EXHIBIT 10.19 AMENDMENT TO PROMISSORY NOTE This AMENDMENT, dated as of December 19, 2001, is entered into between Stephen M. Humphrey, Chief Executive Officer of Riverwood International Corporation ("Executive") and Riverwood International Corporation...Promissory Note • March 11th, 2002 • Riverwood Holding Inc • Paperboard mills
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 14th, 2001 • Riverwood Holding Inc • Paperboard mills • New York
Exhibit 4.5 EXECUTION COPY AMENDMENT No. 3, dated as of November 4, 1996 (this "Amendment"), to the Credit Agreement, dated as of March 20, 1996, as hereby or hereafter amended, supplemented or otherwise modified, the "Credit Agreement"), among...Credit Agreement • March 27th, 1997 • Riverwood Holding Inc • Paperboard mills • New York
Exhibit 10.10 AGREEMENT, dated as of November 11, 1996 (this "Agreement"), among Riverwood International Corporation, a Delaware corporation (the "Company"), RIC Holding, Inc., a Delaware corporation ("RIC Holding"), Riverwood Holding, Inc., a...Employment Agreement • March 27th, 1997 • Riverwood Holding Inc • Paperboard mills • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT is entered into as of this 26th day of March, 1997 by and among Riverwood International Corporation, a Delaware corporation ("Employer"), Riverwood Holding, Inc., a...Employment Agreement • May 9th, 1997 • Riverwood Holding Inc • Paperboard mills • New York
EXHIBIT 10.20 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is entered into as of this 1st day of May, 2001 by and among Riverwood International Corporation, a Delaware corporation ("Employer"), Riverwood Holding, Inc., a Delaware corporation...Employment Agreement • March 11th, 2002 • Riverwood Holding Inc • Paperboard mills • Delaware
1 EXHIBIT 10.16 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is entered into as of this 1st day of September, 1998 by and among Riverwood International Corporation, a Delaware corporation ("Employer"), Riverwood Holding, Inc., a Delaware corporation...Employment Agreement • March 17th, 2000 • Riverwood Holding Inc • Paperboard mills • Delaware
INDENTUREIndenture • August 14th, 2001 • Riverwood Holding Inc • Paperboard mills • New York
1 EXHIBIT 10.13 EMPLOYMENT AGREEMENT AGREEMENT, dated as of July 14, 1997 by and among Riverwood International Corporation, a Delaware corporation ("Employer"), Riverwood Holding, Inc., a Delaware corporation ("Holding") and Thomas M. Gannon...Employment Agreement • March 5th, 1999 • Riverwood Holding Inc • Paperboard mills • New York
WITNESSETH:Asset Purchase Agreement • October 21st, 1996 • Riverwood Holding Inc • Paperboard mills • New York
GRAPHIC PACKAGING INTERNATIONAL, INC. and GRAPHIC PACKAGING CORPORATION, and GPI HOLDING, INC. and the other Note Guarantors from time to time parties hereto, as Note Guarantors and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION as TrusteeIndenture • August 13th, 2003 • Graphic Packaging Corp • Paperboard mills • New York
INDENTURE, dated as of August 8, 2003 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among Graphic Packaging International, Inc., a corporation organized under the laws of the state of Delaware, as issuer, Graphic Packaging Corporation, a corporation organized under the laws of Delaware, and GPI Holding, Inc., a corporation organized under the laws of Colorado, as Note Guarantors; and Wells Fargo Bank Minnesota, National Association, a national banking association, as Trustee.
WITNESSETH:Credit Agreement • October 10th, 2000 • Riverwood Holding Inc • Paperboard mills • New York
EXHIBIT 10.2 MANAGEMENT STOCK OPTION AGREEMENT --------------------------------- MANAGEMENT STOCK OPTION AGREEMENT, dated as of March 31, 1997, between Riverwood Holding, Inc., a Delaware corporation (the "Company"), and Stephen Humphrey (the...Management Stock Option Agreement • May 9th, 1997 • Riverwood Holding Inc • Paperboard mills • Delaware
RIGHTS AGREEMENT Dated as of August 7, 2003Rights Agreement • August 13th, 2003 • Graphic Packaging Corp • Paperboard mills • Delaware
This Rights Agreement, dated as of August 7, 2003 (the “Agreement”), between Riverwood Holding, Inc., to be renamed Graphic Packaging Corporation, a Delaware corporation (the “Corporation”), and Wells Fargo Bank Minnesota, National Association, a national banking association (the “Rights Agent”),
EMPLOYMENT AGREEMENTEmployment Agreement • September 25th, 2006 • Graphic Packaging Corp • Paperboard mills • Delaware
This EMPLOYMENT AGREEMENT is entered into as of this 20th day of July, 2006 by and among Graphic Packaging International, Inc., a Delaware corporation (“Employer”), Graphic Packaging Corporation, a Delaware corporation (“GPC”) and Michael P. Doss (“Executive”).
Exhibit 4.2 RIVERWOOD INTERNATIONAL CORPORATION 10-5/8% SENIOR NOTES DUE 2007 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • August 14th, 2001 • Riverwood Holding Inc • Paperboard mills • New York
Exhibit 10.11 LOANOUT AGREEMENT This LOANOUT AGREEMENT, dated as of October 8, 1996 (the "Agreement"), among Riverwood International Corporation, a Delaware corporation (the "Company"), Riverwood Holding, Inc., a Delaware corporation ("Holding"), RIC...Loanout Agreement • March 27th, 1997 • Riverwood Holding Inc • Paperboard mills • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2006 • Graphic Packaging Corp • Paperboard mills • Delaware
This EMPLOYMENT AGREEMENT is entered into as of August 8, 2003 by and among Riverwood International Corporation, a Delaware corporation (“Employer”), Riverwood Holding, Inc., a Delaware corporation (“Holding”) and Robert M. Simko (“Executive”).
Graphic Packaging International, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors listed on the signature pages hereof Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • August 13th, 2003 • Graphic Packaging Corp • Paperboard mills • New York
Banc of America Securities LLC, As representatives of the several Purchasers named in Schedule I to the Purchase Agreement
Exhibit 4.3 AMENDMENT No. 6 dated as of June 6, 2001 (this "AMENDMENT"), to the Credit Agreement, dated as of March 20, 1996, as amended (the "CREDIT AGREEMENT"), among Riverwood International Corporation (as successor to RIC Holding, Inc.) (the...Credit Agreement • August 14th, 2001 • Riverwood Holding Inc • Paperboard mills • New York
AGREEMENTSupplemental Payment Agreement • March 17th, 2000 • Riverwood Holding Inc • Paperboard mills • Delaware
GUARANTEE AND COLLATERAL AGREEMENT made by GRAPHIC PACKAGING CORPORATION RIVERWOOD ACQUISITION SUB LLC GPI HOLDING, INC. GRAPHIC PACKAGING INTERNATIONAL, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK as Administrative Agent...Guarantee and Collateral Agreement • August 13th, 2003 • Graphic Packaging Corp • Paperboard mills • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 8, 2003, made by GRAPHIC PACKAGING CORPORATION, a Delaware corporation (“Holding”), RIVERWOOD ACQUISITION SUB LLC, a Delaware limited liability company and a wholly owned subsidiary of Holding (“Merger Sub”), GPI HOLDING, INC., a Colorado corporation (“GPI Holding”), GRAPHIC PACKAGING INTERNATIONAL, INC., a Delaware Corporation and a wholly owned subsidiary of GPI Holding (the “Borrower”), and certain other Subsidiaries of the Borrower that are signatories hereto, in favor of JPMORGAN CHASE BANK, as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement, dated as of August 8, 2003 (as amended, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing all or
THIRD AMENDED AND RESTATED GRAPHIC PACKAGING INTERNATIONAL CORPORATION EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 13th, 2003 • Riverwood Holding Inc • Paperboard mills • Colorado
THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") between Graphic Packaging International Corporation, a Colorado corporation (the "Company"), each of the Affiliated Companies (as defined in Section 2(b)(iv)) and the Executive listed on the signature page who has signed the Agreement and agreed to be bound by its terms (the "Executive"), dated as of March 25, 2003.
RIVERWOOD HOLDING, INC. (formerly named New River Holding, Inc.) RESTATED BY- LAWS As amended effective as of October 8, 1996 RIVERWOOD HOLDING, INC. RESTATED BY-LAWS TABLE OF CONTENTSRestated by-Laws • November 8th, 1996 • Riverwood Holding Inc • Paperboard mills
MANAGEMENT STOCK OPTION AGREEMENTManagement Stock Option Agreement • November 14th, 2003 • Graphic Packaging Corp • Paperboard mills • Delaware
This MANAGEMENT STOCK OPTION AGREEMENT, dated as of [ ] (the “Management Stock Option Agreement”), is between Graphic Packaging Corporation, a Delaware corporation (the “Company”), and the Grantee whose name appears on the signature page hereof (the “Grantee”) under the terms of the 2003 Riverwood Holding, Inc. Long-Term Incentive Plan (the “Plan”). Capitalized terms used in this Management Stock Option Agreement and not otherwise defined herein have the meaning given in the Plan. If any provision of this Management Stock Option Agreement is inconsistent with any provision of the Plan (as either may be interpreted from time to time by the Board), the Plan shall control.
MANAGEMENT STOCK OPTION AGREEMENTManagement Stock Option Agreement • April 15th, 2003 • Riverwood Holding Inc • Paperboard mills • Delaware
MANAGEMENT STOCK OPTION AGREEMENT, dated as of September 30, 2002, between Riverwood Holding, Inc., a Delaware corporation (the “Company”), and the Grantee whose name appears on the signature page hereof (the “Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 24th, 2006 • Graphic Packaging Corp • Paperboard mills • Delaware
This EMPLOYMENT AGREEMENT is entered into as of this 20th day of July, 2006, by and among Graphic Packaging International, Inc., a Delaware corporation (“Employer”), Graphic Packaging Corporation, a Delaware corporation (“GPC”) and Jeffrey H. Coors (“Executive”).
SALE AND PURCHASE AGREEMENT BETWEEN GRAPHIC PACKAGING INTERNATIONAL HOLDING SWEDEN AB AND LAGRUMMET DECEMBER NR 1031 AKTIEBOLAG (UNDER CHANGE OF NAME TO FISKEBY INTERNATIONAL HOLDING AB) REGARDING GRAPHIC PACKAGING INTERNATIONAL SWEDEN ABSale and Purchase Agreement • October 17th, 2007 • Graphic Packaging Corp • Paperboard mills
FORM AGREEMENT] INDEMNIFICATION AGREEMENTIndemnification Agreement • March 16th, 2004 • Graphic Packaging Corp • Paperboard mills • Delaware
This Indemnification Agreement ("Agreement") is made as of this 10th day of September, 2003, by and among Graphic Packaging Corporation, a Delaware corporation (formerly known as Riverwood Holding, Inc., and the successor by merger to Graphic Packaging International Corporation) (the "Company"); GPI Holding, Inc., a Colorado corporation (formerly known as Graphic Packaging Holdings, Inc., and the successor by merger to RIC Holding, Inc.) ("GPI Holding"); Graphic Packaging International, Inc., a Delaware corporation (formerly known as Riverwood International Corporation, and the successor by merger to the company formerly known as Graphic Packaging Corporation) ("GPI," and together with the Company and GPI Holding, the "Indemnitors"), and (the "Indemnitee").
RESTRICTED UNIT AGREEMENTRestricted Unit Agreement • November 14th, 2003 • Graphic Packaging Corp • Paperboard mills • Delaware
This RESTRICTED UNIT AGREEMENT, dated as of August 8, 2003 (the “Restricted Unit Agreement”), is between Graphic Packaging Corporation, a Delaware corporation (formerly Riverwood Holding, Inc.) (the “Company”), and the Grantee whose name appears on the signature page hereof (the “Grantee”) under the terms of the 2003 Riverwood Holding, Inc. Long-Term Incentive Plan (the “Plan”) and the Second Amended and Restated Employment Agreement dated as of March 24, 2003 among Riverwood International Corporation (renamed Graphic Packaging International, Inc.), Riverwood Holding, Inc. (renamed Graphic Packaging Corporation) and Grantee (the “Employment Agreement”). Capitalized terms used in this Restricted Unit Agreement and not otherwise defined herein have the meaning given in the Employment Agreement or in the Plan. If any provision of this Restricted Unit Agreement is inconsistent with any provision of the Plan (as either may be interpreted from time to time by the Board), the Plan shall contr
VOTING AGREEMENT BY AND AMONG BLUEGRASS CONTAINER HOLDINGS, LLC, THE SEVERAL STOCKHOLDERS OF GRAPHIC PACKAGING CORPORATION PARTY HERETO AND (SOLELY FOR PURPOSES OF SECTION 5.2 HEREOF) GRAPHIC PACKAGING CORPORATION DATED AS OF JULY 9, 2007Voting Agreement • July 11th, 2007 • Graphic Packaging Corp • Paperboard mills • Delaware
VOTING AGREEMENT, dated as of July 9, 2007 (this “Agreement”), by and among BLUEGRASS CONTAINER HOLDINGS, LLC, a Delaware limited liability company (“BCH”), the persons listed on the signature pages hereto as a Family Stockholder (each, together with its Permitted Transferees to which it Transfers any Common Stock hereunder, a “Family Stockholder” and, collectively, the “Family Stockholders”), Clayton, Dubilier & Rice Fund V Limited Partnership (together with its Permitted Transferees to which it Transfers any Common Stock hereunder, the “CDR Fund”), EXOR Group S.A. (together with its Permitted Transferees to which it Transfers any Common Stock hereunder, “Exor”) (each a “Stockholder” and, collectively, the “Stockholders”), and, solely for the purposes of Section 5.2 hereof, GRAPHIC PACKAGING CORPORATION, a Delaware corporation (“Giant”).
VOTING AGREEMENT DATED AS OF MARCH 25, 2003 BETWEEN RIVERWOOD HOLDING, INC. AND THE FAMILY STOCKHOLDERSVoting Agreement • March 27th, 2003 • Riverwood Holding Inc • Paperboard mills • Delaware
VOTING AGREEMENT, dated as of March 25, 2003, between RIVERWOOD HOLDING, INC., a Delaware corporation (“Riverwood”), and the persons listed on signature pages hereof (each, a “Family Stockholder” and, collectively, the “Family Stockholders”).
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • June 13th, 2003 • Riverwood Holding Inc • Paperboard mills
AMENDMENT NO. 1, dated as of April 29, 2003 (this "Amendment"), by and among Riverwood Holding, Inc., a Delaware corporation (the "Company"), the persons listed on Schedule I hereto (each, a "Family Stockholder" and, collectively, the "Family Stockholders"), Clayton, Dubilier & Rice Fund V Limited Partnership (the "CDR Fund") and EXOR Group S.A. ("Exor"), to the Stockholders Agreement, dated as of March 25, 2003 (the "Original Agreement"), by and among the Company, the Family Stockholders, the CDR Fund and Exor. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Original Agreement, and all references to Articles and Sections herein are references to Articles and Sections of the Original Agreement.
RESTRICTED UNIT AGREEMENTRestricted Unit Agreement • November 14th, 2003 • Graphic Packaging Corp • Paperboard mills • Delaware
This RESTRICTED UNIT AGREEMENT, dated as of August 8, 2003 (the “Award”), is between Riverwood Holding, Inc., a Delaware corporation (the “Company”), and the Grantee whose name appears on the signature page hereof (the “Grantee”) under the terms of the Graphic Packaging International Corporation Executive Employment Agreement (the “Employment Agreement”) and the 2003 Riverwood Holding, Inc. Long-Term Incentive Plan (the “Plan”). Capitalized terms used in this Award and not otherwise defined herein have the meaning given in the Employment Agreement. If any provision of this Award (other than Sections 2 and 5) is inconsistent with any provision of the Plan (as either may be interpreted from time to time by the Board), the Plan shall control.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2003 • Riverwood Holding Inc • Paperboard mills • New York
This AMENDMENT, dated as of March 18, 2003, is entered into by and between Riverwood Holding, Inc., a Delaware Corporation (“Holding”), Riverwood International Corporation, a Delaware corporation (“Employer”) and Steven D. Saucier (“Executive”).
