Exhibit 10(r)











EXHIBIT 10(R)



EXECUTION VERSION




Dated as of 31 October 2003




among




GREIF RECEIVABLES FUNDING LLC

as Seller




GREIF, INC.

as GI Originator and as Servicer




GREIF CONTAINERS INC.

as GCI Originator




GREAT LAKES CORRUGATED CORP.

as GLCC Originator




SCALDIS CAPITAL LLC

as Purchaser




and




FORTIS BANK S.A./N.V.

as Administrative Agent




 


RECEIVABLES PURCHASE AGREEMENT




 



Cadwalader, Wickersham & Taft LLP

265 Strand

London WC2R 1BH




Tel:
+44 (0) 20 7170 8700

Fax: +44 (0) 20 7170 860



[***] = PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT  HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.


 


 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I

DEFINITIONS

	 
	 	 	 	 
	Section 1.01 Certain Defined Terms
	 	 	1	 
	Section 1.02 Other Terms
	 	 	21	 
	 
	 	 	 	 
	ARTICLE II

AMOUNTS AND TERMS OF THE PURCHASES

	 
	 	 	 	 
	Section 2.01 Purchase Facility
	 	 	22	 
	Section 2.02 Making Purchases
	 	 	22	 
	Section 2.03 Receivable Interest Computation
	 	 	22	 
	Section 2.04 Settlement Procedures
	 	 	23	 
	Section 2.05 Fees
	 	 	25	 
	Section 2.06 Payments and Computations Etc.
	 	 	25	 
	Section 2.07 Dividing or Combining Receivable Interests
	 	 	26	 
	Section 2.08 Increased Costs
	 	 	26	 
	Section 2.09 Reduced Return
	 	 	26	 
	Section 2.10 Taxes
	 	 	27	 
	Section 2.11 Security Interest
	 	 	29	 
	Section 2.12 Security Agreements
	 	 	30	 
	 
	 	 	 	 
	ARTICLE III

CONDITIONS OF PURCHASES

	 
	 	 	 	 
	Section 3.01 Conditions Precedent to Initial Purchase	 	 	30	 
	Section 3.02 Conditions Precedent to All Purchases
	 	 	31	 
	 
	 	 	 	 
	ARTICLE IV

REPRESENTATIONS AND WARRANTIES

	 
	 	 	 	 
	Section 4.01 Representations and Warranties of the Seller
	 	 	32	 
	Section 4.02 Representations and Warranties of the Servicer
	 	 	35	 
	 
	 	 	 	 
	ARTICLE V

COVENANTS

	 
	 	 	 	 
	Section 5.01 Covenants of the Seller
	 	 	36	 
	Section 5.02 Covenant of the Seller and each Originator
	 	 	43	 
	Section 5.03 Covenants of Servicer, Seller and each Originator; Account Control
	 	 	44	 






 


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	 	 	Page	 
	 
	 	 	 	 
	Section 5.04 Covenants of the Servicer
	 	 	44	 
	 
	 	 	 	 
	ARTICLE VI

ADMINISTRATION AND COLLECTION OF POOL RECEIVABLES

	 
	 	 	 	 
	Section 6.01 Designation of Servicer
	 	 	46	 
	Section 6.02 Duties of Servicer
	 	 	46	 
	Section 6.03 Certain Rights of the Administrative Agent
	 	 	48	 
	Section 6.04 Rights and Remedies
	 	 	49	 
	Section 6.05 Further Actions Evidencing Purchases
	 	 	49	 
	Section 6.06 Covenants of the Servicer and each Originator
	 	 	49	 
	Section 6.07 Indemnities by the Servicer
	 	 	50	 
	 
	 	 	 	 
	ARTICLE VII

EVENTS OF TERMINATION

	 
	 	 	 	 
	Section 7.01 Events of Termination
	 	 	52	 
	 
	 	 	 	 
	ARTICLE VIII

THE AGENT

	 
	 	 	 	 
	Section 8.01 Authorization and Action
	 	 	55	 
	Section 8.02 Administrative Agent’s Reliance, Etc.
	 	 	55	 
	 
	 	 	 	 
	ARTICLE IX

INDEMNIFICATION

	 
	 	 	 	 
	Section 9.01 Indemnities by the Seller
	 	 	55	 
	 
	 	 	 	 
	ARTICLE X

MISCELLANEOUS

	 
	 	 	 	 
	Section 10.01 Amendments, Etc.
	 	 	57	 
	Section 10.02 Notices, Etc.
	 	 	57	 
	Section 10.03 Assignability; Additional Originator
	 	 	57	 
	Section 10.04 Participations
	 	 	59	 
	Section 10.05 Costs, Expenses and Taxes
	 	 	59	 
	Section 10.06 No Proceedings
	 	 	60	 
	Section 10.07 Limited Recourse
	 	 	60	 
	Section 10.08 Maximum Interest
	 	 	60	 
	Section 10.09 Confidentiality
	 	 	61	 
	Section 10.10 Disclosure of Tax Treatment
	 	 	61	 
	Section 10.11 GOVERNING LAW
	 	 	62	 
	Section 10.12 Execution in Counterparts
	 	 	62	 
	Section 10.13 Survival of Termination
	 	 	62	 
	Section 10.14 Consent to Jurisdiction
	 	 	62	 






 


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	 	 	Page	 
	 
	 	 	 	 
	Section 10.15 WAIVER OF JURY TRIAL
	 	 	62	 
	 
	 	 	 	 
	OPINIONS

	 
	 	 	 	 
	SCHEDULE I

	 
	 	 	 	 
	Lock-Box Banks and Lock-Box Account Numbers
	 	SI-1	 
	 
	 	 	 	 
	SCHEDULE II

 
	Existing UCC Financing Statements in favor of the
Purchaser/Administrative Agent
	 	SII-1	 
	 
	 	 	 	 
	SCHEDULE III

	 
	 	 	 	 
	Other Existing UCC Financing Statements
	 	SIII-1	 
	 
	 	 	 	 
	ANNEX A

	 
	 	 	 	 
	Form of Daily and Monthly Reports
	 	 	A-1	 
	 
	 	 	 	 
	ANNEX B

	 
	 	 	 	 
	Form of Lock-Box Agreements
	 	 	B-1	 
	 
	 	 	 	 
	ANNEX C

	 
	 	 	 	 
	Forms of Concentration Account Control Agreement
	 	 	C-1	 
	 
	 	 	 	 
	ANNEX D

	 
	 	 	 	 
	Form of Securities Account Control Agreement
	 	 	D-1	 
	 
	 	 	 	 
	ANNEX E

	 
	 	 	 	 
	Form of Security Agreements
	 	 	E-1	 
	 
	 	 	 	 
	ANNEX F

	 
	 	 	 	 
	Form of Legal Opinions
	 	 	F-1	 






 


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	 	 	Page	 
	 
	 	 	 	 
	ANNEX G

	 
	 	 	 	 
	Form of Funds Transfer Letter
	 	 	G-1	 
	 
	 	 	 	 
	ANNEX H

	 
	 	 	 	 
	Form of Additional Originator Accession Agreement
	 	 	H-1	 





 


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RECEIVABLES PURCHASE AGREEMENT




RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of 31 October 2003 by and among
GREIF RECEIVABLES FUNDING LLC, a Delaware limited liability company,
as seller (the “Seller”),
Greif, Inc., a Delaware corporation (“Greif, Inc.”), as an originator (the “GI Originator”) and as
servicer (the “Servicer”), GREIF CONTAINERS INC., a Delaware corporation, as an originator (the
“GCI Originator”), GREAT LAKES CORRUGATED CORP., an Ohio corporation, as an originator (the
“GLCC Originator”), SCALDIS CAPITAL LLC, a Delaware limited liability company, as purchaser
(the “Purchaser”), and FORTIS BANK S.A./N.V., as administrative agent (the “Administrative Agent”).



PRELIMINARY STATEMENT




(A) The Seller has purchased, and may continue to purchase Receivables from the Originators
pursuant to the Sale and Contribution Agreement between the Originators and the Seller dated 31
October 2003.



(B) The Seller is prepared to sell an undivided interest in the Pool Receivables (the
“Receivable Interests”).



(C) The Purchaser has agreed to purchase Receivable Interests from time to time on the terms
and subject to the conditions set forth herein.



NOW, THEREFORE, the Seller, the GI Originator, the GCI Originator, the GLCC Originator, the
Servicer, the Purchaser and the Administrative Agent agree as follows:



ARTICLE I

DEFINITIONS




Section 1.01 Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):




“Account Control Agreements” means, collectively, the Concentration Account
Control Agreement, the Lock-Box Agreements and the Securities Account Control Agreement
and “Account Control Agreement” means any one of them.




“Account Control Termination Notice” means any notice issued given or made by
a Depositary under or pursuant to any Account Control Agreement by which the Depositary
seeks to terminate or cancel such Account Control Agreement other than as a consequence of
a default by any party to such Account Control Agreement.




“Accession Agreement” has the meaning specified in Section 10.03.




“Additional Originator” means a Person which becomes an Additional Originator
pursuant to and in accordance with Section 10.03(d).


 


 









 





“Adjusted Eurodollar Rate” means, for any Interest Period, an interest rate per annum
equal to the rate per annum obtained by dividing (i) the Eurodollar Rate for such Interest Period
by (ii) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such Interest
Period.




“Administrative Agent” has the meaning specified in the preamble.



“Adverse
Claim” means any security interest, mortgage, deed of trust, deed to secure debt,
deed of hypothec, debenture, pledge, claim, hypothecation, assignment for security, charge or
deposit arrangement, priority or preferential arrangement in the nature of security or lien
(statutory or other), or other encumbrance of any kind in respect of any property (including those
created by, arising under or evidenced by any conditional sale or other title retention
agreement), the interest of a lessor under a Capital Lease, any financing lease having
substantially the same economic effect as any of the foregoing and any Environmental Lien (as
defined in the Senior Credit Agreement).




“Affected
Person” has the meaning specified in Section 2.08.



“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in
control of, is controlled by or is under common control with such Person or is a director or
officer of such Person. For the purposes of this definition “control” (including with correlative
meaning the terms “controlling”, “controlled by” and “under common control with”), as used with
respect to any Persons, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether through the ownership of
voting securities, by agreement or otherwise.




“Affiliated Obligor” means any Obligor that is an Affiliate of another Obligor.



“Alternate Base Rate” means a fluctuating interest rate per annum as shall be in
effect from time to time, which rate shall be at all times equal to the highest of:




(i) the rate of interest announced publicly by the Administrative Agent in New
York, New York, from time to time as its base rate; or




(ii) the Federal Funds Rate.



“Business
Day” means any day, other than any Saturday or Sunday, on which (i) banks are not
authorized or required to close in New York City, the State of Ohio and Brussels, Belgium, (ii) the
Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for
settlement of payments in euro and (iii) if this definition of “Business Day” is utilized in
connection with the Eurodollar Rate, dealings are carried out in the London interbank market.



“Capital” of any Receivable Interest means the original amount paid to the Seller for such
Receivable Interest at the time of its purchase by the Purchaser pursuant to this Agreement, or
such amount divided or combined in accordance with Section 2.07, in each case reduced from time to
time (i) by Collections distributed on


 


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account of such Capital pursuant to Section 2.04 or (ii) as otherwise provided in this Agreement;
provided that if such Capital shall have been reduced by any distribution, or any other
payment under this Agreement, and thereafter all or a portion of such distribution or payment is
rescinded or must otherwise be returned for any reason, such Capital shall be increased by the
amount of such rescinded or returned distribution or payment, as though it had not been made.



“Capital Lease”, as applied to any Person, shall mean any lease of any property (whether
real, personal or mixed) by that Person as lessee which, in conformity with GAAP, is accounted for
as a capital lease on the balance sheet of that Person.



“Change of Control” means (a) any failure by Greif, Inc. to beneficially own and
control, directly or indirectly, more than 50% of the total voting power and economic interests
represented by the issued and outstanding Equity Interests of any Seller or any Originator (other
than the GI Originator), or (b) any Change of Control as defined in the Senior Credit Agreement.




“Change in Law” has the meaning specified in the Senior Credit Agreement.




“Code” means the United States Internal Revenue Code of 1986, as amended.



“Collections” means, with respect to any Receivable, all cash collections and other cash
proceeds of such Receivable, including, without limitation, all cash proceeds of Related Security
with respect to such Receivable, and any Collection of such Receivable deemed to have been
received pursuant to Section 2.04.



“Concentration Account” means the Concentration Account opened in the name of Greif,
Inc., with JPMorgan Chase Bank, as Concentration Account Bank, account no. 323-106188, or such
other Concentration Account opened by Greif, Inc. with a Concentration Account Bank that has the
Required Rating and which has been approved for this purpose by the Administrative Agent (such
consent not to be unreasonably withheld or delayed). The foregoing notwithstanding, the
Administrative Agent shall have no obligation to give such consent unless such other Concentration
Account is pledged to the Administrative Agent on substantially the same terms as the Concentration
Account Control Agreement and the Administrative Agent shall have received such other evidence as
it may reasonably require that the security provided thereby is not less favourable in any material
respect to the Persons secured thereby then the security provided by the Concentration Account and
the existing Concentration Account Control Agreement in respect thereof (including an opinion of
Baker & Hostetler LLP, or other counsel reasonably acceptable to the Administrative Agent, in form
and substance satisfactory to the Administrative Agent (acting reasonably) regarding perfection of
such security and other matters reasonably requested by the Administrative Agent).



“Concentration Account Bank” means the bank with which the Concentration Account is
held.


 


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“Concentration Account Control Agreement” means an agreement substantially in the
form of Annex C.




“Concentration Limit” means at any time



(a) for any Obligor rated A or higher by S&P and A2 or higher by Moody’s (or, if such Obligor
is only rated by one of S&P and Moody’s, A in the case of S&P or A2 in the case of Moody’s), 4.5%
(the “Primary Concentration Limit”), subject to a maximum number of 3 such Obligors (each a
“Primary Concentration Obligor”);



(b) for any Obligor that is not a Primary Concentration Obligor and is rated BBB+ or higher by
S&P and Baal or higher by Moody’s (or, if such Obligor is only rated by one of S&P and Moody’s,
BBB+ to A- in the case of S&P or Baal to A3 in the case of Moody’s), 3% (the “Secondary
Concentration Limit”), subject to a maximum number of 2 such Obligors (each a “Secondary
Concentration Obligor”);



(c) for any Obligor that is not a Primary Concentration Obligor or a Secondary Concentration
Obligor and that is rated BBB- or higher by S&P and Baa3 or higher by Moody’s (or, if such Obligor
is only rated by one of S&P and Moody’s, BBB- to BBB in the case of S&P or Baa3 to Baa2 in the case
of Moody’s), 2.5% (the “Tertiary Concentration Limit”), subject to a maximum number of 3
such Obligors; and



(d) for any other Obligor, 2% (the “Sub-Investment Grade Concentration
Limit”),



or in each case such other percentage as may be agreed by the Administrative Agent and the
Seller; provided that the Concentration Limit in the case of Eligible Receivables due from
International Paper Co. shall be 2% above each of the Primary Concentration Limit, the Secondary
Concentration Limit, the Tertiary Concentration Limit, or the Sub-Investment Grade Concentration
Limit, as the case may be, depending on the then current rating of International Paper Co. by S&P
and Moody’s, subject to such Obligor being counted as one of the maximum number of Obligors under
paragraphs (b) or (c) of this definition where its then current rating by S&P and Moody’s falls
within the rating parameters set out in those paragraphs and
provided, further, that in the
case of an Obligor with any Affiliated Obligor, the Concentration Limit shall be calculated as if
such Obligor and such Affiliated Obligor are one Obligor.




“Contingent Obligation” has the meaning specified in the Senior Credit Agreement.



“Contract” means an agreement between an Originator and an Obligor, complying with the Credit
and Collection Policy, pursuant to or under which such Obligor shall be obligated to pay for goods
or services from time to time.



“Credit and Collection Policy” means the receivables credit and collection policies
and practices of the Originators in effect on the date of this Agreement and described in Exhibit
A to the Sale and Contribution Agreement, as modified in compliance with this Agreement.


 


-4-









 





“Daily Report” means a report in substantially the form of Exhibit A hereto and containing
such information as the Administrative Agent may reasonably request from time to time, furnished
by the Servicer to the Administrative Agent pursuant to Section 6.02(g).



“Debt” means (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds,
debentures, notes or other similar instruments, (iii) obligations to pay the deferred purchase
price of property or services, (iv) obligations under Capital Leases, and (v) obligations under
direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase
or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness
or obligations of others of the kinds referred to in clauses (i) through (iv) above.



“Default Horizon” for the purpose of determining the Default Ratio in relation to the
Defaulted Receivables in the Monthly Period concerned, means the aggregate of 90 days and the
weighted average Payment Period of the Defaulted Receivables calculated at the end of such Monthly
Period.



“Default Ratio” as at the last day of any Monthly Period (the “Reference Monthly Period”), is
equal to the ratio, expressed as a percentage, of:



(a) the aggregate Outstanding Balance of any Defaulted Receivables, as determined in the
Monthly Report relating to the Reference Monthly Period, that:




(i) remain unpaid from the relevant Defaulted Receivable’s original due date for
payment by 90 days or more but not more than 120 days as at the last day of the Reference
Monthly Period; or




(ii) became Written-Off Receivables during the Reference Monthly Period; to



(b) the aggregate Outstanding Balance of all Originator Receivables which are created during
the Monthly Period, preceding the Reference Monthly Period, during which the date falls that is
determined by subtracting the Default Horizon from the fifth day of the Reference Monthly Period
during which the Originator Receivables referred to in paragraph (a) of this definition become
Defaulted Receivables.



“Default Ratio Current Month” means, as of the last day of any Monthly Period, (a) the
average of the Outstanding Balance of any Defaulted Receivables, as determined in the Monthly
Report relating to such Monthly Period and each of the two immediately preceding Monthly Periods,
divided by (b) the Outstanding Balance of all Originator Receivables (excluding Written-Off
Receivables) calculated in respect of the end of such Monthly Period, expressed as a percentage.



“Default Ratio Rolling Average” means, as of the last day of any Monthly Period, the
average of the Default Ratio Current Month for such Monthly Period and each of the preceding five
Monthly Periods.


 


-5-









 






“Defaulted Receivable” means an Originator Receivable:




(i) as to which, for the purpose of determining the Default Ratio, any payment, or
part thereof, remains unpaid for more than 90 days from the original due date for such
payment;




(ii) as to which the Obligor thereof or any other Person obligated thereon or
obligated in respect of any Related Security in respect thereof has taken any action, or
suffered any event to occur, of the type described in Section 7.01(g); or




(iii) as to which legal proceedings have been commenced against the Obligor thereof
or any other Person obligated thereon to recover such Receivable; or




(iv) which, in accordance with the Credit and Collection Policy of the Originator in
relation thereto or GAAP, has been or should have been written off or provided for in an
Originator’s or the Seller’s books as uncollectible.



“Delinquency Ratio Current Month” means, as of the last day of any Monthly Period,
(a) the average of the Outstanding Balance of any Delinquent Receivables or Defaulted Receivables,
as determined in the Monthly Report relating to such Monthly Period, and each of the two
immediately preceding Monthly Periods, divided by (b) the Outstanding Balance of all
Originator Receivables (excluding any Written-Off Receivables) calculated in respect of the end of
such Monthly Period, expressed as a percentage.



“Delinquency Ratio Rolling Average” means, as of the last day of any Monthly Period,
the average of the Delinquency Ratio Current Month for such Monthly Period and each of the
preceding five Monthly Periods.



“Depositary” means any Concentration Account Bank, any Lock-Box Bank and/or the Securities
Intermediary.



“Delinquent Receivable” means an Originator Receivable that is not a Defaulted
Receivable and:




(i) as to which, for the purpose of determining whether it is an Eligible Receivable,
any payment, or part thereof, remains unpaid for 31 or more days from the original due
date for such payment;




(ii) as to which, for the purpose of determining the Delinquency Ratio, any payment,
or part thereof, remains unpaid for 31-90 days from the original due date for such
payment; or




(iii) which, consistent with the relevant Credit and Collection Policy, would be
classified as delinquent by any of the Originators or the Seller.



“Diluted Receivable” means that portion (and only that portion) of any Originator
Receivable which is either (a) reduced or canceled as a result of (i) any


 


-6-









 





defective, rejected or returned goods or services or any failure by any Originator to deliver any
goods or provide any services or otherwise to perform under the underlying Contract or invoice,
(ii) any change in the terms of or cancellation of, a Contract or invoice or any cash discount,
discount for quick payment or other adjustment by any Originator which reduces the amount payable
by the Obligor on the related Originator Receivable (except any such change or cancellation
resulting from or relating to the financial inability to pay or insolvency of the Obligor of such
Originator Receivable) or (iii) any set-off by an Obligor in respect of any claim by such Obligor
as to amounts owed by it on the related Originator Receivable (whether such claim arises out of
the same or a related transaction or an unrelated transaction) or (b) subject to any specific
dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the
Obligor thereof); provided in each case that Diluted Receivables do not include
contractual adjustments to the amount payable by an Obligor that are eliminated from the
Originator Receivables balance sold to the Seller through a reduction in the purchase price for
the related Originator Receivable.



“Dilution Horizon Ratio” as at the last day of any Monthly Period, is equal to the
ratio, expressed as a percentage, of (a) the aggregate Outstanding Balance of all Originator
Receivables which are created during the Monthly Period and each of the two immediately preceding
Monthly Periods to (b) the aggregate Outstanding Balance of all Originator Receivables (less the
aggregate amount of any Defaulted Receivables) as at the end of that Monthly Period.



“Dilution
Ratio” means, in respect of each Monthly Period, the following ratio, expressed as
a percentage: the Dilutions which have occurred during each such Monthly Period, divided by the
Outstanding Balance of all Originator Receivables which have been created during the related
Monthly Period.



“Dilution Ratio Current Month” means, in respect of each Monthly Period, the average
over three successive Monthly Periods (being the period in respect of which the Dilution Ratio is
to be measured and the two immediately preceding periods) of the following ratio, expressed as a
percentage: the Dilutions which have occurred during each such Monthly Period, divided by the
Outstanding Balance of all Originator Receivables which have been created during the related
Monthly Period.



“Dilutions” means, with respect to a Monthly Period, the Originator Receivables that become
Diluted Receivables during such Monthly Period.



“Discount Protection Amount” means the higher of (x) 15% and (y) the amount derived
from the following formula:




[Greater
of [(A*B*C) and 10%]] + (D*E*C) + (F*G) + H +I



where



A = the highest three month moving average of the Default Ratio of the
preceding twelve months;




B = the Loss Horizon Ratio as of the last day of the preceding Monthly
Period for which a Monthly Report was delivered;


 


-7-









 






C = stress factor: 2.25;




D = the highest three month moving average of the Dilution Ratio of the
preceding twelve months;




E = the Dilution Horizon Ratio as of the last day of the preceding Monthly
Period for which a Monthly Report was delivered;




F = actual one month Eurodollar Rate + Program Fee;




G = 0.11 (factor representing the average annual maturity of
receivables);




H = 0.30% (servicing fee reserve);




I = 1.00% (back-up servicing fee reserve).



“Dollar”,
“U.S. Dollar”, “$” and
“US$”, mean the lawful currency of the United States of
America for the time being.




“Dollar Equivalent” has the meaning specified in the Senior Credit Agreement.




“E-Mail Servicer Report” has the meaning specified in Section 6.02(g).



“Eligible Assignee” means (a) Fortis; (b) any Affiliate of any of Fortis, the
Purchaser, Scaldis Capital Limited or any asset-backed commercial paper conduit administered by
Fortis which has short term unsecured debt ratings at least equal to
A-1+ by S&P, P-1 by Moody’s
and F1+ by Fitch, provided that the assignment by the
relevant Investor (the “Assignor”)
to any such Person (the “Assignee”) does not result in the Seller becoming liable for:




(i) any increased costs (expressed as a percentage) payable to the Assignee pursuant
to Section 2.08 exceeding the increased costs (expressed as a percentage) payable to the
Assignor pursuant to Section 2.08 immediately prior to such assignment,




(ii) any additional amounts (expressed as a percentage) payable to the Assignee
pursuant to Section 2.09 exceeding the additional amounts (expressed as a percentage)
payable to the Assignor pursuant Section 2.09 immediately prior to such assignment, or




(iii) any additional payment (expressed as a percentage) payable to the Assignee
pursuant to Section 2.10 exceeding the additional payment (expressed as a percentage)
payable to the Assignor pursuant to Section 2.10 immediately prior to such assignment,



except in any such case to the extent such increased costs, additional amounts or
additional payment results from any change after the date of such assignment in (or in the
interpretation, administration or application of) any law, treaty or regulation; (c) any financial
or other institution which has short term unsecured debt ratings at least equal to A-1+ by S&P and
P-l by Moody’s and which is acceptable to the




 


-8-









 







Administrative Agent and reasonably acceptable to Greif, Inc. as evidenced by Greif, Inc.’s
written consent to the designation of such financial or other institution as an Eligible Assignee
(such consent not to be unreasonably delayed or withheld).



“Eligible
Investor” means the Purchaser, any bank that is a signatory to the Liquidity
Facility Agreements and any other bank that has become a “Liquidity Bank” (as such term is
defined in the Liquidity Facility Agreements) in accordance with the terms and conditions of the
Liquidity Facility Agreements, and any Eligible Assignee.



“Eligible Receivable” has the meaning specified in the Sale and Contribution
Agreement.



“Equity
Interests” means, with respect to any Person, any and all shares, interests,
participations or other equivalents, including membership interests (however designated, whether
voting or non-voting or whether certificated or not certificated), of capital of such Person,
including, if such Person is a partnership, partnership interests (whether general or limited) and
any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, such partnership, whether outstanding on the
date hereof or issued thereafter.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the regulations promulgated and rulings issued thereunder.



“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of
the Board of Governors of the Federal Reserve System, as in effect from time to time.



“Eurodollar
Rate” means, for any Interest Period, an interest rate per annum equal to the
rate per annum (rounded upward, if necessary, to the nearest 1/16 of 1%) as determined on the
basis of the offered rates for deposits in U.S. Dollars, for a period of one, three or six months,
as the case may be, which appears at Telerate Page 3750 as of 11:00 A.M. (London time) two (2)
Business Days before the first day of such Interest Period; provided that if the rate
described above does not appear on Telerate Page 3750 on any applicable interest determination
date, the Eurodollar Rate shall be the rate (rounded upward as described above, if necessary) for
deposits in U.S. Dollars for a period of one, three or six months, as the case may be, on the
Reuters Screen LIBO Page, as of 11:00 A.M. (London time) two Business Days before the first day of
such Interest Period. If the Administrative Agent is unable to determine the Eurodollar Rate for
any Interest Period by reference to either the Telerate Page 3750 or the Reuters Screen LIBO Page,
then the Eurodollar Rate for that Interest Period will be the rate per annum of the offered rate
for deposits in U.S. Dollars for a period of one, three or six months, as the case may be, which
is offered by four major banks in the London interbank market at approximately 11:00 a.m. (London
time) two (2) Business Days before the first day of such Interest Period.



“Eurodollar Rate Reserve Percentage” of any Investor for any Interest Period in
respect of which Yield is computed by reference to the Eurodollar Rate means the reserve percentage
applicable two Business Days before the first day of




 


-9-









 







such Interest Period under regulations issued from time to time by the Board of Governors of the
Federal Reserve System (or any successor) (or if more than one such percentage shall be
applicable, the daily average of such percentages for those days in such Interest Period during
which any such percentage shall be so applicable) for determining the maximum reserve requirement
(including, without limitation, any emergency, supplemental or other marginal reserve requirement)
for such Investor with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities (or with respect to any other category of liabilities that includes deposits by
reference to which the interest rate on Eurocurrency Liabilities is determined) having a term
equal to such Interest Period.




“Event of Termination” has the meaning specified in Section 7.01.




“Exchange
Act” means the United States Securities Exchange Act of 1934, as amended.



“Facility Termination Date” means (a) the Liquidity Termination Date, or (b) the date
determined pursuant to Section 7.01 of this Agreement, or (c) the occurrence of an Event of
Termination pursuant to Section 6.01(e) of the Sale and Contribution Agreement, or (d) the
occurrence of any other Event of Termination pursuant to Section 6.01 of the Sale and Contribution
Agreement and declaration thereof by the Administrative Agent to any Originator, or (e) the date
the Purchase Limit reduces to zero pursuant to Section 2.01(b) or (e) the fifth anniversary of the
date of this Agreement.



“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum
equal for each day during such period to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers,
as published for such day (or, if such day is not a Business Day, for the next preceding Business
Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day
which is a Business Day, the average of the quotations for such day on such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by
it.




“Fee
Agreement” has the meaning specified in
Section 2.05(b). 


“Fees” has the
meaning specified in Section 2.05(b). 


“Fiscal Quarter” means the fiscal
quarter of Greif, Inc.




“Fitch” means Fitch Ratings Limited or any successor to its rating agency business.




“Fortis” means Fortis Bank S.A./N.V.



“Funds Transfer Letter” means a letter in substantially the form of Annex G hereto
executed and delivered by the Seller to the Administrative Agent, as the same may be amended or
restated in accordance with the terms thereof.


 


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“GAAP” means United States generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and authority within the
U.S. accounting profession), which are applicable to the circumstances as of the date of
determination, subject to Section 1.02.



“GI Originator” means Greif, Inc., a Delaware corporation, in its capacity as one of
the sellers under the Sale and Contribution Agreement.



“GCI Originator” means Greif Containers Inc., a Delaware corporation, in its capacity
as one of the sellers under the Sale and Contribution Agreement.



“GLCC Originator” means Great Lakes Corrugated Corp., an Ohio corporation, in its
capacity as one of the sellers under the Sale and Contribution Agreement.



“Governmental Authority” means any nation or government, any state, province,
autonomous region, canton or other political subdivision thereof, any central bank (or similar
monetary or regulatory authority) thereof (or any central bank or similar monetary or regulatory
authority created under the Treaty of Rome (being the treaty establishing the European Economic
Community signed in Rome, Italy on 25 March 1957, as amended) or created by any group of nations,
governments or states), the National Association of Insurance Commissioners, any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to
government, and any corporation or other entity owned or controlled, through stock or capital
ownership or otherwise, by any of the foregoing.



“Greif Guaranty” means the Guaranty dated as of 31 October 2003 (as hereafter
amended, supplemented or restated) delivered by Greif, Inc. to the Persons named therein in
relation to the obligations of the Originators under the Transaction Documents.



“Impaired Eligible Receivable” means an Eligible Receivable which contains a
confidentiality provision that purports to restrict the ability of the Seller or its assignees to
exercise their rights under the related Contract or the Sale and Contribution Agreement,
including, without limitation, the Seller’s or its assignees’ right to review such Contract.



“Intercreditor Agreement” means the Intercreditor Agreement dated on or about the
date hereof (as hereafter amended, supplemented or restated) between Fortis Bank S.A./N.V., as
Receivables Agent, Citicorp North America, Inc. as Senior Credit Agent, the Purchaser, the GI
Originator and the Servicer.



“Interest
Period” means, with respect to any Receivable Interest, each successive period of
one month ending on a Settlement Date, provided, however, that:




(i) any Interest Period (other than of one day) which would otherwise end on a day
which is not a Business Day shall be extended to the next succeeding Business Day
(provided, however, if Yield in respect of such


 


-11-









 






Interest Period is computed by reference to the Eurodollar Rate, and such Interest Period
would otherwise end on a day which is not a Business Day, and there is no subsequent
Business Day in the same calendar month as such day, such Interest Period shall end on the
next preceding Business Day);




(ii) in the case of any Interest Period of one day, (A) if such Interest Period is
the initial Interest Period for a Receivable Interest, such Interest Period shall be the
day of the purchase of such Receivable Interest; and (B) any subsequently occurring
Interest Period which is one day shall, if the immediately preceding
Interest Period is more
than one day, be the last day of such immediately preceding Interest Period unless the
immediately preceding Interest Period is one day, in which case it shall be the next day;
and (C) if such Interest Period occurs on a day immediately preceding a day which is not a
Business Day, such Interest Period shall be extended to the next succeeding Business Day;
and




(iii) in the case of any Interest Period for any Receivable Interest which commences
before the Termination Date for such Receivable Interest and would otherwise end on a date
occurring after such Termination Date, such Interest Period shall end on such Termination
Date and the duration of each Interest Period which commences on or after the Termination
Date for such Receivable Interest shall be of such duration (including, without
limitation, one day) as shall be selected by the Administrative Agent or, in the absence
of any such selection, each period of thirty days from the last day of the immediately
preceding Interest Period.




“Investor” means the Purchaser and any Eligible Investor that owns a Receivable Interest.



“Investor
Rate” for any Interest Period for any Receivable Interest means, to the extent that
the Investor funds such Receivable Interest by issuances of commercial paper (whether directly or
indirectly), an interest rate per annum equal to the commercial paper rate for such Interest
Period as quoted by the Administrative Agent from time to time plus the Program Fee (which
rate shall be inclusive of any and all fees and commissions, expenses and other costs of placement
agents and dealers in respect of such commercial paper and of any issuing and paying agent or
other Person responsible for the administration of the programme for such commercial paper other
than the fees and commissions of the Administrative Agent expressly payable under the Transaction
Documents); provided, however, that the Administrative Agent shall use
commercially reasonable efforts to be in a position to quote a favourable commercial paper rate;
provided further that in case of:




(i) any Interest Period on or prior to the first day of which an Investor shall have
notified the Administrative Agent that the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for such Investor to fund such
Receivable Interest at the Investor Rate set forth above, or




(ii) any Interest Period for a Receivable Interest the Capital of which allocated to
the Investors is less than US$1,000,000,




 


-12-









 







the
“Investor Rate” for such Interest Period shall be an interest rate per annum equal to the
Alternate Base Rate in effect from time to time during such Interest Period plus the Program Fee;
provided, further, that the Administrative Agent and the Seller may agree in writing from
time to time upon a different “Investor Rate”.



“Liquidation Day” means, for any Receivable Interest, (i) each Settlement Day on
which the conditions set forth in Section 3.02 applicable to purchases are not satisfied, and (ii)
each day which occurs on or after the Termination Date for such Receivable Interest.



“Liquidation Fee” means, if there is a reduction of Capital made for any reason on any
day other than the last day of such Interest Period, the amount, if any, by which (A) the
additional Yield (calculated without taking into account any Liquidation Fee or any shortened
duration of such Interest Period pursuant to clause (iii) of the definition thereof) which would
have accrued from the date of such repayment to the last day of such Interest Period on the
reductions of Capital of the Receivable Interest relating to such Interest Period had such
reductions remained as Capital, exceeds (B) the amount which the Investors which hold such
Receivable Interest would be able to receive by investing the proceeds of such reductions of
Capital for a period starting on the Business Day following receipt and ending on the last day of
the then current Interest Period.




“Liquidity
Banks” has the meaning given to it in the Liquidity Facility Agreements.



“Liquidity Facility Agreements” means the Multicurrency Liquidity Loan Agreement and
the Transaction Specific Liquidity Loan Agreement.



“Liquidity Loan Final Date” means the day which falls 364 days after the date of the
Multicurrency Liquidity Loan Agreement (as may be extended from time to time in accordance with
the terms of the Multicurrency Liquidity Loan Agreement).



“Liquidity Termination Date” means the earlier of (i) the Liquidity Loan Final Date;
or (ii) Transaction Specific Liquidity Loan Final Date.



“LLC
Agreement” means the agreement in respect of the Seller made among the members of the
Seller dated on or about the date hereof.



“Lock-Box Account” means a post office box administered by a Lock-Box Bank or an
account maintained at a Lock-Box Bank, in each case for the purpose of receiving Collections.



“Lock-Box Agreement” means an agreement in substantially the form of Annex B or such
other form as the Administrative Agent may approve or reasonably require.




“Lock-Box
Bank” means any bank holding one or more Lock-Box Accounts.


 


-13-









 





“Loss Horizon Ratio” as at the last day of any Monthly Period, is equal to the ratio,
expressed as a percentage, of (a) the aggregate Outstanding Balance of all Originator Receivables
which are created during such Monthly Period and each of the two immediately preceding Monthly
Periods to (b) the aggregate Outstanding Balance of all Originator Receivables (less the aggregate
amount of any Defaulted Receivables) as at such last day.




“Monthly Period” means each calendar month.



“Monthly Report” means a report in substantially the form of Annex A hereto, together
with a monthly ageing report in a form compiled by Greif, Inc. and approved by the Administrative
Agent (acting reasonably), and containing such additional information as the Administrative Agent
may reasonably request from time to time, furnished by the Servicer to the Administrative Agent
pursuant to Section 6.02(g).




“Monthly Report Date” has the meaning specified in Section 6.02(g).



“Moody’s” means Moody’s Investors Service, Inc., or any successor to its ratings agency
business.



“Multicurrency Liquidity Loan Agreement” means the multicurrency liquidity loan
agreement dated on or about the date hereof between the Purchaser, Scaldis Capital Limited, Fortis
Bank N.V./S.A. and the Liquidity Banks and any amendment, extension, renewal or replacement
thereof.



“Net Receivables Pool Balance” means at any time the Outstanding Balance of Eligible
Receivables then in the Receivables Pool reduced by the sum of (i) the aggregate amount by which
the Outstanding Balance of Eligible Receivables of each Obligor then in the Receivables Pool
exceeds the product of (A) the Concentration Limit for such Obligor multiplied by (B) the
Outstanding Balance of the Eligible Receivables then in the Receivables Pool, (ii) the aggregate
amount of Collections on hand at such time for payment on account of any Eligible Receivables, the
Obligor of which has not been identified and (iii) without duplication of clause (i), the
Outstanding Balance of any Impaired Eligible Receivables identified as such by or to the Servicer.




“Obligor” means a Person obligated to make payments pursuant to a Contract.



“Originator Deemed Collection” has the meaning specified in Section 2.04(a) of the
Sale and Contribution Agreement.



“Originator Receivable” means the indebtedness of any Obligor resulting from the
provision or sale of goods or services by any Originator under a Contract, and includes the right
to payment of any interest or finance charges and other obligations of such Obligor with respect
thereto.



“Originators” means, collectively, the GI Originator, the GCI Originator, the GLCC Originator
and each Additional Originator.


 


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“Other Companies” means the Originators and all of their respective Subsidiaries.




“Other
Taxes” has the meaning specified in Section 2.10(b).



“Outstanding Balance” of any Receivable at any time means the then outstanding
principal balance thereof.



“Payment Period” means, in relation to a Defaulted Receivable, the period (expressed in
months) from the date the related invoice is issued to and including the date on which such
Receivable is expressed to be due.



“Permitted Investments” means any money market deposit accounts issued or offered by
a commercial banking institution that is a member of the U.S. Federal Reserve System and has at
least the Required Rating.



“Person” means an individual, partnership, corporation (including a business trust), limited
liability company, joint stock company, trust, unincorporated association, joint venture or other
entity, or a government or any political subdivision or agency thereof.




“Pool Receivable” means a Receivable in the Receivables Pool.



“Potential Event of Termination” means an event that but for notice or lapse of time
or both would constitute an Event of Termination.




“Program Fee” has the meaning specified in the Fee Agreement.



“Purchase Limit” means US$120,000,000, as such amount may be reduced pursuant to Section
2.01(b). References to the unused portion of the Purchase Limit shall mean, at any time, the
Purchase Limit, as then reduced pursuant to Section 2.01(b), minus the then outstanding Capital of
Receivable Interests under this Agreement.




“Purchaser” means Scaldis Capital LLC and any successor or assign of Scaldis Capital LLC.




“Rating Agency” means each of Moody’s, S&P and Fitch.



“Receivable” means any Originator Receivable which has been acquired by the Seller from any
Originator by purchase or by capital contribution pursuant to the Sale and Contribution Agreement.



“Receivable Interest” means, at any time, an undivided percentage ownership interest
in (i) all then outstanding Pool Receivables arising prior to the time of the most recent
computation or recomputation of such undivided percentage interest pursuant to Section 2.03, (ii)
all Related Security with respect to such Pool Receivables, and (iii) all Collections with respect
to, and other proceeds of, such Pool Receivables. Such undivided percentage interest shall be
computed as:






 


-15-









 





where:





	 	C	 	= the Capital of such Receivable Interest at
the time of computation.

	 
	 	DPA	 	= the Discount Protection Amount for such
Receivable Interest at the time of
computation.

	 
	 	NRPB	 	= the Net Receivables Pool Balance at the
time of computation.






Each Receivable Interest shall be determined from time to time pursuant to the provisions of
Section 2.03.




“Receivables Pool” means at any time the aggregation of each then outstanding
Receivable.




“Reference Senior Credit Agreement” means:




(a) the Amended and Restated Senior Secured Credit Agreement dated August 23, 2002,
among, inter alia, Greif, Inc., a Delaware corporation (together with its successors, the
“U.S. Borrower” under the Agreement); Greif Spain Holdings S.L., sociedad unipersonal,
private limited liability company (sociedad limitada), under the laws of Spain (“Foreign
Holdco”); Greif Bros. Canada Inc., a corporation continued and existing under the laws of
Canada (“Greif Canada”), Van Leer (UK) Ltd., a company organized under the laws of England
and Wales (“Greif UK”); Koninklijke Emballage Industrie Van Leer B.V. Royal Packaging
Industries Van Leer B.V., a private limited liability company (besloten vennootschap)
organized under the laws of The Netherlands with statutory seat in Amstelveen, The
Netherlands (“RPIVL”); and Van Leer Australia Pty Limited (ACN 008 415 478), a corporation
organized under the laws of the Australian Capital Territory (“Greif Australia”, and
together with Foreign Holdco, Greif Canada, Greif UK and RPIVL, collectively, the “Foreign
Borrowers” and each a “Foreign Borrower” under the Agreement) and the
several financial institutions listed on the signature pages thereto
as “Lenders” or from
time to time made party thereto, as the same may be amended or modified from time to time
provided that any such amendment or modification which amends or modifies any of the
defined terms or financial covenant or Events of Termination used or incorporated herein (or
any defined term incorporated directly or indirectly in such a defined term or financial
covenant or Event of Termination) shall not be effective for the purposes of this Agreement
unless, at the time of such amendment or modification: (i) Fortis, in its capacity as a
Lender under the Reference Senior Credit Agreement, has consented to such amendment or
modification; and (ii) the Rating Agencies have confirmed that such amendment or
modification will not result in the withdrawal or reduction of the ratings on the commercial
paper notes issued by or to fund an Investor; or




(b) if the agreement referred to in paragraph (a) is terminated or cancelled, any
secured or unsecured revolving credit or term loan agreement between or among Greif, Inc.,
as borrower, and any bank or banks or financial institutions, as lenders(s), for borrowed
monies to be used for general corporate purposes of Greif, Inc. and/or its Subsidiaries,
with an original term of not less than 3 years and an original aggregate


 


-16-









 





loan commitment of at least U.S.$300,000,000 or the equivalent thereof in any other currency and,
if there is more than one such revolving credit or term loan agreement, then such agreement which
involves the greatest original aggregate loan commitment(s) and, as between agreements having the
same aggregate original loan commitment(s), then the one which has the most recent date
(provided in any such case that (i) Fortis is a party as a lender to such loan agreement
and (ii) the Rating Agencies have confirmed that the status of such loan agreement as the
Reference Senior Credit Agreement hereunder will not result in the withdrawal or reduction of the
ratings on the commercial paper notes issued by or to fund an Investor), as the same may be
amended or modified from time to time provided that any such amendment or modification
which amends or modifies any of the defined terms used herein or financial covenant or Events of
Termination used or incorporated herein (or any defined term incorporated directly or indirectly
in such a defined term or financial covenant or Event of Termination) shall not be effective for
the purposes of this Agreement unless, at the time of such amendment or modification: (i) Fortis,
in its capacity as a lender under such Reference Senior Credit Agreement, has consented to such
amendment or modification; and (ii) the Rating Agencies have confirmed that such amendment or
modification will not result in the withdrawal or reduction of the ratings on the commercial paper
notes issued by or to fund an Investor; or



(c) if the agreement referred to in paragraph (a) above and all agreements, if any, which
apply under paragraph (b) have been terminated or cancelled, then so long as paragraph (b) does
not apply as the result of one or more new agreements being entered into, the agreement which is
the last such agreement under paragraph (a) or (b) to be so terminated or cancelled as in effect
(for purposes of this definition) pursuant to such paragraphs immediately prior to such
termination or cancellation.



“Reimbursable Amounts” means any amounts advanced or otherwise paid by the
Administrative Agent to a Lock-Box Bank under the terms of any Lock-Box Agreement.




“Related Security” means with respect to any Receivable:




(i) all of the Seller’s interest in any goods (including returned goods) relating to
any sale giving rise to such Receivable;




(ii) all security interests or liens and property subject thereto from time to time
purporting to secure payment of such Receivable, whether pursuant to the Contract related
to such Receivable or otherwise, together with all financing statements signed by an
Obligor describing any collateral securing such Receivable;




(iii) all guaranties, insurance and other agreements or arrangements of whatever
character from time to time supporting or securing payment of such Receivable whether
pursuant to the Contract related to such Receivable or otherwise; and




(iv) the Contract, the invoice or invoices and all other books, records and other
information (including, without limitation, computer programs, tapes, discs, punch cards,
data processing software and related


 


-17-









 






property and rights) relating to such Receivable and the related Obligor to the extent
assignable or licensable under such Contract and under applicable law.



“Relevant
Grade” means, in relation to Greif, Inc., that its long-term public senior
unsecured debt securities are rated B+ by S&P and B1 by Moody’s.



“Reporting
Day” means any day on which the Servicer is required to deliver a Servicer Report
to the Administrative Agent.



“Required
Rating”, in relation to an entity, means its short term senior, unsecured,
unsubordinated and unguaranteed debt obligations are rated A-1+
by S&P and P-1 by Moody’s or at
any other lower level which each of S&P and Moody’s confirms will not adversely affect its rating
of commercial paper notes issued by or to fund an Investor.



“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., or any successor to its ratings agency business.



“Sale and Contribution Agreement” means the Sale and Contribution Agreement dated as
of 27 October, 2003 among the GI Originator, as seller, the GCI Originator, as seller, the GLCC
Originator as seller and the Seller, as purchaser, as the same may be amended, modified or
restated from time to time.




“SEC”
means the Securities and Exchange Commission. 



“Secured Parties”
has the meaning given to it in Clause 2.11.



“Securities Account” means the account of the Seller, Account No. [***]
established by the Seller with the Securities Intermediary to which Securities Collateral shall be
credited and in which such Securities Collateral will be maintained in accordance with the terms
of the Securities Account Control Agreement and which is designated as follows: “Greif LLC
Investment Account”, or such other account opened by the Seller with a Securities Intermediary in
accordance with the terms and conditions of this Agreement.



“Securities Account Control Agreement” means the account control agreement relating
to the Securities Account made as of the date hereof among the Seller
(as pledgor), the
Administrative Agent and the Securities Intermediary.



“Security Agreements” mean the agreements substantially in the form attached as Annex
E (or such other form as the Administrative Agent may approve or reasonably require), and
“Security Agreement” means any one of them.



“Securities Intermediary” means JPMorgan Chase Bank acting in its capacity as
Securities Intermediary pursuant to the Securities Account Control Agreement.




“Seller” has the meaning specified in the preamble.




“Senior Credit Agreement” means:


 


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(a) the Amended and Restated Senior Secured Credit Agreement dated August 23, 2002, among,
inter alia, Greif, Inc., a Delaware corporation (together with its
successors, the “U.S. Borrower”
under the Agreement); Greif Spain Holdings S.L., sociedad unipersonal, private limited liability
company (sociedad limitada), under the laws of Spain
(“Foreign Holdco”); Greif Bros. Canada Inc., a
corporation continued and existing under the laws of Canada
(“Greif Canada”), Van Leer (UK) Ltd., a
company organized under the laws of England and Wales (“Greif
UK”); Koninklijke Emballage Industrie
Van Leer B.V. Royal Packaging Industries Van Leer B.V., a private limited liability company
(besloten vennootschap) organized under the laws of The Netherlands with statutory seat in
Amstelveen, The Netherlands (“RPIVL”); and Van Leer Australia Pty Limited (ACN 008 415 478), a
corporation organized under the laws of the Australian Capital Territory (“Greif
Australia”, and together with Foreign Holdco, Greif Canada, Greif UK and RPIVL, collectively,
the “Foreign Borrowers” and each a “Foreign Borrower” under the Agreement) and the
several financial institutions listed on the signature pages thereto
as “Lenders” or from time to
time made party thereto, as the same may be amended or modified from time to time; or



(b) if the agreement referred to in paragraph (a) is terminated or cancelled, any secured or
unsecured revolving credit or term loan agreement between or among Greif, Inc., as borrower, and
any bank or banks or financial institutions, as lenders(s), for borrowed monies to be used for
general corporate purposes of Greif, Inc. and/or its Subsidiaries, with an original term of not
less than 3 years and an original aggregate loan commitment of at least U.S.$300,000,000 or the
equivalent thereof in any other currency and, if there is more than one such revolving credit or
term loan agreement, then such agreement which involves the greatest original
aggregate loan commitment(s) and, as between agreements having the same aggregate original loan
commitment(s), then the one which has the most recent date (provided in any such case that
(i) Fortis is a party as a lender to such loan agreement and (ii) the Rating Agencies have
confirmed that the status of such loan agreement as the Senior Credit Agreement hereunder will not
result in the withdrawal or reduction of the ratings on the commercial paper notes issued by or to
fund an Investor), as the same may be amended or modified from time to time; or



(c) if the agreement referred to in paragraph (a) above and all agreements, if any, which
apply under paragraph (b) have been terminated or cancelled, then so long as paragraph (b) does not
apply as the result of one or more new agreements being entered into, the agreement which is the
last such agreement under paragraph (a) or (b) to be so terminated or cancelled as in effect (for
purposes of this definition) pursuant to such paragraphs immediately prior to such termination or
cancellation.



“Servicer” means, at any time, the Person then authorized pursuant to Section 6.01 to
administer and collect Pool Receivables.



“Servicer Default” means the occurrence of any of the following events: (i) an Event
of Termination under Section 7.01(a), 7.01(c), 7.01(d) or 7.01(g), in each case with respect to
the Servicer or (ii) an Event of Termination under
Section 7.01(m) or 7.01(r).




“Servicer
Fee” has the meaning specified in Section 2.05(a).


 


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“Servicer Report” means a Daily Report or a Monthly Report.



“Settlement
Date” means the last Business Day of each Monthly Period; provided that
the first Settlement Date shall be such date as Greif, Inc. and the Administrative Agent agree.




“Special Indemnified Amounts” has the meaning specified in Section 6.07.




“Special Indemnified Party” has the meaning specified in Section 6.07.




“Subsidiary” has the meaning specified in the Senior Credit Agreement.




“Taxes” has the meaning specified in Section 2.10(a).



“Tax Indemnification Agreement” means the Tax Indemnification Agreement dated as of
the date hereof between Greif Receivables Funding LLC, Greif, Inc., Greif Containers Inc. and
Great Lakes Corrugated Corp.



“Termination Date” for any Receivable Interest means the earlier of (a) the Business
Day which the Seller so designates by notice to the Administrative Agent at least one Business Day
in advance for such Receivable Interest and (b) the Facility Termination Date.



“Transaction Document” means any of this Agreement, the Sale and Contribution
Agreement, the Administration Agreement, the Greif Guaranty, the Lock-Box Agreements, the
Concentration Account Control Agreement, the Fee Agreement, the Tax Indemnification Agreement
between Greif, Inc. and the Seller, the Intercreditor Agreement, the Security Account Control
Agreement, the Security Agreements, the Liquidity Facility Agreements and all other agreements and
documents delivered and/or related hereto or thereto.



“Transaction Specific Liquidity Loan Agreement” means the liquidity loan agreement
dated on or about the date hereof between the Purchaser, Scaldis Capital Limited, Fortis Bank
N.V./S.A. and the Liquidity Banks and any amendment, extension or renewal or replacement thereof,
wherein the Liquidity Banks provide Liquidity Loans (as defined therein) if the Transferred
Receivables with respect to International Paper Co. are in excess of 3% but in no event in excess
of 5%.



“Transaction Specific Liquidity Loan Final Date” means the day which falls 364 days
after the date of the Transaction Specific Liquidity Loan Agreement (as may be extended from time
to time in accordance with the Transaction Specific Liquidity Loan Agreement);



“Transferred Receivable” shall have the meaning specified in the Sale and
Contribution Agreement.



“UCC” means the Uniform Commercial Code as from time to time in effect in the specified
jurisdiction.


 


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“Written-Off Receivables” means Defaulted Receivables described in paragraph
(iv) of the definition thereof.




“Yield” means:




(i) for each Receivable Interest for any Interest Period to the extent the
Investors will be funding such Receivable Interest through the issuance of
commercial paper or other promissory notes,









(ii) for each Receivable Interest for any Interest Period to the extent the
Investors will not be funding such Receivable Interest through the issuance of
commercial paper or other promissory notes,









where:




	 	ABR	 	= the Alternate Base Rate for such
Receivable Interest for such
Interest Period.

	 
	 	C	 	= the Capital of such Receivable Interest
during such Interest Period.

	 
	 	IR	 	= the Investor Rate for such Receivable
Interest for such Interest Period.

	 
	 	ED	 	= the actual number of days elapsed during
such Interest Period.

	 
	 	LF	 	= the Liquidation Fee, if any, for such
Receivable Interest for such
Interest Period.






provided that no provision of this Agreement shall require the payment or permit the
collection of Yield in excess of the maximum permitted by applicable law; and provided
further that Yield for any Receivable Interest shall not be considered paid by any
distribution to the extent that at any time all or a portion of such distribution is rescinded or
must otherwise be returned for any reason.



Section 1.02
Other Terms. (a) All terms used in Articles 8 and/or 9 of the UCC in the
State of New York, and not specifically defined herein, are used herein as defined in such
Articles 8 or 9, as applicable.



(b) Unless the context otherwise clearly requires, all financial computations required under
this Agreement shall be made in accordance with GAAP, consistently applied; provided,
however, that Clause 1.3 of the Senior Credit Agreement shall




 


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apply to any financial computation contemplated by this Agreement which is calculated in the same
manner as in the Senior Credit Agreement.



ARTICLE II 

AMOUNTS AND TERMS OF THE PURCHASES




Section 2.01
Purchase Facility. (a) On the terms and subject to the conditions
hereinafter set forth, the Purchaser shall purchase Receivable Interests from the Seller from time
to time during the period from the date hereof to the Facility Termination Date. Under no
circumstances shall the Purchaser make any such purchase if after giving effect to such purchase
the aggregate outstanding Capital of Receivable Interests would exceed the Purchase Limit.




(b) The Seller may at any time upon at least thirty (30) days’ notice to the
Administrative Agent, terminate the facility provided for in this Agreement in whole or,
from time to time, reduce in part the unused portion of the Purchase Limit;
provided that each partial reduction shall be in the amount equal to US$1,000,000
or an integral multiple thereof. Notwithstanding the foregoing, Capital may be repaid
from any available funds of the Seller including collections on Receivables or
contributions from the members of the Seller.



Section 2.02
Making Purchases. (a) Each purchase by the Purchaser shall be made on at
least 4 Business Days’ notice from the Seller to the Administrative Agent (except that the initial
purchase hereunder shall require not more than 1 Business Day’s prior notice). Each such notice of
a purchase shall specify (i) the amount requested to be paid to the Seller (such amount, which in
all instances shall be in a minimum amount of not less than US$1,000,000 and shall be determined in
accordance with, and subject to, the terms hereof and, without limitation, the computation of
“Receivable Interests” from time to time; such amount being referred to herein as the initial
“Capital” of the Receivable Interest then being purchased) and (ii) the date of such purchase
(which shall be a Settlement Date).




(b) On the date of each such purchase of a Receivable Interest, the Purchaser shall,
upon satisfaction of the applicable conditions set forth in Article III, make available to
the Seller in same day funds an amount equal to the initial Capital of such Receivable
Interest, at the account set forth in the Funds Transfer Letter.




(c) Effective on the date of each purchase pursuant to this Section 2.02, the Seller
hereby sells and assigns to the Administrative Agent, for the benefit of the parties
making such purchase, an undivided percentage ownership interest, to the extent of the
Receivable Interest then being purchased, in each Pool Receivable then existing and in the
Related Security and Collections with respect thereto.




(d) The parties hereto agree to treat the Receivable Interests as indebtedness of
Seller for all U.S. federal, state and local income and franchise tax purposes.



Section 2.03 Receivable Interest Computation. Each Receivable Interest shall be
initially computed on its date of purchase. Thereafter until the Termination Date for such
Receivable Interest, such Receivable Interest shall be automatically recomputed (or deemed to be
recomputed) on each day other than a Liquidation Day. Any Receivable Interest, as computed (or
deemed recomputed) as of the day immediately preceding the




 


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Termination Date for such Receivable Interest, shall thereafter remain constant; provided,
however, that from and after the date on which the Termination Date shall have occurred for
all Receivable Interests and until each Receivable Interest becomes zero in accordance with the
next sentence, each Receivable Interest shall be calculated as the percentage equivalent of a
fraction the numerator of which is the percentage representing such Receivable Interest immediately
prior to such date and the denominator of which is the sum of the percentages representing all
Receivable Interests which were outstanding immediately prior to such date. Each Receivable
Interest shall become zero when the Capital thereof and Yield thereon shall have been paid in full,
and all Fees and other amounts owed by the Seller hereunder to the Investors or the Administrative
Agent are paid and the Servicer shall have received the accrued Servicer Fee thereon.



Section 2.04
Settlement Procedures. (a) Collection of the Pool Receivables shall be
administered by the Servicer, in accordance with the terms of Article VI of this Agreement. The
Seller shall provide to the Servicer and the Administrative Agent on a timely basis all
information needed for such administration, including notice of the occurrence of any Liquidation
Day and current computations of each Receivable Interest.



(b) (1) Subject to Section 6.03, all Collections shall be deposited in a Lock-Box Account and
shall be held in the Lock-Box Accounts and transferred by direct wire or other similar transfer to
the Concentration Account one (1) Business Day after funds are credited to such Lock-Box Account.
Amounts standing to the credit of the Concentration Account shall be transferred by direct wire
transfer to the Security Account in accordance with the terms and conditions of the Concentration
Account Control Agreement.



(2) The Administrative Agent shall direct the Securities Intermediary to invest the amounts in
the Securities Account in Permitted Investments provided that the terms of such investment
require the original principal amount thereof to be available no later than 10.00 a.m. (New York
time) on the next Settlement Date for application hereunder.



(3) The Servicer shall deliver the Monthly Report in respect of the immediately preceding
Monthly Period to the Administrative Agent no later than four Business Days prior to each
Settlement Date (other than the initial Settlement Date).



(4) On each Settlement Date, the Administrative Agent shall instruct the Securities
Intermediary to distribute funds on deposit in the Securities Account as follows:




(i) if such distribution occurs on a day that is not a Liquidation Day, first to the
Investors that hold the relevant Receivable Interest, second to the Administrative Agent
in payment in full of all accrued Yield and Fees, third to the Servicer in payment in full
of all accrued and unpaid Servicer Fee, fourth to the payment of any amount required to be
paid on such date for the purchase of any Receivable Interest under Section 2.02 and fifth
(to the extent such funds are not being applied to the purchase of Receivable Interests
under Section 2.02) to the Investors who hold the relevant Receivable Interest in
reduction to zero of all Capital; and




(ii) if such distribution occurs on a Liquidation Day, first to the Investors that
hold the relevant Receivable Interest, second to the Administrative Agent in payment in
full of all accrued Yield and Fees, third to such Investors in reduction to zero of all
Capital, fourth to such Investors or the Administrative Agent


 


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in payment of any other amounts owed by the Seller hereunder, and fifth to the Servicer in
payment in full of all accrued and unpaid Servicer Fee.



After the Capital, Yield, Fees and Servicer Fee with respect to a Receivable Interest, and
any other amounts payable by the Seller to the Investors or the Administrative Agent hereunder,
have been paid in full, together with any Reimbursable Amounts payable to the Administrative
Agent, then, provided no Liquidation Event has occurred and is continuing, the Administrative
Agent shall instruct the Securities Intermediary to pay to the Seller all the balance standing to
the Securities Account on such Settlement Date for the Seller’s own account.




(c) For the purposes of this Section 2.04:




(i) if on any day the Outstanding Balance of any Pool Receivable is reduced or
adjusted as a result of any defective, rejected or returned goods or services, or any cash
discount, discount for quick payment or other adjustment made by the Seller or an
Originator, or any setoff, the Seller shall be deemed to have received on such day a
Collection of such Pool Receivable in the amount of such reduction or adjustment and shall
deposit such Collection (including all or any portion of such Collection which has been
funded by a payment made by Greif, Inc. under the Greif Guaranty) in the Securities
Account on the next following Settlement Date, provided that if the Seller is deemed to
receive such an amount under this paragraph within the last four Business Days of a
Monthly Period, the Seller shall instead be deemed to have received such amount in the
next Monthly Period;




(ii) if on any day any of the representations or warranties contained in Section
4.01(f) is no longer true in any material respect with respect to any Pool Receivable, the
Seller shall be deemed to have received on such day a Collection of such Pool Receivable in
full and shall deposit such Collection in a Lock-Box Account on the next following
Settlement Date;




(iii) except as provided in subsection (i) or (ii) of this Section 2.04(c), or as
otherwise required by applicable law or the relevant Contract, all Collections received
from an Obligor of any Receivables shall be applied to the Receivables of such Obligor
designated by such Obligor or, if no Receivables are so designated, in accordance with the
Credit and Collection Policy; and




(iv) if and to the extent the Administrative Agent or the Investors shall be required
for any reason to pay over to an Obligor any amount received on its behalf hereunder, such
amount shall be deemed not to have been so received but rather to have been retained by the
Seller and, accordingly, the Administrative Agent or the Investors, as the case may be,
shall have a claim against the Seller for such amount, payable when and to the extent that
any distribution from or on behalf of such Obligor is made in respect thereof.




(d) (i)All amounts payable to the Purchaser under Section 2.04(b) or 2.04(c) shall be
directed as follows:




Scaldis Capital LLC

Bankers Trust Company, New York

Account No. 36023


 


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or to such other account as the Purchaser may notify to the Seller, the Servicer and the
Administrative Agent in writing.



(ii) All amounts payable to the Administrative Agent under Section 2.04(b) or 2.04(c)
shall be directed as follows:




Fortis Bank S.A./N.V. 
Bankers
Trust Company NY




ABA 021001033

in favour of: Deutsche Bank Frankfurt AG

Account No: 04016093



or to such other account as the Administrative Agent may notify to the Seller and the
Servicer in writing.



Section 2.05
Fees(a) Each Investor shall pay to the Servicer a fee (the “Servicer
Fee”) of 0.30% per annum on the average daily Capital of each Receivable Interest owned by such
Investor, from the date of purchase of such Receivable Interest until the later of the Termination
Date for such Receivable Interest or the date on which such Capital is reduced to zero, payable on
the final day of each Monthly Period. Upon three Business Days’ notice to the Administrative Agent,
the Servicer (if not Greif, Inc., the Seller or its designee or an Affiliate of the Seller) may
elect to be paid, as such fee, another percentage per annum on the average daily Capital of such
Receivable Interest, but in no event in excess for all Receivable Interests relating to the
Receivables Pool of 1.0% per annum on the average daily Capital for all Receivable Interests
relating to the Receivables Pool. The Servicer Fee shall be payable only from Collections pursuant
to, and subject to the priority of payment set forth in, Section 2.04.




(b) The Seller and Greif, Inc. shall pay to the Administrative Agent certain fees
(collectively, the “Fees”) in the amounts and on the dates set forth in a separate fee
agreement dated 31 October 2003, among the Seller, Greif, Inc. and the Administrative
Agent, as the same may be amended or restated from time to time (the
“Fee Agreement”).
The parties hereto agree that references in the Fee Agreement to the “Receivables
Purchase Agreement” shall, from and after the date hereof, be deemed to refer to this
Agreement (as from time to time amended).



Section 2.06 Payments and Computations Etc.(a) All amounts to be paid or deposited by
the Seller or the Servicer hereunder shall be paid or deposited no later than 11:00 A.M. (New York
City time) on the day when due in same day funds to the applicable account.




(b) Each of the Seller and the Servicer shall, to the extent permitted by law, pay
interest on any amount not paid or deposited by it within three (3) Business Days after
the same becomes due hereunder, at an interest rate per annum equal to 2% per annum above
the Yield then in effect, payable on demand.




(c) All computations of interest under subsection (b) above and all computations of
Yield, fees, and other amounts hereunder shall be made on the basis of a year of 360 days
(or, in the case of Yield and fees based upon the Alternate Base


 


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Rate, 365 days) for the actual number of days (including the first but excluding the last
day) elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day
other than a Business Day, such payment or deposit shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of such
payment or deposit.



Section 2.07
Dividing or Combining Receivable Interests Either the Seller or the
Administrative Agent may, upon notice to the other party received at least three Business Days
prior to the last day of any Interest Period in the case of the Seller giving notice, or up to the
last day of such Interest Period in the case of the Administrative Agent giving notice, either (i)
divide any Receivable Interest into two or more Receivable Interests having aggregate Capital
equal to the Capital of such divided Receivable Interest, or (ii) combine any two or more
Receivable Interests originating on such last day or having Interest Periods ending on such last
day into a single Receivable Interest having Capital equal to the aggregate of the Capital of such
Receivable Interests.



Section 2.08
Increased Costs. (a) If any Investor, any entity which enters into a
commitment to purchase Receivable Interests or interest therein, any Person providing funding to
any Investor or any of their respective Affiliates (each, an
“Affected Person”) determines that,
due to either (i) the introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance by such Affected Person with any guideline or request from any
central bank or other governmental authority (whether or not having the force of law), in either
case after the date of this Agreement, there shall be any increase in the cost to such Affected
Person of agreeing to make or making, funding or maintaining any (1) commitment to make purchases
of or otherwise to maintain the investment in Pool Receivables or interests therein related to
this Agreement or (2) direct or indirect funding for any Investor and other commitments in
relation thereto, then the Seller shall be liable for, and shall from time to time, within fifteen
(15) Business Days of demand (which demand shall contain a reasonably detailed calculation of any
relevant costs and shall be conclusive and binding in the absence of manifest error, and a copy
thereof shall be sent to the Administrative Agent), pay to the Administrative Agent for the
account of such Affected Person, additional amounts as are sufficient to compensate such Affected
Person for such increased costs.



(b) Nothing in this Section 2.08 shall obligate the Seller to make any payments with respect
to taxes of any sort, indemnification for which is governed by Section 2.10.



Section 2.09
Reduced Return. (a) If any Affected Person shall have determined that (i)
the introduction of any Capital Adequacy Regulation (as defined in the Senior Credit Agreement),
(ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or
administration of any Capital Adequacy Regulation by any central bank or other Governmental
Authority charged with the interpretation or administration thereof, or (iv) compliance by such
Affected Person or any corporation controlling such Affected Person with any Capital Adequacy
Regulation, in each case after the date of this Agreement, affects or would affect the amount of
capital required or expected to be maintained by such Affected Person or any corporation
controlling such Affected Person and (taking into consideration such Affected Person’s or such
corporation’s policies with respect to capital adequacy) determines that the amount of such capital
is increased as a consequence of its agreeing to make or making, funding or maintaining any
commitment to make purchases of or otherwise to maintain the investment in Pool Receivables or
interests




 


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therein related to this Agreement or any direct or indirect funding thereof and other commitments
in relation thereto, then, within fifteen (15) Business Days of demand of such Affected Person to
the Seller through the Administrative Agent, the Seller shall pay to such Affected Person, from
time to time as specified by such Affected Person, additional amounts reasonably sufficient to
compensate such Affected Person for such increase. A statement of such Affected Person as to any
such additional amount or amounts (including calculation thereof in reasonable detail), in the
absence of manifest error, shall be conclusive and binding on the Seller. In determining such
amount or amounts, such Affected Person may use any method of averaging and attribution that it
(in its sole and absolute discretion) shall deem applicable and that is not materially less
favorable to the Seller than to any of its other similarly situated customers.



(b) Upon receipt by the Seller (i) from the Administrative Agent of notice of any requirement
to pay additional amounts pursuant to paragraph (a) above or (ii) of any claim for compensation
under Section 2.10, in either case in relation to any lender under the Liquidity Facility
Agreements, the Seller may (1) seek a replacement bank or financial institution to acquire and
assume all of such lender’s loans and commitments under the Liquidity Facility Agreements; or (2)
request one or more of the other lenders under the Liquidity Facility Agreements to acquire and
assume all of such lender’s loans and commitments under the Liquidity Facility Agreements. Any
such designation by the Seller (and any such acquisition and assumption) shall be subject to the
prior written consent of the Administrative Agent and shall be conditional on each Rating Agency
having confirmed that such acquisition and assumption shall not adversely affect the then current
ratings of the Seller’s commercial paper notes. Nothing in this agreement shall require any lender
under the Liquidity Facility Agreements to agree to transfer any of its loans and commitments in
the circumstances described in this paragraph (b).



Section 2.10 Taxes (a) Any and all payments and deposits required to be made
hereunder or under any other Transaction Document by the Servicer or the Seller shall 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, excluding net
income taxes that are imposed by the United States, and franchise taxes and net income or net
profit taxes that are imposed on an Affected Person by the state or foreign jurisdiction under the
laws of which such Affected Person is organized or any political subdivision thereof, (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as “Taxes”). If the Seller or the Servicer shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to any Affected Person, (i) the
Seller shall make an additional payment to such Affected Person, in an amount sufficient so that,
after making all required deductions (including deductions applicable to additional sums payable
under this Section 2.10), such Affected Person receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Seller or the Servicer, as the case may be,
shall make such deductions and (iii) the Seller or the Servicer, as the case may be, shall pay the
full amount deducted to the relevant taxation authority or other authority in accordance with
applicable law.




(b) In addition, the Seller agrees to pay any present or future stamp or other
documentary taxes or any other excise or property taxes, charges or similar levies which
arise from any payment made hereunder or under any other Transaction Document or from the
execution, delivery or registration of, or otherwise with




 


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respect to, this Agreement or any other Transaction Document (hereinafter referred to as “Other
Taxes”).



(c) The Seller will indemnify each Affected Person for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 2.10) paid by such Affected Person and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto whether or not such
Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within
thirty days from the date the Affected Person makes written demand therefor (and a copy of such
demand shall be delivered to the Administrative Agent). A certificate as to the amount of such
indemnification submitted to the Seller and the Administrative Agent by such Affected Person,
setting forth, in reasonable detail, the basis for and the calculation thereof, shall be conclusive
and binding for all purposes absent manifest error.



(d) If the Seller is required to pay additional amounts to an Affected Person pursuant to this
Section 2.10, then such Affected Person shall use (at the Seller’s expense) reasonable efforts
(consistent with internal policy and legal and regulatory restrictions) to change the jurisdiction
of the office out of which it is acting in relation to the transactions contemplated by this
Agreement or take other appropriate action so as to eliminate any obligation to make such
additional payment by such Affected Person which may thereafter accrue, if such change or other
action in the sole judgment of such Affected Person is not otherwise disadvantageous or burdensome
to such Affected Person.



(e) (i) Any Investor that is not a United States person (as such term is defined in
Section 7701(a) of the Code) agrees that:




	 	(A)	 	it shall, no later than the Closing Date (or, in the case of an Investor
which becomes a party hereto after the Closing Date, the date upon which such
Investor becomes a party hereto) deliver to the Administrative Agent and
the Seller two accurate and complete signed originals of IRS Form W-8ECI (claiming
exemption from U.S. withholding tax because the income is effectively connected with
a U.S. trade or business) or any successor thereto (“Form W-8ECI”), or two
accurate and complete signed originals of IRS Form W-8BEN (claiming a complete
exemption from U.S. withholding tax under an income tax treaty) or any successor
thereto (“Form W-8BEN”), as appropriate; and







	 	(B)	 	from time to time, when a lapse in time or change in circumstances renders
the previous certification obsolete or inaccurate in any material respect, it will
deliver to the Administrative Agent and the Seller two new accurate and complete
original signed copies of Form W-8BEN, or Form W-8ECI, as applicable in replacement
for, or in addition to, the forms previously delivered by it hereunder.






(ii) Any Investor that is incorporated or organized under the laws of the United States of
America or a state thereof shall provide two properly completed


 


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and duly executed copies of IRS Form W-9, or successor applicable form, at the times
specified for delivery of forms under paragraph (e)(i) of this subsection.




(iii) Each Form W-8BEN or Form W-8ECI delivered by a Investor pursuant to this
subsection (e) shall certify, unless unable to do so by virtue of a Change in Law occurring
after the date such Investor becomes a party hereto, that such Investor is entitled to
receive payments under this Agreement without deduction or withholding of U.S. federal
income taxes and each Form W-9 shall certify, unless unable to do so by virtue of a Change
in Law occurring after the Closing Date, that such Investor is entitled to an exemption
from U.S. backup withholding.




(iv) Notwithstanding the foregoing provisions of this subsection (e) or any other
provision of this Section 2.10, no Investor shall be required to deliver any form pursuant
to this Section 2.10(e) if such Investor is not legally able to do so by virtue of a Change
in Law occurring after the Closing Date.




(v) Each Investor shall, promptly upon the reasonable request of the Seller or the
Administrative Agent, at its expense, deliver to the Seller or the Administrative Agent (as
the case may be) such other forms or similar documentation or other information as may
reasonably be required from time to time by any applicable law, treaty, rule or regulation
of any Governmental Authority in order to establish such Investor’s tax status for
withholding tax purposes.




(vi) The Seller shall not be required to pay any additional amount in respect of Taxes
pursuant to this Section 2.10 to any Investor if the obligation to pay such additional
amount would not have arisen but for a failure by such Investor to comply with its
obligations under subsection 2.10(e) (other than by reason of a Change in Law occurring
after the date of this Agreement or the date upon which such Investor became a party
hereto, if later).




(vii) On or prior to the date of this Agreement, the Purchaser shall provide two
properly completed and duly executed copies of IRS Form W-9, or successor applicable form.




(viii) The Purchaser hereby represents and warrants that it is to be treated as a
domestic corporation for U.S. federal income tax purposes.



Section 2.11 Security Interest. As collateral security for the performance by the
Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or
otherwise) to be performed under this Agreement or any document delivered in connection with this
Agreement in accordance with the terms thereof, including the punctual payment when due of all
obligations of the Seller hereunder or thereunder, whether for indemnification payments, fees,
expenses or otherwise, the Seller hereby assigns to the Administrative Agent for its benefit and
the ratable benefit of the Investors (collectively, the
“Secured Parties”), and hereby grants to
the Administrative Agent for its benefit and the ratable benefit of the Investors (and the
Originators hereby consent to such assignment and granting of), a security interest in, all of the
Seller’s right, title and interest in and to (A) the Sale and Contribution Agreement, including,
without limitation, (i) all rights of the Seller to receive moneys due or to become due under or
pursuant to the Sale and Contribution Agreement, (ii) all security interests and property subject
thereto from time to time purporting to secure payment of monies due or to become due under or
pursuant to the Sale and




 


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Contribution Agreement (including, without limitation, the security interests created by Section
2.06 of the Sale and Contribution Agreement (which security interests are subject to the prior
rights of the Secured Parties under and/or in connection with the Security Agreements)), (iii) all
rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with
respect to the Sale and Contribution Agreement, (iv) claims of the Seller for damages arising out
of or for breach of or default under the Sale and Contribution Agreement, and (v) the right of the
Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Pool
Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security
with respect thereto and the Collections (the “Pool Receivables Collateral”), and (C) to
the extent not included in the foregoing, all proceeds of any and all of the foregoing.



Section 2.12 Security Agreements. As collateral security for the performance by the
Originators of their obligations under Section 5.02(c), the Originators have agreed to enter into
the Security Agreements in favour of the Administrative Agent for its benefit and the rateable
benefit of the Investors.



ARTICLE III

CONDITIONS OF PURCHASES




Section 3.01 Conditions Precedent to Initial Purchase. The obligation of the Investor
to make the initial purchase of a Receivable Interest under this Agreement is subject to the
conditions precedent that the Administrative Agent shall have received the following on or before
the date of such purchase, each (unless otherwise indicated) dated such date, in form and
substance satisfactory to the Administrative Agent:




(a) Certified copies of the resolutions of the Board of Directors or managing partner
of the Seller, Greif, Inc. and each Originator approving the Transaction Documents and
certified copies of all documents evidencing other necessary corporate or company action
and governmental approvals, if any, with respect to the Transaction Documents.




(b) A certificate of the Secretary or Assistant Secretary of Greif, Inc., the Seller
and each Originator certifying the names and true signatures of the officers of the Seller
and such Originator authorized to sign the Transaction Documents and the other documents
to be delivered by it hereunder and thereunder.




(c) Copies of proper financing statements, duly filed on or before the date of such
initial purchase under the UCC of all jurisdictions that the Administrative Agent
may deem necessary or desirable in order to perfect the ownership and security interests
contemplated by this Agreement and the Sale and Contribution Agreement.




(d) Completed requests for information, dated on or before the Original Closing
Date, listing all effective financing statements filed in the jurisdictions referred
to in subsection (c) above that name the Seller or the relevant Originator as debtor,
together with copies of such financing statements (none of which shall cover any
Receivables, Contracts, Related Security or the collateral security referred to in Section
2.11).


 


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(e) The favorable opinions
of Baker and Hostetler LLP, counsel for the Seller and the
Originators, and of internal counsel to the Originators, dated the date hereof, each
substantially in the applicable forms set out in Annex F-1, F-2 and F-3 hereto, and as to
such other matters as the Administrative Agent may reasonably request.




(f) Executed copies of each Security Agreement, each Lock-Box Agreement, the
Concentration Account Control Agreement and the Securities Account Control Agreement.




(g) An executed copy of the Fee Agreement.




(h) An executed copy of each other Transaction Document.




(i) A copy of the articles of incorporation and by-laws or equivalent organizational
documents of Greif, Inc., the Seller and each Originator.




(j) A certificate as to the good standing or full force and effect, as the case may
be, and payment of franchise taxes of Greif, Inc., the Seller and each other Originator
that is organized under the laws of the State of Delaware, from the Secretary of State of
Delaware or other official, dated as of a recent date.




(k) A certificate as to the good standing and payment of franchise taxes of GLCC
Originator from the Secretary of State of Ohio or other official, dated as of a recent
date.




(l) In respect of any financing statement identified in Schedule III hereto, an
agreement between the Purchaser, the Administrative Agent and the secured party or parties
identified in such financing statement confirming that such secured party or parties have
no Adverse Interest, and/or releasing any such Adverse Interest, in respect of any
Originator Receivables and otherwise in form and substance satisfactory to the
Administrative Agent.




(m)
The Administrative Agent shall have received such other approvals, opinions or
documents as it may reasonably request.



Section 3.02 Conditions Precedent to All Purchases. Each purchase (including
the initial purchase) shall be subject to the further conditions precedent that:




(a) in the case of each purchase, the Servicer shall have delivered to the
Administrative Agent at least three Business Days prior to such purchase, in form and
substance satisfactory to the Administrative Agent, a completed Monthly Report containing
information covering the most recently ended reporting period for which information is
required pursuant to Section 6.02(g) and demonstrating that after giving effect to such
purchase no Event of Termination or Potential Event of Termination under Section 7.01(o)
has occurred and would be continuing or would occur;




(b) on the date of such purchase, the following statements shall be true, except that
the statements in clauses (iii) and (iv) below are required to be true only if such
purchase is by an Investor (and acceptance of the proceeds of such


 


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purchase shall be deemed a representation and warranty by the Seller and the Servicer
(each as to itself) that such statements are then true):




(i) the representations and warranties contained in Section 4.01 and 4.02 are correct
on and as of the date of such purchase as though made on and as of such date (except to the
extent such representations and warranties expressly relate to an earlier date, in which
case they shall be true as of such earlier date),




(ii) no event has occurred and is continuing, or would result from such purchase, that
constitutes an Event of Termination or a Potential Event of Termination, and no default
shall have occurred under or in respect of the Fee Agreement,




(iii) in the case of any purchase by an Investor, the Administrative Agent shall not
have given the Seller at least one Business Day’s notice that the Investor has terminated
the purchase of Receivable Interests, and




(iv) each Originator shall have sold or contributed to the Seller, pursuant to the
Sale and Contribution Agreement, all Originator Receivables arising on or prior to such
date;




(c) after giving effect to such purchase, the aggregate outstanding Capital of
Receivable Interests would not exceed the Purchase Limit; and




(d) the Liquidity Facility Agreements shall be in full force and effect and the
Liquidity Termination Date shall not have occurred (subject to any extension of such
Liquidity Termination Date).



ARTICLE IV

REPRESENTATIONS AND WARRANTIES




Section 4.01 Representations and Warranties of the Seller. The Seller hereby
represents and warrants as follows:




(a) The Seller is a limited liability company duly formed, validly existing and in
good standing under the laws of Delaware and is duly qualified to do business, and is in
good standing, in every jurisdiction where the nature of its business requires it to be so
qualified.




(b) The execution, delivery and performance by the Seller of the Transaction
Documents and the other documents to be delivered by hereunder, including the Seller’s use
of the proceeds of purchases, (i) are within the Seller’s limited liability company
powers, (ii) have been duly authorized by all necessary limited liability company
action, (iii) do not contravene (1) the Seller’s organizational documents,
(2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction
binding on or affecting the Seller or its property in any material respect or (4) any
order, writ, judgment, award, injunction or decree binding on or affecting the Seller or
its property, and (iv) do not result in or require the creation of any lien, security
interest or other charge or encumbrance upon or with respect to any of its properties
(except for the interest created pursuant to this


 


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Agreement). Each of the Transaction Documents has been duly executed and delivered by the
Seller.



(c) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due execution, delivery and
performance by the Seller of the Transaction Documents or any other document to be delivered
thereunder, except for the filing of UCC financing statements which are referred to therein.



(d) Each of the Transaction Documents constitutes the legal, valid and binding obligation of
the Seller enforceable against the Seller in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganisation, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or law).



(e) No proceeds of any purchase will be used to acquire any equity security of a class which
is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.



(f) Immediately prior to the purchase by the Investor, the Seller is the legal and beneficial
owner of the Pool Receivables and Related Security free and clear of any Adverse Claim; upon each
purchase, the Investors shall acquire a valid and perfected first priority undivided percentage
ownership interest to the extent of the pertinent Receivable Interest in each Pool Receivable then
existing or thereafter arising and in the Related Security and Collections with respect thereto. No
effective financing statement or other instrument similar in effect covering any Contract or any
Pool Receivable or the Related Security or Collections with respect thereto is on file in any
recording office, except those filed in favor of the Administrative Agent relating to this
Agreement and those filed by the Seller pursuant to the Sale and Contribution Agreement, each as
specifically identified in Schedule II hereto.



(g) As at the
date of this Agreement, and save as referred to in Section 4.01(f) above, no
effective financing statement or other similar instrument covering any Pool Receivable or the
Related Security and Collections thereof is on file in any recording office except those
specifically identified in Schedule III hereto (which, for the avoidance of doubt shall be subject
to partial discharges pursuant to Section 3.01(c) and (l)).



(h) The principal place of business and chief executive office of the Seller and the office
where the Seller keeps its records concerning the Pool Receivables are located at the address or
addresses referred to in Section 5.01(b).



(i) The names and addresses of the Lock-Box Banks, the Concentration Account Bank, the
Securities Intermediary together with the account numbers of the Lock-Box Accounts, the
Concentration Account and the Securities Account, are as specified in Schedule I hereto, as such
Schedule I may be updated from time to time pursuant to Section 5.02(d).




(j) The Seller is not known by and does not use any trade name or doing-business-as name.


 


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(k) The Seller was organized on 30 July 2003, and the Seller did not engage in any business
activities prior to that date. The Seller has no Subsidiaries.



(l) (i) The fair value of the property of the Seller is greater than the total amount of
liabilities, including contingent liabilities, of the Seller, (ii) the present fair salable value
of the assets of the Seller is not less than the amount that will be required to pay all probable
liabilities of the Seller on its debts as they become absolute and matured, (iii) the Seller does
not intend to, and does not believe that it will, incur debts or liabilities beyond the Seller’s
abilities to pay such debts and liabilities as they mature and (iv) the Seller is not engaged in a
business or a transaction, and is not about to engage in a business or a transaction, for which
the Seller’s property would constitute unreasonably small capital.



(m)
With respect to each Pool Receivable, the Seller shall have purchased such Pool Receivable
from each Originator in exchange for cash or a capital contribution (made by the Seller to the
applicable Originator in accordance with the provisions of the Sale and Contribution Agreement),
in an amount which constitutes fair consideration and reasonably equivalent value. No such sale is
or may be voidable or subject to avoidance under any section of the Federal Bankruptcy Code.



(n) There is no pending or, to the Seller’s actual knowledge, threatened action or proceeding
affecting the Seller before any court, governmental agency or arbitrator which would reasonably be
expected to materially adversely affect the financial condition or operations of the Seller or the
ability of the Seller to perform its obligations under this Agreement, or which purports to affect
the legality, validity or enforceability of this Agreement.



(o) Since July 2003 there has been no material adverse change in the business, operations,
financial condition or liabilities (contingent or otherwise) or prospects of the Seller.



(p) The correct legal name, tax identification number and chief executive office of the Seller
are as follows:




Greif Receivables Funding LLC

c/o The Corporation Trust Company

Wilmington, Delaware 19801 

United States of America

Tax ID: 06 — 1704271



(q) This Agreement creates a valid and continuing security interest (as defined in the UCC)
in the Pool Receivables Collateral in favour of the Secured Parties, which security interest is
prior to all other Adverse Claims, and is enforceable as such as against the creditors of and
purchasers from the Seller.




(r) The Pool Receivables Collateral constitute “accounts” within the meaning of the UCC.



(s) The Seller has caused or will have caused, within ten days of the date of this Agreement,
the filing of all appropriate financing statements in the


 


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proper filing office in the appropriate jurisdictions under applicable law in order to
perfect the security interest in the Pool Receivables Collateral granted to the Secured
Parties hereunder.




(t) Other than the security interest granted to the Secured Parties pursuant to this
Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or
otherwise conveyed any of the Pool Receivables Collateral.




(u) The Seller is not aware of any material tax lien filings against it.



Section 4.02 Representations and Warranties of the Servicer. The Servicer hereby
represents and warrants as follows:




(a) The Servicer is a corporation duly incorporated, validly existing and in good
standing under the laws of Delaware, and is duly qualified to do business, and is in good
standing, in every jurisdiction where the nature of its business requires it to be so
qualified, except where the failure to be so qualified would not have a material adverse
effect on the operations of the Servicer or its ability to perform its obligations
hereunder.




(b) The execution, delivery and performance by the Servicer of this Agreement and any
other documents to be delivered by it hereunder (i) are within the Servicer’s corporate
powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not
contravene (1) the Servicer’s charter or by-laws, (2) any law, rule or regulation
applicable to the Servicer, (3) any contractual restriction binding on or affecting the
Servicer or its property in any material respect or (4) any order, writ, judgment, award,
injunction or decree binding on or affecting the Servicer or its property, and (iv) do not
result in or require the creation of any lien, security interest or other charge or
encumbrance upon or with respect to any of its properties except for the interest created
pursuant to this Agreement. This Agreement has been duly executed and delivered by the
Servicer.




(c) No authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the due execution, delivery
and performance by the Servicer of this Agreement or any other document to be delivered by
it hereunder, except for the filing of UCC financing statements which are referred to in
the Transaction Documents.




(d) This Agreement constitutes the legal, valid and binding obligation of the
Servicer enforceable against the Servicer in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganisation, moratorium or similar laws affecting the enforcement of creditors’ rights
generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or law).




(e) The audited consolidated balance sheet of the Servicer as at October 31, 2002,
and the audited consolidated statements of operations and cash flows of the Servicer for
the fiscal year then ended, copies of which have been furnished to the Administrative
Agent, fairly present in all material respects the financial condition of the Servicer and
its Subsidiaries as at such date and the results of the operations of the Servicer and its
Subsidiaries for the period ended on such


 


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date, all in accordance with GAAP consistently applied, and since October 31, 2002 there
has been no material adverse change in the business, operations, financial condition,
liabilities (contingent or otherwise) or prospects of the Servicer.




(f) There is no pending or, to the Servicer’s actual knowledge, threatened action or
proceeding affecting the Servicer or any of its Subsidiaries before any court, governmental
agency or arbitrator which would reasonably be expected to materially adversely affect the
financial condition or operations of the Servicer or the ability of the Servicer to
perform its obligations under this Agreement, or which purports to affect the legality,
validity or enforceability of this Agreement.




(g) There is no pending or, to the Servicer’s actual knowledge, threatened action or
proceeding affecting any Originator or any of its Subsidiaries before any court,
governmental agency or arbitrator which would be reasonably expected to materially
adversely affect the financial condition or operations of any Originator or the ability of
the Seller or any Originator to perform their respective obligations under the Transaction
Documents, or which purports to affect the legality, validity or enforceability of the
Transaction Documents; no Originator nor any Subsidiary thereof is in default with respect
to any order of any court, arbitration or governmental body except for defaults with
respect to orders of governmental agencies which defaults are not material to the business
or operations of any Originator and its respective Subsidiaries, taken as a whole.




(h) All factual information (taken as a whole) contained in each Servicer Report,
information, exhibit, financial statement, document, book, record or report furnished or
to be furnished at any time by or on behalf of the Servicer to the Administrative Agent or
the Investors in connection with this Agreement is or will be accurate in all material
respects as of its date or (except as otherwise disclosed to the Administrative Agent or
Investors at such time) as of the date so furnished, and no such document contains or will
contain any untrue statement of a material fact. The projections and pro forma financial
information contained in or to be contained in any such material are and will be based on
good faith estimates and assumptions believed by the Servicer to be reasonable at the time
made, it being recognized that such projections as to future events are not to be viewed
as facts, that actual results during the period or periods covered by any such projections
may differ materially from the projected results and that the Servicer makes no
representation or warranty that such projections, pro forma results or budgets will be
realized.



ARTICLE V

COVENANTS




Section 5.01 Covenants of the Seller. Until the latest of the Facility Termination
Date or the date on which no Capital of, or Yield on, any Receivable Interest shall be outstanding
and all other amounts owed by the Seller hereunder to the Investors or the Administrative Agent are
paid in full:




(a) Compliance with Laws, Etc. The Seller will comply in all material
respects with all applicable laws, rules, regulations and orders and preserve and
maintain its limited liability company existence, rights, franchises,


 


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qualifications, and privileges except to the extent that the failure so to comply with
such laws, rules and regulations or the failure so to preserve and maintain such rights,
franchises, qualifications, and privileges would not materially adversely affect the
collectibility of the Receivables Pool or the ability of the Seller to perform its
obligations under the Transaction Documents.




(b)
Offices, Records, Name and Organization. The Seller will not change its
name or its state or form of organization or taxpayer identification number or chief
executive office, unless (i) the Seller shall have provided the Administrative Agent with
at least 30 days’ prior written notice thereof and (ii) no later than the effective date of
such change, all actions reasonably requested by the Administrative Agent to protect and
perfect the interest in the Pool Receivables have been taken and completed. The Seller
also will maintain and implement administrative and operating procedures (including,
without limitation, an ability to recreate records evidencing Pool Receivables and the
related Contracts in the event of the destruction of the originals thereof), and keep and
maintain all documents, books, records and other information reasonably necessary or
advisable for the collection of all Pool Receivables (including, without limitation,
records adequate to permit the daily identification of each Pool Receivable and all
Collections of and adjustments to each existing Pool Receivable).




(c) Performance and Compliance with Contracts and Credit and Collection
Policy. The Seller will require each Originator at the Originator’s expense to
timely and fully perform and comply with all material provisions, covenants and other
promises required to be observed by it under the Contracts related to the Pool Receivables
where:




(i) before an Event of Termination that is continuing, such non-performance or
non-compliance would reasonably be expected to give rise to any dispute, set-off,
counterclaim or other claim on the part of the relevant Obligor that is more than 1% of the
Discount Protection Amount applying at such time (or together with all such disputes,
set-offs, counterclaims or other claims in aggregate, are more than 2% of the Discount
Protection Amount applying at such time), unless in either case a corresponding amount has
been deposited by the Seller in the Securities Account pursuant to Section 2.04(c)(i); or




(ii) at all times following a Event of Termination that is continuing, such
non-performance or non-compliance would reasonably be expected to give rise to any dispute,
set-off, counterclaim or other claim on the part of the relevant Obligor; and



the Seller will require each Originator at the Originator’s expense to timely and fully perform
and comply in all material respects with the Credit and Collection Policy in regard to each Pool
Receivable and the related Contract.




(d) Sales, Liens, Etc. Except for the ownership and security interests created
hereunder in favor of the Administrative Agent, the Seller will not sell, assign (by
operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any
Adverse Claim upon or with respect to, the Seller’s undivided interest in any Pool
Receivable, Related Security, related Contract or Collections, or upon or with respect to
any account to which any Collections of any Pool Receivable are


 


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sent, or assign any right to receive income in respect thereof; provided,
however, that the provisions of this paragraph shall not prevent the existence of
inchoate liens for taxes, assessments and governmental charges or claims not yet due or being
contested in good faith and by appropriate proceedings.




(e) Extension or Amendment of Receivables. Except as provided in Section 6.02(c) or
with the consent of the Administrative Agent, the Seller will not extend, amend or otherwise
modify the terms of any Pool Receivable, or amend, modify or waive any term or condition of any
Contract affecting any Pool Receivable.




(f) Change in Business or Credit and Collection Policy. The Seller will not make
any change in the character of its business or in the Credit and Collection Policy that would, in
either case, materially adversely affect the collectibility of the Receivables Pool taken as a
whole or the ability of the Seller to perform its obligations under this Agreement. The Seller
will not make any change in the Credit and Collection Policy that would impair or delay in any
material respect the collectibility of the Pool Receivables (taken as a whole) or the ability of
the Servicer to perform its obligations under this Agreement. In the event that the Seller makes
any change to the Credit and Collection Policy, it shall, contemporaneously with such change,
provide the Administrative Agent with an updated Credit and Collection Policy and a summary of all
material changes.




(g) Deposits to Lock-Box Accounts. Unless each Originator has provided such
instructions pursuant to the first sentence of Section 5.02(c), the Seller will instruct all
Obligors to remit all their payments in respect of Receivables to Lock-Box Accounts. If the
Seller shall receive any Collections directly, it shall immediately (and in any event within two
Business Days) deposit the same to a Lock-Box Account. The Seller agrees and acknowledges that (i)
substantially all the cash or cash proceeds deposited or credited to any Lock-Box Account will
constitute Collections of Receivables and (ii) the Seller will be able to identify, trace the
source and properly allocate such Collections at all times; provided, however,
that if any cash or cash proceeds other than Collections are deposited or credited to any
Lock-Box Account, the Administrative Agent shall direct that such funds be promptly returned to or as
otherwise directed by the Seller upon the Seller or Servicer reasonably demonstrating that such
funds are not Collections.




(h) Marking of Records. At its expense, the Seller will mark its master data
processing records evidencing Pool Receivables with a legend evidencing that Receivable Interests
related to such Pool Receivables and the related Contracts have been sold in accordance with this
Agreement.




(i) Further Assurances.




(i) The Seller agrees from time to time, at its expense, promptly to execute and deliver all
further instruments and documents, and to take all further actions, that may be necessary, or that
the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the
Receivable Interests purchased under this Agreement, or to enable the Investors or the
Administrative Agent to exercise and enforce their respective rights and remedies under this
Agreement. Without limiting the foregoing, the Seller will, upon the reasonable request of the




 


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Administrative Agent, execute (if necessary) and file such financing or continuation statements,
or amendments thereto, and such other instruments and documents, that may be necessary or
desirable, or that the Administrative Agent may reasonably request, to perfect, protect or
evidence such Receivable Interests.




(ii) The Seller authorizes the Administrative Agent to file financing or continuation
statements, and amendments thereto and assignments thereof, relating to the Pool Receivables and
the Related Security, the related Contracts and the Collections with respect thereto without the
signature of the Seller where permitted by law. A photocopy or other reproduction of this
Agreement shall be sufficient as a financing statement where permitted by law.




(j) Reporting Requirements. The Seller will provide to the Administrative Agent (in
multiple copies, if requested by the Administrative Agent) the following:




(i) as soon as available and in any event within 120 days after the end of the fourth fiscal
quarter of each fiscal year of the Seller, a balance sheet of the Seller as of the end of such
quarter and a statement of income and retained earnings of the Seller for the period commencing at
the end of the previous fiscal year and ending with the end of such quarter, certified by the
chief financial officer, treasurer or assistant treasurer of the Seller;




(ii) promptly after the Seller obtains knowledge thereof (in any event within five (5) days),
notice of any “Event of Termination” or “Facility Termination Date” under the Sale and
Contribution Agreement;




(iii) so long as any Capital shall be outstanding, as soon as possible and in any event no
later than the day of occurrence thereof, notice that any Originator has stopped selling to the
Seller, pursuant to the Sale and Contribution Agreement, newly arising Originator Receivables;



(iv) at the time of the delivery of any financial statements provided for in clause (i) or
(ii) of this paragraph or Section 5.03(a) or (b), a certificate of the chief financial officer, the
treasurer or an assistant treasurer of the Seller to the effect that, to such officer’s knowledge,
no Event of Termination has occurred and is continuing or, if any Event of Termination has occurred
and is continuing, specifying the nature and extent thereof;




(v) promptly after receipt thereof, copies of all notices received by the Seller from any
Originator under the Sale and Contribution Agreement; and




(vi) such other information respecting the Receivables or the condition or operations,
financial or otherwise, of the Seller as the Administrative Agent may from time to time reasonably
request.




(k) Corporate Separateness. The Seller shall at all times observe the following
covenants:




(i) At all times on or after the date hereof, at least two of the directors of the Seller
shall be Independent Managers. An “Independent Manager” shall mean




 


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a director of the Seller who is not at the time of initial appointment, or at any time while
serving as a director of the Seller, and has not been at any time during the preceding five (5)
years: (a) a shareholder, director (with the exception of serving as the Independent Manager of
the Seller and any other bankruptcy-remote special purpose entity formed for the sole purpose of
securitizing, or facilitating the securitization of, assets of any Affiliate of the Seller),
officer, employee, partner, attorney or counsel of the Seller or any Affiliate; (b) a customer,
supplier or other Person who derives any of its purchases or revenues from its activities with the
Seller or any Affiliate; (c) a Person controlling or under common control with any such
shareholder, partner, customer, supplier or other Person; or (d) a member of the immediate family
of any such shareholder, director, officer, employee, partner, customer, supplier or other Person.
“Affiliate” means a Person other than the Seller (i) that directly or indirectly controls or is
controlled by or is under common control with the Seller, (ii) that is an officer of, partner in
or trustee of, or serves in a similar capacity with respect to, the Seller, or (iii) that,
directly or indirectly, is the beneficial owner 10% or more of any class of equity securities of
the Seller or of which the Seller is directly or indirectly the owner of 10% or more of any class
of equity securities. The term “control” means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a Person, whether through
ownership of voting securities, by contract or otherwise. “Affiliate” of the Seller does not
include a Person that is a partner in one or more partnerships or joint ventures with the Seller
or any other Affiliate of the Seller if such Person is not otherwise an Affiliate of the Seller.




(ii) The Seller shall not engage in any business or activity, or incur any indebtedness or
liability, other than as expressly permitted by the Transaction Documents.




(iii) Any employee, consultant or agent of the Seller will be compensated from the Seller’s
funds for services provided to the Seller. The Seller will not engage any agents other than its
attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the
Transaction Documents for the Receivables and other assets, which servicer will be fully
compensated for its services by payment of the Servicing Fee, and a manager, which manager will be
fully compensated from the Seller’s funds;




(iv) The Seller will not incur any material indirect or overhead expenses or items shared with
any Originator or any of their respective Affiliates. To the extent, if any, that the Seller (or
any Affiliate thereof) shares items of expenses, such as legal, auditing and other professional
services, such expenses will be allocated to the extent practical on the basis of actual use or the
value of services rendered, and otherwise on a basis reasonably related to the actual use or the
value of services rendered; it being understood that the Originators shall pay all expenses
relating to the preparation, negotiation, execution and delivery of the Transaction Documents,
including legal, agency and other fees;




(v) The Seller’s operating expenses will not be borne by the Originators or any of their
respective Affiliates;


 


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(vi) All of the Seller’s business correspondence and other communications shall be conducted
in the Seller’s own name and on its own separate stationery;



(vii) The Seller’s books and records will be maintained separately from those of the
Originators and any of their respective Affiliates;



(viii) The financial statements of the Originators or any of their respective Affiliates that
will not be consolidated to include the Seller except as required by GAAP;




(ix) The Seller will not have its assets listed on the financial statements of any other
person, except as required by GAAP; and any consolidated financial statements that include the
Seller’s assets will contain a note indicating that the separate assets and liabilities of the
Seller have been consolidated therein, that the Seller has separate financial statements and that
the assets of the Seller are subject to certain security interests for the benefit of third party
investors and others in connection with a receivables purchase facility;




(x) The Seller will strictly observe organizational formalities in its dealings with the
Originators or any of their respective Affiliates, and any funds or other assets of the Seller will
not be commingled with those of the Originators or any of their respective Affiliates except as
permitted by the Sale and Contribution Agreement in connection with servicing the Receivables and
the other Receivable Interests. The Seller shall not maintain joint bank accounts or other
depository accounts to which the Originators or any of their respective Affiliates have independent
access. The Seller shall not be named, and will not enter into any agreement to be named, directly
or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with
respect to any loss relating to the property of the Originators or any of their respective
Affiliates. The Seller will pay to the appropriate Affiliate the marginal increase or, in the
absence of such increase, the market amount of its portion of the premium payable with respect to
any insurance policy that covers the Seller and such Affiliate;




(xi) The Seller will maintain arm’s-length relationships with the Originators (and any of
their respective Affiliates). Any Person that renders or otherwise furnishes services to the
Seller will be compensated by the Seller at market rates for such services it renders or otherwise
furnishes to the Seller. Neither the Seller nor the Originators will be or will hold itself out to
be responsible for the debts of the other or the decisions or actions respecting the daily
business and affairs of the other. The Seller and the Originators will immediately correct any
known misrepresentation with respect to the foregoing, and they will not operate or purport to
operate as an integrated single economic unit with respect to each other or in their dealing with
any other entity;



(xii) The Seller shall not permit the Originators or any of their respective Affiliates to
pay the salaries of Seller’s employees, if any;



(xiii) The Seller shall allocate fairly and reasonably the cost of any shared office space.
The Seller shall use its own separate invoices and checks;


 


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(xiv) The Seller shall hold itself out to the public under the Seller’s own name and as a
separate and distinct corporate entity and not as a department or division of any Affiliate of the
Seller. The Seller shall act solely in its own corporate name and through its own duly authorized
officers and agents. The Seller shall correct any known misunderstanding regarding its separate
identity;



(xv) All customary formalities regarding the limited liability company existence of the
Seller shall be observed;



(xvi) The Seller shall not guarantee or assume or hold itself out or permit itself to be held
out as having guaranteed or assumed any liabilities or obligations of any Person, nor shall the
Seller make any loan. Without limiting the foregoing, the Seller shall not pledge its assets for
the benefit of any other Person except as permitted or provided by the Transaction Documents;



(xvii) The Seller shall independently make decisions with respect to its business and daily
operations; and



(xviii) None of the Seller’s funds shall be used to acquire obligations or securities of,
or make loans or advances to, any Affiliate.




(l) Sale and Contribution Agreement. The Seller will not amend, waive or modify any
provision of the Sale and Contribution Agreement (provided that the Seller may extend the
“Facility Termination Date” thereunder) or waive the occurrence of any “Event of Termination”
under the Sale and Contribution Agreement, without in each case the prior written consent of the
Administrative Agent. The Seller will perform all of its obligations under the Sale and
Contribution Agreement in all material respects and will enforce the Sale and Contribution
Agreement in accordance with its terms in all material respects. The Seller hereby assigns its
rights under the Sale and Contribution Agreement to the Investor and the Administrative Agent and
agrees and acknowledges that the Investor and the Administrative Agent may enforce the Seller’s
rights under the Sale and Contribution Agreement as if each were a party thereto.




(m) Nature of Business. The Seller will not engage in any business other than the
purchase of Receivables, Related Security and Collections from an Originator and the transactions
contemplated by this Agreement. The Seller will not create or form any Subsidiary.




(n)
Mergers, Etc. The Seller will not merge with or into or consolidate with or into,
or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of
transactions), all or substantially all of its assets (whether now owned or hereafter acquired)
to, or acquire all or substantially all of the assets or capital stock or other ownership interest
of, or enter into any joint venture or partnership agreement with, any Person, other than as
contemplated by this Agreement and the Sale and Contribution Agreement.




(o) Distributions, Etc. The Seller will not declare or make any dividend payment or
other distribution of assets, properties, cash, rights, obligations or securities on account of
any equity or shareholder interests of the Seller, or return any capital to its shareholders as
such, or purchase, retire, defease, redeem or


 


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otherwise acquire for value or make any payment in respect of any equity or shareholder
interests of the Seller or any warrants, rights or options to acquire any such equity or
shareholder interests, now or hereafter outstanding; provided, however,
that the Seller may declare and pay cash dividends or distributions on its equity or
shareholder interests to its shareholders so long as (i) no Event of Termination shall
then exist or would occur as a result thereof, (ii) such dividends and distributions are
in compliance with all applicable law including the corporate and limited liability
company law of the state of the Seller’s organization, and (iii) such dividends have been
approved by all necessary and appropriate limited liability company action of the Seller.




(p) Debt. The Seller will not incur any Debt, other than any Debt incurred
pursuant to this Agreement and as contemplated by the other Transaction Documents.




(q) Organizational Documents. The Seller will not amend its Articles of
Organization filed with the Secretary of the State of Delaware or any provision of the
LLC Agreement.




(r) Financial Covenant Prepayment. In the event that (i) as of the last day
of any Fiscal Quarter, Greif, Inc. shall have breached any financial covenants contained
in the Reference Senior Credit Agreement, (ii) a waiver or forbearance with respect to
such financial covenants (any such waiver or forbearance a “Waiver”) is given by the
required lenders under such Reference Senior Credit Agreement and (iii) Fortis Bank
S.A./N.V., in its capacity as lender under the Reference Senior Credit Agreement does not
consent to such Waiver, the Seller shall within 90 days from the date the Compliance
Certificate (as such term is defined in the Reference Senior Credit Agreement) evidencing
such breach is delivered pursuant to the Reference Senior Credit Agreement, pay in full
(A) the Capital of each Receivable Interest and Yield thereon, and (B) all Fees and other
amounts owed by the Seller hereunder to the Investors or the Administrative Agent.



Section 5.02
Covenant of the Seller and each Originator. (a) Until the latest of the
Facility Termination Date or the date on which no Capital of or Yield on any Receivable Interest
shall be outstanding or the date all other amounts owed by the Seller hereunder to the Investors
or the Administrative Agent are paid in full, each of the Seller and the Originators will, at
their respective expense, from time to time during regular business hours as reasonably requested
by the Administrative Agent on not less than 2 Business Days’ notice, permit the Administrative
Agent or its agents or representatives (including independent public accountants, which may be the
Seller’s or each Originator’s independent public accountants), (i) to conduct periodic audits of
the Receivables, the Related Security and the related books and records and collections systems of
the Seller or such Originator, as the case may be, (ii) to examine and make copies of and
abstracts from all books, records and documents (including, without limitation, computer tapes and
disks) in the possession or under the control of the Seller or such Originator, as the case may
be, relating to Pool Receivables and the Related Security, including, without limitation, the
Contracts, and (iii) to visit the offices and properties of the Seller or such Originator, as the
case may be, for the purpose of examining such materials described in clause (ii) above, and to
discuss matters relating to Pool Receivables and the Related Security or the Seller’s or such
Originator’s performance under the Transaction Documents or under the Contracts with any of the
officers of the Seller or such Originator, as the case may be, having knowledge of such matters.


 


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(b) The Seller and each Originator will promptly notify the Servicer of any Eligible
Receivable which, to the Seller’s or such Originator’s knowledge, as the case may be, is an
Impaired Eligible Receivable.




(c) Unless the Seller has otherwise so notified the Obligors pursuant to Section
5.01(g), each Originator will instruct all Obligors under Receivables originated by it to
remit all their payments in respect of such Receivables to a Lock-Box Account. If an
Originator shall receive any Collections directly, it shall immediately (and in any event
within two Business Days) deposit the same to a Lock-Box Account. No Originator will add
or terminate any bank as a Lock-Box Bank from those listed in Schedule I to this Agreement
unless the Administrative Agent shall have received a fully executed Lock-Box Agreement
with each new Lock-Box Bank substantially in the form attached or on such terms as the
Administrative Agent may reasonably require. Neither the Seller nor any Originator will at
any time apply in a manner inconsistent with this Agreement or any Lock-Box Agreement any
funds credited to a Lock-Box Account.




(d) Change in Payment Instructions to Obligors. Neither the Seller nor any
Originator will add or terminate any bank as a Lock-Box Bank, Concentration Account
Bank or Securities Intermediary from those listed in Schedule I to this Agreement unless
the Administrative Agent shall have received a fully executed Lock-Box Agreement,
Concentration Account Control Agreement or Securities Account Control Agreement (as the
case may be) with each new bank.




Section 5.03 Covenants of Servicer, Seller and each Originator; Account Control.



Without limiting the generality of
Section 5.01(i), the Servicer, the Seller and each
Originator undertake that, upon the earlier of (I) the issuance by a Depositary of an Account
Control Termination Notice or (II) it or any of them becoming aware of any Depositary’s intention
to cancel, terminate or revoke any Account Control Agreement, the Seller and/or any affected
Originator shall:




(a) arrange for a substitute Depositary and substitute Lock-Box Account,
Concentration Account and/or Securities Account, as the case may be, each as the
Administrative Agent may reasonably approve or require;




(b) enter into replacement account control arrangements substantially in the same
form(s) as the relevant Account Control Agreement(s) which such arrangements replace (or
such other form(s) as the Administrative Agent may approve); and




(c) arrange for such amendments to the Transaction Documents as the Administrative
Agent may reasonably require,



in each case within fifty-five (55) days following the date such Account Control Termination Notice
or, as the case may be, the date the Servicer, the Seller and/or any Originator so became aware.



Section 5.04 Covenants of the Servicer. Until the latest of the Facility Termination
Date or the date on which no Capital of or Yield on any Receivable Interest shall




 


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be outstanding and all other amounts owed by the Seller hereunder to the Investors or the
Administrative Agent are paid in full, the Servicer will provide to the Administrative Agent (in
multiple copies, if requested by the Administrative Agent) the following:




(a) as soon as available and in any event within 90 days after the end of each fiscal
year, a copy of the audited consolidated balance sheet of Greif, Inc. as at the end of
such year and the related consolidated statements of operations, retained earnings,
shareholders’ equity and cash flow for such year, setting forth in each case in
comparative form the corresponding consolidated figures for the previous fiscal year,
accompanied by the opinion of Ernst & Young LLP or another internationally recognized
independent certified public accounting firm (the “Independent Auditor”),
which opinion (i) shall state that such consolidated financial statements present fairly
in all material respects the consolidated financial position and results of operations of
Greif, Inc. and its Subsidiaries for the periods indicated in conformity with GAAP and
(ii) shall not be qualified or limited because of a restricted or limited examination or
in any other material respect. Such opinion shall be accompanied by a certificate of such
Independent Auditor setting forth a computation (which shall be in reasonable detail)
showing the calculation of each of the Financial Maintenance Covenants (as defined in the
Senior Credit Agreement);




(b) as soon as available and in any event within 45 days after the end of each of the
first three fiscal quarters of each fiscal year, a copy of the consolidated balance sheet
of Greif, Inc. as at the end of such quarter and the related consolidated statements of
operations, retained earnings and cash flow for the period commencing on the first day and
ending on the last day of such quarter, and the period from the beginning of the
respective fiscal year to the end of such quarter, setting forth in each case in
comparative form the corresponding consolidated figures for the
corresponding period in the previous fiscal year, accompanied by a certificate of the
chief financial officer, treasurer or assistant treasurer of Greif, Inc., which
certificate shall state that said consolidated financial statements fairly present in all
material respects, in accordance with GAAP (subject to ordinary, good faith year-end
adjustments and the absence of footnotes), the consolidated financial position and the
results of operations of Greif, Inc. and its Subsidiaries;




(c) concurrently with the delivery of the financial statements referred to in
paragraphs (ii) and (iii) above, (i) a Compliance Certificate (in the form set out as a
schedule to the Senior Credit Agreement but addressed to each Investor and the
Administrative Agent) executed by the chief financial officer, treasurer or assistant
treasurer of Greif, Inc. stating that (A) Greif, Inc. and its Subsidiaries are in
compliance with each of the financial covenants contained in the Senior Credit Agreement,
together with calculations (in reasonable detail) demonstrating compliance
with each Financial Maintenance Covenant;




(d) as soon as possible and in any event within five days after the Servicer becoming
aware of the occurrence of each Event of Termination or Potential Event of Termination, a
statement of the chief financial officer or treasurer of the Servicer setting forth
details of such Event of Termination or Potential Event of Termination and the action that
the Servicer has taken and proposes to take with respect thereto;


 


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(e) promptly after the sending or filing thereof, copies of all reports that Greif,
Inc. or any Originator sends to any of its security holders, and copies of all reports and
registration statements that such Originator or any of its Subsidiaries files with the SEC
or any national securities exchange;




(f) a notice containing the same notification, information and materials, and
accompanied by the same statements from the same Persons, required to be given pursuant to
Section 7.3(c) of the Senior Credit Agreement to the Administrative Agent under and as
defined in the Senior Credit Agreement,




(g) at least 30 days prior to any change in the name or jurisdiction of organization
of any Originator, a notice setting forth the new name or jurisdiction of organization and
the effective date thereof; and




(h) at the time of the delivery of any financial statements provided for in Sections
5.03(a) or (b), a certificate of the chief financial officer, the treasurer or an
assistant treasurer of the Servicer to the effect that, to the best of such officer’s
knowledge, no Event of Termination has occurred and is continuing or, if any Event of
Termination has occurred and is continuing, specifying the nature and extent thereof.



ARTICLE VI

ADMINISTRATION AND COLLECTION OF POOL RECEIVABLES




Section 6.01 Designation of Servicer. The servicing, administration and collection of
the Pool Receivables shall be conducted by the Servicer so designated hereunder from time to time.
Until the Administrative Agent gives notice to the Seller of the designation of a new Servicer
following the occurrence and during the continuance of a Servicer Default, Greif, Inc. is hereby
designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to
the terms hereof. The Administrative Agent at any time after the occurrence and during the
continuance of a Servicer Default may designate as Servicer any Person (including itself) to
succeed Greif, Inc. or any successor Servicer, if such Person shall consent and agree to the terms
hereof and, if so requested by the Administrative Agent, the obligations of such Person are
guaranteed pursuant to a servicer guaranty in a form acceptable to the Administrative Agent. The
Servicer may, with the prior consent of the Purchaser, subcontract with an Originator for the
servicing, administration or collection of the Pool Receivables. Any such subcontract shall not
affect the Servicer’s liability for performance of its duties and obligations pursuant to the terms
hereof.



Section 6.02 Duties of Servicer. (a) The Servicer shall take or cause to be taken all
such reasonable actions as may be necessary or advisable to collect each Pool Receivable from time
to time, all in accordance with applicable laws, rules and regulations, with reasonable care and
diligence, and in accordance with the Credit and Collection Policy. The Seller and the
Administrative Agent hereby appoint the Servicer, from time to time designated pursuant to Section
6.01, as agent for themselves and for the Investors to enforce their respective rights and
interests in the Pool Receivables, the Related Security and the related Contracts. In performing
its duties as Servicer, the Servicer shall exercise the same care and apply the same policies as
it would exercise and apply if it owned such Receivables and in any event with no less care than a
prudent person would exercise and apply if it owned such Receivables.


 


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(b) The Servicer shall administer the Collections in accordance with the procedures
described in Section 2.04. The Servicer shall not at any time apply in a manner
inconsistent with this Agreement any funds credited to a Lock-Box Account.




(c) If no Event of Termination shall have occurred and be continuing, Greif, Inc.,
while it is the Servicer, may, in accordance with the relevant Credit and Collection
Policy, extend the maturity or adjust the Outstanding Balance of any Receivable as Greif,
Inc. deems appropriate to maximize Collections thereof, or otherwise amend or modify the
terms of any Receivable, provided that the classification of any such Receivable as
a Defaulted Receivable shall not be affected by any such extension.




(d) The Servicer shall hold in trust for the Seller and each Investor, in accordance
with their respective interests, all documents, instruments and records (including, without
limitation, computer tapes or disks) which evidence or relate to Pool Receivables. The
Servicer shall mark the Seller’s master data processing records evidencing the Pool
Receivables with a legend, acceptable to the Administrative Agent, evidencing that
Receivable Interests therein have been sold.




(e) The Servicer shall, from time to time at the request of the Administrative Agent
(acting reasonably), furnish to the Administrative Agent (promptly after any such request)
a calculation of the amounts to be set aside for the Investors pursuant to Section 2.04.




(f) The Servicer shall use commercially reasonable efforts to provide to the
Administrative Agent or to cause the relevant Lock-Box Bank or Concentration
Account Bank to provide to the Administrative Agent, prior to 11.00 a.m. (New York city
time) on each Business Day, a written statement of the net balance credited to each
Lock-Box Account and the Concentration Account at the end of the immediately preceding
Business Day.




(g) The Servicer shall prepare and forward to the Administrative Agent, prior to 10.00
a.m. (New York time) on the fourth Business Day before the Settlement Date in any month,
the Monthly Report containing information relating to the Receivable Interests as at the
end of the immediately preceding Monthly Period. Upon the occurrence and during the
pendancy of any Event of Termination the Servicer shall, prior to 11:00 a.m. (New York
time) on each Business Day, prepare and forward to the Administrative Agent a Daily Report
containing information relating to the Receivables current as of the close of business at
the end of the second immediately preceding Business Day. For purposes of this Agreement,
the Daily Report that is prepared on the last Business Day of each month shall also
constitute the Monthly Report relating to the Receivable Interests outstanding on the last
day of the immediately preceding month (which Monthly Report shall be delivered to the
Administrative Agent no later than 4 Business Days prior to the Settlement Date in such
month (the “Monthly Report Date”)).



The Servicer hereby elects to transmit Servicer Reports to the Administrative Agent by
electronic mail (each an
“E-Mail Servicer Report”) provided, that (i) each E-Mail
Servicer Report shall be (A) formatted as the Administrative Agent may designate from time to time
(acting reasonably) and (B) sent to the Administrative Agent at an electronic mail




 


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address designated by the Administrative Agent, (ii) the Administrative Agent shall be authorized
to rely upon such E-Mail Servicer Report for purposes of this Agreement to the same extent as if
the contents thereof had been otherwise delivered to the Administrative Agent in accordance with
the terms of this Agreement and (iii) the Servicer shall by the close of business on each
Reporting Day send to the Administrative Agent by facsimile an executed copy of the applicable
Servicer Report.




(h) The Servicer shall (i) promptly notify the Administrative Agent, after giving
effect to any applicable grace periods, of any failure by it to make any payment required
of it hereunder or to perform its duties under Section 6.02(b), and (ii) notify the
Administrative Agent with reasonable promptness of any failure by it to perform any of
its other duties and obligations hereunder.



Section 6.03
Certain Rights of the Administrative Agent. (a) The Seller and the
Originators hereby agree and acknowledge that the Administrative Agent has exclusive control of
the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments. The
Administrative Agent may notify the Obligors of Pool Receivables, at any time after any Servicer
Default or Event of Termination has occurred that is at such time not cured or waived, of the
ownership of Receivable Interests under this Agreement. Any such notification, if made after a
Servicer Default or Event of Termination, shall be at the expense of the Seller.




(b) At any time after any Event of Termination has occurred that has not been cured
or waived:




(i) the Administrative Agent may provide the Shifting Instructions Notice (as defined
in the relevant Lock-Box Agreement, Concentration Account Control Agreement or Securities
Account Control Agreement) to the applicable Lock-Box Bank, Concentration Account Bank
and/or Securities Intermediary and/or direct each Lock-Box Bank, Concentration Account
Bank and/or Securities Intermediary to forward all amounts in any or all of the Lock-Box
Accounts, Concentration Account or Securities Account held by it to the Purchaser on a
daily basis or such other basis as is specified by the Administrative Agent.




(ii) The Administrative Agent may direct the Obligors of Pool Receivables that all
payments thereunder be made directly to the Administrative Agent or its designee.




(iii) At the Administrative Agent’s request and at the Seller’s expense, the Seller
shall notify each Obligor of Pool Receivables of the ownership of Receivable Interests
under this Agreement and direct that payments be made directly to the Administrative Agent
or its designee.




(iv) At the Administrative Agent’s request and at the Seller’s expense, the Seller
and the Servicer shall (A) assemble all of the documents, instruments and other records
(including, without limitation, computer tapes and disks) that evidence or relate to the
Pool Receivables and the related Contracts and Related Security, or that are otherwise
necessary or desirable to collect the Pool Receivables, and shall make the same available
to the Administrative Agent at a place selected by the Administrative Agent or its
designee, and (B) segregate all cash, checks and other instruments received by it from
time to time constituting Collections of Pool


 


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Receivables in a manner acceptable to the Administrative Agent and, promptly upon receipt,
remit all such cash, checks and instruments, duly endorsed or with duly executed
instruments of transfer, to the Administrative Agent or its designee.




(v) The Seller authorizes the Administrative Agent to take any and all steps in the
Seller’s name and on behalf of the Seller that are necessary, or desirable and reasonable,
in the determination of the Administrative Agent, to collect amounts due under the Pool
Receivables, including, without limitation, endorsing the Seller’s name on checks and other
instruments representing Collections of Pool Receivables and enforcing the Pool Receivables
and the Related Security and related Contracts.



Section 6.04
Rights and Remedies. (a) If the Servicer fails to perform any of its
obligations under this Agreement, the Administrative Agent may (but shall not be required to),
following notice to the Servicer, itself perform, or cause performance of, such obligation; and
the Administrative Agent’s costs and expenses incurred in connection therewith shall be payable by
the Servicer.




(b) The Seller and each Originator shall perform their respective obligations under
the Contracts related to the Pool Receivables to the same extent as if Receivable
Interests had not been sold and the exercise by the Administrative Agent on behalf of the
Investors of their rights under this Agreement shall not release the Servicer or the
Seller from any of their duties or obligations with respect to any Pool Receivables or
related Contracts. Unless otherwise expressly agreed in writing, neither the
Administrative Agent nor the Investors shall have any obligation or liability with respect
to any Pool Receivables or related Contracts, nor shall any of them be obligated to
perform the obligations of the Seller thereunder.



Section 6.05 Further Actions Evidencing Purchases. Each Originator agrees from time
to time, at its expense, to promptly execute and deliver all further instruments and documents,
and to take all further actions, that may be necessary or desirable, or that the Administrative
Agent may reasonably request, to perfect, protect or more fully evidence the Receivable Interests
purchased hereunder, or to enable the Investors or the Administrative Agent to exercise and
enforce their respective rights and remedies hereunder. Without limiting the foregoing, each
Originator will (i) upon the request of the Administrative Agent, execute (if necessary) and file
such financing or continuation statements, or amendments thereto, and such other instruments and
documents, that may be reasonably necessary or desirable, or that the Administrative Agent may
reasonably request, to perfect, protect or evidence such Receivable Interests; and (ii) mark its
master data processing records evidencing the Pool Receivables with a legend, acceptable to the
Administrative Agent, evidencing that Receivable Interests therein have been sold.



Section 6.06 Covenants of the Servicer and each Originator.




(a) Audits of the Servicer. The Servicer will, during regular business hours
as reasonably requested by the Administrative Agent on not less than 2 Business Days’
notice, permit the Administrative Agent, or its agents or representatives (including
independent public accountants, which may be the Servicer’s independent public
accountants) (i) to conduct periodic audits of the Receivables, the Related Security and
the related books and records and collections systems of the Servicer, (ii) to examine
and make copies of and abstracts from all books, records and documents (including,
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disks) in the possession or under the control of the Servicer relating to Pool Receivables
and the Related Security, including, without limitation, the Contracts, and (iii) to visit
the offices and properties of the Servicer for the purpose of examining such materials
described in clause (ii) above, and to discuss matters relating to Pool Receivables and
the Related Security or the Servicer’s performance hereunder with any of the officers of
the Servicer having knowledge of such matters.




(b) Change in Credit and Collection Policy. No Originator or the Servicer
will make any change in the Credit and Collection Policy that would impair or delay in any
material respect the collectibility of the Pool Receivables taken as a whole or the ability
of the Servicer to perform its obligations under this Agreement. In the event that any
Originator or the Servicer makes any change to the Credit and Collection Policy, it shall,
contemporaneously with such change, provide the Administrative Agent with an updated Credit
and Collection Policy and a summary of all material changes.




(c) “Agreed Upon Procedures”. As soon as available and in any event within
120 days after the end of each fiscal year of each Originator, and in addition as soon as
available upon the request of the Administrative Agent at any time after the occurrence of
an Event of Termination that has not been waived or cured, the Servicer shall provide to
the Administrative Agent (at the Seller’s expense) an “agreed upon procedures” report from
an independent accounting firm acceptable to the Administrative Agent, on a scope and in a
form reasonably requested by the Administrative Agent, with respect to the Receivables, the
Credit and Collection Policies, the Seller’s and Servicer’s performance of its obligations
hereunder, the Originators’ performance of their respective obligations under the Sale and
Contribution Agreement and the Collections.



Section 6.07 Indemnities by the Servicer. Without limiting any other rights that the
Administrative Agent, any Investor or Scaldis Capital Limited (each, a “Special Indemnified
Party”) may have hereunder or under applicable law, and in consideration of its appointment as
Servicer, the Servicer hereby agrees to indemnify each Special Indemnified Party from and against
any and all claims, losses and liabilities (including reasonable attorneys’ fees) (all of the
foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of
or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts to the
extent found in a final non-appealable judgment of a court of competent jurisdiction to have
resulted from gross negligence or willful misconduct on the part of such Special Indemnified Party,
(b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured
by income incurred by such Special Indemnified Party arising out of or as a result of this
Agreement or the ownership of Receivable Interests or in respect of any Receivable or any
Contract):




(i) any representation made or deemed made by the Servicer pursuant to Section
4.02 hereof which shall have been incorrect in any respect when made;




(ii) the failure by the Servicer to comply with any applicable law, rule or regulation
with respect to any Pool Receivable or Contract; or the failure of any Pool Receivable or
Contract to conform to any such applicable law, rule or regulation;




(iii) the failure to have filed, or any delay in filing, financing statements or
other similar instruments or documents under the UCC of any applicable




 


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jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in,
the Receivables Pool, the Contracts and the Related Security and Collections in respect thereof,
whether at the time of any purchase or at any subsequent time;




(iv) any failure of the Servicer to perform its duties or obligations in accordance with the
provisions of this Agreement;




(v) the commingling of Collections of Pool Receivables at any time by the Servicer with other
funds;




(vi) any action or omission by the Servicer reducing or impairing the rights of the Investors
with respect to any Pool Receivable or the value of any Pool Receivable; or



(vii) any claim brought by any Person other than a Special Indemnified Party arising from any
activity by the Servicer or its Affiliates in servicing, administering or collecting any
Receivable;



(viii) any costs, disbursements and expenses of any kind or of any nature whatsoever
(including, without limitation, reasonable attorneys’, consultants’ and experts’ fees and
disbursements actually incurred in investigating, defending, settling or prosecuting any claim,
litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded
against a Special Indemnified Party, and arising directly or indirectly from or out of: (i)
noncompliance with any local, state or federal law, rule, regulation, policy, guideline, permit,
authorization or the like pertaining to the regulation of protection of human health or safety,
natural resources or the environment (including but not limited to the regulation or remediation of
Hazardous Substances as defined below) (collectively,
“Environmental Laws”), all as amended,
relating to or affecting the Receivables or the purchase of Receivable Interests pursuant to this
Agreement, whether or not caused by or within the control of the Servicer or (ii) the presence,
release or threat of release of any hazardous, toxic or harmful substances, wastes, materials,
pollutants or contaminants (including, without limitation, asbestos, polychlorinated biphenyls,
petroleum products, radon, lead-based paint, flammable explosives, radioactive materials,
infectious substances or raw materials which include hazardous constituents) or any other
substances or materials which are included under or regulated by Environmental Laws (collectively,
“Hazardous Substances”), in a manner affecting all or any portion of the Receivables,
regardless of whether or not caused by or within the control of the Servicer;




(ix) any Reimbursable Amounts paid by the Administrative Agent;




(x) (A) the confidentiality provisions included in any Impaired Eligible Receivable described
in clause (a) of the definition thereof, (B) the indebtedness due from an Originator to the
Obligor under any Impaired Eligible Receivable described in clause (b) of the definition thereof
or (C) any provision in an Eligible Receivable or the related Contract which purports to give the
Obligor the right thereunder to consent to the transfer, sale or assignment of the related rights
and duties of the Originator thereof (except to the extent that such Originator has obtained such
consent);




(xi) the characterization in any Servicer Report or other written statement made by or on
behalf of the Seller of any Receivable as an Eligible


 


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Receivable or as included in the Net Receivables Pool Balance which, as of the date of such
Servicer Report or other statement, is not an Eligible Receivable or should not be included
in the Net Receivables Pool Balance; or




(xii) any breach by the Servicer of its representation in Section 4.02(j).



ARTICLE VII

EVENTS OF TERMINATION




Section 7.01
Events of Termination. If any of the following events
(“Events of
Termination”) shall occur and be continuing:




(a) The Servicer (i) shall fail to perform or observe any term, covenant or agreement
under this Agreement (other than as referred to in clause (ii) or (iii) of this subsection
(a)) and such failure shall remain unremedied for three Business Days; provided, however,
that no grace period shall be available in respect of any failure by the appropriate party
to perform or observe any term or covenant set forth in Section 5.03, Section 5.04(d) or
Section 6.02, (ii) shall fail to make when due any payment or deposit to be made by it
under this Agreement and such failure shall remain unremedied for one Business Day;
provided, however, that no such grace period shall be available if Greif, Inc. is not then
rated at least the Relevant Grade or (iii) shall fail to perform the covenant listed in
Section 5.04(e) and such failure shall remain unremedied for 30 days after written notice
thereof shall have been given to the Servicer by the Administrative Agent; or




(b) The Seller shall fail to make any payment required under Section 2.04(c) or
within three (3) Business Days the same becomes due; or




(c) Any representation or warranty made or deemed made by the Seller, the Originators
or the Servicer (or any of their respective officers) under or in connection with this
Agreement or any other Transaction Document or any information or report delivered by
the Seller or the Servicer pursuant to this Agreement or any other Transaction Document
shall prove to have been incorrect or untrue in any material respect when made or deemed
made or delivered and shall remain unremedied for 30 days after written notice thereof
shall have been given to the Seller, any Originator or the Servicer by the Administrative
Agent; or




(d) The Seller or any Originator (i) shall fail to perform or observe in any material
respect any other term, covenant or agreement contained in this Agreement on its part
(other than as referred to in clause (ii) of this subsection (d)) to be performed or
observed and any such failure remains unremedied for 10 days or (ii) shall fail to perform
the covenant listed in Section 5.01(j)(v) and such failure remains unremedied for 30 days
after written notice thereof has been given to the Seller or any Originator by the
Administrative Agent; or




(e) (i) The Seller or any Originator, or any Significant Subsidiary (as such term is
defined in the Senior Credit Agreement) (collectively, with the Seller and any Originator,
the “Specified Companies” and each a
“Specified Company”) shall fail to make any
payment in respect of any one or more issues of Debt or Contingent Obligation having an
aggregate principal of more than the Dollar Equivalent amount of U.S.$20,000,000 beyond
the period of grace, if any, provided


 


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in the instrument or agreement under which such Debt or Contingent Obligation was created or by
which it is governed or (ii) any Specified Company shall fail to perform or observe any term,
condition or covenant (including, without limitation, failure by Greif, Inc. to perform or observe
any financial covenant under the Senior Credit Agreement, where such failure is continuing and has
not been remedied or waived in accordance with the terms of the Senior Credit Agreement) or any
other event shall occur or condition exist, under any agreement or instrument relating to any Debt
or Contingent Obligation, if the effect of such failure, event or condition is to cause or to
permit the holder or holders of such Debt or beneficiary or beneficiaries of such Debt or
Contingent Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause (with or without notice or passage of time or both), such Debt declared to
be due and payable prior to its stated maturity or to require any of Greif Inc. or any of its
Subsidiaries to redeem or purchase, or offer to redeem or purchase, all or any portion of such
Debt, or any such Debt shall be required to be prepaid (other than by a regularly scheduled
required prepayment or redemption) prior to the stated maturity thereof or such Contingent
Obligation to become payable or cash collateral in respect thereof to be demanded;
provided, however, that the aggregate amount of all such Debt or Contingent
Obligations for all Specified Companies so affected and cash collateral so required shall be in a
Dollar Equivalent amount of U.S.$20,000,000 or more; or




(f) Any purchase pursuant to this Agreement shall for any reason (other than pursuant to the
terms hereof) cease to create, or any Receivable Interest shall for any reason cease to be, a valid
and perfected first priority undivided percentage ownership interest to the extent of the pertinent
Receivable Interest in the Pool Receivables and the Related Security and Collections with respect
thereto; or the security interest created pursuant to Section 2.11 shall for any reason cease to be
a valid and perfected first priority security interest in the collateral security referred to in
that section; or




(g) Any Specified Company shall generally not pay its debts as such debts become due, or shall
admit in writing its inability to pay its debts generally, or shall make a general assignment for
the benefit of creditors; or any proceeding shall be instituted by or against the Specified Company
seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking
the entry of an order for relief or the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its property and, in the case of any such
proceeding instituted against it (but not instituted by it), either such proceeding shall remain
undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief against, or the appointment of a
receiver, trustee, custodian or other similar official for, it or for any substantial part of its
property) shall occur; or the Specified Company shall take any corporate action to authorize or
consent to any of the actions set forth above in this subsection (g); or




(h) As of the last day of any Monthly Period either (i) the Default Ratio Current Month shall
exceed 5.75% or (ii) the Default Ratio Rolling Average shall exceed 5.25%; or


 


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(i) As of the last day of any Monthly Period either (i) the Delinquency Ratio Current
Month shall exceed 15% or (ii) the Delinquency Ratio Rolling Average shall exceed 12.50%;
or




(j) As of the last day of any Monthly Period the Dilution Ratio Current Month shall
exceed 2%; or




(k) As of the last day of any Monthly Period the Loss Horizon Ratio shall exceed 2.5;
or




(l) Any provision of any Transaction Document for any reason (i) ceases to be valid
and binding upon the Seller, the Servicer, any Originator or any Depositary, or (ii) the
Seller, the Servicer or any Originator shall seek to repudiate, revoke or cancel any
Transaction Document to which it is a party for any reason, or (iii) any Depositary shall
seek to repudiate, revoke or cancel any Account Control Agreement by reason of any alleged
breach by the Seller or any Originator of any Account Control Agreement to which it is a
party; or




(m) A Servicer Default shall occur and be continuing; or




(n) The Net Receivables Pool Balance shall on any Business Day be less than the sum
of the aggregate outstanding Capital plus the Discount Protection Amount on all Receivable
Interests and (i) if Greif, Inc. is rated at least the Relevant Grade, such failure shall
not be remedied within three Business Days or (ii) if Greif, Inc. is not rated at least
the Relevant Grade, such failure shall not be remedied within one Business Day; or




(o) An “Event of Termination” or “Facility Termination Date” shall occur under the
Sale and Contribution Agreement, or the Sale and Contribution Agreement shall cease to be
in full force and effect; or




(p) A Change of Control shall occur, or




(q) Greif, Inc.’s long term senior secured debt securities shall be rated less than
B+ by S&P or B1 by Moody’s (a “Ratings
Downgrade”) and 30 days have elapsed from the date
of such Ratings Downgrade or, if Greif, Inc. does not have long term senior secured debt
ratings from both S&P and Moody’s, Greif, Inc. is judged by the Administrative Agent, in
its sole discretion, to be of credit quality less than the equivalent (with respect to
each missing rating) of B+ by S&P and Bl by Moody’s and 30 days have elapsed from the date
such judgment is delivered by the Administrative Agent to the Seller,



then, and in any such event the Investor or the Administrative Agent may by written notice to the
Seller declare the Facility Termination Date to have occurred (in which case the Facility
Termination Date shall be deemed to have occurred); provided, that, automatically upon the
occurrence of any event (without any requirement for the passage of time or the giving of notice)
described in paragraph (g) of this Section 7.01, the Facility Termination Date shall occur, Greif,
Inc. (if it is then serving as the Servicer) shall cease to be the Servicer, and the Administrative
Agent or its designee shall become the Servicer. Upon any such declaration or designation or upon
such automatic termination, the Investors and the Administrative Agent shall have, in addition to
the rights and remedies which they may have under this




 


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Agreement, all other rights and remedies provided after default under the UCC and under other
applicable law, which rights and remedies shall be cumulative.



ARTICLE VIII

THE AGENT




Section 8.01 Authorization and Action. Each Investor hereby appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement as are delegated to the Administrative Agent by the terms hereof, together
with such powers as are reasonably incidental thereto.



Section 8.02
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent
nor any of its directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them as Administrative Agent under or in connection with this
Agreement (including, without limitation, the Administrative Agent’s servicing, administering or
collecting Pool Receivables as Servicer), except for its or their own gross negligence or willful
misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (a) may
consult with legal counsel (including counsel for the Seller and the Servicer), independent
certified public accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (b) makes no warranty or representation to any Investor (whether
written or oral) and shall not be responsible to any Investor for any statements, warranties or
representations (whether written or oral) made in or in connection with this Agreement; (c) shall
not have any duty to ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement on the part of the Seller or the Servicer or to
inspect the property (including the books and records) of the Seller or the Servicer; (d) shall
not be responsible to any Investor for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other instrument or document furnished
pursuant hereto; and (e) shall incur no liability under or in respect of this Agreement by acting
upon any notice (including notice by telephone), consent, certificate or other instrument or
writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by
the proper party or parties.



ARTICLE IX

INDEMNIFICATION




Section 9.01 Indemnities by the Seller. Without limiting any other rights that the
Administrative Agent, the Investors or Scaldis Capital Limited (each, an “Indemnified
Party”) may have hereunder or under applicable law, the Seller hereby agrees to indemnify each
Indemnified Party from and against any and all claims, losses and liabilities (including reasonable
attorneys’ fees) (all of the foregoing being collectively
referred to as “Indemnified Amounts”)
arising out of or resulting from this Agreement or the other Transaction Documents or the use of
proceeds of purchases or the ownership of Receivable Interests or in respect of any Receivable or
any Contract, excluding, however, (a) Indemnified Amounts to the extent found in a final
non-appealable judgment of a court of competent jurisdiction to have resulted from gross negligence
or willful misconduct on the part of such Indemnified Party, (b) recourse (except as otherwise
specifically provided in this Agreement) for uncollectible Receivables or (c) any income taxes
incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership
of




 


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Receivable Interests or in respect of any Receivable or any Contract. Without limiting or being
limited by the foregoing, the Seller shall pay within 30 days of demand to each Indemnified Party
any and all amounts necessary to indemnify such Indemnified Party from and against any and all
Indemnified Amounts relating to or resulting from any of the following:




(i) any representation or warranty or statement made or deemed made by the Seller (or
any of its officers) under this Agreement or any of the other Transaction Documents or any
certificate or document or report (including emails and other electronic form) delivered
pursuant to this Agreement or any of the other Transaction Documents which shall have been
incorrect in any material respect when made;




(ii) the failure by the Seller or any Originator to comply with any applicable law,
rule or regulation with respect to any Pool Receivable or the related Contract; or the
failure of any Pool Receivable or the related Contract to conform to any such applicable
law, rule or regulation;




(iii) the failure to vest in the Investors, (a) a perfected undivided percentage
ownership interest, to the extent of each Receivable Interest, in the Receivables in, or
purporting to be in, the Receivables Pool and the Related Security and Collections in
respect thereof, or (b) a perfected security interest as provided in Section 2.11, in each
case free and clear of any Adverse Claim;




(iv) the failure to have filed, or any delay in filing, financing statements or other
similar instruments or documents under the UCC of any applicable jurisdiction or other
applicable laws with respect to any Receivables in, or purporting to be in, the
Receivables Pool and the Related Security and Collections in respect thereof, whether at
the time of any purchase or at any subsequent time;




(v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the
Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the
Receivables Pool (including, without limitation, a defense based on such Receivable or the
related Contract not being a legal, valid and binding obligation of such Obligor
enforceable against it in accordance with its terms), or any other claim resulting from the
sale of the goods or services related to such Receivable or the furnishing or failure to
furnish such goods or services or relating to collection activities with respect to such
Receivable (if such collection activities were performed by the Seller or any of its
Affiliates acting as Servicer);




(vi) any failure of the Seller to perform its duties or obligations in accordance with
the provisions hereof or to perform its duties or obligations under the Contracts;




(vii) any products liability or other claim arising out of or in connection with
goods or services which are the subject of any Contract;




(viii) the commingling of Collections of Pool Receivables at any time with other
funds;


 


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(ix) any investigation, litigation or proceeding related to this Agreement or the use
of proceeds of purchases or the ownership of Receivable Interests or in respect of any
Receivable or Related Security or Contract;




(x) any failure of the Seller to comply with its covenants contained in this
Agreement or any other Transaction Document in all material respects; or




(xi) any claim brought by any Person other than an Indemnified Party arising from any
activity by the Seller or any Affiliate of the Seller in servicing, administering or
collecting any Receivable.



ARTICLE X

MISCELLANEOUS




Section 10.01 Amendments, Etc. No amendment or waiver of any provision of this
Agreement or consent to any departure by the Seller therefrom shall be effective unless in a
writing signed by the Administrative Agent, as agent for the Investors (and, in the case of any
amendment, also signed by the Seller), and then such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given; provided,
however, that no amendment, waiver or consent shall, unless in writing and signed by the Servicer
in addition to the Administrative Agent, affect the rights or duties of the Servicer under this
Agreement; and provided, further, that no prospective amendment, waiver or consent which purports
to (i) waive an Event of Termination, (ii) increase any of the percentages specified in Section
7.01 (h), (i) or (j), (iii) increase the percentages in the definition of “Concentration Limit”,
(iv) amend or waive Sections 4.01(f) or 4.01(q) through (u), or (v) effect any other material
changes to this Agreement, shall be effective without prior written confirmation from each Rating
Agency then providing a rating on the credit exposure represented by the Receivable Interests (a
“Relevant Rating”) that such amendment, waiver or consent will not cause its then current Relevant
Rating to be reduced or withdrawn. No failure on the part of the Investors or the Administrative
Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The Servicer shall provide to each
Rating Agency then providing a Relevant Rating prompt written notice of any amendment, waiver or
consent hereto or hereunder.



Section 10.02 Notices, Etc. All notices and other communications hereunder shall,
unless otherwise stated herein, be in writing (which shall include facsimile communication) and
faxed or delivered, to each party hereto, at its address set forth under its name on the signature
pages hereof (or, in the case of an Additional Originator, at its address set out in its Accession
Agreement) or at such other address as shall be designated by such party in a written notice to
the other parties hereto. Notices and communications by facsimile shall be effective when sent
(and shall be followed by hard copy sent by regular mail), and notices and communications sent by
other means shall be effective when received.



Section 10.03
Assignability; Additional Originator. (a) This Agreement; and the
Investors’ rights and obligations herein (including ownership of each Receivable Interest) shall be
assignable by the Investors and their successors and assigns to an Eligible Assignee or any other
party which is acceptable to the Administrative Agent and reasonably acceptable to Greif, Inc. as
evidenced by Greif, Inc.’s written consent to the designation of




 


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such party as an assignee (such consent not to be unreasonably delayed or withheld). Each assignor
of a Receivable Interest or any interest therein shall notify the Administrative Agent and the
Seller of any such assignment. Each assignor of a Receivable Interest or any interest therein may,
in connection with the assignment or participation, disclose to the assignee or participant any
information relating to the Seller or any Originator, including the Receivables, furnished to such
assignor by or on behalf of the Seller or by the Administrative Agent, provided that the assignee
or participant has agreed to maintain the confidentiality of such information on substantially the
terms of Section 10.09(b).




(b) The rights and obligations of the Administrative Agent under this Agreement shall
be assignable by the Administrative Agent to an Eligible Assignee (subject, in the case of
an assignment to an Eligible Assignee described in clause (iv) of the definition thereof,
to obtaining the consent from Greif, Inc. required thereby).




(c) The Seller, the Servicer and the Originators may not assign their respective
rights or obligations hereunder or any interest herein without the prior written consent
of the Administrative Agent.




(d) Any Subsidiary of Greif, Inc. shall have the right to become an Additional
Originator upon at least 60 Business Days’ prior notice to the Seller, each Investor and
the Administrative Agent and subject to the fulfillment of the following conditions
precedent to the satisfaction of the Administrative Agent:




(i) such Subsidiary shall be a corporation or limited liability company incorporated
or organized (as the case may be) under the laws of one of the United States of America;




(ii) such Subsidiary shall have executed and delivered to the Administrative Agent
(1) an accession agreement substantially in the form of Annex H hereto (an “Accession
Agreement”) and (2) a fully executed Accession Agreement (as defined in the Sale and
Contribution Agreement);




(iii) each Investor and the Administrative Agent shall have received one or more
opinions, each in form, substance and scope satisfactory to it, from one or more counsel
to such Subsidiary acceptable, in its reasonable judgment, to the Purchaser and the
Administrative Agent;




(iv) such Subsidiary shall have delivered to the Administrative Agent, with respect to
such Subsidiary as an Originator, each of the copies, certifications and other evidence
required under paragraphs (a), (b), (c), (d), (i), (j), (k), (l) and (m) of Section 3.01
(in the case of paragraphs (j) and (k) thereof, the certificates required thereby shall be
from the equivalent officials in the state of incorporation or organization of such
Subsidiary) all relating to such Subsidiary;




(v) such Subsidiary shall have delivered to the Administrative Agent such fully
executed Lock Box Agreements as shall be deemed necessary or advisable by the
Administrative Agent in relation to Collections on Originator Receivables created or to be
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(vi) such UCC and other filings with respect to the receivables and other assets to be
sold by such Subsidiary pursuant to this Agreement have been made to the reasonable
satisfaction of the Administrative Agent;




(vii) such Subsidiary shall have become a member of the Seller on the terms and
subject to the conditions of the LLC Agreement;




(viii) such Subsidiary shall have satisfied each condition precedent to the Sale and
Contribution Agreement to its accession as an Additional Seller to such agreement (other
than paragraph (c)(vii) of Section 8.03 of such agreement); and




(ix) each Rating Agency shall have confirmed that the accession of such Subsidiary as
an Additional Seller shall not adversely affect the then current ratings of the
Purchaser’s commercial paper notes.



Upon satisfaction of such conditions precedent, such Subsidiary shall be an Additional
Originator and a party to this Agreement in such capacity for all purposes hereunder.



Section 10.04
Participations. Any Investor (each, a “Participator”) may grant to any
one or more financial institutions (each, a “Participant”), on a participating basis but not as a
party to this Agreement, a participation or participations in all or any part of such
Participator’s rights and benefits under this Agreement or any other Transaction Document. In the
event of any such grant by a Participator of a participating interest to a Participant, such
Participator’s obligations under this Agreement to the other parties under this Agreement shall
remain unchanged, such Participator shall remain solely responsible for the performance thereof,
and the Seller, Servicer and Originators shall continue to deal solely and directly with such
Participator in connection with such Participator’s rights and obligations under this Agreement.
Each of the Seller, Servicer and Originators agrees that each Participant shall, to the extent of
its participation, be entitled to the benefits of Sections 2.08, 2.09 and 2.10 hereof as if such
Participant were an Investor hereunder; provided, however, that each of the Seller, Servicer and
Originators shall not be required to pay any greater amount to any Participant under this
Agreement than it would have been required to pay to the Participator granting such participation
if such participation had not been granted, unless each of the Seller, Servicer and Originators
shall have approved in writing the grant of such participation, provided, further, however, that
in any event each of the Seller, Servicer and Originators shall be obligated to pay to such
Participator amounts equal to the amounts such Participator is entitled to receive under this
Agreement. No Participant shall have the right to consent to any amendment to, or waiver of, any
provision of this Agreement.



Section 10.05 Costs, Expenses and Taxes. In addition to the rights of indemnification
granted under Section 9.01 hereof, the Seller agrees to pay on demand all reasonable costs and
expenses incurred by the Administrative Agent, any Investor or their respective Affiliates in
connection with the preparation, execution, delivery and administration (including periodic
auditing and the other activities contemplated in Section 5.02) of this Agreement, the Sale and
Contribution Agreement and the other documents and agreements to be delivered hereunder, including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent, the Purchaser and their respective Affiliates with respect thereto and with
respect to advising the Administrative Agent, the Purchaser and their respective Affiliates as to
their rights and remedies under this Agreement, and all costs and expenses, if any (including
reasonable counsel fees and




 


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expenses), of the Administrative Agent, the Investors and their respective Affiliates, in
connection with the enforcement of this Agreement and the other documents and agreements to be
delivered hereunder.



Section 10.06 No Proceedings. Each of the Seller, the Administrative Agent, the
Servicer, each Investor, each assignee of a Receivable Interest or any interest therein and each
entity which enters into a commitment to purchase Receivable Interests or interests therein hereby
agrees that it will not institute against the Administrative Agent and each Investor, or join any
other Person in instituting against, the Purchaser any proceeding of the type referred to in
Section 7.01(g) so long as any commercial paper or other senior indebtedness issued by the
Purchaser, any Investor or Scaldis Capital Limited shall be outstanding or there shall not have
elapsed one year plus one day since the last day on which any such commercial paper or other
senior indebtedness shall have been outstanding.



Section 10.07 Limited Recourse. Notwithstanding anything to the contrary contained in
this Agreement, the obligations of the Purchaser under this Agreement are solely the corporate
obligations of the Purchaser, and shall be payable by the Purchaser solely as provided in this
Agreement. The Seller and the Originators agree that the Purchaser shall only be required to pay
any expenses, indemnities or other liabilities that it may incur under this Agreement, including,
without limitation, amounts payable pursuant to Section 10.05, or any fees, expenses, indemnities
or other liabilities under any other Transaction Document only to the extent the Purchaser has
available funds; provided, however, if the Purchaser has insufficient funds to make all payments
required by this Agreement to the Seller, the Seller shall not be excused from the performance of
its obligations under this Agreement. In addition, no amount owing by the Purchaser hereunder in
excess of the liabilities that the Purchaser is required to pay in accordance with the preceding
sentence shall constitute a claim (as defined in Section 101 to Title 11 of the United States Code)
against the Purchaser. No recourse shall be had for the payment of any amount owing hereunder or
for the payment of any fee hereunder or any other obligation of or claim against, the Purchaser,
arising out of or based upon this Agreement, against any employee, officer, member or manager of
the Purchaser or any affiliate thereof.



Section 10.08 Maximum Interest. It is the intention of the parties hereto to conform
strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the
obligations of any party to any other party under this Agreement shall be subject to the
limitation that payments of interest shall not be required to the extent that receipt or charging
thereof would be contrary to provisions of law applicable to the party charging interest limiting
rates of interest which may be charged or collected by such party. Accordingly, if the
transactions contemplated hereby would be usurious under applicable law (including the Federal and
state laws of the United States of America, or of any other jurisdiction whose laws may be
mandatorily applicable) with respect to the party charging interest, then, in that event,
notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the
provisions of this Section shall govern and control; (b) the aggregate of all consideration which
constitutes interest under applicable law that is contracted for, charged or received under this
Agreement, or under any of the other aforesaid agreements or otherwise in connection with this
Agreement by such party shall under no circumstances exceed the maximum amount of interest allowed
by applicable law (such maximum lawful interest rate, if any, with respect to such party herein
called the “Highest Lawful Rate”), and any excess shall be credited to the other party by such
party (or, if such consideration shall have been paid in full, such excess refunded to such other
party); (c) all




 


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sums paid, or agreed to be paid, to such party for the use, forbearance and detention of the
amounts owed under this Agreement by such other party to such party hereunder shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term
of such amounts owed under this Agreement until payment in full so that the actual rate of
interest is uniform throughout the full term thereof; and (d) if at any time the interest provided
pursuant to this Agreement together with any other fees payable pursuant to this Agreement and
deemed interest under applicable law, exceeds that amount which would have accrued at the Highest
Lawful Rate, the amount of interest and any such fees to accrue to such party pursuant to this
Agreement shall be limited, notwithstanding anything to the contrary in this Agreement to that
amount which would have accrued at the Highest Lawful Rate, but any reductions in the interest
otherwise provided pursuant to this Agreement, as applicable, shall be carried forward and
collected in periods in which the amount of interest accruing otherwise pursuant to this Agreement
shall be less than the Highest Lawful Rate until the total amount of interest (including such fees
deemed to be interest) accrued pursuant to this Agreement equals the amount of interest which
would have accrued to such party if a varying rate per annum equal to the Alternate Base Rate had
at all times been in effect, plus the amount of fees which would have been received but
for the effect of this Section.



Section 10.09
Confidentiality. (a) The Seller, each Originator and the Servicer each
agrees to maintain the confidentiality of this Agreement, and of related non-public information
provided to it in connection with this Agreement, in communications with third parties and
otherwise; provided that this Agreement and related non-public information relating hereto may be
disclosed by any of them (i) to third parties to the extent such disclosure is made pursuant to a
written agreement of confidentiality in form and substance reasonably satisfactory to the
Administrative Agent, (ii) to the legal counsel and auditors of the Seller and the Servicer if they
agree to hold it confidential and (iii) to the extent required by applicable law or regulation or
by any court, regulatory body or agency having jurisdiction over such party; and provided, further,
that no such party shall have any obligation of confidentiality in respect of any information which
may be generally available to the public or becomes available to the public through no fault of
such party.




(b) The Administrative Agent and each of the Investors agrees to maintain the
confidentiality of this Agreement, and of related non-public information provided to it
in connection with this Agreement, in communications with third parties and otherwise;
provided that this Agreement and non-public information relating hereto may be
disclosed by any of them (i) to third parties to the extent such disclosure is made
pursuant to a written agreement of confidentiality in form and substance reasonably
satisfactory to the Servicer, (ii) to the legal counsel and auditors of the
Administrative Agent or any Investor if they agree to hold it confidential, (iii) to any
Rating Agency, or (iv) to the extent required by applicable law or regulation or required
or requested by any court, regulatory body or agency having jurisdiction over such party;
and provided, further, that no such party shall have any obligation of
confidentiality in respect of any information which may be generally available to the
public or becomes available to the public through no fault of such party.



Section 10.10 Disclosure of Tax Treatment. Notwithstanding anything to the contrary
contained in this Agreement or any other Transaction document, all persons may disclose to any and
or persons, without limitation of any kind, the United States federal income tax treatment of the
transactions contemplated by this Agreement and the other




 


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Transaction Documents, any fact relevant to understanding the United States federal tax treatment
thereof, and all materials of any kind (including opinions or other tax analyses) relating to such
United States federal tax treatment; provided, that no person may disclose the name of or
identifying information with respect to any party identified herein or in the Transaction
Documents or any pricing terms or other non public business or financial information that is
unrelated to the purported or claimed United States federal income tax treatment of the
transaction and is not relevant to understanding the purported or claimed United States federal
income tax treatment of the transaction, without the prior consent of the Seller and the
Administrative Agent.



Section 10.11 GOVERNING LAW. THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION
5-1401
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS
PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION,
EXCEPT TO THE EXTENT THAT, PURSUANT TO THE UCC OF THE STATE OF NEW YORK, THE PERFECTION AND THE
EFFECT OF PERFECTION OR NON-PERFECTION OF THE INTERESTS OF THE INVESTORS IN THE RECEIVABLES AND
THE SALE AND CONTRIBUTION AGREEMENT ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK.



Section 10.12 Execution in Counterparts. This Agreement 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
when taken together shall constitute one and the same agreement.



Section 10.13 Survival of Termination. The provisions of Sections 2.08, 2.09, 2.10,
6.07, 9.01, 10.05, 10.06, 10.07, 10.10, 10.11, 10.14 and 10.15 shall survive any termination of
this Agreement.



Section 10.14 Consent to Jurisdiction. (a) Each party hereto hereby irrevocably
submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New
York City in any action or proceeding arising out of or relating to this Agreement, and each party
hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be
heard and determined in such New York State court or, to the extent permitted by law, in such
Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may
effectively do so, the defense of an inconvenient forum to the maintenance of such action or
proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.




(b) Each of the Seller, the Servicer, each Originator and the Administrative Agent
consents to the service of any and all process in any such action or proceeding by the
mailing or delivery of copies of such process to it at its address specified in Section
10.02. Nothing in this Section 10.14 shall affect the right of the Investors or the
Administrative Agent to serve legal process in any other manner permitted by law.



Section 10.15 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE




 


-62-









 







LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED OR DELIVERED PURSUANT HERETO.



[Remainder of page left intentionally blank]



 


-63-









 





IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 	 	 
	SELLER:	 	GREIF RECEIVABLES FUNDING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert S. Zimmermann
 

Title: Treasurer
	 	 
	 
	 	 	 	 	 	 
	 	 	Greif Receivables Funding LLC

c/o The Corporation Trust Company 

The Corporation Trust Center 

1209 Orange Street 

Wilmington, Delaware 19801

Attention: CT Corp 

Facsimile No: +1 216 621 4059	 	 
	 
	 	 	 	 	 	 
	GI ORIGINATOR AND SERVICER:	 	GREIF, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert S. Zimmermann	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	Greif, Inc.

425 Winter Road

Delaware, OH 43015

United States of America

Attention: Treasurer

Facsimile No: +1 740 549 6102
	 	 
	 
	 	 	 	 	 	 
	 	 	With a copy to the General Counsel at Greif, Inc.:

425 Winter Road

Delaware, OH 43015

United States of America	 	 






 


-64-









 





	 	 	 	 	 	 	 
	GCI ORIGINATOR:	 	GREIF CONTAINERS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert S. Zimmermann	 	 
	 

	 	 	 	 

Title: Treasurer
	 	 
	 	 	 

425 Winter Road

Delaware, OH 43015

United States of America

Attention: Treasurer

Facsimile No: +1 740 549 6102	 	 
	 
	 	 	 	 	 	 
	GLCC ORIGINATOR:	 	GREAT LAKES CORRUGATED CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert S. Zimmermann	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	425 Winter Road

Delaware, OH 43015

United States of America

Attention: Treasurer

Facsimile No: +1 740 549 6102	 	 
	 
	 	 	 	 	 	 
	INVESTOR:	 	SCALDIS CAPITAL LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert S. Zimmermann	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title: Director of the sole member,

Scaldis Capital Limited	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	c/o Lord Securities Corporation

2 Wall Street

New York, NY 10005

Facsimile No: +212 346 9012	 	 






 


-65-









 





	 	 	 	 	 	 	 	 
	ADMINISTRATIVE AGENT:	 	FORTIS BANK S.A./N.V., as Administrative Agent	 	 	 
	 
	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/
Noël Keppens	 	/s/ Matthijs Van Der Want	 
	 

	 	 	 	 	 
	 

	 	 	 	Title: Deputy Director	 	Director of Financial Management

Financial Markets	 
	 
	 	 	 	 	 	 	 
	 	 	 	 	c/o MeesPierson Trust B.V.

Herengracht 548

1017 CG Amsterdam

The Netherlands

Attention: Ms Erika Vlug

Facsimile No: +31 20 527 4150	 








 


-66-











 




SCHEDULE I




Account Banks and Account Numbers




	 	 	 
	Lock-Box Banks for purposes of Collections	 	 
	originated by the GI Originator	 	Account Nos.
	 
	 	 
	1. [***]

	 	Lock-Box Accounts:

[***]

[***]

[***]






	 	 	 
	Lock-Box Bank for purposes of Collections	 	 
	originated by the GLCC Originator	 	Account No.
	 
	 	 
	[***]

	 	Lock-Box Account:

[***]






	 	 	 
	Concentration Account	 	Account No.
	 
	 	 
	[***]

	 	Concentration Account 
[***]






	 	 	 
	Securities Account	 	Account No.
	 
	 	 
	[***]

	 	Concentration Account 
[***]







 


Sch. I-1









 







SCHEDULE II




[Existing UCC Financing Statements in favour of the Purchaser/Administrative Agent]


 


Sch. II-1









 





SCHEDULE III




Existing UCC Financing Statements




Against Greif Bros. Corporation

by: The Bank of Nova Scotia




	 	 	 	 	 	 	 
	File Date	 	File Number	 	Filing Office	 	Filing Type
	 
	 	 	 	 	 	 
	03/14/01
	 	AP319030	 	OH - Secretary of State	 	ORIGINAL
	03/14/01
	 	AP319114	 	OH - Secretary of State	 	ORIGINAL
	03/14/01
	 	200103149103	 	OH - Cuyahoga County	 	ORIGINAL
	03/14/01
	 	2000100000701	 	OH - Darke County	 	ORIGINAL
	03/14/01
	 	200100000702	 	OH - Darke County	 	ORIGINAL
	03/14/01
	 	200100068755	 	OH - Delaware County	 	ORIGINAL
	03/14/01
	 	200100068753	 	OH - Delaware County	 	ORIGINAL
	10/29/01
	 	200100069644	 	OH - Delaware County	 	ORIGINAL
	03/14/01
	 	200103140051794	 	OH - Franklin County	 	ORIGINAL
	03/14/01
	 	200103140007809	 	OH - Licking County	 	ORIGINAL
	03/14/01
	 	510333	 	OH - Lucas County	 	ORIGINAL
	03/14/01
	 	3245	 	OH - Morgan County	 	ORIGINAL
	03/14/01
	 	390	 	OH - Muskingum County	 	ORIGINAL
	03/14/01
	 	391	 	OH - Muskingum County	 	ORIGINAL
	03/15/01
	 	200100004622	 	OH - Noble County	 	ORIGINAL
	03/14/01
	 	200100007363	 	OH - Seneca County	 	ORIGINAL
	03/14/01
	 	200100007362	 	Oh - Seneca County	 	ORIGINAL
	03/15/01
	 	200100007365	 	OH - Seneca County	 	ORIGINAL
	03/15/01
	 	200100007363	 	OH - Seneca County	 	ORIGINAL
	03/14/01
	 	200100007362	 	OH - Seneca County	 	ORIGINAL
	03/14/01
	 	U0095701	 	OH - Stark County	 	ORIGINAL
	03/14/01
	 	U0095702	 	OH - Stark County	 	ORIGINAL
	03/14/01
	 	0095701	 	OH - Stark County	 	ORIGINAL
	03/14/01
	 	0095702	 	OH - Stark County	 	ORIGINAL
	03/14/01
	 	2001016732	 	OH - Stark County	 	ORIGINAL
	03/14/01
	 	01-209	 	OH - Van Wert County	 	ORIGINAL
	03/15/01
	 	B2001-10227	 	AL - Secretary of State	 	ORIGINAL
	03/19/01
	 	01295152	 	AR - Secretary of State	 	ORIGINAL
	03/14/01
	 	68716	 	AR - Independence County	 	ORIGINAL
	03/14/01
	 	0107460430	 	CA - Secretary of State	 	ORIGINAL
	03/14/01
	 	0107460433	 	CA - Secretary of State	 	ORIGINAL
	03/14/01
	 	01-416527	 	CA - Los Angeles County	 	ORIGINAL
	03/14/00
	 	20012020019	 	CO -Secretary of State	 	ORIGINAL





 


Sch. II-2









 





	 	 	 	 	 	 	 
	File Date	 	File Number	 	Filing Office	 	Filing Type
	 
	 	 	 	 	 	 
	03/14/01
	 	V.4352 P.130	 	CT - Hartford Town Clerk	 	ORIGINAL
	03/14/01
	 	10218060	 	DE - Secretary of State	 	ORIGINAL
	03/16/01
	 	200100058717	 	FL - Department of State	 	ORIGINAL
	03/14/01
	 	4649-1480	 	FL - Polk County	 	ORIGINAL
	03/14/01
	 	11-00-1763	 	GA - Bibb County	 	ORIGINAL
	03/14/01
	 	###-##-####	 	GA-Cobb County, GA	 	ORIGINAL
	03/15/01
	 	44-01-2117	 	GA - Dekalb County	 	ORIGINAL
	03/14/01
	 	59-01-228	 	GA - Franklin County	 	ORIGINAL
	03/26/01
	 	67-01-3314	 	GA - Gwinnett County	 	ORIGINAL
	03/14/01
	 	155-01-761	 	GA - Whitfield County	 	ORIGINAL
	03/14/01
	 	4354296	 	IL - Secretary of State	 	ORIGINAL
	03/14/01
	 	U051269	 	IN - Dubois County	 	ORIGINAL
	03/14/01
	 	4529772	 	KS- Secretary of State	 	ORIGINAL
	03/14/01
	 	021234	 	KS - Cowley County	 	ORIGINAL
	03/19/01
	 	BK.6915 Pg 779	 	KS - Johnson County	 	ORIGINAL
	03/14/01
	 	2001-1607047-00	 	KY- Secretary of State	 	ORIGINAL
	03/14/01
	 	2017704	 	KY-Boone County	 	ORIGINAL
	03/14/01
	 	101073	 	KY - Clark County	 	ORIGINAL
	03/14/01
	 	100986	 	KY - Montgomery County	 	ORIGINAL
	03/14/01
	 	100987	 	KY - Montgomery County	 	ORIGINAL
	03/15/01
	 	24-25224	 	LA - Iberville Parish	 	ORIGINAL
	03/14/01
	 	000000181076724	 	MD - Department of Assessments/Taxation	 	ORIGINAL
	03/14/01
	 	 	 	MA - Worchester-Town Clerk	 	ORIGINAL
	03/14/01
	 	22570C	 	MI - Secretary of State	 	ORIGINAL
	03/14/01
	 	2307033	 	MN - Secretary of State	 	ORIGINAL
	03/14/01
	 	4143516	 	MO - Secretary of State	 	ORIGINAL
	03/14/01
	 	166	 	MO - Lincoln County	 	ORIGINAL
	03/14/01
	 	25755	 	MO - St. Louis County	 	ORIGINAL
	03/14/01
	 	01506608	 	MS - Secretary of State	 	ORIGINAL
	03/14/01
	 	010238	 	MS - Holmes County	 	ORIGINAL
	03/14/01
	 	 	 	MS - Warren County	 	ORIGINAL
	03/14/01
	 	0103669	 	NV- Secretary of State	 	ORIGINAL
	03/14/01
	 	9901124438	 	NE - Secretary of State	 	ORIGINAL
	03/14/01
	 	2029642	 	NJ - Secretary of State	 	ORIGINAL
	03/14/01
	 	050262	 	NY - Secretary of State	 	ORIGINAL
	03/14/01
	 	050269	 	NY - Secretary of State	 	ORIGINAL
	03/15/01
	 	Q89-7780 BK. 89, Pg 7780	 	NY - Erie County	 	ORIGINAL
	03/26/01
	 	Q90-1894 Bk. 90, Pg 1894	 	NY - Erie County	 	ORIGINAL





 


Sch. II-3









 





	 	 	 	 	 	 	 
	File Date	 	File Number	 	Filing Office	 	Filing Type
	 
	 	 	 	 	 	 
	03/14/02
	 	729697	 	NY - Niagara County	 	ORIGINAL
	03/14/01
	 	01964	 	NY - Onondaga County	 	ORIGINAL
	03/23/01
	 	01-837	 	NY - Richmond County	 	ORIGINAL
	03/14/01
	 	01-04601	 	NY - Suffolk County	 	ORIGINAL
	03/14/01
	 	20010025458	 	NC - Secretary of State	 	ORIGINAL
	03/14/01
	 	01-313	 	NC-Bladen County	 	ORIGINAL
	03/21/01
	 	01-611	 	NC - Cabarrus County	 	ORIGINAL
	03/19/01
	 	99-13834	 	NC - Mecklenburg County	 	ORIGINAL
	03/14/01
	 	33711646	 	PA - Secretary of State	 	ORIGINAL
	03/14/01
	 	60223-2001	 	PA-Beaver County	 	ORIGINAL
	03/14/01
	 	01-200550	 	PA - Delaware County	 	ORIGINAL
	03/14/01
	 	01-200551	 	PA - Delaware County	 	ORIGINAL
	03/14/01
	 	381-01	 	PA - Luzerne County	 	ORIGINAL
	03/14/01
	 	UC200160298	 	PA - Washington County	 	ORIGINAL
	04/01/01
	 	301-072166	 	TN - Secretary of State	 	ORIGINAL
	04/03/01
	 	301072166	 	TN- Secretary of State	 	ORIGINAL
	03/14/01
	 	01-00046173	 	TX - Secretary of State	 	ORIGINAL
	03/14/01
	 	0103147817	 	VA - Secretary of State	 	ORIGINAL
	03/14/01
	 	20321	 	VA - Amherst County	 	ORIGINAL
	03/14/01
	 	20322	 	VA - Amherst County	 	ORIGINAL
	12/03/99
	 	01-12511	 	VA-Nelson County	 	ORIGINAL
	03/14/01
	 	2001-073-0047	 	WA - Secretary of State	 	ORIGINAL
	03/14/01
	 	0556494	 	WV - Secretary of State	 	ORIGINAL
	03/22/01
	 	15048	 	WV - Cabell County	 	ORIGINAL
	03/14/01
	 	29658	 	WV-Wetzel County	 	ORIGINAL
	03/14/01
	 	02044054	 	WI - Secretary of State	 	ORIGINAL






Other Existing UCC Liens

made against Greif Bros. Corporation




	 	 	 	 	 	 	 	 	 	 	 
	Organization	 	 	 	 	 	 	 	 	 	 
	Name	 	Address	 	City	 	State	 	Zip Code	 	UCC 1 Info
	GREIF BROS
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0132108
	GREIF BROS CO
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128748
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128749
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128750
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128751
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128766





 


Sch. II-4









 





	 	 	 	 	 	 	 	 	 	 	 
	Organization	 	 	 	 	 	 	 	 	 	 
	Name	 	Address	 	City	 	State	 	Zip Code	 	UCC 1 Info
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128768
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128770
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128772
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128832
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128831
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128830
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128829
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128828
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128827
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128775
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128773
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128771
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128769
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128767
	GREIF BROS
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128925
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128844
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128843
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0128842
	GREIF BROS CORP
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0135926
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0142899
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0142898
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0142948
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0142947
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0136151
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0132113
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0132112
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0132111





 


Sch. II-5









 





	 	 	 	 	 	 	 	 	 	 	 
	Organization	 	 	 	 	 	 	 	 	 	 
	Name	 	Address	 	City	 	State	 	Zip Code	 	UCC 1 Info
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0132110
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015	 	AP318047
	 
	 	425 WINTER RD	 	DELAWARE	 	OH	 	43015	 	AP310850
	 
	 	425 WINTER ROAD ATTN SALES DEPT	 	DELAWARE	 	OH	 	43015	 	AP310845
	 
	 	425 WINTER ROAD SALES DEPT	 	DELAWARE	 	OH	 	43015	 	AP308308
	 
	 	1201A SOUTH HOUKE ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0258926
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0144927
	GREIF BROS CORP
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0144926
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0144955
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0144751
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0142918
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP318055
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0144873
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0135924
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0137615
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0133471
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0144750
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0144749
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0132090
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0142904
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0142903
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0142902
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0142901
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0142900
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015	 	AP318053
	 
	 	425 WINTER RD ATTN RECEPTION AREA	 	DELAWARE	 	OH	 	43015	 	AP310852
	 
	 	425 WINTER RD	 	DELAWARE	 	OH	 	43015	 	AP308309








 


Sch. II-6









 





	 	 	 	 	 	 	 	 	 	 	 
	Organization	 	 	 	 	 	 	 	 	 	 
	Name	 	Address	 	City	 	State	 	Zip Code	 	UCC 1 Info
	GREIF BROS CORP
	 	425 WINTER RD	 	DELAWARE	 	OH	 	43015	 	AP318052
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015	 	AP318050
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0154744
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0149298
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0149297
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0136152
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0136153
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0136154
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0132109
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0136155
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0135928
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0135927
	GREIF BROS CORPORATION
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0105072
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0148231
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0148230
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0148229
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0148225
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0148224
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0148223
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0148222
	GREIF BROS CORPORATION
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0148221
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0148220
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0174025
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0174334
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0174333
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0169809
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0170298







 


Sch. II-7









 







	 	 	 	 	 	 	 	 	 	 	 
	Organization	 	 	 	 	 	 	 	 	 	 
	Name	 	Address	 	City	 	State	 	Zip Code	 	UCC 1 Info
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0170297
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0170296
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0170289
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0170378
	 
	 	425 WINTER RD	 	DELAWARE	 	OH	 	43015	 	OH00036753825
	 
	 	425 WINTER RD	 	DELAWARE	 	OH	 	43015	 	AP343418
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015	 	AP311580
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015	 	AP0165788
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0126275
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0116534
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0116515
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0107340
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0107339
	GREIF BROS CORPORATION
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0107338
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0107337
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0107336
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015	 	AP319114
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0187743
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0187745
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0187744
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0179892
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0176856
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0176855
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0176854
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0176853
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0176852
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015	 	AP300474
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015	 	AP283080
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0234068







 


Sch. II-8









 







	 	 	 	 	 	 	 	 	 	 	 
	Organization	 	 	 	 	 	 	 	 	 	 
	Name	 	Address	 	City	 	State	 	Zip Code	 	UCC 1 Info
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0233793
	 
	 	425 WINTER RD	 	DELAWARE	 	OH	 	43015000	 	AP0232711
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0232712
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0188618
	GREIF BROS CORPORATION
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0176851
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0176849
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0176859
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0173981
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0173995
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0173993
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0173990
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0174027
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0169790
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0153706
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0154468
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0154467
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0154466
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0152848
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0152876
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0148216
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0105078
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0105079
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0105080
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0152849
	GREIF BROS CORPORATION
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0153707
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0153708
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0153709
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0105307







 


Sch. II-9









 





	 	 	 	 	 	 	 	 	 	 	 
	Organization	 	 	 	 	 	 	 	 	 	 
	Name	 	Address	 	City	 	State	 	Zip Code	 	UCC 1 Info
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0103224
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0103225
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0103226
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0103227
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0103228
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0103229
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0103230
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0103231
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0126277
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0126276
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0126274
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0126273
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0126433
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0126432
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0126431
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0126430
	GREIF BROS CORPORATION
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0103232
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0103233
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0114638
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0114639
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0115740
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0115741
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0115742
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0126278
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0126279
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0126280







 


Sch. II-10









 







	 	 	 	 	 	 	 	 	 	 	 
	Organization	 	 	 	 	 	 	 	 	 	 
	Name	 	Address	 	City	 	State	 	Zip Code	 	UCC 1 Info
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0126281
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0148217
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0148218
	 
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0148219
	GREIF BROS INC
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015000	 	AP0132106
	 
	 	 	 	 	 	 	 	 	 	AP0132107
	GREIF BROS. CORPORATION
	 	425 WINTER ROAD	 	DELAWARE	 	OH	 	43015	 	OH00036539841
	 
	 	425 WINTER RD	 	DELAWARE	 	OH	 	43015	 	OH00047697030






Other Existing UCC Liens

made against Greif, Inc.




	 	 	 	 	 	 	 
	File Date	 	File Number	 	Filing Office	 	Filing Type
	 
	 	 	 	 	 	 
	08/29/02
	 	22193641	 	DE - Secretary of State	 	ORIGINAL
	06/19/03
	 	31566556	 	DE - Secretary of State	 	Amendment to 22193641
	08/29/02
	 	22194144	 	DE - Secretary of State	 	ORIGINAL
	06/19/03
	 	31566549	 	DE - Secretary of State	 	Amendment to 31566549
	06/19/03
	 	31566580	 	DE - Secretary of State	 	ASSIGNMENT
	04/07/03
	 	30900897	 	DE - Secretary of State	 	ORIGINAL
	06/10/03
	 	31457368	 	DE - Secretary of State	 	ORIGINAL
	06/11/03
	 	31824617	 	DE - Secretary of State	 	ORIGINAL






Existing UCC Financing Statement

made against Great Lakes Corrugated Corp.




	 	 	 	 	 	 	 
	File Date	 	File Number	 	Filing Office	 	Filing Type
	 
	 	 	 	 	 	 
	11/18/93
	 	AK60100	 	OH - Secretary of State	 	ORIGINAL
	11/18/93
	 	AK60101	 	OH - Secretary of State	 	ORIGINAL
	11/18/93
	 	AK60102	 	OH - Secretary of State	 	ORIGINAL
	03/13/97
	 	AN47184	 	OH - Secretary of State	 	ORIGINAL
	01/18/00
	 	AP0212852	 	OH - Secretary of State	 	ORIGINAL
	03/14/01
	 	AP319009	 	OH - Secretary of State	 	ORIGINAL





 


Sch. II-11









 





Existing UCC Liens

made against Greif Containers Inc.




	 	 	 	 	 	 	 
	File Date	 	File Number	 	Filing Office	 	Filing Type
	 
	 	 	 	 	 	 
	08/29/02
	 	22193500	 	DE - Secretary of State	 	ORIGINAL







 


Sch. II-12









 







ANNEX A




Form of Daily and Monthly Report





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fortis Bank Global Securitisation	 	 	 
	USD 120 MIn Greif CP Programme	 	FORM OF MONTHLY PERIODIC REPORT	 
		 	For the month ended: July 2003	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	line	 	 	Receivables Activity / Eligibility Calculation	 	Dec-03	 	 	Nov-03	 	 	Oct-03	 	 	Sep-03	 	 	Aug-03	 	 	Jul-03	 
	 	 	 	 	A. PURCHASED RECEIVABLES
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	 	 	Beginning Balance (Prior Month: Line 5)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	2	 	 	Gross New Receivables
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	3	 	 	Collections
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	4	 	 	Written-Off Receivables
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	5	 	 	Ending Receivable Balance (Line 1+2-3-4)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	6	 	 	Delinquent Receivables
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	7	 	 	Defaulted Receivables
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	8	 	 	Disputed Receivables
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	9	 	 	Excess Concentration
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	10	 	 	Other Ineligible Receivables
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	11	 	 	Total Ineligible Receivables (Line 6+7+8+9+10)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	12	 	 	Net Receivables Balance (Line 5-11)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	13	 	 	Discount Protection Amount
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	14	 	 	Funding
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	B. RECEIVABLES AGING
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	15	 	 	Current
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	16	 	 	0-30 Days Past Due
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	17	 	 	31-90 Days Past Due (delinquent)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	18	 	 	91-120 Days Past Due (defaulted)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	19	 	 	Over 120 Days Past Due (defaulted)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	20	 	 	Total Receivables Ageing (Line 13+14+15+16+17)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	C. DILUTIONS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	21	 	 	Dilutions
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	22	 	 	Open Credit Notes
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	D. RATIOS (apply definition under RPA)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	23	 	 	Delinquency Ratio
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	24	 	 	Delinquency Ratio Current Month
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	25	 	 	Default Ratio
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	26	 	 	Default Ratio Current Month
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	27	 	 	Dilution Ratio
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	28	 	 	Loss Horizon Ratio
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	E. CONCENTRATIONS (> Normal Debtor Limit)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	29	 	 	 
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	30	 	 	 
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	31	 	 	Total SUM
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	32	 	 	Concentrations (Defaulted Receivables)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 


A-1









 






ANNEX B




Form of Lock-Box Agreements




BLOCKED ACCOUNT CONTROL AGREEMENT

(“Lockbox and Lockbox Account”)




AGREEMENT dated as of [•] October 2003 by and among Greif, Inc., (“Company”), Fortis
Bank N.V./S.A. (“Agent”), Greif Receivables Funding LLC
(“GRF”) and [***] (“Depositary”).


The parties hereto refer to Post Office Boxes Nos. [***] (together, the
“Lockboxes” and each a “Lockbox”) and Accounts Nos. [***] and [***] each
in the name of Company maintained at Depositary (together, the “Accounts” and “Account”) and
hereby agree as follows:




1. Company, GRF and Agent notify Depositary that:



(a) by a sale and contribution agreement, GRF has acquired or will acquire from the Company
(1) an ownership interest in the collections to be deposited in each Account and (2) a security
interest in each Account (subject to 1(b) below), which ownership and security interests it has
sold and assigned to certain purchasers; and



(b) to secure the interests of the purchasers referred to in (a), the Company has pursuant to
a security agreement dated on or about the date of this Agreement granted Agent (as agent for the
purchasers) a direct security interest in each Account and all funds on deposit from time to time
therein.




Depositary acknowledges being so notified.



2. (a) Company shall have no right to issue withdrawal, delivery or other instructions
which it otherwise would be entitled to give under the Applicable Documentation (as hereinafter
defined) with respect to the Lockboxes (collectively, “lockbox instructions”), other than with
respect to routine administrative matters, or any other right or ability to control, access, pick
up, withdraw or transfer items from the Lockboxes (or any of them) without Agent’s express written
consent with respect thereto. On each business day (and without Company’s consent), Depositary
shall open the mail delivered to each Lockbox and deposit the checks and other items contained
therein into the corresponding Account.



(b) Company shall have no right to issue withdrawal, payment, transfer or other fund
disposition or other instructions which it otherwise would be entitled to give under the Account
Documentation (collectively, “account instructions” and, together with lockbox instructions,
“instructions”) or any other right or ability to access or withdraw or transfer funds from each
Account without Agent’s express written consent with respect thereto. On each business day (and
without Company’s consent) Depositary shall transfer, by wire (or, if the Bank


 


B-1









 





set forth below is Depositary, by book), all funds held in the Accounts as of the close of the
immediately preceding business day to the following account:



	 	 	 	 	 
	 

	 	Account No.
	 	[***]
	 

	 	Account Name:
	 	[***]
	 

	 	Bank:
	 	[***]
	 

	 	Address:
	 	[***]

[***]

[***]
	 

	 	Attention:
	 	[***]
	 

	 	ABA No.:
	 	                                        
	 

	 	Reference:
	 	[***]






Any changes to the above instruction, and any other lockbox instructions or account
instructions, shall be honored by Depositary only if given by Agent (without Company’s consent).
For the purposes of the foregoing, a “business day” is any day other than a Saturday, Sunday or
other day on which Depositary is or is authorized or required by law to be closed.



3. This Agreement supplements, rather than replaces, Depositary’s deposit account agreements,
terms and conditions, lockbox agreements and other standard documentation in effect from time to
time with respect to the Lockboxes (or any of them), the Accounts (or any of them) or the services
provided in connection therewith (the “Applicable Documentation”), which Applicable Documentation
will continue to apply to the corresponding Lockboxes, Accounts and such services, and the
respective rights, powers, duties, obligations, liabilities and responsibilities of the parties
thereto and hereto, to the extent not expressly conflicting with the provisions of this Agreement
(however, in the event of any such conflict, the provisions of this Agreement shall control). Prior
to issuing any instructions, Agent shall provide Depositary with such Applicable Documentation as
Depositary may reasonably request to establish the identity and authority of the individuals
issuing instructions on behalf of Agent. Agent may request Depositary to provide other services
with respect to any Lockbox or any Account; however, if such services are not authorized or
otherwise covered under any Applicable Documentation, Depositary’s decision to provide any such
services shall be made in its sole discretion (including without limitation being subject to
Company and/or Agent executing such Applicable Documentation or other documentation as
Depositary may require in connection therewith).



4. Depositary agrees not to exercise or claim any right of offset, banker’s lien or other like
right against the Accounts (or any of them) for so long as this Agreement is in effect except with
respect to (i) returned or charged-back items, (ii) reversals or cancellations of payment orders
and other electronic fund transfers, (iii) Depositary’s charges, fees and expenses with respect to
any Account or the services provided hereunder or (iv) overdrafts in any Account ((i), (ii) and
(iv) collectively, “Returned Items”).



5. Notwithstanding anything to the contrary in this Agreement: (i) Depositary shall have only
the duties and responsibilities with respect to the matters set forth herein as is expressly set
forth in writing herein and shall not be deemed to be an agent, bailee or fiduciary for any party
hereto; (ii) Depositary shall be fully protected in acting or refraining from acting in


 


B-2









 





good faith without investigation on any notice, instruction or request purportedly furnished to it
by Company or Agent in accordance with the terms hereof, in which case the parties hereto agree
that Depositary has no duty to make any further inquiry whatsoever; (iii) it is hereby
acknowledged and agreed that Depositary has no knowledge of (and is not required to know) the
terms and provisions of the separate agreement referred to in paragraph 1 above or any other
related documentation or whether any actions by Agent, Company or any other person or entity are
permitted or a breach thereunder or consistent or inconsistent therewith, (iv) Depositary shall
not be liable to any party hereto or any other person for any action or failure to act under or in
connection with this Agreement except to the extent such conduct constitutes its own willful
misconduct or gross negligence (and to the maximum extent permitted by law, shall under no
circumstances be liable for any incidental, indirect, special, consequential or punitive damages);
and (v) Depositary shall not be liable for losses or delays caused by force majeure, interruption
or malfunction of computer, transmission or communications facilities, labor difficulties, court
order or decree, the commencement of bankruptcy or other similar proceedings or other matters
beyond Depositary’s reasonable control.



6. Company hereby agrees to indemnify, defend and save harmless Depositary against any loss,
liability or expense (including reasonable fees and disbursements of counsel who may be an employee
of Depositary) (collectively, “Covered Items”) incurred in connection with this Agreement, the
Lockboxes or the Accounts (except to the extent due to Depositary’s willful misconduct or gross
negligence) or any interpleader proceeding relating thereto or incurred at Company’s direction or
instruction. To the extent that Covered Items are not paid by Company pursuant to the foregoing
indemnity in due course, within a reasonable time, Agent hereby agrees to indemnify, defend and
save harmless Depositary against any Covered Items incurred (except to the extent due to
Depositary’s willful misconduct or gross negligence) (i) with respect to Returned Items, (ii) at
Agent’s direction or instruction in accordance with this Agreement or (iii) due to any claim by
Agent of an interest in the Lockboxes or the items therein or in the Accounts or the funds on
deposit therein (except that for purposes of Section 6(iii), Covered Items shall be comprised only
of litigation expenses, including reasonable fees and disbursements of internal or outside counsel
of Depositary).



7. Depositary or Agent may terminate this Agreement (a) in its discretion upon the sending of
at least sixty (60) days’ advance written notice to the other parties hereto or (b) because of a
material breach by any other party of any of the terms of this Agreement or the Applicable
Documentation, upon the sending of at least five (5) days’ advance written notice to the other
parties hereto. Any other termination or any amendment or waiver of this Agreement shall be
effected solely by an instrument in writing executed by all the parties hereto. Upon termination
of this Agreement at Agent’s request, it is agreed that, in accordance with the ownership and
security interests of GRF referred to in 1(a), Depositary and GRF shall enter into a further
blocked account control agreement in favor of GRF as the secured party, on such terms as may then
be agreed between Depositary and GRF each in its sole discretion. The provisions of paragraphs 5
and 6 above shall survive any such termination.



8. Company shall compensate Depositary for the opening and administration of the Lockboxes and
the Accounts and services provided hereunder in accordance with Depositary’s fee schedules from
time to time in effect. Payment will be effected by a direct debit to the relevant Account.


 


B-3









 






9. This Agreement: (i) may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto were upon the
same instrument; (ii) shall become effective when counterparts hereof have been signed and
delivered by the parties hereto; and (iii) shall be governed by and construed in accordance
with the laws of the State of New York. All parties hereby waive all rights to a trial by
jury in any action or proceeding relating to any of the Lockboxes, any of the Accounts or
this Agreement. All notices under this Agreement shall be in writing and sent (including via
facsimile transmission) to the parties hereto at their respective addresses or fax numbers
set forth below (or to such other address or fax number as any such party shall designate in
writing to the other parties from time to time). New York shall be the local law of the
“bank’s jurisdiction” for purposes of Article 9 of the Uniform Commercial Code.



IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the
date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	GREIF, INC.	 	 	 	FORTIS BANK N.V./S.A.	 	 
	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 
	 	 	 	 

Name:
	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Tel.:                                         	 	 	 	 	 	 	 	 
	 

	 	Fax:                                         	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Address for Notices:	 	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Greif, Inc.	 	 	 	Fortis Bank N.V./S.A.	 	 
	425 Winter Road	 	 	 	c/o MeesPierson Trust B.V.	 	 
	Delaware, OH 4305	 	 	 	Herengracht 548	 	 
	USA	 	 	 	1017 CG Amsterdam	 	 
	Attention: Treasurer	 	 	 	The Netherlands	 	 
	 	 	 	 	 	 	Tel.:                     
	 	 	 	 	 	 	Fax: +31 20 527 4150
	 	 	 	 	 	 	Attention: Ms Erika Vlug
	 
	 	 	 	 	 	 	 	 	 	 
	[***]	 	 	 	GREIF RECEIVABLES FUNDING LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name: [***]
	 	 	 	 	 	 

Name:
	 	 
	 

	 	Title: Vice President
	 	 	 	 	 	Title:	 	 





 


B-4









 






	 	 	 	 	 
	Address for Notices:	 	 	 	Address for Notices:
	 
	 	 	 	 
	[***]
	 	 	 	 
	[***]
	 	 	 	Greif Receivables Funding LLC
	[***]

	 	 	 	c/o The Corporation Trust Company
	[***]

	 	 	 	The Corporation Trust Center
	[***]

	 	 	 	1209 Orange Street
	Tel.: +[***]

	 	 	 	Wilmington, Delaware 19801
	Fax: +[***]

	 	 	 	Attention: CT Corp
	Attention: [***]

	 	 	 	Fax: +1 216 621 4059
	 
	 	 	 	 
	With a copy to:
	 	 	 	 
	 
	 	 	 	 
	[***]
	 	 	 	 
	[***]
	 	 	 	 
	[***]
	 	 	 	 
	[***]
	 	 	 	 
	[***]
	 	 	 	 
	Tel.: +[***]
	 	 	 	 
	Fax: +[***]
	 	 	 	 
	Attention: [***]
	 	 	 	 





 


B-5









 






BLOCKED ACCOUNT CONTROL AGREEMENT

(“Lockbox and Lockbox Account”)




AGREEMENT dated as of [•] October 2003 by and among Great Lakes Corrugated Corp. (“Company”),
Fortis Bank N.V./S.A. (“Agent”), Greif Receivables Funding
LLC (“GRF”) and [***] (“Depositary”).



The
parties hereto refer to Post Office Box No. [***] (the “Lockbox”) and Account No. [***] in the name of Company maintained at Depositary (the “Account”) and hereby agree as
follows:




1. Company, GRF and Agent notify Depositary that:



(a) by a sale and contribution agreement, GRF has acquired or will acquire from the Company
(1) an ownership interest in the collections to be deposited in the Account and (2) a security
interest in the Account (subject to 1(b) below), which ownership and security interests it has sold
and assigned to certain purchasers; and



(b) to secure the interests of the purchasers referred to in (a), the Company has pursuant to
a security agreement dated on or about the date of this Agreement granted Agent (as agent for the
purchasers) a direct security interest in the Account and all funds on deposit from time to time
therein.




Depositary acknowledges being so notified.



2. (a) Company shall have no right to issue withdrawal, delivery or other instructions which
it otherwise would be entitled to give under the Applicable Documentation (as hereinafter defined)
with respect to the Lockbox (collectively, “lockbox instructions”), other than with respect to
routine administrative matters, or any other right or ability to control, access, pick up, withdraw
or transfer items from the Lockbox without Agent’s express written consent with respect thereto. On
each business day (and without Company’s consent), Depositary shall open the mail delivered to the
Lockbox and deposit the checks and other items contained therein into the Account.



(b) Company shall have no right to issue withdrawal, payment, transfer or other fund
disposition or other instructions which it otherwise would be entitled to give under the Account
Documentation (collectively, “account instructions” and, together with lockbox instructions,
“instructions”) or any other right or ability to access or withdraw or transfer funds from the
Account without Agent’s express written consent with respect thereto. On each business day (and
without Company’s consent) Depositary shall transfer, by wire (or, if the Bank set forth below is
Depositary, by book), all funds held in the Account as of the close of the immediately preceding
business day to the following account:


 


B-6









 






	 	 	 	 	 
	 

	 	Account No.
	 	[***]
	 

	 	Account Name:
	 	[***]
	 

	 	Bank:
	 	[***]
	 

	 	Address:
	 	[***]
	 

	 	 	 	[***]
	 

	 	 	 	[***]
	 

	 	Attention:
	 	[***]
	 

	 	ABA No.:
	 	                                        
	 

	 	Reference:
	 	[***]






Any changes to the above instruction, and any other lockbox instructions or account
instructions, shall be honored by Depositary only if given by Agent (without Company’s consent).
For the purposes of the foregoing, a “business day” is any day other than a Saturday, Sunday or
other day on which Depositary is or is authorized or required by law to be closed.



3. This Agreement supplements, rather than replaces, Depositary’s deposit account agreement,
terms and conditions, lockbox agreement and other standard documentation in effect from time to
time with respect to the Lockbox, the Account or the services provided in connection therewith (the
“Applicable Documentation”), which Applicable Documentation will continue to apply to the Lockbox,
the Account and such services, and the respective rights, powers, duties, obligations, liabilities
and responsibilities of the parties thereto and hereto, to the extent not expressly conflicting
with the provisions of this Agreement (however, in the event of any such conflict, the provisions
of this Agreement shall control). Prior to issuing any instructions, Agent shall provide
Depositary with such Applicable Documentation as Depositary may reasonably request to establish the
identity and authority of the individuals issuing instructions on behalf of Agent. Agent may
request the Depositary to provide other services with respect to the Lockbox or the Account;
however, if such services are not authorized or otherwise covered under the Applicable
Documentation, Depositary’s decision to provide any such services shall be made in its sole
discretion (including without limitation being subject to Company and/or Agent executing such
Applicable Documentation or other documentation as Depositary may require in connection therewith).



4. Depositary agrees not to exercise or claim any right of offset, banker’s lien or other like
right against the Account for so long as this Agreement is in effect except with respect to (i)
returned or charged-back items, (ii) reversals or cancellations of payment orders and other
electronic fund transfers, (iii) Depositary’s charges, fees and expenses with respect to the
Account or the services provided hereunder or (iv) overdrafts in the Account ((i), (ii) and (iv)
collectively, “Returned Items”).



5. Notwithstanding anything to the contrary in this Agreement: (i) Depositary shall have only
the duties and responsibilities with respect to the matters set forth herein as is expressly set
forth in writing herein and shall not be deemed to be an agent, bailee or fiduciary for any party
hereto; (ii) Depositary shall be fully protected in acting or refraining from acting in good faith
without investigation on any notice, instruction or request purportedly furnished to it by Company
or Agent in accordance with the terms hereof, in which case the parties hereto agree that
Depositary has no duty to make any further inquiry whatsoever; (iii) it is hereby


 


B-7









 





acknowledged and agreed that Depositary has no knowledge of (and is not required to know) the
terms and provisions of the separate agreement referred to in paragraph 1 above or any other
related documentation or whether any actions by Agent, Company or any other person or entity are
permitted or a breach thereunder or consistent or inconsistent therewith, (iv) Depositary shall
not be liable to any party hereto or any other person for any action or failure to act under or in
connection with this Agreement except to the extent such conduct constitutes its own willful
misconduct or gross negligence (and to the maximum extent permitted by law, shall under no
circumstances be liable for any incidental, indirect, special, consequential or punitive damages);
and (v) Depositary shall not be liable for losses or delays caused by force majeure, interruption
or malfunction of computer, transmission or communications facilities, labor difficulties, court
order or decree, the commencement of bankruptcy or other similar proceedings or other matters
beyond Depositary’s reasonable control.



6. Company hereby agrees to indemnify, defend and save harmless Depositary against any loss,
liability or expense (including reasonable fees and disbursements of counsel who may be an employee
of Depositary) (collectively, “Covered Items”) incurred in connection with this Agreement, the
Lockbox or the Account (except to the extent due to Depositary’s willful misconduct or gross
negligence) or any interpleader proceeding relating thereto or incurred at Company’s direction or
instruction. To the extent that Covered Items are not paid by Company pursuant to the foregoing
indemnity in due course, within a reasonable time, Agent hereby agrees to indemnify, defend and
save harmless Depositary against any Covered Items incurred (except to the extent due to
Depositary’s wilful misconduct or gross negligence) (i) with respect to Returned Items, (ii) at
Agent’s direction or instruction in accordance with this Agreement or (iii) due to any claim by
Agent of an interest in the Lockbox or the items therein or in the Account or the funds on deposit
therein (except that for purposes of Section 6(iii), Covered Items shall be comprised only
of litigation expenses, including reasonable fees and disbursements of internal or
outside counsel of Depositary).



7. Depositary or Agent may terminate this Agreement (a) in its discretion upon the sending of
at least sixty (60) days’ advance written notice to the other parties hereto or (b) because of a
material breach by any other party of any of the terms of this Agreement or the Applicable
Documentation, upon the sending of at least five (5) days advance written notice to the other
parties hereto. Any other termination or any amendment or waiver of this Agreement shall be
effected solely by an instrument in writing executed by all the parties hereto. Upon termination
of this Agreement at Agent’s request, it is agreed that, in accordance with the ownership and
security interests of GRF referred to in 1(a), Depositary and GRF shall enter into a further
blocked account control agreement in favor of GRF as the secured party, on such terms as may then
be agreed between Depositary and GRF each in its sole discretion. The provisions of paragraphs 5
and 6 above shall survive any such termination.



8. Company shall compensate Depositary for the opening and administration of the Lockbox and
the Account and services provided hereunder in accordance with Depositary’s fee schedules from time
to time in effect. Payment will be effected by a direct debit to the Account.


 


B-8









 






9. This Agreement: (i) may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same
instrument; (ii) shall become effective when counterparts hereof have been signed and delivered by
the parties hereto; and (iii) shall be governed by and construed in accordance with the laws of
the State of New York. All parties hereby waive all rights to a trial by jury in any action or
proceeding relating to the Lockbox, the Account or this Agreement. All notices under this
Agreement shall be in writing and sent (including via facsimile transmission) to the parties
hereto at their respective addresses or fax numbers set forth below (or to such other address or
fax number as any such party shall designate in writing to the other parties from time to time).
New York shall be the local law of the “bank’s jurisdiction” for purposes of Article 9 of the
Uniform Commercial Code.



IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first
above written.



	 	 	 	 	 	 	 	 	 	 	 
	GREAT LAKES CORRUGATED CORP.	 	 	 	FORTIS BANK N.V./S.A.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 
	 	 	 	 

Name:
	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Address for Notices:	 	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Great Lakes Corrugated Corp.	 	 	 	Fortis Bank N.V./S.A.	 	 
	425 Winter Road	 	 	 	c/o MeesPierson Trust B.V.	 	 
	Delaware, OH 4305	 	 	 	Herengracht 548	 	 
	USA	 	 	 	1017 CG Amsterdam	 	 
	Attention: Treasurer	 	 	 	The Netherlands	 	 
	 	 	 	 	 	 	Tel.:                    	 	 
	 	 	 	 	 	 	Fax: +31 20 527 4150	 	 
	 	 	 	 	 	 	Attention: Ms Erika Vlug	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[***]	 	 	 	GREIF RECEIVABLES FUNDING LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name: [***]
	 	 
	 	 	 	 

Name:
	 	 
	 

	 	Title: [***]
	 	 	 	 	 	Title:	 	 





 


B-9









 






	 	 	 	 	 
	Address for Notices:	 	 	 	Address for Notices:
	 	 	 	 	 
	[***]
	 	 	 	Greif Receivables Funding LLC
	[***]
	 	 	 	c/o The Corporation Trust Company
	[***]
	 	 	 	The Corporation Trust Center
	[***]
	 	 	 	1209 Orange Street
	Tel.: +[***]
	 	 	 	Wilmington, Delaware 19801
	Fax: +[***]
	 	 	 	Attention: CT Corp
	Attention: [***]	 	 	 	Fax: +1 216 621 4059
	 	 	 	 	 
	With a copy to:	 	 	 	 
	 	 	 	 	 
	[***]	 	 	 	 
	[***]	 	 	 	 
	[***]	 	 	 	 
	[***]	 	 	 	 
	Tel.: +[***]	 	 	 	 
	Fax: +[***]	 	 	 	 
	Attention: [***]	 	 	 	 





 


B-10









 







EXECUTION VERSION




ANNEX C




Form of Concentration Account Control Agreement




BLOCKED ACCOUNT CONTROL AGREEMENT 
(“Lender Control” — Concentration Account)




AGREEMENT dated as of [•] October, 2003, by and among Greif, Inc. (“Company”), Fortis Bank
N.V./S.A. (“Agent”), Greif Receivables Funding LLC (“GRF”) and [***] (“Depositary”).



The parties hereto refer to Account No. [***] in the name of Company maintained at
Depositary (the “Account”) and hereby agree as follows:




1. Company, GRF and Agent notify Depositary that:



(a) by a sale and contribution agreement, GRF has acquired or will acquire
from the Company (1) an ownership interest in the collections to be deposited in the Account and
(2) a security interest in the Account (subject to 1(b) below), which ownership and security
interests it has sold and assigned to certain purchasers; and



(b) to secure the interests of the purchasers referred to in (a), the Company has pursuant to
a security agreement dated on or about the date of this Agreement granted Agent (as agent for the
purchasers) a direct security interest in the Account and all funds on deposit from time to time
therein.




Depositary acknowledges being so notified.



2. (a) The Company shall have no right to issue withdrawal, payment, transfer or other fund
disposition or other instructions which it otherwise would be entitled to give under the Account
Documentation (as hereinafter defined) (collectively, “instructions”) or any other right or ability
to access or withdraw or transfer funds from the Account. Prior to the Effective Time (as defined
below), on each business day (and without Company’s consent) Depositary shall transfer, by wire
(or, if the Bank set forth below is Depositary, by book), all funds held in the Account to the
following account in the name of GRF (“Securities Account”):



	 	 	 	 	 
	 

	 	Account No.:
	 	[***]
	 

	 	Account Name:
	 	[***]
	 

	 	Bank:
	 	[***]
	 

	 	Address:
	 	[***]

[***]

[***]
	 

	 	Attention:
	 	[***]
	 

	 	ABA No.:
	 	                                        
	 

	 	Reference:
	 	[***]






(b) On or after the Effective Time, on each business day (and without Company’s consent) Depositary shall
transfer by wire all collected funds held in the Account


 


 









 





as of the close of the immediately preceding business day to the following account (“Agent
Concentration Account”):



	 	 	 	 	 
	 
	 	Account No.:	 	[***]
	 
	 	Account Name:	 	[***]
	 
	 	Bank:	 	[***]
	 
	 	Address:	 	[***]
	 
	 	 	 	[***]
	 
	 	 	 	[***]
	 
	 	Swift Code:	 	[***]
	 
	 	ABA No.:	 	[***]
	 
	 	Final Beneficiary:	 	[***]
	 
	 	Account No:	 	[***]
	 
	 	Attention:	 	[***]






Any changes to any of the foregoing instructions, and any other instructions with respect to
the Account, shall be honored by Depositary only if given by Agent (without Company’s consent).
For the purposes of the foregoing, a “business day” is any day other than a Saturday, Sunday or
other day on which Depositary is or is authorized or required by law to be closed.



For the purposes hereof, the “Effective Time” shall be the opening of business on the second
business day next succeeding the business day on which a notice purporting to be signed by Agent
in substantially the same form as Exhibit A, attached hereto, with a copy of this Agreement
attached thereto (a “Shifting Instructions Notice”), is actually received by the individual
employee of Depositary to whom the notice is required hereunder to be addressed; provided,
however, that if any such notice is so received after 12:00 noon, New York City time, on any
business day, the “Effective Time” shall be the opening of business on the third business day next
succeeding the business day on which such receipt occurs; and provided further, that a “business
day” is any day other than a Saturday, Sunday or other day on which Depositary is or is authorized
or required by law to be closed.



Notwithstanding the foregoing: (i) all transactions involving or resulting in a transaction
involving the Account duly commenced by Depositary or any affiliate prior to the Effective Time
and so consummated or processed thereafter shall be deemed not to constitute a violation of this
Agreement; and (ii) Depositary and/or any affiliate may (at its discretion and without any
obligation to do so) (x) cease transfers in accordance with Section 2(a) above and/or commence
transfers in accordance with Section 2(b) above at any time or from time to time after it becomes
aware that Agent has sent to it a Shifting Instructions Notice but prior to the Effective Time
therefor (including without limitation halting, reversing or redirecting any transaction referred
to in clause (i) above), or (y) deem a Shifting Instructions Notice to be received by it for
purposes of the foregoing paragraph prior to the specified individual’s actual receipt if
otherwise actually received by Depositary (or if such Shifting Instructions Notice contains minor
mistakes or other irregularities but otherwise substantially complies with the form attached
hereto as Exhibit A or does not attach an appropriate copy of this Agreement), with no liability
whatsoever to Company or any other party for doing so.



3. This Agreement supplements, rather than replaces, Depositary’s deposit account agreement,
terms and conditions and other standard documentation in effect from time to time with respect to
the Account or services provided in connection with the Account


 


-12-









 





(the “Account Documentation”), which Account Documentation will continue to apply to the Account
and such services, and the respective rights, powers, duties, obligations, liabilities and
responsibilities of the parties thereto and hereto, to the extent not expressly conflicting with
the provisions of this Agreement (however, in the event of any such conflict, the provisions of
this Agreement shall control). Prior to issuing any instructions, Agent shall provide Depositary
with such Account Documentation as Depositary may reasonably request to establish the identity and
authority of the individuals issuing instructions on behalf of Agent. Agent may request the
Depositary to provide other services with respect to the Account; however, if such services are
not authorized or otherwise covered under the Account Documentation, Depositary’s decision to
provide any such services shall be made in its sole discretion (including without limitation being
subject to Company and/or Agent executing such Account Documentation or other documentation as
Depositary may require in connection therewith).



4. Depositary agrees not to exercise or claim any right of offset, banker’s lien or other like
right against the Account for so long as this Agreement is in effect except with respect to (i)
returned or charged-back items, (ii) reversals or cancellations of payment orders and other
electronic fund transfers, (iii) Depositary’s charges, fees and expenses with respect to the
Account or the services provided hereunder or (iv) overdrafts in the Account ((i), (ii) and (iv)
collectively, “Returned Items”).



5. Notwithstanding anything to the contrary in this Agreement: (i) Depositary shall have
only the duties and responsibilities with respect to the matters set forth herein as is expressly
set forth in writing herein and shall not be deemed to be an agent, bailee or fiduciary for any
party hereto; (ii) Depositary shall be fully protected in acting or refraining from acting in good
faith without investigation on any notice, instruction or request purportedly furnished to it by
Company or Agent in accordance with the terms hereof, in which case the parties hereto agree that
Depositary has no duty to make any further inquiry whatsoever; (iii) it is hereby acknowledged and
agreed that Depositary has no knowledge of (and is not required to know) the terms and provisions
of the separate agreement referred to in paragraph 1 above or any other related documentation or
whether any actions by Agent, Company or any other person or entity are permitted or a breach
thereunder or consistent or inconsistent therewith, (iv) Depositary shall not be liable to any
party hereto or any other person for any action or failure to act under or in connection with this
Agreement except to the extent such conduct constitutes its own willful misconduct or gross
negligence (and to the maximum extent permitted by law, shall under no circumstances be liable for
any incidental, indirect, special, consequential or punitive damages); and (v) Depositary shall not
be liable for losses or delays caused by force majeure, interruption or malfunction of computer,
transmission or communications facilities, labor difficulties, court order or decree, the
commencement of bankruptcy or other similar proceedings or other matters beyond Depositary’s
reasonable control.



6. Company hereby agrees to indemnify, defend and save harmless Depositary against any loss,
liability or expense (including reasonable fees and disbursements of counsel who may be an employee
of Depositary) (collectively, “Covered Items”) incurred in connection with this Agreement or the
Account (except to the extent due to Depositary’s willful misconduct or gross negligence) or any
interpleader proceeding relating thereto or incurred at Company’s direction or instruction. To the
extent that Covered Items are not paid by the Company pursuant to the foregoing indemnity in due
course, within a reasonable time, Agent hereby agrees to indemnify, defend and save harmless
Depositary against any Covered


 


-13-









 





Items incurred (except to the extent due to Depositary’s willful misconduct or gross negligence)
(i) with respect to Returned Items, (ii) at Agent’s direction or instruction in accordance with
this Agreement (including, without limitation, honoring of a Shifting Instructions Notice) or
(iii) due to any claim by Agent of an interest in the Account or the funds on deposit therein
(except that for purposes of Section 6(iii), Covered Items shall be comprised only of litigation
related expenses, including reasonable fees and disbursements of internal or outside counsel of
Depositary).



7. Depositary or Agent may terminate this Agreement (a) in its discretion upon the sending of
at least sixty (60) days’ advance written notice to the other parties hereto or (b) because of a
material breach by any other party of any of the terms of this Agreement or the Account
Documentation, upon the sending of at least five (5) days advance written notice to the other
parties hereto. Any other termination or any amendment or waiver of this Agreement shall be
effected solely by an instrument in writing executed by all the parties hereto. Upon termination of
this Agreement at Agent’s request, it is agreed that, in accordance with the ownership and security
interests of GRF referred to in 1(a), Depositary and GRF shall enter into a further blocked account
control agreement in favour of GRF as the secured party, on such terms as Depositary and GRF may
then agree, each in its absolute discretion. The provisions of paragraphs 5 and 6 above shall
survive any such termination.



8. Company shall compensate Depositary for the opening and administration of the Account and
services provided hereunder in accordance with Depositary’s fee schedules from time to time in
effect. Payment will be effected by a direct debit to the Account.



9. This Agreement: (i) may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were upon the same
instrument; (ii) shall become effective when counterparts hereof have been signed and delivered by
the parties hereto; and (iii) shall be governed by and construed in accordance with the laws of the
State of New York. All parties hereby waive all rights to a trial by jury in any action or
proceeding relating to the Account or this Agreement. All notices under this Agreement shall be in
writing and sent (including via facsimile transmission) to the parties hereto at their respective
addresses or fax numbers set forth below (or to such other address or fax number as any such party
shall designate in writing to the other parties from time to time). New York shall be the local law
of the “bank’s jurisdiction” for purposes of Article 9 of the Uniform Commercial Code.


 


-14-









 






IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
date first above written.




	 	 	 	 	 	 	 	 	 	 	 
	[***]	 	 	 	FORTIS BANK N.V./S.A.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name: [***]
	 	 
	 	 	 	 

Name:
	 	 
	 

	 	Title: [***]
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Address For Notices:	 	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[***]	 	 	 	c/o Meespierson Trust B.V.	 	 
	[***]	 	 	 	Herengracht 548	 	 
	[***]	 	 	 	1017 CG Amsterdam	 	 
	[***]	 	 	 	The Netherlands	 	 
	USA	 	 	 	Tel.:                   
                      		 
	Tel.: +[***]	 	 	 	Fax: +31 20 527 4150	 	 
	Fax: +[***]	 	 	 	 	 	 	 	 
	Attention: [***]	 	 	 	Attention: Ms Erika Vlug	 	 
	 
	 
	 	 	 	 	 	GREIF, INC.	 	 
	 	 	 	 	 	 	 
	With a copy to:	 	 	 	By:	 	 
	 	 
	[***]	 	 	 	 	 	Name:	 	 
	[***]	 	 	 	 	 	Title:	 	 
	[***]	 	 	 	 	 	 	 	 
	[***]	 	 	 	Address for Notices:	 	 
	USA	 	 	 	 	 	 
	Tel.: +[***]	 	 	 	425 Winter Road	 	 
	Fax: +[***]	 	 	 	Delaware, OH 43015	 	 
	Attention: [***]	 	 	 	USA	 	 
	 	 	 	 	 	 	Fax: +1 740 549 6102	 	 
	 	 	 	 	 	 	Attention: Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	GREIF RECEIVABLES FUNDINGS LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Greif Receivables Funding LLC	 	 
	 

	 	 	 	 	 	c/o The Corporation Trust Company	 	 
	 

	 	 	 	 	 	The Corporation Trust Center	 	 
	 

	 	 	 	 	 	1209 Orange Street	 	 
	 

	 	 	 	 	 	Wilmington, Delaware 19801	 	 
	 

	 	 	 	 	 	Attention: CT Corp	 	 
	 

	 	 	 	 	 	Fax: +1 216 621 4059	 	 





 


-15-









 





EXHIBIT A




[to be placed on Agent letterhead]




BLOCKED ACCOUNT AGREEMENT




SHIFTING INSTRUCTION NOTICE




                    , ____




[***]

[***]

[***]

[***]

Attention: [***]




With a copy to:


[***]

[***]

[***]

[***]

Attention: [***]





	 	Re:	 	Blocked Account Control Agreement dated as of ___, 2003 (the “Agreement”) by and among
Greif, Inc., Greif Receivables LLC, Fortis Bank S.A./N.V. and [***] regarding
Account No. [***] (“Account”)







Ladies and Gentlemen:



This constitutes a Shifting Instruction Notice referred to in paragraph 2 of the Agreement, a
copy of which is attached hereto.



From and after the Effective Time, you are directed to transfer funds in the Account as
specified in paragraph 2(b) of the Agreement.



	 	 	 	 	 
	 	FORTIS BANK S.A./N.V., as Agent

 	 
	 	By:  	 	 
	 	 	Signature 	 
	 	 	 	 	 
	 	Name:
Title:  	 	 




 


F-1











 




ANNEX D




Form of Securities Account Control Agreement




BLOCKED ACCOUNT CONTROL AGREEMENT

(“Lender Control”- Securities Account)




AGREEMENT dated as of [•] October 2003, by and among Greif Receivables Funding LLC
(“Company”), Fortis Bank N.V./S.A. (“Agent”), and [***] (“Depositary”).



The parties hereto refer to Account No. [***] in the name of Company maintained at
Depositary (the “Account”) and hereby agree as follows:



1. Company and Agent notify Depositary that by separate agreements Company has granted Agent a
security interest in the Account and all funds on deposit from time to time therein. Depositary
acknowledges being so notified.



2. Company shall have no right to issue withdrawal, payment, transfer or other fund
disposition or other instructions which it otherwise would be entitled to give under the Account
Documentation (as hereinafter defined) (collectively, “instructions”) or any other right or ability
to access or withdraw or transfer funds from the Account. Depositary shall honor only
instructions received from the Agent with respect to the Account.



3. Without limiting the generality of paragraph 2 above, on each Settlement Date (as defined
in the receivables purchase agreement dated on or about the date of this Agreement and made
between, among others, Company and Agent) as notified from time to time to Depositary by Agent at
least two business days prior to the relevant Settlement Date, Depositary shall transfer all or any
part of the collected funds held in the Account as at the preceding Business Day in accordance with
Agent’s instructions.



4. This Agreement supplements, rather than replaces, Depositary’s deposit account agreement,
terms and conditions and other standard documentation in effect from time to time with respect to
the Account or services provided in connection with the Account (the “Account Documentation”),
which Account Documentation will continue to apply to the Account and such services, and the
respective rights, powers, duties, obligations, liabilities and responsibilities of the parties
thereto and hereto, to the extent not expressly conflicting with the provisions of this Agreement
(however, in the event of any such conflict, the provisions of this Agreement shall control).
Prior to issuing any instructions, Agent shall provide Depositary with such Account Documentation
as Depositary may reasonably request to establish the identity and authority of the individuals
issuing instructions on behalf of Agent. Agent may request the Depositary to provide other
services with respect to the Account; however, if such services are not authorized or otherwise
covered under the Account Documentation, Depositary’s decision to provide any such services shall
be made in its sole discretion (including without limitation being subject to


 


F-1









 





Company and/or Agent executing such Account Documentation or other documentation as Depositary may
require in connection therewith).



5. Depositary agrees not to exercise or claim any right of offset, banker’s lien or other like
right against the Account for so long as this Agreement is in effect except with respect to (i)
returned or charged-back items, (ii) reversals or cancellations of payment orders and other
electronic fund transfers, (iii) Depositary’s charges, fees and expenses with respect to the
Account or the services provided hereunder or (iv) overdrafts in the Account ( (i), (ii) and (iv)
collectively, “Returned Items”).



6. Notwithstanding anything to the contrary in this Agreement: (i) Depositary shall have only
the duties and responsibilities with respect to the matters set forth herein as is expressly set
forth in writing herein and shall not be deemed to be an agent, bailee or fiduciary for any party
hereto; (ii) Depositary shall be fully protected in acting or refraining from acting in good faith
without investigation on any notice, instruction or request purportedly furnished to it by Company
or Agent in accordance with the terms hereof, in which case the parties hereto agree that
Depositary has no duty to make any further inquiry whatsoever; (iii) it is hereby acknowledged and
agreed that Depositary has no knowledge of (and is not required to know) the terms and provisions
of the separate agreements referred to in paragraphs 1 and 3 above (including, without limitation,
the defined term “Settlement Date”, referred to in paragraph 3 above) or any other related
documentation or whether any actions by Agent, Company or any other person or entity are permitted
or a breach thereunder or consistent or inconsistent therewith, (iv) Depositary shall not be liable
to any party hereto or any other person for any action or failure to act under or in connection
with this Agreement except to the extent such conduct constitutes its own willful misconduct or
gross negligence (and to the maximum extent permitted by law, shall under no circumstances be
liable for any incidental, indirect, special, consequential or punitive damages); and (v)
Depositary shall not be liable for losses or delays caused by force majeure, interruption
or malfunction of computer, transmission or communications facilities, labor difficulties,
court order or decree, the commencement of bankruptcy or other similar proceedings or other matters
beyond Depositary’s reasonable control.



7. Company hereby agrees to indemnify, defend and save harmless Depositary against any loss,
liability or expense (including reasonable fees and disbursements of counsel who may be an employee
of Depositary) (collectively, “Covered Items”) incurred in connection with this Agreement or the
Account (except to the extent due to Depositary’s willful misconduct or gross negligence) or any
interpleader proceeding relating thereto or incurred at Company’s direction or instruction. To the
extent that Covered Items are not paid by Company pursuant to the foregoing indemnity in due
course, within a reasonable time, Agent hereby agrees to indemnify, defend and save harmless
Depositary against any Covered Items incurred (except to the extent due to Depositary’s willful
misconduct or gross negligence) (i) with respect to Returned Items, (ii) at Agent’s direction or
instruction in accordance with this Agreement (including, without limitation, honoring of a
Shifting Instructions Notice) or (iii) due to any claim by Agent of an interest in the Account or
the funds on deposit therein (except that for purposes of Section 6(iii), Covered Items shall be
comprised only of litigation related expenses, including reasonable fees and disbursements of
internal or outside counsel of Depositary).


 


F-2









 





8. Depositary or Agent may terminate this Agreement (a) in its discretion upon the sending of
at least sixty (60) days’ advance written notice to the other parties hereto or (b) because of a
material breach by any other party of any of the terms of this Agreement or the Account
Documentation, upon the sending of at least five (5) days advance written notice to the other
parties hereto. Any other termination or any amendment or waiver of this Agreement shall be
effected solely by an instrument in writing executed by all the parties hereto. The provisions of
paragraphs 6 and 7 above shall survive any such termination.



9. Company shall compensate Depositary for the opening and administration of the Account and
services provided hereunder in accordance with Depositary’s fee schedules from time to time in
effect. Payment will be effected by a direct debit to the Account.



10. This Agreement: (i) may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same
instrument; (ii) shall become effective when counterparts hereof have been signed and delivered by
the parties hereto; and (iii) shall be governed by and construed in accordance with the laws of the
State of New York. All parties hereby waive all rights to a trial by jury in any action or
proceeding relating to the Account or this Agreement. All notices under this Agreement shall be in
writing and sent (including via facsimile transmission) to the parties hereto at their respective
addresses or fax numbers set forth below (or to such other address or fax number as any such party
shall designate in writing to the other parties from time to time). New York shall be the local law
of the “bank’s jurisdiction” for purposes of Article 9 of the Uniform Commercial Code.


 


F-3









 





IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
date first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	[***]	 	FORTIS BANK N.V./S.A.	 	 
	 
	By:

	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	[***]
	 	 	 	Name:	 	 	 	 
	 

	 	Title:
	 	Vice President
	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Address For Notices:	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	[***]	 	Fortis Bank N.V./S.A.	 	 
	[***]	 	c/o MeesPierson Trust B.V.	 	 
	[***]	 	Herengracht 548	 	 
	[***]	 	1017 CG Amsterdam	 	 
	Tel.: +[***]	 	The Netherlands	 	 
	Fax: +[***]	 	Tel.:                                         	 	 
	Attention: [***]	 	Fax: +31 20 527 4150	 	 
	 	 	 	 	 	 	Attention: Ms Erika Vlug	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	GREIF RECEIVABLES FUNDING LLC	 	 
	 
	 

	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	With a copy to:	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 	 	 
	[***]	 	 	 	 	 	 	 	 
	[***]	 	Address for Notices:	 	 
	[***]	 	 	 	 	 	 	 	 	 	 
	[***]	 	Greif Receivables Funding LLC	 	 
	[***]	 	c/o The Corporation Trust Company	 	 
	Tel.: +[***]	 	The Corporation Trust Center	 	 
	Fax: +[***]	 	1209 Orange Street	 	 
	 	 	 	 	 	 	Wilmington, Delaware 19801	 	 
	 	 	 	 	 	 	Attention: CT Corp	 	 
	 	 	 	 	 	 	Fax: +1 216 621 4059	 	 






 


F-4









 





ANNEX E




Form of Security Agreements




SECURITY AGREEMENT




This SECURITY AGREEMENT is dated as of [•] October, 2003 and is made by and between GREIF,
INC. (the “Pledgor”) and FORTIS BANK S.A./N.V. for the benefit of itself and the Investors
(collectively, the “Secured Parties”).



WHEREAS, the Pledgor, Greif Containers Inc. (“GCI”), Great Lakes Corrugated Corp
(“GLCC” and, together with the Pledgor and GCI, the “Originators”) and Greif
Receivables Funding LLC (the “Purchaser”) have entered into a sale and contribution
agreement, dated on or about the date hereof (the “Sale and Contribution Agreement”)
pursuant to which the Purchaser has purchased and may continue to purchase certain Receivables
from the Originators from time to time. The Sale and Contribution Agreement contains an assignment
and pledge by the Pledgor in favour of the Purchaser (the “Subordinated Pledge”) of all of its
rights, title and interests in and to the Collateral (as defined below), subject to the security
interests of the Secured Parties created by this Security Agreement.



WHEREAS, the Purchaser, the Originators (including the Pledgor), Scaldis Capital LLC
(“Scaldis”) and the Secured Parties have entered into a receivables purchase agreement
dated on or about the date hereof (the “Receivables Purchase Agreement”) pursuant to which
Scaldis has agreed to purchase from time to time an undivided interest in the Pool Receivables
from the Purchaser up to the Purchase Limit. The Receivables Purchase Agreement contains an
assignment by the Purchaser of all of its rights, title and interests in and to the Sale and
Contribution Agreement (including, but not limited to, the Subordinated Pledge).



WHEREAS, in addition to the assignment by the Purchaser to the Secured Parties under the
Receivables Purchase Agreement of the Subordinated Pledge, the Pledgor has agreed to grant to the
Secured Parties a direct security interest in the Collateral in order to secure the performance by
the Pledgor of the Obligations (as defined below).



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein
and set forth, the Pledgor and the Secured Parties hereby agree as follows:




SECTION 1. DEFINITIONS



Each term defined in this Section 1, when used in this Security Agreement (including the
preamble hereto), shall have the meaning given to it below. Capitalized terms used but not defined
herein shall have the meanings given to them in the Sale and Contribution Agreement or the
Receivables Purchase Agreement.



“Business Day” means any day other than (i) a Saturday, (ii) a Sunday or (iii) a day
on which banking institutions and trust companies in New York, New York are authorized or obligated
by law, regulation or executive order to close;


 


F-5









 





“Collateral” means each of the Pledgor’s assets in which a security interest is
granted by Section 2;



“Collections” means, with respect to any Receivable, all cash collections and other
cash proceeds of such Receivable, including, without limitation, all cash proceeds of Related
Security with respect to such Receivable, and any Collection of such Receivable deemed to have
been received pursuant to the Receivables Purchase Agreement;



“Concentration Account” means the Concentration Account opened in the name of Greif,
Inc., with [***], as Concentration Account Bank, Account No. [***], or such
other Concentration Account opened by Greif, Inc. with a Concentration Account Bank in accordance
with the terms and conditions of the Receivables Purchase Agreement;



“Concentration Account Control Agreement” means the control agreement relating to the
Concentration Account dated on or about the date hereof between the
Pledgor, the Purchaser, the
Secured Parties and the Concentration Account Bank;



“Control Agreements” means collectively the Lock-Box Account Control Agreements and
the Concentration Account Control Agreement;



“Lock-Box Account” means each lock-box account or merchant account identified in
Schedule 1 held in the name of the Pledgor by [***] or [***] as Lock-Box
Bank, or such other account or accounts opened by the Pledgor with a Lock-Box Bank in accordance
with the terms and conditions of the Receivables Purchase Agreement;



“Lock-Box Account Control Agreement” means each control agreement relating to a
Lock-Box Account dated on or about the date hereof between the Pledgor, the Purchaser the Secured
Parties and a Lock-Box Bank;




“Lock-Box Bank” means any bank holding one or more Lock-Box Accounts;



“Obligations” means (i) all the obligations of the Pledgor under and/or in connection
with clause 5.02(c) of the Receivables Purchase Agreement to remit or procure that all Receivables
be remitted to a Lock-Box Account and (ii) all of the obligations of the Pledgor under and/or in
connection with this Security Agreement;




“Securities Collateral” means:



(a) all security entitlements with respect to all financial assets credited from time to time
to the Securities Account, all such financial assets, and all dividends, distributions, return of
capital, interest, cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such security entitlements or
such financial assets and all subscription warrants, rights or options issued thereon or with
respect thereto; and



(b) all other investment property (including, without limitation, all (A) securities, whether
certificated or uncertificated, (B) security entitlements and (C) securities accounts) credited
from time to time to the Securities Account, and the security certificates, if any,


 


F-6









 





representing or evidencing such investment property, and all dividends, distributions, return of
capital, interest, distributions, value, cash and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all of such investment
property and all subscription warrants, rights or options issued thereon or with respect thereto;
and




SECTION 2. GRANT OF SECURITY INTEREST



As security for the prompt and complete performance and/or payment when due of the
Obligations in accordance with the terms and conditions of the Receivables Purchase Agreement and
this Security Agreement, the Pledgor hereby pledges, assigns, conveys and transfers to the Secured
Parties for the benefit of themselves all of its rights, title and interest in and to the
following:




(a) each Lock-Box Account; and




(b) the Concentration Account,



including (i) all balances now or hereafter standing to the credit of any such account and
the right to recover and receive all proceeds which may at any time become payable to the Pledgor
in respect of any such account and (ii) the debt(s) represented of any such account.




SECTION 3. REPRESENTATIONS AND WARRANTIES




The Pledgor represents and warrants as to itself and the Collateral as follows:



(a) (i) It is duly authorized to enter into this Security Agreement and each of the Control
Agreements, and to enter into the transactions contemplated by this Security Agreement and each of
the Control Agreements to which it is a party; (ii) this Security Agreement and each of the Control
Agreements constitutes its legal, valid and binding obligations, enforceable against it in
accordance with their respective terms subject to bankruptcy, insolvency and similar laws affecting
creditors’ rights generally, to general principles of equity (regardless of whether considered in a
proceeding at law or in equity) and to the application of judicial discretion; and (iii) the
execution, delivery and performance by the Pledgor of this Security Agreement and each of the
Control Agreements does not and will not result in a breach or violation of or cause a default
under, its charter or by-laws or any provision of any material agreement, instrument, judgment,
injunction, order, license, law or regulation applicable to or binding on the Pledgor or any of its
assets.



(b) The complete and correct legal name of the Pledgor, for the purposes of Section 9-503(a)
of the UCC, is the name of the Pledgor set forth in the signature page to this Security Agreement.
The sole jurisdiction of organization of the Pledgor is, and at all times during the one year
immediately preceding the date hereof has been, the State of Delaware.



(c) The Pledgor owns the Collateral free and clear of any lien, security interest, mortgage,
encumbrance, or adverse claim, other than the security interest created hereby in favor of the
Secured Parties.


 


F-7









 





(d) There are no restrictions on the pledge, assignment, encumbrance, ownership, transfer,
sale, conveyance or other disposition of any of the Collateral.



(e) No authorization, consent or approval of, or notice to or filing with, any governmental,
regulatory or judicial agency or body, or any other person, is required for:




(i) the grant by the Pledgor of a security interest in the Collateral pursuant hereto
or the due execution, delivery, recordation, filing or performance by the Pledgor of this
Security Agreement;




(ii) the perfection or maintenance of the security interest created under this
Security Agreement (including the first-priority nature of such security interest); or




(iii) the exercise by the Secured Parties of their rights provided for under this
Security Agreement or their remedies in respect of the Collateral.



(f) This Security Agreement, together with the Control Agreements, create a valid and
perfected first-priority security interest in the Collateral, securing the payment and performance
of the Obligations. All of the filings and other actions necessary to perfect and protect such
security interest in the Collateral have been duly made or taken and are in full force and effect
or will be duly made or taken; and all filing and recording fees and taxes related to any of the
foregoing have been duly paid in full.



(g) The Pledgor’s principal place of business and chief executive office is located in a
jurisdiction whose laws do not generally require information regarding the existence of a
nonpossessory security interest to be made generally available in a filing, recording, or
registration system as a condition or result of the security interest’s obtaining priority over the
rights of a lien creditor with respect to the collateral.



(h) The Pledgor is not bound as debtor under Section 9-203 (d) of the UCC by a security
agreement entered into by another person or entity, except for the Senior Credit Agreement.




SECTION 4. FURTHER ASSURANCES



(a) The Pledgor hereby agrees that from time to time, at its sole expense, it shall promptly
execute and deliver all further instruments and documents, and take all further action, that may be
necessary or that the Secured Parties may deem reasonably desirable and may request in order to
perfect and protect the security interest granted by the Pledgor hereunder (including, without
limitation, the first-priority nature thereof) or to enable the Secured Parties to exercise and
enforce all of their rights and remedies hereunder with respect to any of the Collateral.



(b) The Pledgor hereby agrees that the Pledgor shall not (i) change its name, identity,
corporate structure, sole place of business, chief executive office or jurisdiction of organization
or (ii) become bound as debtor by a security agreement entered into by another person or entity
under Section 9-203(d) of the UCC unless it shall have (x) notified the Secured Parties in writing
at least 30 days prior to any such change or becoming so bound, as the case may be, and (y)


 


F-8









 





taken all actions as may be necessary or, in the reasonable judgment of the Secured Parties,
advisable to maintain the validity, perfection and first-priority status of the Secured Parties’
security interest in the Collateral.



(c) The
Pledgor hereby authorizes the Secured Parties to file one or more financing
statements (including, without limitation, the Financing Statement), continuation statements or
other similar documents, and amendments thereto, relating to all or any part of the Collateral
without the further consent of the Pledgor.




SECTION 5. REMEDIES




If the Pledgor shall fail to pay or perform any of the Obligations, then:



(a) The Secured Parties may exercise in respect of the Collateral, in addition to the other
rights and remedies provided for herein or in any other instrument or agreement securing,
evidencing or otherwise relating the Obligations of the Pledgor or otherwise available to them, all
the rights and remedies of a secured party upon default under the UCC as in effect in the State of
New York (the “NYUCC”) (whether or not the NYUCC applies to the affected Collateral).



(b) All payments received by any of the Pledgor under, in connection with, or in respect of,
any of the Collateral shall be received and held by the Pledgor in trust for the benefit of the
Secured Parties, shall be segregated from the other property and funds of the Pledgor and shall be
delivered forthwith to the Secured Parties in the same form as so received (with any necessary
endorsement or assignment).



(c) The parties further agree that ten (10) days’ prior notice to the Pledgor with respect to
the disposition of the Collateral shall be deemed commercially reasonable.




SECTION 6. NO WAIVER



No failure on the part of the Secured Parties to exercise, and no delay in exercising any
right, power or privilege hereunder, shall operate as a waiver thereof or consent thereto, nor
shall any single or partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege. The remedies
herein provided are cumulative and not exclusive of any remedy provided by applicable law.




SECTION 7. CONTINUING SECURITY INTEREST



This Security Agreement shall create a continuing security interest in the Collateral and
shall remain in full force and effect until the payment and performance in full of all of
Obligations.




SECTION 8. SEVERABILITY



The provisions of this Security Agreement are severable, and if any term or provision shall
be held illegal, invalid or unenforceable in whole or in part in any jurisdiction, then such
illegality, invalidity or unenforceability shall affect only such term or provision, or part
thereof,


 


F-9









 





in such jurisdiction, and shall not in any manner affect such term or provision in any other
jurisdiction, or any other term or provision of this Security Agreement in any jurisdiction.




SECTION 9. COUNTERPARTS



This Security Agreement 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 agreement.




SECTION 10. GOVERNING LAW



This Security Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.



[Signature Page Follows]





 


F-10









 







IN WITNESS WHEREOF, the parties have caused this Security Agreement to be duly executed and
delivered, as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	GREIF, INC., as Pledgor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Greif, Inc.

425 Winter Road

Delaware, OH 43015

USA

Fax: +1 740 549 6102

Attention: Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	FORTIS BANK S.A./N.V., as Administrative

Agent for and on behalf of the Secured Parties	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Fortis Bank N.V./S.A.

c/o MeesPierson Trust B.V.

Herengracht 548

1017 CU Amsterdam

The Netherlands

Tel.:                                         	 	 
	 	 	Fax: +31 20 527 4150

Attention: Ms Erika Vlug	 	 






 


F-11









 





SCHEDULE 1




GREIF, INC. LOCK-BOX ACCOUNTS




	 	 	 	 	 
	Lock-Box Bank	 	 	Account Nos.	 
	 
	1. [***]
	 	 	[***]	 
	 
	 	 	[***]	 
	 
	 	 	[***]	 
	 
	 	 	 	 
	2. [***]
	 	 	[***]	 






 


F-12









 





GREIF RECEIVABLES FUNDING LLC SECURITY AGREEMENT



This
SECURITY AGREEMENT is dated as of
[•] October, 2003 and is made by and between GREIF
RECEIVABLES FUNDING LLC (the “Pledgor”) and FORTIS BANK S.A./N.V. for the benefit of
itself and the Investors (collectively, the “Secured Parties”).



WHEREAS, the Pledgor, Greif, Inc. (“GI”), Greif Containers Inc. (“GCI”),
Great Lakes Corrugated Corp (“GLCC” and, together with GI and GCI, the
“Originators”), Scaldis Capital LLC (“Scaldis”) and the Secured Parties have
entered into a receivables purchase agreement dated on or about the date hereof (the
“Receivables Purchase Agreement”) pursuant to which Scaldis has agreed to purchase from
time to time an undivided interest in the Pool Receivables from the Pledgor up to the Purchase
Limit.



WHEREAS, under Article VI of the Receivables Purchase Agreement, GI (as the
“Servicer”) has been appointed to service, administer and collect Pool Receivables on the
terms and subject to the conditions set out in the Receivables Purchase Agreement.



WHEREAS, the Pledgor has agreed to grant to the Secured Parties a security interest in the
Collateral in order to secure the performance by the Pledgor and the Servicer of their respective
Obligations (as defined below).



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein
and set forth, the Pledgor and the Secured Parties hereby agree as follows:




SECTION 1. DEFINITIONS



Each term defined in this Section 1, when used in this Security Agreement (including the
preamble hereto), shall have the meaning given to it below. Capitalized terms used but not defined
herein shall have the meanings given to them in the Sale and Contribution Agreement or the
Receivables Purchase Agreement.



“Business Day” means any day other than (i) a Saturday, (ii) a Sunday or (iii) a day
on which banking institutions and trust companies in New York, New York are authorized or obligated
by law, regulation or executive order to close;



“Collateral” means each of the Pledgor’s assets in which a security interest is
granted by Section 2;



“Collections” means, with respect to any Receivable, all cash collections and other
cash proceeds of such Receivable, including, without limitation, all cash proceeds of Related
Security with respect to such Receivable, and any Collection of such Receivable deemed to have been
received pursuant to the Receivables Purchase Agreement;



“Obligations” means all the obligations of the Pledgor under or in connection with
the Receivables Purchase Agreement and this Security Agreement;


 


F-13









 





“Securities Account
” means the Pledgor’s account, Account No. [***] established
by the Pledgor with the Securities Intermediary to which Securities Collateral shall be credited
and in which such Securities Collateral will be maintained in accordance with the terms of the
Securities Account Control Agreement and which is designated as follows: “Greif LLC Investment
Account”, or such other account opened by the Pledgor with a Securities Intermediary in accordance
with the terms and conditions of the Receivables Purchase Agreement;



“Securities Account Control Agreement” means the account control agreement relating
to the Securities Account dated on or about the date hereof among the Pledgor, the Administrative
Agent and the Securities Intermediary;




“Securities Collateral” means:



(a) all security entitlements with respect to all financial assets credited from time to time
to the Securities Account, all such financial assets, and all dividends, distributions, return of
capital, interest, cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such security entitlements or
such financial assets and all subscription warrants, rights or options issued thereon or with
respect thereto; and



(b) all other investment property (including, without limitation, all (A) securities, whether
certificated or uncertificated, (B) security entitlements and (C) securities accounts) credited
from time to time to the Securities Account, and the security certificates, if any, representing or
evidencing such investment property, and all dividends, distributions, return of capital, interest,
distributions, value, cash and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such investment property and all
subscription warrants, rights or options issued thereon or with respect thereto; and




“Securities Intermediary” means [***] acting in its capacity as
Securities Intermediary pursuant to the Securities Account Control Agreement.




SECTION 2. GRANT OF SECURITY INTEREST



As security for the prompt and complete performance and/or payment when due of the
Obligations in accordance with the terms and conditions of the Receivables Purchase Agreement and
this Security Agreement, the Pledgor hereby pledges, assigns, conveys and transfers to the Secured
Parties for the benefit of themselves all of its rights, title and interest in the Securities
Account, including:



(a) all balances now or hereafter standing to the credit of any such account and the right to
recover and receive all proceeds which may at any time become payable to the Pledgor in respect of
any such account; and




(b) the debt(s) represented of any such account.


 


F-14









 






SECTION 3. REPRESENTATIONS AND WARRANTIES




The Pledgor represents and warrants as to itself and the Collateral as follows:



(a) (i) It is duly authorized to enter into this Security Agreement and the Securities Account
Control Agreement, and to enter into the transactions contemplated by this Security Agreement and
the Securities Account Control Agreement; (ii) this Security Agreement and the Securities Account
Control Agreement constitutes its legal, valid and binding obligations, enforceable against it in
accordance with their respective terms subject to bankruptcy, insolvency and similar laws affecting
creditors’ rights generally, to general principles of equity (regardless of whether considered in a
proceeding at law or in equity) and to the application of judicial discretion; and (iii) the
execution, delivery and performance by the Pledgor of this Security Agreement and the Securities
Account Control Agreement does not and will not result in a breach or violation of or cause a
default under, its charter or by-laws or any provision of any material agreement, instrument,
judgment, injunction, order, license, law or regulation applicable to or binding on the Pledgor or
any of its assets.



(b) The complete and correct legal name of the Pledgor, for the purposes of Section 9-503(a)
of the UCC, is the name of the Pledgor set forth in the signature page to this Security Agreement.
The sole jurisdiction of organization of the Pledgor is, and at all times during the one year
immediately preceding the date hereof has been, the State of Delaware.



(c) The Pledgor owns the Collateral free and clear of any lien, security interest, mortgage,
encumbrance, or adverse claim, other than the security interest created hereby in favor of the
Secured Parties.



(d) There are no restrictions on the pledge, assignment, encumbrance, ownership, transfer,
sale, conveyance or other disposition of any of the Collateral.



(e) No authorization, consent or approval of, or notice to or filing with, any governmental,
regulatory or judicial agency or body, or any other person, is required for:




(i) the grant by the Pledgor of a security interest in the Collateral pursuant hereto
or the due execution, delivery, recordation, filing or performance by the Pledgor of this
Security Agreement;




(ii) the perfection or maintenance of the security interest created under this
Security Agreement (including the first-priority nature of such security interest); or




(iii) the exercise by the Secured Parties of their rights provided for under this
Security Agreement or their remedies in respect of the Collateral.



(f) This Security Agreement, together with the Securities Account Control
Agreement, creates a valid and perfected first-priority security interest in the Collateral,
securing the payment and performance of the Obligations. All of the filings and other actions
necessary to perfect and protect such security interest in the Collateral have been duly made or
taken and are in full force and effect or will be duly made or taken; and all filing and recording
fees and taxes related to any of the foregoing have been duly paid in full.


 


F-15









 





(g) The Pledgor’s principal place of business and chief executive office is located in a
jurisdiction whose laws do not generally require information regarding the existence of a
nonpossessory security interest to be made generally available in a filing, recording, or
registration system as a condition or result of the security interest’s obtaining priority over
the rights of a lien creditor with respect to the collateral.



(h) The Pledgor is not bound as debtor under Section 9-203(d) of the UCC by a security
agreement entered into by another person or entity, except for the Senior Credit Agreement.




SECTION 4. FURTHER ASSURANCES



(a) The Pledgor hereby agrees that from time to time, at its sole expense, it shall promptly
execute and deliver all further instruments and documents, and take all further action, that may be
necessary or that the Secured Parties may deem reasonably desirable and may request in order to
perfect and protect the security interest granted by the Pledgor hereunder (including, without
limitation, the first-priority nature thereof) or to enable the Secured Parties to exercise and
enforce all of their rights and remedies hereunder with respect to any of the Collateral.



(b) The Pledgor hereby agrees that the Pledgor shall not (i) change its name, identity,
corporate structure, sole place of business, chief executive office or jurisdiction of organization
or (ii) become bound as debtor by a security agreement entered into by another person or entity
under Section 9-203 (d) of the UCC unless it shall have (x) notified the Secured Parties in writing
at least 30 days prior to any such change or becoming so bound, as the case may be, and (y) taken
all actions as may be necessary or, in the reasonable judgment of the Secured Parties, advisable to
maintain the validity, perfection and first-priority status of the Secured Parties’ security
interest in the Collateral.



(c) The Pledgor hereby authorizes the Secured Parties to file one or more financing statements
(including, without limitation, the Financing Statement), continuation statements or other similar
documents, and amendments thereto, relating to all or any part of the Collateral without the
further consent of the Pledgor.




SECTION 5. REMEDIES




If the Pledgor or the Servicer shall fail to pay or perform any of the Obligations, then:



(a) The Secured Parties may exercise in respect of the Collateral, in addition to the other
rights and remedies provided for herein or in any other instrument or agreement securing,
evidencing or otherwise relating to the Obligations of the Pledgor or the Servicer or otherwise
available to them, all the rights and remedies of a secured party upon default under the UCC as in
effect in the State of New York (the “NYUCC”) (whether or not the NYUCC applies to the
affected Collateral).



(b) All payments received by the Pledgor under, in connection with, or in respect of, any of
the Collateral shall be received and held by the Pledgor in trust for the benefit of the Secured
Parties, shall be segregated from the other property
and funds of the Pledgor and shall


 


F-16









 





be delivered forthwith to the Secured Parties in the same form as so received (with any necessary
endorsement or assignment).



(c) The parties further agree that ten (10) days’ prior notice to the Pledgor with respect to
the disposition of the Collateral shall be deemed commercially reasonable.




SECTION 6. NO WAIVER



No failure on the part of the Secured Parties to exercise, and no delay in exercising any
right, power or privilege hereunder, shall operate as a waiver thereof or consent thereto, nor
shall any single or partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege. The remedies
herein provided are cumulative and not exclusive of any remedy provided by applicable law.




SECTION 7. CONTINUING SECURITY INTEREST



This Security Agreement shall create a continuing security interest in the Collateral and
shall remain in full force and effect until the payment and performance in full of all of
Obligations.




SECTION 8. SEVERABILITY



The provisions of this Security Agreement are severable, and if any term or provision shall
be held illegal, invalid or unenforceable in whole or in part in any jurisdiction, then such
illegality, invalidity or unenforceability shall affect only such term or provision, or part
thereof, in such jurisdiction, and shall not in any manner affect such term or provision in any
other jurisdiction, or any other term or provision of this Security Agreement in any jurisdiction.




SECTION 9. COUNTERPARTS



This Security Agreement 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 agreement.




SECTION 10. GOVERNING LAW



This Security Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.



[Signature Page Follows]






 


F-17









 







IN WITNESS WHEREOF, the parties have caused this Security Agreement to be duly executed and
delivered, as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	GREIF RECEIVABLES FUNDING LLC, as Pledgor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Greif Receivables Funding LLC

c/o The Corporation Trust Company

The Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

Attention: CT Corp

Fax: +1 216 621 4059
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	FORTIS BANK S.A./N.V., as Administrative

Agent for and on behalf of the Secured Parties	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Fortis Bank N.V./S.A.

c/o MeesPierson Trust B.V.

Herengracht 548

1017 CG Amsterdam

The Netherlands

Tel.:                                         	 	 
	 	 	Fax: +31 20 527 4150

Attention: Ms Erika Vlug	 	 







 


F-18











 




SECURITY AGREEMENT




This SECURITY AGREEMENT is dated as of [•] October, 2003 and is made by and between GREAT
LAKES CORRUGATED CORP. (the “Pledgor”) and FORTIS BANK S.A./N.V. for the benefit of itself
and the Investors (collectively, the “Secured Parties”).



WHEREAS, the Pledgor, Greif Containers Inc. (“GCI”), Greif Inc, (“GI” and,
together with the Pledgor and GCI, the “Originators”) and Greif Receivables Funding LLC
(the “Purchaser”) have entered into a sale and contribution agreement, dated on or about the date
hereof (the “Sale and Contribution Agreement”) pursuant to which the Purchaser has
purchased and may continue to purchase the Receivables from the Originators from time to time. The
Sale and Contribution Agreement contains an assignment and pledge by the Pledgor in favour of the
Purchaser (the “Subordinated Pledge”) of all of its rights, title and interests in and to the
Collateral (as defined below), subject to the prior security interests of the Secured Parties
created by this Security Agreement.



WHEREAS, the Purchaser, the Originators (including the Pledgor), Scaldis Capital LLC
(“Scaldis”) and the Secured Parties have entered into a receivables purchase agreement
dated on or about the date hereof (the “Receivables Purchase Agreement”) pursuant to which
Scaldis has agreed to purchase from time to time an undivided interest in the Pool Receivables
from the Purchaser up to the Purchase Limit. The Receivables Purchase Agreement contains an
assignment by the Purchaser of all of its rights, title and interests in and to the Sale and
Contribution Agreement including, without limitation, the Subordinated Pledges.



WHEREAS, in addition to the assignment by the Pledgor to the Secured Parties under the
Receivables Purchase Agreement of the Subordinated Pledges, the Pledgor has agreed to grant to the
Secured Parties a direct security interest in the Collateral in order to secure the performance by
the Pledgor of the Obligations (as defined below).



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein
and set forth, the Pledgor and the Secured Parties hereby agree as follows:



SECTION 1. DEFINITIONS



Each term defined in this Section 1, when used in this Security Agreement (including the
preamble hereto), shall have the meaning given to it below. Capitalized terms used but not defined
herein shall have the meanings given to them in the Sale and Contribution Agreement or the
Receivables Purchase Agreement.



“Business Day” means any day other than (i) a Saturday, (ii) a Sunday or (iii) a day
on which banking institutions and trust companies in New York, New York are authorized or obligated
by law, regulation or executive order to close;



“Collateral” means each of the Pledgor’s assets in which a security interest is granted by
Section 2;



“Control Agreement” means the Lock-Box Account Control Agreement;


 


F-19









 





“
Lock-Box Account” means the lock-box account of the
Pledgor with [***]
as a Lock-Box Bank, Account No. [***] or such other account or accounts opened by the Pledgor
with a Lock-Box Bank in accordance with the terms and conditions of the Receivables Purchase
Agreement;



“Lock-Box Account Control Agreement” means the control agreement relating to a
Lock-Box Account dated on or about the date hereof between the Pledgor, the Secured Parties and a
Lock-Box Bank; and



“Obligations” means (i) all the obligations of the Pledgor under and/or in connection with
clause 5.02(c) of the Receivables Purchase Agreement to remit or procure that all Receivables be
remitted to a Lock-Box Account and (ii) all of the obligations of the Pledgor under and/or in
connection with this Security Agreement.



SECTION 2. GRANT OF SECURITY INTEREST



As security for the prompt and complete performance and/or payment when due of the
Obligations in accordance with the terms and conditions of the Receivables Purchase Agreement and
this Security Agreement, the Pledgor hereby pledges, assigns, conveys and transfers to the Secured
Parties all of its rights, title and interest in the Lock-Box Account, including:



(a) all balances now or hereafter standing to the credit thereof and the right to recover and
receive all proceeds which may at any time become payable to the Pledgor in respect thereof; and



(b) the debt(s) represented thereby.



SECTION 3. REPRESENTATIONS AND WARRANTIES



The Pledgor represents and warrants as to itself and the Collateral as follows:



(a) (i) It is duly authorized to enter into this Security Agreement and the Control Agreement,
and to enter into the transactions contemplated by this Security Agreement and the Control
Agreement; (ii) this Security Agreement and the Control Agreement constitutes its legal, valid and
binding obligations, enforceable against it in accordance with its respective terms subject to
bankruptcy, insolvency and similar laws affecting creditors’ rights generally, to general
principles of equity (regardless of whether considered in a proceeding at law or in equity) and to
the application of judicial discretion; and (iii) the execution, delivery and performance by the
Pledgor of this Security Agreement and the Control Agreement does not and will not result in a
breach or violation of or cause a default under, its charter or by-laws or any provision of any
material agreement, instrument, judgment, injunction, order, license, law or regulation applicable
to or binding on the Pledgor or any of its assets.



(b) The complete and correct legal name of the Pledgor, for the purposes of Section 9-503(a)
of the UCC, is the name of the Pledgor set forth in the signature page to this Security Agreement.
The sole jurisdiction of organization of the Pledgor is, and at all times during the one year
immediately preceding the date hereof has been, the State of Ohio.


 


F-20









 





(c) The Pledgor owns the Collateral free and clear of any lien, security interest, mortgage,
encumbrance, or adverse claim, other than the security interest created hereby in favor of the
Secured Parties.



(d) There are no restrictions on the pledge, assignment, encumbrance, ownership, transfer,
sale, conveyance or other disposition of any of the Collateral.



(e) No authorization, consent or approval of, or notice to or filing with, any governmental,
regulatory or judicial agency or body, or any other person, is required for:




(i) the grant by the Pledgor of a security interest in the Collateral pursuant hereto
or the due execution, delivery, recordation, filing or performance by the Pledgor of this
Security Agreement;




(ii) the perfection or maintenance of the security interest created under this
Security Agreement (including the first-priority nature of such security interest); or




(iii) the exercise by the Secured Parties of their rights provided for under this
Security Agreement or their remedies in respect of the Collateral.



(f) This Security Agreement, together with the Control Agreement, create a valid and perfected
first-priority security interest in the Collateral, securing the payment and performance of the
Obligations. All of the filings and other actions necessary to perfect and protect such security
interest in the Collateral have been duly made or taken and are in full force and effect or will be
duly made or taken; and all filing and recording fees and taxes related to any of the foregoing
have been duly paid in full.



(g) The Pledgor’s principal place of business and chief executive office is located in a
jurisdiction whose laws do not generally require information regarding the existence of a
nonpossessory security interest to be made generally available in a filing, recording, or
registration system as a condition or result of the security interest’s obtaining priority over the
rights of a lien creditor with respect to the collateral.



(h) The Pledgor is not bound as debtor under Section 9-203(d) of the UCC by a security
agreement entered into by another person or entity, except for the Senior Credit Agreement.



SECTION 4. FURTHER ASSURANCES



(a) The Pledgor hereby agrees that from time to time, at its sole expense, it shall promptly
execute and deliver all further instruments and documents, and take all further action, that may
be necessary or that the Secured Parties may deem reasonably desirable and may request in order to
perfect and protect the security interest granted by the Pledgor hereunder (including, without
limitation, the first-priority nature thereof) or to enable the Secured Parties to exercise and
enforce all of their rights and remedies hereunder with respect to any of the Collateral.


 


F-21









 





(b) The Pledgor hereby agrees that the Pledgor shall not (i) change its name, identity,
corporate structure, sole place of business, chief executive office or jurisdiction of organization
or (ii) become bound as debtor by a security agreement entered into by another person or entity
under Section 9-203(d) of the UCC unless it shall have (x) notified the Secured Parties in writing
at least 30 days prior to any such change or becoming so bound, as the case may be, and (y) taken
all actions as may be necessary or, in the reasonable judgment of the Secured Parties, advisable to
maintain the validity, perfection and first-priority status of the Secured Parties’ security
interest in the Collateral.



(c) The Pledgor hereby authorizes the Secured Parties to file one or more financing statements
(including, without limitation, the Financing Statement), continuation statements or other similar
documents, and amendments thereto, relating to all or any part of the Collateral without the
further consent of the Pledgor.



SECTION 5. REMEDIES



If the Pledgor shall fail to pay or perform any of the Obligations, then:



(a) The Secured Parties may exercise in respect of the Collateral, in addition to the other
rights and remedies provided for herein or in any other instrument or agreement securing,
evidencing or otherwise relating the Obligations of the Pledgor or otherwise available to them, all
the rights and remedies of a secured party upon default under the UCC as in effect in the State of
New York (the “NYUCC”) (whether or not the NYUCC applies to the affected Collateral).



(b) All payments received by any of the Pledgor under, in connection with, or in respect of,
any of the Collateral shall be received and held by the Pledgor in trust for the benefit of the
Secured Parties, shall be segregated from the other property and funds of the Pledgor and shall be
delivered forthwith to the Secured Parties in the same form as so received (with any necessary
endorsement or assignment).



(c) The parties further agree that ten (10) days’ prior notice to the Pledgor with respect to
the disposition of the Collateral shall be deemed commercially reasonable.



SECTION 6. NO WAIVER



No failure on the part of the Secured Parties to exercise, and no delay in exercising any
right, power or privilege hereunder, shall operate as a waiver thereof or consent thereto, nor
shall any single or partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege. The remedies
herein provided are cumulative and not exclusive of any remedy provided by applicable law.



SECTION 7. CONTINUING SECURITY INTEREST



This Security Agreement shall create a continuing security interest in the Collateral and
shall remain in full force and effect until the payment and performance in full of all of
Obligations.


 


F-22









 





SECTION 8. SEVERABILITY



The provisions of this Security Agreement are severable, and if any term or provision shall be
held illegal, invalid or unenforceable in whole or in part in any jurisdiction, then such
illegality, invalidity or unenforceability shall affect only such term or provision, or part
thereof, in such jurisdiction, and shall not in any manner affect such term or provision in any
other jurisdiction, or any other term or provision of this Security Agreement in any jurisdiction.



SECTION 9. COUNTERPARTS



This Security Agreement 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 agreement.



SECTION 10. GOVERNING LAW



This Security Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.



[Signature Page Follows]



 


F-23









 





IN WITNESS WHEREOF, the parties have caused this Security Agreement to be duly executed and
delivered, as of the date first above written.



	 	 	 	 	 
	 	GREAT LAKES CORRUGATED CORP., as

Pledgor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address for Notices:



Great Lakes Corrugated Corp

425 Winter Road

Delaware, OH 43015

USA

Fax: +1 740 549 6102

Attention: Treasurer

 	 
	 
	 	FORTIS BANK S.A./N.V., as Administrative agent

for and on behalf of the Secured Parties

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address for Notices:



Fortis Bank N.V./S.A.
 c/o
MeesPierson Trust B.V.

Herengracht 548 
1017 CU
Amsterdam 
The Netherlands

Tel.:                     

Fax: +31 20 527 4150

Attention: Ms Erika Vlug

 	 



 


F-24









 





ANNEX F




Forms of Legal Opinions




October __, 2003




Scaldis Capital LLC



-and-



Fortis Bank S.A./N.V., as Administrative Agent




Re:   Greif, Inc.


Ladies and Gentlemen:



I am the General Counsel of Greif, Inc., a Delaware corporation (“Greif”), and in that
capacity, I have represented Greif, Greif Receivables Funding LLC, a Delaware limited liability
company (“Greif LLC”), Greif Containers, Inc., a Delaware corporation (“Greif Containers”), and
Great Lakes Corrugated Corp., an Ohio corporation (“Great Lakes”), in connection with the execution
and delivery of the Receivables Purchase Agreement, dated as of
August _____, 2003 (the “Purchase Agreement”), among Greif, for itself and as Servicer, Greif
Containers, Great Lakes, Greif LLC, Scaldis Capital LLC (the “Purchaser”) and Fortis Bank
S.A./N.V., as Administrative Agent, and related transactions. Unless otherwise indicated,
capitalized terms used herein, but not otherwise defined herein, shall have the respective
meanings set forth in the Purchase Agreement. This opinion letter is being furnished pursuant to
Section 3.01(e) of the Purchase Agreement.



In rendering this opinion, I have examined only the following: (a) executed counterparts,
originals or copies, as the case may be, of the documents identified on Exhibit A attached hereto;
(b) the Material Contracts (as hereinafter defined); (c) the corporate and limited liability
company documents, as the case may be, of Greif, Greif LLC, Greif Containers and Great Lakes
(collectively, the “Greif Entities” and individually, a “Greif Entity”) identified on Exhibit B
attached hereto; and (d) such matters of law as I have deemed necessary for purposes of this
opinion. Except as referred to in Exhibit B, I have neither examined nor requested an examination
of the indices or records of any governmental or other agency, authority, instrumentality or
entity for purposes of this opinion. I have, with your consent, relied as to matters of fact upon
the representations and warranties contained in the Transaction Documents (as defined in Exhibit
A). As used herein, “Material Contracts” mean any agreement or instrument that is required to be
filed by any of the Greif Entities with the Securities and Exchange Commission as an exhibit to
its Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K, including the Senior
Credit Agreement, the 8-7/8% Senior Subordinated Notes due 2012 issued by Greif and the Indenture,
dated as of July 31, 2002,


 


F-25









 





between U.S. Borrower and [***], National Association, a national banking
association, as trustee, pursuant to which those Notes were issued.



In rendering this opinion, I have assumed, with your consent, without independent
verification or investigation, the legal capacity of natural persons, the absence of fraud,
misrepresentation, duress and mistake, the genuineness of all signatures on documents submitted to
me (except signatures on behalf of the Greif Entities on the Transaction Documents), the
conformity to originals of all documents submitted to me as copies, and the authenticity of such
documents.



In connection with these opinions, I do not purport to be qualified to express legal
conclusions based on the laws of any state or jurisdiction other than the General Corporation Law
of the State of Delaware and the Limited Liability Company Act of the State of Delaware
(collectively, “Delaware Law”) and the laws of the State of Ohio and the United States of America,
and accordingly, I express no opinion as to the laws of any other state or jurisdiction.



Based solely upon the foregoing and subject to the qualifications, assumptions and
limitations contained in this opinion letter, I am of the opinion that:



1. Each of Greif and Greif Containers is a corporation validly existing and in good standing
under the law of the State of Delaware. Great Lakes is a corporation validly existing and in good
standing under the law of the State of Ohio. Greif LLC is a limited liability company validly
existing and in good standing under the law of the State of Delaware.



2. Each of the Greif Entities (other than Greif LLC) has all requisite corporate power and
authority to own its properties and to conduct its business as such properties are currently owned
and such business is currently conducted, to execute and deliver the Transaction Documents to which
it is a party, to perform its obligations thereunder and to sell and assign the Originator
Receivables and other related rights on the terms and conditions provided in the Transaction
Documents. Greif LLC has all requisite limited liability company power and authority to execute
and deliver the Transaction Documents to which it is a party, to perform its obligations
thereunder, and to transfer the Receivables Interests on the terms and conditions provided in the
Transaction Documents. The execution and delivery by each of the Greif Entities (other than Greif
LLC) of the Transaction Documents to which it is a party, and the performance of its obligations
thereunder, have been duly and validly authorized by all necessary corporate action on its part.
The execution and delivery by Greif LLC of its obligations under the Transaction Documents to which
it is a party, and the performance of its obligations thereunder, have been duly and validly
authorized by all necessary limited liability company action on the part of Greif LLC. The
Transaction Documents to which each Greif Entity is a party have been duly executed and delivered
by that Greif Entity.



3. The execution and delivery by each of Greif and Greif Containers of the Transaction
Documents to which it is a party, and the performance of its obligations thereunder, do not (a)
contravene the Delaware Law or any existing law or regulation of the State of Ohio or the United
States of America that I have in the exercise of customary professional diligence recognized as
applicable to it or to transactions of the type contemplated by the Transaction


 


F-26









 





Documents, or (b) violate any provision of (i) its Charter Documents (as defined in Exhibit B);
(ii) any order, writ, injunction, decree or demand of any court or governmental authority binding
upon it and known to me or (iii) any Material Contract to which it is a party (provided that no
opinion is rendered with respect to compliance with financial covenants) or (c) result in or
require the creation or imposition of any security interest or lien upon any of its properties
pursuant to any such Material Contract (except as contemplated by the Transaction Documents).



4. The execution and delivery by Great Lakes of the Transaction Documents to which it is a
party, and the performance by Great Lakes of its obligations thereunder, do not (a) contravene any
existing law or regulation of the State of Ohio or the United States of America that I have in the
exercise of customary professional diligence recognized as applicable to it or to transactions of
the type contemplated by the Transaction Documents, or (b) violate any (i) provision of its
Charter Documents; (ii) order, writ, injunction, decree or demand of any court or governmental
authority binding upon Great Lakes known to me or (ii) any Material Contract to which Great Lakes
is a party (provided that no opinion is rendered with respect to compliance with financial
covenants), or (c) result in or require the creation or imposition of any security interest or lien
upon any of its properties pursuant to any such Material Contract (except as contemplated by the
Transaction Documents).



5. The execution and delivery by Greif LLC of the Transaction Documents to which it is a
party, and the performance by Greif LLC of its obligations thereunder, do not (a) contravene the
Delaware Laws or any existing law or regulation of the United States of America that I have in the
exercise of customary professional diligence recognized as applicable to it or to transactions of
the type contemplated by the Transaction Documents, or (b) violate any provision of (i) its
Charter Documents, (ii) any order, writ, injunction, decree or demand of any court or governmental
authority binding upon Greif LLC known to me or (iii) any Material Contract to which Greif LLC is a
party, or (c) result in or require the creation or imposition of any security interest or lien upon
any of its properties pursuant to any such Material Contract (except as contemplated by the
Transaction Documents).



6. To my knowledge, there are no actions, suits or proceedings pending or threatened against
any of the Greif Entities (i) that contest the validity or enforceability of any of the Transaction
Documents or of any action to be taken by any of the Greif Entities pursuant to any of the
Transaction Documents or (ii) that, if adversely determined would have a material adverse effect on
the business, assets or financial condition of the Greif Entities taken as a whole.



This opinion letter is being furnished only to the addressees and is solely for their benefit
and the benefit of their assigns or successors in interest in connection with the transactions
contemplated by the Transaction Documents and may be relied upon by (a) Baker & Hostetler LLP in
connection with its legal opinion to the addressees relating to the Greif Entities and the
Transaction Documents, (b) the Rating Agencies in connection with their issuance of a rating on
any commercial paper issued by the Purchaser or an affiliate thereof backed by the Receivables
Interests, and (c) any Eligible Assignee. This opinion letter may not otherwise be disclosed or be
relied upon for any other purpose, or relied upon by any other person, firm or corporation for any
purpose, without my prior written consent. The opinions expressed in this letter are made only as
of the date hereof. I assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this letter. The opinions in this letter are limited to the matters
set


 


F-27









 





forth in this letter, and no other opinion should be inferred beyond the matters expressly stated.
The opinion is not to be quoted in whole or in part or otherwise referred to, nor is it to be filed
with any governmental agencies or any person without my prior written consent, except as may be
required by applicable law or by order of any governmental authority.




Respectfully submitted,


 


F-28









 





Exhibit A-1




LIST OF VARIOUS INSTRUMENTS AND AGREEMENTS




1. Receivables Purchase Agreement (the “Receivables Purchase Agreement”), dated as of [•]
October, 2003 between Greif Receivables Funding LLC as seller (the “Seller”), Greif, Inc. as an
originator and as servicer (the “GI Originator” and the “Servicer”, respectively), Greif Containers
Inc. as an originator (“GCI Originator”) and Great Lakes Corrugated Corp. as an originator (“GLCC
Originator” and, together with GI Originator and GCI Originator, the “Originators”),Scaldis
Capital LLC as purchaser (the “Purchaser”) and Fortis Bank S.A./N.V. as administrative agent (the
“Administrative Agent”).



2. Sale and Contribution Agreement (the “Sale and Contribution Agreement”),dated as of [•]
October, 2003 between Greif, Inc. as seller (the “GI Seller”),Greif Containers Inc. as seller (the
“GCI Seller”),Great Lakes Corrugation Corp. as seller (the “GLCC Seller”)and Greif Receivables
Funding LLC as purchaser (the “Purchaser”).



3. Deposit Account Control Agreement with [***] of Lock-Box Accounts
[***], [***] and [***] dated as of [•] October, 2003.




4. Deposit Account Control Agreement with [***] of Lock-Box Account [***]
dated as of [•] October, 2003.




5. Concentration Account Control Agreement with [***] of Concentration Account
[***] dated as of [•] October, 2003.




6. Deposit Account Control Agreement with [[***]] of Lock-Box Account [***] dated as
of [•] October, 2003 (such deposit and concentration account control agreements listed in
paragraphs 3 through 6, inclusive, the “Deposit Account Control Agreements”).



7. Security Agreement between the GI Originator and the Administrative Agent dated [•]
October, 2003 (the “Greif Security Agreement”).



8. Security Agreement between the GLCC Originator and the Administrative Agent dated [•]
October, 2003 (the “Great Lakes Security Agreement,” and together with the Greif Security
Agreement, the “Security Agreements”).



9. Security Agreement between the Seller and the Administrative Agent dated [•] October, 2003
(the “Seller Security Agreement”).



10. Security Account Control Agreement with [***] of Securities Account
#[***] dated as of [•] October, 2003 (the “Securities Account Control Agreement”).


 


F-29









 






11. Security Interest Release Agreement dated as of [•] October, 2003.



12. Guaranty dated as of [•] October, 2003, by Greif, Inc.



13. Administration Agreement dated as of [•] October, 2003 between the Seller and Greif, Inc.
as administrator (the “Administrator”).



14. Tax Indemnification Agreement dated as of [•] October, 2003 between the Originators and
the Seller.



15. Fee Agreement dated as of [•] October, 2003 among Administrative Agent, the Seller and the
Originators.



16. Power of Attorney of Greif, Inc.



The documents identified in items 1 through 16 are collectively referred to as the
“Transaction Documents.”


 


F-30









 





Exhibit B




CHARTER DOCUMENTS




Greif



1. The Amended and Restated Certificate of Incorporation, as amended, of Greif, as certified
by the Secretary of State of the State of Delaware on [•], 2003, and the Bylaws of Greif.



2. A certificate of the Secretary of State of the State of Delaware, dated as of [•], 2003,
evidencing that on that date, Greif was in good standing under the law of the State of Delaware.



3. Resolutions of the Board of Directors of Greif adopted on June 3, 2003, and Resolutions of
the Executive Committee of the Board of Directors adopted July 22, 2003.



Greif LLC



1. The Certificate of Formation of Greif LLC, as certified by the Secretary of State of the
State of Delaware on [•], 2003, and the Limited Liability Company Agreement of Greif LLC.



2. A certificate of the Secretary of State of the State of Delaware, dated as of [•], 2003,
evidencing that on that date, Greif LLC was in good standing under the law of the State of
Delaware.



3. Resolutions of the Managers of Greif LLC adopted by unanimous written action as of [•],
2003.



Great Lakes



1. The Articles of Incorporation of Great Lakes, as certified by the Secretary of State of the
State of Ohio on [•], 2003, and the Amended and Restated Code of Regulations of Great Lakes.



2. A certificate of the Secretary of State of the State of Ohio, dated as of [•], 2003,
evidencing that on that date, Great Lakes was in good standing under the law of the State of Ohio.



3. Resolutions of the Board of Directors of Great Lakes adopted by unanimous written action as
of [•], 2003.


 


F-31









 





Greif Containers



1. The Certificate of Incorporation, as amended, of Greif Containers, as certified by the
Secretary of State of the State of Delaware on [•], 2003, and the Bylaws of Greif Containers.



2. A certificate of the Secretary of State of the State of Delaware, dated as of [•], 2003,
evidencing that on that date, Greif Containers, Inc. was in good standing under the law of the
State of Delaware.



3. Resolutions of the Board of Directors of Greif Containers adopted by unanimous written
action as of [•], 2003.


 


F-32









 





October ____, 2003




Scaldis Capital LLC



Fortis Bank S.A./N.V.



Ladies and Gentlemen:



We have acted as special counsel to Greif, Inc., a Delaware corporation (“Greif”), Greif
Containers, Inc., a Delaware corporation (“Containers”), Great Lakes Corrugated Corp., an Ohio
corporation (“Great Lakes”) and Greif Receivables Funding LLC, a Delaware limited liability
company (“Greif Receivables,” and, together with Greif, Containers and Great Lakes, the “Greif
Parties” and individually, a “Greif Party”), in connection with the execution and delivery of the
Sale and Contribution Agreement and the Receivables Purchase Agreement (as those terms are defined
in Exhibit A attached hereto) and the transactions contemplated thereby. This opinion is delivered
to you pursuant to Section 3.01(e) of the Receivables Purchase Agreement. Unless otherwise defined
herein, capitalized terms used herein have the meanings assigned to such terms in the Sale and
Contribution Agreement.



In rendering this opinion, we have examined only the following: (i) originals or copies of
executed counterparts of the documents identified on Exhibit A attached hereto, and (ii) such
matters of law as we deemed necessary for purposes of this opinion. We have neither examined nor
requested an examination of the indices or records of any governmental or other agency, authority,
instrumentality or entity for purposes of this opinion.



We have assumed, with your approval, for the purpose of this opinion, without independent
verification or investigation, that (i) the signatures by all parties on all documents examined by
us, are genuine, (ii) all documents submitted to us as originals are authentic, (iii) all
documents submitted to us as copies conform with the originals, (iv) the legal capacity of natural
persons and the absence of fraud, misrepresentation, duress and mistake, (v) the due
authorization, execution and delivery of the Transaction Documents on the part of all parties
thereto, and (vi) the legality of, validity of, binding effect on and enforceability of the
Transaction Documents against all parties thereto other than the Greif Parties.



For purposes of this opinion, and with your consent, we have relied upon the opinion of Gary
Martz, Esq., the General Counsel of Greif, in the form attached hereto as Exhibit B, with respect
to all matters set forth therein. We have also, with your consent, examined and relied upon the
representations and warranties as to matters of fact (other than facts constituting conclusions of
law) contained in the Transaction Documents (as defined in exhibit A) and have assumed that such
representations and warranties are true and accurate in all respects.



The opinions expressed herein are limited to the law of (i) the State of Ohio, (ii) as to the
creation and perfection of security interests under the laws of the States of Delaware and New
York, our limited review of the Uniform Commercial Code in effect in the State of Delaware, as
compiled in the Commerce Clearing House, Inc. Secured Transactions Reporter (as updated


 


F-33









 





through                      with respect to Delaware and                      with respect to New York)
(the “Delaware UCC” and the “New York UCC”), and (iii) the law of the United States of America. We
call to your attention that the Transaction Documents provide that they are governed by the laws
of the State of New York, except the Sale and Contribution Agreement which provides that it will
be governed by the laws of the State of Ohio. This opinion has been rendered as if all Transaction
Documents are governed in all respects by the law of the State of Ohio, without giving effect to
principles of conflict of laws. Based on the foregoing, and subject to the qualifications
hereinafter set forth, we are of the opinion that:



1. Each Transaction Document constitutes the legal, valid and binding obligation of each Greif
Party that is a party thereto, enforceable against each Greif Party that is a party thereto in
accordance with its terms.



2. Section 2.06 of the Sale and Contribution Agreement provides, in part, that “The parties
intend that the purchase and sale of Receivables from each Seller to the Purchaser be treated as a
sale of such Receivables and the proceeds thereof.” However, in the event that the transfer of the
Receivables and Related Security by Sellers to the Purchaser, pursuant to the terms of the Sale and
Contribution Agreement, constitutes the grant of a security interest in the Receivables and Related
Security (as to which no opinion is expressed herein), the provisions of the Sale and Contribution
Agreement will be sufficient to create in favor of Purchaser a security interest in all of the
right, title and interest of Sellers in and to such the Receivables and Related Security in which a
security interest may be created under the Uniform Commercial Code.



3. Section 2.11 of the Receivables Purchase Agreement will be sufficient to create in favor of
the Administrative Agent for the benefit of the Administrative Agent and the ratable benefit of the
Investors (as defined in the Receivables Purchase Agreement) a security interest in all of the
right, title and interest of Seller (as defined in the receivable Purchase Agreement) in and to the
property and assets identified in Section 2.11 of the Receivables Purchase Agreement in which a
security interest may be created under the Uniform Commercial Code.



4. Each Security Agreement (as defined on Exhibit A) will be sufficient to create in favor of
the Administrative Agent for the ratable benefit of the Investors a security interest in all of the
right, title and interest in and to the property and assets identified in Section 2 of such
Security Agreement.



5. The provisions of the Securities Account Control Agreement (as defined on Exhibit A) and
each Deposit Account Control Agreement (as defined on Exhibit A) are sufficient to cause the
security interest of the Administrative Agent in that portion of the Collateral (as defined in the
Security Agreements) consisting of “security accounts” (as defined in Section 8-501(a) of the New
York UCC) or “deposit accounts” (as defined in Section 8-102(a)(28) of the New York UCC) to be
perfected security interest under New York UCC.



6. Other than nominal filing fees, no fees, taxes or other charges are due and payable in the
State of Ohio in connection with the filing of the Ohio Financing Statement.



7. Other than nominal filing fees, no fees, taxes or other charges are due and payable in the
State of Delaware in connection with the filing of the Delaware Financing Statements.


 


F-34









 





8. The Ohio Financing Statement is in proper form for filing in the office of the Secretary of
State of the State of Ohio. When the Ohio Financing Statement is duly filed in the office of the
Secretary of State of the State of Ohio and all required filing fees are paid, the Ohio Financing
Statement will be sufficient to perfect a security interest in favor of Greif Receivables in the
right, title and interest of Great Lakes in and to the collateral described in the Ohio Financing
Statement in which a security interest may be perfected under the Uniform Commercial Code in effect
in the State of Ohio by filing financing statements in the State of Ohio.



9. Each Delaware Financing Statement is in proper form for filing in the office of the
Secretary of State of the State of Delaware. When each Delaware Financing Statement is duly filed
in the office of the Secretary of State of the State of Delaware and all required filing fees are
paid, each Delaware Financing Statement will be sufficient to perfect a security interest in favor
of the secured party named therein in the right, title and interest of the Greif Party named as the
debtor therein in and to the collateral described in the Delaware Financing Statement in which such
Greif Party is named as the debtor in which a security interest may be perfected under the Delaware
UCC by filing financing statements in the State of Delaware.



10. Other than any filings contemplated by the Transaction Documents, no consent, approval or
authorization of, or registration or declaration with, any governmental authority of the State of
Ohio, the State of Delaware that is required under the Delaware UCC, the State of New York under
the New York UCC or the United States of America, is required in connection with the execution and
delivery of the Transaction Documents by the Greif Party which are parties thereto, the
consummation by the Greif Parties of the transaction contemplated thereby or the performance of the
Greif Parties of their obligations thereunder.



11. No Greif Party is an “investment company” or an entity “controlled” by an “investment
company,” as those terms are defined in the Investment Company Act of 1940, as amended.



Despite any other express or implied statement in this letter, each of the opinions expressed
in this letter is subject to the following further qualifications, whether or not such opinions
refer to such qualifications:



(i) The opinions expressed herein may be limited by: (a) general principles of
equity and (b) general principles of interpretation and rules of construction of contracts. The
opinions expressed herein in paragraph 1 may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or similar federal or state laws or judicial decisions of general
application relating to the rights of creditors.



(ii) Certain of the remedial provisions contained in the Transaction
Documents may be limited or rendered unenforceable in whole or in part by laws governing the same.
For example: (a) certain indemnification provisions and provisions for the recovery of legal fees
and expenses in connection with the enforcement of remedies may not be enforceable; (b) provisions
resulting in a waiver of certain rights by the Greif Parties may be limited by legal and equitable
principles and public policy at the time in effect; (c) the availability of specific performance,
injunctive relief or other equitable remedies and the appointment of a receiver are




 


F-35









 







subject to the discretion of the court before which any proceeding therefor may be brought; (d)
provisions permitting the Administrative Agent to vote or otherwise exercise any rights with
respect to any of the collateral under the Transaction Documents absent compliance with the
requirements of applicable laws and regulations as to the voting of or other exercise of rights
with respect to such collateral may not be enforceable; (e) provisions purporting to effect a
right of set-off with respect to any contingent or unmatured obligations may not be enforceable;
(f) provisions purporting to grant the right of power of attorney may not be enforceable; and (g)
every aspect of the disposition of any collateral subject to the Transaction Documents, including,
without limitation, the method, manner, time, place and terms, must be commercially reasonable as
provided in Section 9-610 of the Uniform Commercial Code. However, any unenforceability of such
provisions does not render the Transaction Documents invalid as a whole and, subject to the
assumptions and qualifications (including qualifications set forth in this paragraph (ii)), does
not render the Transaction Documents legally inadequate for the practical realization of the
benefits provided therein.



(iii) We express no opinion as to whether a court would limit the exercise or
enforcement of rights or remedies under the Transaction Documents (a) in the event of any default
by any person under the Transaction Documents or any related agreement or instrument if it is
determined that such default is not material or if such exercise or enforcement is not reasonably
necessary for a creditor’s protection, (b) if the exercise or enforcement thereof under the
circumstances would violate an implied covenant of good faith and fair dealing and (c) against the
Greif Parties when seeking the exercise or enforcement of rights or remedies under the Transaction
Documents in a foreign jurisdiction.



(iv) We express no opinion with respect to (a) the power or authority of the
Conduit Purchaser or the Administrative Agent (individually, a “Financing Party”) to execute,
deliver or perform its obligations under the Transaction Documents to which such Financing Party is
a party, (b) compliance by any Financing Party with any federal or state banking law, rule,
regulation or restriction, or (c) compliance by any Financing Party with any federal or state law,
rule, regulation or restriction which is or was required to be complied with by a Financing Party
in order to enforce any rights of a Financing Party under any of the Transaction Documents.



(v) We express no opinion with respect to: (a) the right, title or interest of any
person to any property, real or personal, or the existence of or freedom from any security
interest, lien, charge or encumbrance thereon; (b) except to the extent set forth in paragraphs 2,
3, 4, 5, 8 and 9 above, the creation, attachment, enforceability or perfection of any lien on or
security interest in any real or personal property; (c) the priority of any lien on or security
interest in any real or personal property or the accuracy of the description thereof in any of the
Transaction Documents or the Financing Statements (as defined in Exhibit A) (however, we are not
aware of any State of Ohio judicial decision that holds that a description of the type set forth in
the Transaction Documents or the Financing Statements does not reasonably identify the personal
property described therein); (d) whether any financing statement, mortgage or other instrument or
document has been duly filed or recorded; and (e) any transaction to which the Uniform Commercial
Code, as in effect in the applicable jurisdiction, does not apply by the terms of Section 9-109 of
the Uniform Commercial Code, as in effect in the applicable jurisdiction.


 


F-36









 





(vi) Any security interest created under the Transaction Documents with
respect to any property will not be effective until a Greif Party, as the case may be, has
acquired rights therein, and with respect to personal property that is acquired by the Greif
Party, as the case may be, after the date hereof, Section 552 of the United States Bankruptcy Code
will limit the extent to which property acquired by a debtor after the commencement of a case
under the United States Bankruptcy Code may be subject to a security interest arising from a
security agreement entered into by the debtor before the commencement of such case.



(vii) The perfection of any security interest arising from the filing of financing
statements will expire or be ineffective (a) as to any property acquired by the debtor more than
four months after such debtor changes its name, identity or structure so as to make the financing
statements seriously misleading under section 9-506 of the Uniform Commercial Code, unless
amendments to the financing statements that render the financing statements not seriously
misleading are properly filed before the expiration of such four month period; (b) as to any
property with respect to which a continuation statement is not filed within the period of six
months prior to the expiration of five years from the dates of the original filing of the
respective financing statements; (c) in accordance with the provisions of Section 9 315 of the
Uniform Commercial Code relating to proceeds of personal property subject to a perfected interest;
(d) as to any item of property consisting of goods acquired from the debtor identified therein, to
the extent provided in Sections 9 320 and 9-323(d) and (e) of the Uniform Commercial Code as to
the rights of certain buyers of goods; (e) four months after the change of the debtor’s location
to a jurisdiction of organization other than the jurisdiction of organization in which it is
located on the date hereof; and (f) as to accounts, general intangibles, investment property and
chattel paper, four months after the debtor identified therein changes its location, to a
jurisdiction other than the jurisdiction in which it is located on the date hereof, unless new
appropriate financing statements are properly filed in the appropriate jurisdiction before the
expiration of such four-month period.



This opinion is solely for the benefit of the addressees hereof, Standard & Poors’ Rating
Services, a division of McGraw-Hill, Fitch Ratings Limited, Moody’s Investor Service, Inc. and the
benefit of their successors and assigns in connection with the transactions contemplated by the
Transaction Documents. This opinion letter may not otherwise be disclosed or be relied upon for any
other purpose, or relied upon by any other person, firm or corporation for any purpose, without our
prior written consent. The opinions expressed in this letter are made only as of the date hereof.
We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of
this letter. The opinions in this letter are limited to the matters set forth in this letter, and
no other opinion should be inferred beyond the matters expressly stated. The opinion is not to be
quoted in whole or in part or otherwise referred to, nor is it to be filed with any governmental
agencies or any person without our prior written consent, except as may be required by applicable
law or by order of any governmental authority.




Very truly yours,


 


F-37









 





EXHIBIT A




LIST OF VARIOUS AGREEMENTS AND INSTRUMENTS




1. Receivables Purchase Agreement (the “Receivables Purchase Agreement”), dated as of [•]
October, 2003 between Greif Receivables Funding LLC as seller (the “Seller”), Greif, Inc. as an
originator and as servicer (the “GI Originator” and the “Servicer”, respectively), Greif Containers
Inc. as an originator (“GCI Originator”) and Great Lakes Corrugated Corp. as an originator (“GLCC
Originator” and, together with GI Originator and GCI Originator, the “Originators”), Scaldis
Capital LLC as purchaser (the “Purchaser”) and Fortis Bank S.A./N.V. as administrative agent (the
“Administrative Agent”).



2. Sale and Contribution Agreement (the “Sale and Contribution Agreement’), dated as of [•]
October, 2003 between Greif, Inc. as seller (the “GI Seller”), Greif Containers Inc. as seller (the
“GCI Seller”), Great Lakes Corrugation Corp. as seller (the “GLCC Seller”) and Greif Receivables
Funding LLC as purchaser (the “Purchaser”).




3. Deposit Account Control Agreement with [***] of Lock-Box Accounts
[***], [***] and
[***] dated as of [•] October, 2003.




4. Deposit Account Control Agreement with [***] of Lock-Box Account [***]
dated as of [•] October, 2003.




5. Concentration Account Control Agreement with [***] of Concentration Account
[***] dated as of [•] October, 2003.




6. Deposit Account Control Agreement with [[***]] of Lock-Box Account [***] dated as
of [•] October, 2003 (such deposit and concentration account control agreements listed in
paragraphs 3 through 6, inclusive, the “Deposit Account Control Agreements”).



7. Security Agreement between the GI Originator and the Administrative Agent dated [•]
October, 2003 (the “Greif Security Agreement”).



8. Security Agreement between the GLCC Originator and the Administrative Agent dated [•]
October, 2003 (the “Great Lakes Security Agreement,” and together with the Greif Security
Agreement, the “Security Agreements”).



9. Security Agreement between the Seller and the Administrative Agent dated [•] October, 2003
(the “Seller Security Agreement”).




10. Security Account Control Agreement with [***] dated as of [•] October, 2003 (the “Securities Account Control Agreement”).


 


F-38









 





11. Security Interest Release Agreement dated as of [•] October, 2003.



12. Guaranty dated as of [•] October, 2003, by Greif, Inc.



13. Administration Agreement dated as of [•] October, 2003 between the Seller and Greif, Inc.
as administrator (the “Administrator”).



14. Tax Indemnification Agreement dated as of [•] October, 2003 between the Originators and
the Seller.



15. Fee Agreement dated as of [•] October, 2003 among Administrative Agent, the Seller and the
Originators.



16. Power of Attorney of Greif, Inc.



17. one UCC-1 financing statement naming the GLCC Originator as debtor and the Seller as
secured party to be filed with the Secretary of State of the State of Ohio (the “Ohio Financing
Statement”).



18. one UCC-1 financing statement naming the GI Originator as debtor and the Seller as secured
party to be filed with the Secretary of State of the State of Delaware (the “Grief Delaware
Financing Statement”).



19. one UCC-1 financing statement naming the GCI Originator as debtor and the Seller as
secured party to be filed with the Secretary of State of the State of Delaware (the “Containers
Delaware Financing Statement”).



20. one UCC-1 financing statement naming the Seller as debtor and Fortis Bank S.A./N.V. as
Administrative Agent as secured party to be filed with the Secretary of State of the State of
Delaware (the “Greif Receivables Delaware Financing Statement,” and together with the Containers
Delaware Financing Statement and the Greif Delaware Financing Statement, the “Delaware Financing
Statements”).



The documents identified in items 1 through 16 are collectively referred to as the
“Transaction Documents.”



The financing statements identified in items 17 through 20 are referred to as collectively the
“Financing Statements.”


 


F-39









 





                    , 2003




Scaldis Capital LLC

c/o Lord Securities Corporation

2 Wall Street

New York, New York 1000




Fortis Bank S.A./N.V. 
as
Administrative Agent

Montagne du Parc 3

 B-1000

Brussels Belgium





				
	 	RE:	 	GREIF RECEIVABLES FUNDING LLC, A DELAWARE LIMITED LIABILITY COMPANY






Ladies and Gentlemen:



We have acted as counsel to Greif Receivables Funding LLC, a Delaware limited liability
company (“Seller”), in connection with the transactions (the “Transactions”) contemplated by (i)
the Sale and Contribution Agreement, dated as of the date hereof (the “Sale and Contribution
Agreement”), among Greif, Inc., a Delaware corporation (“GI Originator”), Greif Containers Inc., a
Delaware corporation (“GCI Originator”), Great Lakes Corrugated Corp., an Ohio corporation (“GLCC
Originator” and, together with GI Originator and GCI Originator, the “Originators” and each an
“Originator”), and Seller, (ii) the Receivables Purchase Agreement, dated as of the date hereof
(the “Receivables Purchase Agreement”), among Seller, the Originators, GI Originator, in its
capacity as servicer, Scaldis Capital LLC, a Delaware limited liability company (“Purchaser”) and
Fortis Bank S.A./N.V., as administrative agent (“Agent”). This opinion is being delivered to you
pursuant to your request. Capitalized terms not defined herein shall have the meanings given to
them in the Receivables Purchase Agreement.



We have been advised that GI Originator is the sole shareholder of GCI Originator and GLCC
Originator, and that the Originators are the sole members of Seller.



In connection with the Transactions, you have requested our opinion regarding:



1. Whether, under present reported decisional authority and statutes applicable to federal
bankruptcy cases, in the event that one or more of the Originators becomes a debtor in a case under
the United States Bankruptcy Code, in a properly presented and argued case, a United States
Bankruptcy Court or other court exercising bankruptcy jurisdiction (“Bankruptcy Court”), exercising
reasonable judgment after full consideration of all relevant factors (assuming active opposition by
Purchaser or Agent or any successor in interest thereto), would order the substantive consolidation
of the assets and liabilities of Seller with those of one or more of the Originators.


 


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2. Whether under present reported decisional authority and statutes applicable to federal
bankruptcy cases, in the event that one or more of the Originators becomes a debtor in a case
under the United States Bankruptcy Code, in a properly presented and argued case, a Bankruptcy
Court, exercising reasonable judgment after full consideration of all relevant factors (assuming
active opposition by Purchaser or Agent or any successor in interest thereto), (i) would hold that
the Receivables transferred by such Originator to Seller (the “Transferred Receivables”) are
property of the estate of such Originator under section 541(a)(1) of the Bankruptcy Code; or (ii)
would hold that the Transferred Receivables that are not in the possession of such Originator at
the time of the filing of its bankruptcy petition are subject to the automatic stay provision of
section 362(a) of the Bankruptcy Code.



ASSUMPTIONS




In rendering this opinion, we have examined and relied on originals or copies, certified or
otherwise identified to our satisfaction, of the documents listed on Exhibit A, as well as factual
certificates received from the Originators and Seller (the “Certificates”), and we have also
examined such statutes, regulations, rulings and judicial decisions as we deem necessary to render
this opinion.



We have assumed for the purpose of this opinion, with your approval and without independent
verification or investigation, (i) that the signatures on all documents examined by us are
genuine, (ii) that all documents submitted to us as originals are authentic, and (iii) that all
documents submitted to us as copies conform with the originals.



We have assumed, with your approval and without independent verification or investigation,
(i) the due authorization, execution and delivery by the parties thereto of the Transaction
Documents (as that term is defined in Exhibit A), and that the parties to the Transaction
Documents have full power, authority and legal right, as the case may be, to execute and deliver
the Transaction Documents, and to perform and observe the respective provisions thereof; (ii) that
each of the parties to the Transaction Documents is duly organized or formed, validly existing,
and in good standing or full force and effect in the jurisdiction where it was formed; and (iii)
that each of the Transaction Documents constitutes the legal, valid and binding obligation of, and
is enforceable in accordance with its terms against, the respective parties thereto (except as
such enforceability may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors’ rights generally).



With respect to past or present facts and to present intentions as to future conduct, we have
examined and relied, with your approval and without independent verification or investigation, on
the representations as to matters of fact contained in the Certificates (as that term is defined
in Exhibit A), copies of which are attached hereto, and have assumed that those representations
are true and accurate in all respects.



In connection with this opinion, we do not purport to be qualified to express legal
conclusions based on the law of any state or jurisdiction other than the law of the State of Ohio
and the federal law of the United States of America as it may be applied in an adversary
proceeding, contested matter or civil action that involves substantive consolidation, whether
property constitutes property of the estate or the applicability of the automatic stay, without




 


F-41









 







giving effect to conflict of laws provisions, and accordingly, we express no opinion as to the law
of any other state within the United States of America or of any other jurisdiction.



We call to your attention that the Transaction Documents provide that they are to be governed
by, and construed in accordance with, the law of the State of Ohio or the State of New York. This
opinion has been rendered as if the Transaction Documents were governed, to the extent that state
law is applicable, in all respects by the law of the State of Ohio, without giving effect to
principles of conflict of laws.



The opinions set forth herein are expressly subject to there being no material change in the
relevant law after the date hereof.



In rendering this opinion, we have further assumed, with your approval and without
independent verification or investigation, that the following facts and statements, as of the date
of the initial purchase of Transferred Receivables by Seller from Originators under the Sale and
Contribution Agreement (the “Initial Purchase Date”) or at such other time, if any, specified
therein (as the case may be), are true and accurate in all respects, which facts and statements
with respect to past or present facts or to present intentions as to future conduct have been
certified to us in the Certificates or are set forth in or required by an Authority Document (as
that term is defined in Exhibit A) or a Transaction Document.



A. THE TRANSACTIONS



1. On or before the Initial Purchase Date, each Originator will sell or contribute to Seller,
pursuant to the Sale and Contribution Agreement, all of such Originator’s right, title and interest
in and to all of the Transferred Receivables owned by such Originator as of the close of business
on the business day immediately preceding such Initial Purchase Date. After the date hereof, each
Originator may from time to time sell or contribute to Seller all of such Originator’s right, title
and interest in and to additional Transferred Receivables. Each Originator will sell or contribute
the Transferred Receivables to Seller only in accordance with the Sale and Contribution
Agreement. All actions required under the Uniform Commercial Code as in effect in each applicable
jurisdiction to perfect and continue the perfection of the ownership interest of Seller in and to
the Transferred Receivables have been and will be duly made.



2. The Transferred Receivables will be sold to Seller or contributed to the capital of Seller,
as the case may be, by the Originators without recourse on account of credit problems of obligors
under the Transferred Receivables (“Obligors”) and without any warranty of
collectibility or any other warranty as to the ability of Obligors to make payments on the
Transferred Receivables. As set forth in Section 2.06 of the Sale and Contribution Agreement, the
parties thereto intend that the transfer of the Transferred Receivables pursuant to the Sale and
Contribution Agreement constitute an irrevocable and absolute sale or capital contribution thereof.



3. Pursuant to the Sale and Contribution Agreement, each Originator represents and warrants,
among other things, that it will possess title to each of those Transferred Receivables immediately
prior to such sale, free and clear of any adverse claims.


 


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4. Pursuant to the Guaranty (as that term is defined in Exhibit A), GI Originator will
unconditionally and irrevocably guaranty the full and timely performance of the obligations
required to be performed by GCI Originator and GLCC Originator under the Transaction Documents.



5. Pursuant to the Sale and Contribution Agreement and the Tax Indemnification Agreement (as
that term is defined in Exhibit A), each Originator will indemnify Seller against certain claims;
but that indemnification has not, does not and will not include any
indemnification that has the effect of recourse to the Originators for nonpayment of any
Transferred Receivable originated by any Originator due to credit problems, bankruptcy or
insolvency of the Obligor on the Transferred Receivable.



6. The consideration received and to be received by the Originators on account of the transfer
of the Transferred Receivables pursuant to the Sale and Contribution Agreement constitutes
reasonably equivalent value and fair consideration. As consideration for Transferred Receivables
transferred by the Originators to Seller on the Initial Purchase Date or any Daily Settlement Date,
Seller will pay an amount equal to the fair market value of such Transferred Receivables, as agreed
between Seller and the relevant Originator. The Sale and Contribution Agreement is commercially
reasonable and has reflected and reflects a transaction which is not less favorable to any party to
the Sale and Contribution Agreement than could be obtained in a comparable transaction with
unaffiliated third parties.



7. As set forth in Section 2.02 of the Sale and Contribution Agreement, the Purchase Price
under the Sale and Contribution Agreement will be paid to each Originator in cash, or, in the sole
discretion of the relevant Originator, as capital contributed by that Originator to Seller, or a
combination thereof.



8. Except with respect to the repurchase or replacement of certain Transferred Receivables as
set forth in Section 2.04 of the Sale and Contribution Agreement, no Originator has the right or
option to reclaim any Transferred Receivable or to substitute or accept a retransfer of any of the
Transferred Receivables. Under Section 2.04 of the Sale and Contribution Agreement, each
Originator is required to repurchase or replace any Transferred Receivable, which Transferred
Receivable was determined by Seller, Servicer or Agent not to have been an Eligible Receivable at
the time of purchase of such Transferred Receivable by Seller from such Originator. In the event
such Transferred Receivable is repurchased, the relevant Originator will repurchase the Transferred
Receivable for a repurchase price equal to the outstanding principal balance of such Transferred
Receivable. In the event such Transferred Receivable is replaced with a substantially similar
Eligible Receivable, any portion of the outstanding principal balance of such Transferred
Receivable in excess of the outstanding principal balance of the Transferred Receivable being
replaced will be paid to the applicable Originator, or credited as a capital contribution by the
applicable Originator.



9. The Obligors have been or will be instructed to make payments with respect to Transferred
Receivables only to one or more lock-box accounts as provided in the Sale and Contribution
Agreement and the Receivables Purchase Agreement. Under the Security Agreements (as that term
is defined in Exhibit A), the GI Originator and GLCC Originator have granted to Agent, as
collateral security for their obligations under clause 5.02(c) of the


 


F-43









 





Receivable Purchase Agreement to remit or procure that all Receivables be remitted to a lock-box
account and their obligations under their respective Security Agreement, a present and continuing
security interest in such lock-box accounts and all monies, checks, instruments and other items of
value of those Originators paid, deposited, credited, held or otherwise in the possession or under
the control of, or in transit to, the Lock-Box Banks (as that term is defined in the Receivables
Purchase Agreement), and any proceeds of the foregoing. In the event any Collections (as that term
is defined in the Receivables Purchase Agreement) on the Transferred Receivables are received by
an Originator, such Originator shall take reasonable steps to ensure that those Collections are
promptly deposited into a lock-box account. On each business day, the Lock-Box Banks will transfer
all Collections held in the lock-box accounts as of the close of the immediately preceding
business day to a concentration account held by GI Originator. Under the Greif Security Agreement
(as that term is defined in Exhibit A), GI Originator has granted to Agent, as collateral security
for its obligations under clause 5.02(c) of the Receivable Purchase Agreement to remit or procure
that all Receivables be remitted to a lock-box account and its obligations under the Greif
Security Agreement, a present and continuing security interest in the concentration account. On
each business day, the Concentration Account Bank (as that term is defined in the Receivables
Purchase Agreement) will transfer all Collections held in the concentration account to a
securities account held by Seller in the name of Seller. Under the Seller Security Agreement (as
that term is defined in Exhibit A), Seller has granted to Agent, as collateral security for its
obligations under the Receivables Purchase Agreement, a present and continuing security interest
in the securities account. While there is some commingling in the accounts of Collections on
Transferred Receivables with collections on other Receivables owned by Seller, such commingling
will only exist for a period of one month before the occurrence of a reconciliation of the
Collections attributed to the Transferred Receivables, which amounts will be distributed pursuant
to the Receivables Purchase Agreement, and those collections attributable to other Receivables
owned by Seller, if any, which amounts will be paid to Seller.



10. The transfer of Transferred Receivables by the Originators to Seller pursuant to the Sale
and Contribution Agreement is intended by the Originators and Seller to be treated as a sale, or a
contribution to capital, as the case may be, and not as a loan. The accounting records and the
financial statements of the Originators will show clearly that, for accounting purposes, the
Transferred Receivables have been sold by the Originators.



11. All of the Transferred Receivables will be owned by the Originators, free and clear of any
adverse claim, at the time of transfer. Seller will accept the conveyance of Transferred
Receivables in good faith without knowledge of any adverse claim against, interest in, lien on, or
defense to payment of, those assets (other than any adverse claim arising solely as a result of any
action taken by Seller under the Sale and Contribution Agreement). Each of the Transaction
Documents has reflected and continues to reflect a bona fide transaction which has arms’ length
terms and which has been or will be undertaken in good faith for legitimate business purposes.



12. There is no agreement or provision in the Transaction Documents that provides that the
Originators will, after the transfer of the Transferred Receivables under the Sale and Contribution
Agreement, retain any interest whatsoever as owner of the Transferred Receivables. However, as a
matter of administrative convenience, pursuant to the Receivables Purchase Agreement and the
Administration Agreement (as that term is defined in Exhibit A), Seller has


 


F-44









 





authorized GI Originator, subject to certain limitations, to service, collect and administer the
Transferred Receivables. GI Originator (in its capacity as servicer, “Servicer”) will be entitled
to receive a servicing fee for performing the services as set forth in Section 2.05(a) of the
Receivables Purchase Agreement. The Receivables Purchase Agreement is commercially reasonable and
has reflected and reflects a transaction which is not less favorable to either party to the
Receivables Purchase Agreement than could be obtained in a comparable transaction with
unaffiliated third parties.



13. Pursuant to the Receivables Purchase Agreement, Seller has transferred and assigned and
will transfer and assign Receivables Interests (as defined in the Receivables Purchase Agreement)
to Purchaser, in exchange for advances of the purchase price therefor, as described in the
Receivables Purchase Agreement.



14. On the Initial Purchase Date, Seller will transfer to Purchaser Receivables Interests in
the Transferred Receivables purchased by Seller on the Initial Purchase Date, and
will receive approximately $                     from Purchaser in payment of the purchase price
therefor.



15. The Obligors have not and will not be notified of the transfer of the Transferred
Receivables by the Originators to Seller and the subsequent sale of an interest therein by Seller
to Purchaser unless Purchaser exercises its right to direct Seller or Servicer to notify the
Obligors. There are valid business reasons for not notifying the Obligors of the sale of the
Transferred Receivables, including that such notification could confuse some Obligors and could
lead to defaults and to increased administrative burdens in servicing the Transferred Receivables.
However, the Originators and Seller have filed or caused to be filed UCC Financing Statements,
which filings constitute public notice of the transfer of the Transferred Receivables to Seller.



B. PROCEDURES AND RELATIONSHIPS



1. Seller has been and is a limited liability company organized under the laws of the State of
Delaware. Seller has limited, is limiting and will limit its activities to purchasing, financing
and selling the Transferred Receivables from the Originators, entering into and performing its
obligations under the Transaction Documents to which it is a party, and entering into certain other
agreements, performing certain other obligations and transacting any and all lawful business for
which a limited liability company may be organized under the laws of the State of Delaware that is
incident, necessary and appropriate to accomplish the purposes set forth above. Seller has not
been authorized and is not authorized to engage in any other activity. Seller may not amend, modify
or supplement the scope of its permitted activities in any respect.



2. GI Originator and GCI Originator are corporations incorporated under the laws of the State
of Delaware and GLCC Originator is a corporation incorporated under the laws of the State of Ohio.
The Originators constitute all of the members of Seller. GI Originator is the sole shareholder of
each of GCI Originator and GLCC Originator. The Originators shall hereinafter be referred to
collectively as “Affiliated Parties” and individually as an “Affiliated Party.”



3. Seller has observed, observes, and will continue to observe the applicable procedures and
legal formalities required by the Authority Documents and the law applicable


 


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thereto. Seller has maintained, maintains, and will continue to maintain its separate legal
existence.



4. Seller has acted, acts, and will continue to act solely in its own name and solely through
its duly authorized managers, officers, directors, or agents in the conduct of its business. Seller
has entered, enters, and will continue to enter into contracts and other transactions, and has
conducted, conducts, and will continue to conduct business, solely in its own name in a manner
designed to inform third parties of the identity of the entity with which they are dealing. Seller
has not permitted, is not permitting, and will not permit any contract or other transaction
relating to its business to be entered into other than clearly in the name of the entity that is
intended to be responsible and liable for that contract or transaction in a manner designed to
inform the other parties to the transaction of the identity of the entity that is responsible and
liable. Seller has held itself out and identified itself, holds itself out and identifies itself,
and will continue to hold itself out and identify itself as a separate and distinct legal entity
under its own name. Other than for purposes of tax treatment set forth in Section 8 of the
Operating Agreement, Seller has not held itself out, is not holding itself out, and will not hold
itself out as a department or division of an affiliate or any other person.



5. Except for office space leased from GI Originator by Seller under the Services Agreement
(as that term is defined in Exhibit A), none of the Originators have permitted, permits, or will
permit Seller to have, or to hold itself out as having, any place of business or operations at the
premises of any Affiliated Party or any affiliate of any of them. To the extent that employees are
necessary for the conduct of its business and affairs, Seller has had, has, and will have its own
employees separate from the employees of any Affiliated Party or any affiliate of any of them.
Seller has maintained, maintains, and will continue to maintain an adequate number of its own
employees to conduct its contemplated business to the extent that it has adequate funds to do so.
Seller has not required and it is anticipated that Seller will not require any employees to conduct
its business.



6. The members, managers, officers, and directors, as appropriate, of Seller have duly
authorized, duly authorize, and will continue to duly authorize all of their actions to the extent
required by the law of the State of Delaware and by the Authority Documents. Seller has maintained
or caused to be maintained, maintains or causes to be maintained, and will continue to maintain or
cause to be maintained, correct and complete books and records, and accounting records, separate
from those of any of the Affiliated Parties, of any affiliate of any of them or of any other
person.



7. Except with respect to the commingling in the accounts as described in paragraph A.9
hereof, Seller has not commingled, is not commingling and will not commingle its separate funds or
assets with those of any of the Affiliated Parties, of any of the affiliates of any of them or of
any other person. To the extent applicable, Seller has paid, pays, and will continue to pay the
salaries of its employees and all its other operating expenses and liabilities solely from its own
separate funds; when using checks, has paid, pays, and will continue to pay its obligations with
checks marked clearly with its own name; and has used, uses, and will continue to use solely its
own name. Seller has not permitted, is not permitting and will not permit any of the Affiliated
Parties or any of their affiliates to pay salaries of employees of either of the Affiliated Parties
or any of their affiliates or other operating expenses and liabilities of either of the


 


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Affiliated Parties or any of their affiliates from the funds of Seller; to pay any obligations of
any of the Affiliated Parties or any of their affiliates with checks of Seller; or to use the name
of Seller for any purpose. Seller has paid, pays, and will continue to pay its own obligations and
indebtedness only with its own assets.



8. Except to the extent that the lock-box and concentration accounts will be identified by the
account banks as being in the name of GLCC Originator or GI Originator, Seller has maintained,
maintains, and will maintain the securities account or any other bank accounts in its own name,
separate and apart from any bank account or cash concentration account or system of each of the
Affiliated Parties, of any affiliate of any of them or of any other person.



9. Seller has had, has, and will have stationery and other business forms separate from those
of any of the Affiliated Parties, of any affiliate of any of them, or of any other person.



10. In light of Seller’s business and purpose, the capitalization of Seller has been adequate,
and, on the date of this letter, the capitalization of Seller is adequate. The revenues derived by
Seller from the conduct of its business have been sufficient to pay, are sufficient to pay and are
currently anticipated to be sufficient in the future to pay the liabilities of Seller when and as
due and payable. All transactions between Seller and any of the Affiliated Parties or any affiliate
of any of them have been, are and will be fair to all parties, and have been, are and will be
commercially reasonable and on terms substantially similar to those that could be obtained in an
arms’ length transaction, and have been made, are made and will be made in good faith, without any
intent to hinder, delay or defraud creditors of any of them.



11. Under the Services Agreement, Seller has conducted, conducts, and will conduct its
business in office space leased or subleased from GI Originator for which Seller has paid, pays and
will pay rent to GI Originator in an amount calculated to reimburse GI Originator or its affiliates
for the cost and expense of its office space. The office space leased by Seller has been identified
as, is identified as and will continue to be identified as that of Seller and has been separated,
is separated and will continue to be separated from the office space of GI Originator or its
affiliates. Seller has had, has and will have a distinct business address; and, to the extent that
it has a telephone, Seller has had, has and will have a separate telephone extension that will be
published in the telephone directory and with directory assistance.



12. Under the Services Agreement and the Administration Agreement, Seller has contracted,
contracts or will contract with GI Originator to provide certain services such as payroll
processing, human resources, and legal and accounting services, and has compensated, compensates
and will compensate GI Originator for those services. The terms of the Services Agreement and the
Administration Agreement are commercially reasonable and are not less favorable to each party to
the transaction than those that the party could obtain in a comparable transaction with an
unaffiliated person or entity. Except as provided in the Transaction Documents, Seller has made,
is making, and will make all payments due under the Services Agreement and the Administration
Agreement timely on a periodic basis as provided therein.



13. Except as permitted by the Transaction Documents, Seller has not made any loan to or
accepted any loan from, is not making any loan to or accepting any loan from, and will not


 


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make any loan to or accept any loan from any of the Affiliated Parties, any of their affiliates,
or any other person. Except as contemplated by the Transaction Documents, Seller has not assumed
or guarantied or otherwise agreed to be liable for the payment of, is not assuming or guarantying
or otherwise agreeing to be liable for the payment of, and will not assume or guaranty or
otherwise agree to be liable for the payment of, any liability of any of the Affiliated Parties,
of any of their affiliates, or of any other person. Seller has not held out, is not holding out,
and will not hold out, its assets or creditworthiness as being available to satisfy the
obligations of any of the Affiliated Parties, of any of their affiliates, or of any other person.
Except as contemplated by the Transaction Documents, Seller has not incurred, is not incurring,
and will not incur any debt on the basis of the assets or creditworthiness of the Affiliated
Parties, of any of their affiliates, or of any other person. Except as contemplated by the
Transaction Documents, Seller has not required, is not requiring, and will not require, as a
routine matter, the guaranty of its obligations by any of the Affiliated Parties, or any of their
affiliates, or of any other person to enable it to operate or to transact its business.



14. Except to the extent necessary to organize, and to the extent necessary to document and
consummate the Transactions, Seller has not entered into any transaction with any of the Affiliated
Parties or any affiliate. All transactions between Seller and any affiliate have had, have, and
will have legitimate business purposes for all parties thereto; have been, are, and will be on
commercially reasonable terms; and have been, are, and will be on terms and conditions not less
favorable to each party to the transaction than those that the party could obtain in comparable
transactions with unaffiliated persons or entities. Except to the extent necessary and
appropriate under the Services Agreement and the Administration Agreement and in GI Originator’s
capacity as servicer under the Receivables Purchase Agreement, Seller has not permitted, is not
permitting, and will not permit any of the Affiliated Parties or any of their affiliates (other
than solely as a member, manager, officer or director, as appropriate) to make decisions with
respect to the ordinary course of the business and affairs of Seller. GI Originator has acted, acts
and will continue to act as the Servicer of the Transferred Receivables pursuant to the Receivables
Purchase Agreement and has received, receives and will continue to receive a servicing fee that is
consistent with that which would be paid in an arm’s length transaction and will be undertaken
pursuant to contractual provisions that require the servicing to be done in a manner consistent
with generally recognized industry standards.



15. The Transaction Documents have permitted and continue to permit the Originators
to realize a return from the sale or contribution of the Transferred Receivables to Seller at
approximately the same rate that any seller could obtain if it were to obtain a loan secured by the
Transferred Receivables being sold or if it were to sell the Transferred Receivables to an
unaffiliated third party. In addition, this structure has enabled and will enable the Originators
to obtain more flexible terms for the sales or contributions of the Transferred Receivables.
Concurrently, as a result of those transactions, Seller has generated and will generate not less
than a reasonable return on equity.



C. DISCLOSURE OF THE TRANSACTIONS



1. Seller has maintained or caused to be maintained and will maintain or cause to be
maintained its accounts, books, records, and accounting records separate from those of any other
person. Seller has prepared or caused to be prepared and will prepare or cause to be prepared




 


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financial statements showing its assets and liabilities separate and apart from those of any other
person. Seller had not, has not and will not have its assets listed on the financial statements of
any other person, except as required by generally accepted accounting principles; and any
consolidated financial statements that include the assets of Seller have contained and will contain
a note describing this transaction and indicating that the separate assets and liabilities of
Seller have been consolidated therein and that Seller has separate financial statements. The
separate financial statements of Seller have contained and will contain a note describing this
transaction. Nothing contained in the financial statements of Seller has indicated or will indicate
that the assets of Seller are available to pay creditors of any of the Affiliated Parties or of any
affiliate of any of them other than to the extent that Seller may make distributions to its owners.
Any separate financial statements of Seller will state (i) that the assets of any Originator and
any Originator’s other affiliates are not available to pay Seller’s creditors; and (ii) that,
except to the extent that Seller may make distributions to its owners as permitted by the
Transaction Documents, its assets are not available to pay the creditors of any Originator or of
any other affiliate of any Originator.



2. Except when consolidated tax returns are permitted by applicable law, Seller has filed or
caused to be filed, and will file or cause to be filed, tax returns separate from those of the
Affiliated Parties and of any other affiliate of the Affiliated Parties. Any consolidated tax
return that includes Seller’s assets has contained and will contain separate balance sheets and
income statements for Seller showing that the assets and income of Seller are separate from those
of all other entities covered by the consolidated tax return.



ANALYSIS




A. SUBSTANTIVE CONSOLIDATION



Substantive consolidation1 is an exception to the general rule that a corporation,
limited partnership or limited liability company is a legal entity separate and distinct from its
owners and other affiliates and that its assets are not directly available to creditors of its
owners and other affiliates. Substantive consolidation is an equitable doctrine which involves a
discretionary, equitable judgment to be made in the future by a federal bankruptcy court based on
law, facts, circumstances, and other considerations, some of which may arise in the future. In
applying the remedy of substantive consolidation, a court can combine the assets and liabilities of
a debtor in a case under the Bankruptcy Code, with those of another debtor in a case under the
Bankruptcy Code, or in some instances, with those of individuals or entities that are not subject
to a case under the Bankruptcy Code.2


 






	 	 	 
	1	 	“Substantive consolidation” should be distinguished from joint administration or
procedural consolidation, which permits unitary administration of the estates of two or more
related debtors in bankruptcy in the same court. See Bankruptcy Rule 1015.

	 
	2	 	Courts disagree on whether the substantive consolidation of a debtor in a case under
the Bankruptcy Code with an individual or entity that is not a debtor in a case under the
Bankruptcy Code is permitted. Compare Helena Chemical Co. v. Circle Land & Cattle Corp. (In re
Circle Land & Cattle Corp.), 213 B.R. 870, 876-77 (Bankr. D. Kan. 1997) (court questioned whether
it had subject matter jurisdiction to consolidate a non-debtor substantively with a debtor); Morse
Operations, Inc. v. Robins Le-Cocq, Inc. (In re Lease-A-Fleet, Inc.), 141 B.R. 869, 872 (Bankr.
E.D. Pa. 1992) (in denying substantive consolidation,




 


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The power of a bankruptcy court substantively to consolidate the assets and liabilities of
separate entities is addressed by the Bankruptcy Code in section 1123(a)(5) of the Bankruptcy
Code, 11 U.S.C. § 1123(a)(5). See In re Stone & Webster, Inc., 286 B.R. 532, 540-41 (Bankr. D.
Del. 2002). Further, the courts have also considered the power of substantive consolidation to be
within the general equitable powers of the bankruptcy courts. E.g., FDIC v. Colonial Realty Co.,
966 F.2d 57, 59 (2d Cir. 1992), and cases cited. In relevant part, section 105(a) of the
Bankruptcy Code, 11 U.S.C. § 105(a), provides that a bankruptcy court “may issue any order,
process or judgment that is necessary or appropriate to carry out the provisions of [the
Bankruptcy Code].” The courts that have considered the issue of substantive consolidation
generally have held that substantive consolidation should be granted only “sparingly” and only in
“rare cases” because it can work harsh inequities on the creditors of the respective estates. See
FDIC v. Colonial Realty Co., 966 F.2d 57, 61 (2d Cir. 1992); Chemical Bank New York Trust Co. v.
Kheel (In re Seatrade Corp.), 369 F.2d 845, 847 (2d Cir. 1966); James Talcott, Inc. v. Wharton (In
re Continental Vending Machine Corp.), 517 F.2d 997, 1001 (2d Cir. 1975), cert. denied, 424 U.S.
913 (1976).



Our review of the case law with respect to substantive consolidation indicates that the
theory continues to evolve and that there is no uniform methodology for analyzing cases in which
substantive consolidation is sought. The court in In re Snider Brothers, Inc., 18 B.R. 230 (Bankr.
D. Mass. 1982), observed:




There is no one set of elements which, if established, will mandate consolidation
in every instance. Moreover, the fact that corporate formalities may have been
ignored, or that different debtors are associated in business in some way, does not
by itself lead inevitably to the conclusion that it would be equitable to merge
otherwise separate estates.



Id. at 234.


 






	 	 	 
	 	 	the court stated that “caution must be multiplied exponentially in a situation where a
consolidation of a debtor’s case with a non-debtor is attempted”); In re Julien Co., 120 B.R. 930,
937-38 (Bankr./W.D. Tenn. 1990) (motion to consolidate substantively is not sufficiently protective
of non-debtor and relief therefore must be sought by adversary proceeding); Goldman v. Haverstraw
Associates (In re R.H.N. Realty Corp.), 84 B.R. 356, 358 (Bankr. S.D.N.Y. 1988) (“To amend the
caption so as to add [a non-debtor] as a co-debtor would deprive [the non-debtor] of the
opportunity of contesting the involuntary petition. . . .”); and In re Alpha & Omega Realty, Inc.,
36 B.R. 416, 417 (Bankr. D. Idaho 1984) (questions jurisdiction and due process requirements
necessary for applying the remedy of substantive consolidation involving a party that is not a
debtor in a case under the Bankruptcy Code), with White v. Creditors Service Corp. (In re Creditors
Service Corp.), 195 B.R. 680 (Bankr. S.D. Ohio 1996) (degree of entanglement between various
entities warranted substantive consolidation even though not all the entitles were debtors in cases
under the Bankruptcy Code); Bracaglia v. Manzo (In re United Stairs Corp.), 176 B.R. 359, 370
(Bankr. D.N.J. 1995) (where entities are alter ego of debtor in case under the Bankruptcy Code
creditors have the right to move for substantive consolidation of the two entities without the need
to satisfy the requirements of the provisions of the Bankruptcy Code governing the commencement of
an involuntary bankruptcy); Munford, Inc. v. TOC Retail, Inc. (In re Munford), 115 B.R. 390, 398
(Bankr. N.D. Ga. 1990) (even in the absence of finding of fraud or intent to hinder and delay,
creditors’ ability to file involuntary petition under section 303 of the Bankruptcy Code did not
preclude the use of substantive consolidation under section 105(a)




 


F-50









 





Some courts that have faced the issue of substantive consolidation have focused on the
question whether the affairs of the debtor corporation were so obscured and so “hopelessly”
entangled with those of another entity that they could not be disentangled. In In re Vecco
Construction Industries, Inc., 4 B.R. 407, 410 (Bankr. E.D. Va. 1980), the court listed seven
factors that are significant in determining whether to order substantive consolidation: (1) the
degree of difficulty in segregating the assets and liabilities of each company; (2) the issuance
of consolidated financial statements; (3) increased profitability due to consolidation of the
operations of both companies at a single physical location; (4) the commingling of assets and
business functions between the companies; (5) a unity of interests and ownership between the
companies; (6) the existence of intercorporate guaranties on loans; and (7) the transfer of assets
from one entity to another without observance of corporate formalities. In In re Gainesville P H
Properties, Inc., 106 B.R. 304, 306 (Bankr. M.D. Fla. 1989), aff’d sub nom. Eastgroup Properties
v. Southern Motel Associates, Ltd., 935 F.2d 245 (11th Cir. 1991), the court, relying on Pension
Benefit Guaranty Corp. v. Ouimet Corp., 711 F.2d 1085 (1st Cir.), cert. denied, 464 U.S. 961
(1983), listed three additional factors: (8) the presence of common officers and directors; (9)
the existence of a subsidiary that transacts business solely with its parent; and (10) a mutual
disregard of the legal separateness of a subsidiary and its parent.



Extensive guaranties of an affiliate’s debt and substantial intercompany debt suggest that
the pre bankruptcy interrelationship may warrant substantive consolidation. See, e.g., In re
Drexel Burnham Lambert Group Inc., 138 B.R. 723, 766 (Bankr. S.D.N.Y. 1992) (presence of
interlocking directors and officers, sharing of overhead, management and other expenses, shifting
of funds between entities without observing corporate formalities, intricate network of
intercompany accounts, and extensive cross corporate guaranties were all factors in court granting
substantive consolidation). Absent other factors suggesting operation of the different entities as
one enterprise, however, the existence of intercorporate guaranties and loans alone will not
mandate substantive consolidation. For example, in one case, the court ruled that a lender that
had sought and received a cross corporate guaranty of a loan to one company from the other company
had operated on the assumption that it was dealing with separate entities. United Savings Bank v.
Augie/Restivo Baking Co. (In re Augie/Restivo Baking Co.), 860 F.2d 515, 519 (2d Cir. 1988). See
also In re Donut Queen, Ltd., 41 B.R. 706, 710 (Bankr. E.D.N.Y. 1985) (guaranties by two debtors
relative to one specific transaction did not evidence commonality of business purpose justifying
consolidation); In re Snider Brothers, Inc., 18 B.R. 230, 239 (Bankr. D. Mass. 1982) (despite
frequency of intercorporate guaranties and loans, court denied substantive consolidation where
each debtor kept separate records of the same evidencing lack of severe corporate entanglement).



Similarly, although an entity’s lack of employees may suggest substantive consolidation, it is
only one of many factors in the analysis. See, e.g., Murphy v. Stop & Go Shops, Inc. (In re Stop &
Go of America, Inc.), 49 B.R. 743, 746 (Bankr. D. Mass. 1985) (in addition to lack of employees,
the court considered debtor corporation’s lack of funds, office, income, expenses and other factors
in determining that debtor had no real existence and was mere instrumentality and alter ego of
related entity, thereby warranting substantive consolidation); Kroh Brothers Development Co. v.
Kroh Brothers Management Co. (In re Kroh Brothers Development Co.), 117 B.R. 499, 502 (W.D. Mo.
1989) (in ordering substantive consolidation of debtor corporation with non debtor related entity,
court considered, among other things, that non debtor entity had no employees, offices or separate
bank accounts and “virtually no independent existence”); In re




 


F-51









 







Drexel Burnham Lambert Group Inc., 138 B.R. 723, 744 (Bankr. S.D.N.Y. 1992) (among many factors
cited by court in granting substantive consolidation were that entities to be consolidated with
related debtor lacked employees, failed to publish unconsolidated financial statements, and failed
to advertise in their own name or to represent themselves to the public as independent entities,
and that no creditors or customers ever looked to the independent credit of those entities).



Complete domination or control of one entity by another is another factor supporting
substantive consolidation of the entities. See, e.g., Murphy v. Stop & Go Shops, Inc. (In re Stop
& Go of America, Inc.), 49 B.R. 743, 750 (Bankr. D. Mass. 1985) (court cited “pervasive control”
in granting substantive consolidation); In re Baker & Getty Financial Services, Inc., 78 B.R. 139,
142 (Bankr. N.D. Ohio 1987) (while control by individual debtors over corporate debtors was factor
in court determining to consolidate estates, court also considered extensive commingling of
assets, use of corporate funds to purchase individual debtors’ assets, and failure to observe
corporate formalities); In re Richton International Co., 12 B.R. 555, 558 (Bankr. S.D.N.Y. 1981)
(among factors cited other than parental control over subsidiaries were existence of extensive
cross guaranties, consolidated tax returns and financial statements, and apparent lack of
prejudice to any particular group of creditors from a consolidation). However, domination and
control of one entity by another entity does not automatically lead to substantive consolidation
of the entities. See Nordberg v. Murphy (In re Chase & Sanborn Corp.), 55 B.R. 451, 452 53 (Bankr.
S.D. Fla. 1985) (application for substantive consolidation of individual debtor with corporate
debtors had been denied notwithstanding fact that the individual debtor “dominated and controlled”
each of the corporate debtors and it would be impossible to reconstruct separate financial
records).



Most of the ten factors listed in Vecco and Gainesville are absent from the subject
transaction. The Originators transact business with the public. The activities of Seller are and
will be limited to purchasing the Transferred Receivables and selling Purchaser Interests in the
Transferred Receivables. Under the Services Agreement (as that term is defined in Exhibit A),
Seller has conducted, conducts, and will conduct its business in office space leased from GI
Originator for which Seller has paid, pays and will pay rent to GI Originator in an amount
calculated to reimburse GI Originator for the cost and expense of its office space. The office
space leased by Seller has been identified as, is identified as and will be identified as that of
Seller and has been separated, is separated and will be separated from the office space of GI
Originator, any of its affiliates and any other person. Seller has had, has and will have a
distinct business address; and, to the extent that it has telephones, Seller has had, has and will
have separate telephone extensions that will be published in the telephone directory and with
directory assistance.



Even though Seller has not required, and it is anticipated that Seller will not require, any
employees to conduct its business, to the extent that employees are necessary for the conduct of
its business and affairs, Seller has had, has, and will have its own employees separate from the
employees of the Affiliated Parties or of any affiliate of any of them. To the extent that Seller
has employees, its employees have not been, are not, and will not also be employees of an
Affiliated Party or of any other affiliate. Seller has maintained, maintains, and will continue to
maintain an adequate number of its own employees to conduct its business to the extent that it has
adequate funds to do so.


 


F-52









 





Seller has maintained or caused to be maintained, maintains or causes to be maintained, and
will continue to maintain or cause to be maintained, correct and complete books and records, and
accounting records, separate from those of the Affiliated Parties, of any affiliate of either of
them, or of any other person. Seller has acted, acts, and will continue to act solely in its own
name and solely through its duly authorized managers, officers, directors, or agents in the
conduct of its business. Seller has entered, enters, and will continue to enter into contracts and
other transactions, and has conducted, conducts, and will continue to conduct business, solely in
its own name in a manner designed to inform third parties of the identity of the entity with which
they are dealing. Seller has not permitted, is not permitting and will not permit any contract or
other transaction relating to its business to be entered into other than clearly in the name of
the entity that is intended to be responsible and liable for that contract or transaction in a
manner designed to inform the other parties to the transaction of the identity of the entity that
is responsible and liable. Seller has held itself out and identified itself, holds itself out and
identifies itself, and will continue to hold itself out and identify itself as a separate and
distinct legal entity under its own name. Other than for purposes of the tax treatment set forth
in Section 8 of the Operating Agreement, Seller has not held, is not holding, and will not hold
itself out as a department or division of an affiliate or any other person.



Except to the extent that the lock-box and concentration accounts will be identified by the
account banks as being in the name of GLCC Originator or GI Originator, Seller has maintained,
maintains, and will maintain the securities account or any other bank accounts in its own name,
separate and apart from any bank account or cash concentration account or system of any of the
Affiliated Parties, of any affiliate of either of them or of any other person. Except with respect
to the commingling in the accounts as described in Paragraph A.9 hereof, Seller has not commingled,
does not commingle, and will not commingle its separate funds or assets with those of any
Affiliated Party of any affiliate of either of them or of any other person. While there is some
commingling in the accounts, the Collections will be separately accounted for and a reconciliation
and distribution will occur on a monthly basis. The contemplated commingling of cash is expressly
circumscribed by the Transaction Documents and is similar to cash management systems frequently
employed by separate yet unaffiliated entities. Such arrangements have had and have legitimate
purposes for each party thereto, have been and are on commercially reasonable terms and have been
and are on conditions not less favorable to the parties thereto than could have been or could be
obtained in comparable transactions with unaffiliated persons or entities.



Seller has had, has, and will have stationery and other business forms separate from those of
any of the Affiliated Parties, of any affiliate of any of them or of any other person. To the
extent applicable, Seller has paid, pays, and will continue to pay the salaries of its employees
and all its other operating expenses and liabilities solely from its own separate funds; when
using checks, has paid, pays, and will continue to pay its obligations with checks marked clearly
with its own name; and has used, uses, and will continue to use solely its own name. Seller has
not permitted, is not permitting, and will not permit any of the Affiliated Parties to pay
salaries of employees of any of the Affiliated Parties or their affiliates or other operating
expenses and liabilities of any of the Affiliated Parties or their affiliates from the funds of
Seller; to pay any obligations of any of the Affiliated Parties or their affiliates with checks of
Seller; or to use the name of Seller for any purpose. Seller has paid, pays, and will continue to
pay its own obligations and indebtedness only with its own assets.


 


F-53









 





Seller has maintained or caused to be maintained and will maintain or cause to be maintained
its accounts, books, records, and accounting records separate from those of any other person.
Seller has prepared or caused to be prepared and will prepare or cause to be prepared financial
statements showing its assets and liabilities separate and apart from those of any other person.
Seller had not, has not and will not have its assets listed on the financial statements of any
other person, except as required by generally accepted accounting principles; and any consolidated
financial statements that include the assets of Seller have contained and will contain a note
describing this transaction and indicating that the separate assets and liabilities of Seller have
been consolidated therein and that Seller has separate financial statements. The separate
financial statements of Seller have contained and will contain a note describing this transaction.
Nothing contained in the financial statements of Seller has indicated or will indicate that the
assets of Seller are available to pay creditors of any of the Affiliated Parties or of any
affiliate of any of them other than to the extent that Seller may make distributions to its
owners. Any separate financial statements of Seller will state (i) that, the assets of any
Originator and any Originator’s other affiliates are not available to pay Seller’s creditors; and
(ii) that, except to the extent that Seller may make distributions to its owners as permitted by
the Transaction Documents, its assets are not available to pay the creditors of any Originator or
of any other affiliate of any Originator.



Except when consolidated tax returns are permitted by applicable law, Seller has filed or
caused to be filed, and will file or cause to be filed, tax returns separate from those of the
Affiliated Parties and of any other affiliate of the Affiliated Parties. Any consolidated tax
return that includes Seller’s assets has contained and will contain separate balance sheets and
income statements for Seller showing that the assets and income of Seller are separate from those
of all other entities covered by the consolidated tax return.



Except as permitted by the Transaction Documents, Seller has not made any loan to or accepted
any loan from, is not making any loan to or accepting any loan from, and will not make any loan to
or accept any loan from any of the Affiliated Parties, any of their affiliates, or any other
person. Except as contemplated by the Transaction Documents, Seller has not assumed or guarantied
or otherwise agreed to be liable for the payment of, is not assuming or guarantying or otherwise
agreeing to be liable for the payment of, and will not assume or guaranty or otherwise agree to be
liable for the payment of, any liability of any of the Affiliated Parties, of any of their
affiliates, or of any other person. Except as contemplated by the Transaction Documents, Seller has
not held out, is not holding out, and will not hold out, its assets or creditworthiness as being
available to satisfy the obligations of any of the Affiliated Parties, of any of their affiliates,
or of any other person.



Except as contemplated by the Transaction Documents, Seller has not incurred, is not
incurring, and will not incur any debt on the basis of the assets or creditworthiness of the
Affiliated Parties, of any of their affiliates, or of any other person. The Guaranty is a guaranty
of performance, and, as a practical matter, guarantees only the accuracy of the representations
and warranties of the GCI Originator and GLCC Originator in the Transaction Documents and certain
other obligations (for example, indemnification provisions and the payment of expenses) of GCI
Originator and GLCC Originator under the Transaction Documents and is not a general guaranty of
payment or indebtedness. The Guaranty provides a direct benefit to GI Originator on account of its
direct ownership interests in GCI Originator and GLCC Originator. Seller has not




 


F-54









 







required, is not requiring, and will not require, as a routine matter, the guaranty of its
obligations by any of the Affiliated Parties, or any of their affiliates, or of any other person
to enable it to operate or to transact its business.



The terms of the Services Agreement, the Administration Agreement, the Sale and Contribution
Agreement, the Receivables Purchase Agreement and the other Transaction Documents have been and
are commercially reasonable, have not been and are not less favorable to each party to the
transactions than those that the party could have obtained or could obtain in a comparable
transaction with an unaffiliated person, and have had and have legitimate business purposes for
the parties thereto. Except as provided in the Transaction Documents, Seller has made, is making,
and will make all payments due under the Services Agreement, the Administration Agreement, the
Sale and Contribution Agreement and the Receivables Purchase Agreement timely on a periodic basis
as provided therein.



All transactions between Seller and any affiliate have had, have, and will have legitimate
business purposes for all parties thereto; have been, are, and will be on commercially reasonable
terms; and have been, are, and will be on terms and conditions not less favorable to each party to
the transaction than those that the party could obtain in comparable transactions with
unaffiliated persons or entities.



Except to the extent necessary and appropriate under the Services Agreement and the
Administration Agreement and in GI Originator’s capacity as servicer under the Receivables
Purchase Agreement, Seller has not permitted, is not permitting, and will not permit any
Originator (other than solely as a member, manager, officer or director, as appropriate) to make
decisions with respect to the ordinary course of the business and affairs of Seller. GI Originator
has acted, acts and will continue to act as the Servicer of the Transferred Receivables pursuant
to the Receivables Purchase Agreement and has received, receives and will continue to receive a
servicing fee that is consistent with that which would be paid in an arm’s length transaction and
will be undertaken pursuant to contractual provisions that require the servicing to be done in a
manner consistent with generally recognized industry standards.



Seller has observed, observes, and will continue to observe the applicable procedures and
legal formalities required by the Authority Documents and the law applicable thereto. Seller has
maintained, maintains, and will continue to maintain its separate legal existence. The members,
managers, officers, and directors, as appropriate, of Seller have duly authorized, duly
authorizes, and will continue duly to authorize all of its actions to the extent required by the
law of the State of Delaware and by the Authority Documents.



In considering substantive consolidation, the courts have shifted focus away from simple lists
of factors toward a balancing test which looks at “the economic prejudice of continued debtor
separateness versus the economic prejudice of consolidation.” In re Snider Brothers, Inc., 18 B.R.
230, 234 (Bankr. D. Mass. 1982); see also In re Luth, 28 B.R. 564, 567 (Bankr. D. Idaho 1983).
Under the balancing test, the courts consider the factors listed by the Vecco court in the context
of determining whether the proponents of substantive consolidation have been harmed. See In re
Affiliated Foods, Inc., 249 B.R. 770, 777 (Bankr. W.D.Mo. 2000).


 


F-55









 





In Snider Brothers, the court declined to order substantive consolidation because “the Court
[found] it difficult to see any possible benefit that may arise as a result of consolidation” and
“[t]he applicants here have failed to allege any substantial harm or injustice to them which
occurred as a result of the way in which these debtors did business.” 18 B.R. at 239. The Snider
Brothers court made this determination even though the unsecured creditors did not object to
substantive consolidation and despite the court’s findings that the debtors’ relationship was
obscured by intercorporate loans, sales and guaranties and that certain personnel may have crossed
corporate lines from time to time without proper reimbursement. Id.



In Flora Mir Candy Corp. v. R.S. Dickson & Co. (In re Flora Mir Candy Corp.), 432 F.2d 1060,
1062 63 (2d Cir. 1970), the court reversed an order of substantive consolidation because it
prejudiced creditors who had relied on the separate corporate existence of one of the debtors. In
In re Donut Queen, Ltd., 41 B.R. 706 (Bankr. E.D.N.Y. 1984), substantive consolidation was denied
because, even though the court found a unity of ownership and interest, it determined that “the
equities favoring [substantive consolidation did not] outweigh those militating towards debtor
separateness.” 41 B.R. at 711.



In Union Savings Bank v. Augie/Restivo Baking Co. (In re Augie/Restivo Baking Co.), 860 F.2d
515 (2d Cir. 1988), the court denied substantive consolidation even though the two companies at
issue had, for all practical purposes, merged their businesses. Because the two entities’ assets
could be traced separately, their assets were not consolidated. The court applied two alternative
tests for determining whether to order substantive consolidation: (1) whether creditors of the
entities that were sought to be substantively consolidated “did not rely on their separate identity
in extending credit,” or (2) whether the affairs of the debtors were so entangled that
consolidation would benefit all creditors. 860 F.2d at 518. The presence of either factor is a
sufficient basis to order substantive consolidation. Reider v. FDIC (In re Reider), 31 F.3d 1108
(11th Cir. 1994). This same approach was adopted and applied in the Ninth Circuit in Anderson v.
Compton (In re Bonham), 229 F.3d 750, 766 (9th Cir. 2000). In In re Bonham, the Court of Appeals
for the Ninth Circuit held that the bankruptcy court did not err in ordering substantive
consolidation of the debtor’s estate and the estates of her two closely held corporations. The
Court’s holding was based on its determination that (i) the debtor and the two corporations were
not operated as separate entities, (ii) their creditors relied solely on the debtor and not on the
separate credit of the two corporations, and (iii) that the operations of the two corporations were
excessively entangled with the debtor’s affairs to the extent that any attempt to disentangle their
affairs would be “needlessly expensive and possibly futile.” See id. at 767.



In Eastgroup Properties v. Southern Motel Associates, Ltd., 935 F.2d 245 (11th Cir. 1991),
the Eleventh Circuit adopted the analysis enunciated in Drabkin v. Midland Ross Corp. (In re Auto
Train Corp.), 810 F.2d 270 (D.C. Cir. 1987). The Eastgroup court held that the proponent of
substantive consolidation must prove (1) that there is substantial identity between the entities
to be consolidated, and (2) that consolidation is necessary to avoid some harm or to realize some
benefit. 935 F.2d at 249. If the proponent of consolidation is able to meet its burden, a
presumption arises “that creditors have not relied solely on the credit of one of the entities
involved.” Eastgroup, 935 F.2d at 249, quoting In re Lewellyn, 26 B.R. 246, 251 52 (Bankr. S.D.
Iowa 1982). The burden then shifts to the objecting creditor who must show (1) that it has relied
on the separate credit of one of the entities to be consolidated, and (2) that it will be
prejudiced by substantive consolidation. Eastgroup, 935 F.2d at 249, citing Auto Train, 810




 


F-56









 







F.2d at 276. Finally, if the objecting creditor is successful, the court may order substantive
consolidation only on a determination that the demonstrated benefits of consolidation “heavily”
outweigh the harm.3 Eastgroup, 935 F.2d at 249. A similar approach was taken in Reider
v. FDIC (In re Reider), 31 F.3d 1102, 1105 08 (11th Cir. 1994), and First National Bank of El
Dorado v. Giller (In re Giller), 962 F.2d 796, 799 (8th Cir. 1992). See also Kroh Brothers
Development Co. v. Kroh Brothers Management Co. (In re Kroh Brothers Development Co.), 117 B.R.
499, 502 (W.D. Mo. 1989) (involving nunc pro tunc substantive consolidation).



In First National Bank of Barnesville v. Rafoth (In re Baker & Getty Financial Services,
Inc.), 974 F.2d 712, 719 21 (6th Cir. 1992), the Court of Appeals for the Sixth Circuit
disapproved the approach of the Auto Train case. It did so, however, only to the extent that Auto
Train requires one application of the Auto Train/Eastgroup criteria when estates are consolidated
substantively and a revisiting of the same criteria to determine whether the substantive
consolidation should be given retroactive, or nunc pro tunc, effect. Indeed, the court indicated
agreement with the application of the Auto Train/Eastgroup criteria to determine whether
substantive consolidation is appropriate in the first instance:




As Auto Train itself noted, the inquiry it proposed will “closely parallel” the
inquiry already conducted in ordering substantive consolidation. It would add
needless confusion to allow relitigation of this question in the guise of
litigation over the filing date, particularly when the outcomes will almost always
be the same.



974 F.2d at 721 (emphasis supplied).



Substantive consolidation cannot be based on historical events that have no continuing
significance. We have found no case law ruling on this issue; however, this result flows logically
from the Auto-Train/Eastgroup analysis being based on prejudice to the creditors of the entity
seeking consolidation and from the corollary that substantive consolidation cannot be based on
transactions that do not impact creditors. Flora Mir Candy Corp. v. R.S. Dickson & Co. (In re
Flora Mir Candy Corp.), 432 F.2d 1060, 1062 63 (2d Cir. 1970). In addition, the most analogous
case we did find supports this conclusion. In Raslavich v. Ira S. Davis Storage Co. (In re Ira S.
Davis, Inc.), 1993 Bankr. LEXIS 1383 (Bankr. E.D. Pa.), the court dismissed a complaint for
substantive consolidation of a non debtor with the debtor, but granted leave to amend, In doing
so, the judge stated that he doubted that the plaintiff could make a case for


 






	 	 	 
	3	 	Where substantive consolidation is necessary to realize the benefit of confirming a
consensual plan of reorganization, some bankruptcy courts are inclined to grant substantive
consolidation even if there is not the degree of “substantial identity” that would be required in a
contested situation, if substantive consolidation is uncontested, see, e.g., In re Standard Brands
Paint Co., 154 B.R. 563, 573 (Bankr. C.D. Cal. 1993) (granting a modified form of substantive
consolidation; “Determining the proper answer would be much more problematic if there were any
objections to debtors’ motion.”), or the significance of substantive consolidation to creditors is
slight, Bruce Energy Centre Ltd. v. Orfa Corp. of America (In re Orfa Corp. of Philadelphia), 129
B.R. 404, 412 (Bankr. E.D. Pa. 1991) (“While this court is ultimately able to allow the Plan to
pass muster on this issue, principally because the significance to creditors is slight, the
questions are close enough that we could picture another court’s viewing their resolution
differently.” (emphasis in original)).






 


F-57









 








substantive consolidation based on the facts as they appeared. The debtor was a moving company.
The defendant was a related storage company. The debtor moving company had transferred real estate
to the non debtor storage company more than 15 years before the bankruptcy case was filed and had
recorded in the registry a statement that no tax was due because the two had the same identity.
Id. at *3. The court remarked on the fact that this transaction appeared to be ancient history:




The statement that a transfer was made between the parties over 15 years ago does
not support the conclusion that there is a “unity of interest and ownership”
between the parties.



Id. at *13. There were several factors that would have supported substantive consolidation,
but the judge recited three factors that made him reluctant to consolidate: (i) he would be
putting an apparently solvent company and its creditors and employees into liquidation; (ii) it
did not appear that creditors were misled as to which entity they were dealing with; and (iii) the
companies had filed separate tax returns for many years making it likely that their financial
affairs could be separated without undue cost. Id. at *16 20.



The transaction in issue is structured to avoid prejudice to creditors of Seller, any
Affiliated Party or any of their affiliates. On the date of this letter, the capitalization of
Seller is adequate in light of its business and purpose. Seller has entered, enters, and will
continue to enter into contracts and other transactions, and has conducted, conducts, and will
continue to conduct business, solely in its own name in a manner designed to inform third parties
of the identity of the entity with which it is dealing. Seller has not permitted, is not
permitting, and will not permit any contract or other transaction relating to its business to be
entered into other than clearly in the name of the entity that is intended to be responsible and
liable for that contract or transaction in a manner designed to inform the other parties to the
transaction of the identity of the entity that is responsible and liable. All transactions between
Seller and any affiliate have had, have, and will have legitimate business purposes for all
parties thereto; have been, are, and will be on commercially reasonable terms; and have been, are,
and will be on terms and conditions not less favorable to each party to the transaction than those
that the party could obtain in an arms’ length transaction, and will be made in good faith,
without any intent to hinder, delay or defraud creditors of any of them.



Seller has maintained or caused to be maintained and will maintain or cause to be maintained
its accounts, books, records, and accounting records separate from those of any other person.
Seller has prepared or caused to be prepared and will prepare or cause to be prepared financial
statements showing its assets and liabilities separate and apart from those of any other person.
Seller had not, has not and will not have its assets listed on the financial statements of any
other person, except as required by generally accepted accounting principles; and any consolidated
financial statements that include the assets of Seller have contained and will contain a note
describing this transaction and indicating that the separate assets and liabilities of Seller have
been consolidated therein and that Seller has separate financial statements. The separate financial
statements of Seller have contained and will contain a note describing this transaction. Nothing
contained in the financial statements of Seller has indicated or will indicate that the assets of
Seller are available to pay creditors of any of the Affiliated Parties or of any affiliate of any
of them other than to the extent that Seller may make distributions to its owners. Any




 


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separate financial statements of Seller will state (i) that the assets of any Originator and any
Originator’s other affiliates are not available to pay Seller’s creditors; and (ii) that, except
to the extent that Seller may make distributions to its owners as permitted by the Transaction
Documents, its assets are not available to pay the creditors of any Originator or of any other
affiliate of any Originator.



The prejudice that substantive consolidation would, in our view, cause to Purchaser would be
an additional reason to deny substantive consolidation.



B. PROPERTY OF ORIGINATOR’S ESTATE



Subject
to certain exceptions, section 541(a)(1) of the Bankruptcy Code, 11 U.S.C. §
541(a)(1), provides that property of the estate includes “all legal or equitable interests of the
debtor in property as of the commencement of the case.” The automatic stay under section 362(a) of
the Bankruptcy Code, 11 U.S.C. § 362(a), applies, inter alia, to property of the debtor and
property in the possession of the debtor. A bankruptcy trustee of Originator, or Originator as
debtor in possession, might assert that Originator retained an interest in certain of the
Transferred Receivables because they were not sold or transferred absolutely to Seller, but were
merely pledged to Seller as security for an obligation of Originator.



Whether certain of the Transferred Receivables would be considered “property” of the
bankruptcy estate of an Originator and be subject to the automatic stay provision of section
362(a) of the Bankruptcy Code, if one or more of the Originators were to become a debtor in a case
under the Bankruptcy Code, turns on whether the sale or contribution, as the case may be, of the
Transferred Receivables pursuant to the Sale and Contribution Agreement constitutes an absolute
transfer or the granting of a security interest to Seller to secure obligations of the
Originators. The Bankruptcy Code does not, however, provide guidance as to whether a debtor has
parted completely with an interest in property or whether it owes a debt secured by that property.
Bankruptcy courts look to state law to determine the nature and extent of a debtor’s interest in
property. See, e.g., Chicago Board of Trade v. Johnson, 264 U.S. 1, 10 (1924); Butner v. United
States, 440 U.S. 48, 55 (1979).



The Uniform Commercial Code leaves to judicial decision whether a transfer of assets
constitutes a sale (for purposes of this analysis, the term sale will be used to refer to a
transfer of assets that is either a sale or a transfer of assets that is a contribution of
capital). In determining whether the sale and conveyance of the Transferred Receivables constitutes
a complete transfer of ownership or the granting of a security interest to secure indebtedness, we
are not aware of any reported case law interpreting provisions identical to those contained in the
Sale and Contribution Agreement. Case law does exist, however, in contexts where courts have
considered whether a transfer is a “true sale” or a transfer for purposes of security. For purposes
of this opinion we include within the term “sale” a contribution of property to an entity in which
the transferor receives or retains an equity interest in the transferee as consideration for the
transfer.



Courts have focused on several factors in determining whether a transfer constitutes a “true
sale” or the grant of a security interest. In In re Evergreen Valley Resort, Inc., 23 B.R. 659,




 


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661-62 (Bankr. D. Me. 1982), the court listed five factors that indicate that a transaction is a
secured loan, rather than a sale.




Several factors have emerged through court interpretation of this section of the
U.C.C. [§ 9-102] which indicate when an assignment operates to create a security
interest only. [1] A security interest is indicated where the assignee retains a
right to a deficiency on the debt if the assignment does not provide sufficient
funds to satisfy the amount of debt. Major’s Furniture Mart, Inc. v. Castle Credit
Corp. [, 602 F.2d 538 (3d Cir. 1979)]; In re Bowen, 5 U.C.C. Rep. Serv. 261 (Bankr.
D. Or. 1968). [2] A security interest is also indicated when the assignee
acknowledges that his rights in the assigned property would be extinguished if the
debt owed were to be paid through some other source. [Levin v. City Trust Co.] (In
re Joseph Kanner Hat Co., Inc.), 482 F.2d at 940. [3] Likewise, a security interest
is indicated if the assignee must account to the assignor for any surplus received
from the assignment over the amount of the debt. Gold Coast Leasing Co. v.
California Carrots, Inc., 93 Cal. App. 3d 274, 155 Cal. Rptr. 511 (1979); see also
§ 9 502(2) (“If the security agreement secures an indebtedness, the secured party
must account to the debtor for any deficiency.”). [4] Evidence that the assignor’s
debt is not reduced on account of the assignment is also evidence that the
assignment is intended as security. [Levin v. City Trust Co.] (In re Joseph Kanner
Hat Co., Inc.), 482 F.2d at 940 (citing to Bacon v. Kienzel, 21 A. 37, 39 (N.J. Ch.
1891)). [5] Finally, the contract language itself may express the intent that the
assignment is for security only. See Georgia Pacific Corp. v. Lumber Products Co.[,
590 P.2d 661 (Okla. 1979).] [But] In contrast, assignments have been found to be
absolute transfers where the assignment operates to discharge the underlying debt.
See Geeslin v. Blackhawk Heating & Plumbing Co., Inc., 81 III. App. 3d 179, 398
N.E.2d 1176 (1979); Lyon v. Ty Wood Corporation, 212 Pa. Super 69, 239 A.2d 819
(1968).



(Footnote omitted; numbering added) Another court used the same list in Stephenson v. First
Union National Bank of South Carolina (In re Berry), 189 B.R. 82, 87 (Bankr. D.S.C. 1995), and In
re Carolina Utilities Supply Co., 118 B.R. 412, 415-16 (Bankr. D.S.C. 1990). In all three cases
application of the five factors led to the conclusion that the transaction involved was a secured
loan rather than a sale.



The issue of the application of principles of law to the facts of the proposed transaction is
an issue of law, not of fact. Levin v. City Trust Co. (In re Joseph Kanner Hat Co.), 482 F.2d 937,
939 (2d Cir. 1973). This matter is therefore an appropriate subject of a reasoned legal opinion.




1. Right to a Deficiency



The first Evergreen factor is whether the assignee has a right to collect a deficiency from
the assignor if the proceeds of the assigned property are insufficient to satisfy the debt.



Transactions in which the assignor agrees to pay the assignee in the event of any shortfall in
collections from the assigned property are generally held to be secured loans. Major’s Furniture
Mart, Inc. v. Castle Credit Corp., 602 F.2d 538, 540, 544-46 (3d Cir. 1979); Dewhirst




 


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v. Citibank (Arizona) (In re Contractor’s Equip. Supply Co.), 861 F.2d 241, 245 (9th Cir. 1988);
Fireman’s Fund Insurance Co. v. Grover (In re Woodson Co.), 813 F.2d 266, 268, 271-72 (9th Cir.
1987); Levin v. City Trust Co. (In re Joseph Kanner Hat Co., Inc.), 482 F.2d 937, 940 (2d Cir.
1973); Blackford v. Commercial Credit Corp., 263 F.2d 97, 100, 105-06 (5th Cir.), cert. denied,
361 U.S. 825 (1959); CF Motor Freight v. Schwartz (In re De-Pen Line, Inc.), 215 B.R. 947, 951
(Bankr. E.D. Pa. 1997) (60-day chargeback provision on uncollected accounts indicated that
transaction was a loan); Stephenson v. First Union National Bank of South Carolina (In re Berry),
189 B.R. 82, 88 (Bankr. D.S.C. 1995); Rechnitzer v. Boyd (In re Executive Growth Investments,
Inc.), 40 B.R. 417, 422 (Bankr. C.D. Cal. 1984); Castle Rock Industrial Bank v. S.O.A.W.
Enterprises, Inc. (In re S.O.A.W. Enterprises, Inc.), 32 B.R. 279, 282-83 (Bankr. W.D. Tex. 1983);
Credit Alliance Corp. v. Nixon Machinery Corp. (In re Nixon Machinery Corp.), 6 B.R. 847, 849
(Bankr. E.D. Tenn. 1980); Milana v. Credit Discount Co., 27 Cal. 2d 335, 163 P.2d 869, 870, 872
(1945). But see Hatoff v. Lemons & Associates, Inc. (In re Lemons & Associates, Inc.), 67 B.R.
198, 209 (Bankr. D. Nev. 1986) (transaction held to be a “true sale” despite full recourse, in
part because the debtor’s advertising brochure described the assignments of deeds of trust as a
purchase and sale).



Conversely, transactions in which the assignor is not liable for a shortfall under any
circumstances are ordinarily held to be sales of the assigned property. Bear v. Coben (In re
Golden Plan of California, Inc.), 829 F.2d 705 (9th Cir. 1986) (optional servicer advances were
not the equivalent of full recourse); East Coast Equipment Co. v. Commissioner of Internal
Revenue, 222 F.2d 676, 677 (3d Cir. 1955); Goldstein v. Madison National Bank, 89 B.R. 274, 277
(D.D.C. 1988); Deutscher v. Tennesco, Inc. (In re Southern Industrial Banking Corp.), 45 B.R. 97,
99 (Bankr. E.D. Tenn. 1984); Federated Department Stores, Inc. v. Commissioner, 51 T.C. 500, 515
(1968), aff’d on other issues, 426 F.2d 417 (6th Cir. 1970) (transaction was a sale despite
recourse to a 10% reserve). But see In re Alda Commercial Corp., 327 F. Supp. 1315, 1318 (S.D.N.Y.
1971) (transfer of funds to obtain participation interests in loans extended by the debtor was
held to be a loan even though there was no recourse to the transferor for credit risk where the
participation accounts were part of the debtor’s regular financing business and it controlled and
managed the accounts, subject only to the participant’s right to receive interest and the eventual
return of his investment).



The Sale and Contribution Agreement contains no provision for recourse by Seller to any
Originator for a shortfall in Collections under the Transferred Receivables resulting from the
credit problems, bankruptcy or insolvency of an Obligor occurring after the date of the sale of a
Transferred Receivable. Seller does not have recourse against any Originator solely because an
Obligor does not make the required payments on a related Transferred Receivable.



The Sale and Contribution Agreement requires an Originator to repurchase a Transferred
Receivable only in the event that it is discovered that the particular Transferred Receivable was
not an Eligible Receivable at the time of sale or contribution. In lieu of repurchasing the
in-Eligible Receivable, the relevant Originator may choose to replace it with a Transferred
Receivable. These are the types of provisions for a limited remedy for breaches of warranties and
covenants that are typical of a sale transaction. See Major’s Furniture Mart, Inc. v. Castle Credit
Corp., 602 F.2d 538, 545 (3d Cir. 1979) (“Guaranties of quality alone, or even guaranties of
collectibility alone, might be consistent with a true sale, but Castle attempted to shift all risks




 


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to Major’s, and incur none of the risks or obligations of ownership.”); East Coast Equipment Co.
v. Commissioner of Internal Revenue, 222 F.2d 676, 677 (3d Cir. 1955) (“Consider the obligation of
the seller of a chattel whose sale is accompanied by a warranty. He certainly must make good if
the warranty fails.”).



Additionally, the transfers of the Transferred Receivables to Seller, pursuant to the Sale and
Contribution Agreement, are irrevocable subject to an Originator’s obligation to repurchase or
replace those Transferred Receivables which were not Eligible Receivables at the time of purchase.
Seller has no ability to “put” any Transferred Receivable it purchased back to an Originator
(unless such Transferred Receivable was not an Eligible Receivable on the date of its purchase by
Seller), and no Originator has the ability to “call” any Transferred Receivable sold or contributed
by the Originators.



The agreement to repay an obligation that is typical of a loan transaction is absent.




2. Extinguishment by Payment from Another Source



The second Evergreen factor is whether the assignee’s rights in the assigned property would
be extinguished by payment from some other source. Levin v. City Trust Co. (In re Joseph Kanner
Hat Co., Inc.), 482 F.2d 937, 940 (2d Cir. 1973), was cited for this factor in the Evergreen
decision. In the Kanner case, a bank’s interest in an assigned claim was reduced by amounts
collected from sources other than the loan itself. For this and other reasons, the transaction was
held to be a loan. Other cases ruling transactions to be loans where the assignee’s interest in
the assigned property would be reduced by payments from other sources are Endico Potatoes, Inc. v.
CIT Group/Factoring, Inc., 67 F.3d 1063, 1069 (2d Cir. 1995); Stephenson v. First Union National
Bank of South Carolina (In re Berry), 189 B.R. 82, 88 (Bankr. D.S.C. 1995); Radice Corp. v. First
National Bank of Boston (In re Radice Corp.), 88 B.R. 422, 426 (Bankr. S.D. Fla. 1988) (assignor
had right to return of assigned property on payment of release price and right to substitute a
mortgage for the assignment), and Hassett v. Sprague Electric Co. (In re O.P.M. Leasing Services,
Inc.), 30 B.R. 642, 647 (Bankr. S.D.N.Y. 1983) (assignor had reversionary rights in equipment that
was leased).



Under the Sale and Contribution Agreement, the Originators have no obligation to make
payments to Seller in respect of any of the Transferred Receivables. Payments from a source other
than Collections under the Transferred Receivables would not impact the transaction in any way.
The Originators have no right to recover the Transferred Receivables from Seller by making
payments to Seller from other sources. Only in certain limited circumstances specified in the Sale
and Contribution Agreement is Originator required to repurchase or replace a Transferred
Receivable which was not an Eligible Receivable at the time of purchase, and those circumstances
are unrelated to the creditworthiness of any Obligor or the ability of an Obligor to pay any
Transferred Receivable. These provisions are typical of sale transactions.




3. Assignee’s Duty to Account for Surplus Collections



The third Evergreen factor is whether the assignee must account to the assignor for any
surplus received from the assigned property. A number of cases have relied on this factor, among
others, in ruling a transaction to be a secured loan rather than a sale. Luker v. Reeves (In re




 


F-62









 







Reeves), 65 F.3d 670, 674 (8th Cir. 1995); Dewhirst v. Citibank (Arizona) (In re Contractor’s
Equip. Supply Co.), 861 F.2d 241, 245 (9th Cir. 1988); Levin v. City Trust Co. (In re Joseph
Kanner Hat Co., Inc.), 482 F.2d 937, 940 (2d Cir. 1973); Stephenson v. First Union National Bank
of South Carolina (In re Berry), 189 B.R. 82, 88 (Bankr. D.S.C. 1995); Hassett v. Sprague Electric
Co. (In re O.P.M. Leasing Services, Inc.), 30 B.R. 642, 646 (Bankr. S.D.N.Y. 1983); First National
Bank of Louisville v. Hurricane Elkhorn Coal Corp. II (In re Hurricane Elkhorn Coal Corp. II), 19
B.R. 609, 617 (Bankr. W.D. Ky.), alteration of judgment denied, 20 B.R. 631 (1982), rev’d on
another issue, 32 B.R. 737 (W.D. Ky. 1983), aff’d, 763 F.2d 188 (6th Cir. 1985); Credit Alliance
Corp. v. Nixon Machinery Corp. (In re Nixon Machinery Corp.), 6 B.R. 847, 850 (Bankr. E.D. Tenn.
1980); see SPS Technologies, Inc. v. Baker Material Handling Corp., 153 B.R. 148, 152 (E.D. Pa.
1993).



Under the Sale and Contribution Agreement, Seller has no obligation to account to the
Originators for any Collections even when a Transferred Receivable is collected in full by Seller.
All Collections belong to Seller. The Originators can participate in profits from the Collections
only by receipt of distributions as the owner of all of the membership interests in Seller.




4. Assignor’s Debt Not Reduced by the Assignment



The fourth Evergreen factor is whether the assignor’s debt is reduced by the assignment.



The fact that the amount of the assignor’s obligation to the assignee is not affected by the
assignment is an indication that the transaction is a secured loan. Endico Potatoes, Inc. v. CIT
Group/Factoring, Inc., 67 F.3d 1063, 1069 (2d Cir. 1995); Dewhirst v. Citibank (Arizona) (In re
Contractor’s Equip. Supply Co.), 861 F.2d 241, 245 (9th Cir. 1988); Levin v. City Trust Co. (In re
Joseph Kanner Hat Co., Inc.), 482 F.2d 937, 940 (2d Cir. 1973); Stephenson v. First Union National
Bank of South Carolina (In re Berry), 189 B.R. 82, 88 (Bankr. D.S.C. 1995); Radice Corp. v. First
National Bank of Boston (In re Radice Corp.), 88 B.R. 422, 427 (Bankr. S.D. Fla. 1988).



Conversely, the reduction or discharge of the assignor’s obligation to the assignee by reason
of the assignment is an indication that the transaction is a sale of the assigned property.
Goldstein v. Madison National Bank, 89 B.R. 274, 278 (D.D.C. 1988).



In exchange for the payment of the Purchase Price by Seller under the Sale and Contribution
Agreement, each Originator’s obligations are to transfer the Transferred Receivables to Seller,
subject to the terms of the Sale and Contribution Agreement. The transfer of the Transferred
Receivables to Seller discharges all of each Originator’s obligations under the Sale and
Contribution Agreement, other than obligations for breach of warranty, breach of covenant, and
other express undertakings. There will be no debt owed by an Originator to Seller that is to be
repaid by the transfer of the Transferred Receivables to Seller.




5. The Contracts Language



The fifth and last Evergreen factor is the objective intent of the parties to the transaction
as evidenced by the language of the contractual documents.


 


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The use of such terms as “security,” “collateral,” “principal,” and “interest,” and the
existence of a note indicate an objective intent to create a secured loan. Endico Potatoes, Inc. v.
CIT Group/Factoring, Inc., 67 F.3d 1063, 1068-69 (2d Cir. 1995); Luker v. Reeves (In re Reeves), 65
F.3d 670, 674 (8th Cir. 1995); Dewhirst v. Citibank (Arizona) (In re Contractor’s Equip. Supply
Co.), 861 F.2d 241, 245 (9th Cir. 1988); Stephenson v. First Union National Bank of South Carolina
(In re Berry), 189 B.R. 82, 88 (Bankr. D.S.C. 1995); Radice Corp. v. First National Bank of Boston
(In re Radice Corp.), 88 B.R. 422, 426 (Bankr. S.D. Fla. 1988); In re First City Mortgage Co., 69
B.R. 765, 767-68 (Bankr. N.D. Tex. 1986); Deutscher v. Tennesco, Inc. (In re Southern Industrial
Banking Corp.), 45 B.R. 97, 99 (Bankr. E.D. Tenn. 1984); Rechnitzer v. Boyd (In re Executive Growth
Investments, Inc.), 40 B.R. 417, 422 (Bankr. C.D. Cal. 1984); Hassett v. Sprague Electric Co. (In
re O.P.M. Leasing Services, Inc.), 30 B.R. 642, 646 (Bankr. S.D.N.Y. 1983); First National Bank of
Louisville v. Hurricane Elkhorn Coal Corp. II (In re Hurricane Elkhorn Coal Corp. II), 19 B.R. 609,
616 (Bankr. W.D. Ky.), alteration of judgment denied, 20 B.R. 631 (1982), rev’d on another issue,
32 B.R. 737 (W.D. Ky. 1983), aff’d, 763 F.2d 188 (6th Cir. 1985).



The use of language of absolute transfer indicates an objective intent to sell the assigned
property. Green v. Lowes, Inc. (In re Southwest Freight Lines, Inc.), 100 B.R. 551, 554-55 (D.
Kan. 1989); Tavormina v. Aquatic Company, N.V. (In re Armando Gerstel, Inc.), 65 B.R. 602, 604-05
(S.D. Fla. 1986); National Equipment & Mold Corp. v. Metropolitan Bank of Lima (In re National
Equipment & Mold Corp.), 64 B.R. 239, 245 (Bankr. N.D. Ohio 1986).



The Sale and Contribution Agreement and other Transaction Documents indicate an objective
intent that the transfers of the Transferred Receivables are to be sales, or capital
contributions, not loans. There is no loan language in the Sale and Contribution Agreement. The
transfers of the Transferred Receivables are not as “security” or for “collateral.” Instead, the
Sale and Contribution Agreement provides that the Originators and Seller intend the transactions
to constitute true sales of the Transferred Receivables by the Originators to Seller providing
Seller with the full benefits of ownership thereof, and that the transactions are not intended to
be, or for any purpose to be characterized as, a loan from Seller to the Originators.



In general, limited liability company law does not prevent members of a limited liability
company from selling assets to that limited liability company. Absent application of a doctrine
such as fraudulent conveyances, substantive consolidation, alter ego, instrumentality, or a
specific federal or state law, a court generally will not disregard transactions between a limited
liability company and one or more of its members. Rather, a court will recognize and uphold the
separate existence of the limited liability company or other entity. Accordingly, the Originators’
positions as the sole members of Seller should not cause a court to recharacterize the conveyance
of the Transferred Receivables as a loan secured by the Transferred Receivables.




6. The Octagon Case



In Octagon Gas Systems, Inc. v. Rimmer (In re Meridian Reserve, Inc.), 995 F.2d 948 (10th
Cir.), cert. denied, 510 U.S. 993 (1993), the United States Court of Appeals for the Tenth Circuit
held that any transaction that is subject to Article 9 of the UCC is ipso facto a secured
transaction regardless of any of the foregoing factors. Two decisions to the same effect, both by




 


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the same bankruptcy judge, are In re Liles & Raymond, 24 B.R. 627, 629 (Bankr. M.D. Tenn. 1982),
and In re Cawthorn, 33 B.R. 119, 120 (Bankr. M.D. Tenn. 1983).



These cases misconstrued Article 9 of the UCC and the Comments thereto. It appears that
neither the courts nor the parties in these cases considered the possibility that perfection of a
sale transaction might require the filing of financing statements under Article 9. That is the
meaning of the provisions of Article 9 and the Comments thereto on which the courts relied.
Article 9 requires filing financing statements to perfect any transfer of chattel paper or
accounts, regardless of whether the transfer constitutes the grant of a security interest or a
sale. The mere applicability of Article 9 to this type of sale transaction does not turn this type
of transaction into the grant of a security interest. The application of Article 9 to this type of
sale transaction simply means that a public filing or filings is necessary to perfect the
ownership interest of the buyer, which is analogous to the requirement that a deed or other
instrument be recorded to “perfect” the ownership interest of a buyer of real property.



In response to the Octagon line of cases, certain revisions to Article 9 of the UCC have been
enacted in all 50 of the United States and the District of Columbia (“Revised Article 9”). Certain
provisions in Revised Article 9 were intended to clarify that whether a transaction is to be
characterized as a sale or secured transaction is to be governed by applicable law other than
Article 9. Revised Article 9 provides that the question of “whether a debtor’s rights in
collateral may be voluntarily or involuntarily transferred is governed by applicable law other
than [Article 9].” Revised Article 9 §9-401. Revised Article 9 further provides that “a debtor
that has sold an account, chattel paper, payment intangible, or promissory note does not retain a
legal or equitable interest in the collateral sold.” Revised Article 9 §9-318(a). Accordingly,
Revised Article 9 has effectively overruled the Octagon decision.




7. The LTV Case



In In Re LTV Steel Company, Inc., No. 00-43866 (Bankr. N.D. Ohio February 5, 2001), the United
States Bankruptcy Court for the Northern District of Ohio was asked to determine whether, among
other things, certain receivables were property of the bankruptcy estate of LTV Steel Company, Inc.
(“LTV”). The receivables were previously transferred to a wholly owned special purpose subsidiary
of LTV as part of an asset backed financing transaction and it simultaneously used the receivables
as collateral to obtain a $270,000,000 loan (the “Receivables Financing”) from a syndicate of
financial institutions (the “Receivables Lenders”). In an interim order dated December 29, 2000,
the bankruptcy judge permitted LTV to use collections from receivables in which the Receivables
Lenders claimed an interest without addressing whether LTV had an interest in the receivables.
Subsequent to the issuance of the interim order Abbey National Treasury Services PLC (“Abbey”), one
of the Receivables Lenders, filed an emergency motion for modification of the interim order based
on several grounds, one of which was that the cash collateral was not property of LTV’s bankruptcy
estate.



In denying Abbey’s motion, the bankruptcy judge indicated that: “We fail to see how we can
conclude that the receivables are not property of [LTV’s] estate until an evidentiary hearing on
that issue has been held.” Id. at 14. Therefore, the court stated that it did not rule on the issue
of whether the receivables and collections on account thereof were property of LTV’s bankruptcy
estate.


 


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Notwithstanding the foregoing indication that the bankruptcy judge would not address the
issue, the court stated in dicta, without citing to any supporting authority, that LTV “has at
least some equitable interest in the inventory and receivables, and that this interest is property
of [LTV’s]’s estate.”4 Id. We are aware of no reported case law that supports the
foregoing statement by the bankruptcy judge.



The provisions of the Sale and Contribution Agreement clearly set forth the intent of the
parties to transfer all of the Originators’ interests, both legal and equitable, in the
Transferred Receivables to Seller, as a sale and not as a loan. The LTV case was an interim ruling
that reserved for a final hearing a determination on whether the receivables and proceeds thereof
were property of LTV’s bankruptcy estate. Accordingly, it is neither controlling nor persuasive
authority.




8. The Automatic Stay



The Transferred Receivables that are in the possession of Seller or agent will not be in the
possession of the Originators (other than possession by GI Originator of documents or records
related to the Transferred Receivables that is necessitated by its role as servicer, which
documents and records will be marked to reflect the ownership of Seller). The Originators will not
have any right, title or interest in the Collections in the possession of Seller. The Originators
will benefit from the Collections of Seller only to the extent that Seller pays distributions to
the Originators as its members.



OPINIONS




Based on the foregoing, but subject to the assumptions and qualifications herein, it is our
opinion that:



1. Under present reported decisional authority and statutes applicable to federal bankruptcy
cases, in the event that one or more of the Originators becomes a debtor in a case under the United
States Bankruptcy Code, in a properly presented and argued case, a Bankruptcy Court, exercising
reasonable judgment after full consideration of all relevant factors (assuming active opposition by
Purchaser or Agent or any successor in interest thereto), would not order the substantive
consolidation of the assets and liabilities of Seller with those of one or more of the Originators.



2. Under present reported decisional authority and statutes applicable to federal bankruptcy
cases, in the event that one or more of the Originators becomes a debtor in a case under the United
States Bankruptcy Code, in a properly presented and argued case, a Bankruptcy Court, exercising
reasonable judgment after full consideration of all relevant factors (assuming active opposition by
Purchaser or Agent or any successor in interest thereto), (1) would hold that


 






	 	 	 
	4	 	It appears that the bankruptcy judge may have based this ruling on equitable factors
such as the consequences of a ruling against the bankruptcy estate that would “put an immediate end
to [LTV’s] business, would put thousands of people out of work, would deprive 100,000 retirees of
needed medical benefits, and would have more far reaching economic effects on the geographic areas
where [LTV] does business.” Id. at 14-15.






 


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the Transferred Receivables transferred by such Originator to Seller are not property of the
estate of such Originator under section 541(a)(1) of the Bankruptcy Code; and (2) would hold that
the Transferred Receivables and collections thereof, to the extent that those collections are not
in the possession of such Originator at the time of the filing of its bankruptcy petition, are not
subject to the automatic stay provision of section 362(a) of the United States Bankruptcy Code



QUALIFICATIONS




The foregoing opinions are qualified in the following respects:



In connection with the above opinions, we call to your attention that, although we believe
that the opinions are supported by a sound analysis of the transaction and the company procedures
of the Originators and Seller, there are no reported controlling judicial precedents directly on
point. Accordingly, we have examined and relied upon decisions in which certain of the facts and
circumstances of the transaction contemplated by the Sale and Contribution Agreement and by the
company procedures contemplated by the Originators and Seller were present, as well as cases
discussing more generally whether substantive consolidation of entities will be ordered and whether
the transfer of an asset was a transfer of ownership or a transfer of
a limited interest for the
purpose of security. We have also discussed certain cases that in our opinion misconstrue certain
provisions of Article 9 and the Comments thereto. In addition, certain of the other cases we have
examined are arguably inconsistent with the conclusions expressed in our opinions. These cases are,
however, in our opinion distinguishable in the context of the transactions contemplated by the Sale
and Contribution Agreement and the company procedures contemplated by the Originators and Seller.



Judicial analysis of the foregoing has typically proceeded on a case-by-case basis, and the
determinations are usually made on the basis of an analysis of the facts and circumstances of the
particular cases, rather than as a result of the application of consistently applied legal
doctrines. For example, substantive consolidation is an equitable doctrine. In applying equitable
doctrines, courts have accorded different degrees of importance to different facts and combinations
of facts. Existing reported case law is thus not conclusive as to the relative weight to be
accorded to the factors present in the Transactions and the company procedures contemplated by the
Originators and Seller and contemplated by the Sale and Contribution Agreement and does not
establish consistently applied general principles or guidelines with which to analyze all of the
factors present therein. There are also facts and circumstances present that we believe to be
relevant to our conclusions, but which, because of the particular facts at issue in the reported
cases, are not generally discussed in the reported cases as being material factors. We have assumed
that no facts will arise in the future that are inconsistent with the express assumptions on which
our opinion is based.



In addition, we express no opinion as to (i) the rights of an Originator as to proceeds in its
possession at the time it becomes the subject of a case under the Bankruptcy Code, (ii) the
duration of the period in which an Originator may continue to possess rights as the servicer under
the Transaction Documents, (iii) the duration of the period in which Seller would be denied
possession of any of the Transferred Receivables constituting tangible personal property in
possession of one or more of the Originators’ bankruptcy estates pending a final determination




 


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on the merits, or (iv) whether a Bankruptcy Court would permit the bankruptcy estates of one or
more of the Originators to use the Transferred Receivables constituting tangible personal property
in its possession pending a final determination on the merits.



Further, we express no opinion herein with respect to (a) the availability or effect of a
preliminary injunction, temporary restraining order or other such temporary relief affording delay
pending a determination on the merits or (b) the priority of Seller as against creditors of an
Originator or against the trustee of an Originator (or an Originator as a debtor in possession) in
respect of Collections under the Transferred Receivables that are in the possession of an
Originator at the time it becomes the subject of a case under the Bankruptcy Code.




With respect to the opinion set forth in paragraph 2 above, the rights of Seller in the
Transferred Receivables are subject to certain rights of the Originators. Accordingly, we express
no opinion as to whether any of those rights would, under
section 541(a)(1) of the Bankruptcy Code,
constitute property of the estate of an Originator if it becomes subject to the jurisdiction of a
Bankruptcy Court.



This opinion is expressed as of the date hereof and we undertake no obligation to inform you
of any change in law or fact which may come to our attention after the date hereof which might
impact the opinions herein set forth. This opinion is addressed to and may be relied upon by the
addressees hereto solely for their benefit. It may not be used, circulated, quoted or otherwise
referenced for any other purpose without our prior written consent in each instance, except that
it may be made available to an attorney, accountant or rating agency for any person or



entity entitled to rely on this opinion or to whom or which this letter may be disclosed as
provided herein, or as otherwise required by law.



	 	 	 
	 

	 	Very truly yours,
	 
	 	 
	 

	 	Baker & Hostetler LLP





 


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EXHIBIT A




1. Sale and Contribution Agreement, dated as of                     , 2003, among
Greif, Inc., Greif Containers Inc., Great Lakes Corrugated Corp., and Greif Receivables Funding LLC
(the “Sale and Contribution Agreement”).



2. Receivables Purchase Agreement, dated as of                     , 2003, among
Greif, Inc., Greif Containers Inc., Great Lakes Corrugated Corp., Greif Receivables Funding LLC,
Scaldis Capital LLC, and Fortis Bank S.A./N.V. (the “Receivables Purchase Agreement”).



3. Administrative Agreement, dated as of                     , 2003 between Greif
Receivables Funding LLC and Greif, Inc. (the “Administrative Agreement”).



4. Guaranty, dated as of                     , 2003, by Greif, Inc. in favor or
Scaldis Capital LLC, Fortis Bank S.A./N.V., and the Investors (as that term is defined therein)
(the “Guaranty”).



5. Tax Indemnification Agreement, dated as of                     , 2003, among
Greif, Inc., Greif Containers Inc., Great Lakes Corrugated Corp., and Greif Receivables Funding LLC
(the “Tax Indemnification Agreement”).



6. Fee Agreement, dated as of                     , 2003, among Greif, Inc., Greif
Receivables Funding LLC and Fortis Bank S.A./N.V. (the “Fee Agreement”).




7. Blocked Account Control Agreement dated as of                     , 2003, by and
among Greif, Inc., Fortis Bank N.V./S.A., Greif Receivables Funding
LLC and [***],
in connection with Lock-Box Accounts [***],
[***] and [***].




8. Blocked Account Control Agreement dated as of                     , 2003, by
and among Greif, Inc., Fortis Bank N.V./S.A., Greif Receivables Funding LLC and [***], in connection with Concentration Account
[***].



9. Blocked Account Control Agreement dated as of                     , 2003, by and
among Fortis Bank N.V./S.A., Greif Receivables Funding LLC and
[***], in connection
with Securities Account [***] (the “Securities Account Control Agreement”).



10. Security Agreement, dated as of                     , 2003, by and between
Great Lakes Corrugated Corp. and Fortis Bank S.A./N.V (the “Great Lakes
Security Agreement”).



11. Security Agreement, dated as of                     , 2003, by and between
Greif, Inc. and Fortis Bank S.A./N.V. (the “Greif Security Agreement”).



12. Security Agreement, dated as of                     , 2003, by and between
Greif Receivables Funding LLC and Fortis Bank S.A./N.V. (the “Seller Security Agreement”).


 


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13. Services Agreement, dated as of                     , 2003, between Greif
Receivables Funding LLC and Greif, Inc. (the “Services Agreement”).



14. Certificate of Formation of Greif Receivables Funding LLC (the
“Certificate of Formation”), as certified by the Secretary of State of the State of Delaware
on                     , 2003.



15. Limited Liability Company Agreement, dated as of                     , 2003, of
Greif Receivables Funding LLC.



16. Certificate of Greif Receivables Funding LLC to Baker & Hostetler LLP.



17. Certificate of Greif, Inc. to Baker & Hostetler LLP.



18. Certificate of Greif Containers Inc. to Baker & Hostetler LLP.



19. Certificate of Great Lakes Corrugated Corp. to Baker & Hostetler LLP.



The agreements and instruments described in paragraphs 1 through 13 are collectively referred
to as the “Transaction Documents.” The agreements described in paragraphs 7 through 9 are
collectively referred to as the “Deposit Account Control Agreements.” The agreements described in
paragraphs 10 through 12 are collectively referred to as the “Security Agreements.” The documents
described in paragraphs 14 and 15 are referred to individually as an “Authority Document” and
collectively as the “Authority Documents.” The certificates described in paragraphs 16 through 19
are referred to collectively as the “Certificates.”


 


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ANNEX G




Form of Funds Transfer Letter




[Date]




Fortis Bank S.A./N.V.


as Administrative

Agent 

Montagne du Parc. 3


B-1000 Brussels


Belgium


 Re:        Funds Transfers

Ladies and Gentlemen:



This letter is the Funds Transfer Letter referred to in Section 2.02(b) of the Receivables
Purchase Agreement, dated as of 27 October, 2003, as modified, amended or restated from time to
time (the “RPA”; terms used in the RPA, unless otherwise defined herein, having the meaning set
forth therein) among, inter alios, the undersigned, and you, as Administrative Agent for the
Investors.



You are hereby directed to deposit $                representing the amount payable for
Receivable Interests on [date] to Acct #359681136727 held in the name of Greif Receivables Funding
LLC, at [***], ABA [***].



	 	 	 	 	 
	 	Greif, Inc.

 	 
	 	By:  	 	 
	 	 	Title: 	 	 



 


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EXECUTION VERSION




ANNEX H




Form of Additional Originator Accession Agreement




THIS ACCESSION AGREEMENT is dated                      and is made by                     , a
[corporation incorporated] [limited liability company organized] under the laws of                     
(the “Acceding Originator”) in respect of the Receivables Purchase Agreement dated as of 27
October, 2003 as thereafter amended, modified or supplemented from time to time (the
“Receivables Purchase Agreement”) among Greif, Inc., as GI Originator and Servicer, Greif
Containers Inc., as GCI Originator, Great Lakes Corrugated Corp., as GLCC Originator and Greif
Receivables Funding LLC as Purchaser. This Accession Agreement is entered into pursuant to Section
10.03(d) of the Receivables Purchase Agreement. Each capitalized term used herein without
definition shall have the meaning assigned to such term in the Receivables Purchase Agreement.





	1.	 	Accession. The Acceding Originator hereby expressly agrees with and for the benefit
of each other party to the Receivables Purchase Agreement, with effect from and after the
date hereof, (a) to perform and observe each and every one of the covenants, conditions,
obligations, duties and liabilities applicable to an Originator under the Receivables
Purchase Agreement, and (b) that the Receivables Purchase Agreement is binding on the
Acceding Originator, in each case as if the Acceding Originator had been an original
party thereto. All references to any Originator in the Receivables Purchase Agreement or
any document, instrument or agreement executed and delivered or furnished in
connection therewith shall be deemed to be and include references to the Acceding
Originator.

	 
	2.	 	Representations and Warranties.

	 
	 	 	The Acceding Originator hereby makes and repeats each of the representations and warranties
of an Originator, set out in the Receivables Purchase Agreement, to each of the other
parties to the Sale and Contribution Agreement.






Notice details for purposes of Section 10.02 of the Receivables Purchase Agreement for the
Acceding Seller are as follows:



	 	 	 	 	 
	Address	 	Telephone	 	Facsimile
	 	 	 	 	 







	3.	 	Governing Law; Miscellaneous

	 
	 	 	THIS ACCESSION AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF
THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION,






 


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EXCEPT TO THE EXTENT THAT, PURSUANT TO THE UCC OF THE STATE OF NEW YORK, THE PERFECTION AND THE
EFFECT OF PERFECTION OR NON-PERFECTION OF THE INTERESTS OF THE INVESTORS IN THE RECEIVABLES AND
THE SALE AND CONTRIBUTION AGREEMENT ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK.




The Acceding Originator agrees that, without limitation to the generality of Section 1 above, each
of Sections 10.01 and 10.10 through and including 10.13 apply to this Accession Agreement as if
they were incorporated in this Accession Agreement at length and each reference therein to “this
Agreement” were a reference to this Accession Agreement.



IN WITNESS WHEREOF, the Acceding Originator has caused this Accession Agreement to be duly
executed and delivered as of the day and year first above written.



	 	 	 	 
	[Name of Acceding Originator]

 	 
	By:  	 	 
	 	Its: 	 	 




Accepted on behalf of the other parties to the Receivables Purchase Agreement as of the day and
year first above written:



	 	 	 	 
	SCALDIS CAPITAL LLC

 	 
	By:  	 	 
	 	Its: 	 	 



 


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