EX-4.2 SUPPLEMENTAL INDENTURE



 




Exhibit 4.2




SUPPLEMENTAL INDENTURE IN RESPECT OF NOTE GUARANTEE




     SUPPLEMENTAL INDENTURE, dated as of March 10, 2008 (this “Supplemental Indenture”), among
Altivity Packaging, LLC, Battle Creek Properties, LLC, Bluegrass Container Canada Holdings, LLC,
Bluegrass Container Holdings, LLC, Bluegrass Flexible Packaging Company, LLC, Bluegrass Folding
Carton Company, LLC, Bluegrass Labels Company, LLC, Bluegrass Mills Holdings Company, LLC,
Bluegrass Multiwall Bag Company, LLC, Bluegrass SLC Corp., FCC Real Estate, LLC, FHI Properties,
LLC, Field Container Company, L.P., Field Container Management Company, LLC, Field Container
Management, LLC, Field Container Queretaro (USA), L.L.C., Handschy Holdings, LLC, Handschy
Industries, LLC, Marion Properties, LLC, MCP Management, LLC, Michigan Paperboard, L.P., Pekin
Paperboard Company, L.P., Pekin Paperboard Management, LLC, Pekin Properties, LLC, Riverdale
Industries, LLC, Tuscaloosa Properties, LLC and West Monroe Properties, LLC (all of the preceding,
collectively the “Subsidiary Guarantors”), Graphic Packaging Holding Company, a corporation duly
organized and existing under the laws of the State of Delaware (the “New Parent Guarantor”, and
together with the Subsidiary Guarantors, each a “New Note Guarantor” and collectively the “New Note
Guarantors”), Graphic Packaging International, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (together with its respective successors and assigns, the
“Company”), Graphic Packaging Corporation and Wells Fargo Bank, National Association, successor by
merger to Wells Fargo Bank Minnesota, National Association, as Trustee under the Indenture referred
to below.



WITNESSETH:




     WHEREAS, the Company, any Existing Guarantors and the Trustee have heretofore become parties
to an Indenture, dated as of August 8, 2003 (as amended, supplemented, waived or otherwise
modified, the “Indenture”), providing for the issuance of 8.50% Senior Notes due 2011 of the
Company (the “Notes”);



     WHEREAS, Section 1308 of the Indenture provides that the Company is required to cause the
Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to
which the Subsidiary Guarantors shall guarantee the Company’s Guaranteed Note Obligations under the
Notes pursuant to a Note Guarantee on the terms and conditions set forth herein and in Article
Thirteen of the Indenture;



     WHEREAS, the Company also desires to cause the New Parent Guarantor to join in such
supplemental indenture pursuant to which the New Parent Guarantor shall guarantee the Company’s
Guaranteed Note Obligations under the Notes pursuant to a Note Guarantee on the terms and
conditions set forth herein and in Article Thirteen of the Indenture;



     WHEREAS, each New Note Guarantor desires to enter into such supplemental indenture for good
and valuable consideration, including substantial economic benefit in that the financial
performance and condition of such Note Guarantor is dependent on the financial performance and
condition of the Company, the obligations hereunder of which such Note Guarantor has



 









 







guaranteed, and on such Note Guarantor’s access to working capital through the Company’s access to
revolving credit borrowings under the Senior Credit Agreement; and



     WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to
execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any
Holder;



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Note Guarantors, the Company,
the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders
of the Notes as follows:



     1. Defined Terms. As used in this Supplemental Indenture, terms defined in the
Indenture or in the preamble or recital hereto are used herein as therein defined. The words
“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.



     2. Agreement to Guarantee. Each New Note Guarantor hereby agrees, jointly and
severally with all other New Note Guarantors and fully and unconditionally, to guarantee the
Guaranteed Note Obligations under the Indenture and the Notes on the terms and subject to the
conditions set forth in Article Thirteen of the Indenture and to be bound by (and shall be entitled
to the benefits of) all other applicable provisions of the Indenture as a Note Guarantor. The New
Parent Guarantor shall be deemed to be a “Parent Guarantor” as defined in the Indenture.



     3. Termination, Release and Discharge. Each New Note Guarantor’s Note Guarantee shall
terminate and be of no further force or effect, and each New Note Guarantor shall be released and
discharged from all obligations in respect of such Note Guarantee, as and when provided in Section
1303 of the Indenture.



     4. Parties. Nothing in this Supplemental Indenture is intended or shall be construed
to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or
claim under or in respect of each New Note Guarantor’s Note Guarantee or any provision contained
herein or in Article Thirteen of the Indenture.



     5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN
RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE
JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN
THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL
INDENTURE.



     6. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental



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Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation
or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy
of the recitals to this Supplemental Indenture.



     7. Counterparts. The parties hereto may sign one or more copies of this Supplemental
Indenture in counterparts, all of which together shall constitute one and the same agreement.



     8. Headings. The section headings herein are for convenience of reference only and
shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.



     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.



	 	 	 	 	 
	 	GRAPHIC PACKAGING INTERNATIONAL, INC.

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

as Existing Guarantor

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



(Signatures Continued on Next Page)




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	 	ALTIVITY PACKAGING, LLC

BATTLE CREEK PROPERTIES, LLC

BLUEGRASS CONTAINER CANADA HOLDINGS, LLC

BLUEGRASS CONTAINER HOLDINGS, LLC

BLUEGRASS FLEXIBLE PACKAGING COMPANY, LLC

BLUEGRASS FOLDING CARTON COMPANY, LLC

BLUEGRASS LABELS COMPANY, LLC

BLUEGRASS MILLS HOLDINGS COMPANY, LLC

BLUEGRASS MULTIWALL BAG COMPANY, LLC

BLUEGRASS SLC CORP.

FCC REAL ESTATE, LLC

FHI PROPERTIES, LLC

FIELD CONTAINER COMPANY, L.P.

FIELD CONTAINER MANAGEMENT COMPANY, LLC

FIELD CONTAINER MANAGEMENT, LLC

FIELD CONTAINER QUERETARO (USA), L.L.C.

HANDSCHY HOLDINGS, LLC

HANDSCHY INDUSTRIES, LLC

MARION PROPERTIES, LLC

MCP MANAGEMENT, LLC

MICHIGAN PAPERBOARD, L.P

PEKIN PAPERBOARD COMPANY, L.P

PEKIN PAPERBOARD MANAGEMENT, LLC

PEKIN PROPERTIES, LLC

RIVERDALE INDUSTRIES, LLC

TUSCALOOSA PROPERTIES, LLC

WEST MONROE PROPERTIES, LLC,

each as a Subsidiary Guarantor

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



(Signatures Continued on Next Page)




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	 	GRAPHIC PACKAGING HOLDING COMPANY

as a Parent Guarantor

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



(Signatures Continued on Next Page)




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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

successor by merger to 

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, 

as Trustee

 	 
	 	By:  	/s/ Joseph P. O’Donnell
 	 
	 	 	Name:  	Joseph P. O’Donnell 	 
	 	 	Title:  	Vice President 	 
	 




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