Exhibit 4.2


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT, dated as of February 6,
2009 (this “Agreement”), between Sealed Air
Corporation, a company organized under the laws of the state of Delaware (the “Company”) and Davis Selected Advisers, L.P., Geico Indemnity
Company and General Re Life Corporation (each a “Purchaser”
and collectively the “Purchasers”)
pursuant to the Note Purchase Agreement, dated February 6, 2009 (as
amended from time to time, the “Note  Purchase Agreement”), between the Company and the Purchasers.  In order to induce the Purchasers to enter
into the Note Purchase Agreement, the Company has agreed to provide the
registration rights set forth in this Agreement.


 


The Company agrees with the Purchasers, (i) for
their benefit as Purchasers and (ii) for the benefit of the beneficial
owners (including the Purchasers) from time to time of the Notes (as defined
herein) (each of the foregoing a “Holder” and
together the “Holders”), as follows:


 


SECTION 1.  Definitions.  Capitalized terms used herein without
definition shall have their respective meanings set forth in the Note Purchase
Agreement.  As used in this Agreement,
the following terms shall have the following meanings:


 


“Affiliate” has
the meaning set forth in Rule 405 under the Securities Act.


 


“Amendment Effectiveness
Deadline Date” has the meaning set forth in Section 2(d).


 


“Business Day”
means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in The City of New York are authorized or obligated
by law or executive order to close.


 


“Company” has
the meaning set forth in the preamble.


 


“Deferral Notice”
has the meaning set forth in Section 3(h).


 


“Deferral Period”
has the meaning set forth in Section 3(h).


 


“Effectiveness Deadline
Date” has the meaning set forth in Section 2(a).


 


“Effectiveness Period”
has the meaning set forth in Section 2(b).


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.


 


“Holder” has the
meaning set forth in the second paragraph of the preamble.


 


“Indenture”
means the Indenture, dated as of February 6, 2009, among the Company and the
Trustee, pursuant to which the Notes are being issued.


 


“Initial Shelf Registration
Statement” has the meaning set forth in Section 2(a).


 

















 


“Material Event”
has the meaning set forth in Section 3(h).


 


“Notes” means
the 12% Senior Notes due 2014 of the Company to be purchased pursuant to the Note
Purchase Agreement.


 


“Notice and Questionnaire”
means a written notice delivered to the Company containing substantially the
information called for by the selling securityholder notice and questionnaire,
a form of which is available upon request to the Company.


 


“Notice Holder”
means, on any date, any Holder that has delivered a Notice and Questionnaire to
the Company on or prior to such date.


 


“Person” means a
corporation, limited liability company, association, partnership, organization,
business, individual, government or political subdivision thereof or
governmental agency.


 


“Note  Purchase Agreement” has the meaning set forth in the
preamble.


 


“Purchasers” has
the meaning set forth in the preamble.


 


“Prospectus”
means the prospectus included in any Registration Statement, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments and all materials incorporated by reference
or explicitly deemed to be incorporated by reference into such prospectus.


 


“Registrable Securities”
means the Notes, but excludes any Notes that are, as of the relevant date of
determination (or will be at the time the Shelf Registration Statement is
required to be effective), eligible to be sold to the public pursuant to Rule 144
under the Securities Act where no conditions of Rule 144 are then
applicable (other than the holding period requirement in paragraph (d) of Rule 144
so long as such holding period requirement is satisfied) or may otherwise be
freely traded without restriction. Throughout this Agreement, the holders of a
majority of Registrable Securities shall mean holders of a majority in
principal amount of the Registrable Securities.


 


“Registration Statement”
means any registration statement of the Company that covers any of the
Registrable Securities pursuant to the provisions of this Agreement, including
the Prospectus, amendments and supplements to such registration statement,
including post-effective amendments, all exhibits and all materials
incorporated by reference or explicitly deemed to be incorporated by reference
in such registration statement.


 


“Rule 144”
means Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by
the SEC.


 


“Rule 144A”
means Rule 144A under the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by
the SEC.


 


“SEC” means the
Securities and Exchange Commission.


 


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“Securities Act”
means the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the SEC thereunder.


 


“Shelf Registration
Statement” has the meaning set forth in Section 2(a).


 


“Special Counsel”
means such counsel as shall be specified by the Holders of a majority of all
Registrable Securities, but which may, with the written consent of the Purchasers
(which shall not be unreasonably withheld), be another nationally recognized
law firm experienced in securities law matters designated by the Company, the
reasonable fees and expenses of which will be paid by the Company pursuant to Section 5.


 


“Subsequent Shelf
Registration Statement” has the meaning set forth in Section 2(b).


 


“Trustee” means U.S.
Bank National Association, the trustee under the Indenture.


 


“Underwritten Holders”
has the meaning set forth in Section 8(a).


 


SECTION 2.  Shelf Registration.  (a)  The Company
agrees that if:


 


(i)            On August 5, 2009 any Registrable Securities are held by
any Person other than an Affiliate of the Company;


 


(ii)           At any time after August 5, 2009 the conditions set forth in paragraph
(c)(1) of Rule 144 are not satisfied with respect to the Securities;
or


 


(iii)          A Holder of Registrable Securities, on and
after August 5, 2009 and at any time prior to the maturity
of such Registrable Securities, that is an Affiliate of the Company, requests;


 


the Company shall use its
commercially reasonable efforts to file a Registration Statement for the
registration of, and the sale on a continuous or delayed basis by the Holders
of, all of the Registrable Securities pursuant to Rule 415 or any similar rule that
may be adopted by the SEC (a “Shelf Registration
Statement”), registering the resale from time to time by Holders
thereof of all the Registrable Securities (the “Initial
Shelf Registration Statement”), and use its best efforts to cause
the Shelf Registration Statement to become or be declared effective under the
Securities Act, (x) no later than September 3, 2009 in the case of
clause (i) above, (y) as soon as practicable in the case of clause (ii) above
and (z) by the 60th day after the date of receipt of notice requesting
registration from a Notice Holder but not before the six-month anniversary of
the last date of original issuance of the Notes, in the case of clause (iii) above,
each such date, an “Effectiveness Deadline
Date.”  The Initial Shelf
Registration Statement shall be on Form S-3 or another appropriate form
permitting registration of such Registrable Securities for resale by such
Holders in accordance with the methods of distribution elected by the Holders
and set forth in the Initial Shelf Registration Statement.  At the time the Initial Shelf Registration
Statement is declared effective, each Holder that became a Notice Holder on or
prior to the date five (5) Business Days prior to such time of
effectiveness shall be named as a selling securityholder in the Initial Shelf
Registration Statement and the related Prospectus in such a manner as to permit
such Holder to deliver such Prospectus to purchasers of Registrable Securities
in accordance with applicable law.


 


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None of the Company’s
security holders (other than the Holders of Registrable Securities) shall have
the right to include any of the Company’s securities in the Shelf Registration
Statement.


 


(b)           The Company agrees to use its commercially
reasonable efforts to keep such Initial Shelf Registration Statement (or any
Subsequent Registration Statement) continuously effective, subject to Section 3(h),
(A) with respect to a Shelf Registration Statement filed in accordance
with Sections 2(a)(i) and 2(a)(ii), until the earliest of: (x) one
year from the last date of original issuance of the Notes; (y) the date by
which all Registrable Securities have been sold pursuant to the Shelf
Registration Statement; and (z) such date as each of the Registrable
Securities covered by the Shelf Registration Statement ceases to be a
Registrable Security; or (B) with respect to a Shelf Registration
Statement filed in accordance with Sections 2(a)(iii), until the earlier of: (x) the
date by which all Registrable Securities have been sold pursuant to the Shelf
Registration Statement; and (y) such date as each of the Registrable
Securities covered by the Shelf Registration Statement ceases to be a
Registrable Security (the “Effectiveness Period”).  If the Initial Shelf Registration Statement
or any Subsequent Shelf Registration Statement ceases to be effective for any
reason at any time during the Effectiveness Period, the Company shall use its
reasonable efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within forty-five (45) days of
such cessation of effectiveness amend the Shelf Registration Statement in a
manner reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf Registration Statement (a “Subsequent Shelf Registration Statement”) covering all the
securities that as of the date of such filing are Registrable Securities.  If a Subsequent Shelf Registration Statement
is filed, the Company shall use its commercially reasonable efforts to cause
the Subsequent Shelf Registration Statement to become effective as promptly as
is practicable after such filing.


 


(c)           The Company shall supplement and amend the
Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or as otherwise required by the Securities Act or
as necessary to name a Notice Holder as a selling securityholder pursuant to Section 2(d).


 


(d)           Each Holder agrees that if such Holder wishes
to sell Registrable Securities pursuant to a Shelf Registration Statement and
related Prospectus, it will do so only in accordance with this Section 2(d),
Section 3(h), and Section 4. 
Following the date that the Initial Shelf Registration Statement becomes
or is declared effective, each Holder wishing to sell Registrable Securities
pursuant to a Shelf Registration Statement and related Prospectus agrees to
deliver a Notice and Questionnaire to the Company at least five (5) Business
Days prior to any intended distribution of Registrable Securities under the
Shelf Registration Statement.  Each Holder
who elects to sell Registrable Securities pursuant to a Shelf Registration
Statement agrees that, by submitting a Notice and Questionnaire to the Company,
it will be bound by the terms and conditions of the Notice and Questionnaire
and this Agreement.  From and after the
date the Initial Shelf Registration Statement becomes or is declared effective,
the Company shall, as promptly as practicable after the date a Notice and
Questionnaire is delivered pursuant to Section 9(c), and in any event upon
the later of (x) fifteen (15) Business Days after such date or (y) fifteen
(15) Business Days after the expiration of any Deferral Period that is in
effect when the Notice and Questionnaire is delivered or that is put into
effect within fifteen (15) Business Days of such delivery date:


 


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(i)            if required by applicable law, file with the
SEC a post-effective amendment to the Shelf Registration Statement or prepare
and, if required by applicable law, file a supplement to the related Prospectus
or a supplement or amendment to any document incorporated therein by reference
or file any other required document so that the Holder delivering such Notice
and Questionnaire is named as a selling securityholder in the Shelf Registration
Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of the Registrable Securities in
accordance with applicable law and, if the Company shall file a post-effective
amendment to the Shelf Registration Statement, use its reasonable efforts to
cause such post-effective amendment to be declared effective under the
Securities Act as promptly as is practicable, but in any event by the date (the
“Amendment Effectiveness Deadline Date”)
that is sixty (60) days after the date such post-effective amendment is
required by this clause to be filed; and


 


(ii)           provide such Holder copies of any documents
filed pursuant to Section 2(d)(i); provided that
if such Notice and Questionnaire is delivered during a Deferral Period, the
Company shall so inform the Holder delivering such Notice and
Questionnaire.  The Company shall notify
such Holder as promptly as practicable after the effectiveness under the
Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i).  Notwithstanding anything contained herein to
the contrary, (i) the Company shall be under no obligation to name any
Holder that is not a Notice Holder as a selling securityholder in any
Registration Statement or related Prospectus and (ii) the Amendment
Effectiveness Deadline Date shall be extended by up to ten (10) Business
Days from the expiration of a Deferral Period if such Deferral Period shall be
in effect on the Amendment Effectiveness Deadline Date.


 


(e)           The Trustee shall be entitled, on behalf of
Holders, to seek any available remedy for the enforcement of this
Agreement.  Nothing shall preclude a
Notice Holder or Holder from pursuing or obtaining specific performance or
other equitable relief with respect to this Agreement.


 


SECTION 3.  Registration Procedures.  In connection with the registration
obligations of the Company under Section 2, during the Effectiveness
Period, the Company shall:


 


(a)           Prepare and file with the SEC a Shelf
Registration Statement or Shelf Registration Statements on any appropriate form
under the Securities Act available for the sale of the Registrable Securities
by the Holders thereof in accordance with the intended method or methods of
distribution thereof, and use its commercially reasonable efforts to cause each
such Shelf Registration Statement to become effective and remain effective as
provided herein; provided that before filing any
Shelf Registration Statement or Prospectus or any amendments or supplements
thereto with the SEC (but excluding reports filed with the SEC under the
Exchange Act), furnish to the Purchasers and the Special Counsel, if any,
copies of all such documents proposed to be filed at least three (3) Business
Days prior to the filing of such Shelf Registration Statement or amendment
thereto or Prospectus or supplement thereto, or such shorter period as may be
agreed upon by the Purchasers and the Special Counsel.


 


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(b)           Subject to Section 3(h), prepare and
file with the SEC such amendments and post-effective amendments to each Shelf
Registration Statement as may be necessary to keep such Shelf Registration
Statement continuously effective for the applicable period specified in Section 2(b);
cause the related Prospectus to be supplemented by any required prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 (or
any similar provisions then in force) under the Securities Act; and use its
reasonable efforts to comply with the provisions of the Securities Act
applicable to it with respect to the disposition of all securities covered by
such Shelf Registration Statement during the Effectiveness Period in accordance
with the intended methods of disposition by the sellers thereof set forth in
such Shelf Registration Statement as so amended or such Prospectus as so
supplemented.


 


(c)           As promptly as practicable give notice to the
Notice Holders, the Purchasers and the Special Counsel, if any (i) when
any Prospectus, prospectus supplement, Registration Statement or post-effective
amendment to a Registration Statement has been filed with the SEC and, with
respect to a Shelf Registration Statement or any post-effective amendment, when
the same has been declared effective, (ii) of any request, following the
effectiveness of the Initial Shelf Registration Statement under the Securities
Act, by the SEC or any other federal or state governmental authority for
amendments or supplements to any Shelf Registration Statement or related
Prospectus or for additional information relating to the Shelf Registration
Statement, (iii) of the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of any
Shelf Registration Statement or the initiation or threatening of any
proceedings for that purpose, (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, (v) of the occurrence of, but not the nature of or details
concerning, a Material Event (as defined below) and (vi) of the
determination by the Company that a post-effective amendment to a Shelf
Registration Statement will be filed with the SEC, which notice may, at the
discretion of the Company (or as required pursuant to Section 3(h)), state
that it constitutes a Deferral Notice, in which event the provisions of Section 3(h) shall
apply.


 


(d)           Use its reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of a Shelf Registration
Statement or the lifting of any suspension of the qualification (or exemption
from qualification) of any of the Registrable Securities for sale in any
jurisdiction in which they have been qualified for sale, in either case at the
earliest possible moment, and provide immediate notice to each Notice Holder
and the Purchasers of the withdrawal of any such order.


 


(e)           As promptly as practicable furnish to each
Notice Holder, the Special Counsel, if any, and the Purchasers, upon request
and without charge, at least one (1) conformed copy of the Registration
Statement and any amendment thereto, including exhibits and, if requested, all
documents incorporated or deemed to be incorporated therein by reference.


 


(f)            Deliver to each Notice Holder, the Special
Counsel, if any, and the Purchasers, in connection with any sale of Registrable
Securities pursuant to a Registration Statement, without charge, as many copies
of the Prospectus relating to such Registrable Securities (including each
preliminary prospectus) and any amendment or supplement thereto as such persons
may reasonably request; and the Company hereby consents (except during such
periods 


 


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that a Deferral Notice is outstanding and has
not been revoked) to the use of such Prospectus or each amendment or supplement
thereto by each Notice Holder in connection with any offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or
supplement thereto in the manner set forth therein.


 


(g)           Prior to any public offering of the
Registrable Securities pursuant to a Shelf Registration Statement, use its
reasonable efforts to register or qualify or cooperate with the Notice Holders
and the Special Counsel, if any, in connection with the registration or
qualification (or exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Notice Holder reasonably requests
in writing (which request may be included in the Notice and Questionnaire);
prior to any public offering of the Registrable Securities pursuant to the
Shelf Registration Statement, use its reasonable efforts to keep each such
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period in connection with such Notice Holder’s offer and sale of
Registrable Securities pursuant to such registration or qualification (or
exemption therefrom) and do any and all other acts or things reasonably
necessary or advisable to enable the disposition in such jurisdictions of such
Registrable Securities in the manner set forth in the relevant Shelf
Registration Statement and the related Prospectus; provided
that the Company will not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would not
otherwise be required to qualify but for this Agreement or (ii) take any
action that would subject it to general service of process in suits or to
taxation in any such jurisdiction where it is not then so subject.


 


(h)           Upon (A) the issuance by the SEC of a
stop order suspending the effectiveness of any Shelf Registration Statement or
the initiation of proceedings with respect to any Shelf Registration Statement
under Section 8(d) or 8(e) of the Securities Act, (B) the
occurrence of any event or the existence of any fact (a “Material
Event”) as a result of which any Shelf Registration Statement shall
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, or any Prospectus shall contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (C) the occurrence or
existence of any pending corporate development that, in the reasonable
discretion of the Company, makes it appropriate to suspend the availability of
any Shelf Registration Statement and the related Prospectus:


 


(i)            in the case of clause (B) above, subject
to the next sentence, as promptly as practicable prepare and file, if necessary
pursuant to applicable law, a post-effective amendment to such Shelf
Registration Statement or a supplement to the related Prospectus or any
document incorporated therein by reference or file any other required document
that would be incorporated by reference into such Shelf Registration Statement
and Prospectus so that such Shelf Registration Statement does not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading, and such Prospectus does not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, as thereafter delivered to the
purchasers of the 


 


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Registrable
Securities being sold thereunder, and, in the case of a post-effective
amendment to a Shelf Registration Statement, subject to the next sentence, use
its reasonable efforts to cause it to be declared effective as promptly as is
practicable, and


 


(ii)           give notice to the Notice Holders and the
Special Counsel, if any, that the availability of the Shelf Registration
Statement is suspended (a “Deferral Notice”)
and, upon receipt of any Deferral Notice, each Notice Holder agrees not to sell
any Registrable Securities pursuant to the Shelf Registration Statement until
such Notice Holder’s receipt of copies of the supplemented or amended
Prospectus provided for in clause (i) above, or until it is advised in
writing by the Company that the Prospectus may be used, and has received copies
of any additional or supplemental filings that are incorporated or deemed
incorporated by reference in such Prospectus.


 


The Company will use its reasonable efforts
to ensure that the use of the Prospectus may be resumed (x) in the case of
clause (A) above, as promptly as is practicable, (y) in the case of
clause (B) above, as soon as, in the sole judgment of the Company, public
disclosure of such Material Event would not be prejudicial to or contrary to
the interests of the Company or, if necessary to avoid unreasonable burden or
expense, as soon as practicable thereafter, and (z) in the case of clause (C) above,
as soon as, in the reasonable discretion of the Company, such suspension is no
longer appropriate.  The Company shall be
entitled to exercise its right under this Section 3(h) to suspend the
availability of any Shelf Registration Statement or any Prospectus (the “Deferral Period”); provided that
the aggregate duration of any Deferral Periods shall not exceed 45 days in any
three month period or 120 days in any twelve (12) month period. Notwithstanding
the foregoing, in the case of any Material Events relating to any possible
acquisitions or financings, recapitalizations, business combinations or other
similar material transactions involving the Company, the Company may suspend
the availability of the Shelf Registration Statement for up to an aggregate of
180 days in any twelve (12) month period (with no limitation on the aggregate
duration of any such Deferral Period in any three-month period).


 


(i)            If reasonably requested in writing in
connection with a disposition of Registrable Securities pursuant to a Shelf
Registration Statement, make reasonably available for inspection during normal
business hours by a representative for the Notice Holders of such Registrable
Securities, any broker-dealers, underwriters, attorneys and accountants
retained by such Notice Holders, and any attorneys or other agents retained by
a broker-dealer or underwriter engaged by such Notice Holders, all relevant
financial and other records and pertinent corporate documents and properties of
the Company and its subsidiaries, and cause the appropriate officers, directors
and employees of the Company and its subsidiaries to make reasonably available
for inspection during normal business hours on reasonable notice all relevant
information reasonably requested by such representative for the Notice Holders,
or any such broker-dealers, underwriters, attorneys or accountants in connection
with such disposition, in each case as is customary for similar “due diligence”
examinations, other than those subject to an attorney-client or other privilege;
provided that such persons shall first
agree in writing with the Company that any information provided by or on behalf
of the Company shall be kept confidential by such persons and shall be used
solely for the purposes of exercising rights under this Agreement, unless (i) disclosure
of such information is required by court or administrative order or is
necessary to respond to inquiries of regulatory authorities, (ii) disclosure
of such information is required by law (including any disclosure requirements
pursuant to federal securities laws in connection with the 


 


8

















 


filing of any Shelf Registration Statement or
the use of any Prospectus referred to in this Agreement), (iii) such
information becomes generally available to the public other than as a result of
a disclosure or failure to safeguard by any such person or (iv) such
information becomes available to any such person from a source other than the
Company and such source is not bound by a confidentiality agreement; and provided further that the foregoing inspection and
information gathering shall, to the greatest extent possible, be coordinated on
behalf of all the Notice Holders and the other parties entitled thereto by the Special
Counsel, if any, or another representative selected by a majority of
Registrable Securities being sold by such Holders pursuant to such Shelf
Registration Statement.  Any person
legally compelled or required by administrative or court order or by a
regulatory authority to disclose any such confidential information made available
for inspection shall provide the Company with prompt prior written notice of
such requirement so that the Company may seek a protective order or other
appropriate remedy.


 


(j)            Comply with all applicable rules and
regulations of the SEC and make generally available to its securityholders earnings
statements (which need not be audited) satisfying the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) for a 12-month period commencing on the first day of
the first fiscal quarter of the Company commencing after the effective date of
a Shelf Registration Statement, which statements shall be made available no
later than 45 days after the end of the 12-month period or 90 days if the
12-month period coincides with the fiscal year of the Company. Compliance with
all applicable rules and regulations of the SEC satisfies the Company’s
obligation to provide such earnings statement if the Company is then a
reporting company subject to Section 13 or 15(d) of the Exchange Act.


 


(k)           Cooperate with each Notice Holder to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities sold or to be sold pursuant to a Shelf Registration
Statement, which certificates shall not bear any restrictive legends, and cause
such Registrable Securities to be in such denominations as are permitted by the
Indenture and registered in such names as such Notice Holder may request in
writing at least two (2) Business Days prior to any sale of such
Registrable Securities.


 


(l)            Provide a CUSIP number for all Registrable
Securities covered by each Shelf Registration Statement not later than the
effective date of such Shelf Registration Statement and, if requested, provide
the Trustee with printed certificates for the Registrable Securities that are
in a form eligible for deposit with The Depository Trust Company.


 


(m)          Cooperate and assist in any necessary filings
required to be made with the Financial Industry Regulatory Authority (“FINRA”).


 


(n)           In the case of a Shelf Registration Statement
involving an underwritten offering, the Company shall enter into such customary
agreements (including, if requested, an underwriting agreement in reasonably
customary form) and take all such other action, if any, as Holders of a majority
of the Registrable Securities being sold or any managing underwriters
reasonably shall request in order to facilitate any disposition of Notes
pursuant to such Shelf Registration Statement, including, without limitation, (i) using
its reasonable efforts to cause its counsel to deliver an opinion or opinions
in reasonably customary form, (ii) using its reasonable efforts to cause
its officers to execute and deliver all customary documents and certificates
and (iii) 


 


9

















 


using its reasonable efforts to cause its
independent public accountants to provide a comfort letter or letters in
reasonably customary form.


 


(o)           Cause the Indenture to be qualified under the
Trust Indenture Act in a manner prescribed by the Trust Indenture Act and shall
enter into any necessary supplemental indentures in connection therewith.


 


(p)           Upon (i) the filing of the Initial Shelf
Registration Statement and (ii) the effectiveness of the Initial Shelf
Registration Statement, announce the same, in each case by release to Reuters
Economic Services and Bloomberg Business News.


 


(q)           Enter into such customary agreements and take
such other reasonable and lawful actions in connection therewith (including
those reasonably requested by Holders of a majority of the Registrable
Securities) in order to expedite or facilitate disposition of such Registrable
Securities.


 


SECTION 4.  Holder’s Obligations.  Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder shall be entitled to sell any of such
Registrable Securities pursuant to a Registration Statement or to receive a
Prospectus relating thereto unless such Holder has furnished the Company with a
Notice and Questionnaire as required pursuant to Section 2(d) hereof
(including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence.  Each Notice Holder agrees promptly to furnish
to the Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Notice Holder not
misleading and any other information regarding such Notice Holder and the
distribution of such Registrable Securities as the Company may from time to
time reasonably request.  Any sale of any
Registrable Securities by any Holder shall constitute a representation and
warranty by such Holder that the information relating to such Holder and its
plan of distribution is as set forth in the Prospectus delivered by such Holder
in connection with such disposition, that such Prospectus does not as of the
time of such sale contain any untrue statement of a material fact relating to
or provided by such Holder or its plan of distribution and that such Prospectus
does not as of the time of such sale omit to state any material fact relating
to or provided by such Holder or its plan of distribution necessary to make the
statements in such Prospectus, in the light of the circumstances under which
they were made, not misleading.  Each
Holder further agrees, by acquiring Registrable Securities, that it will not, without
the prior written consent of the Company, which consent shall not be
unreasonably withheld or delayed, take any action that would result in the
Company being required to file with the SEC under Rule 433(d) a free
writing prospectus (as defined in Rule 405 under the Securities Act)
prepared by or on behalf of such Holder that otherwise would not be required to
be filed by the Company thereunder but for the action of such Holder.


 


Each Holder agrees by acquisition of any Registrable
Securities that, upon actual receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(c)(ii), 3(c)(iii),
3(c)(iv), 3(c)(v) or 3(c)(vi) hereof, or of a Deferral Period pursuant
to Section 3(h) hereof, such Holder will forthwith discontinue
disposition of such Registrable Securities covered by such Registration
Statement or Prospectus pursuant to such Registration Statement or Prospectus
until such Holder’s receipt of the copies of the supplemented or amended
Registration Statement or Prospectus contemplated by Section 3(h)(i) hereof,
or until it is advised in writing by 


 


10

















 


the Company that the use of the applicable Registration
Statement or Prospectus may be resumed, and has received copies or any
amendments or supplements thereto. Notwithstanding anything to the contrary
contained herein, the Company shall not have any liability for any incremental
expenses incurred as a result of an underwritten offering of any Registrable
Securities.


 


SECTION 5.  Registration Expenses.  The Company shall bear all fees and expenses
incurred in connection with the performance by the Company of its obligations
under Sections 2 and 3 of this Agreement whether or not any Shelf Registration
Statement becomes or is declared effective. 
Such fees and expenses shall include, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses
of compliance with federal and state securities or Blue Sky laws), (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Securities in a form eligible for deposit with The Depository Trust
Company), (iii) duplication expenses relating to copies of any Shelf
Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees
and disbursements of counsel for the Company in connection with any Shelf
Registration Statement, (v) reasonable fees and disbursements of the
Trustee and its counsel and (vi) any Securities Act liability insurance
obtained by the Company in its sole discretion. 
In addition, the Company shall pay the internal expenses of the Company
(including, without limitation, all salaries and expenses of officers and
employees performing legal or accounting duties), the expense of any annual
audit and the fees and expenses of any person, including special experts,
retained by the Company.  Notwithstanding
the provisions of this Section 5, each seller of Registrable Securities
shall pay selling expenses, including any underwriting discount and
commissions, all registration expenses to the extent required by applicable law
and, except as otherwise provided herein, fees and expenses of counsel to such
seller and the Company shall not have any liability for any incremental
expenses incurred as a result of an underwritten offering of any Registrable
Securities.


 


SECTION 6.  Indemnification and Contribution
by the Company.  Upon
the registration of the Registrable Securities pursuant to Section 2, the
Company shall  indemnify and hold
harmless each Notice Holder and each underwriter, selling agent or other
securities professional, if any, which facilitates the disposition of
Registrable Securities, and each of their respective officers and directors and
each person who controls such Notice Holder, underwriter, selling agent or
other securities professional within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act against any losses, claims,
damages or liabilities, joint or several, to which such person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in any Shelf Registration Statement under which such Registrable
Securities are to be registered under the Securities Act, or any Prospectus
contained therein or furnished by the Company to any such person, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and the Company
hereby agrees to reimburse such person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable to any such person in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such Shelf Registration Statement or Prospectus, or
amendment or supplement, in reliance upon and in conformity with written 


 


11

















 


information
furnished to the Company by any Notice Holder, underwriter, selling agent or
other securities professional expressly for use therein.


 


(b)           Indemnification by the Notice
Holders and any Agents and Underwriters.  Each Notice Holder agrees, as a
consequence of the inclusion of any of such Notice Holder’s Registrable
Securities in such Shelf Registration Statement, and each underwriter, selling
agent or other securities professional, if any, which facilitates the
disposition of Registrable Securities shall agree, as a consequence of
facilitating such disposition of Registrable Securities, severally and not
jointly, to (i) indemnify and hold harmless the Company, its directors,
officers who sign any Shelf Registration Statement and each person, if any, who
controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, or any other
Holder, to the same extent as the foregoing indemnity from the Company to such
Holder, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in such Registration
Statement or Prospectus or amendment or supplement thereto, against any losses, claims, damages or
liabilities to which the Company or such other persons may become subject,
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
an untrue statement or alleged untrue statement of a material fact contained in
such Shelf Registration Statement or Prospectus, or any amendment or
supplement, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by such Notice Holder,
underwriter, selling agent or other securities professional expressly for use
therein, and (ii) reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred. In connection
with any underwritten offering pursuant to Section 8, each Holder will
also indemnify the underwriters, if any, their officers and directors and each
person who controls such underwriters (within the meaning of the Securities Act
and the Exchange Act) to the same extent as provided herein with respect to the
indemnification of the Company, if requested in connection with any
Registration Statement.


 


(c)           Conduct of Indemnification
Proceedings.  In case any
proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to Section 6(a) or
6(b), such person (the “Indemnified Party”)
shall promptly notify the person against whom such indemnity may be sought (the
“Indemnifying Party”) in writing and the
Indemnifying Party, upon request of the Indemnified Party, shall retain counsel
reasonably satisfactory to the Indemnified Party to represent the Indemnified
Party and any others the Indemnifying Party may designate in such proceeding
and shall pay the reasonable fees and disbursements of such counsel related to
such proceeding.  In any such proceeding,
any Indemnified Party shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such Indemnified
Party unless (i) the Indemnifying Party and the Indemnified Party shall
have mutually agreed to the retention of such counsel or (ii) the named
parties to any such proceeding (including any impleaded parties) include both
the Indemnifying Party and the Indemnified Party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them.  It is
understood that the Indemnifying Party shall not, in respect of the legal
expenses of any


 


12

















 


Indemnified Party in connection
with any proceeding or related proceedings in the same jurisdiction, be liable
for the fees and expenses of more than one separate firm (in addition to any
local counsel) for all such Indemnified Parties and that all such fees and
expenses shall be reimbursed as they are incurred.  Such firm shall be designated in writing by,
in the case of parties indemnified pursuant to Section 6(a), the Holders
of a majority of the Registrable Securities covered by the Registration
Statement that are Indemnified Parties pursuant to Section 6(a) and,
in the case of parties indemnified pursuant to Section 6(b), the
Company.  The Indemnifying Party shall
not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party
from and against any loss or liability by reason of such settlement or
judgment.  No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any
settlement of any pending or threatened proceeding in respect of which any Indemnified
Party is or could have been a party and indemnity could have been sought
hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such proceeding.


 


(d)           Contribution.  To the extent that the indemnification
provided for in Section 6(a) or 6(b) is unavailable to an
Indemnified Party or insufficient in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Party under such
paragraph, in lieu of indemnifying such Indemnified Party thereunder, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Indemnifying
Party or Parties on the one hand and the Indemnified Party or Parties on the
other hand or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Indemnifying Party or Parties on the one hand
and of the Indemnified Party or Parties on the other hand in connection with
the statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations.  The relative fault of the Holders on the one
hand and the Company on the other hand shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Holders or by the Company, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. 
The Holders’ respective obligations to contribute pursuant to this Section 6
are several in proportion to the respective number of Registrable Securities
they have sold pursuant to a Registration Statement, and not joint.


 


The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 6(d) were
determined by any method of allocation that does not take into account the
equitable considerations referred to in the immediately preceding
paragraph.  The amount paid or payable by
an Indemnified Party as a result of the losses, claims, damages or liabilities
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating
or defending any such action or claim. 
Notwithstanding this Section 6, no Indemnifying Party that is a
selling Holder shall be required to contribute any amount in excess of the
amount by which the total price at which the Registrable Securities sold by it
and distributed to the public were offered to the public exceeds the amount of
any damages that such 


 


13

















 


Indemnifying Party has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 
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 such fraudulent misrepresentation.


 


(e)           The remedies provided for in this Section 6
are not exclusive and shall not limit any rights or remedies which may otherwise
be available to an Indemnified Party at law or in equity, hereunder, under the
Purchase Agreement or otherwise.


 


(f)            The indemnity and contribution
provisions contained in this Section 6 shall remain operative and in full
force and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Holder, any person controlling any
Holder or any affiliate of any Holder or by or on behalf of the Company, its
officers or directors or any person controlling the Company and (iii) the
sale of any Registrable Securities by any Holder.


 


14

















 


SECTION 7.  Information Requirements.  The Company covenants that, if at any time
before the end of the Effectiveness Period the Company is not subject to the
reporting requirements of the Exchange Act, it will cooperate with any Holder
and take such further reasonable action as any Holder may reasonably request in
writing (including, without limitation, making such reasonable representations
as any such Holder may reasonably request), all to the extent required from
time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 and Rule 144A under the Securities Act and
customarily taken in connection with sales pursuant to such exemptions.  Upon the written request of any Holder, the
Company shall deliver to such Holder a written statement as to whether it has
complied with such filing requirements, unless such a statement has been
included in the Company’s most recent report filed pursuant to Section 13
or Section 15(d) of Exchange Act. 
Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company to register any of its securities under any
section of the Exchange Act.


 


SECTION 8.  Underwritten Registrations.  The Holders of Registrable Securities covered
by a Shelf Registration Statement who desire to do so may sell such Registrable
Securities to an underwriter in an underwritten offering for reoffering to the
public (the “Underwritten Holders”), subject to
the consent of the Company (which shall not be unreasonably withheld or
delayed).  If any of the Registrable
Securities covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be selected by the Company
and the Holders of a majority of such Registrable Securities included in such
offering, and such Holders shall be responsible for all underwriting
commissions and discounts and any transfer taxes in connection therewith.  No person may participate in any underwritten
registration hereunder unless such person (i) agrees to sell such person’s
Registrable Securities on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.


 


If the managing underwriter(s) for such
underwritten offering advises the Company and the representative for the Underwritten
Holders that the amount of Registrable Securities requested to be included
therein exceeds the amount of Registrable Securities that can be sold in such
underwritten offering or that the amount of Registrable Securities proposed to
be included in any such underwritten offering would materially and adversely
affect the price of the Company’s Notes to be sold in such underwritten
offering, the amount of Registrable Securities to be included in such
underwritten offering shall be the amount of Registrable Securities which in
the opinion of such managing underwriter(s) can be sold.  If the amount which can be sold is less than
the amount of Registrable Securities requested to be included in such
underwritten offering, any securities to be sold by the Underwritten Holders
shall be reduced pro rata on the basis of the amount requested to be registered
by such Underwritten Holders or as such Underwritten Holders may otherwise
agree.


 


15
















 


SECTION 9.  Miscellaneous.


 


(a)                                  No Conflicting Agreements.  The
Company is not, as of the date hereof, a party to, nor shall it, on or after
the date of this Agreement, enter into, any agreement with respect to its
securities that conflicts with the rights granted to the Holders in this
Agreement.  The Company represents and
warrants that the rights granted to the Holders hereunder do not in any way
conflict with the rights granted to the holders of the Company’s securities
under any other agreements.


 


(b)                                 Amendments and Waivers.  The
provisions of this Agreement, including the provisions of this sentence, may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, unless the Company has obtained
the written consent of Holders of a majority of Registrable Securities.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders may be given by Holders of at least a
majority of the Registrable Securities being sold by such Holders pursuant to
such Registration Statement; provided that
the provisions of this sentence may not be amended, modified or supplemented
except in accordance with the provisions of the immediately preceding sentence.
Notwithstanding the foregoing sentence, this Agreement may be amended by
written agreement signed by the Company and the Purchasers, without the consent
of the Holders of Registrable Securities, to cure any ambiguity or to correct
or supplement any provision contained herein that may be defective or
inconsistent with any other provision contained herein, or to make such other
provisions in regard to matters or questions arising under this Agreement that
shall not adversely affect the interests of the Holders of Registrable
Securities.  Each Holder of Registrable
Securities outstanding at the time of any such amendment, modification,
supplement, waiver or consent or thereafter shall be bound by any such
amendment, modification, supplement, waiver or consent effected pursuant to
this Section 9(b), whether or not any notice, writing or marking
indicating such amendment, modification, supplement, waiver or consent appears
on the Registrable Securities or is delivered to such Holder.


 


(c)                                  Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand delivery, by telecopier, by courier guaranteeing
overnight delivery or by first-class mail, return receipt requested, and shall
be deemed given (i) when made, if made by hand delivery, (ii) upon
confirmation, if made by facsimile, (iii) one (1) Business Day after
being deposited with such courier, if made by overnight courier or (iv) on
the date indicated on the notice of receipt, if made by first-class mail, to
the parties as follows:


 


(i)                                     if to a Holder, at the most current address
given by such Holder to the Company in a Notice and Questionnaire or any
amendment thereto;


 


(ii)                                  if to the Company, to:


 


Sealed
Air Corporation,


200
Riverfront Boulevard,


Elmwood
Park, New Jersey 07407


Attention:
General Counsel and Secretary


Fax:
(201) 703-4219


 


16

















 


with
a copy to:


 


Skadden,
Arps, Slate, Meagher & Flom LLP


Four
Times Square


New
York, New York 10036


Attention:  Robert Chilstrom, Esq.


Fax:  (212) 735-2000


 


(iii)                               if to the respective Purchasers, to:


 


Davis
Selected Advisers, L.P.,


2949
East Elvira Road, Suite 101,


Tucson,
AZ 85756,


Telephone
number: (520) 434-3771,


Facsimile
number: (520) 434-3770,


Attention:
Thomas Tays, Chief Legal Officer


 


and


 


Geico
Indemnity Company


c/o
Berkshire Hathaway Inc.


1440
Kiewit Plaza


Omaha,
NE  68131


Telephone
number: (402) 978-5429,


Facsimile
number: (402) 346 3375,


Attention:
Mark D. Millard


 


17

















 


and


 


General
Re Life Corporation


c/o
Berkshire Hathaway Inc.


1440
Kiewit Plaza


Omaha,
NE  68131


Telephone
number: (402) 978-5429,


Facsimile
number: (402) 346 3375,


Attention:
Mark D. Millard


 


or to such other address as such person may
have furnished to the other persons identified in this Section 9(c) in
writing in accordance herewith.


 


(d)                                 Approval of Holders. 
Whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by
the Company or its Subsidiaries shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage; provided, however, that
this Section 9(d) shall not apply to any consent, modification,
amendment or waiver of any provision of this agreement which would only affect
the rights or remedies of the Company or its Subsidiaries as Holders of
Registrable Securities and which would not adversely affect the rights or
remedies of any Holder of Registrable Securities other than the Company or its
Subsidiaries.


 


(e)                                  Successors and Assigns.  Any
person who purchases any Registrable Securities from the Purchasers shall be
deemed, for purposes of this Agreement, to be an assignee of the
Purchasers.  This Agreement shall inure
to the benefit of and be binding upon the successors and assigns of each of the
parties and shall inure to the benefit of and be binding upon each Holder of
any Registrable Securities, provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Indenture. 
If any transferee of any Holder shall acquire Registrable Securities, in
any manner, whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Registrable Securities, such person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement and such person shall be entitled to
receive the benefits hereof.


 


(f)                                    Counterparts.  This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be original and all of which taken together shall constitute one and the
same agreement.


 


(g)                                 Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.


 


(h)                                 Governing Law.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


(i)                                     Severability.  If
any term, provision, covenant or restriction of this Agreement is held to be
invalid, illegal, void or unenforceable, the remainder of the terms,


 


18

















 


provisions, covenants and restrictions set
forth herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated thereby, and the parties hereto shall use
their reasonable efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term,
provision, covenant or restriction, it being intended that all of the rights
and privileges of the parties shall be enforceable to the fullest extent permitted
by law.


 


(j)                                     Entire Agreement.  This
Agreement is intended by the parties as a final expression of their agreement
and is intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and the registration rights granted by the Company with respect to the
Registrable Securities.  Except as
provided in the Note Purchase Agreement, the Indenture and the Notes, there are
no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein, with respect to the registration rights granted by
the Company with respect to the Registrable Securities.  This Agreement supersedes all prior agreements
and undertakings among the parties with respect to such registration
rights.  No party hereto shall have any
rights, duties or obligations other than those specifically set forth in this
Agreement, the Indenture and the Notes.


 


(k)                                  Termination.  This
Agreement and the obligations of the parties hereunder shall terminate upon the
later of (i) the end of the Effectiveness Period and (ii) the date on
which there are no Registrable Securities, except, in each case, for any
liabilities or obligations under Section 4, 5 or 6, each of which shall
remain in effect in accordance with its terms.


 


19

















 


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


 


 


	
   

  	
  SEALED
  AIR CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David H. Kelsey

  
	
   

  	
   

  	
  Name: David H. Kelsey

  
	
   

  	
   

  	
  Title: Senior Vice President and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  



 


 


	
  Confirmed and accepted as

  	
   

  
	
  of the date first above
  written:

  	
   

  
	
   

  	
   

  
	
  DAVIS SELECTED ADVISERS, L.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Thomas Tays

  	
   

  
	
  Name: Thomas Tays

  	
   

  
	
  Title: Chief Legal Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GENERAL RE LIFE CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark D. Millard

  	
   

  
	
  Name: Mark D. Millard

  	
   

  
	
  Title: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GEICO INDEMNITY COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark D. Millard

  	
   

  
	
  Name: Mark D. Millard

  	
   

  
	
  Title: Authorized
  Signatory