GREIF INC (Form: 10-Q, Received: 06/08/2012 14:05:52)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2012

Commission File Number 001-00566

LOGO

GREIF, INC.

(Exact name of registrant as specified in its charter)

Delaware

31-4388903

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)


425 Winter Road, Delaware, Ohio		43015
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (740) 549-6000

Not Applicable

Former name, former address and former fiscal year, if changed since last report.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of each of the issuer’s classes of common stock as of the close of business on June 1, 2012:


Class A Common Stock			25,170,768 shares
Class B Common Stock			22,119,966 shares

Table of Contents


	Page

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS		3

CONSOLIDATED STATEMENTS OF OPERATIONS		3

CONSOLIDATED BALANCE SHEETS		4

CONSOLIDATED STATEMENTS OF CASH FLOWS		6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		28

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK		54

ITEM 4. CONTROLS AND PROCEDURES		54

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS		54

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		54

ITEM 6. EXHIBITS		55

SIGNATURES		56

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(Dollars in millions, except per share amounts)


	Three months ended						Six months ended
	April 30,						April 30,
	2012			2011			2012			2011
Net sales	$	1,095.3		$	1,050.7		$	2,088.0		$	1,994.5
Cost of products sold		892.2			843.4			1,706.2			1,611.1

Gross profit		203.1			207.3			381.8			383.4
Selling, general and administrative expenses		121.9			113.9			234.5			220.4
Restructuring charges		10.1			5.0			19.0			8.0
(Gain) on disposal of properties, plants and equipment, net		(3.2	)		(2.9	)		(4.3	)		(5.0	)

Operating profit		74.3			91.3			132.6			160.0
Interest expense, net		24.1			18.6			47.8			35.4
Other expense, net		2.7			7.3			2.5			5.4

Income before income tax expense and equity earnings of unconsolidated affilitates, net		47.5			65.4			82.3			119.2
Income tax expense		13.3			14.8			23.5			28.0
Equity earnings of unconsolidated affiliates, net of tax		2.0			—			2.0			0.5

Net income		36.2			50.6			60.8			91.7
Net (income) loss attributable to noncontrolling interests		0.6			0.3			(0.1	)		0.6

Net income attributable to Greif, Inc.	$	36.8		$	50.9		$	60.7		$	92.3

Basic earnings per share attributable to Greif, Inc. common shareholders:
Class A Common Stock	$	0.63		$	0.87		$	1.05		$	1.58
Class B Common Stock	$	0.95		$	1.31		$	1.56		$	2.37

Diluted earnings per share attributable to Greif, Inc. common shareholders:
Class A Common Stock	$	0.63		$	0.87		$	1.04		$	1.58
Class B Common Stock	$	0.95		$	1.31		$	1.56		$	2.37

See accompanying Notes to Consolidated Financial Statements

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(Dollars in millions)

ASSETS


	April 30, 2012			October 31, 2011
Current assets
Cash and cash equivalents		104.9			127.4
Trade accounts receivable, less allowance of $13.0 in 2012 and $13.8 in 2011		503.9			568.6
Inventories		385.9			432.5
Deferred tax assets		22.3			23.7
Net assets held for sale		12.9			11.4
Current portion related party notes and advances receivable		14.9			1.7
Prepaid expenses and other current assets		142.4			140.0

		1,187.2			1,305.3

Long-term assets
Goodwill		973.8			1,004.9
Other intangible assets, net of amortization		211.9			229.8
Deferred tax assets		68.2			70.6
Related party notes receivable		17.1			18.3
Assets held by special purpose entities		50.9			50.9
Other long-term assets		102.6			92.2

		1,424.5			1,466.7

Properties, plants and equipment
Timber properties, net of depletion		217.4			216.0
Land		140.5			123.1
Buildings		461.7			480.4
Machinery and equipment		1,385.9			1,389.0
Capital projects in progress		167.9			140.0

		2,373.4			2,348.5
Accumulated depreciation		(954.9	)		(913.2	)

		1,418.5			1,435.3

Total assets	$	4,030.2			4,207.3

See accompanying Notes to Consolidated Financial Statements

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(Dollars in millions)

LIABILITIES AND SHAREHOLDERS’ EQUITY


	April 30, 2012			October 31, 2011
Current liabilities
Accounts payable	$	441.9		$	487.8
Accrued payroll and employee benefits		76.9			99.8
Restructuring reserves		8.8			19.6
Current portion of long-term debt		18.8			12.5
Short-term borrowings		105.2			137.3
Deferred tax liabilities		2.9			5.1
Other current liabilities		148.2			167.7

		802.7			929.8

Long-term liabilities
Long-term debt		1,286.0			1,345.1
Deferred tax liabilities		204.2			196.7
Pension liabilities		72.3			76.1
Postretirement benefit obligations		20.9			20.9
Liabilities held by special purpose entities		43.3			43.3
Other long-term liabilities		188.9			203.2

		1,815.6			1,885.3

Shareholders’ equity
Common stock, without par value		121.1			113.8
Treasury stock, at cost		(131.6	)		(132.0	)
Retained earnings		1,413.6			1,401.7
Accumulated other comprehensive loss:
-foreign currency translation		(31.4	)		(46.4	)
-interest rate and other derivatives		(0.3	)		(0.1	)
-minimum pension liabilities		(97.8	)		(101.6	)

Total Greif, Inc. shareholders’ equity		1,273.6			1,235.4

Noncontrolling interests		138.3			156.8

Total shareholders’ equity		1,411.9			1,392.2

Total liabilities and shareholders’ equity	$	4,030.2		$	4,207.3

See accompanying Notes to Consolidated Financial Statements

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(Dollars in millions)


For the six months ended April 30,	2012			2011
Cash flows from operating activities:
Net income	$	60.8		$	91.7
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation, depletion and amortization		78.4			67.7
Asset impairments		7.4			0.8
Unrealized foreign exchange gain		(2.9	)		(2.0	)
Deferred income taxes		(7.1	)		(3.5	)
Gain on disposals of properties, plants and equipment, net		(4.3	)		(4.9	)
Equity earnings of affiliates		(2.0	)		(0.5	)
Increase (decrease) in cash from changes in certain assets and liabilities:
Trade accounts receivable		43.5			(24.4	)
Inventories		37.1			(44.3	)
Accounts payable		(34.3	)		(48.3	)
Restructuring reserves		(10.7	)		(2.2	)
Pension and postretirement benefit liabilities		(7.1	)		(9.0	)
Other, net		9.4			(33.6	)

Net cash provided by (used in) operating activities		168.2			(12.5	)

Cash flows from investing activities:
Acquisition of companies, net of cash acquired		—			(28.5	)
Cash paid for deferred purchase price		(14.3	)		—
Purchases of properties, plants and equipment		(69.5	)		(73.7	)
Purchases of timber properties		(2.6	)		(0.9	)
Proceeds from the sale of properties, plants, equipment and other assets		7.0			5.5
Issuance of notes receivable to related party, net		(11.9	)		(21.8	)
Purchase of land rights		—			(0.6	)

Net cash used in investing activities		(91.3	)		(120.0	)

Cash flows from financing activities:
Proceeds from issuance of long-term debt		1,862.0			1,551.9
Payments on long-term debt		(1,895.3	)		(1,404.7	)
Proceeds from (payments on) short-term borrowings, net		(14.1	)		40.7
Payments of trade accounts receivable credit facility, net		(2.0	)		(18.9	)
Dividends paid		(48.8	)		(48.8	)
Exercise of stock options		0.6			0.3
Acquisitions of treasury stock and other		—			(3.0	)

Net cash provided by (used in) financing activities		(97.6	)		117.5

Effects of exchange rates on cash		(1.8	)		3.6

Net decrease in cash and cash equivalents		(22.5	)		(11.4	)
Cash and cash equivalents at beginning of period		127.4			106.9

Cash and cash equivalents at end of period	$	104.9		$	95.5

See accompanying Notes to Consolidated Financial Statements

GREIF, INC. AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2012

NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The information furnished herein reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the consolidated balance sheets as of April 30, 2012 and October 31, 2011 and the consolidated statements of operations and cash flows for the six month periods ending April 30, 2012 and 2011 of Greif, Inc. and its subsidiaries (the “Company”). The consolidated financial statements include the accounts of Greif, Inc., all wholly-owned and majority-owned subsidiaries and investments in limited liability companies, partnerships and joint ventures in which it has controlling influence. Non — majority owned entities include investments in limited liability companies, partnerships and joint ventures in which the Company does not have controlling influence.

The unaudited consolidated financial statements included in the Quarterly Report on Form 10-Q (this “Form 10-Q”) should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for its fiscal year ended October 31, 2011 (the “2011 Form 10-K”). Note 1 of the “Notes to Consolidated Financial Statements” from the 2011 Form 10-K is specifically incorporated in this Form 10-Q by reference. In the opinion of management, all adjustments necessary for fair presentation of the consolidated financial statements have been included and are of a normal and recurring nature.

The consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions to Quarterly Reports on Form 10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates.

The Company’s fiscal year begins on November 1 and ends on October 31 of the following year. Any references to the year 2012 or 2011, or to any quarter of those years, relates to the fiscal year or quarter, as the case may be, ending in that year.

The Company presents various fair value disclosures in Notes 3, 9 and 10 to these Consolidated Financial Statements.

Certain prior year amounts have been reclassified to conform to the 2012 presentation.

Newly Adopted Accounting Standards

Beginning November 1, 2011 the Company adopted Accounting Standards Update (“ASU”) 2010-29 “Business Combinations: Disclosure of supplementary pro forma information for business combinations”. The amendment to Accounting Standards Codification (“ASC”) 805 “Business Combinations” requires a public entity to disclose pro forma information for business combinations that occurred in the current reporting period. The disclosures include pro forma revenue and earnings of the combined entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period. If comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period. The adoption of the new guidance did not impact the Company’s financial position, results of operations or cash flows, other than the related disclosures.

Beginning on February 1, 2012 the Company adopted ASU 2011-04 “Fair Value Measurement: Amendments to achieve common fair value measurements and disclosure requirements in U.S. GAAP and IFRS”. The amendments to ASC 820 “Fair Value Measurement” clarify how to apply the existing fair value measurement and disclosure requirements. The adoption of the new guidance did not impact the Company’s financial position, results of operations or cash flows, other than the related disclosures.

Recently Issued Accounting Standards

Effective July 1, 2009, changes to the ASC are communicated through an ASU. As of April 30, 2012, the FASB has issued ASU’s 2009-01 through 2011-12. The Company has reviewed each ASU and the adoption of each ASU that is applicable to the Company is not expected to have a material impact on the Company’s financial position, results of operations or cash flows, other than the related disclosures.

In June 2011, the FASB issued ASU 2011-05 “Comprehensive Income: Presentation of comprehensive income.” The amendment to ASC 220 “Comprehensive Income” requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. In December 2011, the FASB issued ASU 2011-12 “Comprehensive Income: Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” This amendment to ASC 220 “Comprehensive Income” will defer the adoption of presentation of reclassification items out of accumulated other comprehensive income until November 1, 2012 for the Company. The Company is expected to adopt the new guidance beginning November 1, 2012, and the adoption of the new guidance is not expected to impact the Company’s financial position, results of operations or cash flows, other than the related disclosures.

In September 2011, the FASB issued ASU 2011-08 “Intangibles—Goodwill and Other: Testing Goodwill for Impairment” which provides an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test for goodwill impairment. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. However, an entity can choose to early adopt even if its annual test date is before the issuance of the final standard, provided that the entity has not yet performed its 2011 annual impairment test or issued its financial statements. The Company will consider the applicability of the new guidance beginning November 1, 2012, and the adoption of the new guidance is not expected to impact the Company’s financial position, results of operations or cash flows, other than related disclosures.

In December 2011, the FASB issued ASU 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities.” The differences in the offsetting requirements in GAAP and International Financial Reporting Standards (“IFRS”) account for a significant difference in the amounts presented in statements of financial position prepared in accordance with GAAP and in the amounts presented in those statements prepared in accordance with IFRS for certain institutions. This difference reduces the comparability of statements of financial position. The FASB and IASB are issuing joint requirements that will enhance current disclosures. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The Company is expected to adopt the new guidance beginning on November 1, 2014, and the adoption of the new guidance is not expected to impact the Company’s financial position, results of operations or cash flows, other than the related disclosures.

NOTE 2 — ACQUISITIONS, DIVESTITURES AND OTHER SIGNIFICANT TRANSACTIONS

The Company completed no acquisitions and no material divestitures for the three months ended April 30, 2012 and acquisition activity was not material for the three months ended April 30, 2011. The Company completed no acquisitions and no material divestitures for the six months ended April 30, 2012 and acquisition activity was not material for the six months ended April 30, 2011. The Company made a $14.3 million deferred cash payment during the six months ended April 30, 2012 for an acquisition completed in 2010. The following table presents a summary of the purchase price allocation for acquisition activity over the prior two fiscal years, 2012 and 2011, respectively, as of April 30, 2012 (Dollars in millions):


	# of Acquisitions		Purchase Price, net of cash		Tangible Assets, net		Intangible Assets		Goodwill
Total year to date 2012 Acquisitions		0	$	0	$	0	$	0	$	0
Total fiscal year 2011 Acquisitions		8	$	344.9	$	100.3	$	77.7	$	289.7

Note: Purchase price, net of cash acquired, represents cash paid in the period of each acquisition and does not include assumed debt, subsequent payments for deferred purchase adjustments or earn-out provisions.

During 2011, the Company completed eight acquisitions, all in the Rigid Industrial Packaging & Services segment, as follows: three European companies acquired in February, July and August, respectively; two joint ventures, one in each of North America and Asia Pacific entered into in February and August, respectively; one Middle Eastern company acquired in May; the acquisition of the remaining outstanding minority shares from a 2008 acquisition in South America; and the acquisition of additional shares of a consolidated subsidiary in North America.

The Company has allocated purchase price as of the dates of acquisition based upon its understanding, obtained during due diligence and through other sources, of the fair value of the acquired assets and assumed liabilities. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), including through asset appraisals and learning more about the newly acquired business, the Company may refine its estimates of fair value to allocate the purchase price more accurately; however, any such revisions are not expected to be significant.

Pro Forma Information

In accordance with ASU 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations,” the Company has considered the effect of the 2012 and 2011 acquisitions in the consolidated statements of operations for each period presented. The revenue and operating profit (loss) of the 2011 acquisitions included in the Company’s consolidated results totaled $117.2 million and ($0.8) million for the three months ending April 30, 2012, and $212.8 million and $2.5 million for the six months ending April 30, 2012. Pro forma results of operations, assuming that the 2011 acquisitions had taken place as of the beginning of 2011, were not materially different from reported results and, consequently, are not presented.

The Company’s 2011 acquisitions were made to obtain technologies, patents, equipment, customer lists and access to markets. All of the 2011 acquisitions were of companies not listed on a stock exchange or not otherwise publicly traded or not required to provide public financial information.

NOTE 3 — SALE OF NON-UNITED STATES ACCOUNTS RECEIVABLE

On April 27, 2012, Cooperage Receivables Finance B.V. (the “Main SPV”) and Greif Coordination Center BVBA, an indirect wholly owned subsidiary of Greif, Inc. (“Seller”), entered into the Nieuw Amsterdam Receivables Purchase Agreement (the “European RPA”) with affiliates of a major international bank (the “Purchasing Bank Affiliates”). Under the European RPA, the Seller has agreed to sell trade accounts receivables that meet certain eligibility requirements that Seller had purchased from other indirect wholly owned subsidiaries of Greif, Inc. under discounted receivables purchase agreements and related agreements. These other indirect wholly owned subsidiaries of Greif, Inc. include Greif Belgium BVBA, Pack2pack Rumbeke N.V., Pack2pack Zwolle B.V., Greif Nederland B.V., Pack2pack Halsteren B.V., Greif Italia S.p.A., Fustiplast S.p.A., Greif France S.A.S., Pack2pack Lille S.A.S., Greif Packaging Spain S.A., Greif UK Ltd., Greif Germany GmbH, Fustiplast GmbH, Pack2pack Mendig GmbH, Greif Portugal S.A., Greif Sweden Aktiebolag, Greif Packaging Sweden Aktiebolag and Greif Norway A.S. (the “Selling Subsidiaries”). Under the terms of a Performance and Indemnity Agreement, the performance obligations of the Selling Subsidiaries under the transaction documents have been guaranteed by Greif, Inc. The European RPA may be amended from time to time to add additional subsidiaries of Greif, Inc. The maximum amount of receivables that may be sold and outstanding under the European RPA at any time is €145 million ($192.0 million as of April 30, 2012). A significant portion of the proceeds from this trade receivables facility was used to pay the obligations under the previous trade receivables facilities described below, which were then terminated, and to pay expenses incurred in connection with this transaction. The remaining proceeds from this facility will be available for working capital and general corporate purposes.

Under the terms of a Receivable Purchase Agreement (the “RPA”) between Seller and a major international bank, the Seller had agreed to sell trade receivables meeting certain eligibility requirements that Seller had purchased from other indirect wholly owned subsidiaries of Greif, Inc., including Greif Belgium BVBA, Greif Germany GmbH, Greif Nederland BV, Greif Packaging Belgium NV, Greif Spain SA, Greif Sweden AB, Greif Packaging Norway AS, Greif Packaging France, SAS, Greif Packaging Spain SA, Greif Portugal Lda and Greif UK Ltd, under discounted receivables purchase agreements and from Greif France SAS under a factoring agreement. In addition, Greif Italia S.p.A., also an indirect wholly owned subsidiary of Greif, Inc., had entered into an Italian Receivables Purchase Agreement with the Italian branch of the major international bank (the “Italian RPA”) agreeing to sell trade receivables that meet certain eligibility criteria to such branch. The Italian RPA was similar in structure and terms as the RPA. On April 27, 2012, the RPA and the Italian RPA were terminated.

In October 2007, Greif Singapore Pte. Ltd., an indirect wholly-owned subsidiary of Greif, Inc., entered into the Singapore Receivable Purchase Agreement (the “Singapore RPA”) with a major international bank. The maximum amount of aggregate receivables that may be financed under the Singapore RPA is 15.0 million Singapore Dollars ($12.1 million as of April 30, 2012).

In May 2009, Greif Malaysia Sdn Bhd., an indirect wholly-owned subsidiary of Greif, Inc., entered into the Malaysian Receivables Purchase Agreement (the “Malaysian Agreements”) with Malaysian banks. The maximum amount of the aggregate receivables that may be financed under the Malaysian Agreements is 15.0 million Malaysian Ringgits ($4.9 million as of April 30, 2012).

These transactions are structured to provide for true legal sales, on a revolving basis, of the receivables transferred from the various Greif, Inc. subsidiaries to the respective banks and affiliates. Under the European RPA, the Singapore RPA and the Malaysian Agreement, the banks and affiliates fund an initial purchase price of a certain percentage of eligible receivables based on a formula with the initial purchase price approximating 75 percent to 90 percent of eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables; although under the European RPA, the Seller provides a subordinated loan to the Main SPV, which is used to fund the remaining purchase price owed to the Selling Subsidiaries. The repayment of the subordinated loan to the Seller is paid from the collections of the receivables. As of the balance sheet reporting dates, the Company removes from accounts receivable the amount of cash proceeds received from the initial purchase price since they meet the applicable criteria of ASC 860, “Transfers and Servicing”, and continues to recognize the deferred purchase price within other current assets on the Company’s consolidated balance sheet as of the time the receivables are initially sold; accordingly the difference between the carrying amount and the fair value of the assets sold are included as a loss on sale in the consolidated statements of operations within other expense, net. The receivables are sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates.

The table below contains information related to the Company’s accounts receivables programs (Dollars in millions):


	Three months ended				Six months ended
	April 30,				April 30,
	2012		2011		2012		2011
European RPA
Gross accounts receivable sold to third party financial institution	$	187.8	$	—	$	187.8	$	—
Cash received for accounts receivable sold under the programs		164.5		—		164.5		—
Deferred purchase price related to accounts receivable sold		23.3		—		23.3		—
Loss associated with the programs		0.6		—		0.6		—
Expenses associated with the programs		1.9		—		1.9		—

RPA and Italian RPA
Gross accounts receivable sold to third party financial institution	$	17.6	$	257.1	$	189.4	$	463.1
Cash received for accounts receivable sold under the programs		15.6		227.4		167.7		409.6
Deferred purchase price related to accounts receivable sold		2.0		29.7		21.7		53.5
Loss associated with the programs		0.7		1.0		1.6		2.1
Expenses associated with the programs		—		—		—		—

Singapore RPA
Gross accounts receivable sold to third party financial institution	$	19.2	$	17.1	$	35.8	$	33.8
Cash received for accounts receivable sold under the program		19.2		17.1		35.8		33.8
Deferred purchase price related to accounts receivable sold		—		—		—		—
Loss associated with the program		—		—		—		—
Expenses associated with the program		0.1		0.1		0.1		0.1

Malaysian Agreements
Gross accounts receivable sold to third party financial institution	$	6.0	$	5.1	$	12.4	$	9.6
Cash received for accounts receivable sold under the program		6.0		5.1		12.4		9.6
Deferred purchase price related to accounts receivable sold		—		—		—		—
Loss associated with the program		—		—		0.1		0.1
Expenses associated with the program		—		—		—		—

Total RPAs and Agreements
Gross accounts receivable sold to third party financial institution	$	230.6	$	279.3	$	425.4	$	506.5
Cash received for accounts receivable sold under the program		205.3		249.6		380.4		453.0
Deferred purchase price related to accounts receivable sold		25.3		29.7		45.0		53.5
Loss associated with the program		1.3		1.0		2.3		2.2
Expenses associated with the program		2.0		0.1		2.0		0.1


	April 30,		October 31,
	2012		2011
European RPA
Accounts receivable sold to and held by third party financial institution	$	187.8	$	—
Uncollected deferred purchase price related to accounts receivable sold		23.3		—

RPA and Italian RPA
Accounts receivable sold to and held by third party financial institution	$	—	$	149.2
Uncollected deferred purchase price related to accounts receivable sold		—		24.4

Singapore RPA
Accounts receivable sold to and held by third party financial institution	$	5.2	$	4.9
Uncollected deferred purchase price related to accounts receivable sold		—		—

Malaysian Agreements
Accounts receivable sold to and held by third party financial institution	$	3.3	$	3.7
Uncollected deferred purchase price related to accounts receivable sold		—		—

Total RPAs and Agreements
Accounts receivable sold to and held by third party financial institution	$	196.3	$	157.8
Uncollected deferred purchase price related to accounts receivable sold		23.3		24.4

The deferred purchase price related to the accounts receivable sold is reflected as other current assets on the Company’s consolidated balance sheet and was initially recorded at an amount which approximates its fair value due to the short-term nature of these items. The cash received up front and the deferred purchase price relate to the sale or ultimate collection of the underlying receivables, and are not subject to significant other risks given their short nature; therefore, the Company reflects all cash flows under the accounts receivable sales programs as operating cash flows on the Company’s consolidated statements of cash flows.

Additionally, the Company performs collections and administrative functions on the receivables sold similar to the procedures it uses for collecting all of its receivables, including receivables that are not sold under the European RPA, the Singapore RPA and the Malaysian Agreements. The servicing liability for these receivables is not material to the consolidated financial statements.

NOTE 4 — INVENTORIES

Inventories are stated at the lower of cost or market, utilizing the first-in, first-out basis. Inventories are summarized as follows (Dollars in millions):


	April 30,		October 31,
	2012		2011
Finished Goods	$	103.6	$	105.4
Raw materials and work-in-process		282.3		327.1

	$	385.9	$	432.5

NOTE 5 — NET ASSETS HELD FOR SALE

As of April 30, 2012 and October 31, 2011, there were seven locations with assets held for sale. During the six months ended April 30, 2012, one location in the Rigid Industrial Packaging & Services segment was placed back in service and depreciation was resumed and accounted for in accordance with ASC 360, “Property, Plant and Equipment” and one location in the Flexible Products & Services segment with assets held for sale was added. As a result of placing a location back in service in 2012, the 2011 consolidated balance sheet has been reclassified for such location to conform to the current year presentation. The net assets held for sale are being marketed for sale and it is the Company’s intention to complete the sales of these assets within the upcoming year.

For the three months ending April 30, 2012, the Company recorded a gain on disposal of PP&E, net of $3.2 million. There were sales of higher and better use (“HBU”) and surplus properties which resulted in gains of $2.7 million and sales of development properties which resulted in gains of $1.2 million in the Land Management segment and sales of other miscellaneous equipment which resulted in a loss of $0.7 million. None of these were previously classified as held for sale.

For the six months ending April 30, 2012, the Company recorded a gain on disposal of PP&E, net of $4.3 million. There were sales of HBU and surplus properties which resulted in gains of $3.0 million and sales of development properties which resulted in gains of $1.2 million in the Land Management segment, a sale of miscellaneous equipment in the Paper Packaging segment which resulted in a gain of $0.5 million and sales of other miscellaneous equipment which resulted in a loss of $0.4 million. None of these were previously classified as held for sale.

NOTE 6 — GOODWILL AND OTHER INTANGIBLE ASSETS

The following table summarizes the changes in the carrying amount of goodwill by segment for the six month period ended April 30, 2012 (Dollars in millions):


	Rigid Industrial Packaging & Services			Flexible Products & Services			Paper Packaging		Land Management		Total
Balance at October 31, 2011	$	866.9		$	78.1		$	59.7	$	0.2	$	1,004.9
Goodwill acquired		—			—			—		—		—
Goodwill adjustments		(0.6	)		0.2			—		—		(0.4	)
Currency translation		(25.7	)		(5.0	)		—		—		(30.7	)

Balance at April 30, 2012	$	840.6		$	73.3		$	59.7	$	0.2	$	973.8

The goodwill adjustments decreased goodwill by a net amount of $0.4 million related to the finalization of purchase price allocations of certain prior year acquisitions. Business combinations that occurred at or near year end were recorded with provisional estimates for fair value based on management’s best estimate and were updated based on updated estimates.

The following table summarizes the carrying amount of net intangible assets by class as of April 30, 2012 and October 31, 2011 (Dollars in millions):


	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
October 31, 2011:
Trademark and patents	$	47.4	$	17.4	$	30.0
Non-compete agreements		22.8		9.0		13.8
Customer relationships		183.0		22.4		160.6
Other		33.1		7.7		25.4

Total	$	286.3	$	56.5	$	229.8

April 30, 2012:
Trademark and patents	$	38.8	$	8.9	$	29.9
Non-compete agreements		15.0		5.5		9.5
Customer relationships		200.7		47.1		153.6
Other		21.2		2.3		18.9

Total	$	275.7	$	63.8	$	211.9

Gross intangible assets decreased by $10.6 million for the six month period ended April 30, 2012. The decrease in gross intangible assets was attributable to $12.4 million of currency fluctuations offset by $1.8 million of adjustments to the preliminary purchase price allocations related to the 2011 acquisitions in the Rigid Industrial Packaging & Services segment. Amortization expense for the three months ending April 30, 2012 and 2011 was $5.9 million and $4.0 million, respectively. Amortization expense for the six months ending April 30, 2012 and 2011 was $11.1 million and $8.2 million, respectively. Amortization expense for the next five years is expected to be $21.6 million in 2012, $20.8 million in 2013, $19.3 million in 2014, $18.3 million in 2015 and $17.7 million in 2016.

All intangible assets for the periods presented are subject to amortization and are being amortized using the straight-line method over periods that range from three to 15 years for trade names, two to ten years for non-competition covenants, one to 23 years for customer relationships and four to 20 years for other intangibles, except for $24.2 million related to the Tri-Sure trademark and the trade names related to Blagden Express, Closed-loop, Box Board and Fustiplast, all of which have indefinite lives.

The Company reviews goodwill and indefinite-lived intangible assets for impairment by reporting unit as required by ASC 350, “Intangibles—Goodwill and Other”, on an annual basis and whenever events and circumstances indicate impairment may have occurred. A reporting unit is the operating segment, or a business one level below that operating segment if discrete financial information is prepared and regularly reviewed by segment management.

The Company’s business segments have been identified as reporting units and the Company concluded that no impairment or impairment indicators exist as of April 30, 2012.

NOTE 7 — RESTRUCTURING CHARGES

The following is a reconciliation of the beginning and ending restructuring reserve balances for the six month period ended April 30, 2012 (Dollars in millions):


	Cash Charges						Non-cash Charges
	Employee Separation Costs			Other Costs			Asset Impairments			Total
Balance at October 31, 2011	$	11.8		$	7.6		$	0.2		$	19.6
Costs incurred and charged to expense		8.2			5.9			4.9			19.0
Costs paid or otherwise settled		(13.8	)		(10.9	)		(5.1	)		(29.8	)

Balance at April 30, 2012	$	6.2		$	2.6		$	—		$	8.8

The focus for restructuring activities in 2012 continues to be on the contingency actions and integration of acquisitions in the Rigid Industrial Packaging & Services and Flexible Products & Services segments. During the three months ending April 30, 2012, the Company recorded restructuring charges of $10.1 million, which compares to $5.0 million of restructuring charges during the three months ending April 30, 2011. During the six months ending April 30, 2012, the Company recorded restructuring charges of $19.0 million, which compares to $8.0 million of restructuring charges during the six months ending April 30, 2011. The restructuring activity for the three months ending April 30, 2012 consisted of $3.0 million in employee separation costs, $3.2 million in asset impairments and $3.9 million in other restructuring costs, primarily consisting of lease termination costs and professional fees. The restructuring activity for the six month period ending April 30, 2012 consisted of $8.2 million in employee separation costs, $4.9 million in asset impairments and $5.9 million in other restructuring costs, primarily consisting of lease termination costs and professional fees.

The following is a reconciliation of the total amounts expected to be incurred from open restructuring plans which are anticipated to be realized in 2012 and 2013 or plans that are being formulated and have not been announced as of the date of this Form 10-Q. Amounts expected to be incurred were $32.5 million and $10.4 million as of April 30, 2012 and October 31, 2011, respectively. The increase was due to the formulation of new plans by management. (Dollars in millions):


	Amounts Expected to be Incurred		Amounts expensed during the six month period ending April 30, 2012		Amounts Remaining to be Incurred
Rigid Industrial Packaging & Services
Employee separation costs	$	12.6	$	6.6	$	6.0
Asset impairments		2.1		2.1		—
Other restructuring costs		10.3		4.1		6.2

		25.0		12.8		12.2
Flexible Products & Services
Employee separation costs		2.2		1.6		0.6
Asset impairments		2.8		2.8		—
Other restructuring costs		2.5		1.8		0.7

		7.5		6.2		1.3

	$	32.5	$	19.0	$	13.5

NOTE 8 — VARIABLE INTEREST ENTITIES

The Company evaluates whether an entity is a variable interest entity (“VIE”) at the inception of an arrangement or whenever reconsideration events occur and performs reassessments of all VIE’s quarterly to determine if the primary beneficiary designation is appropriate. The Company consolidates VIE’s for which it is the primary beneficiary. If the Company is not the primary beneficiary and an ownership interest is held by the Company, the VIE is accounted for under the equity or cost methods of accounting. When assessing the determination of the primary beneficiary, the Company considers all relevant facts and circumstances, including: the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE. One of the companies acquired in 2011 is considered a VIE. However, because the Company is not the primary beneficiary, the Company will report its ownership interest in this acquired company using the equity method of accounting.

Significant Nonstrategic Timberland Transactions

In March 2005, Soterra LLC (a wholly owned subsidiary) entered into two real estate purchase and sale agreements with Plum Creek Timberlands, L.P. (“Plum Creek”) to sell approximately 56,000 acres of timberland and related assets located primarily in Florida for an aggregate sales price of approximately $90 million, subject to closing adjustments. In connection with the closing of one of these agreements, Soterra LLC sold approximately 35,000 acres of timberland and associated assets in Florida, Georgia and Alabama for $51.0 million. The purchase price was paid in the form of cash and a $50.9 million purchase note payable (the “Purchase Note”) by an indirect subsidiary of Plum Creek (the “Buyer SPE”). Soterra LLC contributed the Purchase Note to STA Timber LLC (“STA Timber”), one of the Company’s indirect wholly owned subsidiaries. The Purchase Note is secured by a Deed of Guarantee issued by Bank of America, N.A., London Branch, in an amount not to exceed $52.3 million (the “Deed of Guarantee”), as a guarantee of the due and punctual payment of principal and interest on the Purchase Note.

In May 2005, STA Timber issued in a private placement its 5.20% Senior Secured Notes due August 5, 2020 (the “Monetization Notes”) in the principal amount of $43.3 million. In connection with the sale of the Monetization Notes, STA Timber entered into note purchase agreements with the purchasers of the Monetization Notes (the “Note Purchase Agreements”) and related documentation. The Monetization Notes are secured by a pledge of the Purchase Note and the Deed of Guarantee. The Monetization Notes may be accelerated in the event of a default in payment or a breach of the other obligations set forth therein or in the Note Purchase Agreements or related documents, subject in certain cases to any applicable cure periods, or upon the occurrence of certain insolvency or bankruptcy related events. The Monetization Notes are subject to a mechanism that may cause them, subject to certain conditions, to be extended to November 5, 2020. The proceeds from the sale of the Monetization Notes were primarily used for the repayment of indebtedness. Greif, Inc. and its other subsidiaries have not extended any form of guaranty of the principal or interest on the Monetization Notes. Accordingly, Greif, Inc. and its other subsidiaries will not become directly or contingently liable for the payment of the Monetization Notes at any time.

The Buyer SPE is deemed to be a VIE since the Buyer SPE is not able to satisfy its liabilities without financial support from the Company. While the Buyer SPE is a separate and distinct legal entity from the Company, the Company is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. As a result, Buyer SPE has been consolidated into the operations of the Company.

As of April 30, 2012 and October 31, 2011, assets of the Buyer SPE consisted of $50.9 million of restricted bank financial instruments. For both of the six month periods ending April 30, 2012 and 2011, the Buyer SPE recorded interest income of $1.2 million.

As of April 30, 2012 and October 31, 2011, STA Timber had long-term debt of $43.3 million. For both of the six month periods ending April 30, 2012 and 2011, STA Timber recorded interest expense of $1.1 million. STA Timber is exposed to credit-related losses in the event of nonperformance by the issuer of the Deed of Guarantee.

Flexible Products Joint Venture

On September 29, 2010, Greif, Inc. and its indirect subsidiary Greif International Holding Supra C.V. (“Greif Supra”) formed a joint venture (referred to herein as the “Flexible Products JV”) with Dabbagh Group Holding Company Limited and its subsidiary National Scientific Company Limited (“NSC”). The Flexible Products JV owns the operations in the Flexible Products & Services segment, with the exception of the North American multi-wall bag business. The Flexible Products JV has been consolidated into the operations of the Company as of its formation date of September 29, 2010.

The Flexible Products JV is deemed to be a VIE since the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support from the Company. The Company is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The economic and business purpose underlying the Flexible Products JV is to establish a global industrial flexible products enterprise through a series of targeted acquisitions and major investments in plant, machinery and equipment. All entities contributed to the Flexible Products JV were existing businesses acquired by a subsidiary of Greif, Inc. and were reorganized under Greif Flexibles Asset Holding B.V. and Greif Flexibles Trading Holding B.V. (“Asset Co.” and “Trading Co.”), respectively. The Company has 51 percent ownership in Trading Co. and 49 percent ownership in Asset Co. However, Greif Supra and NSC have equal economic interests in the Flexible Products JV, notwithstanding the actual ownership interests in the various legal entities.

All investments, loans and capital contributions are to be shared equally by Greif, Inc. and NSC and each partner has committed to contribute capital of up to $150 million and obtain third party financing for up to $150 million as required.

The following table presents the Flexible Products JV total net assets (Dollars in millions):


October 31, 2011	Asset Co.		Trading Co.		Flexible Products JV
Total assets	$	192.9	$	171.3	$	364.2
Total liabilities		78.9		57.2		136.1

Net assets	$	114.0	$	114.1	$	228.1


April 30, 2012	Asset Co.		Trading Co.		Flexible Products JV
Total assets	$	184.2	$	150.3	$	334.5
Total liabilities		77.5		50.4		127.9

Net assets	$	106.7	$	99.9	$	206.6

As of April 30, 2012, Asset Co. had outstanding advances to NSC for $13.2 million which are being used to fund certain costs incurred in Saudi Arabia in respect of the fabric hub being constructed and equipped there. These advances are recorded within the current portion related party notes and advances receivable on the Company’s consolidated balance sheet since they are expected to be repaid within the next twelve months. As of April 30, 2012, Asset Co. and Trading Co. held short term loans payable to NSC for $7.5 million recorded within short-term borrowings on the Company’s consolidated balance sheet. These loans are interest bearing and are used to fund certain operational requirements. Subsequent to April 30, 2012, the outstanding advances were repaid in full.

Net loss attributable to the noncontrolling interest in the Flexible Products JV for the three months ending April 30, 2012 and 2011 was $2.4 million and $0.2 million, respectively. Net loss attributable to the noncontrolling interest in the Flexible Products JV for the six months ending April 30, 2012 and 2011 was $3.8 million and $1.9 million, respectively.

Non-United States Accounts Receivable VIE

As further described in Note 3, Cooperage Receivables Finance B.V. is a party to the European RPA. Cooperage Receivables Finance B.V. is deemed to be a VIE since this entity is not able to satisfy its liabilities without the financial support from the Company. While this entity is a separate and distinct legal entity from the Company and no ownership interest in this entity is held by the Company, the Company is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE. As a result, Cooperage Receivables Finance B.V. has been consolidated into the operations of the Company.

NOTE 9 — LONG-TERM DEBT

Long-term debt is summarized as follows (Dollars in millions):


	April 30, 2012			October 31, 2011
Credit Agreement	$	342.4		$	355.4
Senior Notes due 2017		302.6			302.9
Senior Notes due 2019		243.3			242.9
Senior Notes due 2021		264.8			280.2
Trade accounts receivable credit facility		128.0			130.0
Other long-term debt		23.7			46.2

		1,304.8			1,357.6
Less current portion		(18.8	)		(12.5	)

Long-term debt	$	1,286.0		$	1,345.1

Credit Agreement

On October 29, 2010, the Company entered into a $1.0 billion senior secured credit facility pursuant to an Amended and Restated Credit Agreement with a syndicate of financial institutions (the “Credit Agreement”). The Credit Agreement provides for a $750 million revolving multicurrency credit facility and a $250 million term loan, both expiring October 29, 2015, with an option to add $250 million to the facilities with the agreement of the lenders. The $250 million term loan is scheduled to amortize by $3.1 million each quarter-end for the first eight quarters, $6.3 million each quarter-end for the next eleven quarters and the remaining balance due on the maturity date.

The Credit Agreement is available to fund ongoing working capital and capital expenditure needs, for general corporate purposes and to finance acquisitions. Interest is based on a Eurodollar rate or a base rate that resets periodically plus a calculated margin amount. As of April 30, 2012, $342.4 million was outstanding under the Credit Agreement. The current portion of the Credit Agreement was $18.8 million and the long-term portion was $323.6 million. The weighted average interest rate on the Credit Agreement was 2.20% for the six months ended April 30, 2012 and 2.14% as of April 30, 2011.

The Credit Agreement contains financial covenants that require the Company to maintain a certain leverage ratio and a fixed charge coverage ratio. As of April 30, 2012, the Company was in compliance with these covenants.

Senior Notes due 2017

On February 9, 2007, the Company issued $300.0 million of 6.75% Senior Notes due February 1, 2017. Interest on these Senior Notes is payable semi-annually. Proceeds from the issuance of these Senior Notes were principally used to fund the purchase of previously outstanding 8.875% Senior Subordinated Notes in a tender offer and for general corporate purposes.

The fair value of the Senior Notes due 2017 was $326.6 million as of April 30, 2012 based upon quoted market prices. The indenture pursuant to which these Senior Notes were issued contains certain covenants. As of April 30, 2012, the Company was in compliance with these covenants.

Senior Notes due 2019

On July 28, 2009, the Company issued $250.0 million of 7.75% Senior Notes due August 1, 2019. Interest on these Senior Notes is payable semi-annually. Proceeds from the issuance of these Senior Notes were principally used for general corporate purposes, including the repayment of amounts outstanding under the Company’s revolving multicurrency credit facility, without any permanent reduction of the commitments.

The fair value of the Senior Notes due 2019 was $282.5 million as of April 30, 2012, based upon quoted market prices. The indenture pursuant to which these Senior Notes were issued contains certain covenants. As of April 30, 2012, the Company was in compliance with these covenants.

Senior Notes due 2021

On July 15, 2011, Greif, Inc.’s wholly-owned Luxembourg subsidiary, Greif Luxembourg Finance S.C.A., issued €200.0 million of 7.375% Senior Notes due July 15, 2021. These Senior Notes are fully and unconditionally guaranteed on a senior basis by Greif, Inc. Interest on these Senior Notes is payable semi-annually. A portion of the proceeds from the issuance of these Senior Notes was used to repay non-U.S. borrowings under the Company’s revolving multicurrency credit facility, without any permanent reduction of the commitments, and the remaining proceeds are available for general corporate purposes, including the financing of acquisitions.

The fair value of the Senior Notes due 2021 was $277.7 million as of April 30, 2012, based upon quoted market prices. The indenture pursuant to which these Senior Notes were issued contains certain covenants. As of April 30, 2012, the Company was in compliance with these covenants.

United States Trade Accounts Receivable Credit Facility

On December 8, 2008, the Company entered into a trade accounts receivable credit facility with a financial institution. This facility was amended on September 19, 2011, which decreased the amount available to the borrowers from $135.0 million to $130.0 million and extended the termination date of the commitment to September 19, 2014. The credit facility is secured by certain of the Company’s trade accounts receivable in the United States and bears interest at a variable rate based on the London Interbank Offered Rate (“LIBOR”) plus a margin or other agreed-upon rate (1.00% as of April 30, 2012). In addition, the Company can terminate the credit facility at any time upon five days prior written notice. A significant portion of the initial proceeds from this credit facility was used to pay the obligations under the previous trade accounts receivable credit facility, which was terminated. The remaining proceeds were and will be used to pay certain fees, costs and expenses incurred in connection with the credit facility and for working capital and general corporate purposes. As of April 30, 2012, there was $128.0 million outstanding under the credit facility. The agreement for this credit facility contains financial covenants that require the Company to maintain a certain leverage ratio and a fixed charge coverage ratio. As of April 30, 2012, the Company was in compliance with these covenants.

Greif Receivables Funding LLC (“GRF”), an indirect subsidiary of the Company, has participated in the purchase and transfer of receivables in connection with these credit facilities and is included in the Company’s consolidated financial statements. However, because GRF is a separate and distinct legal entity from the Company and its other subsidiaries, the assets of GRF are not available to satisfy the liabilities and obligations of Greif, Inc. and its other subsidiaries, and the liabilities of GRF are not the liabilities or obligations of Greif, Inc. and its other subsidiaries. This entity purchases and services the Company’s trade accounts receivable that are subject to this credit facility.

Other

In addition to the amounts borrowed under the Credit Agreement and proceeds from the Senior Notes and the United States Trade Accounts Receivable Credit Facility, as of April 30, 2012, the Company had outstanding other debt of $128.9 million, comprised of $23.7 million in long-term debt and $105.2 million in short-term borrowings, compared to other debt outstanding of $183.5 million, comprised of $46.2 million in long-term debt and $137.3 million in short-term borrowings, as of October 31, 2011.

As of April 30, 2012, the current portion of the Company’s long-term debt was $18.8 million. Annual maturities, including the current portion, of long-term debt under the Company’s various financing arrangements were $6.3 million in 2012, $48.7 million in 2013, $25.0 million in 2014, $414.1 million in 2015, $302.6 million in 2017 and $508.1 million thereafter.

As of April 30, 2012 and October 31, 2011, the Company had deferred financing fees and debt issuance costs of $20.0 million and $18.9 million, respectively, which are included in other long-term assets.

NOTE 10 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments

The Company uses derivatives from time to time to partially mitigate the effect of exposure to interest rate movements, exposure to currency fluctuations and energy cost fluctuations. Under ASC 815, “Derivatives and Hedging”, all derivatives are to be recognized as assets or liabilities on the balance sheet and measured at fair value. Changes in the fair value of derivatives are recognized in either net income or in other comprehensive income, depending on the designated purpose of the derivative.

While the Company may be exposed to credit losses in the event of nonperformance by the counterparties to its derivative financial instrument contracts, its counterparties are established banks and financial institutions with high credit ratings. The Company has no reason to believe that such counterparties will not be able to fully satisfy their obligations under these contracts.

During the next six months, the Company expects to reclassify into earnings a net loss from accumulated other comprehensive income of approximately $0.7 million after tax at the time the underlying hedge transactions are realized.

ASC 820, “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements for financial and non-financial assets and liabilities. Additionally, this guidance established a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

The three levels of inputs used to measure fair values are as follows:

•

Level 1 – Observable inputs such as unadjusted quoted prices in active markets for identical assets and liabilities.

•

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities.

•

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

Recurring Fair Value Measurements

The following table presents the fair value adjustments for those assets and (liabilities) measured on a recurring basis as of April 30, 2012 (Dollars in millions):


	Fair Value Measurement										Balance sheet
	Level 1		Level 2			Level 3		Total			Location
Interest rate derivatives	$	—	$	(1.1	)	$	—	$	(1.1	)	Other long-term liabilities
Foreign exchange hedges		—		0.3			—		0.3		Other current assets
Foreign exchange hedges		—		(0.4	)		—		(0.4	)	Other current liabilities
Energy hedges		—		(0.7	)		—		(0.7	)	Other current liabilities

Total*	$	—	$	(1.9	)	$	—	$	(1.9	)

*	The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings as of April 30, 2012 approximate their fair values because of the short-term nature of these items and are not included in this table.

Interest Rate Derivatives

The Company has interest rate swap agreements with various maturities through 2014. These interest rate swap agreements are used to manage the Company’s fixed and floating rate debt mix, specifically the Credit Agreement. The assumptions used in measuring fair value of these interest rate derivatives are considered level 2 inputs, which were based on interest received monthly from the counterparties based upon the LIBOR and interest paid based upon a designated fixed rate over the life of the swap agreements. These derivative instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on these derivative instruments is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument is recognized in earnings immediately.

The Company had three interest rate derivatives as of October 31, 2011 which expired in the first quarter of 2012. The Company now has two interest rate derivatives, both of which were entered into during the first quarter of 2012 (floating to fixed swap agreements designated as cash flow hedges) with a total notional amount of $150 million. Under these swap agreements, the Company receives interest based upon a variable interest rate from the counterparties (weighted average of 0.24% as of April 30, 2012 and 0.27% as of October 31, 2011) and pays interest based upon a fixed interest rate (weighted average of 0.75% as of April 30, 2012 and 1.92% as of October 31, 2011). Realized losses under these contracts (both those that existed as of October 31, 2011 and those entered into in the first quarter 2012) were $0.2 million and $0.5 million for the three months ending April 30, 2012 and 2011, respectively; and were $0.6 million and $1.0 million for the six months ending April 30, 2012 and 2011, respectively. These losses were recorded within the consolidated statement of operations as interest expense, net. The fair value of these contracts resulted in losses of $1.1 million and $0.3 million recorded in accumulated other comprehensive income as of April 30, 2012 and October 31, 2011, respectively.

Foreign Exchange Hedges

The Company conducts business in major international currencies and is subject to risks associated with changing foreign exchange rates. The Company’s objective is to reduce volatility associated with foreign exchange rate changes to allow management to focus its attention on business operations. Accordingly, the Company enters into various contracts that change in value as foreign exchange rates change to protect the value of certain existing foreign currency assets and liabilities, commitments and anticipated foreign currency revenues and expenses.

As of April 30, 2012, the Company had outstanding foreign currency forward contracts in the notional amount of $231.7 million ($160.6 million as of October 31, 2011). These derivative instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument is recognized in earnings immediately. The assumptions used in measuring fair value of foreign exchange hedges are considered level 2 inputs, which were based on observable market pricing for similar instruments, principally foreign exchange futures contracts. A realized loss under these contracts was $0.1 million and a realized gain was $1.5 million for the three months ending April 30, 2012 and 2011, respectively; and a realized loss was $1.4 million and a realized gain was $0.1 million for the six months ending April 30, 2012 and 2011, respectively. These gains and losses were recorded within the consolidated statement of operations as other expense, net. The fair value of these contracts resulted in gains of $0.1 million and $0.7 million recorded in other comprehensive income as of April 30, 2012 and October 31, 2011, respectively.

Energy Hedges

The Company is exposed to changes in the price of certain commodities. The Company’s objective is to reduce volatility associated with forecasted purchases of these commodities to allow management of the Company to focus its attention on business operations. Accordingly, the Company enters into derivative contracts to manage the price risk associated with certain of these forecasted purchases.

The Company has entered into certain cash flow agreements to mitigate its exposure to cost fluctuations in natural gas prices through October 31, 2012. Under these hedge agreements, the Company agrees to purchase natural gas at a fixed price. As of April 30, 2012, the notional amount of these hedges was $1.0 million ($2.7 million as of October 31, 2011). These derivative instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument is recognized in earnings immediately. The assumptions used in measuring fair value of energy hedges are considered level 2 inputs, which were based on observable market pricing for similar instruments, principally commodity futures contracts. Realized losses under these contracts were $0.4 million and $0.1 million for the three months ending April 30, 2012 and 2011, respectively; and were $0.6 million and $0.3 million for the six months ending April 30, 2012 and 2011, respectively. These losses were recorded within the consolidated statement of operations as other expense, net. The fair value of these contracts resulted in losses of $0.7 million and $0.1 million recorded in other comprehensive income as of April 30, 2012 and October 31, 2011, respectively.

Other financial instruments

The estimated fair value of the Company’s long-term debt was $886.8 million and $866.8 million compared to the carrying amounts of $810.6 million and $825.9 million as of April 30, 2012, and October 31, 2011, respectively. The current portion of the long-term debt was $18.8 million as of April 30, 2012 and $12.5 million as of October 31, 2011. The fair values of the Company’s Credit Agreement and the United States Trade Accounts Receivable Credit Facility does not materially differ from carrying value as the Company’s cost of borrowing is variable and approximates current borrowing rates. The fair values of the Company’s long-term obligations are estimated based on either the quoted market prices for the same or similar issues or the current interest rates offered for the debt of the same remaining maturities.

Non Recurring Fair Value Measurements

Long-Lived Assets

As part of the Company’s restructuring plans following recent acquisitions, the Company may close manufacturing facilities during the next few years. The assumptions used in measuring fair value of long-lived assets are considered level 2 inputs which were valued based on bids received from third parties and using discounted cash flow analysis based on assumptions that the Company believes market participants would use. The Company recorded restructuring-related expenses for the six month period ending April 30, 2012 of $4.9 million on long lived assets with net book values of $17.6 million.

Net Assets Held for Sale

The assumptions used in measuring fair value of net assets held for sale are considered level 2 inputs which include recent purchase offers, market comparables and/or data obtained from commercial real estate brokers. During 2011, the Company recognized an impairment of $1.3 million related to net assets held for sale in the Rigid Industrial Packaging & Services segment. As of April 30, 2012, the Company had not recognized any additional impairment related to net assets held for sale.

Goodwill and Long Lived Intangible Assets

On an annual basis or whenever events or circumstances indicate impairment may have occurred, the Company performs impairment tests for goodwill and intangibles as defined under ASC 350, “Intangibles-Goodwill and Other.” In the third quarter of 2011, the Company recognized an impairment charge of $3.0 million related to the discontinued usage of certain trade names in the Flexible Products & Services segment. The Company concluded that no further impairment existed as of April 30, 2012.

Pension Plan Assets

On an annual basis the Company compares the asset holdings of the pension plan to targets established by the Company. The pension plan assets are categorized as either equity securities, debt securities, or other assets, which are all considered level 1 and level 2 fair value measurements. The typical asset holdings include:

•

Mutual funds: Valued at the Net Asset Value “NAV” available daily in an observable market.

•

Common collective trusts: Unit value calculated based on the observable NAV of the underlying investment.

•

Pooled separate accounts: Unit value calculated based on the observable NAV of the underlying investment.

•

The common collective trusts invest in an array of fixed income, debt and equity securities with various growth and preservation strategies: The trusts invest in long term bonds and large and small capital stock.

•

Government and corporate debt securities: Valued based on readily available inputs such as yield or price of bonds of comparable quality, coupon, maturity and type.

NOTE 11 — STOCK-BASED COMPENSATION

Stock-based compensation is accounted for in accordance with ASC 718, “Compensation – Stock Compensation”, which requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the Company’s consolidated statements of operations over the requisite service periods. The Company uses the straight-line single option method of expensing stock options to recognize compensation expense in its consolidated statements of operations for all share-based awards. Because share-based compensation expense is based on awards that are ultimately expected to vest, share-based compensation expense will be reduced to account for estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. No stock options were granted in 2012 or 2011. For any options granted in the future, compensation expense will be based on the grant date fair value estimated in accordance with the provisions of ASC 718.

NOTE 12 — INCOME TAXES

The effective tax rate was 28.0% and 22.6% for the three months ended April 30, 2012 and 2011, respectively; and 28.5% and 23.5% for the six months ended April 30, 2012 and 2011, respectively. The change in the effective tax rate was primarily attributable to a shift in global earnings mix to tax jurisdictions with higher tax rates, along with the release of a valuation allowance on deferred tax assets in 2011 and other discrete tax items recognized in these periods.

The Company has estimated the reasonably possible expected net change in unrecognized tax benefits through April 30, 2012 based on expected settlements or payments of uncertain tax positions, and lapses of the applicable statutes of limitations of unrecognized tax benefits under ASC 740, “Income Taxes.” The estimated net decrease in unrecognized tax benefits for the next 12 months ranges from $0 to $48.5 million. Actual results may differ materially from this estimate.

NOTE 13 — RETIREMENT PLANS AND POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS

The components of net periodic pension cost include the following (Dollars in millions):


	Three months ended						Six months ended
	April 30,						April 30,
	2012			2011			2012			2011
Service cost	$	3.4		$	3.1		$	6.8		$	6.2
Interest cost		7.4			7.4			14.8			14.8
Expected return on plan assets		(8.5	)		(9.1	)		(17.0	)		(18.2	)
Amortization of prior service cost, initial net asset and net actuarial gain		3.2			2.5			6.4			5.0

Net periodic pension costs	$	5.5		$	3.9		$	11.0		$	7.8

The Company made $9.5 million in pension contributions in the six months ended April 30, 2012. The Company estimates $26.0 million of pension contributions for the entire 2012 fiscal year.

The components of net periodic cost for postretirement benefits include the following (Dollars in millions):


	Three months ended						Six months ended
	April 30,						April 30,
	2012			2011			2012			2011
Service cost	$	—		$	—		$	—		$	—
Interest cost		0.3			0.3			0.6			0.6
Amortization of prior service cost and recognized actuarial gain		(0.4	)		(0.4	)		(0.8	)		(0.8	)

Net periodic cost for postretirement benefits	$	(0.1	)	$	(0.1	)	$	(0.2	)	$	(0.2	)

NOTE 14 — CONTINGENT LIABILITIES

Litigation-related Liabilities

The Company may become involved from time-to-time in litigation and regulatory matters incidental to its business, including governmental investigations, enforcement actions, personal injury claims, product liability, employment claims, health and safety matters, commercial disputes, intellectual property matters, disputes regarding environmental clean-up costs, litigation in connection with acquisitions and divestitures and other matters arising out of the normal conduct of its business. The Company intends to vigorously defend itself in such litigation. The Company does not believe that the outcome of any pending litigation will have a material adverse effect on its consolidated financial statements.

The Company may accrue for contingencies related to litigation and regulatory matters if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. The Company regularly reviews contingencies to determine whether its accruals are adequate. The amount of ultimate loss may differ from these estimates.

Environmental Reserves

As of April 30, 2012 and October 31, 2011, environmental reserves of $27.4 million and $29.3 million, respectively, were included in other long-term liabilities and were recorded on an undiscounted basis. These reserves are principally based on environmental studies and cost estimates provided by third parties, but also take into account management estimates. The estimated liabilities are reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of relevant costs. For sites that involve formal actions subject to joint and several liabilities, these actions have formal agreements in place to apportion the liability. As of April 30, 2012 and October 31, 2011, environmental reserves of the Company included $13.9 million and $14.0 million, respectively, for its blending facility in Chicago, Illinois, $8.0 million and $9.5 million, respectively, for various European drum facilities acquired from Blagden and Van Leer, $3.9 million and $4.2 million, respectively, for its various container life cycle management and recycling facilities acquired in 2011 and 2010, and $1.6 million and $1.6 million for various other facilities around the world.

As of April 30, 2012 Greif estimated that payments for environmental remediation will be $6.6 million in 2012, $3.4 million in 2013, $1.5 million in 2014, $2.6 million in 2015, $1.7 million in 2016 and $11.6 million thereafter. The Company’s exposure to adverse developments with respect to any individual site is not expected to be material. Although environmental remediation could have a material effect on results of operations if a series of adverse developments occur in a particular quarter or year, the Company believes that the chance of a series of adverse developments occurring in the same quarter or year is remote. Future information and developments will require the Company to continually reassess the expected impact of these environmental matters.

NOTE 15 —EARNINGS PER SHARE

The Company has two classes of common stock and, as such, applies the “two-class method” of computing earnings per share (“EPS”) as prescribed in ASC 260, “Earnings Per Share”. In accordance with this guidance, earnings are allocated first to Class A and Class B Common Stock to the extent that dividends are actually paid and the remainder allocated assuming all of the earnings for the period have been distributed in the form of dividends.

The Company calculates Class A EPS as follows: (i) multiply 40 percent times the average Class A shares outstanding, then divide that amount by the product of 40 percent of the average Class A shares outstanding plus 60 percent of the average Class B shares outstanding to get a percentage, (ii) divide undistributed net income attributable to Greif, Inc. by the average Class A shares outstanding, then (iii) multiply item (i) by item (ii), and finally (iv) add item (iii) to the Class A cash dividend per share. Diluted shares are factored into the Class A calculation.

The Company calculates Class B EPS as follows: (i) multiply 60 percent times the average Class B shares outstanding, then divide that amount by the product of 40 percent of the average Class A shares outstanding plus 60 percent of the average Class B shares outstanding to get a percentage, (ii) divide undistributed net income attributable to Greif, Inc. by the average Class B shares outstanding, then (iii) multiply item (i) by item (ii), and finally (iv) add item (iii) to the Class B cash dividend per share. Class B diluted EPS is identical to Class B basic EPS.

The following table provides EPS information for each period, respectively:


	Three months ended				Six months ended
	April 30,				April 30,
(In millions, except per share data)	2012		2011		2012		2011
Numerator for basic and diluted EPS
Net income attributable to Greif, Inc.	$	36.8	$	50.9	$	60.7	$	92.3
Cash dividends		24.5		24.5		48.8		48.8

Undistributed net income attributable to Greif, Inc.	$	12.3	$	26.4	$	11.9	$	43.5
Denominator for basic EPS
Class A common stock		25.1		24.8		25.1		24.8
Class B common stock		22.1		22.4		22.1		22.4
Denominator for diluted EPS
Class A common stock		25.3		25.1		25.2		25.1
Class B common stock		22.1		22.4		22.1		22.4
EPS Basic
Class A common stock	$	0.63	$	0.87	$	1.05	$	1.58
Class B common stock	$	0.95	$	1.31	$	1.56	$	2.37
EPS Diluted
Class A common stock	$	0.63	$	0.87	$	1.04	$	1.58
Class B common stock	$	0.95	$	1.31	$	1.56	$	2.37
Dividends per share
Class A common stock	$	0.42	$	0.42	$	0.84	$	0.84
Class B common stock	$	0.63	$	0.63	$	1.25	$	1.25

Class A Common Stock is entitled to cumulative dividends of one cent a share per year after which Class B Common Stock is entitled to non-cumulative dividends up to a half-cent a share per year. Further distribution in any year must be made in proportion of one cent a share for Class A Common Stock to one and a half cents a share for Class B Common Stock. The Class A Common Stock has no voting rights unless four quarterly cumulative dividends upon the Class A Common Stock are in arrears. The Class B Common Stock has full voting rights. There is no cumulative voting for the election of directors.

Common stock repurchases

The Company’s Board of Directors has authorized the purchase of up to four million shares of Class A Common Stock or Class B Common Stock or any combination of the foregoing. During the three months ended April 30, 2012 and the six months ended April 30, 2012, the Company repurchased no shares of Class A Common Stock. During the three months and six months ended April 30, 2012, the Company repurchased 1,000 shares of Class B Common Stock. As of April 30, 2012, the Company had repurchased 3,184,272 shares, including 1,425,452 shares of Class A Common Stock and 1,758,820 shares of Class B Common Stock, under this program which were all purchased in prior years except for the 1,000 shares discussed above. The total cost of the shares repurchased from November 1, 2010 through April 30, 2012 was approximately $15.1 million.

The following table summarizes the Company’s Class A and Class B common and treasury shares as of the specified dates:


	Authorized Shares		Issued Shares		Outstanding Shares		Treasury Shares
October 31, 2011:
Class A Common Stock		128,000,000		42,281,920		24,972,029		17,309,891
Class B Common Stock		69,120,000		34,560,000		22,120,966		12,439,034
April 30, 2012:
Class A Common Stock		128,000,000		42,281,920		25,170,768		17,111,152
Class B Common Stock		69,120,000		34,560,000		22,119,966		12,440,034

The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:


	Three months ended				Six months ended
	April 30,				April 30,
	2012		2011		2012		2011
Class A Common Stock:
Basic shares		25,149,691		24,825,768		25,101,280		24,806,813
Assumed conversion of stock options		143,133		281,076		137,914		275,747

Diluted shares		25,292,824		25,106,844		25,239,194		25,082,560

Class B Common Stock:
Basic and diluted shares		22,120,666		22,385,922		22,120,816		22,399,094

No stock options were antidilutive for the six month periods ended April 30, 2012 and 2011, respectively.

NOTE 16 – EQUITY EARNINGS OF UNCONSOLIDATED AFFILIATES, NET OF TAX AND NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

Equity earnings of unconsolidated affiliates, net of tax

Equity earnings of unconsolidated affiliates, net of tax represent the Company’s share of earnings of affiliates in which the Company does not exercise control and has a 20 percent or more voting interest. Investments in such affiliates are accounted for using the equity method of accounting. If the fair value of an investment in an affiliate is below its carrying value and the difference is deemed to be other than temporary, the difference between the fair value and the carrying value is charged to earnings. The Company has an equity interest in seven affiliates. Equity earnings of unconsolidated affiliates, net of tax for the three months ending April 30, 2012 and 2011 were $2.0 million and $0.0 million, respectively. There were no dividends received from the Company’s equity method affiliates for the three months ending April 30, 2012 and 2011. Equity earnings of unconsolidated affiliates, net of tax for the six months ending April 30, 2012 and 2011 were $2.0 and $0.5 million, respectively. There were no dividends received from the Company’s equity method affiliates for the six months ending April 30, 2012 and 2011. The Company has made loans to an entity deemed a VIE and accounted for as an unconsolidated equity investment. These loans bear interest at various interest rates. The original principal balance of these loans was $22.2 million. As of April 30, 2012, these loans had an outstanding balance of $18.8 million.

Net (income) loss attributable to noncontrolling interests

Net (income) loss attributable to noncontrolling interests represent the portion of earnings or losses from the operations of the Company’s consolidated subsidiaries attributable to unrelated third party equity owners that were (deducted)/added from net income to arrive at net income attributable to the Company. Net (income) loss attributable to noncontrolling interests for the three months ending April 30, 2012 and 2011 was $0.6 million and $0.3 million, respectively. Net (income) loss attributable to noncontrolling interests for the six months ending April 30, 2012 and 2011 was ($0.1) million and $0.6 million, respectively.

NOTE 17 — COMPREHENSIVE INCOME AND SHAREHOLDERS EQUITY

Comprehensive income is comprised of net income and other charges and credits to equity that are not the result of transactions with the Company’s owners.

The components of comprehensive income are as follows (Dollars in millions):


	Three months ended						Six months ended
	April 30,						April 30,
	2012			2011			2012			2011
				As restated ⁽¹⁾						As restated ⁽¹⁾
Net income	$	36.2		$	50.6		$	60.8		$	91.7
Other comprehensive income:
Foreign currency translation adjustment		1.4			54.1			15.0			23.7
Changes in fair value of interest rate and other derivatives, net of tax		—			0.3			(0.2	)		0.8
Minimum pension liabilities adjustment, net of tax		(0.5	)		(1.0	)		3.8			(0.9	)

Comprehensive income	$	37.1		$	104.0		$	79.4		$	115.3

(1)

The consolidated balance sheet and the consolidated statement of changes in shareholders’ equity as of October 31, 2010 have been restated to correct prior period errors. However, the quarterly balance sheets as of January 31, 2011, April 30, 2011 and July 31, 2011 were not restated as part of the October 31, 2011 restatement since the corrections did not impact total assets, consolidated net income or cash flows of the Company, but have been restated within this filing for comparative purposes.

The components of accumulated other comprehensive income within the Company’s consolidated balance sheets were adjusted as follows (Dollars in millions):


	April 30, 2011			January 31, 2011			Change
Accumulated other comprehensive loss:
Foreigh currency translation, as reported	$	68.3		$	14.2		$	54.1
Restatment		(44.3	)		(44.3	)		—

Foreigh currency translation, as adjusted	$	24.0		$	(30.1	)	$	54.1


	April 30, 2011			October 31, 2010			Change
Accumulated other comprehensive loss:
Foreigh currency translation, as reported	$	68.3		$	44.6		$	23.7
Restatment		(44.3	)		(44.3	)		—

Foreigh currency translation, as adjusted	$	24.0		$	0.3		$	23.7

In the fourth quarter of 2011, the Company corrected an error which occurred in 2003 related to the balance sheet elimination of certain intercompany balances. The effect of the error impacted both foreign currency translation within other comprehensive income (loss), which had been overstated by $19.6 million, and accounts payable, which had been understated by $19.6 million. The Company has corrected the error for 2011 by restating the consolidated statements of changes in shareholders’ equity and the consolidated balance sheets. The correction of the error did not impact total assets, consolidated net income, or cash flows.

During the third quarter of 2011, the Company recorded an out-of-period correction of an error in both noncontrolling interest, which had been understated by $24.7 million, and foreign currency translation within the other comprehensive income (loss), which had been overstated by $24.7 million, as of October 31, 2010. Since the Company restated its consolidated financial statements for the intercompany error noted above, the consolidated balance sheet as of October 31, 2010 and the consolidated statements of changes in shareholders’ equity have also been restated to reflect this correction as of October 31, 2010. The correction of the error did not impact total assets, consolidated net income or cash flows.

The following is the income tax benefit (expense) for each other comprehensive income line items (Dollars in millions):


	Three months ended					Six months ended
	April 30,					April 30,
	2012		2011			2012			2011
Income tax benefit (expense):
Changes in fair value of interest rate and other derivatives		—		(0.1	)		0.1			(0.4	)
Minimum pension liabilities adjustment		0.2		0.3			(1.5	)		0.3

The components of Shareholders’ Equity from October 31, 2011 to April 30, 2012 (Dollars in millions, shares in thousands):


	Capital Stock				Treasury Stock						Retained Earnings			Noncontrolling interests			Accumulated Other Comprehensive Income (Loss)			Shareholders’ Equity
	Common Shares		Amount		Treasury Shares			Amount			Retained Earnings			Noncontrolling interests			Accumulated Other Comprehensive Income (Loss)			Shareholders’ Equity
As of October 31, 2011		47,093	$	113.8		29,749		$	(132.0	)	$	1,401.7		$	156.8		$	(148.1	)	$	1,392.2
Net income												60.7			0.1						60.8
Other comprehensive income (loss):
- foreign currency translation															(22.3	)		15.0			(7.3	)
- interest rate and other derivatives, net of income tax expense of $0.1																		(0.2	)		(0.2	)
- minimum pension liability adjustment, net of income tax expense of $1.5																		3.8			3.8

Comprehensive income																					57.1

Other noncontrolling interests															3.7						3.7
Dividends paid												(48.8	)								(48.8	)
Stock options exercised		45		0.6		(45	)		0.1												0.7
Restricted stock executives and directors		19		0.9		(19	)		—												0.9
Long-term incentive shares issued		134		5.8		(134	)		0.3												6.1

As of April 30, 2012		47,291	$	121.1		29,551		$	(131.6	)	$	1,413.6		$	138.3		$	(129.5	)	$	1,411.9

NOTE 18 — BUSINESS SEGMENT INFORMATION

The Company operates in four business segments: Rigid Industrial Packaging & Services, Flexible Products & Services, Paper Packaging and Land Management.

Operations in the Rigid Industrial Packaging & Services segment involve the production and sale of rigid industrial packaging products, such as steel, fiber and plastic drums, rigid intermediate bulk containers, closure systems for industrial packaging products, water bottles and remanufactured and reconditioned industrial containers, and services such as container life cycle management, recycling of industrial containers, blending, filling, logistics, warehousing and other packaging services. The Company’s rigid industrial packaging products are sold to customers in industries such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical and mineral, among others.

Operations in the Flexible Products & Services segment involve the production and sale of flexible intermediate bulk containers and related services on a global basis and industrial and consumer multiwall bag products in the North America market. The Company’s flexible intermediate bulk containers consist of a polypropylene-based woven fabric that is partly produced at the Company’s fully integrated production sites, as well as sourced from strategic regional suppliers. The Company’s flexible products are sold to customers and in market segments similar to those of the Company’s Rigid Industrial Packaging & Services segment. Additionally, our flexible products significantly expand our presence in the agricultural and food industries, among others. The Company’s industrial and consumer multiwall bag products are used to ship a wide range of industrial and consumer products, such as seed, fertilizers, chemicals, concrete, flour, sugar, feed, pet foods, popcorn, charcoal and salt, primarily for the agricultural, chemical, building products and food industries.

Operations in the Paper Packaging segment involve the production and sale of containerboard, corrugated sheets and other corrugated products to customers in North America. The Company’s corrugated container products are used to ship such diverse products as home appliances, small machinery, grocery products, building products, automotive components, books and furniture, as well as numerous other applications.

Operations in the Land Management segment involve the management and sale of timber and special use properties from approximately 268,800 acres of timber properties in the southeastern United States, which are actively managed, and 12,421 acres of timber properties in Canada, which are not actively managed. The Company’s Land Management team is focused on the active harvesting and regeneration of the Company’s United States timber properties to achieve sustainable long-term yields. While timber sales are subject to fluctuations, the Company seeks to maintain a consistent cutting schedule, within the limits of market and weather conditions. The Company also sells, from time to time, timberland and special use properties, which consist of surplus properties, higher and better use properties and development properties.

The Company’s reportable segments are strategic business units that offer different products and services. The accounting policies of the reportable segments are substantially the same as those described in the “Basis of Presentation and Summary of Significant Accounting Policies” note in the 2011 Form 10-K.

The following segment information is presented for the periods indicated (Dollars in millions):


	Three months ended						Six months ended
	April 30,						April 30,
	2012			2011			2012		2011
Net sales
Rigid Industrial Packaging & Services	$	802.9		$	743.9		$	1,506.2	$	1,397.8
Flexible Products & Services		113.9			134.8			228.7		262.8
Paper Packaging		170.6			166.5			338.7		323.3
Land Management		7.9			5.5			14.4		10.6

Total net sales	$	1,095.3		$	1,050.7		$	2,088.0	$	1,994.5

Operating profit (loss):
Rigid Industrial Packaging & Services	$	54.8		$	66.1		$	87.6	$	112.2
Flexible Products & Services		(1.9	)		2.0			0.4		3.5
Paper Packaging		14.3			20.9			34.5		39.0
Land Management		7.1			2.3			10.1		5.3

Total operating profit	$	74.3		$	91.3		$	132.6	$	160.0

Restructuring charges:
Rigid Industrial Packaging & Services		5.5			2.3			12.8		4.6
Flexible Products & Services		4.6			3.2			6.2		3.2
Paper Packaging		—			(0.5	)		—		0.2

Total restructuring charges		10.1			5.0			19.0		8.0

Acquisition-related costs:
Rigid Industrial Packaging & Services		0.8			2.7			2.5		4.2
Flexible Products & Services		0.4			5.3			0.9		12.3

Total acquisition-related costs		1.2			8.0			3.4		16.5

Operating profit before special items:
Rigid Industrial Packaging & Services		61.1			71.1			102.9		121.0
Flexible Products & Services		3.1			10.5			7.5		19.0
Paper Packaging		14.3			20.4			34.5		39.2
Land Management		7.1			2.3			10.1		5.3

Total operating profit before special items*		85.6			104.3			155.0		184.5

Depreciation, depletion and amortization expense:
Rigid Industrial Packaging & Services	$	27.3		$	21.8		$	53.2	$	42.2
Flexible Products & Services		3.8			4.1			7.7		8.3
Paper Packaging		7.8			7.9			15.7		15.6
Land Management		0.8			0.8			1.8		1.6

Total depreciation, depletion and amortization expense	$	39.7		$	34.6		$	78.4	$	67.7

*	Total operating profit before special items represents operating profit before the impact of restructuring charges and acquisition-related costs.

The following table presents net sales to external customers by geographic area (Dollars in millions):


	Three months ended April 30,				Six months ended April 30,
	2012		2011		2012		2011
Net sales:
North America	$	503.8	$	483.9	$	957.2	$	923.7
Europe, Middle East and Africa		423.9		406.5		802.2		751.7
Asia Pacific and Latin America		167.6		160.3		328.6		319.1

Total net sales	$	1,095.3	$	1,050.7	$	2,088.0	$	1,994.5

The following table presents total assets by segment and geographic area (Dollars in millions):


	April 30, 2012		October 31, 2011
Assets:
Rigid Industrial Packaging & Services	$	2,595.1	$	2,738.2
Flexible Products & Services		365.9		383.5
Paper Packaging		418.8		420.4
Land Management		278.5		280.1

Total segments		3,658.3		3,822.2

Corporate and other		371.9		385.1

Total assets	$	4,030.2	$	4,207.3

Assets:
North America	$	1,774.1	$	1,779.5
Europe, Middle East and Africa		1,632.0		1,750.3
Asia Pacific and Latin America		624.1		677.5

Total assets	$	4,030.2	$	4,207.3

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The terms “Greif,” “our company,” “we,” “us” and “our” as used in this discussion refer to Greif, Inc. and its subsidiaries. Our fiscal year begins on November 1 and ends on October 31 of the following year. Any references in this Form 10-Q to the years 2012 or 2011, or to any quarter of those years, relates to the fiscal year or quarter, as the case may be, ending in that year.

The discussion and analysis presented below relates to the material changes in financial condition and results of operations for our consolidated balance sheets as of April 30, 2012 and October 31, 2011, and for the consolidated statements of operations for the six months ended April 30, 2012 and 2011. This discussion and analysis should be read in conjunction with the consolidated financial statements that appear elsewhere in this Form 10-Q and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ending October 31, 2011 (the “2011 Form 10-K”). Readers are encouraged to review the entire 2011 Form 10-K, as it includes information regarding Greif not discussed in this Form 10-Q. This information will assist in your understanding of the discussion of our current period financial results.

All statements, other than statements of historical facts, included in this Form 10-Q, including without limitation, statements regarding our future financial position, business strategy, budgets, projected costs, goals and plans and objectives of management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “believe,” “continue,” “on track” or “target” or the negative thereof or variations thereon or similar terminology. All forward-looking statements made in this Form 10-Q are based on information currently available to management. Although we believe that the expectations reflected in forward-looking statements have a reasonable basis, we can give no assurance that these expectations will prove to be correct. Forward-looking statements are subject to risks and uncertainties that could cause actual events or results to differ materially from those expressed in or implied by the statements. Such risks and uncertainties that might cause a difference include, but are not limited to, the following: (i) the current and future challenging global economy may adversely affect our business, (ii) historically, our business has been sensitive to changes in general economic or business conditions, (iii) our operations are subject to currency exchange and political risks that could adversely affect our results of operations (iv) the continuing consolidation of our customer base and suppliers may intensify pricing pressure, (v) we operate in highly competitive industries, (vi) our business is sensitive to changes in industry demands, (vii) raw material and energy price fluctuations and shortages may adversely impact our manufacturing operations and costs, (viii) we may encounter difficulties arising from acquisitions, (ix) we may incur additional restructuring costs and there is no guarantee that our efforts to reduce costs will be successful, (x) tax legislation initiatives or challenges to our tax positions may adversely impact our financial results or condition, (xi) several operations are conducted by joint ventures that we cannot operate solely for our benefit, (xii) our ability to attract, develop and retain talented employees, managers and executives is critical to our success, (xiii) our business may be adversely impacted by work stoppages and other labor relations matters, (xiv) we may be subject to losses that might not be covered in whole or in part by existing insurance reserves or insurance coverage, (xv) our business depends on the uninterrupted operations of our facilities, systems and business functions, including our information technology and other business systems, (xvi) legislation/regulation related to climate change and environmental and health and safety matters and product liability claims could negatively impact our operations and financial performance, (xvii) changing climate conditions may adversely affect our operations and financial performance, (xviii) we may incur fines or penalties, damage to reputation or other adverse consequences if our employees, agents or business partners violate, or are alleged to have violated, anti-bribery, competition or other laws, and (xix) the frequency and volume of our timber and timberland sales will impact our financial performance. The risks described above are not all inclusive, and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. For a more detailed discussion of the most significant risks and uncertainties that could cause our actual results to differ materially from those projected, see “Risk Factors” in Part I, Item 1A of our Form 10-K for the year ended October 31, 2011 and our other filings with the Securities and Exchange Commission. All forward-looking statements made in this Form 10-Q are expressly qualified in their entirety by reference to such risk factors. Except to the limited extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

OVERVIEW

Business Segments

We operate in four business segments: Rigid Industrial Packaging & Services; Flexible Products & Services; Paper Packaging; and Land Management.

We are a leading global provider of rigid industrial packaging products, such as steel, fibre and plastic drums, rigid intermediate bulk containers, closure systems for industrial packaging products, water bottles and remanufactured and reconditioned industrial containers, and services, such as container life cycle management, recycling of industrial containers, blending, filling, logistics, warehousing and other packaging services. We sell our industrial packaging products and services to customers in industries such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical and mineral, among others.

We are a leading global provider of flexible intermediate bulk containers and related services and a North American provider of industrial and consumer multiwall bag products. Our flexible intermediate bulk containers consist of a polypropylene-based woven fabric that is partly produced at our fully integrated production sites, as well as sourced from strategic regional suppliers. Our flexible products are sold globally and service similar customers and market segments as our Rigid Industrial Packaging & Services segment. Additionally, our flexible products significantly expand our presence in the agricultural and food industries, among others. Our industrial and consumer multiwall bag products are used to ship a wide range of industrial and consumer products, such as seed, fertilizers, chemicals, concrete, flour, sugar, feed, pet foods, popcorn, charcoal and salt, primarily for the agricultural, chemical, building products and food industries.

We sell containerboard, corrugated sheets and other corrugated products to customers in North America in industries such as packaging, automotive, food and building products. Our corrugated container products are used to ship such diverse products as home appliances, small machinery, grocery products, building products, automotive components, books and furniture, as well as numerous other applications.

As of April 30, 2012, we owned approximately 268,800 acres of timber properties in the southeastern United States, which are actively managed, and approximately 12,421 acres of timber properties in Canada, which are not actively managed. Our Land Management team is focused on the active harvesting and regeneration of our United States timber properties to achieve sustainable long-term yields. While timber sales are subject to fluctuations, we seek to maintain a consistent cutting schedule, within the limits of market and weather conditions. We also sell, from time to time, timberland and special use properties, which consist of surplus properties, higher and better use (“HBU”) properties, and development properties.

Greif Business System

In 2003, we implemented the “Greif Business System,” a quantitative, systematic and disciplined process to improve productivity, increase profitability, reduce costs and drive shareholder value. The Greif Business System is directed by the Greif Way, which embodies the principles that are at the core of our culture: respect for one another, “treating others as we want to be treated” and respect for our environment. The operating engine for the Greif Business System is a combination of lean manufacturing; network alignment and continuous improvement within our facilities; customer service; value selling and other commercial initiatives; maximizing cash flow; and strategic sourcing and supply chain initiatives to more effectively leverage our global spend. More recently, we have also focused on applying “lean” principles to back-office activities to streamline and improve transactional processes across our network of business and shared services. At the core supporting the Greif Business System is our people, using rigorous performance management and robust strategic planning skills to guide our continued growth.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these consolidated financial statements, in accordance with these principles, require us to make estimates and assumptions that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities as of the date of our consolidated financial statements.

Our significant accounting policies are discussed in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation of the 2011 Form 10-K. We believe that the consistent application of these policies enables us to provide readers of the consolidated financial statements with useful and reliable information about our results of operations and financial condition.

Other items that could have a significant impact on the financial statements include the risks and uncertainties listed in Part I, Item 1A––Risk Factors, of the 2011 Form 10-K. Actual results could differ materially using different estimates and assumptions, or if conditions are significantly different in the future.

RESULTS OF OPERATIONS

The following comparative information is presented for the six month periods ending April 30, 2012 and 2011. Historically, revenues and earnings may or may not be representative of future operating results attributable to various economic and other factors.

The non-GAAP financial measures of operating profit before special items, EBITDA and EBITDA before special items are used throughout the following discussion of our results of operations. For our consolidated results, operating profit before special items adds back restructuring charges and acquisition-related costs to operating profit. EBITDA is defined as net income plus interest expense, net plus income tax expense less equity earnings of unconsolidated affiliates, net of tax plus depreciation, depletion and amortization. EBITDA before special items adds back restructuring charges and acquisition-related costs to EBITDA. Since we do not calculate net income by segment, EBITDA by segment is reconciled to operating profit by segment. In our Rigid Industrial Packaging & Services segment, operating profit before special items adds back restructuring charges and acquisition-related costs to that segment’s operating profit and EBITDA before special items adds back restructuring charges and acquisition-related costs to that segment’s EBITDA. In our Flexible Products & Services segment, operating profit before special items adds back restructuring charges and acquisition-related costs to that segment’s operating profit and EBITDA before special items adds back restructuring charges and acquisition-related costs to that segment’s EBITDA. In our Paper Packaging segment, operating profit before special items adds back restructuring charges to that segment’s operating profit and EBITDA before special items adds back restructuring charges to that segment’s EBITDA. We use the above-identified non-GAAP financial measures to evaluate our ongoing operations and believe the non-GAAP measures provide a better indication of operational performance and a more stable platform on which to compare the historical performance of the company than the most nearly equivalent GAAP data.

Second Quarter Results

The following table sets forth the net sales, operating profit and operating profit before special items for each of our business segments for the three month period ending April 30, 2012 and 2011 (Dollars in millions):


	Three months ended
	April 30,
	2012			2011
Net sales
Rigid Industrial Packaging & Services	$	802.9		$	743.9
Flexible Products & Services		113.9			134.8
Paper Packaging		170.6			166.5
Land Management		7.9			5.5

Total net sales	$	1,095.3		$	1,050.7

Operating profit (loss):
Rigid Industrial Packaging & Services	$	54.8		$	66.1
Flexible Products & Services		(1.9	)		2.0
Paper Packaging		14.3			20.9
Land Management		7.1			2.3

Total operating profit	$	74.3		$	91.3

Restructuring charges:
Rigid Industrial Packaging & Services		5.5			2.3
Flexible Products & Services		4.6			3.2
Paper Packaging		—			(0.5	)

Total restructuring charges		10.1			5.0

Acquisition-related costs:
Rigid Industrial Packaging & Services		0.8			2.7
Flexible Products & Services		0.4			5.3

Total acquisition-related costs		1.2			8.0

Operating profit before special items:
Rigid Industrial Packaging & Services		61.1			71.1
Flexible Products & Services		3.1			10.5
Paper Packaging		14.3			20.4
Land Management		7.1			2.3

Total operating profit before special items*		85.6			104.3

*	Total operating profit before special items represents operating profit before the impact of restructuring charges and acquisition-related costs.

The following table sets forth EBITDA and EBITDA before special items for our consolidated results for the three month periods ending April 30, 2012 and 2011 (Dollars in millions):


For the three months ended April 30,	2012		2011
Net income	$	36.2	$	50.6
Plus: interest expense, net		24.1		18.6
Plus: income tax expense		13.3		14.8
Plus: depreciation, depletion and amortization expense		39.7		34.6
Less: equity earnings of unconsolidated affiliates, net of tax		2.0		—

EBITDA		111.3		118.6

Restructuring charges		10.1		5.0
Acquisition-related costs		1.2		8.0

EBITDA before special items	$	122.6	$	131.6

Net income	$	36.2	$	50.6
Plus: interest expense, net		24.1		18.6
Plus: income tax expense		13.3		14.8
Plus: other expense, net		2.7		7.3
Less: equity earnings of unconsolidated affiliates, net of tax		2.0		—

Operating profit		74.3		91.3
Less: other expense, net		2.7		7.3
Plus: depreciation, depletion and amortization expense		39.7		34.6

EBITDA		111.3		118.6
Restructuring charges		10.1		5.0
Acquisition-related costs		1.2		8.0

EBITDA before special items	$	122.6	$	131.6

The following table sets forth EBITDA and EBITDA before special items for our business segments for the three month periods ending April 30, 2012 and 2011 (Dollars in millions):


For the three months ended April 30,	2012			2011
Rigid Industrial Packaging & Services
Operating profit	$	54.8		$	66.1
Less: other expense, net		1.2			5.1
Plus: depreciation and amortization expense		27.3			21.8

EBITDA		80.9			82.8
Restructuring charges		5.5			2.3
Acquisition-related costs		0.8			2.7

EBITDA before special items	$	87.2		$	87.8

Flexible Products & Services
Operating (loss) profit	$	(1.9	)	$	2.0
Less: other expense, net		1.4			1.5
Plus: depreciation and amortization expense		3.8			4.1

EBITDA		0.5			4.6
Restructuring charges		4.6			3.2
Acquisition-related costs		0.4			5.3

EBITDA before special items	$	5.5		$	13.1

Paper Packaging
Operating profit	$	14.3		$	20.9
Less: other expense, net		0.1			0.7
Plus: depreciation and amortization expense		7.8			7.9

EBITDA		22.0			28.1
Restructuring charges		—			(0.5	)

EBITDA before special items	$	22.0		$	27.6

Land Management
Operating profit	$	7.1		$	2.3
Plus: depreciation, depletion and amortization expense		0.8			0.8

EBITDA and EBITDA before special items	$	7.9		$	3.1

Consolidated EBITDA	$	111.3		$	118.6

Consolidated EBITDA before special items	$	122.6		$	131.6

Net Sales

Net sales were $1,095.3 million for the second quarter 2012 compared with $1,050.7 million for the same period in 2011. The second quarter 2012 net sales change by segment compared with the same period last year was Rigid Industrial Packaging & Services ($59.0 million increase), Paper Packaging ($4.1 million increase), Land Management ($2.4 million increase) and Flexible Products & Services ($20.9 million decrease).

The 4 percent increase in net sales for second quarter 2012 compared with second quarter 2011 was due to higher sales volumes (5 percent), increased selling prices (2 percent) primarily resulting from the pass-through of higher raw material costs and the negative impact of foreign currency translation (3 percent). The 5 percent increase in sales volumes included an 8 percent increase from acquisitions partially offset by a 3 percent decrease in sales volumes on a same-structure basis. This decrease was principally due to weak market conditions in the Rigid Industrial Packaging & Services and Flexible Products & Services segments, primarily in Europe compared with a year ago. Sales volumes in the Paper Packaging segment increased by 6 percent during second quarter 2012 compared with the same period last year.

Operating Costs

Gross profit decreased to $203.1 million for the second quarter 2012 from $207.3 million for the same period in 2011. Gross profit margin was 18.5 percent for the second quarter 2012 versus 19.7 percent a year ago. The decline in gross profit margin was principally due to lower volumes and market pressure in Europe in the Rigid Industrial Packaging & Services and Flexible Products & Services segments, which was partially offset by higher volumes and lower input costs in the Paper Packaging segment compared with a year ago. There was also a charge of $2.8 million for a correcting adjustment related to third-party containerboard trades in a prior period in the Paper Packaging segment.

SG&A expenses were $121.9 million for the second quarter 2012 compared with $113.9 million for the second quarter 2011. The $8.0 million increase was primarily due to the inclusion of SG&A expenses for acquired companies and a $2.4 million non-cash impairment charge related to properties under contract for sale. Acquisition-related costs of $1.2 million and $8.0 million were included in SG&A expenses for the second quarters of 2012 and 2011, respectively. SG&A expenses were 11.1 percent and 10.8 percent of net sales for the second quarters of 2012 and 2011, respectively.

Restructuring Charges

Second quarter 2012 restructuring charges were $10.1 million compared with restructuring charges of $5.0 million during the second quarter 2011. These charges were related to the consolidation of operations in the Flexible Products & Services segment due to the ongoing implementation of the Greif Business System and rationalization of operations in Rigid Industrial Packaging & Services. There was a total of $3.0 million of employee separation costs, $3.2 million of asset impairments and $3.9 million of other costs for the second quarter 2012. Restructuring charges for the second quarter 2011 consisted of $3.0 million in employee separation costs, $0.3 million in asset impairments and $1.7 million in other costs. The focus of the second quarter 2011 restructuring activities was on integration of recent acquisitions in the Rigid Industrial Packaging & Services and Flexible Products & Services segments. Refer to Note 7 to the Consolidated Financial Statements included in Item I of Part I of this Form 10-Q for additional disclosures regarding our restructuring activities.

Acquisition-Related Costs

Acquisition-related costs were $1.2 million and $8.0 million for the second quarter 2012 and 2011, respectively. For the second quarter 2012, these costs included $0.2 million of acquisition related costs and $1.0 million of acquisition integration costs attributable to acquisitions completed during 2011. The second quarter 2011 amount included $2.3 million of acquisition related costs and $5.7 million post acquisition-related integration that represented costs associated with integrating acquired companies, such as costs associated with implementing the Greif Business System, sourcing and supply chain initiatives, and finance and administrative reorganizations.

Gain on Disposal of Properties, Plants and Equipment, net

The gain on disposal of properties, plants and equipment, net, was $3.2 million for the second quarter 2012 and was primarily related to the sale of HBU and surplus properties in the Land Management segment. For the same period last year the gain on sale of properties, plants and equipment, net, was $2.9 million and included the gain on sale of one facility each in the Rigid Industrial Packaging & Services and Paper Packaging segments and the sale of HBU and surplus properties in the Land Management segment.

Operating Profit

Operating profit was $74.3 million for the second quarter 2012 compared with $91.3 million for the same period last year. This was primarily due to lower results in Europe for Rigid Industrial Packaging & Services and Flexible Products & Services partially offset by strong results in Land Management.

EBITDA

EBITDA was $111.3 million and $118.6 million for the second quarters of 2012 and 2011, respectively. This decrease was primarily due to the same factors that impacted operating profit. Depreciation, depletion and amortization expense was $39.7 million for the second quarter 2012 compared with $34.6 million for the same period last year.

Trends

Overall market conditions improved modestly on a sequential basis during the second quarter 2012, but continued weakness in Europe impacted the Rigid Industrial Packaging & Services and Flexible Products & Services segments in that region. A slower pace of economic recovery in Europe compared with expectations earlier in the year will continue to impact the Rigid Industrial Packaging & Services and Flexible Products & Services segments in that region. Positive contributions are anticipated from contingency actions, acquisition integration and ongoing Greif Business System initiatives implemented during 2012, which we believe will provide additional benefits to the full-year results.

Segment Review

Rigid Industrial Packaging & Services

Our Rigid Industrial Packaging & Services segment offers a comprehensive line of rigid industrial packaging products, such as steel, fibre and plastic drums, rigid intermediate bulk containers, closure systems for industrial packaging products, water bottles and remanufactured and reconditioned industrial containers and services such as container life cycle management, recycling of industrial containers, blending, filing, logistics, warehousing and other packaging services. Key factors influencing profitability in the Rigid Industrial Packaging & Services segment are:

•

Selling prices, customer demand and sales volumes;

•

Raw material costs, primarily steel, resin and containerboard;

•

Energy and transportation costs;

•

Benefits from executing the Greif Business System;

•

Restructuring charges;

•

Contributions from recent acquisitions;

•

Divestiture of facilities; and

•

Impact of foreign currency translation.

Net sales increased 8 percent to $802.9 million for the second quarter 2012 compared with $743.9 million for the second quarter 2011. On a same-structure basis, sales volumes declined 5 percent due to economic conditions and market pressure, primarily in Europe. Sales volumes benefited from a 12 percent increase due to acquisitions. Average selling prices increased 4 percent for the second quarter 2012 primarily due to the pass-through of higher raw material costs. There was also a negative 3 percent impact of foreign currency translation.

Gross profit was $147.1 million and $145.2 million for the second quarters of 2012 and 2011, respectively. Gross profit margin declined to 18.3 percent for the second quarter 2012 from 19.5 percent for the second quarter 2011. The decrease in gross profit margin compared with last year was due to lower volumes and increased market pressure.

Operating profit was $54.8 million for the second quarter 2012 compared with $66.1 million for the same period last year. Solid results in North America and Asia contrasted with lower results in Europe. There were $5.5 million of restructuring charges for second quarter 2012, primarily related to contingency actions implemented during the quarter, compared with $2.3 million for the same period last year, and $0.8 million and $2.7 million of acquisition-related costs for the second quarters of 2012 and 2011, respectively.

EBITDA was $80.9 million and $82.8 million for the second quarters of 2012 and 2011, respectively, due to the same factors that impacted the segment’s operating profit. Depreciation, depletion and amortization expense was $27.3 million for the second quarter 2012 compared with $21.8 million for the same period last year.

Flexible Products & Services

Our Flexible Products & Services segment offers a comprehensive line of flexible products, such as flexible intermediate bulk containers and multiwall bags. Key factors influencing profitability in the Flexible Products & Services segment are:

•

Selling prices, customer demand and sales volumes;

•

Raw material costs, primarily resin and containerboard;

•

Energy and transportation costs;

•

Benefits from executing the Greif Business System;

•

Restructuring charges; and

•

Impact of foreign currency translation.

Net sales were $113.9 million for the second quarter 2012 compared with $134.8 million for the second quarter 2011. The $20.9 million decline was attributable to lower sales volumes due to weak market conditions in Europe, which represents a majority of this segment’s sales.

Gross profit was $22.1 million for the second quarter 2012 versus $29.0 million a year ago. Gross profit margin decreased to 19.4 percent for the second quarter 2012 from 21.5 percent for the second quarter 2011. The decline in gross profit margin was primarily attributable to lower sales volumes.

Operating loss was $1.9 million for the second quarter 2012 compared with operating profit of $2.0 million for the second quarter 2011. The negative impact of lower volumes and higher restructuring charges was partially offset by lower acquisition-related costs. There were $4.6 million of restructuring charges for second quarter 2012 primarily related to the consolidation of operations, compared with $3.2 million for the same period last year, and $0.4 million and $5.3 million of acquisition-related costs for the second quarters of 2012 and 2011, respectively.

EBITDA was $0.5 million for the second quarter 2012 and $4.6 million for second quarter 2011 due to the same factors that impacted the segment’s operating profit. Depreciation, depletion and amortization expense was $3.8 million and $4.1 million for second quarters of 2012 and 2011, respectively.

Paper Packaging

Our Paper Packaging segment sells containerboard, corrugated sheets and corrugated containers in North America. Key factors influencing profitability in the Paper Packaging segment are:

•

Selling prices, customer demand and sales volumes;

•

Raw material costs, primarily old corrugated containers;

•

Energy and transportation costs;

•

Benefits from executing the Greif Business System; and

•

Divestiture of facilities.

Net sales increased 3 percent to $170.6 million for the second quarter 2012 compared with $166.5 million for the second quarter 2011. Higher volumes were partially offset by modestly lower selling prices that resulted primarily from changes in product mix.

Gross profit was $30.2 million for the second quarter 2012 compared with $31.3 million a year ago due to the modestly lower selling prices and higher transportation costs that were substantially offset by higher volumes and lower costs for old corrugated containers (OCC) and utilities. Gross profit margin decreased to 17.7 percent for the second quarter 2012 from 18.8 percent for the second quarter 2011.

Operating profit was $14.3 million for the second quarter 2012 versus $20.9 million for the second quarter 2011. Modestly lower selling prices and higher transportation costs were substantially offset by higher volumes and lower OCC and utility costs. The second quarter 2012 included a charge of $2.8 million for a correcting adjustment related to third-party containerboard trades in a prior period and a $2.4 million non-cash impairment charge related to properties under contract for sale.

EBITDA was $22.0 million for the second quarter 2012 compared with $28.1 million for the second quarter 2011 due to the same factors noted above. Depreciation, depletion and amortization expense was $7.8 million and $7.9 million for second quarters of 2012 and 2011, respectively.

Land Management

As of April 30, 2012, our Land Management segment consisted of approximately 268,800 acres of timber properties in the southeastern United States, which are actively harvested and regenerated, and approximately 12,421 acres of timber properties in Canada. Key factors influencing profitability in the Land Management segment are:

•

Planned level of timber sales;

•

Selling prices and customer demand;

•

Gains (losses) on sale of timberland; and

•

Gains on the disposal of special use properties (surplus, HBU and development properties).

Net sales were $7.9 million for the second quarter 2012 compared with $5.5 million for the second quarter 2011. This increase was due to the sale of development properties in Canada and additional timber sales in the United States resulting from increased selling opportunities due to weather and other supply concerns of certain customers.

Operating profit was $7.1 million and $2.3 million for the second quarters of 2012 and 2011, respectively. Second quarter operating profit included special use property disposals of $3.9 million and $0.3 million for 2012 and 2011, respectively.

EBITDA was $7.9 million and $3.1 million for the second quarters of 2012 and 2011, respectively. Depreciation, depletion and amortization expense was $0.8 million for both periods.

In order to maximize the value of our timber property, we continue to review our current portfolio and explore the development of certain of these properties in Canada and the United States. This process has led us to characterize our property as follows:

•

Surplus property, meaning land that cannot be efficiently or effectively managed by us, whether due to parcel size, lack of productivity, location, access limitations or for other reasons.

•

HBU property, meaning land that in its current state has a higher market value for uses other than growing and selling timber.

•

Development property, meaning HBU land that, with additional investment, may have a significantly higher market value than its HBU market value.

•

Timberland, meaning land that is best suited for growing and selling timber.

We report the disposal of surplus and HBU property in our consolidated statements of income under “gain on disposals of properties, plants and equipment, net” and report the sale of development property under “net sales” and “cost of products sold.” All HBU, development and surplus property is used by us to productively grow and sell timber until sold.

Whether timberland has a higher value for uses other than growing and selling timber is a determination based upon several variables, such as proximity to population centers, anticipated population growth in the area, the topography of the land, aesthetic considerations, including access to water, the condition of the surrounding land, availability of utilities, markets for timber and economic considerations both nationally and locally. Given these considerations, the characterization of land is not a static process, but requires an ongoing review and re-characterization as circumstances change.

As of April 30, 2012, we estimated that there were approximately 46,271 acres in Canada and the United States of special-use property, which we expect will be available for sale in the next five to seven years.

Other Income Statement Changes

Interest expense, net

Interest expense, net, was $24.1 million for the second quarter 2012 compared with $18.6 million for the second quarter 2011. The increase was primarily due to the higher level of debt outstanding during second quarter 2012 compared with second quarter 2011. This higher debt level was attributable to acquisitions completed during the past year and related working capital requirements.

Other expense, net

Other expense, net, was $2.7 million for the second quarter 2012 versus $7.3 million for the same period last year. This decline was primarily due to lower foreign exchange losses and lower fees associated with the sale of non-United States accounts receivable compared with the second quarter 2011.

Income tax expense

Income tax expense was $13.3 million for the second quarter 2012 compared with $14.8 million for the same period last year due to a decline in income before income tax expense and equity earnings of unconsolidated affiliates, net of tax, and offset by a change in the global earnings mix compared with second quarter 2011.

The effective tax rate was 28.0 percent in the second quarter of 2012 compared to an effective tax rate of 22.6 percent in the second quarter of 2011. The cash tax rate for fiscal 2012 is expected to be approximately 20 percent, which is consistent with the prior year’s rate.

Equity earnings of unconsolidated affiliates, net of tax

We recorded $2.0 million of equity earnings of unconsolidated affiliates, net of tax, for the second quarter 2012 versus no equity earnings of unconsolidated affiliates for the same period last year.

Net (income) loss attributable to noncontrolling interests

Net income (loss) attributable to noncontrolling interests represent the portion of earnings from the operations of our majority owned subsidiaries that were deducted from or added to net income to arrive at net income (loss) attributable to Greif, Inc. Net income (loss) attributable to noncontrolling interests was $0.6 million for the three months ending April 30, 2012 compared with $0.3 million for the same period last year.

Net income attributable to Greif, Inc.

Based on the factors noted above, net income attributable to Greif, Inc. was $36.8 million for the second quarter 2012 compared with net income attributable to Greif, Inc. of $50.9 million for the second quarter 2011.

Year-to-Date Results

The following table sets forth the net sales, operating profit and operating profit before special items for each of our business segments for the six month period ending April 30, 2012 and 2011 (Dollars in millions):


	Six months ended
	April 30,
	2012		2011
Net sales
Rigid Industrial Packaging & Services	$	1,506.2	$	1,397.8
Flexible Products & Services		228.7		262.8
Paper Packaging		338.7		323.3
Land Management		14.4		10.6

Total net sales	$	2,088.0	$	1,994.5

Operating profit:
Rigid Industrial Packaging & Services	$	87.6	$	112.2
Flexible Products & Services		0.4		3.5
Paper Packaging		34.5		39.0
Land Management		10.1		5.3

Total operating profit	$	132.6	$	160.0

Restructuring charges:
Rigid Industrial Packaging & Services		12.8		4.6
Flexible Products & Services		6.2		3.2
Paper Packaging		—		0.2

Total restructuring charges		19.0		8.0

Acquisition-related costs:
Rigid Industrial Packaging & Services		2.5		4.2
Flexible Products & Services		0.9		12.3

Total acquisition-related costs		3.4		16.5

Operating profit before special items:
Rigid Industrial Packaging & Services		102.9		121.0
Flexible Products & Services		7.5		19.0
Paper Packaging		34.5		39.2
Land Management		10.1		5.3

Total operating profit before special items*		155.0		184.5

*	Total operating profit before special items represents operating profit before the impact of restructuring charges and acquisition-related costs.

The following table sets forth EBITDA and EBITDA before special items for our consolidated results for the six month periods ending April 30, 2012 and 2011 (Dollars in millions):


For the six months ended April 30,	2012		2011
Net income	$	60.8	$	91.7
Plus: interest expense, net		47.8		35.4
Plus: income tax expense		23.5		28.0
Plus: depreciation, depletion and amortization expense		78.4		67.7
Less: equity earnings of unconsolidated affiliates, net of tax		2.0		0.5

EBITDA		208.5		222.3

Restructuring charges		19.0		8.0
Acquisition-related costs		3.4		16.5

EBITDA before special items	$	230.9	$	246.8

Net income	$	60.8	$	91.7
Plus: interest expense, net		47.8		35.4
Plus: income tax expense		23.5		28.0
Plus: other expense, net		2.5		5.4
Less: equity earnings of unconsolidated affiliates, net of tax		2.0		0.5

Operating profit		132.6		160.0
Less: other expense, net		2.5		5.4
Plus: depreciation, depletion and amortization expense		78.4		67.7

EBITDA		208.5		222.3
Restructuring charges		19.0		8.0
Acquisition-related costs		3.4		16.5

EBITDA before special items	$	230.9	$	246.8

The following table sets forth EBITDA and EBITDA before special items for our business segments for the six month periods ending April 30, 2012 and 2011 (Dollars in millions):


For the six months ended April 30,	2012			2011
Rigid Industrial Packaging & Services
Operating profit	$	87.6		$	112.2
Less: other expense, net		1.6			4.6
Plus: depreciation and amortization expense		53.2			42.2

EBITDA		139.2			149.8
Restructuring charges		12.8			4.6
Acquisition-related costs		2.5			4.2

EBITDA before special items	$	154.5		$	158.6

Flexible Products & Services
Operating profit	$	0.4		$	3.5
Less: other expense, net		1.1			0.2
Plus: depreciation and amortization expense		7.7			8.3

EBITDA		7.0			11.6
Restructuring charges		6.2			3.2
Acquisition-related costs		0.9			12.3

EBITDA before special items	$	14.1		$	27.1

Paper Packaging
Operating profit	$	34.5		$	39.0
Less: other expense (income), net		(0.2	)		0.6
Plus: depreciation and amortization expense		15.7			15.6

EBITDA		50.4			54.0
Restructuring charges		—			0.2

EBITDA before special items	$	50.4		$	54.2

Land Management
Operating profit	$	10.1		$	5.3
Plus: depreciation, depletion and amortization expense		1.8			1.6

EBITDA and EBITDA before special items	$	11.9		$	6.9

Consolidated EBITDA	$	208.5		$	222.3

Consolidated EBITDA before special items	$	230.9		$	246.8

Net Sales

Net sales were $2,088.0 million for the first half of 2012 compared with $1,994.5 million for the first half of 2011. The first half of 2012 net sales change by segment compared with the same period last year was Rigid Industrial Packaging & Services ($108.4 million increase), Paper Packaging ($15.4 million increase), Land Management ($3.8 million increase) and Flexible Products & Services ($34.1 million decrease).

The 5 percent increase in net sales for the first half of 2012 was primarily due to higher sales volumes attributable to acquisitions, higher selling prices resulting from the pass-through of higher raw material costs, partially offset by lower sales volumes on a same structure basis due to market conditions and the negative impact of foreign currency translation.

Operating Costs

Gross profit decreased to $381.8 million for the first half 2012 from $383.4 million for the same period in 2011. Gross profit margin was 18.3 percent for the first half 2012 versus 19.2 percent a year ago. The decline in gross profit margin was principally due to lower volumes and market pressure in Europe in the Rigid Industrial Packaging & Services and Flexible Products & Services segments, which was partially offset by higher volumes and lower input costs in the Paper Packaging segment compared with a year ago. The first half of 2012 also included a charge of $2.8 million for a correcting adjustment related to third-party containerboard trades in a prior period in the Paper Packaging segment.

SG&A expenses were $234.5 million or 11.2 percent of net sales, in the first half of 2012 compared with $220.4 million, or 11.1 percent, in the first half of 2011. The dollar increase in SG&A expenses was primarily due to the inclusion of SG&A expenses for acquired companies partially offset by lower acquisition-related costs. The first half of 2012 included a $2.4 million non-cash impairment charge related to properties under contract for sale. Acquisition-related costs of $3.4 million and $16.5 million were included in SG&A expenses for the first half 2012 and 2011, respectively. Acquisition-related costs represent amounts incurred to purchase and integrate our acquisitions.

Restructuring Charges

Restructuring charges were $19.0 million and $8.0 million for the first half of 2012 and 2011, respectively. Restructuring charges for the first half of 2012 consisted of $8.2 million in employee separation costs, $4.9 million in asset impairments and $5.9 million in other costs. These charges were related to the consolidation of operations in the Flexible Products & Services segment due to the ongoing implementation of the Greif Business System and rationalization of operations in Rigid Industrial Packaging & Services. Restructuring charges for the first half of 2011 consisted of $4.2 million in employee separation costs, $0.8 million in asset impairments and $3.0 million in other costs. The focus of the first half of 2011 restructuring activities was on the integration of recent acquisitions in the Rigid Industrial Packaging & Services and Flexible Products & Services segments. Refer to Note 7 to the Consolidated Financial Statements included in Item I of Part I of this Form 10-Q for additional disclosures regarding our restructuring activities.

Acquisition-Related Costs

Acquisition-related costs were $3.4 million and $16.5 million for the first half of 2012 and 2011, respectively. For the first half of 2012, these costs included $1.4 million of acquisition related costs and $2.0 of acquisition integration costs attributable to acquisitions completed during 2011. The first half of 2011 amount included $4.8 million of acquisition related costs and $11.8 million of post acquisition-related integration that represented costs associated with integrating acquired companies, such as costs associated with implementing the Greif Business System, sourcing and supply chain initiatives, and finance and administrative reorganizations.

Gain on Disposal of Properties, Plants and Equipment, net

The gain on disposal of properties, plants and equipment, net, decreased to $4.3 million in the first half of 2012 from $5.0 million same period last year primarily due to fewer sales of idle facilities.

Operating Profit

Operating profit was $132.6 million and $160.0 million in the first half of 2012 and 2011, respectively. This decrease was primarily due to lower results in Europe for Rigid Industrial Packaging & Services and Flexible Products & Services partially offset by strong results in Land Management. Operating profit before special items was $155.0 million for the first half of 2012 compared with $184.5 million for the first half of 2011. The $29.5 million decrease in operating profit before special items was due to Land Management ($4.8 million increase), Rigid Industrial Packaging & Services ($18.1 million decrease), Flexible Products & Services ($11.5 million decrease) and Paper Packaging ($4.7 million decrease).

EBITDA

EBITDA was $208.5 million and $222.3 million for the first half of 2012 and 2011, respectively. The decrease was primarily due to the same factors that impacted operating profit. Depreciation, depletion and amortization expense was $78.4 million for the first half of 2012 compared with $67.7 million for the same period last year.

Segment Review

Rigid Industrial Packaging & Services

•

Selling prices, customer demand and sales volumes;

•

Raw material costs, primarily steel, resin and containerboard;

•

Energy and transportation costs;

•

Benefits from executing the Greif Business System;

•

Restructuring charges;

•

Contributions from recent acquisitions;

•

Divestiture of facilities; and

•

Impact of foreign currency translation.

Net sales were $1,506.2 million for the first half of 2012 compared with $1,397.8 million for the first half of 2011. The 8 percent increase in net sales was primarily due to higher sales volumes from acquisitions, higher selling prices resulting from the pass-through of higher input costs, partially offset by lower sales volumes on a same structure basis due to economic conditions and market pressure, primarily in Europe, and the negative impact of foreign currency translation.

Gross profit was $267.9 million and $266.9 million for the first half of 2012 and 2011, respectively. Gross profit margin decreased to 17.8 percent from 19.1 percent for the first half of 2012 and 2011, respectively. This reduction was primarily due to lower volumes and increased market pressure.

Operating profit was $87.6 million and $112.2 million for the first half of 2012 and 2011, respectively. Operating profit before special items decreased to $102.9 million for the first half of 2012 from $121.0 million for the first half of 2011. The $18.1 million decrease was primarily due to lower results in Europe.

EBITDA was $139.2 million and $149.8 million for the first half of 2012 and 2011, respectively, due to the same factors that impacted the segment’s operating profit. Depreciation, depletion and amortization expense was $53.2 million for the first half of 2012 compared with $42.2 million for the same period last year.

Flexible Products & Services

•

Selling prices, customer demand and sales volumes;

•

Raw material costs, primarily resin and containerboard;

•

Energy and transportation costs;

•

Benefits from executing the Greif Business System;

•

Restructuring charges; and

•

Impact of foreign currency translation.

Net sales were $228.7 million for the first half of 2012 compared with $262.8 million for the first half of 2011. The $34.1 million decrease was attributable to lower sales volumes due to weak market conditions in Europe, which represents a majority of this segment’s sales.

Gross profit was $45.8 million for the first half of 2012 versus $53.5 million a year ago. Gross profit margin was 20.0 percent and 20.4 percent for the first half of 2012 and 2011, respectively. The decrease in gross profit margin was primarily due to lower sales volumes.

Operating profit was $0.4 million for the first half of 2012 and $3.5 million for the first half of 2011. The negative impact of lower volumes and higher restructuring charges was partially offset by lower acquisition-related costs. Operating profit before special items decreased to $7.5 million for the first half of 2012 from $19.0 million for the first half of 2011.

EBITDA was $7.0 million and $11.6 million for the first half of 2012 and 2011, respectively, due to the same factors that impacted the segment’s operating profit. Depreciation, depletion and amortization expense was $7.7 million for the first half of 2012 compared with $8.3 million for the same period last year.

Paper Packaging

Our Paper Packaging segment sells containerboard, corrugated sheets and corrugated containers in North America. Key factors influencing profitability in the Paper Packaging segment are:

•

Selling prices, customer demand and sales volumes;

•

Raw material costs, primarily old corrugated containers;

•

Energy and transportation costs;

•

Benefits from executing the Greif Business System; and

•

Divestiture of facilities.

Net sales were $338.7 million for the first half of 2012 compared with $323.3 million for the first half of 2011. The 5 percent increase in net sales was primarily due to higher sales volumes partially offset by modestly lower selling prices that resulted primarily from changes in product mix.

Gross profit was $61.4 million for the first half 2012 compared with $59.6 million a year ago. Gross profit margin decreased to 18.1 percent from 18.4 percent for the first half of 2012 and 2011, respectively. This decrease was primarily due to lower selling prices and higher transportation costs that were substantially offset by higher volumes and lower costs for old corrugated containers (OCC) and utilities.

Operating profit was $34.5 million and $39.0 million for the first half of 2012 and 2011, respectively. Operating profit before special items decreased to $34.5 million for the first half of 2012 from $39.2 million for the first half of 2011. The $4.7 million decrease was primarily due to a charge of $2.8 million for a correcting adjustment related to third-party containerboard trades in a prior period and a $2.4 million non-cash impairment charge related to properties under contract for sale.

EBITDA was $50.4 million and $54.0 million for the first half of 2012 and 2011, respectively, due to the same factors that impacted the segment’s operating profit. Depreciation, depletion and amortization expense was $15.7 million for the first half of 2012 compared with $15.6 million for the same period last year.

Land Management

As of April 30, 2012, our Land Management segment consisted of approximately 268,800 acres of timber properties in the southeastern United States, which are actively harvested and regenerated, and approximately 12,421 acres in Canada. Key factors influencing profitability in the Land Management segment are:

•

Planned level of timber sales;

•

Selling prices and customer demand;

•

Gains (losses) on sale of timberland; and

•

Gains on the disposal of special use properties (surplus, HBU and development properties).

Net sales were $14.4 million and $10.6 million for the first half of 2012 and 2011, respectively. The $3.8 million increase was primarily due to the sale of development properties in Canada and additional timber sales in the United States resulting from increased selling opportunities due to weather related concerns of certain customers.

Operating profit and operating profit before special items was $10.1 million for the first half of 2012 compared to $5.3 million for the first half of 2011. Included in these amounts were profits from the sale of special use properties (surplus, higher and better use, and development properties) of $4.2 million for the first half of 2012 and $1.9 million for the first half of 2011.

EBITDA was $11.9 million and $6.9 million for the first half of 2012 and 2011, respectively, due to the same factors that impacted the segment’s operating profit. Depreciation, depletion and amortization expense was $1.8 million for the first half of 2012 compared with $1.6 million for the same period last year.

Other Income Statement Changes

Interest expense, net

Interest expense, net, was $47.8 million for the first half of 2012 compared to $35.4 million for the same period last year. The increase was primarily due to the higher level of debt resulting from the acquisitions and related increased working capital requirements.

Other expense, net

Other expense, net was $2.5 million for the first half of 2012 compared to other expense, net of $5.4 million for the first half of 2011. The decrease was primarily due to lower foreign exchange losses and lower fees associated with the sale of non-United States accounts receivable compared with the first half of 2011.

Income tax expense

Income tax expense was $23.5 million for the first half 2012 compared with $28.0 million for the same period last year due to a decline in income before income tax expense and equity earnings of unconsolidated affiliates, net of tax, and a change in the global earnings mix.

The annual book tax rate was 28.5 percent for the first half of 2012 compared with 23.5 percent for the first half 2011. The cash tax rate for fiscal 2012 is expected to be approximately 20 percent, which is consistent with the prior year’s rate.

Equity earnings of unconsolidated affiliates, net of tax

We recorded $2.0 million and $0.5 million of equity earnings of unconsolidated affiliates, net of tax, during the first half of 2012 and 2011, respectively.

Net (income) loss attributable to noncontrolling interests

Net (income) loss attributable to noncontrolling interests for the six months ending April 30, 2012 and 2011 were ($0.1) million and $0.6 million, respectively.

Net income attributable to Greif, Inc.

Based on the foregoing, we recorded net income of $60.7 million for the first half of 2012 compared with net income of $92.3 million for the first half of 2011.

BALANCE SHEET CHANGES

Working capital changes

The $64.7 million decrease in accounts receivable to $503.9 million as of April 30, 2012 from $568.6 million as of October 31, 2011 was primarily due to increased collection efforts, increased factoring under the new European RPA entered into during the second quarter, discussed below, and the impact of foreign currency translation.

The $46.6 million decrease in inventories to $385.9 million as of April 30, 2012 from $432.5 million as of October 31, 2011 was primarily due to a focus on inventory management especially with respect to recently acquired companies.

The $45.9 million decrease in accounts payable to $441.9 million as of April 30, 2012 from $487.8 million as of October 31, 2011 was primarily due to the impact of lower inventories.

The $22.9 million decrease in accrued payroll and employee benefits to $76.9 million as of April 30, 2012 from $99.8 million as of October 31, 2011 was primarily due to the payout of 2011 incentives in December 2011.

The $10.8 million decrease in restructuring reserves to $8.8 million as of April 30, 2012 from $19.6 million as of October 31, 2011 was primarily due to lower restructuring activity.

The $32.1 million decrease in short-term borrowings to $105.2 million as of April 30, 2012 from $137.3 million as of October 31, 2011 was primarily due to improved cash flows from operations.

Other balance sheet changes

The $31.1 million decrease in goodwill to $973.8 million as of April 30, 2012 from $1,004.9 million as of October 31, 2011 was primarily due to fair value updates on our 2011 acquisitions and foreign currency translation.

The $17.9 million decrease in intangible assets, net of amortization to $211.9 million as of April 30, 2012 from $229.8 million as of October 31, 2011 was primarily due to fair value updates on our 2011 acquisitions and foreign currency translation.

The $59.1 million decrease in long-term debt to $1,286.0 million as of April 30, 2012 from $1,345.1 million as of October 31, 2011 was primarily due to improved cash flows from operations.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are operating cash flows and borrowings under our $1.0 billion senior secured credit agreement (the “Credit Agreement”) and Senior Notes, and, to a lesser extent, proceeds from our trade accounts receivable credit facility and proceeds from the sale of our non-United States accounts receivable. We use these sources to fund our working capital needs, capital expenditures, cash dividends, common stock repurchases and acquisitions. We anticipate continuing to fund these items in a like manner. We currently expect that operating cash flows, borrowings under our Credit Agreement and Senior Notes, proceeds from our trade accounts receivable credit facility and proceeds from the sale of our non-United States accounts receivable will be sufficient to fund our anticipated working capital, capital expenditures, debt repayment, potential acquisitions of businesses and other liquidity needs for at least 12 months.

Capital Expenditures

During the first six months of 2012, we invested $69.5 million in capital expenditures, excluding timberland purchases of $2.6 million, compared with capital expenditures of $73.7 million, excluding timberland purchases of $0.9 million, during the same period last year.

We expect capital expenditures, excluding timberland purchases and acquisitions, to be approximately $145 million in 2012 compared with approximately $162.4 million in 2011. The 2012 expenditures include replacement and improvement of existing equipment and funding new facilities, including completion of the fabric hub in Saudi Arabia.

Sale of Non-United States Accounts Receivable

Certain of our international subsidiaries have entered into discounted receivables purchase agreements and factoring agreements (collectively, the “RPAs”) pursuant to which trade receivables generated from certain countries other than the United States and which meet certain eligibility requirements are sold to certain international banks or their affiliates. In particular, in April 2012, certain of our international subsidiaries entered into a new RPA with affiliates of a major international bank. Under this new RPA, the maximum amount of receivables that may be financed at any time is €145 million ($192.0 million as of April 30, 2012). A significant portion of the proceeds from this new RPA was used to pay the obligations under previous RPAs, which were then terminated, and to pay expenses incurred in connection with this transaction. The remaining proceeds from this new RPA will be available for working capital and general corporate purposes. Under the terms of a performance and indemnity agreement, the performance obligations of our international subsidiaries under this new RPA have been guaranteed by Greif, Inc.

Transactions under the RPAs are structured to provide for legal true sales, on a revolving basis, of the receivables transferred from our various subsidiaries to the respective banks or their affiliates. The banks or their affiliates fund an initial purchase price of a certain percentage of eligible receivables based on a formula with the initial purchase price paid by the banks approximating 75 percent to 90 percent of eligible receivables, and under our new RPA, the balance of purchase price to the originating subsidiaries is paid from the proceeds of a related party subordinated loan. The remaining deferred purchase price and the repayment of the subordinated loan are settled upon collection of the receivables. As of the balance sheet reporting dates, we remove from accounts receivable the amount of proceeds received from the initial purchase price since they meet the applicable criteria of Accounting Standards Codification (“ASC”) 860 “Transfers and Servicing”, and continue to recognize the deferred purchase price in our accounts receivable. The receivables are sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the respective banks between the settlement dates. The maximum amount of aggregate receivables that may be financed under our various RPAs was $209.0 million as of April 30, 2012. As of April 30, 2012, total accounts receivable of $196.3 million were sold to and held by third party financial institutions or their affiliates under the various RPAs.

At the time the receivables are initially sold, the difference between the carrying amount and the fair value of the assets sold are included as a loss on sale and classified as “other expense” in the consolidated statements of operations. Expenses associated with the various RPAs totaled $2.0 million and $0.1 million for the three months ending April 30, 2012 and April 30, 2011, respectively. Expenses associated with the various RPAs totaled $2.0 million and $0.1 million for the six months ending April 30, 2012 and April 30, 2011, respectively. Additionally, we perform collections and administrative functions on the receivables sold similar to the procedures we use for collecting all of our receivables. The servicing liability for these receivables is not material to the consolidated financial statements.

Refer to Note 3 to the Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional information regarding these various RPAs.

Acquisitions, Divestitures and Other Significant Transactions

There were no acquisitions during the first half of 2012 and three small acquisitions during the first half of 2011, all in the second quarter, for an aggregate purchase price of less than $60 million. During the first quarter 2012, we made a $14.3 million deferred cash payment related to an acquisition completed in 2010.

Borrowing Arrangements

Credit Agreement

We and two of our international subsidiaries are borrowers under a $1.0 billion senior secured Credit Agreement with a syndicate of financial institutions. The Credit Agreement provides us with a $750 million revolving multicurrency credit facility and a $250 million term loan, both expiring October 29, 2015, with an option to add $250 million to the facilities with the agreement of the lenders. The $250 million term loan is scheduled to amortize by the payment of principal in the amount of $3.1 million each quarter-end for the first eight quarters, $6.3 million each quarter-end for the next eleven quarters and the remaining balance on the maturity date. The revolving credit facility under the Credit Agreement is available to fund ongoing working capital and capital expenditure needs, for general corporate purposes and to finance acquisitions. Interest is based on a Eurodollar rate or a base rate that resets periodically plus an agreed upon margin amount. As of April 30, 2012, a total of $324.4 million was outstanding under the Credit Agreement. The weighted average interest rate on the Credit Agreement was 2.20% for the six months ended April 30, 2012.

The Credit Agreement contains certain covenants, which include financial covenants that require us to maintain a certain leverage ratio and a fixed charge coverage ratio. The leverage ratio generally requires that as of the end of any fiscal quarter we will not permit the ratio of (a) our total consolidated indebtedness, to (b) our consolidated net income plus depreciation, depletion and amortization, interest expense (including capitalized interest), income taxes, and minus certain extraordinary gains and non-recurring gains (or plus certain extraordinary losses and non-recurring losses) and plus or minus certain other items for the preceding twelve months (“adjusted EBITDA”) to be greater than 3.75 to 1 (or 3.5 to 1, during any collateral release period). The fixed charge coverage ratio generally requires that as of the end of any fiscal quarter we will not permit the ratio of (a) (i) our adjusted EBITDA, less (ii) the aggregate amount of certain of our cash capital expenditures, and less (iii) the aggregate amount of our federal, state, local and foreign income taxes actually paid in cash (other than taxes related to asset sales not in the ordinary course of business), to (b) the sum of (i) our consolidated interest expense to the extent paid or payable in cash and (ii) the aggregate principal amount of all of our regularly scheduled principal payments or redemptions or similar acquisitions for value of outstanding debt for borrowed money, but excluding any such payments to the extent refinanced through the incurrence of additional indebtedness, to be less than 1.5 to 1, during the applicable trailing twelve-month period. On April 30, 2012, we were in compliance with these two covenants.

The terms of the Credit Agreement limit our ability to make restricted payments, which include dividends and purchases, redemptions and acquisitions of our equity interests. The repayment of amounts borrowed under the Credit Agreement are secured by a security interest in the personal property of Greif, Inc. and certain of our United States subsidiaries, including equipment and inventory and certain intangible assets, as well as a pledge of the capital stock of substantially all of our United States subsidiaries. The repayment of amounts borrowed under the Credit Agreement is also secured, in part, by a pledge of the capital stock of the non-U.S. subsidiaries that are parties to the Credit Agreement. However, in the event that we receive and maintain an investment grade rating from either Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, we may request the release of such collateral. The payment of outstanding principal under the Credit Agreement and accrued interest thereon may be accelerated and become immediately due and payable upon our default in its payment or other performance obligations or our failure to comply with the financial and other covenants in the Credit Agreement, subject to applicable notice requirements and cure periods as provided in the Credit Agreement.

Refer to Note 9 to the Consolidated Financial Statements included in Item I of Part I of this Form 10-Q for additional disclosures regarding the Credit Agreement.

Senior Notes

We have issued $300.0 million of our 6.75% Senior Notes due February 1, 2017. Proceeds from the issuance of these Senior Notes were principally used to fund the purchase of our previously outstanding senior subordinated notes and for general corporate purposes. These Senior Notes are general unsecured obligations of Greif, Inc., provide for semi-annual payments of interest at a fixed rate of 6.75%, and do not require any principal payments prior to maturity on February 1, 2017. These Senior Notes are not guaranteed by any of our subsidiaries and thereby are effectively subordinated to all of our subsidiaries’ existing and future indebtedness. The Indenture pursuant to which these Senior Notes were issued contains covenants, which, among other matters, limit our ability to create liens on our assets to secure debt and to enter into sale and leaseback transactions. These covenants are subject to a number of limitations and exceptions as set forth in the Indenture. As of April 30, 2012, we were in compliance with these covenants.

We have issued $250.0 million of our 7.75% Senior Notes due August 1, 2019. Proceeds from the issuance of these Senior Notes were principally used for general corporate purposes, including the repayment of amounts outstanding under our revolving multicurrency credit facility, without any permanent reduction of the commitments. These Senior Notes are general unsecured obligations of Greif, Inc., provide for semi-annual payments of interest at a fixed rate of 7.75%, and do not require any principal payments prior to maturity on August 1, 2019. These Senior Notes are not guaranteed by any of our subsidiaries and thereby are effectively subordinated to all of our subsidiaries’ existing and future indebtedness. The Indenture pursuant to which these Senior Notes were issued contains covenants, which, among other matters, limit our ability to create liens on our assets to secure debt and to enter into sale and leaseback transactions. These covenants are subject to a number of limitations and exceptions as set forth in the Indenture. As of April 30, 2012, we were in compliance with these covenants.

Our Luxembourg subsidiary has issued €200.0 million of 7.375% Senior Notes due July 15, 2021. These Senior Notes are fully and unconditionally guaranteed on a senior basis by Greif, Inc. A portion of the proceeds from the issuance of these Senior Notes was used to repay non-U.S. borrowings under the Credit Agreement, without any permanent reduction of the commitments, with the remaining proceeds available for general corporate purposes, including the financing of acquisitions. These Senior Notes are general unsecured obligations of the Luxembourg subsidiary and Greif, Inc. and provide for semi-annual payments of interest at a fixed rate of 7.375%, and do not require any principal payments prior to maturity on July 15, 2021. These Senior Notes are not guaranteed by any subsidiaries of the issuer or Greif, Inc. and thereby are effectively subordinated to all existing and future indebtedness of the subsidiaries of the issuer and Greif, Inc. The Indenture pursuant to which these Senior Notes were issued contains covenants, which, among other matters, limit our ability to create liens on our assets to secure debt and to enter into sale and leaseback transactions. These covenants are subject to a number of limitations and exceptions as set forth in the Indenture. As of April 30, 2012, we were in compliance with these covenants.

Refer to Note 9 to the Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional disclosures regarding the Senior Notes.

United States Trade Accounts Receivable Credit Facility

We have a $130.0 million trade accounts receivable facility (the “Receivables Facility”) with a financial institution and its affiliate (the “Purchasers”). This facility was amended on September 19, 2011, which decreased the amount available to the borrowers from $135.0 million to $130.0 million and extended the termination date of the commitment to September 19, 2014. In addition, we can terminate the Receivables Facility at any time upon five days prior written notice. The Receivables Facility is secured by certain of our United States trade receivables and bears interest at a variable rate based on the London Interbank Offered Rate plus a margin or other agreed-upon rate. Interest is payable on a monthly basis and the principal balance is payable upon termination of the Receivables Facility. The Receivables Facility contains certain covenants, including financial covenants for leverage and fixed charge ratios identical to the Credit Agreement. Proceeds of the Receivables Facility are available for working capital and general corporate purposes. As of April 30, 2012, $128.0 million was outstanding under the Receivables Facility.

Refer to Note 9 to the Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional disclosures regarding this credit facility.

Other

In addition to the amounts borrowed under the Credit Agreement and proceeds from the Senior Notes and the United States trade accounts receivable credit facility, as of April 30, 2012, we had outstanding other debt of $128.9 million, consisting of $23.7 million in long-term debt and $105.2 million in short-term borrowings.

As of April 30, 2012, the current portion of our long-term debt was $18.8 million. Annual maturities, including the current portion, of long-term debt under our various financing arrangements are $6.3 million in 2012, $48.7 million in 2013, $25.0 million in 2014, $414.1 million in 2015, $302.6 million in 2017 and $508.1 million thereafter.

As of April 30, 2012 and October 31, 2011, we had deferred financing fees and debt issuance costs of $20.0 million and $18.9 million, respectively, which were included in other long-term assets.

Financial Instruments

Interest Rate Derivatives

We have interest rate swap agreements with various maturities through 2014. These interest rate swap agreements are used to manage our fixed and floating rate debt mix, specifically the Credit Agreement. The assumptions used in measuring fair value of these interest rate derivatives are considered level 2 inputs, which were based on interest received monthly from the counterparties based upon the LIBOR and interest paid based upon a designated fixed rate over the life of the swap agreements. These derivative instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on these derivative instruments is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument is recognized in earnings immediately.

We had three interest rate derivatives as of October 31, 2011 which expired in the first quarter of 2012. We now have two interest rate derivatives, both of which were entered into during the first quarter of 2012 (floating to fixed swap agreements designated as cash flow hedges) with a total notional amount of $150 million. Under these swap agreements, we receive interest based upon a variable interest rate from the counterparties (weighted average of 0.24% as of April 30, 2012 and 0.27% as of October 31, 2011) and pay interest based upon a fixed interest rate (weighted average of 0.75% as of April 30, 2012 and 1.92% as of October 31, 2011). Realized losses under these contracts (both those that existed as of October 31, 2011 and those entered into in the first quarter 2012) were $0.2 million and $0.5 million for the three months ending April 30, 2012 and 2011, respectively; and were $0.6 million and $1.0 million for the six months ending April 30, 2012 and 2011, respectively. These losses were recorded within the consolidated statement of operations as interest expense, net. The fair value of these contracts resulted in losses of $1.1 million and $0.3 million recorded in accumulated other comprehensive income as of April 30, 2012 and October 31, 2011, respectively.

Foreign Exchange Hedges

We conduct business in major international currencies and are subject to risks associated with changing foreign exchange rates. Our objective is to reduce volatility associated with foreign exchange rate changes to allow management to focus its attention on business operations. Accordingly, we enter into various contracts that change in value as foreign exchange rates change to protect the value of certain existing foreign currency assets and liabilities, commitments and anticipated foreign currency revenues and expenses.

As of April 30, 2012, we had outstanding foreign currency forward contracts in the notional amount of $231.7 million ($160.6 million as of October 31, 2011). These derivative instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument is recognized in earnings immediately. The assumptions used in measuring fair value of foreign exchange hedges are considered level 2 inputs, which were based on observable market pricing for similar instruments, principally foreign exchange futures contracts. A realized loss under these contracts was $0.1 million and a realized gain was $1.5 million for the three months ending April 30, 2012 and 2011, respectively; and a realized loss was $1.4 million and a realized gain was $0.1 million for the six months ending April 30, 2012 and 2011, respectively. These gains and losses were recorded within the consolidated statement of operations as other expense, net. The fair value of these contracts resulted in gains of $0.1 million and $0.7 million recorded in other comprehensive income as of April 30, 2012 and October 31, 2011, respectively.

Energy Hedges

We are exposed to changes in the price of certain commodities. Our objective is to reduce volatility associated with forecasted purchases of these commodities to allow management to focus its attention on business operations. Accordingly, we enter into derivative contracts to manage the price risk associated with certain of these forecasted purchases.

We have entered into certain cash flow agreements to mitigate our exposure to cost fluctuations in natural gas prices through October 31, 2012. Under these hedge agreements, we have agreed to purchase natural gas at a fixed price. As of April 30, 2012, the notional amount of these hedges was $1.0 million ($2.7 million as of October 31, 2011). These derivative instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument is recognized in earnings immediately. The assumptions used in measuring fair value of energy hedges are considered level 2 inputs, which were based on observable market pricing for similar instruments, principally commodity futures contracts. Realized losses under these contracts were $0.4 million and $0.1 million for the three months ending April 30, 2012 and 2011, respectively; and were $0.6 million and $0.3 million for the six months ending April 30, 2012 and 2011, respectively. These losses were recorded within the consolidated statement of operations as other expense, net. The fair value of these contracts resulted in losses of $0.7 million and $0.1 million recorded in other comprehensive income as of April 30, 2012 and October 31, 2011, respectively.

Contractual Obligations

As of April 30, 2012, we had the following contractual obligations (Dollars in millions):


			Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Long-term debt	$	1,725.1	$	68.3	$	467.6	$	410.4	$	778.8
Short-term borrowing		113.6		113.6		—		—		—
Capital lease obligations		91.4		11.0		35.7		29.4		15.3
Deferred purchase payments		72.8		—		59.7		13.1		—
Liabilities held by special purpose entities		62.8		1.1		4.5		4.5		52.7
Environmental liabilities		27.4		6.6		4.9		4.3		11.6
Operating leases		20.8		3.2		8.5		4.7		4.4
Current portion of long-term debt		18.8		18.8		—		—		—

Total	$	2,132.7	$	222.6	$	580.9	$	466.4	$	862.8

Our unrecognized tax benefits under ASC 740, “Income Taxes” have been excluded from the contractual obligations table because of the inherent uncertainty and the inability to reasonably estimate the timing of cash outflows.

Stock Repurchase Program and Other Share Acquisitions

Our Board of Directors has authorized us to purchase up to four million shares of Class A Common Stock or Class B Common Stock or any combination of the foregoing. During the three months ended April 30, 2012 and the six months ended April 30, 2012, we repurchased no shares of Class A Common Stock. During the three months and six months ended April 30, 2012, we repurchased 1,000 shares of Class B Common Stock (see Item 2 to this Form 10-Q for additional information regarding these repurchases). As of April 30, 2012, we had repurchased 3,184,272 shares, including 1,425,452 shares of Class A Common Stock and 1,758,820 shares of Class B Common Stock under this program, which were all purchased in prior years except for the 1,000 shares discussed above. The total cost of the shares repurchased from November 1, 2010 through April 30, 2012 was approximately $15.1 million

VARIABLE INTEREST ENTITIES

We evaluate whether an entity is a variable interest entity (“VIE”) at inception or whenever reconsideration events occur and perform reassessments of all VIE’s quarterly to determine if the primary beneficiary status is appropriate. We consolidate VIE’s for which we are the primary beneficiary. If we are not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity or cost methods of accounting. When assessing the determination of the primary beneficiary, we consider all relevant facts and circumstances, including: the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE.

During 2011, we acquired a minority ownership interest in an entity that is accounted for as an unconsolidated equity investment. This entity is deemed to be a VIE since the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support. However, we are not the primary beneficiary because we do not have (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, or (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. As a result, this entity is not consolidated in our results.

Significant Nonstrategic Timberland Transactions

In March 2005, Soterra LLC (a wholly owned subsidiary) entered into two real estate purchase and sale agreements with Plum Creek Timberlands, L.P. (“Plum Creek”) to sell approximately 56,000 acres of timberland and related assets located primarily in Florida for an aggregate sales price of approximately $90 million, subject to closing adjustments. In connection with the closing of one of these agreements, Soterra LLC sold approximately 35,000 acres of timberland and associated assets in Florida, Georgia and Alabama for $51.0 million. The purchase price was paid in the form of cash and a $50.9 million purchase note payable (the “Purchase Note”) by an indirect subsidiary of Plum Creek (the “Buyer SPE”). Soterra LLC contributed the Purchase Note to STA Timber LLC (“STA Timber”), one of our indirect wholly owned subsidiaries. The Purchase Note is secured by a Deed of Guarantee issued by Bank of America, N.A., London Branch, in an amount not to exceed $52.3 million (the “Deed of Guarantee”), as a guarantee of the due and punctual payment of principal and interest on the Purchase Note.

The Buyer SPE is deemed to be a VIE since the Buyer SPE is not able to satisfy its liabilities without financing support from us. While Buyer SPE is a separate and distinct legal entity from us, we are the primary beneficiary because we have (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. As a result, Buyer SPE has been consolidated into our operations.

Flexible Products Joint Venture

In 2010 Greif, Inc. and its indirect subsidiary Greif International Holding Supra C.V. (“Greif Supra”) formed a joint venture (referred to herein as the “Flexible Products JV”) with Dabbagh Group Holding Company Limited and its subsidiary National Scientific Company Limited (“NSC”). The Flexible Products JV owns the operations in the Flexible Products & Services segment, with the exception of the North American multi-wall bag business. The Flexible Products JV has been consolidated into our operations as of its formation date of September 29, 2010.

All entities contributed to the Flexible Products JV were existing businesses acquired by a subsidiary of Greif, Inc. and were reorganized under Greif Flexibles Asset Holding B.V. and Greif Flexibles Trading Holding B.V. (“Asset Co.” and “Trading Co.”), respectively. We have 51 percent ownership in Trading Co. and 49 percent ownership in Asset Co. However, Greif Supra and NSC have equal economic interests in the Flexible Products JV, notwithstanding the actual ownership interests in the various legal entities. All investments, loans and capital contributions are to be shared equally by Greif Supra and NSC and each partner has committed to contribute capital of up to $150 million and obtain third party financing for up to $150 million as required.

The Flexible Products JV is deemed to be a VIE since the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support from us. We are the primary beneficiary because we have (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

As of April 30, 2012, Asset Co. had outstanding advances to NSC for $13.2 million which are being used to fund certain costs incurred in Saudi Arabia in respect of the fabric hub being constructed and equipped there. These advances are recorded within the current portion related party notes and advances receivable on our consolidated balance sheet since they are expected to be repaid within the next twelve months. As of April 30, 2012, Asset Co. and Trading Co. held short term loans payable to NSC for $7.5 million recorded within short-term borrowings on our consolidated balance sheet. These loans are interest bearing and are used to fund certain operational requirements. Subsequent to April 30, 2012, the outstanding advances were repaid in full.

Non-United States Accounts Receivable VIE

As further described in Note 3 to the Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q, Cooperage Receivables Finance B.V. is a party to the European RPA. Cooperage Receivables Finance B.V. is deemed to be a VIE since this entity is not able to satisfy its liabilities without the financial support from us. While this entity is a separate and distinct legal entity from us and no ownership interest in Cooperage Receivables Finance B.V. is held by us, we are the primary beneficiary because we have (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE. As a result, Cooperage Receivables Finance B.V. has been consolidated into our operations.

RECENT ACCOUNTING STANDARDS

Newly Adopted Accounting Standards

As of November 1, 2011 we adopted Accounting Standards Update (“ASU”) 2010-29 “Business Combinations: Disclosure of supplementary pro forma information for business combinations”. The amendment to ASC 805 “Business Combinations” requires a public entity to disclose pro forma information for business combinations that occurred in the current reporting period. The disclosures include pro forma revenue and earnings of the combined entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period. If comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period. The adoption of the new guidance did not impact our financial position, results of operations or cash flows, other than the related disclosures.

As of February 1, 2012 we adopted ASU 2011-04 “Fair Value Measurement: Amendments to achieve common fair value measurements and disclosure requirements in U.S. GAAP and IFRS”. The amendment to ASC 820 “Fair Value Measurement” clarifies how to apply the existing fair value measurement and disclosure requirements. The adoption of the new guidance did not impact our financial position, results of operations or cash flows, other than the related disclosures.

Recently Issued Accounting Standards

Effective July 1, 2009, changes to the ASC are communicated through an ASU. As of April 30, 2012, the FASB has issued ASU’s 2009-01 through 2011-12. We have reviewed each ASU and determined that each ASU applicable to us will not have a material impact on our financial position, results of operations or cash flows, other than the related disclosures.

In June 2011, the FASB issued ASU 2011-05 “Comprehensive Income: Presentation of comprehensive income.” The amendment to ASC 220 “Comprehensive Income” requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income and the total of comprehensive income. In December 2011, the FASB issued ASU 2011-12 “Comprehensive Income: Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” This amendment to ASC 220 “Comprehensive Income” will defer the adoption of presentation of reclassification items out of accumulated other comprehensive income until November 1, 2012. We are expected to adopt the new guidance beginning November 1, 2012, and the adoption of the new guidance is not expected to impact our financial position, results of operations or cash flows, other than the related disclosures.

In September 2011, the FASB issued ASU 2011-08 “Intangibles—Goodwill and Other: Testing Goodwill for Impairment” which provides an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test for goodwill impairment. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. However, an entity can choose to early adopt even if its annual test date is before the issuance of the final standard, provided that the entity has not yet performed its 2011 annual impairment test or issued its financial statements. We will consider the applicability of the new guidance beginning November 1, 2012, and the adoption of the new guidance is not expected to impact our financial position, results of operations or cash flows, other than related disclosures.

In December 2011, the FASB issued ASU 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities.” The differences in the offsetting requirements in GAAP and International Financial Reporting Standards (“IFRS”) account for a significant difference in the amounts presented in statements of financial position prepared in accordance with GAAP and in the amounts presented in those statements prepared in accordance with IFRS for certain institutions. This difference reduces the comparability of statements of financial position. The FASB and IASB are issuing joint requirements that will enhance current disclosures. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. We expect to adopt the new guidance beginning on November 1, 2014, and the adoption of the new guidance is not expected to impact our financial position, results of operations or cash flows, other than the related disclosures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

There has not been a significant change in the quantitative and qualitative disclosures about our market risk from the disclosures contained in the 2011 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

With the participation of our principal executive officer and principal financial officer, our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report:

•

Information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission;

•

Information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; and

•

Our disclosure controls and procedures are effective.

There has been no change in our internal controls over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in the 2011 Form 10-K under Part I, Item 1A –– Risk Factors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Class A Common Stock


Period	Total Number of Shares Purchased		Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs (1)
November 2011		—			—	816,728
December 2011		—			—	816,728
January 2012		—			—	816,728
February 2012		—			—	816,728
March 2012		—			—	816,728
April 2012		—			—	815,728

Issuer Purchases of Class B Common Stock


Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs (1)
November 2011		—				—	816,728
December 2011		—				—	816,728
January 2012		—				—	816,728
February 2012		—				—	816,728
March 2012		—				—	816,728
April 2012		1,000	$	57.17		1,000	815,728

(1)

Our Board of Directors has authorized a stock repurchase program which permits us to purchase up to 4.0 million shares of our Class A Common Stock or Class B Common Stock, or any combination thereof. As of April 30, 2012, the maximum number of shares that may yet be purchased was 815,728 shares, which may be any combination of Class A Common Stock or Class B Common Stock.

ITEM 6. EXHIBITS

(a.) Exhibits


Exhibit No.		Description of Exhibit
10.1		Master Definitions Agreement dated as of April 27, 2012, by and among Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., Nieuw Amsterdam Receivables Corporation, Cooperage Receivables Finance B.V., Stichting Cooperage Receivables Finance Holding, Greif Coordination Center BVBA, Greif, Inc., the Originators as described therein and Trust International Management (T.I.M.) B.V. (Master Definitions Agreement provides definitions for agreements listed as Exhibits 10.2, 10.3 and 10.4)

10.2		Performance and Indemnity Agreement dated as of April 27, 2012, by and among Greif, Inc., as Performance Indemnity Provider, Cooperage Receivables Finance B.V., as Main SPV, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., as Italian Intermediary, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch, as Committed Purchaser, Facility Agent and Funding Administrator

10.3		Nieuw Amsterdam Receivables Purchase Agreement dated as of April 27, 2012, by and among Cooperage Receivables Finance B.V., as Main SPV, Nieuw Amsterdam Receivables Corporation, as Conduit Purchaser, Greif Coordination Center BVBA, as Master Servicer, Onward Seller and Originator Agent, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., as Italian Intermediary, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch, as Committed Purchaser, Facility Agent and Funding Administrator

10.4		Subordinated Loan Agreement dated as of April 27, 2012, by and among Cooperage Receivables Finance B.V., as Main SPV, Greif Coordination Center BVBA, as Subordinated Lender, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch, as Facility Agent, Funding Administrator and Main SPV Administrator

31.1		Certification of Chief Executive Officer Pursuant to Rule 13a –– 14(a) of the Securities Exchange Act of 1934.

31.2		Certification of Chief Financial Officer Pursuant to Rule 13a –– 14(a) of the Securities Exchange Act of 1934.

32.1		Certification of Chief Executive Officer required by Rule 13a –– 14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.

32.2		Certification of Chief Financial Officer required by Rule 13a –– 14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.

101		The following financial statements from the Company’s Annual Report on Form 10-Q for the quarter ended April 30, 2012, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flow and (iv) Notes to Consolidated Financial Statements. (1)

(1)

The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

Exhibit 10.1

MASTER DEFINITIONS AGREEMENT

27 APRIL 2012

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

(TRADING AS RABOBANK INTERNATIONAL) LONDON BRANCH

and

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

and

NIEUW AMSTERDAM RECEIVABLES CORPORATION

and

COOPERAGE RECEIVABLES FINANCE B.V.

and

STICHTING COOPERAGE RECEIVABLES FINANCE HOLDING

and

GREIF COORDINATION CENTER BVBA

and

GREIF, INC.

and

THE ORIGINATORS AS DESCRIBED HEREIN

and

TRUST INTERNATIONAL MANAGEMENT (T.I.M.) B.V

LOGO

Allen & Overy LLP

CONTENTS


Clause	Page
1. Definitions and Interpretation		4
2. Further Assurance		45
3. No Reliance		45
4. No Rescission or Nullification		45
5. Breach of Duty		45
6. Facility Party to Transaction Documents		45
7. Change of Transaction Party		46
8. Restriction on Enforcement of Security, Non-Petition and Limited Recourse		48
9. Provisions Relating to the Security Agreement		48
10. No Obligations in certain circumstances		49
11. Confidentiality		50
12. Calculations and Payments		51
13. Value Added Tax		51
14. Withholding Taxes		52
15. Stamp Duty		52
16. Notices		53
17. Variation of Transaction Documents		53
18. Partial Invalidity		54
19. Entire Agreement		54
20. Multiple Capacities		54
21. Inconsistency		54
22. Services Non-Exclusive		54
23. Exercise of Rights and Remedies		54
24. Assignment and Subcontracting		55
25. Governing Law and Jurisdiction		55

Signatories		57

Schedule

1. Originators		59
2. Notice Details		60
3. Eligibility Criteria		63
4. Conditions precedent		66
Part 1 Initial Condition Precedent		66
Part 2 Continuing Conditions Precedent		67
5. Overview of law applicable to contracts		69
6. Key Accounts and Transfer Requirements		69

This MASTER DEFINITIONS AGREEMENT is made on 27 April 2012

BETWEEN :

(1)

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (TRADING AS RABOBANK INTERNATIONAL), LONDON BRANCH , a cooperative with limited liability ( coöperatie met beperkte aansprakelijkheid ) incorporated under the laws of The Netherlands, having its corporate seat ( statutaire zetel ) in Amsterdam, the Netherlands and its registered office at Croeselaan 18, 3521 CB Utrecht, The Netherlands acting through its office at Thames Court, One Queenhithe, London, EC4V 3RL, the United Kingdom, acting in its capacity as facility agent, funding administrator, committed purchaser, Main SPV account bank and Main SPV administrator (the Facility Agent , Funding Administrator, Committed Purchaser , Main SPV Account Bank and Main SPV Administator );

(2)

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A ., a cooperative with limited liability ( coöperatie met beperkte aansprakelijkheid ) incorporated under the laws of The Netherlands, having its corporate seat ( statutaire zetel ) in Amsterdam, the Netherlands and its registered office at Croeselaan 18, 3521 CB Utrecht, The Netherlands acting in its capacity as Italian intermediary (the Italian Intermediary );

(3)

NIEUW AMSTERDAM RECEIVABLES CORPORATION, a corporation organised under the laws of the State of Delaware, having its registered office at c/o Global Securitization Services, LLC, 68 South Service Road, Suite 120, Melville, New York 11747, U.S.A., acting as conduit purchaser (the Conduit Purchaser );

(4)

COOPERAGE RECEIVABLES FINANCE B.V. , a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), incorporated under the laws of The Netherlands having its corporate seat ( statutaire zetel ) in Amsterdam, The Netherlands and its registered office at Naritaweg 165, 1043 BW Amsterdam, The Netherlands acting as main SPV (the Main SPV );

(5)

STICHTING COOPERAGE RECEIVABLES FINANCE HOLDING , a foundation ( stichting ) established under the laws of The Netherlands having its statutory seat ( statutaire zetel ) in Amsterdam, The Netherlands and its registered office at Naritaweg 165 Telestone 8, 1043 BW Amsterdam, The Netherlands in its capacity as Shareholder ;

(6)

GREIF COORDINATION CENTER BVBA , a company incorporated under Belgian law, registered with the register of legal entities ( RPM/RPR ) under the number 0438.202.052, Commercial Court of Antwerp, Belgium, whose registered office is at Beukenlei 24, 2960 Brecht, Belgium acting in its capacity as subordinated lender, onward seller, originator agent and servicer ( Greif CC , Subordinated Lender , Belgian Intermediary , Originator Agent and Servicer ); and

(7)	GREIF, INC. , a corporation incorporated under the laws of the state of Delaware whose registered office is 425 Winter Road, Delaware, Ohio 43015, United States of America acting as performance indemnity provider (the Performance Indemnity Provider );

(8)	The entities set out in Schedule 1 (the Originators ); and

(9)

TRUST INTERNATIONAL MANAGEMENT (T.I.M.) B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of The Netherlands having its corporate seat ( statutaire zetel ) in Amsterdam, The Netherlands and its registered office at Naritaweg 165 Telestone 8, 1043 BW Amsterdam, The Netherlands in its capacity as Main SPV’s Director and Shareholder’s Director.

WHEREAS :

(A)	The Greif Group has initiated a trade receivables securitisation programme with Rabobank International pursuant to which:

(i)

each Originator will sell, assign and transfer Receivables to an Intermediary in accordance with the relevant Originator Receivables Purchase Agreement;

(ii)

each Intermediary will onsell, assign and transfer those Receivables acquired by it to the Main SPV in accordance with the relevant Intermediary Receivables Purchase Agreement; and

(iii)

the Main SPV will onsell, assign and (if required by the Funding Purchasers) transfer those Receivables acquired by it to a Funding Purchaser in accordance with the Nieuw Amsterdam Receivables Purchase Agreement.

(B)	In connection with the Programme, the parties have agreed that certain definitions and common provisions in the Transaction Documents will be set out in this master definitions agreement.

1.	DEFINITIONS AND INTERPRETATION

1.1	Definitions

The parties hereto agree that this is the Master Definitions Agreement for the purposes of the Transaction Documents, and that the following expressions have the following meanings in the Transaction Documents, unless the context otherwise requires:

Adjusted Net Receivables Balance means the Net Receivables Balance less the Unpaid Balance of such Eligible Receivables as will ensure that:

(a)

the weighted average term of Eligible Receivables included in the Net Receivables Balance is less than 90 days; and

(b)

the aggregate nominal amount of Eligible Receivables included in the Net Receivables Balance which are the subject of any set-off exercised by a Debtor does not at any time exceed 2% of the Net Receivables Balance.

Administration Agreement means the administration agreement dated on or about the date of this Agreement between the Main SPV, the Facility Agent, the Main SPV Account Bank and the Main SPV Administrator;

Adverse Claim means any ownership interest, charge, encumbrance, proprietary or security interest, right of retention, retention of title, lien or privilege or other right or claim in, over or on any person’s assets or properties in favour of any other person (but excluding the rights of a Debtor under any Contract in respect of the use or possession of goods the subject of such Contract and the rights and interests of the Main SPV, the Funding Administrator, the Funding Purchasers and the Facility Agent under the Transaction Documents);

Aggregate DPP means the aggregate of all Deferred Purchase Price amounts payable by the Funding Purchasers to the Main SPV with respect to the Purchased Receivables;

Aggregate Invested Amount means, on any date of determination, the aggregate outstanding Invested Amounts (expressed in Base Currency) in respect of the Investments (and all Tranches thereof) under the Nieuw Amsterdam Receivables Purchase Agreement;

Aggregate Outstanding Amount means, at any time, the aggregate of the Nominal Amounts of all outstanding Purchased Receivables under the Nieuw Amsterdam Receivables Purchase Agreement;

Alternate Rate means, for any Tranche during any Tranche Period, a rate per annum equal to the sum of the Applicable Margin in respect of a Eurocurrency Tranche plus the Eurocurrency Rate for such Tranche Period;

Applicable Conversion Rate means, for the purpose of conversion on any day on which such conversion is required to be made pursuant to any Transaction Document of any amount denominated in an Approved Currency other than the Base Currency into the Base Currency, the spot rate of exchange as displayed on the appropriate page of the Reuters Screen or Bloomberg Screen, equal to the mid closing rates released on the immediately preceding Business Day as determined by the Funding Administrator on the day on which any such calculation is to be made pursuant to such Transaction Document;

Applicable Margin means (i) in respect of a CP Rate, 1.30 per cent. per annum; and (ii) in respect of a Eurocurrency Tranche 1.65 per cent. per annum;

Approved Currency means EUR, NOK, SEK, DKK and GBP;

Approved Jurisdiction means Belgium, Denmark, England and Wales, Finland, France, Germany, Italy, The Netherlands, Norway, Portugal, Republic of Ireland, Spain, Sweden and Switzerland;

Assignment and Acceptance means an assignment and acceptance agreement entered into by the Main SPV, an Eligible Assignee and the Facility Agent pursuant to which such Eligible Assignee may become a party to the Nieuw Amsterdam Receivables Purchase Agreement;

Attributable Debt means as of the date of determination thereof, without duplication, (a) in connection with a Sale and Leaseback Transaction, the net present value (discounted according to GAAP at the cost of debt implied in the lease) of the obligations of the lessee for rental payments during the then remaining term of any applicable lease and (b) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product to which such Person is a party, where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP;

Available Collections means, in respect of a Purchased Receivable, an amount in the Approved Currency in which such Purchased Receivable is denominated equal to the aggregate of (i) any Collections credited to the Master Collection Account which have not been reinvested or transferred to the Main SPV Operating Account, and (ii) any other Collections in such Approved Currency due and payable by the relevant Originator to an Intermediary Purchaser and/or by such Intermediary Purchaser to the Main SPV, as applicable (including, for the avoidance of doubt, any cash payments due in connection with Deemed Collections) in each case, allocated to that Purchased Receivable in accordance with the Cleared Invoice Allocation;

Backup Servicer means the Person appointed by the Main SPV, the Funding Administrator and the Facility Agent as backup servicer in accordance with the terms of the Servicing Agreement;

Belgian Collection Bank Account Pledge Agreement means the bank account pledge agreement dated on or about the Closing Date between Greif CC as pledgor and the Main SPV as pledge and creating, inter alia , a right of pledge of over the Belgian Master Collection Account;

Belgian Master Collection Account means the master collection account held by Greif CC set out in Schedule 1 to the Servicing Agreement;

Base Currency means euro;

Belgian Intermediary means Greif CC in its capacity as purchaser under the Greif CC Receivables Purchase Agreement;

Belgian Originators means the Originators that are located in Belgium as set out in Schedule 1, and Belgian Originator means any of them as the context may require;

Belgian Receivables means the Receivables originated by a Belgian Originator and governed by Belgian law;

Beneficial Owner shall have the meaning assigned thereto in Rule 13d-3 of the SEC under the Exchange Act as in effect on the date hereof;

Bloomberg Screen means a page of the Bloomberg service or of any other medium for the electronic display of data as may be previously approved in writing by the Funding Administrator and the Main SPV;

Business Day or business day means:

(a)

in relation to the delivery of a notice or report under the Transaction Documents, a day other than a Saturday, Sunday or public holiday in either the country from which the notice or report is being sent or the country to which the notice or report is being delivered; and

(b)

for any other purpose, a day (other than Saturday or Sunday) on which banks are open for business in The Netherlands and Belgium, and

(i)

in relation to any date for payment or purchase of a currency other than the Base Currency, a day (other than Saturday or Sunday) on which banks are open for business in the principal financial centre of the country of that currency; or

(ii)

in relation to any date for payment in the Base Currency, the purchase of the Base Currency, or any conversion into or from the Base Currency, any day on which the TARGET2 System (or any successor thereto) is operating credit or transfer instructions in respect of payments in Euro;

Capitalized Lease means, at the time any determination thereof is to be made, any lease of property, real or personal, in respect of which the present value of the minimum rental commitment is capitalized on the balance sheet of the lessee in accordance with GAAP;

Capitalized Lease Obligation means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease which would at such time be so required to be capitalized on the balance sheet of the lessee in accordance with GAAP;

CET means Central European Time;

Change in Law means:

(a)

the adoption of any Law after the date of this Master Definitions Agreement;

(b)

any change in the Requirement of Law or in the interpretation, application or implementation thereof after the date of this Master Definitions Agreement; or

(c)

compliance by any Funding Purchaser, by any lending office of such Funding Purchaser or by such Funding Purchaser’s holding company, if any, with any request, guideline or directive (whether or not having the force of law) of any Official Body made or issued after the date of the Master Definitions Agreement;

Change of Control means:

(a)

in respect of Main SPV, the failure of the Shareholder to own, free and clear of any Adverse Claim and on a fully diluted basis, 100% of the outstanding shares of Voting Stock of Main SPV; and

(b)

in respect of any Greif Transaction Party (other than the Performance Indemnity Provider):

(A)

the Performance Indemnity Provider ceases for any reason to have the power, directly or indirectly, to direct or cause the direction of the management or policies of such Greif Transaction Party, whether through the ownership of Voting Stock, by contract, or otherwise; or

(B)

the Performance Indemnity Provider ceases for any reason to have the right, directly or indirectly, to elect all or the majority of the board of directors (or other Persons performing similar functions) of that Greif Transaction Party; or

(C)

the acquisition of, or otherwise obtaining control of, by any Person or group, (including any group acting for the purpose of acquiring, holding or disposing of securities, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination), of 50% or more of the total voting power of its Voting Stock then outstanding other than in circumstances where following such acquisition, the Performance Indemnity Provider directly or indirectly owns or controls 100% of the total voting power of such Greif Transaction Party’s Voting Stock; and

(c)

in respect of the Performance Indemnity Provider:

(A)

any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) (other than the Permitted Investors) is or becomes (as a result of the acquisition or issuance of securities, by merger or otherwise) the Beneficial Owner, directly or indirectly, of more than 35% of the voting power with respect to the election of directors of all then outstanding voting Equity Interests of the Performance Indemnity Provider (other than as a result of a public primary registered equity offering by the Performance Indemnity Provider of new shares issued by the Performance Indemnity Provider in such offering), whether as a result of the issuance of securities of the Performance Indemnity Provider, any merger, consolidation, liquidation or dissolution of the Performance Indemnity Provider, any direct or indirect transfer of securities by the Permitted Investors or otherwise (for purposes of this clause (A), the Permitted Investors will be deemed to beneficially own any voting Equity Interests of a specified corporation held by a parent corporation so long as the Permitted Investors beneficially own, directly or indirectly, in the aggregate a majority of the total voting power of the voting Equity Interests of such parent corporation);

(B)

during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the board of directors of the Performance Indemnity Provider (together with any new directors whose election or appointment by such board or whose nomination for election by the stockholders of the Performance Indemnity Provider was approved by a vote of not less than a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of the Performance Indemnity Provider then in office; or

(C)

the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the assets of the Performance Indemnity Provider and its Subsidiaries (other than Soterra LLC), considered as a whole (other than a disposition of such assets as an entirety or virtually as an entirety to a wholly owned Subsidiary or one or more Permitted Investors or a Person of which one or more of the Permitted Investors own more than 50% of the voting power) shall have occurred, or the Performance Indemnity Provider merges, consolidates or amalgamates with or into any other Person (other than one or more Permitted Investors; provided that the Performance Indemnity Provider is the surviving entity) or any other Person (other than one or more Permitted Investors or a Person of which one or more of the Permitted Investors own more than 50% of the voting power; and provided, further, that the Performance Indemnity Provider is the surviving entity) merges, consolidates or amalgamates with or into the Performance Indemnity Provider, in any such event pursuant to a transaction in which the outstanding voting Equity Interests of the Performance Indemnity Provider are reclassified into or exchanged for cash, securities or other property, other than any such transaction where: (i) the outstanding voting Equity Interests of the Performance Indemnity Provider are reclassified into or exchanged for other voting Equity Interests of the Performance Indemnity Provider or for voting Equity Interests of the surviving corporation, and (ii) the holders of the voting Equity Interests of the Performance Indemnity Provider immediately prior to such transaction own, directly or indirectly, not less than a majority of the voting Equity Interests of the Performance Indemnity Provider or the surviving corporation immediately after such transaction and in substantially the same proportion as before the transaction.

CIBOR means:

(a)

the applicable Screen Rate; or

(b)

(if no Screen Rate is available for DKK) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Funding Administrator at its request quoted by the Reference Banks to leading banks in the Relevant Interbank Market, at 11:00 a.m. London time on the relevant date for offering deposits in DKK for one month,

and, if any such rate is below zero, CIBOR will be deemed to be zero;

Cleared Invoice Allocation means, in respect of the allocation of Collections, the allocation of funds received in respect of the Purchased Receivables from the relevant Debtors depending on the method of payment as follows:

(a)

in the case of bank transfers, if an automatic allocation to the relevant invoice can be made, Collections are allocated automatically to the relevant invoice on the date of upload of the bank statement corresponding to the date of receipt;

(b)

in the case of bank transfers, if an automatic allocation to the relevant invoice cannot be made, Collections are allocated on the date on which the manual allocation to the relevant invoice has been completed; and

(c)

in the case of Instruments of Debt that are cheques, bills of exchange and promissory notes received by the credit department of any of the Originators, Belgian Intermediary or the Master Servicer, Collections are allocated on the date on which such Instrument of Debt is delivered to the relevant bank;

Closing Date means 30 April 2012;

Collection means, with respect to a Purchased Receivable, all amounts received in respect of such Purchased Receivable (including any amount allocable to the VAT portion of such Receivable) including the following:

(a)

cash collections (where relevant including principal, interest, late payment and similar charges);

(b)

all other cash proceeds (including proceeds of the enforcement of Related Rights) with respect to such Purchased Receivable;

(c)

all Instruments of Debt;

(d)

all other amounts received or recovered in respect of such Purchased Receivable whether as a result of any claim, resale, redemption, other disposal or enforcement of any claim or judgment relating thereto or otherwise;

(e)

the amount of any Deemed Collections (for the avoidance of doubt including any Dilutions) in respect of such Purchased Receivable; and

(f)

all recoveries of VAT from any relevant tax authority relating to any Defaulted Receivable;

Collection Accounts means, in relation to each Originator, the accounts and the account banks where such accounts are held, each as set out in a schedule provided by the Master Servicer to Main SPV and the Funding Purchasers on the Closing Date and, in relation to the Master Servicer, the Master Collection Accounts;

Collection Account Pledge Agreements means the Belgian Collection Account Pledge Agreement, the Danish Collection Account Pledge Agreement and the English Collection Account Pledge Agreement;

Commercial Paper means commercial paper, money markets notes and other short term promissory notes issued by the Conduit Purchaser;

Commitment means, with respect to the Committed Purchaser:

(1)

during the Revolving Period:

(a)

EUR 145,000,000 for each Investment Date occurring in the months of April through to November of each year; and

(b)

EUR 125,000,000 for each Investment Date occurring in the months of December through to March of each year,

as such amount may be reduced or increased by any Assignment and Acceptance entered into by the Committed Purchaser in accordance with the terms of the Nieuw Amsterdam Receivables Purchase Agreement; and

(2)

after the Revolving Period ends, zero.

Committed Purchaser means Rabobank International, London Branch;

Common Terms means the provisions set out in Clauses 2 to 25 of this Agreement;

Concentration Limits means

(a)

the Maximum Debtor Limit;

(b)

the Maximum Jurisdiction Limit; and

(c)

a 10 per cent. limit on aggregate Eligible Receivables included in the Net Receivables Balance with original terms greater than 180 days but less than or equal to 365 days,

and Concentration Limit means any of them as the context may require;

Concentration Jurisdiction means France, Italy, the Netherlands, England and Wales, Belgium, Spain, Germany, Sweden, Switzerland, Portugal, Denmark, Finland, Norway and the Republic Ireland;

Conditions Precedent means the Initial Conditions Precedent and the Ongoing Conditions Precedent;

Conduit Assignee means, with respect to any assignment by a Conduit Purchaser, any Person that:

(a)

finances itself, directly or indirectly, through commercial paper, money market notes, promissory notes or other senior indebtedness;

(b)

is managed or administered by the Funding Administrator with respect to the Conduit Purchaser or any affiliate of the Funding Administrator;

(c)

is designated by the Funding Administrator to accept an assignment from the Conduit Purchaser of such Conduit Purchaser’s rights and obligations pursuant to Clause 26 of the Nieuw Amsterdam Receivables Purchase Agreement; and

(d)

has a short-term debt rating of at least A-1 by S&P and P-1 by Moody’s;

Conduit Funding Document means any and all funding documents entered into by the Conduit Purchaser in connection with its Commercial Paper programme, including, for the avoidance of doubt, the Liquidity Facility Agreement;

Conduit Purchaser means Nieuw Amsterdam in its capacity as conduit purchaser under the Nieuw Amsterdam Receivables Purchase Agreement;

Conduit Support Agreement means any and all agreements entered into by a Conduit Support Provider providing for:

(a)

the issuance of one or more letters of credit for the account of the Conduit Purchaser;

(b)

the issuance of one or more surety bonds for which the Conduit Purchaser is obligated to reimburse the applicable Conduit Support Provider for any drawings thereunder;

(c)

the sale by the Conduit Purchaser to any Conduit Support Provider of the Investments funded by the Conduit Purchaser (or portions or participations therein);

(d)

the making of loans (including liquidity loans) and/or other extensions of credit to the Conduit Purchaser; and/or

(e)

any other analogous agreement or instrument as may be entered into from time to time by the Conduit Purchaser,

in each case in connection with the Conduit Purchaser’s Commercial Paper programme, together with any letter of credit, surety bond, swap or other instrument issued thereunder;

Conduit Support Provider means with respect to the Conduit Purchaser, any person now or hereafter extending credit, or having a commitment to extend credit (including any liquidity facility) to or for the account of, or to make purchases from, the Conduit Purchaser or issuing a letter of credit, surety bond, swap or other instrument to support any obligations arising under or in connection with the Conduit Purchaser’s Commercial Paper programme;

Contract means each purchase order or supply agreement or contract pursuant to which an Originator supplies goods and/or services to a Debtor and which gives rise to a Receivable;

Contractual Dilution means, with respect to any Receivable, any reduction, cancellation or adjustment in the Unpaid Balance of such Receivable as a result of volume rebates, volume discounts or early payment discounts, in each case, arising pursuant to the Contract related to such Receivable;

CP Rate means, for any Tranche Period for any Tranche (including a Tranche financed by the Committed Purchaser), which the Conduit Purchaser has financed or refinanced, (i) directly through the issuance of Commercial Paper corresponding to such Tranche, or (ii) indirectly through the issuance of Commercial Paper, part of the proceeds of which is allocated by the Funding Administrator to fund or maintain such Tranche, the per annum rate equivalent to the weighted average cost (as determined by the Funding Administrator), and which shall include (without duplication) the fees and commissions of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by the Conduit Purchaser, costs associated with funding and maintaining any Currency Hedge Agreement and Invested Amounts denominated in a currency other than the currency of such Commercial Paper, other borrowings by the Conduit Purchaser and any other costs and expenses associated with the issuance of Commercial Paper directly to fund or maintain such Tranche or related to the issuance of Commercial Paper (part of the proceeds of which are allocated to fund or maintain such Tranche) that are, in either case, allocated, in whole or in part, by the Conduit Purchaser or the Funding Administrator to fund or maintain such Tranche; provided that if any component of any such rate is a discount rate, in calculating the CP Rate for such Tranche for such Tranche Period, the Funding Administrator shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum;

Credit and Collection Policies means the credit and collection policies of each of the Originators as attached to each of the Receivables Purchase Agreements, and Credit and Collection Policy means any one of them as the context may require;

Cross Default means

(a)

any Financial Indebtedness of any member of the Greif Group which is a Greif Transaction Party is not paid when due nor within any originally applicable grace period;

(b)

any Financial Indebtedness of any member of the Greif Group which is a Greif Transaction Party is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an actual or potential default or event of default or credit review event or any similar event (however described);

(c)

any member of the Greif Group which is a Greif Transaction Party fails to pay any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised;

(d)

any creditor of any member of the Greif Transaction Party becomes and remains entitled to declare any Financial Indebtedness of any member of the Greif Group which is a Greif Transaction Party due and payable prior to its specified maturity as a result of an actual or potential default or event of default or credit review event or any similar event (however described),

provided that no Cross Default Event will occur if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than USD 50,000,000 (or its equivalent in any other Approved Currency as reasonably determined by the Funding Administrator);

Currency Hedge Agreement means a currency swap or exchange agreement (including any spot or forward currency exchange agreement) or any other similar arrangement, however denominated, entered into by or on behalf of the Committed Purchaser and/or the Conduit Purchaser for hedging purposes, as any of the foregoing may be amended, restated, supplemented or otherwise modified from time to time;

Cut-off Date means the last day of each month;

Danish Collection Account Pledge Agreement means, if executed, any bank account pledge agreement between Greif CC as pledgor and the Main SPV as pledgee and creating, inter alia , a right of over the Danish Master Collection Account;

Danish Master Collection Account means the master collection account held by Greif CC with Danske Bank A/S set out in Schedule 1 to the Servicing Agreement;

Data Period means each period from (and excluding) a Cut-off Date and ending on (and including) the next Cut-off Date;

Days Sales Outstanding means:

(a)

the Nominal Amount of Eligible Purchased Receivables originated during the current month;

(b)

divided by the outcome of

(i)

the aggregate Nominal Amount of all Purchased Receivables originated over the prior 12 months;

(ii)

divided by 12;

(c)

multiplied by 30.

Debtor means a legal person set out in the records of the relevant Originator as being obliged to make payment for the provision of goods or services evidenced by a Contract for which an invoice has been issued (or, if different, the person so obliged) and includes any person obliged to make payment under or in connection with any Related Rights;

Debtor Notification means a notice of assignment delivered to a Debtor in accordance with the provisions of the relevant Receivables Purchase Agreement, as applicable upon the occurrence of a Debtor Notification Event, where relevant given in accordance with the requirements set out in relevant Transaction Document;

Debtor Notification Event means (i) the occurrence and continuation of a Termination Event (other than an Expiration Termination Event), or (ii) the existence or introduction of any Requirement of Law affecting the validity or enforceability of the assignment of any Purchased Receivable against the relevant Debtor;

Deemed Collection means, in respect of a Purchased Receivable, a collection which will be deemed to have been received by the relevant Originator, any Intermediary or Main SPV, and be payable to either the relevant Intermediary or the Main SPV or the Funding Administrator (as the case may be) under the relevant Originator Receivables Purchase Agreement, the relevant Intermediary Receivables Purchase Agreement or the Nieuw Amsterdam Receivables Purchase Agreement in the relevant Approved Currency or converted into the relevant Approved Currency at the Applicable Conversion Rate in the amount specified below less any Collections (excluding, for the avoidance of doubt, the relevant Deemed Collection) received by the Main SPV into the Main SPV Operating Account, if:

(a)

any representation or warranty in respect of such Purchased Receivable proves to have been not true or incorrect when made;

(b)

such Purchased Receivable was purchased by the Main SPV but proves to have been an Excluded Receivable as at the Purchase Date;

(c)

such Purchased Receivable was purchased by the Main SPV although the Conditions Precedent were not fulfilled (and have not been waived) on the Purchase Date;

(d)

such Purchased Receivable becomes a Disputed Receivable;

(e)

the relevant Originator or the Master Servicer grants a time extension, modifies the Purchased Receivable or otherwise affects the collectability of such Purchased Receivable other than in accordance with the Credit and Collection Policies, the Originator Receivables Purchase Agreements and the Servicing Agreement;

(f)

the Nominal Amount of such Purchased Receivable is reduced by reason of any Dilution;

(g)

any Related Rights relating to such Purchased Receivable have to be or are sold or otherwise enforced by the Master Servicer and the Debtor or another third party is entitled to all or parts of the proceeds of such enforcement;

(h)

the sale and assignment for such Purchased Receivable has not been made in accordance with the terms of the relevant Originator Receivables Purchase Agreements or Intermediary Receivables Purchase Agreement; or

(i)

any Collection in respect of any Purchased Receivable is made by way of an Instrument of Debt and such Instrument of Debt is discounted upon its presentation,

the amount of such Deemed Collection being, in the case of paragraphs (a), (b), (c), (e) and (h) above, the Nominal Amount of such Purchased Receivable, or, in the case of paragraphs (d), (f), (g) or (i) above, the amount by which the Nominal Amount of such Purchased Receivable has been reduced due to the circumstances described in such paragraphs, and provided that any other amount that is designated as a Deemed Collection under the Transaction Documents shall also constitute a Deemed Collection for the purposes of this definition;

Deferred Purchase Price has the meaning given to it in Clause 5.1 of the Nieuw Amsterdam Receivables Purchase Agreement;

Default Rate means for any Tranche during a Tranche Period, a rate per annum equal to 1.65 per cent. plus the Eurocurrency Rate for such Tranche Period;

Default Ratio means (i) the Nominal Amount of the Eligible Receivables which have been written off or which are between 91-120 days overdue divided by (ii) the Nominal Amount of Purchased Receivables originated in the calendar month that occurred 6 months previously;

Defaulted Receivables means a Receivable: (a) that is more than 91 days overdue or (b) which, in accordance with the applicable Credit and Collection Policies, has been written off as uncollectable, if earlier;

Delinquency Ratio means (i) the Nominal Amount of the Eligible Receivables which are between 61-90 days overdue divided by (ii) the Nominal Amount of Purchased Receivables originated in the calendar month occurring 5 months previously;

Delinquent Debtor means a Debtor who, together with its affiliates, is the debtor of Delinquent Receivables or Defaulted Receivables the Nominal Amount of which is more than 25% of the aggregate Nominal Amount of all Receivables owing by that Debtor and its affiliates;

Delinquent Receivable means a Receivable that is between 61 and 90 days overdue;

Deposit Account means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit;

Dilution means any reduction or the cancellation, in whole or in part, of the Nominal Amount of a Purchased Receivable by reason of the occurrence of any of the following circumstances:

(a)

any reduction in the amount payable thereunder resulting from any rebate, credit note, discount or allowances for prompt payment, for quantity, for return of goods or as fidelity premium, invoicing error or cancellation or any other commercial adjustment, granted by any Originator or the Master Servicer other than in accordance with the relevant Credit and Collection Policies;

(b)

to the extent not already covered under (a), any decrease in the amount thereof or any total or partial cancellation thereof (including in particular but without limitation, as a result of the exercise of a right of set-off), but excluding any discharge in accordance with its terms or as a result of the enforcement of any Related Rights;

(c)

the Purchased Receivable becoming or being a Disputed Receivable;

(d)

any repurchase of goods by the relevant Originator, the sale of which gave rise to the Purchased Receivable; or

(e)

any governmental order, moratorium or other restriction on the transfer of payments by the Debtor,

excluding, however, any adjustment, decrease in the amount, cancellation or similar event affecting, in whole or in part, the Nominal Amount of any Receivable, which is made or occurs following Insolvency Proceedings in respect of the relevant Debtor;

Dilution Horizon Ratio means the Nominal Amount of Purchased Receivables originated over the preceding 1 month divided by the current months’ Adjusted Net Receivables Balance;

Dilution Ratio means the amount of non-cash adjustments (which includes returns, adjustments (including as a result of disputes), (excluding any adjustments to correct manual errors on invoices that do not reduce the principal amount thereof), (discounts or retropricing) excluding Contractual Dilutions divided by all Eligible Receivables originated by the Originators in the previous month;

Dilution Spike means the highest two month rolling average Dilution Ratio (expressed as a percentage) over the immediately preceding 12 months;

Directors means the Shareholder’s Director and the Main SPV’s Director;

Disputed Receivable means any Purchased Receivable in respect of which payment is disputed (in whole or in part, with or without justification) by the Debtor owing such Receivable, whether by reason of any matter concerning the goods in respect of which the original invoice was issued or by reason of any other matter whatsoever or in respect of which a set-off or counterclaim is being claimed by such Debtor;

DKK means the lawful currency of Denmark;

Domestic Receivables Securitization means any securitization transaction or series of securitization transactions that may be entered into by the Performance Indemnity Provider or any of its Domestic Subsidiaries whereby the Performance Indemnity Provider or any of its Domestic Subsidiaries sells, conveys or otherwise transfers any Receivables Facility Assets of the Performance Indemnity Provider and its Domestic Subsidiaries to a Receivables Subsidiary or to any unaffiliated Person, on terms customary for securitizations of Receivables Facility Assets in the United States;

Domestic Subsidiary means any Subsidiary that is organized under the laws of any political subdivision of the United States;

Dutch Civil Code means the Dutch Civil Code ( Burgerlijk Wetboek );

Dutch Originators means the Originators that are located in The Netherlands as set out in Schedule 1;

Dutch Receivables means the Receivables originated by a Dutch Originator and governed by Dutch law;

Dynamic Dilution Reserve means an amount (expressed as a percentage) that is calculated as follows:

[(SF x ED) + ((DS - ED) x DS/ED)] x DHR

Where:

(a)

SF means Stress Factor;

(b)

ED means Expected Dilution;

(c)

DS means Dilution Spike;

(d)

DHR means Dilution Horizon Ratio;

Dynamic Loss Reserve means an amount (expressed as a percentage) that is calculated as the product of:

(a)

the Stress Factor;

(b)

the Loss Ratio; and

(c)

the Loss Horizon Ratio;

Earnout Obligations means those payment obligations of the Performance Indemnity Provider and its Subsidiaries to former owners of businesses which were acquired by the Performance Indemnity Provider or one of its Subsidiaries pursuant to an acquisition which are in the nature of deferred purchase price to the extent such obligations are required to be set forth with respect to such payment obligations on a balance sheet prepared in accordance with GAAP applied in a manner consistent with past practices;

Eligibility Criteria means the eligibility criteria set out in Schedule 3;

Eligible Assignee means, with respect to any Funding Purchaser, any Person (i) that is the Funding Administrator, the Main SPV, a Programme Support Provider or any affiliate of such Person that has a short-term debt rating of at least A-1 by S&P and P-1 by Moody’s, (ii) that is managed or sponsored by a Person described in clause (i) above and that has a short-term debt rating of at least A-1 by S&P and P-1 by Moody’s or (iii) any other Person that has been approved by the Funding Administrator for such Funding Purchaser and consented to by the Funding Administrator (such consent not to be unreasonably withheld) and, so long as no Termination Event has occurred and is continuing, consented by the Master Servicer (such consent not to be unreasonably withheld or delayed);

Eligible Receivable means a Receivable that meets the relevant Eligibility Criteria on the relevant determination date;

English Collection Account Pledge Agreement means, if executed, the security over operating account agreement between Greif CC as company in favour of the Main SPV as secured party granting security the English Master Collection Account by way of assignment;

English Master Collection Account means the master collection account held by Greif CC with The Royal Bank of Scotland plc set out in Schedule 1 to the Servicing Agreement;

Equity Interests means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination;

EUR , euro or € means the currency introduced at the commencement of the third stage of the European Economic and Monetary Union on 1 January 1999 pursuant to the Treaty establishing the European Communities as amended by the Treaty on European Union;

EURIBOR means:

(a)

the applicable Screen Rate; or

(b)

if no such Screen Rate is available, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Funding Administrator at its request quoted by the Reference Banks to prime banks in the Relevant Interbank Market, at 11:00 a.m. London time on the relevant calculation date for the offering of deposits in EUR for one month,

and, if any such rate is below zero, EURIBOR will be deemed to be zero;

Eurocurrency Rate means, for any Tranche Period, for a Tranche denominated in (a) EUR, EURIBOR, (b) GBP, LIBOR, (c) SEK, STIBOR, (d) DKK, CIBOR, and (e) NOK, NIBOR;

Eurocurrency Tranche has the meaning set forth in the Nieuw Amsterdam Receivables Purchase Agreement.

Excess Concentration Amounts means at any time the sum of (without duplication):

(a)

the amount by which the aggregate outstanding amount of Eligible Receivables (calculated in euro) in respect of a Debtor sold by any Originator exceeds the product of the Maximum Debtor Limit and the Nominal Amount of the Eligible Receivables; and

(b)

the amount by which the aggregate outstanding amount of Eligible Receivables (calculated in euro) in respect of a Concentration Jurisdiction exceeds the product of the Maximum Jurisdiction Limit in respect of such Concentration Jurisdiction and the Nominal Amount of the Eligible Receivables; and

(c)

the amount by which the aggregate outstanding amount of Eligible Receivables with original terms greater than 180 days but less than or equal to 365 days (calculated in euro) exceeds 10 per cent. of the Nominal Amount of Eligible Receivables,

and any one of them;

Exchange Act means the Securities Exchange Act of 1934, as amended and as codified in 15 U.S.C. 78a et m., and as hereafter amended;

Excluded Debtor means a Debtor:

(a)

that is an affiliate of the Greif Group;

(b)

that is not acting in an establishment located in any of the following countries: Belgium, Denmark, England and Wales, Finland, France, Germany, Italy, The Netherlands, Norway, Portugal, Republic of Ireland, Spain, Sweden and Switzerland;

(c)

that is an individual, sole trader or partnership with a natural person as a partner;

(d)

that is a central or local public administration entity or a government entity (or a sub-division or affiliate of any of them);

(e)

that is insolvent or has entered into insolvency proceedings;

(f)

that is located in a jurisdiction in respect of which the Facility Agent has not previously received a legal opinion confirming the validity of the envisaged transfer of Receivables to the Belgian Intermediary and Main SPV against a party located in such jurisdiction;

Excluded Receivables means a Receivable owed by an Excluded Debtor;

Expected Dilution means the 12 months rolling average Dilution Ratio (expressed as a percentage);

Expiration Termination Event means the occurrence and continuation of the event listed in paragraph (p) of the definition of Termination Event;

Facility Agent means Rabobank International, London Branch in its capacity as facility agent to the Funding Purchasers under the Transaction Documents;

Facility Limit means:

(a)

EUR 145,000,000 for each Investment Date occurring in the months of April through to November of each year; and; and

(b)

EUR 125,000,000 for each Investment Date occurring in the months of December through to March of each year;

Facility Maturity Date means 20 April 2015;

Fees means any fees payable pursuant to the Funding Costs Fee Letter;

Final Discharge Date means the date falling after the Termination Date on which the Aggregate Invested Amount has been reduced to zero and all programme costs and other fees, costs and expenses due under the Transaction Documents and the Funding Costs Fee Letter have been irrevocably paid in full without affecting any obligations or liabilities of a party existing at that time;

Financial Indebtedness means, as applied to any Person (without duplication), any indebtedness for or in respect of:

(a)

all indebtedness of such Person for borrowed money;

(b)

the deferred and unpaid balance of the purchase price of assets or services (other than trade payables and other accrued liabilities incurred in the ordinary course of business);

(c)

all Capitalized Lease Obligations;

(d)

all indebtedness secured by any Lien on any property owned by such Person, whether or not such indebtedness has been assumed by such Person or is nonrecourse to such Person;

(e)

notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money (other than such notes or drafts for the deferred purchase price of assets or services which does not constitute Financial Indebtedness pursuant to clause (b) above);

(f)

indebtedness or obligations of such Person, in each case, evidenced by bonds, notes or similar written instruments;

(g)

the face amount of all letters of credit and bankers’ acceptances issued for the account of such Person, and without duplication, all drafts drawn thereunder other than, in each case, commercial or standby letters of credit or the functional equivalent thereof issued in connection with performance, bid or advance payment obligations incurred in the ordinary course of business, including, without limitation, performance requirements under workers compensation or similar laws;

(h)

the net obligations of such Person under Swap Contracts (valued as set forth in the last paragraph of this definition);

(i)

Earnout Obligations;

(j)

Attributable Debt of such Person; and

(k)

all Guarantee Obligations of such Person with respect to outstanding primary obligations that constitute Financial Indebtedness of the types specified in clauses (a) through (j) above of Persons other than such Person.

For all purposes hereof, the Financial Indebtedness of any Person shall include the Financial Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless in any case such Financial Indebtedness is expressly made non-recourse to such Person, whether in such Person’s Organizational Documents, in the documents relating to such Financial Indebtedness, by operation of law or otherwise. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

Floor Reserve Percentage means the sum of (a) Loss Reserve Floor; and (b) the product (expressed as a percentage) of: (i) Expected Dilution multiplied by (ii) the Dilution Horizon Ratio;

FMSA means the Dutch Financial Markets Supervision Act ( Wet op het financieel toezich t) as amended from time to time, including any regulations issued pursuant thereto;

Foreign Receivables Securitization means any securitization transaction or series of securitization transactions that may be entered into by any Foreign Subsidiary of Greif Inc. whereby such Foreign Subsidiary of Greif Inc. sells, conveys or otherwise transfers any Receivables Facility Assets of such Foreign Subsidiary to a Receivables Subsidiary or to any unaffiliated Person, on terms customary for securitizations of Receivables Facility Assets in the jurisdiction of organization of such Foreign Subsidiary;

Foreign Subsidiary means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia

French Originators means the Originators that are located in France as set out in Schedule 1,

French Receivables means the Receivables originated by a French Originator and governed by French law;

Funding Administrator means Rabobank International, London Branch in its capacity as funding administrator to the Funding Purchasers under the Transaction Documents;

Funding Base means the Adjusted Net Receivables Balance multiplied by (100% minus the Reserve Percentage);

Funding Costs Fee Letter means the then current funding costs fee letter among the Main SPV, the Performance Indemnity Provider, Greif CC, the Facility Agent and the Funding Purchasers (the first being dated on or about the Closing Date);

Funding Purchasers means the Committed Purchaser and the Conduit Purchaser, and Funding Purchaser means either of them as the context may require;

Funding Purchaser Group means a group consisting of the Conduit Purchaser, the Committed Purchaser and the Funding Administrator;

Funding Test has the meaning given to it in the Nieuw Amsterdam Receivables Purchase Agreement;

FX Determination Date means the date which falls one Business Day prior to the relevant Reporting Date or the Closing Date (as the case may be);

GAAP means means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied;

GBP means the lawful currency of Great Britain;

German Originators means the Originators that are located in Germany as set out in Schedule 1, and German Originator means any of them as the context may require;

German Receivables means the Receivables originated by a German Originator and governed by German law;

Global Portfolio means, on any given date, the outstanding nominal value of all Purchased Receivables excluding the Written-off Receivables;

Governmental Authority means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank);

Greif CC means Greif Coordination Center BVBA a company incorporated under Belgian law, registered with the register of legal entities (RPM/RPR) under the number 0438.202.052, Commercial Court of Antwerp, Belgium, whose registered office is at Beukenlei 24, 2960 Brecht, Belgium;

Greif CC Receivables Purchase Agreement means the receivables purchase agreement so entitled dated on or about the date of this Agreement between Greif CC as seller and the Main SPV as buyer;

Greif Group means collectively, the Greif Transaction Parties and their affiliates;

Greif Transaction Parties means Greif, Inc (as the Performance Indemnity Provider) and each entity which is a direct or indirect subsidiary of Greif, Inc. entity that is party to a Transaction Document including:

(a)

the Originators; and

(b)

Greif CC in its capacity as Subordinated Lender, Master Servicer, Belgian Intermediary and Originator’s Agent; and

and Greif Transaction Party means any of them as the context may require;

Guarantee Obligations means, as to any Person, without duplication, any direct or indirect contractual obligation of such Person guaranteeing or intended to guarantee any Financial Indebtedness or Operating Lease, dividend or other obligation (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation, or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; or (d) otherwise to assure or hold harmless the owner of such primary obligation against loss in respect thereof; provided that the term Guarantee Obligations shall not include any endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation at any time shall be deemed to be an amount equal to the lesser at such time of (x) the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made or (y) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation; or, if not stated or determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof;

Incremental Investment means the initial purchase of the Portfolio on the Closing Date and each investment by way of the transfer new funds from the Funding Purchasers in the Portfolio thereafter which increases the total outstanding Aggregate Invested Amount (other than by way of Reinvestment);

Indemnified Party shall have the meaning given to it in the Nieuw Amsterdam Receivables Purchase Agreement;

ING Programme means the Greif Group’s trade receivables programme as sponsored by ING Belgium S.A., which was established by, among other things, a Receivables Purchase Agreement dated 28 October 2004 (as amended from time to time) between ING Belgium S.A., Greif CC and Greif Belgium BVBA and which is terminated prior or on the Closing Date;

ING Receivables means the receivables sold by various Greif entities to ING Belgium S.A. under the ING Programme and which will be repurchased by Greif CC on the Closing Date;

Initial Conditions Precedent means the conditions precedent listed in Schedule 4 part A to the Master Definitions Agreement;

Insolvency of a Person means the occurrence of an Insolvency Proceeding in respect of such Person;

Insolvency Law means any Law relating to bankruptcy, insolvency, administration, receivership, examination, administrative receivership, reorganisation, winding up or composition, moratorium or adjustment of debts or the rights of creditors generally (whether by way of voluntary arrangement or otherwise);

Insolvency Proceeding means in connection with a Person, any proceeding that occurs where that Person:

(a)

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(b)

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(c)

institutes a proceeding seeking a judgement of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or it presents a petition for its winding-up or liquidation;

(d)

has instituted against it proceeding seeking a judgement of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation and such proceedings or petition is not dismissed by the relevant competent court within 30 days;

(e)

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets;

(f)

has a secured party take possession of all or substantially all of its assets or has a distress, diligence, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets; or

(g)

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (e) above;

Insolvency Regulation means the EU Insolvency Council Regulation (EC) No. 1346/2000 of 29 May, 2000;

Insolvency Termination Event means the occurrence and continuation of the event specified in item (g) of the definition of Termination Event;

Insolvent means any person that is subject to Insolvency Proceedings;

Instrument of Debt means, in respect of any Purchased Receivable, any bill of exchange, cheque, promissory note and any other instrument of debt issued from time to time to effect payment of such Purchased Receivable;

Intermediaries means the Belgian Intermediary and the Italian Intermediary, and Intermediary means either of them, as the context may require;

Intermediary Receivables Purchase Agreements means the Italian Intermediary Receivables Purchase Agreement and the Greif CC Receivables Purchase Agreement and Intermediary Purchase Agreement means either of them as the context may require;

Invested Amount means on any date of determination in respect of a tranche, the aggregate of the Investments paid by the Funding Purchasers to the Main SPV under the Nieuw Amsterdam Receivables Purchase Agreement in connection with such Tranche less any amounts repaid in accordance with the Priority of Payments;

Investment means each Incremental Investment and Reinvestment;

Investment Date means each RDR Investment Date and each SRD Investment Date, as applicable;

Investment Request means a Reporting Date Request and the Special Report Date Request, as applicable.

Italian Intermediary means Rabobank International in its capacity as:

(a)

purchaser under the Originator Receivables Purchase Agreement between itself and the Italian Originator; and

(b)

seller under Italian Intermediary Receivables Purchase Agreement between itself and the Main SPV;

Italian Intermediary Receivables Purchase Agreement means the document so entitled dated on or about the date of this Agreement between the Italian Intermediary as seller and the Main SPV as buyer;

Italian Originators means the Originators that are located in Italy as set out in Schedule 1, and Italian Originator means any of them as the context may require;

Italian Receivables means the Receivables originated by an Italian Originator;

Key Accounts means the accounts as set out in Schedule 5 and Key Account means any of them as the context may require;

Law means any law, constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body;

Lender means each lender under the amended and restated credit agreement between, inter alia, Greif Inc dated 29 October 2010 (the Credit Agreement );

Letter of Undertaking means the letter of undertaking among, inter alia, the Facility Agent, the Funding Purchasers, the Shareholder, the Directors and dated on or about the Closing Date;

LIBOR means:

(a)

the applicable Screen Rate; or

(b)

and, if any such rate is below zero, LIBOR will be deemed to be zero;

Lien means (a) any judgment lien or execution, attachment, levy, distraint or similar legal process; and (b) any mortgage, pledge, hypothecation, collateral assignment, security interest, encumbrance, lien (statutory or otherwise), charge or deposit arrangement (other than a deposit to a Deposit Account not intended as security) of any kind or other arrangement of similar effect (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof, any agreement to give any of the foregoing, or any sale of receivables with recourse against the seller or any affiliate of the seller;

Liquidation Fee means for (a) any Tranche Period of the Conduit Purchaser which Yield is computed by reference to the CP Rate and a reduction of the Invested Amount of the relevant Tranche is made for any reason or (b) any Tranche Period for which Yield is computed by reference to the Eurocurrency Rate and a reduction of the Invested Amount of the relevant Tranche is made for any reason, in each case, on any day other than the last day of such Tranche Period, the sum of (i) the amount, if any, by which (A) the additional Yield (calculated without taking into account any Liquidation Fee or any shortened duration of such Tranche Period or any Applicable Margin) which would have accrued during such Tranche Period (or, in the case of clause (a) above, during the period until the maturity of the underlying commercial paper tranches) on the reductions of the Invested Amount of the Tranche relating to such Tranche Period had such reductions not occurred, exceeds (B) the income, if any, received by any Funding Purchaser which holds such Tranche from the investment of the proceeds of such reductions of the Invested Amount, plus (ii) the amount of any costs or expenses incurred in connection with the termination or reduction of any related Currency Hedge Agreements. A certificate as to the amount of any Liquidation Fee (including the computation of such amount) shall be submitted by the Funding Administrator to the Main SPV and shall be conclusive and binding for all purposes, absent manifest error;

Liquidity Drawn Rate has the meaning given thereto in the applicable Funding Costs Fee Letter;

Liquidity Facility Agreement means the liquidity facility agreement dated on or about the Closing Date among, inter alios ¸ Rabobank International and Nieuw Amsterdam in connection with the Programme;

Loss Horizon Ratio means the aggregate Nominal Amount of all Purchased Receivables originated over the preceding 6 months divided by current month’s Adjusted Net Receivables Balance;

Loss Ratio means the highest 3 month rolling average of the Default Ratio for the preceding twelve consecutive calendar months;

Loss Reserve Floor means, at any time, 10 per cent.;

Main SPV means Cooperage Receivables Finance B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), incorporated under the laws of The Netherlands, having its corporate seat ( statutaire zetel ) in Amsterdam, The Netherlands and its registered office at Naritaweg 165 Telestone 8, 1043 BW Amsterdam, The Netherlands;

Main SPV Account Bank means Rabobank International, and any person appointed as Main SPV Account Bank under the Administration Agreement;

Main SPV Accounts means the Main SPV Operating Account and any other bank account that the Main SPV may open from time to time with the Main SPV Account Bank (subject to the prior written approval of the Facility Agent);

Main SPV Administrator means Rabobank International, London Branch, and any person appointed as administrator under the Administration Agreement;

Main SPV Available Funds means on any Investment Date all moneys standing to the credit of the Main SPV Operating Account on that Investment Date and any other amounts to which the Main SPV is entitled under the Transaction Documents (including Collections credited to any Master Collection Account) including any amounts in respect of which it has been agreed in the Transaction Documents that these amounts can be discharged (subject to the applicable Priority of Payments) by way of set-off on the relevant Investment Date;

Main SPV Enforcement Event means any default ( verzuim ) in the proper performance of the Secured Obligations or any part thereof and provided notice has been given in accordance with Clause 16 ( Notice ) of the Common Terms;

Main SPV Management Agreement means the agreement dated on or about the Closing Date among the Main SPV, the Facility Agent and the Main SPV’s Director;

Main SPV Operating Account means the bank account held with the Main SPV Account Bank, or such other account(s) as may be so designated in accordance with the provisions of the Administration Agreement;

Main SPV Security Documents means the Rights Pledge Agreement (and any deed of pledge entered into thereunder from time to time) and the Collection Account Pledge Agreements;

Main SPV’s Director means Trust International Management (T.I.M.) B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of The Netherlands having its seat ( statutaire zetel ) in Amsterdam, The Netherlands and its registered office at Naritaweg 165 Telestone 8, 1043 BW Amsterdam, The Netherlands;

Main SPV Tax Obligations means any liability of the Main SPV with regard to Tax in an amount not exceeding EUR 100,000 or such higher amount as may be agreed between Main SPV and the Facility Agent and as notified to the Rating Agencies;

Management Agreements means the Letter of Undertaking, the Main SPV Management Agreement and the Shareholder Management Agreement;

Mandatory Cost Rate has the meaning specified in Schedule 6 of the Nieuw Amsterdam Receivables Purchase Agreement;

Master Collection Account means the account as set out in Schedule 1 to the Servicing Agreement;

Master Definitions Agreement means this master definitions agreement;

Master Servicer means Greif Coordination Center B.V.B.A., in its capacity as master servicer under the Servicing Agreement;

Master Servicer Event of Default means in respect of the Master Servicer a default in its obligations under the Servicing Agreement;

Material Adverse Effect means:

(a)

a material adverse effect on the legality, validity, enforceability or termination of any of the Transaction Documents; or

(b)

a material adverse effect on the rights or remedies of Main SPV, Facility Agent or the Funding Purchaser Group under any of the Transaction Documents to which they are a party; or

(c)

in respect of a Greif Transaction Party, a material adverse effect on:

(i)

the ability of such Greif Transaction Party to perform its obligations under any of the Transaction Documents to which it is party; or

(d)

in respect of the Purchased Receivables, a material adverse effect on:

(i)

the interests of the Main SPV or the Funding Purchasers or the Funding Administrator in a material portion of the Purchased Receivables or the Related Rights or the Collections with respect thereto; or

(ii)

the collectability of a material portion of the Purchased Receivables;

Maximum Debtor Limit means: in respect of a Debtor in respect of Purchased Receivables as at any date, the limit (as a percentage of the Unpaid Balance of all Eligible Receivables) set out in the column entitled Concentration Limit opposite the credit rating by S&P and Moody’s of that Debtor set out in the column entitled Debtor Short-Term Rating (whereby the lowest of the two ratings shall apply to that Debtor) and further provided that if the short-term rating set out in the column entitled Debtor Short-Term Rating is unavailable, the long-term rating set out in the column entitled “Debtor Long-Term Rating” shall apply:


Debtor Short-Term Rating	Debtor Long-Term Rating	Concentration Limit
A-1+/P-1	AA/Aa2 or Higher		10.0	%
A-1/P-1	AA- to A+/ Aa3 to A1		10.0	%
A-2/P-2	A to BBB+ /A2 to Baa1		5.0	%
A-3/P-3	BBB to BBB- / Baa2 to Baa3		3.3	%
No Short Term Rating	Non-Investment Grade or Unrated		2.0	%

For any Purchased Receivables that are credit enhanced (e.g., Purchased Receivables that have the benefit of a letter of credit or credit insurance for the Unpaid Balance of such Purchased Receivable and that has been validly assigned to and directly benefit the Main SPV), the party providing such credit enhancement will be treated as the Debtor in respect of those Purchased Receivables for the purpose of determining the concentration limits that apply to such Debtor (and such Purchased Receivables) in accordance with the table above;

Maximum Invested Amount means on any day the lower of (A) the Facility Limit and (B) the Funding Base on such day calculated in the Base Currency;

Maximum Jurisdiction Limit means, in respect of each Concentration Jurisdiction, the limit (as a percentage of the Unpaid Balance of all Eligible Receivables) set out in the column entitled Maximum Jurisdiction Limit opposite the name of the relevant Concentration Jurisdiction:


Countries	Maximum Jurisdiction Limit
France / Italy / Netherlands / England and Wales		35.0	%
Belgium / Spain / Germany / Sweden		20.0	%
Switzerland / Portugal / Denmark / Finland / Norway		10.0	%
Ireland		3.3	%
Iceland		2.0	%
Aggregrate of non-investment grade countries		25.0	%

Moody’s means Moody’s Investor Service Inc;

Net Receivables Balance means the Unpaid Balance of all Eligible Receivables less: (i) Excess Concentration Amounts and (ii) Rebate Reductions.

NIBOR means:

(a)

the applicable Screen Rate; or

(b)

(if no Screen Rate is available for NOK) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Funding Administrator at its request quoted by the Reference Banks to leading banks in the Relevant Interbank Market, at 11:00 a.m. London time on the relevant date for offering deposits in NOK for one month,

and, if any such rate is below zero, OIBOR will be deemed to be zero;

Nieuw Amsterdam means Nieuw Amsterdam Receivables Corporation, a corporation organised under the laws of the State of Delaware, having its registered office at c/o Global Securitization Services, LLC, 68 South Service Road, Suite 120, Melville, New York 11747, USA;

Nieuw Amsterdam Receivables Purchase Agreement means the Nieuw Amsterdam receivables purchase agreement dated on or about the date of this Agreement among the Main SPV, the Funding Administrator, the Facility Agent, the Committed Purchaser and the Conduit Purchaser;

NOK means the lawful currency of Norway;

Nominal Amount means, with respect to any Purchased Receivable, the principal amount of such Purchased Receivable as reflected in the books and records of the relevant Originator (including the VAT portion (if any) in relation thereto);

Norwegian Originators means the Originators that are located in Norway as set out in Schedule 1;

Norwegian Receivables means the Receivables originated by a Norwegian Originator and governed by Norwegian law;

Notice of Sale and Assignment has the meaning set out in Clause 23.5(a) of the Nieuw Amsterdam Receivables Purchase Agreement;

Notice Details means the notice details set out in Clause 16 of the Common Terms;

Official Body means any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, or any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, or any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles;

Ongoing Conditions Precedent means the ongoing conditions precedent listed in Schedule 4 Part B to the Master Definitions Agreement];

Onward Sale Agreements means:

(a)

the Intermediary Receivables Purchase Agreements; and

(b)

the Nieuw Amsterdam Receivables Purchase Agreement,

and Onward Sale Agreement means any of them as the context may require;

Operating Lease of any Person, means any lease (including, without limitation, leases which may be terminated by the lessee at any time) of any property (whether real, personal or mixed) by such Person, as lessee, which is not a Capitalized Lease;

Operational Expenses means the operational costs and expenses incurred by (or on behalf of) the Main SPV (together with any applicable VAT thereon) that are due and payable to:

(a)

the independent accountants, agents and counsel of the Main SPV;

(b)

the Directors;

(c)

if the Master Servicer is not a Greif Transaction Party, any applicable Servicing Fees;

(d)

if a Backup Servicer has been appointed, the fees and expenses of such Backup Servicer;

(e)

any person in respect of any governmental fee or charge; and

(f)

any person in respect of any other fees or expenses pursuant to or in connection with the Transaction Documents;

Organizational Documents means, with respect to any Person, such Person’s articles or certificate of incorporation, certificate of amalgamation, memorandum or articles of association, bylaws, partnership agreement, limited liability company agreement, joint venture agreement or other similar governing documents and any document setting forth the designation, amount and/or relative rights, limitations and preferences of any class or series of such Person’s Equity Interests;

Originator’s Agent means Greif CC in its capacity as agent to the Originators;

Originators mean Originators means the parties set out in Schedule 1;

Originator Receivables Purchase Agreement means each originator receivables purchase agreement dated on or about the date of this Agreement between:

(a)

an Originator (other than the Italian Originator) and the Belgian Intermediary; and

(b)

the Italian Originator and the Italian Intermediary;

Originator Termination Event means the occurrence and continuation of any of following events in relation to an Originator: Termination Events listed under (a), (b) and (c).

Parallel Debt has the meaning given to it in Clause 2 of the Rights Pledge Agreement;

Participating Member State means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union;

Participant has the meaning given to it in Clause 26.6 of the Nieuw Amsterdam Receivables Purchase Agreement;

Parties or parties means the parties to the relevant Transaction Document, and each individually a Party or a party ;

Performance and Indemnity Agreement means the performance and indemnity agreement dated on or about the date of this Agreement between among others the Performance Indemnity Provider, the Main SPV the Italian Intermediary and the Facility Agent;

Performance Indemnity Provider means Greif, Inc. it its capacity as performance indemnity provider under the Performance and Indemnity Agreement;

Permitted Accounts Receivable Securitization means (a) any Domestic Receivables Securitization and (b) any Foreign Receivables Securitization, in each case, together with any amendments, restatements or other modifications or refinancings permitted by this Agreement;

Permitted Investors means (a) All Life Foundation, Dempsey Family Trust, Michael H. Dempsey Trust, Shannon J. Dempsey, Naomi C. Dempsey Charitable Lead Annuity Trust, Nob Hill Trust, Henry Coyle Dempsey Trust, Patricia M. Dempsey, Patricia M. Dempsey Living Trust, Judith D. Hook, Judith D. Hook Living Trust, Mary T. McAlpin, Mary T. McAlpin Living Trust, Mary T. McAlpin Charitable Remainder Annuity Trust, John McNamara, Virginia D. Ragan and Virginia D. Ragan Living Trust; (b) the spouses, heirs, legatees, descendants and blood relatives to the third degree of consanguinity of any person in clause (a) and any adopted children and blood relative thereof; (c) the executors and administrators of the estate of any such person, and any court appointed guardian of any person in clause (a) or (b); (d) any trust, family partnership or similar investment entity for the benefit of any such person referred to in the foregoing clause (a) or (b) or any other Persons (including for charitable purposes), so long as one or more members of the group consisting of the Permitted Investors have the exclusive or a joint right to control the voting and disposition of securities held by such trust, family partnership or other investment entity; and (e) any employee or retiree benefit plan sponsored by Greif, Inc.;

Person shall be construed as a reference to any person, firm, company, corporation, Governmental Entity, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two (2) or more of the foregoing;

Pledged Account Claims means all claims which the Main SPV has or may have at any time against the Main SPV Account Bank in relation to monies at any time owed by the Main SPV Account Bank to the Main SPV in relation to the Pledged Accounts or in relation to any monies at any time deposited therein or credited thereto, or otherwise owed by the Main SPV Account Bank to the Main SPV in respect thereof.

Pledged Assets means the TD Pledged Rights, the Receivables Pledged Rights and the Pledged Account Claims;

PMP means professional market party ( professionele marktpartij );

Portfolio has the meaning given to it in Clause 3.1 of the Nieuw Amsterdam Receivables Purchase Agreement.

Portuguese Originators means the Originators that are located in Portugal as set out in Schedule 1, and Portuguese Originator means any of them as the context may require;

Portuguese Receivables means the Receivables originated by a Portuguese Originator governed by Portuguese law;

Post-termination Priority of Payments means at any time after the end of the Revolving Period, the following allocation (including for the avoidance of doubt any provisions that need to be made to make such payments on the due date therefor) and payment of any amounts received by the Main SPV as well as the proceeds of any enforcement proceedings in respect of the Security (including any amounts standing to the credit of the Main SPV Operating Account):

(a)

first towards payment of the Main SPV Tax Obligations owing and unpaid by the Main SPV (other than Dutch corporate income tax in relation to the amount equal to the minimum profit referred to below) if any and to the payment of amounts equal to the minimum profit to be retained by the Main SPV for Dutch tax purposes for the then current calendar year (which shall be an amount of euro 27,000 for the first year of and an amount of euro 22,000 for any subsequent years);

(b)

second towards payment of accrued and unpaid Usage Fees and Unused Facility Fees;

(c)

third towards payment of the Operational Expenses to the extent such Operational Expenses are not listed elsewhere in the Post-termination Priority of Payments (and following a Termination Event, only to the extent included in the Principal Obligations);

(d)

fourth towards repayment of the Invested Amounts until reduced to zero;

(e)

fifth towards payment of all obligations, liabilities, costs and expenses due and payable to the Funding Purchasers or the Funding Administrator or Facility Agent not listed elsewhere in the Post-termination Priority of Payments;

(f)

sixth towards payment of the Servicing Fees to the Master Servicer; and

(g)

seventh towards payment of any amounts due and payable to the Subordinated Lender under the Subordinated Loan Agreement

to be paid in the relevant Approved Currency (provided that in order to determine whether a relevant payment can be made, any amount in a currency other than euro shall be converted into euro using the Applicable Conversion Rate) and with the understanding that items (f) –(g) will be satisfied out of the Aggregate DPP (if any);

Potential Originator Termination Event means the event or circumstance or any combination of events or circumstances, which, with the lapse of time, the giving of notice or fulfilment or non-fulfilment of any condition, will result in a Originator Termination Event;

Potential Termination Event means the event or circumstance or any combination of events or circumstances, which, with the lapse of time, the giving of notice or fulfilment or non-fulfilment of any condition, will result in a Termination Event (other than an Expiration Termination Event);

Pre-termination Priority of Payments means on any Investment Date during the Revolving Period, the following allocation (including for the avoidance of doubt any provisions that need to be made to make such payments on the due date therefor) and payment of the Main SPV Available Funds:

(a)

first towards payment of the Main SPV Tax Obligations owing and unpaid by the Main SPV (other than Dutch corporate income tax in relation to the amount equal to the minimum profit referred to below) if any, and to the payment of amounts equal to the minimum profit to be retained by the Main SPV for Dutch tax purposes for the then current calendar year (which shall be an amount of euro 27,000 for the first year of and an amount of euro 22,000 for any subsequent years]);

(b)

second towards payment of accrued and unpaid Usage Fees and Unused Facility Fees;

(c)

third towards payment of the Operational Expenses to the extent such Operational Expenses not listed elsewhere in the Pre-termination Priority of Payments;

(d)

fourth towards repayment of the Invested Amounts until the Invested Amount is reduced to the applicable Maximum Invested Amount on such Investment Date;

(e)

fifth towards payment of all obligations, liabilities, costs and expenses due and payable by the Main SPV or the Main SPV Administrator and which are not listed elsewhere in the Pre-termination Priority of Payments;

(f)

sixth toward payment of the Purchase Price of any Purchased Receivables to the extent not already previously paid;

(g)

seventh towards payment of the Servicing Fees to the Master Servicer; and

(h)

eighth towards payment of any amounts payable to the Subordinated Lender under the Subordinated Loan Agreement, provided that no Termination Event occurs as a result of such payment,

Principal Obligations means any and all payment obligations of the Main SPV owed to the Secured Creditors under or pursuant to the Transaction Documents (other than the Parallel Debt), whether present or future, whether actual or contingent, and whether for principal, interest or costs;

Priority of Payments means the Pre-termination Priority of Payments or the Post-termination Priority of Payments, as applicable;

Programme Support Provider means, with respect to the Conduit Purchaser, the Committed Purchaser and any other Conduit Support Provider pursuant to a Conduit Support Agreement entered into with the Conduit Purchaser;

Programme means the trade receivables securitisation programme contemplated by the Transaction Documents;

Purchase Date means:

(a)

in respect of the French Receivables, the Closing Date and each Investment Date during the Revolving Period provided that the seller of the relevant French Receivables own such French Receivables on each such date; and

(b)

in respect of all other Receivables, the Closing Date and each Business Day during the Revolving Period on which the seller of the relevant Receivables owns the relevant Receivables;

Purchase Price means, in respect of a Purchased Receivable, the Purchase Price as set out in the relevant Receivables Purchase Agreement;

Purchased Receivables means, on any given date, all Receivables assigned, sold transferred or purported to be assigned, sold or transferred to the buyer under the relevant Receivables Purchase Agreement (regardless of whether they are partly or fully unpaid on each such date);

Rabobank means Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., a cooperative with limited liability ( coöperatie met beperkte aansprakelijkheid ) incorporated under the laws of The Netherlands, having its registered office at Croeselaan 18, 3521 CB Utrecht, The Netherlands;

Rabobank International means Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International;

Rabobank International, London Branch means Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A (trading as Rabobank International), London Branch;

Rate Types means Eurocurrency Rate and the CP Rate;

Rating Agencies means on any date the rating agencies then rating Commercial Paper at the request of the Conduit Purchaser;

Rating Downgrade Event means, in respect of the Performance Indemnity Provider, if the Performance Indemnity Provider’s senior long-term unsecured debt rating:

(a)

provided by S&P falls below BB- or if such rating is withdrawn; or

(b)

provided by Moody’s falls below Ba3 or if such rating is withdrawn;

RDR Investment Date means the 20th day of each calendar month or, if such day is not a Business Day the immediately following Business Day unless it would thereby fall in the next calendar month in which case such day or date shall be brought forward to the immediately preceding Business Day;

Rebate Reductions means in respect of a Receivable and its related Debtor, the amount accrued of any rebates provided by the relevant Originator in respect of Contractual Dilutions as recorded in its books and records;

Receivable means any and all indebtedness and payment claims (including the VAT portion) of an Originator against a Debtor (other than an Excluded Debtor) for which an invoice has been issued under the underlying Contract, including, without limitation any account, instrument or general intangible, arising in connection with, or constituting consideration for, the sale of goods or rendering of services by that Originator, and includes the obligation to pay any finance charges, fees and other charges with respect thereto including in respect of Tax and any of an Originator’s claims (and any rights to determine the legal relationship, including termination rights) arising under the Contract and includes, unless otherwise specified, any Related Rights and includes, where the context so requires any Purchased Receivables;

Receivables Facility Assets shall mean all Receivables (whether now existing or arising in the future) of Greif Inc. or any of its Subsidiaries which are transferred pursuant to a Permitted Accounts Receivable Securitization, and any assets related thereto, including without limitation (a) all collateral given by the respective account debtor or on its behalf (but not by Greif Inc. or any of its Subsidiaries) securing such Receivables, (b) all contracts and all guarantees (but not by Greif Inc. or any of its Subsidiaries) or other obligations directly related to such Receivables, (c) other related assets including those set forth in the Receivables Documents, and (d) proceeds of all of the foregoing;

Receivables Facility Attributable Debt means at any date of determination thereof in connection with any Receivables Documents, the aggregate net outstanding amount theretofore paid to the applicable seller of Receivables in respect of the Receivables and related assets sold or transferred by it to an unaffiliated Person or Receivables Subsidiary (as defined in the Credit Agreement) in connection with such documents (it being the intent of the parties that the amount of Receivables Facility Attributable Debt at any time outstanding approximate as closely as possible the principal amount of Financial Indebtedness which would be outstanding at such time under any Receivables Documents (as defined in the Credit Agreement) if the same were structured as a secured lending agreement rather than a purchase agreement);

Receivables Purchase Agreements means:

(a)

the Originator Receivables Purchase Agreements;

(b)

the Intermediary Receivables Purchase Agreements; and

(c)

Nieuw Amsterdam Receivables Purchase Agreement,

and Receivable Purchase Agreement means any of them as the context may require;

Receivables Report means the receivables report (the form and content of which is to be agreed between the Master Servicer and the Facility Agent) to be provided by the Master Servicer to the Facility Agent in accordance with Clause 9 of the Servicing Agreement;

Receivables Pledged Rights means any and all present and future rights ( vorderingen ) of the Main SPV (including but not limited to rights to repayment of principal, payment of interest and payment of other amounts as well as rights to non-monetary payment) under or in respect of the Purchased Receivables;

Records means, in respect of any Purchased Receivable, all Contracts, correspondence, notes of dealings and other documents, books, books of account, registers, records and other information (including, without limitation, tapes, discs, punch cards and related property and rights) maintained (and recreated in the event of destruction of the originals thereof) by the relevant Originator (or Greif CC) with respect to such Receivable and the related Debtor;

Reference Banks means four major banks in the Relevant Interbank Market as may be appointed by the Funding Administrator;

Register has the meaning given to it in Clause 26.4 of the Nieuw Amsterdam Receivables Purchase Agreement;

Reinvestment has the meaning given to it in the Nieuw Amsterdam Receivables Purchase Agreement;

Related Rights means, with respect to any Receivable:

(a)

all security interests, reservations of ownership, liens or other Adverse Claims from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and agreements describing any collateral security securing such Receivables;

(b)

all other accessory or ancillary rights as well as any other rights of the Originators to such Receivable;

(c)

all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise ( provided that it is understood and agreed that notwithstanding anything herein or in any other Transaction Document to the contrary, any amounts received by any Transaction Party in respect of, or otherwise in connection with, such guarantee, insurance or other agreement or arrangement shall constitute Related Rights for all purposes of the Transaction Documents);

(d)

all Instruments of Debt in respect of such Receivable;

(e)

all Records related to such Receivable; and

(f)

any and all goods and documentation or title evidencing the shipment or storage of any goods, the sale of which by the Originator gave rise to such Receivable,

in each case, including all proceeds at any time howsoever arising out of the resale, redemption or other disposal of (net of collection costs) such Receivable, or dealing with, or judgments relating to, any of the foregoing, any debts represented thereby, and all rights of action against any person in connection therewith;

Relevant Interbank Market means in relation to (i) euro, the Eurozone interbank market, (ii) GBP, the London interbank market, (iii) DKK, the Copenhagen interbank market, (iv) NOK, the Oslo interbank market and (v) SEK, the Stockholm interbank market;

Report means the report in a form acceptable to the Main SPV, the Funding Administrator and the Facility Agent delivered by the Master Servicer pursuant to the Servicing Agreement;

Reporting Date means, in respect of a Data Period, a day that is four (4) Business Days prior to the relevant Settlement Date;

Reporting Date Request has the meaning given to it in Clause 4.1 of the Nieuw Amsterdam Receivables Purchase Agreement.

Repossessable Goods means any goods the delivery of which gave rise to a Receivable, where such goods are subject to retention of rights or similar rights under applicable law;

Requirement of Law in respect of any Person shall mean any law, treaty, rule, requirement or regulation;

(a)

a notice by or an order of any court having jurisdiction;

(b)

a mandatory requirement of any regulatory authority having jurisdiction; or

(c)

a determination of an arbitrator or Official Body,

in each case applicable to or binding upon that Person or to which that Person is subject or with which it is customary for it to comply;

Reserve Percentage means an amount (expressed as a percentage) that is calculated as the sum of (A) and (B) where:

(A)

is the greater of:

(a)

the sum of (x) the Dynamic Loss Reserve and (y) the Dynamic Dilution Reserve; and

(b)

the Floor Reserve Percentage; and

(B)

is the Yield Reserve.

Reuters Screen means a page of the Reuters service or of any other medium for the electronic display of data as may be previously approved in writing by the Funding Administrator and Main SPV;

Revolving Period means the period commencing on the Closing Date and ending on the earlier of (a) the occurrence and continuation of a Termination Event, or (b) the Facility Maturity Date;

Rights Pledge Agreement means the pledge agreement dated on or about the date of this Agreement between the Main SPV and the Facility Agent and creating, inter alia , a first ranking right of pledge over its rights under the Transaction Documents;

S&P means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC Business;

Sale and Leaseback Transaction means any arrangement, directly or indirectly, whereby a seller or transferor shall sell or otherwise transfer any real or personal property and then or thereafter within 180 days lease, or repurchase under an extended purchase contract, conditional sales or other title retention agreement, the same or similar property, but excluding the sale of an asset and the subsequent lease of such asset for a term of less than one year; provided that such transaction is not for the purpose of financing such asset;

Screen Rate means:

(a)

in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for one month deposits in EUR;

(b)

in relation to CIBOR, the percentage rate per annum published by the information system Reuters on the appropriate page (or any replacement page on that service) for one month deposits in DKK;

(c)

in relation to NIBOR, the percentage rate per annum published by the information system Reuters on the appropriate page (or any replacement page on that service) for one month deposits in NOK;

(d)

in relation to STIBOR, the percentage rate per annum published by the information system Reuters on the appropriate page (or any replacement page on that service) for one month deposits in SEK;

(e)

in relation to LIBOR, the British Bankers’ Association Interest Settlement Rate for one month deposits in GBP; and

displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Funding Administrator may specify another page or service displaying the appropriate rate;

SEC means the United States Securities and Exchange Commission, or any authority of the government of the United States, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to the government of the United States, succeeding to any of the United States Securities and Exchange Commission’s principal functions;

Secured Creditors means the Conduit Purchaser, the Committed Purchaser, the Facility Agent (as principal), the Master Servicer, the Backup Servicer, the Main SPV Account Bank, the Main SPV Administrator, the Directors, the Subordinated Lender and the Funding Administrator;

Secured Obligations means any and all payment obligations of the Main SPV owed to the Facility Agent under or pursuant to the Parallel Debt as well as under any of the Security Agreements;

Secured Property means all the property of the Main SPV which is subject to the Security;

Security means the security interests created over the assets, rights or receivables of the Main SPV pursuant to the Security Agreements;

Security Agreements means:

(a)

the Rights Pledge Agreement; and

(b)

the Collection Account Pledge Agreements;

SEK means the lawful currency of Sweden;

Servicer Report has the meaning set out in Clause 9 of Servicing Agreement;

Servicing Agreement means the servicing agreement dated on or about the date of this Agreement between the Master Servicer, the Main SPV, the Main SPV Administrator, the Facility Agent and others;

Servicing Fees has the meaning given to it in Clause 4 of the Servicing Agreement;

Settlement Date means (i) during the Revolving Period, each Investment Date and (ii) following the Revolving Period, each 20th day of the month or, if such day is not a Business Day the immediately following Business Day unless it would thereby fall in the next calendar month in which case such day or date shall be brought forward to the immediately preceding Business Day or, in the event of the occurrence and continuation of a Termination Event, such additional or more frequent settlement dates as the Funding Purchasers and/or the Facility Agent may require, as notified by any of them in writing to the Originators’ Agent;

Shareholder means Stichting Cooperage Receivables Finance, a foundation ( stichting ) established under the laws of The Netherlands and holding all of the outstanding share capital of the Main SPV;

Share Capital Account means the bank account in the name of the Main SPV in which the share capital of the Main SPV is deposited (from time to time);

Shareholder Management Agreement means the shareholder management agreement dated on or about the date of this Agreement between the Shareholder, the Shareholder’s Director, the Main SPV and the Facility Agent;

Shareholder’s Director means Trust International Management (T.I.M.) B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of The Netherlands having its corporate seat ( statutaire zetel ) in Amsterdam, The Netherlands and its registered office at Naritaweg 165 Telestone 8, 1043 BW Amsterdam, The Netherlands;

Soterra LLC means Soterra LLC, a Delaware limited liability company and a wholly- owned Subsidiary of the Performance Indemnity Provider;

Spanish Originators means the Originators that are located in Spain as set out in Schedule 1, and Spanish Originator means any of them as the context may require;

Spanish Receivables means the Receivables originated by a Spanish Originator governed by Spanish law;

Special Report Date means (i) initially the first date designated as a “Special Report Date” by the Facility Agent and which falls within the period of 30 days following the date on which a Rating Downgrade Event occurred and (ii) thereafter, the date falling seven days after the immediately preceding Special Report Date, provided that no Special Report Date shall occur if the Rating Downgrade Event is no longer continuing and the Facility Agent and the Master Servicer have agreed on appropriate arrangements in relation to the provision of the Reports and funding by the Funding Purchasers between the last Special Report Date and the next subsequent RDR Investment Date.

Special Report Date Request has the meaning ascribed in Clause 4.1 of the Nieuw Amsterdam Receivables Purchase Agreement;

SDR Investment Date has the meaning ascribed in Clause 4.1 of the Nieuw Amsterdam Receivables Purchase Agreement;

Standard of Care means the standard of care of a prudent merchant;

Statutory Reserves means, with respect to the Committed Purchaser any Investment made in any currency, any currency, maximum reserve, liquid asset, fees or similar requirements (including any marginal, special, emergency or supplemental reserves or other requirements) established by any central bank, monetary authority, the Bank of England, the Financial Services Authority, the European Central Bank or other Official Body for any category of deposits or liabilities customarily used to fund loans in such currency or by reference to which interest rates applicable to loans in such currency are determined, in each case expressed as a percentage of the Invested Amount in respect of such Investment, as determined by the Funding Administrator. The Statutory Reserve rate shall be adjusted automatically on and as of the effective date of any change in any reserve, liquid asset or similar requirement;

STIBOR means:

(a)

the applicable Screen Rate; or

(b)

(if no Screen Rate is available for SEK) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Funding Administrator at its request quoted by the Reference Banks to leading banks in the Relevant Interbank Market, at 11:00 a.m. London time on the relevant date for offering deposits in SEK for one month,

and, if any such rate is below zero, STIBOR will be deemed to be zero;

Stress Factor means 2.25;

Subordinated Lender means Greif CC in its capacity as subordinated lender under the Subordinated Loan Agreement;

Subordinated Loan means collectively, all the Subordinated Loan Advances made available by the Subordinated Lender to the Main SPV under the Subordinated Loan Agreement;

Subordinated Loan Advance has the meaning given to it in the Subordinated Loan Agreement;

Subordinated Loan Agreement means the subordinated loan agreement dated on or about the date of this Agreement between the Subordinated Lender, the Main SPV, the Facility Agent and the Main SPV Administrator;

Subordinated Loan Required Advance Amount means in respect of an Investment Date the sum in each Approved Currency of (a) the positive difference between the Nominal Amount of all outstanding Purchased Receivables (including the Purchased Receivables that are to be purchased on such Investment Date) on such Investment Date in such Approved Currency, less the Investments on such Investment Date in the Approved Currency, (b) any amounts due in one or more Approved Currencies to remedy a breach of a Funding Test, and (c) any other amounts due by the Main SPV under the Nieuw Amsterdam Receivables Purchase Agreement in such Approved Currency;

Subsidiary of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person; provided that in no event shall the term Subsidiary include any Person unless and until its financial results are required to be consolidated with Greif Inc.’s financial results under GAAP. Unless otherwise specified, all references herein to a Subsidiary or to Subsidiaries shall refer to a Subsidiary or Subsidiaries of Greif Inc.;

Swap Contract means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement; and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a Master Agreement ), including any such obligations or liabilities under any Master Agreement;

Swap Termination Value means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any affiliate of a Lender;

Swedish Debt Collection Act means the Swedish Debt Collection Act (Sw. inkassolagen (1974:192) );

Swedish Originators means the Originators that are located in Sweden as set out in Schedule 1, and Swedish Originator means any of them as the context may require;

Swedish Personal Data Act means the Swedish Personal Data Act ( Sw. Personuppgiftslagen ( Sw. Personuppgiftslagen (1998:204));

Swedish Receivables means the Receivables originated by a Swedish Originator and governed by Swedish law;

Tax shall be construed so as to include any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature whatsoever (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) imposed or levied by or on behalf of any relevant jurisdiction or any sub-division of it or by any authority in it having power to tax, and Taxes , tax , taxes , taxation , taxable and comparable expressions shall be construed accordingly;

TD Pledged Rights means any and all present and future rights ( vorderingen ) of the Main SPV (including but not limited to rights to repayment of principal, payment of interest and payment of other amounts as well as rights to non-monetary payment) under or in respect of the Transaction Documents against each of the Transaction Documents Parties (other than the Main SPV and the Facility Agent);

Termination Date means, following the occurrence and continuation of a Termination Event (other than an Insolvency Termination Event) the date notified by the Funding Administrator to the Performance Indemnity Provider, Greif CC and Main SPV in writing, and upon the occurrence and continuation of an Insolvency Termination Event, the date on which the relevant Insolvency Termination Event occurred;

Termination Event means the occurrence of any of the following events:

(a)

the Main SPV or any Greif Transaction Party (other than an Originator) fails to pay any amount due under the Transaction Documents to which it is a party or to the account designated for such purpose within 2 Business Days of the due date therefor; or

(b)

the Main SPV or any Greif Transaction Party (other than an Originator) defaults in the performance or observance of any of its other obligations (other than a failure to perform or comply with obligations, which failure, in the reasonable opinion of the Facility Agent is not material) under or in respect of any Transaction Document and such default (a) is, in the reasonable opinion of the Facility Agent, incapable of remedy or (b) being a default, which is, in the reasonable opinion of the Facility Agent capable of remedy remains unremedied for 10Business Days or such longer period as the Facility Agent may agree after the Facility Agent has given written notice to the Main SPV or the relevant Greif Transaction Party (as the case may be);

(c)

any representation made or deemed to be made by the Main SPV or any Greif Transaction Party (other than an Originator) under any or in respect of any of the Transaction Documents proves to have been incorrect or misleading when made or deemed to be made (other than a misrepresentation, which, in the reasonable opinion of the Facility Agent, is not material) and such misrepresentation is incapable of remedy or (b) being a misrepresentation which (in the reasonable opinion of the Facility Agent) is capable of remedy remains unremedied for 10 Business Days or such longer period as the Facility Agent may agree after the Facility Agent has given written notice to the Main SPV or the relevant Greif Transaction Party (as the case may be);

(d)

the Master Servicer fails to deliver a Report in accordance with the terms of the Servicing Agreement and such Report is not provided in the form, format and manner contemplated in the Servicing Agreement within 2 Business Days of the due date of the delivery of such Report;

(e)

any Greif Transaction Party disposes of, or agrees to dispose of Purchased Receivables representing a material amount, or creates or agrees to create, an Adverse Claim on Purchased Receivables representing a material amount other than in accordance with the Transaction Documents;

(f)

it is or becomes unlawful for the Main SPV or any Greif Transaction Party to perform any of its material obligations under the Transaction Documents to which it is a party; or any of the material obligations under the Transaction Documents ceases to be a legal, valid and binding and enforceable obligation of any such Transaction Party;

(g)

the Main SPV or any Greif Transaction Party: (a) takes corporate action for its dissolution, liquidation or legal demerger or a substantial part of its assets are placed under administration; or (b) is or becomes Insolvent;

(h)

on a Reporting Date, the three-month rolling average Delinquency Ratio exceeds 0.016;

(i)

on a Reporting Date, the three-month rolling average Dilution Ratio exceeds 0.034;

(j)

on a Reporting Date, the three-month rolling average Days Sales Outstanding exceeds 85;

(k)

on any Investment Date, the Funding Base being less than the Aggregate Invested Amounts on such Investment Date and the Subordinated Lender has indicated that it will not provide a Subordinated Loan to cover the difference;

(l)

the occurrence of a Cross Default Event;

(m)

the occurrence of a Change of Control Event;

(n)

the Main SPV or any Greif Transaction Party repudiates a Transaction Document to which it is a party or evidences an intention to repudiate such a Transaction Document;

(o)

the second occurrence of an Originator Termination Event in respect of two (or more) separate Originators; and

(p)

the occurrence of the Facility Maturity Date (the Expiration Termination Event );

Tranche has the meaning specified in Section 11 of the Nieuw Amsterdam Receivables Purchase Agreement;

Tranche Period means, with respect to any Tranche (a) initially the period commencing on (and including) the applicable Investment Date and ending on (and excluding) the next Investment Date and (b) thereafter, each successive period commencing on (and including) the last day of the immediately preceding Tranche Period for such Tranche and ending on (and excluding) the next succeeding Investment Date; provided that:

(a)

any Tranche Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day (provided that if Yield in respect of such Tranche Period is computed by reference to the Eurocurrency Rate, and such Tranche Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Tranche Period shall end on the next preceding Business Day);

(b)

in the case of any Tranche Period of one day (A) if such Tranche Period is the initial Tranche Period for a Tranche, such Tranche Period shall be the applicable Investment Date, (B) any subsequently occurring Tranche Period which is one day shall, if the immediately preceding Tranche Period is more than one day, be the last day of such immediately preceding Tranche Period and, if the immediately preceding Tranche Period is one day, be the day next following such immediately preceding Tranche Period and (C) if such Tranche Period occurs on a day immediately preceding a day which is not a Business Day, such Tranche Period shall be extended to the next succeeding Business Day;

(c)

in the case of any Tranche Period for any Tranche which commences before the Termination Date and would otherwise end on a date occurring after the Termination Date, such Tranche Period shall end on the Termination Date and the duration of each Tranche Period which commences on or after the Termination Date shall be as selected by the Funding Administrator on behalf of the relevant Funding Purchaser; and

(d)

any Tranche Period in respect of which Yield is computed by reference to the CP Rate may be terminated at the election of the Funding Administrator, at any time, in which case the Tranche allocated to such terminated Tranche Period shall be allocated to a new Tranche Period commencing on (and including) the date of such termination and ending on (but excluding) the next Investment Date;

Transaction Documents means:

(a)

this Master Definitions Agreement

(b)

the Receivables Purchase Agreements;

(c)

the Servicing Agreement;

(d)

the Management Agreements;

(e)

the Administration Agreement;

(f)

the Subordinated Loan Agreement;

(g)

the Liquidity Facility Agreement;

(h)

the Performance and Indemnity Agreement;

(i)

the Rights Pledge Agreement;

(j)

the Belgian Collection Account Pledge Agreement;

(k)

the Danish Collection Account Pledge Agreement;

(l)

the English Collection Account Pledge Agreement; and

(m)

the Funding Cost Fee Letter;

(n)

any other document deemed to be a Transaction Document for the purposes of this Agreement by the Facility Agent (acting on behalf of the Funding Purchasers), the Italian Intermediary and Greif CC in its capacity as the Originators’ Agent, the Master Servicer and the Belgian Intermediary;

and Transaction Document means any of them as the context may require;

Transaction Party Obligation means all present and future indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or become due) of any Transaction Party to the Secured Creditors arising under or in connection with the Nieuw Amsterdam Receivables Purchase Agreement or any other Transaction Document or the transactions contemplated thereby, and shall include the Aggregate Invested Amount, Yield accrued and to accrue to maturity with respect to all Tranche Periods at such time, Fees, and all other amounts owed and payable (whether or not due and payable) by any Transaction Party under or in connection with the Nieuw Amsterdam Receivables Purchase Agreement or any other Transaction Document (whether in respect of fees, expenses, indemnifications, breakage costs, increased costs or otherwise), including interest, fees and other obligations that accrue after the commencement of any bankruptcy, insolvency or similar proceeding with respect to any Transaction Party (in each case whether or not allowed as a claim in such proceeding;

Transaction Parties means:

(a)

the Originators;

(b)

the Originators’ Agent;

(c)

the Intermediaries;

(d)

the Main SPV;

(e)

the Main SPV Administrator;

(f)

the Main SPV Account Bank;

(g)

the Directors;

(h)

the Shareholder;

(i)

the Funding Purchasers;

(j)

the Funding Administrator;

(k)

the Facility Agent;

(l)

the Master Servicer;

(m)

the Performance Indemnity Provider; and

(n)

the Subordinated Lender;

and Transaction Party means any of them as the context may require;

Transmission Date means, in respect of a Data Period, a day that is ten (10) Business Days prior to the relevant Investment Date;

UK Originators means the Originators that are located in England and Wales;

UK Receivables means the Receivables originated by a UK Originator and governed by English law;

Unpaid Balance means, with respect to any Purchased Receivable at any time, the unpaid amount of such Purchased Receivable at such time, excluding any finance, interest, late payment or similar charges owing by an Debtor in respect of such Purchased Receivable;

Usage Fees has the meaning given to it in the Funding Costs Fee Letter;

Unused Facility Fees has the meaning given to it in the Funding Costs Fee Letter;

VAT and Value Added Tax means value added tax as levied in accordance with Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax (repealing the Sixth Council Directive 77/388/EEC of 17 May 1977 on the harmonisation of the laws of Member States relating to turnover taxes) as implemented in the Member States of the European Union under their respective value added tax legislation and legislation supplemental thereto; and (b) any other tax of a similar fiscal nature (including but not limited to goods and services tax), whether imposed in a Member State of the European Union in substitution for, or levied in addition to, such tax, or in any other jurisdiction;

Voting Stock means means, with respect to any Person as of any date, the shares of such Person that is at the time entitled to vote in the election of the board of directors of such Person;

Written-off Receivable means a Receivable which has been written-off, or qualifies or would qualify for a write-off, as irrevocable in accordance with the relevant Credit and Collection Policies;

Yield means, for any Tranche and any Tranche Period, the sum of (without double-counting):

(a)

for each day during such Tranche Period on which any amount of such Tranche is outstanding, the result of the following: LOGO

plus

(b)

the Liquidation Fee, if any, in respect of such Tranche or part thereof for such Tranche Period,

where:


YR	=	the Yield Rate for such Tranche for such day;

IA	=	the aggregate Invested Amount of such Tranche on such day;

Y	=	360, 365 or 366, as provided in Section 6.4 of the Nieuw Amsterdam Receivables Purchase Agreement;

Yield Rate means, with respect to any Tranche for any day, (a) if such Tranche is funded on such day by the Conduit Purchaser through the issuance of Commercial Paper (including any Tranche funded by the Committed Purchaser which is refinanced, directly or indirectly, through the issuance of Commercial Paper), the CP Rate plus the Applicable Margin and (b) otherwise, the Alternate Rate; provided that, and notwithstanding anything herein to the contrary, at all times that a Termination Event has occurred and is continuing, the Yield Rate for all Tranches shall be a rate per annum equal to the Default Rate; and

Yield Reserve means an amount (expressed as a percentage) that is calculated as the product of:

(a)

prevailing 1 month weighted average of EURIBOR, GBP LIBOR, STIBOR, CIBOR and NIBOR plus 1.65% per annum.;

(b)

2.25; and

(c)

Days Sales Outstanding divided by 360.

1.2	Construction

(a)

Except to the extent the context otherwise requires, any reference in any of the Transaction Documents to:

(i)

encumbrance includes any mortgage, charge or pledge or other limited right securing any obligation of any person, or any other arrangement having a similar effect;

(ii)

indebtedness includes any obligation (whether incurred as principal debtor, co-debtor, surety or otherwise) for the payment or repayment of money, whether present or future, actual or contingent;

(iii)

month means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it commences or, where there is no date in the next calendar month numerically corresponding as aforesaid, the last day of such calendar month, and months and monthly shall be construed accordingly;

(iv)

a reference in any agreement or document to a day shall be construed as a reference to a calendar day;

(v)

a reference in any agreement or document to be a party , Party , parties or Parties shall be construed as a reference to a party or the parties entering into such agreement or document, but shall also be a reference to any successors or assignees of such party;

(vi)

person includes any individual, firm, company, institution, government, state or agency of a state or subdivision of a state or any association or partnership (whether or not having separate legal personality) or two or more of the foregoing and its successors in title, permitted assigns and permitted transferees;

(vii)

principal shall be construed as the English translation of hoofdsom/montant principal ;

(viii)

a reference to a law or a provision of law is a reference to that law or that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;

(ix)

a reference to an agreement or another document is a reference to that agreement or other document as amended, supplemented, novated, re-enacted or restated; and

(x)

a time of day is a reference to Amsterdam time.

(b)

Headings in a Transaction Document does not affect its interpretation.

(c)

Use of the singular shall, where the context requires, include the plural (and vice versa ).

(d)

If a party is obliged to make a payment or deliver a report, a notice or any other document on a certain day of the month under a Transaction Document and such day is not a Business Day, then that day shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which case such day or date shall be brought forward to the immediately preceding Business Day.

COMMON TERMS

2.	FURTHER ASSURANCE

Each Transaction Party designated as an Obligor in any Transaction Document for the purposes of this Clause shall (at such Transaction Party’s cost) do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power and as may be reasonably requested of it by the Transaction Party designated as an Obligee in such Transaction Document for the purposes of this Clause in order to implement and/or give effect to the Obligor’s obligations set out in such Transaction Document.

3.	NO RELIANCE

Each Transaction Party agrees that:

(a)

it has not entered into any of the Transaction Documents in reliance upon any representation, warranty or undertaking of any other Transaction Party which is not expressly set out or referred to in one of the Transaction Documents; and

(b)

except in respect of an express representation or warranty under any of the Transaction Documents, it shall not have any claim or remedy in respect of any misrepresentation or breach of warranty by any other Transaction Party or in respect of any untrue statement by any other Transaction Party, regardless of whether such misrepresentation, breach or untrue statement was made, occurred or was given prior to the execution of any of the Transaction Documents.

4.	NO RESCISSION OR NULLIFICATION

To the extent permitted by applicable law, each Transaction Party excludes and waives any right pursuant to Sections 6:265 et seq. of the Dutch Civil Code to rescind ( ontbinden ), in whole or in part, or nullify ( vernietigen ) or request the rescission ( ontbinding ), in whole or in part, or nullification of, any Transaction Document to which it is a party.

5.	BREACH OF DUTY

Nothing in this Clause shall have the effect of limiting or restricting any liability of a Transaction Party arising as a result of any gross negligence ( grove schuld ), fraud, wilful misconduct ( opzet ) or breach of any agreement by such person.

6.	FACILITY PARTY TO TRANSACTION DOCUMENTS

6.1	Better preservation and enforcement of rights

Except as otherwise specified in a Transaction Document, the Facility Agent has agreed to become a party to the Transaction Documents to which it is expressed to be a party for the better preservation and enforcement of its rights under the Transaction Documents and shall not assume any liabilities or obligations under any Transaction Document unless such obligation or liability is expressly assumed by the Facility Agent in such Transaction Document.

6.2	Facility Agent has no responsibility

The Facility Agent shall not have any responsibility for any of the obligations of the other Transaction Parties and the other Transaction Parties acknowledge that the Facility Agent has no such responsibility.

6.3	Third party beneficiary stipulation

The Facility Agent shall be entitled to demand performance by any of the Transaction Parties of their respective obligations owed to any of the other Transaction Parties under, pursuant to and/or in connection with any of the relevant Transaction Documents pertaining to the Main SPV, and to otherwise invoke any such Transaction Document against any of them, whether or not the Facility Agent is itself a party to such Transaction Document.

7.	CHANGE OF TRANSACTION PARTY

Unless provided otherwise, if there is any change in the identity of a Transaction Party, each of the Transaction Parties shall execute such documents and take such action as the Facility Agent, the new Transaction Party and the outgoing Transaction Party may reasonably require for the purposes of vesting in the new Transaction Party the benefit of any relevant Transaction Documents and the rights, powers and obligations of the relevant Transaction Party under such Transaction Documents, and releasing the outgoing Transaction Party from its future obligations under such Transaction Documents.

8.	RESTRICTION ON ENFORCEMENT OF SECURITY, NON-PETITION AND LIMITED RECOURSE

8.1	Enforcement

Each of the Transaction Parties agrees that until the date falling one year and one day after the Final Discharge Date:

(a)

only the Facility Agent is entitled to enforce the Security or to take proceedings against Greif CC and the Main SPV, as applicable, to enforce the Security or any of the provisions of the Security Agreements, provided that, at the instruction of the Facility Agent, Main SPV may enforce any security created pursuant to a Collection Account Pledge Agreement;

(b)

no Transaction Party (other than the Facility Agent) nor any person acting on behalf of such Transaction Party shall have any right to take any proceedings against the Main SPV to enforce the Security or, save in accordance with the terms of the relevant Transaction Documents, to direct the Facility Agent to do so;

(c)

no Transaction Party (other than the Facility Agent) nor any person acting on behalf of such Transaction Party shall have the right to take or join any person in taking any steps against the Main SPV for the purpose of obtaining payment of any amount due from the Main SPV to such party; and

(d)

it shall not be entitled to take any steps or proceedings which would result in the Post-termination Priority of Payments not being observed.

8.2	Limited Recourse

Notwithstanding any provision of any Transaction Document, all obligations of the Main SPV and the Italian Intermediary to the other Transaction Parties are limited in recourse as set out below:

(a)

each Transaction Party agrees that it will have a right of recourse (whether directly or indirectly) only in respect of the Secured Property and will not have any claim, by operation of law or otherwise, against, or recourse to any of the Main SPV’s other assets;

(b)

each Transaction Party agrees that it will have a right of recourse indirectly against the Italian Intermediary only in respect of the amounts received by the Italian Intermediary from the Main SPV under the Italian Intermediary Receivables Purchase Agreement and will not have any claim, by operation of law or otherwise, against, or recourse to any of the Italian Intermediary’s other assets;

(c)

sums payable to each Transaction Party in respect of the Main SPV’s obligations to such Transaction Party and the obligations of the Italian Intermediary to the parties to the Italian Intermediary Receivables Purchase Agreement shall be limited to the lesser of (a) the aggregate amount of all sums due and payable by the Main SPV (or the Italian Intermediary for any sums due under the Italian Intermediary Receivables Purchase Agreement) to such party and (b) the aggregate amounts received, realised or otherwise recovered by or for the account of the Facility Agent (and in relation to the Italian Intermediary, received in accordance with the Italian Intermediary Receivables Purchase Agreement) in respect of the Secured Property whether pursuant to enforcement of the Security or otherwise, net of any sums which are payable by the Main SPV in accordance with the applicable Priority of Payments in priority to or pari passu with sums payable to such Transaction Party; and

(d)

if following final distribution of net proceeds of enforcement of the Security the Facility Agent certifies, in its sole discretion, that the Main SPV and/or the Italian Intermediary has insufficient funds to pay in full all of the Main SPV’s obligations to such party, each Transaction Party shall have no further claim against the Main SPV and/or the Italian Intermediary (as the case may be) to the extent of such shortfall in respect of any unpaid amounts and such unpaid amounts shall be deemed to be discharged in full.

8.3	Obligations of the Main SPV

The obligations of the Main SPV under the Transaction Documents shall be payable solely to the extent of funds received from Collections and from any other party to the Transaction Documents.

8.4	Obligations of the Conduit Purchaser

The obligations of the Conduit Purchaser under the Transaction Documents shall be payable solely to the extent of funds received from Collections, from any other party to the Transaction Documents, or Conduit Support Providers under the Conduit Support Agreements and the Conduit Funding Documents in accordance with the terms thereof in excess of any funds required to pay matured and maturing Commercial Paper.

8.5	Non-petition

Each of the Transaction Parties hereby agrees that it shall not, until the expiry of one (1) year and one (1) day after the later of (i) the Final Discharge Date and (ii) the payment in full of all outstanding Commercial Paper or other indebtedness of the Conduit Purchaser in connection with any of the Conduit Support Agreements and the Conduit Funding Documents (in the case of the Conduit Purchaser and Conduit Support Providers) take any corporate action or other steps or legal proceedings (including Insolvency Proceedings) for the winding-up, dissolution or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of any of the Main SPV or the Funding Purchasers or any Conduit Support Providers or of any or all of any revenues or assets of the Main SPV or the Funding Purchasers or any Conduit Support Providers.

8.6	Survival of termination

The obligations arising out of this Clause 8 are continuing and, in particular, shall survive and remain binding on each Transaction Party for a period of the one (1) year and one (1) from the earlier of:

(i)

the date on which all amounts payable by any Greif Transaction Party under or in connection with this Agreement have been paid in full; and

(ii)

the date on which such Transaction Party otherwise ceases to be a Transaction Party.

9.	PROVISIONS RELATING TO THE SECURITY AGREEMENT

9.1	Secured Creditors and Transaction Documents

Each Secured Creditor shall be bound by, and deemed to have notice of, all of the provisions of the Transaction Documents, which are relevant to such Secured Creditor as if it was a party to each such Transaction Document.

9.2	Notice of pledge under Rights Pledge Agreement

Each Transaction Party (other than Main SPV and the Facility Agent) is hereby notified of the security interests created by the Main SPV pursuant to the Rights Pledge Agreement and confirms to have received notice of such security interests.

9.3	Recoveries after Enforcement

Except for monies paid out by the Facility Agent pursuant to the Post-termination Priority of Payments and unless explicitly provided otherwise in any Transaction Document, all monies received or recovered by the Secured Creditors in respect of the Secured Property after delivery of an enforcement notice (whether by way of set-off, retention, compensation, balancing of accounts or otherwise) shall forthwith be paid to (and pending such payment held as custodian ( bewaarnemer ) or on trust for the account of) the Facility Agent.

10.

NO OBLIGATIONS IN CERTAIN CIRCUMSTANCES

10.1	No recourse against shareholders and others

No recourse under any obligation, covenant or agreement of the Main SPV, the Italian Intermediary, the Funding Purchasers or Conduit Support Providers contained in the Transaction Documents to which it is expressed to be a party shall be had against any shareholder, officer or director of any of the Funding Purchasers, the Italian Intermediary, the Conduit Support Providers, or the Main SPV as such, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the Transaction Documents to which it is expressed to be a party is a corporate obligation of the Main SPV, the Italian Intermediary, the Funding Purchasers or Conduit Support Provider and no liability shall attach to or be incurred by the shareholders, officers, agents or directors of any of the Main SPV, the Italian Intermediary, the Funding Purchasers or the Conduit Support Provider as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Main SPV, the Italian Intermediary, the Funding Purchasers or the Conduit Support Provider contained in the Transaction Documents to which it is expressed to be a party, or implied therefrom. Any and all personal liability for breaches by the Main SPV, the Italian Intermediary, the Funding Purchasers or the Conduit Support Provider of any of such obligations, covenants or agreements, either at law or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by the Transaction Parties.

10.2	No liability for obligations of the Main SPV

The Transaction Parties, other than the Main SPV, shall not have any liability for the obligations of the Main SPV under the Transaction Documents to which it is expressed to be a party and nothing in the Transaction Documents shall constitute the giving of a guarantee, an indemnity or the assumption of a similar obligation by any of such other Transaction Parties in respect of the performance by the Main SPV of the Principal Obligations.

11.

CONFIDENTIALITY

11.1	Confidentiality of Information

Each Transaction Party agrees that it shall keep confidential and it will not disclose to any person, firm or company whatsoever any information relating to the business, finances or other matters of a confidential nature of any of the Transaction Parties which it may have obtained as a result of the execution of any Transaction Document and the transactions contemplated by the Transaction Documents or of which it may otherwise have become possessed. Information in respect of Receivables is excluded from this Clause 11.

11.2	Non-Application of Confidentiality Provisions

The Transaction Parties shall use all reasonable endeavours to prevent any disclosure referred to in Clause 11.1, provided however that the provisions of Clause 11.1 hereof shall not apply:

(a)

to the disclosure of any information to any person who is a Transaction Party to any of the Transaction Documents insofar as such disclosure is expressly permitted by such Transaction Documents;

(b)

to the disclosure of any information already known to the Transaction Party that is the addressee of the information otherwise than as a result of entering into any of the Transaction Documents;

(c)

to the disclosure of any information of or relating to any Transaction Party with the consent of such Transaction Party;

(d)

to the disclosure of any information which is or becomes public knowledge otherwise than as a result of the breach of any confidentiality obligation of the disclosing Transaction Party;

(e)

to the disclosure by the Funding Administrator or Facility Agent (acting on its own behalf and, where relevant, acting on behalf of the Funding Purchasers) of any information to any prospective Funding Purchaser or Funding Administrator that has agreed to keep such information confidential in accordance with this Clause 11 or in accordance with a standard loan market confidentiality undertaking;

(f)

to the extent that the disclosing Transaction Party is required to disclose the same pursuant to any Requirement of Law, or a direction or requirement of any entity exercising executive, legislative, judicial, regulatory, or administrative functions of, or pertaining to, government, with whose directions or requirements a disclosing Transaction Party is accustomed to comply;

(g)

to the extent that the disclosing Transaction Party needs to disclose the same for the exercise, protection or enforcement of any of its rights under or in relation to the Transaction Documents or, in the case of the Facility Agent or the Funding Administrator or Main SPV Administrator, for the purpose of discharging, in such manner as it thinks fit, its duties or obligations under or in connection with the Transaction Documents in each case to such persons as require to be informed of such information for such purposes;

(h)

to the extent that the disclosing Transaction Party needs to disclose the same to any of its employees provided that before any such disclosure each Transaction Party shall make the relevant employees aware of its obligations of confidentiality under the relevant Transaction Document and shall at all times procure compliance with such obligations by such employees;

(i)

to the disclosure of any information to professional advisers who receive the same under a duty of confidentiality; or

(j)

to the disclosure of any information which any Rating Agency may require to be disclosed to it or its professional advisers.

12.

CALCULATIONS AND PAYMENTS

12.1	Basis of accrual

Unless otherwise provided in the Transaction Documents any interest, commitments, commission or fees due from one Transaction Party to another under any Transaction Document shall accrue from day to day and shall be calculated on the basis of a year of 360 days.

12.2	FX calculations

Unless otherwise provided in the Transaction Documents, if on any day, a party is required to make any calculations under or in connection with a Transaction Document involving amounts denominated in an Approved Currency other than in Base Currency, such party shall convert such amounts from such Approved Currency into Base Currency at the Applicable Conversion Rate on such day.

12.3	Currency indemnity

If any sum (a Sum ) due from a paying Transaction Party to a receiving Transaction Party under any Transaction Document or any order, judgment, award or decision given or made in relation thereto has to be converted from the currency (the First Currency ) in which such Sum is payable into another currency (the Second Currency ) for the purpose of:

(a)

making or filing a claim or proof against the paying Transaction Party; or

(b)

obtaining or enforcing an order, judgment, award or decision in any court or other tribunal,

the paying Transaction Party shall indemnify the receiving Transaction Party from and against any loss suffered or incurred as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert such Sum from the First Currency into the Second Currency and (b) the rate or rates of exchange available to such person at the time of receipt in the international currency markets. The paying Transaction Party shall pay such indemnity to the receiving Transaction Party as soon as reasonably possible.

12.4	Payments to other Transaction Parties

On each date on which any Transaction Document requires an amount to be paid by one Transaction Party to another Transaction Party (other than the Main SPV), the paying Transaction Party shall make the relevant amount available to the receiving Transaction Party by payment to the account specified in the relevant Transaction Document for value on the due date no later than the time specified in the relevant Transaction Document or, if no time is specified in the relevant Transaction Document, by close of banking hours in the place of payment on the due date.

12.5	No set-off

Except as expressly permitted under any Transaction Document, all payments required to be made by any Transaction Party under the Transaction Documents shall be calculated without reference to any set-off or counterclaim and shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim, unless the party to which such Transaction Party is required to pay, has become Insolvent, in which case set-off and counterclaim by such Transaction Party shall be permitted to the fullest extent possible under applicable law.

12.6	Rectification

If any amount paid pursuant to a Transaction Document (other than by or to the Facility Agent) shall be determined (after consultation in good faith between the Transaction Parties which are parties to the relevant Transaction Document) to have been incorrect, the Transaction Parties shall consult in good faith in order to agree upon an appropriate method for rectifying such error so that the amounts subsequently received and retained by all relevant Transaction Parties are those which they would have received and retained if no such error had been made.

13.

VALUE ADDED TAX

13.1	Exclusive of VAT

Unless otherwise provided, any sum stated to be payable under a Transaction Document by one Transaction Party to another is exclusive of any VAT chargeable on the supply for which that sum is the consideration (in whole or in part) for VAT purposes.

13.2	Input supply

If any Transaction Document requires a Transaction Party (the Payer ) to reimburse another Transaction Party (the Payee ) for costs related to a supply made to the Payee, the Payer shall also indemnify the Payee for any VAT burden with respect to this supply, as far as the Payee is not entitled to recover this VAT burden through deduction in its own VAT return or through a request for refund of VAT filed with the VAT authorities of the competent jurisdiction. For the purposes of this Clause 13.2 the wording VAT burden shall mean the VAT (with respect to the aforementioned supply) that has been charged to the Payee by its supplier or the VAT that has become due by the Payee on the basis of reverse charge rules (i.e. when VAT has to be paid through self-assessment by the recipient of the supply).

14.

WITHHOLDING TAXES

14.1	Tax deduction

Each payment made by a paying Transaction Party to a receiving Transaction Party under any Transaction Document shall be made without any Tax deduction, unless a Tax deduction is required by any law.

14.2	Notification

If a paying Transaction Party becomes aware that it must make a Tax deduction in respect of any payment under any Transaction Document (or that there is any change in the rate or the basis of a Tax deduction) it shall notify the receiving Transaction Party accordingly.

14.3	Tax gross-up

Except as otherwise provided in any Transaction Document, if a Tax deduction is required by law to be made by a paying Transaction Party (other than the Main SPV, the Main SPV Administrator, the Main SPV Account Bank, the Funding Purchasers, the Funding Administrator, the Italian Intermediary and the Facility Agent) the amount of the payment due from such paying Transaction Party shall be increased to an amount which (after making any Tax deduction) leaves an amount equal to the payment which would have been due if no Tax deduction had been required.

14.4	Tax Credits

If a paying Transaction Party makes a Tax payment and a receiving Transaction Party determines that a Tax credit is attributable to that Tax payment and the receiving Transaction Party has obtained, utilised and retained that Tax credit then the receiving Transaction Party shall pay an amount to the paying Transaction Party which the receiving Transaction Party determines will leave it (after that payment) in the same after-tax position as it would have been in had the Tax payment not been required to be made by the paying Transaction Party.

15.

STAMP DUTY

15.1	Stamping

If any stamp duty, registration taxes, or any other similar duties or taxes are required to be paid with respect to any Transaction Documents or any document referred to in it, the Main SPV Administrator shall promptly arrange for the document to be stamped and the duties or taxes paid for by the Main SPV.

15.2	Delivery of stamped Transaction Documents

If any Transaction Document is subject to stamp duty and counterparts or duplicates of any Transaction Document are executed, the Main SPV Administrator shall ensure that all the counterparts or duplicates are duly stamped and shall then deliver a stamped counterpart or duplicate to each other Transaction Party to such Transaction Document as soon as practicable.

16.

NOTICES

16.1	Communications in writing

Except as otherwise specified in a Transaction Document, any notice:

(a)

shall be in writing;

(b)

shall be in the English language or accompanied by a translation thereof into English certified (by an officer of the person making or delivering the same) as being a true and accurate translation thereof; and

(c)

shall be delivered personally or sent by post (and air mail if overseas) or by fax to the party due to receive the notice at its address as specified in Schedule 2 hereto or to another address specified by that party by not less than 7 days’ written notice to the other Transaction Parties received before the notice was despatched.

16.2	Time of receipt

Unless there is evidence that it was received earlier, a notice marked for the attention of the person specified in accordance with Clause 16.1 is deemed given:

(a)

if delivered personally, when left at the relevant address referred to in the Notices Details;

(b)

if sent by post, except air mail, two (2) Business Days after posting it;

(c)

if sent by air mail, six (6) Business Days after posting it; and

(d)

if sent by fax, when confirmation of its transmission has been recorded by the sender’s fax machine.

16.3	Notice to Debtors

All notices made under or pursuant to the Transaction Documents to Debtors located in the jurisdictions described in Schedule 2 will be made in compliance with the requirements set out therein.

17.

VARIATION OF TRANSACTION DOCUMENTS

17.1	Transaction Documents; Facility Agent’s consent

A variation of any Transaction Document is valid only if it is in writing and signed by or on behalf of the Facility Agent, the Main SPV (or, in relation to the Italian Intermediary Receivables Purchase Agreement, the Italian Intermediary (acting upon the instructions of the Facility Agent)) and each other Transaction Party which is a party to such Transaction Document and notification is made to the Rating Agencies of such variation.

17.2	Master Definitions Agreement

A variation of this Agreement is valid in respect of (i) a Transaction Party or (ii) a Transaction Document which incorporates the definitions and/or Common Terms contained in this Agreement (or if the definitions and/or the Common Terms contained in this Agreement otherwise apply to that Transaction Document), only if (a) it is signed by each of the Transaction Parties which is a party to such Transaction Document and (b) it is signed by the Main SPV and the Facility Agent pursuant to Clause 17.1.

18.

PARTIAL INVALIDITY

The illegality, invalidity or unenforceability of any provision of the Transaction Documents or any part thereof under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. In the event that a provision of a Transaction Document is invalid, illegal, not binding, or unenforceable (either in whole or in part), the remainder of such Transaction Document shall continue to be effective to the extent that, in view of such Transaction Document’s substance and purpose, such remainder is not inextricably related to and therefore inseverable from the invalid, illegal, not binding or unenforceable provision. The parties shall make every effort to reach agreement on a new clause which differs as little as possible from the invalid, illegal, not binding or unenforceable provision, taking into account the substance and purpose of such Transaction Document.

19.

ENTIRE AGREEMENT

The Transaction Documents and any documents referred to in the Transaction Documents constitute the entire agreement and understanding between the Transaction Parties relating to the transactions contemplated by such Transaction Documents.

20.

MULTIPLE CAPACITIES

Where any Transaction Party acts in more than one capacity under a Transaction Document, the provisions of that Transaction Document shall apply to such person as though it were a separate party in each such capacity.

21.

INCONSISTENCY

If a provision of any Transaction Document is inconsistent with any provision of this Agreement, the provision of such Transaction Document shall prevail.

22.

SERVICES NON-EXCLUSIVE

22.1	Non-Exclusivity

Except as otherwise provided in a Transaction Document, nothing in the Transaction Documents shall prevent any Transaction Party from rendering services similar to those provided for in the Transaction Documents to other persons, firms or companies or from carrying on any business similar to or in competition with the business of any of the Transaction Parties.

22.2	Existing Businesses

Nothing in the Transaction Documents shall prevent any Transaction Party from carrying on its own business in the manner which it thinks fit, unless, by so doing, it would render itself unable to perform its obligations under the Transaction Documents in the manner contemplated in the Transaction Documents.

23.

EXERCISE OF RIGHTS AND REMEDIES

23.1	No waiver

A failure to exercise or delay in exercising a right or remedy provided by any Transaction Document or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by any Transaction Document or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

23.2	Rights and remedies cumulative

The rights and remedies contained in a Transaction Document are cumulative and not exclusive of rights or remedies provided by law.

23.3	Facility Agent’s consent

No right or remedy provided by any Transaction Document is capable of being waived other than with the prior written consent of the Facility Agent (and in relation to the Italian Intermediary Receivables Purchase Agreement, the Italian Intermediary acting upon the instructions of the Facility Agent).

24.

ASSIGNMENT AND SUBCONTRACTING

24.1	Successors

Unless otherwise provided for in such Transaction Document, each Transaction Document shall be binding upon and enure to the benefit of each Transaction Party which is a party to such Transaction Document or is otherwise bound by its terms and its or any subsequent successors and assigns.

24.2	Assignment

Save as contemplated by the Transaction Documents, a Transaction Party (other than the Facility Agent) may not assign, transfer, pledge or otherwise encumber, or purport to assign, transfer, pledge or otherwise encumber a right or obligation under any Transaction Document to which it is a party without the prior written consent of the Facility Agent.

24.3	Benefit

Each Transaction Party (other than the Facility Agent) is entering into each Transaction Document to which it is a party for its benefit and not for the benefit of another person.

24.4	Subcontract

A Transaction Party may not subcontract the performance of any of its obligations under a Transaction Document, unless specifically permitted under the terms of the Transaction Documents.

24.5	Counterpart

Each Transaction Document may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

25.

GOVERNING LAW AND JURISDICTION

25.1	Governing law of the Common Terms

If, and to the extent that, the Common Terms apply or otherwise are incorporated by reference into any Transaction Document, such Common Terms and all non-contractual obligations arising out of or pursuant to them shall be governed by, and construed in accordance with, the laws governing that Transaction Document and the provision of that Transaction Document setting out the relevant jurisdiction shall apply mutatis mutandis to such Common Terms.

25.2	Attorney

If a party to a Transaction Document is represented by (an) attorney(s) in connection with the execution of such Transaction Document or any agreement or document pursuant hereto, and the relevant power of attorney is expressed to be governed by Netherlands law, such choice of law is hereby accepted by the other parties, in accordance with Article 14 of the Hague Convention on the Law Applicable to Agency of 14 March 1978.

IN WITNESS WHEREOF the parties hereto have executed and delivered this Agreement the day and the year first above written.

SIGNATORIES

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.; LONDON BRANCH As Facility Agent, Funding Administrator, Committed Purchaser, Main SPV Account Bank and Main SPV Administator



By:				By:
Title:				Title:

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

As Italian Intermediary



By:				By:
Title:				Title:

NIEUW AMSTERDAM RECEIVABLES CORPORATION

As Conduit Purchaser



By:
Title:

COOPERAGE RECEIVABLES FINANCE B.V.

As Main SPV


/s/ Gawein Heijmans		/s/ Aura Bok
By:	Gawein Heijmans	By:	Anna Bak
Title:	Attorney in fact	Title:	Attorney in fact

STICHTING COOPERAGE RECEIVABLES FINANCE

As Shareholder


/s/ Gawein Heijmans		/s/ Aura Bok
By:	Gawein Heijmans	By:	Anna Bak
Title:	Attorney in fact	Title:	Attorney in fact

GREIF COORDINATION CENTER BVBA

for itself as Servicer, Subordinated Lender, Belgian Intermediary, Originators’ Agent and on behalf of each originator


/s/ Michel Verholen
By:		Michel Verholen
Title:		Director

GREIF, INC.

AS PERFORMANCE INDEMNITY PROVIDER


/s/ Gary R. Martz		/s/ Robert M. McNutt
By:	Gary R. Martz	By:	Robert M. McNutt
Title:	Executive Vice President	Title:	Senior Vice President

TRUST INTERNATIONAL MANAGEMENT (T.I.M.) B.V.

as Director


/s/ Gawein Heijmans		/s/ Aura Bok
By:	Gawein Heijmans	By:	Anna Bak
Title:	Attorney in fact	Title:	Attorney in fact

SCHEDULE 1

ORIGINATORS


No.	Originator name	Location

1	Greif Belgium BVBA	Belgium

2	Pack2pack Rumbeke NV	Belgium

3	Pack2pack Zwolle BV	The Netherlands

4	Greif Nederland B.V.	The Netherlands

5	Pack2Pack Halsteren B.V.	The Netherlands

6	Greif Italia S.p.A.	Italy

7	Fustiplast S.p.A.	Italy

8	Greif France S.A.S.	France

9	Pack2pack Lille SAS	France

10	Greif Packaging Spain S.A.	Spain

11	Greif UK Ltd.	England

12	Greif Germany GMBH	Germany

13	Fustiplast GmbH	Germany

14	Pack2pack Mendig GmbH	Germany

15	Greif Portugal S.A.	Portugal

16	Greif Sweden Aktiebolag	Sweden

17	Greif Packaging Sweden Aktiebolag	Sweden

18	Greif Norway AS	Norway

SCHEDULE 2

NOTICE DETAILS


Party		Notice Details

An Originator or the Originator’s Agent		Greif Coordination Center BVBA Beukenlei 24, 2960 Brecht, Belgium Attn.: Mr. Frank Maes Facsimile: +32 3 6700246 Telephone: +32 3 6700204 CC Greif International Holding BV Bergseweg 6, 3633 AK Vreeland The Netherlands Attn. Wanda H. van Engelen Facsimile: +31 (0)294 238 227 Telephone: +31 (0)294 238 382 CC Greif, Inc. 425 Winter Road Delaware, Ohio 43015 United States of America Attn: Gary R. Martz Facsimile: +1 740 549 6101 Telephone: +1 740 549 6188

Master Servicer, Belgian Intermediary or Subordinated Lender		Greif Coordination Center BVBA Beukenlei 24, 2960 Brecht, Belgium Attn.: Mr. Frank Maes Facsimile: +32 3 6700246 Telephone: +32 3 6700204 CC Greif International Holding BV Bergseweg 6, 3633 AK Vreeland The Netherlands Attn. Wanda H. van Engelen Facsimile: +31 (0)294 238 227 Telephone: +31 (0)294 238 382 CC Greif, Inc. 425 Winter Road Delaware, Ohio 43015 United States of America Attn: Gary R. Martz Facsimile: +1 740 549 6101 Telephone: +1 740 549 6188


Performance Indemnity Provider		Greif, Inc. 425 Winter Road Delaware, Ohio 43015 United States of America Attn: Mr Gary R. Martz Facsimile: +1 740 549 6101 Telephone: +1 740 549 6188 CC Greif International Holding BV Bergseweg 6, 3633 AK Vreeland, The Netherlands Attn. Wanda H. van Engelen Facsimile: +31 (0)294 238 227 Telephone: +31 (0)294 238 382 CC Greif Coordination Center BVBA Beukenlei 24, 2960 Brecht, Belgium Attn.: Frank Maes Facsimile: +32 3 6700246 Telephone: +32 3 6700204

Main SPV		Naritaweg 165 Telestone 8 1043 BW Amsterdam, The Netherlands Attn: Managing Directors Facsimile: +31 (0)20 5722 650 Telephone: +31 (0)20 5722 300 Email: AmsStructuredFinance@citco.com

Main SPV’s Director		Trust International Management (T.I.M.) B.V. Naritaweg 165 Telestone 8 1043 BW Amsterdam, The Netherlands Attn: Managing Directors Facsimile: +31 (0)20 5722 650 Telephone: +31 (0)20 5722 300 Email: AmsStructuredFinance@citco.com

Director		Trust International Management (T.I.M.) B.V. Naritaweg 165 Telestone 8 1043 BW Amsterdam, The Netherlands Attn: Managing Directors Facsimile:+31 (0)20 5722 650 Telephone: +31 (0)20 5722 300 Email: AmsStructuredFinance@citco.com

Shareholder		Naritaweg 165 Telestone 8 1043 BW Amsterdam, The Netherlands Attn: Managing Directors Facsimile:+31 (0)20 5722 650 Telephone: +31 (0)20 5722 300 Email: AmsStructuredFinance@citco.com

The Italian Intermediary		Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. Attn: Eugene van Esveld P.O. Box 17100, 3500 HG Utrecht, The Netherlands


The Funding Purchaser(s)		(1) Nieuw Amsterdam Receivables Corporation c/o Global Securitization Services, LLC 68 South Service Road Suite 120 Melville, New York 11747 United States of America Attn: Damian A Perez / Bill Pierce Telephone: +1 212 631 930 7218 Facsimile: + 1 212 302 8767 With a copy to the following: Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch Thames Court One Queenhithe London EC4V 3RL England Attn: European Securitisation Group, Graeme Hattie Telephone: +44 (0)20 7809 3665 Facsimile: +44 (0)20 7809 3523 (2) Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch Thames Court One Queenhithe London EC4V 3RL England Attn: European Securitisation Group, Graeme Hattie Telephone: +44 (0)20 7809 3665 Facsimile: +44 (0)20 7809 3523

The Funding Administrator, Main SPV Administrator or Facility Agent and Main SPV Account Bank		Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch Thames Court One Queenhithe London EC4V 3RL England Attn: European Securitisation Group, Graeme Hattie Telephone: +44 (0)20 7809 3665 Facsimile: +44 (0)20 7809 3523

SCHEDULE 3

ELIGIBILITY CRITERIA

The Receivables that satisfy each of the following criteria are Eligible Receivables:

(a)	A Receivable that has been originated by the Seller in the ordinary course of its business.

(b)	In the case of a Receivable which does not arise from a Key Account Contract, a Receivable which is governed by the laws of the jurisdiction of the Seller.

(c)	In the case of a Receivable arising from a Key Account Contract, a Receivable that is governed by the laws of either Belgium, England, France, Italy, Portugal, Spain, Germany, Sweden, the Netherlands, Denmark, Norway, the State of California and the State of Michigan.

(d)	A Receivable with respect to which the applicable Originator has performed all obligations required to be performed by it thereunder or under any related Contract, including shipment of the merchandise and/or the performance of the services purchased thereunder.

(e)	A Receivable that is denominated in EUR, NOK, SEK, DKK or GBP.

(f)	A Receivable where payment is due no later than 365 days after the relevant invoice date.

(g)	A Receivable that is not a Delinquent Receivable or a Defaulted Receivable.

(h)

A Receivable where the terms thereof (including payment terms) has not been altered, adjusted or extended in a manner that would materially adversely affect the transferability or collectability of such Receivable or the ability of a Transaction Party to comply with the terms of the Transaction Documents.

(i)	A Receivable which has been underwritten in all material respects accordance with the relevant Originator’s Credit and Collection Policy and complies in all material respects with applicable laws.

(j)	A Receivable which is freely assignable by the relevant Originator without the need to give notice to, or obtain the consent of, the Debtor or any third party (or if such notice or consent is required, it has been obtained or given).

(k)	The relevant Originator is the legal and beneficial owner of the Receivable, has good and marketable title to it, and is entitled and empowered to sell the Receivable to the Buyer.

(l)	A Receivable which together with its related Contract constitutes the legal, valid, binding and enforceable obligation of the Debtor and is at the time of sale not subject to any litigation, dispute, counterclaim or other defence.

(m)	A Receivable which together with its related Contract does not contravene any applicable law which would render such Receivable unenforceable or which would otherwise impair in any material respect the collectability of such Receivable.

(n)	The Debtor of the Receivable is not a Delinquent Debtor.

(o)	A Receivable which is free and clear of any charge, encumbrance or Adverse Claim, and has not (save in respect of ING Receivables) been previously sold or pledged to any other party.

(p)	Where a Receivable as well as the Collections relating thereto and any Related Rights can be easily segregated and identified for ownership purposes on any given day.

(q)	A Receivable that is identifiable by its Nominal Amount, Debtor name and address, and its term, the details of which are electronically stored in the computer systems of the relevant Originator and/or the Master Servicer at any given time.

(r)	Where a Receivable and its Related Rights and Contracts are not subject to any current account arrangements.

(s)	A Receivable that does not originate from the resale of products which were subject to an Adverse Claim or for which the original acquisition price has not been paid by the relevant Originator.

(t)	A Receivable that does not originate from the resale of products which had been acquired by the relevant Originator subject to a reservation of title, unless the reservation of title has lapsed due to the payment of the original acquisition price or has otherwise lapsed.

(u)	A Receivable evidenced by an invoice issued to the relevant Debtor which complies with the applicable VAT requirements, and which shows the amount and percentage of VAT applied, if any.

(v)	A Receivable that does not carry any contractually agreed interest (other than late payment interest) and which is not subject to any withholding tax and in respect of which no stamp, registration or similar tax is required to be paid.

(w)

A Receivable that does not arise under a contract which by its terms restricts or prevents the receipt and/or disclosure of the Receivable and any other Debtor related information as may be required in connection with the sale of such Receivable under the terms of any of the Transaction Documents or for the purposes of enforcement.

(x)	A Receivable that does not arise under a contract which is subject to consumer protection or public procurement laws and regulations.

(y)	A Receivable that is not subject to any currency convertibility or currency transfer limitation.

(z)	A Receivable that does not arise under a contract that constitutes a hire, leasing, hire purchase or contract hire transaction.

(aa)

In respect of French Receivables, that it does not arise from a sub-contract ( contrat de sous-traitance ) under which the relevant debtor may prevail itself of a direct claim right ( action directe ) provided for under French law no. 75-1334 dated 31 December 1975 (as amended by laws no. 81-1 dated 2 January 1981 and no. 84.46 dated 24 January 1984).

(bb)	In respect of the Receivable, the location of the Debtor and its address for invoicing purposes (if different) are clearly identified in the books and records of the relevant Originator.

(cc)	A Receivable that is not an Excluded Receivable.

(dd)

An Italian Receivable is an Italian law governed monetary claims owned by the relevant Italian Originator originated by it in the course of its business activity and assignable to the Italian Intermediary pursuant to the law with Debtors made pursuant to the relevant Receivables Offers and the Receivables Acceptances under law No. 52 of 21st February 1991.

(ee)

A Receivable that is not affected by (i) the rights of the holder of billets à ordre , lettres de change or similar types of negotiable instruments issued in relation to such receivable or (ii) any retention of title ( réserve de propriété ) or retention right ( droit de retention ) for the benefit of a third party.

SCHEDULE 4

CONDITIONS PRECEDENT

PART 1

INITIAL CONDITION PRECEDENT

The following are the initial conditions precedent:

(a)

copies of a resolution of the Main SPV’s, the Shareholder’s and each Greif Transaction Party’s board of directors (except for the German Originators), and any other necessary corporate documents, approving the Transaction Documents to which it will become a party and the other documents to be delivered by it and the transactions contemplated hereunder;

(b)	a director’s certificate of each Originator certifying as to such Originator’s solvency;

(c)	copies of the constitutive documents of the Main SPV, the Shareholder and each Greif Transaction Party;

(d)	a certificate of the Main SPV, the Shareholder and each Greif Transaction Party certifying:

(i)

the names and signatures of the officers authorised on behalf of such party to execute the Transaction Documents to which it will become a party and any other documents to be delivered by it hereunder, on which certificate the Main SPV and the Funding Administrator may conclusively rely until such time as the Main SPV and the Funding Administrator shall receive from such party a revised certificate meeting the requirements of this paragraph; and

(ii)

the authenticity of the constitutive documents of such party.

(e)	legal opinions from:

(i)

legal counsel in the relevant jurisdictions to the Greif Transaction Parties in form and substance satisfactory to the Main SPV and the Funding Administrator regarding (i) due execution by, and corporate authority of each Greif Transaction Party, (ii) the validity and enforceability of the obligations of the Greif Transactions Parties under and in connection with the Transaction Documents to which they are expressed to be a party and (iii) the perfection of the sale and transfer of the Receivables Purchase Agreements (other than the Nieuw Amsterdam Receivables Purchase Agreement) and such other matters concerning such Greif Transaction Party as the Main SPV and/or the Funding Administrator may require; and

(ii)

legal counsel in the relevant jurisdictions to the Funding Administrator regarding (i) the due execution and corporate authority of Main SPV, (ii) the validity and enforceability of the obligations of Main SPV under and in connection with the relevant Transaction Documents to which Main SPV is expressed to be a party, (iii) the enforceability of the Main SPV Security Documents, and (iv) the sale of the Receivables;

(f)	a copy of the Servicing Agreement as executed;

(g)	a copy of the Nieuw Amsterdam Receivables Purchase Agreement, as executed;

(h)	a copy of the Receivables Purchase Agreements as executed;

(i)	a copy of the Subordinated Loan Agreement as executed;

(j)	a copy of the Administration Agreement as executed;

(k)	a copy of each Management Agreement as executed;

(l)	a copy of each Security Agreement as executed;

(m)	a copy of the Master Definitions Agreement as executed;

(n)	a copy of the Performance and Indemnity Agreement as executed;

(o)	a copy of the Liquidity Facility Agreement as executed;

(p)	evidence satisfactory to the Facility Agent that the Transaction Security has been or will be perfected in accordance with all applicable laws, including but not limited to any notice required to be provided under any Collection Account Pledge Agreement;

(q)	evidence satisfactory to the Facility Agent that any required UCC filing has been completed;

(r)	confirmation from each of the Rating Agencies that upon execution of the Nieuw Amsterdam Receivables Purchase Agreement, the Commercial Paper will maintain their then current rating; and

(s)	a copy of the Funding Cost Fee Letter as executed and evidence that the fees, costs and expenses then due from the Greif Transaction Parties pursuant thereto have been paid.

PART 2

CONTINUING CONDITIONS PRECEDENT

The Ongoing Conditions Precedent are:

(1)	no Termination Event has occurred;

(2)	all representations and warranties referred to in Article 20 of the Nieuw Amsterdam Receivables Purchase Agreement are true and correct;

(3)	no applicable law, order, judgement or decree or other Requirement of Law shall prohibit the purchase of the Purchased Receivables by the relevant Funding Purchaser;

(4)

in the case of an Investment, the making of such Investment is permitted pursuant to Clause 4 of the Nieuw Amsterdam Receivables Purchase Agreement and the Main SPV (or the Master Servicer on its behalf) has delivered an Investment Request, appropriately completed, within the time period required thereby;

(5)	all Reports have been delivered when due or within any applicable grace period (or any failure to deliver a Report when due has been waived in writing by the Funding Administrator);

(6)	in the case of an Investment, no Potential Termination Event has occurred;

(7)	all Fees required to be paid, have been paid when due;

(8)	after giving effect to any Investment and the use of the proceeds thereof, the Funding Tests have not been breached; and

(9)	any Subordinated Loan Advance required to be made under the Subordinated Loan Agreement has been made in full.

Exhibit 10.2

LOGO

CLIFFORD CHANCE LLP

ADVOCATEN SOLICITORS NOTARIS

BELASTINGADVISEURS

EXECUTION COPY

DATED 27 APRIL 2012

GREIF, INC.

AS PERFORMANCE INDEMNITY PROVIDER

COOPERAGE RECEIVABLES FINANCE B.V.

AS MAIN SPV

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,

AS ITALIAN INTERMEDIARY

AND

COÖPERATIEVE CENTRALE BANK RAIFFEISEN-BOERENLEENBANK B.A.

(TRADING AS RABOBANK INTERNATIONAL), LONDON BRANCH

AS COMMITTED PURCHASER, FACILITY AGENT AND FUNDING

ADMINISTRATOR

PERFORMANCE AND INDEMNITY AGREEMENT

CONTENTS


Clause	Page
1. Definitions and Interpretations		2
2. Performance Indemnity		3
3. Preservation of Rights		4
4. Representations and Warranties		6
5. Covenants		7
6. Taxes, Withholding and Interest		7
7. Currency Conversion		8
8. Continuing Guarantee		8
9. Appropriations and Suspense Account		8
10. Costs and Expenses		9
11. Governing Law and Forum		9

THIS PERFORMANCE AND INDEMNITY AGREEMENT is made on 27 April 2012

BETWEEN:

(1)	GREIF, INC. , a company incorporated under the laws of the state of Delaware whose registered office is 425 Winter Road, Delaware, Ohio 43015, United States of America (the “ Performance Indemnity Provider ”);

(2)

(3)

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., a cooperative with limited liability ( coöperatie met beperkte aansprakelijkheid ) incorporated under the laws of The Netherlands having its corporate seat ( statutaire zetel ) in Amsterdam, The Netherlands as intermediate seller (in such capacity, the “ Italian Intermediary ”); and

(4)

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (TRADING AS RABOBANK INTERNATIONAL) , LONDON BRANCH , a cooperative with limited liability ( coöperatie met beperkte aansprakelijkheid ) incorporated under the laws of The Netherlands, having its seat ( statutaire zetel ) in Amsterdam, The Netherlands, acting through its office at Thames Court, One Queenhithe, London, EC4V 3RL, the United Kingdom as committed purchaser (in such capacity, the “ Committed Purchaser ” and, together with the Nieuw Amsterdam Receivables Corporation, the “ Funding Purchasers ” and each, a “ Funding Purchaser ”), as funding administrator (in such capacity, the “ Funding Administrator ”), as facility agent (in such capacity, the “ Facility Agent ”) and as Main SPV administrator (in such capacity, the “ Main SPV Administrator ”),

(the Main SPV, the Italian Intermediary, the Committed Purchaser, the Funding Administrator, the Facility Agent and the Main SPV Administrator together, the “ Beneficiaries ” and each a “ Beneficiary ”).

WHEREAS:

(A)	The Greif Group has initiated a trade receivables securitisation programme with Rabobank International pursuant to which:

(i)

each Originator will sell, assign and transfer those Receivables (other than Excluded Receivables) to an Intermediary in accordance with the relevant Originator Receivables Purchase Agreement;

(ii)

each Intermediary will onsell, assign and transfer those Receivables acquired by it to the Main SPV in accordance with the relevant Intermediary Receivables Purchase Agreement; and

(iii)

the Main SPV will onsell, assign and (if required by the Funding Purchasers) transfer certain those Receivables acquired by it to a Funding Purchaser in accordance with the Nieuw Amsterdam Receivables Purchaser Agreement.

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(B)	It is proposed that the Performance Indemnity Provider will make certain undertakings and grant certain indemnities to the Beneficiaries in connection with the performance by the Greif Transaction Parties of their obligations under the Transaction Documents. IT IS AGREED as follows:

1.	DEFINITIONS AND INTERPRETATIONS

1.1

Unless otherwise defined in this Agreement or the context otherwise requires, words and expressions used in this Agreement have the meanings and constructions ascribed to them as set out in Clause 1.1 of the Master Definitions Agreement which is dated 27 April 2012 between, inter alia, the parties hereto (as the same may be amended, varied or supplemented from time to time with the consent of the parties to this Agreement, the “ Master Definitions Agreement ”). Clause 1.2 of the Master Definitions Agreement is incorporated herein by reference. Accordingly, this Agreement shall be construed in accordance with the principles of construction and interpretation set out in such Clause 1.2 of the Master Definitions Agreement.

1.2	The Common Terms apply to this Agreement and shall be binding on the parties to this Agreement as if set out in full herein.

1.3	If there is any conflict between the provisions of the Common Terms and the provisions of this Agreement, the provisions of this Agreement shall prevail.

1.4	Clause 2 ( Further Assurance ) of the Master Definitions Agreement applies to this Agreement as if set out in full herein and as if the Performance and Indemnity Provider is designated as an Obligor and the Beneficiaries each are designated as an Obligee.

1.5	In this Agreement, except as so far as the context otherwise requires:

“ Applicable PI Conversion Rate ” means, for the purpose of conversion on any day on which such conversion is required to be made pursuant to any Transaction Document of any amount denominated in a currency other than euro into an amount in euro, the euro spot rate of exchange as displayed on the appropriate page of the Reuters Screen or Bloomberg Screen, equal to the mid closing rates released on the immediately preceding Business Day as determined by the Facility Agent on the day on which any such calculation is to be made pursuant to such Transaction Document, or if such rate is not available on that page, such rate as reasonably determined by the Facility Agent;

“ Subsidiary ” means any Principal in respect of which the Performance Indemnity Provider:

(a)

has the power, directly or indirectly, to direct or cause the direction of the management or policies of such Principal, whether through the ownership of Voting Stock, by contract, or otherwise; or

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(b)

has the right, directly or indirectly, to elect all or the majority of the board of directors (or other Persons performing similar functions) of that Principal; or

(c)

holds 50% or more of the total voting power of the Principals Voting Stock then outstanding.

2 .	PERFORMANCE INDEMNITY

2.1	The Performance Indemnity Provider irrevocably and unconditionally:

2.1.1

undertakes to each Beneficiary to procure the due and punctual observance and performance by each Greif Transaction Party (a “ Principal ”) of all that Principal’s obligations under or pursuant to the Transaction Documents to which such Principal is a party (the “ Relevant Transaction Documents ”);

2.1.2

undertakes to pay to (or for the account of) such Beneficiary from time to time such amounts which any Principal is at any time liable to pay to such Beneficiary under or pursuant to the Relevant Transaction Documents (including by way of damages as result of such failure to perform) to the extent that these amounts have become due and payable but have not been paid at the time such amount is to be paid (where applicable, subject to the original applicable grace periods set out in the Relevant Transaction Documents);

2.1.3

undertakes to each Beneficiary, that if as a result of any redenomination, revaluation, foreign exchange control legislation or any law or regulation having a similar effect affecting a country that currently uses the euro as official currency, the amount actually received by a Beneficiary converted into euro at the Applicable PI Conversion Rate is less than the euro amount it should have received prior to such redenomination, revaluation, foreign exchange law or any law or regulation having a similar effect (the difference between such amounts, the “ Shortfall ”), it shall pay to the relevant Beneficiary an amount equal to the Shortfall; and

2.1.4

agrees as a primary obligation to indemnify each Beneficiary from time to time from and against any loss incurred by such Beneficiary as a result of any of the obligations of any Principal under or pursuant to the Relevant Transaction Documents not being performed when due to be performed or such obligations or the guarantee in Clause 2.1.1, 2.1.2 or 2.1.3 being or becoming void, voidable, unenforceable or ineffective as against any Principal or the Performance Indemnity Provider for any reason whatsoever, whether or not known to such Beneficiary, the amount of such loss being the amount which such Beneficiary would otherwise have been entitled to recover from any Principal or the Performance Indemnity Provider,

it being understood, that the Performance Indemnity Provider shall not guarantee any of the payment obligations of (i) the Main SPV under any of the Transaction Documents and (ii) any Obligor under any Receivable acquired by the Main SPV.

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3.	PRESERVATION OF RIGHTS

3.1

The obligations of the Performance Indemnity Provider contained in this Agreement shall be deemed to be undertaken as principal obligor and not merely as surety, shall be in addition to and independent of every other security which any Beneficiary may at any time hold in respect of any obligations of a Principal under the Relevant Transaction Documents and the indemnity in Clause 2.1.4 constitutes a separate and independent obligation from the other obligations under this Agreement and shall give rise to a separate and independent cause of action.

3.2	Neither the obligations of the Performance Indemnity Provider contained in this Agreement nor the rights, powers and remedies conferred in respect of the Performance Indemnity Provider upon the Beneficiaries by this Agreement or by law shall be discharged, impaired or otherwise affected by:

3.2.1

any insolvency or the winding-up, dissolution, administration or reorganisation of any Principal or any other person or any change in its status, function, control or ownership;

3.2.2

any of the obligations of any Principal or any other person under the Relevant Transaction Documents or under any other security relating to the Relevant Transaction Documents being or becoming illegal, invalid, unenforceable or ineffective in any respect;

3.2.3

any time or other indulgence being granted or agreed to be granted to any Principal or any other person in respect of any of its obligations under the Relevant Transaction Documents or under any other security;

3.2.4

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of the Relevant Transaction Documents or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under the Relevant Transaction Documents or other document or any variation, waiver or release of, any obligation of any Principal or any other person under the Relevant Transaction Documents or under any other security;

3.2.5

any failure to take, or fully to take, any security contemplated by the Relevant Transaction Documents or otherwise agreed to be taken in respect of any Principal’s obligations under the Relevant Transaction Documents;

3.2.6

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members, shareholders or status of any Principal or any other person;

3.2.7

any unenforceability, illegality or invalidity of any obligation of any person under any Relevant Transaction Documents or any other document or security;

3.2.8

any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of a Principal’s obligations under the Relevant Transaction Documents;

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3.2.9

any unenforceability or illegality of any obligation of the Performance Indemnity Provider under this Agreement towards one or more (but not all) Beneficiaries; or

3.2.10

any other act, event or omission which, but for this Clause 3.2, might operate to discharge, impair or otherwise affect any of the obligations of the Performance Indemnity Provider contained in this Agreement or any of the rights, powers or remedies conferred upon the Beneficiaries (or any of them) by the Relevant Transaction Documents, this Agreement or by law.

3.3

Any settlement or discharge given by any Beneficiary to the Performance Indemnity Provider in respect of the Performance Indemnity Provider’s obligations under this Agreement or any other agreement reached between such Beneficiary and the Performance Indemnity Provider in relation to it shall be, and be deemed always to have been, void if any act on the faith of which such Beneficiary gave the Performance Indemnity Provider that settlement or discharge or entered into that agreement is subsequently avoided by or in pursuance of any provision of law.

3.4	None of the Beneficiaries shall be obliged before exercising any of the rights, powers or remedies conferred upon it in respect of the Performance Indemnity Provider by this Agreement or by law:

3.4.1

to make any demand on a Principal;

3.4.2

to take any action or obtain judgment in any court against a Principal;

3.4.3

to make or file any claim or proof in a winding-up or dissolution of a Principal; or

3.4.4

to enforce or seek to enforce any security taken in respect of any of the obligations of a Principal under the Relevant Transaction Documents, and the Performance Indemnity Provider hereby expressly waives presentment, demand, protest and notice of dishonour in respect of any Relevant Transaction Document.

3.5

The Performance Indemnity Provider agrees that, so long as a Principal is under any actual or contingent obligations under the Relevant Transaction Documents, the Performance Indemnity Provider shall not exercise any rights which the Performance Indemnity Provider may at any time have by reason of performance by it of its obligations under this Agreement:

3.5.1

to be indemnified by such Principal or to receive any collateral from such Principal; and/or

3.5.2

to claim any contribution from any other guarantor of such Principal’s obligations under the Relevant Transaction Documents; and/or

3.5.3

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiaries under the Relevant Transaction Documents or of any other security taken pursuant to, or in connection with, the Relevant Transaction Documents by the Beneficiaries.

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If the Performance Indemnity Provider receives any benefit, payment or distribution in relation to such rights, it shall hold that benefit, payment or distribution (to the extent necessary to enable all amounts which may be or become payable to the Beneficiaries by a Principal under or in connection with the Relevant Transaction Documents to be repaid in full) on trust or as custodian for the Beneficiaries and shall promptly pay or transfer the same to the Facility Agent (for the account of the Beneficiaries) or as the Facility Agent may direct.

4.	REPRESENTATIONS AND WARRANTIES

4.1

The Performance Indemnity Provider represents on the Closing Date and each Settlement Date until the date on which all Relevant Transaction Documents have terminated and no Investments and any other amounts due by any Principal to a Beneficiary under the Relevant Transaction Documents are outstanding that:

4.1.1

it is a corporation duly organised under the laws of its jurisdiction of establishment and has the necessary power and has taken all necessary corporate action to enable it to enter into and perform its obligations under this Agreement;

4.1.2

this Agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms, subject to applicable bankruptcy, moratorium, insolvency or similar laws affecting the rights of creditors generally and principles of reasonableness and fairness;

4.1.3

all necessary authorisations, consents and approvals to enable it to enter into this Agreement have been obtained and are in full force and effect;

4.1.4

its obligations hereunder rank at least pari passu with all its other unsecured and unsubordinated obligations;

4.1.5

the execution, delivery and performance of this Agreement will not conflict with (a) any agreement binding on it or any of its assets; (b) its constitutive documents; or (c) any applicable law;

4.1.6

the Performance Indemnity Provider is not subject to Insolvency Proceedings;

4.1.7

each of the Principals is a Subsidiary of the Performance Indemnity Provider; and

4.1.8

no litigation, arbitration or administrative proceeding of or before any court, arbitral body or agency has been started against it which may reasonably be expected to restrain its entry into, the exercise of its rights under, or the performance, enforcement of or compliance with any of its obligations under, the Transaction Documents to which it is a party.

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5.	COVENANTS

5.1

The Performance Indemnity Provider shall maintain for itself and each of the other members of its group a system of accounting established and administered in accordance with generally accepted accounting principles, standards and practices in its jurisdiction of incorporation, and shall furnish to the Main SPV and the Facility Agent:

5.1.1

as soon as the same become available, but in any event within 180 days after the end of each of its financial years its audited consolidated financial statements for that financial year;

5.1.2

as soon as they become available, but in any event within 60 days after the end of each of its financial quarters its unaudited consolidated financial statements for that financial quarter as published and submitted to United States Securities and Exchange Commission.

5.2	The Performance Indemnity Provider shall supply to the Main SPV and the Facility Agent for as long as any Investment is outstanding:

5.2.1

all documents dispatched by a Principal to its creditors generally at the same time as they are dispatched which are expected to have a Material Adverse Effect;

5.2.2

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current or pending against any member of its group, and which might, if adversely determined, have a Material Adverse Effect;

5.2.3

promptly, such further information regarding the financial condition, business and operations of any member of its group as the Main SPV or the Facility Agent may reasonably request and which would be relevant for the transactions contemplated by the Transaction Documents; and

5.2.4

information of any change in the financial year of the Performance Indemnity Provider, prior to any such change occurring.

5.3	The Performance Indemnity Provider shall ensure that for as long as any Investment is outstanding:

5.3.1

its obligations hereunder maintain to be ranked at least pari passu with all its other unsecured and unsubordinated obligations; and

5.3.2

each Principal shall remain a Subsidiary of the Performance Indemnity Provider.

6.	TAXES, WITHHOLDING AND INTEREST

6.1

All payments made by the Performance Indemnity Provider under this Agreement shall be made gross, free of right of counterclaim or set off and without deduction or withholding of any kind other than any deductions or withholding required by law.

6.2

If the Performance Indemnity Provider makes a deduction or withholding required by law from a payment under this Agreement, the sum due from the Performance Indemnity Provider shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the Beneficiary receives a sum equal to the sum it would have received had no deduction or withholding been made.

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6.3

If any payment under this Agreement will be or has been subject to tax the Performance Indemnity Provider shall on demand from the relevant Beneficiary pay to such Beneficiary the amount (after taking into account tax payable in respect of the amount) that will ensure that such Beneficiary receives and retains a net sum equal to the sum it would have received had the payment not been subject to tax.

6.4

If any of the Beneficiaries makes a demand under this Agreement, the Performance Indemnity Provider shall pay interest on each sum demanded (before and after any judgement and to the extent, interest at the default rate is not otherwise being paid on such sum(s)) from the date of demand until the date of payment calculated on a daily basis at the rate determined in accordance with the provisions of the Relevant Transaction Document.

7 .	CURRENCY CONVERSION

Each Beneficiary may convert any money received or realised by it under or pursuant to this Agreement which is not in the currency in which such sums are due and payable under the Relevant Transaction Document from that currency into the currency in which such sum is due at the then prevailing commercial rate of exchange for the relevant conversion, it being understood that the payment obligations of the Performance Indemnity Provider under this Agreement shall be and remain denominated in the same currency as the payment obligations of the Principal under the Transaction Documents subject to Clause 2.1.3 above.

8 .	CONTINUING GUARANTEE

The obligations of the Performance Indemnity Provider contained in this Agreement shall constitute and be continuing obligations notwithstanding any settlement of account or other matter or thing whatsoever, and shall not be considered satisfied by any intermediate payment or satisfaction of all or any of the obligations of a Principal under the Relevant Transaction Documents and shall continue in full force and effect until final payment in full of all amounts owing by each of the Principals under the Relevant Transaction Documents and total satisfaction of actual and contingent obligations of each and any of the Principals under the Relevant Transaction Documents.

9 .	APPROPRIATIONS AND SUSPENSE ACCOUNT

9.1

Until all amounts which may be or become payable by each and any Principal under or in connection with the Relevant Transaction Documents have been irrevocably paid in full, each Beneficiary may refrain from applying or enforcing any other moneys, security or rights held or received by that Beneficiary (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Performance Indemnity Provider shall not be entitled to the benefit of the same.

9.2

All monies received, recovered or realised by any Beneficiary under or pursuant to this Agreement (including the proceeds of any conversion of currency) may in its discretion be credited to and held in any suspense or impersonal account pending their application from time to time in or towards the discharge of this Agreement.

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10.	COSTS AND EXPENSES

Any reasonable costs and expenses of the Beneficiaries incurred in connection with the enforcement of this Agreement or otherwise in relation to it, shall be reimbursed by the Performance Indemnity Provider on demand on a full indemnity basis together with interest from the date such costs and expenses were incurred to the date of payment at such rates as the relevant Beneficiary may reasonably determine.

11.	GOVERNING LAW AND FORUM

11.1

This Agreement and any non-contractual obligations in relation herewith shall be governed by, and shall be construed in accordance with, the laws of The Netherlands. The parties agree that the court of first instance ( rechtbank ) in Amsterdam, The Netherlands, shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (a “ Dispute ”) including any non-contractual obligations arising out of or in connection to this Agreement.

11.2

This Clause 11 is for the benefit of the Beneficiaries only. As a result, no Beneficiary shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Beneficiaries may take concurrent proceedings in any number of jurisdictions.

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IN WITNESS WHEREOF each of the Parties has executed this Agreement on the date specified above.

For and on behalf of

GREIF, INC. )

as Performance Indemnity Provider

/s/ Gary R. Martz

( signature )

/s/ Robert M. McNutt

( signature )

Name: Gary R. Martz

Title: Executive Vice President

Name: Robert M. McNutt

Title: Senior Vice President



/s/ Gawein Heijmans ( signature )		/s/ Anna Bak ( signature )
Name: Gawein Heijman Title: Attorney in fact		Name: Anna Bak Title: Attorney in fact

For and on behalf of COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. as Italian Intermediary

/s/ G. Hattie ( signature )		/s/ James Han ( signature )
Name: G. Hattie Title: Director		Name: James Han Title: Executive Director

For and on behalf of COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (TRADING AS RABOBANK INTERNATIONAL), LONDON BRANCH as Funding Administrator, Facility Agent and Main SPV Administrator

/s/ G. Hattie ( signature )		/s/ James Han ( signature )
Name: G. Hattie Title: Director		Name: James Han Title: Executive Director

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Exhibit 10.3


		CLIFFORD CHANCE LLP ADVOCATEN SOLICITORS NOTARIS BELASTINGADVISEURS

			EXECUTION COPY

COOPERAGE RECEIVABLES FINANCE B.V.

AS MAIN SPV

NIEUW AMSTERDAM RECEIVABLES CORPORATION

AS CONDUIT PURCHASER

GREIF COORDINATION CENTER B.V.B.A.

AS MASTER SERVICER, BELGIAN INTERMEDIARY AND ORIGINATORS’ AGENT

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

AS ITALIAN INTERMEDIARY

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (TRADING AS

RABOBANK INTERNATIONAL), LONDON BRANCH

AS COMMITTED PURCHASER, FACILITY AGENT AND FUNDING ADMINISTRATOR

NIEUW AMSTERDAM RECEIVABLES PURCHASE

AGREEMENT

DATED 27 APRIL 2012

CONTENTS


Clause		Page


1.	Definitions, Interpretation and Common Terms	2
2.	Conditions Precedent	2
3.	Sales	3
4.	Purchase Procedures	5
5.	Payment of Purchase Price and Use of Proceeds	6
6.	Payments	6
7.	Assignment	7
8.	Collections During the Revolving Period	9
9.	Collections After the Revolving Period	10
10.	Proceeds of Subordinated Loans	11
11.	Tranches	11
12.	Yield and Fees	11
13.	Illegality	12
14.	Indemnity for Reserves and Expenses	12
15.	Indemnity for Taxes	13
16.	Mandatory Costs	14
17.	Mitigation Obligations	14
18.	Further Assurance	15
19.	Extension of Scheduled Facility Maturity Date	16
20.	Representations and Warranties	16
21.	Deemed Collections	16
22.	Covenants and Undertakings	17
23.	Collection of the Purchased Receivables	17
24.	Indemnities	19
25.	Default Interest	21
26.	Assignability	21
27.	The Funding Administrator's Rights, Powers and Discretions	24
28.	Termination	25
29.	Governing Law and Jurisdiction	25
Schedule 1 Form of Investment Request		26

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Schedule 1 Form of Investment Request			26
Schedule 2 Form of Deed of Assignment			28
Schedule 3 Representations and Warranties of the Main SPV			32
Schedule 4 Covenants and Undertakings of the Main SPV			36
Schedule 5 Form of Notice of Sale and Assignment			41
Schedule 6 Mandatory Cost Rate			42

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THIS NIEUW AMSTERDAM RECEIVABLES PURCHASE AGREEMENT (the “ Agreement ”) is made on 27 April 2012

AMONG :

(1)

(2)

NIEUW AMSTERDAM RECEIVABLES CORPORATION, a corporation organised under the laws of the State of Delaware, having its registered office at c/o Global Securitization Services, LLC, 68 South Service Road, Suite 120, Melville, New York 11747, U.S.A., as conduit purchaser (the “ Conduit Purchaser ”);

(3)

GREIF COORDINATION CENTER B.V.B.A. , a company incorporated under Belgian law, registered with the register of legal entities ( RPM/RPR ) under the number 0438.202.052, Commercial Court of Antwerp, Belgium, whose registered office is at Beukenlei 24, 2960 Brecht, Belgium as master servicer (in such capacity the “ Master Servicer ”), as originators’ agent (in such capacity, the “ Originators’ Agent ”) and as Belgian intermediary (in such capacity, the “ Belgian Intermediary ”);

(4)

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. , a cooperative with limited liability ( coöperatie met beperkte aansprakelijkheid ) incorporated under the laws of The Netherlands having its corporate seat ( statutaire zetel ) in Amsterdam, The Netherlands as intermediate seller (in such capacity, the “Italian Intermediary” );

(5)

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (TRADING AS RABOBANK INTERNATIONAL), LONDON BRANCH , a cooperative with limited liability ( coöperatie met beperkte aansprakelijkheid ) incorporated under the laws of The Netherlands having its corporate seat ( statutaire zetel ) in Amsterdam, The Netherlands, acting through its office at Thames Court, One Queenhithe, London, EC4V 3RL, United Kingdom, as committed purchaser (in such capacity, the “ Committed Purchaser ” and, together with the Conduit Purchaser, the “ Funding Purchasers ” and each, a “ Funding Purchaser ”), as funding administrator (in such capacity, the “ Funding Administrator ”) and as facility agent (in such capacity, the “ Facility Agent ”).

WHEREAS

(A)	The Main SPV shall from time to time acquire Purchased Receivables pursuant to the Onward Sale Agreements.

(B)

The Main SPV and the Funding Purchasers agree, upon the terms and subject to the conditions of this Agreement, that the Main SPV shall be entitled to, and shall, from time to time during the Revolving Period, sell and assign all of its right, title and interest in the Purchased Receivables to the Funding Administrator, for the account of the Funding Purchasers, on a non-recourse basis.

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(C)	The Master Servicer will agree to administer, collect and enforce the Purchased Receivables transferred hereunder pursuant to the Servicing Agreement.

(D)	To fund its acquisitions under the Onward Sale Agreements, the Main SPV may from time to time request Investments from the Funding Purchasers on the terms and conditions of this Agreement.

(E)

The Conduit Purchaser may, in its sole discretion, make Incremental Investments so requested from time to time, and if the Conduit Purchaser elects not to make any such Investment, the Committed Purchaser has agreed that it shall make an Incremental Investment in an amount of such Investment, in each case subject to the terms and conditions of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1.	DEFINITIONS, INTERPRETATION AND COMMON TERMS

1.1

1.2	The Common Terms apply to this Agreement and shall be binding on the parties to this Agreement as if set out in full in this Agreement.

1.3	If there is any conflict between the provisions of the Master Definitions Agreement and the provisions of this Agreement, the provisions of this Agreement shall prevail.

1.4	Clause 29 shall apply mutatis mutandis to the Common Terms incorporated into this Agreement as if set out in full in this Agreement.

1.5	For the purpose of Clause 2 of the Master Definitions Agreement, the Main SPV is designated as an Obligor and the Funding Purchasers, the Facility Agent and the Funding Administrator each as an Obligee.

2.	CONDITIONS PRECEDENT

2.1	The effectiveness of the Commitment of the Committed Purchaser and the making of the initial Incremental Investment hereunder is subject to the Initial Conditions Precedent being fulfilled to the satisfaction of, or waived by (as applicable), the Facility Agent.

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2.2

The effectiveness of the Commitment of the Committed Purchaser, the making of each Incremental Investment (including the initial Incremental Investment) and each Reinvestment hereunder is subject to the Ongoing Conditions Precedent being fulfilled to the satisfaction of, or waived by (as applicable) the Facility Agent on the date of such Incremental Investment or Reinvestment (and acceptance of the proceeds of any such Incremental Investment or Reinvestment shall be deemed a representation and warranty by the Main SPV that the Ongoing Conditions Precedent have been satisfied on such date and that such request is in conformity with the terms of the Transaction Documents).

SALES

3.1

On the terms and subject to the conditions hereof, the Main SPV hereby agrees to sell and hereby sells (a) on the Closing Date (being the date of the initial Incremental Investment) all right, title and interest in the Purchased Receivables acquired by the Main SPV on the Closing Date pursuant to the Onward Sale Agreements, for the avoidance of doubt, together with all Related Rights and all proceeds of or payments in respect of any and all of the foregoing, (b) on each Business Day thereafter during the Revolving Period, all right, title and interest in the Purchased Receivables acquired by the Main SPV on such Business Day pursuant to the Onward Sales Agreements together, and with all Related Rights and all proceeds of or payments in respect of any and all of the foregoing (in the aggregate, the “ Portfolio ”) to the Funding Administrator (for the account of the relevant Funding Purchasers as their interest may arise under the terms hereof). The relevant Investments shall be made in the Approved Currency or Approved Currencies in which the relevant Purchased Receivable are denominated. The Funding Administrator shall hold the Portfolio for the account of the relevant Funding Purchaser in accordance with the terms hereof and in accordance with the respective portions of the Portfolio funded by the relevant Funding Purchasers from time to time. The Funding Purchasers may agree between themselves to reallocate the portions of the Investment which they hold of the Portfolio on a Settlement Date.

3.2

On the terms and subject to the conditions hereof (including that the relevant Conditions Precedent been satisfied to the satisfaction of, or waived by the Facility Agent) in accordance with Clause 2 hereof, on the Closing Date and thereafter on an Investment Date from time to time during the Revolving Period, the Conduit Purchaser may in its sole discretion, and the Committed Purchaser shall, if the Conduit Purchaser elects not to do so (provided that such Investment could otherwise have been made under the terms hereof), make Investments in the Portfolio in the relevant Approved Currency by making an Incremental Investment and/or Reinvestment (to the extent not already made under the terms of Clause 8 hereof) in Purchased Receivables and all Related Rights, transferred under Clause 3.1 from and excluding the previous Investment Date to and including the current Investment Date (such period, “ Investment Period ”); provided that, after giving effect to such Investments (and taking into account any Reinvestments that have occurred during the Investment Period), (1) the Aggregate Invested Amount shall not exceed the lesser of (A) the Facility Limit and (B) the Funding Base, and (2) the aggregate Investment of the Funding Purchasers does not exceed the Commitment ((1) and (2) together the “ Funding Tests ”).

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3.3

The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or an assumption by the Funding Administrator or any Funding Purchaser, of any obligation of the Main SPV, any Originator, the Master Servicer or any other Person under or in connection with the Portfolio.

3.4

On each Investment Date following the Closing Date during the Revolving Period upon the terms and subject to the conditions hereof (including that the Ongoing Conditions Precedent have been satisfied to the satisfaction of, or waived by, the Facility Agent), the Conduit Purchaser may make: (a) an Incremental Investment and/or (b) a Reinvestment in Purchased Receivables (and, to the extent the Conduit Purchaser decides not to make an Investment, the Committed Purchaser shall make an Incremental Investment in the Approved Currency or Approved Currencies in an amount equal to such amount of the Investment that the Conduit Purchaser would have made had it elected to do so (it being understood and agreed by the parties hereto that each such Incremental Investment shall constitute a new Investment by the Committed Purchaser hereunder). If the Aggregate Invested Amount is to decrease on such Investment Date, each Investment made by the relevant Funding Purchaser on such date shall be reduced by its proportional share of the reduced Aggregate Invested Amount in the relevant Approved Currency (and the reduction in the Aggregate Invested Amount shall be paid in the relevant Approved Currency to the applicable Funding Purchaser in accordance with Clause 8.6 hereof). If the Aggregate Invested Amount is to increase on such Investment Date, each Investment by the relevant Funding Purchaser made on such date shall be increased by its proportional share of the increased Aggregate Invested Amount in the relevant Approved Currency (i.e., through an Incremental Investment in accordance with the terms hereof).

3.5	Each purchase of Purchased Receivables hereunder shall constitute an individual agreement to sell and assign the respective Purchased Receivable and the Related Rights related to such Purchased Receivable and the provisions of this Agreement shall apply to each such individual agreement.

3.6	The Main SPV shall, upon request of any Funding Purchaser or the Funding Administrator, furnish such Funding Purchaser and the Funding Administrator with all information which such Funding Purchaser or the Funding Administrator reasonably deems necessary:

(a)

to determine compliance of each sale of Purchased Receivables hereunder with the provisions of this Agreement; and

(b)

to identify each of the Purchased Receivables sold by the Main SPV hereunder and the respective Related Rights and Debtors.

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4.	PURCHASE PROCEDURES

4.1

The Main SPV (or the Main SPV Administrator on its behalf) shall request an Investment in the relevant Approved Currency or Approved Currencies hereunder on each Reporting Date (the “ Reporting Date Request ”) and each Special Report Date (the “ Special Report Date Request ”) by submitting (or causing the Master Servicer to execute and submit on behalf of the Main SPV) to the Funding Administrator a written request, substantially in the form of Schedule 1 ( Form of Incremental Investment Request ) hereto prior to 4.00 p.m. (London time) on the relevant Reporting Date or the Special Report Date, as applicable. Each Reporting Date Request shall request an Investment in the relevant Approved Currency or Approved Currencies on each RDR Investment Date or such other time agreed upon by the Main SPV, the Master Servicer and the Funding Administrator. Each Special Report Date Request shall request an Investment in the relevant Approved Currency or Approved Currencies on the fourth Business Day following the receipt of the Special Report Date Request by the Funding Administrator (a “ SRD Investment Date ”).

4.2	Each Investment Request shall, among other things:

(a)

specify (i) the amount of the requested Investment in the relevant Approved Currency and (ii) the Aggregate Invested Amount after giving effect to such Investment (taking into account any Reinvestments that have already occurred in relation to the relevant Investment Period); and

(b)

certify that, after giving effect to the proposed Investment, the Funding Tests are not breached.

Each Investment Request shall be irrevocable and binding on the Main SPV.

4.3	The Funding Administrator will promptly notify the Conduit Purchaser of its receipt of any Investment Request. If the Conduit Purchaser rejects an Investment Request in whole or in part, the Funding Administrator shall promptly notify the Committed Purchaser of such rejection.

4.4

If the Conduit Purchaser rejects an Investment Request in whole or in part, any Investment requested by the Main SPV in such Investment Request that would otherwise be made by the Conduit Purchaser, then in an amount equal to such Investment rejected by the Conduit Purchaser, the Committed Purchaser shall make such an Incremental Investment, subject to satisfaction or waiver of the Ongoing Conditions Precedent on the relevant Investment Date.

4.5	Notwithstanding anything herein to the contrary, no Funding Purchaser shall be obligated to fund any Investment at any time after the Revolving Period or at any time a Termination Event exists or would exist immediately after making such Investment or if the Funding Tests would be breached.

4.6

On each Investment Date, the relevant Funding Purchaser(s) shall remit the amount of any Incremental Investment requested by the Main SPV in the relevant Approved Currency in respect of the Purchased Receivables to the Main SPV Operating Account by 4:00 p.m. (CET) by wire transfer of same day funds. The amount of any Collections in the Approved Currency authorised by the relevant Funding Purchaser for Reinvestment pursuant to an Investment Request (and not already the subject of a Reinvestment during the relevant Investment Period in accordance with Clause 8), shall be applied as a Reinvestment on the relevant Investment Date and shall also constitute a payment of the purchase price for such Purchased Receivables in such Approved Currency, in an amount equal to the amount of Collections so applied.

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4.7

The Main SPV shall indemnify the Funding Purchasers and the Funding Administrator against any loss, cost or expense incurred by the Funding Purchasers or the Funding Administrator, either directly or indirectly, as a result of the failure by the Main SPV for any reason to accept an Investment following the submission of an Investment Request on the date specified by the Main SPV in the Investment Request pursuant to, and in accordance with, this Clause 4, including any loss, cost, loss of profit or expense incurred by a Funding Purchaser or the Funding Administrator by reason of the liquidation or reemployment of funds acquired by the relevant Funding Purchaser (including funds obtained by issuing Commercial Paper, obtaining deposits as loans from third parties and reemployment of funds) to fund such Investment.

5.	PAYMENT OF PURCHASE PRICE AND USE OF PROCEEDS

5.1

The Purchase Price for the Purchased Receivables shall be paid in part by the making of Investments by the Funding Purchasers. To the extent that the Purchase Price is not paid by the making of Investments, the remaining balance of the Purchase Price shall constitute the deferred purchase price (the “ Deferred Purchase Price ”) which shall be satisfied in accordance with Clause 8 hereof.

5.2

The Main SPV shall use the proceeds of the Investments only (and further subject to Clause 10) to (a) pay the Purchase Price for the Purchased Receivables pursuant to and in accordance with the terms of the Onward Sale Agreements and (b) pay transaction fees, costs and expenses incurred in connection with the consummation of the transactions contemplated by the Transaction Documents on the Investment Date; provided that, notwithstanding anything herein or in any other Transaction Document to the contrary, the Main SPV shall not use all or any portion of the proceeds of any Investment to pay the Purchase Price for any Purchased Receivable if the Report which is required to be delivered in respect of such Investment pursuant to the Servicing Agreement, has not been delivered on such day and the Funding Administrator shall authorise the Main SPV to use the proceeds as set out in the first sentence hereof as soon as reasonably practicable following receipt of such Report.

6.	PAYMENTS

6.1	The Main SPV (or the Main SPV Administrator on its behalf) shall:

(a)

on each Investment Date during the Revolving Period, cause all Main SPV Available Funds to be distributed in accordance with Clause 8.6; and

(b)

after the end of the Revolving Period, cause all Main SPV Available Funds to be distributed in accordance with Clause 9.2.

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6.2

All amounts to be paid by the Main SPV or the Master Servicer to any Funding Purchaser, the Funding Administrator, or any Indemnified Party shall be paid no later than 4:00 p.m. (CET) on the day when due in immediately available funds (without counterclaim, setoff, deduction, defense, abatement, suspension or deferment, but subject always to Clause 12 of the Common Terms ( Calculations and Payments )) to the account specified by the Funding Administrator from time to time. It is understood and agreed that payments by the Main SPV to any Funding Purchaser or the Funding Administrator shall be made by the Main SPV depositing such payments into the account designated by the Funding Administrator and the Funding Administrator remitting such amounts from such accounts to the relevant payee. The Funding Administrator shall forward any amounts received by the Funding Administrator for the benefit of any other Person to the applicable Person by 4:00 p.m. (CET) in immediately available funds. If the Funding Administrator shall have paid to a Funding Purchaser, the Funding Administrator or any Indemnified Party any funds that (i) must be returned for any reason (including any Insolvency Proceeding) or (ii) exceed the amount which such Person was entitled to receive, such amount shall be promptly repaid to the Funding Administrator by such Person.

6.3

The Main SPV shall, subject to Clause 8.6 and Clause 9.2, pay interest on any amount owing to the Funding Purchasers or the Funding Administrator and not paid or deposited by it when due hereunder (after as well as before judgment), at an interest rate per annum equal to the Default Rate, payable on demand.

6.4

All computations of Yield, Fees and other amounts hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the date of payment) elapsed, except in any case where the practice of the relevant interbank market differs, computations of interest and Yield shall be made in accordance with that market practice. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit. Any computations by the Funding Administrator of amounts payable by the Main SPV hereunder shall be binding absent fraud or manifest error.

6.5	All payments to be made by any party hereunder shall be made in the Approved Currency in which such payment obligations are denominated.

6.6

It is understood and agreed that if a Funding Purchaser is required to deposit funds into the Main SPV Operating Account on a particular date and is also scheduled to receive payment from the Main SPV Operating Account on such date in the same currency, such Funding Purchaser may net such payments upon prior consent of, and in the amount determined by, the Funding Administrator, provided that such set-off does not conflict with the relevant Priority of Payments.

7.	ASSIGNMENT

7.1

The Main SPV, the Funding Purchasers and the Funding Administrator agree that the Purchased Receivables purchased by the Funding Administrator for the account of the Funding Purchasers pursuant to this Agreement shall be assigned by Main SPV to the Funding Administrator in the manner set out in this Clause 7.

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7.2

If so requested by any Funding Purchaser in writing, the Funding Administrator shall request the Main SPV to prepare a deed of assignment in the form attached as Schedule 2 (the “ Deed of Assignment ”) in relation to all outstanding Purchased Receivables hereunder. The Main SPV shall provide a Deed of Assignment, duly executed on its behalf, within two Business Days of the request. The Deed of Assignment shall list all Purchased Receivables that are outstanding at the time of execution of the Deed of Assignment. The Funding Purchasers can make the aforementioned request not more than once per month, provided that such limitation shall not apply if any such request is made following the occurrence of a Termination Event.

7.3	The Funding Administrator shall be entitled to register the Deed of Assignment with the competent Dutch tax authorities in order to make the assignment effective as a non-disclosed assignment ( stille cessie ).

7.4	The sale and assignment of the Receivables hereunder shall not be notified to the Debtors until the occurrence of a Debtor Notification Event.

7.5

Should it not be possible to effect a valid and effective assignment by the Main SPV to the Funding Administrator of the Purchased Receivables purchased hereunder pursuant to the Deed of Assignment, the Main SPV, the Funding Administrator, the Originators’ Agent (on behalf of the Originators) and the Master Servicer agree that they shall do such acts and things as may be require to assign validly and effectively the relevant Purchased Receivables to the Funding Administrator.

7.6

The Funding Administrator shall until (i) the execution of the Deed of Assignment and (ii) either (1) registration of the Deed of Assignment with the competent Dutch tax authorities or (2) notification of the Debtor, not hold legal title to the Purchased Receivables purchased hereunder. Until such actions have been completed, the Main SPV shall hold legal title, but the economic benefit of such Purchased Receivables shall inure to the Funding Administrator (for the account of the Funding Purchasers) as further set out herein.

7.7

The Funding Administrator and the Funding Purchasers may freely sell, and transfer or assign their rights in the Portfolio, or any particular Purchased Receivable and Collections, acquired by them pursuant to this Agreement, at any time in their discretion for an arm’s length consideration (each an “ Assignable Interest ”). The Funding Administrator shall procure that the proceeds of such sale of such Assignable Interests shall be credited to the Main SPV Operating Account and such shall be treated as a Collection.

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8.	COLLECTIONS DURING THE REVOLVING PERIOD

8.1

During the Revolving Period, all Collections in relation to Purchased Receivables which are credited to a Master Collection Account shall (subject to provision being made by the Master Servicer for payments ranking higher in the Pre-termination Priority of Payments) and to the terms and conditions set forth in this Agreement (including satisfaction of the Ongoing Conditions Precedent), simultaneously with the receipt thereof, be allocated as reinvestment (each, a “ Reinvestment ”) in additional Purchased Receivables which comply with the Eligibility Criteria such that after giving effect to such Reinvestment, the Aggregate Invested Amount in such Approved Currency shall be equal to an amount less than or equal to the Aggregate Invested Amount immediately prior to such receipt. The Reinvestment shall be made in the Approved Currency or Approved Currencies in which the relevant Purchased Receivables to be purchased are denominated. During the Revolving Period, Collections credited to the Master Collection Accounts and not otherwise allocated hereunder shall, on each Investment Date during the Revolving Period, be allocated pursuant to Clause 8.6.

8.2

Each of the parties hereto agrees that, on an Investment Date, the Aggregate DPP shall be an amount equal to the amount of Collections remaining after payment or prepayment or provisioning (as determined by the Funding Administrator) of the items set out in paragraphs (a) up to and including (e) of the applicable Priority of Payments. The Aggregate DPP will be payable, and shall be satisfied, on an Investment Date by the Funding Purchasers in the manner set out in Clause 8.3 below.

8.3

Each of the parties hereto hereby acknowledges and agrees that, notwithstanding anything to the contrary contained herein, all Collections which are allocated to the payment of any Deferred Purchase Price (and the Aggregate DPP) in accordance with the terms of this Agreement (the “ DPP Collections ”) (A) shall be set aside and held by the Master Servicer for the benefit of the Main SPV and shall be paid by the Master Servicer only to the Main SPV (or as the Main SPV otherwise directs) in accordance with the terms of this Clause 8 and Clause 9, and (B) shall not constitute an asset of the Funding Administrator or any Funding Purchaser or be available to satisfy the claims of any of their respective creditors.

8.4

Subject to the provisions of Clauses 3.2 and 4 hereof relating to the obligation to make Investments, notwithstanding any provision contained in this Agreement or any other Transaction Document to the contrary, the Funding Administrator and the Funding Purchasers shall not, and shall not be obligated (whether on behalf of the Funding Administrator, a Funding Purchaser or otherwise) to, pay any amount to the Main SPV as a Reinvestment or in respect of any portion of the Aggregate DPP, except to the extent of Collections on Receivables available for distribution in accordance with this Agreement. Any amount which the Funding Administrator or the Conduit Purchaser is not obligated to pay pursuant to the preceding sentences shall not constitute a claim against, or corporate obligation of, the Funding Administrator or a Funding Purchaser, as applicable, for any such insufficiency unless and until such amount becomes available for distribution to the Main SPV pursuant to the terms hereof.

8.5	On each Business Day during the Revolving Period, the Main SPV (or the Funding Administrator on its behalf) shall (and shall cause the Master Servicer or the Facility Agent to) cause:

(a)

to deduct from all Collections, an amount equal to the Operational Expenses due or to be provided for on such Business Day, to be transferred to the Main SPV Operating Account for the purpose of paying or providing for the payment of such Operational Expenses;

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(b)

all Collections and other amounts in respect of the Purchased Receivables not applied as a Reinvestment pursuant to Clause 8.1 or applied pursuant to Clause 8.5(a) hereof to be deposited into the relevant Master Collection Accounts; and

(c)

all Collections otherwise received directly by any Transaction Party in respect of the Purchased Receivables to be deposited into the relevant Master Collection Account no later than the first Business Day immediately following the day on which such amounts were received and identified.

8.6

On each Investment Date during the Revolving Period, all Collections and other amounts received in the relevant Master Collection Account (including, if applicable, any investment earnings received with respect to funds on deposit in the relevant Master Collection Account) shall (except as otherwise applied as a Reinvestment in accordance with Clause 8.1 above) be applied in accordance with the Pre-termination Priority of Payments.

9.	COLLECTIONS AFTER THE REVOLVING PERIOD

9.1	On each Business Day after the end of the Revolving Period, the Main SPV (or the Funding Administrator on its behalf) shall (and shall cause the Master Servicer or Facility Agent to) cause:

(a)

to deduct from the Collections, an amount equal to the Operational Expenses due or to be provided for on such Business Day, to be transferred to the Main SPV Operating Account for the purpose of paying or providing for the payment of such Operational Expenses;

(b)

all Collections and other amounts in respect of the Purchased Receivables to be deposited directly into the Main SPV Operating Account; and

(c)

all Collections and other amounts in respect of the Purchased Receivables otherwise received by any Transaction Party to be deposited into the Main SPV Operating Account no later than the first Business Day immediately following the day on which such amounts were received and identified.

9.2

On each Settlement Date to occur after the Revolving Period, the Main SPV shall (and shall cause the Master Servicer to) cause all Main SPV Available Funds, to be distributed in accordance with the Post-termination Priority of Payments provided that on any Business Day that is not an Settlement Date after the Revolving Period, any Collection can also be applied for the purposes set out, and in accordance with Clause 9.1(a).

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10.	PROCEEDS OF SUBORDINATED LOANS

10.1

On the Closing Date and each Settlement Date thereafter, the Main SPV (or the Main SPV Administrator on its behalf) shall request a Subordinated Loan Advance to be calculated in accordance with the Subordinated Loan Agreement. Any such Subordinated Loan Advance shall be made to the Main SPV on the Closing Date, a Settlement Date or a Business Day, as the case may be, in accordance with the terms and conditions as set out in the Subordinated Loan Agreement.

10.2	The proceeds of each Subordinated Loan Advance shall be applied by the Main SPV in accordance with the terms of this Agreement, the Subordinated Loan Agreement and the applicable Priority of Payments.

11.	TRANCHES

11.1

Each Investment in an Approved Currency made by a Funding Purchaser on any Investment Date shall be allocated to one or more Tranche Periods as set forth in the definition of such term. Unless determined by the Funding Administrator otherwise, the Rate Type with respect to any Investment made by (i) the Conduit Purchaser shall be CP Rate in such Approved Currency and (ii) the Committed Purchaser shall be the Eurocurrency Rate in such Approved Currency. Any portion of an Investment having one Approved Currency, one Tranche Period and one Rate Type is referred to herein as a “ Tranche ”. The Funding Administrator may, upon notice to the other party received at least up to the last day of such Tranche Period, either (a) divide any Tranche originating on such last day or having a Tranche Period ending on such last day into two or more Tranches having an aggregate Invested Amount equal to the Invested Amount of such divided Tranche, or (b) combine any two or more Tranches starting on such last day or having Tranche Periods ending on such last day into a single Tranche having an Invested Amount equal to the aggregate of the Invested Amount of such Tranches; provided that no Tranche owned by the Conduit Purchaser may be combined with a Tranche owned by the Committed Purchaser.

11.2

The Main SPV further agrees to pay all Liquidation Fees associated with a reduction of the Invested Amount requested by it in respect of any Tranche at any time. A certificate as to any loss, expense or Liquidation Fees payable pursuant to this Clause 11.2 submitted by any Funding Purchaser, through the Funding Administrator, to the Main SPV shall be conclusive in the absence of fraud or manifest error.

12.	YIELD AND FEES

12.1

On each Settlement Date, subject to the applicable Priority of Payments and in accordance with the requirements of Clause 6.2, the Main SPV shall pay (in immediately available funds) to the Funding Administrator (for the account of the relevant Funding Purchaser), all Yield that is due and owing on such Settlement Date (i.e., for all Tranche Periods ending on such Settlement Date) with respect to all outstanding Tranches.

12.2	On each Settlement Date (subject to the applicable Priority of Payments, the Main SPV shall pay to the Funding Administrator (for transfer to the applicable recipient) certain Fees in the amounts and on the dates set forth in the Funding Costs Fee Letter.

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12.3

On the second Business Day immediately before each Settlement Date the Funding Administrator shall furnish the Main SPV and the Master Servicer with an invoice setting forth the amount of the Yield and Fees that are due and owing on the immediately succeeding Settlement Date for such Tranche Period with respect to each Tranche held by each Funding Administrator. To the extent necessary, such Yield shall be calculated using an estimate of the Yield Rate for the remaining days in such Tranche Period; provided that such Yield shall be adjusted as follows: if the Funding Administrator shall have used an estimate of the Yield Rate with respect to the preceding Tranche Period, the Funding Purchaser shall compute the actual Yield Rate and Yield for such Tranche Period and (i) if the actual Yield so computed is greater than the estimated Yield calculated for such preceding Tranche Period, the Yield calculated pursuant to the preceding sentence for the current Tranche Period shall be increased by the amount of such difference, and (ii) if the actual Yield so computed is less than the estimated Yield for such preceding Tranche Period, the Yield calculated pursuant to the preceding sentence for the current Tranche Period shall be decreased by the amount of such difference.

13.	ILLEGALITY

Notwithstanding any other provision of this Agreement, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any relevant Official Body shall make it unlawful, or any Official Body asserts it is unlawful, for any Funding Purchaser or the Committed Purchaser to make or maintain Tranches as contemplated by this Agreement or to obtain the funds with which to make or maintain any such Tranche (a) the relevant Funding Purchaser shall promptly notify the Funding Administrator, the Master Servicer and the Main SPV thereof, and (b) the obligation of the relevant Funding Purchaser to fund or maintain Tranches or continue Tranches as such shall forthwith be cancelled.

14.	INDEMNITY FOR RESERVES AND EXPENSES

14.1	If any Change in Law shall:

(a)

impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Funding Purchaser (except any such reserve requirement reflected in the Eurocurrency Rate or those for which payment has been made pursuant to Clause 16; or

(b)

impose on any Funding Purchaser any other condition or expense affecting or with respect to this Agreement or any other Transaction Document or Eurocurrency Tranches made or maintained by such Indemnified Party (except those for which payment has been made pursuant to Clause 15 or Clause 16) or the maintenance or financing of the Investments hereunder, directly or indirectly;

and the result of any of the foregoing shall be to increase the cost to such Funding Purchaser of making or maintaining any Tranche (or of maintaining its obligation to fund any such Tranche or its obligations) by an amount that such Funding Purchaser (acting reasonably) deems to be material or to reduce the amount of any sum received or receivable by such Funding Purchaser hereunder (whether of principal, yield or otherwise), then on the tenth day immediately following notification thereof pursuant to Clause 14.4 the Main SPV will pay to such Funding Purchaser such additional amount or amounts as will compensate such Funding Purchaser for such additional costs incurred or reduction suffered.

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14.2

If any Indemnified Party determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Funding Purchaser’s capital, if any, as a consequence of this Agreement, any Program Support Agreement or the Investments made or acquired by such Funding Purchaser, to a level below that which such Funding Purchaser could have achieved but for such Change in Law (taking into consideration such Funding Purchaser’s policies with respect to capital adequacy) by an amount that such Funding Purchaser (acting reasonably) deems to be material, then on the tenth day immediately following notification thereof pursuant to Clause 14.4 the Main SPV will pay to such Funding Purchaser such additional amount or amounts as will compensate such Funding Purchaser for any such reduction suffered; provided , that the Main SPV shall not be required to compensate a Funding Purchaser pursuant to this paragraph for any amounts incurred more than one month prior to the date that such Funding Purchaser notifies the Main SPV and the Master Servicer of such Funding Purchaser’s intention to claim compensation therefor; and provided, further, that, if the circumstances giving rise to such claim have a retroactive effect, then such one-month period shall be extended to include the period of such retroactive effect.

14.3	A certificate of a Funding Purchaser setting forth the amount or amounts necessary to compensate such Funding Purchaser, as specified in Clauses 14.1 and 14.2 shall be delivered to the Main SPV and the Master Servicer and shall be conclusive absent fraud or manifest error.

14.4

Promptly after any Funding Purchaser has determined that it will make a request for compensation pursuant to this Clause 14, such Indemnified Party shall notify the Main SPV and the Master Servicer of such determination. Except as otherwise provided in Clause 14.2, failure or delay on the part of any Funding Purchaser to demand compensation pursuant to this Clause 14 shall not constitute a waiver of such Funding Purchaser’s right to demand such compensation.

14.5

Notwithstanding anything in this Clause 14 to the contrary, the Main SPV shall not be required to pay to any Funding Purchaser any amount pursuant to this Clause 14 to the extent such amount has been fully and finally paid in cash to such Funding Purchaser pursuant to any other provision of this Agreement or any other Transaction Document.

15.	INDEMNITY FOR TAXES

15.1

Any and all payments by or on account of any obligation of the Main SPV hereunder shall be made free and clear of and without deduction for any Taxes; provided that if the Main SPV shall be required to deduct any Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Clause 15.1) the recipient of such payment receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Main SPV shall make such deductions, and (iii) the Main SPV shall pay the full amount deducted to the relevant Official Body in accordance with all applicable Requirements of Law.

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15.2

The Main SPV shall (to the extent not already paid hereunder or pursuant to any of the Onward Sale Agreements) pay all Taxes (including VAT but excluding, for the avoidance of doubt, any tax on profits of any Funding Purchaser) under or in connection herewith or any judgment given in connection herewith may at any time become subject subsequent to the date of this Agreement and, from time to time on demand of any Funding Purchaser or the Funding Administrator, immediately indemnify such Funding Purchaser and/or the Funding Administrator against any liabilities, costs, claims and expenses resulting from any failure to pay or any delay in paying any such Tax, except those penalties and interest charges that are due to fraud, gross negligence or wilful misconduct of such Funding Purchaser, the Funding Administrator or their agents.

16.	MANDATORY COSTS

16.1

In order to compensate the Committed Purchaser for the cost of its compliance (if any) with the requirements of the European Central Bank (or, in each case, any other authority which replaces all or any of its functions) in connection with its Investments, the Committed Purchaser may require the Main SPV to pay, contemporaneously with each payment of Yield on each of such Investments, additional yield on such Investment at a rate per annum equal to the Mandatory Cost Rate as defined and calculated in accordance with the formula and in the manner set forth in Schedule 6 ( Mandatory Cost Rate ).

16.2

Any additional yield owed pursuant to Clause 16.1 shall be determined by the Committed Purchaser, which determination shall be conclusive absent fraud or manifest error, and notified to the Main SPV (with a copy to the Funding Administrator) at least five Business Days before each date on which Yield is payable for the applicable Investment, and such additional yield so notified to the Main SPV by the Committed Purchaser shall be payable to the Funding Administrator for the account of the Committed Purchaser on each date on which Yield is payable for such Investment.

17.	MITIGATION OBLIGATIONS

If an event occurs as a result of which any Funding Purchaser requests compensation under Clause 4.7, Clause 14 or Clause 16, or if any cancellation occurs under Clause 13 or if the Main SPV is required to pay any additional amount to any Funding Purchaser or any Official Body for the account of any Funding Purchaser pursuant to Clause 15, then such Funding Purchaser shall notify the Main SPV of such event and, subject to the prior written consent of the Facility Agent (such consent not to be unreasonably withheld), use reasonable efforts to mitigate or avoid the effects of such event, if, in the reasonable judgment of such Funding Purchaser, such efforts (a) would eliminate or reduce the amounts payable pursuant to such Clauses in the future and (b) would not subject such Funding Purchaser or any of its affiliates to any unreimbursed cost or expense (taking into account any reimbursement made by any Transaction Party pursuant to a Transaction Document) and would not (in the reasonable opinion of such Funding Purchaser) otherwise be disadvantageous to such Funding Purchaser or any of its affiliates. For the avoidance of doubt, the Main SPV hereby agrees to pay all reasonable costs and expenses incurred by any Funding Purchaser in connection with any action taken by such Indemnified Party in accordance with, this Clause 17.

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18.	FURTHER ASSURANCE

18.1

The Main SPV agrees that it will, from time to time, at the Main SPV’s expense, promptly execute and deliver all instruments and documents and take all actions necessary or as the Funding Purchasers or the Funding Administrator may reasonably request in order to enable the Funding Purchasers and the Funding Administrator to exercise or enforce any of its rights hereunder.

18.2

The Main SPV shall transfer or cause to be transferred all Instruments of Debt related to a Purchased Receivable transferred hereunder to the Master Servicer to be held for the relevant Funding Purchaser free of any cost or charge. Upon request of the Funding Administrator on behalf of the relevant Funding Purchaser, the Master Servicer shall transfer, or cause to be transferred, all Instruments of Debt relating to the Purchased Receivables purchased hereunder to the person designated by the Funding Administrator.

18.3	The Related Rights related to a Purchased Receivable shall serve as security for the due payment of such Purchased Receivable and shall continue to be subject to, and enforced in accordance with, the terms of the Contract relating to such Related Rights and any Transaction Documents.

18.4

Once a Purchased Receivable acquired by a Funding Purchaser has been paid in full or if the Main SPV is otherwise obliged, in accordance with the Credit and Collection Policies, to release the respective Related Rights or if the Main SPV is obliged vis-à-vis a Debtor in accordance with the terms of the respective Contract to release such Related Rights ( provided always, that, the Main SPV is acting in good faith), it is hereby agreed that the Funding Administrator shall, to the extent possible, re-transfer any such Related Rights to the Main SPV. Upon the Main SPV’s request, the relevant Funding Purchaser (or the Funding Administrator on its behalf) shall furnish a written confirmation to the Main SPV that such Related Rights have been re-transferred.

18.5

The Main SPV hereby authorises the Facility Agent and grants a power of attorney to the Facility Agent to exercise on behalf of the Main SPV, following the occurrence of a Main SPV Enforcement Event, any and all rights which the Main SPV may have under or pursuant to the Main SPV Security Documents.

18.6

From time to time as may be necessary, each of the Main SPV, and the Master Servicer shall (a) cooperate with each Rating Agency in connection with any review of the Transaction Documents which may be undertaken by such Rating Agency and (b) provide each Rating Agency with such information or access to such information as they may reasonably request in connection with any future review of the ratings referred to above.

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19.	EXTENSION OF SCHEDULED FACILITY MATURITY DATE

19.1

The Main SPV (or the Master Servicer on its behalf) may advise the Funding Administrator in writing of its desire to extend the Facility Maturity Date or otherwise refinance the transaction contemplated by the Transaction Documents on similar or different terms, provided such request is made not later than 6 months prior to, the then current Facility Maturity Date.

19.2

Neither Funding Purchaser shall be obligated to agree to extend the Facility Maturity Date or agree to any refinancing of the transaction contemplated by the Transaction Documents on similar or different terms. If either Funding Purchaser does not agree to extend the Facility Maturity Date or agree to any refinancing of the transaction contemplated by the Transaction Documents on similar or different terms, an Expiration Termination Event shall occur on the Facility Maturity Date, and the Main SPV shall apply Collections in accordance with Clause 9.2 hereof to repay in full the Investment, Yield and other amounts owing to the Funding Purchasers.

20.	REPRESENTATIONS AND WARRANTIES

20.1	The Main SPV hereby makes the representations and warranties to the Funding Purchasers, the Facility Agent and the Funding Administrator set out in Schedule 3 hereto.

20.2

The representations and warranties referred to in Clause 20.1 are made and given on the date hereof and will be repeated as of each Purchase Date, each Settlement Date and each Reporting Date with reference to such date and by reference to the facts and circumstances then existing, except to the extent such representations and warranties expressly relate to an earlier date.

21.	DEEMED COLLECTIONS

21.1

If and to the extent the Funding Administrator or Funding Purchaser shall be required for any reason to pay over to a Debtor, any Transaction Party or any other Person (other than in accordance herewith) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Main SPV, and, accordingly, the Funding Administrator or such Funding Purchaser, as the case may be, shall have a claim against the Main SPV for such amount, payable when and to the extent that any distribution from or on behalf of such Debtor is made in respect thereof.

21.2

If at any time after the purchase of a Purchased Receivable transferred hereunder, any Dilution occurs in respect of such Purchased Receivable and has been identified in accordance with the Cleared Invoice Allocation, the Main SPV or, on its behalf, the Master Servicer shall, subject to any Reinvestment, pay or cause to be paid an amount equal to such Dilution as a Deemed Collection to the relevant Master Collection Account within two Business Days.

21.3

If any representation or warranty is not true or incorrect with respect to any Purchased Receivable sold under this Agreement, the Main SPV or, on its behalf, the Master Servicer shall pay or cause to be paid an amount equal to the Purchase Price paid for such Purchased Receivable as a Deemed Collection to the relevant Master Collection Account within two Business Days. Following such payment, the relevant Purchased Receivable shall cease to be part of the Portfolio.

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21.4

If any Deemed Collection (other than referred to in Clauses 21.1, 21.2 or 21.3) is received, or deemed to be received, by the Main SPV, the Main SPV or, on its behalf, the Master Servicer shall pay or cause to be paid an amount equal to such Deemed Collection to the relevant Master Collection Account within two Business Days. The relevant Funding Purchaser shall transfer to the Main SPV any amounts received by the relevant Funding Purchaser or any of its assignees in respect of which a Deemed Collection has been paid by the Main SPV to the relevant Master Collection Account.

21.5	Any amounts paid or caused to be paid by the Main SPV or, on its behalf, the Master Servicer, into the relevant Master Collection Account in accordance with Clauses 21.1, 21.2, 21.3 or 21.4 shall, for the purposes of this Agreement, be considered and treated as Collections.

22.	COVENANTS AND UNDERTAKINGS

22.1	The Main SPV makes the covenants and undertakings to each Funding Purchaser, the Facility Agent and the Funding Administrator set out in Schedule 4 hereto.

22.2

The Main SPV hereby acknowledges that each Funding Purchaser is entering into the transactions contemplated by the Agreement and the Transaction Documents in reliance upon the Main SPV’s identity as a legal entity separate from any Originator, the Belgian Intermediary and the Master Servicer. Therefore, from and after the date hereof, the Main SPV shall take all reasonable steps to continue the Main SPV’s identity as a separate legal entity and to make it apparent to third Persons that the Main SPV is an entity with assets and liabilities distinct from those of any Originator, the Belgian Intermediary, the Master Servicer and any other Person, and is not a division of any Originator, the Belgian Intermediary, Master Servicer or any other Person.

22.3	The Main SPV shall exercise all rights and meet all obligations under the Onward Sale Agreements in order to assist the Funding Purchasers in fulfilling its obligations pursuant to this Agreement.

23.	COLLECTION OF THE PURCHASED RECEIVABLES

23.1	It is understood and agreed that, pursuant to the Servicing Agreement, the Master Servicer shall administer, collect and service the Receivables acquired by Funding Administrator (for the account of the Funding Purchasers) hereunder.

23.2

Instruments of Debt shall be held by the Master Servicer for the Funding Administrator (for the account of the Funding Purchasers) until their settlement, as provided in Clause 18.2. The Master Servicer shall credit the monies represented by such Instruments of Debt upon their collection on the Business Day of receipt to the relevant Collection Account.

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23.3	As provided by Clause 3.2.(l) of the Servicing Agreement, the Master Servicer shall hold all Records, documents and other information (including any information on computer disks) relating to the Receivables and Related Rights sold hereunder.

23.4

The Main SPV (or the Master Servicer on its behalf) shall at all times keep electronic files containing all information (to be kept current) required to identify the Receivables, including, but not limited to all information required to identify each Debtor. The Main SPV (or the Master Servicer on its behalf) shall make available such electronic files to the Funding Purchasers and the Funding Administrator on each Reporting Date (regardless of whether or not such information is requested by a Funding Purchaser, its assignees, or the Funding Administrator) and at all times at the reasonable request of a Funding Purchaser or the Funding Administrator, by delivery of an electronic file in Microsoft Excel format or by electronic data transfer (at the relevant Funding Purchaser’s or the Funding Administrator’s option).

23.5	In the case of the occurrence of a Debtor Notification Event, each Funding Purchaser is entitled to:

(a)

require that the Master Servicer, until such Servicer’s appointment has been terminated pursuant to the Servicing Agreement, as promptly as reasonably practicable, to notify the Debtors of the sale and assignment of the Receivables purchased hereunder to such Funding Purchaser substantially in the form of notification as attached as Schedule 5 hereof (the “ Notice of Sale and Assignment ”) and that the Master Servicer or the Master Servicer, as applicable, gives evidence to the Funding Administrator on behalf of the Funding Purchasers reasonably satisfactory evidence that such notification has occurred; or

(b)

notify the Debtors of the sale and assignment of the Receivables purchased hereunder to such Funding Purchaser (itself or through a Backup Servicer) by a notification substantially in the form of the Notice of Sale and Assignment and each Funding Purchaser, the Funding Administrator, and any Backup Servicer are irrevocably authorised to make such notifications.

23.6

The Main SPV (and, as applicable, the Master Servicer) shall use commercially reasonable efforts to assist each Funding Purchaser in the collection of all monies due in respect of the Purchased Receivables. In particular, the Main SPV shall make available to each Funding Purchaser, the Funding Administrator and any of their assignees its electronic data processing and other systems for all actions the Main SPV may have, or be able to obtain from, the Master Servicer for all actions such Funding Purchaser may, in its reasonable opinion, deem necessary to take.

23.7	No Funding Purchaser shall be liable for any actions taken in the course of the collection of the Receivables and any defaults arising from such actions or other damages, unless directly caused by its gross negligence or wilful misconduct.

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23.8

The Main SPV shall indemnify the Funding Purchasers and their direct and indirect assignees (without duplication) for the full amount of all present and future cost, levies, other charges (including, without limitation, any taxes imposed by any jurisdiction) in relation to the services of a Backup Servicer, any notification of Debtors and the use of any power of attorney granted under Clause 23.5 of this Agreement, in accordance with the provisions of this Agreement.

23.9

The Main SPV and Master Servicer agree that from time to time, at its expense, it will promptly execute and deliver (and shall promptly cause the execution and delivery of) all further instruments and documents, and take all further action, that any Funding Purchaser or its assigns reasonably require in order to perfect, protect or more fully evidence the purchase of the Portfolio hereunder, or to enable any Funding Purchaser or its assigns to exercise or enforce any of its rights with respect to the Receivables, the execution and filing of such other instruments or notices as requested by a Funding Purchaser, and causing to be delivered to such Funding Purchaser (with a copy to the Funding Administrator) such certificates, documents or notices as required for perfection, as may be reasonably requested by any Funding Purchaser or the Funding Administrator.

24.	INDEMNITIES

24.1

Without limiting any other rights which the Funding Purchasers, the Facility Agent or the Funding Administrator may have hereunder or under any applicable law, the Main SPV hereby agrees to hold harmless and indemnify each Funding Purchaser, the Facility Agent and the Funding Administrator and their respective officers, directors and agents or any assignee (each, an “ Indemnified Party ”), on written demand from and against any and all damages, losses, claims, liabilities, costs and expenses (including reasonably incurred attorneys’ fees, if any) and disbursements (including any value added tax thereon)(all of the foregoing being collectively referred to as “ Indemnified Amounts ”) awarded against or incurred by any of them relating to or resulting from (without duplication):

(a)

any default by the Main SPV in the performance of any of the obligations expressed to be assumed by it in this Agreement or any other Transaction Document;

(b)

reliance on any representation or warranty made by the Main SPV under or in connection with this Agreement (other than with respect to breach of a representation or warranty made in connection with a Purchased Receivable for which a Deemed Collection has been made), any Report or any other information or report delivered by or on behalf of the Main SPV which shall have been false, incorrect or omitting of any material fact at the time made or deemed made;

(c)

the failure by the Main SPV to comply with any applicable law, rule or regulation with respect to any Purchased Receivable, Related Right or the related Contract or the non-conformity of any Purchased Receivable, Related Rights or the related Contract with any such applicable law, rule or regulation;

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(d)

any dispute, claim, set-off or defence of the Debtor (other than discharge in connection with Insolvency Proceedings in respect of the Debtor) to the payment of a Purchased Receivable transferred hereunder, including, without limitation, a defence based on such Purchased Receivable, the related Contract or the Related Right not being a legal, valid and binding obligation of such Debtor enforceable against it in accordance with its terms, or any claim resulting from the Purchased Receivables sold hereunder being governed by the general business terms of the Debtor, or any other claim resulting from the sale of goods related to such Purchased Receivable or the failure to perform any obligations related to such goods or the failure to perform any obligations related to any applicable laws, rules or regulations in respect thereof (other than any amounts paid in respect of such circumstance as a Deemed Collection);

(e)

any product liability claims or personal injury or property damage suit or other similar or related claims or action of whatever sort arising out of or in connection with the goods which are the subject of any Purchased Receivable sold hereunder;

(f)

any claim arising from collection activities conducted by any Originator, and/or the Master Servicer including, without limitation, any failure by any Originator and/or the Master Servicer to transfer any Collections to the relevant Master Collection Account when required pursuant to any of the Transaction Documents and irrespective of the reason therefor (such as Insolvency Proceedings in relation to such Originator or the Master Servicer),

excluding, however, (i) Indemnified Amounts resulting solely from fraud, gross negligence, default or wilful misconduct on the part of any Funding Purchaser, the Facility Agent, the Funding Administrator or its agents, officers or directors, or (ii) Indemnified Amounts arising out of the failure of any Debtor to pay amounts lawfully owed in respect of a Purchased Receivable sold hereunder, and provided that, in relation to the events listed in (a), (b) and (c) the event leading to the Main SPV’s indemnification obligation is the direct or indirect result of or is directly or indirectly attributable to actions or omissions of any of the Greif Transaction Parties.

24.2

A Funding Purchaser or the Funding Administrator (as the case may be) shall promptly upon obtaining actual knowledge notify the Main SPV in writing of any claim or the commencement of any action or proceedings with respect to which an Indemnified Amount may become payable and the Main SPV, if so requested by such Funding Purchaser or the Funding Administrator, shall be obliged, at its own expense, to assume the defence of such action or proceeding in the name of any Funding Purchaser and/or take, in the name of any Funding Purchaser and/or the Funding Administrator such action as the Main SPV shall see fit to defend or avoid liability for any such Indemnified Amount or to recover the same from any third party. Each Funding Purchaser and the Funding Administrator shall use its reasonable commercial efforts to cooperate with the Main SPV in respect of any action it may take under this Clause 24.2.

24.3

The Funding Purchasers and the Funding Administrator hereby agree to promptly notify the Main SPV if it becomes aware of any circumstances which could reasonably be expected to lead to a claim on the part of such Funding Purchaser and the Funding Administrator under Clause 24.1, together with all reasonable details thereof provided , however , that failure to do so shall not be a defence to the Main SPV’s obligations under this Clause 24, except to the extent that such obligations increase as a result of such failure to promptly notify.

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24.4	Any demand made by a Funding Purchaser or the Funding Administrator under this Clause 24 shall be accompanied by a statement, duly certified by an officer of such Funding Purchaser or the Funding Administrator, giving reasonable particulars of the claim for reimbursement.

25.	DEFAULT INTEREST

25.1

If any sum due and payable by the Main SPV hereunder is not paid on the due date therefor or if any sum due and payable by the Main SPV under any judgment of any court in connection herewith is not paid on the date of such judgment, the period beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Main SPV to pay such sum (the balance thereof for the time being unpaid being herein referred to as an “ unpaid sum ”) is discharged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding period and the duration of each of which shall be selected by the relevant Funding Purchaser or the Funding Administrator.

25.2	During each such period relating thereto as is mentioned in Clause 25.1, an unpaid sum shall, to the extent permitted by law and provided that the Main SPV shall be in default, bear interest at the rate per annum which is the sum of two per cent. plus the applicable Eurocurrency Rate.

25.3

Any interest which shall have accrued under Clause 25.2 in respect of an unpaid sum shall be due and payable and shall be paid by the Main SPV at the end of the period by reference to which it is calculated or on such other dates as the relevant Funding Purchaser or the Funding Administrator may specify by written notice to the Main SPV.

26.	ASSIGNABILITY

26.1

This Agreement and each Funding Purchaser’s rights and obligations hereunder shall be assignable by such Funding Purchaser and its successors and permitted assigns upon 30-day advance written notice to each of the Main SPV and the Master Servicer and with prior written consent of the Master Servicer (such consent not to be unreasonably withheld or delayed). After the occurrence of a Termination Event, no notifications to or consents from the Master Servicer shall be required to be made by any Funding Purchaser in respect of any assignment by such Funding Purchaser. Each assignor of an Investment or any interest therein may, in connection with the assignment or participation, disclose to the assignee or participant any information relating to the Transaction Parties, including the Purchased Receivables furnished to such assignor by or on behalf of any Transaction Party or by the Funding Administrator; provided that, prior to any such disclosure, the assignee or participant agrees to preserve the confidentiality of any confidential information relating to the Transaction Parties received by it from any of the foregoing entities in a manner consistent with Clause 11 ( Confidentiality ) of the Common Terms.

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26.2

The Conduit Purchaser may pledge or otherwise grant security interests in all or any portion of the Investments to a security trustee in connection with its commercial paper program without prior notice to or consent from any other party or any other condition or restriction of any kind. The Conduit Purchaser may assign or otherwise transfer all or any portion of the Investments to any Conduit Assignee or Program Support Provider with respect to the Conduit Purchaser without prior notice to or consent from any other party or any other condition or restriction of any kind, for the avoidance of doubt, Clause 11 ( Confidentiality ) of the Common Terms does not impose any restriction upon the Conduit Purchaser in this respect. Upon such assignment by the Conduit Purchaser to the Conduit Assignee, (i) the Funding Administrator will act as the Funding Administrator for the Conduit Assignee hereunder, (ii) such Conduit Assignee (and any related commercial paper issuer, if such Conduit Assignee does not itself issue commercial paper) and its liquidity support provider(s) and credit support provider(s) and other related parties shall have the benefit of all the rights and protections provided to the Conduit Purchaser and the Committed Purchaser in any other Transaction Documents (including any limitation on recourse against such Conduit Assignee), (iii) such Conduit Assignee shall assume all of the Conduit Purchaser’s obligations hereunder or under any other Transaction Document (whenever created, whether before or after such assignment) with respect to the assigned portion of the Investments held by the Conduit Purchaser, and the Conduit Purchaser shall be released from all such obligations, (iv) all distributions to the Conduit Purchaser hereunder with respect to the assigned portion of the Investments shall be made to such Conduit Assignee, (v) the definition of the term “ CP Rate ” shall be determined on the basis of the interest rate or discount applicable to Commercial Paper issued by such Conduit Assignee (and any related commercial paper issuer, if such Conduit Assignee does not itself issue commercial paper) rather than such assigning Conduit Purchaser, (vi) the defined terms and other terms and provisions of this Agreement and the other Transaction Documents shall be interpreted in accordance with the foregoing and (vii) if requested by the Funding Administrator with respect to such Conduit Assignee, the parties will execute and deliver such further agreements and documents (including amendments to this Agreement) and take such other actions as the Funding Administrator may reasonably request to evidence and give effect to the foregoing, for the avoidance of doubt, Clause 11 ( Confidentiality ) of the Common Terms does not impose any restriction upon the Committed Purchaser in this respect.

26.3

Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of the Committed Purchaser thereunder and (y) the assigning Committed Purchaser shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Committed Purchaser’s rights and obligations under this Agreement, the Committed Purchaser shall cease to be a party hereto). In addition, the Committed Purchaser or any of its affiliates may assign any of its rights (including rights to payment of any Invested Amount and Yield) under this Agreement to the European Central Bank without notice to or consent of any Transaction Party, the Conduit Purchaser, or the Funding Administrator for the avoidance of doubt, Clause 11 ( Confidentiality ) of the Common Terms does not impose any restriction upon the Commited Purchaser in this respect.

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26.4

At all times during which any Investment is outstanding, the Funding Administrator shall maintain a register as provided herein (the “ Register ”). All Investments and any interest therein, and any Assignments and Acceptances of any Investments and any interest therein delivered to and accepted by the Funding Administrator, shall be registered in the Register, and the Register shall serve as a record of ownership that identifies the owner of each Investment and any interest therein. Notwithstanding any other provision of this Agreement, no transfer of any Investment or any interest therein shall be effective unless and until such transfer has been recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent fraud or manifest error, and the Main SPV, the Master Servicer, the Funding Administrator, the Conduit Purchaser and the Committed Purchaser may treat each Person whose name is recorded in the Register as the Committed Purchaser or Conduit Purchaser, as the case may be, under this Agreement for all purposes of this Agreement.

26.5

Upon its receipt of an Assignment and Acceptance executed by an assigning Committed Purchaser and an Eligible Assignee, the Funding Administrator shall, if such Assignment and Acceptance has been duly completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Main SPV and the Master Servicer.

26.6

Each Funding Purchaser may sell participations to one or more banks or other entities that are Eligible Assignees on the date of such sale (each, a “ Participant ”) in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its interests in the Investments owned by it and, in the case of the Committed Purchaser, its Commitment); provided that:

(a)

such Funding Purchaser’s obligations under this Agreement shall remain unchanged;

(b)

such Funding Purchaser shall remain solely responsible to the other parties to this Agreement for the performance of such obligations; and

(c)

the Funding Administrator, the other Funding Purchaser, the Main SPV, the Master Servicer and the Master Servicer shall have the right to continue to deal solely and directly with such Funding Purchaser in connection with such Funding Purchaser’s rights and obligations under this Agreement.

For the avoidance of doubt, Clause 11 ( Confidentiality ) of the Common Terms does not impose any restriction upon the Conduit Purchaser in this respect

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26.7

Any agreement or instrument pursuant to which a Funding Purchaser sells such a participation shall provide that the Participant shall not have any right to direct the enforcement of this Agreement or other Transaction Documents or to approve any amendment, modification or waiver of any provision of this Agreement or the other Transaction Documents; provided that such agreement or instrument may provide that the Committed Purchaser will not, without the consent of the Participant, agree to any amendment, modification or waiver of a type that would require the consent of the relevant Funding Purchaser affected thereby.

26.8	Neither the Main SPV nor the Master Servicer may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Funding Administrator.

27.	THE FUNDING ADMINISTRATOR’S RIGHTS, POWERS AND DISCRETIONS

27.1	The Funding Administrator may:

27.1.1

assume unless it has, in its capacity as Funding Administrator, actual notice to the contrary, that:

(a)

neither the Main SPV nor any other person expressed to be a party to any Transaction Document is in breach of or in default under its obligations thereunder;

(b)

a person purporting to be an authorised signatory of the Main SPV, the Facility Agent or any other person is duly authorised to act in that capacity by or on behalf of the Main SPV, the Facility Agent or such person;

(c)

any direction or certificate as to amounts due to be received by it from the Main SPV and/or Facility Agent is correct; and

(d)

any communication or document received by it is valid and enforceable against the person by whom or on whose behalf it is purported to be given;

27.1.2

rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Main SPV or any other party to the Transaction Documents upon a certificate signed by or on behalf of the Main SPV or such other party;

27.1.3

rely upon any communication or document believed by it to be genuine; and

27.1.4

engage and pay for the advice or services of, and rely and act on the opinion or advice (howsoever given) of, or any written information obtained from, any lawyers, accountants or other professional advisers or experts whose advice or services may to it seem reasonably necessary, expedient or desirable.

27.2	The Funding Administrator shall not be liable for any action taken by it under or in connection with any Transaction Document, unless directly caused by its gross negligence or wilful misconduct.

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27.3	Any calculation made by the Funding Administrator in connection with any Transaction Document shall, in the absence of manifest error, be conclusive and binding on all Parties

28.	TERMINATION

28.1

This Agreement will create and constitute continuing obligations of the parties in accordance with its terms and will remain in full force, irrespective of the occurrence of a Termination Event, until such time after the Termination Date as the Aggregate Invested Amounts have been reduced to zero and all other amounts due under this Agreement have been paid.

29.	GOVERNING LAW AND JURISDICTION

This Agreement including all non-contractual obligations shall be governed by, and shall be construed in accordance with, the laws of The Netherlands. The parties agree that the competent court in Amsterdam, the Netherlands, shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement including any non-contractual obligations arising out of or in relation to this Agreement.

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SCHEDULE 1

FORM OF INVESTMENT REQUEST

From: Cooperage Receivables Finance B.V.

To: Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International) as Funding Administrator

Dated: [ ]

Dear Sirs

Cooperage Receivables Finance B.V. –

Nieuw Amsterdam Receivables Purchase Agreement dated 27 April 2012 (the

“Agreement”)

1.	We refer to the Agreement. This is an Investment Request. Terms defined in the Agreement have the same meaning in this Investment Request unless given a different meaning in this Investment Request.

2.	We wish to request the following Investment to be received on the next following Investment Date:

Amount of the requested Investment: [DKK/EUR/GBP/NOK/ SEK][ ] ¹

Aggregate Invested Amount: [ ] ²

3.	We hereby certify that, after giving effect to the proposed Investment, the Funding Tests are not violated.

4.	The proceeds of this requested Investment should be credited to the Main SPV Operating Account.

5.	This Investment Request is irrevocable and binding on us.

Yours faithfully,


______________________		_____________________

¹	In respect of the Amount of the requested Investment for the Closing Date, the amount is to be based on the report prepared for the monthly period ending 31 March 2012.

²	Insert the Aggregate Invested Amount after giving effect to the requested Investments (taking into account any Reinvestments that have already occurred in relation to the relevant Investment Period).

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Cooperage Receivables Finance B.V.

By:				By:

Title:				Title:

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SCHEDULE 2

FORM OF DEED OF ASSIGNMENT

THIS DEED OF ASSIGNMENT is made on [•]:

BETWEEN :

(1)

COOPERAGE RECEIVABLES FINANCE B.V ., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), incorporated under the laws of The Netherlands having its seat ( statutaire zetel ) in Amsterdam, The Netherlands and its registered office at Naritaweg 165, 1043 BW Amsterdam, The Netherlands (the “ Main SPV ”); and

(2)

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (TRADING AS RABOBANK INTERNATIONAL), LONDON BRANCH , a cooperative with limited liability (coöperatieve met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands and having its seat (statutaire zetel) in Amsterdam, The Netherlands, acting through its London Branch at Thames Court, One Queenhithe, London EC4V 3RL, United Kingdom acting as funding administrator (for the account of the Funding Purchasers) (the “ Funding Administrator ”) and as facility agent (the “ Facility Agent ”).

WHEREAS :

(A)

The Main SPV, Nieuw Amsterdam Receivables Corporation as conduit purchaser, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London branch and others have entered into Nieuw Amsterdam Receivables Agreement on 27 April 2012 (the “ Nieuw Amsterdam Receivables Purchase Agreement ”), pursuant to which the Main SPV agreed to sell and assign from time to time to the Funding Administrator (for the account of the Funding Purchasers), and the Funding Administrator (for the account of the Funding Purchasers) has agreed to purchase and accept assignment of, Purchased Receivables and the Related Rights.

(B)	The Main SPV has acquired the Purchased Receivables and Related Rights pursuant to the Onward Sale Agreements.

(C)	On the terms and subject to the conditions of the Nieuw Amsterdam Receivables Purchase Agreement, the Main SPV and the Funding Administrator wish to assign and accept assignment of the Purchased Receivables (together with the Related Rights).

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IT IS HEREBY AGREED AS FOLLOWS :

1.	DEFINITIONS AND FACILITY AGENT

1.1	Capitalised terms used in the master definition agreement dated 27 April 2012 between, inter alios, the parties hereto shall have the same meaning when used in this Deed, unless otherwise defined herein. In addition:

“ Assignment Date ” means [ date to be inserted ].

“ Assignment Receivables ” means the Purchased Receivables listed hereto in the Annex as well as any other Purchased Receivables (acquired by the Funding Administrator pursuant to the Nieuw Amsterdam Receivables Purchase Agreement (if and to the extent not validly assigned prior to the date hereof), in each case together with any and all Related Rights (to the extent capable of being assigned pursuant to this Deed).

1.2

The Facility Agent has agreed to become a party to this Deed only for the purpose of taking the benefit of certain provisions of this Deed expressed to be for its benefit and for the better preservation, exercise and enforcement of its rights under the Rights Pledge Agreement and the Facility Agent shall assume no obligations or liabilities whatsoever towards other parties to this Deed by virtue of the provisions of this Deed.

2.	ASSIGNMENT

2.1

The Main SPV hereby assigns ( cedeert ) to the Funding Administrator (for the account of the Funding Purchasers) as per the Assignment Date and the Funding Administrator hereby accepts from the Main SPV the assignment of all of the Main SPV’s rights, title, interest and benefits, present and future, in and to all Assignment Receivables.

2.2	The Funding Administrator shall be entitled to register this Deed with the competent Dutch tax authorities in order to make the assignment effective as a non-disclosed assignment ( stille cessie ) in accordance with Section 3:94 (3) of the Dutch Civil Code.

2.3	The assignment of the Assignment Receivables hereunder shall not be notified to the Debtors until the occurrence of a Debtor Notification Event.

3.	MISCELLANEOUS

The parties hereto agree that the Common Terms and clause 29 of the Nieuw Amsterdam Receivables Purchase Agreement shall apply to this Deed as set out in full herein whereby any reference to such clauses to the capitalised term “Agreement” shall be construed as a reference to the capitalised term “Deed”.

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This Deed has been executed on [•] by:


SIGNED by		)
for and on behalf of		)
COOPERAGE RECEIVABLES		)
FINANCE B.V.		)
as Main SPV		)

SIGNED by		)
for and on behalf of		)
COÖPERATIEVE CENTRALE		)
RAIFFEISEN-BOERENLEENBANK B.A.		)
(TRADING AS RABOBANK		)
INTERNATIONAL),		)
LONDON BRANCH		)
as Funding Administrator		)
and Facility Agent		)

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ANNEX

[add details of Assignment Receivables]

- 31 -

SCHEDULE 3

REPRESENTATIONS AND WARRANTIES OF THE MAIN SPV

The Main SPV hereby represents and warrants to each Funding Purchaser, the Facility Agent and the Funding Administrator that:

1.	it is duly organized, and validly existing under the laws of The Netherlands;

it has all licenses, authorizations, consents, approvals, permits and other governmental authorizations or exemptions that are necessary to conduct its business in each jurisdiction in which its business is conducted in connection with the execution, delivery, performance, validity or enforceability of each of the Transaction Documents to which it is a party;

the execution, delivery and performance by it of the Transaction Documents to which it is a party and the transactions contemplated herein and therein are within its organizational powers and authority, have been duly authorised by all necessary action, require no action by or in respect of, or filing, recording or enrolling with, any governmental body, agency, court official or other authority, other than those already taken and do not contravene, or constitute a default under, any provision of applicable law, rule or regulation, by-laws or other constitutive document (including its limited liability company agreement), any agreement or any judgment, injunction, order, decree, authorization, approval, license or consent or other instrument binding upon it or result in the creation or imposition of any Adverse Claims on its assets;

4.	each of Transaction Documents to which it is expressed to be a party has been duly executed and delivered by it;

each of the Transaction Documents to which it is expressed to be a party and each sale of Purchased Receivables pursuant hereto constitute legal, valid and binding obligations enforceable against it in accordance with the terms of such agreements, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally;

6.	it is entering into the Transaction Documents to which it is expressed to be a party acting on its own behalf (but, for the avoidance of doubt, not as an agent or trustee) and in good faith;

all information made available to any Funding Purchaser or its assignees in connection with the Transaction Documents or any transaction contemplated thereby, including, without limitation, the information on the Purchased Receivables sold hereunder, the records and documents submitted, the latest financial statements and the information contained in the notes to such financial statements, each Monthly Report and any reports or files provided at the request of the Main SPV relating to the Purchased Receivables (including for the avoidance of doubt the information provided in the Records and Receivables Report) is correct, accurate and complete on the date such information is provided;

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8.	it is not nor would it be, as a consequence of doing any act or thing contemplated under any Transaction Document, subject to Insolvency Proceedings;

it:

(a)

is in compliance with any applicable law; and

(b)

has filed all tax returns and is in compliance with all applicable laws relating to all Taxes

where a failure to comply could reasonably be expected to have a Material Adverse Effect on it;

10.

its obligations under the Transaction Documents to which it is a party are direct, general and unconditional obligations of the Main SPV and rank at least pari passu to all other unsecured and unsubordinated indebtedness of the Main SPV with the exception of any obligations which are mandatorily preferred by law;

11.	in respect of the Transaction Documents to which it is a party and each of the transactions contemplated in, referred to in, provided for or effected by such Transaction Documents, it:

(a)

has entered into or will enter into the same in good faith and for the purpose of carrying on its business;

(b)

has and will have reasonable grounds for believing that it will derive benefit from it;

(c)

has not entered into and will not enter into the same if the entering into the same would prejudice any of its creditors; and

(d)

is not and will not be in a breach of any negative pledge or similar undertaking under any agreement to which it, or any of its affiliates, are a party in connection with the entering into the Transaction Documents;

12.

none of the transactions contemplated in the Transaction Documents will infringe the terms of, or constitute a default under, any agreement or instrument or obligation to which it is a party or by which any of its property, undertaking, assets or revenues are bound where a failure to comply could reasonably be expected to have a Material Adverse Effect on it;

13.	since the date of its audited last financial statements, no Material Adverse Effect in its financial situation has occurred;

14.	there are no litigation or arbitration proceedings pending or to the best of its knowledge threatened against it which could reasonably be expected to have a Material Adverse Effect on it or on its ability to perform its obligations under all or any of the Transaction Documents;

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15.	as of each Purchase Date, no Potential Termination Event has occurred and is continuing;

16.

all Records and documents relating to the Purchased Receivables transferred hereunder are kept in the office of the Main SPV or its agents (including the Master Servicer and its sub-delegates) and such Records show clearly all transactions, payments, receipts and proceedings relating to that those Receivables and are complete and accurate in all material respects;

17.	it is not obliged to pay any withholding tax on the Collections received on the Receivables or to make any deductions or withholdings from any payment it may make under each of the Transaction Documents to which it is a party;

18.

no value added tax, stamp tax or stamp duty or similar tax or duty is payable upon the execution or enforcement of this Agreement, the sale and assignment of Purchased Receivables to the relevant Funding Purchaser hereunder or the enforcement hereof or any Purchased Receivable or Related Right or any other transaction contemplated herein or in any other Transaction Document to which it is expressed to be a party;

19.	each sale of Purchased Receivables will be properly identified as such in the systems of:

(a)

the Main SPV; and

(b)

the Master Servicer,

such that any Funding Purchaser and the Funding Administrator are each in a position (A) to identify each Purchased Receivable at all times and (B) to retrace the origin of all Collections in respect of each such Purchased Receivable;

20.

other than as provided for or permitted in the Transaction Documents (i) it has not created any Adverse Claim over all or any of its present or future assets or revenues which affects the Purchased Receivables and (ii) the execution of the Transaction Documents and the exercise by it of its rights and performance of its obligations thereunder will not result in the existence of nor oblige it to create any encumbrance over all or any of its present or future revenues or assets;

21.	it does not carry on business under a trade name or other name differing from the name used in this Agreement;

22.

upon purchase and assignment of the Purchased Receivables, in accordance with the terms of this Agreement shall have a valid and perfected ownership or security interest in each Purchased Receivable, free and clear of any liens, encumbrances, liabilities and Adverse Claims, other than any liens created by or through such Funding Purchaser;

23.	it is not an “investment company” as defined in, or is exempt from the registration requirements of, the Investment Company Act of 1940, as amended;

24.

it has its “center of main interests” (as that term is used in Article 3(i) of the Council of European Union Regulation No 1346/2000 on Insolvency Proceedings (the “ Regulation ”) in The Netherlands) and it has no establishment (as that term is used in Article 2(h) of the Regulations in any jurisdiction outside The Netherlands;

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25.

it has not implemented any material change in or material amendment to the Credit and Collection Policies (which shall always be the case if such change or amendment would adversely affect the ability to collect any Purchased Receivable affected by such change or amendment), without consent of the Funding Purchaser and the Funding Administrator (such consent not to be unreasonably withheld);

26.	as of the date of this Agreement it has not engaged in any activity other than in relation to its incorporation and the authorization and execution of the Transaction Documents to which it is a party;

27.	the Security Agreements validly create the security interests which they are purported to create;

28.	duly and timely perform and comply with its obligations under each of the Transaction Documents to which it is a party; and

29.

its financing activities have been conducted and will be conducted in a manner so that it will comply with the FMSA and in particular it represents, warrants and agrees that it has not received and will not receive any repayable funds ( opvorderbare gelden ) from others than PMPs or from within a closed circle ( besloten kring ) as defined in the FSMA.

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SCHEDULE 4

COVENANTS AND UNDERTAKINGS OF THE MAIN SPV

The Main SPV covenants and undertakes the following to each Funding Purchaser and the Funding Administrator:

it shall punctually and fully comply with its covenants and obligations under the Transaction Documents to which it is a party; any expenses incurred in connection therewith shall be borne by the Main SPV; by purchasing the Purchased Receivables, neither the Funding Purchasers nor the Funding Administrator shall assume any obligation or liability towards the Debtors;

(a) once in any calendar year at its own expense (“ Annual Review ”), (b) in addition to the Annual Review, twice in such calendar year upon the written request of the Funding Purchasers or the Funding Administrator and at the expense of the Funding Administrator, and (c) at any time after occurrence of a Termination Event at its own expense, it shall promptly make available to the Funding Purchasers and, at the Funding Administrator’s election, an auditor of internationally recognized standing (i) any information and any documents in its possession relating to the Purchased Receivables and the Related Rights related thereto and (ii) all information and documentation reasonably necessary to fully assess the Main SPV’s financial situation, and the Main SPV shall cooperate fully with the Funding Administrator and the Master Servicer (as applicable) to provide such information and any such documents to Funding Purchasers or the Funding Administrator (as applicable).

at all times during regular business hours and, so long as no Potential Termination Event or Termination Event has occurred, upon reasonable notice, permit any Funding Purchaser, the Funding Administrator or its agents to visit its offices and properties and to inspect all records and documents relating to the Purchased Receivables sold hereunder and to the Related Rights, including, to the extent in its possession, internal documentary evidence and data processing systems, and to make copies and abstracts provided that the Main SPV, the Facility Agent and any of their agents shall use commercially reasonable efforts to limit the duration of any on-site inspection to no longer than three Business Days. In addition, it shall permit each Funding Purchaser and the Funding Administrator to discuss matters relating to the Purchased Receivables transferred hereunder with the management, the employees and the accountants of the Main SPV;

it shall safekeep and make available to the Funding Purchasers and the Funding Administrator, upon reasonable notice, at its principal place of business originals, to the extent in its possession, of all Contracts, agreements, delivery notes, lists of balances and other material relating to the Receivables transferred hereunder, employing the care of a prudent businessman;

5.	it shall deliver to the Funding Purchaser and the Funding Administrator promptly upon request in accordance herewith duly signed Debtor Notifications for any Purchased Receivables transferred hereunder not yet collected;

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6.	it shall not contribute to the creation of counterclaims of the Debtor against the Purchased Receivables transferred hereunder;

it shall furnish to the Funding Purchasers and the Funding Administrator all such assistance (including powers of attorney and other authorizations) as any Funding Purchaser or the Funding Administrator may from time to time reasonably request with respect to the servicing, administration, collection and enforcement of the Receivables and the related Collections;

it shall promptly inform the Funding Purchasers and the Funding Administrator of any imminent execution measures undertaken by third parties with respect to the Purchased Receivables transferred hereunder and/or Related Rights. Additionally, upon the occurrence of such measures, the Main SPV shall deliver to each of the Funding Purchasers and the Funding Administrator at its request all documents and records reasonably necessary for the legal enforcement of its claims and reimburse the Funding Purchasers and the Funding Administrator for all expenses incurred in connection with such legal enforcement. At the request of any Funding Purchaser or the Funding Administrator and to the extent permitted by law the Main SPV shall enforce the claims of such Funding Purchaser against the Debtor before any court;

9.	it shall promptly notify the Funding Purchasers and the Funding Administrator of (i) any change in its auditors or (ii) any material change in its accounting policies to the extent such change in accounting policies could reasonably be expected to have a Material Adverse Effect;

10.

the Main SPV will not (a) extend, amend or otherwise modify the terms and conditions of any Receivables transferred hereunder, or (b) amend, modify or waive any term or condition of any Contract related thereto except (i) in accordance with the applicable Credit and Collection Policies or allowed by the Transaction Documents, or (ii) as required by law;

11.	it will not make any amendment, novation or other modification to, or waive any provision of any Transaction Document to which it is a party except in accordance with the amendment provisions thereof;

12.	it will not voluntarily revoke or attempt to revoke any power of attorney granted by it in connection with the transactions contemplated by the Transaction Documents (unless such revocation results from mandatory application of applicable law);

13.

unless delivered to the Funding Purchasers or the Funding Administrator, the Main SPV shall not take any action to cause any Purchased Receivable transferred hereunder not evidenced by a negotiable instrument upon origination to become evidenced by a negotiable instrument, except in connection with the enforcement or collection of a Defaulted Receivable;

14.

it shall maintain in full force and effect all licenses, authorizations, consents, permits, approvals, registrations and notifications which are at any time required in connection with the performance of its duties and obligations hereunder and under the other Transaction Documents to which it is a party;

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15.

the Main SPV shall not liquidate or dissolve or enter into any amalgamation, merger or consolidation with any Person, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of the property (whether now owned or hereafter acquired) of the Main SPV to, any Person;

16.	it shall comply in all material respects with the Credit and Collection Policies in regard to each Purchased Receivable, any Related Rights and the related Contract;

17.

it shall not implement any material change in or material amendment to the Credit and Collection Policies (which shall always be the case if such change or amendment would adversely affect the ability to collect any Purchased Receivable affected by such change or amendment), without consent of the Funding Purchaser and the Funding Administrator (such consent not to be unreasonably withheld).

18.	it shall, at its expense, in a timely manner fully perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts and Related Rights relating to the Purchased Receivables transferred hereunder;

19.

it shall use commercially reasonable efforts to protect the rights of the Funding Purchasers and the Funding Administrator in the Purchased Receivables sold hereunder. In particular, the Main SPV shall execute deeds and documents and take any other action necessary to protect, give evidence of and create the rights of the Funding Purchaser and the Funding Administrator in the Purchased Receivables transferred hereunder, the Related Rights and the related Collections;

20.

it shall maintain a system of accounting established and administered in accordance with generally accepted accounting principles of the Main SPV’s jurisdiction and will notify the Funding Purchasers and the Funding Administrator of any changes in its auditors, the accounting principles or applicable accounting practices occurring after the Closing Date;

21.	it shall report without request of any Funding Purchaser any extraordinary events which would reasonably be expected to have a Material Adverse Effect on its financial situation promptly following it becoming aware of the occurrence of such events;

22.	it shall have fulfilled or shall fulfill all VAT payment obligations with respect to each Purchased Receivable sold;

23.	it shall notify each Funding Purchaser and the Funding Administrator in writing of a Termination Event within one Business Day upon learning of the occurrence thereof, describe the same and, if applicable, the measures being taken with respect thereto;

24.	it shall not change its name, identity or corporate structure or relocate its principal office;

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25.

it shall:

(a)

notify each Funding Purchaser and the Funding Administrator of any attachment by its creditors to any Purchased Receivables which may lead to payments in relation to any Receivable being made directly to any of the Main SPV’s creditors or of any purported attachment by the Main SPV’s creditors;

(b)

not give any instructions to any Debtor to make any payments in relation to any Purchased Receivable to any of its creditors;

26.	it shall procure that the Master Servicer shall deliver a Monthly Report to each Funding Purchaser on each Reporting Date;

27.

in the event that during the term of the transactions contemplated by the Transaction Documents a material net economic interest is required to be retained in accordance with Article 122a of Directive 2006/48/EC in the European Union or any similar requirements are imposed in any jurisdiction, it shall, within five Business Days from (and including) the delivery of written notice from any Funding Purchaser or the Funding Administrator, commence negotiations in good faith with such Funding Purchaser and the Funding Administrator to implement such requirement for the purposes of the transactions contemplated by the Transaction Documents;

28.	it shall do all things necessary to remain duly organized, validly existing and in good standing under the laws of the Main SPV’s jurisdiction and maintain all requisite authority to conduct its business in such jurisdiction;

29.	it shall comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject;

30.

except as otherwise provided in the Transaction Documents or unless each Funding Purchaser and the Funding Administrator otherwise consent in writing, it shall not sell, assign or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to any Purchased Receivable, related Contract or Related Rights, or assign any right to receive income in respect thereof or attempt, purport or agree to do any of the foregoing to the extent that it conflicts with the terms hereof or the transactions contemplated hereby;

31.	if any Repossessable Goods are repossessed by, or returned to, it, it shall attempt to sell such Repossessable Goods in accordance with the Credit and Collection Policies;

32.

it shall after the delivery of any Investment Request and before the making of the Investment requested therein, notify the Facility Agent and the Funding Administrator of the occurrence of any event of which it is aware which results in or may reasonably be expected to result in any of the representations and warranties contained in Clause 18.1 being untrue at or before the time of the making of such Advance;

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33.

it shall immediately inform the Facility Agent and the Funding Administrator upon becoming aware of the occurrence of any litigation, Originator Termination Event, Potential Termination Event or Termination Event and, in case of any threatened litigation, any details of any threatened litigation which, in the reasonable opinion of the Main SPV can have a material adverse effect in relation to a Greif Transaction Party (also taking into account the seriousness of the threatened litigation);

34.	it shall ensure that at all times the claims of the Facility Agent pursuant to the Parallel Debt against it are secured over substantially all its assets and undertaking pursuant to and in accordance with the terms of the Security Agreements;

35.	it shall maintain adequate accounting systems, records, data and other relevant information to the extent necessary to conduct its business on a day to day basis;

36.	it shall ensure that any security granted pursuant to the Security Agreements shall at all times be valid and enforceable and first ranking (save for any statutory preferences) in favour of the Facility Agent free from any other Adverse Claim;

37.

it shall prepare and provide to the Funding Purchasers, the Facility Agent and the Funding Administrator audited financial statements, each of which shall be certified by a director of Main SPV as fairly representing its financial condition as at the date on which those financial statements were drawn up;

38.	it shall hold itself out and identify itself as a separate and distinct entity under its own name and not as a division or part of any other person or entity;

39.	it shall maintain its “centre of main interests” in The Netherlands, within the meaning of the Regulation;

40.	it shall not have any employees or premises;

41.	it shall not pay any dividends in excess of the amounts standing to the Share Capital Account from time to time, or make any distributions in respect of its share capital except to the extent required by law, or issue any additional shares;

42.

it shall not give any guarantee or indemnity in respect of, or assume any liability voluntarily (actual or contingent) in respect of, any obligation of any person which, whether present or future, other than indebtedness in respect of Tax, assessments or governmental charges not yet overdue or administration, corporate or secretarial expenses, or indebtedness incurred, created or assumed; it being understood that Main SPV will incur present and future indebtedness under this Agreement and the Subordinated Loan Agreement;

43.	it shall not become a member of a group of companies for the purposes of VAT or corporate income tax;

44.	it shall not have an interest in any bank account, other than the Main SPV Accounts; and

45.	it shall not act as a director of any company.

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SCHEDULE 5

FORM OF NOTICE OF SALE AND ASSIGNMENT

[ Letterhead of [•] ]

(Registered letter with acknowledgement of receipt)

[Originator] has sold and assigned to Greif Coordination Center B.V.B.A. pursuant to the terms of an originator receivables purchase agreement dated 27 April 2012, and Greif Coordination Center B.V.B.A. has sold and assigned to Cooperage Receivables Finance B.V., a limited liability company incorporated under the laws of The Netherlands having its registered office at Naritaweg 165, 1043 BW Amsterdam, The Netherlands, pursuant to the terms of a receivables purchase agreement dated 27 April 2012 and Cooperage Receivables Finance B.V. has sold and assigned to [ insert relevant Funding Purchaser ], the following receivables of which you are indebted towards it (the “ Receivables ”):

Invoice # with date

of posting

Place of payment

Amounts (in

relevant Approved

Currency)

Due date of

posting

As a result of such sale and assignments, [•] has become the owner of the Receivables, and we hereby notify you of the assignment.

Consequently, settlement of the said Receivables shall be made to our account #: [•] with [•] by bank transfer.

Signed in [•],

Dated [•]

[•]

By: [•]

Title: [•]

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SCHEDULE 6

MANDATORY COST RATE

The Mandatory Cost Rate is an addition to the interest rate to compensate the Committed Purchaser for the cost of compliance with the requirements of the Bank of England and/or the UK Financial Services Authority and/or the European Central Bank (or, in either case, any other authority which replaces all or any of its functions) and which come into existence after the Closing Date.

2.	On the first day of each Tranche Period (or as soon as possible thereafter) the Committed Purchaser shall calculate the Mandatory Cost Rate as a percentage rate per annum in accordance with the formula set out below.

3.	The Mandatory Cost Rate for the Committed Purchaser if lending from an office in a Participating Member State will be the percentage determined by the Committed Purchaser as the cost of complying with the minimum reserve requirements of the European Central Bank.

4.	The Mandatory Cost Rate where the Committed Purchaser is lending through an office in the United Kingdom will be calculated in Sterling as follows:

LOGO

if the Liquidity Advance is in Sterling

and:

LOGO

if the Liquidity Advance is in any other currency.

Where:

is the percentage of eligible liabilities (assuming these to be in excess of any stated minimum) which the Committed Purchaser is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

is the percentage rate of interest (excluding the Liquidity Facility Margin and the Mandatory Cost Rate) payable for the relevant Tranche Period on the relevant Liquidity Advance.

is the percentage (if any) of eligible liabilities which the Committed Purchaser is required from time to time to maintain as interest bearing special deposits with the Bank of England.

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is the percentage rate per annum payable by the Bank of England to the Committed Purchaser on interest bearing special deposits.

is the rate of charge payable by the Committed Purchaser to the Financial Services Authority pursuant to the Fees Rules (calculated, for this purpose, by the Committed Purchaser as being the average of the fee tariffs specified in the Fees Rules under activity group A.1. Deposit acceptors as are applicable to the Committed Purchaser, ignoring any minimum fee or zero rated fees required pursuant to the Fees Rules) expressed in pounds per £1,000,000 of the Tariff Base of the Committed Purchaser.

5.	For the purposes of this Schedule:

(a)	“ eligible liabilities ” and “ special deposits ” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b)	“ Fees Rules ” means the rules on supervision fees contained in the FSA Fees Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits; and

(c)	“ Tariff Base ” has the meaning given to it, and will be calculated in accordance with, the Fees Rules.

In application of the above formula, A, B, C and D will be included in the formula as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

The Committed Purchaser may from time to time, after consultation with the Company, determine and notify to all parties any amendments or variations which are required to be made to the formula set out above in order to comply with any change in law or any requirements from time to time imposed by the Bank of England or the UK Financial Services Authority or the European Central Bank (or, in either case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all the parties hereto.

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IN WITNESS whereof the parties hereto have executed this Agreement the day and year first before written.


for and on behalf of COOPERAGE RECEIVABLES FINANCE B.V. as the Main SPV

/s/ Gawein Heijmans (signature)		/s/ Anna Bak (signature)

Name: Gawein Heijmans Title: Attorney in fact		Name: Aura Bok Title: Attorney in fact


for and on behalf of NIEUW AMSTERDAM RECEIVABLES CORPORATION as the Conduit Purchaser

/s/ Bernard Angelo ( signature )		/s/ John Fridlington ( signature )
Name: Bernard Angelo Title: Vice President		Name: John Fridlington Title: Vice President


for and on behalf of ) GREIF COORDINATION CENTER B.V.B.A. ) as Master Servicer, Orginators’ Agent, Belgian Intermediary

/s/ Michel Verholen ( signature )		( signature )
Name: Michel Verholen Title: Director		Name: Title:

- 44 -


For and on behalf of COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. as Italian Intermediary

/s/ G. Hattie ( signature )		/s/ James Han ( signature )
Name: G. Hattie		Name: James Han
Title: Director		Title: Executive Director


for and on behalf of COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., (TRADING AS RABOBANK INTERNATIONAL), LONDON BRANCH as Committed Purchaser, Funding Administrator and Facility Agent

/s/ G. Hattie ( signature )		/s/ James Han ( signature )
Name: G. Hattie Title: Director		Name: James Han Title: Executive Director

- 45 -

Exhibit 10.4

CLIFFORD CHANCE LLP

ADVOCATEN SOLICITORS NOTARIS

BELASTINGADVISEURS

EXECUTION COPY

COOPERAGE RECEIVABLES FINANCE B.V.

AS MAIN SPV

GREIF COORDINATION CENTER B.V.B.A.

AS SUBORDINATED LENDER

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,

(TRADING AS RABOBANK INTERNATIONAL), LONDON BRANCH

AS FACILITY AGENT, FUNDING ADMINISTRATOR AND MAIN SPV

ADMINISTRATOR

SUBORDINATED LOAN AGREEMENT

DATED 27 APRIL 2012

CONTENTS


Clause	Page
1. Definitions and Interpretation		1

2. The Subordinated Facility		3

3. Subordinated Loan Advances		3

4. Interest Periods		4

5. Interest		4

6. Repayment		4

7. Information		5

8. Representations and Warranties		5

9. Payments		7

10. Evidence of Debt		8

11. No Set Off		8

12. Governing Law and Forum		8

THIS SUBORDINATED LOAN AGREEMENT is made on 27 April 2012

BETWEEN:

(1)

COOPERAGE RECEIVABLES FINANCE B.V. , a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), incorporated under the laws of The Netherlands having its corporate seat ( statutaire zetel ) in Amsterdam, The Netherlands and its registered office at Naritaweg 165 Telestone 8, 1043 BW Amsterdam, The Netherlands (the “ Main SPV ”);

(2)

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (TRADING AS RABOBANK INTERNATIONAL), LONDON BRANCH , a cooperative with limited liability ( coöperatie met beperkte aansprakelijkheid ) incorporated under the laws of The Netherlands, with its seat ( statutaire zetel ) in Amsterdam, The Netherlands, acting through its London branch at Thames Court, One Queenhithe, London EC4V 3RL, United Kingdom in its capacity as Funding Administrator, as Main SPV Administrator and as Facility Agent (the “ Funding Administrator , the “ Main SPV Administrator ” and the “ Facility Agent ” respectively); and

(3)

WHEREAS:

(A)	The Main SPV has entered into a transaction for the purchase and sale of certain Receivables pursuant to the Intermediary Receivables Purchase Agreements and Nieuw Amsterdam Receivables Purchase Agreement respectively.

(B)	The Main SPV intends to fund (partially) the purchase of the Purchased Receivables and any other amounts due by it under the Nieuw Amsterdam Receivables Purchase Agreement (the “ Purpose ”) by borrowing funds from the Subordinated Lender under this Agreement.

IT IS AGREED as follows:

1.	DEFINITIONS AND INTERPRETATION

1.1

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1.2	If there is any conflict between the provisions of the Common Terms and the provisions of this Agreement, the provisions of this Agreement shall prevail.

1.3	Clause 2 ( Further Assurance ) of the Master Definitions Agreement applies to this Agreement as if set out in full herein and as if the Main SPV was an Obligor and the Facility Agent, the Main SPV Administrator, the Funding Administrator and the Subordinated Lender each as an Obligee.

1.4	Clause 12 shall apply mutatis mutandis to the Common Terms incorporated into this Agreement as if set out in full in this Agreement.

1.5	In this Agreement and the recitals and Schedules hereto, except as so far as the context otherwise requires:

“ Applicable Interest Rate ” means the Subordinated Loan Eurocurrency Rate for the relevant Approved Currency plus the Margin];

“ Drawdown Date ” means the Closing Date, each Settlement Date and each Business Day;

“ Facility Reduction Amount ” on a Settlement Date and in relation to an Approved Currency means an amount equal to the higher of (A) zero and (B) the difference between (i) the aggregate amount of Subordinated Loan Advances outstanding in such Approved Currency on the immediately preceding Settlement Date (including, for the avoidance of doubt, as a result of the Main SPV not having paid the whole or part of the Facility Reduction Amount on any preceding Settlement Date) and (ii) the Subordinated Loan Required Advance Amount in such Approved Currency on such Settlement Date;

“ Funding Test ” has the meaning ascribed thereto in the Nieuw Amsterdam Receivables Purchase Agreement;

“ Interest Period ” has the meaning ascribed thereto in Clause 4;

“ Margin ” means 2.5%;

“ Subordinated Loan Advance ” has the meaning ascribed thereto in Clause 3.1;

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“ Subordinated Loan Advance Amount ” means on any date an amount in each Approved Currency equal to the higher of (A) zero and (B) the difference between (i) the Subordinated Loan Required Advance Amount in such Approved Currency on such date and (ii) the aggregate amount of Subordinated Loan Advances in such Approved Currency outstanding on such date;

“ Subordinated Loan Commitment Period ” means the period from the Closing Date until (and including) the day on which all Investments and all other amounts due to the Funding Purchasers under the Transaction Documents have been repaid in full;

“ Subordinated Loan Eurocurrency Rate ” means for each Interest Period, for each Subordinated Loan Advance denominated in (a) EUR, EURIBOR, (b) GBP, LIBOR, (c) SEK, STIBOR, (d) DKK, CIBOR, and (e) NOK, NIBOR;

“ Subordinated Loan Required Advance Amount ” in respect of a Settlement Date means the sum in each Approved Currency of (a) the positive difference between (i) the Nominal Amount of all outstanding Purchased Receivables (including the Purchased Receivables that are to be purchased on such Settlement Date) on such Settlement Date in such Approved Currency less (ii) the Investments on such Settlement Date in the Approved Currency, (b) any amounts due in one or more Approved Currencies to remedy a breach of a Funding Test, and (c) any other amounts due by the Main SPV under the Nieuw Amsterdam Receivables Purchase Agreement in such Approved Currency; and

“ Subordinated Facility ” has the meaning ascribed thereto in Clause 2.

2.	THE SUBORDINATED FACILITY

2.1	The Subordinated Lender grants to the Main SPV during the Subordinated Loan Commitment Period, upon the terms and subject to the conditions hereof, a facility in each Approved Currency (the “ Subordinated Facility ”).

2.2	Subject to the terms of this Agreement, the Subordinated Facility is exclusively intended for the Purpose and the Subordinated Lender shall not be obliged to concern itself with such application.

3.	SUBORDINATED LOAN ADVANCES

3.1

The Subordinated Lender shall on each Drawdown Date be obliged (and without any further notice being required) to make an advance in each Approved Currency (a “ Subordinated Loan Advance ”) to the Main SPV in an amount equal to the Subordinated Loan Advance Amount or, in the case of a Drawdown Date which is not the Closing Date or a Settlement Date, an amount equal to the Subordinated Loan Advance Amount. The initial Subordinated Loan Advance Amount shall be an amount equal to at least EUR 100,000 or an equivalent amount in an Approved Currency.

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3.2

Unless otherwise agreed in the Transaction Documents, the Subordinated Lender will make a Subordinated Loan Advance to the Main SPV by crediting such amount to the Main SPV Operating Account prior to 2.00 PM (C.E.T/London time). on the relevant Drawdown Date in immediately available, freely transferable, cleared funds.

3.3	The Subordinated Lender shall not make advances exceeding the Subordinated Loan Required Advance Amount.

4.	INTEREST PERIODS

Each interest period (an “ Interest Period ”) in respect of a Subordinated Loan Advance shall commence on (and include) the Drawdown Date for such Subordinated Loan Advance and shall end on (but exclude) the immediately succeeding Settlement Date. Unless a Subordinated Loan Advance is repaid in full on such Settlement Date, the next Interest Period relating thereto shall commence on (and include) such Settlement Date and shall end on (but exclude) the next following Settlement Date and, for so long as such Subordinated Loan Advance remains outstanding thereafter, all subsequent Interest Periods relating thereto shall correspond with the periods commencing on (and including) a Settlement Date and ending on (but excluding) the next following Settlement Date.

5.	INTEREST

5.1

On each Settlement Date, the Main SPV shall (subject to the provisions of the relevant Priority of Payments) pay accrued interest in the relevant Approved Currency on each Subordinated Loan Advance outstanding during the Interest Period ending on the day prior to such Settlement Date and calculated at the rate set forth in Clause 5.3.

5.2

If the provisions of the relevant Priority of Payments operate to prevent the full payment of interest on a Settlement Date (including interest owing in respect of previous interest periods), the unpaid amount thereof shall, to the extent permitted by the provisions of the relevant Priority of Payments, be paid on the next or successive Settlement Date(s).

5.3	The rate of interest applicable to a Subordinated Loan Advance from time to time during each Interest Period relating thereto shall be equal to the sum of the Applicable Interest Rate.

6.	REPAYMENT

6.1	The Main SPV shall pay the Facility Reduction Amount (if any) in accordance with the applicable Priority of Payments on each Settlement Date.

6.2	The Main SPV shall not repay or prepay all or any part of any Subordinated Loan Advance outstanding hereunder except at the times and in the manner expressly provided herein.

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6.3

To the extent that there are Subordinated Loan Advances outstanding on the date falling one year and one day after all sums outstanding and owing in respect of the Investments and all other amounts under the Nieuw Amsterdam Receivables Purchase Agreement have been paid in full, such Subordinated Loan Advances shall become due and payable in full as per that date, subject to and in accordance with the then applicable Priority of Payments.

6.4

As further consideration for the Subordinated Facility granted hereunder, the Subordinated lender shall be entitled to receive from the Main SPV any and all amounts remaining in the Main SPV Operating Account after all payment obligations, actual as well as contingent, under the Transaction Documents have been discharged in full in accordance with the Priorities of Payments (other than the obligation pursuant to this Clause 6.4) and provided that all Operational Expenses and any tax liabilities of the Main SPV have been paid in full or adequately provided for.

6.5	The Subordinated Lender agrees and acknowledged that under the applicable Priority of Payments, it will only receive any payment to the extent there is any Aggregate DPP.

7.	INFORMATION

The Subordinated Lender shall provide to the Facility Agent, the Funding Administrator and the Main SPV Administrator such information and evidence in respect of any dealing between the Main SPV and the Subordinated Lender under this Agreement as the Facility Agent, the Funding Administrator or the Main SPV Administrator may reasonably request.

8.	REPRESENTATIONS AND WARRANTIES

8.1	The Subordinated Lender makes the following representations and warranties to the Main SPV and the Facility Agent on the date of this Agreement:

8.1.1

it is duly incorporated and validly existing under the laws of its jurisdiction of establishment;

8.1.2

it has the corporate power and authority and legal right to enter to deliver and perform this Agreement and has taken all necessary corporate action to authorise the execution, delivery and performance of this Agreement;

8.1.3

no consent, licence, permit, approval or authorisation of, exemption by, notice or report to or registration, filing or declaration with any governmental authority, is required by it in connection with the execution, delivery, performance, validity or enforceability of this Agreement;

8.1.4

this Agreement has been duly executed and delivered by it;

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8.1.5

this Agreement constitutes its valid and binding obligations enforceable in accordance with the terms of this Agreement, subject to applicable bankruptcy, moratorium, insolvency or similar laws affecting the rights of creditors generally and principles of reasonableness and fairness;

8.1.6

it will not be required to make any deduction or withholding from any payment it may make or is required to make under this Agreement;

8.1.7

it has not taken any corporate action nor have any other steps been taken or legal proceedings been started against it which would result in Insolvency Proceedings;

8.1.8

no action or administrative proceeding of or before any court or agency has been started or (to the best of its knowledge and belief) threatened in relation to which, in its judgment, there is a likelihood of an adverse judgment which would have a material adverse effect on its business or financial condition or on its ability to perform its obligations under this Agreement; and

8.1.9

the execution of this Agreement and the exercise by it of its rights and performance of its obligations hereunder do not (i) contravene any applicable law, rule or regulation or any judgment, authorisation, approval, license or consent to which it is subject or its constitutive documents or (ii) constitute or will result in any breach of any agreement to which it is a party.

8.2

The representations and warranties in Clause 8.1 shall be deemed to be repeated by the Subordinated Lender on each Drawdown Date as if made with reference to the facts and circumstances existing on each such day, provided that, for the avoidance of doubt, any breach of such representations and warranties shall not affect any of the obligations of the Subordinated Lender hereunder.

8.3	The Main SPV makes the following representations and warranties to the Subordinated Lender and the Facility Agent on the date of this Agreement:

8.3.1

it is duly incorporated and validly existing under the laws of its jurisdiction of establishment;

8.3.2

it has the corporate power and authority and legal right to enter into and perform this Agreement and has taken all necessary corporate action to authorise the execution, delivery and performance of this Agreement;

8.3.3

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8.3.4

this Agreement has been duly executed and delivered by it;

8.3.5

this Agreement constitutes its valid and binding obligations enforceable in accordance with the terms of this Agreement, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting the enforcement of creditors’ rights generally;

8.3.6

it will not be required to make any deduction or withholding from any payment it may make or is required to make under this Agreement;

8.3.7

it has not taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge and belief) threatened against it which would result in Insolvency Proceedings;

8.3.8

8.3.9

the execution of this Agreement and the exercise by it of its rights and performance of its obligations thereunder do not (i) contravene any applicable law, rule or regulation or any judgment, authorisation, approval, license or consent to which it is subject or its articles of association or (ii) constitute or will result in any breach of any agreement to which it is a party.

8.4

The representations and warranties in Clause 8.3 shall be deemed to be repeated by the Main SPV on each Drawdown Date as if made with reference to the facts and circumstances existing on each such day, provided that, for the avoidance of doubt, any breach of such representations and warranties shall not affect any of the obligations of the Main SPV hereunder.

9.	PAYMENTS

9.1

On each date on which this Agreement requires an amount to be paid by the Main SPV, the Main SPV shall, subject to the provisions of the Transaction Documents, make the same available to the Subordinated Lender, by payment in the relevant Approved Currency and in immediately available, freely transferable, cleared funds to such account or bank as the Subordinated Lender may from time to time have specified for this purpose.

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9.2

For the avoidance of doubt, all payments under this Agreement shall be made without deduction or withholding for or on account of any Taxes, unless the payer is required by law to make any such deduction or withholding. If any deduction or withholding for or on account of Tax is required by law to be made in respect of any payment hereunder, the amount of the payment will be increased to an amount which, after making the tax withholding or deductions, leaves an amount equal to the payment which would have been due if no such deduction or withholding would have been required.

10.	EVIDENCE OF DEBT

10.1	The Subordinated Lender shall maintain accounts evidencing the amounts from time to time lent by and owing to it hereunder.

10.2	A certificate of the Funding Administrator as to a sum payable to it hereunder shall, in the absence of manifest error, be prima facie evidence of the existence and amounts of the specified obligations in the relevant Approved Currency of the Main SPV.

11.	NO SET OFF

None of the parties to this Agreement shall be entitled to offset any of its payment obligations under this Agreement or withhold any payments under this Agreement by way of a counterclaim

12.	GOVERNING LAW AND FORUM

This Agreement and any non-contractual obligations shall be governed by, and shall be construed in accordance with, the laws of The Netherlands. The parties agree that the competent court in Amsterdam, The Netherlands, shall have the exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement including any non-contractual obligations arising out of or in relation to this Agreement.

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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed and delivered by their duly authorised representatives on the day and year first before written.


for and on behalf of COOPERAGE RECEIVABLES FINANCE B.V. as the Main SPV

/s/ Gawein Heijmans		/s/ Anna Bak
( signature ) Name: Gawein Heijmans		( signature ) Name: Aura Bok
Title: Attorney in fact		Title: Attorney in fact


for and on behalf of COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (TRADING AS RABOBANK INTERNATIONAL), LONDON BRANCH as Main SPV Administrator, Funding Administrator and Facility Agent

/s/ G. Hattie		/s/ James Han
( signature ) Name: G. Hattie Title: Director		( signature ) Name: James Han Title: Executive Director


for and on behalf of GREIF COORDINATION CENTER B.V.B.A. as Subordinated Lender

/s/ Michel Verholen
( signature ) Name: Michel Verholen Title: Director		( signature ) Name: Title:

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Exhibit 31.1

CERTIFICATION

I, David B. Fisher, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Greif, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 31.2

CERTIFICATION

I, Robert M. McNutt, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Greif, Inc.;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 32.1

Certification Required by Rule 13a — 14(b) of the Securities Exchange Act of 1934 and Section 1350

of Chapter 63 of Title 18 of the United States Code

In connection with the Quarterly Report of Greif, Inc. (the “Company”) on Form 10-Q for the quarterly period ended April 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David B. Fischer, the chief executive officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Greif, Inc. and will be retained by Greif, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

Certification Required by Rule 13a — 14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of

Title 18 of the United States Code

In connection with the Quarterly Report of Greif, Inc. (the “Company”) on Form 10-Q for the quarterly period ended April 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert M. McNutt, the chief financial officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.