TRANSACTION AGREEMENT and AGREEMENT AND PLAN OF MERGER dated as of July 9, 2007 by and among GRAPHIC PACKAGING CORPORATION, BLUEGRASS CONTAINER HOLDINGS, LLC, TPG BLUEGRASS IV, L.P., TPG BLUEGRASS IV — AIV 2, L.P., TPG BLUEGRASS V, L.P., TPG BLUEGRASS...Transaction Agreement and Agreement and Plan of Merger • July 11th, 2007 • Graphic Packaging Corp • Paperboard mills • Delaware
TRANSACTION AGREEMENT AND AGREEMENT AND PLAN OF MERGER dated as of July 9, 2007 (this “Agreement”) is by and among GRAPHIC PACKAGING CORPORATION, a Delaware corporation (“Giant”), BLUEGRASS CONTAINER HOLDINGS, LLC, a Delaware limited liability company (“BCH”), TPG BLUEGRASS IV, L.P., a Delaware limited partnership (“TPG IV”), TPG BLUEGRASS IV – AIV 2, L.P., a Delaware limited partnership (“TPG IV – AIV”), TPG BLUEGRASS V, L.P., a Delaware limited partnership (“TPG V”), TPG BLUEGRASS V – AIV 2, L.P., a Delaware limited partnership (“TPG V – AIV”), FIELD HOLDINGS, INC., a Delaware corporation (“Field Holdings”), TPG FOF V-A, L.P., a Delaware limited partnership (“FOF V-A”), TPG FOF V-B, L.P., a Delaware limited partnership (“FOF V-B”), BCH MANAGEMENT, LLC, a Delaware limited liability company (together with Field Holdings, TPG IV, TPG IV – AIV, TPG V, TPG V – AIV, FOF V-A, FOF V-B and each owner of BCH Equity Interests (as defined in Section 3.1(b)) joining this Agreement pursuant to Sec
NEW GIANT CORPORATION REGISTRATION RIGHTS AGREEMENT dated as of July 9, 2007Registration Rights Agreement • July 11th, 2007 • Graphic Packaging Corp • Paperboard mills • Delaware
