GREIF INC.

GREIF, INC.

Date: December 1, 2006

/s/ Donald S. Huml

Donald S. Huml, Executive Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2006 (November 30, 2006)

GREIF, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-00566	31-4388903
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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 or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

On November 30, 2006, certain international subsidiaries of Greif, Inc. (the “ Company ”) acquired from Blagden Packaging Nederland B.V., Blagden Packaging Rumbeke NV, Blagden Packaging Wichelen NV, Blagden Packaging Zwolle B.V. and Vanloon Consulting Services B.V. (collectively, the “ Blagden Packaging Group ”) all of the outstanding shares of certain affiliated companies and the assets of another affiliated company, which shares and assets together constitute the Blagden Packaging Group’s steel drum and other new packaging manufacturing and closures business in Europe and Asia (the “ Blagden Packaging Business ”).

The purchase price for the Blagden Packaging Business was €205 million, which purchase price is subject to a post-closing adjustment, either upward or downward, based upon the working capital and net financial debt of the Blagden Packaging Business as of the closing date. The purchase price was the result of arms-length negotiations between the parties.

Other than in respect of the transaction, there is no relationship between the Blagden Packaging Group and the Company or any of the Company’s affiliates, directors or officers or any associate of the Company’s directors or officers.

The payment of the purchase price was funded by a combination of cash on hand, borrowings under the Company’s existing US $450 million revolving multicurrency credit facility, and proceeds from the sale of certain European trade receivables under the Company’s European accounts receivable factoring arrangement.

Net sales of the Blagden Packaging Business were approximately US $265 million on an annualized basis. The Blagden Packaging Business has approximately 820 employees in the Netherlands, Belgium, France, the United Kingdom, Spain, Singapore, Malaysia and China.

The purchase of the Blagden Packaging Business was made pursuant to the terms of a Share and Assets Sale Agreement dated October 25, 2006, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c)

Exhibits.


Exhibit No.		Description

10.1		Share and Assets Sale Agreement dated October 25, 2006, between Blagden Packaging Nederland B.V., Blagden Packaging Rumbeke NV, Blagden Packaging Michelin NV, Blagden Packaging Swollen B.V. and Vanloon Consulting Services B.V., as Vendors, and Greif Belgium BVBA, Greif Bros. Canada Inc., Greif France Holdings S.A.S., Greif International Holding B.V., Greif Nederland B.V. and Paauw Holdings, B.V., as Purchasers, relating to the acquisition of shares and assets constituting the new steel drum and other packaging business of the Blagden Group.

Schedules to the Share and Assets Sale Agreement have not been filed because the Company believes that such schedules do not contain information material to an investment decision which is not otherwise disclosed in the Share and Assets Sale Agreement. A list of schedules briefly identifying the contents of the omitted schedules is included in the Share and Assets Sale Agreement. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request.

SIGNATURES

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

EXHIBIT INDEX


Exhibit No.		Description
10.1		Share and Assets Sale Agreement dated October 25, 2006, between Blagden Packaging Nederland B.V., Blagden Packaging Rumbeke NV, Blagden Packaging Michelin NV, Blagden Packaging Swollen B.V. and Vanloon Consulting Services B.V., as Vendors, and Greif Belgium BVBA, Greif Bros. Canada Inc., Greif France Holdings S.A.S., Greif International Holding B.V., Greif Nederland B.V. and Paauw Holdings, B.V., as Purchasers, relating to the acquisition of shares and assets constituting the new steel drum and other packaging business of the Blagden Group.

Exhibit 10.1

EXECUTION COPY

SHARE AND ASSETS SALE AGREEMENT

RELATING TO THE ACQUISITION OF SHARES AND ASSETS

CONSTITUTING THE NEW STEEL DRUM AND OTHER

PACKAGING BUSINESS OF THE BLAGDEN GROUP

25 OCTOBER 2006

BLAGDEN PACKAGING NEDERLAND B.V.

BLAGDEN PACKAGING RUMBEKE NV

BLAGDEN PACKAGING MICHELEN NV

BLAGDEN PACKAGING SWOLLE B.V.

VAN LOON CONSULTING SERVICES B.V.

as Vendors

and

GREIF BELGIUM BVBA

GREIF BROS. CANADA INC.

GREIF FRANCE HOLDINGS S.A.S.

GREIF INTERNATIONAL HOLDING B.V.

GREIF NEDERLAND B.V.

PAAUW HOLDINGS B.V.

as Purchasers

CONTENTS


Clause		Page
1.	Definitions, interpretation and third party rights	1
2.	Conditions and Effectiveness	9
3.	Sale and purchase	10
4.	Consideration	10
5.	Bank guarantee	11
6.	Period between signing and Completion	12
7.	Completion	14
8.	Completion Balance Sheet	17
9.	Vendors’ Warranties	19
10.	Vendors’ covenants and undertakings	20
11.	Purchasers’ Warranties, covenants and undertakings	20
12.	Protective covenants	21
13.	Confidentiality and announcements	24
14.	Other covenants	24
15.	Further assurances / general co-operation	25
16.	Assignment	26
17.	General	26
18.	Notices	28
19.	Governing law and jurisdiction	29

Schedule
1.	The Vendors	32
2.	The Purchasers	33
3.	Purchasers’ Warranties	34
4.	Vendors’ Warranties	35
5.	BoS Security	36
6.	Shares, Target Companies, Target Subsidiaries and Target Joint Ventures	37
7.	Working Capital	39
8.	Agreed principles for the Completion Balance Sheet / Working Capital	40
9.	Escrow Agreement	41
10.	Completion Timetable	42
11.	Target Net Financial Debt	43
12.	Works Council Memorandum	44
13.	Consideration	45
14.	Bank Guarantee	46
15.	Preferred Partnership Agreement	47
16.	Accounts	48
17.	Interim Accounts	49
18.	Target Inventories	50
19.	Key Employees of the New Business	51
20.	Key Employees of the Recon Business	52
21.	Designated Directors	53
22.	UK New Drum Division	54
23.	Vendor Due Diligence Reports	55
24.	Transitional Services Agreement regarding services to be provided by Vendors	56
25.	Transitional Services Agreement regarding services to be provided by Purchasers	57
26.	Equipment Lease	58
27.	List of tin plate customers located in France	59
28.	Term scheet for Tin Plate Finance Arrangements	60
29.	Employees to transfer to Recon Business	61

THIS AGREEMENT is made on 25 October 2006,

BETWEEN :

(1)	BLAGDEN COMPANIES , the names and addresses of which are set out in Schedule 1 ;

(2)	VANLOON CONSULTING SERVICES B.V. , a company incorporated under the laws of the Netherlands whose business office is at Baronielaan 139, 4818 PD Breda, the Netherlands; and

(3)	GREIF COMPANIES , the names and addresses of which are set out in Schedule 2 (together hereinafter the Purchasers ).

Parties (1) and (2) are together hereinafter referred to as the Vendors .

RECITALS

(A)

Blagden Group NV is a private company limited by shares incorporated in accordance with the laws of Belgium and registered at the crossroad bank for enterprises with number 0861.912.997. Blagden Group NV is active on the Eurasian market in the production, reconditioning and distribution of steel drums and other industrial packaging products.

(B)	The Vendors will retain the business of reconditioning and recycling packaging products, including the sale of such reconditioned and recycled packaging products, in Europe and Asia and the Dutch Tin Plate Business. The Purchasers will acquire the new steel drum and other packaging business.

(C)	Between the date of this Agreement and the Completion Date, a corporate and tax restructuring will occur of Blagden Group with a view to enable the acquisition by the Purchasers of the New Business as defined hereafter.

(D)	The Vendors have agreed to sell and the Purchasers have agreed to buy the Shares as defined hereafter and the Halsteren Assets as defined hereafter, together comprising the New Business, on the terms and subject to the conditions of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1.	DEFINITIONS, INTERPRETATION AND THIRD PARTY RIGHTS

1.1	The Schedules form part of this Agreement and have the same force and effect as if set out in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.2	In this Agreement, the following words and expressions have the following meanings:

Accounts means the collection of the balance sheets and profit and loss accounts of the Target Companies (except for BP Singapore) and Target Subsidiaries (except for BP Croatia, BF Consulting, Rex Qingdao and Rex Malaysia) for the financial year which ended on the Accounts Date, as consistently reported in the monthly management reports and forming part of the audited consolidated accounts of Blagden Group NV for the financial year which ended on the Accounts Date, all as attached to this Agreement as Schedule 16 ;

Accounts Date means 31 December 2005;

Agreed Form means the form agreed between and signed by or on behalf of the Vendors and the Purchasers;

Asian Report of Legal Review means the redacted versions of the reports of legal review (i) relating to BP Singapore prepared by Allen & Gledhill – Singapore and dated 20 July 2006; (ii) relating to Rex Malaysia prepared by Shearn Delamore & Co - Kuala Lumpur and dated 6 June 2006 and (iii) relating to Rex Qingdao prepared by DeHeng Law Offices – Beijing and dated 3 July 2006;

Bank Guarantee has the meaning set out in Clause 5 of this Agreement;

Belgian GAAP means generally accepted accounting principles in Belgium;

BF Consulting means Bruges Finance Consulting bvba, a company established in Belgium;

Bidons means Bidons Egara S.L., a company established in Spain;

Bipol means Bipol Co. Ltd., a company established in Russia, including the Russian Branch;

Bipol Sib means Bipol Sib Co. Ltd., a company established in Russia;

Blagden France Holdings means Blagden France Holdings S.A.S., a company established in France;

Blagden Group means Blagden Group NV and all its Group Companies as at the date of this Agreement;

Blagden Mediterranée means Blagden Mediterranée EURL, a company established in France;

Blagden Staniford means Blagden Staniford Packaging Ltd., a company established in the United Kingdom;

BP Aquitaine means Blagden Packaging Aquitaine S.A.S., a company established in France;

BP Croatia means Blagden Packaging Adria d.o.o., a company established in Croatia;

BP Deutschland means Blagden Packaging Deutschland GmbH, a company established in Germany;

BP Femba means Blagden Packaging Femba SA, a company established in Spain;

BP Femba Ibérica means Blagden Packaging Femba Ibérica SL, a company established in Spain;

BP France means Blagden Packaging France S.A.S., a company established in France;

BP France Holdings means Blagden Packaging France Holdings S.A.S., a company established in France;

BP Lille means Blagden Packaging Lille S.A.S., a company established in France;

BP Nederland means Blagden Packaging Nederland B.V., a company established in the Netherlands;

BP NV means Blagden Packaging NV, a company established in Belgium, including the UK Branch;

BP Rumbeke means Blagden Packaging Rumbeke NV, a company established in Belgium;

BP Singapore means Blagden Packaging Singapore Pte. Ltd, a company established in Singapore;

BP Tournai means Blagden Packaging Tournai NV, a company established in Belgium;

BP Vienna means Blagden Packaging Vienna AG, a company established in Austria;

BP Wichelen means Blagden Packaging Wichelen NV, a company established in Belgium;

BP Zwolle means Blagden Packaging Zwolle B.V., a company established in the Netherlands;

Borrowings means the principal amount of any monies owed by the relevant person to a bank or other financial institution or other person under (i) a facility arrangement or (ii) overdraft arrangement or (iii) otherwise and the principal amount owed in respect of any loan capital or other debenture or reimbursement obligation or deferred purchase price of any kind of the relevant person or other financing arrangements, such as financial leases and off balance sheet instruments, but excluding the Syndicated Debt and amounts due under operating leases or hire purchase agreements;

BoS Debt means the outstanding principal of, accrued and unpaid interest on, any prepayment penalties or premiums, swap, hedging, break, redemption or other costs and charges on, and any other amounts payable with respect to, the facility made available to the Company and certain of its Group Companies pursuant to the terms of a third amendment and restatement agreement relating to a facilities agreement originally dated 18 December 2003 entered into on 2 March 2006 between the Company, certain Group Companies of the Company, the Governor and Company of the Bank of Scotland and others;

BoS Security means existing security granted by members of the Company and certain of the Target Companies, Target Subsidiaries or Target Joint Ventures, in respect of the BoS Debt, brief details of which are set out in Schedule 5 ;

Business Day means any day other than a Saturday, Sunday or any other day which is a national holiday in Belgium;

Cash means all cash liquidity and investment balances of the relevant person, including cash on hand, positive balances on bank and giro accounts, bank deposits, saving accounts and other financial investments, as well as outstanding payments made by negotiable payment instruments, as consistently reported within “Cash” in the monthly management reports of the relevant person;

Company means Blagden Group NV;

Completion means completion of the sale and purchase of the Shares in accordance with this Agreement and the Halsteren Assets in accordance with this Agreement and the Dutch Asset Agreement;

Completion Balance Sheet has the meaning set out in Clause 8.1;

Completion Date means not later than the third Business Day following the date on which the conditions specified in Clause 2.1 are (or the last of them is) satisfied;

Confidential Information means all information not in the public domain, which the Purchasers shall have received or obtained at any time by reason of or in connection with the transaction contemplated by this Agreement, and the documents referred to in it;

Consideration means the sum referred to in Clause 4.1;

Creditors means the trade creditors, non-financial inter-company creditors, dividends payable, other taxes, other short-term non-financial creditors (<1 year) and accruals as consistently reported within the “Creditors” in the monthly management reports of the relevant person;

Debtors means the net trade debtors, non-financial inter-company debtors, other short-term non-financial debtors (<1 year) and the prepayments as consistently reported within the “Debtors” in the monthly management reports of the relevant person;

Dutch Asset Agreement means the sale of assets agreement relating to the Halsteren Drum Division between BP Nederland and Greif Nederland;

Dutch Tin Plate Business means the production in the Netherlands and sale of cans and pails made of tin or steel with a diameter of 30.5 centimetre or less or a thickness of below 0.50 millimetre or a content of less than 30 litres;

Envases means Envases y Bidones Canarios, S.L., a company established in Spain;

Environmental Reports means the environmental due diligence reports prepared by Arcadis and dated 12 or 13 July 2006;

Equipment Lease means the lease agreement for certain equipment in Halsteren attached to this Agreement as Schedule 26 ;

Escrow Agent means the notary identified as such in the Escrow Agreement;

Escrow Agreement means the agreement attached to this Agreement as Schedule 9 ;

Escrow Amount means €4,000,000;

European Report of Legal Review means the redacted version (draft 3) of the report of legal review relating to the European operations of the Blagden Group co-ordinated by Macfarlanes and dated 21 July 2006;

Existing Security means the BoS Security or the Replacement Security, as the case may be;

Financial Report means the redacted version of the vendor due diligence report relating to the Blagden Group prepared by KPMG LLP and dated 17 July 2006;

Gent Division means the Belgian operations of BP NV;

Greif Belgium means Greif Belgium bvba;

Greif Canada means Greif Bros. Canada Inc.;

Greif France means Greif France Holdings S.A.S.;

Greif International means Greif International Holding B.V.;

Greif Nederland means Greif Nederland B.V.;

Group Company means in relation to any company, any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company;

Halsteren Assets means the assets relating to the Halsteren Drum Division as further specified in the Dutch Asset Agreement;

Halsteren Drum Division means the new drum operations of BP Nederland;

Insurance Report means the insurance due diligence report prepared by Allia and dated 16 June 2006;

Independent Accountants means [•] , registered accountants;

Interim Accounts means the collection of (i) the balance sheets and profit and loss accounts of the New Business (excluding BP Croatia, BF Consulting, BP Singapore, Rex Qingdao, Rex Malaysia, Halsteren Drum Division and UK New Drum Division) for the six month period which ended on 30 June 2006, as consistently reported in the monthly management reports and (ii) the balance sheets and profit and loss accounts of BP Singapore, Rex Qingdao and Rex Malaysia for the three month period which ended on 30 June 2006, as consistently reported in the monthly management reports and (iii) for Halsteren Drum Division and UK New Drum Division, the ad hoc prepared balance sheets and profit and loss accounts for the six month period which ended on 30 June 2006, as agreed between the Vendors and the Purchasers, all as attached to this Agreement as Schedule 17 ;

Key Employees of the New Business means the key employees listed in Schedule 19 ;

Key Employees of the Recon Business means the key employees listed in Schedule 20 ;

Leakage means any of the following to the extent that they occur between the date of this Agreement and Completion (both dates inclusive):

(a)

any dividend or distribution declared, paid or made by any of the Target Companies, Target Subsidiaries or Target Joint Ventures other than to another Target Company, Target Subsidiary or Target Joint Venture; or

(b)

any redemption or purchase of shares or return of capital by any of the Target Companies, Target Subsidiaries or Target Joint Ventures other than to another Target Company, Target Subsidiary or Target Joint Venture; or

(c)

any payments made or agreed to be made to (or assets transferred to or liabilities assumed, indemnified or incurred for the benefit of) any of the Vendors or the Original Owners by any of the Target Companies, Target Subsidiaries or Target Joint Ventures other than in the ordinary course of business; or

(d)

issued or sold any capital stock or other equity interests or options, warrants, calls, subscriptions or other rights to purchase any capital stock or other equity interests of any of the Target Companies, Target Subsidiaries or Target Joint Ventures or split, combined or subdivided the capital stock or other equity interests of any of the Target Companies, Target Subsidiaries or Target Joint Ventures;

Lender means Landsbanki Islands HF and ING België NV under a credit facility agreement with VanLoon as borrower dated 18 October 2006 as amended 19 October 2006;

Net Financial Debt means Syndicated Debt, Borrowings and Net Intercompany Debt minus Cash, as calculated within the “Net Financial Debt” in the monthly management reports of the Target Companies and Target Subsidiaries;

Net Intercompany Debt means the principal amount of, accrued and unpaid interest on, monies payable by the Target Companies or Target Subsidiaries to the Blagden Group, excluding non-financial inter-company creditors and non-financial inter-company debtors, minus principal amount of, accrued and unpaid interests on, monies receivable by the Target Companies or Target Subsidiaries from the Blagden Group;

Net Inventories means the raw materials, work-in-progress, finished goods less provisions as consistently reported within the “Net Inventories” in the monthly management reports of the Target Companies and Target Subsidiaries;

New Business means the production and sale of, and trading activities relating to, steel drums (including collapsible steel drums), pails and cans (manufactured outside of the Netherlands), flexible IBCs, drum closures, pallets and other industrial packaging products and related services, not being the Dutch Tin Plate Business and the reconditioning and recycling of existing packaging products, operated by the Blagden Group at the date of this Agreement;

Original Owners Alchemy Partners (Guernsey) Limited, Stichting Administratiekantoor Blagden Management and Steve Bodger, owning the shares of Blagden Group NV immediately prior to Completion;

Parties means the parties to this Agreement;

Purchasers means Greif Belgium, Greif Canada, Greif France, Greif International, Greif Nederland and Paauw Holdings B.V.;

Purchasers’ Solicitors means Allen & Overy LLP, a limited liability partnership of Apollolaan 15, 1077 AB Amsterdam, the Netherlands;

Purchasers’ Warranties means the representations and warranties set out in Schedule 3 ;

Recon Business means the reconditioning and recycling of existing packaging products carried out by the Blagden Group as at the Completion Date;

Replacement Debt means any Borrowings replacing the Syndicated Debt;

Replacement Security means any security replacing the BoS Security;

Restructuring means the Restructuring of the Recon Division and the Restructuring of Halsteren;

Restructuring of the Recon Division means the corporate and tax restructuring by way of share sale and purchase transactions of Blagden Mediterranée, BP Aquitaine, BP Lille, Servidrum, BP Vienna, BP Deutschland and Bidons including the transfer of the UK Recon Division to the purchaser of the UK Recon Division;

Restructuring of Halsteren means the restructuring with a view to enable the sale of the Halsteren Assets to Greif Nederland;

Rex Malaysia means Blagden Packaging Malaysia Bhd, a company established in Malaysia;

Rex Qingdao means Qingdao Rex Packaging Co. Ltd, a company established in the PRC;

Russian Branch means the Chuvashsky branch of Bipol Co. Ltd., a branch established in Russia;

Servidrum means Servidrum Andalucía S.L., a company established in Spain;

Shares means the shares set out in Schedule 6 ;

Syndicated Debt means the BoS Debt or the Replacement Debt, as the case may be;

Target Business means the business of the Target Companies, Target Subsidiaries and Target Joint Ventures including the Halsteren Drum Division;

Target Companies means (i) Blagden France Holdings and (ii) BP NV and (iii) BP Tournai and (iv) BP Femba Ibérica and (v) BP Singapore;

Target Joint Ventures means (i) Bipol and (ii) Bipol SIB and (iii) Envases;

Target Net Financial Debt means the amount as calculated and further specified in Schedule 11 ;

Target Participation means International Packaging Network cvba;

Target Subsidiaries means (i) BP France Holdings and (ii) BP France and (iii) Rex Qingdao and (iv) BP Femba and (v) Rex Malaysia and (v) BP Croatia and (vi) BF Consulting;

Target Working Capital means the amount of € 28,399,000, as calculated and further specified in Schedule 7 , being the aggregate of:

(a)

the average Working Capital as between the Accounts and Interim Accounts of each of the following companies: Gent Division, BP Tournai, BP France and BP Femba,; and

(b)

the Working Capital of Blagden France Holdings, BP France Holdings, BP Femba Ibérica, Rex Qingdao, Rex Malaysia, BP Singapore, Halsteren Drum Division and UK New Drum Division as set out in the Interim Accounts;

third party means any person other than the Parties;

Tin Plate Finance Arrangements means the finance arrangements for the Tin Plate Financing Amount in accordance with the principles as set out in Schedule 28 ;

Tin Plate Financing Amount means €23 million;

UK Branch means the UK branch of Blagden Packaging NV, a branch established in the United Kingdom;

UK Asset Agreement means the sale of assets agreement relating to the UK Recon Division between BP NV and Hallco 1379 Limited;

UK New Drum Division means the operations of the UK Branch at Westinghouse Road, Manchester as further specified in Schedule 22 ;

UK Recon Division means the operations of the UK Branch at Westinghouse Road, Manchester as further specified in the UK Asset Agreement;

VanLoon means VanLoon Consulting Services B.V., a company established in the Netherlands;

Vendor Due Diligence Reports means the European Report of Legal Review, the Asian Reports of Legal Review, the Financial Report, the Insurance Report and the Environmental Reports, all of which are saved on the CD-Rom attached to this Agreement as Schedule 23 ;

Vendors means BP Zwolle, BP Rumbeke, BP Wichelen, BP Nederland and VanLoon;

Vendors’ Solicitors’ Account shall mean the account with ING België NV in the name of Advocatenkantoor De Langhe, number 630-4009401-62 mention “Timpani”, IBAN BE51630400940162, SWIFT BBRUBEBB;

Vendors’ Solicitors means Mr. Frank de Langhe of bvba Advocatenkantoor De Langhe, Henri Lebbestraat 109, 8709 Waregem, Belgium;

Vendors’ Warranties means the representations and warranties set out in Schedule 4 ;

Working Capital of a relevant person means:

“A + B – C”

Where:

“ A ” is the value of the Net Inventories as extracted from the monthly management reports of that relevant person;

“ B ” is the value of the Debtors as extracted from the monthly management reports of that relevant person; and

“ C ” is the value of the Creditors as extracted from the monthly management reports of that relevant person,

all as calculated and further specified in Schedule 7 ;

Working Capital As Per Completion Balance Sheet means (i) the aggregate of the Working Capital of Gent Division, BP Tournai, BP France, BP Femba, Blagden France Holdings, BP France Holdings, BP Femba Ibérica, Rex Qingdao, Rex Malaysia, BP Singapore and the UK New Drum Division and (ii) the Net Inventories of the Halsteren Drum Division and the Debtors and Creditors of the UK Recon Division at the Completion Date; and

Works Council Procedure means the information and consultation procedures towards the works councils for (i) the Vendors in Belgium, France, the Netherlands and Spain and (ii) for the Purchasers in Belgium, France, the Netherlands, Spain, the UK, Singapore and Malaysia as well as the European works council of Purchasers.

1.3	In this Agreement (unless the context requires otherwise):

(a)

a company is a subsidiary of another company, its holding company, if that other company holds a majority of the shares or voting rights in it;

(b)

any reference to a statute, statutory provision or subordinate legislation (legislation) shall (except where the context requires otherwise) be construed as referring to:

(i)

such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and

(ii)

any former legislation which it re-enacts, consolidates or enacts in rewritten form,

provided that in the case of those matters which fall within sub-Clause 1.3(b)(i), as between the Parties, no such amendment or modification shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party;

(c)

any gender includes a reference to the other genders;

(d)

any reference to a person includes a natural person, partnership, company, body corporate, association, organisation, government, state, foundation and trust (in each case whether or not having separate legal personality);

(e)

any reference to the Introduction, a Clause or Schedule is to the Introduction, a Clause or Schedule (as the case may be) of or to this Agreement;

(f)

any reference to any other document is a reference to that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of this Agreement) at any time;

(g)

any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not