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Exhibit 10.14  


 
 

WAIVER TO
  GLOBAL REVOLVING CREDIT AGREEMENT (5-YEAR)    
    


        Waiver to Global Revolving Credit Agreement (5-Year) (the "Waiver") dated as of January 22,
2003 among Sealed Air Corporation (the "Company"), the Subsidiary Borrowers party hereto, the Subsidiary Guarantors party hereto, the Banks party
hereto, and ABN AMRO Bank N.V., as Administrative Agent; 


W I T N E S S E T H:  


        Whereas, the Company and the Subsidiary Borrowers, the Guarantors, the Banks and ABN AMRO Bank N.V., as Administrative Agent, have heretofore executed and
delivered a Global Revolving Credit Agreement (5-Year) dated as of March 30, 1998 (as amended, the "Credit Agreement"); 


        Whereas,
the Company has informed the Banks that due to a settlement of various asbestos related claims against the Company it expects to recognize a non-cash charge during
the fiscal quarter ended December 31, 2002 of approximately $850,000,000; and 


        Whereas,
as a result of such non-cash charge, the Company expects that it will fail to meet the Interest Coverage Ratio and Leverage Ratio set forth in Sections 8.01 and
8.02, respectively, of the Credit Agreement; 


        Now,
therefore, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 


        1.    For
purposes of calculating EBITDA for the Test Period ending December 31, 2002 consolidated net income of the Company and its Subsidiaries for such period shall
be adjusted by adding thereto any
non-cash charges incurred by the Company in connection with the settlement of asbestos related claims against the Company to the extent such amounts do not exceed $850,000,000. 



        2.    This
Waiver shall become effective on the date the Administrative Agent shall have received (i) counterparts hereof executed by the Borrowers, the Guarantors and
the Required Banks (or, in the case of any party as to which an executed counterpart hereof shall not have been received, receipt by the Administrative Agent in form satisfactory to it of facsimile or
other written confirmation from such party of execution of a counterpart hereof by such party) and (ii) from the Company, for the account of each Bank (a "Consenting
Bank") that has evidenced its agreement hereto as provided in clause (i) above by 5:00 p.m. (New York time) on January 22, 2003, a waiver fee equal to 2.5
basis points (0.025%) on the aggregate of such Consenting Bank's Commitment. 





 

        3.1.    To
induce the Administrative Agent and the Banks to executed this Waiver, each Borrower and Guarantor represents and warrants to the Administrative Agent and the Banks
that: (a) the representations and warranties contained in the Credit Documents, after giving effect to this Waiver (other than Section 6.05 of the Credit Agreement), are true and correct
in all material respects as of the date hereof with the same effect as though made on the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as
of a specified date shall be required to be true and correct in all material respects only as of such specified date); (b) after giving effect to this Waiver, no Default exists; (c) this
Waiver has been duly authorized by all necessary corporate proceedings and duly executed and delivered by each Borrower and each Guarantor, and the Credit Agreement, and each of the other Credit
Documents are the legal, valid and binding obligations of the applicable Borrower or Guarantor, enforceable against such Borrower or Guarantor in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity; and
(d) no consent, approval, authorization, order, registration or qualification with any governmental authority is required for, and in the absence of which would adversely effect, the
performance by any Borrower or any Guarantor of the Credit Agreement, or any other Credit Document to which they are party. 


        3.2.    This
Waiver may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same Waiver. 


        3.3.    Except
as specifically provided above, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed
in all respects. The execution, delivery, and effectiveness of this Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of the Agent or any Bank
under the Credit Agreement or any of the other Credit Documents, nor constitute a waiver or modification of any provision of any of the other Credit Documents. 


        3.4.    All
defined terms used herein and not defined herein have the same meanings herein as in the Credit Agreement. 


        3.5.    This
Waiver and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the law of the State of New York. 


2





 

        In
Witness Whereof, the parties hereto have caused this Waiver to be executed by their respective officers thereunto duly authorized as of the day and year first above written. 



	 	 	SEALED AIR CORPORATION, as Borrower and Guarantor
	

 	
 	

By:	

/s/  WILLIAM V. HICKEY      
 Title: President & Chief Executive Officer
	

 	
 	
SEALED AIR CORPORATION (US), as Borrower and Guarantor
	

 	
 	

By:	

/s/  TOD S. CHRISTIE      
 Title: Vice President
	

 	
 	
CRYOVAC, INC., as Borrower and Guarantor
	

 	
 	

By:	

/s/  TOD S. CHRISTIE      
 Title: Vice President





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	 	 	ABN AMRO BANK N.V., individually and as Administrative Agent
	

 	
 	

By:	

/s/  CRAIG TRAUTWEIN      
 Craig Trautwein

Title: Vice President
	

 	
 	

By:	

/s/  TODD J. MILLER      
 Todd J. Miller

Title: Assistant Vice President



4





 

	 	 	BANK OF AMERICA, NA
	

 	
 	
By:	

/s/  WENDY J. GORMAN      
 Wendy J. Gorman

Title Principal





5





 

	 	 	CITIBANK, N.A.
	

 	
 	
By:	

/s/  HUGO ARIAS      
 Title



Hugo Arias

Vice President

388 Greenwich St./23rd FL

New York, NY 10013

Tel: 212-816-5390



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	 	 	COMMERZBANK AG, NEW YORK BRANCH
	

 	
 	
By:	

/s/  ROBERT S. TAYLOR, JR.      
 Robert S. Taylor, Jr.

Title: Senior Vice President
	

 	
 	

By:	

/s/  ANDREW P. LUSK      
 Andrew P. Lusk

Title: Assistant Vice President





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	 	 	CREDIT LYONNAIS New York Branch
	

 	
 	

By:	

/s/  SCOTT R. CHAPPELKA      
 Scott R. Chappelka

Vice President



8





 

	 	 	FLEET NATIONAL BANK
	

 	
 	
By:	

/s/  MARWAN ISBAIH      
 Marwan Isbaih

Title: Director





9





 

	 	 	ALLIED IRISH BANK
	

 	
 	
By:	

/s/  MICHAEL DOYLE      
 Michael Doyle

Title: Senior Vice President




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	 	 	TORONTO DOMINION (TEXAS) INC.
	

 	
 	
By:	

/s/  CAROL BRANDT      
 Carol Brandt

Title: Vice President





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	 	 	BANCA DI ROMA
	

 	
 	
By:	

/s/  CHRISTOPHER STRIKE      
 Christopher Strike

Title: Vice President
	

 	
 	

By:	

/s/  STEVEN PALEY      
 Steven Paley

Title: First Vice President



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	 	 	THE BANK OF NEW YORK
	

 	
 	
By:	

/s/  ERNEST FUNG      
 Ernest Fung

Title: Vice President





13





 

	 	 	THE BANK OF NOVA SCOTIA
	

 	
 	
By:	

/s/  MANA GING      
 Mana Ging

Title: Director



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	 	 	BANCA NAZIONALE DEL LAVORO S.P.A.—NEW YORK BRANCH
	

 	
 	
By:	

/s/  FREDERIC W. HALL      
 Frederic W. Hall

Title: Vice President
	

 	
 	

By:	

/s/  LEONARDO VALENTINI      
 Title





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	 	 	CREDIT INDUSTRIEL ET COMMERCIAL
	

 	
 	
By:	

/s/  ERIC LONGUET      
 Eric Longuet

Title: Vice President
	

 	
 	

By:	

/s/  ERIC DULOT      
 Eric Dulot

Title: Vice President



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	 	 	BANK ONE N.A.
	

 	
 	
By:	

/s/  JOSEPH PINZONE      
 Joseph Pinzone

Title: Director





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	 	 	HSBC BANK USA
	

 	
 	
By:	

/s/  DIANE M. ZIESKE      
 Diane M. Zieske

Title: First Vice President



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	 	 	WACHOVIA BANK N.A.
	

 	
 	
By:	

/s/  DAVID DRIGGERS      
 Title: Managing Director





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	 	 	THE NORTHERN TRUST COMPANY
	

 	
 	
By:	

/s/  KAREN E. DAHL      
 Karen E. Dahl

Title: Vice President



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	 	 	SAN PAOLO IMI SPA
	

 	
 	
By:	

/s/  CARLO PERSICO      
 Carlo Persico

Title: CEO of the Americas
	

 	
 	

By:	

/s/  ETTORE VIAZZO      
 Ettore Viazzo

Title: Vice President





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	 	 	THE BANK OF TOKYO-MITSUBISHI, LTD.,

    NEW YORK BRANCH
	

 	
 	
By:	

/s/  JEFFREY K. STANTON      
 Title: Authorized Signatory



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	 	 	BNP PARIBAS
	

 	
 	
By:	

/s/  ARNAUD COLLIN DU BOCAGE      
 Arnaud Collin du Bocage

Title: Managing Director
	

 	
 	

By:	

/s/  RICHARD PACE      
 Richard Pace

Title: Director





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	 	 	BANCA INTESA, NEW YORK BRANCH
 as successor to
 INTESABCI, NEW YORK BRANCH
	

 	
 	
By:	

/s/  J. DICKERHOF      
 J. Dickerhof

Title: VP
	

 	
 	

By:	

/s/  F. MAFFEI      
 F. Maffei

Title: VP




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	 	 	KBC BANK N.V.
	

 	
 	
By:	

 
	 	 	 	
 Title
	

 	
 	

By:	

 
	 	 	 	
 Title





25





 

	 	 	UFJ BANK LTD
	

 	
 	
By:	

/s/  RUSSELL BOHNER      
 Title: Vice President



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	 	 	BANCA MONTE DEI PASCHI BELGLO S.A.
	

 	
 	
By:	

 
	 	 	 	/s/        
 Title
	

 	
 	

By:	

 
	 	 	 	/s/        
 Title





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	 	 	NORDDEUTSCHE LANDESBANK GIROZENTRALE
	

 	
 	
By:	

/s/  STEPHANIE FINNEN      
 Stephanie Finnen

Title: Vice President
	

 	
 	

By:	

/s/  JOSEF HAAS      
 Josef Haas

Title: Vice President



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	 	 	SUNTRUST BANK, ATLANTA
	

 	
 	
By:	

/s/  FRANK A. COE      
 Title: V.P.





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	 	 	CREDIT AGRICOLE INDOSUEZ
	

 	
 	
By:	

 
	 	 	 	/s/        
 Title
	

 	
 	

By:	

 
	 	 	 	/s/        
 Title



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	 	 	BANCA POPOLARE DI MILANO
	

 	
 	
By:	

/s/  GIORGIO CUCCOLO      
 Giorgio Cuccolo

EVP & General Manager
	

 	
 	

By:	

/s/  ROBERT DESANTES      
 Robert DeSantes

VP & Head of Corporate Banking






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	 	 	GE CAPITAL CFE, INC.
	

 	
 	
By:	

/s/  W. JEROME MCDERMOTT      
 W. Jerome McDermott

Title: Duly Authorized Signatory



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	 	 	UNI CREDITO ITALIANO S.P.A.
	

 	
 	
By:	

/s/  CHRISTOPHER ELDIN      
 Christopher Eldin

Title: FVP & Deputy Manager
	

 	
 	

By:	

/s/  CHARLES MICHAEL      
 Charles Michael

Title: Vice President





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	 	 	BANK AUSTRIA AKTIENGESELLSCHAFT
	

 	
 	
By:	

/s/  LAURA A. DEPERSIS      
 Laura A. DePersis

Title: Vice President
	

 	
 	

By:	

/s/  DIANE B. VACCARO      
 Diane B. Vaccaro

Title: Vice President




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WAIVER TO GLOBAL REVOLVING CREDIT AGREEMENT (5-YEAR)