FIRST AMENDMENT AND WAIVER TO CREDIT
AGREEMENT
THIS FIRST
AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of July 21,
2009 (this “ Amendment ”), to the Existing
Credit Agreement (such capitalized terms and other capitalized
terms used in this preamble and the recitals below shall have the
meanings set forth in, or are defined by reference in,
Article I below) is among GREIF, INC., a Delaware
corporation (the “ Company ”), GREIF
INTERNATIONAL HOLDING B.V., a private limited liability company
(besloten vennootschap met beperlite aansprakelijkheid)
incorporated and existing under the laws of The Netherlands with
statutory seat in Amstelveen, The Netherlands (together with the
Company, the “ Borrowers ” and each, a “
Borrower ”), each lender from time to time party
hereto (collectively, the “ Lenders ” and
individually, a “ Lender ”), and BANK OF
AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer.
WHEREAS, the
Borrowers, the Lenders, the Administrative Agent and the L/C Issuer
are parties to the Credit Agreement, dated as of February 19,
2009 (as amended or otherwise modified prior to the date hereof,
the “ Existing Credit Agreement ”, and as
amended by this Amendment and as the same may be further amended,
supplemented, amended and restated or otherwise modified from time
to time, the “ Credit Agreement ”);
and
WHEREAS, the
Borrowers have requested that the Lenders amend and waive certain
provisions of the Existing Credit Agreement and the Lenders are
willing, on the terms and subject to the conditions hereinafter set
forth, to make the amendments and waivers to the Existing Credit
Agreement set forth below.
NOW, THEREFORE,
the parties hereto hereby covenant and agree as follows:
SECTION 1.1.
Certain Definitions . The following terms when used in this
Amendment shall have the following meanings (such meanings to be
equally applicable to the singular and plural forms
thereof):
“
Amendment ” is defined in the preamble
.
“
Amendment Effective Date ” is defined in
Article IV .
“
Borrower ” is defined in the preamble
.
“
Company ” is defined in the preamble
.
“ Credit
Agreement ” is defined in the first recital
.
“
Existing Credit Agreement ” is defined in the first
recital .
“ Senior
Note Proceeds ” is defined in Article III
.
“ Senior
Notes Due 2019 ” means the Company’s 7-
3 / 4
% Senior Notes due 2019.
SECTION 1.2.
Other Definitions . Capitalized terms for which meanings are
provided in the Existing Credit Agreement are, unless otherwise
defined herein or the context otherwise requires, used in this
Amendment with such meanings.
ARTICLE II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and
subject to the occurrence of) the Amendment Effective Date, the
provisions of the Existing Credit Agreement referred to below are
hereby amended in accordance with this Article II
.
SECTION 2.1.1.
Amendments to Article I . Section 1.01 of the
Existing Credit Agreement is hereby amended by amending the
following definitions in their entirety to read as
follows:
B. “
Senior Note Documents ” means, collectively,
(a) the Indenture, dated as of February 9, 2007, between
the Company, as Issuer, and U.S. Bank National Association, as
Trustee; (b) the Indenture, to be dated as of July 28,
2009, among the Company and U.S. Bank National Association;
(c) the Senior Notes; and (d) all other agreements,
instruments and other documents pursuant to which the Senior Notes
have been or will be issued or otherwise setting forth the terms of
the Senior Notes.
“ Senior
Notes ” means, collectively, (a) the Company’s
6- 3
/ 4 % Senior
Notes due 2017 and (b) the Company’s 7-
3 / 4
% Senior Notes due 2019.
Pursuant to
Section 10.01(a) of the Credit Agreement and clause
(E) of the second proviso thereof, and in each case subject to
the occurrence of the Amendment Effective Date and solely with
respect to the cash Net Offering Proceeds from the issuance of the
Senior Notes Due 2019 (the “ Senior Note Proceeds
”):
(a) the
undersigned, representing the Required Lenders and the Required
Term Lenders, hereby agree that the Senior Note Proceeds shall not
be applied to prepay the Term Facility, as otherwise required
pursuant to Sections 2.05(b)(iv) and (v) of the Credit
Agreement, and, accordingly, waive the requirements of
Section 2.05(b)(v) of the Credit Agreement, that each
prepayment of Loans be applied first to the Term Facility;
and
2
(b) the
undersigned, representing the L/C Issuers, the Swing Line Lenders,
the Required Lenders and the Required U.S. Revolving Lenders,
hereby agree that the Senior Note Proceeds shall not be applied to
prepay L/C Borrowings or Swing Line Loans or Cash Collateralize L/C
Obligations, as otherwise required pursuant to
Sections 2.05(b)(iv) and (vi) of the Credit Agreement,
and, accordingly, waive the requirements of
Section 2.05(b)(vi) of the Credit Agreement, that prepayments
of the Revolving Credit Facility be applied ratably to L/C
Borrowings and Swing Line Loans and to Cash Collateralize L/C
Obligations.
ARTICLE IV
II. CONDITIONS TO EFFECTIVENESS
This Amendment
shall become effective on the date first written above (the “
Amendment Effective Date ”) when the following
conditions have been met:
SECTION 4.1.
Counterparts . The Administrative Agent shall have received
counterparts hereof executed on behalf of the Borrowers and the
requisite Lenders.
SECTION 4.2.
Costs and Expenses, etc . The Administrative Agent shall
have received for the account of each Lender, all fees, costs and
expenses due and payable pursuant to Section 10.04 of the Credit
Agreement, if then invoiced.
SECTION 4.3.
Amendment Fee . The Administrative Agent shall have
received, for the ratable benefit of each Lender (that has
delivered its signature page in a manner and before the time set
forth below), a non-refundable fee in an amount equal to 0.05% of
the sum of (a) Total Outstandings and (b) a
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