Exhibit 10.1







Exhibit 10.1




SEALED AIR CORPORATION




NOTE REPURCHASE AGREEMENT




NOTE REPURCHASE AGREEMENT, dated as of November 30, 2010 (the “Agreement”), among SEALED AIR CORPORATION,
a Delaware corporation (the “Company”), and DAVIS SELECTED ADVISERS, L.P. (the “Noteholder” and,
together with the Company, the “Parties”).



W I T N E S S E T H




WHEREAS, the Noteholder (or accounts for which the Noteholder is authorized to make the acknowledgements,
representations, warranties and agreements contained herein (collectively, the “Accounts”)) is the beneficial
owner of $150,000,000.00 aggregate principal amount of the Company’s 12% Senior Notes due 2014 (the “Notes”);



WHEREAS, the Noteholder (or the Accounts) owns the Notes free and clear of any and all pledges, security
interests, liens, charges, encumbrances, equities or claims; and



WHEREAS, the Noteholder has agreed (on its own behalf and on behalf of the Accounts) to sell the Notes to the
Company, all upon the terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the premises and of the mutual promises and agreements contained herein, the
Parties hereto hereby agree as follows:



SECTION 1. Definitions. As used in this Agreement, the following terms shall have the following meanings:



“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which 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.



“Trustee” means U.S. Bank National Association, the trustee under the Indenture, dated as of February 6,
2009, among the Company and the Trustee, pursuant to which the Notes were issued.



SECTION 2. Purchase and Sale of the Notes. Upon the terms and subject to the conditions of this
Agreement, at the Closing, the Noteholder (on its own behalf and on behalf of the Accounts) shall sell to the Company,
and the Company shall purchase from the Noteholder, the Notes.



SECTION 3. Purchase Price. The aggregate purchase price (the “Purchase Price”) to be paid
hereunder by the Company to the Noteholder as consideration for the purchase of the Notes shall be equal to the sum of
(x) $150,000,000.00, representing the aggregate principal amount of Notes being purchased hereunder, plus (y)
accrued and unpaid interest on the Notes to the Closing Date (as defined in Section 4) plus (z) a premium of
$40,500,000.00 (calculated as of December 1, 2010 and subject to adjustment if the Closing Date is a date other than
such date).


 


1









 





SECTION 4. Closing. The sale and purchase of the Notes contemplated by this Agreement shall take place at
a closing (the “Closing”) to be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times
Square, New York, NY 10036, at 10:00 A.M. local time on December 1, 2010, or at such other place or at such other time
or on such other date as the Company and the Noteholder may mutually agree upon in writing (the day on which the
Closing actually takes place being the “Closing Date”). All actions taken at the Closing will be deemed to
occur simultaneously.



SECTION 5. Closing Deliveries. (a) At the Closing, the Noteholder shall deliver or cause to be
delivered:



(i) to the Trustee for the benefit of the Company, the Notes, delivered through the
facilities of The Depository Trust Company to the Trustee’s DTC account #9968; and



(ii) to the Company, a receipt for the Purchase Price.



(b) At the Closing, the Company shall deliver or cause to be delivered to the Noteholder:



(i) the Purchase Price, by wire transfer in US$ in immediately available funds to the
account or accounts specified by the Noteholder in writing on the date hereof; and



(ii) a receipt for the Notes delivered by or on behalf of the Noteholder.



SECTION 6. Conditions to Closing. (a) The obligations of the Parties to consummate the transactions
contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of the
condition that the covenants and agreements contained in this Agreement to be complied with by the Company, on the one
hand, and the Noteholder, on the other hand, on or before the Closing shall have been complied with in all material
respects, provided that only the Party for whose benefit such covenants or agreements have been made may assert
that they have been breached or not complied with.



(b) The obligations of the Company to consummate the transactions contemplated by this Agreement shall be subject
to the fulfillment or waiver, at or prior to the Closing, of the condition that the Noteholder shall have made the
deliveries contemplated by Sections 5(a)(i) and 5(a)(ii).



SECTION 7. Authorization on behalf of Accounts. The Noteholder represents and warrants that it is
authorized to make the acknowledgements, representations, warranties and agreements contained herein, and to enter into
this Agreement, on its own behalf and on behalf of the Accounts.


2


 


2









 





SECTION 8. Termination. This Agreement may be terminated at any time prior to Closing:



(a) by the Noteholder or the Company if the Closing shall not have occurred by December 31, 2010;
provided, however, that such right to terminate this Agreement shall not be available to any Party
whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in,
the failure of the Closing to occur on or prior to such date; or



(b) by the written consent of the Company and the Noteholder.



SECTION 9. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a)(i) upon personal delivery to the Party to be notified, (ii) when sent by confirmed telex or
facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five (5)
days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1)
day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written
verification of receipt, and (b) to the respective Parties at the following addresses (or at such other address for a
Party as shall be specified in a notice given in accordance with this Section 9):




	 	(a)	 	if to the Noteholder:






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




	 	(b)	 	if to the Company:






Sealed Air Corporation


200 Riverfront Boulevard


Elmwood Park, New Jersey 07407


Telephone number: (201) 703-4145


Facsimile number: (201) 703-4231


Attention: General Counsel and Secretary




with a copy to:




Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

Telephone number: (212) 735-3000

Facsimile number: (212) 735-2000

Attention: Robert Chilstrom


 
3

 


3









 





SECTION 10. Binding Effect. This Agreement shall become effective when it shall have been executed by the
Parties, and each Party or its representative shall have received signature pages hereto of each other Party and
thereafter shall be binding upon and inure to the benefit of each Party and its respective successors and assigns.



SECTION 11. Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect
to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the
Parties with respect to the subject matter hereof.



SECTION 12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.



SECTION 13. Execution in Counterparts. This Agreement may be signed in counterparts (which may include
counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which
together shall constitute one and the same instrument.



4


 


4









 





IN WITNESS WHEREOF, the Company and the Noteholder have caused this Agreement to be executed as of the date first
written above by their duly authorized representatives.




SEALED AIR CORPORATION




By: /s/ David H. Kelsey               

Name: David H. Kelsey

Title: Senior Vice President and

Chief Financial Officer





DAVIS SELECTED ADVISERS, L.P.




By: /s/ Thomas Tays                  

Name: Thomas Tays

Title: Vice President



 

 


5