EX-10.2 AMENDMENT NO.2 TO CREDIT AGREEMENT



 





Exhibit 10.2




AMENDMENT NO. 2 TO CREDIT AGREEMENT




     This
Amendment No. 2 to Credit Agreement dated as of March 10, 2008 (this “Amendment”), is
made by and among GRAPHIC PACKAGING INTERNATIONAL, INC., a Delaware corporation (the “Borrower”),
GRAPHIC PACKAGING CORPORATION, a Delaware corporation (“Holding”), BANK OF AMERICA, N.A., a
national banking association organized and existing under the laws of the United States (“Bank of
America”), in its capacity as administrative agent for the Lenders (as defined in the Credit
Agreement (as defined below)) (in such capacity, the “Administrative Agent”), each of the Lenders
signatory hereto, and each of the Subsidiary Guarantors (as defined in the Credit Agreement)
signatory hereto. The Lenders signatory hereto comprise “Required Lenders” and the Revolving
Credit Lenders signatory hereto comprise “Required Revolving Lenders”.



WITNESSETH:




     WHEREAS, the Borrower, the Administrative Agent, and the Lenders have entered into that
certain Credit Agreement dated as of May 16, 2007 (as amended by Amendment No. 1 to Credit
Agreement dated as of March 10, 2008 (“Amendment No. 1”) and as hereby amended and as from time to
time further amended, modified, supplemented, restated, or amended and restated, the “Credit
Agreement”; capitalized terms used in this Amendment not otherwise defined herein shall have the
respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders have made
available to the Borrower a term loan facility and a revolving credit facility, including a letter
of credit facility; and



     WHEREAS, Holding, the Borrower and each of the Subsidiary Guarantors have entered into that
certain Guarantee and Collateral Agreement dated as of May 16, 2007 (as from time to time amended,
modified, supplemented, restated, or amended and restated, the “Guarantee and Collateral
Agreement”) (i) pursuant to which Holding and each Subsidiary Guarantor has guaranteed the payment
and performance of the obligations of the Borrower under the Credit Agreement and the other Loan
Documents, and (ii) which secures the Obligations of the Loan Parties under the Credit Agreement
and other Loan Documents; and



     WHEREAS, the Borrower has advised the Administrative Agent and the Lenders that the Borrower
desires to amend certain provisions of the Credit Agreement, all as set forth herein, and the
Administrative Agent and the Lenders signatory hereto are willing to effect such amendments on the
terms and conditions contained in this Amendment;



     NOW, THEREFORE, in consideration of the premises and further valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:




	1.	 	Amendments to Credit Agreement. Subject to the terms and conditions set forth
herein, the Credit Agreement is hereby amended as follows:






	 	(a)	 	The following definition of “Adjusted EBITDA” is inserted in
Subsection 1.1 in the appropriate alphabetical position therein:




 









 












	 	 	 	“Adjusted EBITDA”: for any period, EBITDA for such period
plus the amount of “run rate” cost savings projected by the Borrower
in good faith to be realized as a result of specified actions taken, or
expected to be taken, prior to or within twelve months of such period (which
cost savings shall be added to Adjusted EBITDA until fully realized and
calculated on a pro forma basis as though such cost savings had been
realized on the first day of such period), net of the amount of actual
benefits realized or expected to be realized from such actions;
provided, however, that (A) such cost savings are reasonably
identifiable and factually supportable, (B) “run rate” shall mean the full
recurring benefit that is associated with any action taken or expected to be
taken so long as some portion of such benefit is realized or expected to be
realized within twelve months of taking such action) and (C) the aggregate
amount of “run rate” cost savings that may be added back in any rolling
four-quarter period shall not exceed the lesser of (i) 10% of EBITDA for
such four quarter-period and (ii) $100,000,000.






	 	(b)	 	The following definition of “Altivity Transactions” is inserted in
Subsection 1.1 in the appropriate alphabetical position therein:






	 	 	 	“Altivity Transactions”: (a) the transactions contemplated by that
certain Transaction Agreement and Agreement and Plan of Merger (the
“Merger Agreement”), dated July 9, 2007, together with all exhibits
and schedules thereto entered into with Holding, Bluegrass Container
Holdings LLC (“BCH”), the Sellers (as defined therein), a newly
formed Delaware corporation (“Newco”), and a second newly formed
Delaware corporation and wholly owned subsidiary of Newco (“Merger
Sub”) and pursuant to which (i) Merger Sub will be merged with and into
Holding (the “Merger”) in accordance with the terms thereof, with
Holding surviving such Merger as a wholly owned subsidiary of Newco, and
(ii) each Seller will contribute to Newco, and Newco will acquire from each
such Seller in accordance with the terms thereof, the equity interests of
BCH owned by each such Seller in exchange for the issuance by Newco to each
such Seller of shares of common stock of Newco, (b) the refinancing of the
outstanding indebtedness of BCH as contemplated by Amendment No. 1 to this
Agreement, (c) the execution, delivery and performance of Amendment No. 2 to
this Agreement and (d) the payment of all transactions costs in connection
therewith.






	 	(c)	 	The following definition of “Amendment No. 2 Effectiveness Date” is
inserted in Subsection 1.1 in the appropriate alphabetical position therein:






	 	 	 	“Amendment No. 2 Effectiveness Date”:
March 10, 2008.






	 	(d)	 	The definition of “Arrangers” is amended, so that, as amended, such
definition shall read as follows:




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	 	 	 	“Arrangers”: each of Banc of America Securities LLC, Deutsche Bank
Securities Inc., J.P. Morgan Securities, Inc. and Goldman Sachs Credit
Partners L.P., each in its capacity as joint lead arranger.






	 	(e)	 	The definition of “Book Manager” is amended, so that, as amended, such
definition shall read as follows:






	 	 	 	“Book Manager”: each of Banc of America Securities LLC, Deutsche
Bank Securities Inc., Goldman Sachs Credit Partners L.P. and J.P. Morgan
Securities, Inc., each in its capacity as joint book manager.






	 	(f)	 	The definition of “Co-Documentation Agents” is amended, so that, as
amended, such definition shall read as follows:






	 	 	 	“Co-Documentation Agents”: as defined in the introductory paragraph
hereto; provided that, and on and after the Amendment No. 2 Effectiveness
Date, JPMorgan Chase Bank, N.A. shall be a “Co-Documentation Agent” and
LaSalle Bank National Association shall no longer be “Co-Documentation
Agent”.






	 	(g)	 	The following definition of “Consolidated Senior Secured Leverage
Ratio” is inserted in Subsection 1.1 in the appropriate alphabetical
position therein:






	 	 	 	“Consolidated Secured Leverage Ratio”: as of any date of
determination, the ratio of (a) Consolidated Indebtedness/Securitization, as
of such date of determination excluding therefrom all Consolidated
Indebtedness/ Securitization that is either (i) unsecured or (ii) Permitted
Subordinated Indebtedness or (iii) secured Indebtedness permitted to be
incurred by Foreign Subsidiaries under Subsection 8.2(l) to (b) Adjusted
EBITDA for the most recently ended Test Period.






	 	(h)	 	The following definition of “Cure Amount” is inserted in Subsection
1.1 in the appropriate alphabetical position therein:






	 	 	 	“Cure Amount”: as defined in Section 10.






	 	(i)	 	The following definition of “Cure Right” is inserted in Subsection
1.1 in the appropriate alphabetical position therein:






	 	 	 	“Cure Right”: as defined in Section 10.






	 	(j)	 	The following definition of “DOJ Required Asset Sale” is inserted in
Subsection 1.1 in the appropriate alphabetical position therein:






	 	 	 	“DOJ Required Sale Proceeds”: the Net Cash Proceeds of any sale or
other divestiture, whenever transacted, of assets required (or the agreement
to conduct such sale or divestiture within a certain period of time
following the closing of the Altivity Transactions is required) by the




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	 	 	 	United States Department of Justice as a condition precedent to its approval
and consent to the Altivity Transactions.






	 	(k)	 	The definition of “GAAP” is amended by adding the following after
“Closing Date,”:






	 	 	 	with respect to the covenants contained in subsection 8.18 and all defined
terms relating thereto, generally accepted accounting principles in the
United States of America in effect on the Amendment No. 2 Effectiveness
Date.






	 	(l)	 	The following definition of “JPMorgan Letters of Credit” is inserted in
Subsection 1.1 in the appropriate alphabetical position therein:






	 	 	 	“JPMorgan Letters of Credit”: those Letters of Credit described on
Schedule 5 to that certain Amendment No. 2 to Credit Agreement dated as
of March 10, 2008.






	 	(m)	 	The definition of “L/C Issuer” is amended by adding the following at
the end of such definition:






	 	 	 	The parties hereto acknowledge that JPMorgan Chase Bank, N.A. shall act (and
JPMorgan Chase Bank, N.A. hereby agrees to act) as an L/C Issuer with respect
to the JPMorgan Letters of Credit. In furtherance and not in limitation of
the foregoing, JPMorgan Chase Bank, N.A. agrees to (i) confirm receipt of
copies by the Administrative Agent of any amendments to the JPMorgan Letters
of Credit as described in subsection 3.1(b)(ii) and (ii) provide any notice
of drawing by any beneficiary with respect to the JPMorgan Letters of Credit
to the Administrative Agent as described in subsection 3.1(c)(i).






	 	(n)	 	The definition of “Letter of Credit” is amended by adding the following
after “hereunder” in the first line thereof:






	 	 	 	and shall include the JPMorgan Letters of Credit






	 	(o)	 	The definition of “Other Representatives” is amended, so that, as
amended, such definition shall read as follows:






	 	 	 	“Other Representatives”: each of Banc of America Securities LLC, in
its capacity as a Book Manager and an Arranger of the Commitments hereunder,
Deutsche Bank Securities Inc., in its respective capacities as a Book
Manager and an Arranger of the Commitments hereunder and as Syndication
Agent, Goldman Sachs Credit Partners L.P., in its capacities as a Book
Manager, and Arranger and a Co-Documentation Agent, J.P. Morgan Securities,
Inc., as a Book Manager and an Arranger of the Commitments hereunder,
JPMorgan Chase Bank, N.A. in its capacity as a Co-Documentation Agent,
Morgan Stanley Senior Funding, Inc., in its




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	 	 	 	capacity as a Co-Documentation Agent and each L/C Issuer, in its capacity as
such.






	 	(p)	 	The following definition of “Permitted Cure Security” is inserted in
Subsection 1.1 in the appropriate alphabetical position therein:






	 	 	 	“Permitted Cure Security”: an equity security of Holding having no
mandatory redemption, repurchase or similar requirements prior to 181 days
after the latest maturity date for any of the Loans (or other equity with
terms reasonably acceptable to the Administrative Agent to the extent
material to the interests of the Lenders), and upon which all dividends or
distributions (if any) shall be payable solely in additional shares of such
equity security.






	 	(q)	 	The definition of “Pricing Grid” is amended by deleting the last
sentence in its entirety and inserting the following in lieu thereof:






	 	 	 	Subject to subsection 4.4(c), each determination of the Consolidated
Leverage Ratio pursuant to the Pricing Grids shall be made in a manner
consistent with the determination thereof made on the certificate delivered
pursuant to subsection 7.2(b).






	 	(r)	 	The definition of “Pro Forma Compliance” is amended by:






	 	(i)	 	deleting “the Financial Covenants (regardless of whether any
Revolving Credit Commitment is then outstanding)” in the second and third line
and inserting “the financial covenants set forth in subsection 8.18” in lieu
thereof; and
	 
	 	(ii)	 	deleting each other instance of “Financial Covenants” or
“Financial Covenant” and inserting “covenants” or “covenant”, respectively, in
lieu thereof.






	 	(s)	 	The definition of “Reinvested Amount” is amended by:






	 	(i)	 	deleting “$150,000,000” in the fourth line and inserting
“$300,000,000” in lieu thereof;
	 
	 	(ii)	 	deleting “and” before subclause (b) of the proviso and
inserting “;” in lieu thereof; and
	 
	 	(iii)	 	inserting the following at the end of such definition before
the period:
	 
	 	 	 	and (c) in no event shall any portion of any Net Cash Proceeds constituting
DOJ Required Sale Proceeds be eligible to be “Reinvested Amounts” and any
such Net Cash Proceeds shall be used to prepay the Term Loans pursuant to
subsection 4.2(b)




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	 	(t)	 	The definition of “Subsidiary” is amended by deleting “subsection 8.1”
therefrom and inserting “subsection 8.18” in lieu thereof.
	 
	 	(u)	 	The following definition of “2008 Incremental Term Loans” is inserted
in Subsection 1.1 in the appropriate alphabetical position therein:






	 	 	 	“2008 Incremental Term Loans”: the Incremental Term Loans made on
the Amendment No. 2 Effectiveness Date.






	 	(v)	 	Subsection 3.1(a)(i) is amended by adding the following at the end of
such subsection:






	 	 	 	All JPMorgan Letters of Credit shall be deemed to have been issued pursuant
hereto, and from and after the Amendment No. 2 Effectiveness Date shall be
subject to and governed by the terms and conditions hereof.






	 	(w)	 	Subsection 3.1(h) is amended by adding the following after “issued” in
the second line thereof:






	 	 	 	(including any such agreement applicable to a JPMorgan Letter of Credit)






	 	(x)	 	Subsection 4.2(b)(y) is amended by deleting “as in effect on the
Closing Date” therefrom.
	 
	 	(y)	 	Subsection 4.2(g) is amended by deleting “optional prepayment or” from
the second line thereof.
	 
	 	(z)	 	Subsection 4.4 is amended by adding a new subsection (c) that reads as
follows:






(c) Notwithstanding any other provision of this Agreement to the contrary,
if, as a result of any restatement of or other adjustment to the financial
statements of Holding or for any other reason, the Borrower. Holding or the
Lenders determine that (i) the Consolidated Leverage Ratio as calculated by
the Borrower or Holding as of any applicable date was inaccurate and (ii) a
proper calculation of the Consolidated Leverage Ratio would have resulted in
higher pricing for such period, the Borrower shall immediately and
retroactively be obligated to pay to the Administrative Agent for the
account of the applicable Lenders or the L/C Issuer, as the case may be,
promptly on demand by the Administrative Agent (or, after the occurrence of
an actual or deemed entry of an order for relief with respect to the
Borrower under the Bankruptcy Code of the United States, automatically and
without further action by the Administrative Agent, any Lender or the L/C
Issuer), an amount equal to the excess of the amount of interest and fees
that should have been paid for such period over the amount of interest and
fees actually paid for such period. This subsection 4.4(c) shall not limit
the rights the Administrative Agent, any Lender or the L/C Issuer, as the
case may be, otherwise available hereunder. The Borrower’s obligations
under this subsection 4.4(c) shall survive the



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	 	 	 	termination of the Aggregate Commitments and the repayment of all other
Obligations hereunder.






	 	(aa)	 	Clause (ii) of Subsection 7.2(b) is amended, so that, as amended, such
clause shall read as follows:






(ii) setting forth the calculations required to determine (x) compliance
with all covenants set forth in subsection 8.18 and (y) the Consolidated
Leverage Ratio relating to the end of the fiscal quarter immediately
preceding the applicable Adjustment Date.




	 	(bb)	 	Subsection 8.1 is amended, so that, as amended, such subsection shall
read as follows:






8.1 [Intentionally Omitted.]




	 	(cc)	 	Subsection 8.6(i) is amended so that, as amended, such subsection shall
read as follows:






(i) (x) any Asset Sale contemplated on Schedule 8.6(i), or (y) any other
Asset Sales by the Borrower or any of its Subsidiaries, provided
that in the case of any such Asset Sale under this clause (y), (1) with
respect to any Asset Sale (or group of related Asset Sales) having a
purchase price in excess of $5,000,000 on an individual basis or in excess
of $25,000,000 when taken together with the purchase price of all other
prior Asset Sales (or group of related Asset Sales) pursuant to this clause
(y) with purchase prices in excess of $500,000 but not in excess of
$5,000,000, the Person making such Asset Sale shall receive not less than
75% of such consideration in the form of cash or Cash Equivalents;
provided that (A) for the purposes of this subclause (1), any
securities received by a Person making an Asset Sale from the applicable
purchaser that are converted into cash within 180 days following the closing
of the applicable Asset Sale shall be deemed to be cash to the extent of the
cash received that is applied to prepay Loans or reinvested in accordance
with subsection 4.2(b)(ii) and (B) any liabilities (as shown or included on
the Borrower’s or such Subsidiary’s most recent balance sheet provided
hereunder (or in the footnotes thereto) of the Borrower or such Subsidiary)
with respect to Indebtedness secured by a first-priority Lien on the assets
subject to such Asset Sale (including, without limitation, any Financing
Lease) that are assumed by the transferee with respect to the applicable
Asset Sale and for which the Borrower and/or any applicable Subsidiaries
obligated thereunder shall have been validly released by all applicable
creditors in writing shall be deemed to be cash; and (2) the Net Cash
Proceeds of such Asset Sale less the Reinvested Amount is applied in
accordance with subsection 4.2(b)(ii).



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	 	(dd)	 	Subsection 8.11 is amended so that, as amended, such subsection shall
read as follows:






8.11 Limitation on Sale and Leaseback Transactions. Enter into any
arrangement with any Person providing for the leasing by the Borrower or any
of its Subsidiaries of real or personal property which has been or is to be
sold or transferred by the Borrower or any such Subsidiary to such Person or
to any other Person to whom funds have been or are to be advanced by such
Person on the security of such property or rental obligations of the
Borrower or such Subsidiary (any of such arrangements, a “Sale and
Leaseback Transaction”), except for Sale and Leaseback Transactions
permitted by Subsection 8.6(i) so long as an amount equal to 100% of the Net
Cash Proceeds of such Sale and Leaseback Transaction is applied in
accordance with subsection 4.2(b)(iv).




	 	(ee)	 	The following Subsection 8.18 is hereby added at the end of Section
8:






8.18 Consolidated Secured Leverage Ratio. Permit the Consolidated
Secured Leverage Ratio as at the last day of any Test Period ending with any
fiscal quarter set forth below to exceed the ratio set forth below opposite
such fiscal quarter:



	 	 	 	 	 
	Fiscal Quarter	 	Consolidated Secured
 Leverage Ratio	 
	January 1, 2008 — September 30, 2008
	 	 	5.25 to 1.00	 
	October 1, 2008 — September 30, 2009
	 	 	5.00 to 1.00	 
	October 1, 2009 and thereafter
	 	 	4.75 to 1.00	 







	 	(ff)	 	Subsection 9(c) is deleted in its entirety and the following is
inserted in lieu thereof:






(c) Any Loan Party shall default in the observance or performance of any
agreement contained in subsection 7.7(a) or Section 8 of this Agreement;
provided that, in the case of a default in the observance or
performance of its obligations under subsection 7.7(a) hereof, such default
shall have continued unremedied for a period of two days after a Responsible
Officer of the Borrower shall have discovered or should have discovered such
default; or




	 	(gg)	 	The paragraph following Subsection 9(m) is deleted in its entirety and
the following is inserted in lieu thereof:






then, and in any such event, (A) if such event is an Event of Default
specified in clause (i) or (ii) of paragraph (f) above with respect to the
Borrower, automatically the Revolving Credit Commitments and the Term



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	 	 	 	Commitments, if any, shall immediately terminate and the Loans hereunder
(with accrued interest thereon) and all other amounts owing under this
Agreement (including, without limitation, all amounts of L/C-BA Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit
shall have presented the documents required thereunder) shall immediately
become due and payable, and (B) if such event is any other Event of Default,
either or both of the following actions may be taken: (i) with the consent
of the Required Lenders, the Administrative Agent may, or upon the request
of the Required Lenders the Administrative Agent shall, by notice to the
Borrower, declare the Revolving Credit Commitments and the Term Commitments
to be terminated forthwith, whereupon the Revolving Credit Commitments and
the Term Commitments, if any, shall immediately terminate; and (ii) with the
consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice
to the Borrower, declare the Loans hereunder (with accrued interest thereon)
and all other amounts owing under this Agreement (including, without
limitation, all amounts of L/C-BA Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit or Bankers’
Acceptances shall have presented the documents required thereunder) to be
due and payable forthwith, whereupon the same shall immediately become due
and payable.






	 	(hh)	 	Section 9 is amended by adding the following at the end of such Section:






	 	 	 	Notwithstanding anything to the contrary contained in this Section 9, in the
event that the Borrower fails to comply with the requirements of subsection
8.18, on and after the Amendment No. 2 Effectiveness Date and until the
expiration of the 10th day subsequent to the date the financial statements,
for the period with respect to which the Borrower elects to exercise its
Cure Right (as defined below) in accordance herewith, are required to be
delivered by the Borrower pursuant to Subsection 7.1, the Borrower shall
have the right to request that Holding issue Permitted Cure Securities for
cash or otherwise receive cash contributions to the capital of Holding and
upon contribution by Holding of such cash (the “Cure Amount”) to the
Borrower (collectively, such issuance and contribution referred to as the
“Cure Right”) pursuant to the exercise by the Borrower of such Cure
Right, at the request of the Borrower the Consolidated Secured Leverage
Ratio for purposes of determining compliance with subsection 8.18 shall be
recalculated giving effect to the following pro forma adjustments:






     (i) Adjusted EBITDA shall be increased, solely for the purpose
of measuring the Consolidated Secured Leverage Ratio and not for any
other purpose under this Agreement, by an amount equal to the Cure
Amount; and



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     (ii) if, after giving effect to the foregoing recalculations,
the Borrower shall then be in compliance with the requirements of
subsection 8.18, the Borrower shall be deemed to have satisfied the
requirements of subsection 8.18 as of the relevant date of
determination with the same effect as though there had been no
failure to comply therewith at such date, and the applicable breach
or default of subsection 8.18 that had occurred shall be deemed
cured for this purposes of this Agreement.




	 	 	 	Notwithstanding anything herein to the contrary, (a) in each
four-fiscal-quarter period there shall be at least one fiscal quarter in
which the Cure Right is not exercised, (b) the Cure Amount shall be no
greater than the amount required for purposes of complying with subsection
8.18 and (c) all Cure Amounts shall be disregarded for purposes of
determining any baskets and Pro Forma Compliance with respect to the
covenants contained in the Loan Documents.






	 	(ii)	 	Subsection 11.16 is amended by adding “or on or prior to the Amendment
No. 2 Effectiveness Date” after “the Closing Date” on the second line thereof.





     2. Effectiveness; Conditions Precedent. This Amendment and the amendments to the
Credit Agreement herein provided shall become effective upon satisfaction of the following
conditions precedent (the date of satisfaction thereof, the “Amendment Effectiveness Date”):



     (a) Documents. The Administrative Agent shall have received each of the following:




     (i) counterparts of this Amendment, duly executed by Holding, the Borrower, the
Administrative Agent, each Subsidiary Guarantor, the Required Lenders and the Required
Revolving Lenders, as applicable;




     (ii) each of the Assumption Agreements, in the form attached to the Guarantee and
Collateral Agreement, executed and delivered by a duly authorized officer of each Person
becoming a Subsidiary of the Borrower on the Amendment Effectiveness Date (other than a
Foreign Subsidiary, a Subsidiary of a Foreign Subsidiary, or a Receivables Subsidiary)
(collectively the “Joining Guarantors”) and an Acknowledgement and Consent in the form
attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer
(as defined therein), if any, that is not a Joining Guarantor; and




     (iii) Revolving Credit Notes and Term Notes executed by the Borrower in favor of each
Lender requesting a Revolving Credit Note or the Term Notes, as applicable.



     (b) Termination of Altivity Credit Facilities and Letters of Credit. The
Administrative Agent shall receive, substantially concurrently with the satisfaction of the other
conditions precedent set forth in this Section 2, evidence reasonably satisfactory to it that (A)
the first and second lien credit agreements, each dated as of June 30, 2006 (each as amended,
supplemented or otherwise modified from time to time prior to the Amendment Effectiveness Date, the
“Altivity Credit Facilities”) among Bluegrass Container Holdings LLC, Altivity



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Packaging, LLC, JPMorgan Chase Bank, N.A., as administrative agent under the first lien credit
agreement, Lehman Commercial Paper Inc., as administrative agent under the second lien credit
agreement, the lenders from time to time party to each such agreement, and the other persons party
to each such agreement shall be simultaneously terminated, (B) all amounts thereunder shall be
simultaneously paid in full, (C) all letters of credit in connection with the Altivity Credit
Facilities shall be incorporated as Letters of Credit deemed issued under the Credit Agreement and
the Administrative Agent shall have received reasonably satisfactory information with respect
thereto and (D) arrangements reasonably satisfactory to the Administrative Agent shall have been
made for the termination of Liens and security interests granted in connection therewith.




     (c) Solvency Certificate. The Administrative Agent shall have received a solvency
certificate from an authorized financial officer of Holding and the Borrower, certifying that after
giving effect to the transactions to occur on the date hereof (including without limitation the
entering into by the respective Loan Parties of this Amendment, the Assumption Agreements and the
other Loan Documents on the date hereof, the Altivity Transactions and the incurrence of
Indebtedness under the Loan Documents on the date hereof), Holding, the Borrower and their
respective Subsidiaries, measured on a consolidated basis, are Solvent.



     (d) Financial Information. The Lenders that are signatories hereto shall have
received copies of (x) pro forma consolidated balance sheet and related pro forma consolidated
statement of income of the Borrower as of and for the twelve-month period ending on the last day of
the most recently completed four-fiscal quarter period ended at least 45 days prior to the
Amendment Effectiveness Date, prepared after giving effect to the Altivity Transactions as if the
Altivity Transactions had occurred as of such date (in the case of such balance sheet) or at the
beginning of such period (in the case of such other financial statements)(it being understood that
the proforma consolidated statements ending December 31, 2007 and any future pro forma statements
shall incorporate a valuation of assets acquired pursuant to the Altivity Transactions performed as
of September 30, 2007) and (y) audited consolidated balance sheets and related statements of
income, stockholders’ equity and cash flows of Bluegrass Container Holdings LLC for the most
recently completed fiscal year ended December 31, 2006 (and, to the extent the Amendment
Effectiveness Date occurs on or after March 31, 2008, the fiscal year ended December 31, 2007) and
(z) unaudited consolidated balance sheets and related statements of income, stockholders’ equity
and cash flows of Bluegrass Container Holdings LLC for each subsequent fiscal quarter after
December 31, 2006 ended at least 45 days before the Amendment Effectiveness Date.



     (e) Merger Certificates. The Administrative Agent shall have received (x) a
certificate of a Responsible Officer of Holding and the Borrower attaching a true, correct and
complete copy of the Merger Agreement, together with all schedules and exhibits thereto, and
certifying as to the consummation of the transaction described therein without giving effect to any
modifications, amendments or waivers thereto that are material and adverse to the Lenders (as
reasonably determined by the Administrative Agent), without the prior consent of the Administrative
Agent (such consent not to be unreasonably withheld or delayed); it being further agreed that any
modification, amendment or waiver of the representation and warranty set forth in Section
3.1(f)(ii) of the Merger Agreement, including any of the definitions referred to in such



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section, shall be deemed to be material and adverse to the Lenders and (y) a copy of the
Certificate of Merger filed pursuant to Section 1.2(a) of the Merger Agreement.




     (f) Lien Searches. The Administrative Agent shall have received the results of a
recent search by a Person reasonably satisfactory to the Administrative Agent, of the Uniform
Commercial Code and tax lien filings which have been filed with respect to personal property of
Persons that are becoming Subsidiaries of the Borrower pursuant to the Altivity Transaction in any
of the jurisdictions set forth in Schedule 3.



     (g) Legal Opinions. The Administrative Agent shall have received the following
executed legal opinions:




     (i) the executed legal opinion of Alston & Bird, LLP, special New York counsel
to each of Holding, the Borrower and the other Loan Parties, substantially in the
form of Exhibit A-1;




     (ii) the executed legal opinion of Stephen A. Hellrung, counsel to each of
Holding, the Borrower and certain other Loan Parties, substantially in the form of
Exhibit A-2;




     (iii) the executed legal opinion of Friday, Eldredge & Clark, LLP, special
Arkansas counsel to certain Loan Parties, substantially in the form of Exhibit A-3;




     (iv) the executed legal opinion of Fairfield & Woods, P.C., special Colorado
counsel to certain Loan Parties, substantially in the form of Exhibit A-4; and




     (v) the executed legal opinion of Mandell Menkes LLC, special Illinois counsel
to certain Loan Parties, substantially in the form of Exhibit A-5.



     (h) Closing Certificate. The Administrative Agent shall have received a certificate
from each Loan Party, dated the Amendment Effectiveness Date, substantially in the form of Exhibit
B hereto, with appropriate insertions and attachments.



     (i) Financing Statements; Intellectual Property Filings. The Administrative Agent
shall have received (i) evidence in form and substance reasonably satisfactory to it that financing
statements on Form UCC-1 in each jurisdiction set forth on Schedule 3 hereto shall have been filed
or shall be ready to be filed promptly following the Amendment Effectiveness Date, and (ii) duly
executed Notices of Security Interests in proper form for filing with the United States Patent and
Trademark Office and the United States Copyright Office, applicable, necessary or, in the
reasonable opinion of the Administrative Agent, advisable to perfect the Liens created by the
Security Documents in registered patents, trademarks, copyrights and applications therefor.



     (j) Pledged Stock; Stock Powers. The Administrative Agent shall have received the
certificates, if any, representing the Pledged Stock in which such Joining Guarantors have rights
under (and as defined in) the Guarantee and Collateral Agreement, together with an undated



12









 




stock power for each such certificate executed in blank by a duly authorized officer of the
pledgor thereof.




     (k) Fees. The Administrative Agent and the Lenders shall have received all fees and
expenses required to be paid or delivered by the Borrower to them on or prior to the Amendment
Effectiveness Date.



     (l) Loan Notice. The Administrative Agent shall have received a Loan Notice of the
Borrower, dated on or before the Amendment Effectiveness Date, with appropriate insertions and
attachments, executed by a Responsible Officer of the Borrower.



     (m) Corporate Proceedings of the Loan Parties. The Administrative Agent shall have
received a copy of the resolutions, in form and substance reasonably satisfactory to the
Administrative Agent, of the board of directors or comparable body of each Holdings, the Borrower
and the Joining Guarantors authorizing, as applicable, (i) the execution, delivery and performance
of this Amendment, any Notes and the other Loan Documents to be executed by such Loan Party in
connection with this Amendment, (ii) the Credit Extensions to such Loan Party (if any) to occur on
the Amendment Effectiveness Date and (iii) the granting by such Loan Parties of the Liens to be
created pursuant to the Security Documents, certified by the Secretary or an Assistant Secretary
(or other individual providing similar duties) of such Loan Party as of the Amendment Effectiveness
Date, which certificate shall be in form and substance reasonably satisfactory to the
Administrative Agent and shall state that the resolutions thereby certified have not been amended,
modified (except as any later such resolution may modify any earlier such resolution), revoked or
rescinded and are in full force and effect.



     (n) Incumbency Certificates of the Loan Parties. The Administrative Agent shall have
received a certificate of each of Holdings, the Borrower and the Joining Guarantors, dated the
Amendment Effectiveness Date, as to the incumbency and signature of the officers or other
individuals executing any Loan Documents on behalf of such Loan Party executing any Loan Document,
reasonably satisfactory in form and substance to the Administrative Agent, executed by a
Responsible Officer and the Secretary or any Assistant Secretary (or other individual providing
similar duties) of such Loan Party.



     (o) Governing Documents. The Administrative Agent shall have received copies of the
certificate or articles of incorporation and by-laws (or other similar governing documents serving
the same purpose) of each of Holdings, the Borrower and the Joining Guarantors, certified as of the
Amendment Effectiveness Date as complete and correct copies thereof by the Secretary or an
Assistant Secretary (or other individual providing similar duties) of such Loan Party, or (with
respect to any such Loan Party which delivered such governing documents on the Closing Date) a
certificate from each applicable Loan Party certifying as to the absence of any amendment or change
to such governing documents since the Closing Date.



     (p) Good Standing Certificates. The Administrative Agent shall have received
certificates issued as of a recent date by the Secretaries of State or comparable official of the
jurisdiction of formation of each of Holdings, the Borrower and the Joining Guarantors as to the
due existence and good standing of such Person.



13









 





     (q) Insurance. The Administrative Agent shall have received evidence in form and
substance reasonably satisfactory to it that all of the requirements of subsection 7.5 of the
Credit Agreement and subsection 5.2.2 of the Guarantee and Collateral Agreement shall have been
satisfied.



     (r) Amendment No. 1. The Administrative Agent shall have received a copy of the
effective Amendment No.1 to the Credit Agreement dated as of the date hereof duly executed by the
Borrower, Holding, the Subsidiary Guarantors, the Lenders party thereto.



     (s) Fees and Expenses. All of the fees and expenses payable on the Closing Date under
(and as defined in) the Amended and Restated Commitment Letter dated January 12, 2008 by and among
Holding and the Initial Lenders and Joint Bookrunners named therein and that certain Amended and
Restated Fee Letter dated January 12, 2008 by and among Holding and the Initial Lenders and Joint
Bookrunners named therein (collectively, the “Commitment Documents”) shall have been paid
in full (without prejudice to final settling of accounts for such fees and expenses).



     3. Consent of the Guarantors. Each Guarantor hereby consents, acknowledges and agrees
to the amendments set forth herein and hereby confirms and ratifies in all respects the Guarantee
and Collateral Agreement (including without limitation the continuation of such Guarantor’s payment
and performance obligations thereunder upon and after the effectiveness of this Amendment and the
amendments contemplated hereby) and the enforceability of the Guarantee and Collateral Agreement
against such Guarantor in accordance with its terms.



     4. Representations and Warranties. In order to induce the Administrative Agent and
the Lenders to enter into this Amendment, each Loan Party represents and warrants to the
Administrative Agent and the Lenders as follows:



     (a) The representations and warranties made by each Loan Party in Subsection 5 of the
Credit Agreement and in each of the other Loan Documents to which such Loan Party is a party or
which are contained in any certificate furnished by or on behalf of such Loan Party pursuant to any
of the Loan Documents to which it is a party are true and correct in all material respects on and
as of the date hereof, with the same effect as if made on the date hereof, except for
representations and warranties expressly stated to relate to an earlier date in which case such
representations and warranties are true and correct in all material respects as of such earlier
date.



     (b) To the Borrower’s knowledge, (i) the real estate set forth on Part II of Schedule 2 hereto
includes all real properties owned in fee by the Joining Guarantors as of the Amendment
Effectiveness Date where the fair market value of the land and improvements thereon exceeds
$3,000,000 and (ii) the leased real estate set forth on Part III of Schedule 2 constitute all of
the real properties leased by the Joining Guarantors as of the Amendment Effectiveness Date that
have inventory located thereon having a fair market value in excess of $1,000,000.



     (c) The Persons appearing as Subsidiary Guarantors on the signature pages to this Amendment
constitute all Persons who are required to be Subsidiary Guarantors pursuant to the terms of the
Credit Agreement and the other Loan Documents, including without limitation all Persons who became
Subsidiaries or were otherwise required to become Subsidiary Guarantors



14









 




after the Closing Date, and each of such Persons has become and remains a party to the
Guarantee and Collateral Agreement as a “Guarantor”.




     (d) This Amendment has been duly authorized, executed and delivered by Holding, the Borrower
and the Subsidiary Guarantors party hereto and constitutes a legal, valid and binding obligation of
such parties, except as may be limited by general principles of equity or by the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’
rights generally.



     (e) No Default or Event of Default has occurred and is continuing.



     5. Entire Agreement. This Amendment, together with all the Loan Documents and the
provisions of the Commitment Documents that survive the Closing Date (collectively, the “Relevant
Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to
the subject matter hereof and supersedes any prior negotiations and agreements among the parties
relating to such subject matter. No promise, condition, representation or warranty, express or
implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has
relied on any such promise, condition, representation or warranty. Each of the parties hereto
acknowledges that, except as otherwise expressly stated in the Relevant Documents, no
representations, warranties or commitments, express or implied, have been made by any party to the
other in relation to the subject matter hereof or thereof. None of the terms or conditions of this
Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and
in accordance with Subsection 11.1 of the Credit Agreement.



     6. Full Force and Effect of Agreement. Except as hereby specifically amended,
modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed
and ratified in all respects and shall be and remain in full force and effect according to their
respective terms.



     7. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original as against any party whose signature appears thereon, and all
of which shall together constitute one and the same instrument. Delivery of an executed
counterpart of a signature page of this Amendment by telecopy or electronic delivery
(including by .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.



     8. Governing Law. This Amendment shall in all respects be governed by, and construed
in accordance with, the laws of the State of New York applicable to contracts executed and to be
performed entirely within such State, and shall be further subject to the provisions of
Subsection 11.15 of the Credit Agreement.



     9. Enforceability. Should any one or more of the provisions of this Amendment be
determined to be illegal or unenforceable as to one or more of the parties hereto, all other
provisions nevertheless shall remain effective and binding on the parties hereto.



     10. References. All references in any of the Loan Documents to the “Credit Agreement”
shall mean the Credit Agreement, as amended hereby and as further amended, supplemented or
otherwise modified from time to time, and all references in the Credit



15









 




Agreement to the “Loan Documents” shall include this Amendment (including, without limitation,
the provisions of Section 12 hereof).




     11. Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the Borrower, Holding, the Administrative Agent, each of the Subsidiary Guarantors and
the Lenders, and their respective successors, legal representatives, and assignees to the extent
such assignees are permitted assignees as provided in Subsection 11.6 of the Credit
Agreement.



     12. Real Estate Collateral; Related Deliveries; Intellectual Property Searches.



     (a) The Borrower shall, and shall cause its Subsidiaries (including, without limitation, the
Joining Guarantors) to cause to be delivered to the Administrative Agent those items listed below
as soon as practicable and in any event within the applicable time period(s) set forth below or
such longer period as the Administrative Agent shall otherwise agree.




     (i) On or before the date that is 90 calendar days after the Amendment Effectiveness
Date, an amended and restated mortgage, deed to secure debt or deed of trust with respect to
each of the Mortgages entered into on the Closing Date (the “Amended Mortgages”), set forth
in Part I of Schedule 2 attached hereto and a fee mortgage, deed to secure debt or deed of
trust with respect to each property set forth in Part II of Schedule 2 attached hereto, but
excluding the two properties owned by Joining Guarantors located at 3389 Powers Avenue in
Jacksonville, Florida and 101 Stone Boulevard in Cantonment, Florida, respectively, and
including a mortgage with respect to the property owned by a Joining Guarantor located at
1525 S. Second Street in Pekin, Illinois (subject to such express exclusions and inclusion,
collectively, the “New Altivity Mortgages”), and a new deed of trust with respect to the
property owned by Borrower located at 3400 N. Marine Drive, Portland, Oregon (such deed of
trust, together with the New Altivity Mortgages, collectively, the “New Mortgages”), in each
case executed and delivered by a duly authorized officer of the Loan Party signatory thereto
and substantially in the form attached hereto as Exhibit C attached hereto, in each case
together with (A) the executed legal opinions of special local counsel in the jurisdictions
set forth in Schedule 4 with respect to collateral security matters in connection with the
Insured New Mortgages (as defined below), each in form and substance reasonably satisfactory
to the Administrative Agent, and (B) with respect to any of the Mortgaged Properties located
in an area identified by the Secretary of Housing and Urban Development as having special
flood hazards if the Administrative Agent shall have delivered notice(s) to the relevant
Loan Party as required pursuant to Section 208.8(e)(3) of Regulation H of the Board, such
Loan Party shall have delivered an acknowledgement to the Administrative Agent;
provided, that the failure to deliver the New Altivity Mortgage with respect to that
certain property located at 6385 Cochran Road in Solon, Ohio with a legal description that
conforms to the survey approved by the Administrative Agent shall not constitute an Event of
Default hereunder so long as the Borrower continues to make diligent commercially reasonable
efforts as may be necessary to have the such legal description approved by the Cuyahoga
County Engineer or other appropriate official of Cuyahoga County or City of Solon, Ohio so
that such mortgage can be recorded with such legal description.



16









 






     (ii) On or before the date that is 90 calendar days after the Amendment Effectiveness
Date, (A) an irrevocable written commitment to issue a mortgagee’s title policy (or
policies) to the Administrative Agent in connection with each of the New Mortgages for the
properties set forth on Schedule 1 attached hereto (the “Insured New Mortgages”) in the form
of the pro forma mortgage loan title insurance policies described in Part II of Schedule 1
attached hereto, and (B) in respect of each of the Amended Mortgages, an irrevocable written
commitment to issue a date down endorsement to the mortgagee’s title policy issued to the
Administrative Agent in connection with the Mortgages, revising the effective date of such
policies through the date of recording of the Amended Mortgages and amending such policies
to insure the Amended Mortgages with no further encumbrances except those permitted by
subsection 8.3 of the Credit Agreement and as may otherwise be approved by the
Administrative Agent, such approval not to be unreasonably withheld. Each such policy for
the Insured New Mortgages shall (1) be in the amount set forth with respect to such policy
in Part I of Schedule 1 attached hereto; (2) insure that the New Mortgage insured thereby
creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of
all defects and encumbrances, except those permitted by subsection 8.3 of the Credit
Agreement and as may otherwise be approved by the Administrative Agent, such approval not to
be unreasonably withheld; (3) name the Administrative Agent for the benefit of the Lenders
as the insured thereunder; (4) be in the form of an ALTA Loan Policy; (5) contain such
endorsements and affirmative coverage as were contained in the pro forma mortgage loan title
insurance policies set forth in Part II of Schedule 1, provided, however, that in no event
shall the Borrower be obligated to provide affirmative endorsements for “creditors rights”
coverage if the applicable title insurance company declines to provide such coverage; and
(6) be issued by the title insurance companies identified in the pro forma mortgage loan
title insurance policies set forth in Part II of Schedule I, or such other title insurance
companies approved by Administrative Agent, such approval not to be unreasonably withheld,
and with re-insurance as previously delivered to the Administrative Agent. On or before the
date such commitments and policies are required to be delivered, the Borrower shall deliver
to the Administrative Agent (I) evidence reasonably satisfactory to it that all premiums in
respect of each such policy or date down endorsement, and all charges for mortgage recording
tax, if any, have been paid; and (II) a copy of all recorded documents referred to, or
listed as exceptions to title in, the pro forma title policies or date down endorsements
referred to in this subsection and a copy, certified by such parties as the Administrative
Agent may deem reasonably appropriate, of all other documents affecting the property covered
by each Insured New Mortgage as shall have been reasonably requested by the Administrative
Agent, to the extent such copies are available to be obtained by a Loan Party with its use
of commercially reasonable efforts.



     (b) The Borrower shall, and/or shall cause its Subsidiaries (including, without limitation,
the Joining Guarantors) to use its commercially reasonable efforts to cause to be delivered to the
Administrative Agent on or before the date that is 90 calendar days after the Amendment
Effectiveness Date a consent and waiver of lien, substantially in the form of Exhibit D or such
other form as may be reasonably satisfactory to the Administrative Agent, from the lessor of the
premises leased by any Joining Guarantor located at each address set forth on Part III of Schedule
2, as well as those premises leased by Joining Guarantors and located at 2250



17









 




Zanker Road in San Jose, California, the so-called “West Chicago Warehouse” in Chicago,
Illinois, 115 Koomler in LaPorte, Indiana and 1006 Norwalk Street in Greensboro, North Carolina;
provided, that the obligation to use commercially reasonable efforts to obtain the items in
this Section 12(b) shall in any event expire on the date 120 calendar days after the Amendment
Effectiveness Date.




     (c) If at any time a Responsible Officer of the Borrower knows that the substance of the
representation set forth in Section 4(b)(i) (i.e., as such representation would have read in the
absence of the qualification as to Borrower’s knowledge) was inaccurate as of the Amendment
Effectiveness Date with respect to any real property then owned in fee simple by a Joining
Guarantor, the Borrower shall cause such Joining Guarantor to deliver to the Administrative Agent
as soon as practicable, and in any event within 90 calendar days after the date such Responsible
Officer of the Borrower has such knowledge, or such longer period as may otherwise be approved by
the Administrative Agent, such approval not to be unreasonably withheld, a mortgage covering such
real property substantially in the form attached hereto as Exhibit C attached hereto, as well as
such title insurance policies and other documents as the Administrative Agent shall reasonably
request in connection with the grant of such interest (in light of the value of such real property
and the cost and availability of such title insurance policies and other documents, whether the
delivery of such title insurance and other documents would be customary in connection with such
grant of such interest in similar circumstances, and whether similar deliveries were required
pursuant to Section 12(a)(i) and (ii) of this Amendment); provided, that under no such
circumstances shall any such mortgage or other documents be required with respect to the two real
properties owned by Joining Guarantors located at 3389 Powers Avenue in Jacksonville, Florida and
101 Stone Boulevard in Cantonment, Florida, respectively, it being acknowledged that the fair
market value of each such real property, to the Borrower’s knowledge, exceeds $3,000,000, but that
the Administrative Agent and the Borrower have expressly agreed to exclude such real properties
from the collateral pool; and further provided that no such other documents shall
be required to the extent the fair market value of such real property is equal to or less than
$5,000,000. In addition, if at any time a Responsible Officer of the Borrower knows that the
substance of the representation set forth in Section 4(b)(ii) (i.e., as such representation would
have read in the absence of the qualification as to Borrower’s knowledge) was inaccurate as of the
Amendment Effectiveness Date with respect to any location then leased or otherwise occupied by a
Joining Guarantor, the Borrower shall use its commercially reasonable efforts to cause to be
delivered to the Administrative Agent, as soon as practicable and in any event within 90 calendar
days after the date such Responsible Officer of the Borrower has such knowledge, a consent and
waiver of lien, as described in Section 12(b), as to such location; provided, that the obligation
to use commercially reasonable efforts to obtain the items in this sentence shall in any event
expire on the date 120 calendar days after becoming aware of such material inventory location.



     (d) The failure of the Borrower to perform its obligations under this Section 12 by the
date(s) required as set forth above shall constitute a default hereunder and a Default under clause
(d) of Section 9 of the Credit Agreement, and, without limiting the foregoing, all rights, powers,
remedies and restrictions, including restrictions on extensions of credit, under the Loan Documents
resulting from a Default shall be applicable.




18











 





     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and
delivered by their duly authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	BORROWER:



GRAPHIC PACKAGING INTERNATIONAL, INC., as Borrower

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	HOLDING:



GRAPHIC PACKAGING CORPORATION, as Holding

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	SUBSIDIARY GUARANTORS:



SLEVIN SOUTH COMPANY

 	 
	 	By:  	/s/ Stephen A. Hellrung
 	 
	 	 	Name:  	Stephen A. Hellrung 	 
	 	 	Title:  	Senior Vice President, General Counsel
and Secretary 	 
	 
	 	GOLDEN TECHNOLOGIES COMPANY, INC.

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	GOLDEN EQUITIES, INC.

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 



Graphic Packaging International, Inc.

Amendment No. 2 to Credit Agreement

Signature Page





 









 








	 	 	 	 	 
	 	LAUENER ENGINEERING LIMITED

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	ALTIVITY PACKAGING, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	BATTLE CREEK PROPERTIES, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	BLUEGRASS CONTAINER CANADA HOLDINGS, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	BLUEGRASS CONTAINER HOLDINGS, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	BLUEGRASS FLEXIBLE PACKAGING COMPANY, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 


 Graphic Packaging International, Inc.

Amendment No. 2 to Credit Agreement

Signature Page




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BLUEGRASS FOLDING CARTON COMPANY, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	BLUEGRASS LABELS COMPANY, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	BLUEGRASS MILLS HOLDINGS COMPANY, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	BLUEGRASS MULTIWALL BAG COMPANY, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	BLUEGRASS SLC CORP.

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	FCC REAL ESTATE, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 


 Graphic Packaging International, Inc.

Amendment No. 2 to Credit Agreement

Signature Page




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FHI PROPERTIES, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	FIELD CONTAINER COMPANY L.P.

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	FIELD CONTAINER MANAGEMENT COMPANY, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	FIELD CONTAINER MANAGEMENT, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	FIELD CONTAINER QUERETARO (USA), L.L.C.

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	HANDSCHY HOLDINGS, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 


 Graphic Packaging International, Inc.

Amendment No. 2 to Credit Agreement

Signature Page




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HANDSCHY INDUSTRIES, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	MARION PROPERTIES, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	MCP MANAGEMENT, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	MICHIGAN PAPERBOARD, LP

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	PEKIN PAPERBOARD COMPANY, L.P.

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	PEKIN PAPERBOARD MANAGEMENT, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 


 Graphic Packaging International, Inc.

Amendment No. 2 to Credit Agreement

Signature Page




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PEKIN PROPERTIES, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	RIVERDALE INDUSTRIES, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	TUSCALOOSA PROPERTIES, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	WEST MONROE PROPERTIES, LLC

 	 
	 	By:  	/s/ Daniel J. Blount
 	 
	 	 	Name:  	Daniel J. Blount 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 


 Graphic Packaging International, Inc.

Amendment No. 2 to Credit Agreement

Signature Page




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:




BANK OF AMERICA, N.A., as Administrative Agent

 	 
	  	By:  	/s/  Anne M. Zeschke	 
	 	 	Name:  	Anne M. Zeschke 	 
	 	 	Title:  	Assistant Vice President 	 


 Graphic Packaging International, Inc.

Amendment No. 2 to Credit Agreement

Signature Page




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LENDERS:



BANK OF AMERICA, N.A., as a Lender, Swing Line Lender, L/C
Issuer and Alternative Currency Funding Fronting Lender

 	 
	 	By:  	/s/  Shawn
Janko	 
	 	 	Name:  	 Shawn
Janko	 
	 	 	Title:  	 Senior
Vice President	 


 Graphic Packaging International, Inc.

Amendment No. 2 to Credit Agreement

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	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Peter
S. Predun	 
	 	 	Name:  	Peter
S. Predun 	 
	 	 	Title:  	Executive Director 	 


 Graphic Packaging International, Inc.

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	 	GOLDMAN SACHS CREDIT PARTNERS L.P.

 	 
	 	By:  	/s/ Walt
Jackson	 
	 	 	Name:  	Walt Jackson 	 
	 	 	Title:  	Authorized Signatory 	 


 Graphic Packaging International, Inc.

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	 	LASALLE BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ James J. Hess	 
	 	 	Name:  	James J. Hess	 
	 	 	Title:  	Senior Vice President 	 


 Graphic Packaging International, Inc.

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	 	 	BALLANTYNE FUNDING LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Michael Roof
	 	 	 	 	 
	 	 	Name:	 	Michael Roof
	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	FAIRWAY LOAN FUNDING COMPANY
	 	 	By:	 	Pacific Investment Management Company LLC, as its Investment Advisor
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Arthur Y.D. Ong
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Arthur Y.D. Ong
	 

	 	 	 	 	 	Senior Vice President
	 
	 	 	 	 	 	 
	 	 	LOAN FUNDING III LLC
	 	 	By:	 	Pacific Investment
Management Company LLC, as its Investment Advisor
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Arthur Y.D. Ong
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Arthur Y.D. Ong
	 

	 	 	 	 	 	Senior Vice President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MAYPORT CLO LTD.
	 	 	By:	 	Pacific Investment
Management Company LLC, as its Investment Advisor
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Arthur Y.D. Ong
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Arthur Y.D. Ong
	 

	 	 	 	 	 	Senior Vice President





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	 	 	PIMCO Floating Rate Strategy Fund
	 	 	By:	 	Pacific Investment
Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Arthur Y.D. Ong
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Arthur Y.D. Ong
	 

	 	 	 	 	 	Senior Vice President
	 
	 	 	 	 	 	 
	 	 	PIMCO FLOATING RATE INCOME FUND
	 	 	By:	 	Pacific Investment
Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Arthur Y.D. Ong
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Arthur Y.D. Ong
	 

	 	 	 	 	 	Senior Vice President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PORTOLA CLO, LTD.
	 	 	By:	 	Pacific Investment
Management Company LLC, as its Investment Advisor
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Arthur Y.D. Ong
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Arthur Y.D. Ong
	 

	 	 	 	 	 	Senior Vice President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SOUTHPORT CLO, LIMITED
	 	 	By:	 	Pacific Investment
Management Company LLC, as its Investment Advisor
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Arthur Y.D. Ong
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Arthur Y.D. Ong
	 

	 	 	 	 	 	Senior Vice President





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	 	 	PUTNAM FLOATING RATE INCOME FUND
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Beth Mazor
	 	 	 	 	 
	 	 	Name:	 	Beth Mazor
	 	 	Title:	 	V.P.
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PUTNAM BANK LOAN
FUND (CAYMAN) MASTER FUND,
a Series of the Putnam Offshore Master Series Trust,



By: The Putnam Advisory Company, LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Angela Patel
	 	 	 	 	 
	 	 	Name:	 	Angela Patel
	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DORCHESTER CBNA LOAN FUNDING LLC
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Emilie Roviaro
	 	 	 	 	 
	 	 	Name:	 	Emilie Roviaro
	 	 	Title:	 	AS ATTORNEY-IN-FACT
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	YORKVILLE CBNA LOAN FUNDING LLC, FOR ITSELF OR AS AGENT FOR YORKVILLE CFPI LOAN FUNDING LLC
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Emilie Roviaro
	 	 	 	 	 
	 	 	Name:	 	Emilie Roviaro
	 	 	Title:	 	AS ATTORNEY-IN-FACT





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	 	 	SCOGGIN CAPITAL MANAGEMENT, LP II
	 	 	By:	 	S&E Partners, L.P.
its general partner
	 	 	By:	 	Scoggin, Inc., its general partner
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Craig Effron
	 	 	 	 	 
	 	 	Name:	 	Craig Effron
	 	 	Title:	 	President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SCOGGIN INTERNATIONAL FUND, LTD.
	 	 	Scoggin, LLC its Investment Manager
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Craig Effron
	 	 	 	 	 
	 	 	Name:	 	Craig Effron
	 	 	Title:	 	Managing Member
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SCOGGIN WORLDWIDE FUND, LTD.
	 	 	By:	 	Old Bellows Partners LP
	 	 	 	 	its Investment Manager
	 	 	By:	 	Old Bell Associates LLC
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ A. Dev Chodry
	 	 	 	 	 
	 	 	Name:	 	A. Dev Chodry
	 	 	Title:	 	Member
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SANKATY ADVISORS,
LLC as Collateral Manager for Avery Point CLO, Ltd., as Term Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Alan K. Halfenger
	 	 	 	 	 
	 	 	Name:	 	Alan K. Halfenger
	 	 	Title:	 	Chief Compliance Officer
	 	 	 	 	Assistant Secretary





Graphic Packaging International, Inc.

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	 	 	SANKATY ADVISORS,
LLC as Collateral Manager for Castle Hill I — INGOTS, Ltd., as Term Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Alan K. Halfenger
	 	 	 	 	 
	 	 	Name:	 	Alan K. Halfenger
	 	 	Title:	 	Chief Compliance Officer
	 	 	 	 	Assistant Secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SANKATY ADVISORS,
LLC as Collateral Manager for Castle Hill II — INGOTS, Ltd., as Term Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Alan K. Halfenger
	 	 	 	 	 
	 	 	Name:	 	Alan K. Halfenger
	 	 	Title:	 	Chief Compliance Officer
	 	 	 	 	Assistant Secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SANKATY ADVISORS, LLC as Collateral Manager for Castle Hill III CLO, Limited, as Term Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Alan K. Halfenger
	 	 	 	 	 
	 	 	Name:	 	Alan K. Halfenger
	 	 	Title:	 	Chief Compliance Officer
	 	 	 	 	Assistant Secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CHATHAM LIGHT II CLO, LIMITED, by Sankaty Advisors LLC, as Collateral Manager
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Alan K. Halfenger
	 	 	 	 	 
	 	 	Name:	 	Alan K. Halfenger
	 	 	Title:	 	Chief Compliance Officer
	 	 	 	 	Assistant Secretary





Graphic Packaging International, Inc.

Amendment No. 2 to Credit Agreement

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	 	 	CHATHAM Light III CLO, Ltd
	 	 	By:	 	Sankaty Advisors LLC,
	 	 	 	 	as Collateral Manager
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Alan K. Halfenger
	 	 	 	 	 
	 	 	Name:	 	Alan K. Halfenger
	 	 	Title:	 	Chief Compliance Officer
	 	 	 	 	Assistant Secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SANKATY ADVISORS, LLC, as Collateral Manager for Race Point II CLO, Limited, as Term Lender
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Alan K. Halfenger
	 	 	 	 	 
	 	 	Name:	 	Alan K. Halfenger
	 	 	Title:	 	Chief Compliance Officer
	 	 	 	 	Assistant Secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SANKATY ADVISORS, LLC, as Collateral Manager for Race Point III CLO, Limited, as Term Lender
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Alan K. Halfenger
	 	 	 	 	 
	 	 	Name:	 	Alan K. Halfenger
	 	 	Title:	 	Chief Compliance Officer
	 	 	 	 	Assistant Secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	RACE POINT IV CLO, LTD.
	 	 	By:	 	Sankaty Advisors, LLC, as Collateral Manager
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Alan K. Halfenger
	 	 	 	 	 
	 	 	Name:	 	Alan K. Halfenger
	 	 	Title:	 	Chief Compliance Officer
	 	 	 	 	Assistant Secretary





Graphic Packaging International, Inc.

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	 	 	SSS FUNDING II, LLC
	 	 	By:	 	Sankaty Advisors, LLC, as Collateral Manager
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Alan K. Halfenger
	 	 	 	 	 
	 	 	Name:	 	Alan K. Halfenger
	 	 	Title:	 	Chief Compliance Officer
	 	 	 	 	Assistant Secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.
	 
	 	 	 	 	 	 
	 	 	By:	 	Ares Enhanced Credit Opportunities Fund Management, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Seth J. Brufsky
	 	 	 	 	 
	 	 	Name:	 	Seth J. Brufsky
	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MORGAN STANLEY SENIOR FUNDING, INC.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Donna M. Souza
	 	 	 	 	 
	 	 	Name:	 	Donna M. Souza
	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GRAND CENTRAL ASSET TRUST, PFV SERIES
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Pamela M. Gwin
	 	 	 	 	 
	 	 	Name:	 	Pamela M. Gwin
	 	 	Title:	 	As Attorney-in-Fact
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SSSI CBNA LOAN FUNDING LLC
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Pamela M. Gwin
	 	 	 	 	 
	 	 	Name:	 	Pamela M. Gwin
	 	 	Title:	 	As Attorney-in-Fact





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	 	 	BAKER STREET FUNDING
CLO 2005-I LTD, as Collateral Manager
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ George Goudelias
	 	 	 	 	 
	 	 	Name:	 	George Goudelias
	 	 	Title:	 	Managing Director
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MOUNTAIN VIEW CLO II LTD.
	 	 	By:	 	Seix Advisors, a fixed income division of Trusco Capital Management, Inc., as Collateral Manager
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ George Goudelias
	 	 	 	 	 
	 	 	Name:	 	George Goudelias
	 	 	Title:	 	Managing Director






Graphic Packaging International, Inc.

Amendment No. 2 to Credit Agreement

Signature Page