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”).
NEW GIANT CORPORATION STOCKHOLDERS AGREEMENT dated as of July 9, 2007Stockholders Agreement • July 11th, 2007 • Graphic Packaging Corp • Paperboard mills • Delaware
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of July 9, 2007, by and among New Giant Corporation, a Delaware corporation (the “Company”), 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”), Field Holdings, Inc. (together with its Permitted Transferees to which it Transfers any Common Stock hereunder, “Field”) and 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., TPG FOF V – A, L.P. and TPG FOF V – B, L.P. (together wit
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • July 11th, 2007 • Graphic Packaging Corp • Paperboard mills • Delaware
THIS AMENDMENT (the “Rights Amendment”) is entered into as of the 9th day of July 2007, by and between Graphic Packaging Corporation, a Delaware corporation (f/k/a Riverwood Holding, Inc.) (the “Corporation”), and Wells Fargo Bank, National Association (f/k/a Wells Fargo Bank Minnesota, National Association), as Rights Agent (the “Rights Agent”), in order to amend the terms of that certain Rights Agreement dated as of August 7, 2003, by and between the Corporation and the Rights Agent (the “Rights Agreement”).
