0000950123-09-044154 Sample Contracts

FIRST AMENDMENT Dated as of September 11, 2009 to TRANSFER AND ADMINISTRATION AGREEMENT Dated as of December 8, 2008
Transfer and Administration Agreement • September 18th, 2009 • Greif Inc • Paperboard containers & boxes • New York

This FIRST AMENDMENT (this “Amendment”), dated as of September 11, 2009, is entered into among GREIF PACKAGING LLC, a Delaware limited liability company (“Greif”), GREIF RECEIVABLES FUNDING LLC, a Delaware limited liability company (the “SPV”), the Investors, Managing Agents and Administrators party hereto, and BANK OF AMERICA, N.A., as Agent (the “Agent”).

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FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • September 18th, 2009 • Greif Inc • Paperboard containers & boxes • New York

THIS FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of July 21, 2009 (this “Amendment”), to the Existing Credit Agreement (such capitalized terms and other capitalized terms used in this preamble and the recitals below shall have the meanings set forth in, or are defined by reference in, Article I below) is among GREIF, INC., a Delaware corporation (the “Company”), GREIF INTERNATIONAL HOLDING B.V., a private limited liability company (besloten vennootschap met beperlite aansprakelijkheid) incorporated and existing under the laws of The Netherlands with statutory seat in Amstelveen, The Netherlands (together with the Company, the “Borrowers” and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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