EX-10.1 VOTING AGREEMENT



 





Exhibit 10.1




EXECUTION COPY




VOTING AGREEMENT




BY AND AMONG




BLUEGRASS CONTAINER HOLDINGS, LLC,




THE SEVERAL STOCKHOLDERS OF GRAPHIC PACKAGING CORPORATION

PARTY HERETO




AND




(SOLELY FOR PURPOSES OF SECTION 5.2 HEREOF)




GRAPHIC PACKAGING CORPORATION




DATED AS OF JULY 9, 2007




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I General
	 	 	2	 
	1.1. Defined Terms
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II VOTING
	 	 	4	 
	2.1. Agreement to Vote
	 	 	4	 
	2.2. No Inconsistent Agreements
	 	 	5	 
	2.3. Proxy
	 	 	5	 
	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES
	 	 	5	 
	3.1. Representations and Warranties of the Stockholders
	 	 	5	 
	 
	 	 	 	 
	ARTICLE IV OTHER COVENANTS
	 	 	7	 
	4.1. Prohibition on Transfers, Other Actions
	 	 	7	 
	4.2. Stock Dividends, etc.
	 	 	7	 
	4.3. No Solicitation
	 	 	8	 
	4.4. Notice of Acquisitions, Proposals Regarding Prohibited Transactions
	 	 	8	 
	4.5. Stockholder Capacity
	 	 	9	 
	4.6. Waiver of Appraisal Rights
	 	 	9	 
	4.7. Further Assurances
	 	 	9	 
	 
	 	 	 	 
	ARTICLE V MISCELLANEOUS
	 	 	9	 
	5.1. Termination
	 	 	9	 
	5.2. Legends; Stop Transfer Order
	 	 	9	 
	5.3. No Ownership Interest
	 	 	10	 
	5.4. Notices
	 	 	11	 
	5.5. Interpretation
	 	 	12	 
	5.6. Counterparts
	 	 	12	 
	5.7. Entire Agreement
	 	 	12	 
	5.8. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial
	 	 	12	 
	5.9. Amendment; Waiver
	 	 	13	 
	5.10. Remedies
	 	 	13	 
	5.11. Severability
	 	 	13	 
	5.12. Successors and Assigns; Third Party Beneficiaries
	 	 	14	 
	 
	 	 	 	 
	Schedule 1: Stockholder Information
	 	 	 	 






 









 






INDEX OF DEFINED TERMS




	 	 	 	 	 
	 	 	Page	 
	Affiliate
	 	 	2	 
	Agreement
	 	 	1	 
	BCH
	 	 	1	 
	Beneficial Ownership
	 	 	2	 
	Beneficially Own
	 	 	2	 
	Beneficially Owned
	 	 	2	 
	Common Stock
	 	 	1	 
	control
	 	 	2	 
	Covered Shares
	 	 	2	 
	Existing Shares
	 	 	1	 
	Giant
	 	 	1	 
	HSR Act
	 	 	0	 
	Lien
	 	 	3	 
	Merger Sub
	 	 	1	 
	Orders
	 	 	6	 
	Permitted Transfer
	 	 	3	 
	Person
	 	 	3	 
	Representatives
	 	 	3	 
	Specified Rights
	 	 	6	 
	Stockholder
	 	 	1	 
	Subsidiary
	 	 	3	 
	Transaction Agreement
	 	 	1	 
	Transfer
	 	 	3	 






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VOTING AGREEMENT




          VOTING AGREEMENT, dated as of July 9, 2007 (this “Agreement”), by and among BLUEGRASS
CONTAINER HOLDINGS, LLC, a Delaware limited liability company (“BCH”), the persons listed
on the signature pages hereto as a Family Stockholder (each, together with its Permitted
Transferees to which it Transfers any Common Stock hereunder, a “Family Stockholder” and,
collectively, the “Family Stockholders”), Clayton, Dubilier & Rice Fund V Limited
Partnership (together with its Permitted Transferees to which it Transfers any Common Stock
hereunder, the “CDR Fund”), EXOR Group S.A. (together with its Permitted Transferees to
which it Transfers any Common Stock hereunder, “Exor”) (each a “Stockholder” and,
collectively, the “Stockholders”), and, solely for the purposes of Section 5.2 hereof,
GRAPHIC PACKAGING CORPORATION, a Delaware corporation (“Giant”).




W I T N E S S E T H:




          WHEREAS, concurrently with the execution of this Agreement, BCH, Giant, TPG Bluegrass IV,
L.P., TPG Bluegrass IV — AIV 2, L.P., TPG Bluegrass V, L.P., TPG Bluegrass V — AIV 2, L.P., TPG FOF
V-A, L.P., TPG FOF V-B, L.P., BCH Management, LLC, Field Holdings, Inc., New Giant Corporation and
Giant Merger Sub, Inc. (“Merger Sub”) are entering into a Transaction Agreement and
Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented, restated or
otherwise modified from time to time, the “Transaction Agreement”) pursuant to which, among
other things, Giant will merge with and into Merger Sub and each outstanding share of the common
stock, par value $0.01 per share, of Giant (the “Common Stock”) will be converted into the
right to receive the merger consideration specified therein;




          WHEREAS, as of the date hereof, each Stockholder is the record and beneficial owner, in the
aggregate, of the number of shares of Common Stock set forth opposite such Stockholder’s name on
Schedule I hereto (the “Existing Shares”), all of which such shares such Stockholder
controls the right to vote; and




          WHEREAS, as a material inducement to BCH entering into the Transaction Agreement, BCH has
required that each Stockholder agree, and each Stockholder has agreed, to enter into this agreement
and abide by the covenants and obligations with respect to the Covered Shares (as hereinafter
defined) set forth herein.




          NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties,
covenants and agreements herein contained, and intending to be legally bound hereby, the parties
hereto agree as follows:

 









 









ARTICLE I




GENERAL




     1.1.   Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set
forth below. Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed thereto in the Transaction Agreement.



          “Affiliate” means, with respect to any Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by or is under common
control with, such specified Person.




          “Beneficial Ownership” by a Person of any securities includes ownership by any Person
who, directly or indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting
of, such security; and/or (ii) investment power which includes the power to dispose, or to direct
the disposition, of such security; and shall otherwise be interpreted in accordance with the term
“beneficial ownership” as defined in Rule 13d-3 adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended; provided that for purposes of
determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any
securities which such Person has, at any time during the term of this Agreement, the right to
acquire pursuant to any agreement, arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to
acquire such securities is exercisable immediately or only after the passage of time, including the
passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any
event or any combination of the foregoing). The terms “Beneficially Own” and
"Beneficially Owned” shall have a correlative meaning.




          “control” (including the terms “controlled by” and “under common control
with”), with respect to the relationship between or among two or more Persons, means the
possession, directly or indirectly, of the power to direct or cause the direction of the affairs or
management of a Person, whether through the ownership of voting securities, as trustee or executor,
by contract or any other means.




          “Covered Shares” means, with respect to any Stockholder, such Stockholder’s Existing
Shares, together with any shares of Common Stock or other voting capital stock of the Company and
any securities convertible into or exercisable or exchangeable for shares of Common Stock or other
voting capital stock of the Company, in each case that such Stockholder acquires Beneficial
Ownership of on or after the date hereof.




          “Existing Stockholders Agreements” means, the Stockholders Agreement among BCH, Giant,
the Family Stockholders, the CDR Fund, Exor, TPG Bluegrass IV, LP, TPG Bluegrass IV — AIV 2, L.P.,
TPG Bluegrass V, L.P., TPG Bluegrass V — AIV 2, L.P., TPG FOF V-A, L.P., TPG FOF V-B, L.P., TPG
Bluegrass IV, Inc., TPG Bluegrass V, Inc. and Field Holdings, Inc., dated as of the date of this
Agreement and the Stockholders Agreement among Giant, the Family Stockholders, CDR Fund and Exor
dated as of March 25, 2003.





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          “Lien” means any mortgage, lien, charge, restriction (including restrictions on
transfer), pledge, security interest, option, right of first offer or refusal, preemptive
right, put or call option, lease or sublease, claim, right of any third party, covenant, right
of way, easement, encroachment or encumbrance.




          “Permitted Transfer” means a Transfer by a Stockholder to (i) in the case of the CDR
Fund or Exor, any of their respective Affiliates, and (ii) in the case of a Family Stockholder, (A)
any other Family Stockholder, (B) a spouse or lineal descendant (whether natural or adopted),
sibling, parent, heir, executor, administrator, testamentary trustee, lifetime trustee or legatee
of such Family Stockholder or Adolph Coors Sr. or of a descendant of Adolph Coors, Sr., (C) any
trust, the trustees of which include only Persons named in clause (A) or (B) and the beneficiaries
of which include only the Persons named in clause (A) or (B), (D) any corporation, limited
liability company or partnership, the stockholders, members or general or limited partners of which
include only the Persons named in clause (A) or (B), (E) if such Family Stockholder is a trust, the
beneficiary or beneficiaries authorized or entitled to receive distributions from such trust, or
(F) in the case of a Family Stockholder which is a trust, all subsequent trusts which may result
from the division of such trust into two or more separate trusts, or any trust resulting from the
combination of two or more Family Stockholder trusts into a single trust; provided in every case
that such transferee executes and delivers to BCH a written agreement, in form and substance
acceptable to BCH, to assume all of Stockholder’s obligations hereunder in respect of the
securities subject to such Transfer and to be bound by the terms of this Agreement, with respect to
the securities subject to such Transfer, to the same extent as such Stockholder is bound hereunder
and to make each of the representations and warranties hereunder in respect of the securities
transferred as such Stockholder shall have made hereunder.




          “Person” means any individual, corporation, limited liability company, limited or
general partnership, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any other entity, or any
group comprised of two or more of the foregoing.




          “Representatives” means the officers, directors, employees, agents, advisors and
Affiliates of a Person.




          “Subsidiary” means, with respect to any Person, any corporation or other organization,
whether incorporated or unincorporated, (i) of which such Person or any other Subsidiary of such
Person is a general partner, or (ii) at least a majority of the securities or other interests of
which having by their terms ordinary voting power to elect a majority of the board of directors or
others performing similar functions with respect to such corporation or other organization is
directly or indirectly owned or controlled by such Person or by any one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries.




          “Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber,
hypothecate or similarly dispose of (by merger (including by conversion into securities or other
consideration), by tendering into any tender or exchange offer, by testamentary disposition, by
operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract,
option or other arrangement or understanding with respect to the voting of or sale, transfer,
assignment, pledge, encumbrance, hypothecation or similar disposition

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of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by
operation of law or otherwise).




ARTICLE II




VOTING




     2.1.   Agreement to Vote. Each Stockholder hereby irrevocably and unconditionally
agrees that during the term of this Agreement, at the Giant Stockholders’ Meeting and at any other
meeting of the stockholders of Giant, however called, including any adjournment or postponement
thereof, and in connection with any written consent of the stockholders of Giant, such Stockholder
shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or
consent thereto:



          (a) appear at each such meeting or otherwise cause the Covered Shares to be counted as present
thereat for purposes of calculating a quorum; and




          (b) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered)
a written consent covering, all of the Covered Shares (i) in favor of the adoption of the
Transaction Agreement and the Merger and any other action reasonably requested by BCH in
furtherance thereof, submitted for the vote or written consent of stockholders; (ii) against any
action or agreement submitted for the vote or written consent of stockholders that is in opposition
to, or competitive or materially inconsistent with, the Merger or that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of Giant contained in
the Transaction Agreement, or of such Stockholder contained in this Agreement; and (iii) against
any Takeover Proposal and against any other action, agreement or transaction submitted for the vote
or written consent of stockholders that would reasonably be expected to impede, interfere with,
delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other
transactions contemplated by the Transaction Agreement or this Agreement or the performance by
Giant of its obligations under the Transaction Agreement or by such Stockholder of its obligations
under this Agreement. The obligations of such Stockholder specified in this Section 2.1(b) shall,
subject to Section 2.1(c), apply whether or not the Merger or any action described above is
recommended by the Board of Directors of Giant.




          (c) Notwithstanding the foregoing, in the event of a Giant Adverse Recommendation Change made
in compliance with the Transaction Agreement in respect of a Superior Proposal, which Superior
Proposal is pending at the time of the Giant Stockholder Meeting, the obligation of each
Stockholder to vote Covered Shares as to which such Stockholder controls the right to vote in the
manner set forth in this Section 2.1 shall only apply to an aggregate number of Covered Shares of
all Stockholders entitled to vote in respect of such matter that is equal to thirty-two percent
(32%) of the total number of shares of Common Stock entitled to vote in respect of such matter, and
each Stockholder shall cause all of its remaining Covered Shares so entitled to vote to be voted in
a manner that is proportionate to the manner in which all shares of Common Stock (other than shares
voted by the Stockholders) which are voted in respect of such matter, are voted.




4









 









     2.2.   No Inconsistent Agreements. Each Stockholder hereby covenants and agrees that,
except for this Agreement, such Stockholder (a) has not entered into, and shall not enter into at
any time while this Agreement remains in effect, any voting agreement or voting trust with respect
to the Covered Shares, other than the Existing Stockholders Agreements, (b) has not granted, and
shall not grant at any time while this Agreement remains in effect, a proxy (except pursuant to
Section 2.3 hereof), consent or power of attorney with respect to the Covered Shares and (c) has
not taken and shall not knowingly take any action that would make any representation or warranty of
such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling
such Stockholder from performing any of its obligations under this Agreement.



     2.3.   Proxy. Each Stockholder hereby, subject to Section 5.3, irrevocably appoints
as its proxy and attorney-in-fact, Ed Byczynski and Ken Kushibab, in their respective capacities as
officers of BCH, and any individual who shall hereafter succeed to any such officer of BCH, and any
other Person designated in writing by BCH (collectively, the “Grantees”), each of them
individually, with full power of substitution, to vote or execute written consents with respect to
the Covered Shares in accordance with Section 2.1 hereof and, in the discretion of the Grantees,
with respect to any proposed postponements or adjournments of any annual or special meeting of the
stockholders of Giant at which any of the matters described in Section 2.1(a) was to be considered.
This proxy is coupled with an interest and shall be irrevocable, and such Stockholder will take
such further action or execute such other instruments as may be necessary to effectuate the intent
of this proxy and hereby revokes any proxy previously granted by such Stockholder with respect to
the Covered Shares. BCH may terminate this proxy with respect to any Stockholder at any time at
its sole election by written notice provided to such Stockholder.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




     3.1.   Representations and Warranties of the Stockholders. Each Stockholder hereby
severally but not jointly represents and warrants to BCH as follows:



          (a) Organization; Authorization; Validity of Agreement; Necessary Action. Such Stockholder
is duly organized and is validly existing and in good standing under the laws of the jurisdiction
of its incorporation or organization. Such Stockholder has the requisite power and authority to
execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery by such Stockholder of this
Agreement, the performance by it of its obligations hereunder and the consummation by it of the
transactions contemplated hereby have been duly and validly authorized by such Stockholder and no
other actions or proceedings on the part of such Stockholder or any stockholder thereof are necessary to authorize the execution and delivery by it
of this Agreement, the performance by it of its obligations hereunder or the consummation by it of
the transactions contemplated hereby. This Agreement has been duly executed and delivered by such
Stockholder and, assuming this Agreement constitutes a valid and binding obligation of BCH,
constitutes a legal, valid and binding agreement of such Stockholder,

5









 








enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights and
to general equitable principles.




          (b) Ownership. Such Stockholder’s Existing Shares are, and all of the Covered Shares
owned by such Stockholder from the date hereof through and on the Closing Date will be,
Beneficially Owned and owned of record by such Stockholder, except to the extent such Covered
Shares are Transferred after the date hereof pursuant to a Permitted Transfer or constitute any
warrants, options, conversion rights or similar rights with respect to Common Stock (collectively,
“Specified Rights”) that expire after the date hereof. Such Stockholder has good and
marketable title to such Stockholder’s Existing Shares, free and clear of any Lien (other than
pursuant to applicable law). As of the date hereof, each Stockholder’s Existing Shares constitute
all of the shares of Common Stock Beneficially Owned or owned of record by such Stockholder.
Except to the extent Covered Shares are transferred after the date hereof pursuant to a Permitted
Transfer or constitute Specified Rights that expire after the date hereof, each Stockholder has and
will have at all times through the Closing Date sole voting power (including the right to control
such vote as contemplated herein), sole power of disposition, sole power to issue instructions with
respect to the matters set forth in Article II hereof, and sole power to agree to all of the
matters set forth in this Agreement, in each case with respect to all of such Stockholder’s
Existing Shares and with respect to all of the Covered Shares owned by such Stockholder at all
times through the Closing Date (subject, in the case of Covered Shares underlying Specified Rights
acquired after the date hereof, to the terms of such Specified Rights).




          (c) No Violation. Neither the execution and delivery of this Agreement by such
Stockholder, the performance by such Stockholder of its obligations under this Agreement, nor the
consummation by such Stockholder of the transactions contemplated hereby nor compliance by such
Stockholder with any of the provisions herein will (A) result in a violation or breach of or
conflict with the governing documents of such Stockholder, (B) result in a violation or breach of
or conflict with any provisions of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, or result in the termination,
cancellation of, or give rise to a right of purchase under, or accelerate the performance required
by, or result in a right of termination or acceleration under, or result in the creation of any
Lien upon any of the properties, rights or assets owned or operated by such Stockholder under, or
result in being declared void, voidable, or without further binding effect, any note, bond,
mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or
obligation of any kind to which such Stockholder is a party or by which such Stockholder or any of
its respective properties, rights or assets may be bound or (C) violate any judgments, decrees,
injunctions, rulings, awards, settlements, stipulations, orders (collectively, “Orders” ) or Laws
applicable to such Stockholder or any of its respective properties, rights or assets, except for
any of the foregoing as would not reasonably be expected, individually or in the aggregate, to
impair the ability of the Stockholder to perform its obligations hereunder or to consummate the
transactions on a timely basis.




          (d) Consents and Approvals. No consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Authority is necessary to be obtained or
made by such Stockholder in connection with such Stockholder’s execution, delivery and performance
of this Agreement or the consummation by such Stockholder of the transactions

6









 








contemplated hereby, except for (A) compliance with the Hart Scott Rodino Antitrust Improvement Act of 1976, as amended,
and the rules and regulations promulgated thereunder (the “HSR Act”) and other applicable
foreign competition or antitrust laws, if any, (B) the applicable requirements of the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and state securities and
“blue sky” laws, and (C) such other consents, approvals, orders or authorization of, or
registrations, declarations or filings with, any Governmental Authority where the failure to obtain
or take such action, individually or in the aggregate, would not reasonably be expected to impair
the ability of the Stockholder to perform its obligations hereunder or to consummate the
transactions on a timely basis.




          (e) Absence of Litigation. There is no Action pending and no Order of any
Governmental Authority outstanding nor, to the knowledge of such Stockholder, is any such Action or
Order threatened, against such Stockholder which may prevent or materially delay such Stockholder
from performing its obligations under this Agreement or consummating the transactions contemplated
hereby on a timely basis.




          (f) Finder’s Fees. No agent, broker, Person, investment bank or firm is or will be
entitled to any advisory, commission or broker’s or finder’s fee or commission from BCH, such
Stockholder or Giant in connection with any of the transactions contemplated hereby based on
arrangements made on behalf of such Stockholder.




          (g) Reliance by BCH. Each Stockholder understands and acknowledges that BCH is
entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery
of this Agreement and the representations and warranties of such Stockholder contained herein.




ARTICLE IV




OTHER COVENANTS




     4.1.   Prohibition on Transfers, Other Actions. Each Stockholder hereby agrees not to (i) Transfer any of the Covered Shares, Beneficial
Ownership thereof or any other interest therein unless such Transfer is a Permitted Transfer; (ii)
enter into any agreement, arrangement or understanding with any Person, or take any other action,
that violates or conflicts with or would reasonably be expected to violate or conflict with, or
result in or give rise to a violation of or conflict with, such Stockholder’s representations,
warranties, covenants and obligations under this Agreement; or (iii) take any action that could
restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and
perform its covenants and obligations under this Agreement. Any Transfer in violation of this
provision shall be void.



     4.2.   Stock Dividends, etc. In the event of a stock split, stock dividend or
distribution, or any change in the Common Stock by reason of any split-up, reverse stock split,
recapitalization, combination, reclassification, exchange of shares or the like, the terms
“Existing Shares” and “Covered Shares” shall be deemed to refer to and include such shares as well
as all such stock dividends and distributions and any securities into which or for which any or all
of such shares may be changed or exchanged or which are received in such transaction.



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     4.3.   No Solicitation. Subject to the provisions of Section 4.5, each Stockholder
agrees that neither it nor any of its Subsidiaries nor any of its and their respective directors or
officers shall, and it shall use its reasonable best efforts to cause its and its Subsidiaries’
Representatives not to, directly or indirectly through another Person, (i) solicit, initiate or
knowingly encourage or knowingly facilitate, any Takeover Proposal or the making or consummation
thereof, (ii) enter into, continue or otherwise participate in any discussions or negotiations
regarding, or furnish to any person any information in connection with, or otherwise cooperate in
any way with, any Takeover Proposal, (iii) waive, terminate, modify or fail to enforce any
provision of any “standstill” or similar obligation of any person other than BCH, (iv) make or
participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in
the rules of the U.S. Securities and Exchange Commission) or powers of attorney or similar rights
to vote, or seek to advise or influence any Person with respect to the voting of, any shares of
Common Stock in connection with any vote or other action on any matter, other than to recommend
that stockholders of Giant vote in favor of the adoption of the Transaction Agreement and as
otherwise expressly provided in this Agreement, (v) approve, adopt or recommend, or publicly
propose to approve, adopt or recommend, or allow any of its Subsidiaries to execute or enter into,
any letter of intent, memorandum of understanding, agreement in principle, merger agreement,
acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other
similar contract or any tender or exchange offer providing for, with respect to, or in connection
with, any Takeover Proposal or (vi) agree or publicly propose to do any of the foregoing. Without
limiting the foregoing, it is agreed that any violation of the restrictions set forth in the
preceding sentence by any Representative of such Stockholder or any of its Subsidiaries shall be a
breach of this Section 4.3 by such Stockholder. Each Stockholder hereby represents that, as of the
date hereof, it is not engaged in any discussions or negotiations with respect to any Takeover
Proposal and agrees that it shall, and shall cause its Subsidiaries and its and their directors and
officers to, and shall use its reasonable best efforts to cause its and their Representatives to, immediately cease and cause to be terminated all existing discussions or
negotiations with any Person conducted heretofore with respect to any Takeover Proposal and request
the prompt return or destruction of all confidential information previously furnished and will take
commercially reasonable steps to inform its Representatives of the obligations undertaken by such
Stockholder pursuant to this Agreement, including this Section 4.3.



     4.4.   Notice of Acquisitions, Proposals Regarding Prohibited Transactions. Subject
to the provisions of Section 4.5, each Stockholder hereby agrees to notify BCH as promptly as
practicable (and in any event within 24 hours after receipt) in writing of (i) the number of any
additional shares of Common Stock or other securities of Giant of which such Stockholder acquires
Beneficial Ownership on or after the date hereof, (ii) any inquiries or proposals which are
received by, any information which is requested from, or any negotiations or discussions which are
sought to be initiated or continued with, such Stockholder or any of its Affiliates with respect to
any Takeover Proposal or any other matter referred to in Section 4.3 (including the material terms
thereof and the identity of such person(s) making such inquiry or proposal, requesting such
information or seeking to initiate or continue such negotiations or discussions, as the case may
be) and (iii) any proposed Permitted Transfers of the Covered Shares, Beneficial Ownership thereof
or other interest therein. Each Stockholder will keep BCH informed on a reasonably current basis
of material developments with respect to any such Takeover Proposal.



8









 





     4.5.   Stockholder Capacity. No Person executing this Agreement who is or becomes
during the term hereof a director or officer of Giant shall be deemed to make any agreement or
understanding in this Agreement in such Person’s capacity as a director or officer. Nothing herein
shall limit or affect any actions taken by such Person solely in his or her capacity as a director
or officer of the Company to the extent permitted by the Transaction Agreement or following the
termination of the Transaction Agreement.



     4.6.   Waiver of Appraisal Rights. To the fullest extent permitted by applicable law,
each Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that it
may have under applicable law.



     4.7.   Further Assurances. From time to time, at BCH’s request and without further
consideration, each Stockholder shall execute and deliver such additional documents and take all
such further action as may be reasonably necessary to effect the actions and consummate the
transactions contemplated by this Agreement. Without limiting the foregoing, each Stockholder
hereby authorizes Giant to publish and disclose in any announcement or disclosure required by the
SEC and in the Proxy Statement and the Form S-4 such Stockholder’s identity and ownership of the
Covered Shares and the nature of such Stockholder’s obligations under this agreement.



ARTICLE V




MISCELLANEOUS




     5.1.   Termination. This Agreement shall remain in effect until the earlier to occur
of (i) the Closing, (ii) the date of termination of the Transaction Agreement in accordance with
its terms, and (iii) the delivery of written notice of termination by the Stockholders to BCH
following any amendment to the Transaction Agreement, without the prior written consent of the
Stockholders, if such amendment changes the form or reduces the amount of consideration to be paid
in the Merger, and after the occurrence of such applicable event this Agreement shall terminate and
be of no further force; provided, however, that the provisions of this Section 5.1, the last
sentence of Section 5.2(a) and Sections 5.4 through 5.12 shall survive any termination of this
Agreement. Nothing in this Section 5.1 and no termination of this Agreement shall relieve or
otherwise limit any party of liability for any willful and material breach of this Agreement.



     5.2.   Legends; Stop Transfer Order



          (a) In furtherance of this Agreement, each Stockholder hereby authorizes and instructs Giant
to instruct its transfer agent to enter a stop transfer order with respect to all of the Covered
Shares held of record by such Stockholder and to legend the share certificates. Giant agrees that
as promptly as practicable after the date of this Agreement it shall give such stop transfer
instructions to the transfer agent for the Common Stock and to legend the share certificates.
Giant agrees that, promptly following the termination of this Agreement, Giant will cause any stop
transfer instructions imposed pursuant to this Section 5.2 to be lifted and any legended
certificates delivered pursuant to this Section 5.2 to be replaced with certificates not bearing
such legend.




9









 








          (b) In the event that any Stockholder intends to undertake a Permitted Transfer of Covered
Shares held of record by such Stockholder, such Stockholder shall provide notice thereof to Giant
and BCH and shall authorize Giant to instruct its transfer agent to (i) lift the stop transfer
order in order to effect such Permitted Transfer only upon certification by BCH that the written
agreement to be entered into by the transferee agreeing to be bound by this Agreement pursuant to
the definition of “Permitted Transfer” is satisfactory to BCH and (ii) re-enter the stop transfer
order upon completion of the Permitted Transfer. Giant agrees that as promptly as practical after
the receipt of such notice of a contemplated Permitted Transfer together with a duly executed copy
of the applicable written agreement of the proposed transferee agreeing to be bound by the terms of
this Agreement, and written acknowledgement from BCH of its approval of such written agreement (not
to be unreasonably withheld or delayed), it shall instruct the transfer agent for the Common Stock
to (x) lift such stop transfer order with respect to such Covered Shares in order to effect such
Permitted Transfer and (y) re-enter the stop transfer order upon completion of the Permitted
Transfer; provided that Giant shall not permit such Transfer to be registered by the
transfer agent or such stop transfer restrictions to be lifted if BCH has not so
approved, and received a copy of, such duly executed written agreement of the proposed
transferee.




          (c) Each certificate representing Covered Shares held of record by each Stockholder shall bear
the following legend on the face thereof:




          “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING,
TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN VOTING AGREEMENT DATED AS OF JULY
9, 2007, AMONG BLUEGRASS CONTAINER HOLDINGS, LLC AND CERTAIN STOCKHOLDERS OF GRAPHIC PACKAGING
CORPORATION AND, SOLELY FOR THE PURPOSES OF SECTION 5.2 THEREOF, GRAPHIC PACKAGING CORPORATION, AS
THE SAME MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH VOTING AGREEMENT ARE ON FILE AT THE
PRINCIPAL OFFICE OF GRAPHIC PACKAGING CORPORATION AND SHALL BE PROVIDED TO A STOCKHOLDER OF GRAPHIC
PACKAGING CORPORATION FREE OF CHARGE UPON A REQUEST THEREFOR.”




          Each Stockholder will cause all of its Existing Shares held of record by such Stockholder and
any securities that become Covered Shares held of record by such Stockholder after the date hereof
to be delivered to Giant for the purpose of applying such legend (if not so endorsed upon
issuance). Giant shall return to the delivering party, as promptly as possible, any securities so
delivered. The delivery of such securities by the delivering party shall not in any way affect
such party’s rights with respect to such securities.




     5.3.   No Ownership Interest. Nothing contained in this Agreement shall be deemed to
vest in BCH any direct or indirect ownership or incidence of ownership of or with respect to any
Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares
shall remain vested in and belong to the Stockholders, and BCH shall have no authority to direct
any Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise
provided herein.



10









 





     5.4.   Notices. All notices and other communications hereunder shall be in writing
and shall be deemed given if delivered personally, telecopied (upon telephonic confirmation of
receipt), on the first Business Day following the date of dispatch if delivered by a recognized
next day courier service or on the third Business Day following the date of mailing if delivered by
registered or certified mail, return receipt requested, post prepaid. All notices hereunder shall
be delivered as set forth below, or pursuant to such other instructions as may be designated in
writing by the party to receive such notice:


(a) if to BCH to:



Bluegrass Container Holdings, LLC

c/o Texas Pacific Group

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

Facsimile: (817) 871-4010

Attention: General Counsel



with a copy to



Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: David J. Sorkin

               Andrew W. Smith

Facsimile No.: (212) 455-2502



(b) if to Giant (for purposes of Section 5.2) to:



Giant Packaging Corporation

814 Livingston Court

Marietta, GA 30067

Facsimile (770) 644-2929

Attention: Senior Vice President,

                  General Counsel and Secretary



with a copy to:



Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, Georgia 30309

Facsimile: (404) 881-4777

Attention: Sidney J. Nurkin, Esq.

                 William Scott Ortwein, Esq.





11









 







(c) if to the Stockholders, to:



The address set forth beneath such Stockholder’s name on the
Schedule 2 hereto.




     5.5.   Interpretation. The words “hereof,” “herein” and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section references are to this Agreement unless
otherwise specified. Whenever the words “include,” “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation.” The meanings
given to terms defined herein shall be equally applicable to both the singular and plural forms of such
terms. The table of contents and headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement. This
Agreement is the product of negotiation by the parties having the assistance of counsel and other
advisers. It is the intention of the parties that this Agreement not be construed more strictly
with regard to one party than with regard to the others.



     5.6.   Counterparts. This Agreement may be executed by facsimile and in counterparts,
all of which shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.



     5.7.   Entire Agreement. This Agreement and, to the extent referenced herein, the
Transaction Agreement, together with the several agreements and other documents and instruments
referred to herein or therein or annexed hereto or thereto, embody the complete agreement and
understanding among the parties hereto with respect to the subject matter hereof and supersede and
preempt any prior understandings, agreements or representations by or among the parties, written
and oral, that may have related to the subject matter hereof in any way.



     5.8.   Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.



          (a) This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware, regardless of the laws that might otherwise govern under applicable principles of
conflicts of laws thereof. The parties agree that irreparable damage would occur and that the
parties would not have any adequate remedy at law in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement
in the Court of Chancery of the State of Delaware (and any appellate court of the State of
Delaware) and the Federal courts of the United States of America located in the State of Delaware,
this being in addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of
the Court of Chancery of the State of Delaware (and any appellate court of the State of Delaware)
and the Federal courts of the United States of America located in the State of Delaware in the
event any dispute arises out of this Agreement or the transactions contemplated by this Agreement,
(b) agrees that it will not attempt to deny or defeat

12









 








such personal jurisdiction by motion or other
request for leave from any such court and (c) agrees that it will not bring any action relating to
this Agreement or the transactions contemplated by this Agreement in any court other than the Court
of Chancery of the State of Delaware or a Federal court of the United States of America located in
the State of Delaware.




          (b) Each party hereto hereby waives, to the fullest extent permitted by applicable law, any
right it may have to a trial by jury in respect of any suit, action or other proceeding arising out
of this Agreement or the transactions contemplated hereby. Each party hereto (a) certifies that no
representative, agent or attorney of any other party has represented, expressly or otherwise, that
such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing
waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into
this Agreement, by, among other things, the mutual waiver and certifications in this Section 5.8.




          (c) Each party to this Agreement irrevocably consents to the service of process out of any of
the aforementioned courts in any suit, action or other proceeding by the mailing of copies thereof
by mail to such party at its address set forth in this Agreement, such service of process to be
effective upon acknowledgement of receipt of such registered mail; provided that nothing in this
Agreement shall affect the right of any party to serve legal process in any other manner permitted
by law.




     5.9.   Amendment; Waiver. This Agreement may not be amended except by an instrument
in writing signed by BCH and the Stockholders, provided that any amendment to Sections 4.7
and 5.2 shall also require the consent of Giant. Each party may waive any right of such party
hereunder by an instrument in writing signed by such party and delivered to BCH and the
Stockholders.



     5.10.   Remedies. (a) Each party hereto acknowledges that monetary damages would not
be an adequate remedy in the event that any covenant or agreement in this Agreement is not
performed in accordance with its terms, and it is therefore agreed that, in addition to and without
limiting any other remedy or right it may have, the non-breaching party will have the right to an
injunction, temporary restraining order or other equitable relief in any court of competent
jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof.
Each party hereto agrees not to oppose the granting of such relief in the event a court determines
that such a breach has occurred, and to waive any requirement for the securing or posting of any
bond in connection with such remedy.



          (b) All rights, powers and remedies provided under this Agreement or otherwise available in
respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or
beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later
exercise of any other such right, power or remedy by such party.




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



13









 




jurisdiction, and if any provision of this Agreement is determined to be so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable, in
all cases so long as neither the economic nor legal substance of the transactions contemplated
hereby is affected in any manner adverse to any party or its stockholders. Upon any such
determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and
equitable substitute provision to effect the original intent of the parties as closely as possible
and to the end that the transactions contemplated hereby shall be fulfilled to the maximum extent
possible.




     5.12.   Successors and Assigns; Third Party Beneficiaries. Except for a Permitted
Transfer in compliance with the terms and conditions set forth herein, neither this Agreement nor
any of the rights or obligations of any party under this Agreement shall be assigned, in whole or
in part (by operation of law or otherwise), by any party without the prior written consent of the
other parties hereto. Subject to the foregoing, this Agreement shall bind and inure to the benefit
of and be enforceable by the parties hereto and their respective successors and permitted assigns.
Nothing in this Agreement, express or implied, is intended to confer on any Person other than the
parties hereto or their respective successors and permitted assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement.



[Remainder of this page intentionally left blank]




14









 








          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed (where
applicable, by their respective officers or other authorized Person thereunto duly authorized) as
of the date first written above.




	 	 	 	 	 	 	 
	 	 	BLUEGRASS CONTAINER HOLDINGS, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Clive Bode
 

	 	 
	 

	 	 	 	Name: Clive Bode	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CLAYTON, DUBILIER & RICE

FUND V LIMITED PARTNERSHIP
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CD&R Associates V

Limited Partnership, its

general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CD&R Investment Associates II,	 	 
	 	 	Inc., its managing general partner
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin J. Conway
 

	 	 
	 

	 	 	 	Name: Kevin J. Conway	 	 
	 

	 	 	 	Title: Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	EXOR GROUP S.A.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter J. Rothenberg
 

	 	 
	 

	 	 	 	Name: Peter J. Rothenberg	 	 
	 

	 	 	 	Title: Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 
	 	 	Family Stockholders:
	 
	 	 	 	 	 	 
	 	 	ADOLPH COORS FOUNDATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Coors
 

	 	 
	 

	 	 	 	Name: Jeffrey H. Coors	 	 
	 

	 	 	 	Title: Trustee and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	ADOLPH COORS, JR. TRUST DATED

SEPTEMBER 12, 1969
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Adolph Coors Company LLC, Trustee	 	 






 









 






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Coors
 

	 	 
	 

	 	 	 	Name: Jeffrey H. Coors	 	 
	 

	 	 	 	Title: Co-Chairman	 	 
	 
	 	 	 	 	 	 
	 	 	GROVER C. COORS TRUST DATED AUGUST

7, 1952
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Adolph Coors Company LLC, Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Coors
 

	 	 
	 

	 	 	 	Name: Jeffrey H. Coors	 	 
	 

	 	 	 	Title: Co-Chairman	 	 
	 
	 	 	 	 	 	 
	 	 	MAY KISTLER COORS TRUST DATED

SEPTEMBER 24, 1965
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Adolph Coors Company LLC, Trustee	 	 
	 
	 

	 	By:
	 	/s/ Jeffrey H. Coors
 

	 	 
	 

	 	 	 	Name: Jeffrey H. Coors	 	 
	 

	 	 	 	Title: Co-Chairman	 	 
	 
	 	 	 	 	 	 
	 	 	AUGUSTA COORS COLLBRAN TRUST

DATED JULY 5, 1946
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Adolph Coors Company LLC, Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Coors
 

	 	 
	 

	 	 	 	Name: Jeffrey H. Coors	 	 
	 

	 	 	 	Title: Co-Chairman	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BERTHA COORS MUNROE TRUST DATED

JULY 5, 1946
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Adolph Coors Company LLC, Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Coors
 

	 	 
	 

	 	 	 	Name: Jeffrey H. Coors	 	 
	 

	 	 	 	Title: Co-Chairman	 	 
	 
	 	 	 	 	 	 
	 	 	LOUISE COORS PORTER TRUST DATED JULY

5, 1946
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Adolph Coors Company LLC, Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Coors
 

	 	 
	 

	 	 	 	Name: Jeffrey H. Coors	 	 
	 

	 	 	 	Title: Co-Chairman	 	 
	 
	 	 	 	 	 	 
	 	 	HERMAN F. COORS TRUST DATED JULY 5,

1946
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Adolph Coors Company LLC, Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Coors
 

	 	 
	 

	 	 	 	Name: Jeffrey H. Coors	 	 
	 

	 	 	 	Title: Co-Chairman	 	 
	 
	 	 	 	 	 	 
	 	 	JANET H. COORS IRREVOCABLE TRUST FBO

FRANCES M. BAKER DATED JULY 27, 1976
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Coors
 

	 	 
	 

	 	 	 	Name: Jeffrey H. Coors	 	 
	 

	 	 	 	Title: Trustee	 	 






 









 






	 	 	 	 	 	 	 
	 	 	JANET H. COORS IRREVOCABLE TRUST FBO

FRANK E. FERRIN DATED JULY 27, 1976
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Coors
 

	 	 
	 

	 	 	 	Name: Jeffrey H. Coors	 	 
	 

	 	 	 	Title: Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	JANET H. COORS IRREVOCABLE TRUST FBO

JOSEPH J. FERRIN DATED JULY 27, 1976
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey H. Coors
 

	 	 
	 

	 	 	 	Name: Jeffrey H. Coors	 	 
	 

	 	 	 	Title: Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	GRAPHIC PACKAGING CORPORATION

(solely for purposes of Section 5.2)
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David W. Scheible
 

	 	 
	 

	 	Name: David W. Scheible	 	 
	 

	 	Title: President and Chief Executive Officer	 	 







 









 








Schedule 1




STOCKHOLDER INFORMATION




	 	 	 	 	 
	Name 	 	Existing Shares	 
	Clayton, Dubilier & Rice Fund V Limited Partnership
	 	 	34,222,500	 
	 
	 	 	 	 
	EXOR Group S.A.
	 	 	34,222,500	 
	 
	 	 	 	 
	Adolph Coors Foundation
	 	 	503,774	 
	 
	 	 	 	 
	Adolph Coors Jr. Trust dated September 12, 1969
	 	 	2,800,000	 
	 
	 	 	 	 
	Grover C. Coors Trust dated August 7, 1952
	 	 	51,211,864	 
	 
	 	 	 	 
	May Kistler Coors Trust dated September 24, 1965
	 	 	1,726,652	 
	 
	 	 	 	 
	Augusta Coors Colbran Trust dated July 5, 1946
	 	 	1,015,350	 
	 
	 	 	 	 
	Bertha Coors Munroe Trust dated July 5, 1946
	 	 	1,140,490	 
	 
	 	 	 	 
	Herman F. Coors Trust dated July 5, 1946
	 	 	1,435,000	 
	 
	 	 	 	 
	Louise C. Porter Trust dated July 5, 1946
	 	 	920,220	 
	 
	 	 	 	 
	Janet H. Coors Irrevocable Trust FBO Frances M. Baker,
dated July 27, 1976
	 	 	59,356	 
	 
	 	 	 	 
	Janet H. Coors Irrevocable Trust FBO Frank E. Ferrin,
dated July 27, 1976
	 	 	59,354	 
	 
	 	 	 	 





 









 






	 	 	 	 	 
	Name 	 	Existing Shares	 
	Janet H. Coors Irrevocable Trust FBO Joseph J. Ferrin,
dated July 27, 1976
	 	 	59,354	 
	 
	 	 	 	 





 









 






Schedule 2




STOCKHOLDER ADDRESSES




Clayton, Dubilier & Rice Fund V Limited Partnership

c/o Clayton, Dubilier & Rice, Inc.

375 Park Avenue

New York, New York 10152

Facsimile: (212) 407-5260

Attention: Kevin J. Conway



with a copy to:



Debevoise & Plimpton

919 Third Avenue

New York, New York 10022

Facsimile: (212) 909-6836

Attention: Paul S. Bird, Esq.




EXOR Group S.A.

c/o EXOR USA Inc.

375 Park Avenue

Suite 1901

New York, NY 10152

Facsimile: (212) 355-5690

Attention: Michael J. Bartolotta



with a copy to:



Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Facsimile: (212) 757-3990

Attention: Marc E. Perlmutter, Esq.




 









 








Family Stockholders:




Adolph Coors, Jr. Trust dated September 12, 1969

Grover C. Coors Trust dated August 7, 1952

May Kistler Coors Trust dated September 24, 1965

Augusta Coors Collbran Trust dated July 5, 1946

Bertha Coors Munroe Trust dated July 5, 1946

Louise Coors Porter Trust dated July 5, 1946

Herman F. Coors Trust dated July 5, 1946



Coors Family Trusts

2120 Carey Avenue, Suite 412

Cheyenne, WY 82001

Facsimile: (307) 635-7430

Attention: Jeffrey H. Coors




Janet H. Coors Irrevocable Trust FBO Frances M. Baker dated July 27, 1976

Janet H. Coors Irrevocable Trust FBO Frank E. Ferrin dated July 27, 1976

Janet H. Coors Irrevocable Trust FBO Joseph J. Ferrin dated July 27, 1976



Coors Family Trusts’ Office

c/o CBCo Mail Stop VR 900

Golden, CO 80401




Adolph Coors Foundation

4100 E. Mississippi Ave.

Suite 1850

Denver, CO 80246



In the case of each Family Stockholder with a copy to:



Thomas N. Long, P.C.

2120 Carey Avenue, Suite 300

Cheyenne, WY 82003

Facsimile: (307) 635-0413

Attention: Thomas N. Long, Esq.