Exhibit
10.1


 


EXECUTION COPY


 


SEALED AIR
CORPORATION


 


7.875% Senior
Notes due 2017


 


PURCHASE AGREEMENT


 


June 12, 2009


 

















 


June 12, 2009


 


Banc of America
Securities LLC


Citigroup Global Markets
Inc.,


Credit Suisse Securities
(USA) LLC


Morgan Stanley &
Co. Incorporated


RBS Securities Inc.


As Representatives of the several
Initial Purchasers


c/o Banc of America
Securities LLC


One Bryant Park


New York, New York 10036


 


Dear Sirs and Mesdames:


 


SEALED AIR CORPORATION, a
Delaware corporation (the “Company”),
proposes to issue and sell to the several purchasers named in Schedule I hereto
(the “Initial Purchasers”), for whom you are acting
as representatives (the “Representatives”), $400,000,000 principal amount of
its 7.875% Senior Notes due 2017 (the “Securities”) to be issued pursuant to
the provisions of an Indenture dated as of June 18, 2009 (the “Indenture”) between the Company and US
Bank, National Association, as Trustee (the “Trustee”).  The Indenture
will provide that the Securities shall be fully and unconditionally guaranteed
as to the payment of the principal of, premium, if any, and interest on the
Notes, by each subsidiary of the Company that undertakes to guarantee the
Company’s obligations under any of its future Credit Agreements (as defined in
the Indenture) and that executes a guarantee in accordance with the terms of
the Indenture.  At issuance, the
Securities will not be guaranteed by any of the Company’s subsidiaries.


 


The Securities will be
offered without being registered under the Securities Act of 1933, as amended
(the “Securities Act”), to
qualified institutional buyers in compliance with the exemption from
registration provided by Rule 144A under the Securities Act, in offshore
transactions in reliance on Regulation S under the Securities Act (“Regulation S”).


 


In connection with the
sale of the Securities, the Company has prepared a preliminary offering
memorandum (the “Preliminary Memorandum”)
and will prepare a final offering memorandum (the “Final Memorandum”) including or incorporating by reference a
description of the terms of the Securities, the terms of the offering and a
description of the Company.  For purposes
of this Agreement, “Additional Written
Offering Communication” means any written communication (as defined in Rule 405
under the Securities Act) that constitutes an offer to sell or a solicitation
of an offer to buy the Securities other than the Preliminary Memorandum or the
Final Memorandum, and “Disclosure
Package” means the Preliminary Memorandum together with the Additional Written
Offering Communications, if any, identified in Schedule II hereto.  As used herein, the terms Preliminary
Memorandum, Disclosure Package and Final Memorandum shall include the
documents, if any, incorporated by reference therein. The terms “supplement”, “amendment” and “amend”
as used herein with respect to the Preliminary Memorandum, the Disclosure
Package, the Final Memorandum or any Additional Written Offering Communication
shall include all documents subsequently filed by the Company with the Securities
and Exchange Commission (the “Commission”)
pursuant to the Securities 


 

















 


Exchange Act of 1934, as
amended (the “Exchange Act”),
that are deemed to be incorporated by reference therein.


 


1.          Representations
and Warranties. The Company represents and warrants to, and agrees with,
the Initial Purchasers that:


 


(a) 
(i)  Each document, if any, filed or to be filed pursuant to the Exchange
Act and incorporated by reference in the Preliminary Memorandum, the Disclosure
Package or the Final Memorandum complied or will comply when so filed in all
material respects with the Exchange Act and the applicable rules and
regulations of the Commission thereunder, (ii) the Disclosure Package does
not, and at the time of each sale of the Securities in connection with the
offering when the Final Memorandum is not yet available to prospective
purchasers and at the Closing Date (as defined in Section 4), the
Disclosure Package, as then amended or supplemented by the Company, if
applicable, will not, contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, (iii) the
Preliminary Memorandum does not contain and the Final Memorandum, on the
Closing Date, will not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, and (iv) an
electronic road show, if any, when taken together with the Disclosure Package,
does not, and on the Closing Date (as defined in Section 4), will not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this paragraph do not apply to
statements or omissions in the Preliminary Memorandum, the Disclosure Package
or the Final Memorandum based upon information relating to any Initial
Purchaser furnished to the Company in writing by such Initial Purchaser through
you expressly for use therein.


 


(b) 
Except for the Additional Written Offering Communications, if any, identified
in Schedule II hereto, and electronic road shows, if any, furnished to you
before first use, the Company has not prepared, made, used, authorized,
approved or distributed and will not prepare, make, use, authorize, approve or
distribute any Additional Written Offering Communication except in each case
used in accordance with Section 6(d).


 


(c) 
The Company has been duly incorporated, is validly existing as a corporation in
good standing under the laws of the jurisdiction of its incorporation, has the
corporate power and authority to own its property and to conduct its business
as described in the Disclosure Package and the Final Memorandum and is duly
qualified to transact business and is in good standing in each jurisdiction in
which the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse effect on
the Company and its subsidiaries, taken as a whole.


 


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(d) 
Each subsidiary of the Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Disclosure Package and the Final
Memorandum and is duly qualified to transact business and is in good standing
in each jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not have a material
adverse effect on the Company and its subsidiaries, taken as a whole; all of
the issued shares of capital stock of each subsidiary of the Company have been
duly and validly authorized and issued, are fully paid and non-assessable and,
except as otherwise set forth in Exhibit 21 to the Company’s annual report
for the year ended December 31, 2008 filed on Form 10-K as
incorporated by reference into the Disclosure Package and the Final Memorandum,
are owned directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims.


 


(e) 
This Agreement has been duly authorized, executed and delivered by the Company.


 


(f) 
The Securities have been duly authorized by the Company and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Initial Purchasers in accordance with the terms of this
Agreement, will be valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors’ rights generally and general principles of
equity, and will be entitled to the benefits of the Indenture.


 


(g) 
The Indenture has been duly authorized, executed and delivered by, and is a
valid and binding agreement of, the Company, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors’ rights generally and general principles of equity.


 


(h) 
The execution and delivery by the Company of, and the performance by the
Company of its obligations under, this Agreement, the Indenture and the
Securities will not contravene any provision of applicable law or the
certificate of incorporation or by-laws of the Company or any agreement or
other instrument binding upon the Company, that is material to the Company and
its subsidiaries, taken as a whole, or , or any judgment, order or decree of
any governmental body, agency or court having jurisdiction over the Company or
any subsidiary, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement, the
Indenture or the Securities, except such as may be required by the securities
or Blue Sky laws of the various states or other jurisdictions in connection with
the offer and sale of the Securities.


 


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(i) 
There has not occurred any material adverse change, or any development
involving a prospective material adverse change, in the financial condition, or
in the earnings, business or operations of the Company and its subsidiaries,
taken as a whole, from that set forth in the Disclosure Package and the Final
Memorandum.


 


(j) 
There are no legal or governmental proceedings pending or threatened to which
the Company or any of its subsidiaries is a party or to which any of the
properties of the Company or its subsidiaries is subject other than proceedings
accurately described in all material respects in the Disclosure Package and the
Final Memorandum or in the documents incorporated by reference in the
Disclosure Package and the Final Memorandum and proceedings that would not have
a material adverse effect on the Company and any subsidiaries, taken as a
whole, or on the power or ability of the Company to perform its obligations
under this Agreement, the Indenture or the Securities or to consummate the
transactions contemplated by this Agreement.


 


(k) 
The Company and its subsidiaries (i) are in compliance with any and all
applicable foreign, federal, state and local laws and regulations relating to
the protection of human health and safety, the environment or hazardous or
toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have
received all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses and (iii) are
in compliance with all terms and conditions of any such permit, license or
approval, except where such noncompliance with Environmental Laws, failure to
receive required permits, licenses or other approvals or failure to comply with
the terms and conditions of such permits, licenses or approvals would not,
singly or in the aggregate, have a material adverse effect on the Company and
its subsidiaries, taken as a whole.


 


(l) 
In the ordinary course of its business, the Company conducts a periodic review
of the effect of Environmental Laws on the business, operations and properties
of the Company and its subsidiaries, in the course of which it identifies and
evaluates associated costs and liabilities (including, without limitation, any
capital or operating expenditures required for clean-up, closure of properties
or compliance with Environmental Laws or any permit, license or approval, any
related constraints on operating activities and any potential liabilities to
third parties).  On the basis of such
review and the amount of its established reserves, the Company has reasonably
concluded that such associated costs and liabilities would not, individually or
in the aggregate, result in a material adverse change.


 


(m) 
Each of the Company and its subsidiaries owns all the patents, trademarks,
permits, service marks, trade names, copyrights, licenses, franchises and
formulas, or rights with respect to the foregoing that are material to the
conduct of the Company and its subsidiaries taken as a whole, or each has
obtained licenses or assignments of all other rights of whatever nature that
are material to the conduct of the Company and its subsidiaries taken as a
whole necessary for the present conduct of its business, without any known
conflict with the rights of others which, or, to the Company’s knowledge, 


 


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the failure to obtain
which, as the case may be, would have a material adverse effect on the Company
and its subsidiaries, taken as a whole.


 


(n) 
The Company is not, and after giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described in
Disclosure Package and the Final Memorandum will not be, an “investment company”
as such term is defined in the Investment Company Act of 1940, as amended (the “Investment
Company Act”).


 


(o) 
Neither the Company nor any affiliate (as defined in Rule 501(b) of
Regulation D under the Securities Act, an “Affiliate”) of the Company has
directly, or through any agent, (i) sold, offered for sale, solicited
offers to buy or otherwise negotiated in respect of, any security (as defined
in the Securities Act) which is or will be integrated with the sale of the
Securities in a manner that would require the registration under the Securities
Act of the Securities or (ii) offered, solicited offers to buy or sold the
Securities by any form of general solicitation or general advertising (as those
terms are used in Regulation D under the Securities Act) or in any manner
involving a public offering within the meaning of Section 4(2) of the
Securities Act.


 


(p) 
None of the Company or its Affiliates or any person acting on its or their
behalf has engaged or will engage in any directed selling efforts (within the
meaning of Regulation S) with respect to the Securities and the Company and its
Affiliates and any person acting on its or their behalf have complied and will
comply with the offering restrictions requirement of Regulation S, except that
no representation, warranty or agreement is made by the Company in this
paragraph with respect to the Initial Purchasers.


 


(q) 
It is not necessary in connection with the offer, sale and delivery of the
Securities to the Initial Purchasers in the manner contemplated by this
Agreement to register the Securities under the Securities Act or to qualify the
Indenture under the Trust Indenture Act of 1939, as amended.


 


(r) 
The Securities satisfy the requirements set forth in Rule 144A(d)(3) under
the Securities Act.


 


(s) 
KPMG LLP, which expressed its opinion with respect to the financial statements
(which term as used in this Agreement includes the related notes thereto) and
supporting schedules filed with the Commission and included in the Disclosure
Package and the Final Memorandum are independent public or certified public
accountants within the meaning of Regulation S-X under the Securities Act and
the Exchange Act, and any non-audit services provided by KPMG LLP to the Company
have been approved by the Audit Committee of the Board of Directors of the
Company.


 


(t) 
The Company and its subsidiaries and their respective officers and directors
are in compliance with the applicable provisions of the Sarbanes-Oxley Act of
2002 (the 


 


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“Sarbanes-Oxley Act”,
which term, as used herein, includes the rules and regulations of the
Commission promulgated thereunder).


 


(u) 
The Company and its subsidiaries maintain a system of accounting controls that
is in compliance with the Sarbanes-Oxley Act and is sufficient to provide
reasonable assurances that: (i) transactions are executed in accordance
with management’s general or specific authorization; (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain
accountability for assets; (iii) access to assets is permitted only in
accordance with management’s general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.


 


(v) 
The operations of the Company and its subsidiaries are and have been conducted
at all times in compliance with applicable financial recordkeeping and
reporting requirements of the Currency and Foreign Transactions Reporting Act
of 1970, as amended, the money laundering statutes of all applicable
jurisdictions, the rules and regulations thereunder and any related or
similar rules, regulations or guidelines issued, administered or enforced by
any governmental agency (collectively, the “Money Laundering Laws”) and no
action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or any of its
subsidiaries with respect to the Money Laundering Laws is pending or, to the
best knowledge of the Company, threatened.


 


(w) 
Neither the Company nor any of its subsidiaries nor, to the knowledge of the
Company, any director, officer, agent, employee or affiliate of the Company or
any of its subsidiaries is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”); and the Company will not
directly or indirectly use the proceeds of the offering, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner
or other person or entity, for the purpose of financing the activities of any
person currently subject to any U.S. sanctions administered by OFAC.


 


(x) 
Neither the Company nor any of its subsidiaries nor, to the knowledge of the
Company, any director, officer, agent, employee or Affiliate of the Company or
any of its subsidiaries has taken any action, directly or indirectly, that
would result in a current violation by such persons of the Foreign Corrupt
Practices Act of 1977, as amended, and the rules and regulations
thereunder (the “FCPA”), including, without limitation, making use of the mails
or any means or instrumentality of interstate commerce corruptly in furtherance
of an offer, payment, promise to pay or authorization of the payment of any
money, or other property, gift, promise to give, or authorization of the giving
of anything of value to any “foreign official” (as such term is defined in the
FCPA) or any foreign political party or official thereof or any candidate for
foreign political office, in contravention of the FCPA; and the Company, its
subsidiaries and, to 


 


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the knowledge of the
Company, its Affiliates are conducting their businesses in compliance with the
FCPA and have instituted and maintain policies and procedures designed to
ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith.


 


2.          Agreements
to Sell and Purchase.  The Company
hereby agrees to sell to the several Initial Purchasers, and each Initial
Purchaser, upon the basis of the representations and warranties herein
contained, but subject to the conditions hereinafter stated, agrees, severally
and not jointly, to purchase from the Company the respective principal amount
of Securities set forth in Schedule I hereto opposite its name at a purchase price
of 96.587% of the principal amount thereof (the “Purchase Price”) plus accrued
interest, if any, if settlement occurs after June 18, 2009.


 


The Company hereby agrees
that, without the prior written consent of Banc of America Securities LLC on
behalf of the Initial Purchasers, it will not, during the period beginning on
and continuing to and including the 30th day after the date hereof, offer, sell,
contract to sell or otherwise dispose of any debt securities of the Company or
warrants to purchase debt securities of the Company substantially similar to
the Securities (other than the sale of the Securities under this Agreement).


 


3.          Terms
of Offering. You have advised the Company that the Initial Purchasers
will make an offering of the Securities purchased by the Initial Purchasers
hereunder on the terms set forth in the Disclosure Package, as soon as
practicable after this Agreement is entered into as in the reasonable judgment
of Banc of America Securities LLC is advisable.


 


4.          Payment
and Delivery. Payment for the Securities shall be made to the Company in
Federal or other funds immediately available in New York City against delivery
of such Securities for the respective accounts of the several Initial
Purchasers at 10:00 a.m., New York City time, on June 18, 2009, or at
such other time on the same or such other date, not later than June 25,
2009, as shall be designated in writing by Banc of America Securities LLC.  The time and date of such payment are
hereinafter referred to as the “Closing Date.”


 


The Securities shall be
in definitive form or global form, as specified by Banc of America Securities
LLC, and registered in such names and in such denominations as Banc of America
Securities LLC shall request in writing not later than one full business day prior
to the Closing Date. The Securities shall be delivered to you on the Closing
Date for the respective accounts of the several Initial Purchasers, with any
transfer taxes payable in connection with the transfer of the Securities to the
Initial Purchasers duly paid, against payment of the Purchase Price therefor
plus accrued interest, if any, to the date of payment and delivery.


 


5.          Conditions
to the Initial Purchasers’ Obligations. The several obligations of the
Initial Purchasers to purchase and pay for the Securities on the Closing Date
are subject to the following conditions:


 


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(a) 
Subsequent to the execution and delivery of this Agreement and prior to the
Closing Date, there shall not have occurred:


 


(i)        (A) any material adverse change in the financial
markets in the United States or, in the international financial markets, or any
outbreak of hostilities or escalation thereof or other calamity or crisis or
any change or development involving a prospective change in national or
international political, financial or economic conditions, in each case the
effect of which is such as to make it, in the judgment of the Representatives,
impracticable or inadvisable to market the Securities or to enforce contracts for
the sale of the Securities, or (B) trading in any securities of the
Company has been suspended or materially limited by the Commission, the New
York Stock Exchange or the American Stock Exchange, or if trading generally on
the New York Stock Exchange or the American Stock Exchange or in the Nasdaq
National Market has been suspended or materially limited, or minimum or maximum
prices for trading have been fixed, or maximum ranges for prices have been
required, by either of said exchanges or by such system or by order of the
Commission, the Financial Industry Regulatory Authority (“FINRA”) or any other governmental authority, or (C) a
banking moratorium has been declared by either Federal or New York authorities,
or (D) there has occurred a material disruption in securities settlement
or clearance services;


 


(ii)       any
downgrading in the rating of any debt securities of the Company by any “nationally
recognized statistical rating organization” (as defined for purposes of Rule 436(g)(2) under
the Securities Act), or any public announcement that any such organization has
under surveillance or review its rating of any debt securities of the Company
(other than an announcement with positive implications of a possible upgrading,
and no implication of a possible downgrading, of such rating); and


 


(iii)      any
change, or any development involving a prospective change, in the condition
(financial or other), business, properties or results of operations of the
Company and its subsidiaries, taken as a whole, from that set forth in the
Disclosure Package as of the date of this Agreement provided to the prospective
purchasers of the Securities that, in the judgment of the Representatives, is
material and adverse and that makes it, in the judgment of the Representatives,
impracticable to market the Securities on the terms and in the manner
contemplated in the Disclosure Package and the Final Memorandum.


 


(b) 
The Initial Purchasers shall have received on the Closing Date a certificate,
dated the Closing Date and signed by an executive officer of the Company, to
the effect set forth in Section 5(a)(ii) and to the effect that the
representations and warranties of the Company contained in this Agreement are
true and correct as of the Closing Date and that the Company has complied with
all of the agreements and satisfied all of the 


 


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conditions on its part to
be performed or satisfied hereunder on or before the Closing Date;


 


The
officer signing and delivering such certificate may rely upon the best of his
or her knowledge as to proceedings threatened.


 


(c) 
The Initial Purchasers shall have received on the Closing Date an opinion of
Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the
Company, dated the Closing Date, to the effect set forth in Exhibit A.  Such opinion shall be rendered to the Initial
Purchasers at the request of the Company and shall so state therein.


 


(d) 
The Initial Purchasers shall have received on the Closing Date an opinion of
H. Katherine White, General Counsel and Secretary of the Company, dated
the Closing Date, to the effect set forth in Exhibit B.  Such opinion shall be rendered to the Initial
Purchasers at the request of the Company and shall so state therein.


 


(e) 
The Initial Purchasers shall have received on the Closing Date an opinion of
Shearman & Sterling LLP, counsel for the Initial Purchasers, dated the
Closing Date, in form and substance satisfactory to the Initial Purchasers.


 


(f) 
The Initial Purchasers shall have received on each of the date hereof and the
Closing Date a letter, dated the date hereof or the Closing Date, as the case
may be, in form and substance satisfactory to the Initial Purchasers, from KPMG
LLP, independent public accountants, containing statements and information of
the type ordinarily included in accountants’ “comfort letters” to underwriters
with respect to the financial statements and certain financial information
contained in or incorporated by reference into the Disclosure Package and the
Final Memorandum; provided that the letter delivered on the Closing Date shall
use a “cut-off date” not earlier than the date hereof.


 


If any condition
specified in this Section 5 is not satisfied when and as required to be
satisfied, or upon the occurrence of any of the events in Section 5(a),
this Agreement may be terminated by the Initial Purchasers by notice to the
Company, which termination shall be without liability on the part of any party
to any other party, except that Section 6(h), Section 8 and the last
paragraph of Section 9 shall at all times be effective and shall survive
such termination.


 


6.          Covenants
of the Company.  In further
consideration of the agreements of the Initial Purchasers contained in this
Agreement, the Company covenants with each Initial Purchaser that:


 


(a) 
The Company will furnish to each Initial Purchaser and to counsel for the
Initial Purchasers, without charge, during the period referred to in Section 6(e) or
(f) below, as many copies of the materials contained in the Disclosure
Package and the Final Memorandum and any amendments and supplements thereto as
they may reasonably request.


 


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(b) 
The Company will prepare a final term sheet, containing a description of final
terms of the Securities and the offering thereof, in the form approved by you
and included in Schedule II hereto.


 


(c) 
The Company will not amend or supplement the Disclosure Package or the Final
Memorandum prior to the Closing Date unless the Representatives shall previously
have been furnished a copy of the proposed amendment or supplement prior to the
proposed use or filing, and shall not have objected to such amendment or
supplement.


 


(d) 
Before making, preparing, using, authorizing,
approving or distributing any Additional Written Offering Communication, the
Company will furnish to the Representatives a copy of such written
communication for review and will not make, prepare, use, authorize, approve or
distribute any such written communication to which the Representatives
reasonably objects.


 


(e) 
If the Disclosure Package is being used to solicit offers to buy the Securities
at a time when the Final Memorandum is not yet available to prospective
purchasers and any event shall occur or condition exist as a result of which it
is necessary to amend or supplement the Disclosure Package in order to make the
statements therein, in the light of the circumstances, not misleading, or if,
in the opinion of counsel for the Initial Purchasers, it is necessary to amend
or supplement the Disclosure Package to comply with applicable law, forthwith
to prepare and furnish, at its own expense, to the Initial Purchasers and to
any dealer upon request, either amendments or supplements to the Disclosure
Package so that the statements in the Disclosure Package as so amended or
supplemented will not, in the light of the circumstances when delivered to a
prospective purchaser, be misleading or so that the Disclosure Package, as
amended or supplemented, will comply with applicable law.


 


(f) 
If, during such period after the date hereof and prior to the date on which all
of the Securities shall have been sold by the Initial Purchasers, any event shall
occur or condition exist as a result of which it is necessary to amend or
supplement the Final Memorandum in order to make the statements therein, in the
light of the circumstances when the Final Memorandum is delivered to a
purchaser, not misleading, or if, in the opinion of counsel for the Initial
Purchasers, it is necessary to amend or supplement the Final Memorandum to
comply with applicable law, forthwith to prepare and furnish, at its own
expense, to the Initial Purchasers, either amendments or supplements to the
Final Memorandum so that the statements in the Final Memorandum as so amended
or supplemented will not, in the light of the circumstances when the Final
Memorandum is delivered to a purchaser, be misleading or so that the Final
Memorandum, as amended or supplemented, will comply with applicable law.


 


(g) 
To endeavor to qualify the Securities for offer and sale under the securities
or Blue Sky laws of such jurisdictions as you shall reasonably request.


 


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(h) 
Whether or not the transactions contemplated in this Agreement are consummated
or this Agreement is terminated, to pay or cause to be paid all expenses
incident to the performance of its obligations under this Agreement, including:
(i) the reasonable fees, disbursements and expenses of the Company’s
counsel and the Company’s accountants in connection with the issuance and sale
of the Securities and all other fees or expenses in connection with the
preparation of the Preliminary Memorandum, the Disclosure Package, the Final
Memorandum, any Additional Written Offering Communication prepared by or on
behalf of, used by, or referred to by the Company and any amendments and
supplements to any of the foregoing, including all printing costs associated
therewith, and the delivering of copies thereof to the Initial Purchasers, in
the quantities herein above specified, (ii) all costs and expenses related
to the transfer and delivery of the Securities to the Initial Purchasers,
including any transfer or other taxes payable thereon, (iii) all expenses
in connection with the qualification of the Securities for offer and sale under
state securities laws as provided in Section 6(g) hereof, including
filing fees and the reasonable fees and disbursements of counsel for the
Initial Purchasers in connection with such qualification and in connection with
the Blue Sky or legal investment memorandum, (iv) any fees charged by
rating agencies for the rating of the Securities, (v) all document
production charges and expenses of counsel to the Initial Purchasers (but not
including their fees for professional services) in connection with the
preparation of this Agreement, (vi) the costs and charges of the Trustee
(including reasonable attorney’s fees and expenses) and any transfer agent,
registrar or depositary, (vii) the costs of the preparation, issuance and
delivery of the Securities, (viii) the costs and expenses of the Company
relating to investor presentations on any “road show” undertaken in connection
with the marketing of the offering of the Securities, including, without
limitation, expenses associated with the preparation or dissemination of any
electronic road show, expenses associated with production of road show slides
and graphics, fees and expenses of any consultants engaged with the consent of
the Company in connection with the road show presentations with the prior
approval of the Company, travel and lodging expenses of the Representatives and
officers of the Company and any such consultants, and (ix) all other costs
and expenses incident to the performance of the obligations of the Company
hereunder for which provision is not otherwise made in this Section.  It is understood, however, that except as
provided in this Section, Section 8, and the last paragraph of Section 9,
the Initial Purchasers will pay all of their costs and expenses, including fees
and disbursements of their counsel, transfer taxes payable on resale of any of
the Securities by them and any advertising expenses connected with any offers
they may make.


 


(i) 
Neither the Company nor any Affiliate will sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in
the Securities Act) which could be integrated with the sale of the Securities
in a manner which would require the registration under the Securities Act of
the Securities.


 


(j) 
Neither the Company or any Affiliate will solicit any offer to buy or offer or
sell the Securities by means of any form of general solicitation or general advertising
(as 


 


11

















 


those terms are used in
Regulation D under the Securities Act) or in any manner involving a public
offering within the meaning of Section 4(2) of the Securities Act.


 


(k) 
While any of the Securities remain “restricted securities” within the meaning
of the Securities Act, to make available, upon request, to any seller of such
Securities the information specified in Rule 144A(d)(4) under the
Securities Act, unless the Company is then subject to Section 13 or 15(d) of
the Exchange Act.


 


(l) 
None of the Company, its Affiliates or any person acting on its or their behalf
(other than the Initial Purchasers) will engage in any directed selling efforts
(as that term is defined in Regulation S) with respect to the Securities, and
the Company and its Affiliates and each person acting on its or their behalf
(other than the Initial Purchasers) will comply with the offering restrictions
requirement of Regulation S.


 


(m) 
During the period of one year after the Closing Date, the Company will not, and
will not permit any of its affiliates (as defined in Rule 144 under the
Securities Act) to resell any of the Securities which constitute “restricted
securities” under Rule 144 that have been reacquired by any of them.


 


(n) 
The Company will cooperate with the Initial Purchasers and use its best efforts
to permit the Securities to be eligible for clearance and settlement through
The Depository Trust Company.


 


(o) 
The Company will not take, directly or indirectly, any action designed to, or
that has constituted or that might reasonably be expected to, cause or result,
under the Exchange Act or otherwise, in stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the
Securities.


 


(p) 
During the period of two years after the Closing Date, the Company will not be
or become, an open-end investment company, unit investment trust or face-amount
certificate company that is or is required to be registered under Section 8
of the Investment Company Act.


 


7.             Offering of Securities; Restrictions on Transfer.  (a) Each Initial Purchaser, severally
and not jointly, represents and warrants that such Initial Purchaser is a
qualified institutional buyer as defined in Rule 144A under the Securities
Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with
the Company that (i) it will not solicit offers for, or offer or sell,
such Securities by any form of general solicitation or general advertising (as
those terms are used in Regulation D under the Securities Act) or in any manner
involving a public offering within the meaning of Section 4(2) of the
Securities Act and (ii) it will solicit offers for such Securities only
from, and will offer such Securities only to, persons that it reasonably
believes to be (A) in the case of offers inside the United States, QIBs
and (B) in the case of offers outside the United States, to persons other
than U.S. persons (“foreign purchasers,” which term shall include dealers or
other professional fiduciaries in the United States acting on a discretionary
basis for foreign beneficial owners (other than an estate or trust)) 


 


12

















 


in reliance upon
Regulation S under the Securities Act that, in each case, in purchasing such
Securities are deemed to have represented and agreed as provided in the Final
Memorandum under the caption “Notice to Investors”.


 


(a) 
Each Initial Purchaser, severally and not jointly, represents, warrants, and agrees
with respect to offers and sales outside the United States that:


 


(i)            such Initial Purchaser understands
that no action has been or will be taken in any jurisdiction by the Company
that would permit a public offering of the Securities, or possession or
distribution of the Disclosure Package, the Final Memorandum or any other
offering or publicity material relating to the Securities, in any country or
jurisdiction where action for that purpose is required;


 


(ii)           such Initial Purchaser will comply
with all applicable laws and regulations in each jurisdiction in which it
acquires, offers, sells or delivers Securities or has in its possession or
distributes the Disclosure Package, the Final Memorandum or any such other
material, in all cases at its own expense;


 


(iii)          the Securities have not been
registered under the Securities Act and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons except in
accordance with Rule 144A or Regulation S under the Securities Act or
pursuant to another exemption from the registration requirements of the
Securities Act;


 


(iv)          such Initial Purchaser has offered the
Securities and will offer and sell the Securities (A) as part of their
distribution at any time and (B) otherwise until 40 days after the later
of the commencement of the offering and the Closing Date, only in accordance
with Rule 903 of Regulation S or as otherwise permitted in Section 8(a);
accordingly, neither such Initial Purchaser, its Affiliates nor any persons
acting on its or their behalf have engaged or will engage in any directed
selling efforts (within the meaning of Regulation S) with respect to the
Securities, and any such Initial Purchaser, its Affiliates and any such persons
have complied and will comply with the offering restrictions requirement of
Regulation S;


 


(v)           such Initial Purchaser, in relation
to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a “Member State”), has represented and agreed that
with effect from and including the date on which the Prospectus Directive is
implemented in that Member State it has not made and will not make an offer of
Securities to the public in that Member State, except that it may, with effect
from and including such date, make an offer of Securities to the public in that
Member State:


 


(1)           at any time to legal entities which
are authorized or regulated to operate in the financial markets or, if not so
authorized or regulated, whose corporate purpose is solely to invest in
securities;


 


13

















 


(2)           at any time to any legal entity which
has two or more of (i) an average of at least 250 employees during the
last financial year; (ii) a total balance sheet of more than €43,000,000
and (iii) an annual net turnover of more than €50,000,000, as shown in its
last annual or consolidated accounts; or


 


(3)           at any time in any other
circumstances which do not require the publication by us of a prospectus
pursuant to Article 3 of the Prospectus Directive.


 


For
the purposes of the above, the expression an “offer of Securities to the public”
in relation to any Securities in any Member State means the communication in
any form and by any means of sufficient information on the terms of the offer
and the Securities to be offered so as to enable an investor to decide to
purchase or subscribe the Securities, as the same may be varied in that Member
State by any measure implementing the Prospectus Directive in that Member State
and the expression Prospectus Directive means Directive 2003/71/EC and includes
any relevant implementing measure in that Member State;


 


(vi)          such Initial Purchaser has represented
and agreed that it has only communicated or caused to be communicated and will
only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the
Financial Services and Markets Act 2000) in connection with the issue or sale
of the Securities in circumstances in which Section 21(1) of such Act
does not apply to us and it has complied and will comply with all applicable
provisions of such Act with respect to anything done by it in relation to any
Securities in, from or otherwise involving the United Kingdom;


 


(vii)         such Initial Purchaser understands that
the Securities have not been and will not be registered under the Securities
and Exchange Law of Japan, and represents that it has not offered or sold, and
agrees not to offer or sell, directly or indirectly, any Securities in Japan or
for the account of any resident thereof except pursuant to any exemption from
the registration requirements of the Securities and Exchange Law of Japan and
otherwise in compliance with applicable provisions of Japanese law; and


 


(viii)        such Initial Purchaser agrees that, at
or prior to confirmation of sales of the Securities, it will have sent to each
distributor, dealer or person receiving a selling concession, fee or other
remuneration that purchases Securities from it during the restricted period a
confirmation or notice to substantially the following effect:


 


“The
Securities covered hereby have not been registered under the U.S. Securities
Act of 1933 (the “Securities Act”) and may not be offered and sold within the
United States or to, or for the account or benefit of,


 


14

















 


U.S. persons (i) as
part of their distribution at any time or (ii) otherwise until 40 days
after the later of the commencement of the offering and the closing date,
except in either case in accordance with Regulation S (or Rule 144A
if available) under the Securities Act. Terms used above have the meaning given
to them by Regulation S.”


 


Terms used in this Section 7(b) have
the meanings given to them by Regulation S.


 


8.             Indemnity and Contribution.  (a)  The Company agrees to indemnify and
hold harmless each Initial Purchaser and each person, if any, who controls any
Initial Purchaser within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, and each affiliate of
any Initial Purchaser within the meaning of Rule 405 under the Securities
Act from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) to
which such Initial Purchaser or such other person may become subject, under the
Securities Act or the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the Disclosure Package, the Final Memorandum, or any
Additional Written Offering Communication (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) or arise
out of or are based upon any omission or alleged omission to state therein a
material fact necessary to make the statements therein in the light of the
circumstances under which they were made not misleading; provided, however that
the Company will not be liable 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 omission or alleged untrue statement or omission from any such
documents in reliance upon and in conformity with written information furnished
to the Company by any Initial Purchaser through the Representatives
specifically for use therein, it being understood and agreed that the only such
information consists of the information described as such in Section 8(b).


 


(b)  Each
Initial Purchaser agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors 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 to the same extent as the foregoing indemnity from the
Company to such Initial Purchaser, but only with reference to information from
any such documents in reliance upon and in conformity with written information
furnished to the Company by any Initial Purchaser through the Representatives
specifically for use in the Preliminary Memorandum or the Final Memorandum or
any amendments or supplements thereto, it being understood and agreed that the
only such information furnished by any Initial Purchaser consists of the
following information in the Preliminary Memorandum or the Final Memorandum:
under the caption “Plan of Distribution”, the first sentence of the fourth
paragraph, second sentence of the seventh paragraph and the ninth paragraph,;
provided, however, that the Initial Purchasers shall not be liable for any
losses, claims,


 


15

















 


damages or liabilities
arising out of or based upon the Company’s failure to perform its obligations
under Section 6(e) or (f) of this Agreement.


 


(c)  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 8(a) or
8(b), such person (the “indemnified
party”) shall promptly notify the person against whom such indemnity may
be sought (the “indemnifying party”)
in writing; but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any indemnified party
otherwise than under Section 8(a) or 8(b); provided that the failure
to give such notice shall not relieve the indemnifying party of its obligations
pursuant to this Agreement (unless and only to the extent that such omission
results in the loss or compromise of any material rights or defenses by the
indemnifying party) and the indemnifying party shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to the
indemnified party and payment of all reasonable fees and expenses in connection
therewith.  Such indemnified party shall
have the right to employ its own counsel in any such action and to participate
in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of such indemnified party, unless: (i) the employment of such
counsel has been specifically authorized in writing by the indemnifying party; (ii) the
indemnifying party has failed promptly to assume the defense and employ counsel
reasonably satisfactory to the indemnified party; or (iii) the named
parties to any such action (including any impleaded parties) include both such
indemnified party and the indemnifying party or any affiliate of the indemnifying
party, and such indemnified party shall have been reasonably advised by counsel
that either (x) there may be one or more legal defenses available to it
which are different from or additional to those available to the indemnifying
party or such affiliate of the indemnifying party or (y) a conflict may
exist between such indemnified party and the indemnifying party or such
affiliate of the indemnifying party (it being understood, however, that the
indemnifying party shall not, in connection with any one such action or
separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
fees and expenses of more than one separate firm of attorneys (in addition to a
single firm of local counsel) for all such indemnified parties, which firm
shall be designated in writing by the Representatives and that all such
reasonable fees and expenses shall be reimbursed as they are incurred).  The indemnifying party shall not be liable
for any such settlement of any proceeding effected without its written consent,
but if settled with such consent or if there be a financial judgment for the
plaintiffs, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or
judgment.  If the indemnifying party
fails to affirmatively grant or deny its consent to any settlement within 60
days of receiving notice thereof, the indemnifying party shall be deemed to
have consented to such settlement.  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 (i) includes an unconditional release of such indemnified party
from all


 


16

















 


liability on claims that
are the subject matter of such proceeding and (ii) does not include a
statement as to or an admission of fault, culpability or failure to act by or
on behalf of any indemnified party.  If
the indemnified party fails to affirmatively grant or deny its consent to any settlement
within 60 days of receiving notice thereof, the indemnified party shall be
deemed to have consented to such settlement.


 


(d)  To the
extent the indemnification provided for in Section 8(a) or 8(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 Company on the one hand and the Initial Purchasers on the other hand from
the offering of the Securities or (ii) if the allocation provided by
clause 9(d)(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 9(d)(i) above but also the relative fault of the Company on
the one hand and of the Initial Purchasers 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 benefits received by the Company on the one hand and the Initial
Purchasers on the other hand in connection with the offering of the Securities
shall be deemed to be in the same respective proportions as the net proceeds
from the offering of the Securities (before deducting expenses) received by the
Company and the total discounts and commissions received by the Initial
Purchasers, in each case as set forth in the Final Memorandum, bear to the
aggregate offering price of the Securities. The relative fault of the Company on
the one hand and of the Initial Purchasers 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 Company or by the
Initial Purchasers and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Initial Purchasers’ respective obligations to contribute pursuant to this Section 8
are several in proportion to the respective principal amount of Securities they
have purchased hereunder, and not joint.


 


(e)  The
Company and the Initial Purchasers agree that it would not be just and
equitable if contribution pursuant to this Section 8 were determined by
pro rata allocation (even if the Initial Purchasers were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in Section 8(d).  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages and liabilities referred to in
Section 8(d) 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 the provisions of this Section 8, no Initial
Purchaser shall be required to contribute any amount in excess of the amount by
which the total price at which the Securities resold by it in the initial
placement of such


 


17

















 


Securities were offered
to investors exceeds the amount of any damages that such Initial Purchaser 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.  The remedies provided for in this Section 8
are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.


 


(f)  The
indemnity and contribution provisions contained in this Section 8 and the
representations, warranties and other statements of the Company contained in
this Agreement 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 Initial Purchaser, any person controlling any Initial
Purchaser or any affiliate of any Initial Purchaser or by or on behalf of the
Company, its directors, or any person controlling the Company and (iii) acceptance
of and payment for any of the Securities.


 


9.             Effectiveness; Defaulting Initial Purchasers.  This Agreement shall become effective upon
the execution and delivery hereof by the parties hereto.


 


If, on the Closing Date,
any one or more of the Initial Purchasers shall fail or refuse to purchase Securities
that it or they have agreed to purchase hereunder on such date, and the
aggregate principal amount of Securities which such defaulting Initial
Purchaser or Initial Purchasers agreed but failed or refused to purchase is not
more than one-tenth of the aggregate principal amount of Securities to be
purchased on such date, the other Initial Purchasers shall be obligated
severally in the proportions that the principal amount of Securities set forth
opposite their respective names in Schedule I bears to the aggregate principal
amount of Securities set forth opposite the names of all such non-defaulting
Initial Purchasers, or in such other proportions as you may specify, to purchase
the Securities which such defaulting Initial Purchaser or Initial Purchasers
agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of
Securities that any Initial Purchaser has agreed to purchase pursuant to this
Agreement be increased pursuant to this Section 9 by an amount in excess
of one-ninth of such principal amount of Securities without the written consent
of such Initial Purchaser. If, on the Closing Date any Initial Purchaser or
Initial Purchasers shall fail or refuse to purchase Securities which it or they
have agreed to purchase hereunder on such date and the aggregate principal
amount of Securities with respect to which such default occurs is more than
one-tenth of the aggregate principal amount of Securities to be purchased on
such date, and arrangements satisfactory to you and the Company for the
purchase of such Securities are not made within 36 hours after such default,
this Agreement shall terminate without liability on the part of any non-defaulting
Initial Purchaser or of the Company.  In
any such case either you or the Company shall have the right to postpone the
Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Disclosure Package, the Final Memorandum or in
any other documents or arrangements may be effected. Any action taken under
this paragraph shall not relieve any defaulting Initial Purchaser from
liability in respect of any default of such Initial Purchaser under this
Agreement.


 


18
















 


If this Agreement shall
be terminated by the Initial Purchasers, or any of them, because of any failure
or refusal on the part of the Company to comply with the terms or to fulfill
any of the conditions of this Agreement, or if for any reason the Company shall
be unable to perform its obligations under this Agreement, the Company will
reimburse the Initial Purchasers or such Initial Purchasers as have so
terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Initial Purchasers in connection with this
Agreement or the offering contemplated hereunder.


 


11.           Counterparts.  This
Agreement may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.


 


12.           Notices.  All
communications hereunder will be in writing and, if sent to the Initial
Purchasers, will be mailed, delivered or telefaxed to the Banc of America
General Counsel (fax no.: (704) 409-0750) and confirmed to the Initial
Purchasers, c/o Banc of America Securities LLC at One Bryant Park, New York,
New York 10036, Attention: General Counsel; or, if sent to the Company, will be
mailed, delivered or telefaxed to fax no.: (201) 703-4152 and confirmed to it
at Sealed Air Corporation, 200 Riverfront Boulevard, Elmwood Park, New Jersey
07407, Attention: General Counsel and Secretary; provided, however, that any
notice to an Initial Purchaser pursuant to Section 8 will be mailed,
delivered or telefaxed and confirmed to such Initial Purchaser.


 


13.           Applicable Law.  This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York.


 


14.           Headings.  The headings of
the sections of this Agreement have been inserted for convenience of reference
only and shall not be deemed a part of this Agreement.


 


15.           No Fiduciary Duty.  The Company acknowledges and agrees that: (i) the
purchase and sale of the Securities pursuant to this Agreement, including the
determination of the offering price of the Securities and any related discounts
and commissions, is an arm’s-length commercial transaction between the Company,
on the one hand, and the several Initial Purchasers, on the other hand, and the
Company is capable of evaluating and understanding and understands and accepts
the terms, risks and conditions of the transactions contemplated by this
Agreement; (ii) in connection with each transaction contemplated hereby
and the process leading to such transaction each Initial Purchaser is and has
been acting solely as a principal and is not the agent or fiduciary of the
Company, or its affiliates, stockholders, creditors or employees or any other
party; (iii) no Initial Purchaser has assumed or will assume an advisory
or fiduciary responsibility in favor of the Company with respect to any of the
transactions contemplated hereby or the process leading thereto (irrespective
of whether such Initial Purchaser has advised or is currently advising the
Company on other matters) or any other obligation to the Company except the
obligations expressly set forth in this Agreement; (iv) the several Initial
Purchasers and their respective affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Company and
that the several Initial Purchasers have no 


 


19

















 


obligation to disclose
any of such interests by virtue of any fiduciary or advisory relationship; and (v) the
Initial Purchasers have not provided any legal, accounting, regulatory or tax
advice with respect to the offering contemplated hereby and the Company has
consulted its own legal, accounting, regulatory and tax advisors to the extent
it deemed appropriate.


 


This Agreement supersedes
all prior agreements and understandings (whether written or oral) between the
Company and the several Initial Purchasers, or any of them, with respect to the
subject matter hereof.  The Company
hereby waives and releases, to the fullest extent permitted by law, any claims
that the Company may have against the several Initial Purchasers with respect
to any breach or alleged breach of fiduciary duty in connection with the
transactions contemplated hereby.


 


20

















 


If the foregoing is in
accordance with your understanding of our agreement, please sign and return to
us the enclosed duplicate hereof, whereupon this letter and your acceptance
shall represent a binding agreement between the Company and the several Initial
Purchasers.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SEALED AIR CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David H. Kelsey

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David H. Kelsey

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President
  and Chief

  
	
   

  	
   

  	
   

  	
   

  	
  Financial Officer

  



 

















 


The foregoing Agreement
is hereby

confirmed and accepted as of the 

date first above written.


 


Banc of America
Securities LLC


Citigroup Global Markets, Inc.


Credit Suisse Securities
(USA) LLC


Morgan Stanley &
Co. Incorporated


RBS Securities Inc.


 


For themselves and the
other several


Initial Purchasers named
in


Schedule I to the
foregoing Agreement.


 


 


	
  By:

  	
  BANC OF AMERICA
  SECURITIES LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Andrew Gordon

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: Andrew Gordon

  	
   

  
	
   

  	
  Title: Principal

  	
   

  
				



 

















 


	
  By: 

  	
  CITIGROUP GLOBAL
  MARKETS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  Brian D. Bednarski

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: Brian D.
  Bednarski

  	
   

  
	
   

  	
  Title: Managing
  Director

  	
   

  
				



 

















 


	
  By: 

  	
  CREDIT SUISSE
  SECURITIES (USA) LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Richard H. Whitney

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: Richard H.
  Whitney

  	
   

  
	
   

  	
  Title:  Managing Director

  	
   

  
				



 

















 


	
  By: 

  	
  MORGAN STANLEY &
  CO. INCORPORATED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Carl-Johan Nordberg

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: Carl-Johan
  Nordberg

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
				



 

















 


	
  By: 

  	
  RBS SECURITIES INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Thomas Bausano

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: Thomas Bausano

  	
   

  
	
   

  	
  Title: Managing
  Director

  	
   

  
				



 

















 


SCHEDULE I


 


	
  Initial Purchasers

  	
   

  	
  Principal

  Amount

  of 7.875% Notes

  	
   

  
	
  Banc
  of America Securities LLC

  	
   

  	
  $

  	
  120,000,000

  	
   

  
	
  Citigroup
  Global Markets, Inc.

  	
   

  	
  76,000,000

  	
   

  
	
  Credit
  Suisse Securities (USA) LLC

  	
   

  	
  76,000,000

  	
   

  
	
  Morgan
  Stanley & Co. Incorporated

  	
   

  	
  76,000,000

  	
   

  
	
  RBS
  Securities Inc.

  	
   

  	
  32,000,000

  	
   

  
	
  BNP
  Paribas Securities Corp.

  	
   

  	
  10,000,000

  	
   

  
	
  Calyon
  Securities (USA) Inc.

  	
   

  	
  10,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  400,000,000

  	
   

  



 

















 


SCHEDULE II


 


Additional Written Offering Communication included in
Disclosure Package


 


(1)  Pricing
Supplement, dated June 12, 2009, attached as Annex I to this Schedule II.


 
















 


ANNEX I TO SCHEDULE II


 




	
  PRICING
  SUPPLEMENT

  	
   

  	
  STRICTLY CONFIDENTIAL

  






 


$400,000,000


 





 


SEALED AIR CORPORATION

7.875% Senior Notes due 2017


 


June 12, 2009


 


Pricing Supplement dated June 12,
2009 to Preliminary Offering Memorandum dated June 11, 2009 of Sealed Air
Corporation (the “Company”)


 


This Pricing Supplement
should be read together with the Preliminary Offering Memorandum.


 


The information in this
Pricing Supplement supplements the Preliminary Offering Memorandum and
supersedes the information in the Preliminary Offering Memorandum to the extent
inconsistent with the information in the Preliminary Offering Memorandum.  Terms used herein but not defined herein
shall have the respective meanings as set forth in the Preliminary Offering
Memorandum.


 


The Notes have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”),
and may not be offered or sold, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act.  Accordingly, the Notes are being
offered and sold only to (1) “qualified institutional buyers” (as defined
in Rule 144A under the Securities Act) and (2) outside the United
States to non-U.S. persons in compliance with Regulation S under the Securities
Act.  For more details about eligible
offers, deemed representations and agreements by investors and transfer
restrictions, see “Notice to Investors” in the Preliminary Offering Memorandum.


 


This investment involves
risks.  See “Risk Factors” beginning on page 10
of the Preliminary Offering Memorandum. 
This Pricing Supplement must be read together with the Preliminary
Offering Memorandum.


 


	
  Issuer:

  	
   

  	
  Sealed
  Air Corporation

  
	
   

  	
   

  	
   

  
	
  Title of Securities:

  	
   

  	
  7.875% Senior
  Notes due 2017 (the “Notes”)

  
	
   

  	
   

  	
   

  
	
  Principal Amount:

  	
   

  	
  $400,000,000

  
	
   

  	
   

  	
   

  
	
  Final Maturity Date:

  	
   

  	
  June 15,
  2017

  
	
   

  	
   

  	
   

  
	
  Issue Price:

  	
   

  	
  97.837%
  plus accrued interest, if any, from June 18, 2009.

  



 

















 


	
  Gross Proceeds:

  	
   

  	
  $391,348,000

  
	
   

  	
   

  	
   

  
	
  Coupon:

  	
   

  	
  7.875% per annum

  
	
   

  	
   

  	
   

  
	
  Yield-to-Maturity:

  	
   

  	
  8.250% per annum

  
	
   

  	
   

  	
   

  
	
  Interest Payment Dates:

  	
   

  	
  June 15
  and December 15

  
	
   

  	
   

  	
   

  
	
  First Interest Payment Date:

  	
   

  	
  December 15,
  2009

  
	
   

  	
   

  	
   

  
	
  Record Dates:

  	
   

  	
  June 1
  and December 1

  
	
   

  	
   

  	
   

  
	
  Optional Redemption:

  	
   

  	
  At any time prior
  to June 15, 2013, the Company may redeem the Notes, in whole or from time
  to time in part, at a redemption price equal to the greater of (i) 101%
  of the principal amount of such Notes or (ii) the sum of the present
  values of the remaining scheduled payments of principal and interest on such
  Notes from the redemption date to the maturity date discounted, in either
  case, to the redemption date on a semiannual basis (assuming a 360-day year
  consisting of twelve 30-day months) at the Treasury Rate plus 50 basis
  points, plus in either (i) or (ii), any interest accrued but not paid to
  the date of redemption.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In addition, at
  any time prior to June 15, 2012, the Company may redeem up to 35% of the
  aggregate principal amount of the Notes with the proceeds from sales of
  certain kinds of its capital stock at a redemption price of 107.875% of the
  principal amount thereof, plus accrued and unpaid interest to the redemption
  date from the proceeds of certain equity offerings. See ‘‘Description of the
  Notes—Optional Redemption” in the Preliminary Offering Memorandum.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except pursuant to
  the preceding paragraphs, the Notes will not be redeemable at the Company’s
  option prior to June 15, 2013.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On or after
  June 15, 2013, the Company may redeem all or a part of the Notes upon
  not less than 30 nor more than 60 days’ notice, at the redemption prices
  (expressed as percentages of principal amount) set forth below plus accrued
  and unpaid interest thereon, to the applicable redemption date, if redeemed
  during the twelve-month period beginning on June 15 of the years
  indicated below:     

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
  2013

  	
   

  	
  103.938

  	
  %

  
	
   

  	
   

  	
  2014

  	
   

  	
  101.969

  	
  %

  
	
   

  	
   

  	
  2015
  and thereafter

  	
   

  	
  100.000

  	
  %

  



 

















 


	
  Use of Proceeds:

  	
   

  	
  The net proceeds
  of this offering are estimated to be approximately $385.8 million, after
  deducting the initial purchasers’ discounts and estimated offering expenses
  of approximately $5.5 million.

  
	
   

  	
   

  	
   

  
	
  Original Issue Discount:

  	
   

  	
  For
  United States federal income tax purposes, the Notes will be treated as
  having been issued with “original issue discount” equal to the excess of the
  stated redemption price at maturity of a Note over its issue price. Each
  holder of a Note must include as gross income for federal income tax purposes
  a portion of such original issue discount for each day during each taxable
  year in which a Note is held even though there is no corresponding receipt of
  cash attributable to such income. Stated interest on a Note will be
  includable in the gross income of a holder in accordance with the holder’s
  regular method of accounting. See “Certain United States Tax Considerations
  For Holders” in the Preliminary Offering Memorandum.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Initial Purchasers:

  	
   

  	
  Name

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Banc of America Securities LLC

  	
   

  	
  Joint
  Book-Running Manager

  
	
   

  	
   

  	
  Citigroup Global Markets Inc.

  	
   

  	
  Joint
  Book-Running Manager

  
	
   

  	
   

  	
  Credit Suisse Securities (USA) Inc.

  	
   

  	
  Joint
  Book-Running Manager

  
	
   

  	
   

  	
  Morgan Stanley & Co. Incorporated

  	
   

  	
  Joint
  Book-Running Manager

  
	
   

  	
   

  	
  RBS Securities Inc.

  	
   

  	
  Joint
  Book-Running Manager

  
	
   

  	
   

  	
  Calyon Securities (USA) Inc.

  	
   

  	
  Co-Manager

  
	
   

  	
   

  	
  BNP Paribas Securities Corp.

  	
   

  	
  Co-Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trade Date:

  	
   

  	
  June 12,
  2009

  
	
   

  	
   

  	
   

  
	
  Settlement Date:

  	
   

  	
  June 18, 2009  (T+4)

  
	
   

  	
   

  	
   

  
	
  Distribution:

  	
   

  	
  144A
  and Regulation S with no registration rights as set forth in the Preliminary
  Offering Memorandum

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CUSIP Numbers:

  	
   

  	
  144A
  CUSIP:  

  	
   

  	
  81211K
  AN0  

  
	
   

  	
   

  	
  144A
  ISIN:

  	
   

  	
  US81211KAN00

  
	
   

  	
   

  	
  Regulation
  S CUSIP:

  	
   

  	
  U81193
  AF8

  
	
   

  	
   

  	
  Regulation
  S ISIN:

  	
   

  	
  USU81193AF86

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Changes to the Preliminary Offering Memorandum:

  	
   

  	
  The
  following changes will be made to the Preliminary Offering Memorandum. Other
  information (including financial information) is deemed to have changed to
  the extent affected by the changes described below:

  



 

















 


	
   

  	
   

  	
  Description of the Notes  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The following paragraphs
  amend and supplement the terms of the Notes offered hereby as described in
  the “Description of the Notes” in the Preliminary Offering Memorandum: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Optional
  Redemption  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In addition, at
  any time prior to June 15, 2012, the Company may redeem up to 35% of the
  aggregate principal amount of Notes issued under the Indenture (including any
  additional Notes) at a redemption price of 107.875% of the principal amount
  thereof, plus accrued and unpaid interest thereon to the redemption date,
  with the net cash proceeds of one or more Equity Offerings; provided that:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  at least 65% of
  the aggregate principal amount of Notes issued under the Indenture (including
  any additional Notes) remains outstanding immediately after the occurrence of
  such redemption (excluding Notes held by the Company or its affiliates); and  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  the redemption
  must occur within 60 days of the date of the closing of such Equity Offering.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Reports by Company and Restricted Subsidiaries  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Company will
  file with the Trustee and transmit to holders, such information, documents
  and other reports that are required to be filed with the SEC pursuant to
  Section 13 or 15(d) of the Exchange Act within 15 days after the
  same would be required to be filed with the SEC. Delivery of such reports,
  information and documents to the Trustee is for informational purposes only
  and the Trustee’s receipt of such information will not constitute
  constructive notice of any information contained therein or determinable from
  information contained therein, including the Company’s compliance with any of
  its covenants hereunder (as to which the Trustee is entitled to rely
  exclusively on Officers’ Certificates).  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If, at any time,
  the Company is not subject to the reporting requirements of Section 13
  or 15(d) of the Exchange Act, the Company must provide the Trustee
  within 15 days after the time periods specified in those sections for a
  registrant that is not an accelerated filer or a large accelerated filer with  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  all quarterly and
  annual financial information that would be required to be contained in a
  filing with the SEC on Forms 10-Q and 10-K if the Company were required to
  file such forms, including a “Management’s Discussion and Analysis of
  Financial Condition and Results of Operations” and, with respect to annual
  information only, a report thereon by the Company’s

  
						



 

















 


	
   

  	
   

  	
   

  	
  certified
  independent accountants, and  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  all current
  reports that would be required to be filed with the SEC on Form 8-K if
  the Company were required to file such reports provided, however, that no
  such current report will be required to be furnished if the Company
  determines in its good faith judgment that such event is not material to
  holders of notes or the business, assets, operations, financial positions or
  prospects of the Company and its Restricted Subsidiaries, taken as a whole,  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  provided, further,
  that to the extent the Company is not subject to the reporting requirements
  of Section 13 or 15(d) of the Exchange Act:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (a)

  	
  Sarbanes-Oxley.
  No
  certifications or attestations concerning the financial statements or
  disclosure controls and procedures or internal controls that would otherwise
  be required pursuant to the Sarbanes-Oxley Act of 2002 will be required
  (provided further, however, that nothing contained in the terms herein shall
  otherwise require the Company to comply with the terms of the Sarbanes-Oxley
  Act of 2002 at any time when it would not otherwise be subject to such
  statute);

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (b)

  	
  Financial
  Statements of Acquired Entities. The financial statements required of
  acquired businesses will be limited to the financial statements (in whatever
  form) that the Company receives in connection with the acquisition, and
  whether or not audited;  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (c)

  	
  Financial
  Statements of Unconsolidated Entities. No financial statements of unconsolidated
  entities will be required;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (d)

  	
  Supplemental
  Schedules. The schedules identified in Section 5-04 of Regulation S-X under
  the Securities Act will not be required;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (e)

  	
  Item
  402 of Regulation S-K. The Company may limit the information disclosed in such reports in respect
  of Item 402 of Regulation S-K under the Securities Act to the information
  identified in Item 402 that is included in this offering memorandum (which
  disclosure regarding such types of information shall be presented in a manner
  consistent in all material respects with the disclosure contained in this
  offering memorandum);

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (f)

  	
  Non-GAAP
  Financial Measures. Compliance with the requirements of Item 10(e) of Regulation S-K
  and Regulation G will not be required; and  

  



 

















 


	
   

  	
   

  	
   

  	
  (g)

  	
  Exhibits.
  No exhibits
  pursuant to Item 601 of Regulation S-K under the Securities Act (other than
  in respect of material agreements governing Indebtedness) will be required.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In addition,
  whether or not required by the SEC, the Company will, if the SEC will accept
  the filing, file a copy of all of the information and reports referred to in
  clauses (1) and (2) with the SEC for public availability within the
  time periods specified in the SEC’s rules and regulations for a
  registrant that is not an accelerated filer or a large accelerated filer. In
  addition, the Company will make the information and reports available to
  securities analysts and prospective investors upon request.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No
  failure to comply with this covenant will be deemed a Default until a period
  of 120 days has elapsed from such failure, and any failure to comply with
  this covenant will be automatically cured when the Company files all required
  reports with the SEC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Capitalization  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The “Capitalization” section of the Preliminary Offering
  Memorandum is hereby deleted and superseded in its entirety with the
  “Capitalization” section set forth as Annex I hereto.

  



 


This material is confidential and is for your
information only and is not intended to be used by anyone other than you. This
information does not purport to be a complete description of these securities
or the offering. Please refer to the offering memorandum for a complete
description.


 


This communication is being distributed to
Qualified Institutional Buyers, as defined in Rule 144A under the
Securities Act, and outside the United States to non-U.S. persons as defined
under Regulation S.


 


This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities in any jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. 


 

















 


ANNEX
1


 


CAPITALIZATION


 


The following table sets forth our cash and cash equivalents and
capitalization as of March 31, 2009:


 


·                  on an actual basis; and


 


·                  on an as-adjusted basis to reflect the sale
of the Notes offered hereby and the application of the net proceeds.


 


The actual data included in the table below is derived from our
unaudited condensed consolidated financial statements as of March 31,
2009.  You should read this table in
conjunction with those financial statements and the related notes and the
description of our liquidity and capital resources included in our Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2009 and
incorporated by reference in this Offering Memorandum.


 


	
   

  	
   

  	
  March 31,
  2009

  	
   

  
	
   

  	
   

  	
  Actual

  	
   

  	
  As 

  Adjusted

  	
   

  
	
   

  	
   

  	
  (Amounts
  in millions)

  	
   

  
	
  Cash and cash equivalents

  	
   

  	
  $

  	
  426.2

  	
   

  	
  $

  	
  812.0

  	
   

  
	
  Short term borrowings and current portion of long
  term debt(1)

  	
   

  	
  $

  	
  186.4

  	
   

  	
  $

  	
  186.4

  	
   

  
	
  Long term debt, less current portion:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.625% Senior Notes due 2013, net of unamortized
  discount

  	
   

  	
  399.3

  	
   

  	
  399.3

  	
   

  
	
  12.0% Senior Notes due February 2014

  	
   

  	
  300.0

  	
   

  	
  300.0

  	
   

  
	
  6.875% Senior Notes due 2033, net of unamortized
  discount

  	
   

  	
  448.5

  	
   

  	
  448.5

  	
   

  
	
  3% Convertible Senior Notes due June 2033

  	
   

  	
  431.3

  	
   

  	
  431.3

  	
   

  
	
  7.875% Senior Notes offered hereby

  	
   

  	
  —

  	
   

  	
  391.3

  	
  (2)

  
	
  Other

  	
   

  	
  10.5

  	
   

  	
  10.5

  	
   

  
	
  Total long-term debt, less current portion

  	
   

  	
  1,589.6

  	
   

  	
  1,980.9

  	
   

  
	
  Total debt

  	
   

  	
  1,776.0

  	
   

  	
  2,167.3

  	
   

  
	
  Total stockholders’ equity(3)

  	
   

  	
  1,920.2

  	
   

  	
  1,920.2

  	
   

  
	
  Total debt and stockholders’ equity

  	
   

  	
  $

  	
  3,696.2

  	
   

  	
  $

  	
  4,087.5

  	
   

  



 






	
  (1)

  	
  In May 2009, the
  remaining $136.7 million principal amount of our outstanding 6.95% Senior
  Notes due 2009 matured. The Company utilized available cash and funds from
  committed liquidity to retire this debt. Interest on these senior notes was
  payable semi-annually in arrears, with final payment of $4.7
  million made upon maturity.

  
	
   

  	
   

  
	
  (2)

  	
  Includes approximately
  $8.7 million discount on the Notes offered hereby. This discount will be
  amortized over the remaining life of the Notes.

  
	
   

  	
   

  
	
  (3)

  	
  At March 31, 2009, we
  had 168,335,442 shares of common stock issued and 158,601,303 shares of
  common stock outstanding. These shares do not include (i) 4.4 million
  restricted stock shares and units of common stock available for issuance at
  March 31, 2009 under our contingent stock plan and directors’ stock
  plan, (ii) 13.0 million shares of common stock issuable upon conversion
  of our 3% Convertible Senior Notes due June 2033; and (iii) 18
  million shares reserved for issuance pursuant to the Settlement agreement.

  



 

















 


EXHIBIT A


 


OPINION
OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP


 

















 


EXHIBIT B


 


OPINION
OF H. KATHERINE WHITE