H. Xxxxxxxxx Xxxxx
------------------------------------
Name: H. Xxxxxxxxx Xxxxx
Title: Director
SEALED AIR S.A., as Borrower
By /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
SEALED AIR LIMITED, as Borrower
By /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
CRYOVAC VERPACKUNGEN GmbH,
as Borrower
By /s/ Xxxx-Xxxx Xxxxx
------------------------------------
Name: Xxxx-Xxxx Xxxxx
Title: Managing Director
SEALED AIR (CANADA) INC., as borrower
By /s/ Xxxxxx Xxxxxxx
------------------------------------
name: Xxxxxx Xxxxxxx
Title: Director
SEALED AIR (NZ) LIMITED, as Borrower
By /s/ H. Xxxxxxxxx Xxxxx
------------------------------------
Name: H. Xxxxxxxxx Xxxxx
Title: Director
CRYOVAC (NEW ZEALAND) LIMITED,
as Borrower
By /s/ H. Xxxxxxxxx Xxxxx
------------------------------------
Name: H. Xxxxxxxxx Xxxxx
Title: Director
SEALED AIR AUSTRALIA PTY LIMITED,
as Borrower
By /s/ H. Xxxxxxxxx Xxxxx
------------------------------------
Name: H. Xxxxxxxxx Xxxxx
Title: Director
SEALED AIR B.V., as Borrower
By /s/ H. Xxxxxxxxx Xxxxx
------------------------------------
Name: H. Xxxxxxxxx Xxxxx
Title: Director
ABN AMRO BANK N.V., individually
and as Administrative Agent
By /s/ Xxxxxxx Mc Hush
------------------------------------
Name: Xxxxxxx Mc Hush
Title: Vice President
By /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: Group V.P.
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice president
BANKERS TRUST COMPANY
By /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Principal
CITIBANK, N.A.
By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
COMMERZBANK AG, NEW YORK BRANCH
By /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
By /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Xxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
Title: First Vice President --
Manager
FLEET NATIONAL BANK
By /s/ Xxxxxxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Senior Vice President
SUMMIT BANK
By /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Treasurer
TORONTO DOMINION (TEXAS) INC.
By /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
BANCA DI ROMA
By /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
By /s/ Nicola Dell 'edera
------------------------------------
Name: Nicola Dell 'Edera
Title: Assistant Treasurer
THE BANK OF NEW YORK
By /s/ Xxxxxx Fund
------------------------------------
Name: Xxxxxx Func
Title: Vice President
COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE
By /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
By /s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By /s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Senior Vice President
HSBC BANK USA
By /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx M Sieske
Title: Assistant Vice President
WACHOVIA BANK N.A.
By /s/ M. Xxxxxx Xxxx III
------------------------------------
Name: M. Xxxxxx Xxxx III
Title: Senior Vice President
THE NORTHERN TRUST COMPANY
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Second Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD.
By /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Attorney-in-Fact
BANQUE NATIONALE DE PARIS
By /s/ Xxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
By /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
Corporate Banking Division
CARIPLO-CASSA DI RISPARMIO DELLE
PROVINCIE LOMBARDE SPA
By /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: First Vice President
By /s/ Xxxxx Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxx Xxxxxx
Title: Assistant Vice President
UNI CREDITO ITALIANO S.p.A.
By /s/ Gianscranco Bisagni
------------------------------------
Name: Giascranco Bisagni
Title: First Vice President
By /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: First Vice President
KBC BANK N.V.
By /s/ Xxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: First Vice President
By /s/ Xxxxxx X. Surinam, Jr.
------------------------------------
Name: Xxxxxx X. Surinam, Jr.
Title: Vice President
MELLON BANK, N.A.
By /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
BANCA MONTE DEI PASCHI DI SIENA,
S.p.A.
By /s/ G. Natalicchi
------------------------------------
Name: G. Natalicchi
Title: Senior Vice President and
General Manager
By /s Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
NORDDEUTSCHE LANDESBANK GIROZENTRALE
By /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
By /s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Vice President
SUNTRUST BANK, ATLANTA
By /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
ISTITUTO BANCARIO SAN PAOLO DI TORINO
ISTITUTO MOBILIARE ITALIANO S.p.A.
By /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
By /s/ Xxxxxx Pensico
------------------------------------
Name: Xxxxxx Pensico
Title: First Vice President
CREDIT AGRICOLE INDOSUEZ
By /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: First Vice President
By /s/ Xxxxx XxXxxxxxxx
------------------------------------
Name: Xxxxx XxXxxxxxxx
Title: Vice President
BANCA COMMERCIALE ITALIANA
NEW YORK BRANCH
By /s/ Xxxxxxx Xxxxxxxxx
------------------------------------
Name: X. Xxxxxxxxx
Title: Vice President
By /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
