Exhibit 10.22


 


UNITED
STATES BANKRUPTCY COURT


FOR
THE DISTRICT OF DELAWARE


 


	
  IN RE:

  	
   

  	
  :

  	
   

  	
  Chapter 11

  
	
   

  	
   

  	
  :

  	
   

  	
  Case Nos. 01-1139 through
  01-1200

  
	
  W.R. GRACE & CO., et
  al.,

  	
   

  	
  :

  	
   

  	
   

  
	
   

  	
   

  	
  :

  	
   

  	
   

  
	
  Debtors.

  	
   

  	
  :

  	
   

  	
   

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

  	
   

  	
  :

  	
   

  	
   

  
	
  OFFICIAL COMMITTEE OF

  	
   

  	
  :

  	
   

  	
  Adv. No. 02-2210

  
	
  ASBESTOS PERSONAL INJURY

  	
   

  	
  :

  	
   

  	
  [LEAD
  DOCKET]

  
	
  CLAIMANTS and OFFICIAL

  	
   

  	
  :

  	
   

  	
   

  
	
  COMMITTEE OF ASBESTOS

  	
   

  	
  :

  	
   

  	
   

  
	
  PROPERTY DAMAGE

  	
   

  	
  :

  	
   

  	
   

  
	
  CLAIMANTS OF W.R. GRACE
  &

  	
   

  	
  :

  	
   

  	
   

  
	
  CO., suing in behalf of 

  	
   

  	
  :

  	
   

  	
   

  
	
  the Chapter 11 Bankruptcy

  	
   

  	
  :

  	
   

  	
   

  
	
  Estate of W.R. Grace &

  	
   

  	
  :

  	
   

  	
   

  
	
  Co., et al.,

  	
   

  	
  :

  	
   

  	
   

  
	
   

  	
   

  	
  :

  	
   

  	
   

  
	
  Plaintiffs,

  	
   

  	
  :

  	
   

  	
   

  
	
   

  	
   

  	
  :

  	
   

  	
   

  
	
  v.

  	
   

  	
  :

  	
   

  	
   

  
	
   

  	
   

  	
  :

  	
   

  	
   

  
	
  SEALED AIR CORPORATION

  	
   

  	
  :

  	
   

  	
   

  
	
  AND CRYOVAC, INC.,

  	
   

  	
  :

  	
   

  	
   

  
	
   

  	
   

  	
  :

  	
   

  	
   

  
	
  Defendants.

  	
   

  	
  :

  	
   

  	
   

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

  	
   

  	
  :

  	
   

  	
   

  
	
   

  	
   

  	
  :

  	
   

  	
   

  
	
  OFFICIAL COMMITTEE OF 

  	
   

  	
  :

  	
   

  	
  Adv. No. 02-2211

  
	
  ASBESTOS PERSONAL INJURY

  	
   

  	
  :

  	
   

  	
   

  
	
  CLAIMANTS and OFFICIAL

  	
   

  	
  :

  	
   

  	
   

  
	
  COMMITTEE OF ASBESTOS

  	
   

  	
  :

  	
   

  	
   

  
	
  PROPERTY DAMAGE

  	
   

  	
  :

  	
   

  	
   

  
	
  CLAIMANTS OF W.R. GRACE
  &

  	
   

  	
  :

  	
   

  	
   

  
	
  CO., suing in behalf of 

  	
   

  	
  :

  	
   

  	
   

  
	
  The Chapter 11 Bankruptcy

  	
   

  	
  :

  	
   

  	
   

  
	
  Estate of W.R. GRACE &

  	
   

  	
  :

  	
   

  	
   

  
	
  CO., et al.,

  	
   

  	
  :

  	
   

  	
   

  
	
   

  	
   

  	
  :

  	
   

  	
   

  
	
  Plaintiffs,

  	
   

  	
  :

  	
   

  	
   

  
	
   

  	
   

  	
  :

  	
   

  	
   

  
	
  v.

  	
   

  	
  :

  	
   

  	
   

  
	
   

  	
   

  	
  :

  	
   

  	
   

  
	
  FRESENIUS MEDICAL CARE

  	
   

  	
  :

  	
   

  	
   

  
	
  HOLDINGS, INC. and

  	
   

  	
  :

  	
   

  	
   

  
	
  NATIONAL MEDICAL CARE,

  	
   

  	
  :

  	
   

  	
   

  
	
  INC.,

  	
   

  	
  :

  	
   

  	
   

  
	
   

  	
   

  	
  :

  	
   

  	
   

  
	
  Defendants.

  	
   

  	
  :

  	
   

  	
   

  



 


 


 


1

















 


This 27th day of
November 2002, counsel for defendant Sealed Air Corporation and Cryovac, Inc.,
Fresenius Medical Holdings, Inc., and National Medical Care, Inc., and counsel
for the plaintiffs the Official Committee of Asbestos Personal Injury Claimants
and the Official Committee of Asbestos Property Damage Claimants in the above
captioned chapter 11 case, appeared before the Court and affirmed that the
parties had reached an amicable resolution of the disputes that are the subject
of the above-captioned adversary proceedings and that they had agreed and bound
their parties to the terms reflected in the term sheets attached hereto.  This settlement and this acknowledgement by
the Court is without prejudice to any objection that may be raised to a motion
for approval of the settlement by this Court pursuant to the United States
Bankruptcy Code and the Federal Rules of Bankruptcy Procedure.


 


 


	
   

  	
   

  	
  /s/ Alfred M. Wolin

  
	
   

  	
   

  	
  Alfred M. Wolin, U.S.D.J.

  
	
   

  	
   

  	
   

  
	
  Signed and agreed to by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Sheila L. Birnbaum

  	
   

  	
  Sheila L. Birnbaum

  	
   

  	
   

  
	
  For Sealed Air Corporation
  and Cryovac, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


 


2

















 




	
  /s/ David Rosenbloom

  	
   

  	
  David Rosenbloom

  	
   

  
	
  For Fresenius Medical
  Holdings, Inc. and National Medical Care, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Peter Van N. Lockwood

  	
   

  	
  Peter Van N. Lockwood

  	
   

  
	
  For the Official Committee
  of Asbestos Personal Injury Claimants

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Scott L. Baena

  	
   

  	
  Scott L. Baena

  	
   

  
	
  For the Official Committee
  of Asbestos Property Damage Claimants

  






 


 


 


3

















 


TERM
SHEET


 


 


                (Fresenius
Term Sheet omitted.)


 


 


 


 


4

















 


Term
Sheet


 


(1)           Economic Terms


 


(a)                                   9 million
shares of Sealed Air stock, subject to appropriate anti-dilution protection
until such time as the shares are issued


 


(b)                                  The sum of
$512.5 million together with interest thereon from 12/21/02 at the rate of 5.5%
per annum.  The payment under this
paragraph must be made in full at the effective date of the Grace plan of
reorganization.


 


(c)                                   Full protection
of Sealed Air against any claims by Fresenius against Sealed Air for any tax
liabilities or for any asbestos liabilities, including past and future
attorneys fees or litigation costs related thereto, whether asserted by way of
fraudulent conveyance, successor liability, or otherwise.


 


(d)                                  Sealed Air will
not seek indemnity for payments made under this agreement


 


(2)                                    Non-economic terms


 


(a)           Restrictions on resale of Sealed Air stock for two
years from the issuance consistent with Rule 144 under the Securities Act of
1933, provided that during the initial two-year period, the holders of the
stock will have (i) piggyback registration rights, except that there will be no
piggyback registration rights on a Form S-8 registration statement and (ii) one
demand registration right in the aggregate provided further that Sealed Air may
defer such registration for any period that it is advised by counsel that
registration would then be inappropriate in light of the securities laws


 


(b)          The Committees will undertake to use best efforts to
structure settlement to achieve favorable tax treatment for settlement


 


(c)           This agreement is subject to Sealed Air and its
affiliates, subsidiaries, officers, directors et alia
receiving the full benefit of 11 U.S.C. §§ 524 (g) and 105


 


(d)          This agreement is subject to the approval of Sealed
Air’s Board and the Personal and Property Damage Committees (which will be
sought by the respective parties no later than December 6, 2002), and to the
execution of a definitive agreement reflecting the terms set forth herein.


 


 


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