Dated 27 October 2006 Amendment Agreement

Exhibit 10.4

Dated 27 October 2006

Amendment Agreement

relating to the Receivables Purchase Agreement dated 28 October 2005

between

ING BANK NV, MILAN BRANCH

as Purchaser and Transaction Administrator

and

GREIF ITALIA SpA

Seller and Servicer

and

GREIF BELGIUM BVBA

as Master Servicer

THIS AMENDMENT AGREEMENT (the “Agreement”) is made on 27 October 2006 .

Between:

The Purchaser, the Originator, the Transaction Administrator, the Servicer are hereinafter together referred to as the “Parties” or separately as a “Party”.

WHEREAS

THE PARTIES AGREE AS FOLLOWS:

Unless a contrary intention appears or the context requires otherwise, any word or expression defined in the Receivables Purchase Agreement will have the same meaning when it is used in this Agreement.

The amendments referred to in Clause 4 hereunder are subject to the Transaction Administrator having received following documents:

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In accordance with article 2.4 of the Receivables Purchase Agreement, the parties hereby agree that the Receivables Purchase Agreement is extended for an additional period of 364 days.

The following clauses and enclosures of the Receivables Purchase Agreement will, with effect from (and including) the date hereof, be amended, so that the rights and obligations of the parties to the Receivables Purchase Agreement relating to these clauses and enclosures shall form the date of this Agreement be governed by, and construed in accordance with, the following clauses and enclosures:

Clause 1: Definitions

The definition of Settlement Date is modified as follows :

Settlement Date means without prejudice to Clause 17, the 15^th and the last day of each calendar month, save that the first Settlement Date shall coincide with the first Purchase Date and the First French Purchase Date. Any Settlement Date falling on a date which is not a Business Day will be postponed to the immediately following Business Day. If this immediately following Business Day falls in the following calendar month, the Settlement date will be fixed on the immediately preceeding Business Day.

Schedule 1 : ELIGIBILITY CRITERIA, Part 1: ELIGIBILITY CRITERIA FOR PURCHASE

Clause 1.2 is modified as follows:

the Receivable is owed by an Obligor acting out of an establishment located in any of the following countries : Belgium, France, Germany, the Netherlands, Spain, England and Wales, Portugal and Switzerland;

Schedule 1: ELIGIBILITY CRITERIA, Part 2 : ELIGIBILITY CRITERIA FOR

CALCULATION OF GIPP

The list of Important Obligors defined in Clause 1.2(a) is modified as follows:

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Enclosure IV bis : Calculation Specificities and applied parameters for the calculation of the Purchase Price

The parameter “Dilution Reserve Floor” is modified as follows:

Dilution Reserve Floor means : 0% until the settlement date immediately following 30/04/2007 and 4% thereafter

The parameter “Default Reserve Floor” is modified as follows :

Dilution Reserve Floor means : 13%

The following clause “2. Calculation Specificities” is added :

Until the Settlement Date immediately following 30/04/2007, The Dilution Reserve Rate will be reduced with a percentage equal to EUR 4.500.000,00/E.R.F.

The Dilution Reserve Rate applicable to the Global Portfolio will be calculated as follows :

(EUR 4.500.000,00/E.R.F) * (Global Portfolio/Combined Portfolio)

Thereafter, the Dilution Reserve Rate will be aplicable.

The Dilution fee will be included in the Transaction Administrator Report under the heading “Concentration Fee”.

Schedule VI: Charges and other Costs

Clause 1 : Definitions

Dilution Fee Rate means the fee as specified in the Fee Letter and supported by the Seller,

deducted from the Total Collections and remitted to the Programme Administrator.

Costs means the sum of (i) the Funding Cost; (ii) the Administration Fee; (iii) the Commitment

Fee; (iv) the Concentration Fee, and (v) the Dilution Fee.

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Clause 2. METHOD OF CALCULATION APPLICABLE TO CHARGES AND COSTS, (a) is modified as follows :

Charges shall be:

The Total Commitment Fee is calculated at follows:

(Sum of the Maximum Programme Amount plus the Maximum Programme Amount of the Italian Programme)*Commitment Fee Rate * number of days in the current Charges Period/360 Days.

It is not in the intention of the Parties to this Agreement to operate a novation of the Receivables Purchase Agreement. This Agreement will not constitute in any manner a novation.

Except as amended by the terms of this Agreement, the Receivables Purchase Agreement will remain in full force and effect.

This Agreement will constitute a Transaction Document for the purposes of the Receivables Purchase Agreement,

The Seller, the Servicer and the Master Servicer represent and warrant that they:

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If at any time any provision hereof is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, the legality, validity and enforceability of such provision under the law of any other jurisdiction, or of the remaining provisions hereof, shall not be affected or impaired thereby, and the Parties shall negotiate in good faith such amendments to any such provision in order to secure the preservation for all parties of the economic effect equivalent to the intended economic effect of any such provision.

This Agreement shall be governed by and construed in accordance with Italian law.

The Parties agree that any dispute in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Milan.

Done in Milan, on 27 October 2006 in three originals. Each party acknowledges receipt of its own original.

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