exv4w02






Exhibit 4.02




 




SEALED AIR CORPORATION



REGISTRATION RIGHTS AGREEMENT



Dated as of October 3, 2011



 





 









 








REGISTRATION RIGHTS AGREEMENT




     REGISTRATION RIGHTS AGREEMENT, dated as of October 3, 2011 (as it may be amended from time to
time, this “Agreement”), among Sealed Air Corporation, a Delaware corporation (the
“Company”), Commercial Markets Holdco, LLC, a Delaware limited liability company
(“CMH”), SNW Co., Inc., a Delaware corporation (“SNW”), Clayton, Dubilier & Rice
Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R”), CD&R Friends &
Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R F&F”), and
Unilever Swiss Holdings AG, a company organized under the laws of Switzerland (“Unilever”)
(each of CMH, SNW, CD&R, CD&R F&F and Unilever, a “Holder” and collectively, the
“Holders”). Capitalized terms used in this Agreement are defined in Article 1 of
this Agreement.



RECITALS




     WHEREAS, the Company, Diversey Holdings, Inc., a Delaware corporation, and Solution Acquisition Corp.,
a Delaware corporation and a wholly owned subsidiary of the Company, are parties to that
certain Agreement and Plan of Merger (as it may be amended from time to time, the “Merger
Agreement”), pursuant to which the Holders will receive shares of common stock, par value $0.10
per share, of the Company (“Company Common Stock”); and



     WHEREAS, as a condition to the consummation of the transactions contemplated by the Merger
Agreement, the Company has agreed to enter into this Agreement with the Holders to provide the
Holders with certain registration rights with respect to the Company Shares.



     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and
agreements contained in this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties
agree as follows:



ARTICLE 1. DEFINITIONS




     1.1 Definitions. For purposes of this Agreement, the following terms shall have
the respective meanings:




     (a) “Affiliate” has the meaning assigned thereto by Rule 12b-2 under the
Exchange Act.




     (b) “Closing” means the closing of the transactions contemplated by the
Merger Agreement.




     (c) “Commission” means the Securities and Exchange Commission and any
successor thereto.




     (d) “Company Shares” means any and all shares of Company Common Stock (i)
issued to the Holders pursuant to the Merger Agreement and (ii) issued or issuable with
respect to the foregoing by way of stock dividend or a stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other reorganization or
otherwise.



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     (e) “Exchange Act” means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.




     (f) “Person” means an individual, corporation, partnership, limited
liability company, joint venture, association, trust, unincorporated organization or other
entity.




     (g) “Qualified Offering” means a transaction (including an offering
pursuant to an effective registration statement) in which Company Shares are sold to an
underwriter on a firm commitment basis for reoffering and resale to the public, an offering
that is a “bought deal” with one or more investment banks, a block trade or other sale of
shares to one or more purchasers in a limited offering or sales process.




     (h) “Registrable Securities” means the Company Shares; provided,
however, that such Registrable Securities shall cease to be Registrable Securities
with respect to any Holder upon the earliest to occur of the following:




     (i) a registration statement with respect to the sale of such Registrable
Securities has become effective under the Securities Act and all such Registrable
Securities have been disposed of in accordance with such registration statement;




     (ii) such Registrable Securities have been sold under any section of Rule
144 (or any successor rule) under the Securities Act;




     (iii) such Registrable Securities can be disposed of without registration
or limitation pursuant to Rule 144 (or any successor rule); provided that if
any Holder and its Affiliates beneficially own, in the aggregate, 2.5% or more of
the then outstanding Company Common Stock, such Holder shall have the right to elect
in its sole discretion that its Company Shares remain Registrable Securities even
though such shares may be sold without registration or limitation pursuant to Rule
144 under the Securities Act for so long as such Company Shares constitute 2.5% or
more of the then outstanding Company Common Stock;




     (iv) such Registrable Securities are held by the Company or one of its
subsidiaries; or




     (v) such Registrable Securities have been sold in a private transaction in
which the transferor’s rights under this Agreement are not assigned to the
transferee of such securities.




     (i) “Registration Expenses” means any and all expenses incident to the
performance of or compliance with this Agreement, including without limitation: (i) all
registration and filing fees; (ii) all fees and expenses associated with a required listing
of the Registrable Securities on any securities exchange or quotation service; (iii) fees
and expenses with respect to filings required to be made with the New York Stock Exchange
(and/or such other national securities exchange or national quotation service on which shares of Company Common Stock are then listed or quoted) or the Financial Industry
Regulatory Authority; (iv) fees and expenses of compliance with securities or “blue sky”
laws (including reasonable fees and disbursements of counsel for the underwriters or



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holders of securities in connection with blue sky qualifications of the securities and
determination of their eligibility for investment under the laws of such jurisdictions); (v)
printing expenses, messenger, telephone and delivery expenses; (vi) fees and disbursements
of counsel for the Company and customary fees and expenses for independent certified public
accountants retained by the Company (including the expenses of any comfort letters or costs
associated with the delivery by independent registered public accountants of a comfort
letter or comfort letters); (vii) 50% of the expenses incurred in connection with making
road show presentations and holding meetings with potential investors to facilitate the
distribution with respect to any Qualified Offering made pursuant to Section 2.3, and 100%
of such expenses with respect to any other Qualified Offering made by the Company; and
(viii) any other expenses which are customarily borne by the issuer of securities in a
public equity offering; provided, however, that Registration Expenses shall
not include, and the Company shall not have any obligation to pay, underwriting or placement
agent fees, including discounts and commissions to the extent paid with respect to shares
sold by a Holder pursuant to this Agreement, or any legal fees and expenses of counsel to
any Holder.




     (j) “Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations thereunder.




     (k) “Selling Holder” means a Holder who is selling Registrable Securities
pursuant to a registration statement.



     1.2 List of Other Defined Terms. The following capitalized terms are defined in
the sections or articles set forth below:



	 	 	 

	“Agreement”
	 	Preamble
	“CD&R”
	 	Preamble
	“CD&R F&F”
	 	Preamble
	“CMH”
	 	Preamble
	“Company”
	 	Recitals
	“Company Common Stock”
	 	Recitals
	“Effectiveness Period”
	 	Section 2.2
	“Holder” and “Holders”
	 	Preamble
	“Initial Registration Statement”
	 	Section 2.1
	“Inspectors”
	 	Section 3.1(m)
	“Merger Agreement”
	 	Recitals
	“Permitted Period”
	 	Section 2.8
	“Qualified Offering Notice”
	 	Section 2.3(a)
	“Records”
	 	Section 3.1(m)
	“Registration Statement”
	 	Section 2.1
	Settlement Agreement
	 	Section 2.4
	“SNW”
	 	Preamble
	“Stand Off Period”
	 	Section 5.1
	“Unilever”
	 	Preamble
	“Violation”
	 	Section 4.1






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ARTICLE 2. REGISTRATION RIGHTS




     2.1 Shelf Registration. As of the Closing, an “automatic shelf registration
statement” as defined under Rule 405 under the Securities Act on Form S-3 permitting the public
offering and sale of all Registrable Securities on a continuous basis pursuant to Rule 415 under
the Securities Act (the “Initial Registration Statement”) will have been filed with the
Commission and will be effective under the Securities Act with a plan of distribution acceptable to
each of the Holders and suitable for use for the manner of distribution specified by each of the
Holders. If during the Effectiveness Period the Initial Registration Statement shall cease to be
effective, then the Company shall promptly, but in any event within thirty (30) Business Days
thereof, file with the Commission and use its reasonable best efforts to cause to be declared
effective a registration statement on an appropriate form under the Securities Act permitting the
public offering and sale of all Registrable Securities on a continuous basis pursuant to Rule 415
under the Securities Act (any such registration statement, together with the Initial Registration
Statement, the “Registration Statement”).



     2.2 Effectiveness Period. The Company shall, subject to Section 2.8, keep
the Registration Statement continuously effective under the Securities Act until the date when all
Registrable Securities cease to be Registrable Securities (the “Effectiveness Period”).
During the Effectiveness Period, the Company shall supplement or make amendments to the
Registration Statement, if required by the Securities Act or if reasonably requested by the Holders
or an underwriter of the Registrable Securities (whether or not required by the form on which the
Registrable Securities are being registered), including to reflect any specific plan of
distribution or method of sale, and shall use its reasonable best efforts to have such supplements
and amendments declared effective, if required, as soon as practicable after filing.



     2.3 Qualified Offerings.




     (a) At any time during the Effectiveness Period, a Holder owning (together with its
Affiliates) at least 10% of the Registrable Securities (excluding, for the avoidance of
doubt, Unilever and its Affiliates) may notify the Company in writing that such Holder
desires to sell some or all of its Registrable Securities by means of a Qualified Offering
(“Qualified Offering Notice”) and the Company shall take all reasonable steps to
facilitate such offering, including the actions required by Article 3 hereof;
provided, however, that the Company shall not be obligated to effect, or
take any action to effect, a Qualified Offering if:




     (i) the number of Registrable Securities to be sold in the Qualified
Offering is not at least $125 million; or




     (ii) such Qualified Offering Notice is received (x) less than 180 days
after the last date on which a Qualified Offering was effected pursuant to this
Section 2.3 or (y) before the expiration of any lock-up period required by
the underwriters in the prior such Qualified Offering if such period is not waived
by the underwriters.



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     (b) Any request for a Qualified Offering hereunder shall be made to the Company by
a Qualified Offering Notice delivered to the Company in accordance with the notice
provisions set forth in Section 6.4 of this Agreement. Notwithstanding the foregoing
or any other provisions of this Agreement, the Company shall be obligated to effect no more
than four (4) Qualified Offerings, no more than two of which shall be made at the request of
each of CD&R and its Affiliates, on the one hand, and CMH and its Affiliates, on the other
hand, without the written consent of CD&R or CMH, as applicable. An offering pursuant to
this Section 2.3 shall not be counted as a Qualified Offering unless such offering
is completed.




     (c) In connection with each Qualified Offering pursuant to this Section
2.3, the Holder delivering the Qualified Offering Notice will determine in good faith:




     (i) the managing underwriter, lead book runner(s) and/or placement agents,
if any, provided that such managing underwriter, book runner(s) or placement agents
are one or more of Goldman Sachs, Citibank, Bank of America Merrill Lynch, JPMorgan,
Morgan Stanley, Barclays, Credit Suisse, Deutsche Bank, UBS and Lazard; and




     (ii) such other matters affecting the structure and marketing of the
Qualified Offering ; provided, that the determinations referred to in the
foregoing clauses (i) and (ii) will be made jointly by CD&R and CMH if (A) CD&R or
its Affiliates delivers the Qualified Offering Notice and CMH or its Affiliates
elect to participate in such Qualified Offering pursuant to Section 2.4 or (B) CMH
or its Affiliates delivers the Qualified Offering Notice and CD&R or its Affiliates
elect to participate in such Qualified Offering pursuant to Section 2.4.




     (d) The rights of the Holders set forth in this Section 2.3 are personal to
such Holders and, except for a transfer or assignment to an Affiliate of such Holder, may
not be transferred or assigned (whether by operation of law or otherwise). Any such
attempted transfer or assignment shall be void and of no effect. If any Holder other than
the Holder delivering the Qualified Offering Notice requests to participate in such offering
pursuant to Section 2.4, and the total amount of Registrable Securities requested by
stockholders to be included in such offering pursuant to this Section 2.3 and Section 2.4
exceeds the maximum amount of securities that the underwriters determine in their sole
discretion will jeopardize the success of the offering, then the provisions of Section 2.5
shall apply equally to each Holder participating in the Qualified Offering (whether or not
such Holder delivered the Qualified Offering Notice), it being agreed that no holder of
shares of Company Common Stock (including holders of shares benefitting from registration
rights under the Settlement Agreement) other than CD&R, CD&R F&F and CMH shall be permitted
to participate in any offering under this Section 2.3 unless CD&R, CD&R F&F and CMH will be
able to register and sell in such offering all of the Company Shares they have requested be
sold in such registration and sale.



     2.4 Company Registration. If the Company proposes to conduct an underwritten
public offering of any of its stock or other equity securities solely for cash pursuant to an
effective registration statement under the Securities Act (other than registrations on Form S-8 or
S-4 (or any



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successor forms) or registrations in connection with dividend reinvestment plans and stock
purchase plans) including any such offering undertaken pursuant to Section 2.3, then the Company
shall promptly give each Holder written notice of such proposed underwritten offering. Upon the
written request of any Holder given within twenty (20) days after receipt of such notice from the
Company, the Company shall, subject to the provisions of Section 2.5, cause to be included
in such offering all of the Registrable Securities that each such Holder requests to be included
therein. The Company shall have the right to select the managing underwriter(s) for any
underwritten registration not made pursuant to Section 2.3. All Holders proposing to distribute
their Registrable Securities through such underwriting shall (together with the Company) enter into
an underwriting agreement in customary form, and such other agreements, including, but not limited
to, custody agreements and lock-up agreements, requested by the managing underwriters, so long as
all Holders participating in such underwritten offering are required to enter into substantially
similar custody agreements or lock-up agreements, as the case may be; provided that no
Holder shall be required to make any representations or warranties or give any indemnities other
than those related to title and ownership of, and power and authority to transfer, shares and as to
the accuracy and completeness of statements made in a registration statement, prospectus or other
document in reliance upon, and in conformity with, written information prepared and furnished to
the Company or the managing underwriter(s) by such Holder pertaining exclusively to such Holder. No
registration of Registrable Securities effected under this Section 2.4 shall relieve the
Company of its obligations pursuant to Sections 2.1, 2.2 or 2.3. As of the
date of this Agreement, the Company has not entered into any agreement (other than the Settlement
Agreement and Release dated November 10, 2003 relating to W.R. Grace & Co. (the “Settlement
Agreement”)) providing any Person with registration rights with respect to securities of the
Company that are equal to, or more favorable in any respect than, or that otherwise would conflict
with, the rights granted under this Section 2.4. From and after the date of this
Agreement, the Company shall not, other than the agreement to be entered into in connection with
the shares to be issued in the Grace settlement in the form provided to the Holders prior to the
entry into the Merger Agreement, (a) enter into any agreement providing any Person with
registration rights with respect to securities of the Company that are equal to, or more favorable
in any respect than, or that otherwise would conflict with, the rights granted under this
Section 2.4 and which does not expressly provide that the Holders in this Agreement have
priority over such Persons in any subsequent registration statement or (b) with respect to the
Company’s securities, enter into any agreement or arrangement, take any action, or permit any
change to occur that violates or subordinates the rights expressly granted to the Holders in this
Agreement. Notwithstanding any other provision hereof, Unilever and its Affiliates shall have no
rights of notice, to registration or otherwise under this Section 2.4.




     2.5 Underwriting Requirements. If the total amount of securities, including
Registrable Securities, requested by stockholders to be included in such offering pursuant to
Section 2.4 exceeds the maximum amount of securities that the underwriters determine in
their sole discretion will jeopardize the success of the offering by the Company, then the Company
shall be required to include in the offering only that number of such securities, including
Registrable Securities, which the underwriters determine in their sole discretion, will not
jeopardize the success of the offering (the securities so included to be apportioned pro rata among
the Selling Holders according to the total amount of securities entitled to be included therein
owned by each Selling Holder or in such other proportions if mutually agreed to by such Selling
Holders); provided, that if an underwritten Qualified Offering is undertaken by the Company
pursuant to Section 2.1(f)(i) of the Settlement Agreement, then with respect to a single such
offering the opportunity to participate



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in such offering will be allocated first to the beneficiaries of such registration right under the
Settlement Agreement and then to the Holders of Registrable Securities as otherwise provided in
this Section 2.5.




     2.6 Furnish Information. It shall be a condition precedent to the obligations of
the Company to take any action pursuant to this Article 2 with respect to the Registrable
Securities of any Selling Holder that such Selling Holder furnish to the Company such information
regarding itself, the Registrable Securities held by it, and the intended method of disposition of
such securities as shall be reasonably required to effect the registration of such Selling Holder’s
Registrable Securities and are typically included in a selling stockholder notice and
questionnaire.



     2.7 Expenses of Registration.




     (a) Except as otherwise provided in this Agreement, the Company shall bear all
Registration Expenses incurred in connection with the registration of the Registrable
Securities pursuant to this Agreement and the Company’s performance of its other obligations
under the terms of this Agreement. The Holders shall bear all expenses (other than any
Registration Expenses) incurred in connection with the performance by the Holders of their
obligations under the terms of this Agreement.




     (b) Notwithstanding the foregoing provisions or anything to the contrary contained
herein, in the case of Qualified Offering pursuant to Section 2.3, the Company shall
bear all Registration Expenses incurred in connection with the four Qualified Offerings that
the Holders may request pursuant to this Agreement, and the Company shall also bear all
underwriting or placement agent fees, including discounts and commissions, relating to any shares of Company Common Stock included by the Company in such Qualified Offering.



     2.8 Delay Rights. Notwithstanding anything to the contrary contained herein, the
Company may, upon written notice (which notice shall include a certificate signed by an executive
officer of the Company that the Company is suspending the use of the prospectus, a general
statement of the reason for the suspension and an estimate of the length of the suspension) to any
Selling Holder whose Registrable Securities are included in the Registration Statement, suspend
such Selling Holder’s use of any prospectus which is a part of the Registration Statement (in which
event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the
Registration Statement, but such Selling Holder may settle any such sales of Registrable
Securities) if (a) the Company is pursuing a material financing, acquisition, merger, joint
venture, reorganization, disposition or other similar transaction or the Company is resolving
comments on its public filings with the Commission or other similar events and the Chief Executive
Officer of the Company determines in good faith that the Company’s ability to pursue or consummate
such a transaction would be materially adversely affected by any required disclosure of such
transaction in the Registration Statement or (b) the Company has experienced some other material
non-public event the disclosure of which at such time, in the good faith judgment of the Chief
Executive Officer of the Company, would materially adversely affect the Company; provided,
however, in no event shall any such suspension period exceed an aggregate of ninety (90)
days in any consecutive 365-day period (the “Permitted Period”). Upon disclosure of such
information or the termination of the condition described above, the Company shall promptly (x)
provide notice to the Selling



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Holders whose Registrable Securities are included in the Registration Statement, (y) terminate
any suspension of sales it has put into effect and (z) take such other actions necessary to permit
registered sales of Registrable Securities as required or contemplated by this Agreement,
including, if necessary, preparation and filing of a post-effective amendment or prospectus
supplement so that the Registration Statement and any prospectus forming a part thereof will not
include an untrue statement of material fact or omit to state any material fact necessary to make
the statements therein, in light of the circumstances in which they were made, not misleading.




     2.9 Information Rights. So long as a Holder owns any Company Shares, the Company
shall furnish to such Holder forthwith upon written request: a written statement by the Company as
to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the
Exchange Act; a copy of the most recent annual or quarterly report of the Company (which obligation
the Company shall be deemed to have complied with if such report is available on EDGAR); and such
other Securities Act or Exchange Act reports as such Holder may reasonably request (which
obligation the Company shall be deemed to have complied with if such reports are available on
EDGAR).



ARTICLE 3. REGISTRATION PROCEDURES




     3.1 Registration Procedures. Whenever required to effect the registration of
Registrable Securities or facilitate the distribution thereof pursuant to an effective registration
statement (including the Registration Statement), the Company shall, as expeditiously as reasonably
practicable:




     (a) cause the Registration Statement to remain effective for the period set forth
in Section 2.2 hereof;




     (b) prepare and file with the Commission such amendments, post-effective amendments
and supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to maintain the effectiveness of such registration and to
comply with the provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such registration statement during the period in which
such registration statement is required to be kept effective; provided,
however, that before filing such registration statement or any amendments or
supplements thereto or the prospectus used in connection therewith, the Company will furnish
copies of all such documents proposed to be filed (other than Exchange Act documents
incorporated by reference) to counsel for the Selling Holders, the underwriters (if any) and
counsel for the underwriters (if any) of Registrable Securities covered by such registration
statement, provide reasonable time for Selling Holders, underwriters (if any) and their
respective counsel to comment upon such documents if so requested by a Selling Holder or any
underwriters and include all such comments reasonably requested by such Selling Holders,
underwriters (if any) and their respective counsel, it being agreed that references to
counsel for the Selling Holders in this clause (b) shall refer to one counsel designated by
CD&R (if CD&R or its respective Affiliates is a Selling Holder), one counsel designated by CMH (if CMH or its respective
Affiliates is a Selling Holder) and one counsel designated
by Unilever (if Unilever or its respective Affiliates is a Selling Holder);



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     (c) furnish to each Holder of Registrable Securities being registered and the
underwriters, if any, without charge, such number of conformed copies of such registration
statement and of each such amendment and supplement thereto (in each case including all
exhibits) other than those which are being incorporated into such registration statement by
reference, such number of copies of the prospectus contained in such registration statements
(including each complete prospectus and any summary prospectus) and any other prospectus
filed under Rule 424 under the Securities Act in conformity with the requirements of the
Securities Act, and such other documents, including documents incorporated by reference, as
any such Holder or underwriter may reasonably request to the extent such other documents are
not available on the Commission’s Electronic Data Gathering Analysis and Retrieval System;




     (d) register or qualify all Registrable Securities under such other securities or
“blue sky” laws of such jurisdictions as the Holders and the underwriters of the securities
being registered, if any, shall reasonably request, to keep such registration or
qualification in effect for so long as such registration statement is required to be kept
effective, and take any other action which may be reasonably necessary to enable the Holders
to consummate the disposition in such jurisdiction of the Registrable Securities owned by
the Holders;




     (e) immediately notify the Holders if at any time a prospectus relating to the
Registrable Securities is required to be delivered under the Securities Act, the Company
becomes aware of the happening of any event as a result of which the applicable registration
statement or the prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and, at the request of the
Holders, promptly prepare and furnish to the Holders a reasonable number of copies of a
supplement to or an amendment of such registration statement or such prospectus as may be
necessary so that such registration statement or, as thereafter delivered to the purchasers
of such securities, such prospectus shall not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not
misleading;




     (f) comply or continue to comply with the Securities Act and the Exchange Act and
with all applicable rules and regulations of the Commission thereunder so as to enable any
Holder to sell its Registrable Securities pursuant to Rule 144 promulgated under the
Securities Act, including without limitation to:




     (i) make and keep public information available, as those terms are
understood and defined in Rule 144(c)(1) or any similar or analogous rule
promulgated under the Securities Act, at all times during the term of this
Agreement; and




     (ii) file with the Commission, in a timely manner, all reports and other
documents required of the Company under the Exchange Act;



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     (g) provide a transfer agent and registrar for all Registrable Securities covered
by such registration statement not later than the effective date of such registration
statement;




     (h) list all Registrable Securities covered by such registration statement on any
securities exchange or national quotation system on which any such class of securities is
then listed or quoted and cause to be satisfied all requirements and conditions of such
securities exchange or national quotation system to the listing or quoting of such
securities that are reasonably within the control of the Company including, without
limitation, registering the applicable class of Registrable Securities under the Exchange
Act, if appropriate, and using commercially reasonable efforts to cause such registration to
become effective pursuant to the rules of the Commission in accordance with the terms
hereof;




     (i) notify each Holder, promptly after it shall receive notice thereof, of the time
when such registration statement, or any post-effective amendments to the registration
statement, shall have become effective, or a supplement to any prospectus forming part of
such registration statement has been filed or when any document is filed with the Commission
which would be incorporated by reference into the prospectus;




     (j) notify each Holder of any request by the Commission for the amendment or
supplement of such registration statement or prospectus for additional information;




     (k) advise each Holder, promptly after it shall receive notice or obtain knowledge
thereof, of (i) the issuance of any stop order, injunction or other order or requirement by
the Commission suspending the effectiveness of such registration statement or the initiation
or threatening of any proceeding for such purpose and use all commercially reasonable
efforts to prevent the issuance of any stop order, injunction or other order or requirement
or to obtain its withdrawal if such stop order, injunction or other order or requirement
should be issued, (ii) the issuance by any state securities or other regulatory authority of
any order suspending the qualification or exemption from qualification of any of the
Registrable Securities under state securities or “blue sky” laws or the initiation or threat
of initiation of any proceedings for that purpose and (iii) the removal of any such stop
order, injunction or other order or requirement or proceeding or the lifting of any such
suspension;




     (l) use commercially reasonable efforts to obtain as soon as practicable the
lifting of any stop order that might be issued suspending the effectiveness of such
registration statement;




     (m) make available for inspection by any Selling Holder, any underwriter
participating in any disposition pursuant to such registration statement and any attorney,
accountant or other professional retained by any such Holder or underwriter (collectively,
the “Inspectors”), during normal business hours, all financial and other records,
pertinent corporate documents and properties of the Company (collectively, the
“Records”) as shall be reasonably requested, and cause the Company’s officers,
directors and employees to supply all information reasonably requested by any such Inspector
in connection with



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establishing a defense under Section 11 of the Securities Act with respect to such
registration statement. Records which the Company determines, in good faith, to be
confidential and which it notifies the Inspectors are confidential shall not be disclosed by
the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a
misstatement or omission in such registration statement or (ii) the release of such Records
is ordered pursuant to a subpoena or other order from a court of competent jurisdiction,
provided, however, that the foregoing inspecting and information gathering
on behalf of the Selling Holders shall be conducted by one counsel designated by each of
CD&R, CMH and Unilever (to the extent any of them or their
respective Affiliates is a Selling Holder); and provided further that each such Inspector shall be
required to maintain in confidence and not to disclose to any other person (other than each
Selling Holder and its counsel) any information or records reasonably designated by the
Company as being confidential, except as required by law or to establish a due diligence
defense;




     (n) with respect to underwritten offerings only, furnish to each Selling Holder and
to each underwriter, if any, a signed counterpart, addressed to such Selling Holder or
underwriter, of (i) an opinion or opinions of counsel to the Company and updates thereof and
customary negative assurance letters and (ii) if eligible under applicable accounting
standards, a comfort letter or comfort letters from the Company’s independent public
accountants, each in customary form and covering such matters of the type customarily
covered by opinions or comfort letters, as the case may be, as the Selling Holders of a
majority of the Registrable Securities included in such offering or the managing underwriter
or underwriters therefor reasonably request; and




     (o) subject to Section 2.3 hereof, if a disposition of Registrable
Securities takes the form of a Qualified Offering, enter into a written underwriting,
placement or similar agreements with any underwriters, placement agents or brokers in such
form and containing such provisions as are customary for an issuer in connection with a
secondary sale of equity securities pursuant to a Qualified Offering and the Company will
use its commercially reasonable efforts to facilitate a secondary sale of the Registrable
Securities (including making members of senior management of the Company reasonably
available to participate in, and cause them to reasonably cooperate with the underwriters,
placement agents and brokers in connection with, “road-show” and other customary marketing
activities). The Selling Holders shall be parties to any such underwriting, placement or
similar agreement, and the representations and warranties by, and the other agreements on
the part of, the Company to and for the benefit of such underwriters, placement agents or
brokers shall also be made to and for the benefit of such Selling Holders.



     3.2 Covenants of Holders.




     (a) In connection with the filing of any registration statement covering
Registrable Securities, each Selling Holder shall furnish in writing to the Company at least
20 business days prior to the Closing date of the Merger such information regarding such
Holder (and any of its Affiliates), the Registrable Securities to be sold, the intended
method of distribution of such Registrable Securities and such other information requested
by the Company as is necessary or it reasonably deems advisable for inclusion in the
registration statement relating to such offering pursuant to the Securities Act and as



11









 






is typically included in a selling stockholder notice and questionnaire, all of which
information the Company shall have requested a reasonable period of time before the
20th business day prior to the Closing date of the Merger. Each such Selling
Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change
in information previously furnished by such Selling Holder to the Company or of the
occurrence of any event in either case as a result of which any prospectus relating to such
registration statement contains or would contain an untrue statement of a material fact
regarding such Selling Holder or such Selling Holder’s intended method of disposition of
such Registrable Securities or omits to state any material fact regarding such Selling
Holder or such Selling Holder’s intended method of disposition of such Registrable
Securities necessary in order to make the statements therein not misleading in light of the
circumstances then existing, and promptly to furnish to the Company any additional
information required to correct and update any previously furnished information or required
so that such prospectus shall not contain, with respect to such Selling Holder or such
Selling Holder’s intended method of disposition of Registrable Securities, an untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements therein not misleading in light of the circumstances then existing. Each Selling
Holder agrees to deliver or cause delivery of the prospectus contained in any registration
statement to any purchaser of the shares covered by such registration statement from such
Holder to the extent required by law.




     (b) Each Holder agrees by acquisition of the Registrable Securities that (i) upon
receipt of any notice from the Company of the happening of any event of the kind described
in Section 3.1(e) hereof, such Holder will forthwith discontinue its disposition of
Registrable Securities pursuant to the registration statement relating to such Registrable
Securities until such Holder’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3.1(e)hereof; (ii) upon receipt of any notice
from the Company of the happening of any event of the kind described in clause (i) of
Section 3.1(k) hereof, such Holder will discontinue its disposition of Registrable
Securities pursuant to such registration statement until such Holder’s receipt of the notice
described in clause (iii) of Section 3.1(k) hereof; and (iii) upon receipt of any
notice from the Company of the happening of any event of the kind described in clause (ii)
of Section 3.1(k) hereof, such Holder will discontinue its disposition of
Registrable Securities pursuant to such registration statement in the applicable state
jurisdiction(s) until such Holder’s receipt of the notice described in clause (iii) of
Section 3.1(k) hereof.



ARTICLE 4. INDEMNIFICATION




     4.1 Indemnification by the Company. To the fullest extent permitted by law, the
Company shall indemnify and hold harmless each Holder, any underwriter (as defined in the
Securities Act) for such Holder and each Person, if any, who controls such Holder or such Holder’s
securities or such underwriter within the meaning of the Securities Act or the Exchange Act, and
each officer, director, agent, employee and partner of the foregoing against any losses, claims,
damages, liabilities (joint or several), costs and expenses (or actions in respect of any of the
foregoing), including amounts paid in settlement, arising out of or based upon any of the following
statements, omissions or violations (collectively a “Violation”): (i) any untrue statement
or alleged untrue statement of a material fact contained in any registration statement, including
any



12









 




preliminary prospectus or final prospectus contained therein or any amendments or supplements
thereto or any other document incorporated by reference therein or prepared by the Company incident
to such registration, (ii) the omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of any prospectus, in light
of the circumstances under which they were made) not misleading, or (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any state securities law or any
rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities
law; and the Company will pay to each such indemnified party any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained in
this Section 4.1 shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent of the Company
(which consent shall not be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, claim, damage, liability or action to the extent that it arises out of or
is based upon a Violation which occurs in reliance upon and in conformity with information with
respect to such Holder, underwriter or controlling person furnished in writing expressly for use in
connection with such registration by such Holder, underwriter or controlling person.




     4.2 Indemnification by the Holders. To the fullest extent permitted by law, each
Selling Holder shall indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement in which the Selling Holder is participating,
each Person, if any, who controls the Company within the meaning of the Securities Act, any
underwriter and any controlling person of any such underwriter, against any losses, claims,
damages, liabilities (joint or several), costs and expenses (or actions in respect of any of the
foregoing), including amounts paid in settlement, in connection with, arising out of or based upon
any Violation, in each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with information furnished in writing by such Holder, with respect
to such Holder, expressly for use in connection with such registration statement, and each such
Holder will pay to each such indemnified party any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the indemnity agreement contained in this
Section 4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the Holder (which consent
shall not be unreasonably withheld); provided, further, that the obligation to
indemnify and hold harmless shall be several, not joint and several, among such Selling Holders and
the liability of each such Selling Holder shall be in proportion to and limited to the gross
proceeds received by such Selling Holder from the sale of Registrable Securities pursuant to such
registration statement.



     4.3 Notices of Claims, Etc. In the event of the commencement of any action or
proceeding (including any governmental investigation) with respect to which an indemnified party
seeks indemnification or contribution pursuant to this Article 4, such indemnified party
will promptly deliver to the indemnifying party a written notice of the commencement thereof and
the indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume, at the
indemnifying party’s expense, the defense thereof, with counsel reasonably satisfactory to the
indemnified party, by giving written notice to the indemnified party within twenty (20) days of the
receipt of written notice from the indemnified party of such proceeding of its intention to do so
and



13









 




acknowledging in writing the obligations of the indemnifying party with respect to such
proceeding; provided, however, that an indemnified party (together with all other
indemnified parties which may be represented without conflict by one counsel) shall have the right
to retain one separate counsel, with the reasonable fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing interests between
such indemnified party and any other party represented by such counsel in such proceeding. The
failure to deliver written notice to the indemnifying party within a reasonable time of receipt of
notice of any such proceeding shall not relieve the indemnifying party of any liability to the
indemnified party under this Article 4 except to the extent the indemnifying party was
materially prejudiced by such failure (and, in any event, the omission so to deliver written notice
to the indemnifying party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Article 4). No indemnifying party, in the defense of any
pending or threatened claim or litigation, shall, except with the consent of each indemnified
party, consent to entry of any judgment or enter into any settlement unless such settlement (i)
includes as an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or litigation and (ii)
does not include any statement as to or any admission of fault, culpability or a failure to act by
or on behalf of any indemnified party. Each indemnified party shall furnish such information
regarding itself or the claim in question as an indemnifying party may reasonably request in
writing and as shall be reasonably required in connection with defense of such claim and litigation
resulting therefrom.




     4.4 Contribution. If the indemnification provided for in this Article 4
is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect
to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party,
in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or
payable by such indemnified party as a result of such loss, liability, claim, damage or expense in
such proportion as is appropriate to reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other in connection with the statements or omissions
that resulted in such loss, liability, claim, damage or expense as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and of the indemnified party
shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties’ relative intent,
knowledge, access to information, and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just or equitable if the contribution pursuant to
this Section 4.4 were to be determined solely by pro rata allocation or by any other method
of allocation that does not take into account such equitable considerations. In no event shall the
liability of an indemnifying party under this Section 4.4 be greater in amount than such
Person would have been obligated to pay by way of indemnification if the indemnification provided
for under Section 4.1 or Section 4.2 hereof, as applicable, had been available
under the circumstances. No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not
guilty of fraudulent misrepresentation. A Selling Holder’s obligation to contribute pursuant to
this Section 4.4 shall be in proportion to and limited to the gross proceeds received by
such Selling Holder from the sale of Registrable Securities pursuant to such registration
statement.



14









 





     4.5 Survival; Conflict. The obligations of the Company and the Holders under this
Article 4 shall survive the completion of any offering of Registrable Securities in a
registration statement under Article 2 or otherwise. Notwithstanding the foregoing, except
to the extent set forth herein with respect to indemnification of the Company, to the extent that
the provisions on indemnification and contribution contained in the underwriting agreement entered
into in connection with a Qualified Offering are in conflict with the foregoing provisions, the
provisions in the underwriting agreement shall control.



ARTICLE 5. MARKET STAND-OFF AGREEMENT; LOCK-UP




     5.1 Market Stand-Off Agreement. Each Holder hereby agrees that it shall not, to
the extent required by an underwriter of securities of the Company, directly or indirectly sell,
offer, pledge, contract to sell, sell any option or contract to purchase, purchase any option or
contract to sell (including without limitation any short sale), grant any option, right or warrant
for the sale of or otherwise transfer or dispose of any Registrable Securities for up to ninety
(90) days following the effective date of a registration statement of the Company filed under the
Securities Act or the date of an underwriting agreement with respect to a firm commitment
underwritten public offering of the Company’s securities without the consent of the underwriter
(the “Stand-Off Period”); provided, however, that:




     (a) all executive officers and directors of the Company then holding Company Common
Stock shall enter into similar agreements for not less than the entire time period required
of the Holders hereunder; and




     (b) the Holders shall be allowed any concession or proportionate release allowed to
any (i) officer, (ii) director or (iii) other 5% or greater stockholder of the Company that
entered into similar agreements; and provided further that this
Section 5.1 shall not be applicable (A) against any Holder
(including, for the avoidance of doubt, Unilever and its Affiliates) who was not provided the
opportunity to include such Holder’s Registrable Securities in such offering pursuant to
Section 2.4 or (B) with respect to any Registrable Securities a Holder requested to be
included in such offering that were not so included pursuant to Section 2.5, except, in the
case of this clause (B), with respect to a Stand-Off Period required by the underwriters
with respect to a single underwritten Qualified Offering undertaken by the Company pursuant
to Section 2.1(f)(i) of the Settlement Agreement.



     5.2 Lock-up. With respect to any Qualified Offering of Registrable Securities by
Holders pursuant to Section 2.3 that is a firm commitment underwritten public offering, the
Company agrees not to effect any public sale or distribution, or to file any registration statement
(other than registrations on Form S-8 or S-4 (or any successor forms) or registrations in
connection with dividend reinvestment plans and stock purchase plans) covering, shares of Company
Common Stock or any derivatives thereof, for up to ninety (90) days following the effective date of
such offering, or such shorter period as may be agreed by the managing underwriter for such
offering. The Company also agrees to use its commercially reasonable efforts to cause such of its
directors and senior executive officers to execute and deliver customary lock-up agreements in such
form and for such time period up to 90 days as may be requested by the managing underwriter.





15









 






ARTICLE 6. MISCELLANEOUS







     6.1 Termination; Survival. The rights of each Holder under this Agreement shall
terminate upon the earlier of (a) the date that all of the Registrable Securities held by such
Holder cease to be Registrable Securities, and (b) five (5) years from the date of this Agreement.
Notwithstanding the foregoing, the obligations of the parties under Article 4, Section
6.14 and Section 6.15 hereof, and any claim based on fraud or intentional
misrepresentation, shall survive the termination of this Agreement.



     6.2 Counterparts. This Agreement may be executed manually or by facsimile in
multiple counterparts. If so executed, all of such counterparts shall constitute but one
agreement, and, in proving this Agreement, it shall not be necessary to produce or account for more
than one such counterpart.



     6.3 Prior Agreement; Construction; Entire Agreement. This Agreement represents
the entire agreement among each of the parties hereto with respect to the subject matter hereof.
It is expressly understood that no representations, warranties, guarantees or other statements
shall be valid or binding upon a party unless expressly set forth in this Agreement. It is further
understood that any prior agreements or understandings between the parties with respect to the
subject matter hereof have merged in this Agreement, which alone fully expresses all agreements of
the parties hereto as to the subject matter hereof and supersedes all such prior agreements and
understandings.



     6.4
Notices.  1 Any notice or communication required under or otherwise delivered
in connection with this Agreement to any of the parties hereto shall be written and shall be
delivered to such party at the following address:


If to CMH to:



Commercial Markets Holdco, LLC

c/o Johnson Keland Management, Inc.

555 Main Street, Suite 500

Racine, WI 53403-4616

Fax: (262) 260-6165

Attention: President



with a copy to (which shall not constitute notice) to:



McDermott Will & Emery LLP

227 W. Monroe Street

Chicago, Illinois 60606

Fax: (312) 984-7700

Attention: William J. Butler

                    Helen R. Friedli



If to CD&R or CD&R F&F to:



Clayton, Dubilier & Rice, LLC

375 Park Avenue, 18th Floor

New York, New York 10152

Racine, WI 53403-4616

Fax: (212) 407-5252

Attention: Richard J. Schnall




16









 









with a copy to (which shall not constitute notice) to:



Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Fax: (212) 909-6836

Attention: Franci J. Blassberg

                    Jonathan E. Levitsky



If to Unilever to:



Unilever Swiss Holdings AG

c/o Unilever Schweiz GmbH

Bahnhofstrasse 19

CH-8240 Thayngen

Switzerland

Fax: +41 52 645 61 35

Attention: Andreas Reschek, Legal Counsel Switzerland



with a copy to (which shall not constitute notice) to:



Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Fax: (212) 474-3700

Attention: Mark I. Greene



If to the Company to:



Sealed Air Corporation

200 Riverfront Boulevard

Elmwood Par, NJ 07407

Fax: (201) 703-4219

Attention: Chief Financial Officer



with a copy to (which shall not constitute notice to the Company):



Sealed Air Corporation

200 Riverfront Boulevard

Elmwood Par, NJ 07407

Fax: (201) 703-4231

Attention: General Counsel

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Fax: (212) 455-2502

Attention: Charles I. Cogut

                    Patrick J. Naughton




17









 







Each notice shall be in writing and shall be sent to the party to receive it, postage prepaid by
certified mail, return receipt requested, or by a nationally recognized overnight courier service
that provides tracking and proof of receipt. Inclusion of fax numbers is for convenience only, and
notice by fax shall neither be sufficient nor required. Notices shall be deemed delivered upon
receipt.




     6.5 Successors and Assigns. Except as otherwise provided herein, this Agreement
shall inure to be benefit of and be binding upon the successors and assigns of each of the parties
hereto, including subsequent Holders of Registrable Securities. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.



     6.6 Headings. Headings are included solely for convenience of reference and if
there is any conflict between headings and the text of this Agreement, the text shall control.



     6.7 Amendments and Waivers. The provisions of this Agreement may be amended or
waived at any time only by the written agreement of the Company and the Holders of a majority of
the Registrable Securities (which majority must include CMH and CD&R or an Affiliate of such party,
with respect to each of CMH and CD&R so long as such party or its Affiliates owns any Registrable
Securities); provided, however, that the provisions of this Agreement may not be
amended or waived without the consent of the Holders of all the Registrable Securities adversely
affected by such amendment or waiver if such amendment or waiver adversely affects a portion of the
Registrable Securities but does not so adversely affect all of the Registrable Securities;
provided, further, that the provisions of the preceding provision may not be
amended or waived except in accordance with this sentence. Any waiver, permit, consent or approval
of any kind or character on the part of any such Holders of any provision or condition of this
Agreement must be made in writing and shall be effective only to the extent specifically set forth
in writing. Any amendment or waiver effected in accordance with this paragraph shall be binding
upon each Holder of Registrable Securities and the Company.



     6.8 Interpretation; Absence of Presumption. For the purposes hereof, (i) words in
the singular shall be held to include the plural and vice versa and words of one gender shall be
held to include the other gender as the context requires, (ii) the terms “hereof,” “herein,” and
“herewith” and words of similar import shall, unless otherwise stated, be construed to refer to
this Agreement as a whole and not to any particular provision of this Agreement, and Section,
paragraph or other references are to the Sections, paragraphs, or other references to this
Agreement unless otherwise specified, (iii) the word “including” and words of similar import when
used in this Agreement shall mean “including, without limitation,” unless the context otherwise
requires or unless otherwise specified, (iv) the word “or” shall not be exclusive and (v)
provisions shall apply, when appropriate, to successive events and transactions. This Agreement
shall be construed without



18









 




regard to any presumption or rule requiring construction or interpretation against the party
drafting or causing any instruments to be drafted.




     6.9 Cumulative Remedies. The remedies provided herein are cumulative and not
exclusive of any other remedies provided by law.



     6.10 Severability. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws, such provision shall be fully severable,
this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part of this Agreement, and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid
or unenforceable provision or by its severance from this Agreement, unless such severance and
construction would materially alter the intent of the parties hereto with respect to the
transactions contemplated by this Agreement.



     6.11 Specific Performance; Other Rights. The parties hereto recognize that
various rights rendered under this Agreement are unique and that monetary damages would not provide
adequate compensation if the provisions of this Agreement were not performed by them in accordance
with the terms hereof or were otherwise breached and, accordingly, the parties shall, in addition
to such other remedies as may be available to them at law or in equity, have the right to enforce
the rights under this Agreement by actions for injunctive relief and specific performance. The
parties agree not to raise any objections or defenses to the availability of equitable remedies
(including that a remedy at law would be adequate) to prevent or restrain breaches of this
Agreement and to specifically enforce the terms and provisions of this Agreement to prevent
breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of
the parties under this Agreement.



     6.12 Further Assurances. In connection with this Agreement, as well as all
transactions and covenants contemplated by this Agreement, each party hereto agrees to execute and
deliver or cause to be executed and delivered such additional documents and instruments and to
perform or cause to be performed such additional acts as may be reasonably necessary or appropriate
to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement
and all such transactions and covenants contemplated by this Agreement



     6.13 No Waiver. The waiver of any breach of any term or condition of this
Agreement shall not operate as a waiver of any other breach of such term or condition or of any
other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver
of such provision or of any other provision hereof.



     6.14 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAWS
PRINCIPLES THEREOF.



     6.15 Jurisdiction. The parties agree that any suit, action or other proceeding
seeking to enforce any provision of, or based on any matter arising out of or in connection with,
this Agreement or the transactions contemplated hereby shall be brought in any state or federal
court located in the State of New York, and each of the parties hereby irrevocably consents to the



19









 




exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in
any such suit, action or other proceeding and irrevocably waives, to the fullest extent permitted
by law, any objection that it may now or hereafter have to the laying of the venue of any such
suit, action or other proceeding in any such court or that any such suit, action or other
proceeding brought in any such court has been brought in an inconvenient forum. Process in any
such suit, action or other proceeding may be served on any party anywhere in the world, whether
within or without the jurisdiction of any such court. Without limiting the foregoing, each party
agrees that service of process on such party as provided in Section 6.4 shall be deemed
effective service of process on such party.




     6.16 Waiver of Jury Trial. Each party hereto hereby waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in respect to any litigation
directly or indirectly arising out of, under or in connection with this Agreement or any
transaction contemplated hereby. Each party hereto (a) certifies that no representative, agent or
attorney of any other party has represented, expressly or otherwise, that such other party would
not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it
and the other parties hereto have been induced to enter into this Agreement by, among other things,
the mutual waivers and certifications in this Section 6.16.



     6.17 Unilever Participation. Notwithstanding anything herein to the contrary, neither Unilever nor any of its Affiliates shall have any
rights or obligations under Section 2.3, Section 2.4, Section 2.5, Section 3.1(n)-(o), or (except  for (x)
Section 3.1(f) and (y) other than with respect to an offering pursuant to Section 2.3 or Section 2.4 or any
other underwritten offering, in connection with a Registration Statement or any sales under a
Registration  Statement) Section 3.1(a)-(m).




[Signature Page Follows]









20









 







IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first
written above.




	 	 	 	 	 
	 	SEALED AIR CORPORATION

 	 
	 	By:  	/s/ Todd S. Christie
 	 
	 	 	Name:  	Todd S. Christie 	 
	 	 	Title:  	Interim Chief Financial Officer 	 
	 
	 	COMMERCIAL MARKETS HOLDCO, LLC

 	 
	 	By:  	/s/ Helen Johnson-Leipold
 	 
	 	 	Name:  	Helen Johnson-Leipold 	 
	 	 	Title:  	President 	 
	 
	 	CLAYTON, DUBILIER & RICE FUND VIII, L.P.



By: CD&R Associates VIII, Ltd., its general partner

 	 
	 	By:  	/s/ Theresa A. Gore
 	 
	 	 	Name:  	Theresa A. Gore 	 
	 	 	Title:  	Vice President, Treasurer & 

Assistant
Secretary 	 
	 
	 	CD&R FRIENDS & FAMILY FUND VIII, L.P.



By: CD&R Associates VIII, Ltd., its general partner

 	 
	 	By:  	/s/ Theresa A. Gore
 	 
	 	 	Name:  	Theresa A. Gore 	 
	 	 	Title:  	Vice President, Treasurer & 

Assistant
Secretary 	 
	 



[Signature page to Registration Rights Agreement]

















 








	 	 	 	 	 
	 	SNW CO., INC.

 	 
	 	By:  	/s/ Sherri Carl Hampel
 	 
	 	 	Name:  	Sherri Carl Hampel 	 
	 	 	Title:  	Treasurer 	 
	 
	 	UNILEVER SWISS HOLDINGS AG

 	 
	 	By:  	/s/ Frank Wiedemeijer
 	 
	 	 	Name:  	Frank Wiedemeijer 	 
	 	 	Title:  	Board Member 	 
	 
	 	By:  	                       /s/ Andreas Reschek
 	 
	 	 	Name:  	Andreas Reschek 	 
	 	 	Title:  	Board Member 	 
	 



[Signature page to Registration Rights Agreement]