Revolving Credit Agreement

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.

2


        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/  
WILLIAM V. HICKEY      
Title: President & Chief Executive Officer

 

 

SEALED AIR CORPORATION (US), as Borrower and Guarantor

 

 

By:

/s/  
TOD S. CHRISTIE      
Title: Vice President

 

 

CRYOVAC, INC., as Borrower and Guarantor

 

 

By:

/s/  
TOD S. CHRISTIE      
Title: Vice President

3


    ABN AMRO BANK N.V., individually and as Administrative Agent

 

 

By:

/s/  
CRAIG TRAUTWEIN      
Craig Trautwein
Title: Vice President

 

 

By:

/s/  
TODD J. MILLER      
Todd J. Miller
Title: Assistant Vice President

4


    BANK OF AMERICA, NA

 

 

By:

/s/  
WENDY J. GORMAN      
Wendy J. Gorman
Title Principal

5


    CITIBANK, N.A.

 

 

By:

/s/  
HUGO ARIAS      
Title

Hugo Arias
Vice President
388 Greenwich St./23rd FL
New York, NY 10013
Tel: 212-816-5390

6


    COMMERZBANK AG, NEW YORK BRANCH

 

 

By:

/s/  
ROBERT S. TAYLOR, JR.      
Robert S. Taylor, Jr.
Title: Senior Vice President

 

 

By:

/s/  
ANDREW P. LUSK      
Andrew P. Lusk
Title: Assistant Vice President

7


    CREDIT LYONNAIS New York Branch

 

 

By:

/s/  
SCOTT R. CHAPPELKA      
Scott R. Chappelka
Vice President

8


    FLEET NATIONAL BANK

 

 

By:

/s/  
MARWAN ISBAIH      
Marwan Isbaih
Title: Director

9


    ALLIED IRISH BANK

 

 

By:

/s/  
MICHAEL DOYLE      
Michael Doyle
Title: Senior Vice President

10


    TORONTO DOMINION (TEXAS) INC.

 

 

By:

/s/  
CAROL BRANDT      
Carol Brandt
Title: Vice President

11


    BANCA DI ROMA

 

 

By:

/s/  
CHRISTOPHER STRIKE      
Christopher Strike
Title: Vice President

 

 

By:

/s/  
STEVEN PALEY      
Steven Paley
Title: First Vice President

12


    THE BANK OF NEW YORK

 

 

By:

/s/  
ERNEST FUNG      
Ernest Fung
Title: Vice President

13


    THE BANK OF NOVA SCOTIA

 

 

By:

/s/  
MANA GING      
Mana Ging
Title: Director

14


    BANCA NAZIONALE DEL LAVORO S.P.A.—NEW YORK BRANCH

 

 

By:

/s/  
FREDERIC W. HALL      
Frederic W. Hall
Title: Vice President

 

 

By:

/s/  
LEONARDO VALENTINI      
Title

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    CREDIT INDUSTRIEL ET COMMERCIAL

 

 

By:

/s/  
ERIC LONGUET      
Eric Longuet
Title: Vice President

 

 

By:

/s/  
ERIC DULOT      
Eric Dulot
Title: Vice President

16


    BANK ONE N.A.

 

 

By:

/s/  
JOSEPH PINZONE      
Joseph Pinzone
Title: Director

17


    HSBC BANK USA

 

 

By:

/s/  
DIANE M. ZIESKE      
Diane M. Zieske
Title: First Vice President

18


    WACHOVIA BANK N.A.

 

 

By:

/s/  
DAVID DRIGGERS      
Title: Managing Director

19


    THE NORTHERN TRUST COMPANY

 

 

By:

/s/  
KAREN E. DAHL      
Karen E. Dahl
Title: Vice President

20


    SAN PAOLO IMI SPA

 

 

By:

/s/  
CARLO PERSICO      
Carlo Persico
Title: CEO of the Americas

 

 

By:

/s/  
ETTORE VIAZZO      
Ettore Viazzo
Title: Vice President

21


    THE BANK OF TOKYO-MITSUBISHI, LTD.,
    NEW YORK BRANCH

 

 

By:

/s/  
JEFFREY K. STANTON      
Title: Authorized Signatory

22


    BNP PARIBAS

 

 

By:

/s/  
ARNAUD COLLIN DU BOCAGE      
Arnaud Collin du Bocage
Title: Managing Director

 

 

By:

/s/  
RICHARD PACE      
Richard Pace
Title: Director

23


    BANCA INTESA, NEW YORK BRANCH
as successor to
INTESABCI, NEW YORK BRANCH

 

 

By:

/s/  
J. DICKERHOF      
J. Dickerhof
Title: VP

 

 

By:

/s/  
F. MAFFEI      
F. Maffei
Title: VP

24


    KBC BANK N.V.

 

 

By:

 
     
Title

 

 

By:

 
     
Title

25


    UFJ BANK LTD

 

 

By:

/s/  
RUSSELL BOHNER      
Title: Vice President

26


    BANCA MONTE DEI PASCHI BELGLO S.A.

 

 

By:

 
      /s/        
Title

 

 

By:

 
      /s/        
Title

27


    NORDDEUTSCHE LANDESBANK GIROZENTRALE

 

 

By:

/s/  
STEPHANIE FINNEN      
Stephanie Finnen
Title: Vice President

 

 

By:

/s/  
JOSEF HAAS      
Josef Haas
Title: Vice President

28


    SUNTRUST BANK, ATLANTA

 

 

By:

/s/  
FRANK A. COE      
Title: V.P.

29


    CREDIT AGRICOLE INDOSUEZ

 

 

By:

 
      /s/        
Title

 

 

By:

 
      /s/        
Title

30


    BANCA POPOLARE DI MILANO

 

 

By:

/s/  
GIORGIO CUCCOLO      
Giorgio Cuccolo
EVP & General Manager

 

 

By:

/s/  
ROBERT DESANTES      
Robert DeSantes
VP & Head of Corporate Banking

31


    GE CAPITAL CFE, INC.

 

 

By:

/s/  
W. JEROME MCDERMOTT      
W. Jerome McDermott
Title: Duly Authorized Signatory

32


    UNI CREDITO ITALIANO S.P.A.

 

 

By:

/s/  
CHRISTOPHER ELDIN      
Christopher Eldin
Title: FVP & Deputy Manager

 

 

By:

/s/  
CHARLES MICHAEL      
Charles Michael
Title: Vice President

33


    BANK AUSTRIA AKTIENGESELLSCHAFT

 

 

By:

/s/  
LAURA A. DEPERSIS      
Laura A. DePersis
Title: Vice President

 

 

By:

/s/  
DIANE B. VACCARO      
Diane B. Vaccaro
Title: Vice President

34




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WAIVER TO GLOBAL REVOLVING CREDIT AGREEMENT (5-YEAR)