Stock Repurchase Agreement



 Exhibit 10.1 
 STOCK REPURCHASE AGREEMENT 
 THIS STOCK REPURCHASE AGREEMENT (this
“Agreement”) is entered into as of December 12, 2012 by and among Graphic Packaging Holding Company, a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A to
this Agreement (collectively, the “Investors”). 
 Background 

A. The Investors own an aggregate of 254,092,303 shares of the Company’s common stock, $0.01 par value per share ( “Common
Stock”), and have agreed to transfer a portion of those shares to the Company on the terms and conditions set forth in this Agreement; 
 B. The Investors and the Company have commenced an underwritten public offering (the “Public Offering”) of shares of Common Stock held by the Investors (the “Underwritten
Shares”); 
 C. The Company has proposed to repurchase up to an aggregate number of shares of Common Stock (the
“Repurchase Shares”) equal to (i) $300,000,000 divided by (ii) the price per share to the public in the Public Offering (the “Purchase Price”) upon the terms and conditions provided in this Agreement (the
“Repurchase”); and 
 D. The Company has commenced a financing transaction to obtain no less than $300,000,000
of additional senior secured debt to finance the Repurchase and to obtain the consent of the lenders under its senior credit facility for the Repurchase (the “Financing Transaction”). 

E. The Investors and the Company desire to condition the Repurchase on the closing of the Public Offering and the Financing Transaction.

 THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows: 
 Agreement 

1. Repurchase. 
 (a) Each Investor hereby agrees, severally and not jointly, to transfer, assign, sell, and convey 100% of its right, title, and interest in and to the number of Repurchase Shares set forth opposite such
Investor’s name on Schedule A, subject to adjustment as provided in paragraph 4. 
 (b) The obligations of the Company to
purchase the Repurchase Shares shall be subject to (i) the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Investors and the underwriters named therein (the “Underwriting
Agreement”) and (ii) the closing of the Financing Transactions on terms reasonably satisfactory to the Company. 







 (c) The closing of the sale of the Repurchase Shares (the “Closing”), as
applicable, shall take place upon the same day as the closing of the sale of the Underwritten Shares at the offices of Alston & Bird LLP, One Atlantic Center, 1201 West Peachtree Street, Atlanta, GA 30309, or at such other time and place as
may be agreed upon by the Company and Investors holding a majority of the aggregate number of Repurchase Shares. At the Closing, each Investor shall deliver to the Company or as instructed by the Company duly executed stock powers relating to those
Repurchase Shares being sold by such Investor, and the Company agrees to deliver to each Investor by wire transfer of immediately available funds the Purchase Price multiplied by the number of Repurchase Shares being sold by such Investor.

 2. Company Representations. In connection with the transactions contemplated hereby, the Company represents and
warrants to the Investors that: 
 (a) The Company is a corporation duly organized and existing under the laws of the State of
Delaware. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. 

(b) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the
Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable
principles. 
 (c) The compliance by the Company with this Agreement and the consummation of the transactions herein
contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) violate any provision of the
certificate of incorporation or by-laws, or other organizational documents, as applicable, of the Company or its subsidiaries or (iii) violate any statute or any order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in the case of clauses (i) and (iii), as would not reasonably be expected to have a material adverse effect on the financial position,
stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers
and amendments as will have been obtained or made as of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution,
delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this Agreement, except where the failure to obtain or make any such consent, approval,
authorization, order, registration or qualification would not reasonably be expected to have a material adverse effect on the financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a
whole. 

  
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 3. Representations of the Investors. In connection with the transactions contemplated
hereby, each Investor severally and not jointly represents and warrants to the Company that: 
 (a) All consents, approvals,
authorizations and orders necessary for the execution and delivery by such Investor of this Agreement and for the sale and delivery of the Repurchase Shares to be sold by such Investor hereunder, have been obtained; and such Investor has full right,
power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Repurchase Shares to be sold by such Investor hereunder, except for such consents, approvals, authorizations and orders as would not impair in any
material respect the consummation of the Investors’ obligations hereunder. 
 (b) This Agreement has been duly authorized,
executed and delivered by such Investor and constitutes a valid and binding agreement of such Investor, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization
or other laws affecting enforcement of creditors’ rights or by general equitable principles. 
 (c) The sale of the
Repurchase Shares to be sold by such Investor hereunder and the compliance by such Investor with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) will not conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Investor is a party or by which such Investor is
bound or to which any of the property or assets of such Investor is subject, (ii) nor will such action result in any violation of the provisions of (x) any organizational or similar documents pursuant to which such Investor was formed or
(y) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Investor or the property of such Investor; except in the case of clause (i) or clause (ii)(y), for such conflicts,
breaches, violations or defaults as would not impair in any material respect the consummation of such Investor’s obligations hereunder. 
 (d) As of the date hereof and immediately prior to the delivery of the Repurchase Shares to the Company at the Closing, such Investor will be the beneficial or record holder of the Repurchase Shares with
full dispositive power thereover, and holds, and will hold, such Repurchase Shares free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Repurchase Shares and payment therefor pursuant hereto, assuming that the
Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), the Company will acquire a valid
security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Repurchase Shares purchased by the Company, and no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on
an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. 

  
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 4. Termination. 

(a) This Agreement may be terminated with respect to any Investor at any time by the mutual written, consent of the Company and such
Investor. Furthermore, this Agreement shall automatically terminate and be of no further force and effect, in the event that, the conditions in paragraph 1(b) of this Agreement have not been satisfied within 10 business days after the date hereof.

 (b) In the event that this Agreement is terminated as to any Investor or any Investor defaults on the obligations of such
Investor under paragraph 1 (a “Defaulting Investor”), the number of Repurchase Shares being sold to the Company by each remaining Investor shall be increased by a number of shares of Common Stock equal to (x) the number of
Repurchase Shares set forth opposite the name of such Defaulting Investor on Schedule A multiplied by (y) a fraction, the numerator of which shall equal the number of Repurchase Shares set forth opposite the name of such remaining Investor on
Schedule A and the denominator of which shall equal the aggregate number of Repurchase Shares set forth on Schedule A with respect to all remaining Investors. 
 5. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given
when delivered personally, mailed by certified or registered mail, return receipt requested and postage prepaid, or sent via a nationally recognized overnight courier, or sent via email (receipt of which is confirmed) to the recipient. Such notices,
demands and other communications will be sent, in the case of the Investors, to the addresses set forth on the signature pages to this Agreement and, in the case of the Company, to the address indicated below: 

To the Company: 

Graphic Packaging Holding Company 
 Law Department – 9th Floor 
 1500 Riveredge Parkway, Suite 100 

Atlanta, Georgia 30328 
 Attention: Stephen A. Hellrung 
 Email Address: steve.hellrung@graphicpkg.com

 With a copy to (which shall not constitute notice): 
 Alston & Bird LLP 
 One Atlantic Center 

1201 West Peachtree Street 
 Atlanta, Georgia 30309-3449 
 Attention: W. Scott Ortwein 

Email Address: scott.ortwein@alston.com 
 or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. 

  
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 6. Miscellaneous. 

(a) Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by any
party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. 
 (b) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is
held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement
will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein. 
 (c) Complete Agreement. This Agreement and any other agreements ancillary thereto and executed and delivered on the date hereof embody the complete agreement and understanding between the parties
and supersede and preempt any prior understandings, agreements, or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. 

(d) Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of
which taken together constitute one and the same agreement. 
 (e) Successors and Assigns. Except as otherwise provided
herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Investors and the Company and their respective successors and assigns. 
 (f) Governing Law. The Agreement will be governed by and construed in accordance with the laws of the State of New York. 
 (g) Remedies. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole
discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance or other injunctive relief in order to enforce, or prevent any violations of, the provisions of this Agreement.

 (h) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written
consent of the Company and each Investor. 
 (i) Further Assurances. Each of the Company and the Investors shall execute
and deliver such additional documents and instruments and shall take such further action as may be necessary or appropriate to effectuate fully the provisions of this Agreement. 

(j) Expenses. Each of the Company and the Investors shall bear their own expenses in connection with the drafting, negotiation,
execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. 
 (k)
Interpretation. The definitions in this Agreement are applicable to the singular as well as the plural forms of such terms. 
 [Signatures appear on following pages.] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Stock Repurchase Agreement as of
the date first written above. 
  

			
	Company:
	
	GRAPHIC PACKAGING HOLDING COMPANY
		
	By:	 	 /s/ Stephen A. Hellrung

	Name:	 	Stephen A. Hellrung
	Title:	 	Senior Vice President, General Counsel and
	Secretary









 
			
	Investors:
	
	TPG Bluegrass IV — AIV 1, L.P.
	By:	 	TPG GenPar IV, L.P.,
	its general partner
	By:	 	TPG GenPar IV Advisors, LLC,
	its general partner
		
	By:	 	 /s/ Ronald Cami

	Name:	 	Ronald Cami
	Title:	 	Vice President
	
	TPG Bluegrass IV — AIV 2, L.P.
	By:	 	TPG GenPar IV, L.P.,
	its general partner
	By:	 	TPG GenPar IV Advisors, LLC,
	its general partner
		
	By:	 	 /s/ Ronald Cami

	Name:	 	Ronald Cami
	Title:	 	Vice President
	
	TPG Bluegrass V — AIV 1, L.P.
	By:	 	TPG GenPar V, L.P.,
	its general partner
	By:	 	TPG GenPar V Advisors, LLC,
	its general partner
		
	By:	 	 /s/ Ronald Cami

	Name:	 	Ronald Cami
	Title:	 	Vice President
	
	TPG Bluegrass V — AIV 2, L.P.
	By:	 	TPG GenPar V, L.P.,
	its general partner
	By:	 	TPG GenPar V Advisors, LLC,
	its general partner
		
	By:	 	 /s/ Ronald Cami

	Name:	 	Ronald Cami
	Title:	 	Vice President









 
			
	TPG FOF V — A, L.P.
	By:	 	TPG GenPar V, L.P.,
	its general partner
	By:	 	TPG GenPar V Advisors, LLC,
	its general partner
		
	By:	 	 /s/ Ronald Cami

	Name:	 	Ronald Cami
	Title:	 	Vice President
	
	TPG FOF V — B, L.P.
	By:	 	TPG GenPar V, L.P.,
	its general partner
	By:	 	TPG GenPar V Advisors, LLC,
	its general partner
		
	By:	 	 /s/ Ronald Cami

	Name:	 	Ronald Cami
	Title:	 	Vice President
	
	Address for Notices:
	
	c/o TPG Capital, L.P.
	345 California Street, Suite 3300
	San Francisco, CA 94104
	Attention: General Counsel
	
	with a copy to (which shall not constitute notice):
	
	 Debevoise & Plimpton LLP
 919 Third Avenue
 New York, New York 10022
 Attention: Paul S. Bird, Esq.










 
			
	Adolph Coors Jr. Trust U/A 9/12/69
	Augusta Coors Collbran Trust U/A 7/5/46
	Bertha Coors Munroe Trust B U/A 7/5/46
	Grover C. Coors Trust U/A 8/7/52
	Herman F. Coors Trust U/A 7/5/46
	Louise Coors Porter Trust U/A 7/5/46
	May Kistler Coors Trust U/A 9/24/65
		
	By:	 	Adolph Coors Company LLC Trustee
		
	By:	 	 /s/ Jeffrey H. Coors

	Name:	 	Jeffrey H. Coors
	Title:	 	Director
	
	Address for Notices:
	
	c/o Adolph Coors Company LLC
	Coors Family Trusts
	2120 Carey Avenue, Suite 412
	Cheyenne, WY 82001
	
	with a copy to (which shall not constitute notice):
	
	Long Reimer Winegar Beppler LLP
	2120 Carey Avenue, Suite 412
	Cheyenne, WY 82001
	Attention: Natalie K. Winegar
	
	Adolph Coors Foundation
		
	By:	 	 /s/ Jeffrey H. Coors

	Name:	 	Jeffrey H. Coors
	Title:	 	Trustee and Treasurer
	
	Address for Notices:
	
	c/o Adolph Coors Foundation
	Coors Family Trusts
	2120 Carey Avenue, Suite 412
	Cheyenne, WY 82001









 
	
	with a copy to (which shall not constitute notice):
	
	Long Reimer Winegar Beppler LLP
	2120 Carey Avenue, Suite 412
	Cheyenne, WY 82001
	Attention: Natalie K. Winegar
	
	with a copy to (which shall not constitute notice):
	
	Long Reimer Winegar Beppler LLP
	2120 Carey Avenue, Suite 412
	 Cheyenne, WY 82001
 Attention:
Natalie K. Winegar










 
			
	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/ Theresa A. Gore

	Name:	 	Theresa A. Gore
	Title:	 	Vice President, Treasurer &
		 	Assistant Secretary
	
	Address for Notices:
	
	Clayton, Dubilier & Rice Fund V Limited
	 Partnership

	c/o Clayton, Dubilier & Rice, LLC
	375 Park Avenue
	New York, New York 10152
	Attention: Donald J. Gogel
	
	with a copy to (which shall not constitute notice):
	
	 Debevoise & Plimpton LLP
 919 Third Avenue
 New York, New York 10022
 Attention: Paul S. Bird, Esq.










 
			
	Old Town S.A.
		
	By:	 	 /s/ Pierre Martinet

	Name:	 	Pierre Martinet
	Title:	 	Managing Director
	
	Address for Notices:
	
	Old Town S.A.
	22-24 Boulevard Royal
	L-2449 Luxembourg
	Attention: Mr. Pierre Martinet
	
	with a copy to (which shall not constitute notice):
	
	Paul, Weiss, Rifkind, Wharton & Garrison LLP
	1285 Avenue of the Americas
	New York, New York 10019
	Attention: Toby S. Myerson









 SCHEDULE A 

 

					
	 Investor
	  	Repurchase Shares	 
	 TPG Bluegrass IV — AIV 1, L.P.
	  	 	5,323,277	  
	 TPG Bluegrass IV — AIV 2, L.P.
	  	 	8,947,881	  
	 TPG Bluegrass V — AIV 1, L.P.
	  	 	5,167,987	  
	 TPG Bluegrass V — AIV 2, L.P.
	  	 	9,036,978	  
	 TPG FOF V — A, L.P.
	  	 	37,158	  
	 TPG FOF V — B, L.P.
	  	 	29,035	  
	 Adolph Coors Jr. Trust
	  	 	306,547	  
	 Augusta Coors Collbran Trust
	  	 	111,161	  
	 Bertha Coors Munroe Trust
	  	 	124,862	  
	 Grover C. Coors Trust
	  	 	4,811,352	  
	 Herman F. Coors Trust
	  	 	157,105	  
	 Louise Coors Porter Trust
	  	 	100,747	  
	 May Kistler Coors Trust
	  	 	189,035	  
	 Adolph Coors Foundation
	  	 	55,154	  
	 Clayton, Dubilier & Rice Fund V Limited Partnership
	  	 	7,391,024	  
	 Old Town S.A.
	  	 	7,391,024	  
		  	  
	  
	 
	 Total
	  	 	49,180,327