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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:
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:
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• |
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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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2
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• |
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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.
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| 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 15 th
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 :
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