SUPPLEMENTAL INDENTURE IN RESPECT OF NOTE GUARANTEE
Exhibit 4.2
SUPPLEMENTAL INDENTURE IN RESPECT OF NOTE GUARANTEE
SUPPLEMENTAL INDENTURE, dated as of March 10, 2008 (this “Supplemental Indenture”), among
Altivity Packaging, LLC, Battle Creek Properties, LLC, Bluegrass Container Canada Holdings, LLC,
Bluegrass Container Holdings, LLC, Bluegrass Flexible Packaging Company, LLC, Bluegrass Folding
Carton Company, LLC, Bluegrass Labels Company, LLC, Bluegrass Xxxxx Holdings Company, LLC,
Bluegrass Multiwall Bag Company, LLC, Bluegrass SLC Corp., FCC Real Estate, LLC, FHI Properties,
LLC, Field Container Company, L.P., Field Container Management Company, LLC, Field Container
Management, LLC, Field Container Queretaro (USA), L.L.C., Handschy Holdings, LLC, Handschy
Industries, LLC, Xxxxxx Properties, LLC, MCP Management, LLC, Michigan Paperboard, L.P., Pekin
Paperboard Company, L.P., Pekin Paperboard Management, LLC, Pekin Properties, LLC, Riverdale
Industries, LLC, Tuscaloosa Properties, LLC and West Monroe Properties, LLC (all of the preceding,
collectively the “Subsidiary Guarantors”), Graphic Packaging Holding Company, a corporation duly
organized and existing under the laws of the State of Delaware (the “New Parent Guarantor”, and
together with the Subsidiary Guarantors, each a “New Note Guarantor” and collectively the “New Note
Guarantors”), Graphic Packaging International, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (together with its respective successors and assigns, the
“Company”), Graphic Packaging Corporation and Xxxxx Fargo Bank, National Association, successor by
merger to Xxxxx Fargo Bank Minnesota, National Association, as Trustee under the Indenture referred
to below.
WHEREAS, Section 1308 of the Indenture provides that the Company is required to cause the
Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to
which the Subsidiary Guarantors shall guarantee the Company’s Guaranteed Note Obligations under the
Notes pursuant to a Note Guarantee on the terms and conditions set forth herein and in Article
Thirteen of the Indenture;
WHEREAS, the Company also desires to cause the New Parent Guarantor to join in such
supplemental indenture pursuant to which the New Parent Guarantor shall guarantee the Company’s
Guaranteed Note Obligations under the Notes pursuant to a Note Guarantee on the terms and
conditions set forth herein and in Article Thirteen of the Indenture;
WHEREAS, each New Note Guarantor desires to enter into such supplemental indenture for good
and valuable consideration, including substantial economic benefit in that the financial
performance and condition of such Note Guarantor is dependent on the financial performance and
condition of the Company, the obligations hereunder of which such Note Guarantor has
guaranteed, and on such Note Guarantor’s access to working capital through the Company’s access to
revolving credit borrowings under the Senior Credit Agreement; and
WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to
execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any
Holder;
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the
Indenture or in the preamble or recital hereto are used herein as therein defined. The words
“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN
RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE
JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN
THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL
INDENTURE.
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Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation
or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy
of the recitals to this Supplemental Indenture.
GRAPHIC PACKAGING INTERNATIONAL, INC. |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Senior Vice President and Chief Financial Officer | |||
GRAPHIC PACKAGING CORPORATION, as Existing Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Senior Vice President and Chief Financial Officer | |||
(Signatures Continued on Next Page)
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ALTIVITY PACKAGING, LLC BATTLE CREEK PROPERTIES, LLC BLUEGRASS CONTAINER CANADA HOLDINGS, LLC BLUEGRASS CONTAINER HOLDINGS, LLC BLUEGRASS FLEXIBLE PACKAGING COMPANY, LLC BLUEGRASS FOLDING CARTON COMPANY, LLC BLUEGRASS LABELS COMPANY, LLC BLUEGRASS XXXXX HOLDINGS COMPANY, LLC BLUEGRASS MULTIWALL BAG COMPANY, LLC BLUEGRASS SLC CORP. FCC REAL ESTATE, LLC FHI PROPERTIES, LLC FIELD CONTAINER COMPANY, L.P. FIELD CONTAINER MANAGEMENT COMPANY, LLC FIELD CONTAINER MANAGEMENT, LLC FIELD CONTAINER QUERETARO (USA), L.L.C. HANDSCHY HOLDINGS, LLC HANDSCHY INDUSTRIES, LLC XXXXXX PROPERTIES, LLC MCP MANAGEMENT, LLC MICHIGAN PAPERBOARD, L.P PEKIN PAPERBOARD COMPANY, L.P PEKIN PAPERBOARD MANAGEMENT, LLC PEKIN PROPERTIES, LLC RIVERDALE INDUSTRIES, LLC TUSCALOOSA PROPERTIES, LLC WEST MONROE PROPERTIES, LLC, each as a Subsidiary Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Senior Vice President and Chief Financial Officer | |||
(Signatures Continued on Next Page)
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GRAPHIC PACKAGING HOLDING COMPANY as a Parent Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Senior Vice President and Chief Financial Officer | |||
(Signatures Continued on Next Page)
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, successor by merger to XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee |
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By: | /s/ Xxxxxx X. X’Xxxxxxx | |||
Name: | Xxxxxx X. X’Xxxxxxx | |||
Title: | Vice President | |||
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