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                                                                    EXHIBIT 10.1
                                                                [CONFORMED COPY]


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                   GLOBAL REVOLVING CREDIT AGREEMENT (364-DAY)

                                      AMONG

                             SEALED AIR CORPORATION,

                          CERTAIN OF ITS SUBSIDIARIES,
                                    INCLUDING
                           SEALED AIR CORPORATION (US)

                                       AND

                                 CRYOVAC, INC.,

                             BANK OF AMERICA, N.A.,
                            as Administrative Agent,

                         BANC OF AMERICA SECURITIES LLC,
                        as Lead Arranger and Book Manager

                                       AND

                             THE BANKS PARTY HERETO

                           --------------------------

                           Dated as of March 23, 2001

                           --------------------------




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                              FLEET NATIONAL BANK,
                              as Syndication Agent

                                       AND

                                 CITIBANK, N.A.,
                        CREDIT LYONNAIS NEW YORK BRANCH,
                                       AND
                                DEUTSCHE BANK AG,
                             as Documentation Agent,


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                                TABLE OF CONTENTS

Parties.......................................................................1

SECTION 1.            AMOUNT AND TERMS OF CREDIT..............................1

      Section 1.01.   The Commitments.........................................1
      Section 1.02.   Minimum Amount of Each Borrowing........................6
      Section 1.03.   Notice of Borrowing.....................................6
      Section 1.04.   Bid Loans...............................................7
      Section 1.05.   Disbursement of Funds..................................11
      Section 1.06.   Notes..................................................12
      Section 1.07.   Conversions............................................13
      Section 1.08.   Pro Rata Borrowings....................................13
      Section 1.09.   Interest...............................................13
      Section 1.10.   Interest Periods.......................................15
      Section 1.11.   Increased Costs, Illegality, etc.......................16
      Section 1.12.   Compensation...........................................18
      Section 1.13.   Change of Lending Office...............................18
      Section 1.14.   Replacement of Banks...................................18
      Section 1.15.   Compensation...........................................19
      Section 1.16.   Substitution of Euro for National Currency.............20
      Section 1.17.   Increase in Commitments................................20

SECTION 2.            LETTERS OF CREDIT......................................20

      Section 2.01.   Letters of Credit......................................20
      Section 2.02.   Minimum Stated Amount..................................21
      Section 2.03.   Letter of Credit Requests..............................22
      Section 2.04.   Letter of Credit Participations........................22
      Section 2.05.   Agreement to Repay Letter of Credit Drawings...........24
      Section 2.06.   Increased Costs........................................24

SECTION 3.            FEES; REDUCTIONS OF COMMITMENTS........................25

      Section 3.01.   Fees...................................................25
      Section 3.02.   Voluntary Reduction of Commitments.....................26
      Section 3.03.   Mandatory Reduction of Commitments.....................27

SECTION 4.            PREPAYMENTS; PAYMENTS..................................27

      Section 4.01.   Voluntary Prepayments..................................27
      Section 4.02.   Mandatory Prepayments..................................27
      Section 4.03.   Method and Place of Payment............................28
      Section 4.04.   Net Payments...........................................29

SECTION 5.            CONDITIONS PRECEDENT...................................32


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      Section 5.01.   Conditions to Effective Date and Credit Events on the
                          Effective Date.....................................32
      Section 5.02.   Conditions as to All Credit Events.....................33
      Section 5.03.   Subsidiary Borrowers, etc..............................34

SECTION 6.            REPRESENTATIONS, WARRANTIES AND AGREEMENTS.............35

      Section 6.01.   Status.................................................35
      Section 6.02.   Power and Authority....................................35
      Section 6.03.   No Violation...........................................35
      Section 6.04.   Governmental Approvals.................................36
      Section 6.05.   Financial Statements; Financial Condition..............36
      Section 6.06.   Litigation.............................................36
      Section 6.07.   True and Complete Disclosure...........................37
      Section 6.08.   Use of Proceeds; Margin Regulations....................37
      Section 6.09.   Tax Returns and Payments...............................37
      Section 6.10.   Compliance with ERISA..................................37
      Section 6.11.   Subsidiaries...........................................38
      Section 6.12.   Compliance with Statutes, etc..........................38
      Section 6.13.   Environmental Matters..................................38
      Section 6.14.   Investment Company Act.................................38
      Section 6.15.   Public Utility Holding Company Act.....................38
      Section 6.16.   Patents, Licenses, Franchises and Formulas.............39
      Section 6.17.   Properties.............................................39
      Section 6.18.   Labor Relations........................................39

SECTION 7.            AFFIRMATIVE COVENANTS..................................39

      Section 7.01.   Information Covenants..................................39
      Section 7.02.   Books, Records and Inspections.........................40
      Section 7.03.   Maintenance of Insurance...............................40
      Section 7.04.   Corporate Franchises...................................40
      Section 7.05.   Compliance with Statutes, etc..........................41
      Section 7.06.   ERISA..................................................41
      Section 7.07.   Performance of Obligations.............................41
      Section 7.08.   Additional Guarantors..................................41

SECTION 8.            NEGATIVE COVENANTS.....................................42

      Section 8.01.   Interest Coverage Ratio................................42
      Section 8.02.   Leverage Ratio.........................................42
      Section 8.03.   Liens..................................................42
      Section 8.04.   Subsidiary Indebtedness................................44
      Section 8.05.   Limitations on Acquisitions............................44
      Section 8.06.   Mergers and Consolidations.............................45
      Section 8.07.   Asset Sales............................................45
      Section 8.08.   Business...............................................46
      Section 8.09.   Limitation on Asset Transfers to Foreign Subsidiaries..46

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SECTION 9.            EVENTS OF DEFAULT......................................46

      Section 9.01.   Payments...............................................46
      Section 9.02.   Representations, etc...................................46
      Section 9.03.   Covenants..............................................46
      Section 9.04.   Default Under Other Agreements.........................46
      Section 9.05.   Bankruptcy, etc........................................47
      Section 9.06.   ERISA..................................................47
      Section 9.07.   Judgments..............................................47
      Section 9.08.   Guaranty...............................................48
      Section 9.09.   Change of Control......................................48

SECTION 10.           DEFINITIONS AND ACCOUNTING TERMS.......................48

      Section 10.01.  Defined Terms..........................................48
      Section 10.02.  Principles of Construction.............................66

SECTION 11.           THE ADMINISTRATIVE AGENT...............................66

      Section 11.01.  Appointment and Authorization of Administrative Agent..66
      Section 11.02.  Delegation of Duties...................................67
      Section 11.03.  Liability of Administrative Agent......................67
      Section 11.04.  Reliance by Administrative Agent.......................67
      Section 11.05.  Notice of Default......................................68
      Section 11.06.  Credit Decision; Disclosure of Information by
                          Administrative Agent...............................68
      Section 11.07.  Indemnification........................................69
      Section 11.08.  Administrative Agent in its Individual Capacity........69
      Section 11.09.  Successor Administrative Agent.........................69
      Section 11.10.  Other Agents; Lead Managers............................70

SECTION 12.           GUARANTY...............................................70

      Section 12.01.  The Guaranty...........................................70
      Section 12.02.  Bankruptcy.............................................71
      Section 12.03.  Nature of Liability....................................71
      Section 12.04.  Independent Obligation.................................71
      Section 12.05.  Authorization..........................................71
      Section 12.06.  Reliance...............................................72
      Section 12.07.  Subordination..........................................72
      Section 12.08.  Waiver.................................................73
      Section 12.09.  Nature of Liability....................................73
      Section 12.10.  Judgments Binding......................................74

SECTION 13.           MISCELLANEOUS..........................................74

      Section 13.01.  Payment of Expenses, Etc...............................74
      Section 13.02.  Right of Setoff........................................75
      Section 13.03.  Notices................................................75

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      Section 13.04.  Benefit of Agreement, Etc..............................76
      Section 13.05.  No Waiver; Remedies Cumulative.........................77
      Section 13.06.  Payments Pro Rata......................................77
      Section 13.07.  Calculations; Computations.............................78
      Section 13.08.  Governing Law; Submission to Jurisdiction; Venue;
                          Waiver of Jury Trial...............................78
      Section 13.09.  Counterparts...........................................80
      Section 13.10.  Effectiveness..........................................80
      Section 13.11.  Headings Descriptive...................................80
      Section 13.12.  Amendment or Waiver; etc...............................80
      Section 13.13.  Survival...............................................81
      Section 13.14.  Domicile of Loans......................................81
      Section 13.15.  Confidentiality........................................82
      Section 13.16.  Register...............................................82
      Section 13.17.  Judgment Currency......................................83
      Section 13.18.  Release of Subsidiary Guaranty.........................83

Signature Pages.............................................................. 1

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SCHEDULE 1.01          Commitments
SCHEDULE 6.11          Subsidiaries
SCHEDULE 8.04(b)       Existing Indebtedness

EXHIBIT A-1            Notice of Borrowing
EXHIBIT A-2            Notice of Bid Borrowing
EXHIBIT B-1            Revolving Note
EXHIBIT B-2            Bid Note
EXHIBIT B-3            Local Currency Note
EXHIBIT B-4            Swingline Note
EXHIBIT C              Letter of Credit Request
EXHIBIT D              Section 4.04(b)(ii) Certificate
EXHIBIT E-1            Form of Opinion of Counsel
EXHIBIT E-2            Form of Opinion of Counsel
EXHIBIT F-1            Secretary's Certificate for each of the Borrowers
EXHIBIT F-2            Officer's Certificate for each of the Borrowers
EXHIBIT G              Assignment and Assumption Agreement
EXHIBIT H              Election to Become a Subsidiary Borrower
EXHIBIT I              Local Currency Addendum
EXHIBIT J              Local Currency Designation and Assignment Agreement
EXHIBIT K              Subsidiary Guarantee Agreement
EXHIBIT L              Notice of Election to Terminate
EXHIBIT M              Calculation of MLA Costs
EXHIBIT N              Commitment Amount Increase Request


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<PAGE>

      GLOBAL REVOLVING CREDIT AGREEMENT (364-DAY), dated as of March 23, 2001,
among SEALED AIR CORPORATION, a Delaware corporation (the "COMPANY"), SEALED AIR
CORPORATION (US), a Delaware corporation, and CRYOVAC, INC., a Delaware
corporation ("CRYOVAC"), the other Subsidiaries listed on the signature pages
hereto as the initial Subsidiary Borrowers (together with the Company and any
additional Subsidiary Borrowers, the "BORROWERS," and each, a "BORROWER"), the
Company and certain Domestic Subsidiaries, as guarantors, the Banks party hereto
from time to time, BANK OF AMERICA, N.A., as Administrative Agent, and BANC OF
AMERICA SECURITIES LLC, as Lead Arranger and Book Manager. All capitalized terms
used herein shall have the meanings provided in Section 10.


                                   WITNESSETH:

      WHEREAS, subject to and upon the terms and conditions set forth herein,
the Banks are willing to make available to the Borrowers the credit facilities
provided for herein;

      NOW, THEREFORE, IT IS AGREED:

SECTION 1.     AMOUNT AND TERMS OF CREDIT.

  SECTION 1.01. THE COMMITMENTS. (a) Subject to and upon the terms and
conditions set forth herein, each Bank severally agrees to make, at any time and
from time to time on or after the Effective Date and prior to the Final Maturity
Date, a loan or loans (each, a "REVOLVING LOAN" and, collectively, the
"REVOLVING LOANS") to one or more Borrowers, which Revolving Loans:

            (i) shall, at the option of the requesting Borrower, be either Base
      Rate Loans or Eurocurrency Loans, PROVIDED that all Revolving Loans made
      as part of the same Borrowing shall, unless otherwise specifically
      provided herein, be of the same Type;

            (ii) may be in Dollars or Eurocurrencies, at the option of the
      requesting Borrower;

            (iii) may be repaid and reborrowed in accordance with the provisions
      hereof;

            (iv) of any Bank at any time outstanding shall not have an aggregate
      Original Dollar Amount which, when added to the product of (x) such Bank's
      Percentage and (y) the sum of (I) the Original Dollar Amount of all
      Swingline Loans (exclusive of Swingline Loans which are repaid with the
      proceeds of, and simultaneously with the respective incurrence of, the
      Revolving Loans then being incurred) then outstanding and (II) the
      aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid
      Drawings which are repaid with the proceeds of, and simultaneously with
      the incurrence of, the Revolving Loans then being incurred) at such time
      exceeds the Revolving Loan Commitment of such Bank (after giving effect to
      any simultaneous reinstatement in the

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      Revolving Loan Commitment of such Bank on such date pursuant to Section
      1.01(d)(i)) at such time); and

            (v) for all Banks at any time outstanding shall not have an
      aggregate Original Dollar Amount which, when added to the sum of (I) the
      aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid
      Drawings which are repaid with the proceeds of, and simultaneously with
      the incurrence of, the Revolving Loans then being incurred) at such time,
      (II) the Original Dollar Amount of all Swingline Loans (exclusive of
      Swingline Loans which are repaid with the proceeds of, and simultaneously
      with the respective incurrence of, the Revolving Loans then being
      incurred) then outstanding and (III) the aggregate principal amount of all
      Bid Loans (exclusive of Bid Loans which are repaid with the proceeds of,
      and simultaneously with the respective incurrence of, the Revolving Loans
      then being incurred) then outstanding, exceeds the Total Revolving Loan
      Commitment (after giving effect to any simultaneous increase in the Total
      Revolving Loan Commitment on such date pursuant to Section 1.01(d)(i)) at
      such time.

      (b)   Subject to and upon the terms and conditions set forth herein, Bank
of America in its individual capacity and the CAD Swingline Lender in its
individual capacity each agrees (severally, not jointly) to make, at any time
and from time to time on or after the Effective Date and prior to the Swingline
Expiry Date, a Swingline Loan or Swingline Loans, which Swingline Loans (i) if
made by Bank of America, shall be made to the Company and maintained in Dollars
as Base Rate Loans or at a fixed rate (for a period not to exceed 30 days) as
quoted by Bank of America and acceptable to the Company (each a "USD OFFERED
RATE LOAN") and, if made by the CAD Swingline Lender, shall be made to Sealed
Air (Canada) and (subject to Section 1.01(c)) maintained in Canadian Dollars as
Base Rate Loans or at a fixed rate (for a period not to exceed 30 days) as
quoted by the CAD Swingline Lender and acceptable to the Company (each a "CAD
OFFERED RATE LOAN"), (ii) may be repaid and reborrowed in accordance with the
provisions hereof, (iii) shall not exceed an Original Dollar Amount which, when
added to the sum of (I) the Original Dollar Amount of all Revolving Loans
(exclusive of Revolving Loans which are repaid with the proceeds of, and
simultaneously with the respective incurrence of, the Swingline Loans then being
incurred) then outstanding, (II) the aggregate principal amount of all Bid Loans
outstanding at such time (exclusive of Bid Loans which are repaid with the
proceeds of, and simultaneously with the respective incurrence of, the Swingline
Loans then being incurred), (III) the Original Dollar Amount of all Swingline
Loans then outstanding (exclusive of Swingline Loans which are repaid with the
proceeds of, and simultaneously with the respective incurrence of, the Swingline
Loans then being incurred) and (IV) the aggregate amount of all Letter of Credit
Outstandings at such time (exclusive of Unpaid Drawings which are repaid with
the proceeds of, and simultaneously with the incurrence of, the Swingline Loan
then being incurred), equals the Total Revolving Loan Commitment (after giving
effect to any simultaneous reinstatement in the Total Revolving Loan Commitment
on such date pursuant to Section 1.01(d)(i)) at such time and (iv) in the case
of Bank of America, shall not exceed the Maximum Swingline Amount and, in the
case of the CAD Swingline Lender, shall not exceed an Original Dollar Amount of
$50,000,000. No Swingline Lender will make a Swingline Loan after it has
received written notice from the Required Banks stating that a Default exists
and specifically requesting that it not make any Swingline Loans, PROVIDED that
the Swingline Lenders may continue making Swingline Loans at such time
thereafter as the Default in question


                                      -2-
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has been cured or waived in accordance with the requirements of this Agreement
or the Required Banks have withdrawn the written notice described above in this
sentence. In addition, no Swingline Lender shall be obligated to make any
Swingline Loan at a time when a Bank Default exists unless such Swingline Lender
shall have entered into arrangements satisfactory to it and the Company to
eliminate such Swingline Lender's risk with respect to the Bank which is the
subject of such Bank Default, including by cash collateralizing such Bank's
Percentage of the outstanding Swingline Loans.

      (c)   On any Business Day, either Swingline Lender may, in its sole
discretion, give written notice to the Banks that its outstanding Swingline
Loans (the outstanding principal amount of which (after conversion to Dollars,
in the case of the CAD Swingline Lender, as contemplated below) shall be
specified in such notice) shall be funded with a Borrowing of Revolving Loans
(PROVIDED that in the case of Swingline Loans made by Bank of America such
notice shall be deemed to have been automatically given upon the occurrence of a
Default under Section 9.05 or upon the exercise of any of the remedies provided
in the last paragraph of Section 9), in which case a Borrowing of Revolving
Loans constituting Base Rate Loans (each such Borrowing, a "MANDATORY
BORROWING") shall be made, in the case of Swingline Loans made by Bank of
America, on the immediately succeeding Business Day and, in the case of
Swingline Loans made by the CAD Swingline Lender, on the second succeeding
Business Day, in each case by all Banks (without giving effect to any reductions
of the Commitments pursuant to the last paragraph of Section 9) PRO RATA based
on each such Bank's Percentage (subject to the availability of Revolving Loans
as provided in Section 1.01(a)(iv)), and the proceeds thereof shall be applied
directly to the applicable Swingline Lender to repay such Swingline Lender for
such outstanding Swingline Loans. The CAD Swingline Lender shall, immediately
prior to giving a notice of a Mandatory Borrowing as provided in the immediately
preceding sentence, convert its outstanding Swingline Loans from Canadian
Dollars to Dollars effective as of the date of the Mandatory Borrowing using the
U.S. Dollar Equivalent. From and after the date of the Mandatory Borrowing all
Swingline Loans made by the CAD Swingline Lender for which a notice of Mandatory
Borrowing has been delivered shall be denominated in Dollars and shall be Base
Rate Loans. Each Bank hereby irrevocably agrees to make Revolving Loans upon the
notice provided in this Section 1.01(c) pursuant to each Mandatory Borrowing in
the amount and in the manner specified in the first sentence of this Section
1.01(c) and on the date specified in writing by a Swingline Lender
notwithstanding (i) the amount of the Mandatory Borrowing may not comply with
the minimum amount for Borrowings otherwise required hereunder, (ii) any
condition specified in Section 5 may not then be satisfied, (iii) the existence
of any Default, (iv) the date of such Mandatory Borrowing and (v) the amount of
the Total Revolving Loan Commitment at such time. In the event that any
Mandatory Borrowing cannot for any reason be made on the date otherwise required
above (including, without limitation, as a result of the commencement of a
proceeding under the Bankruptcy Code with respect to the Company), then each
Bank hereby agrees that it shall forthwith purchase (as of the date the
Mandatory Borrowing would otherwise have occurred and in the amount such Bank
would have advanced under such Mandatory Borrowing, but adjusted for any
payments received from the Company or Sealed Air (Canada), as applicable, on or
after such date and prior to such purchase from such Swingline Lender (without
recourse or warranty)) such participations in the outstanding Swingline Loans as
shall be necessary to cause the Banks to share in such Swingline Loans ratably
based upon their respective Percentages, PROVIDED that (x) all interest payable
on the


                                      -3-
<PAGE>

Swingline Loans shall be for the account of the applicable Swingline Lender
until the date the respective participation is required to be purchased and, to
the extent attributable to the purchased participation, shall be payable to the
participant from and after such date, (y) at the time any purchase of
participations pursuant to this sentence is actually made, the purchasing Bank
shall be required to pay the applicable Swingline Lender interest on the
principal amount of participation purchased for each day from and including the
day upon which the Mandatory Borrowing would otherwise have occurred to but
excluding the date of payment for such participation, at the overnight Federal
Funds Rate for the first three days and at the rate otherwise applicable to
Revolving Loans maintained as Base Rate Loans for each day thereafter and (z)
each Bank that so purchases a participation in a Swingline Loan shall thereafter
be entitled to receive its PRO RATA share of each payment of principal received
on such Swingline Loan; PROVIDED FURTHER that no Bank shall be obligated to
acquire a participation in a Swingline Loan if a Default shall have occurred and
be continuing at the time such Swingline Loan was made and the applicable
Swingline Lender had received written notice from the Required Banks in
accordance with Section 1.01(b) above prior to advancing such Swingline Loan.

      (d)   (i) The Company may from time to time request any Bank to agree, or
to arrange for a Local Affiliate of such Bank to agree, to provide a Local
Currency Commitment to any Subsidiary Borrower or to the Company (i) with
respect to any currency which the Company has previously requested be designated
an Eurocurrency and which request the Banks denied or (ii) if it is beneficial
to the Company or such Subsidiary Borrower to avoid withholding tax to borrow
Loans directly from a Bank (or a Local Affiliate of a Bank) in a foreign
country, PROVIDED, that the sum of the aggregate amount of Local Currency
Commitments in effect at any one time may not exceed $100,000,000. If a Bank is
willing, in its sole discretion, to provide such a Local Currency Commitment, or
is willing, in its sole discretion, to arrange to have a Local Affiliate of such
Bank provide such a Local Currency Commitment, then such Bank and such
Subsidiary Borrower or the Company, as applicable, shall execute and deliver to
the Administrative Agent a Local Currency Addendum, or, if such Bank has
arranged to have such Local Affiliate provide such a Local Currency Commitment,
such Local Affiliate, such Bank and such Subsidiary Borrower or the Company, as
applicable, shall execute and deliver to the Administrative Agent a Local
Currency Designation and Assignment Agreement. Such Local Currency Commitment
shall be designated in Dollars. A Bank's Revolving Loan Commitment shall be
automatically reduced to the extent that such Bank or any Local Affiliate of
such Bank has from time to time in effect any Local Currency Commitment and such
Bank's Revolving Loan Commitment shall be automatically reinstated to the extent
that any such Local Currency Commitment expires or is terminated either in whole
or in part, unless at the time of such expiration or termination the Revolving
Loan Commitments of all Banks have terminated (in which case such Bank's
Revolving Loan Commitment shall not be reinstated to any extent), by (i) 100% of
such Local Currency Commitment, if there has been no reduction in the Total
Revolving Loan Commitment from the date such Local Currency Commitment went into
effect or (ii) such lesser percentage of such Local Currency Commitment that
equals the quotient (expressed as a percentage) obtained by dividing the Total
Revolving Loan Commitment as in effect on such day by the Total Revolving Loan
Commitment as in effect on the day such Local Currency Commitment went into
effect, if there has been a reduction in the Total Revolving Loan Commitment
from the date such Local Currency Commitment went into effect. The Bank
providing (whether directly or through its Local Affiliate) such Local Currency
Commitment and the relevant Subsidiary


                                      -4-
<PAGE>

Borrower or the Company, as applicable, shall provide the Administrative Agent
five Business Days prior notice of any change in the amount of any Bank's Local
Currency Commitment. Promptly upon receipt of such Notice, the Administrative
Agent shall calculate the amount of such Bank's Revolving Loan Commitment after
giving effect to such change. Upon its receipt of such notice, the
Administrative Agent will notify the Company and the Banks of such change.

      The Company may on five Business Days' written notice to the
Administrative Agent terminate in whole or in part any Local Currency Commitment
from time to time provided that after giving effect to such termination, the
Original Dollar Amount of all Local Currency Loans outstanding under such Local
Currency Commitment shall not exceed such Local Currency Commitment as so
reduced.

            (ii) Subject to and upon the terms and conditions set forth herein
      and in or pursuant to the applicable Local Currency Documentation, each
      Bank with a Local Currency Commitment and each Local Affiliate with a
      Local Currency Commitment severally agrees to make, at any time and from
      time to time on or after the Effective Date and prior to the Final
      Maturity Date (or such shorter period as may be specified in or pursuant
      to the applicable Local Currency Documentation), a loan or loans (each, a
      "LOCAL CURRENCY LOAN" and, collectively, the "LOCAL CURRENCY LOANS") to
      one or more Subsidiary Borrowers or the Company, as applicable, specified
      in the applicable Local Currency Documentation, which Local Currency Loans
      (A) shall not have an Original Dollar Amount exceeding the Local Currency
      Commitment specified in the applicable Local Currency Documentation, (B)
      may be repaid and reborrowed in accordance with the provisions hereof and
      of the applicable Local Currency Documentation, and (C) shall not have an
      Original Dollar Amount exceeding for all Banks and all such Local
      Affiliates at any time outstanding the Total Local Currency Commitment at
      such time.

            (iii) Each Local Currency Loan shall mature on such date, on or
      prior to the Final Maturity Date, as the applicable Borrower and Bank or
      such Bank's Local Affiliate shall agree prior to the making of such Local
      Currency Loan in or pursuant to the applicable Local Currency
      Documentation. Upon reaching agreement as to interest rate and maturity,
      unless any applicable condition specified in Section 5.02 hereof has not
      been satisfied, on the date agreed the applicable Bank or its Local
      Affiliate shall make the proceeds of such Local Currency Loan available to
      the relevant Borrower as provided in the applicable Local Currency
      Documentation. No Local Currency Documentation may waive, alter or modify
      any rights of the Administrative Agent or the other Banks under this
      Agreement, including, without limitation, the rights of the Banks under
      Section 9 hereof.

            (iv) Each Local Currency Designation and Assignment Agreement shall
      provide that the Bank executing such Local Currency Designation and
      Assignment Agreement is empowered to act as the applicable Local
      Affiliate's agent, with full power and authority to act on behalf of such
      Local Affiliate with respect to the transactions contemplated by this
      Agreement. Accordingly, each other Bank, the Administrative Agent, each
      Borrower and each Subsidiary Guarantor shall be conclusively entitled to
      rely on any actions taken by such Bank and any notice given by the
      Administrative Agent


                                      -5-
<PAGE>

      or any Borrower or Subsidiary Guarantor to such Bank shall be deemed to
      also have been delivered to such Local Affiliate. With regard to any
      matters relating to calculating a Bank's "Percentage" or the "Required
      Banks" or the unanimous vote of the Banks, any Local Currency Commitment
      and any outstanding Local Currency Loans provided by a Local Affiliate of
      a Bank shall be deemed to be Local Currency Commitments and Local Currency
      Loans, as applicable, of such Bank. Accordingly, a Local Affiliate shall
      not have the right to vote as a Bank hereunder but shall otherwise be
      entitled to the same rights and benefits hereunder as the Banks are
      entitled.

      (e) More than one Borrowing may occur on the same date, but at no time
shall there be outstanding more than twenty-five Borrowings of Eurocurrency
Loans.

  SECTION 1.02. MINIMUM AMOUNT OF EACH BORROWING. (a) The aggregate principal
amount of each Borrowing of Revolving Loans shall not be less than an Original
Dollar Amount of (i) with respect to Eurocurrency Loans, $2,000,000 and, if
greater, in integral multiples of 500,000 units of the relevant currency and
(ii) with respect to Base Rate Loans, $500,000 and, if greater, in integral
multiples of $50,000, PROVIDED THAT Mandatory Borrowings shall be made in the
amounts required by Section 1.01(c).

      (b) The aggregate principal amount of each Borrowing of Local Currency
Loans shall not be less than an Original Dollar Amount of $2,000,000 and, if
greater, shall be in an integral multiple of 50,000 units of the relevant
currency.

      (c) The aggregate principal amount of each Borrowing of Swingline Loans
shall not be less than an Original Dollar Amount of $500,000 and, if greater,
shall be in an integral multiple of 50,000 units of the relevant currency.

  SECTION 1.03. NOTICE OF BORROWING. (a) Whenever any Borrower desires to make a
Borrowing (other than of Local Currency Loans, Bid Loans, Swingline Loans or
Revolving Loans incurred pursuant to a Mandatory Borrowing) hereunder the
Company (but not any other Borrower) on behalf of itself or any other Borrower
shall give the Administrative Agent at its Notice Office at least (x) four
Business Days' prior written notice (or telephonic notice promptly confirmed in
writing) of each Eurocurrency Loan denominated in a Eurocurrency to be made
hereunder, (y) three Business Day's prior written notice (or telephonic notice
promptly confirmed in writing) of each Eurocurrency Loan denominated in Dollars
to be made hereunder and (z) same Business Day's written notice (or telephonic
notice promptly confirmed in writing) of each Base Rate Loan to be made
hereunder, PROVIDED that any such notice shall be deemed to have been given on a
certain day only if given before 11:00 A.M. (New York time) (12:00 Noon (New
York time) in the case of a Borrowing of Base Rate Loans) on such day. Each such
written notice (or written confirmation of any telephonic notice) (each a
"NOTICE OF BORROWING"), except as otherwise expressly provided in Section 1.11,
shall be irrevocable and shall be given by the Company in the form of Exhibit
A-1, appropriately completed to specify (i) the date of such Borrowing (which
shall be a Business Day), (ii) the aggregate principal amount of the Loans to be
made pursuant to such Borrowing, (iii) whether the Loans to be made pursuant to
such Borrowing are to be initially maintained as Base Rate Loans or Eurocurrency
Loans, (iv) the applicable Borrower, and (v) in the case of Eurocurrency Loans,
the initial Interest


                                      -6-
<PAGE>

Period and currency to be applicable thereto. The Administrative Agent shall
promptly give each Bank notice of such proposed Borrowing, of such Bank's
proportionate share thereof and of the other matters required by the immediately
preceding sentence to be specified in the Notice of Borrowing. Any notices and
the borrowing mechanics relating to Local Currency Loans shall be set forth in
the applicable Local Currency Documentation.

      (b) Whenever the Company or Sealed Air (Canada) desires to incur a
Swingline Loan hereunder, the Company shall give the applicable Swingline Lender
(and, in instances where the Swingline Lender is the CAD Swingline Lender, the
Administrative Agent as well) no later than 12:00 Noon (New York time) (i) in
the case of Swingline Loans to be made by Bank of America, on the day such
Swingline Loan is to be made and (ii) in the case of Swingline Loans to be made
by the CAD Swingline Lender, on the date at least two (2) Business Days before
the date such Swingline Loan is to be made, written notice or telephonic notice
promptly confirmed in writing of such Swingline Loan to be made hereunder. Each
such notice shall be irrevocable and specify in each case (I) the date of
Borrowing (which shall be a Business Day), (II) the aggregate principal amount
of the Swingline Loan to be made pursuant to such Borrowing and (III) whether
such Swingline Loan shall be made and maintained as a Base Rate Loan or an
Offered Rate Loan. If the Swingline Loan is being requested from the CAD
Swingline Lender, the CAD Swingline Lender shall calculate the Original Dollar
Amount of the requested Swingline Loan and promptly notify the Administrative
Agent of such amount (in writing or by telephone with prompt written
confirmation). The Administrative Agent shall promptly notify the CAD Swingline
Lender (in writing or by telephone with prompt written confirmation) if such
amount can be borrowed in compliance with the first sentence of Section 1.01(b).

      (c) Without in any way limiting the obligation of the Company on behalf of
itself or any other Borrower to confirm in writing any telephonic notice of any
Borrowing of Revolving Loans, Swingline Loans or Local Currency Loans, the
Administrative Agent or the applicable Swingline Lender, as the case may be, or,
in the case of Local Currency Loans, the applicable Bank, may act without
liability upon the basis of telephonic notice of such Borrowing, believed by the
Administrative Agent, the applicable Swingline Lender or the applicable Bank, as
the case may be, in good faith to be from a Senior Financial Officer of the
Company (or from any other officer of the Company designated in writing from
time to time by a Senior Financial Officer of the Company as a person entitled
to give telephonic notices hereunder), prior to receipt of written confirmation.
In each such case, the Administrative Agent's, the applicable Swingline
Lender's, or the applicable Bank's record of the terms of any such telephonic
notice of such Borrowing of Revolving Loans, Swingline Loans or Local Currency
Loans, as the case may be, shall be PRIMA FACIE correct. Each Subsidiary
Borrower irrevocably appoints the Company as its agent hereunder to issue
requests for Borrowings on its behalf under Section 1.03.

      (d) Mandatory Borrowings shall be made upon the notice specified in
Section 1.01(c), with the Company irrevocably agreeing, by its incurrence of any
Swingline Loan, to the making of Mandatory Borrowings as set forth in Section
1.01(c).

  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


                                      -7-
<PAGE>

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 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


                                      -8-
<PAGE>

      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 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


                                      -9-
<PAGE>

Company. Determinations by the Company of the amount of Bid Loans shall be
conclusive in the absence of demonstrable error.

            (iv) If the Company notifies the Administrative Agent that such Bid
      Borrowing is canceled pursuant to clause (A) of paragraph (iii) above, the
      Administrative Agent shall give prompt notice thereof to the Banks and
      such Bid Borrowing shall not be made.

            (v) If the Company accepts one or more of the offers made by any
      Bank or Banks pursuant to clause (B) of paragraph (iii) above, the
      Administrative Agent shall in turn promptly notify (A) each Bank that has
      made an offer as described in paragraph (ii) above of the date and
      aggregate amount of such Bid Borrowing and whether or not any offer or
      offers made by such Bank pursuant to paragraph (ii) above have been
      accepted by the Company and (B) each Bank that is to make a Bid Loan as
      part of such Bid Borrowing of the amount of each Bid Loan to be made by
      such Bank as part of such Bid Borrowing. Each Bank that is to make a Bid
      Loan as part of such Bid Borrowing shall, before 12:00 Noon (New York
      time) on the date of such Bid Borrowing specified in the notice received
      from the Administrative Agent pursuant to clause (A) of the preceding
      sentence, make available to the Administrative Agent at the Administrative
      Agent's Payment Office such Bank's portion of such Bid Borrowing, in same
      day funds. Unless the Administrative Agent determines that any applicable
      condition set forth in Section 5 has not been satisfied, the
      Administrative Agent will make available to the Company at the
      Administrative Agent's Payment Office the aggregate of the amounts so made
      available by the Banks prior to 1:00 P.M. (New York time) on such day, to
      the extent of funds actually received by the Administrative Agent prior to
      12:00 Noon (New York time).

            (vi) The acceptance by the Company of any offer made by any Bank
      pursuant to paragraph (iii) (B) above shall be irrevocable and binding on
      the Company.

      (b)   Within the limits and on the conditions set forth in this Section
1.04 (including, without limitation, the condition set forth in the proviso to
the first sentence of subsection (a) above), the Company may from time to time
borrow under this Section 1.04, repay or prepay pursuant to subsection (c)
below, and reborrow under this Section 1.04.

      (c)   The Company shall repay to the Administrative Agent for the account
of each Bank that has made a Bid Loan, or each other holder of a Bid Note, on
the maturity date of each Bid Loan (such maturity date being that specified by
the Company for repayment of such Bid Loan in the related Notice of Bid
Borrowing delivered pursuant to subsection (a)(i) above and provided in the Bid
Note, if any, evidencing such Bid Loan), the then unpaid principal amount of
such Bid Loan. The Company shall have no right to prepay any principal amount of
any Bid Loan unless, and then only on the terms, specified by the Company for
such Bid Loan in the related Notice of Bid Borrowing delivered pursuant to
subsection (a)(i) above.

      (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


                                      -10-
<PAGE>

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.

  SECTION 1.05. DISBURSEMENT OF FUNDS. No later than 12:00 Noon (New York time)
on the date specified in each Notice of Borrowing (or (x) in the case of Base
Rate Loans, no later than 2:00 p.m. (New York time), (y) in the case of
Swingline Loans denominated in Dollars, no later than 2:00 P.M. (New York time)
on the date specified in Section 1.03(b) or (z) in the case of Mandatory
Borrowings, no later than 12:00 Noon (New York time) on the date specified in
Section 1.01(c)), each Bank with a Revolving Loan Commitment will make available
through such Bank's applicable lending office its PRO RATA portion of each
Borrowing requested to be made on such date to the Administrative Agent (or, in
the case of Swingline Loans denominated in Dollars, Bank of America shall make
available the full amount thereof) in Dollars and in immediately available funds
at the Administrative Agent's Payment Office, unless such Borrowing is
denominated in currency other than Dollars, in which case each such Bank shall
make available its Loan comprising part of such Borrowing at such office as the
Administrative Agent has previously specified in a notice to each such Bank, in
such funds as are then customary for the settlement of international
transactions in such currency and no later than such local time as is necessary
for such funds to be received and transferred to the relevant Borrower for same
day value on the date of the Borrowing. The Administrative Agent, unless it
determines that any applicable condition in Section 5 has not been satisfied,
will make available to the respective Borrower of Loans denominated in Dollars
at the Administrative Agent's Payment Office the aggregate of the amounts so
made available by the Banks prior to 1:00 P.M. (New York time) (or 3:00 P.M.
(New York time) in the case of Base Rate Loans) on such day, to the extent of
funds actually received by the Administrative Agent prior to 12:00 Noon (New
York time) (or 2:00 P.M. (New York time) in the case of Base Rate Loans) and of
Loans denominated in a Eurocurrency at such office as the Administrative Agent
has previously agreed to with such Borrower the aggregate of the amounts so made
available by the Banks prior to 1:00 P.M. (local time) on such day, to the
extent of funds actually received by the Administrative Agent prior to 12:00
Noon (local time), in each case in the type of funds received by the
Administrative Agent from the Banks. The CAD Swingline Lender, unless it
determines that any applicable condition in Section 5 has not been satisfied,
will make available to Sealed Air (Canada) Swingline Loans denominated in
Canadian Dollars at its main office in Toronto (or such other location in Canada
as the CAD Swingline Lender and the Company shall agree) prior to 1:00 p.m.
(Toronto time) on the date such Swingline Loan is to be made. Unless the
Administrative Agent shall have been notified by any Bank prior to the date of
any Borrowing (including, for the purposes of the balance of this Section 1.05,
a Bid Borrowing) that such Bank does not intend to make available to the
Administrative Agent such Bank's portion of any Borrowing to be made on such
date, the Administrative Agent may assume that such Bank has made such amount
available to the Administrative Agent on such date of Borrowing and the
Administrative Agent may, in reliance upon such assumption, make available to
the respective Borrower a corresponding amount. If such corresponding amount is
not in fact made available to the Administrative Agent by such Bank, the
Administrative Agent shall be entitled to recover


                                      -11-
<PAGE>

such corresponding amount on demand from such Bank. If such Bank does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the respective Borrower
and such Borrower shall immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
on demand from such Bank or such Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to such Borrower until the
date such corresponding amount is recovered by the Administrative Agent, at a
rate per annum equal to (i) if recovered from such Bank, the overnight Federal
Funds Rate if such Loan is denominated in Dollars or the cost to the
Administrative Agent of acquiring and holding such funds for such period, if
such loan is denominated in a Eurocurrency and (ii) if recovered from such
Borrower, the rate of interest applicable to the respective Borrowing as
determined in accordance with Section 1.09 or 1.04(d), as the case may be.
Nothing in this Section 1.05 shall be deemed to relieve any Bank from its
obligation to fulfill its Commitments hereunder or to prejudice any rights which
any Borrower may have against any Bank as a result of any default by such Bank
hereunder. Each Bank making a Local Currency Loan to a Subsidiary Borrower shall
make the proceeds of such Local Currency Loan available to the relevant
Subsidiary Borrower in accordance with the applicable Local Currency
Documentation.

  SECTION 1.06. NOTES. (a) The Loans made by each Bank and Local Affiliate and
the Letters of Credit issued by the Issuing Agent shall be evidenced by one or
more accounts or records maintained by such Bank or the Issuing Agent, as the
case may be, in the ordinary course of business. The accounts or records
maintained by the Issuing Agent and each Bank shall be conclusive in the absence
of manifest error as to the amount of the Loans made by the Banks to the
Borrowers and the Letters of Credit issued for the account of the Company, and
the interest and payments thereon. Any failure to record or any error in doing
so shall not, however, limit or otherwise affect the obligation of the Borrowers
hereunder to pay any amount owing with respect to any Loan or any Letter of
Credit.

      (b)   Each Borrower's obligation to pay the principal of, and interest on,
all Loans made by a Bank or its Local Affiliate to such Borrower shall, upon
request by such Bank or its Local Affiliate, be evidenced (i) if Revolving
Loans, by a promissory note duly executed and delivered to such Bank by such
Borrower in the form of Exhibit B-1 with blanks appropriately completed in
conformity herewith (each, a "REVOLVING NOTE" and, collectively, the "REVOLVING
NOTES"), (ii) if Bid Loans, by a promissory note duly executed and delivered to
such Bank by the Company in the form of Exhibit B-2 with blanks appropriately
completed in conformity herewith (each, a "BID NOTE" and, collectively, the "BID
NOTES"), (iii) if Local Currency Loans, by a promissory note duly executed and
delivered by such Borrower to such Bank or its Local Affiliate substantially in
the form of Exhibit B-3 with blanks appropriately completed in conformity
herewith (each, a "LOCAL CURRENCY NOTE" and, collectively, the "LOCAL CURRENCY
NOTES") and (iv) if Swingline Loans, by a promissory note duly executed and
delivered by the Company to the applicable Swingline Lender substantially in the
form of Exhibit B-4 with blanks appropriately completed in conformity herewith
(the "SWINGLINE NOTE").

      (c)   Each Bank will, and will cause its Local Affiliates, if any, to note
on its or such Local Affiliate's internal records the amount of each Loan made
by it or such Local Affiliate, as


                                      -12-
<PAGE>

the case may be, and each payment and conversion in respect thereof and will
prior to any transfer of any of its Notes or such Local Affiliate's Notes, if
any, endorse, or cause its Local Affiliates to endorse, on the reverse side
thereof the outstanding principal amount of Loans evidenced thereby. Failure to
make any such notation shall not affect any Borrower's obligations in respect of
such Loans.

  SECTION 1.07. CONVERSIONS. Each Borrower shall have the option to convert on
any Business Day all or a portion equal to at least $2,000,000 (and, if greater,
in an integral multiple of $500,000), of the outstanding principal amount of
Revolving Loans made to such Borrower pursuant to one or more Borrowings of one
or more Types of Loans into a Borrowing of another Type of Loan, PROVIDED that
(i) except as otherwise provided in Section 1.11(b), Eurocurrency Loans
denominated in Dollars may be converted into Base Rate Loans only on the last
day of an Interest Period applicable thereto and no such partial conversion of
Eurocurrency Loans shall reduce the outstanding principal amount of Eurocurrency
Loans made pursuant to any single Borrowing to less than $2,000,000, (ii) Base
Rate Loans may only be converted into Eurocurrency Loans denominated in Dollars
if no Event of Default is in existence on the date of the conversion and (iii)
no conversion pursuant to this Section 1.07 shall result in a greater number of
Borrowings than is permitted under Section 1.01(e). Neither Swingline Loans nor
Loans denominated in a currency other than Dollars may be converted pursuant to
this Section 1.07. Each such conversion shall be effected by such Borrower
giving the Administrative Agent at its Notice Office prior to 11:00 A.M. (New
York time) at least three Business Days' (one Business Day's in the case of
conversions into Base Rate Loans) prior written notice (or telephone notice
promptly confirmed in writing) (each a "NOTICE OF CONVERSION") specifying the
Loans to be so converted, the Borrowing(s) pursuant to which such Loans were
made, the date of such conversion (which shall be a Business Day) and, if to be
converted into Eurocurrency Loans, the Interest Period to be initially
applicable thereto. The Administrative Agent shall give each Bank prompt notice
of any such proposed conversion affecting any of its Loans.

  SECTION 1.08. PRO RATA BORROWINGS. All Borrowings of Revolving Loans made
under this Agreement pursuant to Section 1.03 or incurred pursuant to a
Mandatory Borrowing shall be incurred from the Banks PRO RATA on the basis of
their then respective Unutilized Revolving Loan Commitments. All Borrowings of
Revolving Loans converted from one Type of Loans into another Type of Loans
pursuant to Section 1.07 shall be made by the Banks in the same percentage as
such Borrowing was originally advanced. It is understood that no Bank shall be
responsible for any default by any other Bank of its obligation to make Loans
hereunder and that each Bank shall be obligated to make the Loans provided to be
made by it hereunder regardless of the failure of any other Bank to make its
Loans hereunder.

  SECTION 1.09. INTEREST. (a) Each Borrower agrees to pay interest in respect of
the unpaid principal amount of each Base Rate Loan made to such Borrower from
the date the proceeds thereof are made available to such Borrower until the
earlier of (i) the maturity (whether by acceleration or otherwise) of such Base
Rate Loan and (ii) the conversion of such Base Rate Loan into a Eurocurrency
Loan pursuant to Section 1.07 at a rate per annum which shall be equal to the
Base Rate in effect from time to time.


                                      -13-
<PAGE>

      (b) Each Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurocurrency Loan made to such Borrower from the date
the proceeds thereof are made available to such Borrower until the earlier of
(i) the maturity (whether by acceleration or otherwise) of such Eurocurrency
Loan and (ii) the conversion of such Eurocurrency Loan into a Base Rate Loan
pursuant to Section 1.07 at a rate per annum which shall, during each Interest
Period applicable thereto, be equal to the sum of the Applicable Margin plus the
Eurocurrency Rate for such Interest Period.

      (c) Each Local Currency Loan shall bear interest at such rate as the
applicable Borrower and the Bank or Local Affiliate, as applicable, making such
Local Currency Loan shall agree pursuant to the applicable Local Currency
Documentation.

      (d) Each Offered Rate Loan shall bear interest at such rate as the Company
and the applicable Swingline Lender shall agree prior to the making of such
Offered Rate Loan.

      (e) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and any other overdue amount payable hereunder,
shall, in each case, bear interest at a rate per annum equal to, (i) in the case
of Loans denominated in Dollars (other than any Eurocurrency Loan), 2% in excess
of the rate otherwise applicable to Base Rate Loans from time to time, (ii) in
the case of Swingline Loans denominated in Canadian Dollars, 2% in excess of the
rate otherwise applicable to Base Rate Loans of such type from time to time and
(iii) in the case of Eurocurrency Loans, the rate which is the greater of (x) 2%
in excess of the rate then borne by such Loan and (y) the sum of the Applicable
Margin, plus two percent (2%) plus the rate of interest per annum as determined
by the Administrative Agent (rounded upwards, if necessary, to the nearest whole
multiple of one-sixteenth of one percent (1/16%)), at which overnight or weekend
deposits of the appropriate currency (or, if such amount due remains unpaid more
than three Business Days then for such other period of time not longer than six
months as the Administrative Agent may elect in its absolute discretion) for
delivery in immediately available and freely transferable funds would be offered
by the Administrative Agent to major banks in the interbank market upon request
of such major banks for the applicable period as determined above and in an
amount comparable to the unpaid principal amount of any such Eurocurrency Loan
(or, if the Administrative Agent is not placing deposits in such currency in the
interbank market, then the Administrative Agent's cost of funds in such currency
for such period). Interest which accrues under this Section 1.09(e) shall be
payable on demand.

      (f) Accrued (and theretofore unpaid) interest shall be payable (i) in
respect of each Base Rate Loan, quarterly in arrears on the last Business Day of
each March, June, September and December, (ii) in respect of each Eurocurrency
Loan, on the last day of each Interest Period applicable thereto and, in the
case of an Interest Period in excess of three months, on each date occurring at
three month intervals after the first day of such Interest Period, (iii) in
respect of Offered Rate Loans, on such dates as the Company and the applicable
Swingline Lender shall agree prior to the making of such Offered Rate Loan, (iv)
in respect of Local Currency Loans on such dates as the applicable Borrower and
the Bank or Local Affiliate, as applicable, making such Local Currency Loans
shall agree pursuant to the Local Currency Documentation, and


                                      -14-
<PAGE>

(v) in respect of each Loan, on any repayment or prepayment (on the amount
repaid or prepaid), at maturity (whether by acceleration or otherwise) and,
after such maturity, on demand.

      (g) Upon each Interest Determination Date, the Administrative Agent shall
determine the interest rate for the Eurocurrency Loans for the Interest Period
to be applicable to such Eurocurrency Loans and shall promptly notify the
Borrowers and the Banks thereof. Each such determination shall, absent manifest
error, be final and conclusive and binding on all parties hereto.

  SECTION 1.10. INTEREST PERIODS. At the time any Borrower gives any Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, any Eurocurrency Loan (in the case of the initial Interest Period
applicable thereto) or on the (i) fourth Business Day, in the case of
Eurocurrency Loans denominated in a currency other than Dollars and (ii) third
Business Day, in the case of Eurocurrency Loans denominated in Dollars, prior to
the expiration of an Interest Period applicable to such Eurocurrency Loan (in
the case of subsequent Interest Periods), the respective Borrower shall have the
right to elect, by giving the Administrative Agent written notice (or telephonic
notice promptly confirmed in writing) thereof, the interest period (each an
"INTEREST PERIOD") applicable to such Borrowing, which Interest Period shall, at
the option of such Borrower, be a one, two, three or six-month period, PROVIDED
that:

            (i) all Eurocurrency Loans comprising a Borrowing shall at all times
      have the same Interest Period;

            (ii) the initial Interest Period for any Borrowing of Eurocurrency
      Loans shall commence on the date of such Borrowing (including the date of
      any conversion from a Borrowing of Base Rate Loans) and each Interest
      Period occurring thereafter in respect of such Borrowing shall commence on
      the day on which the next preceding Interest Period expires;

            (iii) if any Interest Period begins on a day for which there is no
      numerically corresponding day in the calendar month at the end of such
      Interest Period, such Interest Period shall end on the last Business Day
      of such calendar month;

            (iv) if any Interest Period would otherwise expire on a day which is
      not a Business Day, such Interest Period shall expire on the next
      succeeding Business Day; PROVIDED, HOWEVER, that if any Interest Period
      would otherwise expire on a day which is not a Business Day but is a day
      of the month after which no further Business Day occurs in such month,
      such Interest Period shall expire on the next preceding Business Day;

            (v) no Interest Period may be selected at any time when an Event of
      Default is then in existence; and

            (vi) no Interest Period shall be selected which extends beyond the
      Final Maturity Date.

                                      -15-
<PAGE>

      If upon the expiration of any Interest Period for Loans denominated in
Dollars, the respective Borrower has failed to elect (or is not permitted to
elect) a new Interest Period to be applicable to such Borrowing as provided
above, such Borrower shall be deemed to have elected to convert such Borrowing
into a Borrowing of Base Rate Loans effective as of the expiration date of
current Interest Period.

  SECTION 1.11. INCREASED COSTS, ILLEGALITY, ETC. (a) In the event that any Bank
shall have determined (which determination shall, absent manifest error, be
final and conclusive and binding upon all parties hereto but, with respect to
clause (i) below, may be made only by the Administrative Agent):

            (i) on any Interest Determination Date that, by reason of any
      changes arising after the Effective Date affecting the interbank
      eurocurrency market, adequate and fair means do not exist for ascertaining
      the applicable interest rate on the basis provided for in the definition
      of Eurocurrency Rate; or

            (ii) at any time, that such Bank shall incur increased costs or
      reductions in the amounts received or receivable hereunder with respect to
      any Fixed Rate Loan because of (x) any change since the Effective Date in
      any applicable law or governmental rule, regulation, guideline, order or
      request (whether or not having the force of law) or in the interpretation
      or administration thereof and including the introduction of any new law or
      governmental rule, regulation, guideline or order such as, for example,
      but not limited to, a change in official reserve requirements, but, in all
      events, excluding reserves required under Regulation D to the extent
      included in the computation of the Eurocurrency Rate and/or (y) any other
      circumstances affecting such Bank or the interbank eurocurrency market or
      the position of such Bank in such market; or

            (iii) at any time that the making or continuance of any Fixed Rate
      Loan has become (x) unlawful by compliance by such Bank with any law,
      governmental rule, regulation, guideline or order or (y) impossible by
      compliance by such Bank with any governmental request (whether or not
      having the force of law);

then, and in any such event, such Bank (or the Administrative Agent, in the case
of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Company, any affected Borrower and, except in the case of clause
(i) above, to the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each of the other Banks).
Thereafter (x) in the case of clause (i) above, Eurocurrency Loans shall no
longer be available until such time as the Administrative Agent notifies the
Company, any affected Borrower and the Banks that the circumstances giving rise
to such notice by the Administrative Agent no longer exist, and any Notice of
Borrowing or Notice of Conversion given by any Borrower with respect to such
affected Eurocurrency Loans which have not yet been incurred (including by way
of conversion) shall be deemed to be a request for Base Rate Loans, (y) in the
case of clause (ii) above, such Borrower shall pay to such Bank, within 15 days
of receipt of the notice referred to below, such additional amounts (in the form
of an increased rate of, or a different method of calculating, interest or
otherwise as such Bank in its sole discretion shall determine) as shall be
required to compensate such Bank for such increased costs


                                      -16-
<PAGE>

or reductions in amounts received or receivable hereunder (a written notice as
to the additional amounts owed to such Bank, setting forth in reasonable detail
the basis for the calculation thereof, submitted to the affected Borrower by
such Bank shall, absent manifest error, be final and conclusive and binding upon
all parties hereto) and (z) in the case of the clause (iii) above, such Borrower
shall take one of the actions specified in Section 1.11(b) as promptly as
possible and, in any event, within the time period required by law. To the
extent the notice required by the preceding sentence and relating to costs
arising under clause (ii) above is given by any Bank more than 90 days after the
occurrence of the event giving rise to the additional costs of the type
described in clause (ii) above, such Bank shall not be entitled to compensation
under this Section 1.11(a) for any amounts incurred or accrued prior to the
giving of such notice to the affected Borrower.

      (b) At any time that any Fixed Rate Loan is affected by the circumstances
described in Section 1.11(a)(ii) or (iii), the respective Borrower may (and in
the case of a Fixed Rate Loan affected pursuant to Section 1.11(a)(iii) shall)
either (x) if the affected Fixed Rate Loan is then being made initially or
pursuant to a conversion, cancel the respective Borrowing by giving the
Administrative Agent telephonic notice (confirmed in writing) thereof on the
same date that such Borrower was notified by the affected Bank or the
Administrative Agent pursuant to Section 1.11(a)(ii) or (iii) or require the
affected Bank to make such Fixed Rate Loan as or convert such Fixed Rate Loan
into, a Base Rate Loan or (y) if the affected Fixed Rate Loan is then
outstanding, upon at least three Business Days' written notice to the
Administrative Agent, require the affected Bank to convert such Fixed Rate Loan
into a Base Rate Loan, PROVIDED that, if more than one Bank is similarly
affected at any time, then all similarly affected Banks must be treated the same
pursuant to this Section 1.11(b).

      (c) If any Bank determines at any time that any change after the Effective
Date in any applicable law or governmental rule, regulation, guideline, order,
directive or request (whether or not having the force of law) concerning capital
adequacy, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency, will have the effect
of increasing the amount of capital required or expected to be maintained by
such Bank or any corporation controlling such Bank based on the existence of
such Bank's Commitment hereunder or its obligations hereunder, then the
Borrowers jointly and severally agree to pay to such Bank, within 15 days of the
receipt of the notice referred to below, such additional amounts as shall be
required to compensate such Bank or such other corporation for the increased
cost to such Bank or such other corporation as a result of such increase of
capital. In determining such additional amounts, each Bank will act reasonably
and in good faith and will use averaging and attribution methods which are
reasonable, PROVIDED that such Bank's determination of compensation owing under
this Section 1.11(c) shall, absent manifest error, be final and conclusive and
binding on all the parties hereto. Each Bank, upon determining that any
additional amounts will be payable pursuant to this Section 1.11(c), will give
prompt written notice thereof to the Borrowers, which notice shall show in
reasonable detail the basis for calculation of such additional amounts, although
the failure to give any such notice shall not release or diminish the Borrowers'
obligations to pay additional amounts pursuant to this Section 1.11(c). To the
extent the notice required by the immediately preceding sentence is given by any
Bank more than 90 days after the occurrence of the event giving rise to the
additional costs of the type described in this Section 1.11(c), such Bank shall
not be entitled to


                                      -17-
<PAGE>

compensation under this Section 1.11(c) for any amounts incurred or accrued
prior to the giving of such notice to the Borrowers.

  SECTION 1.12. COMPENSATION. Each Borrower shall compensate each Bank, upon its
written request (which request shall set forth in reasonable detail the basis
for requesting and calculation of the amount of such compensation), for all
reasonable losses, expenses and liabilities (including, without limitation, any
loss, expense or liability incurred by reason of the liquidation or reemployment
of deposits or other funds required by such Bank to fund its Eurocurrency Loans,
Eurocurrency Rate Bid Loans or, in the case of the applicable Swingline Lender,
its Offered Rate Loans, but excluding any loss of anticipated profits) which
such Bank may sustain: (i) if for any reason (other than a default by such Bank
or the Administrative Agent) a Borrowing of, or conversion from or into,
Eurocurrency Loans or Eurocurrency Rate Bid Loans does not occur on a date
specified therefor in a Notice of Borrowing, Notice of Bid Borrowing or Notice
of Conversion (whether or not withdrawn by the Borrower or deemed withdrawn
pursuant to Section 1.11); (ii) if any repayment (including any repayment made
pursuant to Section 1.14, 4.01 or 4.02 or as a result of an acceleration of the
Loans pursuant to Section 9) or conversion of any of its Eurocurrency Loans,
Eurocurrency Rate Bid Loans or Offered Rate Loans (but excluding any Offered
Rate Loan repaid with the proceeds of a Mandatory Borrowing at any time no
Default shall have occurred and be continuing) occurs on a date which is not its
maturity date or the last day of an Interest Period with respect thereto; (iii)
if any prepayment of any of its Eurocurrency Loans, Eurocurrency Rate Bid Loans
or Offered Rate Loans is not made on any date specified in a notice of
prepayment given by any Borrower; or (iv) as a consequence of (x) any other
default by any Borrower to repay its Loans when required by the terms of this
Agreement or the Notes, if any, held by such Bank or (y) any election made
pursuant to Section 1.11(b), PROVIDED that with respect to this clause (y) only
such compensation shall not be payable to a Bank that provided notice to the
Company under Section 1.11(a)(iii).

  SECTION 1.13. CHANGE OF LENDING OFFICE. Each Bank agrees that on the
occurrence of any event giving rise to the operation of Section 1.11(a)(ii) or
(iii), Section 1.11(c), Section 2.06 or Section 4.04 with respect to such Bank,
it will, if requested by the Company, use reasonable efforts (subject to overall
policy considerations of such Bank) to designate another lending office for any
Loans or Letters of Credit affected by such event, PROVIDED that such
designation is made on such terms that such Bank and its lending office suffer
no economic, legal or regulatory disadvantage, with the object of avoiding the
consequence of the event giving rise to the operation of such Section. Nothing
in this Section 1.13 shall affect or postpone any of the obligations of any
Borrower or the right of any Bank provided in Sections 1.11, 2.06 and 4.04.

  SECTION 1.14. REPLACEMENT OF BANKS. (a)(i) Upon the occurrence of any event
giving rise to the operation of Section 1.11(a)(ii) or (iii), Section 1.11(c),
Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank
charging to any Borrower increased costs in excess of those being generally
charged to such Borrower by the other Banks or (ii) as and to the extent
provided in Section 13.12(b), the Company shall have the right, in accordance
with the requirements of Section 13.04(b), if no Default or Event of Default
will exist after giving effect to such replacement, to replace such Bank (the
"REPLACED BANK") with one or more other Eligible Transferee or Transferees
(collectively, the "REPLACEMENT BANK") acceptable to the Administrative Agent,
PROVIDED that (i) at the time of any replacement pursuant to this


                                      -18-
<PAGE>

Section 1.14, the Replacement Bank shall enter into one or more Assignment and
Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable
pursuant to said Section 13.04(b) to be paid by the Replacement Bank) pursuant
to which the Replacement Bank shall acquire the entire Revolving Loan Commitment
and Local Currency Commitment and all outstanding Revolving Loans and/or Local
Currency Loans, as the case may be, of the Replaced Bank and, in connection
therewith, shall pay to (x) the Replaced Bank in respect thereof an amount equal
to the sum of (A) an amount equal to the principal of, and all accrued interest
on, all outstanding Revolving Loans of the Replaced Bank and an amount equal to
all Unpaid Drawings that have been funded by (and not reimbursed to) such
Replaced Bank, together with all then unpaid interest with respect thereto at
such time, (B) an amount equal to the principal of, and all accrued interest on,
all outstanding Local Currency Loans of the Replaced Bank or any of its Local
Affiliates and (C) an amount equal to all accrued, but theretofore unpaid, Fees
and all other amounts due hereunder owing to the Replaced Bank pursuant to
Section 3.01 and (y) the applicable Swingline Lender an amount equal to such
Replaced Bank's Percentage of any Mandatory Borrowings and to Bank of America an
amount equal to such Replaced Bank's Percentage of any Unpaid Drawing (which at
such time remains an Unpaid Drawing) in either case to the extent any such
amount was not theretofore funded by such Replaced Bank, and (ii) all
obligations of the Borrowers owing to the Replaced Bank (other than those
specifically described in clause (i) above in respect of which the assignment
purchase price has been, or is concurrently being, paid) shall be paid in full
by the Borrowers to such Replaced Bank concurrently with such replacement.

      (b) Upon the execution of the respective Assignment and Assumption
Agreements, the payment of the amounts referred to in clauses (i) and (ii) of
Section 1.14(a) and, if so requested by the Replacement Bank, delivery to the
Replacement Bank of the appropriate Note or Notes executed by the appropriate
Borrowers, the Replacement Bank shall become a Bank hereunder and the Replaced
Bank shall cease to constitute a Bank hereunder, except with respect to
indemnification provisions under this Agreement (including, without limitation,
Sections 1.11, 1.12, 2.06, 4.04, 13.01 and 13.06), which shall survive as to
such Replaced Bank.

  SECTION 1.15. COMPENSATION. (a) Each Bank may require the applicable Borrower
to pay, contemporaneously with each payment of interest on each of such Bank's
Eurocurrency Loans, additional interest on such Eurocurrency Loan at a rate per
annum determined by such Bank up to but not exceeding the excess of (i) (A) the
applicable Eurocurrency Rate divided by (B) one MINUS the Eurocurrency Reserve
Percentage over (ii) the applicable Eurocurrency Rate. Any Bank wishing to
require payment of such additional interest shall so notify the applicable
Borrower and the Administrative Agent of the amount then due it under this
Section, in which case such additional interest on the Eurocurrency Loans of
such Banks shall be payable through the Administrative Agent to such Bank at the
place indicated in such notice with respect to each Interest Period ending at
least one Business Days after the giving of such notice.

      (b) If and so long as any Bank is subject to the requirements of the Bank
of England and the Financial Services Authority of the United Kingdom, such Bank
may require the applicable Borrower to pay, contemporaneously with each payment
of interest on each of such Bank's Eurocurrency Loans to such Borrower,
additional interest on such Eurocurrency Loan at


                                      -19-
<PAGE>

a rate per annum equal to such Bank's MLA Cost calculated in accordance with the
formula and in the manner set forth in Exhibit M hereto.

  SECTION 1.16. SUBSTITUTION OF EURO FOR NATIONAL CURRENCY. If any Eurocurrency
or Local Currency is replaced by the Euro, the Euro may be tendered in payment
of any outstanding amount denominated in such Eurocurrency or Local Currency at
the conversion rate specified in, or otherwise calculated in accordance with,
the regulations adopted by the Council of the European Union relating to the
Euro. Except as provided in the foregoing provisions of this Section, no
replacement of an Eurocurrency or Local Currency by the Euro shall discharge,
excuse or otherwise affect the performance of any obligation of any Borrower
under this Agreement or its Notes.

  SECTION 1.17. INCREASE IN COMMITMENT. Provided there exists no Default, the
Company on behalf of the Borrowers and Guarantors may, on any Business Day on or
prior to the ninetieth day after the date hereof, with the written consent of
the Administrative Agent, increase the aggregate amount of the Revolving Loan
Commitments by delivering a Commitment Amount Increase Request at least 5
Business Days prior to the desired effective date of such increase (the
"COMMITMENT AMOUNT INCREASE") identifying an additional Bank (or additional
Revolving Loan Commitment agreed to be made by any existing Bank) and the amount
of its Revolving Loan Commitment (or additional amount of its Revolving Loan
Commitment); PROVIDED, HOWEVER, that any increase of the aggregate amount of the
Revolving Loan Commitments to an amount in excess of $375,000,000 will require
the approval of the Required Banks. The effective date of the Commitment Amount
Increase shall be agreed upon by the Company and the Administrative Agent. Upon
the effectiveness thereof, each new Bank (or, if applicable, each existing Bank
which consented to an increase in its Revolving Loan Commitment) shall advance
Revolving Loans in an amount sufficient such that after giving effect to its
Revolving Loan each Bank shall have outstanding its PRO RATA share of Revolving
Loans. It shall be a condition to such effectiveness that no Eurocurrency Loans
be outstanding on the date of such effectiveness and that the Company shall not
have terminated any portion of the Total Commitment pursuant to Section 3.02
hereof. The Company agrees to pay any fees or expenses of the Administrative
Agent relating to any Commitment Amount Increase. Notwithstanding anything
herein to the contrary, no Bank shall have any obligation to increase its
Revolving Loan Commitment and no Bank's Revolving Loan Commitment shall be
increased without its consent thereto, and each Bank may at its option,
unconditionally and without cause, decline to increase its Revolving Loan
Commitment.

SECTION 2.     LETTERS OF CREDIT.

  SECTION 2.01. LETTERS OF CREDIT. (a) Subject to and upon the terms and
conditions set forth herein, the Company may request that the Issuing Agent
issue, at any time and from time to time on and after the Effective Date and
prior to the thirtieth (30) day prior to the Final Maturity Date, for the
account of the Company, a Dollar denominated irrevocable standby letter of
credit in support of obligations of the Company or any Subsidiary, in a form
customarily used by the Issuing Agent or in such other form as has been approved
by the Issuing Agent (each such standby letter of credit a "LETTER OF CREDIT").


                                      -20-
<PAGE>

      (b) The Issuing Agent hereby agrees that it will (subject to the terms and
conditions contained herein and in reliance upon the agreements of the other
Banks set forth in Section 2.04) at any time and from time to time on or after
the Effective Date and prior to the Final Maturity Date, following its receipt
of the respective Letter of Credit Request, issue for the account of the Company
one or more Letters of Credit, as is permitted to remain outstanding without
giving rise to a Default or an Event of Default, PROVIDED that the Issuing Agent
shall be under no obligation to issue any Letter of Credit if at the time of
such issuance:

            (i) any order, judgment or decree of any governmental authority or
      arbitrator shall purport by its terms to enjoin or restrain the Issuing
      Agent from issuing such Letter of Credit or any requirement of law
      applicable to the Issuing Agent or any request or directive (whether or
      not having the force of law) from any governmental authority with
      jurisdiction over the Issuing Agent shall prohibit, or request that the
      Issuing Agent refrain from, the issuance of letters of credit generally or
      such Letter of Credit in particular;

            (ii) the issuance of such Letter of Credit would violate one or more
      policies of the Issuing Agent; or

            (iii) The Issuing Agent shall have received notice from the Required
      Banks prior to the issuance of such Letter of Credit of the type described
      in the penultimate sentence of Section 2.03(b).

In addition, the Issuing Agent shall not be obligated to issue any Letter of
Credit at a time when a Bank Default exists unless the Issuing Agent shall have
entered into arrangements satisfactory to it and the Company to eliminate the
Issuing Agent's risk with respect to the Bank which is the subject of the Bank
Default, including by cash collateralizing an amount equal to the product of (x)
such Bank's Percentage and (y) the Letter of Credit Outstandings.

      (c) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued
the Stated Amount of which, when added to the Letter of Credit Outstandings
(exclusive of Unpaid Drawings which are repaid on the date of, and prior to the
issuance of, the respective Letter of Credit) at such time would exceed either
(x) $40,000,000 or (y) when added to the sum of the Original Dollar Amount of
all Revolving Loans, Swingline Loans, Bid Loans and Local Currency Loans then
outstanding, an amount equal to the Total Revolving Loan Commitment at such time
and (ii) each Letter of Credit shall by its terms terminate on or before the
fifth Business Day prior to the Final Maturity Date.

      (d) Unless otherwise expressly agreed by the Issuing Agent and the Company
when a Letter of Credit is issued, the rules of the "INTERNATIONAL STANDBY
PRACTICES 1998" published by the Institute of International Banking Law &
Practice (or such later version thereof as may be in effect at the time of
issuance) shall apply to each Letter of Credit.

  SECTION 2.02. MINIMUM STATED AMOUNT. The initial Stated Amount of each Letter
of Credit shall not be less than $250,000 or such lesser amount as is acceptable
to the Issuing Agent.


                                      -21-
<PAGE>

  SECTION 2.03. LETTER OF CREDIT REQUESTS. (a) Whenever the Company desires that
a Letter of Credit be issued for its account, the Company shall give the
Administrative Agent and the Issuing Agent at least five Business Days' (or such
shorter period as is acceptable to the Issuing Agent) written notice thereof.
Each notice shall be in the form of Exhibit C (each a "LETTER OF CREDIT
REQUEST").

      (b) The making of each Letter of Credit Request shall be deemed to be a
representation and warranty by the Company that such Letter of Credit may be
issued in accordance with, and will not violate the requirements of, Section
2.01(c). Subject to the terms and conditions set forth herein, unless the
Issuing Agent has received notice from the Required Banks before it issues a
Letter of Credit that a Default or an Event of Default then exists or that the
issuance of such Letter of Credit would violate Section 2.01(c), then the
Issuing Agent shall issue the requested Letter of Credit for the account of the
Company in accordance with the Issuing Agent's usual and customary practices.

  SECTION 2.04. LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the
issuance by the Issuing Agent of any Letter of Credit, the Issuing Agent shall
be deemed to have sold and transferred to each other Bank (each such Bank, in
its capacity under this Section 2.04, a "PARTICIPANT"), and each such
Participant shall be deemed irrevocably and unconditionally to have purchased
and received from the Issuing Agent, without recourse or warranty, an undivided
interest and participation, to the extent of such Participant's Percentage in
such Letter of Credit, each drawing made thereunder and the obligations of the
Company under this Agreement with respect thereto, and any security therefor or
guaranty pertaining thereto. Upon any change in the Commitment of the Banks
pursuant to Section 1.01(d), Section 1.14 or 13.04, it is hereby agreed that,
with respect to all outstanding Letters of Credit and Unpaid Drawings, there
shall be an automatic adjustment to the participations pursuant to this Section
2.04 to reflect the new Percentages of the assignor and assignee Bank or of all
Banks, as the case may be.

      (b) In determining whether to pay under any Letter of Credit, the Issuing
Agent shall have no obligation relative to the other Banks other than to confirm
that any documents required to be delivered under such Letter of Credit appear
to have been delivered and that they appear to comply on their face with the
requirements of such Letter of Credit. Any action taken or omitted to be taken
by the Issuing Agent under or in connection with any Letter of Credit if taken
or omitted in the absence of gross negligence or willful misconduct, shall not
create for the Issuing Agent any resulting liability to the Company, any
Subsidiary of the Company or any Bank.

      (c) In the event that the Issuing Agent makes any payment under any Letter
of Credit and the Company shall not have reimbursed such amount in full to the
Issuing Agent pursuant to Section 2.05(a), the Issuing Agent shall promptly
notify the Administrative Agent, which shall promptly notify each Participant of
such failure, and each Participant shall promptly and unconditionally pay to the
Issuing Agent the amount of such Participant's Percentage of such unreimbursed
payment in Dollars and in same day funds. If the Administrative Agent so
notifies, prior to 11:00 A.M. (New York time) on any Business Day, any
Participant required to fund a payment under a Letter of Credit, such
Participant shall make available to the Issuing Agent in Dollars such
Participant's Percentage of the amount of such payment on such Business Day in
same day funds. If and to the extent such Participant shall not have so made its


                                      -22-
<PAGE>

Percentage of the amount of such payment available to the Issuing Agent, such
Participant agrees to pay to the Issuing Agent, forthwith on demand such amount,
together with interest thereon, for each day from such date until the date such
amount is paid to the Issuing Agent at the overnight Federal Funds Rate. The
failure of any Participant to make available to the Issuing Agent its Percentage
of any payment under any Letter of Credit shall not relieve any other
Participant of its obligation hereunder to make available to the Issuing Agent
its Percentage of any Letter of Credit on the date required, as specified above,
but no Participant shall be responsible for the failure of any other Participant
to make available to the Issuing Agent such other Participant's Percentage of
any such payment.

      (d) Whenever the Issuing Agent receives a payment of a reimbursement
obligation as to which it has received any payments from the Participants
pursuant to clause (c) above, the Issuing Agent shall pay to each Participant
which has paid its Percentage thereof, in Dollars and in same day funds, an
amount equal to such Participant's share (based upon the proportionate aggregate
amount originally funded by such Participant to the aggregate amount funded by
all Participants) of the payment of the principal amount of such reimbursement
obligation and interest thereon accruing after the purchase of the respective
participations.

      (e) Subject to Section 2.04(b) the obligations of the Participants to make
payments to the Issuing Agent with respect to Letters of Credit issued by it
shall be irrevocable and not subject to any qualification or exception
whatsoever and shall be made in accordance with the terms and conditions of this
Agreement under all circumstances, including, without limitation, any of the
following circumstances:

            (i) any lack of validity or enforceability of this Agreement or any
      of the other Credit Documents;

            (ii) the existence of any claim, setoff, defense or other right
      which the Company or any of its Subsidiaries may have at any time against
      a beneficiary named in a Letter of Credit, any transferee of any Letter of
      Credit (or any Person for whom any such transferee may be acting), the
      Administrative Agent, any Participant, or any other Person, whether in
      connection with this Agreement, any Letter of Credit, any other Credit
      Document, the transactions contemplated herein or therein or any unrelated
      transactions (including any underlying transaction between the Company or
      any of its Subsidiaries on the one hand and the beneficiary named in any
      such Letter of Credit on the other hand);

            (iii) any draft, certificate or any other document presented under
      any Letter of Credit proving to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect;

            (iv) the surrender or impairment of any security for the performance
      or observance of any of the terms of any of the Credit Documents; or

            (v) the occurrence of any Default or Event of Default.


                                      -23-
<PAGE>

  SECTION 2.05. AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The Company
hereby agrees to reimburse the Issuing Agent, by making payment to the
Administrative Agent in immediately available funds at the Payment Office of the
Administrative Agent, for any payment or disbursement made by the Issuing Agent
under any Letter of Credit (each such amount, so paid until reimbursed, an
"UNPAID DRAWING"), (i) on the date of such payment or disbursement, if the
Issuing Agent provides notice to the Company by 12:00 Noon (New York time) that
it has made a payment or disbursement of such amount with respect to a Letter of
Credit or (ii) by 12:00 Noon (New York time) on the next Business Day, if the
Issuing Agent provides notice to the Borrower after 12:00 Noon (New York time)
that it has made a payment or disbursement of such amount with respect to a
Letter of Credit, in each case together with interest on the amount so paid or
disbursed by the Issuing Agent, to the extent not reimbursed prior to 12:00 Noon
(New York time) on the date of such payment or disbursement, from and including
the date paid or disbursed to but excluding the date the Issuing Agent was
reimbursed by the Company therefor at a rate per annum which shall be the Base
Rate in effect from time to time; PROVIDED, HOWEVER, to the extent such amounts
are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day
following such payment or disbursement, interest shall thereafter accrue on the
amounts so paid or disbursed by the Issuing Agent (and until reimbursed by the
Company) at a rate per annum which shall be the Base Rate in effect from time to
time plus 2% and with such interest to be payable on demand. The Issuing Agent
shall give the Company prompt notice of each Drawing under any Letter of Credit,
PROVIDED that the failure to give any such notice shall in no way affect, impair
or diminish the Company's obligations hereunder.

      (b) The obligations of the Company under this Section 2.05 to reimburse
the Issuing Agent with respect to drawings on Letters of Credit (each, a
"DRAWING") (including, in each case, interest thereon) shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which the Company may have or have had
against any Bank (including in its capacity as issuer of the Letter of Credit or
as Participant), or any non-application or misapplication by the beneficiary of
the proceeds of such Drawing, the Issuing Agent's only obligation to the Company
being to confirm that any documents required to be delivered under such Letter
of Credit appear to have been delivered and that they appear to comply on their
face with the requirements of such Letter of Credit. Any action taken or omitted
to be taken by the Issuing Agent under or in connection with any Letter of
Credit, if taken or omitted in the absence of gross negligence or willful
misconduct, shall not create for the Issuing Agent any resulting liability to
the Company or any of its Subsidiaries.

  SECTION 2.06. INCREASED COSTS. If at any time after the Effective Date, the
introduction of or any change in any applicable law or governmental rule,
regulation, order, guideline, directive or request (whether or not having the
force of law), or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by the Issuing Agent or
any Participant with any request or directive by any such authority (whether or
not having the force of law), or any change in generally acceptable accounting
principles, shall either (i) impose, modify or make applicable any reserve,
deposit, capital adequacy or similar requirement against letters of credit
issued by the Issuing Agent or participated in by any Participant, or (ii)
impose on the Issuing Agent or any Participant any other conditions relating,
directly or indirectly, to this Agreement or any Letter of Credit; and the
result of any of the


                                      -24-
<PAGE>

foregoing is to increase the cost to the Issuing Agent or any Participant of
issuing, maintaining or participating in any Letter of Credit, or reduce the
amount of any sum received or receivable by the Issuing Agent or any Participant
hereunder or reduce the rate of return on its capital with respect to Letters of
Credit (except for changes in the rate of tax on, or determined by reference to,
the net income or profits of the Issuing Agent or such Participant, pursuant to
the laws of the jurisdiction in which the Issuing Agent or such Participant is
organized or the jurisdiction in which the Issuing Agent's or such Participant's
principal office or applicable lending office is located or any subdivision
thereof or therein), then, within 15 days after demand of the Company by the
Issuing Agent or such Participant (a copy of which demand shall be sent by the
Issuing Agent or such Participant to the Administrative Agent), the Company
shall pay to the Issuing Agent or such Participant such additional amount or
amounts as will compensate the Issuing Agent or such Participant for such
increased cost or reduction in the amount receivable or reduction on the rate of
return on its capital. The Issuing Agent or any Participant, upon determining
that any additional amounts will be payable pursuant to this Section 2.06, will
give prompt written notice thereof to the Company, which notice shall include a
certificate submitted to the Company by the Issuing Agent or such Participant (a
copy of which certificate shall be sent by the Issuing Agent or such Participant
to the Administrative Agent), setting forth in reasonable detail the basis for
the calculation of such additional amount or amounts necessary to compensate the
Issuing Agent or such Participant. The certificate required to be delivered
pursuant to this Section 2.06 shall, if delivered in good faith and absent
manifest error, be final and conclusive and binding on the Company. To the
extent the notice required by the second preceding sentence is given by the
Issuing Agent or any Participant more than 90 days after the occurrence of the
event giving rise to the additional costs of the type described in this Section
2.06, the Issuing Agent or such Participant shall not be entitled to
compensation under this Section 2.06 for any amounts incurred or accrued prior
to the giving of such notice to the Company.

SECTION 3.     FEES; REDUCTIONS OF COMMITMENTS.

  SECTION 3.01. FEES. (a) The Company agrees to pay to the Administrative Agent
for distribution to each Bank a Facility Fee (the "FACILITY FEE") for the period
from the date hereof to but not including the Final Maturity Date (or such
earlier date as the Total Commitment shall have been terminated) on the daily
average Commitment of such Bank, at a rate of:

            (i)   0.175% per annum for each day Category A Period exists,

           (ii)   0.200% per annum for each day Category B Period exists,

          (iii)   0.300% per annum for each day Category C Period exists,

           (iv)   0.350% per annum for each day Category D Period exists,

            (v)   0.400% per annum for each day Category E Period exists, and

           (vi)   0.550% per annum for each day Category F Period exists.


                                      -25-
<PAGE>

Accrued Facility Fee shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December of each year, and on
the Final Maturity Date (or upon such earlier date as the Total Commitment is
terminated).

      (b) The Company agrees to pay to the Administrative Agent for PRO RATA
distribution to each Bank (based upon such Bank's Percentage) a fee in respect
of each Letter of Credit issued hereunder (the "LETTER OF CREDIT FEE") for the
period from and including the date of issuance of such Letter of Credit to but
not including the termination of such Letter of Credit, computed at a rate per
annum equal to the Applicable Margin as in effect from time to time on the daily
Stated Amount of such Letter of Credit. Accrued Letter of Credit Fees shall be
due and payable quarterly in arrears on the last Business Day of each March,
June, September and December and upon the first day on or after the termination
of the Total Revolving Loan Commitment upon which no Letters of Credit remain
outstanding.

      (c) The Company agrees to pay to the Issuing Agent, for its account, a
facing fee in respect of each Letter of Credit issued by the Issuing Agent in
such amounts as agreed between the Company and the Issuing Agent from time to
time.

      (d) The Company agrees to pay to the Issuing Agent, upon each drawing
under, issuance of, or amendment to, any Letter of Credit issued by the Issuing
Agent, such amount as shall at the time of such event be the administrative
charge which the Issuing Agent is generally imposing in connection with such
occurrence with respect to letters of credit.

      (e) The Company agrees to pay to the Administrative Agent, for the account
of each Bank on the date hereof, such up front fees as shall have been agreed to
between the Company and the Administrative Agent.

      (f) The Company agrees to pay to the Administrative Agent, for its own
account, such other fees as shall have been agreed to by the Company and the
Administrative Agent.

  SECTION 3.02. VOLUNTARY REDUCTION OF COMMITMENTS. (a) Upon at least five
Business Days' prior notice to the Administrative Agent at its Notice Office
(which notice the Administrative Agent shall promptly transmit to each of the
Banks), the Company shall have the right, at any time or from time to time,
without premium or penalty, to terminate the Total Commitment in whole or in
part, in integral multiples of $10,000,000 in the case of partial reductions to
the Total Commitment, PROVIDED that each such reduction shall apply
proportionately to permanently reduce the Commitments of each Bank.

      (b) With respect to any Bank subject to replacement pursuant to and as and
to the extent provided in Section 13.12(b), the Company may, upon five Business
Days' prior notice to the Administrative Agent at its Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Banks)
terminate the entire Commitment of such Bank so long as all Loans, together with
all accrued and unpaid interest, Fees and all other amounts, owing to such Bank
are repaid concurrently with the effectiveness of such termination pursuant to
Section 4.01(b) (at which time Schedule 1.01 shall be deemed modified to reflect
such changed amounts), and at such time such Bank shall no longer constitute a
"Bank" for purposes of this


                                      -26-
<PAGE>

Agreement, except with respect to indemnifications under this Agreement
(including, without limitation, Sections 1.11, 1.12, 2.06, 4.04, 13.01 and
13.06), which shall survive as to such repaid Bank.

  SECTION 3.03. MANDATORY REDUCTION OF COMMITMENTS. The Total Revolving Loan
Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in
its entirety on the Final Maturity Date.

SECTION 4.     PREPAYMENTS; PAYMENTS.

  SECTION 4.01. VOLUNTARY PREPAYMENTS. (a) Each Borrower shall have the right to
prepay the Loans (other than Bid Loans and Local Currency Loans) made to it,
without premium or penalty, in whole or in part at any time and from time to
time on the following terms and conditions: (i) the respective Borrower shall
give the Administrative Agent (and in the case of Swingline Loans made by the
CAD Swingline Lender, the CAD Swingline Lender) prior to 12:00 Noon (New York
time) at its Notice Office (x) same day written notice (or telephonic notice
promptly confirmed in writing) of such Borrower's intent to prepay Base Rate
Loans or Swingline Loans and (y) at least three Business Days' prior written
notice (or telephonic notice promptly confirmed in writing) of such Borrower's
intent to prepay Eurocurrency Loans, the amount of such prepayment and, in the
case of Eurocurrency Loans, the specific Borrowing or Borrowings pursuant to
which made, which notice the Administrative Agent shall promptly transmit to
each of the Banks; and (ii) each prepayment shall be of Loans having an Original
Dollar Amount of at least $500,000 PROVIDED that if any partial prepayment of
Eurocurrency Loans made pursuant to any Borrowing shall reduce the outstanding
Eurocurrency Loans made pursuant to such Borrowing to an amount less than an
Original Dollar Amount of $2,000,000, then such Borrowing may not be continued
as a Borrowing of Eurocurrency Loans and any election of an Interest Period with
respect thereto given by the respective Borrower shall have no force or effect.
Any Bid Loan shall be prepayable only with the consent of the Bank making such
Bid Loan. Any Local Currency Loan shall be prepayable to the extent and on the
terms provided in the applicable Local Currency Documentation.

      (b) With respect to any Bank subject to replacement pursuant to and as and
to the extent provided in Section 13.12(b), the respective Borrower may, upon
five Business Days' written notice by such Borrower to the Administrative Agent
at its Notice Office (which notice the Administrative Agent shall promptly
transmit to each of the Banks), repay all Loans (other than Bid Loans), together
with all accrued and unpaid interest, Fees, and all other amounts owing to the
non-consenting Bank in accordance with said Section 13.12(b) so long as (A) the
Commitment of such Bank is terminated concurrently with such repayment pursuant
to Section 3.02(b) (at which time Schedule 1.01 shall be deemed modified to
reflect the changed Commitments) and (B) the consents required by Section
13.12(b) in connection with the prepayment pursuant to this Section 4.01(b) have
been obtained.

  SECTION 4.02. MANDATORY PREPAYMENTS. (a) (i) If on any date the sum of (I) the
aggregate outstanding Original Dollar Amount of Revolving Loans, Swingline Loans
and Bid Loans and (II) the aggregate amount of Letter of Credit Outstandings
exceeds the Total Revolving Loan Commitment as then in effect, there shall be
required to be repaid on such date that principal


                                      -27-
<PAGE>

amount of Loans, in an amount equal to such excess. If, after giving effect to
the prepayment of all outstanding Loans, the aggregate amount of the Letter of
Credit Outstandings exceeds the Total Revolving Loan Commitment as then in
effect, there shall be paid to the Administrative Agent at its Payment Office on
such date an amount of cash equal to the amount of such excess (up to a maximum
amount equal to the Letter of Credit Outstandings at such time), such cash to be
held as security for the obligations of the Company hereunder in a cash
collateral account established by the Administrative Agent.

      (ii) If on any date the sum of the aggregate outstanding Original Dollar
Amount of Local Currency Loans made under any Local Currency Commitment exceeds
such Local Currency Commitment as then in effect, there shall be required to be
repaid on such date that principal amount of such Local Currency Loans in an
amount equal to such excess.

      (iii) If on any date the aggregate outstanding U.S. Dollar Equivalent of
the Swingline Loans made by the CAD Swingline Lender exceeds $50,000,000, the
CAD Swingline Lender may by notice to the Company require Sealed Air (Canada) to
repay, and there shall be required to be repaid by Sealed Air (Canada), on the
date specified in such notice that principal amount of such Swingline Loans in a
principal amount equal to such excess.

      (b) With respect to each repayment of Loans required by Section 4.02, the
respective Borrower may designate the Types of Loans which are to be repaid and,
in the case of Eurocurrency Loans, the specific Borrowing or Borrowings pursuant
to which made, PROVIDED that: (i) repayments of Eurocurrency Loans made pursuant
to this Section 4.02 may only be made on the last day of an Interest Period
applicable thereto unless all such Eurocurrency Loans with Interest Periods
ending on such date of required repayment and all Base Rate Loans have been paid
in full; (ii) if any repayment of Eurocurrency Loans denominated in Dollars made
pursuant to a single Borrowing shall reduce the outstanding Eurocurrency Loans
made pursuant to such Borrowing to an amount less than $2,000,000, such
Borrowing shall be converted at the end of the then current Interest Period into
a Borrowing of Base Rate Loans; and (iii) each repayment in respect of any Loans
made pursuant to a specific Borrowing shall be applied PRO RATA among such
Loans. In the absence of a designation by the respective Borrower as described
in the preceding sentence, the Administrative Agent shall, subject to the above,
make such designation in its sole discretion.

      (c) Notwithstanding anything to the contrary contained elsewhere in this
Agreement, all then outstanding Loans shall be repaid in full on the Final
Maturity Date.

  SECTION 4.03. METHOD AND PLACE OF PAYMENT. Except as otherwise specifically
provided herein, all payments under this Agreement or any Note (i) to be made in
Dollars shall be made to the Administrative Agent for the account of the Bank or
Banks entitled thereto no later than 12:00 Noon (New York time) on the date when
due and shall be made in Dollars in immediately available funds at the
Administrative Agent's Payment Office and (ii) to be made in a Eurocurrency
shall be made to the Administrative Agent, no later than 12:00 noon local time
at the place of payment (or such earlier time as the Administrative Agent may
notify to the relevant Borrower(s) as necessary for such funds to be received
for same day value on the date of such payment) in the currency in which such
amount is owed to such office as the Administrative


                                      -28-
<PAGE>

Agent has previously specified in a notice to the Borrowers for the benefit of
the Person or Persons entitled thereto. All payments under this Agreement
relating to Local Currency Loans shall be made in the manner provided in the
applicable Local Currency Documentation. Whenever any payment to be made
hereunder or under any Note shall be stated to be due on a day which is not a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest shall be
payable at the applicable rate during such extension. All payments under this
Agreement in respect of CAD Swingline Loans shall be made to the CAD Swingline
Lender by no later than 12:00 Noon (Toronto time) on the date when due and shall
be made in Canadian Dollars (or, if such Swingline Loans have been converted to
Dollars pursuant to Section 1.01(c), in Dollars) in immediately available funds
to such office as the CAD Swingline Lender may from time to time designate in
writing to the Company and Sealed Air (Canada). The CAD Swingline Lender agrees
to promptly notify the Administrative Agent of its receipt of any such payments.

  SECTION 4.04. NET PAYMENTS. (a) All payments made by the Borrowers hereunder
or under any Note will be made without setoff, counterclaim or other defense.
Except as provided in Section 4.04(b) and (c) with respect to payments made by a
Borrower hereunder or under any Note, all such payments will be made free and
clear of, and without deduction or withholding for, any present or future taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature
now or hereafter imposed by any jurisdiction or by any political subdivision or
taxing authority thereof or therein from or through which such payments
originate or are made (but excluding, (i) in the case of each Bank and the
Administrative Agent, any tax imposed on or measured by net income or profits
pursuant to the laws of the jurisdiction in which such Bank or the
Administrative Agent (as the case may be) is organized or any subdivision
thereof or therein and (ii) in the case of each Bank, any tax imposed on or
measured by net income or profits pursuant to the laws of the jurisdiction in
which the principal office or applicable lending office of such Bank is located
or any subdivision thereof or therein) and all interest, penalties or similar
liabilities with respect thereto (all such non-excluded taxes, levies, imposts,
duties, fees, assessments or other charges being referred to collectively as
"TAXES"). If any Taxes are so levied or imposed, the respective Borrower agrees
to pay the full amount of such Taxes, and such additional amounts as may be
necessary so that every payment of all amounts due under this Agreement or under
any Note, after withholding or deduction for or on account of any Taxes, will
not be less than the amount provided for herein or in such Note. The respective
Borrower will furnish to the Administrative Agent within 45 days after the date
the payment of any Taxes is due pursuant to applicable law certified copies of
tax receipts, or other documents reasonably satisfactory to the Bank or
Administrative Agent, evidencing such payment by such Borrower. The respective
Borrower agrees to indemnify and hold harmless each Bank, and reimburse such
Bank upon its written request, for the amount of any Taxes so levied or imposed
and paid by such Bank; PROVIDED, however, that the relevant Borrower shall not
be obligated to make payment to the Bank or the Administrative Agent (as the
case may be) pursuant to this Section in respect of penalties, interest and
other liabilities attributable to Taxes, if (x) written demand therefor has not
been made by such Bank or the Administrative Agent within 90 days from the date
on which such Bank or the Administrative Agent knew of the imposition of Taxes
by the relevant governmental authorities or (y) to the extent such penalties,
interest and other liabilities are attributable to the gross negligence or
willful misconduct of the Bank. If any Bank shall obtain a refund, credit or
deduction as a result of the payment of or indemnification for any


                                      -29-
<PAGE>

Taxes made by any Borrower to such Bank pursuant to this Section 4.04(a), such
Bank shall pay to such Borrower an amount with respect to such refund, credit or
deduction equal to any net tax benefit actually received by such Bank as a
result thereof which such Bank determines, in its sole discretion, to be
attributable to such payment.

      (b) Each Bank that is not a United States person (as such term is defined
in Section 7701(a)(30) of the Code) agrees to deliver to the Company and the
Administrative Agent on or prior to the Effective Date, or in the case of a Bank
that is an assignee or transferee of an interest under this Agreement pursuant
to Section 1.14 or 13.04 (unless the respective Bank was already a Bank
hereunder immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Bank, (i) two accurate and complete original
signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (or successor
forms) certifying to such Bank's entitlement to a complete exemption from United
States withholding tax with respect to payments to be made by the Company under
this Agreement and under any Note, or (ii) if the Bank is not a "bank" within
the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either
Internal Revenue Service Form W-8ECI or W-8BEN pursuant to clause (i) above, (x)
a certificate substantially in the form of Exhibit D (any such certificate, a
"Section 4.04(b)(ii) Certificate") and (y) two accurate and complete original
signed copies of Internal Revenue Service Form W-8 (or successor form)
certifying to such Bank's entitlement to a complete exemption from United States
withholding tax with respect to payments of interest to be made by the Company
under this Agreement and under any Note. In addition, each Bank agrees that from
time to time after the Effective Date, when a lapse in time or change in
circumstances renders the previous certification obsolete or inaccurate in any
material respect, it will deliver to the Company and the Administrative Agent
two new accurate and complete original signed copies of Internal Revenue Service
Form W-8ECI or W-8BEN, or Form W-8 and a Section 4.04(b)(ii) Certificate, as the
case may be, and such other forms as may be required in order to confirm or
establish the entitlement of such Bank to a continued exemption from or
reduction in United States withholding tax with respect to payments by the
Company under this Agreement and any Note, or it shall immediately notify the
Company and the Administrative Agent of its inability to deliver any such Form
or Certificate, in which case such Bank shall not be required to deliver any
such Form or Certificate. Notwithstanding anything to the contrary contained in
Section 4.04(a), but subject to Section 13.04(b) and the immediately succeeding
sentence, (x) the Company shall be entitled, to the extent it is required to do
so by law, to deduct or withhold Taxes, income or similar taxes imposed by the
United States (or any political subdivision or taxing authority thereof or
therein) from interest, fees or other amounts payable hereunder for the account
of any Bank which is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the
extent that such Bank has not timely provided to the Company U.S. Internal
Revenue Service Forms that establish a complete exemption from such deduction or
withholding and (y) the Company shall not be obligated pursuant to Section
4.04(a) to gross-up payments to be made to a Bank in respect of Taxes, income or
similar taxes imposed by the United States if (I) such Bank has not provided to
the Company the Internal Revenue Service Forms required to be provided to the
Company pursuant to this Section 4.04(b), to the extent that such Forms do not
establish a complete exemption from withholding of such taxes or (II) in the
case of a payment, other than interest, is made to a Bank described in clause
(ii) above. Notwithstanding anything to the contrary contained in the preceding
sentence or elsewhere in this Section 4.04 and except as set


                                      -30-
<PAGE>

forth in Section 13.04(b), the Company agrees to pay additional amounts and to
indemnify each Bank in the manner set forth in Section 4.04(a) (without regard
to the identity of the jurisdiction requiring the deduction or withholding) in
respect of any amounts deducted or withheld by it as described in the
immediately preceding sentence as a result of any changes after the Effective
Date in any applicable law, treaty, governmental rule, regulation, guideline or
order, or in the interpretation thereof, relating to the deducting or
withholding of income or similar Taxes.

      (c) If a Bank is managed and controlled from or incorporated under the
laws of any jurisdiction other than the United Kingdom and is required to make
Revolving Loans to a Subsidiary Borrower incorporated in the United Kingdom
through a lending office located outside the United Kingdom (a "NON-U.K. BANK"),
such Non-U.K. Bank agrees to file with the relevant taxing authority (with a
copy to the Company and the Administrative Agent), to the extent that it is
entitled to file, at the expense of such Subsidiary Borrower within 20 days
after the Effective Date, or in the case of a Non-U.K. Bank that is an assignee
or transferee of an interest under this Agreement pursuant to Section 1.13 or
13.04 (unless the respective Non-U.K. Bank was already a Non-U.K. Bank
immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Non-U.K. Bank, two accurate and complete copies
of the form entitled "Claim on Behalf of a United States Domestic Corporation to
Relief from United Kingdom Income Tax on Interest and Royalties Arising in the
United Kingdom," or its counterpart with respect to jurisdictions other than the
United States, or any successor form. Such Non-U.K. Bank shall claim in such
form its entitlement to a complete exemption from or reduced rate of U.K.
withholding tax on interest paid by such Subsidiary Borrower hereunder, and
shall file with the relevant taxing authority, any successor forms thereto if
any previously filed form is found to be incomplete or incorrect in any material
respect or upon the obsolescence of any previously delivered form, PROVIDED that
the failure to obtain such exemption from or reduced rate of U.K. withholding
tax shall not alter the obligations of the Borrowers under Section 4.04(a). Each
Non-U.K. Bank that is entitled to a complete exemption from U.K. withholding tax
on interest paid by such Subsidiary Borrower hereunder without the filing of
such form need not file such form, but shall demonstrate to the reasonable
satisfaction of the Company the basis for such exemption.

      (d) Each Bank represents and warrants to the Administrative Agent, the
Company and each other Borrower that is a Domestic Subsidiary that under
applicable law and treaties in effect as of the date hereof no taxes imposed by
the United States or any country in which any Bank is organized or controlled or
in which any Bank's applicable lending office is located or any political
subdivision of any of the foregoing will be required to be withheld by the
Company or any other Borrower that is a Domestic Subsidiary with respect to any
payments to be made to such Bank, or any of its applicable lending offices, in
respect of any of the Loans; PROVIDED, HOWEVER, that the Banks shall not make
the representations and warranties under this Section 4.04(d) with respect to,
and such representations and warranties shall not include, (i) Loans denominated
in a currency other than the official currency of the jurisdiction under the
laws of which the applicable Borrower is organized and (ii) Loans for which the
outstanding principal thereof and interest thereon is being paid by the Company
pursuant to Section 12.


                                      -31-
<PAGE>

SECTION 5.     CONDITIONS PRECEDENT.

  SECTION 5.01. CONDITIONS TO EFFECTIVE DATE AND CREDIT EVENTS ON THE EFFECTIVE
DATE. The occurrence of the Effective Date pursuant to Section 13.10, and the
obligation of each Bank to make Loans, and the obligation of the Issuing Agent
to issue Letters of Credit, in each case on the Effective Date, are subject at
the time of such Credit Event to the satisfaction of the following conditions:

            (a) EXECUTION OF AGREEMENT; NOTES. (i) This Agreement shall have
      been executed and delivered as provided in Section 13.10 and (ii) to the
      extent requested by any Bank, there shall have been delivered to (x) the
      Administrative Agent for the account of the requesting Bank(s) the
      appropriate Bid Notes and/or Revolving Notes and/or Local Currency Notes
      executed by the respective Borrower, (y) to Bank of America, a Swingline
      Note executed by the Company, and (z) to the CAD Swingline Lender, a
      Swingline Note executed by Sealed Air (Canada) in each case in the amount,
      maturity and as otherwise provided herein.

            (b) OPINION OF COUNSEL. On the Effective Date, the Administrative
      Agent shall have received an opinion, addressed to the Administrative
      Agent and each of the Banks and dated the Effective Date, from (i) Davis
      Polk & Wardwell, Special Counsel of the Borrowers, covering the matters
      set forth in and in the form of Exhibit E-1 and (ii) General Counsel of
      the Company, covering the matters set forth in and in the form of Exhibit
      E-2, and such other matters incident to the transactions contemplated
      herein as the Administrative Agent may reasonably request.

            (c) CORPORATE DOCUMENTS; PROCEEDINGS; OFFICERS' CERTIFICATES. (i) On
      the Effective Date, the Administrative Agent shall have received from each
      Borrower (other than Sealed Air (New Zealand) Limited, Sealed Air
      Argentina S.A. and Cryovac Australia Pty. Limited) a certificate, dated
      the Effective Date, signed by the Secretary or any Assistant Secretary of
      such Borrower, substantially in the form of Exhibit F-1, with appropriate
      insertions, together with copies of the certificate of incorporation and
      by-laws or other equivalent governing document of such Borrower and the
      resolutions of the Borrower referred to in such certificate, and a
      certificate, dated the Effective Date, signed by the Chairman, President
      or any Vice President (or equivalent officer) of such Borrower,
      substantially in the form of Exhibit F-2, and each of the foregoing shall
      be satisfactory to the Administrative Agent.

                (ii) All corporate proceedings and all instruments and
      agreements in connection with the transactions contemplated by this
      Agreement and the other Credit Documents shall be satisfactory in form and
      substance to the Administrative Agent, and, with respect to the Company,
      the Administrative Agent shall have received all information and copies of
      all documents and papers, including records of corporate proceedings and
      governmental approvals (to the extent required under clause (d) below),
      which the Administrative Agent reasonably may have requested in connection
      therewith, such documents and papers where appropriate to be certified by
      proper corporate or governmental authorities.


                                      -32-
<PAGE>

            (d) GOVERNMENTAL APPROVALS, ETC. On or prior to the Effective Date,
      all necessary governmental (domestic and foreign) and third party
      approvals in connection with the transactions contemplated by the Credit
      Documents and otherwise referred to herein or therein shall have been
      obtained and remain in effect, (except such approvals the failure to
      obtain which, individually or in the aggregate, would not reasonably be
      expected to have a Material Adverse Effect).

            (e) OUTSTANDING CREDIT AGREEMENT. On or prior to the Effective Date,
      the Company shall have provided evidence satisfactory to the
      Administrative Agent of the termination (or arrangements for termination)
      of the Global Revolving Credit Agreement (364-Day) dated as of March 30,
      1998 among Sealed Air Corporation, certain of its subsidiaries, the banks
      party thereto ABN AMRO Bank, N.V., as Administrative Agent, Bankers Trust
      Company as Documentation Agent and Bank of America, N.A., as Syndication
      Agent, payment (or arrangements for the payment) in full of the principal
      of and accrued interest on all loans outstanding thereunder and all
      accrued letter of credit fees and commitment fees owing thereunder and
      cancellation of any letters of credit issued thereunder.

            (f) FEES, ETC. On the Effective Date, the Company shall have paid to
      the Administrative Agent and the Banks all costs, fees and expenses
      (including, without limitation, legal fees and expenses) payable to the
      Administrative Agent and the Banks to the extent then due.

      Each Bank that is also a bank under the Global Revolving Credit Agreement
(364-Day) referred to in clause (e), by its execution hereof, hereby waives any
requirement under such Agreement that the Company give prior notice of the
termination of the commitments thereunder, and agrees that such notice may be
given on the same day as such termination is to be effective.

  SECTION 5.02. CONDITIONS AS TO ALL CREDIT EVENTS. The occurrence of the
Effective Date pursuant to Section 13.10, and the obligation of each Bank to
make Loans (including Loans made on the Effective Date, but excluding Mandatory
Borrowings made thereafter, which shall be made as provided in Section 1.01(c))
and the obligation of the Issuing Agent to issue any Letter of Credit, is
subject, at the time of each such Credit Event (except as hereinafter
indicated), to the satisfaction of the following conditions:

            (a) NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time of each
      such Credit Event and also after giving effect thereto (i) there shall
      exist no Default and (ii) all representations and warranties contained
      herein (other than Section 6.05) and in the other Credit Documents shall
      be true and correct in all material respects with the same effect as
      though such representations and warranties had been made on the date of
      the making of such Credit Event (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).


                                      -33-
<PAGE>

            (b) NOTICE OF BORROWING, LETTER OF CREDIT REQUEST. (i) Prior to the
      making of each Loan, the Administrative Agent shall have received a Notice
      of Borrowing meeting the requirements of Section 1.03(a). Prior to the
      making of each Swingline Loan, the applicable Swingline Lender shall have
      received the notice required by Section 1.03(b).

                (ii) Prior to the issuance of each Letter of Credit, the
      Administrative Agent and the Issuing Agent shall have received a Letter of
      Credit Request meeting the requirements of Section 2.03.

The occurrence of the Effective Date and the acceptance of the benefits of each
Credit Event shall constitute a representation and warranty by the Borrowers
that all the applicable conditions to such Credit Event specified in this
Section 5 have been satisfied as of that time. All of the Notes, certificates,
legal opinions and other documents and papers referred to in this Section 5,
unless otherwise specified, shall be delivered to the Administrative Agent at
its Notice Office for the account of each of the Banks and, except for the
Notes, if any, in sufficient counterparts for each of the Banks and shall be
satisfactory in form and substance to the Administrative Agent and the Banks.

  SECTION 5.03. SUBSIDIARY BORROWERS, ETC. (a) The obligation of each Bank to
make Loans to Sealed Air (New Zealand) Limited, Sealed Air Argentina S.A. or
Cryovac Australia Pty. Limited is subject to the satisfaction of the following
conditions:

            (i) if requested by any Bank, such Subsidiary Borrower shall have
      executed and delivered Revolving Notes satisfying the conditions of
      Section 1.06; and

           (ii) the Administrative Agent shall have received from such
      Subsidiary Borrower a certificate, signed by the Secretary or any
      Assistant Secretary (or equivalent officer) of such Subsidiary Borrower,
      substantially in the form of Exhibit F-1, with appropriate insertions,
      together with copies of the certificate of incorporation and by-laws or
      other equivalent governing document of such Subsidiary Borrower and the
      resolutions of the Subsidiary Borrower referred to in such certificate,
      and a certificate signed by the Chairman, President or any Vice President
      (or equivalent officer) of such Borrower, substantially in the form of
      Exhibit F-2, and each of the foregoing shall be satisfactory to the
      Administrative Agent.

      (b) At any time that the Company desires that a Wholly-Owned Subsidiary of
the Company (other than those Subsidiaries that are Subsidiary Borrowers on the
date hereof) become a Subsidiary Borrower hereunder, such Subsidiary Borrower
shall satisfy the following conditions at the time it becomes a Subsidiary
Borrower:

            (i) if requested by any Bank, such Subsidiary Borrower shall have
      executed and delivered Revolving Notes and, if appropriate, Local Currency
      Notes satisfying the conditions of Section 1.06;

           (ii) such Subsidiary Borrower shall have executed and delivered an
      Election to Become a Subsidiary Borrower, which shall be in full force and
      effect;


                                      -34-
<PAGE>

          (iii) to the extent any of the documents, writings, records,
      instruments and consents that would have been required by Section 5.01(c)
      if such Subsidiary Borrower had been subject thereto on the Effective Date
      had not been heretofore delivered, such items shall have been delivered
      to, and shall be satisfactory to, the Administrative Agent; and

           (iv) such Subsidiary Borrower shall have received the consent of the
      Administrative Agent, such consent not to be unreasonably withheld.

      (c) Each Subsidiary Borrower shall cease to be a Borrower hereunder upon
the delivery to the Administrative Agent of an Election to Terminate in the form
of Exhibit L hereto or such Subsidiary Borrower ceasing to be a Subsidiary. Upon
ceasing to be a Borrower pursuant to the preceding sentence, a Borrower shall
lose the right to request Borrowings hereunder, but such circumstance shall not
affect any obligation of a Subsidiary Borrower theretofore incurred.

SECTION 6.     REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

      In order to induce the Banks to enter into this Agreement and to make the
Loans, and issue (and participate in) the Letters of Credit as provided herein,
each Borrower makes the following representations, warranties and agreements,
all of which shall survive the execution and delivery of this Agreement and the
Notes and the making of the Loans and issuance of the Letters of Credit.

  SECTION 6.01. STATUS. Each of the Company and its Material Subsidiaries (i) is
duly organized, validly existing and, if applicable, in good standing, under the
laws of the jurisdiction of its incorporation or organization, (ii) has the
corporate or comparable power and authority to own its property and assets and
to transact the business in which it is engaged and presently proposes to engage
and (iii) is duly qualified as a foreign corporation and, if applicable, in good
standing in each jurisdiction where the ownership, leasing or operation of
property or the conduct of its business requires such qualification, except
where the failure to be so qualified would not reasonably be expected to have a
Material Adverse Effect.

  SECTION 6.02. POWER AND AUTHORITY. Each Borrower and each Subsidiary Guarantor
has the corporate or comparable power and authority to execute, deliver and
perform the terms and provisions of each of the Credit Documents to which it is
a party and has taken all necessary corporate or comparable action to authorize
the execution, delivery and performance by it of each of such Credit Documents.
Each Borrower and each Subsidiary Guarantor has duly executed and delivered each
of the Credit Documents to which it is a party, and each of such Credit
Documents constitutes its legal, valid and binding obligation enforceable in
accordance with its terms, except to the extent that the enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws generally affecting creditors' rights and by equitable
principles (regardless of whether enforcement is sought in equity or at law).

  SECTION 6.03. NO VIOLATION. Neither the execution, delivery or performance by
any Borrower or any Guarantor of the Credit Documents to which it is a party,
nor compliance by it


                                      -35-
<PAGE>

with the terms and provisions thereof, (i) contravenes any provision of any law,
statute, rule or regulation or any order, writ, injunction or decree of any
court or governmental instrumentality, except where such contravention would not
reasonably be expected to have a Material Adverse Effect, (ii) conflicts or is
inconsistent with or results in any breach of any of the terms, covenants,
conditions or provisions of, or constitutes a default under, or results in the
creation or imposition of (or the obligation to create or impose) any Lien upon
any of the property or assets of the Company or any of its Material Subsidiaries
pursuant to the terms of any indenture, mortgage, deed of trust, credit
agreement, loan agreement or any other material agreement, contract or
instrument to which the Company or any of its Material Subsidiaries is a party
or by which it or any of its property or assets are bound or to which it may be
subject, except where such conflict, inconsistency, breach or default would not
reasonably be expected to result in a Material Adverse Effect or (iii) violates
any provision of the certificate of incorporation or by-laws (or the equivalent
documents) of the Company or any of its Material Subsidiaries.

  SECTION 6.04. GOVERNMENTAL APPROVALS. No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except as have been obtained or made on or prior to the relevant Credit Event
and which remain in full force and effect), or exemption by, any governmental or
public body or authority, or any subdivision thereof, is required to be obtained
by the Company, any Borrower or any Guarantor to authorize, or is required for,
(i) the execution, delivery and performance of any Credit Document or (ii) the
legality, validity, binding effect or enforceability of any Credit Document.

  SECTION 6.05. FINANCIAL STATEMENTS; FINANCIAL CONDITION. The audited
consolidated balance sheet of the Company and its Subsidiaries for the fiscal
year ended December 31, 1999 and the related consolidated statements of income
or operations, shareholders' equity and cash flows for such fiscal year of the
Company and its Subsidiaries (i) were prepared in accordance with generally
accepted accounting principles consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein; and (ii) fairly
present the financial condition of the Company and its Subsidiaries as of the
date thereof and their results of operations for the period covered thereby in
accordance with generally accepted accounting principles consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein. The unaudited consolidated financial statements of the Company and its
Subsidiaries dated September 30, 2000, and the related consolidated statements
of income or operations, and cash flows for the fiscal quarter ended on that
date (i) were prepared in accordance with generally accepted accounting
principles consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein, and subject to normal year-end audit
adjustments and to the fact that such financial statements may be abbreviated
and may omit footnotes or contain incomplete footnotes; and (ii) fairly present
the financial condition of the Company and its Subsidiaries as of the date
thereof and their results of operations for the period covered thereby. During
the period from December 31, 1999 to the Effective Date, there has been no
change in the business, results of operations or financial condition of the
Company and its Subsidiaries, taken as a whole, that would reasonably be
expected to have a Material Adverse Effect.

  SECTION 6.06. LITIGATION. Except for certain proceedings, investigations and
other legal matters as to which the Company cannot currently predict the results
or impact, if any, but as to


                                      -36-
<PAGE>

which in any event, pursuant to the Distribution Agreement, the Company and
Cryovac and its affiliates are indemnified by the New Grace Group (as defined in
the Distribution Agreement), there are no actions, suits or proceedings pending
or, to the knowledge of any Borrower, threatened against the Company or any
Material Subsidiary in which there is a reasonable possibility of an adverse
decision (i) which in any manner draws into question the validity or
enforceability of any Credit Document or (ii) that would reasonably be expected
to have a Material Adverse Effect.

  SECTION 6.07. TRUE AND COMPLETE DISCLOSURE. All factual information (taken as
a whole) heretofore or contemporaneously furnished by or on behalf of the
Company or any of its Subsidiaries in writing to any Bank (including, without
limitation, all information relating to the Company and its Subsidiaries
contained in the Credit Documents but excluding any forecasts and projections of
financial information and results submitted to any Bank) for purposes of or in
connection with this Agreement, or any transaction contemplated herein, is to
the knowledge of the Company true and accurate in all material respects on the
date as of which such information is dated or certified and not incomplete by
omitting to state any fact necessary to make such information (taken as a whole)
not misleading at such time in light of the circumstances under which such
information was provided.

  SECTION 6.08. USE OF PROCEEDS; MARGIN REGULATIONS. (a) All proceeds of Loans
shall be used by the respective Borrowers for the working capital and general
corporate purposes of the Company and its Subsidiaries, including acquisitions
of assets and stock (including repurchases by the Company of its own stock).

      (b) No part of the proceeds of any Loan will be used by any Borrower or
any Subsidiary thereof to purchase or carry any Margin Stock (other than
repurchases by the Company of its own stock) or to extend credit to others for
the purpose of purchasing or carrying any Margin Stock. Neither the making of
any Loan nor the use of the proceeds thereof will violate or be inconsistent
with the provisions of Regulations T, U or X of the Board of Governors of the
Federal Reserve System.

  SECTION 6.09. TAX RETURNS AND PAYMENTS. Each of the Company and its
Subsidiaries has timely filed or caused to be timely filed, on the due dates
thereof or pursuant to applicable extensions thereof, with the appropriate
taxing authority, all Federal and other material returns, statements, forms and
reports for taxes (the "RETURNS") required to be filed by or with respect to the
income, properties or operations of the Company and/or any of its Subsidiaries,
except where the failure to so file would not reasonably be expected to result
in a Material Adverse Effect. Each of the Company and its Subsidiaries has paid
all material taxes payable by them other than taxes which are not delinquent,
and other than those contested in good faith and for which adequate reserves
have been established in accordance with generally accepted accounting
principles and which if unpaid would reasonably be expected to result in a
Material Adverse Effect.

  SECTION 6.10. COMPLIANCE WITH ERISA. Each Plan is in substantial compliance
with the material provisions of ERISA and the Code; no Reportable Event has
occurred with respect to a Plan which would reasonably be expected to result in
a Material Adverse Effect; no Plan is


                                      -37-
<PAGE>

insolvent or in reorganization; excluding Plans which are multiemployer plans
(as defined in Section 4001(a)(3) of ERISA) the aggregate Unfunded Current
Liability for all Plans does not exceed $20,000,000, and no Plan has an
accumulated or waived funding deficiency or has applied for an extension of any
amortization period within the meaning of Section 412 of the Code; all material
contributions required to be made with respect to a Plan have been timely made;
neither the Company nor any Subsidiary of the Company nor any ERISA Affiliate
has incurred any material liability to or on account of a Plan pursuant to
Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section
401(a)(29), or 4971 of the Code; no proceedings have been instituted to
terminate, or to appoint a trustee to administer, any Plan other than pursuant
to Section 4041(b) of ERISA; and no lien imposed under the Code or ERISA on the
assets of the Company or any Subsidiary of the Company or any ERISA Affiliate
exists or is likely to arise on account of any Plan. All representations made in
this Section 6.10 with respect to Plans which are multiemployer plans (as
defined in Section 4001(a)(3) of ERISA) shall be to the best knowledge of the
Company.

  SECTION 6.11. SUBSIDIARIES. Schedule 6.11 correctly sets forth, as of the
Effective Date, each Material Subsidiary of the Company.

  SECTION 6.12. COMPLIANCE WITH STATUTES, ETC. Each of the Company and its
Subsidiaries is, to the knowledge of the Senior Financial Officers, after due
inquiry, in compliance with all applicable statutes, regulations and orders of,
and all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of their businesses and the ownership of
their property, except any such noncompliance as would not reasonably be
expected to have, either individually or in the aggregate, a Material Adverse
Effect.

  SECTION 6.13. ENVIRONMENTAL MATTERS. (a) Each of the Company and its
Subsidiaries is, to the knowledge of the Senior Financial Officers, after due
inquiry, in compliance with all applicable Environmental Laws and the
requirements of any permits issued under such Environmental Laws, except for any
such noncompliance or failures which would not reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect.

      (b) Neither the Company nor any Subsidiary has received notice to the
effect that its operations are not in compliance with any of the requirements of
any Environmental Law or are the subject of any governmental investigation
evaluating whether any remedial action is needed to respond to release of any
toxic or hazardous waste or substance into the environment, except for notices
that relate to noncompliance or remedial action which would not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect.

  SECTION 6.14. INVESTMENT COMPANY ACT. Neither the Company nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

  SECTION 6.15. PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Company nor any
of its Subsidiaries is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company" within the meaning of the Public Utility Holding
Company Act of 1935, as amended.


                                      -38-
<PAGE>

  SECTION 6.16. PATENTS, LICENSES, FRANCHISES AND FORMULAS. Each of the Company
and its Subsidiaries owns all the patents, trademarks, permits, service marks,
trade names, copyrights, licenses, franchises and formulas, or rights with
respect to the foregoing, or each has obtained licenses or assignments of all
other rights of whatever nature necessary for the present conduct of its
businesses, without any known conflict with the rights of others which, or the
failure to obtain which, as the case may be, would reasonably be expected to
result in a Material Adverse Effect.

  SECTION 6.17. PROPERTIES. Each of the Company and its Subsidiaries has good
title to all properties owned by them, free and clear of all Liens, other than
as permitted by Section 8.03, except where the failure to have such good title
free and clear of such Liens would not reasonably be expected to result in a
Material Adverse Effect.

  SECTION 6.18. LABOR RELATIONS. Neither the Company nor any of its Subsidiaries
is engaged in any unfair labor practice that would reasonably be expected to
have a Material Adverse Effect.

SECTION 7.     AFFIRMATIVE COVENANTS.

      Each Borrower covenants and agrees that on and after the Effective Date
and until the Total Commitment and all Letters of Credit have terminated, and
the Loans, any Unpaid Drawings and the Notes, together with interest, Fees and
all other obligations incurred hereunder and thereunder, are paid in full:

  SECTION 7.01. INFORMATION COVENANTS. The Company will furnish to the
Administrative Agent (in sufficient quantity for each Bank):

            (a) QUARTERLY FINANCIAL STATEMENTS. Within 60 days after the close
      of each of the first three quarterly accounting periods in each fiscal
      year of the Company, the consolidated balance sheet of the Company and its
      Subsidiaries as at the end of such quarterly accounting period and the
      related consolidated statements of income for such quarterly accounting
      period and for the elapsed portion of the fiscal year ended with the last
      day of such quarterly accounting period and the related consolidated
      statement of cash flows for the elapsed portion of the fiscal year ended
      with the last day of such quarterly accounting period, all of which shall
      be certified by the chief financial officer of the Company subject to
      normal year-end audit adjustments and to the fact that such financial
      statements may be abbreviated and may omit footnotes or contain incomplete
      footnotes.

            (b) ANNUAL FINANCIAL STATEMENTS. Within 120 days after the close of
      each fiscal year of the Company, the consolidated balance sheet of the
      Company and its Subsidiaries as at the end of such fiscal year and the
      related consolidated statements of income and retained earnings and cash
      flows for such fiscal year, in each case reported on by independent
      certified public accountants of recognized national standing.

            (c) OFFICER'S CERTIFICATES. At the time of the delivery of the
      financial statements provided for in Section 7.01 (a) and (b), a
      certificate of the chief financial


                                      -39-
<PAGE>

      officer of the Company to the effect that to the best of such officer's
      knowledge, no Default has occurred and is continuing, or if the chief
      financial officer is unable to make such certification, such officer shall
      supply a statement setting forth the reasons for such inability,
      specifying the nature and extent of such reasons. Such certificate shall
      also set forth the calculations required to establish whether the Company
      was in compliance with the provisions of Sections 8.01 and 8.02, at the
      end of such fiscal quarter or year, as the case may be.

            (d) NOTICE OF DEFAULT OR LITIGATION. Promptly, and in any event
      within five Business Days after a Senior Financial Officer obtains actual
      knowledge thereof, notice of (i) the occurrence of any event which
      constitutes a Default or (ii) a development or event which would
      reasonably be expected to have a Material Adverse Effect.

            (e) OTHER REPORTS AND FILINGS. Within ten Business Days after the
      same are filed, copies of all reports on Forms 10-K, 10-Q, and 8-K and any
      amendments thereto, or successor forms, which the Company may file with
      the Securities Exchange Commission or any governmental agencies
      substituted therefor.

            (f) OTHER INFORMATION. From time to time, such other information or
      documents (financial or otherwise) as any Bank may reasonably request.

  SECTION 7.02. BOOKS, RECORDS AND INSPECTIONS. The Company will, and will cause
each of its Subsidiaries to, permit officers and designated representatives of
the Administrative Agent or the Required Banks, at their own expense, upon five
Business Days' notice, to visit and inspect (subject to reasonable safety and
confidentiality requirements) any of the properties of the Company or such
Subsidiary, and to examine the books of account of the Company or such
Subsidiary and discuss the affairs, finances and accounts of the Company or such
Subsidiary with, and be advised as to the same by, its and their officers and
independent accountants, all at such reasonable times during normal business
hours and intervals and to such reasonable extent as the Administrative Agent or
the Required Banks may request; PROVIDED that such Bank shall have given the
Company's Chief Financial Officer or Treasurer a reasonable opportunity to
participate therein in person or through a designated representative.

  SECTION 7.03. MAINTENANCE OF INSURANCE. The Company will, and will cause each
of its Material Subsidiaries to maintain with financially sound and reputable
insurance companies (which may include captive insurers) insurance as is
reasonable for the business activities of the Company and its Subsidiaries.

  SECTION 7.04. CORPORATE FRANCHISES. The Company will, and will cause each of
its Material Subsidiaries to, do or cause to be done, all things necessary to
preserve and keep in full force and effect its existence and corporate or
comparable franchises necessary or desirable in the normal conduct of its
business; PROVIDED, HOWEVER, that nothing in this Section 7.04 shall prevent (i)
any merger or consolidation between or among the Subsidiaries of the Company, in
each case in accordance with Section 8.06, or (ii) the dissolution or
liquidation of any Subsidiary of the Company or the withdrawal by the Company or
any of its Subsidiaries of its qualification


                                      -40-
<PAGE>

to do business as a foreign corporation in any jurisdiction, if the Company
determines that there is a valid business purpose for doing so.

  SECTION 7.05. COMPLIANCE WITH STATUTES, ETC. The Company will, and will cause
each of its Subsidiaries to, comply with all applicable statutes, regulations
and orders of, and all applicable restrictions imposed by, all governmental
bodies, domestic or foreign, in respect of the conduct of its business and the
ownership of its property (including, without limitation, all Environmental Laws
applicable to the ownership or use of Real Property now or hereafter owned or
operated by the Company or any of its Subsidiaries), except where the necessity
of compliance therewith is being contested in good faith and except such
noncompliances as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

  SECTION 7.06. ERISA. As soon as possible and, in any event, within 10 days
after a Senior Financial Officer of the Company knows of the occurrence of any
of the following, the Company will deliver to each of the Banks a certificate of
the Chief Financial Officer of the Company setting forth details as to such
occurrence and the action, if any, that the Company or a Subsidiary is required
or proposes to take, together with any notices required or proposed to be given
to or filed with or by the Company, the Subsidiary, the ERISA Affiliate, the
PBGC, a Plan participant or the Plan administrator with respect thereto: that a
Reportable Event which would reasonably be expected to result in a Material
Adverse Effect has occurred; that a Plan has been or is expected to be
terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA; that a Plan has an Unfunded Current Liability giving rise to a lien under
ERISA or the Code; that proceedings may be or have been instituted to terminate
or appoint a trustee to administer a Plan pursuant to which the Company, a
Subsidiary of the Company or an ERISA Affiliate will be required to contribute
amounts in excess of $20,000,000 in the aggregate in any fiscal year of the
Company in order to effect such termination; that a proceeding has been
instituted pursuant to Section 515 of ERISA to collect a delinquent contribution
to a Plan; that the Company, any Subsidiary of the Company or any ERISA
Affiliate will or is expected to incur any material liability (including any
indirect, contingent or secondary liability) to or on account of the termination
of or withdrawal from a Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or
4212 of ERISA or with respect to a Plan under Section 401(a)(29) or 4971 of the
Code.

  SECTION 7.07. PERFORMANCE OF OBLIGATIONS. The Company will, and will cause
each of its Subsidiaries to, perform all of its material monetary obligations,
including tax liabilities, under the terms of each mortgage, indenture, security
agreement and other material agreement by which it is bound, except where the
same is being contested in good faith and except such non-payments as would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

  SECTION 7.08. ADDITIONAL GUARANTORS. The Company shall (i) within 30 days
after the delivery of the financial statements required to be delivered pursuant
to Section 7.01(a) or (b) cause each Domestic Subsidiary which, directly, or
indirectly, is, at the date of such financial statements, a Material Subsidiary
and not already a Subsidiary Guarantor, to become a Subsidiary Guarantor
hereunder and (ii) immediately upon consummation of an Acquisition cause any
Acquired Entity which, directly or indirectly, is both a Domestic Subsidiary and
a


                                      -41-
<PAGE>

Material Subsidiary, to become a Subsidiary Guarantor hereunder, in each case by
executing a Subsidiary Guarantee Agreement and delivering to the Administrative
Agent the documents that would have been required by Section 5.01(c) if such
Subsidiary had been subject thereto on the Effective Date.

SECTION 8.     NEGATIVE COVENANTS.

      Each Borrower covenants and agrees that on and after the Effective Date
and until the Total Commitment and all Letters of Credit have terminated, and
the Loans, any Unpaid Drawings and the Notes, together with interest, Fees and
all other obligations incurred hereunder and thereunder, are paid in full:

  SECTION 8.01. INTEREST COVERAGE RATIO. The Company will not permit the
Interest Coverage Ratio for any Test Period to be less than 3.0 to 1.0.

  SECTION 8.02. LEVERAGE RATIO. The Company will not permit the Leverage Ratio
to be more than 3.5 to 1.0.

  SECTION 8.03. LIENS. The Company will not, and will not permit any of its
Material Subsidiaries to, create, assume or suffer to exist any Lien on any
asset now owned or hereafter acquired by it, except:

            (a) Liens existing on the date hereof securing Indebtedness
      outstanding on the date hereof or incurred pursuant to Section 8.04(b), in
      any case identified on Schedule 8.04(b);

            (b) Liens on any asset securing Indebtedness incurred or assumed
      after the date hereof for the purpose of financing all or any part of the
      cost of purchasing or constructing such asset (including any capitalized
      lease); PROVIDED that such Lien attaches to such asset concurrently with
      or within 180 days after the purchase or completion of construction
      thereof;

            (c) any Lien on any asset of any Person existing at the time such
      Person becomes a Subsidiary of the Company and not created in
      contemplation of such event;

            (d) any Lien on any asset of any Person existing at the time such
      Person is merged or consolidated with or into the Company or any of its
      Subsidiaries and not created in contemplation of such event;

            (e) any Lien on any asset existing prior to the acquisition thereof
      by the Company or any of its Subsidiaries and not created in contemplation
      of such acquisition;

            (f) any Lien arising out of the renewal, replacement or refunding of
      any Indebtedness secured by any Lien permitted by any of the foregoing
      clauses of this


                                      -42-
<PAGE>

      Section, PROVIDED that such Indebtedness is not increased other than by an
      amount equal to any reasonable financing fees and is not secured by any
      additional assets;

            (g) Liens created pursuant to any industrial revenue bond or similar
      conduit financing to secure the related Indebtedness, so long as such Lien
      is limited to the assets of the related project;

            (h) Liens securing any obligations of any Subsidiary of the Company
      to a Borrower or a Subsidiary Guarantor;

            (i) Liens on Accounts Receivable that are the subject of a Permitted
      Receivables Financing (and any related property that would ordinarily be
      subjected to a lien in connection therewith, such as proceeds and
      records);

            (j) Liens for taxes, governmental assessments, charges or levies in
      the nature of taxes not yet due and payable, or Liens for taxes,
      governmental assessments, charges or levies in the nature of taxes being
      contested in good faith and by appropriate proceedings for which adequate
      reserves (in the good faith judgment of the management of the Company)
      have been established;

            (k) Liens imposed by law, which were incurred in the ordinary course
      of business and do not secure indebtedness for borrowed money, such as
      carriers', warehousemen's, materialmen's, repairmen's and mechanic's liens
      and other similar Liens arising in the ordinary course of business,
      including, without limitation, Liens in respect of litigation claims made
      or filed against the Company or any of its Subsidiaries in the ordinary
      course of business, and (x) which do not in the aggregate materially
      detract from the value of such property or assets or materially impair the
      use thereof in the operation of the business of the Company and its
      Subsidiaries or (y) which are being contested in good faith by appropriate
      proceedings, which proceedings have the effect of preventing the
      forfeiture or sale of the property or assets subject to any such Lien;

            (l)   Permitted Encumbrances;

            (m) utility deposits and pledges or deposits in connection with
      worker's compensation, unemployment insurance and other social security
      legislation, or to secure the performance of tenders, statutory
      obligations, surety, customs and appeal bonds, bids, leases, performance
      and return-of-money bonds and other similar obligations (exclusive of
      obligations for the payment of borrowed money);

            (n) landlord's liens under leases to which the Company or any of its
      Subsidiaries is a party;

            (o) Liens arising from precautionary UCC financing statement filings
      regarding operating leases; and


                                      -43-
<PAGE>

            (p) Liens not otherwise permitted by the foregoing clauses of this
      Section securing Indebtedness in an aggregate principal amount outstanding
      at any time not exceeding the greater of $150,000,000 and 10% of
      Consolidated Stockholders' Equity as at the last day of the most recently
      ended fiscal quarter of the Company.

  SECTION 8.04. SUBSIDIARY INDEBTEDNESS. The Company will not permit any of its
Material Subsidiaries to create, incur, assume or suffer to exist any
Indebtedness, except:

            (a) Indebtedness incurred pursuant to this Agreement and the
      Existing Credit Agreement;

            (b) Indebtedness existing as of December 31, 2000 or incurred
      pursuant to commitments or lines of credit in effect as of December 31,
      2000 in any case identified on Schedule 8.04(b), or any renewal,
      replacement or refunding thereof so long as such renewals, replacements or
      refundings do not increase the amount of such Indebtedness or such
      commitments or lines of credit in the aggregate;

            (c) Indebtedness of any Person existing at the time such Person
      becomes a Subsidiary of the Company or is merged or consolidated into the
      Company or any of its Subsidiaries and not created in contemplation of
      such event, PROVIDED that on a pro forma basis (assuming that such event
      had been consummated on the first day of the most recently ended period of
      four fiscal quarters for which financial statements have been or are
      required to have been delivered pursuant to Section 7.01), the Company
      would have been in compliance with Sections 8.01 and 8.02 as of the last
      day of such period, and any renewal, replacement or refunding thereof so
      long as such renewal, replacement or refunding does not increase the
      amount of such Indebtedness;

            (d) Indebtedness of a Subsidiary Guarantor;

            (e) Indebtedness owed to the Company or a Subsidiary of the Company;

            (f) Indebtedness secured by Liens permitted pursuant to Section
      8.03(b);

            (g) Indebtedness arising under a Permitted Receivables Financing;

            (h) Indebtedness of Foreign Subsidiaries denominated in Euros in an
      aggregate principal amount at any time outstanding not exceeding Euro
      250,000,000; and

            (i) Indebtedness not otherwise permitted by the foregoing clauses of
      this Section 8.04 in an aggregate principal amount at any time outstanding
      not exceeding the greater of $150,000,000 and 10% of Consolidated
      Stockholders' Equity as at the last day of the most recently ended fiscal
      quarter of the Company.

  SECTION 8.05. LIMITATIONS ON ACQUISITIONS. The Company will not, and will not
permit any of its Subsidiaries, to make any Material Acquisition unless (i) no
Event of Default exists or would exist after giving effect to such Material
Acquisition and (ii) concurrently with or before


                                      -44-
<PAGE>

consummation of such Material Acquisition, the Company delivers to the
Administrative Agent a certificate of the Chief Financial Officer of the
Company, certifying that (A) immediately upon and following the consummation of
such Material Acquisition, the Company will be in compliance with Sections 8.03
and 8.04 and (B) on a pro forma basis (assuming such Material Acquisition had
been consummated on the first day of the most recently ended period of four
fiscal quarters for which financial statements have been or are required to have
been delivered pursuant to Section 7.01, the Company would have been in
compliance with Sections 8.01 and 8.02 as of the last day of such period.

  SECTION 8.06. MERGERS AND CONSOLIDATIONS. The Company will not, and will not
permit any Material Subsidiary to, be a party to any merger or consolidation,
PROVIDED that:

            (a) any Subsidiary may consolidate with or merge into the Company or
      another Subsidiary if in any such merger or consolidation involving the
      Company, the Company shall be the surviving or continuing corporation; and

            (b) any Person may consolidate with or merge into the Company or any
      Subsidiary if (A) in any such merger or consolidation involving the
      Company, the Company is the surviving or continuing corporation, (B) in
      any such merger or consolidation involving a Subsidiary the corporation
      resulting from such merger or consolidation shall be a Subsidiary; and (C)
      at the time of such merger or consolidation and after giving effect
      thereto, (i) if such transaction constitutes a Material Acquisition, the
      Company or such Subsidiary has complied with Section 8.05 and (ii) in any
      event, no Event of Default shall have occurred and be continuing or would
      result after giving effect to such transaction.

  SECTION 8.07. ASSET SALES. (a) Other than as may be permitted by Section
8.07(b), the Company will not, and will not permit any Material Subsidiary to,
sell, lease, transfer or otherwise dispose of (by merger or otherwise to a
Person who is not a Wholly-Owned Subsidiary) all or any part of its property if
such transaction involves a substantial portion of the business of the Company
and its Subsidiaries, taken as a whole. As used in this paragraph, a sale,
lease, transfer or other disposition of any property of the Company or a
Subsidiary shall be deemed to be a substantial portion of the business of the
Company and its Subsidiaries, taken as a whole, if the property proposed to be
disposed of, together with all other property previously sold, leased,
transferred or disposed of (other than in the ordinary course of business and
other than as part of a Permitted Receivables Financing) during the current
fiscal year of the Company would exceed 10% of the Consolidated Assets as of the
end of the immediately preceding fiscal year.

      (b) The Company will not, and will not permit any Material Subsidiary to,
sell, pledge or otherwise transfer any Accounts Receivable as a method of
financing unless, after giving effect thereto the sum of (i) the aggregate
uncollected balances of Accounts Receivable so transferred ("TRANSFERRED
RECEIVABLES") PLUS (ii) the aggregate amount of collections on Transferred
Receivables theretofore received by the seller but not yet remitted to the
purchaser, in each case at the date of determination, would not exceed
$300,000,000 (a "PERMITTED RECEIVABLES FINANCING").


                                      -45-
<PAGE>

  SECTION 8.08. BUSINESS. The Company will not, and will not permit any of its
Subsidiaries to, engage in any business other than the businesses in which the
Company and its subsidiaries, taken as a whole, are engaged on the Effective
Date, plus extensions and expansions thereof, and businesses and activities
incidental or related thereto.

  SECTION 8.09. LIMITATION ON ASSET TRANSFERS TO FOREIGN SUBSIDIARIES. Neither
the Company nor any Domestic Subsidiary, will convey, sell, lease, assign,
transfer or otherwise dispose of (collectively, a "TRANSFER") any of its
property, business or assets (including, without limitation leasehold
interests), whether now owned or hereafter acquired, to any Foreign Subsidiary,
except such transfers which, individually or in the aggregate, would not
reasonably be expected to materially and adversely affect the business, results
of operations or financial condition of the Company or of the Company and its
Subsidiaries taken as a whole.

SECTION 9.     EVENTS OF DEFAULT.

      The occurrence of any of the following specified events shall constitute
an "EVENT OF DEFAULT":

  SECTION 9.01. PAYMENTS. Any Borrower shall (i) default in the payment when due
of any payment of principal of its Loans or Notes or (ii) default, and such
default shall continue unremedied for at least two Business Days, of any payment
of interest on its Loans or Notes, of any Unpaid Drawing or any Fees owing by it
hereunder or thereunder; or

  SECTION 9.02. REPRESENTATIONS, ETC. Any representation, warranty or statement
made by any Borrower herein or in any other Credit Document or in any
certificate delivered pursuant hereto or thereto shall prove to have been, when
made, untrue in any material respect; or

  SECTION 9.03. COVENANTS. Any Borrower shall (i) default in the due performance
or observance by it of any term, covenant or agreement contained in Sections
7.08 and/or 8 (other than Section 8.08 or 8.09) or (ii) default in the due
performance or observance by it of any term, covenant or agreement (other than
those referred to in Sections 9.01 and 9.02 and clause (i) of this Section 9.03
but including Sections 8.08 and 8.09) contained in this Agreement and such
default described in this clause (ii) shall continue unremedied for a period of
30 days after written notice to the Company by the Administrative Agent or the
Required Banks; or

  SECTION 9.04. DEFAULT UNDER OTHER AGREEMENTS. (i) The Company or any of its
Subsidiaries shall (x) default in any payment of any Indebtedness (other than
the Notes) beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness was created or (y) default in the
observance or performance of any agreement or condition relating to any
Indebtedness (other than the Notes) or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause (determined without regard
to whether any notice is required), any such Indebtedness to become due prior to
its stated maturity or (ii) any Indebtedness of the Company or any of its
Subsidiaries shall be declared to be due and payable, or required to be prepaid
other than by a regularly


                                      -46-
<PAGE>

scheduled or other mandatory required prepayment or by reason of optional
prepayment or tender by the issuer at its discretion, prior to the stated
maturity thereof; PROVIDED that it shall not constitute an Event of Default
pursuant to this Section 9.04 unless the aggregate amount of all Indebtedness
referred to in clauses (i) and (ii) above exceeds $20,000,000 at any one time;
or

  SECTION 9.05. BANKRUPTCY, ETC. The Company or any of its Material Subsidiaries
shall commence a voluntary case concerning itself under Title 11 of the United
States Code entitled "Bankruptcy," as now or hereafter in effect, or any
successor thereto (the "BANKRUPTCY CODE"); or an involuntary case is commenced
against the Company or any of its Material Subsidiaries, and the petition is not
dismissed within 60 days, after commencement of the case; or a custodian (as
defined in the Bankruptcy Code) is appointed for, or takes charge of, all or
substantially all of the property of the Company or any of its Material
Subsidiaries, or the Company or any of its Material Subsidiaries commences any
other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Company or any
of its Material Subsidiaries, or there is commenced against the Company or any
of its Material Subsidiaries any such proceeding which remains undismissed for a
period of 60 days, or the Company or any of its Material Subsidiaries is
adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or the Company or any of its
Material Subsidiaries suffers any appointment of any custodian or the like for
it or any substantial part of its property to continue undischarged or unstayed
for a period of 60 days; or the Company or any of its Material Subsidiaries
makes a general assignment for the benefit of creditors; or any corporate action
is taken by the Company or any of its Material Subsidiaries for the purpose of
effecting any of the foregoing; or

  SECTION 9.06. ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof or a waiver of such standard
or extension of any amortization period is sought or granted under Section 412
of the Code, any Plan shall have had or is likely to have a trustee appointed to
administer such Plan, any Plan is, shall have been or is likely to be terminated
or to be the subject of termination proceedings under ERISA (other than
4041(b)), any Plan shall have an Unfunded Current Liability, a material
contribution required to be made to a Plan has not been timely made, the Company
or any Subsidiary of the Company or any ERISA Affiliate has incurred or is
likely to incur a liability to or on account of a Plan under Section 515, 4062,
4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), or 4971 of
the Code; (b) there shall result from any such event or events the imposition of
a lien, the granting of a security interest, or a liability, involving in any
case in excess of $20,000,000; and (c) which lien, security interest or
liability, would reasonably be expected to have a Material Adverse Effect; or

  SECTION 9.07. JUDGMENTS. One or more judgments or decrees shall be entered
against the Company or any of its Material Subsidiaries involving in the
aggregate for the Company and its Material Subsidiaries a liability (not paid or
fully covered by insurance) of $20,000,000 or more, and all such judgments or
decrees shall not have been vacated, discharged or stayed or bonded pending
appeal within 30 days from the entry thereof; or


                                      -47-
<PAGE>

  SECTION 9.08. GUARANTY. The Guaranty or any provision thereof shall cease to
be in full force or effect, or any Guarantor or any Person acting by or on
behalf of any Guarantor shall deny or disaffirm such Guarantor's obligations
under the Guaranty; or

  SECTION 9.09. CHANGE OF CONTROL. A Change of Control shall occur.

      If an Event of Default has occurred and is continuing, the Administrative
Agent shall upon the written request of the Required Banks, by written notice to
the Company, take any or all of the following actions, without prejudice to the
rights of the Administrative Agent, any Bank or the holder of any Note to
enforce its claims against any Borrower (PROVIDED, that, if an Event of Default
specified in Section 9.05 shall occur with respect to any Borrower, the result
which would occur upon the giving of written notice by the Administrative Agent
to the Company as specified in clauses (i), (ii) and (v) below shall occur
automatically without the giving of any such notice): (i) declare the Total
Commitment terminated, whereupon the Commitment of each Bank shall forthwith
terminate immediately and any Facility Fee and other Fees shall forthwith become
due and payable without any other notice of any kind; (ii) declare the principal
of and any accrued interest in respect of all Loans and the Notes and all
obligations owing hereunder and thereunder to be, whereupon the same shall
become, forthwith due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrowers; (iii)
terminate any Letter of Credit which may be terminated in accordance with its
terms; (iv) direct the Company to pay (and the Company agrees that upon receipt
of such notice, or upon the occurrence of an Event of Default specified in
Section 9.05 in respect of the Company, it will pay) to the Administrative Agent
at its Payment Office such additional amounts of cash, to be held as security
for the Company's reimbursement obligations for Drawings that may subsequently
occur under outstanding Letters of Credit thereunder, equal to the aggregate
Stated Amount of all Letters of Credit issued and then outstanding; and (v)
apply any cash collateral as provided in Section 4.02(a).

SECTION 10.    DEFINITIONS AND ACCOUNTING TERMS.

  SECTION 10.01. DEFINED TERMS. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

      "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.

      "ABSOLUTE RATES" shall have the meaning provided in Section 1.04(a).

      "ACCOUNTS RECEIVABLE" shall mean, with respect to any Person, all rights
of such Person to the payment of money arising out of any sale, lease or other
disposition of goods or provision of services by such Person.

      "ACQUIRED ENTITIES" shall mean any Person that becomes a Subsidiary as a
result of an Acquisition.


                                      -48-
<PAGE>

      "ACQUISITION" means (i) an investment by the Company or any of its
Subsidiaries in any Person (other than the Company or any of its Subsidiaries)
pursuant to which such Person shall become a Subsidiary or shall be merged into
or consolidated with the Company or any of its Subsidiaries or (ii) an
acquisition by the Company or any of its Subsidiaries of the property and assets
of any Person (other than the Company or any of its Subsidiaries) that
constitutes substantially all of the assets of such Person or any division or
line or business of such Person.

      "ADMINISTRATIVE AGENT" shall mean Bank of America, N.A., in its capacity
as Administrative Agent for the Banks hereunder, and shall include any successor
to the Administrative Agent appointed pursuant to Section 11.09.

      "AFFILIATE" shall mean, with respect to any Person, any other Person (i)
directly or indirectly controlling (including, but not limited to, all directors
and officers of such Person), controlled by, or under direct or indirect common
control with, such Person or (ii) that directly or indirectly owns more than 5%
of the voting securities of such Person. A Person shall be deemed to control
another Person if such Person possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of, such other
Person, whether through the ownership of voting securities, by contract or
otherwise.

      "AGENT-RELATED PERSONS" shall mean the Administrative Agent (including any
successor administrative agent), together with its Affiliates (including, in the
case of Bank of America in its capacity as Administrative Agent, the Arranger),
and the officers, directors, employees, agents and attorneys-in-fact of such
Persons and Affiliates.

      "AGREEMENT" shall mean this Global Revolving Credit Agreement, as
modified, supplemented, amended, restated, extended, renewed or replaced from
time to time.

      "APPLICABLE CREDIT RATING" at any time shall mean (i) the Moody's Credit
Rating at such time and the S&P Credit Rating at such time, if such Credit
Ratings are the same, or (ii) if the Moody's Credit Rating and the S&P Credit
Rating differ by one level (it being understood that a rating level shall
include numerical modifiers and (+) and (-) modifiers), the Applicable Credit
Rating shall be the higher of the two Credit Ratings or (iii) if the Moody's
Credit Rating and the S&P Credit Rating differ by more than one level or if
there is no Moody's Credit Rating or S&P Credit Rating, the Applicable Credit
Rating shall be the Credit Rating that is one level lower than the higher of the
two Credit Ratings or one level below the remaining Credit Rating. If any Credit
Rating shall be changed by Moody's or S&P, such change shall be effective for
purposes of this definition as of the Business Day following such change. Any
change in the Applicable Credit Rating shall apply during the period beginning
on the effective date of such change and ending on the date immediately
preceding the effective date of the next such change.

      "APPLICABLE MARGIN" shall mean, for any day, the rate per annum set forth
below opposite the Applicable Rating Period then in effect:


                                      -49-
<PAGE>

<TABLE>
<CAPTION>

                    APPLICABLE RATING
                         PERIOD                          RATE

<S>                                                      <C>
                    Category A Period                    .700%
                    Category B Period                    .800%
                    Category C Period                    .950%
                    Category D Period                   1.150%
                    Category E Period                   1.350%
                    Category F Period                   1.950%
</TABLE>

PROVIDED, that for each day the sum of the outstanding principal amount of the
Loans, Unpaid Drawings, and the Stated Amount of all Letters of Credit
outstanding exceeds 50% of the Total Commitment, the Applicable Margin shall be
increased by 0.25% per annum.

      "APPLICABLE RATING PERIOD" shall mean, subject to the terms and conditions
set forth below, the period set forth below then in effect:

<TABLE>
<CAPTION>

APPLICABLE RATING PERIOD                          CRITERIA

<S>                           <C>
CATEGORY A PERIOD             The Applicable Credit Rating is A- or higher (to
                              the extent based on a S&P Credit Rating) or A3 or
                              higher (to the extent based on a Moody's Credit
                              Rating).

CATEGORY B PERIOD             The Applicable Credit Rating is BBB+ (to the
                              extent based on a S&P Credit Rating) or Baa1 (to
                              the extent based on a Moody's Credit Rating) and a
                              Category A Period is not then in effect.

CATEGORY C PERIOD             The Applicable Credit Rating is BBB (to the extent
                              based on a S&P Credit Rating) or Baa2 (to the
                              extent based on a Moody's Credit Rating) and
                              neither a Category A Period nor a Category B
                              Period is then in effect.

CATEGORY D PERIOD             The Applicable Credit Rating is BBB- (to the
                              extent based on a S&P Credit Rating) or Baa3 (to
                              the extent based on a Moody's Credit Rating)
                              neither a Category A Period, Category B Period nor
                              a Category C Period is in effect.

CATEGORY E PERIOD             The Applicable Credit Rating is BB+ (to the extent
                              based on a S&P Credit Rating) or Ba1 (to the
                              extent based on a Moody's Credit Rating) and in
                              either case neither a Category A Period, Category
                              B Period, Category C Period nor Category D Period
                              is then in effect.
</TABLE>


                                      -50-
<PAGE>

<TABLE>
<S>                           <C>
CATEGORY F PERIOD             The Applicable Credit Rating is BB or lower (to
                              the extent based on a S&P Credit Rating) or Ba2 or
                              lower (to the extent based on a Moody's Credit
                              Rating) and neither a Category A Period, Category
                              B Period, Category C Period, Category D Period nor
                              Category E Period is then in effect.
</TABLE>

      "ARRANGER" shall mean Banc of America Securities LLC, in its capacity as
sole lead arranger and sole book manager.

      "ASSIGNMENT AND ASSUMPTION AGREEMENT" shall mean the Assignment and
Assumption Agreement substantially in the form of Exhibit G (appropriately
completed).

      "BANK" shall mean each financial institution listed in Schedule 1.01, as
well as any Person which becomes a "Bank" hereunder pursuant to Section 13.04.

      "BANK DEFAULT" shall mean (i) the refusal (which has not been retracted)
of a Bank to make available its portion of any Borrowing (including any
Mandatory Borrowing) or to fund its portion of any unreimbursed payment under
Section 2.04(c) or (ii) a Bank having notified in writing the Company and/or the
Administrative Agent that it does not intend to comply with its obligations
under Section 1.01(a), (b) or (c) or Section 2, in the case of either clause (i)
or (ii) as a result of any takeover of such Bank by any regulatory authority or
agency.

      "BANK OF AMERICA" shall mean Bank of America, N.A. in its individual
capacity.

      "BANKRUPTCY CODE" shall have the meaning provided in Section 9.05.

      "BASE RATE" at any time shall mean (i) for Loans denominated in Dollars,
the higher of (x) the rate which is 1/2 of 1% in excess of the Federal Funds
Rate and (y) the Prime Lending Rate as in effect from time to time and (ii) for
Swingline Loans denominated in Canadian Dollars, the rate of interest per annum
established by the CAD Swingline Lender from time to time as the reference rate
of interest for determination of interest rates that the CAD Swingline Lender
charges to customers of varying degrees of creditworthiness in Canada for
Canadian Dollar loans made by the CAD Swingline Lender in Canada.

      "BASE RATE LOANS" shall mean any Loan designated as such by the respective
Borrower at the time of the incurrence thereof or conversion thereto.

      "BID BORROWING" shall mean a Borrowing consisting of simultaneous Bid
Loans from each of the Banks whose offer to make one or more Bid Loans as part
of such Borrowing has been accepted by the Company under the procedure described
in Section 1.04.

      "BID LOAN" shall mean a Loan by a Bank to the Company as part of a Bid
Borrowing.

      "BID NOTE" shall have the meaning provided in Section 1.06(b).

      "BID RATE MARGINS" shall have the meaning provided in Section 1.04(a).


                                      -51-
<PAGE>

      "BORROWER" shall have the meaning provided in the first paragraph of this
Agreement.

      "BORROWING" shall mean (i) the borrowing by a Borrower of one Type of Loan
on a given date (or resulting from a conversion or conversions on such date)
having in the case of Eurocurrency Loans the same Interest Period, PROVIDED that
Base Rate Loans incurred pursuant to Section 1.11(b) shall be considered part of
the related Borrowing of Eurocurrency Loans and (ii) the borrowing by the
Company of Swingline Loans from the applicable Swingline Lender on a given date.

      "BUSINESS DAY" shall mean (i) for all purposes other than as covered by
clauses (ii), (iii) or (iv) below, any day except Saturday, Sunday and any day
which shall be in New York City a legal holiday or a day on which banking
institutions are authorized or required by law or other government action to
close, (ii) with respect to all notices and determinations in connection with,
and payments of principal and interest on, Eurocurrency Loans denominated in
Dollars or a Eurocurrency, any day which is a Business Day described in clause
(i) above and which is also a day for trading by and between banks in the London
interbank Eurocurrency market and if such day relates to any Eurocurrency Loan
denominated in the Euro, a TARGET Day, (iii) with respect to all notices and
determinations in connection with, and payments of principal and interest on,
Local Currency Loans or Eurocurrency Loans denominated in a Local Currency, any
day which is a Business Day described in clause (i) above and on which banks and
foreign exchange markets are open for business in the city where disbursements
of or payments on such Loan are to be made and (iv) with respect to all notices
and determinations in connection with, and payments of principal and interest
on, Swingline Loans denominated in Canadian Dollars, any day which is a Business
Day described in clause (i) above and which is a day on which banking
institutions are not authorized or required by law or other government action to
close in Toronto, Canada.

      "CAD SWINGLINE LENDER" shall mean such Canadian financial institution, if
any, designated by the Company and reasonably acceptable to the Administrative
Agent that agrees to act as the CAD Swingline Lender hereunder pursuant to such
documentation as may be reasonably requested by the Administrative Agent.

      "CAD SWINGLINE LOAN" shall mean any loan or loans made by the CAD
Swingline Lender pursuant to Section 1.01(b).

      "CAD OFFERED RATE LOAN" shall have the meaning provided in Section
1.01(b).

      "CANADIAN DOLLARS" shall mean freely transferable lawful money of Canada.

      "CAPITAL LEASES" shall mean at any date any lease of property which, in
accordance with generally accepted accounting principles, would be required to
be capitalized on the balance sheet of the lessee.

      "CHANGE OF CONTROL" shall mean (i) any "Person" or "group" (as such terms
are used in Sections 13(d) and 14(d) of the Exchange Act), excluding an employee
benefit or stock ownership plan of the Company, is or shall become the
"beneficial owner" (as defined in


                                      -52-
<PAGE>

Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of
50% or more on a fully diluted basis of the voting stock of the Company or shall
have the right to elect a majority of the directors of the Company or (ii) the
Board of Directors of the Company shall cease to consist of a majority of
Continuing Directors.

      "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time and the regulations promulgated and rulings issued thereunder. Section
references to the Code are to the Code, as in effect at the date of this
Agreement, and to any subsequent provisions of the Code amendatory thereof,
supplemental thereto or substituted therefor.

      "COMMITMENT" of any Bank shall mean its Revolving Loan Commitment and its
Local Currency Commitments.

      "COMMITMENT AMOUNT INCREASE" shall have the meaning provided in Section
1.17.

      "COMMITMENT AMOUNT INCREASE REQUEST" means a Commitment Amount Increase
Request in the form of Exhibit N hereto.

      "COMPANY" shall have the meaning provided in the first paragraph of this
Agreement.

      "CONSOLIDATED ASSETS" shall mean, at any date, the total assets of the
Company and its Subsidiaries as at such date in accordance with GAAP.

      "CONSOLIDATED DEBT" shall mean, at any time, all Indebtedness (other than
Contingent Obligations) of the Company and its Subsidiaries determined on a
consolidated basis.

      "CONSOLIDATED INTEREST EXPENSE" for any period shall mean total interest
expense (including amounts properly attributable to interest with respect to
capital leases in accordance with generally accepted accounting principles and
amortization of debt discount and debt issuance costs) of the Company and its
Subsidiaries on a consolidated basis for such period.

      "CONSOLIDATED LIABILITIES" shall mean, at any date, the sum of all
liabilities of the Company and its Subsidiaries as at such date in accordance
with GAAP, PROVIDED that the Convertible Preferred Stock shall not be a
liability.

      "CONSOLIDATED STOCKHOLDERS' EQUITY" shall mean, at any date, the remainder
of (a) Consolidated Assets as at such date, minus (b) Consolidated Liabilities
as at such date.

      "CONTINGENT OBLIGATION" shall mean, as to any Person, any obligation of
such Person guaranteeing any Indebtedness ("PRIMARY OBLIGATIONS") of any other
Person (the "PRIMARY OBLIGOR") in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person, whether or not
contingent, (i) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (ii) to advance or supply
funds (x) for the purchase or payment of any such primary obligation or (y) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of


                                      -53-
<PAGE>

assuring the owner of any such primary obligation of the ability of the primary
obligor to make payment of such primary obligation or (iv) otherwise to assure
or hold harmless the holder of such primary obligation against loss in respect
thereof; PROVIDED, HOWEVER, that the term Contingent Obligation shall not
include endorsements of instruments for deposit or collection in the ordinary
course of business. The amount of any Contingent Obligation shall be deemed to
be an amount equal to the amount such Person guarantees but in any event not
more than the stated or determinable amount of the primary obligation in respect
of which such Contingent Obligation is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof (assuming such
Person is required to perform thereunder) as determined by such Person in good
faith.

      "CONTINUING DIRECTORS" shall mean the directors of the Company on the
Effective Date and each other director, if such director's nomination for
election to the Board of Directors of the Company is recommended by a majority
of the then Continuing Directors.

      "CONVERTIBLE PREFERRED STOCK" shall mean the series A preferred stock of
the Company.

      "CREDIT DOCUMENTS" shall mean this Agreement, and once executed and
delivered pursuant to the terms of this Agreement, each Note, each Letter of
Credit Request, each Notice of Borrowing, each Notice of Conversion, each Letter
of Credit, all Local Currency Documentation, each Notice of Bid Borrowing and
each Subsidiary Guarantee Agreement.

      "CREDIT EVENT" shall mean (i) the occurrence of the Effective Date and
(ii) the making of any Loan or the issuance of any Letter of Credit.

      "CREDIT RATING" shall mean the Moody's Credit Rating or the S&P Credit
Rating.

      "CREDITORS" shall mean and include the Administrative Agent, each Bank and
the Issuing Agent.

      "CRYOVAC" shall have the meaning provided in the first paragraph of this
Agreement.

      "DEFAULT" shall mean any Event of Default or event, act or condition which
with notice or lapse of time, or both, would constitute an Event of Default.

      "DISTRIBUTION AGREEMENT" shall have the same meaning herein as in the
Merger Agreement.

      "DOLLARS" and the sign "$" shall each mean freely transferable lawful
money of the United States (expressed in dollars).

      "DOMESTIC SUBSIDIARY" shall mean any Subsidiary of the Company other than
a Foreign Subsidiary.

      "DRAWING" shall have the meaning provided in Section 2.05(b).


                                      -54-
<PAGE>

      "EBITDA" for any period shall mean the consolidated net income (or loss)
of the Company and its Subsidiaries for such period, adjusted by adding thereto
(or subtracting in the case of a gain) the following amounts to the extent
deducted or included, as applicable, when calculating consolidated net income
(a) Consolidated Interest Expense, (b) income taxes, (c) any extraordinary gains
or losses, (d) gains or losses from sales of assets (other than from sales of
inventory in the ordinary course of business), (e) all amortization of goodwill
and other intangibles, (f) depreciation, (g) all non-cash contributions or
accruals to or with respect to deferred profit sharing or compensation plans,
and (h) any non-cash gains or losses resulting from the cumulative effect of
changes in accounting principles; PROVIDED that there shall be included in such
determination for such period all such amounts attributable to any Acquired
Entity acquired during such period pursuant to an Acquisition to the extent not
subsequently sold or otherwise disposed of during such period for the portion of
such period prior to such Acquisition; PROVIDED further that any amounts added
to consolidated net income pursuant to clause (g) above for any period shall be
deducted from consolidated net income for the period, if ever, in which such
amounts are paid in cash by the Company or any of its Subsidiaries.

      "EFFECTIVE DATE" shall have the meaning provided in Section 13.10.

      "ELECTION TO BECOME A SUBSIDIARY BORROWER" shall mean an Election to
Become a Subsidiary Borrower in the form of Exhibit H, which shall be executed
by each Subsidiary Borrower in accordance with Section 5.03.

      "ELIGIBLE TRANSFEREE" shall mean and include a commercial bank or
financial institution.

      "ENVIRONMENTAL CLAIMS" shall mean any and all administrative, regulatory
or judicial actions, suits, demand letters, claims, liens, notices of
non-compliance or violation, investigations or proceedings relating in any way
to any violation (or alleged violation) by the Company or any of its
Subsidiaries under any Environmental Law (hereafter "CLAIMS") or any permit
issued under any such law, including, without limitation, (a) any and all Claims
by governmental or regulatory authorities for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (b) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to the environment.

      "ENVIRONMENTAL LAW" shall mean any federal, state or local statute, law,
rule, regulation, ordinance, code, policy or rule of common law now or hereafter
in effect and in each case as amended, and any judicial or administrative
interpretation thereof, including any judicial or administrative order, consent,
decree or judgment, relating to the environment or Hazardous Materials.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time and the regulations promulgated and rulings issued
thereunder. Section references to ERISA are to ERISA, as in effect at the date
of this Agreement and any subsequent provisions of ERISA, amendatory thereof,
supplemental thereto or substituted therefor.


                                      -55-
<PAGE>

      "ERISA AFFILIATE" shall mean each person (as defined in Section 3(9) of
ERISA) which together with the Company or any of its Subsidiaries would be
deemed to be a "single employer" (i) within the meaning of Section 414(b), (c),
(m) and (o) of the Code or (ii) as a result of the Company or any of its
Subsidiaries being or having been a general partner of such person.

      "EURO" shall mean the currency of participating member states of the
European Union that adopt a single currency in accordance with the Treaty on
European Union signed February 7, 1992.

      "EUROCURRENCY" means any of Australian Dollars, Belgian Francs, Canadian
Dollars, Deutsche Marks, Dollars, Dutch Guilders, Euros, French Francs, Italian
Lire, Japanese Yen, British Pounds Sterling, Spanish Pesetas, and any other
currency approved by the Administrative Agent and the Banks, in each case for so
long as such currency is freely transferable and convertible to Dollars and is
available to the Required Banks.

      "EUROCURRENCY LOAN" shall mean any Loan designated as such by the
requesting Borrower at the time of the incurrence thereof or conversion thereto.

      "EUROCURRENCY RATE" shall mean the offered quotation to first-class banks
in the London interbank eurocurrency market by Bank of America 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 Bank of America 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 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.

      "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.

      "EUROCURRENCY RESERVE PERCENTAGE" shall mean the then stated maximum rate
of all reserve requirements (including, without limitation, any marginal,
emergency, supplemental, special or other reserves required by applicable law)
applicable to any member bank of the Federal Reserve System in respect of
eurocurrency funding or liabilities as defined in Regulation D (or any successor
category of liabilities under Regulation D).

      "EVENT OF DEFAULT" shall have the meaning provided in Section 9.

      "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.


                                      -56-
<PAGE>

      "EXISTING CREDIT AGREEMENT" shall mean the Global Revolving Credit
Agreement (5-Year) dated as of March 30, 1998 among the Company, each Subsidiary
Borrower party thereto, the Company and certain Domestic Subsidiaries, as
guarantors, the banks party thereto from time to time, ABN AMRO Bank N.V., as
Administrative Agent, Bankers Trust Company, as Documentation Agent and Bank of
America, N.A., as Syndication Agent, as amended from time to time.

      "FACILITY FEE" shall have the meaning provided in Section 3.01(a).

      "FEDERAL FUNDS RATE" shall mean for any period, a fluctuating interest
rate equal for each day during such period to the weighted average of the rates
on overnight Federal Funds transactions with members of the Federal Reserve
System arranged by Federal Funds brokers, as published for such day (or, if such
day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.

      "FEES" shall mean all amounts payable pursuant to or referred to in
Section 3.01.

      "FINAL MATURITY DATE" shall mean March 22, 2002.

      "FIXED RATE LOANS" shall mean Bid Loans, Eurocurrency Loans and Offered
Rate Loans.

      "FOREIGN SUBSIDIARY" shall mean (i) each Subsidiary of the Company not
incorporated under the laws of the United States or of any State thereof and
(ii) any other Subsidiary of the Company substantially all of the operations of
which remain outside the United States.

      "GUARANTEED OBLIGATIONS" shall mean the full and prompt payment when due
(whether at the stated maturity, by acceleration or otherwise) of the principal
and interest on each Note and Loan made under this Agreement, together with all
the other obligations and liabilities (including, without limitation,
indemnities, fees and interest thereon) of the Company and each Subsidiary
Borrower to the Administrative Agent and the Banks now existing or hereafter
incurred under, arising out of or in connection with this Agreement or any other
Credit Document to which the Company or any Subsidiary Borrower is a party and
the due performance and compliance with all the terms, conditions and agreements
contained in such Credit Documents by the Company and each Subsidiary Borrower.

      "GUARANTOR" shall mean the Company or a Subsidiary Guarantor.

      "GUARANTORS" shall mean the Company and each Subsidiary Guarantor.

      "GUARANTY" shall mean the Guaranty of the Company and the Subsidiary
Guarantors set forth in Section 12.


                                      -57-
<PAGE>

      "HAZARDOUS MATERIALS" shall mean (a) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls, and
radon gas; and (b) any chemicals, materials or substances defined as or included
in the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," "restricted hazardous materials," "extremely hazardous wastes,"
"restrictive hazardous wastes," "toxic substances," "toxic pollutants,"
"contaminants" or "pollutants," or words of similar meaning and regulatory
effect under any applicable Environmental Law.

      "INDEBTEDNESS" of any Person means, at any date, without duplication, (i)
all obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services (except trade accounts payable and accrued expenses arising in the
ordinary course of business) to the extent such amounts would in accordance with
GAAP be recorded as debt on a balance sheet of such Person, (iv) all obligations
of such Person as lessee which are capitalized in accordance with GAAP, (v) all
non-contingent obligations of such Person to reimburse any bank or other Person
in respect of amounts paid under a letter of credit (other than letters of
credit which secure obligations in respect of trade payables or other letters of
credit not securing Indebtedness, unless such reimbursement obligation remains
unsatisfied for more than 3 Business Days), (vi) all Indebtedness secured by a
Lien on any asset of such Person, whether or not such Indebtedness is otherwise
an obligation of such Person, and (vii) all Contingent Obligations of such
Person MINUS the portion of such Contingent Obligation which is secured by a
letter of credit naming such Person as beneficiary issued by a bank which, at
the time of the issuance (or any renewal or extension) of such Letter of Credit
has a long term senior unsecured indebtedness rating of at least A by S&P or A2
by Moody's.

      "INTEREST COVERAGE RATIO" for any period shall mean the ratio of EBITDA to
the sum of (i) Consolidated Interest Expense for such period and (ii) the
aggregate principal amount of dividends paid or accrued on the Company's
preferred stock during such period.

      "INTEREST DETERMINATION DATE" shall mean, with respect to any Eurocurrency
Loan, the Business Day established in accordance with market custom and practice
in the Eurocurrency market, as determined by the Administrative Agent (it being
agreed that such date is the second Business Day) prior to the commencement of
any Interest Period relating to such Eurocurrency Loan for Dollars and all Local
Currencies (other than Pound Sterling) and the first day of such Interest Period
for Pounds Sterling).

      "INTEREST PERIOD" shall have the meaning provided in Section 1.10.

      "ISSUING AGENT" shall mean Bank of America, N.A. in its capacity as issuer
of the Letters of Credit and, if Bank of America shall cease to be a Bank
hereunder, such Bank which has agreed with the Company to act as issuer of the
Letters of Credit.

      "JUDGMENT CURRENCY" shall have the meaning provided in Section 13.17.


                                      -58-
<PAGE>

      "JUDGMENT CURRENCY CONVERSION DATE" shall have the meaning provided in
Section 13.17.

      "LETTER OF CREDIT" shall have the meaning provided in Section 2.01(a).

      "LETTER OF CREDIT FEE" shall have the meaning provided in Section 3.01(b).

      "LETTER OF CREDIT OUTSTANDINGS" shall mean, at any time, the sum of (i)
the aggregate Stated Amount of all outstanding Letters of Credit and (ii) the
aggregate amount of all Unpaid Drawings.

      "LETTER OF CREDIT REQUEST" shall have the meaning provided in Section
2.03(a).

      "LEVERAGE RATIO" shall mean, at any time, the ratio of Consolidated Debt
at such time to EBITDA for the Test Period last ended.

      "LIEN" shall mean any mortgage, pledge, hypothecation, encumbrance, lien
(statutory or other) or other security agreement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement and any Capital Lease.

      "LOAN" shall mean any Revolving Loan, Bid Loan, Swingline Loan or Local
Currency Loan.

      "LOCAL AFFILIATE" means any Affiliate of a Bank who has executed a Local
Currency Designation and Assignment Agreement and as to which such Bank has not
delivered a notice terminating such designation.

      "LOCAL CURRENCY" shall mean any currency in which a Bank has agreed to
extend a Local Currency Commitment.

      "LOCAL CURRENCY ADDENDUM" means a Local Currency Addendum in the form of
Exhibit I hereto and shall be executed by a Subsidiary Borrower (if applicable),
the Company, a Bank and the Administrative Agent which, among other things,
specifies the Local Currency Commitment designated in Dollars which such Bank is
willing to provide, the applicable country and currency in which Local Currency
Loans made pursuant to such Local Currency Commitment will be made available,
the interest rate and margin applicable to such Local Currency Loans, the fees
which will accrue on such Local Currency Commitment and such other borrowing
mechanics as may be applicable.

      "LOCAL CURRENCY COMMITMENT" means, for any Bank or any Local Affiliate,
the amount specified in the applicable Local Currency Documentation, as the same
may be adjusted from time to time pursuant to Section 1.01(d) and the applicable
Local Currency Documentation.

      "LOCAL CURRENCY DESIGNATION AND ASSIGNMENT AGREEMENT" means a Local
Currency Designation and Assignment Agreement in the form of Exhibit J hereto
and shall be executed by the Company, a Subsidiary Borrower (if applicable), a
Bank, such Bank's Local Affiliate and the


                                      -59-
<PAGE>

Administrative Agent which, among other things, specifies such Local Affiliate's
Local Currency Commitment designated in Dollars, the applicable country and
currency in which Local Currency Loans made pursuant to such Local Currency
Commitment will be made available, the interest rate and margin applicable to
such Local Currency Loans, the fees which will accrue on such Local Currency
Commitment and such other borrowing mechanics as may be applicable.

      "LOCAL CURRENCY DOCUMENTATION" means, in the case of a Bank providing a
Local Currency Commitment, a Local Currency Addendum and in the case of a Local
Affiliate providing a Local Currency Commitment, a Local Currency Designation
and Assignment Agreement, and any documents executed in connection therewith.

      "LOCAL CURRENCY LOAN" shall have the meaning provided in Section
1.01(d)(ii).

      "LOCAL CURRENCY NOTE" shall have the meaning provided in Section 1.06(b).

      "MANDATORY BORROWINGS" shall have the meaning provided in Section 1.01(c).

      "MARGIN STOCK" shall have the meaning provided in Regulation U of the
Board of Governors of the Federal Reserve System.

      "MATERIAL ADVERSE EFFECT" means a material adverse effect on the business,
results of operations, or financial condition of the Company and its
Subsidiaries, taken as a whole.

      "MATERIAL ACQUISITION" means an Acquisition in which the aggregate
purchase price paid in cash or property (other than property consisting of
equity shares or interests or other equivalents of corporate stock of, or
partnership or other ownership interests in, the Company), equals or exceeds 10%
of the sum (calculated without giving effect to such Acquisition) of (i)
Consolidated Debt (determined as at the end of the most recently ended fiscal
quarter of the Company), PLUS (ii) Consolidated Stockholders' Equity (determined
as at the end of the then most recently ended fiscal quarter of the Company),
PLUS (iii) any increase thereof attributable to any equity offerings or
issuances of capital stock occurring subsequent to the end of such fiscal
quarter and before any such purchase or acquisition.

      "MATERIAL SUBSIDIARY" means any Borrower and any other Subsidiary that,
directly or indirectly through a Subsidiary, either (A) owns assets with a book
value in excess of 2% of the book value of the Consolidated Assets measured as
of the last day of the most recently completed fiscal quarter for which
financial statements have been delivered pursuant to Section 7.01(a) or (b) or
(B) generated annual revenues in excess of 2% of the revenues of the Company and
its Subsidiaries, taken as a whole, for the most recently completed four fiscal
quarter period for which financial statements have been delivered pursuant to
Section 7.01(a) or (b) (determined in each case, if a Material Acquisition
occurs, on a PRO FORMA basis assuming such Material Acquisition had been
consummated on the first day of the most recently ended four fiscal quarter
period).

      "MAXIMUM SWINGLINE AMOUNT" shall mean $10,000,000.


                                      -60-
<PAGE>

      "MERGER AGREEMENT" shall mean the Agreement and Plan of Merger dated as of
August 14, 1997 among the Company, Packco Acquisition Corp. and Sealed Air
Corporation (US) (formerly known as Sealed Air Corporation), as amended.

      "MOODY'S" shall mean Moody's Investors Service, Inc.

      "MOODY'S CREDIT RATING" shall mean the rating level (it being understood
that a rating level shall include numerical modifiers and (+) and (-) modifiers)
assigned, whether express or indicative, by Moody's to the Company's senior
unsecured long-term debt, PROVIDED that in the event that no senior unsecured
long-term debt of the Company is rated by Moody's, there shall be no Moody's
Credit Rating.

      "NON-U.K. BANK" shall have the meaning provided in Section 4.04(c).

      "NOTE" shall mean and include each Revolving Note, Bid Note, Swingline
Note and each Local Currency Note.

      "NOTICE OF BID BORROWING" shall have the meaning provided in Section
1.04(a)(i).

      "NOTICE OF BORROWING" shall have the meaning provided in Section 1.03(a).

      "NOTICE OF CONVERSION" shall have the meaning provided in Section 1.07.

      "NOTICE OFFICE" shall mean the office of the Administrative Agent located
at 101 North Tryon Street, Charlotte, NC 28255, Attention: Agency Services, or
such other office as the Administrative Agent may hereafter designate in writing
as such to the other parties hereto.

      "NYSE" shall mean The New York Stock Exchange.

      "OBLIGATIONS" shall mean all amounts owing to the Administrative Agent or
any Bank pursuant to the terms of this Agreement or any other Credit Document.

      "OBLIGATION CURRENCY" shall have the meaning provided in Section 13.17.

      "OFFERED RATE LOAN" shall mean any USD Offered Rate Loan and any CAD
Offered Rate Loan.

      "ORIGINAL DOLLAR AMOUNT" means the amount of any Obligation denominated in
Dollars and, in relation to any Loan denominated in a currency other than
Dollars, the U.S. Dollar Equivalent of such Loan on the day it is advanced or
continued for an additional Interest Period.

      "PARTICIPANT" shall have the meaning provided in Section 2.04(a).


                                      -61-
<PAGE>

      "PAYMENT OFFICE" shall mean the office of the Administrative Agent located
at 101 North Tryon Street, Charlotte, NC 28255, or such other office as the
Administrative Agent may hereafter designate in writing as such to the other
parties hereto.

      "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Section 4002 of ERISA or any successor thereto.

      "PERCENTAGE" of any Bank at any time shall mean a fraction (expressed as a
percentage) the numerator of which is the Revolving Loan Commitment of such Bank
at such time and the denominator of which is the Total Revolving Loan Commitment
at such time; PROVIDED, that if the Percentage of any Bank is to be determined
after the Total Revolving Loan Commitment has been terminated, then the
Percentages of the Banks shall be determined immediately prior (and without
giving effect) to such termination.

      "PERMITTED ENCUMBRANCES" shall mean as of any particular time, (i) such
easements, leases, subleases, encroachments, rights of way, minor defects,
irregularities or encumbrances on title which are not unusual with respect to
property similar in character to any such Real Property and which do not secure
Indebtedness and do not materially impair such Real Property for the purpose for
which it is held or materially interfere with the conduct of the business of the
Company or any of its Subsidiaries and (ii) municipal and zoning ordinances,
which are not violated by the existing improvements and the present use made by
the Company or any of its Subsidiaries of such Real Property.

      "PERMITTED RECEIVABLES FINANCING" shall have the meaning provided in
Section 8.07(b).

      "PERSON" shall mean any individual, partnership, joint venture, firm,
corporation, association, trust or other enterprise or any government or
political subdivision or any agency, department or instrumentality thereof.

      "PLAN" shall mean any multiemployer or single-employer plan subject to
Title IV of ERISA which is maintained or contributed to by (or to which there is
an obligation to contribute to) the Company or a Subsidiary of the Company or an
ERISA Affiliate, and each such plan for the five-year period immediately
following the latest date on which the Company or a Subsidiary of the Company or
an ERISA Affiliate maintained, contributed to or had an obligation to contribute
to such plan.

      "PRIME LENDING RATE" shall mean the rate which Bank of America publicly
announces from time to time as its "PRIME RATE." Such rate is a rate set by Bank
of America based upon various factors including Bank of America's costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Any change in such rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public
announcement of such change.

      "REAL PROPERTY" of any Person shall mean all of the right, title and
interest of such Person in and to land, improvements and fixtures, including
leaseholds.


                                      -62-
<PAGE>

      "REGISTER" shall have the meaning provided in Section 13.16.

      "REGULATION D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof establishing reserve requirements.

      "RELEASE" shall mean any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposing or
migration into the environment.

      "REPLACED BANK" shall have the meaning provided in Section 1.14.

      "REPLACEMENT BANK" shall have the meaning provided in Section 1.14.

      "REPORTABLE EVENT" shall mean an event described in Section 4043(b) and
(c) of ERISA with respect to a Plan as to which the 30-day notice requirement
has not been waived by the PBGC.

      "REQUIRED BANKS" shall mean Banks, the sum of whose outstanding Revolving
Loan Commitments (or after the termination thereof, outstanding Revolving Loans,
Bid Loans and Percentage of outstanding Swingline Loans and Letter of Credit
Outstandings) and, subject to Section 1.01(d)(iv), Local Currency Commitments
(or after the termination thereof, outstanding Local Currency Loans) represent
an amount greater than 50% of the sum of the Total Revolving Loan Commitment (or
after the termination thereof, the sum of the then total outstanding Revolving
Loans and the aggregate Percentages of the total outstanding Swingline Loans and
Letter of Credit Outstandings at such time) and the Total Local Currency
Commitment (or after the termination thereof, the total outstanding Local
Currency Loans).

      "RETURNS" shall have the meaning provided in Section 6.09.

      "REVOLVING LOAN" shall have the meaning provided in Section 1.01(a).

      "REVOLVING LOAN COMMITMENT" shall mean, for each Bank, the amount set
forth opposite such Bank's name in Schedule 1.01 directly below the column
entitled "REVOLVING LOAN COMMITMENT," as same may be (x) adjusted from time to
time pursuant to Sections 1.01(d), 3.02, 3.03 and/or 9 or (y) adjusted from time
to time as a result of assignments to or from such Bank pursuant to Section 1.14
or 13.04(b).

      "REVOLVING NOTE" shall have the meaning provided in Section 1.06(b).

      "SEALED AIR (CANADA)" shall mean Sealed Air (Canada) Inc. and its
successors.

      "SECTION 4.04(B)(II) CERTIFICATE" shall have the meaning provided in
Section 4.04(b).

      "SECURITIES ACT" shall mean the Securities Act of 1933, as amended and the
rules and regulations promulgated thereunder.


                                      -63-
<PAGE>

      "SENIOR FINANCIAL OFFICER" shall mean the President, the Chief Executive
Officer, the Chief Operating Officer, the Chief Financial Officer, the Treasurer
and each Assistant Treasurer of the Company.

      "S&P" shall mean Standard & Poor's Ratings Services, a division of McGraw
Hill, Inc.

      "S&P CREDIT RATING" shall mean the rating level (it being understood that
a rating level shall include numerical modifiers and (+) and (-) modifiers)
assigned, whether express or implied, by S&P to the Company's senior unsecured
long-term debt, PROVIDED that in the event that no senior unsecured outstanding
long-term debt of the Company is rated by S&P there shall be no S&P Credit
Rating.

      "STATED AMOUNT" of each Letter of Credit shall mean at any time the
maximum amount available to be drawn thereunder at such time, determined without
regard to whether any conditions to drawing could then be met.

      "SUBSIDIARY" shall mean, as to any Person, (i) any corporation more than
50% of whose stock of any class or classes having by the terms thereof ordinary
voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person and (ii) any partnership, association, joint
venture or other entity in which such Person and/or one or more Subsidiaries of
such Person has more than a 50% equity interest at the time.

      "SUBSIDIARY BORROWER" shall mean and include each Subsidiary listed as a
Borrower on the signature pages hereto and any other Wholly-Owned Subsidiary of
the Company that has become and remains a Subsidiary Borrower pursuant to
Section 5.03.

      "SUBSIDIARY GUARANTEE AGREEMENT" means a letter to the Administrative
Agent in the form of Exhibit K hereto executed by a Subsidiary whereby it
acknowledges it is party hereto as a Guarantor under Section 12 hereof.

      "SUBSIDIARY GUARANTOR" shall mean Cryovac, Sealed Air Corporation (US) and
all other Domestic Subsidiaries of the Company which pursuant to Section 7.08
have become and remain Guarantors hereunder.

      "SWINGLINE EXPIRY DATE" shall mean the date which is two Business Days
prior to the Final Maturity Date.

      "SWINGLINE LENDER" shall mean Bank of America and the CAD Swingline
Lender, as applicable.

      "SWINGLINE LOAN" shall mean any USD Swingline Loan or CAD Swingline Loan.

      "SWINGLINE NOTE" shall have the meaning provided in Section 1.06(b).


                                      -64-
<PAGE>

      "TARGET DAY" shall mean any day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer (TARGET) System (or, if such
clearing system ceases to be operative, such other clearing system (if any)
determined by the Administrative Agent to be a suitable replacement) is
operating.

      "TAXES" shall have the meaning provided in Section 4.04(a).

      "TEST PERIOD" shall mean the four consecutive fiscal quarters of the
Company then last ended, in each case taken as one accounting period.

      "TOTAL LOCAL CURRENCY COMMITMENT" shall mean, at any time, the sum of the
Local Currency Commitments of each of the Banks and their Local Affiliates.

      "TOTAL COMMITMENT" shall mean, at any time, the sum of the Commitments of
each of the Banks.

      "TOTAL REVOLVING LOAN COMMITMENT" shall mean, at any time, the sum of the
Revolving Loan Commitments of each of the Banks.

      "TRANCHE" shall mean the respective facility and commitments utilized in
making Loans, with there being four separate Tranches, I.E., Bid Loans,
Revolving Loans, Swingline Loans and Local Currency Loans.

      "TYPE" shall mean any type of Loan determined with respect to the interest
option and currency applicable thereto, I.E., a Base Rate Loan, Bid Loan,
Offered Rate Loan or a Eurocurrency Loan.

      "UCC" shall mean the Uniform Commercial Code as from time to time in
effect in the relevant jurisdiction.

      "UNFUNDED CURRENT LIABILITY" of any Plan means the amount, if any, by
which the actuarial present value of the accumulated plan benefits under the
Plan as of the close of its most recent plan year exceeds the fair market value
of the assets allocable thereto, each determined in accordance with Statement of
Financial Accounting Standards No. 35, based upon the actuarial assumptions used
by the Plan's actuary in the most recent annual valuation of such Plan.

      "UNITED STATES" and "U.S." shall each mean the United States of America.

      "UNPAID DRAWINGS" shall have the meaning provided in Section 2.05(a).

      "UNUTILIZED REVOLVING LOAN COMMITMENT" of any Bank at any time shall mean
the Revolving Loan Commitment of such Bank at such time less the sum of (i) the
Original Dollar Amount of Revolving Loans made by such Bank and then outstanding
and (ii) such Bank's Percentage of the Original Dollar Amount of then
outstanding Swingline Loans and the Letter of Credit Outstandings at such time.


                                      -65-
<PAGE>

      "U.S. DOLLAR EQUIVALENT" means the amount of Dollars which would be
realized by converting another currency into Dollars in the spot market at the
exchange rate (i) in the case of all Loans denominated in a Eurocurrency or
Local Currency (other than Swingline Loans denominated in Canadian Dollars),
quoted by the Administrative Agent, and (ii) in the case of Swingline Loans
denominated in Canadian Dollars, quoted by the CAD Swingline Lender, in any case
at approximately 11:00 a.m. (London time, in the case of clause (i) and Toronto
time, in the case of clause (ii)) two Business Days prior to the date on which a
computation thereof is required to be made, to major banks in the interbank
foreign exchange market for the purchase of Dollars for such other currency.

      "USD OFFERED RATE LOAN" shall have the meaning provided in Section
1.01(b).

      "USD SWINGLINE LOAN" shall mean any loan or loans made by Bank of America
pursuant to Section 1.01(b).

      "WHOLLY-OWNED SUBSIDIARY" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock (other than director's qualifying
shares) is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, association, joint venture
or other entity in which such Person and/or one or more Wholly-Owned
Subsidiaries of such Person has a 100% equity interest at such time.

  SECTION 10.02. PRINCIPLES OF CONSTRUCTION. (a) All references to sections,
schedules and exhibits are to sections, schedules and exhibits in or to this
Agreement unless otherwise specified.

      (b) All accounting terms not specifically defined herein shall be
construed in accordance with generally accepted accounting principles in the
United Sates as in effect from time to time.

SECTION 11.    THE ADMINISTRATIVE AGENT.

  SECTION 11.01. APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT. (a) Each
Bank hereby irrevocably appoints, designates and authorizes the Administrative
Agent to take such action on its behalf under the provisions of this Agreement
and each other Credit Document and to exercise such powers and perform such
duties as are expressly delegated to it by the terms of this Agreement or any
other Credit Document, together with such powers as are reasonably incidental
thereto. The Administrative Agent agrees to distribute to each Bank promptly
upon the Administrative Agent's receipt each document delivered to the
Administrative Agent under Section 7.01. Notwithstanding any provision to the
contrary contained elsewhere herein or in any other Credit Document, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall the Administrative Agent have or be deemed
to have any fiduciary relationship with any Bank or participant, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Credit Document or otherwise exist
against the Administrative Agent. Without limiting the generality of the
foregoing sentence, the use of the term "agent" herein and in the other Credit
Documents with reference to the Administrative Agent is not intended to


                                      -66-
<PAGE>

connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable law. Instead, such term is used merely as a
matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting parties.

      (b) The Issuing Agent shall act on behalf of the Banks with respect to any
Letters of Credit issued by it and the documents associated therewith until such
time (and except for so long) as the Administrative Agent may agree at the
request of the Required Banks to act for the Issuing Agent with respect thereto;
PROVIDED, HOWEVER, that the Issuing Agent shall have all of the benefits and
immunities (i) provided to the Administrative Agent in this Section 11 with
respect to any acts taken or omissions suffered by the Issuing Agent in
connection with Letters of Credit issued by it or proposed to be issued by it
and the application and agreements for letters of credit pertaining to the
Letters of Credit as fully as if the term "Administrative Agent" as used in this
Section 11 included the Issuing Agent with respect to such acts or omissions,
and (ii) as additionally provided herein with respect to the Issuing Agent.

  SECTION 11.02. DELEGATION OF DUTIES. The Administrative Agent may execute any
of its duties under this Agreement or any other Credit Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in the
absence of gross negligence or willful misconduct.

  SECTION 11.03. LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person
shall (a) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Credit Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Bank or participant for any recital, statement,
representation or warranty made by any Borrower or Guarantor or any officer
thereof, contained herein or in any other Credit Document, or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this
Agreement or any other Credit Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Credit
Document, or for any failure of any Borrower or Guarantor or any other party to
any Credit Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Bank or participant to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Credit
Document, or to inspect the properties, books or records of any Borrower or any
Affiliate thereof.

  SECTION 11.04. RELIANCE BY ADMINISTRATIVE AGENT. (a) The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
writing, communication, signature, resolution, representation, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to any
Borrower), independent accountants and other experts selected by the
Administrative Agent. The


                                      -67-
<PAGE>

Administrative Agent shall be fully justified in failing or refusing to take any
action under any Credit Document unless it shall first receive such advice or
concurrence of the Required Banks as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Banks against
any and all liability and expense which may be incurred by it by reason of
taking or continuing to take any such action. The Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, under this
Agreement or any other Credit Document in accordance with a request or consent
of the Required Banks or all the Banks, if required hereunder, and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Banks and participants. Where this Agreement expressly permits or
prohibits an action unless the Required Banks otherwise determine, the
Administrative Agent shall, and in all other instances, the Administrative Agent
may, but shall not be required to, initiate any solicitation for the consent or
a vote of the Banks.

      (b) For purposes of determining compliance with the conditions specified
in Section 5.01, each Bank that has signed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter either sent by the Administrative Agent to such Bank for
consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to a Bank.

  SECTION 11.05. NOTICE OF DEFAULT. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of
Default, except with respect to defaults in the payment of principal, interest
and fees required to be paid to the Administrative Agent for the account of the
Banks, unless the Administrative Agent shall have received written notice from a
Bank or the Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Banks of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Banks in accordance with
Section 9; PROVIDED, HOWEVER, that unless and until the Administrative Agent has
received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Banks.

  SECTION 11.06. CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
AGENT. Each Bank acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Borrower or Guarantor or any Affiliate thereof,
shall be deemed to constitute any representation or warranty by any
Agent-Related Person to any Bank as to any matter, including whether
Agent-Related Persons have disclosed material information in their possession.
Each Bank represents to the Administrative Agent that it has, independently and
without reliance upon any Agent-Related Person and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Borrowers and Guarantors and their
respective Subsidiaries, and all applicable bank or other regulatory Laws
relating to the transactions contemplated hereby, and made its own decision to
enter into this Agreement and to extend credit to the Borrower hereunder. Each
Bank also represents that it will, independently and without reliance upon any


                                      -68-
<PAGE>

Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Credit Documents, and to make such investigations as it deems
necessary to inform itself as to the business, prospects, operations, property,
financial and other condition and creditworthiness of the Borrower. Except for
notices, reports and other documents expressly required to be furnished to the
Banks by the Administrative Agent herein, the Administrative Agent shall not
have any duty or responsibility to provide any Bank with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Borrowers and Guarantors
or any of their respective Affiliates which may come into the possession of any
Agent-Related Person.

  SECTION 11.07. INDEMNIFICATION. To the extent an Agent-Related Person is not
reimbursed and indemnified by the Borrowers, the Banks will reimburse and
indemnify such Agent-Related Person, in proportion to their respective
Percentages as used in determining the Required Banks, for and against any and
all liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, costs, expenses or disbursements of whatsoever kind or nature which
may be imposed on, asserted against or incurred by such Agent-Related Person in
performing its respective duties hereunder or under any other Credit Document,
in any way relating to or arising out of this Agreement or any other Credit
Document; PROVIDED that no Bank shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements determined in a final, nonappealable judgment
by a court of competent jurisdiction to have been caused by such Agent-Related
Person's gross negligence or willful misconduct.

  SECTION 11.08. ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of
America and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other
business with each of the Borrowers and Guarantors and their respective
Affiliates as though Bank of America were not the Administrative Agent or the
Issuing Agent hereunder and without notice to or consent of the Banks. The Banks
acknowledge that, pursuant to such activities, Bank of America or its Affiliates
may receive information regarding any Borrower or Guarantor or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of such Borrower or Guarantor or such Affiliate) and acknowledge that the
Administrative Agent shall be under no obligation to provide such information to
them. With respect to its Loans, Bank of America shall have the same rights and
powers under this Agreement as any other Bank and may exercise such rights and
powers as though it were not the Administrative Agent or the Issuing Agent, and
the terms "Bank" and "Banks" include Bank of America in its individual capacity.

  SECTION 11.09. SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Banks; provided that
any such resignation by Bank of America shall also constitute its resignation as
Issuing Agent and a Swingline Lender. If the Administrative Agent resigns under
this Agreement, the Required Banks shall appoint from among the Banks a
successor administrative agent for the Banks which successor administrative
agent shall be consented to by the Company at all times other than during the


                                      -69-
<PAGE>

existence of an Event of Default (which consent of the Company shall not be
unreasonably withheld or delayed). If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Banks and
the Company, a successor administrative agent from among the Banks. Upon the
acceptance of its appointment as successor administrative agent hereunder, the
Person acting as such successor administrative agent shall succeed to all the
rights, powers and duties of the retiring Administrative Agent, Issuing Agent
and a Swingline Lender and the respective terms "Administrative Agent," "Issuing
Agent" and "Swingline Lender" shall mean such successor administrative agent,
Letter of Credit issuer and Swingline Lender, and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated and the retiring Issuing Agent's and Swingline Lender's rights,
powers and duties as such shall be terminated, without any other or further act
or deed on the part of such retiring Issuing Agent or Swingline Lender or any
other Bank, other than the obligation of the successor Issuing Agent to issue
letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession. After any retiring Administrative Agent's
resignation hereunder as Administrative Agent, the provisions of this Section 11
and Sections 13.05 and 13.13 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent under this
Agreement. If no successor administrative agent has accepted appointment as
Administrative Agent by the date which is 30 days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective and the Banks
shall perform all of the duties of the Administrative Agent hereunder until such
time, if any, as the Required Banks appoint a successor agent as provided for
above.

  SECTION 11.10. OTHER AGENTS; LEAD MANAGERS. None of the Banks identified on
the facing page or signature pages of this Agreement as a "syndication agent,"
"documentation agent," "co-agent", "book manager" or "lead manager" shall have
any right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Banks as such. Without limiting the
foregoing, none of the Banks so identified shall have or be deemed to have any
fiduciary relationship with any Bank. Each Bank acknowledges that it has not
relied, and will not rely, on any of the Banks so identified in deciding to
enter into this Agreement or in taking or not taking action hereunder.

SECTION 12.    GUARANTY.

  SECTION 12.01. THE GUARANTY. In order to induce the Banks to enter into this
Agreement and to extend credit hereunder to the Borrowers and in recognition of
the direct benefits to be received by the Company and each Subsidiary Guarantor
from the proceeds of the Loans to the Borrowers, each Guarantor hereby agrees
with the Banks as follows: each Guarantor hereby unconditionally and irrevocably
guarantees as primary obligor and not merely as surety the full and prompt
payment when due, whether upon maturity, by acceleration or otherwise, of any
and all of the Guaranteed Obligations to the Creditors. If any or all of the
Guaranteed Obligations to the Creditors becomes due and payable hereunder, each
Guarantor unconditionally promises to pay such indebtedness to the Creditors, or
order, on demand, together with any and all reasonable expenses which may be
incurred by the Administrative Agent or the Creditors in collecting any of the
Guaranteed Obligations.


                                      -70-
<PAGE>

  SECTION 12.02. BANKRUPTCY. Additionally, each Guarantor unconditionally and
irrevocably guarantees the payment of any and all of the Guaranteed Obligations
to the Creditors whether or not then due or payable by any Borrower upon the
occurrence in respect of such Borrower of any of the events specified in Section
9.05, and unconditionally and irrevocably promises to pay such Guaranteed
Obligations to the Creditors, or order, on demand, in lawful money of the United
States.

  SECTION 12.03. NATURE OF LIABILITY. The liability of each Guarantor hereunder
is exclusive and independent of any security for or other guaranty of the
Guaranteed Obligations whether executed by such Guarantor, any other guarantor
or by any other party, and the liability of each Guarantor hereunder shall not
be affected or impaired by (a) any direction as to application of payment by any
Borrower or by any other party, or (b) any other continuing or other guaranty,
undertaking or maximum liability of a guarantor or of any other party as to the
Guaranteed Obligations of any Borrower, or (c) any payment on or in reduction of
any such other guaranty or undertaking, or (d) any dissolution, termination or
increase, decrease or change in personnel by any Borrower, or (e) any payment
made to the Administrative Agent or the Creditors on the indebtedness which the
Administrative Agent or such Creditors repay any Borrower pursuant to court
order in any bankruptcy, reorganization, arrangement, moratorium or other debtor
relief proceeding, and each Guarantor waives any right to the deferral or
modification of its obligations hereunder by reason of any such proceeding.

  SECTION 12.04. INDEPENDENT OBLIGATION. The obligations of each Guarantor
hereunder are independent of the obligations of any other guarantor or any
Borrower, and a separate action or actions may be brought and prosecuted against
each Guarantor whether or not action is brought against any other guarantor or
any Borrower and whether or not any other Guarantor or any Borrower be joined in
any such action or actions. Each Guarantor waives, to the fullest extent
permitted by law, the benefit of any statute of limitations affecting its
liability hereunder or the enforcement thereof. Any payment by any Borrower or
other circumstance which operates to toll any statute of limitations as to such
Borrower shall operate to toll the statute of limitations as to each Guarantor.

  SECTION 12.05. AUTHORIZATION. Each Guarantor authorizes the Creditors without
notice or demand (except as shall be required by applicable law and cannot be
waived), and without affecting or impairing its liability hereunder, from time
to time to:

            (a) change the manner, place or terms of payment of, and/or change
      or extend the time of payment of, renew, increase, accelerate or alter,
      any of the Guaranteed Obligations (including any increase or decrease in
      the rate of interest thereon), any security therefor, or any liability
      incurred directly or indirectly in respect thereof, and the guaranty
      herein made shall apply to the Guaranteed Obligations as so changed,
      extended, renewed or altered;

            (b) take and hold security for the payment of the Guaranteed
      Obligations and sell, exchange, release, surrender, realize upon or
      otherwise deal with in any manner and in any order any property by
      whomsoever at any time pledged or mortgaged to secure, or howsoever
      securing, the Guaranteed Obligations or any liabilities (including any of
      those


                                      -71-
<PAGE>

      hereunder) incurred directly or indirectly in respect thereof or hereof,
      and/or any offset there against;

            (c) exercise or refrain from exercising any rights against any
      Borrower or others or otherwise act or refrain from acting;

            (d) release or substitute any one or more endorsers, guarantors, any
      Borrower or other obligors;

            (e) settle or compromise any of the Guaranteed Obligations, any
      security therefor or any liability (including any of those hereunder)
      incurred directly or indirectly in respect thereof or hereof, and may
      subordinate the payment of all or any part thereof to the payment of any
      liability (whether due or not) of any Borrower to its creditors other than
      the Creditors;

            (f) apply any sums by whomsoever paid or howsoever realized to any
      liability or liabilities of any Borrower to the Creditors regardless of
      what liability or liabilities of the Company or any Borrower remain
      unpaid;

            (g) consent to or waive any breach of, or any act, omission or
      default under, this Agreement or any of the instruments or agreements
      referred to herein, or otherwise amend, modify or supplement this
      Agreement or any of such other instruments or agreements; and/or

            (h) take any other action which would, under otherwise applicable
      principles of common law, give rise to a legal or equitable discharge of
      such Guarantor from its liabilities under this Section 12.

  SECTION 12.06. RELIANCE. It is not necessary for the Creditors to inquire into
the capacity or powers of any Borrower or the officers, directors, partners or
agents acting or purporting to act on its behalf, and any Guaranteed Obligations
made or created in reliance upon the professed exercise of such powers shall be
guaranteed hereunder.

  SECTION 12.07. SUBORDINATION. Any of the indebtedness of any Borrower relating
to the Guaranteed Obligations now or hereafter owing to a Guarantor is hereby
subordinated to the Guaranteed Obligations of such Borrower owing to the
Creditors; and if the Administrative Agent so requests at a time when an Event
of Default exists, all such indebtedness relating to the Guaranteed Obligations
of such Borrower to a Guarantor shall be collected, enforced and received by the
Company for the benefit of the Creditors and be paid over to the Administrative
Agent on behalf of the Creditors on account of the Guaranteed Obligations of
such Borrower to the Creditors, but without affecting or impairing in any manner
the liability of such Guarantor under the other provisions of this Guaranty.
Prior to the transfer by any Guarantor of any note or negotiable instrument
evidencing any of the indebtedness relating to the Guaranteed Obligations of any
Borrower to such Guarantor, such Guarantor shall mark such note or negotiable
instrument with a legend that the same is subject to this subordination. Without
limiting the generality of the foregoing, each Guarantor hereby agrees with the
Creditors that it will not


                                      -72-
<PAGE>

exercise any right of subrogation or contribution which it may at any time
otherwise have as a result of this Guaranty (whether contractual, under Section
5.09 of the Bankruptcy Code or otherwise) against any Borrower or any other
Guarantor until all Guaranteed Obligations have been irrevocably paid in full in
cash.

  SECTION 12.08. WAIVER. (a) Each Guarantor waives any right (except as shall be
required by applicable law and cannot be waived) to require the Creditors to (i)
proceed against any Borrower or any other party, (ii) proceed against or exhaust
any security held from any Borrower or any other party or (iii) pursue any other
remedy in the Administrative Agent's or any other Creditors' power whatsoever.
Each Guarantor waives any defense based on or arising out of any defense of any
Borrower or any other party, other than payment in full of the Guaranteed
Obligations, based on or arising out of the disability of any Borrower, any
other guarantor or any other party, or the unenforceability of the Guaranteed
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of any Borrower other than payment in full of the Guaranteed
Obligations. To the greatest extent permitted by law the Creditors may, at their
election, foreclose on any security held by the Administrative Agent or any
other Creditors by one or more judicial or nonjudicial sales, whether or not
every aspect of any such sale is commercially reasonable (to the extent such
sale is permitted by applicable law), or exercise any other right or remedy the
Administrative Agent and any other Creditors may have against any Borrower or
any other party, or any security, without affecting or impairing in any way the
liability of any Guarantor hereunder except to the extent the Guaranteed
Obligations have been paid. Each Guarantor waives any defense arising out of any
such election by the Creditors, even though such election operates to impair or
extinguish any right of reimbursement or subrogation or other right or remedy of
such Guarantor against any Borrower or any other Guarantor or any other party or
any security.

      (b) Each Guarantor waives all presentments, demands for performance,
protests and notices (except as otherwise expressly provided for herein),
including without limitation notices of nonperformance, notices of protest,
notices of dishonor, notices of acceptance of this Guaranty, and notices of the
existence, creation or incurring of new or additional Guaranteed Obligations.
Each Guarantor assumes all responsibility for being and keeping itself informed
of each Borrower's financial condition and assets, and of all circumstances
bearing upon the risk of nonpayment of the Guaranteed Obligations and the
nature, scope and extent of the risks which each Guarantor assumes and incurs
hereunder, and agrees that the Creditors shall have no duty to advise any
Guarantor of information known to them regarding such circumstances or risks.

  SECTION 12.09. NATURE OF LIABILITY. It is the desire and intent of the
Guarantors and the Creditors that this Guaranty shall be enforced against each
Guarantor to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. If, however, and to
the extent that, the obligations of any Guarantor under this Guaranty shall be
adjudicated to be invalid or unenforceable for any reason (including, without
limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers), then the amount of the Guaranteed
Obligations of such Guarantor shall be deemed to be reduced and such Guarantor
shall pay the maximum amount of the Guaranteed Obligations which would be
permissible under applicable law.


                                      -73-
<PAGE>

  SECTION 12.10. JUDGMENTS BINDING. If claim is ever made upon any Creditor or
any subsequent holder of a Note of any Borrower for repayment or recovery of any
amount or amounts received in payment or on account of any of the Guaranteed
Obligations and any of the aforesaid payees repays all or part of said amount by
reason of (a) any judgment, decree or order of any court or administrative body
having jurisdiction over such payee or any of its property, or (b) any
settlement or compromise of any such claim effected by such payee with any such
claimant, then and in such event each Guarantor agrees that any such judgment,
decree, order, settlement or compromise shall be binding upon each Guarantor,
notwithstanding any revocation hereof or the cancellation of any Note or other
instrument evidencing any liability of any Borrower, and each Guarantor shall be
and remain liable to the aforesaid payees hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by any such payee.

SECTION 13.    MISCELLANEOUS.

  SECTION 13.01. PAYMENT OF EXPENSES, ETC. The Borrowers jointly and severally
shall: (i) whether or not the transactions contemplated herein are consummated,
pay all reasonable out-of-pocket costs and expenses of the Administrative Agent
(including, without limitation, the reasonable fees and disbursements of Chapman
and Cutler subject to any ceiling separately agreed) in connection with the
preparation, execution and delivery of this Agreement and the other Credit
Documents and the documents and instruments referred to herein and therein and
any amendment, waiver or consent relating hereto or thereto, of the Arranger in
connection with its syndication efforts with respect to this Agreement and of
the Administrative Agent and, following an Event of Default, each of the Banks
in connection with the enforcement of this Agreement and the other Credit
Documents and the documents and instruments referred to herein and therein
(including, without limitation, the reasonable fees and disbursements of counsel
for the Administrative Agent and, following an Event of Default, for each of the
Banks); (ii) pay and hold each of the Banks harmless from and against any and
all present and future stamp, excise and other similar taxes with respect to the
foregoing matters and save each of the Banks harmless from and against any and
all liabilities with respect to or resulting from any delay or omission (other
than to the extent attributable to such Bank) to pay such taxes; and (iii)
indemnify each Agent-Related Person and each Bank, and each of their respective
officers, directors, employees, representatives and agents from and hold each of
them harmless against any and all liabilities, obligations (including removal or
remedial actions), losses, damages, penalties, claims, actions, judgments,
suits, costs, expenses and disbursements (including reasonable attorneys' and
consultants' fees and disbursements) incurred by, imposed on or assessed against
any of them as a result of, or arising out of, or in any way related to, or by
reason of, (a) any investigation, litigation or other proceeding (whether or not
such Agent-Related Person or any Bank is a party thereto) related to the
entering into and/or performance of this Agreement or any other Credit Document
or the use of any Letter of Credit or the proceeds of any Loans hereunder or the
consummation of any transactions contemplated herein or in any other Credit
Document or the exercise of any of their rights or remedies provided herein or
in the other Credit Documents, or (b) the actual or alleged presence of
Hazardous Materials in the air, surface water or groundwater or on the surface
or subsurface of any Real Property owned or at any time operated by the Company
or any of its Subsidiaries, the generation, storage, transportation, handling or
disposal of Hazardous Materials at any location, whether or not


                                      -74-
<PAGE>

owned or operated by the Company or any of its Subsidiaries, the non-compliance
of any Real Property with foreign, federal, state and local laws, regulations,
and ordinances (including applicable permits thereunder) applicable to any Real
Property, or any Environmental Claim asserted against the Company, any of its
Subsidiaries or any Real Property owned or at any time operated by the Company
or any of its Subsidiaries, including, in each case, without limitation, the
reasonable fees and disbursements of counsel and other consultants incurred in
connection with any such investigation, litigation or other proceeding (but
excluding any losses, liabilities, claims, damages or expenses determined in a
final, nonappealable judgment by a court of competent jurisdiction to have been
caused primarily by reason of the gross negligence or willful misconduct of the
Person to be indemnified). To the extent that the undertaking to indemnify, pay
or hold harmless the Administrative Agent or any Bank set forth in the preceding
sentence may be unenforceable because it is violative of any law or public
policy, the Borrowers shall make the maximum contribution to the payment and
satisfaction of each of the indemnified liabilities which is permissible under
applicable law.

  SECTION 13.02. RIGHT OF SETOFF. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence of an Event of Default, each Bank is hereby
authorized at any time or from time to time, without presentment, demand,
protest or other notice of any kind to the Company or any Subsidiary Borrower or
to any other Person, any such notice being hereby expressly waived, to set off
and to appropriate and apply any and all deposits (general or special) (in
whatever currency denominated) and any other Indebtedness at any time held or
owing by such Bank (including, without limitation, by branches and agencies of
such Bank wherever located) to or for the credit or the account of the Company
or any Subsidiary Borrower against and on account of the Obligations and
liabilities of the Company or any Subsidiary Borrower to such Bank under this
Agreement or under any of the other Credit Documents, (in whatever currency
denominated) including, without limitation, all interests in Obligations
purchased by such Bank pursuant to Section 13.06(b), and all other claims of any
nature or description arising out of or connected with this Agreement or any
other Credit Document, irrespective of whether or not such Bank shall have made
any demand hereunder and although said Obligations, liabilities or claims, or
any of them, shall be contingent or unmatured.

  SECTION 13.03. NOTICES. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telecopier) and mailed, telecopied, cabled or delivered: if to the
Company, Sealed Air Corporation (US) or Cryovac, Inc. at: Park 80 East, Saddle
Brook, New Jersey 07663-5291, Attention: Tod Christie, Treasurer, (Tel.)
201-703-4128, (Fax) 201-703-4170; if to any Subsidiary Borrower, at such
Subsidiary Borrower's address provided in the respective Election to Become a
Subsidiary Borrower; if to any Subsidiary Guarantor, at such Subsidiary
Guarantor's address specified opposite its signature below as provided in the
respective Subsidiary Guarantee Agreement; if to any Bank, at its address
specified opposite its name on the applicable signature page hereof or in the
applicable Assignment and Assumption Agreement; and if to the Administrative
Agent, at its Notice Office; or, as to any Borrower, any Subsidiary Guarantor or
the Administrative Agent, at such other address as shall be designated by such
party in a written notice to the other parties hereto and, as to each Bank, at
such other address as shall be designated by such Bank in a written notice to
the Company and the Administrative Agent. All such notices and


                                      -75-
<PAGE>

communications shall, when mailed, telecopied, or cabled or sent by overnight
courier, be effective when deposited in the mails, delivered to the telegraph
company, cable company or overnight courier, as the case may be, or sent by
telecopier, except that notices and communications to the Administrative Agent
shall not be effective until received by the Administrative Agent.

  SECTION 13.04. BENEFIT OF AGREEMENT, ETC. (a) This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto; PROVIDED, HOWEVER, no Borrower may assign or
transfer any of its rights, obligations or interest hereunder or under any other
Credit Document without the prior written consent of the Banks and, PROVIDED,
FURTHER, that, although any Bank may transfer, assign or grant participations in
its rights hereunder, such Bank shall remain a "Bank" for all purposes hereunder
(and may not transfer or assign all or any portion of its Commitments hereunder
except as provided in Section 13.04(b)) and the transferee, assignee or
participant, as the case may be, shall not constitute a "Bank" hereunder and,
PROVIDED, FURTHER, that no Bank shall transfer or grant any participation under
which the participant shall have rights to approve any amendment to or waiver of
this Agreement or any other Credit Document except to the extent such amendment
or waiver would (i) extend the final scheduled maturity of any Loan, Note or
Letter of Credit (unless such Letter of Credit is not extended beyond the Final
Maturity Date) in which such participant is participating, or reduce the rate or
extend the time of payment of interest or Fees thereon (except in connection
with a waiver of applicability of any post-default increase in interest rates)
or reduce the principal amount thereof, or increase the amount of the
participant's participation over the amount thereof then in effect (it being
understood that a waiver of any Default shall not constitute a change in the
terms of such participation, and that an increase in any Commitment or Loan
shall be permitted without the consent of any participant if the participant's
participation is not increased as a result thereof) or (ii) consent to the
assignment or transfer by any Borrower of any of its rights and obligations
under this Agreement. In the case of any such participation, the participant
shall not have any rights under this Agreement or any of the other Credit
Documents (the participant's rights against such Bank in respect of such
participation to be those set forth in the agreement executed by such Bank in
favor of the participant relating thereto) and all amounts payable by the
Borrowers hereunder shall be determined as if such Bank had not sold such
participation.

      (b) Notwithstanding the foregoing, any Bank (or any Bank together with one
or more other Banks) may (x) assign all or a portion of its Revolving Loan
Commitment (and related outstanding Obligations hereunder) to its parent company
and/or any affiliate of such Bank which is at least 80% owned by such Bank or
its parent company or to one or more Banks or (y) assign all, or if less than
all, a portion equal to at least $10,000,000 in the aggregate for the assigning
Bank or assigning Banks, of such Revolving Loan Commitments (and related
outstanding Obligations) hereunder to one or more Eligible Transferees, each of
which assignees shall become a party to this Agreement as a Bank by execution of
an Assignment and Assumption Agreement, PROVIDED that (i) at such time Schedule
1.01 shall be deemed modified to reflect the Commitments of such new Bank and of
the existing Banks, (ii) upon surrender of any old Notes, upon request new Notes
will be issued to such new Bank and to the assigning Bank, such new Notes to be
in conformity with the requirements of Section 1.06 (with appropriate
modifications) to the extent needed to reflect the revised Commitments, (iii)
the


                                      -76-
<PAGE>

consent of the Administrative Agent and the Company shall be required in
connection with any such assignment pursuant to clause (y) above (which consent
shall not be unreasonably withheld), and (iv) the Administrative Agent shall
receive at the time of each such assignment, from the assigning or assignee
Bank, the payment of a non-refundable assignment fee of $3,500 and, PROVIDED,
FURTHER, that such transfer or assignment will not be effective until recorded
by the Administrative Agent on the Register pursuant to Section 13.16. To the
extent of any assignment pursuant to this Section 13.04(b), the assigning Bank
shall be relieved of its obligations hereunder with respect to its assigned
Commitments. At the time of each assignment pursuant to this Section 13.04(b) to
a Person which is not already a Bank hereunder and which is not a United States
person (as such term is defined in Section 7701(a)(30) of the Code) for Federal
income tax purposes, the respective assignee Bank shall provide to the Company
and the Administrative Agent the appropriate Internal Revenue Service Forms
(and, if applicable a Section 4.04(b)(ii) Certificate) described in Section
4.04(b). To the extent that an assignment of all or any portion of a Bank's
Commitments and related outstanding Obligations pursuant to Section 1.14 or this
Section 13.04(b) would, at the time of such assignment, result in increased
costs under Section 1.11, 1.12 or 2.06 from those being charged by the
respective assigning Bank prior to such assignment, then the Company shall not
be obligated to pay such increased costs (although the Company shall be
obligated to pay any other increased costs of the type described above resulting
from changes after the date of the respective assignment).

      (c) Nothing in this Agreement shall prevent or prohibit any Bank from
pledging its Loans and Notes hereunder to a Federal Reserve Bank in support of
borrowings made by such Bank from such Federal Reserve Bank.

  SECTION 13.05. NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part
of the Administrative Agent or any Bank or any holder of any Note in exercising
any right, power or privilege hereunder or under any other Credit Document and
no course of dealing between any Borrower and the Administrative Agent or any
Bank or the holder of any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege hereunder or under
any other Credit Document preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder or thereunder. The
rights, powers and remedies herein or in any other Credit Document expressly
provided are cumulative and not exclusive of any rights, powers or remedies
which the Administrative Agent or any Bank or the holder of any Note would
otherwise have. No notice to or demand on any Borrower in any case shall entitle
any Borrower to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Administrative Agent
or any Bank or the holder of any Note to any other or further action in any
circumstances without notice or demand.

  SECTION 13.06. PAYMENTS PRO RATA. (a) Except as otherwise provided in this
Agreement, the Administrative Agent agrees that promptly after its receipt of
each payment from or on behalf of the respective Borrower in respect of any
Obligations hereunder, it shall distribute such payment to the Banks (other than
any Bank that has consented in writing to waive its PRO RATA share of any such
payment) PRO RATA based upon their respective shares, if any, of the Obligations
with respect to which such payment was received.


                                      -77-
<PAGE>

      (b) Each of the Banks agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings, Facility Fee or Letter of Credit Fees, of a sum
which with respect to the related sum or sums received by other Banks is in a
greater proportion than the total of such Obligations then owed and due to such
Bank bears to the total of such Obligations then owed and due to all of the
Banks immediately prior to such receipt, then such Bank receiving such excess
payment shall purchase for cash without recourse or warranty from the other
Banks an interest in the Obligations of the respective Borrower to such Banks in
such amount as shall result in a proportional participation by all the Banks in
such amount; PROVIDED that if all or any portion of such excess amount is
thereafter recovered from such Bank, such purchase shall be rescinded and the
purchase price restored to the extent of such recovery, but without interest.

  SECTION 13.07. CALCULATIONS; COMPUTATIONS. (a) All computations of interest,
Facility Fees and other Fees hereunder shall be made on the basis of a year of
(i) 365/366 days, as applicable, with respect to Facility Fees, Letter of Credit
Fees and interest on Base Rate Loans and Eurocurrency Loans denominated in
Pounds Sterling and other Local Currencies customarily computed on such basis in
accordance with customary Eurocurrency market practice, as determined by the
Administrative Agent and (ii) 360 days, with respect to all other amounts, for
the actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest, or Fees are payable. The
applicable Local Currency Documentation may specify that a different day count
method is applicable to amounts owing pursuant to such Local Currency
Documentation.

      (b) For purposes of determining compliance with the dollar amounts set
forth in Section 8, the dollar equivalent of any Indebtedness or other
obligation incurred in a currency other than Dollars shall be the dollar
equivalent thereof as in effect on the last Business Day of the then most
recently ended fiscal quarter of the Company and such dollar equivalent shall
remain in effect until same is recalculated as of the last Business Day of the
immediately succeeding fiscal quarter, and with such dollar equivalent to mean,
at any time of determination thereof, the amount of Dollars which could be
purchased with the amount of currency involved in such computation at the spot
exchange rate therefor as published in the New York edition of THE WALL STREET
JOURNAL on the date one Business Day subsequent to the date of any determination
of such dollar equivalent, PROVIDED that if the New York edition of THE WALL
STREET JOURNAL is not published on such date, reference shall be made to such
rate as set forth in most recently published New York edition of THE WALL STREET
JOURNAL, and PROVIDED FURTHER, that if any time the New York edition of THE WALL
STREET JOURNAL ceases to publish such exchange rates, the dollar equivalent
shall be the amount of Dollars which could be purchased with the amount of
currency involved in such computation at the spot rate therefor as quoted by the
Administrative Agent at approximately 11:00 a.m. (London time) on the date two
Business Days prior to the date of any determination thereof for purchase on
such date.

  SECTION 13.08. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
JURY TRIAL. (a) This Agreement and the other Credit Documents and the rights and
obligations of the parties hereunder and thereunder shall be construed in
accordance with and be governed by the law of


                                      -78-
<PAGE>

the State of New York. Any legal action or proceeding with respect to this
Agreement or any other Credit Document may be brought in the courts of the State
of New York or the United States for the Southern District of New York located
in the Borough of Manhattan, and, by execution and delivery of this Agreement,
each Borrower and Subsidiary Guarantor hereby irrevocably accepts for itself and
in respect of its property, generally and unconditionally, the jurisdiction of
the aforesaid courts. Each Borrower and Subsidiary Guarantor hereby further
irrevocably waives any claim that any such courts lack jurisdiction over such
Borrower or Subsidiary Guarantor, and agrees not to plead or claim, in any legal
action or proceeding with respect to this Agreement or any other Credit Document
brought in any of the aforesaid courts, that any such court lacks jurisdiction
over such Borrower or Subsidiary Guarantor. Each Subsidiary Borrower and
Subsidiary Guarantor hereby irrevocably designates, appoints and empowers the
Company as its designee, appointee and agent to receive, accept and acknowledge
for and on its behalf, and in respect of its property, service of any and all
legal process, summons, notices and documents which may be served in any such
action or proceeding. If for any reason the Company shall cease to be available
to act as such, each Subsidiary Borrower and Subsidiary Guarantor agrees to
designate a new designee, appointee and agent in New York City on the terms and
for the purposes of this provision satisfactory to the Administrative Agent
under this Agreement. Each Borrower and Subsidiary Guarantor further irrevocably
consents to the service of process out of any of the aforementioned courts in
any such action or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to it at its address specified pursuant to
Section 13.03, such service to become effective 30 days after such mailing. Each
Borrower and Subsidiary Guarantor hereby irrevocably waives any objection to
such service of process and further irrevocably waives and agrees not to plead
or claim in any action or proceeding commenced hereunder or under any other
Credit Document that service of process was in any way invalid or ineffective.
Nothing herein shall affect the right of the Administrative Agent under this
Agreement, any Bank or the holder of any Note to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed
against any Borrower or Subsidiary Guarantor in any other jurisdiction.

      (b) Each Borrower and Subsidiary Guarantor hereby irrevocably waives any
objection which it may now or hereafter have to the laying of venue of any of
the aforesaid actions or proceedings arising out of or in connection with this
Agreement or any other Credit Document brought in the courts referred to in
clause (a) above and hereby further irrevocably waives and agrees not to plead
or claim in any such court that any such action or proceeding brought in any
such court has been brought in an inconvenient forum.

      (c) The Company hereby agrees with each Subsidiary Borrower, each
Subsidiary Guarantor, the Administrative Agent and each Bank that the Company
irrevocably accepts such appointment as agent as set forth in clause (a) of this
Section 13.08 and agrees that the Company (i) shall inform the Administrative
Agent promptly in writing of any change of its address, (ii) shall notify the
Administrative Agent of any termination of any of the agency relationships
created by clause (a) of this Section 13.08, (iii) shall perform its obligations
as such agent in accordance with the provisions of clause (a) of this Section
13.08 and (iv) shall forward promptly to each Subsidiary Borrower and Subsidiary
Guarantor any legal process received by the Company in its capacity as process
agent. As process agent, the Company agrees to discharge the above-mentioned
obligations and will not refuse fulfillment of such obligations under


                                      -79-
<PAGE>

clause (a) of this Section 13.08. In addition, the Company agrees that it shall
maintain its qualification to do business in the State of New York and shall at
all times have a registered agent in New York to receive service of process.

      (d) Each of the parties to this Agreement hereby irrevocably waives all
right to a trial by jury in any action, proceeding or counterclaim arising out
of or relating to this Agreement, the other Credit Documents or the transactions
contemplated hereby or thereby.

  SECTION 13.09. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Company and the
Administrative Agent.

  SECTION 13.10. EFFECTIVENESS. This Agreement shall become effective on the
date (the "EFFECTIVE DATE") on which (i) the Company, each Subsidiary of the
Company listed as a Borrower or Guarantor on the signature pages hereto and each
of the Banks shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered the same to the Administrative
Agent at its Notice Office or, in the case of the Banks, shall have given to the
Administrative Agent telephonic (confirmed in writing), written or facsimile
notice (actually received) at such office that the same has been signed and
mailed to it and (ii) all conditions contained in Section 5.01 are met to the
satisfaction of the Administrative Agent and the Required Banks (determined
after giving effect to the Effective Date). Upon the satisfaction of the
conditions described in clause (i) of the immediately preceding sentence and
upon the Administrative Agent's good faith determination that the conditions
described in clause (ii) of the immediately preceding sentence have been met,
then the Effective Date shall be deemed to have occurred, regardless of any
subsequent determination that one or more of the conditions thereto had not been
met (although the occurrence of the Effective Date shall not release any
Borrower from any liability or prevent the existence of an Event of Default
based upon failure to satisfy one or more of the applicable conditions contained
in Section 5.01). The Administrative Agent will give each Borrower and each Bank
prompt written notice of the occurrence of the Effective Date.

  SECTION 13.11. HEADINGS DESCRIPTIVE. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

  SECTION 13.12. AMENDMENT OR WAIVER; ETC. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the Borrowers and the Required Banks, PROVIDED that no such
change, waiver, discharge or termination shall, without the consent of each Bank
(with Obligations being directly affected in the case of following clause (i)),
(i) extend the final scheduled maturity of any Loan or Note or extend the stated
maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the
rate or extend the time of payment of interest thereon or any Fees, or reduce
the principal amount thereof, (ii) amend, modify or waive any provision of the
definition of "EUROCURRENCY" or of


                                      -80-
<PAGE>

Section 13.06(b) or this Section 13.12, (iii) reduce the percentage specified in
the definition of Required Banks, (iv) except as provided in Section 13.18
hereof, release any Guarantor from its obligations under the Guaranty or (v)
consent to the assignment or transfer by any Borrower of any of its rights and
obligations under this Agreement; PROVIDED FURTHER, that no such change, waiver,
discharge or termination shall (w) increase the Commitments of any Bank over the
amount thereof then in effect without the consent of such Bank (it being
understood that waivers or modifications of conditions precedent, covenants or
Defaults shall not constitute an increase of the Commitment of a Bank), (x)
without the consent of Bank of America, amend, modify or waive any provision of
Section 2 or alter its rights or obligations with respect to Letters of Credit
or without the consent of a Swingline Lender, amend, modify or waive any
provision of Section 1.01(b) or (c) as it relates to such Swingline Lender or
alter its rights or obligations with respect to Swingline Loans, (y) without the
consent of each Bank with a Local Currency Commitment or that has arranged for
one of its Local Affiliates to provide a Local Currency Commitment, amend,
modify or waive any provision of Section 1 as same applies to Local Currency
Commitments, or (z) without the consent of the Administrative Agent, amend,
modify or waive any provision of Section 11 as same applies to the
Administrative Agent or any other provision as same relates to the rights or
obligations of the Administrative Agent.

      (b) If, in connection with any proposed change, waiver, discharge or
termination with respect to any of the provisions of this Agreement as
contemplated by clauses (i) through (v), inclusive, of the first proviso to
Section 13.12(a), the consent of the Required Banks is obtained but the consent
of one or more of such other Banks whose consent is required is not obtained,
then the Company shall have the right, so long as all non-consenting Banks whose
individual consent is required are treated as described in either clause (A) or
(B) below, to either (A) replace each such non-consenting Bank or Banks with one
or more Replacement Banks pursuant to Section 1.14 so long as at the time of
such replacement, each such Replacement Bank consents to the proposed change,
waiver, discharge or termination or (B) terminate such non-consenting Bank's
Revolving Loan Commitment and repay in full such non-consenting Bank's
outstanding Loans in accordance with Sections 3.02(b) and 4.01(b), PROVIDED
that, unless the Commitments that are terminated, and Loans that are repaid,
pursuant to preceding clause (B) are immediately replaced in full at such time
through the addition of new Banks or the increase of the Commitments and/or
outstanding Loans of existing Banks (who in each case must specifically consent
thereto), then in the case of any action pursuant to preceding cause (B) the
Required Banks (determined before giving effect to the proposed action) must
specifically consent thereto, PROVIDED FURTHER, that in any event the Company
shall not have the right to replace a Bank, terminate its Commitments or repay
its Loans solely as a result of the exercise of such Bank's rights (and the
withholding of any required consent by such Bank) pursuant to the second proviso
to Section 13.12(a).

  SECTION 13.13. SURVIVAL. All indemnities set forth herein including, without
limitation, in Sections 1.11, 1.12, 2.06, 4.04, 13.01 and 13.06 shall survive
the execution, delivery and termination of this Agreement and the Notes and the
making and repayment of the Loans.

  SECTION 13.14. DOMICILE OF LOANS. Each Bank may transfer and carry its Loans
at, to or for the account of any office, Subsidiary or Affiliate of such Bank.
Notwithstanding anything to the contrary contained herein, to the extent that a
transfer of Loans pursuant to this Section 13.14


                                      -81-
<PAGE>

would, at the time of such transfer, result in increased costs under Section
1.11, 1.12, 2.06 or 4.04 from those being charged by the respective Bank prior
to such transfer, then the Borrowers shall not be obligated to pay such
increased costs (although the Borrowers shall be obligated to pay any other
increased costs of the type described above resulting from changes after the
date of the respective transfer).

  SECTION 13.15. CONFIDENTIALITY. (a) Subject to the provisions of clause (b) of
this Section 13.15, each Bank agrees that it will use its best efforts not to
disclose without the prior consent of the Company (other than to its employees,
auditors, advisors or counsel or to another Bank if the Bank or such Bank's
holding or parent company in its sole discretion determines that any such party
should have access to such information, PROVIDED such Persons shall be subject
to the provisions of this Section 13.15 to the same extent as such Bank) any
information with respect to the Company or any of its Subsidiaries which is now
or in the future furnished pursuant to this Agreement or any other Credit
Document and which is designated by the Company to the Banks in writing as
confidential, PROVIDED that any Bank may disclose any such information (i) as
has become generally available to the public, (ii) as may be required or
appropriate in any report, examination, statement or testimony submitted to any
municipal, state or federal regulatory body having or claiming to have
jurisdiction over such Bank or to the Federal Reserve Board or the Federal
Deposit Insurance Corporation or similar organizations (whether in the United
States or elsewhere) or their successors, (iii) as may be required or
appropriate in respect to any summons or subpoena or in connection with any
litigation, (iv) in order to comply with any law, order, regulation or ruling
applicable to such Bank, (v) to the Administrative Agent and (vi) to any
prospective or actual transferee or participant in connection with any
contemplated transfer or participation of any of the Notes or Revolving Loan
Commitments or any interest therein by such Bank, PROVIDED, that such
prospective transferee agrees to abide by the provisions contained in this
Section.

      (b) Each Borrower hereby acknowledges and agrees that each Bank may share
with any of its affiliates any information related to the Company or any of its
Subsidiaries (including, without limitation, any nonpublic customer information
regarding the creditworthiness of the Company and its Subsidiaries, provided
such Persons shall be subject to the provisions of this Section 13.15 to the
same extent as such Bank).

  SECTION 13.16. REGISTER. Each Borrower hereby designates the Administrative
Agent to serve as such Borrower's agent, solely for purposes of this Section
13.16, to maintain a register (the "REGISTER") on which it will record the
Commitments from time to time of each of the Banks, the Loans made by each of
the Banks and each repayment in respect of the principal amount of the Loans of
each Bank. Failure to make any such recordation, or any error in such
recordation shall not affect such Borrower's obligations in respect of such
Loans. With respect to any Bank, the transfer of the Commitment of such Bank and
the rights to the principal of, and interest on, any Loan made pursuant to such
Commitment shall not be effective until such transfer is recorded on the
Register maintained by the Administrative Agent with respect to ownership of
such Commitment and Loans and prior to such recordation all amounts owing to the
transferor with respect to such Commitment and Loans shall remain owing to the
transferor. The registration of assignment or transfer of all or part of any
Commitments and Loans shall be recorded by the Administrative Agent on the
Register only upon the acceptance by the


                                      -82-
<PAGE>

Administrative Agent of a properly executed and delivered Assignment and
Assumption Agreement pursuant to Section 13.04(b). Coincident with the delivery
of such an Assignment and Assumption Agreement to the Administrative Agent for
acceptance and registration of assignment or transfer of all or part of a Loan,
or as soon thereafter as practicable, the assigning or transferor Bank shall
surrender the Note, if any, evidencing such Loan, and thereupon one or more new
Notes, if requested by the transferor Bank and/or the new Bank, shall be issued
to the assigning or transferor Bank and/or the new Bank. The Borrowers jointly
and severally agree to indemnify the Administrative Agent from and against any
and all losses, claims, damages and liabilities of whatsoever nature which may
be imposed on, asserted against or incurred by the Administrative Agent in
performing its duties under this Section 13.16.

  SECTION 13.17. JUDGMENT CURRENCY. (a) The Borrowers' obligation hereunder and
under the other Credit Documents to make payments in Dollars or any other
currency (the "OBLIGATION CURRENCY") shall not be discharged or satisfied by any
tender or recovery pursuant to any judgment expressed in or converted into any
currency other than the Obligation Currency, except to the extent that such
tender or recovery results in the effective receipt by the Administrative Agent
or the respective Bank of the full amount of the Obligation Currency expressed
to be payable to the Administrative Agent or such Bank under this Agreement or
the other Credit Documents. If for the purpose of obtaining or enforcing
judgment against any Borrower in any court or in any jurisdiction, it becomes
necessary to convert into or from any currency other than the Obligation
Currency (such other currency being hereinafter referred to as the "JUDGMENT
CURRENCY") an amount due in the Obligation Currency, the conversion shall be
made, at the rate of exchange (as quoted by the Administrative Agent or if the
Administrative Agent does not quote a rate of exchange on such currency, by a
known dealer in such currency designated by the Administrative Agent)
determined, in each case, as of the day immediately preceding the day on which
the judgment is given (such Business Day being hereinafter referred to as the
"JUDGMENT CURRENCY CONVERSION DATE").

      (b) If there is a change in the rate of exchange prevailing between the
Judgment Currency Conversion Date and the date of actual payment of the amount
due, the Borrowers covenant and agree to pay, or cause to be paid, such
additional amounts, if any (but in any event not a lesser amount) as may be
necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate or exchange prevailing on the Judgment Currency Conversion
Date.

      (c) For purposes of determining any rate of exchange for this Section
13.17, such amounts shall include any premium and costs payable in connection
with the purchase of the Obligation Currency.

  SECTION 13.18. RELEASE OF SUBSIDIARY GUARANTY. The Guaranty provided by a
Subsidiary Guarantor will automatically be terminated upon the receipt by the
Administrative Agent of a certificate from a Senior Financial Officer,
certifying as of the date of the certificate that, after the consummation of the
transaction or series of transactions described in such certificate (which
certification shall also state that such transactions, individually or in the
aggregate, will be in


                                      -83-
<PAGE>

compliance with the terms and conditions of this Agreement, including to the
extent applicable, the covenants contained in Section 8, and that no Event of
Default existed, exists or will exist, as the case may be, immediately before,
as a result of, or immediately after giving effect to the transaction or
transactions and the terminations), the Subsidiary identified in such
certification will no longer be a Subsidiary of the Company. The Administrative
Agent and each Bank shall, at the Company's expense, execute and deliver such
instruments as the Company may reasonably request to evidence such termination.


                                      -84-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.


                                       SEALED AIR CORPORATION, as Borrower and
                                          Guarantor



                                       By    /s/ Daniel S. Van Riper
                                         --------------------------------------
                                         Title   Senior Vice President &
                                               --------------------------------
                                                 Chief Financial Officer
                                               --------------------------------


                                       SEALED AIR CORPORATION (US), as Borrower
                                          and Guarantor



                                       By    /s/ Daniel S. Van Riper
                                         --------------------------------------
                                         Title   Vice President
                                               --------------------------------


                                       CRYOVAC, INC., as Borrower and Guarantor



                                       By    /s/ Daniel S. Van Riper
                                         --------------------------------------
                                         Title   Vice President
                                               --------------------------------


                                       CRYOVAC AUSTRALIA PTY. LIMITED, as
                                          Borrower



                                       By    /s/ Daniel S. Van Riper
                                         --------------------------------------
                                         Title   Director
                                               --------------------------------


                                       SEALED AIR (CANADA) INC., as Borrower



                                       By    /s/ Daniel S. Van Riper
                                         --------------------------------------
                                         Title   Attorney-in-fact
                                               --------------------------------



                                      S-1
<PAGE>

                                       SEALED AIR (NEW ZEALAND LIMITED), as
                                          Borrower



                                       By    /s/ Daniel S. Van Riper
                                         --------------------------------------
                                         Title   Director
                                               --------------------------------


                                       SEALED AIR ARGENTINA S.A., as Borrower



                                       By    /s/ Daniel S. Van Riper
                                         --------------------------------------
                                         Title   Attorney-in-fact
                                               --------------------------------


                                      S-2
<PAGE>



ADDRESS:                               BANK OF AMERICA, N.A., as Administrative
                                          Agent

101 North Tryon Street
Charlette, NC 28255-0001
Attention:  Laura Schultz
            Mail Code NC1-001-15-03    By   /s/ Donald J. Chin
Telephone:  (704) 388-6484               --------------------------------------
Telecopy:  (704) 409-0008                Title   Managing Director
                                              ---------------------------------


With copy to:
335 Madison Avenue
New York, NY 10017
Attn: Donald Chin
      Mail Code:  NY1-503-05-13
Telephone:  (212) 503-8453
Telecopy:   (212) 503-7878


                                      S-3
<PAGE>



ADDRESS:                               BANK OF AMERICA, N.A., as a Bank, Issuing
                                         Agent and Swingline Lender
101 North Tryon Street
Charlette, NC 28255-0001
Attention:  Laura Schultz
            Mail Code NC1-001-15-03    By   /s/ Donald J. Chin
Telephone:  (704) 388-6484               --------------------------------------
Telecopy:  (704) 409-0008                Title   Managing Director
                                              ---------------------------------


With copy to:
335 Madison Avenue
New York, NY 10017
Attn: Donald Chin
      Mail Code:  NY1-503-05-13
Telephone:  (212) 503-8453
Telecopy:   (212) 503-7878


                                      S-4
<PAGE>




ADDRESS:                               DEUTSCHE BANK AG NEW YORK BRANCH
                                         and/or CAYMAN ISLANDS BRANCH
Deutsche Bank AG
31 W. 52nd Street                      By    /s/ Jean M. Hannigan
New York, NY 10019                       --------------------------------------
Telephone:  (212) 469-8648               Title   Director
Telecopy:  (212) 469-8701                     ---------------------------------

                                       By    /s/ Stephanie Strohe
                                          -------------------------------------
                                          Title  Associate
                                               --------------------------------


                                      S-5
<PAGE>



ADDRESS:                               FLEET NATIONAL BANK

100 Federal Street
Boston, MA 07110                       By    /s/ Marwan Isbaih
Telephone:  (617) 434-8326               --------------------------------------
Telecopy:  (617) 434-0601                Title   Director
                                              ---------------------------------




                                      S-6
<PAGE>



ADDRESS:                               SUNTRUST BANK

711 Fifth Avenue
16th Floor                             By    /s/ W. David Wisdom
New York, NY 10022                       --------------------------------------
Telephone:  (212) 583-2604               Title   Vice President
Telecopy:  (212) 371-9386                     ---------------------------------



                                      S-7
<PAGE>



ADDRESS:                               CREDIT LYONNAIS NEW YORK BRANCH

1301 Avenue of the Americas
New York, NY 10019                     By    /s/ Rod Hurst
Telephone:  (212) 261-7000               --------------------------------------
Telecopy:  (212) 459-3129                Title   Vice President
                                              ---------------------------------


                                      S-8
<PAGE>



ADDRESS:                               CITIBANK, N.A.

388 Greenwich Street
23rd Floor                             By    /s/ William Martens
New York, NY 10013                       --------------------------------------
Telephone:  (212) 816-5414               Title   Managing Director
Telecopy:  (212) 816-5402                     ---------------------------------




                                      S-9
<PAGE>



ADDRESS:                               NATIONAL CITY BANK

One South Broad Street - 13th Floor
Philadeliphia, PA 19107                By    /s/ Melissa G. Landay
Telephone:  (267) 256-4043               --------------------------------------
Telecopy:  (267) 256-4001                Title   VICE PRESIDENT
                                              ---------------------------------


                                      S-10
<PAGE>



ADDRESS:                               BNP PARIBAS

787 Seventh Avenue
New York, NY 10019                     By    /s/ CHRISTOPHER CRISWELL
Telephone:  (212) 841-3404               --------------------------------------
Telecopy:  (212) 841-3049                Title   Director
                                              ---------------------------------

                                       By    /s/ Arnaud Collin du Bocage
                                         --------------------------------------
                                         Title   Managing Director
                                              ---------------------------------


                                      S-11
<PAGE>



ADDRESS:                               KBC BANK NV

125 W 55th Street                      By    /s/ Jean-Pierre Diels
New York, NY 10019                       --------------------------------------
Telephone:  (212) 541-0600               Title   First Vice President
Telecopy:  (212) 541-0793                     ---------------------------------


                                       By    /s/ Wei-Chun Wang
                                         --------------------------------------
                                         Title   Associate
                                              ---------------------------------


                                      S-12
<PAGE>



ADDRESS:                               EXPORT DEVELOPMENT CORPORATION

151 O'Connor Street
Ottawa, Ontario                        By    /s/ CARL BURLOCK
Canada K1A 1K3                           --------------------------------------
Telephone:  (613) 597-8508               Title   Financial Services Manager
Telecopy:  (613) 597-8503                     ---------------------------------

                                       By    /s/ PATRIZIA A. CAPPELLI
                                         --------------------------------------
                                         Title   Financial Services Manager
                                              ---------------------------------


                                      S-13
<PAGE>



ADDRESS:                               MELLON BANK, N.A.

1735 Market Street
Philadelphia, PA 19103                 By    /s/ Maria N. Sisto
Telephone:  (215) 553-3243               --------------------------------------
Telecopy:  (215) 553-4899                Title   Vice President
                                              ---------------------------------


                                      S-14
<PAGE>



ADDRESS:                               NORDEUTSCHE LANDESBANK GIROZENTRALE

1114 Avenue of the Americas
New York, NY 10036                     By    /s/ JOSEF HAAS
Telephone:  (212) 812-6805               --------------------------------------
Telecopy:  (212) 812-6860                Title   Vice President
                                              ---------------------------------

                                       By    /s/ Stephanie Finnen
                                         --------------------------------------
                                         Title   Vice President
                                              ---------------------------------



                                      S-15
<PAGE>


                                  SCHEDULE 1.01

                                   COMMITMENTS

<TABLE>
<CAPTION>

               BANK NAME                               COMMITMENT


<S>                                                   <C>
Bank of America, NA                                   18,750,000.00

Deutsche Bank AG New York Branch and/or
Cayman Islands Branch                                 25,000,000.00

Fleet National Bank                                   25,000,000.00

SunTrust Bank                                         25,000,000.00

Credit Lyonnais New York Branch                       24,375,000.00

Citibank, N.A.                                        20,000,000.00

National City Bank                                    15,000,000.00

BNP Paribas                                           11,250,000.00

KBC Bank NV                                           11,250,000.00

Export Development Corporation                         6,250,000.00

Mellon Bank N.A.                                       6,250,000.00

Norddeutsche Landesbank Girozentrale                   6,250,000.00
</TABLE>




<PAGE>

                                  SCHEDULE 6.11

                              MATERIAL SUBSIDIARIES



                                  Cryovac, Inc.

                           Sealed Air Corporation (US)

                                 Sealed Air B.V.

                           Sealed Air Finance II B.V.

                               Sealed Air Limited

                             Dolphin Packaging Ltd.

                                Sealed Air S.A.S.

                           Cryovac Australia Pty. Ltd.

                                 Sealed Air Srl

                          Sealed Air (New Zealand) Ltd.

                                 Sealed Air GmbH

                            Sealed Air (Canada) Inc.

                       Sealed Air de Mexico, S.A. de C.V.

                              Cryovac Brazil Ltda.

                            Sealed Air Argentina S.A.




<PAGE>

                                SCHEDULE 8.04(B)

                              EXISTING INDEBTEDNESS

<TABLE>
<CAPTION>

             MATERIAL SUBSIDIARY                 CURRENCY/AMOUNT


<S>                                     <C>                <C>
      Sealed Air Corporation (US)       U.S.$                   2,214,000

      Sealed Air (Canada) Inc.          CAD$                    8,000,000

      Sealed Air S.A.S.                 French Francs         223,000,000

      Sealed Air GmbH                   Deutsche Marks         35,000,000

      Sealed Air B.V.                   Dutch Guilders          6,060,000

      Sealed Air Finance II BV          Dutch Guilders          1,310,000

      Sealed Air SRL                    Italian Lira       34,900,000,000

      Dolphin Packaging Limited         Sterling                7,009,000

      Sealed Air Limited                Sterling                7,200,000

      Sealed Air Argentina S.A.         Argentina Pesos        13,020,000

      Cryovac Brazil LTDA               Brazilian Reals        51,240,000

      Sealed Air Mexico, S.A. de C.V.   Mexican Pesos         400,000,000

      Cryovac Australia Pty. Ltd.       Australian Dollars    100,193,000
                                   New Zealand
      Sealed Air (New Zealand) Ltd.     Dollars                82,000,000
</TABLE>


<PAGE>

                                   EXHIBIT A-1

                      NOTICE OF REVOLVING CREDIT BORROWING


                                                                          [Date]


Bank of America, N.A., as Administrative Agent
  for the Banks party to
  the Credit Agreement
  referred to below

101 North Tryon Street
Charlotte, NC 28255
Attention:  Agency Services

Gentlemen:

      The undersigned refers to the Global Revolving Credit Agreement (364-Day),
dated as of March 23, 2001 (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 and certain of its subsidiaries,
as Borrowers, Sealed Air Corporation and certain Domestic Subsidiaries, as
Guarantors, the lenders from time to time party thereto (the "Banks"), you, as
Administrative Agent for such Banks, and Banc of America Securities LLC, as Lead
Arranger and Book Manager, and hereby gives you notice, irrevocably, pursuant to
Section 1.03(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 1.03(a) of the Credit Agreement:

            (i) The Business Day of the Proposed Borrowing is ___________,
      ____.(1)

            (ii) The aggregate principal amount of the Proposed Borrowing is
      $____________.

            (iii) The Proposed Borrowing will be a Revolving Loan.

            (iv) The Proposed Borrowing is to be initially maintained as a [Base
      Rate Loan] [Eurocurrency Loan with an initial Interest Period of ______
      months].


----------
(1)   Same Business Day notice is permitted for a Proposed Borrowing of Base
      Rate Loans, at least three Business Days' prior notice is required for a
      Proposed Borrowing of Eurocurrency Loans denominated in U.S. Dollars and
      at least four Business Days' prior notice is required for a Proposed
      Borrowing of non-U.S. Dollar denominated Eurocurrency Loans.


<PAGE>

            (v) The applicable Borrower shall be _________________.

            (vi) The Proposed Borrowing will be denominated in ___________.2

      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 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)   Must be denominated in U.S. Dollars or in any Eurocurrency.



                                     A-1-2
<PAGE>

                                   EXHIBIT A-2

                             NOTICE OF BID BORROWING

                                                                          [Date]


Bank of America, N.A., as Administrative Agent
  for the Banks party to
  the Credit Agreement
  referred to below

101 North Tryon Street
Charlotte, NC 28255
Attention:  Agency Services

Gentlemen:

      The undersigned refers to the Global Revolving Credit Agreement (364-Day),
dated as of March 23, 2001 (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 and certain of its subsidiaries,
as Borrowers, Sealed Air Corporation and certain Domestic Subsidiaries, as
Guarantors, the lenders from time to time party thereto (the "Banks"), you, as
Administrative Agent for such Banks, and Banc of America Securities LLC, as Lead
Arranger and Book Manager, 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 Borrowing(1)    ______________

              (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.


<PAGE>


              (iii) Aggregate Principal Amount of each
                    Proposed Bid Borrowing(2)                  ______________

              (iv)  Maturity Date for each Proposed Bid
                    Borrowing(3)                               ______________

              (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.



                                     A-2-2
<PAGE>

                                   EXHIBIT B-1

                                 REVOLVING NOTE


                                                              New York, New York

                                                              _________ __, ____


      FOR VALUE RECEIVED, [NAME OF BORROWER], a corporation organized and
existing under the laws of ________________________ (the "COMPANY"), hereby
promises to pay to ____________________________________________ or its
registered assigns (the "BANK"), at the office of Bank of America, N.A. (the
"ADMINISTRATIVE AGENT") located at 101 North Tryon Street, Charlotte, NC 28255
(or, in the case of Eurocurrency Loans denominated in a currency other than
Dollars, at such office as the Administrative Agent has previously notified the
Borrower) on the Final Maturity Date (as defined in the Agreement referred to
below) the unpaid principal amount of all Revolving Loans (as defined in the
Agreement) made by the Bank to the Company pursuant to the Agreement, in each
case in the applicable currency of such Revolving Loan in accordance with
Section 4.03 of the Agreement.

      The Company promises also to pay interest on the unpaid principal amount
of each Revolving Loan in like money at said office from the date hereof until
paid at the rates and at the times provided in Section 1.09 of the Agreement.

      This Note is one of the Revolving Notes referred to in the Global
Revolving Credit Agreement (364-Day), dated as of March 23, 2001, among Sealed
Air Corporation and certain of its subsidiaries, as Borrowers, Sealed Air
Corporation and certain Domestic Subsidiaries, as Guarantors, the lenders party
thereto (including the Bank), the Administrative Agent, and Banc of America
Securities LLC, as Lead Arranger and Book Manager (as from time to time in
effect, the "AGREEMENT") and is entitled to the benefits thereof and the other
Credit Documents (as defined in the Agreement). This Note is entitled to the
benefits of the Guaranty (as defined in the Agreement). As provided in the
Agreement, this Note is subject to voluntary prepayment and mandatory repayment,
in whole or in part, prior to the Final Maturity Date.

      In case an Event of Default (as defined in the Agreement) shall occur and
be continuing, the principal of and accrued interest on this Note may be
declared to be due and payable in the manner and with the effect provided in the
Agreement.

      The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.

<PAGE>

      THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.


                               [NAME OF BORROWER]



                                       By ____________________________________
                                          Name:_______________________________
                                          Title:______________________________


                                     B-1-2
<PAGE>

                                   EXHIBIT B-2

                                    BID NOTE


                                                              New York, New York

                                                              _________ __, ____


      FOR VALUE RECEIVED, SEALED AIR CORPORATION, a corporation organized and
existing under the laws of the State of Delaware (the "COMPANY"), hereby
promises to pay to ____________________________________________ or its
registered assigns (the "BANK"), at the office of Bank of America, N.A. (the
"ADMINISTRATIVE AGENT") located at 101 North Tryon Street, Charlotte, NC 28255,
the unpaid principal amount of each Bid Loan (as defined in the Agreement
referred to below) made by the Bank to the Company pursuant to the Agreement on
the applicable maturity date agreed to by the Company and the Bank for such Bid
Loan pursuant to Section 1.04 of the Agreement.

      The Company promises also to pay interest on the unpaid principal amount
hereof at said office from the date hereof until paid at the rates and at the
times provided in Section 1.04(d) of the Agreement.

      This Note is one of the Bid Notes referred to in the Global Revolving
Credit Agreement (364-Day), dated as of March 23, 2001, among Sealed Air
Corporation and certain of its subsidiaries, as Borrowers, Sealed Air
Corporation and certain Domestic Subsidiaries, as Guarantors, the lenders party
thereto (including the Bank), the Administrative Agent, and Banc of America
Securities LLC, as Lead Arranger and Book Manager (as from time to time in
effect, the "AGREEMENT") and is entitled to the benefits thereof and the other
Credit Documents (as defined in the Agreement). This Bid Note is entitled to the
benefits of the Guaranty (as defined in the Agreement). As provided in the
Agreement, this Bid Note is subject to mandatory repayment, in whole or in part,
prior to the Final Maturity Date.

      In case an Event of Default (as defined in the Agreement) shall occur and
be continuing, the principal of and accrued interest on this Bid Note may be
declared to be due and payable in the manner and with the effect provided in the
Agreement.

      The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Bid Note.

<PAGE>

      THIS BID NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.


                                       SEALED AIR CORPORATION



                                       By ____________________________________
                                          Name:_______________________________
                                          Title:______________________________



                                     B-2-2
<PAGE>

                                   EXHIBIT B-3

                               LOCAL CURRENCY NOTE


                                                             __________ __, ____


      FOR VALUE RECEIVED, [NAME OF BORROWER], a corporation organized and
existing under the laws of ________________________ (the "COMPANY"), hereby
promises to pay to ____________________________________________ or its
registered assigns (the "BANK"), in lawful money of ___________ in immediately
available funds, at the office of the Bank located at
________________________________ in accordance with the Local Currency
Documentation (as defined in the Agreement referred to below) the unpaid
principal amount of all Local Currency Loans (as defined in the Agreement) made
by the Bank to the Company pursuant to the Agreement and the Local Currency
Documentation.

      The Company promises also to pay interest on the unpaid principal amount
hereof in like money at said office from the date hereof until paid at the rates
and at the times provided in the Local Currency Documentation.

      This Note is one of the Local Currency Notes referred to in the Global
Revolving Credit Agreement (364-Day), dated as of March 23, 2001, among Sealed
Air Corporation and certain of its subsidiaries, as Borrowers, Sealed Air
Corporation and certain Domestic Subsidiaries, as Guarantors, the lenders party
thereto (including the Bank), Bank of America, N.A., as Administrative Agent,
and Banc of America Securities LLC, as Lead Arranger and Book Manager (as from
time to time in effect, the "AGREEMENT") and is entitled to the benefits
thereof, the Local Currency Documentation and the other Credit Documents (as
defined in the Agreement). This Note is entitled to the benefits of the Guaranty
(as defined in the Agreement). As provided in the Agreement, this Note is
subject to voluntary prepayment and mandatory repayment, in whole or in part,
prior to the Final Maturity Date.

      In case an Event of Default (as defined in the Agreement) shall occur and
be continuing, the principal of and accrued interest on this Note may be
declared to be due and payable in the manner and with the effect provided in the
Agreement.

      The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.

<PAGE>

      THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.


                                       [NAME OF BORROWER]



                                       By ____________________________________
                                          Name:_______________________________
                                          Title:______________________________




                                     B-3-2
<PAGE>

                                   EXHIBIT B-4

                                 SWINGLINE NOTE


_______________                                          ___________, _________
                                                            __________ __, ____

      FOR VALUE RECEIVED, _______________, a corporation organized and existing
under the laws of ___________ (the "COMPANY"), hereby promises to pay to
_______________ or its registered assigns (the "BANK"), in lawful money of the
United States of America in immediately available funds, at the office of
______________________________, on the Final Maturity Date (as defined in the
Agreement referred to below) the unpaid principal amount of all Swingline Loans
(as defined in the Agreement) made by the Bank to the Company pursuant to the
Agreement.

      The Company promises also to pay interest on the unpaid principal amount
hereof in like money at said office from the date hereof until paid at the rates
and at the times provided in Section 1.09 of the Agreement.

      This Note is one of the Swingline Notes referred to in the Global
Revolving Credit Agreement (364-Day), dated as of March 23, 2001, among Sealed
Air Corporation and certain of its subsidiaries, as Borrowers, Sealed Air
Corporation and certain Domestic Subsidiaries, as Guarantors, the lenders party
thereto (including the Bank) and Bank of America, N.A., as Administrative Agent,
and Banc of America Securities LLC, as Lead Arranger and Book Manager (as from
time to time in effect, the "AGREEMENT") and is entitled to the benefits thereof
and the other Credit Documents (as defined in the Agreement). This Note is
entitled to the benefits of the Guaranty (as defined in the Agreement). As
provided in the Agreement, this Note is subject to voluntary prepayment and
mandatory repayment, in whole or in part, prior to the Swingline Expiry Date.

      In case an Event of Default (as defined in the Agreement) shall occur and
be continuing, the principal of and accrued interest on this Note may be
declared to be due and payable in the manner and with the effect provided in the
Agreement.

      The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.

      THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.

                                       _______________________________________


                                       By ____________________________________
                                          Name:_______________________________
                                          Title:______________________________



<PAGE>

                                    EXHIBIT C

                            LETTER OF CREDIT REQUEST


No. _______(1)____                                   Dated  _____________(2)____


Bank of America, N.A., Individually and as
  Administrative Agent under the Global
  Revolving Credit Agreement (364-Day)
  (the "CREDIT Agreement"), dated as of
  March 23, 2001, among Sealed Air
  Corporation and certain of its subsidiaries,
  as Borrowers, Sealed Air Corporation and
  certain Domestic Subsidiaries, as
  Guarantors, the lenders from time to time
  party thereto (the "BANKS"), Bank of
  America, N.A., as Administrative Agent,
  and Banc of America Securities LLC, as
  Lead Arranger and Book Manager

101 North Tryon Street, Charlotte,
NC 28255
Attention:  Agency Services

Dear Sirs:

      We hereby request that Bank of America, N.A., in its individual capacity,
issue a standby Letter of Credit for the account of the undersigned on
__________(3)____ (the "DATE OF ISSUANCE") in the aggregate stated amount of
_____________(4)_____

      For purposes of this Letter of Credit Request, unless otherwise defined
herein, all capitalized terms used herein which are defined in the Credit
Agreement shall have the respective meaning provided therein.



----------
(1)   Letter of Credit Request Number.

(2)   Date of Letter of Credit Request.

(3)   Date of Issuance which shall be at least five Business Days from the date
      hereof and prior to the date 30 days prior to the Final Maturity Date.

(4)   Aggregate initial stated amount of Letter of Credit, which amount shall
      not be less than $250,000.


<PAGE>

      The beneficiary of the requested Letter of Credit will be ________(5)___,
and such Letter of Credit will be in support of __________(6)____ and will have
a stated expiration date of ____________(7)____.

      We hereby certify that:

            (1) The representations and warranties contained in the Credit
      Agreement (other than Section 6.05) and the other Credit Documents will be
      true and correct in all material respects, both before and after giving
      effect to the issuance of the Letter of Credit requested hereby, as though
      made on the Date of Issuance (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 as of such
      specified date).

            (2) No Default has occurred and is continuing nor, after giving
      effect to the issuance of the Letter of Credit requested hereby, would
      such a Default occur.

      Copies of all documentation with respect to the supported transaction are
attached hereto.


                                       SEALED AIR CORPORATION



                                       By _____________________________________
                                          Title:_______________________________



----------
(5)   Insert name and address of beneficiary.

(6)   Insert description of obligation to be supported by the requested Letter
      of Credit.

(7)   Insert last date upon which drafts may be presented which may not be later
      than the fifth Business Day prior to the Final Maturity Date.


                                      C-2
<PAGE>

                                    EXHIBIT D

                         SECTION 4.04(b)(ii) CERTIFICATE


      Reference is hereby made to the Global Revolving Credit Agreement
(364-Day) dated as of March 23, 2001 (the "CREDIT AGREEMENT"), among Sealed Air
Corporation and certain of its subsidiaries, as Borrowers, Sealed Air
Corporation and certain Domestic Subsidiaries, as Guarantors, the lenders from
time to time party thereto (the "BANKS"), Bank of America, N.A., as
Administrative Agent, and Banc of America Securities LLC, as Lead Arranger and
Book Manager. Pursuant to the provisions of Section 4.04(b)(ii) of the Credit
Agreement, the undersigned hereby certifies that it is not a "bank" as such term
is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as
amended.


                                       [NAME OF BANK]



                                       By: ___________________________________
                                           Name:______________________________
                                           Title:_____________________________

Date:




<PAGE>

                                   EXHIBIT E-1
                                 March 23, 2001



To the Banks and the Agent
  Referred to Below
c/o Bank of America, N.A.
101 North Tryon Street
Charlotte, NC  28255

Ladies and Gentlemen:

      We have acted as special New York counsel to Sealed Air Corporation, a
Delaware corporation (the "Company"), in connection with the Credit Agreement
dated as of March 23, 2001 (the "Credit Agreement") among the Company, certain
of its subsidiaries, the lenders listed on the signature pages thereof (the
"Lenders"), Bank of America, N.A., as Administrative Agent (the "Agent"), and
Banc of America Securities LLC, as Lead Arranger and Book Manager. Capitalized
terms used but not otherwise defined herein shall have the meanings set forth in
the Credit Agreement. This opinion is furnished to you, at the request of the
Company, pursuant to Section 5.01(b)(i) of the Credit Agreement.

      We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as we have deemed necessary or advisable for purposes of this
opinion.

      On the basis of the foregoing, we are of the opinion that:

      1. The Credit Agreement (including the Guaranty) constitutes a valid and
binding agreement of, and is enforceable in accordance with its terms against,
the Company, each other Borrower that is a party thereto on the date hereof and
each Subsidiary Guarantor that is a party thereto on the date hereof (each such
entity being referred to as an "Obligor").

      2. Each Note executed and delivered today by any Borrower constitutes a
valid and binding obligation of such Borrower, enforceable in accordance with
its terms.

      3. The execution and delivery by each Obligor of the Credit Agreement
(and, where applicable, its Notes), and the performance by each Obligor of its
obligations thereunder, do not and will not contravene any provision of
applicable New York or U.S. Federal law.

      The foregoing opinions are subject to the following limitations,
qualifications, exceptions and assumptions:

            (A) We express no opinion as to the effect (if any) of any law of
      any jurisdiction (other U.S. Federal law and the laws of the State of New
      York) in which any

<PAGE>

      Lender is located which may limit the rate of interest that such Lender
      may charge or collect.

            (B) Our opinions are subject to the effects of applicable
      bankruptcy, insolvency and similar laws affecting creditors' rights
      generally and equitable principles of general applicability.

            (C) We express no opinion as to: (i) whether a federal or state
      court outside of the State of New York would give effect to the choice of
      New York law provided for in the Credit Agreement; (ii) provisions of the
      Credit Agreement that relate to the subject matter jurisdiction of the
      federal courts to adjudicate any controversy related to the Credit
      Agreement or the transactions contemplated thereby; or (iii) any waiver of
      the defense of inconvenient forum (other than with respect to venue in New
      York State court) or of the right to a jury trial in any of the Credit
      Agreement.

            (D) We have assumed that: (i) all factual information contained in
      all documents reviewed by us is true and correct; (ii) all signatures on
      all documents reviewed by us are genuine; (iii) all documents submitted to
      us as originals are true and complete; (iv) all documents submitted as
      copies are true and complete copies of the originals thereof; (v) each
      Obligor is validly existing and, to the extent applicable, in good
      standing under the laws of its jurisdiction of organization, (vi) the
      execution and delivery by each Obligor of the Credit Agreement and, where
      applicable, its Notes, and the performance by each Obligor of all of its
      obligations thereunder, are within its corporate powers, have been duly
      authorized by all necessary corporate action on the part of such Obligor
      and do not contravene the articles or certificate of incorporation or
      bylaws or other constitutive documents of such Obligor. We have further
      assumed that each Obligor has duly executed and delivered the Credit
      Agreement and, where applicable, its Notes.

      In rendering our opinions above, we have relied as to factual matters on
such certificates of the Company's officers or of governmental officials as we
have deemed relevant or necessary for such opinions.

      We are members of the Bar of the State of New York and our opinion is
limited to the laws of the State of New York, the general corporation law of the
State of Delaware and the Federal laws of the United States at the date hereof.

      This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent, except that it may be relied upon by any assignee that becomes a Bank
pursuant to Section 13.04(b) of the Credit Agreement as though addressed to it.

                                Very truly yours,



                                      E-1-2
<PAGE>

                                   EXHIBIT E-2


                                                            March 23, 2001


To the Administrative Agent and each of the Banks
party to the Credit Agreement referred to below




      Re:   Global Revolving Credit Agreement (364-Day) dated as of March 23,
            2001 ("CREDIT AGREEMENT") among Sealed Air Corporation (the
            "COMPANY"), Cryovac, Inc., a Delaware corporation and a wholly owned
            subsidiary of the Company ("CRYOVAC"), Sealed Air Corporation (US),
            a Delaware corporation and a wholly owned subsidiary of the Company
            ("SEALED AIR (US)") and the additional Subsidiaries of the Company
            that are parties thereto, Bank of America, N.A., as Administrative
            Agent, and the Banks party thereto

Ladies and Gentlemen:

      As General Counsel and Secretary of the Company, I have been requested to
render my opinion in connection with the Credit Agreement. I am rendering this
opinion pursuant to Section 5.01(b)(ii) of the Credit Agreement. Capitalized
terms used but not defined in this opinion shall have the meanings ascribed
thereto in the Credit Agreement.

      I have examined originals, or copies identified to my satisfaction, of
such corporate records of the Company, Cryovac and Sealed Air (US), certificates
of public officials and of officers of the Company, Cryovac and Sealed Air (US)
and such other documents as I have deemed necessary to furnish a basis for the
opinions expressed below.

      Based on the foregoing, and subject to the qualifications set forth
herein, I am of the opinion that:

             1. The Company has been duly incorporated and organized and is
      validly existing and in good standing as a corporation under the laws of
      the State of Delaware, and has the corporate power and authority under
      such laws to execute and deliver the Credit Agreement and perform its
      obligations as a Borrower and Guarantor under the Credit Agreement.
      Neither the execution nor delivery by the Company of the Credit Agreement,
      nor performance by the Company of its obligations thereunder thereby
      contravenes the certificate of incorporation or by-laws, each as amended
      to the date hereof, of the Company. The Credit Agreement has been duly
      authorized by all necessary corporate action on the part of the Company
      and has been duly executed and delivered by the Company.

<PAGE>

             2. Cryovac has been duly incorporated and organized and is validly
      existing and in good standing as a corporation under the laws of the State
      of Delaware, and has the corporate power and authority under such laws to
      execute and deliver the Credit Agreement and perform its obligations as a
      Borrower and Guarantor under the Credit Agreement. Neither the execution
      nor delivery by Cryovac of the Credit Agreement, nor performance by
      Cryovac of its obligations thereunder contravenes the certificate of
      incorporation or by-laws, each as amended to the date hereof, of Cryovac.
      The Credit Agreement has been duly authorized by all necessary corporate
      action on the part of Cryovac and has been duly executed and delivered by
      Cryovac.

             3. Sealed Air (US) has been duly incorporated and organized and is
      validly existing and in good standing as a corporation under the laws of
      the State of Delaware, and has the corporate power and authority under
      such laws to execute and deliver the Credit Agreement and perform its
      obligations as a Borrower and Guarantor under the Credit Agreement.
      Neither the execution nor delivery by Sealed Air (US) of the Credit
      Agreement, nor performance by Sealed Air (US) of its obligations
      thereunder contravenes the certificate of incorporation or by-laws, each
      as amended to the date hereof, of Sealed Air (US). The Credit Agreement
      has been duly authorized by all necessary corporate action on the part of
      Sealed Air (US) and has been duly executed and delivered by Sealed Air
      (US).

             4. No consent or authorization of, filing with, notice to or other
      similar act by or in respect of any New York, Delaware or United States
      federal governmental or regulatory authority or agency is required to be
      obtained or made by or on behalf of the Company, Sealed Air (US) or
      Cryovac as a condition to (i) the execution, delivery or performance of
      the Credit Agreement or (ii) the legality, validity, binding effect or
      enforceability of the Credit Agreement, except for such consents,
      approvals, authorizations or other actions as have been obtained or
      performed.

             5. Neither the execution nor the delivery by the Company, Sealed
      Air (US) or Cryovac of the Credit Agreement, nor the performance by the
      Company, Sealed Air (US) or Cryovac of their respective obligations
      thereunder, to the best of my knowledge, (i) results in the breach of any
      of the terms, covenants, conditions or provisions of, or constitutes a
      default under, or results in the creation or imposition of (or the
      obligation to create or impose) any Lien upon any of the properties or
      assets of the Company, Sealed Air (US) or Cryovac pursuant to the terms of
      any material indenture, loan agreement or other agreement or instrument
      under which the Company, Sealed Air (US) or Cryovac or any of their
      respective properties or assets are bound; or (ii) violates any order,
      award, judgment, determination, writ, injunction or decree applicable to
      the Company, Sealed Air (US) or Cryovac.

             6. Except as set forth in the Annual Report on Form 10-K filed by
      the Company for the year ended December 31, 1999 or otherwise disclosed to
      the Banks, the Administrative Agent or counsel retained by the
      Administrative Agent in connection with the transactions contemplated by
      the Credit Agreement, to the best of my knowledge after due inquiry, there
      is no action, suit, proceeding or investigation at law or in equity before


                                     E-2-2
<PAGE>

      or by any court or public body pending or threatened against or affecting
      the Company, Sealed Air (US) or Cryovac or any of their respective assets
      and properties which, if adversely determined, could result in any
      material adverse change in the properties, business, operations or
      financial condition of the Company and its Subsidiaries, taken as a whole.

      I am qualified to practice law in the State of New Jersey. Accordingly, I
express no opinion as to any laws other than the laws of the State of New
Jersey, the General Corporation law of the State of Delaware and the federal
laws of the United States.

      This opinion is limited to the specific issues addressed herein and is
limited in all respects to laws and interpretations thereof and other matters
existing on the date hereof. I do not undertake to update this opinion for
changes in such laws, interpretations or matters. This opinion is furnished
solely for your benefit, and the benefit of your successors and permitted
assignees with respect to your rights under the Credit Agreement, is not to be
relied upon for any other purpose and may not be made available to any other
person, firm or entity (other than such a permitted assignee or prospective
permitted assignee) without my express prior written consent, except as may be
required by law or in response to any judicial or regulatory requirement, order
or decree.

                                Very truly yours,


                                H. Katherine White
                                General Counsel and Secretary




                                      E-2-3
<PAGE>

                                   EXHIBIT F-1

                             SECRETARY'S CERTIFICATE


      I, the undersigned _________ Secretary of [Name of Borrower], a
corporation organized and existing under the laws of (the "COMPANY"), do hereby
certify in my capacity as __________ Secretary of the Company and on behalf of
the Company that:

             1. This Certificate is furnished pursuant to Section 5.01(c) of the
      Global Revolving Credit Agreement (364-Day), dated as of March 23, 2001
      among Sealed Air Corporation and certain of its subsidiaries, as
      Borrowers, Sealed Air Corporation and certain Domestic Subsidiaries, as
      Guarantors, the lenders from time to time party thereto (the "BANKS"),
      Bank of America, N.A., as Administrative Agent, and Banc of America
      Securities LLC, as Lead Arranger and Book Manager (such Credit Agreement,
      as in effect on the date of this Certificate, being herein called the
      "CREDIT AGREEMENT"). Unless otherwise defined herein, capitalized terms
      used in this Certificate shall have the meanings set forth in the Credit
      Agreement.

             2. The persons named below have been duly elected, have duly
      qualified as and at all times since _______________(1) (to and including
      the date hereof) have been officers of the Company, holding the respective
      offices of the Company set forth opposite their names and the signatures
      below set opposite their names are their genuine signatures or a facsimile
      thereof.

              NAME(2)                  OFFICE                  SIGNATURE

        -------------------      -------------------    ------------------------

        -------------------      -------------------    ------------------------

        -------------------      -------------------    ------------------------

            3. Attached hereto as Exhibit A is a copy of the [describe
      appropriate charter documents] of the Company as filed in the [describe
      appropriate filing office], together with all amendments thereto adopted
      through the date hereof.

            4. Attached hereto as Exhibit B is a true and correct copy of the
      By-Laws of the Company which were duly adopted, and are in full force and
      effect on the date hereof,


----------
(1)   Insert a date occurring before any action taken with regard to the Credit
      Documents.

(2)   Include name, office and signature of each officer who will sign any
      Credit Document, including the officer who will sign the certification at
      the end of this Certificate.


<PAGE>

      and have been in effect since ___________, _____, together with all
      amendments thereto adopted though the date hereof.(3)

            5. Attached hereto as Exhibit C is a true and correct copy of
      resolutions which were duly adopted on _______________, ______ [by
      unanimous written consent of the Board of Directors of the Company] [at a
      meeting of the Board of Directors of the Company duly called and held, at
      which meeting a quorum of such Board was at all times present in person
      and acting throughout], and such resolutions have not been revoked,
      rescinded, amended or modified. Except as attached hereto as Exhibit C, no
      resolutions have been adopted by the Board of Directors of the Company
      which deal with the execution, delivery or performance of the Credit
      Documents.

      IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of
      __________, _____.



                                       By ____________________________________
                                          Name:_______________________________
                                          Title:______________________________


----------
(3)   Insert same date as in paragraph 2.



                                     F-1-2
<PAGE>

                                   EXHIBIT F-2

                              OFFICER'S CERTIFICATE


      I, the undersigned [title] of [Name of Borrower], a corporation organized
and existing under the laws of ___________________ (the "COMPANY"), do hereby
certify in my capacity as [title] of the Company and on behalf of the Company
that:

             1. This Certificate is furnished pursuant to Section 5.01(c) of the
      Global Revolving Credit Agreement (364-Day), dated as of March 23, 2001
      among Sealed Air Corporation and certain of its subsidiaries, as
      Borrowers, Sealed Air Corporation and certain Domestic Subsidiaries, as
      Guarantors, the lenders from time to time party thereto (the "BANKS"),
      Bank of America, N.A., as Administrative Agent, and Banc of America
      Securities LLC, as Lead Arranger and Book Manager (such Credit Agreement,
      as in effect on the date of this Certificate, being herein called the
      "CREDIT AGREEMENT"). Unless otherwise defined herein, capitalized terms
      used in this Certificate shall have the meanings set forth in the Credit
      Agreement.

            2. On the date hereof to the extent they relate to the Company, all
      of the conditions in Sections 5.01(a) and (d) [and (e)]* of the Credit
      Agreement and Section 5.02(a) of the Credit Agreement have been satisfied.

            3. The financial projections (the "PROJECTIONS") contained in that
      certain Confidential Information Memorandum dated March 2001 distributed
      to the Banks in connection with the Credit Agreement were based on good
      faith estimates and assumptions made by the management of the Company and
      its Subsidiaries as of the date such Confidential Information Memorandum
      was distributed to the Banks. On and as of the Effective Date, nothing has
      come to the attention of such management since the date of such
      Confidential Information Memorandum which would lead such management to
      believe that the Projections were not, on the date such Confidential
      Memorandum was distributed to the Banks, reasonable and attainable in all
      material respects, it being understood, however, that no attempt has been
      made to update the projections and projections as to future events are not
      to be viewed as facts and that the actual results during the period or
      periods covered by the Projections probably will differ from the projected
      results and that the differences may be material.*

      IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of
__________, _____.


                                       _______________________________________

                                       By ____________________________________
                                          Name:_______________________________


----------
*     Insert only in the Certificate of Sealed Air Corporation.




<PAGE>

                                    EXHIBIT G

                       ASSIGNMENT AND ASSUMPTION AGREEMENT


                                                     Date:  ____________, ______

      Reference is made to the Global Revolving Credit Agreement (364-Day)
described in Item 2 of Annex I hereto (as such Credit Agreement may hereafter be
amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"). Unless defined in Annex I hereto, terms defined in the Credit
Agreement are used herein as therein defined. ___________________ (the
"ASSIGNOR") and __________________ (the "ASSIGNEE") hereby agree as follows:

             1. The Assignor hereby sells and assigns to the Assignee without
      recourse and without representation or warranty (other than as expressly
      provided herein), and the Assignee hereby purchases and assumes from the
      Assignor, that interest in and to all of the Assignor's rights and
      obligations under the Credit Agreement as of the date hereof which
      represents the percentage interest specified in Item 4 of Annex I hereto
      (the "ASSIGNED SHARE") of all of the outstanding rights and obligations
      under the Credit Agreement relating to the facilities listed in Item 4 of
      Annex I hereto, including, without limitation, all rights and obligations
      with respect to the Assigned Share of the Revolving Loans, Swingline Loans
      and Letters of Credit.

             2. The Assignor (i) represents and warrants that it is the legal
      and beneficial owner of the interest being assigned by it hereunder and
      that such interest is free and clear of any adverse claim; (ii) makes no
      representation or warranty and assumes no responsibility with respect to
      any statements, warranties or representations made in or in connection
      with the Credit Agreement or the other Credit Documents or the execution,
      legality, validity, enforceability, genuineness, sufficiency or value of
      the Credit Agreement or the other Credit Documents or any other instrument
      or document furnished pursuant thereto; and (iii) makes no representation
      or warranty and assumes no responsibility with respect to the financial
      condition of the Company and its Subsidiaries or the performance or
      observance by the Company and its Subsidiaries of any of their obligations
      under the Credit Agreement or the other Credit Documents to which they are
      a party or any other instrument or document furnished pursuant thereto.

             3. The Assignee (i) confirms that it has received a copy of the
      Credit Agreement and the other Credit Documents, together with copies of
      the financial statements referred to therein and such other documents and
      information as it has deemed appropriate to make its own credit analysis
      and decision to enter into this Assignment and Assumption Agreement; (ii)
      agrees that it will, independently and without reliance upon the
      Administrative Agent, the Assignor or any other Bank and based on such
      documents and information as it shall deem appropriate at the time,
      continue to make its own credit decisions in taking or not taking action
      under the Credit Agreement; (iii) confirms that it is an Eligible
      Transferee under Section 13.04(b) of the Credit Agreement; (iv) appoints
      and authorizes the Administrative Agent to take such action as agent on
      its behalf and to

<PAGE>

      exercise such powers under the Credit Agreement and the other Credit
      Documents as are delegated to the Administrative Agent, by the terms
      thereof, together with such powers as are reasonably incidental thereto;
      [and] (v) agrees that it will perform in accordance with their terms all
      of the obligations which by the terms of the Credit Agreement are required
      to be performed by it as a Bank[; and (vi) attaches the forms described in
      Section 13.04(b) of the Credit Agreement]1

             4. Following the execution of this Assignment and Assumption
      Agreement by the Assignor and the Assignee, an executed original hereof
      (together with all attachments) will be delivered to the Administrative
      Agent. The effective date of this Assignment and Assumption Agreement
      shall be the date of execution hereof by the Assignor and the Assignee,
      the receipt of the consent of the Administrative Agent and the Company to
      the extent required by Section 13.04(b) of the Credit Agreement, the
      receipt by the Administrative Agent of the administrative fee referred to
      in such Section 13.04(b) and the recordation of the assignment effected
      hereby on the Register by the Administrative Agent as provided in Section
      13.16 of the Credit Agreement, or such later date, if any, which may be
      specified in Item 5 of Annex I hereto (the "SETTLEMENT DATE").

             5. Upon the delivery of a fully executed original hereof to the
      Administrative Agent, as of the Settlement Date, (i) the Assignee shall be
      a party to the Credit Agreement and, to the extent provided in this
      Assignment and Assumption Agreement, have the rights and obligations of a
      Bank thereunder and under the other Credit Documents and (ii) the Assignor
      shall, to the extent provided in this Assignment and Assumption Agreement,
      relinquish its rights and be released from its obligations under the
      Credit Agreement and the other Credit Documents.

             6. It is agreed that the Assignee shall be entitled to (w) all
      interest on the Assigned Share of the Loans at the rates specified in Item
      6 of Annex I; (x) all Facility Fee on the Assigned Share of the Total
      Revolving Loan Commitment at the rate specified in Item 7 of Annex I
      hereto; [and] (y) all Letter of Credit Fees on the Assignee's
      participation in all Letters of Credit at the rate specified in Item 8 of
      Annex I hereto, which, in each case, accrue on and after the Settlement
      Date, such interest and Facility Fee and Letter of Credit Fees, to be paid
      by the Administrative Agent directly to the Assignee. It is further agreed
      that all payments of principal made on the Assigned Share of the Loans
      which occur on and after the Settlement Date will be paid directly by the
      Administrative Agent to the Assignee. Upon the Settlement Date, the
      Assignee shall pay to the Assignor an amount specified by the Assignor in
      writing which represents the Assigned Share of the principal amount of the
      respective Loans made by the Assignor pursuant to the Credit Agreement
      which are outstanding on the Settlement Date and which are being assigned
      hereunder. The Assignor and the Assignee shall make all appropriate
      adjustments in payments under the Credit Agreement for periods prior to
      the Settlement Date directly between themselves.



----------
(1)   Include if the Assignee is organized under the laws of a jurisdiction
      outside of the United States.


                                      G-2
<PAGE>

             7. THIS ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY,
      AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



                                      G-3
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Assignment and Assumption Agreement, as of
the date first above written, such execution also being made on Annex I hereto.

Accepted this _____ day of ____________, ____


                                       [NAME OF ASSIGNOR]
                                          as Assignor


                                       By ____________________________________
                                          Title:______________________________


                                       [NAME OF ASSIGNEE]
                                          as Assignee


                                       By ____________________________________
                                          Title:______________________________


[Consented to as of ____________, ____:

BANK OF AMERICA, N.A., as Administrative Agent


By _________________________________
   Title:___________________________


Consented to as of ____________, ____:

SEALED AIR CORPORATION


By _________________________________
   Title____________________________(2)



----------
(2)   The consents of the Administrative Agent and the Company are required for
      assignments except those solely pursuant to Section 13.04(b)(x) of the
      Credit Agreement.



                                      G-4
<PAGE>

                                     ANNEX I
                  ANNEX FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

1.    Borrower(s):            Sealed Air Corporation
                              Sealed Air Corporation (US)
                              Cryovac, Inc.
                              [Names of each Subsidiary Borrower designated and
                              accepted after the Effective Date]

2.    Name and Date of Credit Agreement:

      Global Revolving Credit Agreement (364-Day), dated as of March 23, 2001,
among Sealed Air Corporation and certain of its subsidiaries, as Borrowers,
Sealed Air Corporation and certain Domestic Subsidiaries, as Guarantors, the
lenders from time to time party thereto (the "BANKS"), Bank of America, N.A., as
Administrative Agent for such Banks, and Banc of America Securities LLC, as Lead
Arranger and Book Manager, as amended to the date hereof.

3.    Date of Assignment Agreement:

4.    Amounts (as of date of item #3 above):


                                                 REVOLVING LOAN COMMITMENT

a. Aggregate Amount for all Banks                    $_______________

b.  Assigned Share(3)                                ______________%

c.  Amount of Assigned Share

5.    Settlement Date:

6.    Rate of Interest
      to the Assignee:        As set forth in Section 1.09 of the Credit
                              Agreement (unless otherwise agreed to by the
                              Assignor and the Assignee)(4)


----------
(3)   Percentage taken to 12 decimal places.

(4)   Sealed Air Corporation and the Administrative Agent shall direct the
      entire amount of the interest to the Assignee at the rate set forth in
      Section 1.09 of the Credit Agreement, with the Assignor and Assignee
      effecting the agreed upon sharing of the interest through payments by the
      Assignee to the Assignor.

<PAGE>

7.    Facility Fee to
      the Assignee:           As set forth in Section 3.01(a) of the Credit
                              Agreement (unless otherwise agreed to by the
                              Assignor and the Assignee)(5)

8.    Letter of Credit
      Fees to the Assignee:   As set forth in Section 3.01(b) of the Credit
                              Agreement (unless otherwise agreed to by the
                              Assignor and the Assignee)(6)

[9.] [10.]  Notice:

         ASSIGNOR:


               ____________________________________
               ____________________________________
               ____________________________________
               ____________________________________
               Attention:
               Telephone:
               Telecopier:
               Reference:

         ASSIGNEE:

               ____________________________________
               ____________________________________
               ____________________________________
               ____________________________________
               Attention:
               Telephone:
               Telecopier:
               Reference:



----------
(5)   Sealed Air Corporation and the Administrative Agent shall direct the
      entire amount of the Facility Fee to the Assignee at the rate set forth in
      Section 3.01(a) of the Credit Agreement, with the Assignor and the
      Assignee effecting the agreed upon sharing of Facility Fee through payment
      by the Assignee to the Assignor.

(6)   Sealed Air Corporation and the Administrative Agent shall direct the
      entire amount of the Letter of Credit Fees to the Assignee at the rate set
      forth in Section 3.01(b) of the Credit Agreement, with the Assignor and
      the Assignee effecting the agreed upon sharing of Letter of Credit Fees
      through payment by the Assignee to the Assignor.


                                      -2-
<PAGE>

      Payment Instructions:

         ASSIGNOR:

               ____________________________________
               ____________________________________
               ____________________________________
               ____________________________________
               Attention:
               Reference:

         ASSIGNOR:

               ____________________________________
               ____________________________________
               ____________________________________
               ____________________________________
               Attention:
               Reference:


Accepted and Agreed:

   [NAME OF ASSIGNEE]                     [NAME OF ASSIGNOR]



By _________________________________   By ____________________________________
   Title____________________________      Title_______________________________



                                      -3-
<PAGE>

                                    EXHIBIT H

                    ELECTION TO BECOME A SUBSIDIARY BORROWER


Bank of America, N.A., as Administrative Agent
101 North Tryon Street
Charlotte, NC 28255
Attention:  Agency Services

Gentlemen:

      The undersigned, [name of Subsidiary Borrower], a _________________
corporation, refers to the Global Revolving Credit Agreement (364-Day), dated as
of March 23, 2001 (the "CREDIT AGREEMENT"), among Sealed Air Corporation and
certain of its subsidiaries, as Borrowers, Sealed Air Corporation and certain
Domestic Subsidiaries, as Guarantors, the lenders from time to time party
thereto (the "BANKS"), you, as Administrative Agent, and Banc of America
Securities LLC, as Lead Arranger and Book Manager. All capitalized terms used
herein and not otherwise defined herein shall have the meaning set forth in the
Credit Agreement.

      The undersigned, desiring to incur Revolving Loans or Local Currency Loans
under the Credit Agreement, hereby elects, as required by Section 5.03 of the
Credit Agreement, to become a Subsidiary Borrower for purposes of the Credit
Agreement, effective from the date hereof. The undersigned confirms that the
representations and warranties set forth in Section 6 (other than Section 6.05)
of the Credit Agreement are true and correct as to the undersigned and its
Subsidiaries as of 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), and the undersigned hereby agrees to comply with all the
obligations of a Borrower under, and to be bound in all respects by the terms
of, the Credit Agreement as if the undersigned were an original signatory
thereto. The undersigned, simultaneously with its execution hereof, is
delivering the appropriate Revolving Note and, if applicable, the Local Currency
Note to the Administrative Agent for the account of each of the Banks in
accordance with the terms of the Credit Agreement (but only in any case where a
Bank has requested that such Notes be delivered to it). All notices and other
communications to the undersigned provided for under the Credit Agreement may be
sent to it in care of the Company at the address for notices from time to time
in effect pursuant to Section 13.03 of the Credit Agreement.

                                       Very truly yours,

                                       [NAME OF SUBSIDIARY BORROWER]

                                       By ____________________________________
                                          Title:______________________________

                                       Address for Notices:

                                             _________________________________
                                             _________________________________



<PAGE>



Acknowledged and Agreed:

SEALED AIR CORPORATION



By _________________________________
   Title:___________________________


BANK OF AMERICA, N.A.,
   as Administrative Agent



By _________________________________
   Title:___________________________




                                      H-2
<PAGE>

                                    EXHIBIT I

                         FORM OF LOCAL CURRENCY ADDENDUM

                         Dated _________________, _____


      Reference is made to the Global Revolving Credit Agreement (364-Day) dated
as of March 23, 2001 (as amended, supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT") among Sealed Air Corporation and certain of its
subsidiaries, as Borrowers, Sealed Air Corporation and certain Domestic
Subsidiaries, as Guarantors, the lenders from time to time party thereto (the
"BANKS"), Bank of America, N.A., as Administrative Agent, and Banc of America
Securities LLC, as Lead Arranger and Book Manager. Terms defined in the Credit
Agreement, unless otherwise defined herein, are used herein with the same
meaning.


                                   WITNESSETH:

      WHEREAS, the Company wishes to have, subject to the terms and conditions
contained herein and in the Credit Documents, __________________ (the "LENDER")
make available a Local Currency Commitment to the [Company] [following
Subsidiary Borrower: _________] and the Lender is willing to so make available
such a Local Currency Commitment.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein
and in the Credit Documents and other good and valuable consideration, it is
hereby agreed between the parties as follows:

            1. The Lender consents to the conversion of a portion of Lender's
      Revolving Loan Commitment equal to the amount specified in Item 1 of
      Schedule I hereto. The Commitment being created hereunder shall, upon the
      effectiveness of this Agreement, be recharacterized as a Local Currency
      Commitment.

            2. The conditions to the effectiveness of this Agreement, the amount
      of the Local Currency Commitment being made available hereunder, the
      interest rate (including the Applicable Margin) which will accrue on Local
      Currency Loans made available pursuant hereto, the maturity of such Loans,
      the borrowing mechanics relating to such Loans, the country in which such
      Loans may be borrowed and the currency in which such Loans shall be
      denominated shall be as set forth in Schedule I hereto. Except to the
      extent expressly inconsistent with the terms set forth herein or in
      Schedule I hereto, the Local Currency Commitment and Local Currency Loans
      being made available hereunder shall be governed by the terms of the
      Credit Documents.

            3. Following the execution of this Agreement by the Lender, the
      Company and, if the applicable Borrower is not the Company, such
      applicable Borrower, it will be delivered to the Administrative Agent for
      recording by the Administrative Agent. The effective date for this
      Agreement (the "EFFECTIVE DATE") shall be the date specified in Item 14 of
      Schedule I hereto unless the Lender provides written notice which is
      received

<PAGE>

      by the Administrative Agent prior to such date that the conditions set
      forth in Item 15 of Schedule I hereto have not been met.

            4. Upon such recording by the Administrative Agent, as of the
      Effective Date, the Lender shall have a Local Currency Commitment as
      provided in Section 1.01(d)(i) of the Credit Agreement and the rights and
      obligations of a Bank related thereto (except as otherwise expressly
      specified in this Agreement or the Credit Agreement). Accordingly as set
      forth in Section 1.01(d)(i) of the Credit Agreement, the Lender's
      Revolving Loan Commitment shall be automatically reduced by the amount of
      the Local Currency Commitment being made available hereunder and such
      Revolving Loan Commitment shall be automatically reinstated to the extent
      provided in Section 1.01(d)(i) of the Credit Agreement when such Local
      Currency Commitment expires or is terminated, unless at the time of such
      expiration or termination the Revolving Loan Commitments of all Banks
      shall have terminated.

            5. Lender hereby agrees with the Administrative Agent that to the
      extent the Administrative Agent benefits from any indemnities or other
      obligations of the Banks in its favor, Lender's obligation shall be
      calculated as if the Local Currency Commitment and Local Currency Loans
      being provided by it hereunder were a Revolving Loan Commitment and
      Revolving Loans, respectively.

            6. This Agreement shall be governed by, and construed in accordance
      with, the laws of the State of New York.

            7. This Agreement 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 Agreement by facsimile
      shall be effective as delivery of a manually executed counterpart of this
      Agreement.

            8. The Company hereby confirms and agrees that the Local Currency
      Commitment and Local Currency Loans being provided pursuant to the terms
      hereof shall be treated as Commitments and Eurocurrency Loans,
      respectively, entitled to the benefits of Section 1.11, Section 1.12 and
      Section 4.04 except that all determinations and calculations made by the
      Administrative Agent under such Sections shall be made by the Lender and
      references to the Eurocurrency Rate in such Sections shall be deemed to be
      references to the rate specifies in Item 8 of Schedule I.

            9. The Company hereby confirms and agrees that its guaranty
      contained in the Credit Agreement remains in full force and effect and
      that any and all Local Currency Loans provided by the Lender pursuant
      hereto are entitled to the benefit of such guaranty.*


----------
*     Omit if the Company is the Borrower entitled to borrow under the Local
      Currency Commitment being provided hereunder.


                                      I-2
<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized as of the date first above
written.


                                       [NAME OF LENDER ]


                                       By ____________________________________
                                          Name:_______________________________
                                          Title:______________________________


                                       [NAME OF BORROWER RECEIVING LOCAL
                                          CURRENCY COMMITMENT]


                                       By ____________________________________
                                          Name:_______________________________
                                          Title:______________________________


                                       SEALED AIR CORPORATION


                                       By ____________________________________
                                          Name:_______________________________
                                          Title:______________________________

Received for recordation this
____ day of ___________, _____

BANK OF AMERICA, N.A., as Administrative Agent

By ________________________________
   Name:___________________________
   Title:__________________________


                                      I-3
<PAGE>

                                   SCHEDULE I


      1. Amount of Local Currency Commitment: $_____________ (must be designated
in U.S. Dollars).

      2. Termination of Local Currency Commitment (check one):

      / /   Same termination provisions as are applicable to the Revolving Loan
            Commitments in the Credit Agreement.

      / /   The Local Currency Commitment being provided pursuant to the terms
            hereof shall terminate on __________, ____ unless earlier terminated
            as a result of an Event of Default.

      3. Country in which Local Currency Loans will be made available:
____________.

      4. Specify where and when proceeds of each Local Currency Loan will be
made available: ______________________________________________.

      5. Currency in which Local Currency Loans will be denominated:
___________.

      6. Amount of Lender's Revolving Loan Commitment after giving effect
hereto: $_____________ (must be designated in U.S. Dollars).

      7. Applicable interest rate index (check one):

      / /   Eurocurrency Rate calculated as if the Local Currency Loan were a
            Eurocurrency Loan in a Eurocurrency except that rate will be
            determined based upon rates offered by the Lender in the currency of
            the applicable Eurocurrency Loan instead of Bank of America.

      / /   Other (please specify, including whether interest is computed based
            upon a 360 day or 365/366 day year).
            ___________________________________.

      8. Applicable Margin for Local Currency Loans (check one)*:

      / /   Same as the Applicable Margin from time to time in effect for
            Eurocurrency Loans in the Credit Agreement.

      / /   Other (please specify). ___________________________________.


----------
*     The Lender and the Borrower should include the effect of reserves or
      similar costs which are applicable to the Local Currency Loans.


                                      I-4
<PAGE>


      9. Default interest rate applicable to Local Currency Loans (check one):

      / /   Same as the default rate applicable to Loans denominated in a
            Eurocurrency in the Credit Agreement except that the Lender shall
            make all such determinations and calculations.

      / /   Other (please specify). ___________________________________.

      10. Interest Periods applicable to Local Currency Loans (check one):

      / /   Same as applicable to Loans denominated in a Eurocurrency in the
            Credit Agreement.

      / /   Other (please specify). ___________________________________.

      11. Interest accrued on Local Currency Loans shall be payable (check one):

      / /   Same as applicable to Loans denominated in a Eurocurrency in the
            Credit Agreement.

      / /   Other (please specify). ___________________________________.

      12. Maturity of Local Currency Loans, which maturity may not be later than
the Final Maturity Date (check one):

      / /   Same as applicable to Loans denominated in a Eurocurrency in the
            Credit Agreement.

      / /   Other (please specify).___________________________________.

      13. Borrowing notices and mechanics (check one):

      / /   Same as set forth in Section 1.03 of the Credit Agreement relating
            to Eurocurrency Loans denominated in a Eurocurrency except (i) such
            notice shall be delivered to the Lender, (ii) references in such
            Section to the Administrative Agent shall be deemed references to
            the Lender and (iii) references to time in such Section shall be
            deemed references to local time.

      / /   Other (please specify). ___________________________________.

      14. Effective Date:** ________________, ______


----------
**    This date should be no earlier than five Business Days after the delivery
      of this Agreement to the Administrative Agent.


                                      I-5
<PAGE>


      15. Conditions to effectiveness:

           (i)    Election to Become a Subsidiary Borrower, if applicable.

           (ii)   Local Currency Note.

                  / /     Yes.

                  / /     Not required.

            (iii) To the extent that any documents, writings, records
instruments or consents would have been required by Section 5.01(c) of the
Credit Agreement if such Borrower had been subject thereto on the Effective Date
and such items have not heretofore been delivered, such items shall be delivered
to, and shall be satisfactory to, the Administrative Agent.

            (iv) No Default shall have occurred and be continuing.

            (iv) Legal opinion, if requested, in form and substance as
reasonably requested by the party requesting opinion.

            [(v) Lender to specify such other documents as it may require.]


                                      I-6
<PAGE>

                                    EXHIBIT J
           FORM OF LOCAL CURRENCY DESIGNATION AND ASSIGNMENT AGREEMENT

                         Dated _________________, _____


      Reference is made to the Global Revolving Credit Agreement (364-Day) dated
as of March 23, 2001 (as amended, supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT") among Sealed Air Corporation and certain of its
subsidiaries, as Borrowers, Sealed Air Corporation and certain Domestic
Subsidiaries, as Guarantors, the lenders from time to time party thereto (the
"BANKS"), Bank of America, N.A., as Administrative Agent, and Banc of America
Securities LLC, as Lead Arranger and Book Manager. Terms defined in the Credit
Agreement, unless otherwise defined herein, are used herein with the same
meaning.


                                   WITNESSETH:

      WHEREAS, the Company wishes to have, subject to the terms and conditions
contained herein and in the Credit Documents, __________________ (the
"DESIGNOR") make available a Local Currency Commitment through its Affiliate
________________________ (the "LOCAL AFFILIATE") to the [Company] [following
Subsidiary Borrower: ________] and the Designor and the Local Affiliate are
willing to so make available such a Local Currency Commitment.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein
and in the Credit Documents and other good and valuable consideration, it is
hereby agreed between the parties as follows:

            1. The Designor hereby assigns to the Local Affiliate, and the Local
      Affiliate hereby accepts such assignment of, a portion of Designor's
      Revolving Loan Commitment equal to the amount specified in Item 1 of
      Schedule I hereto. The Revolving Loan Commitment being assigned hereunder
      shall, upon the effectiveness of this Agreement, be recharacterized as a
      Local Currency Commitment.

            2. The conditions to the effectiveness of this Agreement, the amount
      of the Local Currency Commitment being made available hereunder, the
      interest rate (including the Applicable Margin) which will accrue on Local
      Currency Loans made available pursuant hereto, the maturity of such Loans,
      the borrowing mechanics relating to such Loans, the country in which such
      Loans may be borrowed and the currency in which such Loans shall be
      denominated shall be as set forth in Schedule I hereto. Except to the
      extent expressly inconsistent with the terms set forth herein or in
      Schedule I hereto, the Local Currency Commitment and Local Currency Loans
      being made available hereunder shall be governed by the terms of the
      Credit Documents.

            3. The Designor and the Administrative Agent make no representations
      or warranties and assume no responsibility with respect to (i) any
      statements, warranties or representations made in or in connection with
      the Credit Agreement or the execution, legality, validity, enforceability,
      genuineness, sufficiency or value of the Credit

<PAGE>

      Agreement or any other instrument or document furnished pursuant thereto
      and (ii) the financial condition of the Borrowers or the performance or
      observance by the Borrowers of any of their obligations under the Credit
      Agreement or any other instrument or document furnished pursuant thereto.

            4. The Local Affiliate (i) confirms that it has received a copy of
      the Credit Documents and such other documents and information as it has
      deemed appropriate to make its own credit analysis and decision to enter
      into this Agreement; (ii) agrees that it will, independently and without
      reliance upon the Administrative Agent, the Designor or any other Bank and
      based on such documents and information as it shall deem appropriate at
      the time, continue to make its own credit decisions in taking or not
      taking action under the Credit Agreement; (iii) confirms and agrees that
      pursuant to Section 1.01(d)(iv) of the Credit Agreement, with regard to
      any matters relating to calculating the Banks' Percentages or the Required
      Banks or the unanimous vote of the Banks, any Local Currency Commitment
      provided by the Local Affiliate and any Local Currency Loans provided by
      the Local Affiliate shall be deemed to be Local Currency Commitments and
      Local Currency Loans, as applicable, of Designor and therefore the Local
      Affiliate is not entitled to vote on any matters as a Bank under the
      Credit Documents; (iv) appoints and authorizes the Administrative Agent to
      take such action as agent on its behalf and to exercise such powers and
      discretion under the Credit Agreement as are delegated to the
      Administrative Agent by the terms thereof, together with such powers and
      discretion as are reasonably incidental thereto; and (v) agrees that it
      will promptly provide the Administrative Agent with a copy of any
      borrowing notice it receives.

            5. Following the execution of this Agreement by the Designor and the
      Local Affiliate, the Company and, if the applicable Borrower is not the
      Company, such applicable Borrower, it will be delivered to the
      Administrative Agent for recording by the Administrative Agent. The
      effective date for this Agreement (the "EFFECTIVE DATE") shall be the date
      specified in Item 14 of Schedule I hereto unless the Designor provides
      written notice which is received by the Administrative Agent prior to such
      date that the conditions set forth in Item 15 of Schedule I hereto have
      not been met.

            6. Upon such recording by the Administrative Agent, as of the
      Effective Date, the Local Affiliate shall be a party to the Credit
      Agreement as a Bank with an obligation to make Local Currency Loans as a
      Bank pursuant to Section 1.01(d)(i) of the Credit Agreement and the rights
      and obligations of a Bank related thereto (except as otherwise expressly
      specified in this Agreement or the Credit Agreement). Accordingly as set
      forth in Section 1.01(d)(i) of the Credit Agreement, the Designor's
      Revolving Credit Commitment shall be automatically reduced by the amount
      of the Local Currency Commitment being made available hereunder and such
      Revolving Credit Commitment shall be automatically reinstated to the
      extent provided in Section 1.01(d)(i) of the Credit Agreement when such
      Local Currency Commitment expires or is terminated, unless at the time of
      such expiration or termination the Revolving Loan Commitments of all Banks
      shall have terminated.


                                      J-2
<PAGE>

            7. Designor hereby agrees with the Administrative Agent that to the
      extent the Administrative Agent benefits from any indemnities or other
      obligations of the Banks in its favor, Designor's obligation shall be
      calculated as if the Local Currency Commitment and Local Currency Loans
      being provided by the Local Affiliate hereunder were being provided
      directly by Designor.

            8. The Local Affiliate hereby appoints Designor as its agent in
      administering the credit with full power and authority to act on behalf of
      the Local Affiliate with respect to the transactions relating hereto.
      Accordingly, the Local Affiliate confirms and agrees that the
      Administrative Agent, the other Banks and each Borrower may conclusively
      rely on any actions which Designor takes as also being taken on behalf of
      the Local Affiliate and any notices given to (other than borrowing notices
      given pursuant to Schedule I hereto), or received by, Designor shall be
      deemed to have been given to, or received by, the Local Affiliate.

            9. This Agreement shall be governed by, and construed in accordance
      with, the laws of the State of New York.

            10. This Agreement 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 Agreement by facsimile
      shall be effective as delivery of a manually executed counterpart of this
      Agreement.

            11. The Company hereby confirms and agrees that the Local Currency
      Commitment and Local Currency Loans being provided pursuant to the terms
      hereof shall be treated as Commitments and Eurocurrency Loans,
      respectively, entitled to the benefits of Section 1.11, Section 1.12 and
      Section 4.04 except that all determinations and calculations made by the
      Administrative Agent under such Sections shall be made by the Local
      Affiliate and references to the Eurocurrency Rate in such Sections shall
      be deemed to be references to the rate specifies in Item 7 of Schedule I.

            12. The Company hereby confirms and agrees that its guaranty
      contained in the Credit Agreement remains in full force and effect and
      that any and all Local Currency Loans provided by the Local Affiliate
      pursuant hereto are entitled to the benefit of such guaranty.*


----------
*     Omit if the Company is the Borrower entitled to borrow under the Local
      Currency Commitment being provided hereunder.



                                      J-3
<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized as of the date first above
written.


                                       [NAME OF DESIGNOR]


                                       By ____________________________________
                                          Name:_______________________________
                                          Title:______________________________


                                       [NAME OF LOCAL AFFILIATE]


                                       By ____________________________________
                                          Name:_______________________________
                                          Title:______________________________


                                       [NAME OF BORROWER RECEIVING LOCAL
                                          CURRENCY COMMITMENT]


                                       By ____________________________________
                                          Name:_______________________________
                                          Title:______________________________


                                       SEALED AIR CORPORATION


                                       By ____________________________________
                                          Name:_______________________________
                                          Title:______________________________

Received for recordation this
____ day of ___________, _____

BANK OF AMERICA, N.A., as Administrative Agent


By ________________________________
   Name:___________________________
   Title:__________________________



                                      J-4
<PAGE>

                                   SCHEDULE I


      1. Amount of Local Currency Commitment: $_____________ (must be designated
in Dollars).

      2. Termination of Local Currency Commitment (check one):

      / /   Same termination provisions as are applicable to the Revolving Loan
            Commitments in the Credit Agreement.

      / /   The Local Currency Commitment being provided pursuant to the terms
            hereof shall terminate on __________, ____ unless earlier terminated
            as a result of an Event of Default.

      3. Country in which Local Currency Loans will be made available:
____________.

      4. Specify where and when proceeds of each Local Currency Loan will be
made available:________________________________________.

      5. Currency in which Local Currency Loans will be denominated:
___________.

      6. Amount of Designor's Revolving Loan Commitment after giving effect
hereto: $_____________ (must be designated in Dollars).

      7. Applicable interest rate index (check one):

      / /   Eurocurrency Rate calculated as if the Local Currency Loan were a
            Eurocurrency Loan in a Eurocurrency except that rate will be
            determined based upon rates offered by the Local Affiliate in the
            currency of the applicable Eurocurrency Loan instead of Bank of
            America.

      / /   Other (please specify, including whether interest is computed based
            upon a 360 day or 365/366 day year)._____________________________.

      8. Applicable Margin for Local Currency Loans (check one)* :

      / /   Same as the Applicable Margin from time to time in effect for
            Eurocurrency Loans in the Credit Agreement.

      / /   Other (please specify). ___________________________________.


----------
*     The Local Affiliate and the Borrower should include the effect of reserves
      or similar costs which are applicable to the Local Currency Loans.


                                      J-5
<PAGE>


      9. Default interest rate applicable to Local Currency Loans (check one):

      / /   Same as the default rate applicable to Loans denominated in a
            Eurocurrency in the Credit Agreement except that the Local Affiliate
            shall make all such determinations and calculations.

      / /   Other (please specify). ___________________________________.

      10. Interest Periods applicable to Local Currency Loans (check one):

      / /   Same as applicable to Loans denominated in a Eurocurrency in the
            Credit Agreement.

      / /   Other (please specify). ___________________________________.

      11. Interest accrued on Local Currency Loans shall be payable (check one):

      / /   Same as applicable to Loans denominated in a Eurocurrency in the
            Credit Agreement.

      / /   Other (please specify). ___________________________________.

      12. Maturity of Local Currency Loans, which maturity may not be later than
the Final Maturity Date (check one):

      / /   Same as applicable to Loans denominated in a Eurocurrency in the
            Credit Agreement.

      / /   Other (please specify). ___________________________________.

      13. Borrowing notices and mechanics (check one):

      / /   Same as set forth in Section 1.03 of the Credit Agreement relating
            to Eurocurrency Loans denominated in a Eurocurrency except (i) such
            notice shall be delivered to the Local Affiliate, (ii) references in
            such Section to the Administrative Agent shall be deemed references
            to the Local Affiliate and (iii) references to time in such Section
            shall be deemed references to local time.

      / /   Other (please specify). ___________________________________.

      14. Effective Date:** ________________, ______


----------
**    This date should be no earlier than five Business Days after the delivery
      of this Agreement to the Administrative Agent.


                                      J-6
<PAGE>


      15. Conditions to effectiveness:

           (i)    Election to Become a Subsidiary Borrower, if applicable.

           (ii)   Local Currency Note.

                  / /     Yes.

                  / /     Not required.

            (iii) To the extent that any documents, writings, records
instruments or consents would have been required by Section 5.01(c) of the
Credit Agreement if such Borrower had been subject thereto on the Effective Date
and such items have not heretofore been delivered, such items shall be delivered
to, and shall be satisfactory to, the Administrative Agent.

            (iv) No Default shall have occurred and be continuing.

            (iv) Legal opinion, if requested, in form and substance as
reasonably requested by the party requesting opinion.

            [(v) Local Affiliate to specify such other documents as it may
require.]



                                      J-7
<PAGE>

                                    EXHIBIT K


                         SUBSIDIARY GUARANTEE AGREEMENT

                                                            ___________ __, ____


Bank of America, N.A., as
   Administrative Agent for the Banks
   party to the Global Revolving Credit
   Agreement (364-Day) dated as of
   March 23, 2001 among Sealed Air
   Corporation and certain of its
   subsidiaries, as Borrowers, Sealed
   Air Corporation and certain
   Domestic Subsidiaries, as
   Guarantors, the lenders from time to
   time party thereto (the "BANKS"),
   Bank of America, N.A., as
   Administrative Agent, and Banc of
   America Securities LLC, as Lead
   Arranger and Book Manager (the
   "CREDIT AGREEMENT")

Ladies and Gentlemen:

      Reference is made to the Credit Agreement described above. Terms not
defined herein which are defined in the Credit Agreement shall have for the
purposes hereof the meaning provided therein.

      The undersigned, [NAME OF SUBSIDIARY GUARANTOR], a [JURISDICTION OF
INCORPORATION] corporation, hereby acknowledges that it is a "GUARANTOR" for all
purposes of the Credit Agreement, effective from the date hereof. The
undersigned confirms that the representations and warranties set forth in
Section 6 (other than Section 6.05) of the Credit Agreement are true and correct
as to the undersigned as of 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).

      Without limiting the generality of the foregoing, the undersigned hereby
agrees to perform all the obligations of a Guarantor under, and to be bound in
all respects by the terms of, the Credit Agreement, including without limitation
Section 12 thereof, to the same extent and with the same force and effect as if
the undersigned were a direct signatory thereto.



<PAGE>


      This Agreement shall be construed in accordance with and governed by the
internal laws of the State of New York.


                                       Very truly yours,

                                       [NAME OF SUBSIDIARY GUARANTOR]



                                       By ____________________________________
                                          Name________________________________
                                          Title_______________________________




                                      K-2
<PAGE>


                                    EXHIBIT L


                          FORM OF ELECTION TO TERMINATE


                                                            ______________, ____


Bank of America, N.A., as
   Administrative Agent, for the Banks
   party to the Global Revolving Credit
   Agreement (364-Day) dated as of
   March 23, 2001 among Sealed Air
   Corporation and certain of its
   subsidiaries, as Borrowers, Sealed
   Air Corporation and certain
   Domestic Subsidiaries, as
   Guarantors, the lenders from time to
   time party thereto (the "BANKS"),
   Bank of America, N.A., as
   Administrative Agent, and Banc of
   America Securities LLC, as Lead
   Arranger and Book Manager (the
   "CREDIT AGREEMENT")

Dear Sirs:

      Reference is made to the Credit Agreement described above. Terms not
defined herein which are defined in the Credit Agreement shall have for the
purposes hereof the meaning provided therein.

      The undersigned, [NAME OF SUBSIDIARY BORROWER], a [JURISDICTION OF
INCORPORATION] corporation, hereby elects to terminate its status as a
Subsidiary Borrower for purposes of the Credit Agreement, effective as of the
date hereof. The undersigned hereby represents and warrants that all principal
and interest on all Notes of the undersigned and all other amounts payable by
the undersigned pursuant to the Credit Agreement have been paid in full on or
prior to the date hereof. Notwithstanding the foregoing, this Election to
Terminate shall not affect any obligation of the undersigned under the Credit
Agreement or under any Note heretofore incurred.

<PAGE>

      This instrument shall be construed in accordance with and governed by the
internal laws of the State of New York.


                                       Very truly yours,

                                       [NAME OF BORROWING SUBSIDIARY]



                                       By ____________________________________
                                          Name________________________________
                                          Title_______________________________



      The undersigned hereby confirms that the status of [NAME OF SUBSIDIARY
BORROWER] as a Subsidiary Borrower for purposes of the Credit Agreement
described above is terminated as of the date hereof.


                                       SEALED AIR CORPORATION



                                       By ____________________________________
                                          Name________________________________
                                          Title_______________________________



      Receipt of the above Election to Terminate is hereby acknowledged on and
as of ______________________.

                                       BANK OF AMERICA, N.A.,
                                          as Administrative Agent



                                       By ____________________________________
                                          Name________________________________
                                          Title_______________________________



                                      L-2
<PAGE>

                                    EXHIBIT M

                           CALCULATION OF MLA COST FOR
                               EUROCURRENCY LOANS

      The MLA Cost is an addition to the interest rate on a Loan to compensate a
Bank for the cost attributable to such Loan resulting from the imposition from
time to time under the Bank of England Act 1998 (the "ACT") and/or by the Bank
of England and/or the Financial Services Authority (the "FSA") (or other United
Kingdom governmental authorities or agencies) of a requirement to place
non-interest-bearing deposits or Special Deposits (whether interest-bearing or
not) with the Bank of England and/or pay fees to the FSA calculated by reference
to liabilities used to fund such a Loan.

      The MLA Cost will be the percentage rate per annum determined by such
affected Bank (rounded upward, if necessary, to four decimal places) as the rate
resulting from the application (as appropriate) of the following formulae:

            (a)   in relation to Loans or other unpaid amounts denominated in
      Pounds Sterling:

                            XL + S(L - D) + F x 0.01
                            ------------------------
                                 100 - (X + S)


            (b) in relation to Loans or other unpaid amounts denominated in any
      currency other than Pounds Sterling:

                                    F x 0.01
                                    --------
                                       300


      where, in each case, on the day of application of the formula:

      X     is the percentage of Eligible Liabilities (in excess of any stated
minimum) by reference to which such Mandatory Cost Reference Lender is required
under or pursuant to the Act to maintain cash ratio deposits with the Bank of
England;

      L     is the Eurocurrency Rate applicable to such Loan;

      F     is the rate of charge payable by such Bank to the FSA pursuant to
paragraphs 2.02 or 2.03 (as the case may be) of the Fees Regulations (but for
this purpose the figure at paragraph 2.02b or 2.03b (as the case may be) shall
be deemed to be zero) and expressed in pounds per (pound)1 million of the Fee
Base of such Bank;

      S     is the level of interest-bearing Special Deposits, expressed as a
percentage of Eligible Liabilities, which such Bank is required to maintain by
the Bank of England (or other United Kingdom governmental authorities or
agencies); and


<PAGE>

      D     is the percentage rate per annum payable by the Bank of England to
such Bank on Special Deposits.


      (X, L, S and D are to be expressed in the formula as numbers and not as
percentages. A negative result obtained from subtracting D from L shall be
counted as zero.)

      The MLA Cost for any Interest Period shall be calculated at or about 11:00
a.m. (London time) on the first day of such Interest Period for the duration of
such Interest Period.

      The determination of the MLA Cost in relation to any Interest Period
shall, in the absence of manifest error, be conclusive and binding on all
parties hereto.

      If there is any change in circumstance (including the imposition of
alternative or additional requirements, including capital adequacy requirements)
which in the reasonable opinion of the Administrative Agent renders or will
render the above formula (or any element thereof, or any defined term used
therein) inappropriate or inapplicable, the Administrative Agent shall promptly
notify the Borrowers and the Banks thereof and (following consultation with the
Required Banks) shall be entitled to vary the same. Any such variation shall, in
the absence of manifest error, be conclusive and binding on all parties and
shall apply from the date specified in a notice from the Administrative Agent to
the Borrowers and the Banks.

      For the purposes of this Schedule:

      The terms "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" shall bear the
      meanings ascribed to them under or pursuant to the Act or by the Bank of
      England (as may be appropriate), on the day of the application of the
      formula.

      "FEE BASE" has the meaning ascribed to it for the purposes of, and shall
      be calculated in accordance with, the Fees Regulations.

      "FEES REGULATIONS" means, as appropriate, either:

                  (a) the Banking Supervision (Fees) Regulations 1999; or

                  (b) such other law or regulations as from time to time may be
            in force, relating to the payment of fees for banking supervision.


                                      N-2
<PAGE>

                                    EXHIBIT N


                       COMMITMENT AMOUNT INCREASE REQUEST


                              _______________, 2001



Bank of America, N.A.,
   as Administrative Agent
   (the "ADMINISTRATIVE AGENT")
   for the Banks referred to below
101 North Tryon Street
Charlotte, NC 28255

Attention:  Agency Services


           Re: Credit Agreement (364-Day), dated as of March 23, 2001
      (as amended, modified or supplemented from time to time, the "CREDIT
   AGREEMENT"), among Sealed Air Corporation and certain of its subsidiaries,
     as Borrowers, Sealed Air Corporation and certain Domestic Subsidiaries,
   as Guarantors, the lenders from time to time party thereto (the "BANKS"),
        you, as Administrative Agent for such Banks, and Banc of America
                                 Securities LLC,
                        as Lead Arranger and Book Manager
             -------------------------------------------------------

Ladies and Gentlemen:

      In accordance with the Credit Agreement, the Company on behalf of the
Borrowers and Guarantors hereby requests that the Administrative Agent consent
to an increase in the aggregate Revolving Credit Commitments (the "COMMITMENT
AMOUNT INCREASE"), in accordance with Section 1.17 of the Credit Agreement, to
be effected by [AN INCREASE IN THE REVOLVING CREDIT COMMITMENT OF [NAME OF
EXISTING BANK] THE ADDITION OF [NAME OF NEW BANK] (THE "NEW BANK") AS A BANK
UNDER THE TERMS OF THE CREDIT AGREEMENT]. Capitalized terms used herein without
definition shall have the same meanings herein as such terms have in the Credit
Agreement.

      After giving effect to such Commitment Amount Increase, and upon the
effectiveness of the Commitment Amount Increase, each Bank's Revolving Credit
Commitment set forth on Schedule 1 to the Credit Agreement will be amended and
restated to read as set forth on Attachment I hereto.

                     [INCLUDE PARAGRAPHS 1-4 FOR A NEW BANK]

      1. The New Bank hereby confirms that it has received a copy of the Credit
Documents and the exhibits and schedules related thereto, together with copies
of the documents

<PAGE>

which were required to be delivered under the Credit Agreement as a condition to
the making of the Loans and other extensions of credit thereunder. The New Bank
acknowledges and agrees that it has made and will continue to make,
independently and without reliance upon the Administrative Agent or any other
Bank and based on such documents and information as it has deemed appropriate,
its own credit analysis and decisions relating to the Credit Agreement. The New
Bank further acknowledges and agrees that the Administrative Agent has not made
any representations or warranties about the credit worthiness of any Borrower or
Guarantor or any other party to the Credit Agreement or any other Credit
Document or with respect to the legality, validity, sufficiency or
enforceability of the Credit Agreement or any other Credit Document or the value
of any security therefor.

      2. Except as otherwise provided in the Credit Agreement, effective as of
the date of acceptance hereof by the Administrative Agent, the New Bank (i)
shall be deemed automatically to have become a party to the Credit Agreement and
have all the rights and obligations of a "BANK" under the Credit Agreement as if
it were an original signatory thereto and (ii) agrees to be bound by the terms
and conditions set forth in the Credit Agreement as if it were an original
signatory thereto.

      3. The New Bank hereby advises you of the following administrative details
with respect to its Loans and Revolving Loan Commitment:

      (A)   Notices:

            Institution Name:_________________
            Address:  ________________________
                      ________________________
            Telephone: _______________________
            Facsimile:  ______________________

      (B)   Payment Instructions:

      (C)   Effective date of Commitment Amount Increase, which shall not be
            earlier than 5 Business Days after the date hereof:

      [4. THE NEW BANK HAS DELIVERED, IF APPROPRIATE, TO THE COMPANY AND THE
ADMINISTRATIVE AGENT (OR IS DELIVERING TO THE BORROWER AND THE ADMINISTRATIVE
AGENT CONCURRENTLY HEREWITH) THE TAX FORMS REFERRED TO IN SECTION 4.04 OF THE
CREDIT AGREEMENT.]*

      THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

      The Commitment Amount Increase shall be effective when the executed
consent of the Administrative Agent is received or otherwise in accordance with
Section 1.17, of the Credit

----------
* Insert bracketed paragraph if New Bank is organized under the law of a
  jurisdiction other than the United States of America or a state thereof.


                                      N-2
<PAGE>

Agreement, but not in any case prior to ___________________, ____. It shall be a
condition to the effectiveness of the Commitment Amount Increase that (i) all
fees and expenses referred to in Section 1.17 of the Credit Agreement shall have
been paid and (ii) no Eurocurrency Loans shall be outstanding on the date of
such effectiveness.

      The Company hereby certifies that no Default has occurred and is
continuing.

      Please indicate the Administrative Agent's consent to such Commitment
Amount Increase by signing the enclosed copy of this letter in the space
provided below.


                                       Very truly yours,

                                       SEALED AIR CORPORATION


                                       By ____________________________________
                                          Name:_______________________________
                                          Title:______________________________


                                       [NEW BANK/BANK INCREASING COMMITMENTS]

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

The undersigned hereby consents
on this __ day of _____________,
2001 to the above-requested Commitment
Amount Increase.


BANK OF AMERICA, N.A.,
   as Administrative Agent


By:_________________________________
   Name:____________________________
   Title:___________________________



                                      N-3