EX-10.2




 Exhibit 10.2 

EXECUTION VERSION 

AMENDMENT NO. 1 TO 

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AND 

FOURTH AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT 

AND 
 INCREMENTAL FACILITY
AMENDMENT 
 (Incremental Euro Tranche Increase and Incremental Euro Term Facility) 

This AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AND FOURTH AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT AND
INCREMENTAL FACILITY AMENDMENT (Incremental Euro Tranche Increase and Incremental Euro Term Facility), dated as of July 23, 2021 (this “Amendment”), is among GRAPHIC PACKAGING INTERNATIONAL, LLC, a Delaware
limited liability company (the “Company”), certain Subsidiaries of the Company party hereto as Designated Borrowers (together with the Company, the “Borrowers” and, each a “Borrower”), GRAPHIC
PACKAGING INTERNATIONAL PARTNERS, LLC, a Delaware limited liability company (“Intermediate Holding”), the Subsidiaries of the Company party hereto (the “Subsidiary Guarantors” and together with the Borrowers and
Intermediate Holding, the “Loan Parties” and, each a “Loan Party”), the several banks and other financial institutions parties to this Amendment (the “Lenders” and, each a
“Lender”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and acknowledged and agreed to by GRAPHIC PACKAGING HOLDING COMPANY, a
Delaware corporation (“Holding”). 
 Recitals: 

A.    The Borrowers, the Lenders and the Administrative Agent are parties to that certain Fourth Amended and Restated
Credit Agreement, dated as of April 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Credit Agreement. 
 B.    The Loan Parties, Holding and the Administrative Agent are parties to
that certain Fourth Amended and Restated Guarantee and Collateral Agreement dated as of April 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”). 

C.    The Company has notified the Administrative Agent that Graphic Packaging International Europe Holdings B.V., a
Netherlands private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) (“GPI Europe Holdings”), or an Affiliate thereof, proposes to acquire (the “AR Packaging Acquisition”)
all of the outstanding equity interests of AR Packaging Group AB, a Swedish limited liability company with reg. no. 559062-9373 (the “Target”) pursuant to that certain Share Purchase Agreement dated as of May 12, 2021 (the
“AR Packaging Purchase Agreement”) between GPI Europe Holdings, as buyer, Sarcina Holdings S.a.r.l., a Luxembourg private limited liability company (société à responsabilité limitée)
incorporated under the laws of Luxembourg, and the other shareholders of the Target party thereto. 
 D.    The Company
has requested the following in connection with the AR Packaging Acquisition: 
 (i)     an Incremental
Euro Tranche Increase in the aggregate principal amount of €25,000,000 (the “2021 Incremental Euro Tranche Increase”) pursuant to subsection 2.6 of the Credit Agreement; 

(ii)    an Incremental Term Facility (the “Incremental Euro Term Facility”) to consist of
Incremental Term Loans (each, an “Incremental Euro Term Loan”) in an aggregate principal amount of €210,000,000 pursuant to subsection 2.6 of the Credit Agreement; and 











 (iii)     various amendments to the Credit Agreement and
the Guarantee and Collateral Agreement as set forth herein. 
 E.    Subject to the terms and conditions set forth
below, 
 (i)    each Lender identified on the signature pages hereto as a 2021 Incremental Euro Tranche
Increase Lender (each in such capacity, a “2021 Incremental Euro Tranche Increase Lender”) is willing to provide an, and/or increase its, Revolving Euro Tranche Commitment on the Incremental Euro Term Loan Funding Date (as defined
in Section 2(c) below) (if such date occurs), 
 (ii)    each Lender identified on the signature
pages hereto as an Incremental Euro Term Facility Lender (each in such capacity, a “Incremental Euro Term Facility Lender”) is willing to provide an Incremental Term Commitment with respect to the Incremental Euro Term Facility in
the respective amounts set forth on Schedule I hereto (such commitments, “Incremental Euro Term Loan Commitments”), and 

(iii)    the Administrative Agent and the Lenders party hereto are willing to so amend the Credit Agreement
and the Guarantee and Collateral Agreement. 
 In furtherance of the foregoing, subject to the terms and conditions set forth herein and in
reliance upon the representations and warranties set forth herein the parties agree as follows: 

Section 1.    2021 Incremental Euro Tranche Increase. 

(a)    Generally. Each 2021 Incremental Euro Tranche Increase Lender hereby agrees, on the terms set forth herein
and in the Credit Agreement and subject to the conditions set forth herein, to provide the 2021 Incremental Euro Tranche Increase on and after the Incremental Euro Term Loan Funding Date (if such date occurs) in the respective amounts set forth on
Schedule I hereto (the “2021 Incremental Euro Tranche Increase Commitments”) and in an aggregate principal amount for all 2021 Incremental Euro Tranche Increase Lenders of €25,000,000, such that after giving effect to
the 2021 Incremental Euro Tranche Increase, the Revolving Euro Tranche Commitments of the Revolving Euro Tranche Lenders shall equal €170,000,000 on the Incremental Euro Term Loan Funding Date (if such date occurs). The 2021 Incremental Euro
Tranche Increase is an “Incremental Euro Tranche Increase” made part of the Revolving Euro Tranche Facility under the Credit Agreement and shall have the same terms as the existing Revolving Euro Tranche Facility under the Credit
Agreement, all in accordance with subsection 2.6 and the other applicable provisions of the Credit Agreement. The 2021 Incremental Euro Tranche Increase shall increase the aggregate principal amount of the Revolving Euro Tranche Facility on
the Incremental Euro Term Loan Funding Date (if such date occurs) and be treated in all respects as part of the Revolving Euro Tranche Facility in effect prior to this Amendment. Notwithstanding the foregoing or anything else set forth herein, to
the extent the Incremental Euro Term Loan Funding Date does not occur on or before the Incremental Euro Expiration Date (as defined in Section 2(c) below) (or, if earlier, the termination in full of the Incremental Euro
Term Loan Facility), the obligation of the 2021 Incremental Euro Tranche Increase Lenders hereunder to provide the 2021 Incremental Euro Tranche Increase shall terminate on the Incremental Euro Expiration Date (or, if earlier, the termination in
full of the Incremental Euro Term Loan Facility). Bank of America, N.A., in its capacity as Swing Line Euro Tranche Lender, hereby consents to the lenders set forth on Schedule I. 

  
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 (b)    Conditions and Consents. The Company, the Borrowers, the
Administrative Agent, each 2021 Incremental Euro Tranche Increase Lender, and each other party hereto consent to the provision of the 2021 Incremental Euro Tranche Increase on the terms set forth herein and waive any condition to the effectiveness
of the 2021 Incremental Euro Tranche Increase that is not satisfied by satisfaction of the conditions precedent set forth herein (including any contrary notice provisions, minimum amounts, time limits and other requirements) and the application of
the proceeds thereof in accordance with the terms hereof. The Company and applicable Borrowers under the Revolving Euro Tranche Facility shall prepay any Revolving Euro Tranche Loans outstanding under the Revolving Euro Tranche Facility on the
Incremental Euro Term Loan Funding Date (if such date occurs) (and pay any additional amounts required pursuant to the terms of the Credit Agreement) to the extent necessary to keep the outstanding Revolving Euro Tranche Loans under the Revolving
Euro Tranche Facility ratable with any revised Applicable Percentages arising from any non-ratable increase in the Revolving Euro Tranche Commitments under this Section 1. 

(c)    2021 Incremental Euro Tranche Increase Ticking Fee. In consideration of each 2021 Incremental Euro Tranche
Increase Lender agreeing to the 2021 Incremental Euro Tranche Increase upon the Incremental Euro Term Loan Funding Date (if such date occurs), the Company agrees to pay to the 2021 Incremental Euro Tranche Increase Lenders, a ticking fee for the
period from and including the 31st day following the Amendment Effective Date through the earliest to occur of (i) the Incremental Euro Term Loan Funding Date, (ii) the Incremental Euro
Expiration Date and (iii) the termination in full of the Incremental Euro Term Loan Facility (such earliest date, the “Incremental Euro Termination Date”), in an amount equal to the per annum “Incremental Euro Tranche
Increase Ticking Fee” as set forth below on the amount of the outstanding 2021 Incremental Euro Tranche Increase Commitments, and such amounts shall be payable quarterly in arrears on the second Business Day of each January, April, July and
October and on the Incremental Euro Termination Date. 
  

					
	 Consolidated Total Leverage Ratio
	  	Incremental Euro Tranche
Increase Ticking Fee	 
	 Greater than or equal to 4.00 to 1.00
	  	 	0.350	% 
	 Greater than or equal to 3.50 to 1.00, but less than 4.00 to 1.00
	  	 	0.300	% 
	 Greater than or equal to 2.50 to 1.00, but less than 3.50 to 1.00
	  	 	0.250	% 
	 Less than 2.50 to 1.00
	  	 	0.200	% 

 Section 2.     Incremental Euro Term Facility.

 (a)    Incremental Euro Term Facility. Pursuant to subsection 2.6 of the Credit Agreement, the
Incremental Euro Term Facility is hereby established under the Credit Agreement on the terms set forth below. 

(b)    Principal Amount. The aggregate principal amount of the Incremental Euro Term Loan Commitments is
€210,000,000, and the principal amount of each Incremental Euro Term Facility Lender’s Incremental Euro Term Loan Commitment is set forth on Schedule I hereto. The Company’s obligations with respect to the Incremental
Euro Term Loans shall constitute Obligations under the Credit Agreement, and the Incremental Euro Term Loans will be secured, will be guaranteed and will rank pari passu in right of payment and security with the Loans outstanding under the
Credit Agreement as of the date hereof. 
 (c)    Availability/Borrowing. The Incremental Euro Term Loan
Commitments shall remain in effect during the period from the Amendment Effective Date to the earlier of (i) May 12, 2022 and (ii) the 

  
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termination of the AR Packaging Purchase Agreement (such earlier date, the “Incremental Euro Expiration Date”). The Incremental Euro Term Loans shall be funded in a single
drawing on a Business Day occurring on or before the Incremental Euro Expiration Date (the date on which such Incremental Euro Term Loans are funded, the “Incremental Euro Term Loan Funding Date”) upon (x) the satisfaction of
the conditions precedent set forth in Section 7 hereof and (y) the delivery by the Company of written notice at least three (3) Business Days’ in advance of such drawing by providing to the Administrative
Agent a duly executed borrowing notice substantially consistent (where applicable) with Exhibit G (Loan Notice) to the Credit Agreement. The obligation of the Incremental Euro Term Facility Lenders to honor such Request for Credit Extension is
subject to the satisfaction or waiver of the conditions precedent set forth in Section 7 hereof. Any Incremental Euro Term Loan Commitment not funded by the Incremental Euro Expiration Date shall be terminated. Amounts
borrowed under the Increment Euro Term Facility that are repaid or prepaid may not be re-borrowed. Each Incremental Euro Term Loan shall be advanced in Euros. 

(d)    Maturity Date; Repayment. The maturity date for the Incremental Euro Term Loans shall be April 1, 2026
(the “Incremental Euro Term Loan Termination Date”). The “Termination Date” definition in the Credit Agreement shall be deemed amended to include reference to the Incremental Euro Term Loan Termination Date as the
applicable “Termination Date” with respect to the Incremental Euro Term Loan Facility. Beginning with the fifth full fiscal quarter after the Incremental Euro Term Loan Funding Date, the Company shall repay to the Administrative Agent, for
the account of the Incremental Euro Term Facility Lenders, the principal amount of the Incremental Euro Term Loans on the first Business Day of each January, April, July and October in a principal amount equal to (i) 0.625% of the original aggregate
principal amount of the Incremental Euro Term Loans per fiscal quarter for the first four fiscal quarters thereafter and (ii) 1.250% of the original aggregate principal amount of the Incremental Euro Term Loans per fiscal quarter for each fiscal
quarter thereafter (in each case, subject to reduction as provided in subsection 4.2 of the Credit Agreement); provided that the final principal installment of the Incremental Euro Term Loans shall be paid on the Incremental Euro Term
Loan Termination Date (or such earlier date on which the Incremental Euro Terms become due and payable pursuant to subsection 9 of the Credit Agreement) and in any event shall be in an amount equal to the principal amount of all Incremental
Euro Term Loans outstanding on such date. 
 (e)    Interest Rate. Each Incremental Euro Term Loan shall bear
interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurocurrency Rate for Loans denominated in Euros determined for such day plus the Applicable Margin in effect for such day. The “Applicable
Margin” definition in the Credit Agreement shall be deemed amended to include reference to the Incremental Euro Term Loan Pricing Grid set forth below and the “Applicable Margin for Incremental Euro Term Loan” set forth therein. 

“Incremental Euro Term Loan Pricing Grid”: with respect to Incremental Euro Term Loans and the Incremental
Euro Term Loan Commitment Fee Rate: 
  

									
	 Consolidated Total

Leverage Ratio
	  	Applicable Margin for
Incremental Euro Term
Loan	 	 	Incremental Euro
Term Loan
Commitment Fee
Rate	 
	 Greater than or equal to 4.00 to 1.00
	  	 	1.750	% 	 	 	0.350	% 
	 Greater than or equal to 3.50 to 1.00, but less than 4.00 to 1.00
	  	 	1.625	% 	 	 	0.300	% 
	 Greater than or equal to 2.50 to 1.00, but less than 3.50 to 1.00
	  	 	1.375	% 	 	 	0.250	% 
	 Less than 2.50 to 1.00
	  	 	1.125	% 	 	 	0.200	% 


  
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 Subject to subsection 4.4(c) of the Credit Agreement, each determination of the
Consolidated Total Leverage Ratio pursuant to the Incremental Euro Term Loan Pricing Grid shall be made in a manner consistent with the determination thereof made on the certificate delivered pursuant to subsection 7.2(a)
of the Credit Agreement. For purposes of clause (iii) of “Applicable Margin”, if such financial statements and certificate are not delivered prior to the expiration of the applicable cure period set forth in the Credit Agreement,
then, effective upon such expiration, for the period from the date upon which such financial statements and certificate were required to be delivered (after the expiration of the applicable cure period) until two Business Days following the date
upon which they actually are delivered, the Applicable Margin shall be 1.750% per annum in the case of Incremental Euro Term Loans and 0.350% in the case of the Incremental Euro Term Loan Commitment Fee Rate. 

(f)    Default Rate. If all or a portion of (i) the principal amount of the Incremental Euro Term Loan,
(ii) any interest payable thereon or (iii) any unused commitment fee or other amount payable under this Amendment or the Credit Agreement shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such
overdue amount shall bear interest at a rate per annum determined in accordance with Section 2(e) of this Amendment as of such date plus an additional margin of 2% per annum from the date of such non-payment until such amount is paid in full (as well after as before judgment). While any Event of Default specified in subsection 9(f) of the Credit Agreement exists, the Company shall pay interest on the
principal amount of all outstanding Obligations hereunder at an interest rate per annum determined in accordance with Section 2(e) of this Amendment as of such date plus an additional margin of 2% per annum to the
fullest extent permitted by applicable Laws. In each case, such adjusted rate shall constitute a Default Rate under the Credit Agreement. 

(g)    Interest Payment Dates. Interest on the Incremental Euro Term Loans shall be payable in arrears on the last
day of each Interest Period applicable to such Incremental Euro Term Loan and the Incremental Euro Term Loan Termination Date; provided that (i) if any Interest Period for an Incremental Euro Term Loan exceeds three months, interest on
the applicable Incremental Euro Term Loans shall be payable on the respective dates that fall every three months after the beginning of an Interest Period and (ii) the interest accruing pursuant to Section 2(f) of this
Amendment shall be payable from time to time on demand. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. 

(h)    Prepayments; Funding Losses. 

(i)    The Company may any time and from time to time, upon notice to the Administrative Agent pursuant to
delivery to the Administrative Agent of a duly executed notice of loan prepayment substantially consistent (where applicable) with Exhibit L (Notice of Loan Prepayment) to the Credit Agreement, prepay the Incremental Euro Term Loans made to it, in
whole or in part without premium or penalty (subject to subjection 4.10 of the Credit Agreement), provided, that such notice must be received by the Administrative Agent ) by 10:00 a.m. (London time) three (3) Business Days prior
to the date fixed for such prepayment. Each such notice shall specify the date and amount of prepayment and the interest to be paid on the prepayment date with respect to such principal amount being prepaid. Upon the receipt of any such notice, the
Administrative Agent shall promptly notify the Incremental Euro Term Facility Lenders thereof. 

  
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If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid.
Notwithstanding the foregoing, the Company may rescind or postpone any notice of prepayment under this clause (h)(i) if such prepayment would have resulted from a refinancing or replacement of the Incremental Euro Term Loans, which refinancing or
replacement shall not have been consummated or shall have otherwise been delayed. Partial prepayments pursuant to this clause (h) shall be in a principal amount of €1,000,000 or a whole multiple of €500,000 in excess thereof. 

(ii)    In connection with any mandatory prepayment under subsection 4.2(b) of
the Credit Agreement and in accordance with subsection 4.2(c) of the Credit Agreement, the Company shall ensure (whether through an additional optional prepayment or otherwise) that the Incremental Euro Term Loans are prepaid on a
ratable basis with the outstanding Term A-1 Loans and the Term A-2 Loans pursuant to subsection 4.2(d) of the Credit Agreement; it being understood that the
amount of the prepayment required by subsection 4.2(b) to be applied to the Incremental Euro Term Loans shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of any Term A-1 Loans, any Term A-2 Loans, any pari passu Incremental Term Loans and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(i)
or (e)(ii) of the Credit Agreement then outstanding that requires such corresponding mandatory prepayment; provided that any such mandatory prepayment shall be subject to subsection 4.2(g) of the Credit Agreement. 

(i)    Use of Proceeds. The proceeds of the Incremental Euro Term Loans shall be used on the Incremental Euro Term
Loan Funding Date by the Company to (A) finance a portion of the AR Packaging Acquisition and (B) to pay or reimburse fees, commissions and expenses in connection therewith. 

(j)    Unused Commitment Fee. In consideration of the Incremental Euro Term Facility, the Company agrees to pay to
the Incremental Euro Term Facility Lenders, subject to adjustment as provided in subsection 4.6(e) of the Credit Agreement, an unused commitment fee for the period from and including the
31st day following the Amendment Effective Date through the Incremental Euro Termination Date, in an amount equal to the per annum “Incremental Euro Term Loan Commitment Fee Rate” as set
forth in the Incremental Euro Term Loan Pricing Grid set forth above on the daily amount of the outstanding Incremental Euro Term Loan Commitments, and such amounts shall be payable quarterly in arrears on the second Business Day of each January,
April, July and October and on the Incremental Euro Termination Date. The “Commitment Fee Rate” definition in the Credit Agreement shall be deemed amended to include reference to the Incremental Euro Term Loan Commitments, the Incremental
Euro Term Loan Pricing Grid set forth above and the “Incremental Euro Term Loan Commitment Fee Rate” set forth therein. 

(k)    Required Incremental Euro Term Facility Lenders. 

(i)    The following definition of “Required Incremental Euro Term Facility Lenders” shall
be added to subsection 1.1 of the Credit Agreement. 
 “Required Incremental Euro Term Facility Lenders”: as of any
date of determination, Incremental Euro Term Facility Lenders holding more than 50% of the total outstanding Incremental Euro Term Loan Commitments or the Incremental Euro Term Loans on such date, as applicable; provided that the portion of
Incremental Euro Term Loan Commitments or Incremental Euro Term Loans held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Incremental Euro Term Facility Lenders. 

  
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 (ii)    The definition of “Required Facility
Lenders” in the Credit Agreement shall be amended to include the following at the end thereof “and (f) for the Incremental Euro Term Loan Facility, the Required Incremental Euro Term Facility Lenders”. 

(iii)    Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with
respect to the Credit Agreement shall be restricted as set forth in the definitions of “Required Incremental Euro Term Facility Lenders”. 

(iv)    No waiver and no amendment, supplement or modification of the Credit Agreement nor any other Loan
Document shall reduce the percentages specified in the definition of “Required Incremental Euro Term Facility Lenders,” without the written consent of each Incremental Euro Term Facility Lender (which reduction shall not also require the
vote of the Required Lenders). 
 (v)    Subsection 11.1(d) of the Credit Agreement is amended to
add reference to “or the Required Incremental Euro Term Facility Lenders” after “Required Revolving Yen Tranche Lenders” in the 6th line thereof. 

(l)    Conditions and Consents. The Company, the Borrowers, the Administrative Agent, each Incremental Euro Term
Facility Lender, and each other party hereto consent to the provision of the Incremental Euro Term Facility on the terms set forth herein and waive any condition to the effectiveness of the Incremental Euro Term Facility that is not satisfied by
satisfaction of the conditions precedent set forth in Section 6 hereof (including any notice provisions, minimum amounts or other time limits) and the application of the proceeds thereof in accordance with the terms hereof.

 Section 3.    Amendments to Credit Agreement. 

(a)    Incremental Facility Amendment. The parties hereto agree and acknowledge that for all purposes (i) this
Amendment shall be considered an “Incremental Facility Amendment”, (ii) the 2021 Incremental Euro Tranche Increase provided herein shall be considered an “Incremental Euro Tranche Increase”, (iii) each 2021 Incremental Euro
Tranche Increase Lender shall be considered a “Revolving Euro Tranche Lender” as of the Incremental Euro Term Loan Funding Date (if such date occurs), (iv) the borrowings to be made under the 2021 Incremental Euro Tranche Increase shall be
considered “Revolving Euro Tranche Borrowings”, (v) the commitment of each 2021 Incremental Euro Tranche Increase Lender hereunder to make Revolving Euro Tranche Loans pursuant to the terms hereof shall be considered a “Revolving Euro
Tranche Commitment”, (vi) each Loan made pursuant to Section 1 hereof shall be considered an “Revolving Euro Tranche Loan”, (vii) the Incremental Euro Term Facility provided herein shall be considered an
“Incremental Term Facility”, (viii) each Incremental Euro Term Facility Lender shall be considered an “Incremental Term Lender”, (ix) the borrowings to be made under the Incremental Euro Term Facility shall be considered
“Incremental Term Borrowings”, (x) the commitment of each Incremental Euro Term Facility Lender hereunder to make Incremental Euro Term Loans pursuant to the terms hereof shall be considered an “Incremental Term Commitment” and
(xi) each Incremental Euro Term Loan made pursuant hereto shall be considered an “Incremental Term Loan”, a “Eurocurrency Loan” and a “Term Loan” in each case as such terms are defined in and used in the Credit
Agreement. Furthermore, (x) the parties hereto agree and acknowledge that for all purposes, (i) the Obligations in respect of the 2021 Incremental Euro Tranche Increase and the Incremental Euro Term Loans as provided herein shall be
considered “Credit Agreement Obligations” and (ii) the Incremental Euro Term Facility as provided herein shall be considered one of the “Credit Facilities”, in each case as such terms are defined in that certain
Intercreditor Agreement (as defined in the Credit Agreement), and (y) the parties hereto agree and acknowledge that for all purposes the Incremental Euro Term Facility as provided herein constitutes a “Credit Facility” under and as
defined in the Indentures (as defined in the Credit Agreement). 

  
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 (b)    2021 Incremental Euro Tranche Increase. As of the
Incremental Euro Term Loan Funding Date (if such date occurs), to the extent necessary in connection with the 2021 Incremental Euro Tranche Increase, and in accordance with subsection 2.6 thereof, the Credit Agreement is hereby deemed amended
pursuant to the terms provided above to incorporate the 2021 Incremental Euro Tranche Increase as a part of the Revolving Euro Tranche Facility. 

(c)    Incremental Euro Term Facility. To the extent necessary in connection with the Incremental Euro Term
Facility, and in accordance with subsection 2.6 thereof, the Credit Agreement is hereby deemed amended pursuant to the terms provided above to incorporate the Incremental Euro Term Facility as an Incremental Term Facility. 

(d)    Additional Amendments to Credit Agreement. In addition to the other amendments to the Credit Agreement set
forth above, effective upon the Amendment Effective Date and subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended as follows: 

(i)    Section 1.1 of the Credit Agreement is hereby amended to insert the following new definition
in appropriate alphabetical position therein to read as follows: 
 ““AR Packaging Acquisition”: the
acquisition by Graphic Packaging International Europe Holdings B.V., a Netherlands private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) (“GPI Europe Holdings”), or an Affiliate
thereof, of all of the outstanding equity interests of AR Packaging Group AB, a Swedish limited liability company with reg. no. 559062-9373 (the “Target”) pursuant to that certain Share Purchase Agreement dated as of May 12,
2021 between GPI Europe Holdings, as buyer, Sarcina Holdings S.a.r.l., a Luxembourg private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, and the
other shareholders of the Target party thereto.” 
 (ii)    Section 8.1(a) of the Credit
Agreement is hereby amended to add the following language at the end of such Section: 
 “; provided further that, solely in the
event the AR Packaging Acquisition is consummated, for the fiscal quarter in which the AR Packaging Acquisition has been consummated through the later of (x) the fourth full fiscal quarter ending after consummation of the AR Packaging
Acquisition and (y) the fiscal quarter ending December 31, 2022 (such later date, the “AR Packaging Leverage Step-Down Date”), the maximum permitted Consolidated Total Leverage Ratio for the applicable Test Period shall be
5.00 to 1.00, but in no event shall (1) such increase in the Consolidated Total Leverage Ratio after consummation of the AR Packaging Acquisition constitute an Elevated Ratio Period or (2) an Elevated Ratio Period be permitted during such
increase period or the fiscal quarter ending immediately after the AR Packaging Leverage Step-Down Date.” 
 The amendments to the Credit Agreement are
limited to the extent specifically described herein and no other terms, covenants or provisions of the Credit Agreement are intended to be affected hereby. This Amendment is not a novation of the Credit Agreement, or of any credit facility,
guaranty, pledge, security interest or lien provided thereunder or in respect thereof. 

Section 4.    Election and Consent. The Company hereby makes an election to
treat the AR Packaging Acquisition as a Limited Conditionality Acquisition and the Administrative Agent and each of the Lenders party hereto hereby consent to such treatment of the AR Packaging Acquisition as a Limited Conditionality Acquisition,
including without limitation for purposes of determining the financial ratio 

  
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incurrence test or condition or the compliance with Sections 8.1 or 8.9 and the implementation of Section 2.6(e). The foregoing consent shall in no way
serve to waive compliance with any other terms, covenants or provisions of the Credit Agreement or any other Loan Document, is granted for the limited purposes set forth herein and shall not be deemed to permanently modify the provisions of the
Credit Agreement or any other Loan Document through course of conduct, course of dealing or otherwise. 

Section 5.    Amendments to Guarantee and Collateral Agreement. The second
sentence of Section 5.4(a) of the Guarantee and Collateral Agreement is hereby amended and restated in its entirety to read as follows: 

Notwithstanding the foregoing, nothing in this Section 5.4 shall prohibit Holding, directly or
indirectly from (i) acquiring businesses, assets, equity, or other property from any Person or using Capital Stock of Holding, cash or other property as consideration in a merger, purchase or any other form of business combination transaction,
or incurring Indebtedness by Holding, Intermediate Holding or one of their Subsidiaries to finance an acquisition of businesses, assets, equity or other property from any Person, so long as (A) to the extent applicable, such acquired
businesses, assets, equity or property are promptly contributed to the Company, (B) any such Indebtedness is assumed by the Company prior to or reasonably promptly after the consummation of such acquisition and, to the extent applicable, the
contribution of such acquired businesses, assets, equity or other property to the Company and (C) any such Indebtedness could have been incurred by the Company in accordance with the terms of the Credit Agreement on the date such Indebtedness
is incurred by Holding, Intermediate Holding or one of their Subsidiaries, subject to the Limited Conditionality Acquisition provisions with respect to any such acquisition designated as a Limited Conditionality Acquisition under the terms of the
Credit Agreement, (ii) the negotiation, execution and delivery of documents and instruments that may, upon the consummation thereof, constitute a Change of Control or (iii) such activities as are incidental to the foregoing. 

The amendments to the Guarantee and Collateral Agreement are limited to the extent specifically described herein and no other terms, covenants
or provisions of the Guarantee and Collateral Agreement are intended to be affected hereby. 

Section 6.    Conditions Precedent to the Amendment Effective Date. This
Amendment, including the amendments, waivers and consents provided herein, the obligation of each 2021 Incremental Euro Tranche Increase Lender to provide the 2021 Incremental Euro Tranche Increase as provided herein and the obligation of each
Incremental Euro Term Facility Lender to provide the Incremental Euro Term Loan Facility as provided herein, shall become effective on the first Business Day on which the following conditions are satisfied or waived (such date, the
“Amendment Effective Date”): 
 (a)    Documents. The Administrative Agent shall have received:

 (i)    counterparts of this Amendment, duly executed by the Company, each other Loan Party, the
Administrative Agent, the Swing Line Euro Tranche Lender, each 2021 Incremental Euro Tranche Increase Lender, each Incremental Euro Term Facility Lender and Lenders constituting Required Lenders; 

(ii)    a promissory note in form and substance as reasonably requested by any Incremental Euro Term
Facility Lender executed by the Company in favor of such Incremental Euro Term Facility Lender; and 

  
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 (iii)    a certificate, dated the Amendment Effective
Date and signed by a Responsible Officer of the Company, certifying that, before and after giving effect to the 2021 Incremental Euro Tranche Increase and the Incremental Euro Term Facility, (x) the Loan Parties are in compliance with the
conditions set forth in 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 of the Credit Agreement shall be deemed to
refer to the Amendment Effective Date and (y) the Company shall be in Pro Forma Compliance (assuming the 2021 Incremental Euro Tranche Increase and the Incremental Euro Term Loan Facility are each fully drawn). 

(b)    Legal Opinions. The Administrative Agent shall have received the following executed legal opinions (each in
form and substance reasonably satisfactory to the Administrative Agent): 
 (i)    the executed legal
opinion of Alston & Bird LLP, special New York and English counsel to each of Intermediate Holding, the Company and the other Loan Parties; 

(ii)    the executed legal opinion of Lauren S. Tashma, counsel to each of Intermediate Holding, the
Company and certain other Loan Parties; and 
 (iii)    the executed legal opinion of Bird &
Bird, LLP, special Netherlands counsel to GPI Europe Holdings. 
 (c)    Corporate Proceedings of the Company and
each applicable Borrower. 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 the Company, GPI Europe
Holdings, and Graphic Packaging International Limited (together with GPI Europe Holdings, the “Revolving Euro Designated Borrowers”) authorizing (i) the execution, delivery and performance of this Amendment, promissory notes
and the other Loan Documents to be executed by such Loan Party in connection with this Amendment, and (ii) the use of the Credit Extensions to the Company and the Revolving Euro Designated Borrowers to be provided pursuant to the 2021
Incremental Euro Tranche Increase and the Incremental Euro Term Loan Facility, in each case certified by the Secretary or an Assistant Secretary (or other individual providing similar duties) of such Borrower as of the Amendment Effective 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. 
 (d)    Incumbency Certificates. The
Administrative Agent shall have received a certificate of the Company and each Revolving Euro Designated Borrower, dated as of the Amendment Effective Date, as to the incumbency and signature of the officers of such Borrower executing this Amendment
and each other Loan Document, reasonably satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Borrower. 

(e)    Governing Documents. The Administrative Agent shall have received (i) copies of the certificate or
articles of incorporation and by-laws of the Company and each Revolving Euro Designated Borrower, certified as of the Amendment Effective Date as complete and correct copies thereof by the Secretary or an
Assistant Secretary (or other individual providing similar duties) of such Borrower or (ii) certifications of the Secretary or an Assistant Secretary (or other individual providing similar duties) of such Loan Party as to the absence of any
amendment or change to such governing documents since the Effective Date. 
 (f)    KYC Information. Each Lender
shall have received, at least five (5) Business Days prior to the Amendment Effective Date (or such shorter time as agreed by such Lender), all documentation and 

  
 10 












 
other information requested by such Lender in writing at least five (5) Business Days prior to such date and required by regulatory authorities under applicable “Know Your
Customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and beneficial ownership regulations. 

(g)    Fees and Expenses. All applicable fees and expenses, to the extent payable on the Amendment Effective Date,
shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses). 
 Without limiting the
generality of the provisions of the last paragraph of subsection 10.3 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 6, each Lender that has signed this
Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto. 

Section 7.    Conditions to Funding Incremental Euro Term Loans. The
obligation of the Incremental Euro Term Facility Lenders to fund the Incremental Euro Term Loans pursuant to Section 2 hereof is subject to the satisfaction of the following conditions precedent: 

(a)    Representations and Warranties. Each of (a) the Specified Representations and (b) the Specified
Acquisition Agreement Representations (in each case, as defined below) are true and correct in all material respects (or in all respects if otherwise already qualified by materiality or Material Adverse Effect) on and as of such date. For purposes
hereof, (x) “Specified Representations” means the representations and warranties (including to the extent incorporated by reference in other Loan Documents) set forth in Section 5.2(b),
Section 5.3(a), the first, third and last sentences of Section 5.4 (but solely as it relates to the execution, delivery and performance of the documents set forth in
Section 6(a)(i) and Section 6(a)(ii) above (collectively, the “Amendment Documents”)), Section 5.12, Section 5.14,
Section 5.15, Section 5.21(a) and (b) with respect to each Foreign Obligor (but solely as a condition to the availability of or as it relates to the execution, delivery and performance
of the Amendment Documents in respect of the 2021 Incremental Euro Tranche Increase)) and Section 5.24, and (y) “Specified Acquisition Agreement Representations” means such representations and warranties
made by the sellers and the Target in the AR Packaging Purchase Agreement as are material to the interests of the Administrative Agent and the Incremental Euro Term Facility Lenders, but only to the extent that GPI Europe Holdings or its Affiliates
have the right to terminate its or its Affiliates’ obligations under the AR Packaging Purchase Agreement (or the right not to consummate the AR Packaging Acquisition pursuant to the AR Packaging Purchase Agreement) as a result of a failure of
such representations and warranties to be true and correct. 
 (b)    No Specified Default. No Event of Default
under subsections 9(a) or (f) of the Credit Agreement shall have occurred and be continuing on such date or after giving effect to the Credit Extensions requested to be made on such date. 

(c)    Request for Credit Extension. The Administrative Agent shall have received a Request for Credit Extension in
accordance with the requirements set forth herein and in the Loan Documents. 
 (d)    AR Packaging Acquisition.
The AR Packaging Acquisition shall have been, or shall be consummated substantially concurrently with the funding of the Incremental Euro Term Loans in accordance with the terms of the AR Packaging Purchase Agreement (without giving effect to any
amendment, modification, waiver or consent thereunder that is materially adverse to the interests of the Lenders (in their capacities as such) and/or the Administrative Agent, either individually or in the aggregate). 

  
 11 












 (e)    Fees and Expenses. All of the fees and expenses payable on
or prior to the funding date in respect of the Incremental Euro Term Facility and the 2021 Incremental Euro Tranche Increase shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses). 

Section 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 of the Amendment Effective Date, as follows: 

(a)    Each of the representations and warranties made by any Loan Party pursuant to the Credit Agreement or any other
Loan Document is (except to the extent that it relates to a particular date, in which case it shall be true and correct as of such particular date) true and correct in all material respects (or in all respects if otherwise already qualified by
materiality or Material Adverse Effect) on and as of the date hereof as if made on and as of the date hereof, provided that for purposes hereof, the representations and warranties contained in subsection 5.1(a) of the Credit Agreement
shall be deemed to refer to the most recent statements furnished pursuant to subsection 7.1(a) and (b) of the Credit Agreement, respectively. 

(b)    No Default or Event of Default has occurred and is continuing or will exist after giving effect to this Amendment
and the amendments contemplated hereby. 
 (c)    This Amendment has been duly authorized, executed and delivered by
such Loan Party and constitutes its legal, valid and binding obligation, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally
and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 

Section 9.    Miscellaneous. 

(a)    Ratification and Confirmation of Loan Documents. Each of the Loan Parties hereby consents, acknowledges and
agrees to the amendments and releases set forth herein and hereby confirms and ratifies in all respects the Loan Documents to which such Person is a party (including, without limitation, with respect to each Guarantor, the continuation of its
payment and performance obligations under the Guarantee and Collateral Agreement and, with respect to each Borrower and each Guarantor, the continuation and extension of the liens granted under the Security Documents), in each case after giving
effect to the amendments contemplated hereby. 
 (b)    Fees and Expenses. The Company shall pay on demand all
reasonable out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the preparation, negotiation, execution, and delivery of this
Amendment and any other documents prepared in connection herewith, including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, in each case, as set forth in subsection 11.5(a) of the Credit
Agreement. 
 (c)    Headings. Section and subsection headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. 

(d)    Governing Law; Jurisdiction; Waiver of Jury Trial; Etc; Severability. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York, and shall be further subject to the provisions of subsections 11.12, 11.15 and 11.17 of the Credit Agreement. 

(e)    Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number
of separate counterparts (including by telecopy), and all of such counterparts 

  
 12 












 
taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means
(e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like
import in or relating to this Amendment and/or any document to be signed in connection with this Amendment shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and deliveries or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable
Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each of the Loan
Parties agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For purposes hereof,
“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. 

(f)    Entire Agreement. This Amendment, together with the other Loan Documents (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 in accordance with subsection 11.1 of the Credit Agreement. This Amendment is a Loan Document. 

(g)    Enforceability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. 
 (h)    Successors and Assigns. This Amendment
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns (subject to subsection 11.6 of the Credit Agreement). 

[Remainder of Page Intentionally Left Blank; Signature Pages Follow] 

  
 13 












 The following parties have caused this Amendment to be executed as of the date first written
above. 
  

			
	BORROWERS:
	
	GRAPHIC PACKAGING INTERNATIONAL, LLC
		
	By:	 	 /s/ Stephen R. Scherger

	Name:	 	Stephen R. Scherger
	Title:	 	Executive Vice President and Chief Financial Officer
	
	GRAPHIC PACKAGING INTERNATIONAL EUROPE HOLDINGS B.V.
		
	By:	 	 /s/ Stephen R. Scherger

	Name:	 	Stephen R. Scherger
	Title:	 	Director
	
	GRAPHIC PACKAGING INTERNATIONAL LIMITED
		
	By:	 	 /s/ Stephen R. Scherger

	Name:	 	Stephen R. Scherger
	Title:	 	Executive Vice President, Chief Financial Officer and Director
	
	GRAPHIC PACKAGING INTERNATIONAL JAPAN LTD.
		
	By:	 	 /s/ Michael P. Doss

	Name:	 	Michael P. Doss
	Title:	 	Director



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	OTHER LOAN PARTIES:
	
	GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC
		
	By:	 	 /s/ Stephen R. Scherger

	Name:	 	Stephen R. Scherger
	Title:	 	Executive Vice President and Chief Financial Officer
	
	FIELD CONTAINER QUERETARO (USA), L.L.C.
		
	By:	 	 /s/ Stephen R. Scherger

	Name:	 	Stephen R. Scherger
	Title:	 	Executive Vice President and Chief Financial Officer



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 Acknowledged and Agreed as of the 

date first set forth above: 
  

			
	GRAPHIC PACKAGING HOLDING COMPANY
		
	By:	 	 /s/ Michael P. Doss

	Name:	 	Michael P. Doss
	Title:	 	President and Chief Executive Officer



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
					
	ADMINISTRATIVE AGENT AND LENDERS:
	
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 /s/ Ronaldo Naval

		 	Name:	 	Ronaldo
Naval                                        
    
		 	Title:	 	Vice President



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Term Facility) 












 
					
	BANK OF AMERICA, N.A., as a Lender and Swing Line Euro Tranche Lender, 2021 Incremental Euro Tranche Increase Lender and Incremental Euro Term Facility Lender
		
	By:	 	 /s/ Erron Powers

		 	Name:	 	Erron
Powers                                        
      
		 	Title:	 	Director



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	COBANK, ACB, as a Lender
		
	By:	 	 /s/ Robert Prickett

	Name:	 	Robert Prickett
	Title:	 	Vice President



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender and Incremental Euro Term Facility Lender
		
	By:	 	 /s/ Jonathan James

	Name:	 	Jonathan James
	Title:	 	Senior Vice President



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	MIZUHO BANK, LTD., as a Lender, 2021 Incremental Euro Tranche Increase Lender and Incremental Euro Term Facility Lender
		
	By:	 	 /s/ Donna DeMagistris

	Name:	 	Donna DeMagistris
	Title:	 	Authorized Signatory



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	PNC BANK, NATIONAL ASSOCIATION, as a Lender and Incremental Euro Term Facility Lender
		
	By:	 	 /s/ Bunny Dalbec

	Name:	 	Bunny Dalbec
	Title:	 	Senior Vice President



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	COŐPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Lender and Incremental Euro Term Facility Lender
		
	By:	 	 /s/ Michael LaHaie

	Name:	 	Michael LaHaie
	Title:	 	Managing Director
		
	By:	 	 /s/ Claire Laury

	Name:	 	Claire Laury
	Title:	 	Executive Director



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	SUMITOMO MITSUI BANKING CORPORATION, NEW YORK BRANCH, as a Lender and Incremental Euro Term Facility Lender
		
	By:	 	 /s/ Jun Ashley

	Name:	 	Jun Ashley
	Title:	 	Director



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	TD BANK, N.A., as a Lender and Incremental Euro Term Facility Lender
		
	By:	 	 /s/ Steve Levi

	Name:	 	Steve Levi
	Title:	 	Senior Vice President



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	TRUIST BANK, as a Lender and Incremental Euro Term Facility Lender
		
	By:	 	 /s/ Alex Harrison

	Name:	 	Alex Harrison
	Title:	 	Vice President



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and Incremental Euro Term Facility Lender
		
	By:	 	 /s/ Andrew Payne

	Name:	 	Andrew Payne
	Title:	 	Managing Director



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	BNP PARIBAS, as a Lender, 2021 Incremental Euro Tranche Increase Lender and Incremental Euro Term Facility Lender
		
	By:	 	 /s/ Rick Pace

	Name:	 	Rick Pace
	Title:	 	Managing Director
		
	By:	 	 /s/ Michael Lefkowitz

	Name:	 	Michael Lefkowitz
	Title:	 	Vice President



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender and Incremental Euro Term Facility Lender
		
	By:	 	 /s/ Neha Shah

	Name:	 	Neha Shah
	Title:	 	Duly Authorized Signatory



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	CITIZENS BANK, N.A., as a Lender and Incremental Euro Term Facility Lender
		
	By:	 	 /s/ Doug Kennedy

	Name:	 	Doug Kennedy
	Title:	 	Senior Vice President



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	GOLDMAN SACHS BANK USA, as a Lender and Incremental Euro Term Facility Lender
		
	By:	 	 /s/ Ryan Durkin

	Name:	 	Ryan Durkin
	Title:	 	Authorized Signatory



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	JPMORGAN CHASE BANK, N.A., as a Lender and Incremental Euro Term Facility Lender
		
	By:	 	 /s/ James Shender

	Name:	 	James Shender
	Title:	 	Executive Director



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	REGIONS BANK, as a Lender
		
	By:	 	 /s/ Cheryl L. Shelhart

	Name:	 	Cheryl L. Shelhart
	Title:	 	Director



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	 U.S. BANK NATIONAL ASSOCIATION,

as a Lender and an Incremental Euro Term Facility Lender

		
	By:	 	 /s/ Marty McDonald

	Name:	 	Marty McDonald
	Title:	 	Vice President



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	AGCHOICE FARM CREDIT, ACA, on behalf of itself and its wholly-owned Subsidiaries, AgChoice Farm Credit, FLCA, and AgChoice Farm Credit, PCA, as a Voting Participant
		
	By:	 	 /s/ Joshua L. Larock

	Name:	 	Joshua L. Larock
	Title:	 	Vice President



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	AGCOUNTRY FARM CREDIT SERVICES, FLCA, as a Voting Participant
		
	By:	 	 /s/ Pam Beatty

	Name:	 	Pam Beatty
	Title:	 	Vice President



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	AGFIRST FARM CREDIT BANK, as a Voting Participant
		
	By:	 	 /s/ Matthew H. Jeffords

	Name:	 	Matthew H. Jeffords
	Title:	 	Vice President



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	AMERICAN AGCREDIT, FLCA, as a Voting Participant
		
	By:	 	 /s/ Daniel K. Hansen

	Name:	 	Daniel K. Hansen
	Title:	 	Vice President



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	COMPEER FINANCIAL, FLCA, as a Voting Participant
		
	By:	 	 /s/ Corey J. Waldinger

	Name:	 	Corey J. Waldinger
	Title:	 	Managing Director, Capital Markets



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	FARM CREDIT BANK OF TEXAS, as a Voting Participant
		
	By:	 	 /s/ Evelin Herrera

	Name:	 	Evelin Herrera
	Title:	 	Director



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	FARM CREDIT EAST, ACA, as a Voting Participant
		
	By:	 	 /s/ Justin A.
Brown                                        
    

	Name:	 	Justin A. Brown
	Title:	 	Vice President



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	FARM CREDIT MID-AMERICA, FLCA, as a Voting Participant
		
	By:	 	 /s/ Courtney
Vance                                        
    

	Name:	 	Courtney Vance
	Title:	 	Credit Officer, Food & Agribusiness



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	FARM CREDIT OF NEW MEXICO, FLCA, a wholly owned subsidiary of Farm Credit of New Mexico, ACA, as a Voting Participant
		
	By:	 	 /s/ Mitch
Selkins                                        
        

	Name:	 	Mitch Selkins
	Title:	 	Director, Corporate Agribusiness Lending



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	FARM CREDIT SERVICES OF AMERICA, FLCA, as a Voting Participant
		
	By:	 	 /s/ Nicholas
King                                         
       

	Name:	 	Nicholas King
	Title:	 	Vice President



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	FARM CREDIT WEST, FLCA, as a Voting Participant
		
	By:	 	 /s/ Robert
Stornetta                                        


	Name:	 	Robert Stornetta
	Title:	 	Senior Vice President, Capital Markets



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	GREENSTONE FARM CREDIT SERVICES, FLCA, as a Voting Participant
		
	By:	 	 /s/ Shane Prichard

	Name:	 	Shane Prichard
	Title:	 	Vice President, Capital Markets



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant
		
	By:	 	 /s/ Jeremy A. Roewe

	Name:	 	Jeremy A. Roewe
	Title:	 	Vice President



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 
			
	YOSEMITE LAND BANK, FLCA, as a Voting Participant
		
	By:	 	 /s/ Steven M. Mizuno

	Name:	 	Steven M. Mizuno
	Title:	 	Senior Vice President, Credit Administration



  
 Graphic Packaging
International, LLC 
 Signature Page to Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Fourth Amended and Restated 

Guarantee and Collateral Agreement and Incremental Facility Amendment 

(Incremental Euro Tranche Increase and Incremental Euro Term Facility) 












 Schedule I 

Revolving Euro Tranche Commitments and Applicable Percentages 
  


																	
	 Lender
	  	Existing
Revolving Euro
Tranche
Commitments	 	  	2021 Incremental
Euro Tranche
Increase
Commitment	 	  	Revolving Euro
Tranche
Commitments	 	  	Applicable
Percentage	 
	 Coöperatieve Rabobank U.A., New York Branch
	  	€	 47,500,000.00	 	  	€	 5,000,000.00	 	  	€	 52,500,000.00	 	  	 	30.882352941	% 
	 Bank of America, N.A.
	  	€	 37,500,000.00	 	  	€	 14,000,000.00	 	  	€	 51,500,000.00	 	  	 	30.294117647	% 
	 BNP Paribas
	  	€	 35,000,000.00	 	  	€	 3,500,000.00	 	  	€	 38,500,000.00	 	  	 	22.647058824	% 
	 Mizuho Bank, Ltd.
	  	€	 25,000,000.00	 	  	€	 2,500,000.00	 	  	€	 27,500,000.00	 	  	 	16.176470588	% 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total:
	  	€	 145,000,000.00	 	  	€	 25,000,000.00	 	  	€	 170,000,000.00	 	  	 	100.000000000	% 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

 Incremental Euro Term Loan Commitments and Applicable Percentages 

 

									
	
Incremental Euro Term Facility Lender
	  	Incremental Euro Term
Loan Commitment	 	  	Applicable
Percentage	 
	 Bank of America, N.A.
	  	€	 28,000,000.00	 	  	 	13.333333333	% 
	 Fifth Third Bank, National Association
	  	€	 14,000,000.00	 	  	 	6.666666667	% 
	 Mizuho Bank, Ltd.
	  	€	 14,000,000.00	 	  	 	6.666666667	% 
	 PNC Bank, National Association
	  	€	 14,000,000.00	 	  	 	6.666666667	% 
	 Coöperatieve Rabobank U.A., New York Branch
	  	€	 14,000,000.00	 	  	 	6.666666667	% 
	 Sumitomo Mitsui Banking Corporation, New York Branch
	  	€	 14,000,000.00	 	  	 	6.666666667	% 
	 TD Bank, N.A.
	  	€	 14,000,000.00	 	  	 	6.666666667	% 
	 Truist Bank
	  	€	 14,000,000.00	 	  	 	6.666666667	% 
	 Wells Fargo Bank, National Association
	  	€	 14,000,000.00	 	  	 	6.666666667	% 
	 BNP Paribas
	  	€	 10,000,000.00	 	  	 	4.761904762	% 
	 Capital One, National Association
	  	€	 10,000,000.00	 	  	 	4.761904762	% 
	 Citizens Bank, N.A.
	  	€	 10,000,000.00	 	  	 	4.761904762	% 
	 Goldman Sachs Bank USA
	  	€	 10,000,000.00	 	  	 	4.761904762	% 
	 JPMorgan Chase Bank, N.A.
	  	€	 10,000,000.00	 	  	 	4.761904762	% 
	 Regions Bank
	  	€	 10,000,000.00	 	  	 	4.761904762	% 
	 U.S. Bank National Association
	  	€	 10,000,000.00	 	  	 	4.761904762	% 
		  	  
	  
	 	  	  
	  
	 
	 Total:
	  	€	 210,000,000.00	 	  	 	100.000000000	%