0000950144-08-001785 Sample Contracts

SUPPLEMENTAL INDENTURE IN RESPECT OF NOTE GUARANTEE
Supplemental Indenture • March 10th, 2008 • Graphic Packaging Holding Co • Paperboard containers & boxes • New York

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 Mills 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, Marion 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 Packagi

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GRAPHIC PACKAGING HOLDING COMPANY and WELLS FARGO BANK, NATIONAL ASSOCIATION RIGHTS AGREEMENT Dated as of March 10, 2008
Rights Agreement • March 10th, 2008 • Graphic Packaging Holding Co • Paperboard containers & boxes • Delaware

This Rights Agreement, dated as of March 10, 2008 (the “Agreement”), between Graphic Packaging Holding Company, a Delaware corporation (the “Corporation”), and Wells Fargo Bank, National Association, a national banking association (the “Rights Agent”),

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • March 10th, 2008 • Graphic Packaging Holding Co • Paperboard containers & boxes

This Amendment No. 1 to Credit Agreement dated as of March 10, 2008 (this “Amendment”), is made by and among GRAPHIC PACKAGING INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), GRAPHIC PACKAGING CORPORATION, a Delaware corporation (“Holding”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Administrative Agent”), each of the existing Lenders under such Credit Agreement (collectively, the “Existing Lenders”) party hereto, and each of the Persons becoming Lenders by the execution of this Amendment (the “Joining Lenders”), and each of the Subsidiary Guarantors (as defined in the Credit Agreement) signatory hereto.

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • March 10th, 2008 • Graphic Packaging Holding Co • Paperboard containers & boxes

This Amendment No. 2 to Credit Agreement dated as of March 10, 2008 (this “Amendment”), is made by and among GRAPHIC PACKAGING INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), GRAPHIC PACKAGING CORPORATION, a Delaware corporation (“Holding”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Administrative Agent”), each of the Lenders signatory hereto, and each of the Subsidiary Guarantors (as defined in the Credit Agreement) signatory hereto. The Lenders signatory hereto comprise “Required Lenders” and the Revolving Credit Lenders signatory hereto comprise “Required Revolving Lenders”.

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