SECOND AMENDMENT
SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
July 21, 1995, 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 HOLDINGS (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 3.01(b) of the Credit Agreement is hereby amended by
(i) deleting the reference to "3/8 of 1%" appearing therein and inserting
the reference to "1/4 of 1%" in lieu thereof and (ii) deleting the reference
to "1/4 of 1%" appearing therein and inserting the reference to "1/8 of 1%"
in lieu thereof.
2. The definition of "Applicable Margin" appearing in Section 10.01
of the Credit Agreement is hereby amended by deleting Table B contained therein
in its entirety and inserting the following new Table B in lieu thereof:
Table B
Eurodollar
Applicable Rating Base Rate CD Rate Rate
Period Margin Margin Margin
Category A Period 0% .625% .5%
Category B Period 0% .75% .625%
Category C Period 0% .875% .75%
Category D Period 0% 1.125% 1%
Category E Period .125% 1.25% 1.125%
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, the Agent and each of the 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 Consent 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 HOLDINGS (NZ)
LIMITED
By s/Xxxxxxx X. Xxxxxx
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/Xxxx X. Xxxxxx
Title: Vice President
By s/Xxxxx X. Xxxxx
Title: AVP
THE BANK OF NOVA SCOTIA
By s/Xxxxxxx Xxxxxxxx
Title: Vice President
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. (CAROLINAS)
By s/Xxxxx X. Xxxxxxx
Title: Vice President
UNITED JERSEY BANK
By s/Xxxxxxxx X. Xxxx
Title: Vice President & Regional
Manager
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By s/Xxxxxxxxx Xxxxxxx
Title: Vice President
By s/
Title:
CREDIT LYONNAIS, NEW YORK
BRANCH
By s/Xxxx X. Xxxxxxx
Title: Vice President & Manger
CORESTATES BANK, N.A.
By s/Xxxxxx X. XxXxxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF
BOSTON
By s/ Xxxxx Xxxxxx
Title: Director
FLEET BANK N.A.
By s/Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
THE NORTHERN TRUST COMPANY
By s/ Xxxxxxx X. Xxxxxx
Title: Vice President
TORONTO DOMINION (NEW YORK),INC.
By s/ Xxxxx Xxxxxx
Title: Vice President
MIDLAND BANK PLC (NEW YORK
BRANCH)
By s/ Xxxxxxxx Xxxxxxx
Title: Authorized Signatory
