exv10wdd







EXHIBIT 10 (dd)




SECOND AMENDMENT

Dated as of December 7, 2009

to

TRANSFER AND ADMINISTRATION AGREEMENT

Dated as of December 8, 2008




     This SECOND AMENDMENT (this “Amendment”), dated as of December 7, 2009, is entered
into among GREIF PACKAGING LLC, a Delaware limited liability company (“Greif”), GREIF
RECEIVABLES FUNDING LLC, a Delaware limited liability company (the “SPV”), the Investors,
Managing Agents and Administrators party hereto, and BANK OF AMERICA, N.A., as Agent (the
“Agent”).



RECITALS




     WHEREAS, the parties hereto have entered into that certain Transfer and Administration
Agreement dated as of December 8, 2008 (the “Transfer and Administration Agreement”);



     WHEREAS, the parties hereto desire to amend the Transfer and Administration Agreement as
provided herein;



     NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein
and the Transfer and Administration Agreement, the parties hereto agree as follows:



     SECTION 1. Definitions. All capitalized terms not otherwise defined herein are used
as defined in the Transfer and Administration Agreement.



     SECTION 2. Amendments to Transfer and Administration Agreement. The Transfer and
Administration Agreement is hereby amended as follows:



     2.1. The definition of “Commitment Termination Date” in Section 1.1 of the Transfer
and Administration Agreement is hereby amended and restated in its entirety to read as follows:




     “Commitment Termination Date” means December 6, 2010, or such later date to
which the Commitment Termination Date may be extended by the SPV, the Agent and the Committed
Investors (each in their sole discretion).



     2.2. The definition of “Concentration Limits” in Section 1.1 of the Transfer and
Administration Agreement is hereby amended to change “Below A/A3 or unrated” with respect to the
3.00% concentration limit to “Below A-/A3 or unrated”.



     2.3. Section 7.5(a) and 7.5(b) of the Transfer and Administration Agreement
are hereby amended to change “thirty (30) days” with respect to cure periods to “fifteen (15)
days”.



     2.4. Section 9.6(a) of the Transfer and Administration Agreement is hereby amended to
add any documented out-of-pocket expenses with respect to rating agencies to the definition of
Transactions Costs.



     SECTION 3. Conditions Precedent. Section 2 hereof shall become effective on
the date first written above upon receipt by the Agent (and each Managing Agent, upon its request)
of: (a) a counterpart (or counterparts) of this Amendment, duly executed by each of the parties
hereto, or other evidence satisfactory to the Agent of the execution and delivery of this Amendment
by such parties, (b) a counterpart (or counterparts) of the Fee Letter, duly executed by each of
the parties thereto, together with payment of the “renewal fee” as referred to therein, (c) payment
of the reasonable legal fees of Mayer Brown LLP, counsel to the Agent, in connection herewith, and
(d) a counterpart (or



 









 







counterparts) of the Omnibus Amendment to Liquidity Asset Purchase Agreement and SSCEA
Supplement, duly executed by the Agent and YC SUSI Trust.



     SECTION 4. Miscellaneous.



     4.1. Representations and Warranties. The SPV hereby represents and warrants that (i)
this Amendment constitutes a legal, valid and binding obligation of the SPV, enforceable against it
in accordance with its terms and (ii) upon the effectiveness of this Amendment, no Termination
Event or Potential Termination Event shall exist.



     4.2. References to Transfer and Administration Agreement. Upon the effectiveness of
this Amendment, each reference in the Transfer and Administration Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the
Transfer and Administration Agreement as amended hereby, and each reference to the Transfer and
Administration Agreement in any other document, instrument or agreement executed and/or delivered
in connection with the Transfer and Administration Agreement shall mean and be a reference to the
Transfer and Administration Agreement as amended hereby.



     4.3. Effect on Transfer and Administration Agreement. Except as specifically amended
above, the Transfer and Administration Agreement and all other documents, instruments and
agreements executed and/or delivered in connection therewith shall remain in full force and effect
and are hereby ratified and confirmed.



     4.4. No Waiver. The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of any Agent or any Investor under the Transfer
and Administration Agreement or any other document, instrument or agreement executed in connection
therewith, nor constitute a waiver of any provision contained therein, except as specifically set
forth herein.



     4.5. Governing Law. This Amendment, including the rights and duties of the parties
hereto, shall be governed by, and construed in accordance with, the internal laws of the State of
New York.



     4.6. Successors and Assigns. This Amendment shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.



     4.7. Headings. The Section headings in this Amendment are inserted for convenience of
reference only and shall not affect the meaning or interpretation of this Amendment or any
provision hereof.



     4.8. Counterparts. This Amendment may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.



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



	 	 	 	 	 
	 	 	GREIF RECEIVABLES FUNDING LLC,
	 	 	as SPV
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gary R. Martz
	 

	 	 	 	 
	 

	 	 	 	Name: Gary R. Martz
	 

	 	 	 	Title: Senior Vice President, General Counsel
	 
	 	 	 	 
	 	 	GREIF PACKAGING LLC,
	 	 	individually, as an Originator and as the Servicer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John K. Dieker
	 

	 	 	 	 
	 

	 	 	 	Name: John K. Dieker
	 

	 	 	 	Title: Vice President and Treasurer






 









 






	 	 	 	 	 
	 	 	YC SUSI TRUST,
	 	 	as a Conduit Investor and an Uncommitted Investor
	 
	 	 	 	 
	 

	 	By:
	 	Bank of America, National Association,
	 

	 	 	 	as Administrative Trustee
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Steven Maysonet
	 

	 	 	 	 
	 

	 	 	 	Name: Steven Maysonet
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	BANK OF AMERICA,
	 	 	NATIONAL ASSOCIATION,
	 	 	as Agent and as Managing Agent, Administrator and Committed Investor for the Bank of America Investor Group
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Steven Maysonet
	 

	 	 	 	 
	 

	 	 	 	Name: Steven Maysonet
	 

	 	 	 	Title: Vice President