Amendment to Receivables Purchase Agreement



 Exhibit 10(y) 
 Dated 15 November 2007 
 Amendment Agreement 
 relating to the Receivables Purchase Agreement dated 28 October 2004 as amended and restated on 30 
 April 2007 
 between 
 ING BELGIUM SA 
 as Purchaser and
Transaction Administrator 
 and 
 GREIF COORDINATION CENTER BVBA 
 as Originator and Servicer 
 and 
 GREIF BELGIUM BVBA 
 as Servicer 
  







 THIS AMENDMENT AGREEMENT (the “Agreement”) is made on 15 November 2007. 

Between: 
  

	1.	ING BELGIUM SA/NV, a corporation organised under the laws of Belgium, having its registered office at Avenue Marnix 24, 1000 Brussels registered with the Crossroad Banks for
Enterprise under the enterprise number 0403200393 (RPR Brussels), (the “Purchaser” and “Transaction Administrator”); 

  

	2.	GREIF COORDINATION CENTER BVBA, a corporation organised under the laws of Belgium, having its registered office at Beukenlei 24, 2960 Brecht, registered with the register of
legal entities (RPM/RPR) under the number 0438202052 (the “Seller”); 

  

	3.	GREIF BELGIUM BVBA, a corporation organised under the laws of Belgium, having its registered office at Bollaarstraat 6, 2500 Lier, registered with the register of legal
entities (RPM/RPR) under the number 0407237771, (the “Servicer”). 

 The Purchaser, the Originator, the Transaction
Administrator, the Servicer are hereinafter together referred to as the “Parties” or separately as a “Party”. 
 WHEREAS

  

	(A)	The Parties have entered into a Receivables Purchase Agreement dated 28 October 2004, as amended and restated on 30 April 2007, whereby the Purchaser purchases certain
trade receivables originated by the Seller (the “Receivables Purchase Agreement”). 

  

	(B)	The parties to this Agreement have agreed to enter into this Agreement in order to amend the terms of the Receivables Purchase Agreement in the manner set out below, and to extend
the Receivables Purchase Agreement for a period of 364 days. 

  

	(C)	The Seller hereby sells to the Purchaser all Eligible Receivables for Purchase other than French Receivables that the Seller owns between 27 October 2007 and 14 November
2007, in accordance with the provisions of this Agreement and with Article 1690 of the Belgian Civil Code. 

 THE PARTIES AGREE AS FOLLOWS:

  

	1.	INTERPRETATION 

 Unless a contrary intention appears or the context
requires otherwise, any word or expression defined in the Receivables Purchase Agreement will have the same meaning when it is used in this Agreement. 
  

	2.	RENEWAL OF THE RECEIVABLES PURCHASE AGREEMENT 

 In accordance with
article 2.4 of the Receivables Purchase Agreement, the parties hereby agree that the Receivables Purchase Agreement is extended for an additional period of 364 days, until 25 October 2008. 
  

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	3.	AMENDMENT OF THE RECEIVABLES PURCHASE AGREEMENT 

 The following
clauses and enclosures of the Receivables Purchase Agreement will, with effect from (and including) the date hereof, be amended, so that the rights and obligations of the parties to the Receivables Purchase Agreement relating to these clauses and
enclosures shall form the date of this Agreement be governed by, and construed in accordance with, the following clauses and enclosures: 
 Clause 1 :
Definitions 
 The definition of Maximum Programme Amount is modified as follows: 
 Maximum Programme Amount means EUR 115,000,000 with respect to the Combined Portfolio. 
 Enclosure II :
Eligibility Criteria for Calculation of GIPP 
 Clause 2.2.3 is modified as follows: 
 For calculating the limit for being an Important Obligor it will be taken into account the sum of the Purchased receivables of all the Obligors of the Combined Portfolio belonging to the same group. 
 Clause 2.2.4 is modified as follows: 
 The list of the Important
Obligors (listed per group) as well as their concentration limit are the following (these limits are expressed as a percentage of the sum of the Outstanding Nominal Values of all Receivables from time to time forming part of the Combined Portfolio
on a pro rata basis): 
  

			
	 Important Obligor
	  	 Limit

	 BASF
	  	Default Reserve Floor*Combined Portfolio
	 BAYER
	  	50%*Default Reserve Floor*Combined Portfolio
	 DOW CHEMICALS
	  	50%*Default Reserve Floor*Combined Portfolio
	 ICI
	  	50%*Default Reserve Floor*Combined Portfolio
	 BP
	  	Default Reserve Floor * Combined Portfolio
	 DSM
	  	50%*Default Reserve Floor*Combined Portfolio
	 EXXON MOBIL
	  	Default Reserve Floor* Combined Portfolio
	 TOTALFINAELF
	  	Default Reserve Floor* Combined Portfolio
	 SHELL
	  	Default Reserve Floor* Combined Portfolio
	 AKZO NOBEL
	  	50%*Default Reserve Floor*Combined Portfolio
	 INEOS
	  	 1/5 of Default Reserve Floor *Combined Portfolio + a
Special Limit of EUR 2.000.000,00

 The excess of Purchased Receivables on these Obligors is calculated on the basis of the Combined Portfolio. The
portion of this excess that will be attributed to the Global Portfolio is calculated according to the pro rata share of the Global Portfolio in the Combined Portfolio. 
  


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 Enclosure II : Template 
 Following data to be provided is added to the template with respect to the Important Obligor “INEOS”: 
  

	(i)	Turnover 

  

	(ii)	Ageing Balance receivables 

 Enclosure IV bis : Calculation
Specificities and applied parameters for the calculation of the Purchase Price 
 The parameter “Default Reserve Floor” is modified as
follows: 
 Default Reserve Floor means : 10% 
  

	4.	STATUS OF DOCUMENTS 

  

	4.1	Novation 

 It is not in the intention of the Parties to this
Agreement to operate a novation of the Receivables Purchase Agreement. This Agreement will not constitute in any manner a novation as referred to in article 1271 of the Belgian Civil Code and shall not be interpreted as such. 
  

	4.2	Receivables Purchase Agreement 

 Except as amended by the terms of
this Agreement, the Receivables Purchase Agreement will remain in full force and effect. 
  

	4.3	Transaction Document 

 This Agreement will constitute a Transaction
Document for the purposes of the Receivables Purchase Agreement. 
  

	5.	REPRESENTATIONS AND WARRANTIES 

 The Seller and the Servicer
represent and warrant that they: 
  

	5.1	Have the power to enter into this Agreement and to comply with their obligations therein; and 

  

	5.2	Have taken all necessary actions: 

  

	 	(i)	to authorise the entry into this Agreement; 

  

	 	(ii)	to ensure that their obligations under this Agreement are valid, legally binding and enforceable in accordance with their terms. 

  

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	6.	MISCELLANEOUS 

  

	6.1	Severability 

 If at any time any provision hereof is or becomes
illegal, invalid or unenforceable in any respect under any law of any jurisdiction, the legality, validity and enforceability of such provision under the law of any other jurisdiction, or of the remaining provisions hereof, shall not be affected or
impaired thereby, and the Parties shall negotiate in good faith such amendments to any such provision in order to secure the preservation for all parties of the economic effect equivalent to the intended economic effect of any such provision.

  

	6.2	Applicable law and choice of forum 

 This Agreement shall be
governed by and construed in accordance with Belgian law. 
 The Parties agree mat any dispute in connection with this Agreement shall be subject to the
exclusive jurisdiction of the courts of Brussels. 
 Done in Brussels, on 15 November 2007 in three originals. Each party acknowledges receipt of its
own original. 
  

									
	 ING BELGIUM SA/NV
 the Purchaser and
the Transaction Administrator
	 		 		 	
					
		 	 /s/ Alexandre Quiquempois
	 		 		 	 /s/ NC Favreau

	name:	 	Alexandre Quiquempois	 		 	name:	 	NC Favreau
	title:	 	Head of the TMC	 		 	title:	 	Head of Structured Commercial Finance
				
	 GREIF COORDINATION CENTER BVBA
 the
Seller
	 		 		 	
					
		 	 /s/ Michel Verholen
	 		 		 	
	name:	 	Michel Verholen	 		 		 	
	title:	 	Director	 		 		 	
				
	 GREIF BELGIUM BVBA
 the
Servicer
	 		 		 	
					
		 	 /s/ Michel Verholen
	 		 		 	
	name:	 	Michel Verholen	 		 		 	
	title:	 	Director	 		 		 	

  

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