exv10w1






Exhibit 10.1




EXECUTION COPY




CONFIDENTIAL




	 	 	 

	CITIGROUP GLOBAL MARKETS INC.

390 Greenwich Street 

New York, New York 10013
	 	BANK OF AMERICA, N.A.

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

One Bryant Park

New York, New York 10036
	 	 	 
	BNP PARIBAS SECURITIES CORP.

787 Seventh Avenue 

New York, NY 10019
	 	THE ROYAL BANK OF SCOTLAND PLC

RBS SECURITIES INC.

600 Washington Boulevard

Stamford, CT 06901





June 17, 2011




Sealed Air Corporation

200 Riverfront Blvd, 3rd Floor

Elmwood Park, NJ 07407




Senior Secured Credit Facilities

Senior Bridge Facility

Amended and Restated Commitment Letter




Ladies and Gentlemen:



You have advised Citi (as defined below), Bank of America, N.A. (“Bank of America”),
Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), BNP Paribas (“BNPP”),
BNP Paribas Securities Corp. (“BNPPSC”), The Royal Bank of Scotland plc (“RBS”) and
RBS Securities Inc. (“RBSSI” and, together with Citi, Bank of America, MLPFS, BNPP, BNPPSC
and RBS each a “Commitment Party,” and together the “Commitment Parties”,
“we” or “us”) that Sealed Air Corporation (the “US Borrower” or
“you”) desire to establish the Bank Facilities (as defined in Exhibit A) and the
Senior Bridge Facility (as defined in Exhibit A), the proceeds of which would be used to
finance the transactions described in Exhibit A (the “Transaction Description”).
Capitalized terms used in this letter agreement but not defined herein shall have the meanings
given to them in the Exhibits (as defined below) hereto.



Subject to the terms and conditions described in this letter agreement and the attached
Exhibits A, B, C and D (collectively, the “Exhibits” and,
together with this letter agreement, this “Commitment Letter”), (a) each of Citi, Bank of
America, BNPP and RBS is pleased to inform you of its several and not joint commitment to provide
50.0%, 25.0%, 12.5% and 12.5%, respectively, of the principal amount of each of the Bank Facilities
(in such capacity, each an “Initial Bank Lender” and together, the “Initial Bank
Lenders”), (b) each of Citi, Bank of America, BNPP and RBS is pleased to inform you of its
several and not joint commitment to provide 50.0%, 25.0%, 12.5% and 12.5%, respectively, of the
principal amount of the Senior Bridge Facility (in such capacity, each an “Initial Bridge
Lender” and together the “Initial Bridge Lenders”) and, together with the Initial Bank
Lenders, the “Initial Lenders”), (c) Citi is pleased to advise you of its willingness to
act as the sole and exclusive administrative agent (in such capacity, the “Bank Administrative
Agent”) and collateral agent for the Bank Facilities, (d) Citi is pleased to advise you of its
willingness to act as the sole and exclusive administrative agent (in such capacity, the
“Bridge




Solution — A&R Commitment Letter




 









 







Administrative Agent” and, together with the Bank Administrative Agent, the
“Administrative Agent”) and collateral agent for the Senior Bridge Facility, (e) each of
Citi, MLPFS, BNPPSC and RBS is pleased to advise you of its willingness to act as a co-lead
arranger and co-bookrunner (in such capacity, each a “Bank Lead Arranger” and together, the
“Bank Lead Arrangers”) for the Bank Facilities and its willingness to use its commercially
reasonable efforts to form a syndicate of Bank Lenders (as defined below) under the Bank
Facilities, (f) each of Citi, MLPFS and RBS is pleased to advise you of its willingness to act as
co-lead arranger and co-bookrunner for the Dollar Bridge Subfacility (in such capacity, each a “
Dollar Bridge Subfacility Lead Arranger” and together, the “Dollar Bridge Subfacility
Lead Arrangers”), and (g) each of Citi, MLPFS and BNPPSC is pleased to advise you of its
willingness to act as co-lead arranger and co-bookrunner for the Euro Bridge Subfacility (in such
capacity, each a “Euro Bridge Subfacility Lead Arranger” and together, the “Euro Bridge
Subfacility Lead Arrangers”, and together with the Dollar Bridge Subfacility Lead Arrangers,
the “Bridge Lead Arrangers” and together with the Bank Lead Arrangers, the “Lead
Arrangers”) for the Senior Bridge Facility and to use their commercially reasonable efforts to
form a syndicate of Bridge Lenders (as defined below) under the Senior Bridge Facility. It is
understood and agreed that Citi will have “left” placement, and that MLPFS and/or Bank of America
will appear to the immediate right of Citi, on all marketing materials relating to the Senior
Bridge Facility and the Bank Facilities.



You may appoint (a) one (and no more than one) additional financial institution to be a co-lead
arranger and co-bookrunner for the Dollar Bridge Subfacility, (b) two (and no more than two)
additional financial institutions to be co-lead arrangers and co-bookrunners for the Euro Bridge
Subfacility, in each case in a manner and with the economics determined by you, acting in
consultation with the Lead Arrangers; provided that, in no event shall (i) the percentage of
economics received by any such financial institution with respect to any Facility exceed the
percentage of commitments made by it with respect to such Facility and (ii) the percentage of the
aggregate commitments and economics with respect to any of the Facilities received by an incumbent
Lead Arranger party hereto be reduced to a percentage (after giving pro rata effect to all such
appointments and any other allocations of economics) that is less than 90% of its percentage of the
aggregate commitments and economics in respect of such Facility without giving pro forma effect to
such appointments and allocations. You agree that all appointments of any additional co-lead
arrangers and co-bookrunners shall be made subject to, and in accordance with, the first sentence
of this paragraph and that the economics and commitment amounts of the incumbent Lead Arrangers
under each Facility shall be reduced pro rata based on the aggregate amount of the economics and
commitment amounts of such additional co-lead arranger or co-bookrunner under such Facility;
provided, that in no event shall any such appointment or reduction reduce the aggregate commitment
amount under each Facility to an amount that is less than the aggregate commitments amount under
such facility immediately prior to such appointment and reduction. Notwithstanding the appointment
of any additional financial institution pursuant to this paragraph, it is understood and agreed
that (A) Citi will maintain its “left” placement and MLPFS will maintain its placement to the
immediate right of Citi on all marketing materials relating to the Senior Bridge Facility and the
Bank Facility, and (B) no assignment or novation shall become effective with respect to all or any
portion of the commitment amounts of any additional co-lead arrangers and co-bookrunners in respect
of the Facilities until the Closing Date. You agree that you shall not appoint any additional
titled financial institutions with economics for any Facility other than as provided above,
provided, that you may appoint additional titled agents (without any economics) for each of the
Facilities from among the Lenders in the syndicate arranged by the Lead Arrangers.



For purposes of this Commitment Letter, “Citi” shall mean Citigroup Global Markets Inc., as
well as Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any other of its
affiliates as Citigroup Global Markets Inc. shall determine to be appropriate to provide the
services contemplated herein. The Commitment Parties may, from time to time, determine to provide
certain of the services contemplated herein through one or more of their respective affiliates.




Solution — A&R Commitment Letter





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1. Conditions Precedent



The commitments and other obligations of each Commitment Party hereunder are subject only to the
satisfaction or waiver of the following conditions:





     (a) The execution and delivery by the applicable Loan Parties of definitive loan
documentation for the Bank Facilities (the “Bank Loan Documents”) and, if
applicable, for the Senior Bridge Facility (the “Bridge Loan Documents” and,
together with the Bank Loan Documents, the “Loan Documents”), in each case
including, without limitation, credit agreements, security agreements, guarantees,
intercreditor agreements and other agreements which shall, in each case, be consistent with
this Commitment Letter and subject to the Certain Funds Provisions as set forth below.




     (b) Since December 31, 2010, no Dish Material Adverse Effect (as defined below) shall
have occurred. For purposes hereof, “Dish Material Adverse Effect” means any event,
change, development, effect or occurrence that has been or would reasonably be expected to
be materially adverse to the business, assets, condition (financial or otherwise) or results
of operations of Dish and the “Dish Subsidiaries” (as defined in the Merger
Agreement) taken as a whole; provided, that in determining whether a Dish Material Adverse
Effect has occurred, there shall be excluded any effect to the extent resulting from the
following, either alone, or in combination: (i) any event, change, development, effect or
occurrence or event generally affecting the businesses or industries in which Dish and the
Dish Subsidiaries operate (including general pricing changes), (ii) changes in general
economic or business conditions, including changes in the financial, securities or credit
markets, or changes in such conditions in any area in which Dish or the Dish Subsidiaries
operate, (iii) changes in global or national political conditions (including any outbreak or
escalation of hostilities, declared or undeclared acts of war or terrorism), (iv) except
with respect to the representations and warranties contained in Section 3.5 of the Merger
Agreement, the negotiation, execution or announcement of the Merger Agreement (including
losses or threatened losses of the relationships of Dish or the Dish Subsidiaries with
customers, distributors, suppliers, or franchisees) and the transactions contemplated
thereby, (v) any action or omission (A) required or permitted by the Merger Agreement or (B)
pursuant to the written consent of, or any action otherwise taken by, US Borrower or its
Affiliates, (vi) the failure of Dish to meet any internal or published projections,
forecasts or revenue or earning predictions for any period (provided that the underlying
causes of such failure may be considered in determining whether there is a Dish Material
Adverse Effect), (vii) any change in the trading prices of Dish’s 10.5% Senior Notes due
2020 and “DI’s” (as defined in the Merger Agreement) 8.25% Senior Notes due 2019 (provided
that the underlying causes of such change may be considered in determining whether there is
a Dish Material Adverse Effect), (viii) (A) changes in accounting requirements or principles
or (B) any changes in applicable Laws (as defined in the Merger Agreement) or
interpretations thereof, or (ix) seasonal fluctuations in the business of Dish and the Dish
Subsidiaries (in each of the foregoing clause (i), (ii), (iii) and (viii)(B), to the extent
such effect does not disproportionately affect Dish and the Dish Subsidiaries in relation to
others in the same businesses or industries in which Dish and the Dish Subsidiaries
operate).




     (c) The execution and delivery of this Commitment Letter and the Fee Letter.




     (d) The satisfaction or waiver by the Initial Bank Lenders of the conditions precedent
to the initial funding of the applicable Facility expressly set forth in Exhibit B.



Solution — A&R Commitment Letter





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     (e) The satisfaction or waiver by the Initial Bridge Lenders of the conditions
precedent to the initial funding of the Bridge Facility expressly set forth in Exhibit
C.




     (f) The satisfaction or waiver by the Initial Bank Lenders and Initial Bridge Lenders
of the additional conditions precedent to the initial funding of the Facilities contained in
Exhibit D.


It being understood that there are no conditions (implied or otherwise) to the commitments and
other agreements hereunder other than the conditions stated in clauses (a) through (e) (and upon
satisfaction of such conditions, the initial funding under the Facilities shall occur).



Notwithstanding anything in this Commitment Letter, the Fee Letter or any other letter agreement or
other undertaking concerning the financing of the Transactions to the contrary, (i) the only
representations or warranties, the making and accuracy of which shall be a condition to
availability of the Facilities (as defined in Exhibit A) on the Closing Date shall be (A)
such of the representations made by the Acquired Business in the Merger Agreement that are material
to the interests of the lenders, but only to the extent that you have the right to terminate your
obligations under the Merger Agreement as a result of a breach of such representations or
warranties in the Merger Agreement (the “Merger Agreement Representations”) and (B) the
Specified Representations (as defined below) made by the Borrowers in the Loan Documents and (ii)
the terms of the Loan Documents shall be in a form such that they do not impair availability of the
Facilities on the Closing Date if the conditions set forth in this Commitment Letter are satisfied
(it being understood that to the extent any security interest in the intended Collateral or any
deliverable related to the perfection of security interests in the intended Collateral (other than
any Collateral the security interest in which may be perfected solely by the filing of a UCC
financing statement, or possession of the certificated securities (if any, and to the extent
required to be pledged pursuant to the section entitled “Collateral” on Exhibit B to this
Commitment Letter) evidencing US Borrower’s, and its domestic subsidiaries’, equity) is not
provided on the Closing Date after your use of commercially reasonable efforts to do so, the
perfection or creation of such security interest(s) and, or provision of such deliverable shall not
constitute a condition precedent to the availability of the Facilities on the Closing Date but
shall be required to be delivered after the Closing Date pursuant to arrangements to be mutually
agreed between the Bank Administrative Agent and US Borrower. For purposes hereof, the
“Specified Representations” means the representations and warranties relating to the US
Borrower and its subsidiaries set forth in the Loan Documents relating as to due organization,
corporate existence, corporate power and authority (as to execution, delivery and performance of
the applicable Loan Documents), the due authorization, execution, delivery and enforceability of
the Loan Documents, the Loan Documents not conflicting with charter documents, no material
conflicts of the Loan Documents with law to the extent such conflict could reasonably be expected
to resulted in a Dish Material Adverse Effect, solvency of US Borrower and its consolidated
subsidiaries on a consolidated basis, Federal Reserve margin regulations, status of debt under the
Facilities as senior debt (if applicable), the PATRIOT Act and the Investment Company Act, and, in
the case of the Bank Facilities, subject to the last parenthetical appearing in the preceding
sentence, relating to the validity, priority and perfection of the security interests required to
be pledged hereunder. This paragraph, and the provisions herein, shall be referred to as the
“Certain Funds Provisions.”




2. Commitment Termination



Each Commitment Party’s commitment and the other obligations set forth in this Commitment Letter
will terminate on the earlier of (A) January 1, 2012 (or such later date as may be extended
pursuant to the terms of Section 7.1(b) of the Merger Agreement) and (B) the date the Merger
Agreement is terminated in accordance with its terms prior to the closing of the Acquisition (such
earlier date, the “Termination Date”) unless such Commitment Party shall, in its sole
discretion, agree to an extension in writing.




Solution — A&R Commitment Letter





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3. Syndication



The Lead Arrangers reserve the right, before or after the date of the consummation of the
Acquisition (such date, the “Closing Date”) until the Syndication Date (as defined below),
to syndicate all or a portion of the Initial Lenders’ commitments under each Facility to one or
more other financial institutions and institutional lenders (a) with respect to the Revolving
Facility and the Term A Facility, (i) listed on the list of pre-approved financial institutions
provided to the Lead Arrangers by you prior to the date hereof, and (ii) additional financial
institutions and institutional lenders selected by us in consultation with you, and (b) with
respect to the Term B Facility and the Senior Bridge Facility, selected by us in consultation with
you, and in each case, that will become parties to the applicable Loan Documents (the financial
institutions becoming parties to the Bank Loan Documents being collectively referred to herein as
the “Bank Lenders” and the financial institutions becoming parties to the Bridge Loan
Documents being collectively referred to herein as the “Bridge Lenders” and, together with
the Bank Lenders, the “Lenders”); provided that notwithstanding the Lead Arrangers’ right
to syndicate the Facilities and receive commitments with respect thereto, (i) except to the extent
that such assignees shall become parties to this Commitment Letter, the Initial Lenders shall not
be relieved, released or novated from its obligations hereunder (including its obligation to fund
the Facilities on the Closing Date) in connection with any syndication, assignment or participation
of the Facilities, including its commitments in respect thereof, until after the Closing Date has
occurred, (ii) no assignment or novation shall become effective with respect to all or any portion
of the Initial Lenders’ commitments in respect of the Facilities until the initial funding of the
Facilities, and (iii) unless you otherwise agree in writing, the Initial Lenders shall retain
exclusive control over all rights and obligations with respect to its commitments in respect of the
Facilities, including all rights with respect to consents, modifications, supplements, waivers and
amendments, until the Closing Date has occurred.



The Lead Arrangers, in their capacity as such, will manage all aspects of the syndication of the
Facilities in consultation with you, including the timing of all offers to potential Lenders, the
determination of all amounts offered to potential Lenders, the selection of Lenders (subject to the
preceding paragraph), the allocation of commitments among the Lenders and the compensation to be
provided to the Lenders.



Without limiting your obligations to assist with syndication efforts as set forth herein, it is
understood that the Initial Lenders’ commitments hereunder are not conditioned upon the syndication
of, or receipt of commitments in respect of, the Facilities and in no event shall the commencement
or successful completion of syndication of the Facilities constitute a condition to the
availability of the Facilities on the Closing Date. Until the earlier of (x) the date of
completion of a Successful Syndication (as defined in the Fee Letter) and (y) the date that is 90
days after the Closing Date (in either case, the “Syndication Date”), you agree to actively
assist the Lead Arrangers in completing a timely syndication that is reasonably satisfactory to us
and you. US Borrower’s assistance in forming such syndicate shall include but not be limited to:
(i) as the Lead Arrangers may reasonably request, making senior management, representatives and
advisors of US Borrower available (and using your commercially reasonable efforts to make senior
management of the Acquired Business available) to participate in informational meetings with
potential Lenders at such times and, to the extent applicable, places, to be mutually agreed; (ii)
ensuring that the syndication effort benefits from US Borrower’s existing lending relationships and
to the extent practical and appropriate, the Acquired Business’s existing lending relationships;
(iii) your cooperation (including using commercially reasonable efforts to cause the Acquired
Business to cooperate) in the preparation of a customary confidential information memorandum and
other marketing materials to be used in connection with the syndication; and (iv) using its
commercially reasonable efforts to arrange for (A) the rating of the Notes and the Bank Facilities,
in each case by each of Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s
Financial Services LLC, a wholly-owned subsidiary of The McGraw-Hill Companies, Inc.
(“S&P”) before the marketing of the Notes and (B) an updated corporate family/corporate
credit rating in respect of US Borrower (giving pro forma effect to the Transactions)




Solution — A&R Commitment Letter





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from Moody’s and S&P. For the avoidance of doubt, you will not be required to provide any
information to the extent that the provision thereof would violate any law, rule or regulation, or
any obligation of confidentiality binding upon you, the Acquired Business or any of your or its
affiliates. Notwithstanding anything herein to the contrary, the only financial statements that
shall be required to be provided to the Commitment Parties in connection with the syndication of
the Facilities shall be those required to be delivered pursuant to Exhibit D hereto.
Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or
any other letter agreement or undertaking concerning the financing of the Transactions to the
contrary, the obtaining of the ratings referenced above shall not constitute a condition to the
commitments hereunder or the funding of the Facilities on the Closing Date.



You acknowledge that (i) the Lead Arrangers may make available any Information and Projections
(each as defined in Section 8) (collectively, the “Company Materials”) on a confidential
basis to potential Lenders by posting the Company Materials on IntraLinks, the Internet or another
similar electronic system (the “Platform”) and (ii) certain of the potential Lenders may be
public side Lenders (i.e., Lenders that do not wish to receive material non-public information with
respect to you, the Acquired Business or any securities of any thereof) (each, a “Public
Lender” and each Lender that is not a Public Lender, a “Private Lender”). You agree
(A) at the request of the Lead Arrangers, to assist (and to use commercially reasonable efforts to
cause the Acquired Business to assist) the Lead Arrangers in preparing a version of the information
package and presentation to be provided to potential Lenders that does not contain material
non-public information concerning you, the Acquired Business or any securities of any thereof for
purposes of United States federal and state securities laws; (B) to use commercially reasonable
efforts to identify all Company Materials that are to be made available to Public Lenders which, at
a minimum, will mean that the word “PUBLIC” will appear prominently on the first page thereof; (C)
that by marking Company Materials “PUBLIC,” you will be deemed to have (i) represented that such
Company Materials marked “PUBLIC” do not contain any material non-public information concerning
you, the Acquired Business or any securities of any thereof, and (ii) authorized the Lead Arrangers
and the proposed Lenders to treat such Company Materials as not containing any material non-public
information (although they may be confidential or proprietary) with respect to you, the Acquired
Business or any securities of any thereof for purposes of United States federal and state
securities laws (it being understood that you shall not be under any obligation to mark Company
Materials “PUBLIC”); (D) all Company Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated “Public Lender”; and (E) the Lead Arrangers will be
entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public Lender.”



Before the distribution of any Company Materials to (a) prospective Private Lenders, you shall
provide us with a customary letter authorizing the dissemination of the Company Materials to such
Private Lenders, and (b) prospective Public Lenders, you shall provide us with a customary letter
authorizing the public dissemination of the Company Materials and confirming the absence of any
material non-public information concerning you, the Acquired Business or any securities of any
thereof, therefrom.



To ensure an orderly and effective syndication of each of the Facilities you agree that, until the
Syndication Date, you will not and will not permit any of your affiliates to, syndicate or issue,
attempt to syndicate or issue, announce or authorize the announcement of the syndication or
issuance of any debt security or commercial bank or other debt facility (including any renewals
thereof) other than the Bank Facilities, the Senior Bridge Facility, the Notes, the Securities (or
other debt securities issued to refinance the Senior Bridge Facility in whole or in part), any
indebtedness of the Acquired Business permitted to be incurred pursuant to the Merger Agreement, up
to US$100.0 million of net debt under any structured finance facility in France and other debt
incurred in the ordinary course of business (including, for the avoidance of doubt, any European
securitization of accounts receivable up to a maximum aggregate amount of Euro 150.0 million), in
each case, that could reasonably be expected to (as determined by the




Solution — A&R Commitment Letter





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Lead Arrangers with commitments, or whose affiliates have commitments, representing a majority of
the commitments with respect to the Facilities under this Commitment Letter, in consultation with
the Borrower) adversely affect the syndication of the Facilities in any material respect without
the prior written consent of the Lead Arrangers (not to be unreasonably withheld).



You agree that no Lender will receive any compensation of any kind for its participation in the
Facilities, except as expressly provided in the Fee Letter or in the Exhibits.




4. Fees



In addition to the fees described in the Exhibits, you will pay (or cause to be paid) the fees set
forth in letter agreement dated the date hereof (the “Fee Letter”), between you and the
Commitment Parties. The terms of the Fee Letter are an integral part of each Commitment Party’s
commitment and other obligations hereunder and constitute part of this Commitment Letter for all
purposes hereof. Each of the fees described in the Fee Letter and Exhibits B and C
shall be nonrefundable when paid except as expressly set forth therein.




5. Indemnification



You agree to indemnify and hold harmless each Lead Arranger and each of their respective affiliates
and their respective officers, directors, members, employees, agents and controlling persons
(collectively, the “indemnified persons”), from and against any and all losses, claims,
damages, liabilities and expenses, joint or several, to which any such indemnified person may
become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the
Loan Documents and the other transactions contemplated hereby or thereby, each of the Facilities
and the use of the proceeds thereof or any claim, litigation, investigation or proceeding (any of
the foregoing, a “Proceeding”) relating to any of the foregoing, regardless of whether any
such indemnified person is a party thereto and whether or not such Proceedings are brought by you,
by the Acquired Business, or by your or its respective creditors, equity holders or affiliates or
any other third person, and to reimburse each such indemnified person within 5 business days for
any reasonable and documented out-of-pocket legal expenses of one firm of counsel for all such
indemnified persons, taken as a whole and, if necessary, of one local counsel in each appropriate
jurisdiction (and, to the extent required by the subject matter, one specialist counsel for each
such specialized area of law in each appropriate jurisdiction), and for all such indemnified
persons, taken as a whole (and, in the case of a conflict of interest (as determined in the sole
discretion of each affected indemnified person) where the indemnified person affected by such
conflict informs you of such conflict and thereafter retains its own counsel, of another firm of
counsel for each such affected indemnified person) or other reasonable and documented out-of-pocket
fees and expenses incurred in connection with investigating or defending any of the foregoing;
provided that the foregoing indemnity will not, as to any indemnified person, apply to losses,
claims, damages, liabilities or related expenses (i) which resulted from the gross negligence, bad
faith or willful misconduct of such indemnified person or any of its related indemnified persons
(as defined below), (ii) to the extent arising from a material breach of the obligations of such
indemnified person or any of its related indemnified persons under this Commitment Letter, the Fee
Letter or the Loan Documents (in the case of each of preceding clauses (i) and (ii), as determined
by a court of competent jurisdiction in a final and non-appealable judgment) or (iii) arising out
of any Proceeding that does not involve an act or omission of you or any of your affiliates and
that is brought by an indemnified person against any other indemnified person (except when one of
the parties to such action was acting in its capacity as an agent, an arranger, a bookrunner or
other agency capacity). Notwithstanding any other provision of this Commitment Letter, no
indemnified person shall be liable for any damages arising from the use by others of information or
other materials obtained through electronic, telecommunications or other information transmission
systems, except to the extent such damages are found by a final, non-appealable judgment of a court
of competent jurisdiction to have resulted from the




Solution — A&R Commitment Letter






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bad faith, gross negligence or willful misconduct of such indemnified person or any related
indemnified person. Notwithstanding any other provisions of this Commitment Letter to the
contrary, none of we, you, the Acquired Business or any indemnified person shall be liable for any
indirect, special, punitive or consequential damages incurred in connection with the Transactions
or the other transactions contemplated by this Commitment Letter (provided that this provision
shall not limit your indemnification obligations set forth above, including, without limitation, as
to any claims by persons not party to this Commitment Letter, or brought in violation of this
sentence). For purposes hereof, a “related indemnified person” of an indemnified person
means (1) any person controlled by, controlling or under common control with such indemnified
person (an “affiliate”) and (2) the respective directors, officers, employees or agents of such
indemnified person or any affiliate of such indemnified person, in each case, acting on behalf of
or at the instructions of such indemnified person or any such affiliate.




6. Costs and Expenses



You shall pay or reimburse each Commitment Party from time to time, upon presentation of a summary
statement, together with any supporting documentation reasonably requested by you, for all
reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Commitment
Party (whether incurred before or after the date hereof) in connection with the Facilities and the
preparation, negotiation, execution, delivery and enforcement of this Commitment Letter and the
Loan Documents, provided that legal fees shall be limited to the reasonable fees and disbursements
of counsel to the Commitment Parties identified in Exhibits B and C and, if
necessary, of one local counsel in each appropriate jurisdiction (and, to the extent required by
the subject matter, one specialist counsel for each such specialized area of law in each
appropriate jurisdiction) to the Commitment Parties in each relevant material jurisdiction;
provided that, if the Closing Date does not occur, you shall only be required to reimburse 50% of
the aggregate costs and expenses referenced in this Section 6. The foregoing provisions in this
paragraph shall be superseded in each case, to the extent covered thereby, by the applicable
provisions contained in the Loan Documents upon execution thereof and thereafter shall have no
further force and effect.




7. Confidentiality



You agree that this Commitment Letter and the Fee Letter, and the contents hereof and thereof, are
for your confidential use only and that neither its existence nor the terms hereof will be
disclosed by you to any person without the prior written approval of the Lead Arrangers (such
approval not to be unreasonably withheld or delayed) other than to your affiliates and your and
their officers, directors, employees, attorneys, accountants, agents and other advisors, and then
only on a confidential and “need to know” basis in connection with the transactions contemplated
hereby. Notwithstanding the foregoing, (i) you may disclose this Commitment Letter (and the Fee
Letter with fee amounts and percentages redacted) to the Acquired Business, its affiliates, their
respective subsidiaries and their respective officers, directors, employees, affiliates,
independent auditors, legal counsel and other legal advisors on a confidential and “need to know”
basis in connection with the Acquisition, (ii) following your acceptance hereof, you may disclose
the Commitment Letter (but not the Fee Letter) in any offering memoranda relating to the Notes, in
any syndication or other marketing materials in connection with the Facilities or in connection
with any public filing relating to the Transactions, (iii) following your acceptance of the
provisions hereof and its return of an executed counterpart of this Commitment Letter to the Lead
Arrangers as provided below, you may file a copy of any portion of this Commitment Letter (other
than the Fee Letter) in any public record in which it is required by law to be filed, (iv) you may
disclose the existence and contents of this Commitment Letter, including the Exhibits A,
B and C to any rating agency or other person in connection with the Transactions to
the extent necessary to satisfy your obligations or the conditions hereunder, (v) you may make such
other public disclosures of any of the terms and conditions hereof pursuant to the order of any
court or administrative agency in any pending legal, judicial or administrative proceeding, or




Solution — A&R Commitment Letter





8









 







as otherwise required by law or compulsory legal process or to the extent requested or required by
governmental and/or regulatory authorities, in each case based on the reasonable advice of your
legal counsel (in which case you agree, to the extent practicable and not prohibited by applicable
law, regulation or other compulsory legal process or order to inform us promptly thereof prior to
disclosure), (vi) you may disclose the aggregate fee amounts contained in the Fee Letter as part of
Projections and, where applicable, the absence of any “flex” or similar terms that would decrease
the amount of the Facilities, pro forma information or a generic disclosure of aggregate sources
and uses related to fee amounts related to the Transactions to the extent customary or required in
offering and marketing materials for the Facilities and/or the Notes or in any public filing
relating to the Transactions, and to the Acquired Business, its affiliates, their respective
subsidiaries and their respective officers, directors, employees, affiliates, independent auditors,
legal counsel and other legal advisors on a confidential and “need to know” basis solely in
connection with the Acquisition, and (vii) you may disclose the Exhibits and the existence of the
Commitment Letter to any rating agency in connection with the Transactions. Your obligations under
this paragraph shall terminate on the second anniversary of the Execution Date (as defined on
Exhibit D hereto).



Each Commitment Party and its affiliates will use all confidential information provided to them or
such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the
related Transactions solely for the purpose of providing the services which are the subject of this
Commitment Letter and shall treat confidentially all such information and shall not publish,
disclose or otherwise divulge, such information; provided that nothing herein shall prevent any
Commitment Party or its affiliates from disclosing any such information (a) pursuant to the order
of any court or administrative agency or in any pending legal, judicial or administrative
proceeding, or otherwise as required by applicable law or compulsory legal process based on the
advice of counsel (in which case such Commitment Party agrees (except with respect to any audit or
examination conducted by bank accountants or any governmental bank regulatory authority exercising
examination or regulatory authority), to the extent practicable and not prohibited by applicable
law, regulation, or other compulsory legal process or order, to inform you promptly thereof prior
to disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over
such Commitment Party or any of its affiliates (in which case such Commitment Party agrees, to the
extent practicable and not prohibited by applicable law, regulation, or other compulsory legal
process or order, to inform you promptly thereof prior to disclosure), (c) to the extent that such
information becomes publicly available other than by reason of improper disclosure by such
Commitment Party or any of its affiliates, (d) to the extent that such information is received by
such Commitment Party from a third party that is not, to such Commitment Party’s knowledge, subject
to confidentiality obligations owing to you, the Borrower or any respective affiliates or related
parties, (e) to the extent that such information is independently developed by such Commitment
Party, (f) to such Commitment Party’s affiliates and to their and their affiliates’ respective
employees, legal counsel, independent auditors, professionals and other experts or agents who need
to know such information in connection with the Transactions and who have agreed (including as a
general condition of employment) to keep information of this type confidential; (g) to potential or
prospective lenders, participants or prospective participants and to any direct or indirect
contractual counterparty to any swap or derivative transaction relating to US Borrower or any of
its subsidiaries, in each case who agree to be bound by the terms of this paragraph (or
confidentiality and undertakings substantially similar to this paragraph) or (h) for purposes of
establishing a “due diligence” defense; provided that the disclosure of any such information to any
potential or prospective Lenders, participants or prospective participants or assignees and to any
direct or indirect contractual counterparty to any swap or derivative transaction relating to US
Borrower or any of its subsidiaries referred to above shall be made subject to the acknowledgment
and acceptance by such potential or prospective Lender, participant or prospective participant or
assignees or any direct or indirect contractual counterparty to any swap or derivative transaction
relating to US Borrower or any of its subsidiaries that such information is being disseminated on a
confidential basis (on substantially the terms set forth in this paragraph or as is otherwise
reasonably




Solution — A&R Commitment Letter





9









 







acceptable to you and each Commitment Party, including, without limitation, as agreed in any
Company Materials or other marketing materials) in accordance with the standard syndication
processes of each Commitment Party or customary market standards for dissemination of such type of
information. The Commitment Party’s, and its affiliates’, if any, obligations under this paragraph
shall terminate automatically and be superseded by the confidentiality provisions in the Bank Loan
Documentation and Bridge Loan Documentation upon the initial funding thereunder; provided that if
the Closing Date does not occur, this paragraph shall automatically terminate on the second
anniversary hereof.




8. Representations and Warranties



You represent and warrant (which representation and warranty shall be to the best of your knowledge
to the extent it related to the Acquired Business or its subsidiaries or businesses) that (i) all
written information, other than Projections (as defined below), other forward looking information
and information of a general economic or general or specific industry nature, that has been or will
hereafter be made available to any Commitment Party by you or by any of your representatives on
your behalf in connection with the transactions contemplated hereby (the “Information”),
when taken as a whole, is or will be correct in all material respects and does not or will not,
when furnished, contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein not materially misleading in light of
the circumstances under which such statements were or are made (giving effect to all supplements
and updates previously provided thereto) and (ii) all financial projections, if any, that have been
or will be prepared by or on behalf of you or by any of your representatives on your behalf in
connection with the transactions contemplated hereby (which information shall be to the best of
your knowledge to the extent it related to the Acquired Business or its subsidiaries or businesses)
and made available to any Commitment Party, any Lender or any potential Lender (the
“Projections”) have been or will be prepared in good faith based upon assumptions that are
believed by you to be reasonable at the time prepared; it being understood that the Projections are
as to future events and are not to be viewed as facts, the Projections are subject to significant
uncertainties and contingencies, many of which are beyond your control, that no assurance can be
given that any particular Projections will be realized and that actual results during the period or
periods covered by any such Projections may differ significantly from the projected results and
such differences may be material. If, at any time prior to the Syndication Date, you become aware
that any of the representations and warranties in the preceding sentence would be incorrect in any
material respect if the Information or Projections were being furnished, and such representations
and warranties were being made, at such time, then you will (or, with respect to the Information
and Projections relating to the Acquired Business, you will use commercially reasonable efforts to)
promptly supplement the Information and or Projections so that such representations and warranties
(and with respect to the representations and warranties relating to the Acquired Business and its
subsidiaries, to the best of your knowledge) contained in this paragraph remain accurate and
complete in all material respects under those circumstances.



In arranging each of the Facilities including the syndications of the Facilities, each Commitment
Party will be entitled to use, and to rely on the accuracy of, the Information without
responsibility for independent verification thereof.




9. No Third Party Reliance; Not a Fiduciary, Etc.



The agreements of each Commitment Party hereunder and of any Lender that issues a commitment to
provide financing under the Bank Facilities and/or the Senior Bridge Facility are made solely for
your benefit and the benefit of each Commitment Party, as applicable, and may not be relied upon or
enforced by any other person.




Solution — A&R Commitment Letter





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You hereby acknowledge that each Commitment Party is acting pursuant to a contractual relationship,
on an arm’s length basis, and the parties hereto do not intend that each Commitment Party act or be
responsible as a fiduciary to you, your management, stockholders, creditors or any other person.
You and each Commitment Party hereby expressly disclaim any fiduciary relationship and agree they
are each responsible for making their own independent judgments with respect to any transactions
entered into between them. You also hereby acknowledge that each Commitment Party has not advised
and is not advising you as to any legal, accounting, regulatory or tax matters, and that you are
consulting your own advisors concerning such matters to the extent you deem it appropriate.



You understand that each Commitment Party and its affiliates (collectively, the “Group”)
are engaged in a wide range of financial services and businesses (including investment management,
financing, securities trading, corporate and investment banking and research). Members of the
Group and businesses within the Group generally act independently of each other, both for their own
account and for the account of clients. Accordingly, there may be situations where parts of the
Group and/or their clients either now have or may in the future have interests, or take actions,
that may conflict with your interests. For example, the Group may, in the ordinary course of
business, engage in trading in financial products or undertake other investment businesses for
their own account or on behalf of other clients, including without limitation, trading in or
holding long, short or derivative positions in securities, loans or other financial products of you
or your affiliates or other entities connected with the Facility or the transactions contemplated
hereby.



In recognition of the foregoing, you agree that the Group is not required to restrict its
activities as a result of this Commitment Letter and that the Group may undertake any business
activity without further consultation with or notification to you. Neither this Commitment Letter
nor the receipt by any Commitment Party of confidential information nor any other matter will give
rise to any fiduciary, equitable or contractual duties (including without limitation, any duty of
trust or confidence) that would prevent or restrict the Group from acting on behalf of other
customers or for its own account. Furthermore, you agree that neither the Group nor any member or
business of the Group is under a duty to disclose to you or use on your behalf any information
whatsoever about or derived from those activities or to account for any revenue or profits obtained
in connection with such activities. However, consistent with the Group’s long-standing policy to
hold in confidence the affairs of its customers, the Group will not use confidential information
obtained from you except in connection with its services to, and its relationship with, you;
provided, however, that the Group will be permitted to disclose information as provided in Section
7 above.




10. Assignments



Other than pursuant to the syndication provisions in paragraph 3 above, and by Commitment Parties
to their respective affiliates as expressly provided for herein, this Commitment Letter and the
commitments hereunder shall not be assignable by any party hereto, without the prior written
consent of each other party hereto (such consent not to be unreasonably withheld or delayed) (and
any attempted assignment without such consent shall be void ab initio).




11. Amendments



This Commitment Letter may not be amended or any provision hereof waived or modified except by an
instrument in writing signed by each party hereto.




Solution — A&R Commitment Letter





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12. Miscellaneous



THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE INTERPRETATION OF THE DEFINITION OF “DISH MATERIAL
ADVERSE EFFECT” (AND WHETHER OR NOT A DISH MATERIAL ADVERSE EFFECT HAS OCCURRED) SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW THEREOF TO THE EXTENT THE SAME WOULD PERMIT OR REQUIRE THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. This Commitment Letter and the Fee Letter set
forth the entire agreement among the parties with respect to the matters addressed herein and
supersede all prior communications, written or oral, with respect hereto (including that certain
commitment letter dated May 31, 2011 and that certain fee letter dated May 31, 2011). This
Commitment Letter may be executed in any number of counterparts, each of which, when so executed,
shall be deemed to be an original and all of which, taken together, shall constitute one and the
same Commitment Letter. Delivery of an executed counterpart of a signature page to this Commitment
Letter by telecopier shall be as effective as delivery of a manually executed counterpart of this
Commitment Letter. Sections 4 through 9 and 12 through 14 shall survive the termination of the
Commitment Party’s commitment hereunder and shall remain in full force and effect regardless of
whether definitive Loan Documents are executed and delivered (with respect to Section 7, to the
extent set forth therein); provided that your obligations under this Commitment Letter (other than
your obligations with respect to (a) assistance to be provided in connection with the syndication
thereof (including supplementing and/or correcting Information and Projections) prior to the
Syndication Date and (b) confidentiality of the Fee Letter and the contents thereof) shall
automatically terminate and be superseded by the provisions of the Loan Documents upon the initial
funding thereunder, and you shall automatically be released from all liability in connection
therewith at such time. You may terminate this Commitment Letter and/or the Initial Lender’s
commitments with respect to the Facilities (or portion thereof) hereunder at any time subject to
the provisions of the preceding sentence. You acknowledge that information and documents relating
to the Facilities may be transmitted through the Platform, subject to the limitations set forth in
Section 3.



Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable
agreement with respect to the subject matter contained herein, including an agreement to negotiate
in good faith the Loan Documents by the parties hereto in a manner consistent with this Commitment
Letter, it being acknowledged and agreed that the commitment provided hereunder is subject to the
conditions precedent as expressly set forth herein. Reasonably promptly after the execution of
this Commitment Letter, the parties hereto shall proceed with the negotiation of the Loan Documents
for the purpose of executing and delivering the Loan Documents substantially simultaneously with
the consummation of the Acquisition.



Section headings used herein are for convenience of reference only and are not to affect the
construction of, or to be taken into consideration in interpreting, this Commitment Letter.




13. Taxes; Payments.



All payments under this Commitment Letter (including without limitation, the Fee Letter) will,
except as otherwise provided herein, be made in U.S. Dollars in New York, New York and will be made
free and clear of and without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto. You will pay any
and all such taxes and will indemnify each Commitment Party for and hold it harmless against any
such taxes and any liability arising therefrom or with respect thereto.




Solution — A&R Commitment Letter





12









 







To the fullest extent permitted by law, you will make all payments hereunder regardless of any
defense or counterclaim, including, without limitation, any defense or counterclaim based on any
law, rule or policy which is now or hereafter promulgated by any governmental authority or
regulatory body and which may adversely affect your obligation to make, or the right of each
Commitment Party to receive, such payments.




14. Waiver of Jury Trial, Etc.



EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS
COMMITMENT LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES HERETO IN
THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.



With respect to all matters relating to this Commitment Letter, the Fee Letter or any other letter
agreement or other undertaking concerning the financing of the Transactions and the financing
contemplated under those agreements or undertakings, each of the parties hereto hereby irrevocably
and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of the
United States District Court for the Southern District of New York or, if that federal court lacks
subject matter jurisdiction, the Commercial Division of the Supreme Court of the State of New York
sitting in New York County, and any appellate court from any thereof, in any action or proceeding
arising out of or in any way relating to this Commitment Letter, the Fee Letter or any other letter
agreement or other undertaking concerning the financing of the Transactions and the financing
contemplated under those agreements or undertakings, or (subject to clause (v) below) for
recognition or enforcement of any judgment, (ii) agrees that it will not assert any claim, or in
any way support any suit, action or proceeding, arising out of or relating to this Commitment
Letter, the Fee Letter or any other letter agreement or other undertaking concerning the financing
of the Transactions and the financing contemplated under those agreements or undertakings, or for
recognition or enforcement of any judgment, other than in such courts, (iii) agrees that all suits,
claims, actions or proceedings related to this Commitment Letter, the Fee Letter or any other
letter agreement or other undertaking concerning the financing of the Transactions and the
financing contemplated under those agreements or undertakings shall be heard and determined only in
such courts, (iv) waives, to the fullest extent it may effectively do so, the defense of an
inconvenient forum, (v) agrees that a final judgment of such courts shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, and
(vi) consents to the service of any process, summons, notice or document in any such suit, action
or proceeding by registered mail addressed to you or us at the addresses specified on the first
page of this Commitment Letter. Nothing herein will affect the right of any party to serve legal
process in any other manner permitted by law.




15. Patriot Act



The Commitment Parties hereby notify you that pursuant to the requirements of the USA Patriot Act,
Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), the
Commitment Parties and the Lenders are required to obtain, verify and record information that
identifies Borrowers, which information includes the name, address, tax identification number and
other information regarding Borrowers that will allow the Commitment Parties or such Lender to
identify Borrowers in accordance with the Patriot Act. This notice is given in accordance with the
requirements of the Patriot Act and is effective as to the Commitment Parties and the Lenders.



Please indicate your acceptance of the provisions hereof by signing the enclosed copy of this
Commitment Letter and the Fee Letter and returning them to Christopher Wood at Citigroup Global




Solution — A&R Commitment Letter





13









 







Markets Inc., 390 Greenwich St., New York, NY 10013, facsimile: (646) 291-5515, at or before 5:00
p.m. (New York City time) on June 24, 2011, the time at which each the Commitment Party’s
commitment and other obligations hereunder (if not so accepted prior thereto) will terminate.




[SIGNATURE PAGES FOLLOW]




Solution — A&R Commitment Letter







14









 







We are pleased to have been given the opportunity to assist you in connection with the financing
for the Transactions.




	 	 	 	 	 
	 	Very truly yours,



CITIGROUP GLOBAL MARKETS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE]




Solution — A&R Commitment Letter





 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MERRILL LYNCH, PIERCE, FENNER & SMITH 

INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE]




Solution — A&R Commitment Letter





 









 








	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BNP PARIBAS SECURITIES CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE]




Solution — A&R Commitment Letter





 









 








	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	RBS SECURITIES INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE]




Solution — A&R Commitment Letter





 









 







Accepted and agreed:




	 	 	 	 	 
	SEALED AIR CORPORATION

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



[SIGNATURE PAGE]




Solution — A&R Commitment Letter





 











 





			
	CONFIDENTIAL
	 	EXHIBIT A






Transaction Description



All capitalized terms used herein but not defined herein shall have the meanings provided in the
Commitment Letter to which this Exhibit A is attached. The following transactions,
including the Acquisition, are referred to herein as the “Transactions.”





     1. Sealed Air Corporation (the “US Borrower”), through a wholly-owned
subsidiary, will acquire all of the outstanding shares of a company identified to you as
“Dish” (“Dish”, the “Acquired Business”) for aggregate consideration payable
to Dish’s shareholders equal to 31,700,000 shares of US Borrower’s common stock plus
US$2,284,437,000 (less certain transaction expenses as set forth in the Merger Agreement)
(the “Acquisition”) pursuant to an Agreement and Plan of Merger, to be entered into
by US Borrower, Dish and the other persons party thereto (together with all schedules,
exhibits and annexes thereto, the “Merger Agreement”).




     2. The US Borrower will incur senior secured credit facilities consisting of (i) a term
A loan facility, available in Euros, in an aggregate principal amount of up to the
Equivalent (as defined in Exhibit B) of US$750 million, provided that the US
Borrower may, on or prior to July 15, 2011, with the consent of each of the Lead Arrangers
(such consent not to be unreasonably withheld, delayed or conditioned), request that the
entire amount of such term A loan facility be made available in U.S. Dollars, instead of
Euros (the “Term A Facility”); (ii) a term B loan facility in the aggregate
principal amount of up to the Equivalent of US$1,550 million, of which US$1,000 million
thereof will be available in U.S. Dollars and the Equivalent of US$550 million thereof will
be available in Euros, provided that the US Borrower may, on or prior to July 15, 2011, with
the consent of the each of the Lead Arrangers (such consent not to be unreasonably withheld,
delayed or conditioned), request that the entire amount of such term B loan facility be made
available in U.S. Dollars (the “Term B Facility”, and together with the Term A
Facility, the “Term Facilities”); and (iii) a revolving credit facility, in an
aggregate principal amount of up to the Equivalent of US$700 million, available in U.S.
Dollars, Euros and in the Committed Currencies (the “Revolving Facility” and,
together with the Term Facilities, the “Bank Facilities”), of which an amount to be
agreed may be drawn on the Closing Date, in each case, as described in the summary of terms
and conditions attached hereto as Exhibit B (the “Bank Term Sheet”).




     3. The US Borrower will (i) issue up to the Equivalent of US$1,500 million in aggregate
principal amount of its unsecured senior notes (the “Notes”), of which an aggregate
principal amount of up to the Equivalent of US$500 million thereof will be issued in Euros
and US$1,000 million thereof will be issued in U.S. Dollars, in a public offering or in a
Rule 144A or other private placement, or (ii) if and to the extent that some or all of the
Notes are not placed, borrow up to the Equivalent of US$1,500 million in senior bridge loans
(including an amount in Euros up to the Equivalent of US$500 million from one or more
lenders (the “Euro Bridge Subfacility”) and an amount in Dollars up to the
Equivalent of US$1,000 million from one or more lenders (the “Dollar Bridge
Subfacility”) under the senior bridge facility (the “Senior Bridge Facility”
and, together with the Bank Facilities, the “Facilities”) described in Exhibit
C (the “Bridge Term Sheet”), which would be anticipated to be refinanced with
debt securities similar to the Notes (the “Securities”).



Solution — A&R Commitment Letter







A-1









 









     4. All material existing third party indebtedness for borrowed money of Dish and
its subsidiaries (which will exclude (x) certain existing indebtedness, including ordinary
course working capital credit lines, with an aggregate amount outstanding thereunder of up
to an amount that the Initial Lenders and US Borrower reasonably agree may remain
outstanding after the Closing Date (collectively, the “Permitted Existing Debt”) and
(y) other de minimis indebtedness of Dish and its subsidiaries that is outstanding in a
principal amount not to exceed US$5 million; provided that the aggregate amount of
indebtedness outstanding pursuant to this clause (y) shall not exceed US$30 million) will be
refinanced, repaid or satisfied and discharged in accordance with the requirements of the
applicable indentures and the credit facility and all liens other than liens permitted to
remain outstanding under the Loan Documents (including, without limitation, any liens
relating to the Permitted Existing Debt) shall be discharged (or arrangements shall be made
for such discharge) (the “Dish Refinancing”). Letters of credit issued under Dish’s
current credit facility agreement will be reissued under, or assumed by the Issuing Bank
pursuant to, the Revolving Facility.




     5. All indebtedness under the Five Year Credit Agreement (the “Soap Credit Agreement”),
dated as of July 26, 2005 (as amended from time to time) by and among Sealed Air Corporation,
certain of its subsidiaries and CitiCorp USA, Inc., as Agent, will be refinanced, repaid or
satisfied and discharged in accordance with the requirements thereof (the “Soap
Refinancing” and together with the Dish Refinancing, the “Refinancing”). At the option
of the Borrowers, letters of credit issued under the Soap Credit Agreement will be reissued under,
or assumed by the Issuing Bank pursuant to, the Revolving Facility.



Solution — A&R Commitment Letter






A-2









 








			
	CONFIDENTIAL
	 	EXHIBIT B






Senior Secured Bank Facilities

Summary of Principal Terms and Conditions



All capitalized terms used herein but not defined herein shall have the meanings provided in the
Commitment Letter (including the exhibits thereto) to which this Summary of Principal Terms and
Conditions is attached.




	 	 	 

	Borrowers:

	 	Sealed Air Corporation (the “US Borrower”, each wholly-owned
restricted foreign subsidiary of the US Borrower listed on Annex I
to this Exhibit B and certain other wholly-owned foreign
restricted subsidiaries of the US Borrower, to be agreed, the
“Foreign Borrowers”, and together with the US Borrower, the
“Borrowers”). The Borrowers and the Guarantors (as defined below)
are collectively referred to herein as the “Loan Parties.”
	 
	 	 
	Bank Lead Arrangers:

	 	Citi, MLPFS, BNPPSC and RBSSI (each a “Bank Lead Arranger” and,
collectively, the “Bank Lead Arrangers”).
	 
	 	 
	Bank Administrative
Agent,
and Collateral Agent:

	 	Citi (in its capacity as administrative agent for the Bank Lenders,
the “Bank Administrative Agent”, and in its capacity as collateral
agent for the Bank Lenders, the “Collateral Agent”).
	 
	 	 
	Bank Lenders:

	 	Citi, Bank of America, BNPP, RBS and a syndicate of financial
institutions and institutional lenders arranged by the Bank Lead
Arrangers in consultation with (or where applicable, with the
consent of), US Borrower, in accordance with the syndication
provisions of the Commitment Letter (the “Bank Lenders”).
	 
	 	 
	Guarantors:

	 	All obligations under the Bank Facilities and under any cash
management, interest rate protection or other hedging arrangements
entered into with the Bank Administrative Agent, any Bank Lender,
or any affiliates of the foregoing shall be unconditionally and
irrevocably guaranteed on a senior secured basis (the “Bank
Guarantees”) by, except to the extent prohibited or restricted by
applicable law or by contract existing on the Closing Date or,
with respect to subsidiaries acquired after the Closing Date,
existing when such subsidiary was acquired (including any
requirement to obtain the consent of any governmental authority or
third party) or resulting in material adverse tax consequences as
reasonably determined by US Borrower in consultation with the Bank
Administrative Agent, all of the existing and future, direct and
indirect, wholly-owned, material domestic restricted subsidiaries
of US Borrower except: (i) any indirect subsidiaries constituting
controlled foreign corporations or any direct subsidiaries
thereof, (ii) any wholly-owned, domestic restricted subsidiary
substantially all of the assets of which constitute the equity of
controlled foreign corporations and (iii) any unrestricted
subsidiaries, captive





Solution — A&R Commitment Letter




B-1









 






	 	 	 

	 

	 	insurance companies, not-for-profit
subsidiaries, special purpose entities and immaterial
subsidiaries.
	 
	 	 
	 

	 	In addition, wholly-owned, material foreign restricted
subsidiaries of the Borrowers will be required to provide Bank
Guarantees with respect to the obligations of Foreign Borrowers,
subject to any requirements of applicable law and the benefit from
any such guarantee outweighing the cost of obtaining the same, as
reasonably determined by the Bank Administrative Agent in
consultation with US Borrower.
	 
	 	 
	 

	 	The subsidiary guarantors described under this section being
referred to herein as the “Guarantors”.
	 
	 	 
	Bank Facilities:

	 	(A) A term A term loan facility (the “Term A Facility”), available
in Euros, in an aggregate principal amount equal to the Equivalent
of US$750 million; provided, that the US Borrower may, on or prior
to July 15, 2011, with the consent of each Lead Arranger (such
consent not to be unreasonably withheld, delayed or conditioned),
request that the entire amount of the Term A Facility be made
available in U.S. Dollars, instead of Euros.
	 
	 	 
	 

	 	(B) A term B term loan facility (the “Term B Facility”, and
together with the Term A Facility, the “Term Facilities”) in an
aggregate principal amount equal to the Equivalent of US$1,550
million, of which (x) US$1,000 million shall be available in U.S.
Dollars (the “Dollar Term B Subfacility”), and (y) the Equivalent
of US$550 million shall be available in Euros (the “Euro Term B
Subfacility”); provided, that the US Borrower may, on or prior to
July 15, 2011, with the consent of each Lead Arranger (such
consent not to be unreasonably withheld, delayed or conditioned),
request that the entire amount of the Euro Term B Subfacility
re-allocated to the Dollar Term B Subfacility and be made
available in U.S. Dollars, instead of Euros.
	 
	 	 
	 

	 	(C) A revolving credit facility (the “Revolving Facility”, and
together with the Term Facilities, the “Bank Facilities”) in an
aggregate principal amount equal to the Equivalent of US$700
million, available in U.S. Dollars, Euros and the Commitment
Currencies (as defined below). In addition, (i) up to an amount
to be agreed of the Revolving Facility will be available for the
issuance of letters of credit (“Letters of Credit”), and (ii) up
to an amount to be agreed of the Revolving Facility will be
available as a swingline subfacility (the “Swingline Facility”).
	 
	 	 
	 

	 	Letters of Credit issued under the Revolving Facility (i) will be
issued by Citi and by one or more Bank Lenders reasonably
acceptable to US Borrower and the Bank Lead Arrangers (each such
Bank Lender, an “Issuing Bank”) and (ii) may be issued for the
account of any Borrower. Each Letter of Credit shall expire not
later than the earlier of (i) twelve months after the original






Solution — A&R Commitment Letter




B-2









 






	 	 	 

	 

	 	date of issuance and (ii) the fifth business day prior to the
Revolving Maturity Date (as defined below); provided that any
letter of credit may provide for renewal thereof on an “evergreen”
basis for additional periods of up to 12 months (which shall be
subject to customary non-renewal provisions, and which shall in no
event extend beyond the date referred to in clause (ii) above).
	 
	 	 
	 

	 	“Committed Currencies” means the lawful currency of Australia,
lawful currency of Canada, lawful currency of Japan, lawful
currency of the United Kingdom of Great Britain and Northern
Ireland, lawful currency of The Swiss Federation, lawful currency
of New Zealand and such other currencies as mutually agreed, in
each case with applicable sublimits to be determined as mutually
agreed among the applicable Borrowers, the Administrative Agent,
each Issuing Bank and any other Bank Lenders that may be required
to lend in such currency.
	 
	 	 
	 

	 	Drawings in respect of any Letter of Credit shall be reimbursed by
the Borrowers within one business day after notice of such drawing
by the Bank Administrative Agent to the applicable Borrower. To
the extent the Borrowers do not so reimburse the Issuing Bank, the
Bank Lenders under the Revolving Facility shall be irrevocably
obligated to reimburse the applicable Issuing Bank on a pro rata
basis in accordance with their respective commitments under the
Revolving Facility. The issuance of all Letters of Credit shall
be subject to the customary procedures of the applicable Issuing
Bank.
	 
	 	 
	 

	 	Except for purposes of calculating the commitment fee described
below, any swingline borrowings will reduce availability under the
Revolving Facility on a dollar-for-dollar basis.
	 
	 	 
	 

	 	“Equivalent” means, whenever this Commitment Letter requires or
permits a determination of the equivalent in any currency (the
“base currency”) of an amount expressed in any other currency (the
“other currency”), the equivalent amount in such base currency of
such amount expressed in the other currency as determined by the
Bank Administrative Agent on such date on the basis of the Spot
Rate for the purchase of the base currency with such other
currency on the relevant computation date provided for hereunder.
“Spot Rate” for a currency means the rate quoted by the Bank
Administrative Agent as the spot rate for the purchase by the Bank
Administrative Agent of such currency with another currency
through its foreign exchange office at approximately 11:00 a.m.
(New York City time) on the date 2 business days prior to the date
as of which the applicable foreign exchange computation is made;
provided that in the case of Canadian Dollars, the Spot Rate will
be determined at approximately 11:00 a.m. (New York City time) on
the date 1






Solution — A&R Commitment Letter




B-3









 






	 	 	 

	 

	 	business day prior to the date as of which the
applicable foreign exchange computation is made.
	 
	Maturity and
Amortization:

	 	Term A Facility: The Term A Facility shall mature on the fifth
anniversary of the Closing Date (the “Term A Maturity Date”). The
Term A Facility will amortize in equal quarterly installments in
annual amounts set forth below:






	 	 	 	 	 
	 	 	Term A Facility
	Year 1
	 	 	5.00	%
	Year 2
	 	 	10.00	%
	Year 3
	 	 	10.00	%
	Year 4
	 	 	25.00	%
	Year 5
	 	 	50.00	%






	 	 	 

	 

	 	Term B Facility: The Term B Facility shall mature on the seventh anniversary of
the Closing Date (the “Term B Maturity Date”). The Term B Facility will
amortize in equal quarterly installments in the annual amounts set forth below:






	 	 	 	 	 
	 	 	Term B Facility
	Year 1
	 	 	1.00	%
	Year 2
	 	 	1.00	%
	Year 3
	 	 	1.00	%
	Year 4
	 	 	1.00	%
	Year 5
	 	 	1.00	%
	Year 6
	 	 	1.00	%
	Year 7
	 	 	1.00	%






	 	 	 

	 

	 	Revolving Facility: The Revolving
Facility shall mature on the fifth
anniversary of the Closing Date (the
“Revolving Maturity Date”). There
shall be no amortization in respect
of loans under the Revolving Facility
(the “Revolving Loans”; each of the
loans under the Term Facilities and
the Revolving Loans, a “Bank Loan”
and collectively, the “Bank Loans”).
	 
	 	 
	Incremental Facilities:

	 	The Bank Loan Documents will permit
the Borrowers to (a) add one or more
incremental term loan facilities to
the Bank Facilities (each, an
“Incremental Term Facility”) and (b)
add one or more revolving credit
facilities and/or increase
commitments under the Revolving
Facility (any such revolving credit
facility or increase, an “Incremental
Revolving Facility”; the Incremental
Term Facilities and the Incremental
Revolving Facilities are collectively
referred to as “Incremental
Facilities”); provided that (i) US
Borrower is in pro forma compliance
with the Financial Covenant (as
defined below) contained in the Bank
Facilities Documentation (regardless
of whether such Financial Covenant is
otherwise then in effect), (ii) the
Incremental Facilities do not exceed
in the aggregate the sum of (A)
US$500 million and (B) up to an
additional US$500 million, so long as







Solution — A&R Commitment Letter




B-4









 






	 	 	 

	 

	 	the US Borrower’s Total Net Secured
Leverage Ratio (to be defined in the
Bank Loan Documents in a manner
consistent with the Documentation
Principles), calculated giving pro
forma effect to the requested
incremental borrowing, is no greater
than 2.0 : 1.0, (iii) no Lender will
be required to participate in any
such Incremental Facility, (iv) the
Incremental Facilities will rank pari
passu in right of payment and
security with the other Bank
Facilities, (v) the Incremental Term
Facilities will have a final maturity
no earlier than the final maturity of
the Term B Facility and any
Incremental Revolving Facility will
have a final maturity no earlier than
the final maturity of the Revolving
Facility, (vi) the weighted average
life to maturity of any Incremental
Term Facility shall be no shorter
than that of the Term B Facility,
(vii) subject to clauses (v) and (vi)
above, the amortization schedule
applicable to any Incremental Term
Facility shall be determined by US
Borrower and the lenders thereunder
and the Incremental Revolving
Facility shall not have amortization,
(viii) no event of default shall have
occurred and be continuing or would
result therefrom, (ix) the all-in
yield (whether in the form of
interest rate margins, original issue
discount (“OID”), upfront fees or a
greater interest rate floor)
applicable to any Incremental
Facility will be determined by US
Borrower and the Lenders providing
such Incremental Facility, but will
not be more than 0.50% higher than
the corresponding all-in yield (after
giving effect to interest rate
margins (including interest rate
floors), OID and upfront fees) for
the existing Term B Facility or
Revolving Facility, as the case may
be, unless the interest rate margins
(and, if applicable, interest rate
floors) with respect to the existing
Term B Facility or Revolving
Facility, as the case may be, are
increased by an amount equal to the
difference between the all-in yield
with respect to the Incremental
Facility and the corresponding all-in
yield on the existing Term B Facility
or Revolving Facility, as the case
may be, minus 0.50%, (x) the
representations and warranties in the
Bank Loan Documents shall be true and
correct in all material respects, and
(xi) except as otherwise required or
permitted in clauses (i) through (x)
above, all other terms of such
Incremental Facility, if not
consistent with the terms of the
existing Term Facility or Revolving
Facility, as the case may be, will be
as agreed among the US Borrower, the
lenders providing such Incremental
Facility and the Administrative
Agent. The Borrowers may seek
commitments in respect of the
Incremental Facilities from existing
Lenders (each of which shall be
entitled to agree or decline to
participate in its sole discretion)
and additional banks, financial
institutions and other institutional
lenders (in the case of such
additional banks, financial
institutions and other institutional
lenders, subject to the consent of
Administrative Agent (not to be
unreasonably withheld or delayed) if
such consent is required under
“Assignments and Participations”)
who will become Lenders in connection







Solution — A&R Commitment Letter




B-5









 






	 	 	 

	 

	 	therewith. No Lender shall be under
any obligation to provide any portion
of any requested Incremental
Facilities.
	 
	 	 
	Purpose and Availability:

	 	Term A Facility: The full amount of
the Term A Facility shall be
available in a single borrowing on
the Closing Date and shall be
utilized to (a) finance the
Acquisition and the Transactions
(including refinancing pre-existing
indebtedness (and any interest or
fees in connection therewith) of the
Acquired Business), and (b) pay fees
and expenses incurred in connection
with the Transactions. Once repaid,
no amount of loans under the Term A
Facility may be reborrowed.
	 
	 	 
	 

	 	Term B Facility: The full amount of
the Term B Facility shall be
available in a single borrowing on
the Closing Date and shall be
utilized to (a) to finance the
Acquisition and the Transactions
(including refinancing pre-existing
indebtedness (and any interest or
fees in connection therewith) of the
Acquired Business), and (b) pay fees
and expenses incurred in connection
with the Transactions. Once repaid,
no amount of loans under the Term B
Facility may be reborrowed.
	 
	 	 
	 

	 	Revolving Facility: The Revolving
Loans (and the Letters of Credit
issued thereunder) shall be available
on the Closing Date and shall be
utilized solely for the Borrowers’
and their subsidiaries’ working
capital requirements and other
general corporate purposes (including
permitted acquisitions); provided
that on the Closing Date the
Revolving Loans shall be available
only (i) in an amount up to US$400
million (less any amount funded
pursuant to clause (ii) below) to
finance liabilities incurred by US
Borrower arising out of the W.R.
Grace liability, (ii) in an amount of
up to US$25 million to finance the
Transactions, (iii) to fund OID or
upfront fees in connection with the
Facilities in an amount sufficient to
fund any OID or upfront fees required
to be funded on the Closing Date
including those required to be funded
under the “flex” provisions in the
Fee Letter or in connection with the
issuance of the Senior Term Loans or
any Exchange Securities on the
Closing Date (excluding letter of
credit usage), and (iv) in an amount
up to US$100 million for working
capital needs. Revolving Loans may
be borrowed, repaid and reborrowed
from time to time.
	 
	 	 
	 

	 	Letters of credit may be issued on
the Closing Date to backstop or
replace letters of credit outstanding
on the Closing Date (including by
“grandfathering” such existing
letters of credit in the Revolving
Facility) or for other general
corporate purposes.
	 
	 	 
	Collateral:

	 	Subject to the Certain Funds
Provisions, the Bank Facilities of US
Borrower, any cash management, and
all interest rate protection and
other hedging arrangements entered
into by US Borrower with the Bank
Administrative Agent, any Bank
Lender, or any affiliates of the
foregoing will be secured by a






Solution — A&R Commitment Letter





B-6









 






	 	 	 

	 

	 	valid
and perfected first priority lien and
security interest in all of the
following, whether owned on the
Closing Date or thereafter acquired
(collectively, the “US Collateral”):
	 
	 	 






	 	(a)	 	All present and future tangible
and intangible assets of US Borrower
and the domestic Guarantors including
but not limited to, machinery and
equipment, inventory and other goods,
accounts receivable, owned real
property, fixtures, deposit accounts,
general intangibles, intercompany
debt, license rights, intellectual
property, chattel paper, contract
rights, hedge agreements, documents,
instruments, tax refunds, investment
property and cash, wherever located,
in each case, other than accounts
receivable securing any
securitization facility; and
	 
	 	(b)	 	All proceeds and products of the
property and assets described in
clause (a) above.





	 	 	 

	 

	 	Notwithstanding the foregoing, (a)
the Collateral shall not include: (i)
pledges and security interests
prohibited or restricted by
applicable law (including any
requirement to obtain the consent of
any governmental authority or third
party), (ii) pledges and security
interests in agreements, licenses and
leases that are prohibited or
restricted by such agreements,
licenses and leases (including any
requirement to obtain the consent of
any governmental authority or third
party), to the extent prohibited or
restricted thereby, and except to the
extent such prohibition or
restriction is ineffective under the
Uniform Commercial Code, other than
proceeds thereof, the assignment of
which is expressly deemed effective
under the Uniform Commercial Code
notwithstanding such prohibition,
(iii) any assets to the extent a
security interest in such assets
would result in material adverse tax
consequences as reasonably determined
by US Borrower and the Bank
Administrative Agent, (iv) any real
property interest constituting
“Principal Property”, as defined in
the indentures governing the 5.625%
Senior Notes due July 2013, the 12%
Senior Notes due February 2014, the
7.875% Senior Notes due June 2017 and
the 6.875% Senior Notes due July 2033
(collectively, the “Existing Senior
Notes”) as in effect on the Execution
Date and the capital stock of any
subsidiary which cannot be pledged
under such indentures without
triggering the equal and ratable
clauses thereunder, while any
Existing Senior Notes remain
outstanding, (v) any immaterial
fee-owned real property and any
leasehold interest (it being
understood there shall be no
requirement to obtain any landlord
waivers, estoppels or collateral
access letters), (vi) letter of
credit rights and commercial tort
claims, in each case below thresholds
to be agreed, (vii) any governmental
licenses or state or local
franchises, charters and
authorizations, to the extent a
security interest in any such
license, franchise, charter or
authorization is







Solution — A&R Commitment Letter





B-7









 






	 	 	 

	 

	 	prohibited or
restricted thereby, (viii) margin
stock and to the extent prohibited by
the terms of any applicable charter
joint venture agreement, shareholders
agreement or similar agreement,
equity interests in any person other
than material wholly-owned restricted
subsidiaries, (ix) any lease, license
or agreement or any property subject
to a purchase money security interest
or similar arrangement to the extent
that a grant of a security interest
therein would violate or invalidate
such lease, license or agreement or
purchase money arrangement or create
a right of termination in favor of
any other party thereto after giving
effect to the applicable
anti-assignment provisions of the
Uniform Commercial Code or other
applicable law, other than proceeds
and receivables thereof, the
assignment of which is expressly
deemed effective under the Uniform
Commercial Code or other applicable
law notwithstanding such prohibition
and (x) in the case of the capital
stock of any foreign subsidiary of a
U.S. entity or of a U.S. entity that
is a disregarded entity for U.S.
federal income tax purposes
substantially all of whose assets
consist of capital stock and/or
indebtedness of one or more foreign
subsidiaries and any other assets
incidental thereto, shall be limited
to 65% of the stock of such foreign
subsidiary or such U.S. entity, as
the case may be, (b) no actions shall
be required to perfect a security
interest in letter of credit rights,
chattel paper, hedge agreements, tax
refunds, motor vehicles and other
assets subject to certificates of
title or commercial tort claims other
than the filing of a Uniform
Commercial Code financing statement
and (c) control agreements and
perfection by “control” shall not be
required with respect to any
Collateral (other than delivery of
stock certificates of material
wholly-owned domestic subsidiaries
and notes evidencing material
indebtedness).
	 
	 	 
	 

	 	Subject to the Certain Funds
Provisions, all the above-described
pledges, security interests and
mortgages shall be created on terms
and pursuant to documentation
reasonably satisfactory to the Bank
Administrative Agent, and none of the
Collateral shall be subject to any
other pledges, security interests or
mortgages, subject to exceptions to
be agreed upon. Assets will be
excluded from the Collateral in
circumstances to be agreed and in
circumstances where the Bank
Administrative Agent (in consultation
with US Borrower) determines in
writing that the cost of obtaining a
security interest in such assets is
excessive in relation to the value
afforded thereby.
	 
	 	 
	 

	 	Subject to the Certain Funds
Provisions, the Bank Facilities of
the Foreign Borrowers will be secured
by the US Collateral and by a valid
and perfected first priority security
interest in certain assets of the
Foreign Guarantors to be agreed.
	 
	 	 
	Documentation Principles:

	 	The Bank Loan Documents shall contain
the terms set forth in this Exhibit B
and, to the extent any other terms
are not expressly set forth in this
Exhibit B, will be negotiated in good







Solution — A&R Commitment Letter




B-8









 






	 	 	 

	 

	 	faith and shall contain such other
terms as US Borrower and the Bank
Lead Arrangers shall reasonably
agree; it being understood and agreed
that the Bank Loan Documents shall be
usual and customary for financings of
this kind and size, as agreed by the
Bank Lead Arrangers and US Borrower,
as modified as appropriate in light
of the operational requirements of US
Borrower and its subsidiaries in
light of their size, industry,
businesses, leverage, ratings and
business practices, and with baskets
and exceptions commensurate with the
increased size of US Borrower after
giving effect to the Transactions
(the “Documentation Principles”).
	 
	 	 
	Interest:

	 	At the Borrowers’ option, the Bank
Loans denominated in U.S. dollars
will bear interest based on the Base
Rate or Eurocurrency Rate (in each
case, as defined below), except that
all swingline borrowings will accrue
interest based only at the Base Rate.
Bank Loans denominated in Euros will
bear interest at the Eurocurrency
Rate, and Bank Loans denominated in
other Committed Currencies shall bear
interest at their local equivalent of
the Eurocurrency Rate.
	 
	 	 
	 

	 	A. Base Rate Option
	 
	 	 
	 

	 	Interest will be at the Base Rate
plus the applicable Interest Margin,
calculated on the basis of the actual
number of days elapsed in a year of
365 days and payable quarterly in
arrears. “Base Rate” shall mean, for
any day, a fluctuating rate per annum
equal to the highest of (i) the
Federal Funds Rate, as published by
the Federal Reserve Bank of New York,
plus 1/2 of 1.00%, (ii) the rate that
the Bank Administrative Agent
announces from time to time as its
prime or base commercial lending
rate, as in effect from time to time,
and (iii) one-month LIBOR (determined
as of such day) plus 1.00%.
	 
	 	 
	 

	 	Base Rate borrowings will be in
minimum amounts to be agreed upon and
(other than swingline borrowings)
will require one business day’s prior
notice.
	 
	 	 
	 

	 	B. Eurocurrency Option
	 
	 	 
	 

	 	Interest will be determined for
periods to be selected by the
Borrowers (“Interest Periods”) of
one, two, three or six months (or
with the consent of each Lender, nine
or twelve months) and will be at an
annual rate equal to (i) if the
currency of such loans is U.S.
Dollars, the London Interbank Offered
Rate (“LIBOR”) for the corresponding
deposits of U.S. Dollars, plus the
applicable Interest Margin, and (ii)
if the currency of such loans is
Euros, the rate per annum for
deposits in Euros that appears on
Reuters Page EURIBOR-01 (“EURIBOR”),
plus the applicable Interest Margin.






Solution — A&R Commitment Letter




B-9









 






	 	 	 

	 

	 	LIBOR will be determined by reference
to the rate appearing on Reuters
Screen Libor 01 for the applicable
interest period (or on any successor
or substitute page of such screen, or
any successor to or substitute for
such screen, providing rate
quotations comparable to those
currently provided on such page of
such screen, as determined by the
Bank Administrative Agent from time
to time for purposes of providing
quotations of interest rates
applicable to dollar deposits in the
London interbank market).
	 
	 	 
	 

	 	EURIBOR will be determined by
reference to the rate appearing on
Reuters Page EURIBOR-01 for the
applicable interest period (or on any
successor or substitute page of such
page, or any successor to or
substitute for such page, providing
rate quotations comparable to those
currently provided on such page, as
determined by the Bank Administrative
Agent from time to time for purposes
of providing quotations of interest
rates applicable to Euro deposits in
the London interbank market).
	 
	 	 
	 

	 	The term “Eurocurrency Rate” shall
mean LIBOR and/or EURIBOR, as the
context shall require.
	 
	 	 
	 

	 	Interest will be paid at the end of
each Interest Period or, in the case
of Interest Periods longer than three
months, quarterly, and will be
calculated on the basis of the actual
number of days elapsed in a year of
360 days. The Eurocurrency Rate will
be adjusted for maximum statutory
reserve requirements (if any)
pursuant to terms to be agreed.
	 
	 	 
	 

	 	Eurocurrency borrowings will require
3 business days’ prior notice and
will be in minimum amounts to be
agreed upon.
	 
	 	 
	 

	 	At no time shall the Eurocurrency
Rate with respect to the Term B
Facility be less than 1.00% per
annum.
	 
	 	 
	 

	 	C. Interest Margins
	 
	 	 
	 

	 	The applicable Interest Margin will
be the basis points set forth in the
following table.






	 	 	 	 	 	 	 	 	 
	 	 	Base Rate	 	Eurocurrency
	 	 	Loans	 	Rate Loans
	Revolving Facility
	 	 	1.50	%	 	 	2.50	%
	Term A Facility
	 	 	1.50	%	 	 	2.50	%
	Term B Facility
	 	 	 	 	 	 	 	 
	U.S. Dollar
	 	 	1.75	%	 	 	2.75	%
	EUR
	 	 	2.00	%	 	 	3.00	%






	 	 	 

	 

	 	The Interest Margin under the Revolving Facility and the Term
A Facility shall be subject to step-downs to be agreed.






Solution — A&R Commitment Letter




B-10









 






	 	 	 

	Default Interest:

	 	Any principal or interest payable under or in
respect of the Bank Facilities not paid when due
shall bear interest at the applicable interest
rate plus 2.00% per annum. Other overdue
amounts shall bear interest at 2.00% per annum
above the rate applicable to ABR loans.
	 
	 	 
	Unused Commitment Fees:

	 	0.50% per annum on the unused amount of the
commitments under the Revolving Facility
(calculated on an actual/360-day basis) subject
to a step-down to 0.375% based on a Net Total
Leverage Ratio level to be agreed, payable (i)
quarterly in arrears and (ii) on the date of
termination or expiration of the commitments
(the “Unused Commitment Fee”).
	 
	 	 
	Letter of Credit Fees:

	 	The Borrowers shall pay (calculated on an
actual/360-day basis) (a) to the applicable
Issuing Bank for its own account a fronting fee
equal to 0.125% per annum on the aggregate face
amount of each Letter of Credit issued and (b)
to the Bank Lenders under the Revolving Facility
a participation fee equal to the applicable
Interest Margin for Eurocurrency Revolving Loans
on the face amount of each such Letter of
Credit. Other customary administrative,
issuance, amendment and other charges shall be
payable to the applicable Issuing Bank for its
own account.
	 
	 	 
	Voluntary Prepayments and
Commitment Reductions:

	 	The Borrowers may prepay, in whole or in part,
the Bank Facilities, with prior notice but
without premium or penalty (other than any
breakage costs) and in minimum amounts to be
agreed. Voluntary reductions to the unutilized
commitments of the Revolving Facility may be
made from time to time by the Borrowers without
premium or penalty.
	 
	 	 
	Mandatory Prepayments:

	 	Mandatory prepayments of the Term Loans shall be
required from the following, subject to the
Documentation Principles:
	 
	 	 
	 

	 	     (a) 100% of the net cash proceeds of any non-ordinary
course sale or other disposition of assets (including as a
result of
casualty or condemnation and excluding sales of inventory,
obsolete or worn-out property, property no longer useful in
such person’s business and other customary exceptions to be
agreed) by US Borrower and its restricted subsidiaries in
excess of an amount to be agreed (subject to reinvestment of
such proceeds in the business of US Borrower or its
restricted subsidiaries within (i) 12 months following
receipt or (ii) if US Borrower or its applicable restricted
subsidiaries have contractually committed to reinvest such
proceeds within 12 months following receipt, 18 months
following receipt;
	 
	 	 
	 

	 	     (b) 100% of the net cash proceeds from issuances or
incurrence of debt by US Borrower and its restricted
subsidiaries (other than indebtedness permitted by the Bank
Facilities, including the Notes, the Securities and other
indebtedness






Solution — A&R Commitment Letter




B-11









 






	 	 	 

	 

	 	permitted or required to be issued under the
Senior Bridge Facility); and
	 
	 	 
	 

	 	     (c) 50% of excess cash flow for each fiscal year of US
Borrower (commencing with the first full fiscal year ended
after the Closing Date); provided, that the foregoing
percentage shall be reduced to 25% and 0% subject to Net
Total Leverage Ratio levels to be agreed; provided
further that (i) voluntary prepayments of the Term Loans and
the Revolving Loans (to the extent accompanied by a permanent
reduction of the corresponding commitment) made during such
fiscal year, or after the year end and prior to the time such
excess cash flow prepayment is due, will reduce the amount of
excess cash flow prepayments required for such fiscal year on
a dollar-for-dollar basis (in the case of Loans prepaid at a
discount to par, with such reduction of the amount of excess
cash flow prepayments being equal to the amount of cash spent
to make such prepayment (as opposed to the face amount of the
Loans so prepaid) and (ii) excess cash flow shall be reduced
for, among other things, cash used for capital expenditures,
certain permitted investments, permitted acquisitions and
certain limited restricted payments to be agreed (but in any
case, excluding therefrom the payment of public shareholder
dividends), in each case, to the extent financed with
internally generated funds and made during such fiscal year.
	 
	 	 
	Application of Prepayments:

	 	Optional prepayments of the Term Facilities will be applied as directed
by the Borrowers, but will be applied pro rata among the Bank Lenders
within the selected Bank Facilities and subfacilities. Mandatory
prepayments of the Term Facilities will be applied ratably between and
within each of the Term Facilities in direct order of occurrence for the
next eight immediately following scheduled amortization payments (based
on the relative size of such scheduled amortization payments), and then
applied ratably to the payment of the remaining
scheduled amortization payments, on a pro rata basis between and within each of the Term Facilities.
	 
	 	 
	Conditions Precedent
to Initial Funding:

	 	Subject to Certain Funds Provisions on the Closing Date, the initial
borrowings under the Bank Facilities shall be subject only to (a) the
conditions set forth in Section 1 of the Commitment Letter, (b) the
conditions set forth in Exhibit D to the Commitment Letter, and (c) the
delivery to the Bank Administrative Agent of a notice of borrowing (along
with one or more letter of credit requests, to the extent that the
Borrowers are requesting the issuance of Letters of Credit on the Closing
Date).






Solution — A&R Commitment Letter




B-12









 






	 	 	 

	Conditions Precedent
to All Other Extensions of Credit:

	 	After the Closing Date, the conditions precedent to each borrowing and
each issuance of a Letter of Credit under the Bank Facilities shall be
(a) delivery to the Bank Administrative Agent of a notice of borrowing or
letter of credit request, as applicable; (b) the absence of any default
or event of default under the Bank Loan Documents at the time of, and
after giving effect to, such borrowing; (c) the accuracy in all material
respects of the representations and warranties of the Borrowers, each of
the Guarantors and each of their respective restricted subsidiaries at
the time of, and after giving effect to, such borrowings; and (d) to the
extent that compliance with the Financial Covenant was not required in
the most recently reported fiscal quarter, pro forma compliance, after
giving effect to such borrowing or issuance (and all prior borrowings,
issuances and repayments), with the Financial Covenant, calculated on a
pro forma basis for the most recent period for which financial statements
were required to be delivered (whether or not compliance with the
Financial Covenant was then otherwise applicable).
	 
	 	 
	Representations and
Warranties:

	 	The Bank Facilities will contain such representations and warranties by
the Borrowers and the Guarantors limited to the following, subject to the
Documentation Principles and to customary materiality qualifications and
exceptions to be agreed: organization, existence and good standing;
requisite power and authority, qualification; equity interests and
ownership; due authorization; no conflict; governmental consents; binding
obligation; historical financial statements; no material adverse change
(after the Closing Date); adverse proceedings; payment of taxes;
properties; environmental matters; no defaults; Investment Company Act;
margin stock; employee matters; employee benefit plans; solvency;
compliance with law; disclosure; senior indebtedness; Patriot Act;
anti-money laundering laws; intellectual property; Regulation H (to the
extent applicable); and security documents.
	 
	 	 
	Affirmative Covenants:

	 	The Bank Facilities will contain such affirmative covenants by the
Borrowers and the Guarantors limited to the following, subject to the
Documentation Principles and to customary materiality qualifications and
exceptions to be agreed: financial statements (accompanied by an
officer’s compliance certificate) and other reports; maintenance of
existence; payment of taxes and claims; maintenance of properties;
insurance; books and records inspections; lenders’ meetings; compliance
with laws; environmental compliance; use of proceeds; further assurances
in respect of subsidiaries, guaranties and additional collateral; and
using commercially reasonable efforts to maintain ratings.







Solution — A&R Commitment Letter





B-13









 






	 	 	 

	Negative Covenants:

	 	The Bank Facilities will contain such negative covenants by the Borrowers
and the Guarantors limited to the following, subject to the Documentation
Principles and to customary materiality qualifications and exceptions to
be agreed: indebtedness (with exceptions, including to permit the Notes,
the Securities and the Facilities); liens; restricted payments (with
exceptions, including for the payment of ordinary dividends (a) in fiscal
year 2011 (if the Closing Date occurs prior to the end of fiscal year
2011), up to an amount to be agreed consistent with the Documentation
Principles, and (b) thereafter, up to the amount for each respective
fiscal year set for the below:






	 	 	 	 	 

	fiscal year 2012:
	 	US$	135 million	 
	fiscal year 2013:
	 	US$	150 million	 
	fiscal year 2014:
	 	US$	160 million	 
	fiscal year 2015 and thereafter:
	 	US$	175 million	 






	 	 	 

	 

	 	provided, that if the Borrower pays less than the maximum
amount of ordinary dividends permitted in any fiscal year,
such unpaid excess amount may be added to increase the amount
of maximum ordinary dividends permitted to be paid in the
next two immediately following fiscal years (provided,
further, that (i) in no event shall the unpaid excess amount
of ordinary dividends permitted to be paid pursuant to this
provision from any fiscal year be added to increase the
maximum amount of ordinary dividends permitted to be paid in
any fiscal year beyond the two immediately following fiscal
years and (ii) upon the payment of ordinary dividends in any
fiscal year pursuant to this paragraph, the availability of
ordinary dividends permitted to be paid in such fiscal year
shall be reduced in the following order: first, to a
reduction of the unpaid excess amount of ordinary dividends
permitted to be carried over from previous fiscal years (in
the order of oldest in time), and second to a reduction of
the available amount of ordinary dividends permitted to be
paid in the then-current fiscal year)); no further negative
pledges; restricted junior payments; investments; fundamental
changes; disposition of assets (including subsidiaries);
acquisitions; sales and lease-backs; speculative hedging
activities; transactions with shareholders and affiliates;
conduct of business; amendments or
waivers of organizational documents; amendments or waivers
with respect to certain indebtedness; and fiscal year, in
each case subject to applicable periods, exceptions and
baskets.
	 
	 	 
	 

	 	The Borrowers or any restricted subsidiary will be permitted
to make acquisitions (each, a “Permitted
Acquisition”) so long as (a) before and after giving
effect thereto, no event of default has occurred and is
continuing, (b) the Borrower would be in compliance (on a pro
forma basis after giving effect to such acquisition and any
other acquisition, disposition, debt incurrence, debt
retirement and customary pro forma adjustments, including pro
forma cost savings and synergy







Solution — A&R Commitment Letter





B-14









 






	 	 	 

	 

	 	addbacks, to be agreed) with
the Financial Covenant recomputed as of the last day of the
most recently ended fiscal quarter of the Borrower for which
financial statements are available, and (c) subject to the
limitations set forth in “Guarantees” and “Security” above,
the acquired company and its subsidiaries (other than any
designated as an unrestricted subsidiary) will become
Guarantors and pledge their Collateral to the Administrative
Agent. Acquisitions of entities that do not become Guarantors
and made with the proceeds of any consideration provided by
the Borrowers or a Guarantor will be limited to an aggregate
amount not to exceed an amount equal to the sum of (x) an
amount to be agreed and (y) the amount described in the
second succeeding paragraph below. The foregoing
requirements will not apply to the consummation of the
Acquisition.
	 
	 	 
	 

	 	So long as no event of default has occurred and is then
continuing, the Borrowers and any restricted subsidiary will
be permitted to:
	 
	 	 
	 

	 	(a) incur senior unsecured indebtedness, subject to
compliance, on a pro forma basis (giving effect to such
incurrence and all other incurrences of indebtedness
since the most recently ended fiscal quarter of US
Borrower for which financial statements are available)
with either (i) the Financial Covenant, except
that, for purposes of determining compliance with this
clause (i), the then-applicable Financial Covenant shall
be reduced by 0.50 or (ii) (x) the Financial Covenant
and (y) a minimum 2.0 : 1.0 interest coverage ratio test
(to be defined in a mutually agreed manner, consistent
with the Documentation Principles but to exclude the
cash proceeds from the indebtedness being inccurred);
and

	 
	 	 
	 

	 	(b) incur subordinated indebtedness, subject to
compliance, on a pro forma basis (giving effect to such
incurrence and all other incurrences of indebtedness
since the most recently ended fiscal quarter of US
Borrower for which
financial statements are available) with the Financial
Covenant;

	 
	 	 
	 

	 	in each case, subject to terms and conditions consistent with
the Documentation Principles; provided that any such
indebtedness incurred by a restricted subsidiary that is not
a Guarantor shall be capped at an amount to be agreed.
	 
	 	 
	 

	 	So long as no event of default has occurred and is then
continuing, the Borrowers and any restricted subsidiary may
make fair market value, non-ordinary course asset sales, in
each fiscal year in an aggregate amount not to exceed 15% of
the US Borrower’s consolidated net tangible assets, as
determined as of







Solution — A&R Commitment Letter



B-15









 






	 	 	 

	 

	 	the last day of the preceding fiscal year,
and subject to the mandatory prepayment provision and other
terms and conditions consistent with the Documentation
Principles; provided, that at least 75% of the proceeds from
each such non-ordinary course asset sale shall be in the form
of cash or cash equivalents. The foregoing limits on
non-ordinary course asset sales will fall away in the event
that the US Borrower obtains corporate family/corporate
credit ratings of BBB- and Baa3 from each of S&P
and Moody’s, respectively (in each case, with no
negative outlook or negative watch), though for the avoidance
of doubt, such non-ordinary course asset sales shall still
remain subject to the mandatory prepayment provision.
	 
	 	 
	 

	 	The limitations on investments, restricted payments and debt
payments referenced above shall be subject to (i) a carve-out
to permit investments, restricted payments or restricted
junior debt payments, subject to a building basket based on
excess cash flow that is not required to be prepaid pursuant
to the mandatory prepayment provisions of any Facility, and
with terms and conditions consistent with the Documentation
Principles; (ii) a carve-out to permit any investments,
restricted junior debt payments and restricted payments,
subject to pro forma compliance with a maximum Total Net
Leverage Ratio of 2.5 : 1.0; and (iii) in the case of any
debt payment, there shall be an exception for conversions of
the applicable indebtedness to common or “qualified
preferred” equity (or payments with the proceeds thereof) or
refinancing or exchanges of debt for like or junior debt.
	 
	 	 
	 

	 	Upon the US Borrower’s receipt of corporate family/corporate
credit ratings of BBB- and Baa3 from each of S&P
and Moody’s, respectively (in each case, with no
negative outlook or negative watch), (i) certain negative
covenants, to be mutually agreed, will be suspended for all
periods during which the US Borrower maintains such
investment grade ratings, (ii) certain other negative
covenants, to be mutually agreed, will be permanently
removed, and (iii) all collateral will be released.
	 
	 	 
	Financial Covenant:

	 	The only financial covenant will be maintenance of a maximum Total Net Leverage
Ratio (the “Financial Covenant”) for each period of four fiscal quarters of US
Borrower and its subsidiaries on a consolidated basis (beginning with the first full fiscal
quarter after the Closing Date), which financial covenant shall be applicable to only the Term
A Facility and the Revolving Facility, and shall apply only when there exists any outstanding
loan or letter of credit (drawn or undrawn) under the Term A Facility or the Revolving
Facility (in the case of undrawn Letters of Credit, unless such Letters of Credit have been
cash collateralized in an amount equal to no less than 102% of the face amount thereof).






Solution — A&R Commitment Letter




B-16









 






	 	 	 

	 

	 	The levels for the Financial Covenant shall be set at a
cushion of at least 30% above the levels set forth in the
model provided to Citi on May 18, 2011, or in such
subsequently provided model as may be mutually agreed between
the US Borrower and the Initial Lenders.
	 
	 	 
	Events of Default:

	 	The Bank Facilities will contain events of
default limited to the following, subject to
the Documentation Principles and subject to
customary materiality qualifications and
exceptions to be agreed: failure to pay
principal when due and failure to pay interest,
fees and other amounts within 5 business days
of when due; representations or warranties
materially incorrect; failure to comply with
covenants, with customary notice and cure
periods (provided, that any breach of the
Financial Covenant shall require enforcement of
such default and acceleration of loans by the
Revolving Lenders and Term A Lenders to trigger
an event of default under the Term B Facility);
cross-default to payment defaults on principal
of indebtedness in an aggregate minimum
threshold amount to be agreed, or to other
events if the effect is to accelerate or permit
acceleration of such debt; failure to pay a
final judgment or court order not covered by
insurance if not stayed within an appropriate
period in excess of a minimum threshold amount
to be agreed; bankruptcy, liquidation, or the
appointment of a receiver or similar official
or institution of any such proceeding if not
dismissed within an appropriate period; ERISA;
change of control or ownership (with such
definition to be agreed in a mutually
acceptable manner, but in any event shall not
require any minimum ownership or control by any
person, entity or group); invalidity (actual or
asserted in writing by US Borrower) of the Bank
Loan Documents or portion of Collateral (such
portion of Collateral subject to a materiality
threshold to be agreed consistent with the
Documentation Principles); and failure of
subordinated indebtedness to be subordinated.
	 
	 	 
	Unrestricted Subsidiaries:

	 	The Bank Loan Documents will contain provisions
pursuant to which, subject to customary
limitations based on a minimum consolidated
restricted asset test to be agreed, and
customary limitations on investments, loans,
advances to, and other
investments in, unrestricted subsidiaries, US Borrower will be permitted to
designate any existing or subsequently acquired or organized subsidiary as an
“unrestricted subsidiary” and subsequently re-designate any such unrestricted
subsidiary as a restricted subsidiary. Unrestricted subsidiaries will not be
subject to the representations and warranties, affirmative or negative covenant
or event of default provisions of the Bank Loan Documents and the results of
operations and indebtedness of unrestricted subsidiaries will not be taken into
account for purposes of determining any financial ratio or covenant contained
in the Bank Loan Documents.







Solution — A&R Commitment Letter




B-17









 






	 	 	 

	Expenses and Indemnity:

	 	The US Borrower shall pay or reimburse all
reasonable and documented out-of-pocket costs and
expenses incurred by the Bank Lead Arrangers, the
Bank Administrative Agent and the Collateral Agent
in connection with the syndication of the Bank
Facilities and with the preparation, negotiation,
execution and delivery of the Bank Loan Documents
and any security arrangements in connection
therewith, including the reasonable and documented
out-of-pocket legal expenses of one firm of
counsel to the Bank Administrative Agent, the Bank
Lenders and the Bank Lead Arrangers, taken as a
whole and, if necessary, of one local counsel in
each appropriate jurisdiction (and, to the extent
required by the subject matter, one specialist
counsel for each such specialized area of law in
each appropriate jurisdiction); provided that, if
the Closing Date does not occur, the US Borrower
shall only be required to reimburse 50% of the
aggregate costs and expenses referenced in the
preceding portion of this sentence.
	 
	 	 
	 

	 	US Borrower further agrees to pay all reasonable
and documented out-of-pocket costs and expenses of
the Bank Administrative Agent, the Collateral
Agent, the Issuing Banks, and the Bank Lenders
incurred in connection with the administration,
amendment, waiver or modification (including
proposed amendments, waivers or modifications) of,
and enforcement of any of its rights and remedies
under, the Bank Loan Documents, including the
reasonable and documented out-of-pocket legal
expenses of one firm of counsel to the Bank
Administrative Agent, the Collateral Agent, the
Issuing Banks, and the Bank Lenders, taken as a
whole and, if necessary, of one local counsel in
each appropriate jurisdiction (and, to the extent
required by the subject matter, one specialist
counsel for each such specialized area of law in
each appropriate jurisdiction).
	 
	 	 
	 

	 	US Borrower will indemnify the Bank Lenders, the
Bank Lead Arrangers, the Bank Administrative
Agent, the Collateral Agent, the Issuing Banks and
their respective affiliates, and hold them
harmless from and against all reasonable and
documented out-of-pocket costs, expenses
(including the reasonable and documented
out-of-pocket legal expenses of one firm of
counsel
to the Bank Lenders, the Bank Lead Arrangers, the Bank Administrative Agent,
the Collateral Agent, the Issuing Banks and their respective affiliates, taken
as a whole and, if necessary, of one local counsel in each appropriate
jurisdiction (and, to the extent required by the subject matter, one specialist
counsel for each such specialized area of law in each appropriate jurisdiction)
(and, in the case of a conflict of interest (as determined in the sole
discretion of each affected indemnified person) where the indemnified person
affected by such conflict informs you of such conflict and thereafter retains
its own counsel, of another firm of counsel for each such affected indemnified
person) and liabilities arising out of or relating to






Solution — A&R Commitment Letter




B-18









 






	 	 	 

	 

	 	the Bank Facilities and
any actual or proposed use of the proceeds of any loans made under the Bank
Facilities; provided, however, that no such person will be indemnified for
costs, expenses or liabilities (i) to the extent determined by a final,
non-appealable judgment of a court of competent jurisdiction to have been
incurred solely from the gross negligence, bad faith or willful misconduct of
an indemnified person or any of its affiliates or their respective officers,
directors, employees, partners, agents, advisors or other representatives, (ii)
which resulted from a material breach of any material Bank Loan Documents by,
such indemnified person or any of its affiliates or their respective officers,
directors, employees, partners, agents, advisors or other representatives, as
determined by a final, non-appealable judgment of a court of competent
jurisdiction or (iii) any dispute solely among the indemnified persons and not
arising out of any act or omission of the US Borrower, or any of their
affiliates (except when one of the parties to such action was acting in its
capacity as an agent, an arranger, a bookrunner or other agency capacity);
provided that US Borrower shall not be liable for any indirect, special,
punitive or consequential damages (other than in respect of any such damages
required to be indemnified pursuant to the indemnification provisions,
including without limitation, as to any claims by persons not party to the Bank
Loan Documents, or claims brought in violation of this provision).
	 
	 	 
	Waivers and Amendments:

	 	Amendments and waivers of the provisions of the
Bank Loan Documents shall require the approval of
Bank Lenders holding not less than a majority of
the aggregate principal amount of the loans and
commitments under the Bank Facilities; provided
that (a) the consent of each affected Bank Lender
shall be required with respect to (i) increases in
the commitment of such Bank Lender; (ii)
reductions of principal, interest or fees of such
Bank Lender; (iii) extensions of scheduled
amortization or the final maturity date; (iv)
releases of all or substantially all of the
Collateral or the guarantees; and (v) decreases in
the required voting percentages (or any of the
applicable definitions related thereto), and (b)
consent of the Bank Lenders holding not less than
a majority of any class of loans under the Bank
Facilities
shall be required with respect to matters customarily
regarded as specifically affecting the rights of such class.
Notwithstanding the foregoing, (x) amendments and waivers of
the Financial Covenant or its component definitions will
require only the approval of Lenders holding more than 50% of
the aggregate amount of Loans and commitments under the Term
A Facility and the Revolving Facility, and (y) the Bank Loan
Documents will include customary “amend and extend”
provisions, as well as provisions allowing for the Borrowers
to repurchase loans under the Term Facilities on a non pro
rata basis through reverse Dutch auctions.







Solution — A&R Commitment Letter




B-19









 






	 	 	 

	 

	 	The Bank Loan Documents shall contain customary
“yank-a-bank” provisions and customary provisions relating to
“defaulting” Bank Lenders (including provisions relating to
reallocation of defaulting Bank Lender commitments to
non-defaulting Bank Lenders up to such non-defaulting Bank
Lenders’ commitments and, in the absence of such
reallocation, providing cash collateral to support swingline
loans or Letters of Credit, the suspension of voting rights,
rights to receive certain fees, and the termination or
assignment of commitments or loans of such Bank Lenders).
	 
	 	 
	 

	 	The Bank Loan Documents shall provide the right for
individual Lenders to agree to extend the maturity date of
their own outstanding Term Loans and/or Revolving Facility
commitments, as applicable, upon the request of US Borrower
and without the consent of any other Lender (it being
understood that each Lender under the tranche that is being
extended shall have the opportunity to participate in such
extension on the same terms and conditions as each other
Lender under such tranche), upon terms as are usual and
customary for financings of this kind and scope generally,
subject to the Documentation Principles.
	 
	 	 
	Assignments and
Participations:

	 	Each Bank Lender may assign all or, subject to minimum amounts to
be agreed, a portion of its loans and commitments under one or more of the Bank Facilities.
Assignments will require payment of an administrative fee to the Bank Administrative Agent,
and the consents of the Bank Administrative Agent and, except with respect to assignments made
as part of the primary syndication of the Facilities (subject to the provisions of Section 2
of the Commitment Letter), the consent of the US Borrower (not to be unreasonably withheld,
delayed or conditioned); provided, the US Borrower shall be deemed to have consented to any
such assignment in respect of the Term Facilities, unless it shall object thereto by written
reply to the Bank Administrative Agent within 5 business days after having received notice
thereof; provided, further, that no consent of US Borrower shall be required (i) for an
assignment to an existing Bank Lender or an affiliate of an existing Bank Lender or (ii)
during a payment or bankruptcy event of default; and
provided, further, that no consent of the Bank Administrative Agent shall be
required for an assignment to an existing Bank Lender or an affiliate of an
existing Bank Lender. In addition, each Bank Lender may sell participations in
all or a portion of its loans and commitments under one or more of the Bank
Facilities; provided that no purchaser of a participation shall have the right
to exercise or to cause the selling Bank Lender to exercise voting rights in
respect of the Bank Facilities (except as to certain basic issues requiring a
100% vote of affected Lenders).







Solution — A&R Commitment Letter



B-20









 






	 	 	 

	 

	 	Any Bank Lender may at any time make a
security assignment of all or any portion of
its rights under the Bank Facilities, to
secure extensions of credit to such Bank
Lender or in support of obligations owed by
such Bank Lender (including any such
assignment or pledge in support of obligations
owed to a Federal Reserve Bank).
	 
	 	 
	Yield Protection, Taxes and
Other Deductions:

	 	The Bank Loan documents will contain yield
protection provisions, customary for
facilities of this nature, protecting the Bank
Lenders in the event of unavailability of
funding, funding losses, reserve and capital
adequacy requirements (including, without
limitation, change in law exceptions and other
customary provisions with respect to the
Dodd-Frank Wall Street Reform and Consumer
Protection Act, and the Basel Committee on
Banking Supervision, pursuant to “Basel III”),
subject to customary “yank-a-bank” provisions.
	 
	 	 
	 

	 	The Bank Loan Documents will provide that all
payments are to be made free and clear of any
taxes (other than (i) income taxes in the
jurisdiction of the Bank Lenders’ applicable
lending office, (ii) franchise taxes, (iii)
taxes on overall net income and (iv) taxes
imposed under the foreign accounts tax
compliance provisions of Sections 1471 and
1472 of the Code (the Foreign Account Tax
Compliance Act). Bank Lenders will furnish to
the Bank Administrative Agent appropriate
certificates or other evidence of exemption
from U.S. federal tax withholding.
	 
	 	 
	Governing Law:

	 	The State of New York, except as to real
estate and certain other collateral documents
required to be governed by local law. Each
party to the Bank Loan Documents will waive
the right to trial by jury and will consent to
the exclusive jurisdiction of the state and
federal courts located in The Borough of
Manhattan, The City of New York.
	 
	 	 
	Counsel to the Bank Lead
Arrangers and Bank
Administrative Agent:

	 	Shearman & Sterling LLP.





Solution — A&R Commitment Letter




B-21











 





ANNEX I TO EXHIBIT B




Foreign Subsidiaries





	•	 	Diversey B.V.
	 
	•	 	Diversey Co., Ltd.
	 
	•	 	Diversey Brasil Indústria Quimica Ltda. or any other Brazilian subsidiary of Diversey,
Inc.
	 
	•	 	Diversey S.p.A. or any other Italian subsidiary of Diversey, Inc.
	 
	•	 	Soap Merger Sub Incorporated (Delaware)
	 
	•	 	Sealed Air Corporation
	 
	•	 	SAC US
	 
	•	 	Cryovac
	 
	•	 	Sealed Air Luxembourg, SCA
	 
	•	 	Cryovac Japan





Solution — A&R Commitment Letter




B-A-1




 









 








EXHIBIT C




CONFIDENTIAL




Senior Bridge Facility

Summary of Principal Terms and Conditions



All capitalized terms used herein but not defined herein shall have the meanings provided in the
Commitment Letter (including the other exhibits thereto) to which this Summary of Principal Terms
and Conditions is attached.




	 	 	 

	Borrowers:

	 	Sealed Air Corporation (the “US Borrower”, and one
wholly-owned European restricted subsidiary of the US
Borrower, to be agreed, the “European Borrower”, and such
European Borrower, together with the US Borrower, the
“Borrowers”). The Borrowers and the Guarantors (as defined
below) are collectively referred to herein as the “Loan
Parties.”
	 
	 	 
	Acquisition:

	 	As described in the Transaction Description.
	 
	 	 
	Bridge Lead Arrangers:

	 	Citi, MLPFS and RBSSI, with respect to the Dollar Bridge
Subfacility (each a “Dollar Bridge Subfacility Lead
Arranger”), and Citi, MLPFS and BNPPSC, with respect to the
Euro Bridge Subfacility (each a “Euro Bridge Subfacility Lead
Arranger” and, together with the Dollar Bridge Subfacility
Lead Arrangers, the “Bridge Lead Arrangers”).
	 
	 	 
	Bridge Administrative Agent:

	 	Citi (in its capacity as administrative agent for the Bridge
Lenders, the “Bridge Administrative Agent”).
	 
	 	 
	Bridge Lenders:

	 	Citi, Bank of America, BNPP, RBS and/or other financial
institutions arranged by the Bridge Lead Arrangers in
consultation with (or where applicable, with the consent of),
US Borrower, in accordance with the syndication provisions of
the Commitment Letter (the “Bridge Lenders”).
	 
	 	 
	Bridge Loans:

	 	The Bridge Lenders will make loans to the Borrowers on the
date the Acquisition is consummated in an aggregate principal
amount up to the Equivalent of US$1,500 million, of which (x)
up to the Equivalent of US$500 million shall be available in
Euros, (the “Euro Bridge Loan”), and (y) up to the Equivalent
of US$1,000 million shall be available in Dollars (the
“Dollar Bridge Loan” and, together with the Euro Bridge Loan,
the “Bridge Loans”)
	 
	 	 
	Purpose:

	 	The proceeds of the Bridge Loans will be used to (a) finance
the Acquisition and the Transactions (including refinancing
pre-existing indebtedness of the Acquired Business), and (b)
pay fees and expenses incurred in connection with the
Transactions.
	 
	 	 
	Availability:

	 	A single drawing may be made on the Closing Date of up to the
full amount of the Bridge Loans. Amounts borrowed under the






Solution — A&R Commitment Letter




C-1









 






	 	 	 

	 

	 	Senior Bridge Facility and repaid or prepaid may not be
reborrowed.
	 
	 	 
	Documentation Principles:

	 	The definitive documentation for the Bridge Loans will contain only those conditions to borrowing,
representations, warranties, covenants and events of default expressly set forth in this Exhibit C and other
provisions that are usual for facilities and transactions of this type (including as to operational requirements of the
Borrowers and the Acquired Business and its subsidiaries in light of their industries, businesses and business practices)
(the “Bridge Documentation Principles”). The documentation for the Bridge Loans will include, among others, a
credit agreement (the “Bridge Loan Agreement”), guarantees and other appropriate documents (collectively,
the “Bridge Loan Documents”) and in any event shall be no more restrictive to the US Borrower and its
subsidiaries than the Bank Loan Documents.
	 
	 	 
	Conversion and Maturity
Dates:

	 	All Bridge Loans shall have an initial maturity date that is
the one-year anniversary of the Closing Date (the “Bridge
Loan Maturity Date”), which shall be extended as provided
below. On the Bridge Loan Maturity Date, (i) any Euro Bridge
Loan that has not been previously repaid in full will be
automatically converted into a Euro-denominated senior term
loan (any such loan, a “Euro Senior Term Loan”) due on the
date that is eight years after the Closing Date (the “Euro
Extended Maturity Date”), subject to the conditions set forth
herein, and (ii) any Dollar Bridge Loan that has not been
previously repaid in full will be automatically converted
into two U.S. Dollar-denominated senior term loans, each such
loan in an amount equal to half the aggregate amount of the
then outstanding Dollar Bridge Loan (the “Eight-Year Dollar
Senior Term Loan” and the “Ten-Year Dollar Senior Term Loan”,
respectively, and each a “Dollar Senior Term Loan” and,
collectively with any Euro Senior Term Loans, the “Senior
Term Loans”). The Eight-Year Dollar Senior Term Loans shall
be due on a date that is eight years after the Closing Date,
subject to the conditions set forth herein. The Ten-Year
Dollar Senior Term Loans shall be due on a date that is ten
years after the Closing Date, subject to the conditions set
forth herein. The date on which Bridge Loans are extended as
Senior Term Loans is referred to as the “Conversion Date.”
	 
	 	 
	 

	 	The Senior Term Loans will be governed by the provisions of
the Bridge Loan Documents and will have the same terms as the
Bridge Loans except as expressly set forth on Annex II
hereto.
	 
	 	 
	Exchange of the Senior Term
Loans:

	 	At any time or from time to time on or after the Conversion
Date, at the option of the Bridge Lenders, any Euro Senior
Term Loans, Eight-Year Dollar Senior Term Loans or Ten-Year
Dollar Senior Term Loans may be exchanged in whole or in part
for






Solution — A&R Commitment Letter




C-2









 






	 	 	 

	 

	 	senior exchange notes, each such series of senior
exchange notes having an aggregate principal amount equal to
the principal amount of Euro Senior Term Loans, Eight-Year
Dollar Senior Term Loans or Ten-Year Dollar Senior Term Loans
being exchanged (the “Euro Exchange Securities”, the
“Eight-Year Dollar Exchange Securities” and the “Ten-Year
Dollar Exchange Securities”, respectively, and collectively
the “Exchange Securities”); provided that Borrowers may defer
the first issuance of Exchange Securities until such time as
the applicable Borrower shall have received requests to issue
an aggregate of at least the Equivalent of US$100.0 million
in aggregate principal amount of Exchange Securities.
	 
	 	 
	 

	 	When issued, the Exchange Securities will be governed by an
indenture to be entered into between Borrowers and a trustee
in a form customarily utilized for a Rule 144A offering of
high-yield securities, with terms to be mutually agreed,
which shall have the terms set forth in this exhibit for such
Exchange Securities.
	 
	 	 
	 

	 	If reasonably requested by the Bridge Lead Arrangers, or at
any time prior to such request in connection with a
contemplated exchange by any Bridge Lender of Senior Term
Loans for Exchange Securities, US Borrower shall (i) deliver
to the Lender that is receiving Exchange Securities, and to
such other Lenders as the Bridge Lender requests, an offering
memorandum of the type customarily utilized in a Rule 144A
offering of high-yield securities covering the resale of such
Exchange Securities by such Lenders, in such form and
substance as reasonably acceptable to US Borrower and the
Bridge Lender, and keep such offering memorandum updated in a
manner as would be required pursuant to a customary Rule 144A
securities purchase agreement, (ii) in connection with any
sale by such Bridge Lender, deliver or cause to be delivered
such opinions and accountants’ comfort letters addressed to
the Bridge Lender and such certificates as the Bridge Lender
may reasonably request as would be customary in Rule 144A
offerings and (iii) take such other actions, and cause its
advisors, auditors and counsel to take such actions, as
reasonably requested by the Bridge Lender in connection with
issuances or resales of Exchange Securities, including (A)
providing such information regarding the business and
operations of US Borrower and its subsidiaries as is
reasonably requested by any prospective holder of Exchange
Securities and customarily provided in due diligence
investigations in connection with purchases or resales of
securities and (B) providing representations, covenants and
indemnities to such Bridge Lender in connection with any sale
of Exchange Securities to such Bridge Lender.
	 
	 	 
	 

	 	Notwithstanding the foregoing, the obligation to keep an
offering memorandum updated shall be subject to customary
“blackout” periods of not more than 45 days in any 90-day
period, not to






Solution — A&R Commitment Letter




C-3









 






	 	 	 

	 

	 	exceed 90 days in any year, for material
developments. Upon notice by the Lead Arrangers that the
Lead Arrangers have resold all of their Exchange Securities,
the Borrower shall have no obligation to provide or update
any offering memorandum pursuant to this section.
	 
	 	 
	Availability of the
Exchange Securities:

	 	The Exchange Securities will be available only in exchange for
the Senior Term Loans. The principal amount of any Exchange
Security will equal 100% of the aggregate principal amount of
the Senior Term Loan for which it is exchanged.
	 
	 	 
	Guarantee:

	 	The obligations of US Borrower in respect of the Bridge
Loans, the Senior Term Loans and the Exchange Securities will
be unconditionally and irrevocably guaranteed on a senior
basis (the “Guarantees”) by all the domestic guarantors of
the Bank Facilities. The Guarantees will automatically be
released upon the release of the corresponding guarantees of
the Bank Facilities.
	 
	 	 
	 

	 	In addition, wholly-owned, material foreign restricted
subsidiaries of the Borrowers may be required to provide
Guarantees with respect to the obligations of the European
Borrower, subject to any requirements of applicable law and
the benefit from any such guarantee outweighing the cost of
obtaining the same, as reasonably determined by the Bridge
Administrative Agent in consultation with US Borrower.
	 
	 	 
	Collateral:

	 	None.
	 
	 	 
	Interest Rates and Fees:

	 	As set forth on Annex I hereto and in the Fee Letter.
	 
	 	 
	Ranking:

	 	The Bridge Loans, the Senior Term Loans and the Exchange
Securities shall be pari passu for all purposes.
	 
	 	 
	 

	 	With respect to the Bank Facilities, the Bridge Loans, the
Senior Term Loans and the Exchange Securities shall
constitute senior debt and shall rank pari passu with the
Bank Facilities.
	 
	 	 
	Mandatory Prepayments:

	 	US Borrower will be required to prepay the Bridge Loans on a
pro rata basis from the net proceeds (after deduction of,
among other things, mandatory prepayments under the Bank
Facilities) from the incurrence of any debt by US Borrower or
any of its subsidiaries whose proceeds are required to prepay
the Bank Facilities or from all non-ordinary course asset
sales by US Borrower or any of its subsidiaries in excess of
amounts reinvested in the business of US Borrower or its
restricted subsidiaries on the same terms as permitted by the
Bank Facilities, with exceptions and baskets usual and
customary for financings of this type.





Solution — A&R Commitment Letter




C-4









 






	 	 	 

	 

	 	US Borrower will be required to prepay all Bridge Loans at
100% and offer to repurchase all the Senior Term Loans at
100% of the outstanding principal amount thereof plus accrued
and unpaid interest to the date of repayment, upon the
occurrence of a change of control or ownership (with such
change of control definition to be agreed among the Initial
Bridge Lenders and the Borrower in a mutually acceptable
manner, but in any event shall not require any minimum
ownership or control by any person, entity or group).
	 
	 	 
	 

	 	The net cash proceeds from the issuance of the Securities (or
other debt securities issued to refinance the Senior Bridge
Facility in whole or in part) will be applied to refinance
the Bridge Loans held by such Bridge Lender or its
affiliates, notwithstanding the pro rata provisions otherwise
applicable to redemptions and prepayments.
	 
	 	 
	Optional Prepayment:

	 	The Bridge Loans will be prepayable at par at any time upon
not less than 3 business days’ prior notice at the applicable
Borrower’s option, in whole or in part, plus accrued and
unpaid interest. Breakage costs, if any, will be paid by the
Borrowers.
	 
	 	 
	 

	 	The Euro Exchange Securities will be non-callable for three
years from the Closing Date (subject to customary 35%
clawback provisions in the first three years after the
Closing Date with the proceeds of equity offerings at par
plus accrued interest plus a premium equal to the coupon) and
will be callable thereafter at par plus accrued interest plus
a premium equal to three-quarters of the coupon, which
premium shall decline ratably on each anniversary of the
Closing Date to zero two years before the maturity of the
Euro Exchange Securities; provided, however, that any Euro
Exchange Securities will be callable prior to such third
anniversary at a redemption price equal to par plus accrued
interest plus a make whole premium calculated on the basis of
a discount rate equal to the then Treasury Rate plus one-half
of one percent (0.50%).
	 
	 	 
	 

	 	The Eight-Year Dollar Exchange Securities will be
non-callable for three years from the Closing Date (subject
to customary 35% clawback provisions in the first three years
after the Closing Date with the proceeds of equity offerings
at par plus accrued interest plus a premium equal to the
coupon) and will be callable thereafter at par plus accrued
interest plus a premium equal to three-quarters of the
coupon, which premium shall decline ratably on each
anniversary of the Closing Date to zero two years before the
maturity of the Eight-Year Dollar Exchange Securities;
provided, however, that any Eight-Year Dollar Exchange
Securities will be callable prior to such third anniversary
at a redemption price equal to par plus accrued interest plus
a make whole premium calculated on the basis of a






Solution — A&R Commitment Letter




C-5









 






	 	 	 

	 

	 	discount
rate equal to the then Treasury Rate plus one-half of one
percent (0.50%).
	 
	 	 
	 

	 	The Ten-Year Dollar Exchange Securities will be non-callable
for five years from the Closing Date (subject to customary
35% clawback provisions in the first three years after the
Closing Date with the proceeds of equity offerings at par
plus accrued interest plus a premium equal to the coupon) and
will be callable thereafter at par plus accrued interest plus
a premium equal to one-half the coupon, which premium shall
decline ratably on each anniversary of the Closing Date to
zero two years before the maturity of the Ten-Year Dollar
Exchange Securities; provided, however, that any Ten-Year
Dollar Exchange Securities will be callable prior to such
fifth anniversary at a redemption price equal to par plus
accrued interest plus a make whole premium calculated on the
basis of a discount rate equal to the then Treasury Rate plus
one-half of one percent (0.50%).
	 
	 	 
	Representations and
Warranties:

	 	The Bridge Facilities will contain representations and
warranties relating to US Borrower and its restricted
subsidiaries set forth in Exhibit B under the caption
“Representations and Warranties,” with such changes as are
appropriate in connection with unsecured bridge loans (and in
any event such representations and warranties shall not be
more restrictive to US Borrower and its subsidiaries than
those set forth in the Bank Loan Documents).
	 
	 	 
	Conditions Precedent:

	 	Subject to the Certain Funds Provisions, the availability of
the initial borrowing on the Closing Date shall be
conditioned solely upon (a) the satisfaction of the
applicable conditions specified in Section 1 of the
Commitment Letter and (b) the Summary of Additional
Conditions Precedent as described in Exhibit D of the
Commitment Letter.
	 
	 	 
	Covenants:

	 	Affirmative and incurrence-based negative covenants customary
for senior unsecured high-yield senior debt offerings, based
on customary senior unsecured high-yield debt securities
(consistent with the Bridge Documentation Principles). Prior
to the Bridge Loan Maturity Date, the negative covenants
(including limitations in respect of debt incurrence, lien
incurrence, merger and restricted payments will be more
restrictive, in certain agreed upon aspects, than those in
the Exchange Securities (but in any event less restrictive
than those set forth in the Bank Loan Documents). Following
the Bridge Loan Maturity Date, the negative covenants
relevant to the Senior Term Loans will automatically be
modified so as to be consistent with the Exchange Securities.
	 
	 	 
	Financial Covenants:

	 	None.





Solution — A&R Commitment Letter




C-6









 






	 	 	 	 	 	 	 

	Events of Default:

	 	 	1.	 	 	Failure to pay principal, interest or any other amount, in each case, when
due.
	 
	 	 	 	 	 	 
	 

	 	 	2.	 	 	Representations
or warranties materially incorrect when made.
	 
	 	 	 	 	 	 
	 

	 	 	3.	 	 	Failure to comply
with covenants (with customary notice and cure periods).
	 
	 	 	 	 	 	 
	 

	 	 	4.	 	 	Cross-acceleration to debt aggregating an amount to be
agreed.
	 
	 	 	 	 	 	 
	 

	 	 	5.	 	 	Unsatisfied
judgment or order in excess of an amount to be agreed.
	 
	 	 	 	 	 	 
	 

	 	 	6.	 	 	Bankruptcy or
insolvency.
	 
	 	 	 	 	 	 
	 

	 	 	7.	 	 	Actual or
asserted invalidity of any Guarantee or any other
material Bridge Loan Document.






	 	 	 

	 

	 	Any notice periods, cure periods or amounts shall be
consistent with those contained in the events of default in
the Existing Senior Notes (but in any event no more
restrictive than the Bank Facilities); provided, however,
that in the case of the Bridge Loans (but not the Senior Term
Loans or Exchange Securities) (i) the notice periods, cure
periods or amounts may be more restrictive than the notice
periods, cure periods or amounts contained in the Existing
Senior Notes and (ii) the cross-acceleration event of default
may be changed to include a cross payment event of default,
as reasonably agreed by the Bridge Lead Arrangers and the US
Borrower. The default provisions of the Bridge Loan Documents
shall be no more restrictive to the US Borrower and its
subsidiaries than those set forth in the Bank Loan Documents.
	 
	 	 
	Voting:

	 	Amendments and waivers of the documentation for the Bridge
Loans and the other definitive credit documentation related
thereto will require the approval of Bridge Lenders holding
at least a majority of the outstanding Bridge Loans, except
that the consent of each affected Bridge Lender will be
required for, among other things, (i) reductions of principal
and interest rates and fees, (ii) additional restrictions on
the right to exchange Senior Term Loans for Exchange
Securities or any amendment of the rate of such exchange,
(iii) any amendment to the Exchange Securities that requires
(or would, if any Exchange Securities were outstanding,
require) the approval of all holders of Exchange Securities
and (iv) any amendment to the redemption times, non-call
period or call premiums in the Exchange Securities.






Solution — A&R Commitment Letter




C-7









 






	 	 	 

	Assignment and
Participation of Loans:

	 	The Bridge Lenders will have the right to assign loans and
commitments to their affiliates and to other Bridge Lenders
(and affiliates of such other Bridge Lenders) without
restriction, and to other financial institutions after the
Closing Date in consultation with, but without the consent
of, US Borrower; provided, however, that prior to the Bridge
Loan Maturity Date, unless there has been a Demand Failure
Event or any bankruptcy event with respect to US Borrower,
the consent of US Borrower (such consent not to be
unreasonably withheld, delayed or conditioned) shall be
required with respect to any assignment if, subsequent
thereto, any Bridge Lender would hold, in the aggregate, less
than 51% of the outstanding Bridge Loans held by it on the
Closing Date (or immediately following the Closing Date if
such Bridge Lender acquired its Bridge Loans as part of the
primary syndication of Bridge Loans by the Initial Bridge
Lenders). Minimum aggregate assignment level (except to
affiliates of the assigning Bridge Lender and other Bridge
Lenders and their affiliates) of US$5,000,000 and increments
of US$1,000,000 in excess thereof.
	 
	 	 
	 

	 	Any Bridge Lender may at any time make a security assignment
of all or any portion of its rights under the Bridge
Facility, to secure extensions of credit to such Bridge
Lender or in support of obligations owed by such Bridge
Lender (including any such assignment or pledge in support of
obligations owed to a Federal Reserve Bank).
	 
	 	 
	 

	 	Each Bridge Lender will have the right to sell participations
in its rights and obligations under the loan documents,
subject to customary restrictions on the participants’ voting
rights.
	 
	 	 
	Right to Transfer
Exchange Securities:

	 	The holders of the Exchange Securities shall have the right to
transfer such Exchange Securities in compliance with
applicable law to any Eligible Holder. “Eligible Holder”
will mean (a) a “qualified institutional buyer” within the
meaning of Rule 144A under the Securities Act, (b) a non-US
person acquiring the Exchange Securities pursuant to an offer
and sale occurring outside of the United States within the
meaning of Regulation S under the Securities Act or (c) a
person acquiring the Exchange Securities in a transaction
that is exempt from the registration requirements of the
Securities Act, subject to the US Borrower’s right to receive
an opinion of counsel reasonably acceptable to the US
Borrower prior to any such transaction; provided that in each
case such Eligible Holder represents that it is acquiring the
Exchange Securities for its own account and that it is not
acquiring such Exchange Securities with a view to, or for
offer or sale in connection with, any distribution thereof
(within the meaning of the Securities Act) that would be in
violation of the securities laws of the United States or any
state thereof.





Solution — A&R Commitment Letter




C-8









 






	 	 	 

	Yield Protection, Taxes
and Other Deductions:

	 	The Bridge Loan Documents will contain yield protection
provisions, customary for facilities of this nature,
protecting the Bridge Lenders in the event of unavailability
of funding, funding losses, reserve and capital adequacy
requirements (including, without limitation, change in law
exceptions and other customary provisions with respect to the
Dodd-Frank Wall Street Reform and Consumer Protection Act,
and the Basel Committee on Banking Supervision, pursuant to
“Basel III”), subject to customary “yank-a-bank” provisions.
	 
	 	 
	 

	 	The Bridge Loan Documents will provide that all payments are
to be made free and clear of any taxes (other than (i) income
taxes in the jurisdiction of the Bridge Lender’s applicable
lending office, (ii) franchise taxes, (iii) taxes on overall
net income and (iv) taxes imposed under the foreign accounts
tax compliance provisions of Sections 1471 and 1472 of the
Code (the Foreign Account Tax Compliance Act). Bridge
Lenders will furnish to the Bridge Administrative Agent
appropriate certificates or other evidence of exemption from
U.S. federal tax withholding.
	 
	 	 
	Expenses and
Indemnification:

	 	Provisions regarding expense reimbursement and
indemnification as set forth in Exhibit B under the caption
“Expenses and Indemnification”.
	 
	 	 
	Governing Law and Forum:

	 	The laws of the State of New York. Each party to the Bridge
Loan Documents will waive the right to trial by jury and will
consent to the exclusive jurisdiction of the state and
federal courts located in The City of New York, Borough of
Manhattan.
	 
	 	 
	Counsel to Bridge Lenders,
Bridge Lead Arrangers and
Bridge Administrative
Agent:

	 	Shearman & Sterling LLP





Solution — A&R Commitment Letter



C-9









 






ANNEX I

to Exhibit C




Senior Bridge Facility

Interest Rates and Fees




	 	 	 

	Bridge Loans:

	 	Prior to the Bridge Loan Maturity Date, the Dollar
Bridge Loans will bear interest at a rate per annum
expressed as one month LIBOR (as adjusted monthly and
adjusted for all applicable reserve requirements)
plus the Spread. The Spread will initially be 575
basis points. If the Dollar Bridge Loans are not
repaid in full within three months following the
Closing Date, the Spread will increase by 50 basis
points at the beginning of the subsequent three-month
period and shall increase by an additional 50 basis
points at the beginning of each three-month period
thereafter. In no event shall LIBOR be deemed to be
less than 1.00%.
	 
	 	 
	 

	 	Interest on the Dollar Bridge Loans will be payable
in arrears at the end of each fiscal quarter and at
the Bridge Loan Maturity Date. Interest on the
Dollar Bridge Loans shall not exceed the blended
weighted average of the then applicable Total
Eight-Year Dollar Interest Cap (as defined in the Fee
Letter) and the then applicable Total Ten-Year Dollar
Interest Cap (as defined in the Fee Letter).
	 
	 	 
	 

	 	Prior to the Bridge Loan Maturity Date, the Euro
Bridge Loans will bear interest at a rate per annum
expressed as one month EURIBOR (as adjusted monthly
and adjusted for all applicable reserve requirements)
plus the Spread. The Spread will initially be 600
basis points. If the Euro Bridge Loans are not
repaid in full within three months following the
Closing Date, the Spread will increase by 50 basis
points at the beginning of the subsequent three-month
period and shall increase by an additional 50 basis
points at the beginning of each three-month period
thereafter. In no event shall EURIBOR be deemed to
be less than 1.25%.
	 
	 	 
	 

	 	Interest on the Euro Bridge Loans will be payable in
arrears at the end of each fiscal quarter and at the
Bridge Loan Maturity Date. Interest on the Euro
Bridge Loans shall not exceed the Total Euro Interest
Cap (as defined in the Fee Letter).
	 
	 	 
	 

	 	Upon the occurrence of a Demand Failure Event the
Dollar Bridge Loans will accrue interest at the fixed
rate of the blended weighted average of the then
applicable Total Eight-Year Dollar Interest Cap and
the then applicable Total Ten-Year Dollar Interest
Cap.






Solution — A&R Commitment Letter




C-I-1









 






	 	 	 

	 

	 	Upon the occurrence of a Demand Failure Event the
Euro Bridge Loans will accrue interest at the fixed
rate of the Total Euro Interest Cap.
	 
	 	 
	 

	 	To the extent that LIBOR cannot be determined or any
Lender is unable to maintain a LIBOR loan, the Bridge
Loans shall bear interest at a rate per annum equal
to the higher of (x) the Federal Funds Rate plus 50
bps per annum or (y) the Prime Rate (as determined by
the Bridge Administrative Agent), plus in each case
the spread as indicated above (minus 100 bps).
	 
	 	 
	 

	 	Calculation of interest shall be on the basis of
actual days elapsed in a year of 360 days.
	 
	 	 
	 

	 	LIBOR and EURIBOR will each at all times include
statutory reserves.
	 
	 	 
	 

	 	On and after the first anniversary of the Closing
Date, the Senior Term Loans will bear interest at a
rate equal to the applicable Total Interest Cap (as
defined in the Fee Letter). On and after the first
anniversary of the Closing Date, interest on the
Senior Term Loans will be payable quarterly in
arrears.
	 
	 	 
	Exchange Securities:

	 	The Exchange Securities will bear interest at the
applicable Total Interest Cap.
	 
	 	 
	 

	 	Interest on the Exchange Securities will be payable
semiannually in arrears.
	 
	 	 
	Default:

	 	Amounts not paid when due under the Senior Bridge
Facility will bear interest at a rate of 2.00% per
annum plus the rate otherwise applicable to the loans
under the Senior Bridge Facility and will be payable
on demand. Notwithstanding anything to the contrary
set forth herein, in no event shall any cap or limit
on the interest rate payable with respect to the
Senior Bridge Facility or Exchange Securities affect
the payment of any default rate of interest in
respect of any Bridge Loans or Exchange Securities.






Solution — A&R Commitment Letter




C-I-2









 






ANNEX II

to Exhibit C




Senior Term Loans




	 	 	 

	Maturity:

	 	The Euro Senior Term Loans will mature on the
eighth anniversary of the Closing Date.
	 
	 	 
	 

	 	The Eight-Year Dollar Senior Term Loans will mature
on the eighth anniversary of the Closing Date.
	 
	 	 
	 

	 	The Ten-Year Dollar Senior Term Loans will mature
on the tenth anniversary of the Closing Date.
	 
	 	 
	Interest Rate:

	 	The Euro Senior Term Loans will bear interest at an
interest rate per annum equal to the Total Euro
Interest Cap. Interest will be paid in cash.
	 
	 	 
	 

	 	The Eight-Year Dollar Senior Term Loans will bear
interest at an interest rate per annum equal to the
Total Eight-Year Dollar Interest Cap. The Ten-Year
Dollar Senior Term Loans will bear interest at an
interest rate per annum equal to the Total Ten-Year
Dollar Interest Cap. In each case interest will be
paid in cash.
	 
	 	 
	 

	 	Interest shall be payable on the last day of each
fiscal quarter of the applicable Borrower and on
the applicable maturity date for each of the Senior
Term Loans, in each case payable in arrears and
computed on the basis of a 360-day year.
	 
	 	 
	Covenants, Defaults
and Mandatory Prepayments:

	 	Upon and after the Conversion Date, the covenants, mandatory prepayments and defaults which would be
applicable to the Exchange Securities, if issued,
will also be applicable to the Senior Term Loans in
lieu of the corresponding provisions of the Bridge
Loan Documents.


	 
	 	 
	Optional Prepayment

	 	The Senior Term Loans may be prepaid, in whole or
in part, at par, plus accrued and unpaid interest
upon not less than 3 days’ prior written notice, at
the option of the Borrowers at any time.





Solution — A&R Commitment Letter




C-II-1









 






EXHIBIT D




CONFIDENTIAL




Summary of Additional Conditions Precedent



All capitalized terms used herein but not defined herein shall have the meanings provided in the
Commitment Letter (including the other exhibits thereto) to which this Summary of Additional
Conditions Precedent is attached.



The initial borrowing under the Facilities shall be subject to the following conditions precedent:





     1. Consummation of the Acquisition. The Acquisition shall be consummated substantially
concurrently with the initial funding of the Facilities in accordance with the fully
executed Merger Agreement, dated as of May 31, 2011 (such date, the “Execution
Date”), and notwithstanding anything to the contrary in the Commitment Letter, the
Merger Agreement shall not have been amended or modified or any condition therein waived, in
each case in any respect that is materially adverse to the Lenders, without the prior
written consent of the Commitment Parties (such consent not to be unreasonably withheld or
delayed); provided that without the consent of each Lead Arranger, the Borrower shall not
increase the portion of the purchase price of the Acquired Business payable in cash, except
to the extent that such increase in the cash portion of the purchase price is funded
entirely from proceeds of a contemporaneous equity offering. Immediately following the
consummation of the Transactions, neither the US Borrower nor any of its subsidiaries shall
have any indebtedness for borrowed money or preferred equity other than as contemplated by
the Commitment Letter or as otherwise permitted under the draft Bank Loan Documents
(including amounts disclosed on the schedules thereto (which scheduled amounts shall
include, without limitation, all amounts set forth on Schedule 4.3(c) to the “Soap
Disclosure Letter to the Agreement and Plan of Merger”, dated as of the Execution Date, made
by and among US Borrower, Dish and the US Borrower’s wholly-owned merger subsidiary, to the
extent not otherwise repaid or refinanced prior to the Closing Date).




     2. Financial Statements. The Administrative Agent shall have received, at least 40
days before the Closing Date, unaudited consolidated balance sheets and related statements
of income, stockholders’ equity and cash flows of each of Sealed Air Corporation and the
Acquired Business as of and for each quarterly period of Sealed Air Corporation and the
Acquired Business, respectively, ended after the date of the Commitment Letter, but at least
90 days prior to the Closing Date (the “Interim Financial Statements”).




     3. Pro Forma Financial Statements; Projections. The Administrative Agent shall have
received a pro forma consolidated balance sheet and related statements of income of US
Borrower (collectively, the “Pro Forma Financial Statements”), as of the ending date
of and for (i) the latest fiscal year of US Borrower ended at least 120 days before the
Closing Date and (ii) if applicable, for the latest interim period for which Borrower will
be required to provide the Interim Financial Statements pursuant to paragraph 2 above, in
each case, after giving effect to the Transactions as if the Transactions had occurred as of
such date (in the case of the balance sheet) or at the beginning of the period (in the case
of the income statements). US Borrower shall have delivered its most recent projections
through the 2016 fiscal year, prepared on a quarterly basis through the end of 2012.




     4. Solvency. The Administrative shall have received a solvency certificate from the
chief financial officer of US Borrower in the form of Annex I to this Exhibit D.



Solution — A&R Commitment Letter




D-1









 






     5a. Offering Document for Notes. US Borrower shall have (i) prepared an offering
memorandum suitable for use in a customary “high-yield road show” relating to the Notes and
in customary form for offering memoranda used in Rule 144A debt offerings, including
discussion of US Borrower and the Acquired Business, risk factors, financial statements, pro
forma financial statements and other financial data of the type and form customarily
included in such offering memoranda (other than consolidating and other financial statements
and data with respect to guarantor and non-guarantor subsidiaries), and all other data that
would be reasonably necessary for the financial institutions underwriting the offering of
the Notes to receive customary “comfort” from independent accountants (including customary
“negative assurances”) in connection with the offering of the Notes and customary legal
opinions in Rule 144A offerings of high-yield securities (collectively, the “Offering
Document”) and delivered the Offering Document to the Investment Bank at least 20
business days prior to the Closing Date; provided that this condition shall be deemed
satisfied if such offering memorandum excludes sections (document cover and plan of
distribution) that would customarily be provided by the Investment Bank; and (ii) caused the
senior management and other representatives of US Borrower, and used commercially reasonable
efforts to cause the senior management and other representatives of the Acquired Business,
to provide access in connection with due diligence investigations and to participate in a
customary high-yield “road show,” for a customary period during the consecutive 20 business
day period commencing on the date of delivery of a final Offering Document (at no time
during which period the financial information in the Offering Document shall be “stale”);
provided that such consecutive 20 business day period referenced in this paragraph shall (i)
either be completed prior to August 22, 2011 or shall commence after September 6, 2011, or
(ii) if commenced after September 6, 2011, either be completed prior to December 19, 2011
or shall commence after January 6, 2012; provided, however that November 24 and 25, 2011
shall not be considered business days for purposes of this paragraph but a period including
such days shall be considered a consecutive period for purposes of this paragraph.




     5b. Confidential Information Memorandum. The Lead Arrangers shall have received, not
later than 20 business days prior to the Closing Date, the complete confidential information
memorandum relating to the Senior Secured Credit Facilities suitable for use in a customary
syndication of bank financing; provided that such consecutive 20 business day period
referenced in this paragraph shall (i) either be completed prior to August 22, 2011 or shall
commence after September 6, 2011, or (ii) if commenced after September 6, 2011, either be
completed prior to December 19, 2011 or shall commence after January 6, 2012; provided,
however that November 24 and 25, 2011 shall not be considered business days for purposes of
this paragraph but a period including such days shall be considered a consecutive period for
purposes of this paragraph. If the US Borrower reasonably believes, in good faith, that it
has provided the information required to be provided by it under Sections 2, 3, 5(a) and
5(b) of this Exhibit D (such information, the “Required Financial
Information”), the US Borrower may then deliver to the Administrative Agent and the
Investment Bank a written notice to that effect (stating how and when it believes it
completed such delivery), in which case the US Borrower shall thereafter be deemed to have
provided the Required Financial Information unless the Administrative Agent or the
Investment Bank reasonably believes, in good faith, the US Borrower has not completed the
delivery of the Required Financial Information and, within five Business Days after its
receipt of such notice, either the Administrative Agent or the Investment Bank, as
applicable, delivers a written notice to the US Borrower to that effect (stating with
reasonable specificity which Required Financial Information the Administrative Agent or the
Investment Bank, as applicable, reasonably believes has not delivered, or has been delivered
incompletely, by the US Borrower).



Solution — A&R Commitment Letter




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     6. Collateral. With respect to the Facilities, all documents and instruments required
to perfect the Administrative Agent’s security interest in the Collateral shall have been
executed and delivered and, if applicable, be in proper form for filing; provided, however,
that this condition is subject in all respects to the Certain Funds Provision.




     7. PATRIOT Act. The Bank Administrative Agent shall have received all documentation
and other information required by regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, including the PATRIOT Act that
has been requested by the Administrative Agent in writing at least 5 days prior to the
Closing Date.




     8. Miscellaneous Closing Conditions. Subject to the Certain Funds Provisions, the
delivery of customary legal opinions of Borrowers’ counsel; the Specified Representations
and the Merger Agreement Representations shall be true in all material respects; and
provision of customary evidence of authorization.




     9. Fees. Payment of all fees required to be paid on the Closing Date pursuant to the
Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date
pursuant to the Commitment Letter, to the extent invoiced at least 2 business days prior to
the Closing Date, shall, upon the initial borrowing under the Facilities, have been paid
(which amounts may be offset against the proceeds of the Facilities).



Solution — A&R Commitment Letter




D-3









 





Form of Solvency Certificate




     Date: _____, 2011


To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to
below:




          I, the undersigned, the Chief Financial Officer of _____, a _____ _____ (the “Borrower”), in
that capacity only and not in my individual capacity (and without personal liability), do hereby
certify as of the date hereof, and based upon facts and circumstances as they exist as of the date
hereof (and disclaiming any responsibility for changes in such facts and circumstances after the
date hereof), that:




          1. This certificate is furnished to the Administrative Agent and the Lenders pursuant to
Section __ of the Credit Agreement, dated as of _________ ____, 2011, among _________ (the “Credit
Agreement”). Unless otherwise defined herein, capitalized terms used in this certificate shall
have the meanings set forth in the Credit Agreement.




          2. For purposes of this certificate, the terms below shall have the following definitions:




          (a) “Fair Value”




          The amount at which the assets (both tangible and intangible), in their entirety, of the
Borrower and its Subsidiaries taken as a whole would change hands between a willing buyer and a
willing seller, within a commercially reasonable period of time, each having reasonable knowledge
of the relevant facts, with neither being under any compulsion to act.




          (b) “Present Fair Salable Value”




          The amount that could be obtained by an independent willing seller from an independent willing
buyer if the assets of the Borrower and its Subsidiaries taken as a whole are sold with reasonable
promptness in an arm’s-length transaction under present conditions for the sale of comparable
business enterprises insofar as such conditions can be reasonably evaluated.




          (c) “Stated Liabilities”




          The recorded liabilities (including contingent liabilities that would be recorded in
accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof
after giving effect to the consummation of the Transactions, determined in accordance with GAAP
consistently applied.




          (d) “Identified Contingent Liabilities”




          The maximum estimated amount of liabilities reasonably likely to result from pending
litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent
liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the
Transactions (including all fees and expenses related thereto but exclusive of such contingent
liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of
their nature and estimated magnitude by responsible officers of the Borrower.





Solution — A&R Commitment Letter




D-A-1









 








          (e) “Will be able to pay their Stated Liabilities and Identified Contingent Liabilities as
they mature”




          For the period from the date hereof through the Maturity Date, the Borrower and its
Subsidiaries taken as a whole will have sufficient assets and cash flow to pay their respective
Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the
case of contingent liabilities) as they otherwise become payable.




          (f) “Do not have Unreasonably Small Capital”




          For the period from the date hereof through the Maturity Date, the Borrower and its
Subsidiaries taken as a whole after consummation of the Transactions is a going concern and has
sufficient capital to ensure that it will continue to be a going concern for such period.




          3. For purposes of this certificate, I, or officers of the Borrower under my direction and
supervision, have performed the following procedures as of and for the periods set forth below.




          (a) I have reviewed the financial statements (including the pro forma financial statements)
referred to in Section __ of the Credit Agreement.




          (b) I have knowledge of and have reviewed to my satisfaction the Credit Agreement.




          (c) As the Chief Financial Officer of the Borrower, I am familiar with the financial condition
of the Borrower and its Subsidiaries.




          4. Based on and subject to the foregoing, I hereby certify on behalf of the Borrower that
after giving effect to the consummation of the Transactions, it is my opinion that (i) the Fair
Value and Present Fair Salable Value of the assets of the Borrower and its Subsidiaries taken as a
whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) the Borrower and
its Subsidiaries taken as a whole do not have Unreasonably Small Capital; (iii) the Borrower and
its Subsidiaries taken as a whole will be able to pay their Stated Liabilities and Identified
Contingent Liabilities as they mature and (iv) the Borrower and its Subsidiaries, on a consolidated
basis, are “solvent” within the meaning given to that term and similar terms under any United
States federal or state laws relating to fraudulent transfers and conveyances.




* * *




          IN WITNESS WHEREOF, the Borrower has caused this certificate to be executed on its behalf by
the Chief Financial Officer as of the date first written above.




	 	 	 	 	 
	 	SEALED AIR CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




Solution — A&R Commitment Letter



D-A-2