Graphic Packaging Holding Company 28,000,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT dated March 21, 2013 Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Robert W. Baird & Co. Incorporated Oppenheimer & Co., Inc.Underwriting Agreement • March 28th, 2013 • Clayton Dubilier & Rice Fund v L P • New York
Introductory. Each stockholder named in Schedule B hereto (collectively, the “Selling Stockholders”) of Graphic Packaging Holding Company, a Delaware corporation (the “Company”), propose to (i) issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you (the “Representatives”) are acting as the representatives, the 28,000,000 shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule B hereto and (ii) grant to the Underwriters, acting severally and not jointly, the option described in Section 2(b) hereof to purchase all or any part of 4,200,000 additional shares of Common Stock. The aforesaid 28,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 4,200,000 shares of Common Stock subject to the option described in Section 2(b)
Joint Filing AgreementJoint Filing Agreement • March 28th, 2013 • Clayton Dubilier & Rice Fund v L P
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Amendment No. 2, and any subsequent amendments thereto, to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
