Amendment to Receivables Purchase Agreement



 Exhibit 10.4 
 Dated 27 October 2006 
 Amendment Agreement 
 relating to the Receivables Purchase Agreement dated 28 October 2005 
 between 
 ING BANK NV, MILAN BRANCH 
 as Purchaser and Transaction Administrator 
 and 
 GREIF ITALIA SpA 
 Seller and Servicer

 and 
 GREIF BELGIUM BVBA

 as Master Servicer 







 THIS AMENDMENT AGREEMENT (the “Agreement”) is made on 27 October 2006 . 
 Between: 
  

	1.	ING BANK NV, MILAN BRANCH, a corporation organised under the laws of the Netherlands, having its registered office at Amstelveenseweg 500, 1081 KL Amsterdam – The
Netherlands, acting through its Milan branch, whose registered office is at Via Paleocapa, 5 20121 Milano (Italy), registered in the Companies Registry of Milan and with Tax Identification Number 11241140158, (the “Purchaser” and
the “Transaction Administrator”, or “ING Milan”); 

  

	2.	GREIF ITALIA SpA, a company governed by the laws of Italy, whose registered office is located at Via A. Vespucci 1, 20066 Melzo, Milano, Italy, registered with the Companies
Registry of Milano under number 515170 (the “Seller” and the “Servicer”); 

  

	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 “Master 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 2005, 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. 

 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.	CONDITIONS PRECEDENT TO THE EFFECTIVE AMENDMENT DATE 

 The
amendments referred to in Clause 4 hereunder are subject to the Transaction Administrator having received following documents: 
  

	 	•	 	 documents evidencing that the Seller has the power to validly commit itself in this Agreement and holds all authorisations for such commitment;



  

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	 	•	 	 minutes of the board of directors (“Notulen van de Vergadering van het College van Zaakvoerders”) approving (i) the inclusion of “Conical
Obligors”, (ii) the inclusion of Switzerland as eligible country and (iii) the extension of the Programme. 


  

	3.	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. 
  

	4.	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 Settlement Date is modified as follows : 
 Settlement Date means without prejudice to Clause 17, the 15th and the last day of each calendar month, save that the first Settlement Date shall coincide with the first Purchase Date and the First French Purchase Date.
Any Settlement Date falling on a date which is not a Business Day will be postponed to the immediately following Business Day. If this immediately following Business Day falls in the following calendar month, the Settlement date will be fixed on the
immediately preceeding Business Day. 
 Schedule 1 : ELIGIBILITY CRITERIA, Part 1: ELIGIBILITY CRITERIA FOR PURCHASE 
 Clause 1.2 is modified as follows: 
 the Receivable is owed by an
Obligor acting out of an establishment located in any of the following countries : Belgium, France, Germany, the Netherlands, Spain, England and Wales, Portugal and Switzerland; 
 Schedule 1: ELIGIBILITY CRITERIA, Part 2 : ELIGIBILITY CRITERIA FOR 
 CALCULATION OF GIPP 
 The list of Important Obligors defined in Clause 1.2(a) is modified as follows: 
  

			
	 Important Obligor
	  	 Limit

	 BASF
	  	Default Reserve Floor*Combined Portfolio
	 BAYER
	  	50%*Default Reserve Floor*Combined Portfolio
	 DOW CHEMICALS
	  	50%*Default Reserve Floor*Combined Portfolio

  

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	 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
		
	 INEOS
	  	1/5 of Default Reserve Floor *Combined Portfolio + a Special Limit of EUR 500.000,-
		
	 CRODA
	  	1/5 of Default Reserve Floor * Combined Portfolio + a Special Limit of EUR 1.000.000,-

 Enclosure IV bis : Calculation Specificities and applied parameters for the calculation of the Purchase Price

 The parameter “Dilution Reserve Floor” is modified as follows: 
 Dilution Reserve Floor means : 0% until the settlement date immediately following 30/04/2007 and 4% thereafter 
 The
parameter “Default Reserve Floor” is modified as follows : 
 Dilution Reserve Floor means : 13% 
 The following clause “2. Calculation Specificities” is added : 
 Until the Settlement Date immediately following 30/04/2007, The Dilution Reserve Rate will be reduced with a percentage equal to EUR 4.500.000,00/E.R.F. 
 The Dilution Reserve Rate applicable to the Global Portfolio will be calculated as follows : 
 (EUR 4.500.000,00/E.R.F) * (Global
Portfolio/Combined Portfolio) 
 Thereafter, the Dilution Reserve Rate will be aplicable. 
 The Dilution fee will be included in the Transaction Administrator Report under the heading “Concentration Fee”. 
 Schedule VI: Charges and other Costs 
 Clause 1 : Definitions 
  

	 	•	 	 The following definition is added : 


 Dilution Fee Rate means the fee as specified in the Fee Letter and supported by the Seller, 
 deducted from
the Total Collections and remitted to the Programme Administrator. 
  

	 	•	 	 The definition of Costs is modified as follows : 


 Costs means the sum of (i) the Funding Cost; (ii) the Administration Fee; (iii) the Commitment 
 Fee; (iv) the Concentration Fee, and (v) the Dilution Fee. 
  

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 Clause 2. METHOD OF CALCULATION APPLICABLE TO CHARGES AND COSTS, (a) is modified as follows : 
 Charges shall be: 
  

	 	(i)	calculated for a term equal to the Charges Period; 

  

	 	(ii)	calculated on: 

  

	 	•	 	 the GIPP as at the previous Calculation Date for the Funding Costs; 


  

	 	•	 	 the Global Portfolio as existing at the end of the previous Calculation Date for the Servicing Fee, and the Administration Fee; 


  

	 	•	 	 the Special Limit of the Important Obligor as stipulated in criterium 2.2.4 of Enclosure II 


  

	 	•	 	 the Total Commitment Fee * Global Portfolio/Combined Portfolio. 


 The Total Commitment Fee is calculated at follows: 
 (Sum of the Maximum Programme Amount plus the Maximum
Programme Amount of the Italian Programme)*Commitment Fee Rate * number of days in the current Charges Period/360 Days. 
  

	 	•	 	 Eur 4.500.000,00 for the Dilution Fee 


  

	3.	STATUS OF DOCUMENTS 

  

	3.1	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. 
  

	3.2	Receivables Purchase Agreement 

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

	3.3	Transaction Document 

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

	4.	REPRESENTATIONS AND WARRANTIES 

 The Seller, the Servicer and the
Master Servicer represent and warrant that they: 
  

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

  

	4.2	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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	5.	MISCELLANEOUS 

  

	5.1	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.

  

	5.2	Applicable law and choice of forum 

 This Agreement shall be
governed by and construed in accordance with Italian law. 
 The Parties agree that any dispute in connection with this Agreement shall be subject to the
exclusive jurisdiction of the courts of Milan. 
 Done in Milan, on 27 October 2006 in three originals. Each party acknowledges receipt of its own
original. 
  

									
	 ING BANK NV, Milan Branch
 the
Purchaser and the Transaction Administrator
	 		 	
			
	/s/ Andre HABAY	 		 	/s/ Luc VERBEKEN
	name:	 	Andre HABAY	 		 	name:	 	Luc VERBEKEN
	title:	 	Directeur	 		 	title:	 	Head of Corporate Banking SWE

  

									
	 GREIF Italia S.p.A.
 the Seller and
the Servicer
	 		 	
				
	/s/ Domenico Rinaldini	 		 		 	
	name:	 	Domenico Rinaldini	 		 		 	
	title:	 	Amministratore Delegato	 		 		 	

  

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	 GREIF BELGIUM BVBA
 the Master
Servicer

	
	/s/ Michel Verholen
	name:	 	Michel Verholen
	title:	 	Manager (Zookroerder)

  

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