FIRST AMENDMENT TO GLOBAL REVOLVING CREDIT AGREEMENT (5-YEAR)
The First Amendment to Global Revolving Credit Agreement (5-Year) (the
"Amendment") dated as of March 16, 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 ▇. ▇. ▇▇▇▇▇ & 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 (5-Year) dated as of March 30, 1998 (the "Credit
Agreement"); and
WHEREAS, the parties hereto desire to 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. The first paragraph of Section 1.04(a) of the Credit Agreement,
clauses (i), (ii) and (iii) thereof and Section 1.04(d) of the Credit Agreement
are hereby amended in their entirety and as so amended shall read as follows:
Section 1.04. Bid Loans. (a) Each Bank severally agrees that
the Company may request Bid Borrowings denominated in Dollars
comprised of either Absolute Rate Bid Loans or Eurodollar Rate Bid
Loans under this Section 1.04 to be made from time to time on any
Business Day during the period from the Effective Date until the
date occurring one day prior to the Final Maturity Date, in the
manner set forth below; provided that, following the making of each
Bid Borrowing, the aggregate Original Dollar Amount of all Loans
outstanding hereunder plus the aggregate amount of all Letter of
Credit Outstandings at such time shall not exceed the Total
Commitment in effect at such time. Each Bid Borrowing shall be in
an aggregate amount not less than $5,000,000 or an integral
multiple of $1,000,000 in excess thereof.
(i) The Company may request a Bid Borrowing by delivering
to the Administrative Agent by telecopier or telex, a notice of
a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially
the form of Exhibit A-2 hereto, specifying the date and
aggregate amount of the
proposed Bid Borrowing, whether such Bid Borrowing is to
consist of Absolute Rate Bid Loans or Eurodollar Rate Bid
Loans, the maturity date for repayment of each Bid Loan to be
made as part of such Bid Borrowing (which maturity date may be
the date occurring between one and 180 days after the date of
such Bid Borrowing, in the case of Absolute Rate Bid Loans, and
one, two, three or six months after the date of such Bid
Borrowing, in the case of Eurodollar Rate Bid Loans, and in any
case no later than the Final Maturity Date), the interest
payment date or dates relating thereto (which shall occur at
least every 3 months, in the case of Eurodollar Rate Bid Loans,
and at least every 90 days, in the case of Absolute Rate Bid
Loans), and any other terms to be applicable to such Bid
Borrowing, not later than 9:00 A.M. (New York time) (A) at
least one Business Day prior to the date of the proposed Bid
Borrowing, in the case of an Absolute Rate Bid Loan and (B) at
least five Business Days prior to the date of the proposed Bid
Borrowing, in the case of a Eurodollar Rate Bid Loan. The
Company may request Bid Borrowings for more than one maturity
date in a single Notice of Bid Borrowing. The Administrative
Agent shall in turn promptly notify each Bank of each request
for a Bid Borrowing received by it from the Company by sending
such Bank a copy of the related Notice of Bid Borrowing.
(ii) Each Bank may, if, in its sole discretion, it elects
to do so, irrevocably offer to make one or more Bid Loans to
the Company as part of such proposed Bid Borrowing at, in the
case of Absolute Rate Bid Loans, a rate or rates of interest
(an "Absolute Rate") or, in the case of Eurodollar Rate Bid
Loans, a margin (expressed as a percentage) above or below the
applicable Eurocurrency Rate (a "Bid Rate Margin"), in any case
as specified by such Bank in its sole discretion, by notifying
the Administrative Agent (which shall give prompt notice
thereof to the Company), before 9:00 A.M. (New York time) (A)
on the date of such proposed Bid Borrowing, in the case of an
Absolute Rate Bid Loan and (B) four Business Days before the
date of such proposed Bid Borrowing, in the case of a
Eurodollar Rate Bid Loan, of the minimum amount (which must be
at least $5,000,000) and maximum amount of each Bid Loan that
such Bank would be willing to make as part of such proposed Bid
Borrowing (which amounts may, subject to the proviso to the
first sentence of this Section 1.04, exceed such Bank's
-2-
Commitment), the Absolute Rates or Bid Rate Margins, as the
case may be, therefor and the maturity date relating thereto,
provided that if the Administrative Agent in its capacity as a
Bank shall, in its sole discretion, elect to make any such
offer, it shall notify the Company of such offer before 8:45
A.M. (New York time) on the date on which notice of such
election is to be given to the Administrative Agent by the
other Banks. Subject to Sections 5 and 9, any offer so made
shall not be revocable except with the written consent of the
Administrative Agent given on the instructions of the Company.
(iii) The Company may, in turn, before 10:00 A.M. (New
York time) (A) on the date of such proposed Bid Borrowing, in
the case of an Absolute Rate Bid Loan and (B) three Business
Days before the date of such proposed Bid Borrowing, in the
case of a Eurodollar Rate Bid Loan either
(A) cancel such Bid Borrowing by giving the Administrative
Agent notice to that effect,
(B) irrevocably accept one or more of the offers made by
any Bank or Banks pursuant to paragraph (ii) above, in its sole
discretion, subject only to the provisions of this paragraph
(iii), by giving notice to the Administrative Agent of the
amount of each Bid Loan (which amount shall be equal to or
greater than the minimum amount and equal to or less than the
maximum amount, notified to the Company by the Administrative
Agent on behalf of such Bank for such Bid Loan pursuant to
paragraph (ii) above) to be made by each Bank as part of such
Bid Borrowing, and reject any remaining offers with the same
maturity date made by Banks pursuant to paragraph (ii) above by
giving the Administrative Agent notice to that effect;
provided, however, that (x) the Company shall not accept an
offer made pursuant to paragraph (ii) above, at any Absolute
Rate or
-3-
Bid Rate Margin, as the case may be, if the Company shall have,
or shall be deemed to have, rejected any other offer with the
same maturity date made pursuant to paragraph (ii) above, at a
lower Absolute Rate or Bid Rate Margin, as the case may be, (y)
if the Company declines to accept, or is otherwise restricted
by the provisions of this Agreement from accepting, the maximum
aggregate principal amount of Bid Borrowings offered at the
same Absolute Rate or Bid Rate Margin, as the case may be, with
the same maturity date pursuant to paragraph (ii) above, then
the Company shall accept a pro rata portion of each offer made
at such Absolute Rate or Bid Rate Margin, as the case may be,
with the same maturity date, based as nearly as possible on the
ratio of the aggregate principal amount of such offers to be
accepted by the Company to the maximum aggregate principal
amount of such offers made pursuant to paragraph (ii) above
(rounding up or down to the next higher or lower multiple of
$1,000,000), and (z) no offer made pursuant to paragraph (ii)
above shall be accepted unless the Bid Borrowing in respect of
such offer is in an integral multiple of $1,000,000 and the
aggregate amount of such offers accepted by the Company is
equal to at least $5,000,000, or
(C) reject any or all of such offers either directly by
written or telephonic notice to the Administrative Agent or
indirectly by taking no action prior to the deadline specified
above.
Any offer or offers made pursuant to paragraph (ii) above not
expressly accepted or rejected by the Company in accordance with
this paragraph (iii) shall be deemed to have been rejected by the
Company. Determinations by the Company of the amount of Bid Loans
shall be conclusive in the absence of demonstrable error.
(d) The Company shall pay interest on the unpaid principal
amount of each Bid Loan from the date of such Bid Loan to (but not
including) the date the principal amount of such Bid Loan is repaid
in full, at a rate per annum equal to, in the case of an Absolute
Rate Bid Loan, the Absolute Rate quoted by the Bank making such Bid
Loan and, in the case of a Eurodollar Rate Bid Loan, the sum of the
applicable Eurocurrency Rate determined for such Bid Loan plus (or
minus) the Bid Rate Margin quoted by the Bank making such Bid Loan,
payable in arrears on the interest payment date or dates specified
by the Company for such Bid Loan in the related Notice of Bid
Borrowing delivered pursuant to subsection (a)(i) above.
2. Section 1.12 of the Credit Agreement is hereby amended by:
(a) inserting immediately after the words "Eurocurrency Loans"
appearing in the sixth, ninth, thirteenth, and seventeenth lines
thereof the following ", Eurodollar Rate Bid Loans"; and
-4-
(b) inserting immediately after the word "Borrowing" appearing
in the tenth line thereof the following: ", Notice of Bid
Borrowing."
3. Section 6 of the Credit Agreement is hereby amended by inserting
immediately following Section 6.18 a new Section 6.19 as follows:
Section 6.19. Year 2000 Compliance. The Company has reviewed
the areas within its consolidated business and operations (and has
initiated a review of suppliers, vendors and customers) that could
be adversely affected by, and has developed and is carrying out a
plan to address on a timely basis, the "Year 2000 Problem" (that
is, the risk that computer applications used by the Company and its
Subsidiaries may be unable to recognize and perform properly
date-sensitive functions involving certain dates on or prior to,
and any date after December 31, 1999). Based on such review and
plan, the Company reasonably believes that the "Year 2000 Problem"
will not have a Material Adverse Effect.
4. The defined terms "Applicable Margin" and "Eurocurrency Rate"
contained in Section 10.01 of the Credit Agreement are each hereby amended in
their entirety and as so amended shall read as follows:
"Applicable Margin" shall mean, for any day, the rate per
annum set forth below opposite the Applicable Rating Period then in
effect:
APPLICABLE RATING
PERIOD RATE
Category A Period .220%
Category B Period .255%
Category C Period .300%
Category D Period .350%
Category E Period .475%
Category F Period .550%
"Eurocurrency Rate" shall mean the offered quotation to
first-class banks in the London interbank eurocurrency market by
ABN AMRO for deposits of amounts in Dollars or the relevant
Eurocurrency, as appropriate, in immediately available funds
comparable to, in the case of a Borrowing of Revolving Loans, the
principal amount of the Eurocurrency Loan of ABN AMRO for which the
Eurocurrency Rate is being determined or, in the case of a
Eurodollar Rate Bid Loan, the principal amount of the Bid Rate
-5-
Loan for which the Eurocurrency Rate is being determined, with
maturities comparable to, in the case of a Borrowing of Revolving
Loans, the Interest Period applicable to such Eurocurrency Loan or,
in the case of a Eurodollar Rate Bid Loan, the maturity date
thereof, as of 11:00 A.M. (London time) on the date which is two
Business Days prior to the commencement of such Interest Period or
the date of making such Eurodollar Bid Rate Loan, as the case may
be.
5. Section 10.01 of the Credit Agreement is hereby further amended by
inserting in proper alphabetical order the following new defined terms:
"Absolute Rates" shall have the meaning provided in Section
1.04(a).
"Absolute Rate Bid Loan" means a Bid Loan in connection with
which the rates of interest offered by the Banks pursuant to
Section 1.04 shall be Absolute Rates per annum and with a term of 1
to 180 days.
"Bid Rate Margins" shall have the meaning provided in Section
1.04(a).
"Eurodollar Rate Bid Loan" means a Bid Loan in connection with
which Bid Rate Margins and the Eurocurrency Rate shall be the basis
used by the Banks in determining the rates of interest to be
offered by them pursuant to Section 1.04 and with a term of 1, 2, 3
or 6 months.
6. Exhibit A-2 to the Credit Agreement is hereby amended in its
entirety and as so amended shall be as set forth as Exhibit A-2 to this
Amendment.
7. This Amendment shall become effective as of the opening of business
on March 29, 1999 subject to the conditions precedent that on or before such
date:
(a) the Administrative Agent shall have received counterparts
hereof executed by the parties hereto (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);
(b) the Administrative Agent shall have received (i) a
certificate of the Secretary of the Company, each Domestic
Subsidiary that is a Borrower and each Guarantor dated no more than
10 Business Days prior to March 29, 1999 certifying that
-6-
attached thereto is a true and complete copy of resolutions adopted
by the Board of Directors of such Borrower or Guarantor, as
applicable, authorizing the execution, delivery and performance of
this Amendment and certifying the names and true signatures of the
officers of such Borrower or Guarantor, as applicable, authorized
to sign this Amendment and (ii) such supporting documents as the
Administrative Agent may reasonably request; and
(c) the opinion of H. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, General Counsel to the
Company and certain of the Borrowers and Guarantors in form and
substance satisfactory to the Administrative Agent.
If this Amendment becomes effective, the changes in the Applicable
Margin shall take effect with respect to any Loans and Letters of Credit
outstanding on March 29, 1999 and on each day thereafter, but any payment of
interest or Letter of Credit Fees due on or after March 29, 1999 with respect to
Loans or Letters of Credit outstanding prior thereto shall be computed on the
basis of the Applicable Margin in effect prior to such effectiveness.
8.1. 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.
8.2. 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.
8.3. 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
-7-
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.
8.4. 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.
-8-
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title President
-------------------------------
SEALED AIR CORPORATION (US),
as Borrower and Guarantor
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title President
-------------------------------
CRYOVAC, INC., as Borrower and Guarantor
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
By H. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
-9-
ABN AMRO BANK N.V., individually and as
Administrative Agent
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title Group Vice President
-------------------------------
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
BANKERS TRUST COMPANY
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Title Principal
-------------------------------
-10-
CITIBANK, N.A.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
COMMERZBANK AG, NEW YORK BRANCH
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Title Sr. Vice President
-------------------------------
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title Sr. Vice President
-------------------------------
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Title First Vice President - Manager
-------------------------------
-11-
FLEET NATIONAL BANK
By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------
Title Senior Vice President
-------------------------------
SUMMIT BANK
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Title Senior Vice President
-------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇▇▇) INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
-12-
BANCA DI ROMA
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
By /s/ Nicola Dell'Edera
--------------------------------------
Title AT
-------------------------------
THE BANK OF NEW YORK
By /s/ ▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
THE BANK OF NOVA SCOTIA
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
-▇▇-
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇.▇.▇. ---
NEW YORK BRANCH
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title First Vice President
-------------------------------
COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
By /s/ ▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
-14-
FIRST UNION NATIONAL BANK
By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
MARINE MIDLAND BANK
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Title Assistant Vice President
-------------------------------
WACHOVIA BANK N.A.
By /s/ M. ▇▇▇▇▇▇ ▇▇▇▇, III
--------------------------------------
Title Senior Vice President
-------------------------------
-15-
THE NORTHERN TRUST COMPANY
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title Second Vice President
-------------------------------
BANK AUSTRIA AKTIENGESELLSCHAFT
By
--------------------------------------
Title
-------------------------------
By
--------------------------------------
Title
-------------------------------
THE BANK OF TOKYO-MITSUBISHI, LTD.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Title Attorney-in-Fact
-------------------------------
-16-
BANQUE NATIONALE DE PARIS
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
Title Senior Vice President
-------------------------------
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------
Title Vice President
Corporate Banking Division
-------------------------------
CARIPLO-CASSA DI RISPARMIO DELLE PROVINCIE
LOMBARDE SPA
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Title F.V.P.
-------------------------------
By /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Title A.V.P.
-------------------------------
UNI CREDITO ITALIANO S.P.A.
By /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Title First Vice President
-------------------------------
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Title Asst. Vice President
-------------------------------
-17-
KBC BANK N.V.
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Title First Vice President
-------------------------------
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
--------------------------------------
Title Vice President
-------------------------------
MELLON BANK, N.A.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Title Assistant Vice President
-------------------------------
BANCA MONTE DEI PASCHI DI SIENA, S.P.A.
By /s/ G. Natalicchi
--------------------------------------
Title Supervisor & General Manager
-------------------------------
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
-▇▇-
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Title SVP
-------------------------------
By /s/ ▇▇▇▇▇ ▇▇▇▇
--------------------------------------
Title VP
-------------------------------
SUNTRUST BANK, ATLANTA
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
By
--------------------------------------
Title
-------------------------------
ISTITUTO BANCARIO SAN PAOLO DI
TORINO ISTITUTO MOBILIARE
ITALIANO S.P.A.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
By /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
-19-
CREDIT AGRICOLE INDOSUEZ
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Title Vice President, Sr. Rel. Mgr.
-------------------------------
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Title First Vice President
-------------------------------
BANCA POPOLARE DI MILANO
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Title Executive Vice President
& General Manager
-------------------------------
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
BANCA COMMERCIALE ITALIANA
NEW YORK BRANCH
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title VP
-------------------------------
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------
-20-
REPUBLIC NATIONAL BANK
By
--------------------------------------
Title
-------------------------------
-21-
EXHIBIT A-2
NOTICE OF BID BORROWING
[Date]
ABN AMRO Bank N.V., as Administrative Agent
for the Banks party to
the Credit Agreement
referred to below
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Agency Services
Gentlemen:
The undersigned refers to the Global Revolving Credit Agreement
(5-Year), dated as of March 30, 1998 (as amended, modified or supplemented from
time to time, the "Credit Agreement"; the terms defined therein being used
herein as therein defined), among Sealed Air Corporation, Cryovac, Inc., as the
initial Subsidiary Borrower, and each additional Subsidiary Borrower, the
Company and certain Domestic Subsidiaries, as Guarantors, the lenders from time
to time party thereto (the "Banks"), you, as Administrative Agent for such
Banks, Bankers Trust Company, as Documentation Agent, and Bank of America
National Trust and Savings Association, as Syndication Agent, and hereby gives
you notice, irrevocably, pursuant to Section 1.04(a) of the Credit Agreement,
that the undersigned hereby requests a Borrowing under the Credit Agreement, and
in that connection sets forth below the information relating to such Borrowing
(the "Proposed Borrowing") as required by Section 1.04(a) of the Credit
Agreement:
(i) The date of the Proposed Bid Borrowing1 ______________
(ii) The Proposed Bid Borrowing is to be of ______________
[Absolute Rate Bid Loans, and Banks should
quote an Absolute Rate]
[Eurodollar Rate Bid Loans, and Banks should
quote a Bid Rate Margin (indicating whether
"Plus" or "Minus" the applicable Eurocurrency
Rate)]
-----------
1 At least one Business Day's prior notice is required for a Proposed
Bid Borrowing of Absolute Rate Bid Loans and at least five Business
Days' prior notice is required for a Proposed Bid Borrowing of
Eurodollar Rate Bid Loans.
(iii) Aggregate Principal Amount of each Proposed
Bid Borrowing2 ______________
(iv) Maturity Date for each Proposed Bid
Borrowing3 ______________
(v) Interest Payment Dates for each Proposed Bid
Borrowing ______________
The undersigned hereby certifies that the following statements will be
true on the date of the Proposed Borrowing:
(A) the representations and warranties contained in the
Credit Agreement (other than Section 6.05) and in the other Credit
Documents will be true and correct in all material respects, both
before and after giving effect to the Proposed Borrowing and to the
application of the proceeds thereof, with the same effect as though
such representations and warranties had been made on and as of the date
of such Proposed Borrowing (it being understood 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
(B) no Default has occurred and is continuing, or would
result from such Proposed Borrowing or from the application of the
proceeds thereof.
Very truly yours,
SEALED AIR CORPORATION
By
--------------------------------------
Name:
Title:
------------
2 Not less than $5,000,000 or an integral multiple of $1,000,000 in excess
thereof.
3 Must be 1 to 180 days, in the case of Absolute Rate Bid Loans, and one,
two, three or six months, in the case of Eurodollar Rate Bid Loans, after the
date of such Proposed Bid Borrowing and in any case of no later than the
Final Maturity Date.
-2-
