EX-10.1 AMENDMENT NO.1 TO CREDIT AGREEMENT



 





Exhibit 10.1




AMENDMENT NO. 1 TO CREDIT AGREEMENT




     This
Amendment No. 1 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 existing
Lenders under such Credit Agreement (collectively, the “Existing Lenders”) party hereto, and each
of the Persons becoming Lenders by the execution of this Amendment (the “Joining Lenders”), and
each of the Subsidiary Guarantors (as defined in the Credit Agreement) signatory hereto.



WITNESSETH:




     WHEREAS, the Borrower, the Administrative Agent, and the Lenders have entered into that
certain Credit Agreement dated as of May 16, 2007 (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 requested (i) an Incremental Term Facility in an aggregate amount of
$1,200,000,000 (such Incremental Term Facility provided herein being referred to herein as the
"2008 Incremental Term Facility”), and (ii) an increase in the Aggregate Revolving Credit
Commitments in an aggregate amount of $100,000,000 (such increase being referred to herein as the
"2008 Incremental Revolving Commitment”), all as set forth herein, and the Administrative Agent and
the Lenders signatory hereto are willing to effect such addition of an Incremental Term Facility
and such Incremental Revolving Commitment 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.	 	Incremental Facility Amendment. The parties hereto agree and acknowledge that for
all purposes this Amendment shall be considered an “Incremental Facility Amendment”, as such
term is defined in and used in the Credit Agreement.






	2.	 	Agreements related to 2008 Incremental Term Facility.









	 	(a)	 	Subject to the terms and conditions set forth herein, each Lender designated as
a “2008 Incremental Term Lender” on Schedule 1 hereto (each such Lender being a “2008
Incremental Term Lender”) hereby severally agrees pursuant to Section 2.6 of the Credit
Agreement to make a single loan (each such loan, a “2008 Incremental Term Loan”) to the
Borrower in Dollars on the Funding Date (as defined in Section 6(b)) in a principal
amount equal to the amount set forth opposite such 2008 Incremental Term Lender’s name
on Schedule 1 hereto under the caption “2008 Incremental Term Commitment”. The 2008
Incremental Term Loans shall be made simultaneously by the 2008 Incremental Term
Lenders in accordance with their respective Applicable Percentages of the 2008
Incremental Term Facility specified on Schedule 1. Amounts borrowed pursuant to this
Section 2(a) and repaid or prepaid may not be reborrowed. The 2008 Incremental Term
Loans may be Base Rate Loans or Eurocurrency Loans and converted from one Type of Loan
to the other on the same terms as Term B Loans pursuant to Section 2.2 of the Credit
Agreement except that (i) during the existence of an Event of Default, other than those
Events of Default described in subsection 9(a) or 9(f), the Required Incremental Term
Lenders may require that no 2008 Incremental Term Loans may be converted to or
continued as Eurocurrency Loans without the consent of the Required Incremental Term
Lenders, and (ii) after giving effect to all Incremental Term Loan Borrowings, all
conversions of Incremental Term Loans from one Type to the other, and all continuations
of Incremental Term Loans as the same Type, there shall not be more than eight Interest
Periods in effect in respect of the 2008 Incremental Term Facility. Notwithstanding
anything herein or in subsection 2.2 of the Credit Agreement to the contrary, the
Borrower may not select (i) the Eurocurrency Rate for the initial extension of the 2008
Incremental Term Loans or (ii) Interest Periods for 2008 Incremental Term Loans as
Eurocurrency Loans that have a duration of more than one month during the period from
the date hereof to the date which is 15 days after the funding date thereof (or such
earlier date as shall be specified by the Administrative Agent in a notice to the
Borrower and the Lenders). The 2008 Incremental Term Loans may not be converted into a
currency other than Dollars.
	 
	 	(b)	 	The 2008 Incremental Term Facility shall rank pari passu in
right of payment and of security with the Revolving Credit Loans and the Term B Loans.
	 
	 	(c)	 	The final maturity and “Termination Date” with respect to the 2008 Incremental
Term Facility shall be May 16, 2014, which is the Termination Date with respect to the
Term B Facility.
	 
	 	(d)	 	The 2008 Incremental Term Facility shall be subject to optional and mandatory
prepayment on the same terms as Term B Loans pursuant to Section 4.2 of the




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	 	 	 	Credit Agreement except that any voluntary prepayment of the 2008 Incremental Term
Loans effected on or prior to the first anniversary of the funding date thereof as a
result of a Repricing Transaction (as defined below) shall be accompanied by a
prepayment fee equal to 1.00% of the principal amount of the 2008 Incremental Term
Loans prepaid, unless such prepayment premium is waived by the applicable Lender.
Prepayments pursuant to subsections 4.2(b) and 4.2(c) of the Credit Agreement shall
be applied to prepay Term B Loans and 2008 Incremental Term Loans, if any, then
outstanding on a pro rata basis. As used above, the term “Repricing Transaction”
means any voluntary prepayment of the 2008 Incremental Term Loans using proceeds of
new term loans (including without limitation any Incremental Term Loans) for which
the interest rate payable thereon on the date of such optional prepayment is lower
than the Eurocurrency Rate on the date of such optional prepayment plus the
Applicable Margin with respect to the 2008 Incremental Term Loans on the date of
such optional prepayment, provided that the primary purpose of such prepayment is to
refinance the 2008 Incremental Term Loans at a lower interest rate (e.g. not in
connection with a “change of control” or other similar transaction).






	 	(e)	 	For all purposes and uses in the Credit Agreement (including without limitation
for purposes of the definition of “Default Rate” and Subsections 4.1(a) and (b)
thereof), the rates per annum set forth below under the relevant column headings shall
be considered the “Applicable Margin” applicable to the 2008 Incremental Term Facility:





	 	 	 	 	 	 	 
	Base Rate Loans	 	Eurocurrency Loans
	 	1.75%		 	 	2.75	%
	 	 	 	 	 	 	 






	 	(f)	 	The Borrower shall pay to the Administrative Agent for the account of each 2008
Incremental Term Lender, in consecutive semi-annual installments (subject to reduction
as provided in subsection 4.2 of the Credit Agreement), on the dates and in the
principal amounts, (together with all accrued interest thereon) (or such earlier date
on which the 2008 Incremental Term Loans become due and payable pursuant to Section 9
of the Credit Agreement) set forth below, and the parties hereto agree and acknowledge
that the payment of such principal amounts on such dates shall result in the 2008
Incremental Term Loans having a weighted average life that is not less than that of the
Term B Loans:





	 	 	 	 	 
	Date	 	Amount
	 
	 	 	 	 
	 
	 	 	 	 
	June 30, 2008
	 	$	6,000,000.00	 
	December 31, 2008
	 	$	6,000,000.00	 
	June 30, 2009
	 	$	6,000,000.00	 
	December 31, 2009
	 	$	6,000,000.00	 
	June 30, 2010
	 	$	6,000,000.00	 
	December 31, 2010
	 	$	6,000,000.00	 
	June 30, 2011
	 	$	6,000,000.00	 
	December 31, 2011
	 	$	6,000,000.00	 






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	Date	 	Amount
	June 30, 2012
	 	$	6,000,000.00	 
	December 31, 2012
	 	$	6,000,000.00	 
	June 30, 2013
	 	$	6,000,000.00	 
	December 31, 2013
	 	$	6,000,000.00	 
	Termination Date
	 	 Balance







	 	(g)	 	The parties hereto agree and acknowledge that for all purposes (i) the 2008
Incremental Term Facility provided herein shall be considered an “Incremental Term
Facility”, (ii) each 2008 Incremental Term Lender shall be considered an “Incremental
Term Lender”, (iii) the borrowing made hereunder shall be considered an “Incremental
Term Borrowing”, (iv) the commitment of each 2008 Incremental Term Lender hereunder to
make 2008 Incremental Term Loans pursuant to the terms hereof shall be considered an
“Incremental Term Commitment” and (v) each Loan made pursuant to this Section 2 shall
be considered an “Incremental Term Loan”, in each case as such terms are defined in and
used in the Credit Agreement.
	 
	 	(h)	 	The Borrower agrees that, promptly upon the request to the Administrative Agent
by any Lender, in order to evidence such Lender’s 2008 Incremental Term Loan, the
Borrower will execute and deliver to such Lender a promissory note in form and
substance as reasonably requested by the Administrative Agent, with appropriate
insertions as to payee, date and principal amount, payable to such Lender and in a
principal amount equal to the unpaid principal amount of the 2008 Incremental Term Loan
made by such Lender to the Borrower.






	3.	 	Agreements related to 2008 Incremental Revolving Commitment.








	 	(a)	 	Subject to the terms and conditions set forth herein and in the Credit
Agreement, each Lender designated as a “2008 Incremental Revolving Credit Lender” on
Schedule 1 hereto (each such Lender being a “2008 Incremental Revolving Lender”) hereby
severally agrees pursuant to Section 2.6 of the Credit Agreement to provide the
Incremental Revolving Commitment set forth opposite such 2008 Incremental Revolving
Credit Lender’s name on Schedule 1 hereto under the caption “2008 Incremental Revolving
Commitment”. Schedule 1 also specifies the Revolving Credit Commitment and the
Applicable Revolving Credit Percentage of each Revolving Credit Lender party hereto
after giving effect to the 2008 Incremental Revolving Commitment.
	 
	 	(b)	 	The parties hereto agree and acknowledge that for all purposes (i) the 2008
Incremental Revolving Commitment provided herein shall be considered an “Incremental
Revolving Commitment”, (ii) each 2008 Incremental Revolving Lender shall be considered
a “Revolving Credit Lender”, and (iii) each Loan made pursuant to the Incremental
Revolving Commitment shall be considered a “Revolving Credit Loan”, in each case as
such terms are defined in and used in the Credit Agreement.







	4.	 	Joining Lender Acknowledgements. By its execution of this Amendment, each





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Joining Lender hereby confirms and agrees that, on and after the Amendment Effectiveness Date,
it shall be and become a party to the Credit Agreement as a Lender, and shall have all of the
rights and be obligated to perform all of the obligations of a Lender thereunder with the
Commitment applicable to such Lender identified on Schedule 1 attached hereto in addition
to any commitment applicable thereto immediately prior to the effectiveness hereof. Each Joining
Lender further (a) represents and warrants that (i) it has full power and authority, and has taken
all action necessary, to execute and deliver this Amendment and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is sophisticated
with respect to decisions to acquire assets of the type presented by its Commitment and either it,
or the Person exercising discretion in making its decision to acquire such asset, is experienced in
acquiring assets of such type, (iii) it has received a copy of the Credit Agreement and has
received or has been accorded the opportunity to receive copies of the most recent financial
statements delivered pursuant to subsection 7.1 thereof, as applicable, and such other documents
and information as it deems appropriate to make its own credit analysis and decision to enter into
this Amendment and to acquire such asset, (iv) it has independently and without reliance upon the
Administrative Agent or any other Lender, or any of their Related Parties and based on such
documents and information as it has deemed appropriate, made its own appraisal of and investigation
into the business, operations, property, financial and other condition and creditworthiness of the
Loan Parties and its own decision to enter into this Amendment and to purchase such asset, (v) it
is a bank, savings and loan association or other similar savings institution, insurance company,
investment fund or company or other financial institution which makes or acquires commercial loans
in the ordinary course of its activities, that it will participate under the Credit Agreement as a
Lender for such commercial purposes, and that it has the knowledge and experience to be and is
capable of evaluating the merits and risks of being a Lender thereunder and (vi) if it is a Foreign
Lender, any documentation required to be delivered by it pursuant to the terms of the Credit
Agreement, has been duly completed and executed by such Lender and delivered to the Administrative
Agent, and (b) agrees that (i) it will, independently and without reliance upon the Administrative
Agent, or any other Lender, or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its own appraisal of
and investigation into the business, operations, property, financial and other condition and
creditworthiness of the Loan Parties and its own decisions in taking or not taking action under or
based upon the Credit Agreement, any other Loan Document or any related agreement or any document
furnished thereunder, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender. On and after Amendment Effectiveness Date, all references to the “Lenders” in the Credit
Agreement shall be deemed to include the Joining Lenders.



     5. Revolving Credit Lender Acknowledgements. On the Amendment Effectiveness Date, (i)
each Existing Lender and each Joining Lender that has a 2008 Incremental Revolving Commitment shall
make available to the Administrative Agent such amounts in immediately available funds as the
Administrative Agent shall determine, for the benefit of the other relevant Revolving Credit
Lenders, as being required in order to cause, after giving effect to such increase and joinder and
the application of such amounts to make payments to such other relevant Revolving Credit Lenders,
the outstanding Revolving Credit Loans (and risk participations in outstanding Swing Line Loans and
L/C-BA Obligations) to be held ratably by all Revolving Credit Lenders in accordance with their
respective Applicable Percentages (as revised by this



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Amendment), (ii) the Borrower shall be deemed to have prepaid and reborrowed the outstanding
Revolving Credit Loans as of the Amendment Effectiveness Date to the extent necessary to keep the
outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any
nonratable increase in the Revolving Credit Commitments under this Amendment and the joinder of the
Joining Lenders, and (iii) the Borrower shall pay to the relevant Revolving Credit Lenders the
amounts, if any, required pursuant to Subsection 4.10 of the Credit Agreement as a result
of such prepayment.



     6. Effectiveness of Amendment and Commitments; Funding Date.



     (a) This Amendment and the Commitments herein provided shall become effective upon the receipt
by the Administrative Agent of each of the following (the date all of such items have been
received, the “Amendment Effectiveness Date”):




	 	(i)	 	counterparts of this Amendment, duly executed by Holding, the
Borrower, the Administrative Agent, each Subsidiary Guarantor, the 2008
Incremental Term Lenders and the 2008 Incremental Revolving Lenders; and
	 
	 	(ii)	 	a certificate, dated the Amendment Effectiveness Date and
signed by a Responsible Officer of the Borrower, confirming compliance with the
conditions set forth in paragraphs Subsections 6.2(a) and (b)
of the Credit Agreement, it being understood that all references to “the date
of such Borrowing” in such Subsection 6.2 shall be deemed to refer to the
Amendment Effectiveness Date.





     (b) The funding of the 2008 Incremental Term Loans shall occur upon satisfaction of the
conditions precedent set forth below (the date of satisfaction thereof, the “Funding Date”). The
Borrower hereby agrees that the Total Revolving Credit Outstandings shall not exceed $300,000,000
at any time until the Funding Date occurs.




     (i) Documents. The Administrative Agent shall have received (w) 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 Funding 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; (x)
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; (y) favorable written
opinions (addressed to the Administrative Agent and the Lenders and dated the Funding Date)
of (A) Alston & Bird LLP, counsel for the Borrower, and (B) Stephen A. Hellrung, counsel to
the Borrower, and (z) Amendment No. 2 to Credit Agreement dated as of March 7, 2008
(“Amendment No. 2”), in the form previously approved by the Administrative Agent and the
Borrower, executed and delivered by a duly authorized officer of each Person party thereto.



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     (ii) 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 Transaction Agreement and Agreement and Plan of Merger (the “Merger
Agreement”), dated July 9, 2007, entered into among Holding, Bluegrass Container Holdings
LLC (“BCH”), and the Sellers (as defined therein), 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 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. The transactions contemplated by the Merger
Agreement, the refinancing of the outstanding indebtedness of BCH as contemplated by this
Amendment, the execution, delivery and performance of Amendment No. 2 and the payment of all
transactions costs in connection therewith are herein collectively referred to as the
“Altivity Transactions”.




     (iii) 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 6(b), 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 Funding
Date, the “Altivity Credit Facilities”) among Bluegrass Container Holdings LLC, Altivity
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.




     (iv) 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 (as defined below) 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.



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     (v) 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 Funding 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 Funding 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 Funding Date.




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




     (vii) Fees and Expenses. All of the fees and expenses payable on the Funding
Date shall have been paid in full (without prejudice to final settling of accounts for such
fees and expenses).




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




     (ix) 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 of Holding,
the Borrower and the Joining Guarantors authorizing, as applicable, (i) the execution,
delivery and performance of this Agreement, 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 Funding 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 Funding 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.



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     (x) Incumbency Certificates of the Loan Parties. The Administrative Agent
shall have received a certificate of each of Holding, the Borrower and the Joining
Guarantors, dated the Agreement 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.




     (xi) 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 Holding, the Borrower and the Joining
Guarantors, certified as of the Funding 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




     (xii) Outside Date. The conditions in this Section 6(b) shall be satisfied on
or before June 30, 2008 (the “Outside Date”). If the Funding Date has not occurred on or
before the Outside Date or the Merger Agreement terminates prior to the Outside Date or the
Borrower publicly announces its intent not to consummate the transactions thereunder, (A)
the 2008 Incremental Term Commitments shall terminate, and (B) the Borrower hereby
irrevocably requests a reduction of the Aggregate Revolving Commitments in the amount of
$100,000,000 as soon as practicable.



     7. Consent of the Guarantors. Each Guarantor hereby consents, acknowledges and agrees
to the amendments, agreements and acknowledgements 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, agreements and acknowledgements contemplated
hereby, including without limitation, such Guarantor’s payment and performance obligations with
respect to all 2008 Incremental Term Loans made pursuant to the 2008 Incremental Term Facility and
all Revolving Credit Loans made pursuant to the 2008 Incremental Revolving Commitment) and the
enforceability of the Guarantee and Collateral Agreement against such Guarantor in accordance with
its terms.



     8. 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



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



     (c) 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;



     (d) No Default or Event of Default has occurred and is continuing; and



     (e) Holding is in Pro Forma Compliance.



     9. Consent of Lenders. Each of the Borrower and the Administrative Agent hereby
consents, acknowledges and agrees that each 2008 Incremental Term Lender extending commitments
under the 2008 Incremental Term Facility is satisfactory to it. Each of the Borrower, the
Administrative Agent, the Swing Line Lender, the L/C Issuer and the Alternative Currency Funding
Fronting Lender hereby consents, acknowledges and agrees that each 2008 Incremental Revolving
Lender providing a portion of the 2008 Incremental Revolving Commitment is satisfactory to it.



     10. Entire Agreement. This Amendment, together with all the Loan Documents, that
certain 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 “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.



     11. Full Force and Effect of Agreement. Except as hereby specifically amended,
modified or supplemented, the Credit Agreement and all other Loan Documents are hereby



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confirmed and ratified in all respects and shall be and remain in full force and effect
according to their respective terms.



     12. Additional Covenant. Each 2008 Incremental Term Loan Lender and each 2008
Incremental Revolving Lender party hereto agrees that the execution of this Amendment constitutes
its consent to, and an affirmative vote in favor of, the terms of Amendment No.2.



     13. 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.



     14. 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.



     15. 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.



     16. 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.



     17. 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
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.



[Signature pages follow.]





 









 








     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. 1 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 	 
	 





Graphic Packaging International, Inc.

Amendment No. 1 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. 1 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
Jenko	 
	 	 	Name:  	Shawn Jenko	 
	 	 	Title:  	Senior Vice President	 
	 





Graphic Packaging International, Inc.

Amendment No. 1 To Credit Agreement

Signature Page




 









 






	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

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





Graphic Packaging International, Inc.

Amendment No. 1 To Credit Agreement

Signature Page




 









 






	 	 	 	 	 
	 	

GOLDMAN SACHS CREDIT PARTNERS L.P.

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





Graphic Packaging International, Inc.

Amendment No. 1 To Credit Agreement

Signature Page




 









 






	 	 	 	 	 
	 	LASALLE BANK NATIONAL ASSOCIATION

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






Graphic Packaging International, Inc.

Amendment No. 1 To Credit Agreement

Signature Page