FIRST AMENDMENT Dated as of September 30, 2010 to SALE AGREEMENT Dated as of December 8, 2008
Exhibit
10(gg)
EXECUTION COPY
This FIRST AMENDMENT (this “Amendment”), dated as of September 30, 2010, is entered
into among XXXXX PACKAGING LLC, a Delaware limited liability company (“GP”), each other
entity from time to time party to the Sale Agreement (defined below) as an Originator (each, an
“Originator” and collectively, the “Originators”) and GREIF RECEIVABLES FUNDING
LLC, a Delaware limited liability company (the “SPV”).
RECITALS
WHEREAS, the parties hereto have entered into that certain Sale Agreement dated as of December
8, 2008 (the “Sale Agreement”);
WHEREAS, the parties hereto desire to amend the Sale Agreement as provided herein;
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein
and the Sale Agreement, the parties hereto agree as follows:
SECTION 1. Definitions. All capitalized terms not otherwise defined herein are used
as defined in the Sale Agreement.
SECTION 2. Amendment to Sale Agreement. The Sale Agreement is hereby amended as
follows:
2.1. The definition of “Retained Receivable” in Section 1.1 of the Sale Agreement is
hereby amended and restated in its entirety as follows:
““Retained Receivable” shall mean: (i) any receivable owed by an obligor which
is an Affiliate of any Originator, or (ii) a receivable owed by any of the obligors listed
on Schedule IV hereto.”
2.2. Schedule II of the Sale Agreement is hereby amended to delete the following two
Blocked Accounts and their corresponding lockboxes:
“JPM Xxxxxx, Acct # 323414842, LBX # 88911, ABA # 000000000” and
“JPM Xxxxxx, Acct # 323414850, LBX # 88908, ABA # 000000000.”
SECTION 3. Conditions Precedent. Section 2 hereof shall become effective on
the date first written above upon receipt by the Agent of a counterpart (or counterparts) of this
Amendment, duly executed by each of the parties hereto, or other evidence satisfactory to the
Agent of the execution and delivery of this Amendment by such parties.
SECTION 4. Miscellaneous.
4.1. Representations and Warranties. GP hereby represents and warrants that this
Amendment constitutes a legal, valid and binding obligation of GP, enforceable against it in
accordance with its terms.
4.2. References to Sale Agreement. Upon the effectiveness of this Amendment, each
reference in the Sale Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of
like import shall mean and be a reference to the Sale Agreement as amended hereby, and each
reference to the Sale Agreement in any other document, instrument or agreement executed and/or
delivered in connection with the Sale Agreement shall mean and be a reference to the Sale Agreement
as amended hereby.
4.3. Effect on Sale Agreement. Except as specifically amended above, the Sale
Agreement and all other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
4.4. Governing Law. This Amendment, including the rights and duties of the parties
hereto, shall be governed by, and construed in accordance with, the internal laws of the State of
New York.
4.5. Successors and Assigns. This Amendment shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.
4.6. Headings. The Section headings in this Amendment are inserted for convenience of
reference only and shall not affect the meaning or interpretation of this Amendment or any
provision hereof.
4.7. Counterparts. This Amendment may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.
[SIGNATURES FOLLOW]
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written.
| XXXXX PACKAGING LLC, as an Originator |
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| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
| GREIF RECEIVABLES FUNDING LLC, as the SPV |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
| Acknowledged and Consented to: XXXXX, INC., |
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| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
Signature Page to the First Amendment
| Acknowledged and Agreed to: BANK OF AMERICA, N.A., as Agent |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Nine Austin | |||
| Title: | Vice President | |||
Signature Page to the First Amendment
