CONSENT AND WAIVER AGREEMENT dated as of May 19, 2021 among International Paper Company Graphic Packaging Holding Company GPI Holding I, Inc. and Graphic Packaging International Partners, LLCConsent and Waiver Agreement • May 20th, 2021 • Graphic Packaging International, LLC • Paperboard mills
Contract Type FiledMay 20th, 2021 Company IndustryThis Consent and Waiver Agreement, dated as of May 19, 2021 (this “Agreement”), is made 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 I, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (the “New Graphic Partner” and, together with the Company and Parent, the “Parent Parties”), and International Paper Company, a New York corporation (“IP” and, together with the Parent Parties, the “Parties”). Capitalized terms used but not defined herein have the meanings given to such terms in the Exchange Agreement (as defined below).