Exhibit 10.1






Exhibit 10.1




FOURTH AMENDMENT

Dated as of June 22, 2010

to

TRANSFER AND ADMINISTRATION AGREEMENT

Dated as of December 8, 2008




This FOURTH AMENDMENT (this “Amendment”), dated as of June 22, 2010, 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 “Alternate Rate” in Section 1.1 of the Transfer and
Administration Agreement is hereby amended and restated in its entirety as follows:




““Alternate Rate” means, for each day during a Rate Period for any
Portion of Investment, an interest rate per annum equal to the
Offshore Rate; provided that in the case of:




(i) any Rate Period which commences on a date prior to the Agent receiving at
least three (3) Business Days’ notice thereof, or




(ii) any Rate Period relating to a Portion of Investment which is less than
$1,000,000,




the “Alternate Rate” for each day in such Rate Period shall be an
interest rate per annum equal to the Base Rate in effect on such day.
The “Alternate Rate” for any date on or after the declaration or automatic
occurrence of Termination Date pursuant to Section 8.2 shall be an interest
rate equal to 2.00% per annum above the Base Rate in effect on such
day.”


 


 









 





2.2. The definition of “Facility Limit” in Section 1.1 of the Transfer and
Administration Agreement is hereby amended and restated in its entirety as follows:



““Facility Limit” means at any time $135,000,000, as such amount may be
reduced in accordance with Section 2.16; provided that such amount may
not at any time exceed the aggregate Commitments then in effect.”



2.3. The definition of “Maximum Net Investment” in Section 1.1 of the Transfer and
Administration Agreement is hereby amended and restated in its entirety as follows:



““Maximum Net Investment” means, at any time, an amount equal to the
Facility Limit.”



2.4. The definition of “Offshore Base Rate” in Section 1.1 of the Transfer and
Administration Agreement is hereby amended and restated in its entirety as follows:




““Offshore Base Rate” means, for each day during a Rate Period:




(i) the rate per annum (carried out to the fifth decimal place) equal to the rate
determined by the Agent to be the offered rate that appears on the page of the Reuters
Screen on such day that displays an average British Bankers Association Interest
Settlement Rate (such page currently being LIBOR01) for deposits in United States
dollars (for delivery on a date two Business Days later) with a term equivalent to one
month;




(ii) in the event the rate referenced in the preceding subsection (i) does not
appear on such page or service or such page or service shall cease to be available,
the rate per annum (carried to the fifth decimal place) equal to the rate determined
by the Agent to be the offered rate on such day on such other page or other service
that displays an average British Bankers Association Interest Settlement Rate for
deposits in United States dollars (for delivery on a date two Business Days later)
with a term equivalent to one month; or




(iii) in the event the rates referenced in the preceding subsections (i) and (ii)
are not available, the rate per annum determined by the Agent on such day as the rate
of interest at which Dollar deposits (for delivery on a date two Business days later
than such day) in same day funds in the approximate amount of the applicable
investment to be funded by reference to the Offshore Rate and with a term equivalent
to one month would be offered by its London Branch to major banks in the London
interbank eurodollar market at their request.”



2.5. The definition of “Offshore Rate” in Section 1.1 of the Transfer and
Administration Agreement is hereby amended and restated in its entirety, as follows:




““Offshore Rate” means, for any day during any Rate Period, a rate per
annum determined by the applicable Managing Agent pursuant to the following formula:



	 	 	 
	Offshore Rate =

	 	Offshore Base Rate
	 	 
	 	1.00 – Eurodollar Reserve Percentage”








 


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2.6. The Commitment of Bank of America as Committed Investor for the Bank of America Investor
Group as set forth on its signature page to the Transfer and Administration Agreement is hereby
decreased to $135,000,000.



SECTION 3. Conduit Investment Termination Date. YC SUSI Trust hereby informs the
SPV, effective on the date of this Amendment, that it elects to permanently cease to fund
Investments under the Transfer and Administration Agreement and the Conduit Investment Termination
Date has occurred. The parties hereto hereby agree that, on the date hereof, YC SUSI Trust hereby
assigns its interest in the Net Investment and Asset Interest to Bank of America, as its Related
Committed Investor, in accordance with Section 3.1 of the Transfer and Administration Agreement,
and that all Portions of Investment outstanding shall be allocated to a new Rate Period accruing
Yield at the Alternate Rate on the date hereof.



SECTION 4. 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 and (b) a counterpart (or counterparts) of the Fee Letter, duly executed by each of
the parties thereto.




SECTION 5. Miscellaneous.



5.1. 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.



5.2. 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.



5.3. 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.



5.4. 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.



5.5. 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.



5.6. 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.


 


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5.7. 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.



5.8. 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.



5.9. Legal Fees. Notwithstanding any thing to the contrary in the Transfer and
Administration Agreement, the Agent shall bear its own fees and expenses in connection with this
Amendment, including its own legal fees.



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/ John K. Dieker
 	 
	 	 	Name:  	John K. Dieker 	 
	 	 	Title:  	Vice President and Treasurer 	 



	 	 	 	 	 
	 	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/ Nina Austin
 	 
	 	 	Name:  	Nina Austin 	 
	 	 	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/ Nina Austin
 	 
	 	 	Name:  	Nina Austin 	 
	 	 	Title:  	Vice President 	 
	 



 


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