LETTER AMENDMENT
Exhibit 10.2
LETTER AMENDMENT
Dated as of June 13, 2007
To the banks, financial institutions
and other institutional lenders
(collectively, the “Lenders”) parties
to the Credit Agreement referred to
below and to Citicorp USA, Inc., as agent
(the “Agent”) for the Lenders
Ladies and Gentlemen:
Reference is made to the Five Year Credit Agreement dated as of July 26, 2005 (the “Credit Agreement”) among Sealed Air Corporation (the “Company”), Sealed Air Corporation (US), Cryovac, Inc., Sealed Air Luxembourg S.C.A., the banks and other financial institutions and the initial issuing banks listed on the signature pages thereof, and Citicorp USA, Inc., as agent (the “Agent”) for the Lenders. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.
It is hereby agreed by you and us as follows:
The definition of “Subsidiary Guaranty Release Date” in Section 1.01 of the Credit Agreement is, effective as of the date of this Letter Amendment, hereby amended in full to read as follows:
“Subsidiary Guaranty Release Date” means June 13, 2007.
The Company hereby certifies that, as of the date hereof, the representations and warranties contained in Section 4.01 of the Credit Agreement are correct (other than representation and warranty set forth in the last sentence of Section 4.01(e) of the Credit Agreement) and no event has occurred and is continuing that constitutes a Default.
This Letter Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Letter Amendment executed by the undersigned and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Letter Amendment. This Letter Amendment is subject to the provisions of Section 9.01 of the Credit Agreement, and shall constitute a Loan Document for all purposes under the Credit Agreement.
On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment.
The Credit Agreement and the Notes and each of the other Loan Documents, as specifically amended by this Letter Amendment, are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.
If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least two counterparts of this Letter Amendment to Susan L. Hobart, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022.
This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment .
This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
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| Very truly yours, | |
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| SEALED AIR CORPORATION |
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| By: | /s/ Tod S. Christie |
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| Tod S. Christie |
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| Treasurer |
Agreed to as of June 13, 2007
CITICORP USA, INC., as Agent and as Lender
| By: | /s/ Hugo Arias |
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| Name: | Hugo Arias |
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| Title: | Vice President |
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| By: | /s/ Jeff Hallmark |
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| Name: | Jeff Hallmark |
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| Title: | Senior Vice President |
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BNP PARIBAS
| By: | /s/ Richard Pace |
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| Name: | Richard Pace |
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| Title: | Managing Director |
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| By: | /s/ Nanette Baudon |
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| Name: | Nanette Baudon |
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| Title: | Vice President |
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ABN AMRO BANK N.V.
| By: | /s/ Andre Nel |
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| Name: | Andre Nel |
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| Title: | Managing Director |
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| By: | /s/ Nancy Lanzoni |
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| Name: | Nancy Lanzoni |
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| Title: | Director |
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CALYON NEW YORK BRANCH
| By: | /s/ Rod Hurst |
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| Name: | Rod Hurst |
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| Title: | Managing Director |
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| By: | /s/ Yuri Muzichenko |
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| Name: | Yuri Muzichenko |
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| Title: | Director |
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BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
| By: | /s/ Chimie T. Pemba |
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| Name: | Chimie T. Pemba |
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| Title: | Assistant Vice President |
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MORGAN STANLEY BANK
| By: | /s/ Daniel Twenge |
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| Name: | Daniel Twenge |
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| Title: | Authorized Signatory |
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| Morgan Stanley Bank |
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COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.,
“RABOBANK INTERNATIONAL”,
NEW YORK BRANCH
| By: | /s/ Michalene Donegan |
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| Name: | Michalene Donegan |
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| Title: | Executive Director |
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| By: | /s/ Rebecca Morrow |
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| Name: | Rebecca Morrow: |
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| Title: | Executive Director |
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MIZUHO CORPORATE BANK, LTD.
| By: | /s/ Raymond Ventura |
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| Name: | Raymond Ventura |
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| Title: | Deputy General Manager |
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SUNTRUST BANK
| By: | /s/ Bart Dorough |
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| Name: | Bart Dorough |
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| Title: | Vice President |
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THE ROYAL BANK OF SCOTLAND PLC
| By: | /s/ L. Peter Yetman |
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| Name: | L. Peter Yetman |
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| Title: | Senior Vice President |
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CREDIT SUISSE, CAYMAN ISLANDS BRANCH
| By: | /s/ Jay Chall |
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| Name: | Jay Chall |
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| Title: | Director |
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| By: | /s/ Alain Schmid |
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| Name: | Alain Schmid |
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| Title: | Assistant Vice President |
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BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
| By: | /s/ Emilio de las Heras |
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| Name: | Emilio de las Heras |
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| Title: | Head of New York |
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| By: |
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| Name: |
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JPMORGAN CHASE BANK, N.A.
| By: | /s/ Peter S. Predun |
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| Name: | Peter S. Predun |
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| Title: | Executive Director |
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INTESA SANPAOLO S.P.A.
| By: | /s/ Renato Carducci |
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| Name: | Renato Carducci |
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| Title: | General Manager |
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| By: | /s/ Luca Sacchi |
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| Name: | Luca Sacchi |
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| Title: | Vice President |
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MERRILL LYNCH BANK USA
| By: | /s/ Derek Befus |
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| Name: | Derek Befus |
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| Title: | Vice President |
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LEHMAN COMMERCIAL PAPER INC.
| By: | /s/ Ahuva Schwager |
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| Name: | Ahuva Schwager |
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| Title: |
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ALLIED IRISH BANK P.L.C.
| By: | /s/ Ray Alcock |
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| Name: | Ray Alcock |
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| Title: | Manager |
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| By: | /s/ Ian Campion |
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| Name: | Ian Campion |
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| Title: | Manager |
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