EX-4.3



 Exhibit 4.3 
 SUPPLEMENTAL INDENTURE 
 SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of March 20, 2013, among Sealed Air Corporation, a Delaware corporation (the “Company”), the guarantors party hereto (the “Guarantors”) and U.S. Bank National Association, as
trustee (the “Trustee”) to the Indenture, dated as of June 18, 2009 (the “Indenture”), as supplemented. 
 W I T N E S S E T H : 
 WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered the Indenture providing for the issuance of 77/8% Senior Notes due 2017 (the “Securities”) of the Company; 

WHEREAS, there is currently outstanding under the Indenture $400,000,000 in aggregate principal amount of the Securities; 

WHEREAS, Section 902 of the Indenture provides that the Company, the Guarantors and the Trustee may, with the consent of the Holders
of at least a majority in aggregate principal amount of the outstanding Securities, enter into a supplemental indenture for the purpose of amending the Indenture with respect to the Securities; 

WHEREAS, the Company has offered to purchase for cash any and all of the outstanding Securities upon the terms and subject to the
conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated March 7, 2013 (as the same may be amended or supplemented from time to time, the “Statement”), and in the related Consent and Letter of
Transmittal (as the same may be amended or supplemented from time to time, and, together with the Statement, the “Offer”), from each Holder of such Securities; 

WHEREAS, the Offer is conditioned upon, among other things, the proposed amendments and waivers (the “Proposed
Amendments”) to the Indenture with respect to the Securities set forth herein having been approved by at least a majority in aggregate principal amount of the outstanding Securities (and a supplemental indenture in respect thereof having
been executed and delivered) with the effectiveness of such Proposed Amendments with respect to the Securities being subject to the acceptance for payment by the Company of the Securities representing a majority in aggregate principal amount of the
outstanding Securities pursuant to the Offer (the “Acceptance”); 
 WHEREAS, the Company has received and
delivered to the Trustee the requisite consents to effect the Proposed Amendments under the Indenture with respect to the Securities; 
 WHEREAS, the Company and the Guarantors have been authorized by resolutions of their respective Board of Directors or Managers, as the case may be, to enter into this Supplemental Indenture; 

WHEREAS, the Company has delivered to the Trustee an Officers’ Certificate as well as an Opinion of Counsel to the effect that the
execution and delivery of this Supplemental Indenture by the Company is authorized or permitted under the Indenture and that all conditions precedent provided for in the Indenture to the execution and delivery of this Supplemental Indenture to be
complied with by the Company have been complied with; and 







 WHEREAS, the Company has instructed the Trustee to execute and deliver this Supplemental
Indenture pursuant to the terms of the Indenture and that Company Order dated the date hereof, and all other acts and proceedings required by law, by the Indenture and by the certificate of incorporation and the by-laws of the Company to make this
Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been duly done and performed; 
 NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the
equal and proportionate benefit of the Holders of the Securities, the Company, the Guarantors and the Trustee hereby agree as follows: 
 ARTICLE ONE 
 Section 1.01 Definitions; References. 

Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in
the Indenture. 
 Section 101 of the Indenture is amended with respect to the Securities by deleting all definitions of
terms, and references to definitions of terms, that are used exclusively in the text of the Indenture and in the text of the Securities that are being otherwise eliminated by this Supplemental Indenture. 

The Indenture is further amended by deleting all references to sections and subsections of the Indenture deleted pursuant to Article Two
hereof. 
 ARTICLE TWO 

Section 2.01 Amendment of Section 1009. 
 The Indenture is amended such that Section 1009 is deleted in its entirety. 

Section 2.02 Amendment of Section 1010. 
 The Indenture is amended such that Section 1010 is deleted in its entirety. 

Section 2.03 Amendment to the Securities. 
 To the extent the Securities include certain of the foregoing provisions from the Indenture to be deleted or amended pursuant to Sections 2.01 and 2.02 hereof, on and after the Acceptance, such provisions
from the Securities, and such cross references and definitions as may relate thereto, shall be deemed deleted or amended as applicable. 
 ARTICLE THREE 
 Section 3.01 Effectiveness of Amendments 

This Supplemental Indenture shall be effective upon its execution and delivery by the parties hereto. The amendments set forth in Article
One and Article Two hereof will only become operative concurrently with the acceptance for payment of Securities validly tendered and not withdrawn at or prior to the Consent Payment Deadline (as defined in the Statement) pursuant to the Offer
therefor. 







 Section 3.02 Continuing Effect of Indenture. 

Except as expressly provided herein, all of the terms, provisions and conditions of the Indenture and the Securities outstanding
thereunder shall remain in full force and effect. On and after the Acceptance, each reference in the Indenture to “the Indenture,” “this Indenture,” “hereunder,” “hereof” or “herein” shall mean and
be a reference to the Indenture as supplemented by this Supplemental Indenture unless the context otherwise requires. 
 Section 3.03
Construction of Supplemental Indenture. 
 The Supplemental Indenture is executed and shall constitute an indenture
supplemental to the Indenture and shall be construed in connection with and as part of the Indenture. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. 

Section 3.04 Trustee Disclaimer. 
 The recitals contained in this Supplemental Indenture shall be taken as the statements of the Company and the Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this
reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Supplemental Indenture. 

Section 3.05 Counterparts. 
 This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument. 
 Section 3.06 Supplemental Indenture Forms Part of Indenture. 

The Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the
Indenture, this Supplemental Indenture forms a part of the Indenture for all purposes. The Indenture, as amended and supplemented by this Supplemental Indenture, is in all respects ratified and confirmed. 

Section 3.07 Headings. 
 The section headings herein are for convenience only and shall not affect the construction thereof. 
 Section 3.08 Severability. 
 In case any provision in this
Supplemental Indenture or the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written. 
  

			
	SEALED AIR CORPORATION
		
	By:	 	/s/ H. Katherine White
		 	Name: H. Katherine White
		 	Title: Vice President, General
		 	Counsel & Secretary



  
 [Signature
Page to Supplemental Indenture] 








 
			
	CPI Packaging, Inc.
		
	By:	 	/s/ H. Katherine White
		 	Name: H. Katherine White
		 	Title: Vice President & Secretary
	
	Cryovac, Inc.
		
	By:	 	/s/ H. Katherine White
		 	Name: H. Katherine White
		 	Title: Vice President, General
		 	Counsel & Secretary
	
	Cryovac International Holdings, Inc.
		
	By:	 	/s/ H. Katherine White
		 	Name: H. Katherine White
		 	Title: Vice President & Secretary
	
	Cryovac Leasing Corporation
		
	By:	 	/s/ H. Katherine White
		 	Name: H. Katherine White
		 	Title: Vice President & Secretary
	
	Poly Packaging Systems, Inc.
		
	By:	 	/s/ H. Katherine White
		 	Name: H. Katherine White
		 	Title: Vice President & Secretary
	
	Reflectix, Inc.
		
	By:	 	/s/ H. Katherine White
		 	Name: H. Katherine White
		 	Title: Vice President & Secretary



  
 [Signature
Page to Supplemental Indenture] 








 
			
	Sealed Air Corporation (US)
		
	By:	 	/s/ H. Katherine White
		 	Name: H. Katherine White
		 	Title: Vice President, General
		 	Counsel & Secretary
	
	Sealed Air Nevada Holdings Limited
		
	By:	 	/s/ H. Katherine White
		 	Name: H. Katherine White
		 	Title: Vice President & Secretary
	
	Sealed Air Solutions Holdings, Inc.
		
	By:	 	/s/ H. Katherine White
		 	Name: H. Katherine White
		 	Title: Vice President, General
		 	Counsel & Secretary
	
	Shanklin Corporation
		
	By:	 	/s/ H. Katherine White
		 	Name: H. Katherine White
		 	Title: Vice President & Secretary
	
	Sealed Air LLC
		
	By:	 	/s/ H. Katherine White
		 	Name: H. Katherine White
		 	Title: Vice President & Secretary
	
	Auto-C, LLC
		
	By:	 	/s/ David C. Quast
		 	Name: David C. Quast
		 	Title: Secretary
	
	Diversey, Inc.
		
	By:	 	/s/ H. Katherine White
		 	Name: H. Katherine White
		 	Title: Vice President & General Counsel



  
 [Signature
Page to Supplemental Indenture] 








 
			
	Diversey Puerto Rico, Inc.
		
	By:	 	/s/ David C. Quast
		 	Name: David C. Quast
		 	Title: Secretary
	
	JD Polymer, LLC
		
	By:	 	/s/ David C. Quast
		 	Name: David C. Quast
		 	Title: Vice President & Secretary
	
	JDI CEE Holdings, Inc.
		
	By:	 	/s/ David C. Quast
		 	Name: David C. Quast
		 	Title: Vice President & Secretary
	
	JDI Holdings, Inc.
		
	By:	 	/s/ David C. Quast
		 	Name: David C. Quast
		 	Title: Vice President & Secretary
	
	JWP Investments, Inc.
		
	By:	 	/s/ David C. Quast
		 	Name: David C. Quast
		 	Title: Vice President & Secretary
	
	Professional Shareholdings, Inc.
		
	By:	 	/s/ David C. Quast
		 	Name: David C. Quast
		 	Title: Vice President & Secretary
	
	The Butcher Company
		
	By:	 	/s/ David C. Quast
		 	Name: David C. Quast
		 	Title: Vice President & Secretary



  
 [Signature
Page to Supplemental Indenture] 








 
			
	Diversey Shareholdings, Inc.
		
	By:	 	/s/ David C. Quast
		 	Name: David C. Quast
		 	Title: Secretary



  
 [Signature
Page to Supplemental Indenture] 








 
			
	U.S. BANK NATIONAL ASSOCIATION,
	 as Trustee

		
	By:	 	/s/ Jack Ellerin
		 	Name: Jack Ellerin
		 	Title: Vice President



  
 [Signature
Page to Supplemental Indenture]