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Exhibit 10
(V)
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "
Amendment "), dated as of October 31, 2006, is by and
among Greif, Inc., a Delaware corporation (" Company "),
Greif Spain Holdings, S.L., sociedad unipersonal, a private limited
liability company organized under the laws of Spain (" European
Holdco "), the financial institutions signatory hereto in their
capacity as Lenders (as defined below) under the Credit Agreement
(as defined below) and Deutsche Bank AG New York Branch, as
administrative agent for the Lenders (" Administrative Agent
"), with Deutsche Bank Securities Inc., as Lead Arranger for the
Revolver Increase referenced herein.
W I T N E S S E T H :
WHEREAS, Company, European Holdco, certain subsidiaries of
Company (together with Company and European Holdco, "
Borrowers "), certain financial institutions (the "
Lenders ") and Administrative Agent are parties to that
certain Credit Agreement dated as of March 2, 2005 (as amended
by that certain First Amendment to Credit Agreement dated as of
October 16, 2006, and as further amended, restated,
supplemented or otherwise modified and in effect from time to time,
the " Credit Agreement "), pursuant to which the Lenders
have provided to Borrowers credit facilities and other financial
accommodations; and
WHEREAS, Borrowers desire to increase the Total Multicurrency
Revolving Commitment by $100,000,000 pursuant to
Section 2.9 of the Credit Agreement (the " Revolver
Increase "); and
WHEREAS, Borrowers have requested that Administrative Agent and
the Lenders amend the Credit Agreement to effect such increase and
the Lenders and Administrative Agent are agreeable to the same,
subject to the terms and conditions hereof.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants contained herein, and other good and valuable
consideration the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms
. Terms capitalized herein and not
otherwise defined herein are used with the meanings ascribed to
such terms in the Credit Agreement.
2. Amendments to Credit
Agreement . The Credit Agreement is,
as of the Second Amendment Effective Date, hereby amended as
follows:
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Revolver Increase
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(1) Certain Lenders (each, an " Increasing
Lender ") agree to increase their respective Multicurrency
Revolving Commitments on the Second Amendment Effective Date.
Pursuant to Section 2.9 of the Credit Agreement, the
amount set forth opposite each Lender’s name in the column
headed "Multicurrency Revolving Commitment" on Schedule
1.1(a) of the Credit Agreement is deemed amended and replaced
with the amount set forth opposite such Lender’s name in the
column headed "Multicurrency Revolving Commitment" on the
Schedule 1.1(a) attached hereto, which schedule
reflects
the new Multicurrency Revolving Commitments after
giving effect to this clause. The Lenders hereby waive the notice
requirements set forth in Section 2.9(a) of the Credit
Agreement.
(2) On the Second Amendment Effective Date, the Borrowers shall
be deemed to have prepaid and reborrowed all outstanding
Multicurrency Revolving Loans and Swing Line Loans as of such date
(with such borrowings to consist of Loans of the Types and with the
Interest Periods (if applicable) specified in a notice delivered by
the relevant Borrower(s) in accordance with the provisions of
Section 2.5 of the Credit Agreement. The relevant
Borrowers (or Company on behalf of such Borrowers) shall pay to the
relevant Lenders the amounts, if any, payable under
Section 3.5 of the Credit Agreement as a result of such
prepayment.
(3) On the Second Amendment Effective Date, each of the
Increasing Lenders shall make available to Administrative Agent
such amounts in immediately available funds as Administrative Agent
shall determine, for the benefit of the Lenders that are not
Increasing Lenders, as shall be necessary in order to cause each
Lender to hold its Pro Rata Share (after giving effect to the
Revolver Increase and the application of such amounts to make
payments to such Lenders) of the Multicurrency Revolving Loans and
the participations in the Letters of Credit and Swing Line
Loans.
3. Representations and
Warranties . In order to induce
Administrative Agent and the Lenders to enter into this Amendment,
each of Company and European Holdco hereby represents and warrants
to Administrative Agent and the Lenders, in each case after giving
effect to this Amendment, as follows:
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(a) Each of Company and European Holdco the corporate or other
organizational power and authority to execute and deliver this
Amendment and to perform its obligations hereunder and has taken
all necessary action to authorize the execution, delivery and
performance by it of this Amendment.
(b) Each of Company and European Holdco has duly executed and
delivered this Amendment, and this Amendment constitutes its legal,
valid and binding obligation enforceable in accordance with its
terms, except to the extent that the enforceability thereof may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws generally affecting creditors’
rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law).
(c) The
representations and warranties contained in the Credit Agreement
and the other Loan Documents are true and correct in all material
respects at and as of the Second Amendment Effective Date as though
made on and as of the Second Amendment Effective Date (except to
the extent expressly made as of a specified date, in which event
such representation and warranty is true and correct in all
material respects as of such specified date).
(d) Each of Company’s and European Holdco’s execution,
delivery and performance of this Amendment and the agreements,
documents and instruments executed and delivered pursuant to this
Amendment do not and will not (i) contravene any provision of
any Requirement
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of Law applicable to any Credit Party,
(ii) conflict with or result in any breach of, or constitute a
default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien (except pursuant to the
Security Documents) upon any of the property or assets of any
Credit Party pursuant to the terms of any Contractual Obligation to
which any Credit Party is a party or by which it or any of its
property or assets is bound except for such contraventions,
conflicts, breaches or defaults that would not be reasonably likely
to have a Material Adverse Effect, (iii) violate any provision
of any Organizational Document of any Credit Party or
(iv) require any approval of stockholders or any material
approval or consent of any Person (other than a Governmental
Authority) except filings, consents, or notices which have been
made, obtained or given.
(e) No
material order, consent, approval, license, authorization or
validation of, or filing, recording or registration with (except as
have been obtained or made on or prior to the Second Amendment
Effective Date), or exemption by, any Governmental Authority, is
required to authorize, or is required in connection with,
(i) the execution and delivery of this Amendment or the
performance of the obligations hereunder or (ii) the legality,
validity, binding effect or enforceability of this Amendment or any
agreements, documents and instruments executed and delivered
pursuant to this Amendment.
(f) No
Event of Default or Unmatured Event of Default exists under the
Credit Agreement or would exist immediately after giving effect to
this Amendment.
4. Conditions to Effectiveness
of Amendment . This Amendment shall
become effective on the Business Day (the " Second Amendment
Effective Date ") each of the following conditions precedent is
satisfied:
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(a) Execution and Delivery of
Amendment . Administrative Agent (or
its counsel) shall have received from (A) Lenders constituting
(i) the Required Lenders and (ii) each Increasing Lender
and (B) Company and European Holdco either (i) a
counterpart of this Amendment signed on behalf of such party or
(ii) written evidence satisfactory to Administrative Agent
(which may include telecopy transmission of a signed signature page
of this Amendment) that such party has signed a counterpart of this
Amendment.
(b) Execution and Delivery of
Officer’s Certificate . Administrative Agent shall have received a certificate of a
Responsible Officer of Company and European Holdco certifying that
the representations and warranties set forth in
Section 3 of the Amendment are true and correct in all
material respects as of the Second Amendment Effective Date except
to the extent such representations and warranties are expressly
made as of a specified date in which event such representations and
warranties were true and correct in all material respects as of
such specified date; no Event of Default or Unmatured Event of
Default has occurred and is continuing after giving effect to the
Amendment; and the conditions of Section 4 of the
Amendment have been fully satisfied.
(c) Reaffirmation
Agreement . Administrative Agent
shall have received a duly executed copy of the Reaffirmation
Agreement executed by each Credit Party other than Company and
European Holdco in form and substance acceptable to Administrative
Agent.
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(d) Multicurrency Revolving
Notes . Borrowers shall have duly
executed and delivered to Administrative Agent, if requested, the
Multicurrency Revolving Notes payable to the order of each
applicable Multicurrency Revolving Lender listed on Schedule 1.1
hereto in the amount of their respective Multicurrency Revolving
Commitments after giving effect to this Amendment, all of which
shall be in full force and effect;
(e) Opinions of Counsel
. Admin
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