THIRD AMENDED AND RESTATED GRAPHIC PACKAGING INTERNATIONAL CORPORATION EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 2nd, 2003 • Riverwood Holding Inc • Paperboard mills • Colorado
THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") between Graphic Packaging International Corporation, a Colorado corporation (the "Company"), each of the Affiliated Companies (as defined in Section 2(b)(iv)) and the Executive listed on the signature page who has signed the Agreement and agreed to be bound by its terms (the "Executive"), dated as of March 25, 2003.
March 25, 2003Investment Agreement • May 2nd, 2003 • Riverwood Holding Inc • Paperboard mills • Delaware
The undersigned Riverwood Holding, Inc., a Delaware corporation (the "Company"), agrees with each of you (each an "Other Riverwood Stockholder" and, collectively, the "Other Riverwood Stockholders") as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 2nd, 2003 • Riverwood Holding Inc • Paperboard mills • Delaware
INDEMNIFICATION AGREEMENT, dated as of March 27, 1996 (the "Agreement"), among Riverwood Holding, Inc., a Delaware corporation ("Holding"), RIC Holding, Inc., a Delaware corporation and wholly-owned subsidiary of Holding ("RIC HOLDING), Riverwood International Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Holding ("RIC"), Riverwood International USA, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Holding (the "COMPANY"), Clayton, Dubilier & Rice, Inc., a Delaware corporation ("CD&R"), and Clayton, Dubilier & Rice Fund V Limited Partnership, a Cayman Islands exempted limited partnership (together with any other investment vehicle managed by CD&R, the "CD&R FUND"). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
RIVERWOOD HOLDING, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of March 25, 2003Registration Rights Agreement • May 2nd, 2003 • Riverwood Holding Inc • Paperboard mills • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of March 25, 2003 (this "Agreement"), among Riverwood Holding, Inc., a Delaware corporation (the "Company"), the persons listed on Schedule I hereto under the caption "Family Stockholders" (each, a "Family Stockholder" and, collectively, the "Family Stockholders"), Clayton, Dubilier & Rice Fund V Limited Partnership (the "CDR Fund"), EXOR Group S.A. ("EXOR") and the persons listed on Schedule I hereto under the caption "Other Riverwood Stockholders" (the "Other Riverwood Stockholders" and, together with the Family Stockholders, the CDR Fund and EXOR, the "Stockholders"). Capitalized terms used herein without definition shall have the meanings set forth in Article I.
RIVERWOOD HOLDING, INC. STOCKHOLDERS AGREEMENT dated as of March 25, 2003Stockholders Agreement • May 2nd, 2003 • Riverwood Holding Inc • Paperboard mills • Delaware
STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of March 25, 2003, by and among Riverwood Holding, Inc., a Delaware corporation (the "Company"), the persons listed on Schedule I hereto (each, a "Family Stockholder" and, collectively, the "Family Stockholders"), Clayton, Dubilier & Rice Fund V Limited Partnership (the "CDR Fund") and EXOR Group S.A. ("Exor" and, together with the Family Stockholders and the CDR Fund, the "Stockholders" and each of them a "Stockholder"). Capitalized terms used herein without definition shall have the meanings set forth in Article V.
ContractCredit Agreement • May 2nd, 2003 • Riverwood Holding Inc • Paperboard mills • New York
AMENDMENT No. 1 and WAIVER dated as of April 23, 2002 (this "Amendment"), to the Credit Agreement, dated as of August 10, 2001, as amended (the "Credit Agreement"), among Riverwood International Corporation (the "Borrower"), the several banks and other financial institutions from time to time parties thereto (the "Lenders"), Bankers Trust Company as syndication agent, and JPMorgan Chase Bank, as administrative agent for the Lenders thereunder (in such capacity, the "Administrative Agent") and AMENDMENT No. 1 to the Guarantee and Collateral Agreement, dated as of August 10, 2001, (the "Guarantee and Collateral Agreement") among Riverwood Holding, Inc., RIC Holding, Inc. and the Borrower and certain of its Subsidiaries in favor of the Administrative Agent.
CONSULTING AGREEMENTConsulting Agreement • May 2nd, 2003 • Riverwood Holding Inc • Paperboard mills • New York
This CONSULTING AGREEMENT, dated as of March 27, 1996 (the "Agreement"), among Riverwood Holding, Inc., a Delaware corporation ("Holding"), RIC Holding, Inc., a Delaware corporation and wholly-owned subsidiary of Holding ("RIC HOLDING"), Riverwood International Corporation, a Delaware corporation ("RIC"), Riverwood International USA, Inc., a Delaware corporation to be renamed Riverwood International Corporation (the "COMPANY" and collectively with Holding, RIC Holding and RIC, the "COMPANY GROUP"), and Clayton, Dubilier & Rice, Inc., a Delaware corporation ("CD&R").
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2003 • Riverwood Holding Inc • Paperboard mills • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into as of this March 25, 2003, by and among Riverwood International Corporation, a Delaware corporation ("Employer"), Riverwood Holding, Inc., a Delaware corporation ("Holding"), and Stephen M. Humphrey ("Executive").
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • May 2nd, 2003 • Riverwood Holding Inc • Paperboard mills
AMENDMENT NO. 1, dated as of April 29, 2003 (this "Amendment"), by and among Riverwood Holding, Inc., a Delaware corporation (the "Company"), the persons listed on Schedule I hereto (each, a "Family Stockholder" and, collectively, the "Family Stockholders"), Clayton, Dubilier & Rice Fund V Limited Partnership (the "CDR Fund") and EXOR Group S.A. ("Exor"), to the Stockholders Agreement, dated as of March 25, 2003 (the "Original Agreement"), by and among the Company, the Family Stockholders, the CDR Fund and Exor. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Original Agreement, and all references to Articles and Sections herein are references to Articles and Sections of the Original Agreement.
