AMENDMENT NO. 1

TO

CREDIT AGREEMENT

This AMENDMENT NO. 1 to CREDIT AGREEMENT, dated as of February 11, 2004 (this Amendment), is entered into among GREIF, INC., a Delaware corporation (formerly known as Greif Bros. Corporation) (the U.S. Borrower), each other Loan Party (as defined in the Credit Agreement referred to below) and CITICORP NORTH AMERICA, INC. (CNAI), a Delaware corporation, in its capacity as administrative agent for the Lenders and as agent for the Secured Parties (in such capacity, the Administrative Agent), and amends that certain Amended and Restated Senior Secured Credit Agreement, the Credit Agreement) dated as of August 23, 2002 entered into among the U.S. Borrower, Greif Spain Holdings, S.L., Greif Bros. Canada, Inc., Van Leer (UK) Ltd., Koninklijke Emballage Industrie Van Leer B.V. and Van Leer Australia Pty. Ltd., as foreign borrowers (the Foreign Borrowers and collectively with the U.S. Borrower, the Borrowers), Citigroup Global Markets Inc. (formerly known as Salomon Smith Barney Inc.) (CGMI), and Deutsche Bank Securities Inc. (Deutsche Bank) as joint arrangers (together, the Arrangers), Deutsche Bank Trust Company Americas and Keybank National Association as co-syndication agents, the Administrative Agent and Sun Trust Bank as Documentation Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the U.S. Borrower desires to amend the Term Loans as set forth herein and to amend certain other provisions of the Credit Agreement as described herein;

WHEREAS, the U.S. Borrower has requested that the Lenders amend the Credit Agreement to effect the changes referred to above; and

WHEREAS, the Lenders that have executed a Lender Consent in the form of Exhibit A to this Amendment, have agreed, subject to the terms and conditions hereinafter set forth, to amend the Credit Agreement in certain respects as set forth below;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

Section 1. Amendments to the Credit Agreement

The Credit Agreement is, effective as of the Amendment No. 1 Effective Date and subject to the satisfaction (or waiver) of the conditions set forth in Section 2, and/or Section 3 hereof, hereby amended as follows:

(a) Amendments to Article I (Definitions, Interpretation and Accounting Terms)

(i) The following definitions are hereby inserted in Section 1.1 of the Credit Agreement in the appropriate place to preserve the alphabetical order of the definitions

in such section (and, if applicable, the following definitions shall replace, in their entirety, existing definitions for the corresponding terms in such section):

(1) Amendment No. 1 means Amendment No. 1, dated as of February 11, 2004, to this Agreement, among the U.S. Borrower, the other Loan Parties, the Administrative Agent and the Lenders party thereto.

(2) Amendment No. 1 Effective Date has the meaning set forth in Section 2 of Amendment No. 1.

(3) Applicable Margin means as follows:

(a) with respect to Term Loans, (i) during the period commencing on the Amendment No. 1 Effective Date and ending 1 Business Day after receipt by the Administrative Agent of the Financial Statements required to be delivered pursuant to Section 7.1(a) or (b), as applicable, for the first Fiscal Quarter ending after the Amendment No 1. Effective Date, with respect to Term Loans maintained as ABR Loans, a rate equal to 0.75% per annum and, with respect to Term Loans maintained as Eurocurrency Rate Loans, a rate equal to 1.75% per annum and (ii) thereafter, as of any date of determination, a per annum rate equal to the rate set forth below opposite the applicable type of Loan and the then applicable Total Leverage Ratio (determined on the last day of the most recent Fiscal Quarter for which Financial Statements have been delivered pursuant to Section 7.1 (a) or (b)) set forth below:

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