FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT OF GRAPHIC PACKAGING HOLDING COMPANY

Exhibit 4.2

FIRST AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT
OF
GRAPHIC PACKAGING HOLDING COMPANY

     This First Amendment dated as of July 1, 2010 (this “Amendment”) to the Registration Rights Agreement (the “Registration Rights Agreement”) dated as of July 9, 2007, by and among Graphic Packaging Holding Company (f/k/a New Giant Corporation), a Delaware corporation (the “Company”), the persons listed on the signature pages thereto as a Family Stockholder, the persons listed on Schedule I thereto as the Astros Stockholders, Xxxxxxx, Dubilier & Rice Fund V Limited Partnership, Old Town S.A., TPG Bluegrass IV, L.P., TPG Bluegrass IV, Inc., TPG Bluegrass IV — AIV 2, L.P., TPG Bluegrass V, L.P., TPG Bluegrass V, Inc., TPG Bluegrass V — AIV 2, L.P., BCH Management, LLC, TPG FOF V — A, L.P. and TPG FOF V — B, L.P. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Registration Rights Agreement.

     WHEREAS, the Company, the Family Representative, Old Town S.A.,, the CDR Fund and the TPG Entities desire to amend the Registration Rights Agreement; and

     WHEREAS, Section 3.2 of the Registration Rights Agreement states that the Registration Rights Agreement may be amended with the prior written consent of the Company, the Family Representative, Old Town S.A., the CFR Fund and the TPG Entities.

     NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each signatory hereby agrees as follows:

     1. Amendment to Registration Rights Agreement. Effective on the date of this Amendment, the following Persons are hereby removed from the definition of “Family Stockholders” and are thus no longer parties to the Registration Rights Agreement:

	(a)		Xxxxx X. Xxxxx Irrevocable Trust FBO Xxxxxxx X. Xxxxx Dated July 27, 1976;
	(b)		Xxxxx X. Xxxxx Irrevocable Trust FBO Xxxxx X. Xxxxxx Dated July 27, 1976; and
	(c)		Xxxxx X. Xxxxx Irrevocable Trust FBO Xxxxxx X. Xxxxxx Dated July 27, 1976

     2. No Other Amendment. Except as expressly provided in this Amendment, the Registration Rights Agreement is, and shall continue to be, in full force and effect in accordance with its terms, without amendment thereto, and is, in all respects, ratified and confirmed.

     3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles and rules of conflict of laws to the extent such principles or rules would require the application of the law of another jurisdiction.

     4. Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement.

     5. Severability. Any term or provision of this Amendment which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Amendment or affecting the validity or enforceability of any of the terms or provisions of this Amendment in any other jurisdiction.

(Remainder of page intentionally blank.)

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     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above written.

		GRAPHIC PACKAGING HOLDING COMPANY
		By:		/s/ Xxxxx X. Xxxxxxxx
				Name:
				Title:
		XXXXXXX, DUBILIER & RICE FUND V LIMITED PARTNERSHIP
		By:		CD&R Associates V Limited Partnership, its
				general partner
		By:		CD&R Investment Associates II, Inc., its
				managing general partner
		By:		/s/ Xxxxx Xxxxxx
				Name:	Xxxxx X. Xxxxxx
				Title:
		OLD TOWN S.A.
		By:		/s/ Xxxxxx Xxxxxxxx
				Name:	Xxxxxx Xxxxxxxx
				Title:	Managing Director
		THE FAMILY STOCKHOLDERS:
		XXXXXX XXXXX FOUNDATION
		By:		/s/ Xxxxxxx X. Xxxxx
				Name:		Xxxxxxx X. Xxxxx
				Title:

Signature page to First Amendment to Registration Rights Agreement

		XXXXXX XXXXX, XX. TRUST DATED SEPTEMBER 12, 1969
		By:		Xxxxxx Xxxxx Company, LLC, Trustee
		By:		/s/ Xxxxxxx X. Xxxxx
				Name:		Xxxxxxx X. Xxxxx
				Title:
		XXXXXX X. COORS TRUST DATED AUGUST 7, 1952
		By:		Xxxxxx Xxxxx Company LLC, Trustee
		By:		/s/ Xxxxxxx X. Xxxxx
				Name:		Xxxxxxx X. Xxxxx
				Title:
		MAY XXXXXXX COORS TRUST DATED SEPTEMBER 24, 1965
		By:		Xxxxxx Xxxxx Company LLC, Trustee
		By:		/s/ Xxxxxxx X. Xxxxx
				Name:		Xxxxxxx X. Xxxxx
				Title:
		AUGUSTA COORS COLLBRAN TRUST DATED JULY 5, 1946
		By:		Xxxxxx Xxxxx Company LLC, Trustee
		By:		/s/ Xxxxxxx X. Xxxxx
				Name:		Xxxxxxx X. Xxxxx
				Title:

Signature page to First Amendment to Registration Rights Agreement

		XXXXXX XXXXX XXXXXX TRUST DATED JULY 5, 1946
		By:		Xxxxxx Xxxxx Company LLC, Trustee
		By:		/s/ Xxxxxxx X. Xxxxx
				Name:		Xxxxxxx X. Xxxxx
				Title:
		XXXXXX XXXXX XXXXXX TRUST DATED JULY 5, 1946
		By:		Xxxxxx Xxxxx Company LLC, Trustee
		By:		/s/ Xxxxxxx X. Xxxxx
				Name:		Xxxxxxx X. Xxxxx
				Title:
		XXXXXX X. XXXXX TRUST DATED JULY 5, 1946
		By:		Xxxxxx Xxxxx Company LLC, Trustee
		By:		/s/ Xxxxxxx X. Xxxxx
				Name:		Xxxxxxx X. Xxxxx
				Title:
		THE TPG ENTITIES:
		TPG BLUEGRASS IV, L.P.
		By:		TPG GenPar IV, L.P.
				its General Partner
		By:		TPG Advisors IV, Inc.
				its General Partner
		By:		/s/ Xxxxx Xxxx
				Name:
				Title:

Signature page to First Amendment to Registration Rights Agreement

		TPG BLUEGRASS IV — AIV 2, L.P.
		By:		TPG GenPar IV, L.P.
				its General Partner
		By:		TPG Advisors IV, Inc.
				its General Partner
		By:		/s/ Xxxxx Xxxx
				Name:
				Title:
		TPG BLUEGRASS V, L.P.
		By:		TPG GenPar V, L.P.
				its General Partner
		By:		TPG Advisors V, Inc.
				its General Partner
		By:		/s/ Xxxxx Xxxx
				Name:
				Title:
		TPG BLUEGRASS V — AIV 2, L.P.
		By:		TPG GenPar V, L.P.
				its General Partner
		By:		TPG Advisors V, Inc.
				its General Partner
		By:		/s/ Xxxxx Xxxx
				Name:
				Title:
		TPG BLUEGRASS IV, INC.
		By:		/s/ Xxxxx Xxxx
				Name:
				Title:

Signature page to First Amendment to Registration Rights Agreement

		TPG BLUEGRASS V, INC.
		By:		/s/ Xxxxx Xxxx
				Name:
				Title:
		TPG FOF V — A, L.P.
		By:		TPG GenPar V, L.P.
				its General Partner
		By:		TPG Advisors V, Inc.
				its General Partner
		By:		/s/ Xxxxx Xxxx
				Name:
				Title:
		TPG FOF V — B, L.P.
		By:		TPG GenPar V, L.P.
				its General Partner
		By:		TPG Advisors V, Inc.
				its General Partner
		By:		/s/ Xxxxx Xxxx
				Name:
				Title:
		BCH MANAGEMENT, LLC
		By:		Bluegrass Container Holdings, LLC
				its Managing Member
		By:
				Name:
				Title:

Signature page to First Amendment to Registration Rights Agreement