exv4w2









Exhibit 4.2




FIRST AMENDMENT

TO

REGISTRATION RIGHTS AGREEMENT

OF

GRAPHIC PACKAGING HOLDING COMPANY




     This First Amendment dated as of July 1, 2010 (this “Amendment”) to the Registration
Rights Agreement (the “Registration Rights Agreement”) dated as of July 9, 2007, by and
among Graphic Packaging Holding Company (f/k/a New Giant Corporation), a Delaware corporation (the
“Company”), the persons listed on the signature pages thereto as a Family Stockholder, the
persons listed on Schedule I thereto as the Astros Stockholders, Clayton, Dubilier & Rice Fund V
Limited Partnership, Old Town S.A., TPG Bluegrass IV, L.P., TPG Bluegrass IV, Inc., TPG Bluegrass
IV — AIV 2, L.P., TPG Bluegrass V, L.P., TPG Bluegrass V, Inc., TPG Bluegrass V — AIV 2, L.P., BCH
Management, LLC, TPG FOF V — A, L.P. and TPG FOF V — B, L.P. Capitalized terms not otherwise
defined herein shall have the meaning set forth in the Registration Rights Agreement.



     WHEREAS, the Company, the Family Representative, Old Town S.A.,, the CDR Fund and the TPG
Entities desire to amend the Registration Rights Agreement; and



     WHEREAS, Section 3.2 of the Registration Rights Agreement states that the Registration Rights
Agreement may be amended with the prior written consent of the Company, the Family Representative,
Old Town S.A., the CFR Fund and the TPG Entities.



     NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each signatory hereby agrees as follows:



     1. Amendment to Registration Rights Agreement. Effective on the date of this
Amendment, the following Persons are hereby removed from the definition of “Family Stockholders”
and are thus no longer parties to the Registration Rights Agreement:




	 	(a)	 	Janet H. Coors Irrevocable Trust FBO Frances M. Baker Dated July 27, 1976;
	 
	 	(b)	 	Janet H. Coors Irrevocable Trust FBO Frank E. Ferrin Dated July 27, 1976; and
	 
	 	(c)	 	Janet H. Coors Irrevocable Trust FBO Joseph J. Ferrin Dated July 27, 1976





     2. No Other Amendment. Except as expressly provided in this Amendment, the
Registration Rights Agreement is, and shall continue to be, in full force and effect in accordance
with its terms, without amendment thereto, and is, in all respects, ratified and confirmed.



 









 





     3. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to its principles and rules of
conflict of laws to the extent such principles or rules would require the application of the law of
another jurisdiction.



     4. Counterparts. This Amendment may be executed in one or more counterparts, all of
which shall be considered one and the same agreement.



     5. Severability. Any term or provision of this Amendment which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Amendment or affecting the validity or enforceability of any of the terms or
provisions of this Amendment in any other jurisdiction.



(Remainder of page intentionally blank.)




- 2 -









 





     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first
above written.



	 	 	 	 	 	 	 	 	 

	 	 	GRAPHIC PACKAGING HOLDING COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David W. Scheible	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CLAYTON, DUBILIER & RICE FUND V LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	CD&R Associates V Limited Partnership, its	 	 
	 	 	 	 	general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	CD&R Investment Associates II, Inc., its	 	 
	 	 	 	 	managing general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kevin Conway	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 Kevin J. Conway	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	OLD TOWN S.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Pierre Martinet	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 Pierre Martinet	 	 
	 

	 	 	 	Title:	 Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE FAMILY STOCKHOLDERS:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ADOLPH COORS FOUNDATION	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeffrey H. Coors	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeffrey H. Coors	 	 
	 

	 	 	 	Title:	 	 	 	 






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	 	 	ADOLPH COORS, JR. TRUST DATED SEPTEMBER 12, 1969	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Adolph Coors Company, LLC, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeffrey H. Coors	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeffrey H. Coors	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GROVER C. COORS TRUST DATED AUGUST 7, 1952	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Adolph Coors Company LLC, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeffrey H. Coors	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeffrey H. Coors	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MAY KISTLER COORS TRUST DATED SEPTEMBER 24, 1965	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Adolph Coors Company LLC, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeffrey H. Coors	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeffrey H. Coors	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	AUGUSTA COORS COLLBRAN TRUST DATED JULY 5, 1946	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Adolph Coors Company LLC, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeffrey H. Coors	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeffrey H. Coors	 	 
	 

	 	 	 	Title:	 	 	 	 






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	 	 	BERTHA COORS MUNROE TRUST DATED JULY 5, 1946	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Adolph Coors Company LLC, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeffrey H. Coors	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeffrey H. Coors	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	LOUISE COORS PORTER TRUST DATED JULY 5, 1946	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Adolph Coors Company LLC, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeffrey H. Coors	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeffrey H. Coors	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	HERMAN F. COORS TRUST DATED JULY 5, 1946	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Adolph Coors Company LLC, Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeffrey H. Coors	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeffrey H. Coors	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE TPG ENTITIES:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TPG BLUEGRASS IV, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TPG GenPar IV, L.P.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TPG Advisors IV, Inc.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Clive Bode	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 






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	 	 	TPG BLUEGRASS IV — AIV 2, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TPG GenPar IV, L.P.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TPG Advisors IV, Inc.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Clive Bode	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TPG BLUEGRASS V, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TPG GenPar V, L.P.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TPG Advisors V, Inc.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Clive Bode	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TPG BLUEGRASS V — AIV 2, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TPG GenPar V, L.P.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TPG Advisors V, Inc.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Clive Bode	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TPG BLUEGRASS IV, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Clive Bode	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 






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	 	 	TPG BLUEGRASS V, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Clive Bode	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TPG FOF V — A, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TPG GenPar V, L.P.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TPG Advisors V, Inc.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Clive Bode	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TPG FOF V — B, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TPG GenPar V, L.P.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TPG Advisors V, Inc.	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Clive Bode	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BCH MANAGEMENT, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Bluegrass Container Holdings, LLC	 	 
	 	 	 	 	its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 






Signature page to First Amendment to Registration Rights Agreement