Graphic Packaging International, Inc. Graphic Packaging Holding Company Graphic Packaging Corporation and the other Guarantors party hereto UNDERWRITING AGREEMENT dated October 23, 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated SunTrust...Underwriting Agreement • October 29th, 2014 • Graphic Packaging Holding Co • Paperboard containers & boxes • New York
Introductory. Graphic Packaging International, Inc., a Delaware corporation (the “Company”) and an indirect wholly-owned subsidiary of Graphic Packaging Holding Company, a Delaware corporation (“Parent”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) is acting as the representative (the “Representative”), $250,000,000 principal amount of its 4.875% Senior Notes due 2022 (the “Notes”). The Notes will be guaranteed on a senior unsecured basis, jointly and severally, by (i) the Parent Guarantors (as defined below), (ii) the Subsidiary Guarantors listed on Schedule B hereto and (iii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (the entities described in clauses (ii) and (iii), collectively, the “Subsid
