SUPPLEMENTAL INDENTURESupplemental Indenture • October 24th, 2017 • Graphic Packaging Holding Co • Paperboard containers & boxes • New York
SUPPLEMENTAL INDENTURE, dated as of October 23, 2017 (this “Supplemental Indenture”), among GRAPHIC PACKAGING INTERNATIONAL, INC., a Delaware corporation (the “Company”), GRAPHIC PACKAGING HOLDING COMPANY, a Delaware corporation, and the other Note Guarantors party hereto (collectively, the “Note Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”) under the Indenture, dated as of September 29, 2010 (the “Base Indenture” and, as supplemented by the Supplemental Indenture dated as of April 2, 2013, and as may be further amended, supplemented or otherwise modified from time to time, the “Indenture”; capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Indenture), among the Company, the Note Guarantors party thereto and the Trustee.
TRANSACTION AGREEMENT by and among INTERNATIONAL PAPER COMPANY, GRAPHIC PACKAGING HOLDING COMPANY, GAZELLE NEWCO LLC and GRAPHIC PACKAGING INTERNATIONAL, INC. Dated as of October 23, 2017Transaction Agreement • October 24th, 2017 • Graphic Packaging Holding Co • Paperboard containers & boxes • Delaware
This TRANSACTION AGREEMENT, dated as of October 23, 2017 (this “Agreement”), is entered into by and among International Paper Company, a New York corporation (“Transferor”), Graphic Packaging Holding Company, a Delaware corporation (“Parent”), Gazelle Newco LLC, a Delaware limited liability company (“Issuer”) and Graphic Packaging International, Inc., a Delaware corporation (“GPI”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 24th, 2017 • Graphic Packaging Holding Co • Paperboard containers & boxes • Delaware
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (“Amendment”), dated as of October 23, 2017, by and between Graphic Packaging Holding Corporation, a Delaware corporation (the “Corporation”), and Wells Fargo Bank, National Association, as rights agent (the “Rights Agent”), constitutes the First Amendment to the Rights Agreement, dated as of March 10, 2008, by and between the Corporation and the Rights Agent. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Rights Agreement.
