LIMITED CONSENT AND WAIVER
TO CREDIT AGREEMENT
THIS LIMITED CONSENT AND WAIVER TO CREDIT AGREEMENT, dated as of January 24, 2019 (this Consent), is by and among GREIF, INC., a Delaware corporation (the Company), the Lenders party hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the Administrative Agent). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
W I T N E S S E T H
WHEREAS, the Company, certain Subsidiaries of the Company from time to time party thereto, certain banks and financial institutions from time to time party thereto (the Lenders) and the Administrative Agent are parties to that certain Credit Agreement, dated as of November 3, 2016 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the Credit Agreement);
WHEREAS, on December 20, 2018, Greif Packaging LLC, a Delaware limited liability company and Greif USA II LLC, a Delaware limited liability company entered into an Agreement and Plan of Merger (the Merger Agreement) with Paperboard Parent, Inc., a Delaware corporation and the parent of Caraustar (as defined below), and a representative of the sellers, pursuant to which the Company will acquire (the Caraustar Acquisition) Caraustar Industries, Inc. and its respective subsidiaries (collectively, Caraustar) for a purchase price of $1.8 billion in cash, subject to adjustments as set forth in the Merger Agreement;
WHEREAS, the Company has informed the Administrative Agent and the Lenders that it intends to (a) issue and sell up to an aggregate principal amount of senior unsecured notes (the Notes) in a public offering or in a Rule 144A or other private placement yielding up to $700.0 million in gross cash proceeds, which Notes will be guaranteed by certain U.S. Subsidiaries of the Company (the Notes Offering) and (b) use the net proceeds from the Notes Offering, together with cash on hand and borrowings under the Credit Agreement, to finance the Caraustar Acquisition, repay or otherwise refinance certain existing Indebtedness of the Company and its Subsidiaries and pay related fees and expenses (the Credit Agreement, as the same may be amended or amended and restated in connection with the foregoing, including to, among other things, permit the Caraustar Acquisition and the Notes, the Credit Agreement Amendment);
WHEREAS, the Company intends to issue the Notes on or prior to the closing of the Caraustar Acquisition (and prior to any Credit Agreement Amendment) and, as such, should the Notes Offering occur prior to the closing of the Caraustar Acquisition (and prior to any Credit Agreement Amendment), then substantially concurrently with such closing of the Notes Offering, (a) the initial purchasers of the Notes will deposit the net proceeds of the Notes Offering into an escrow account (the Escrow Account), (b) the Company will deposit (or cause to be deposited) into the Escrow Account an additional amount in cash, which together with such net proceeds, would be sufficient to pay the full redemption amount, including accrued and unpaid interest, if any, to the extent the Caraustar Acquisition does not occur and the Notes must be redeemed (the deposit of such additional amount, the Interest Deposit) and (c) the Company will