AMENDED AND RESTATED CREDIT AGREEMENT among GRAPHIC PACKAGING INTERNATIONAL, LLC, as Borrower THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO and BANK OF AMERICA, N.A., as Administrative Agent Dated as of January 1, 2018 MERRILL LYNCH, PIERCE,...Credit Agreement • January 2nd, 2018 • Graphic Packaging International, LLC • Paperboard mills • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 1, 2018 and effective as of the Effective Date, among GRAPHIC PACKAGING INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower” or the “Company”), the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”) and BANK OF AMERICA, N.A., as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT among GRAPHIC PACKAGING INTERNATIONAL, LLC and CERTAIN SUBSIDIARIES, as Borrowers THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer, Swing Line...Credit Agreement • January 2nd, 2018 • Graphic Packaging International, LLC • Paperboard mills • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 1, 2018, among GRAPHIC PACKAGING INTERNATIONAL, LLC, a Delaware limited liability company (the “Company”), certain Subsidiaries of the Company party hereto pursuant to subsection 2.8 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), Swing Line Lender, Swing Line Euro Tranche Lender, an L/C Issuer and Alternative Currency Funding Fronting Lender, Coöperatieve Rabobank U.A., New York Branch, SunTrust Bank, Citibank, N.A., JPMorgan Chase Bank, N.A., TD Bank, N.A. and Wells Fargo Bank, National Association, as co-syndication agents (collectively, in such capacity, the “Co-Syndication Agents”), and The Bank of Tokyo-Mitsubishi UFJ, Ltd., Fifth Th
GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 1, 2018Limited Liability Company Agreement • January 2nd, 2018 • Graphic Packaging International, LLC • Paperboard mills • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of January 1, 2018, is entered into by and among Graphic Packaging International Partners, LLC (f/k/a Gazelle Newco LLC), a Delaware limited liability company (the “Company”), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein) and, solely for purposes of the Parent Sections, Graphic Packaging Holding Company, a Delaware corporation (“Parent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 2nd, 2018 • Graphic Packaging International, LLC • Paperboard mills • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 1, 2018, is entered into between International Paper Company, a New York corporation (“Impala”) and Graphic Packaging Holding Company, a Delaware corporation (“Parent”). Certain terms used in this Agreement are defined in Section 1.01.
TAX RECEIVABLE AGREEMENT by and among GPI HOLDING III, LLC, GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC, GRAPHIC PACKAGING HOLDING COMPANY, and INTERNATIONAL PAPER COMPANY DATED AS OF JANUARY 1, 2018Tax Receivable Agreement • January 2nd, 2018 • Graphic Packaging International, LLC • Paperboard mills • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of January 1, 2018 (the “Effective Date”) is hereby entered into by and among GPI HOLDING III, LLC, a Delaware limited liability company (the “Gazelle Member”), GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC (f/k/a GAZELLE NEWCO LLC), a Delaware limited liability company (the “Company”), GRAPHIC PACKAGING HOLDING COMPANY, a Delaware corporation (the “Corporate Taxpayer”), and INTERNATIONAL PAPER COMPANY, a New York corporation (“Impala”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF GRAPHIC PACKAGING INTERNATIONAL, LLCLimited Liability Company Operating Agreement • January 2nd, 2018 • Graphic Packaging International, LLC • Paperboard mills • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of Graphic Packaging International, LLC (the “Company”), is entered into as of the 29th day of December, 2017, by the Company and Graphic Packaging International Partners, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).
RESTRICTIVE COVENANTS AGREEMENTRestrictive Covenants Agreement • January 2nd, 2018 • Graphic Packaging International, LLC • Paperboard mills
THIS RESTRICTIVE COVENANTS AGREEMENT (the “Agreement”), dated as of January 1, 2018, is entered into by and between International Paper Company, a New York corporation (“Transferor”), and Graphic Packaging International Partners, LLC (f/k/a Gazelle Newco LLC), a Delaware limited liability company (“Issuer”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Transaction Agreement (as defined below).
EXCHANGE AGREEMENT dated as of January 1, 2018 among GRAPHIC PACKAGING HOLDING COMPANY, GPI HOLDING III, LLC INTERNATIONAL PAPER COMPANY, and GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLCExchange Agreement • January 2nd, 2018 • Graphic Packaging International, LLC • Paperboard mills • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of January 1, 2018, by and among Graphic Packaging International Partners, LLC (f/k/a Gazelle Newco LLC), a Delaware limited liability company (the “Company”), Graphic Packaging Holding Company, a Delaware corporation (“Parent”), GPI Holding III, LLC, a Delaware limited liability company and wholly owned indirect Subsidiary of Parent (“Gazelle Holdco”), and International Paper Company, a New York corporation, as a holder of Common Units (as defined below) (“Impala”).
GOVERNANCE AGREEMENT dated as of January 1, 2018 among GRAPHIC PACKAGING HOLDING COMPANY, GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC AND INTERNATIONAL PAPER COMPANYGovernance Agreement • January 2nd, 2018 • Graphic Packaging International, LLC • Paperboard mills • Delaware
GOVERNANCE AGREEMENT (this “Agreement”), dated as of January 1, 2018, by and among Graphic Packaging Holding Company, a Delaware corporation (“Parent”), Graphic Packaging International Partners, LLC (f/k/a Gazelle Newco LLC), a Delaware limited liability company (“Issuer”), and International Paper Company, a New York corporation (“Impala”).
