Exhibit 10.1


 


 


GRAPHIC
PACKAGING INTERNATIONAL, INC.,


 


 


THE SEVERAL
LENDERS

FROM TIME TO TIME PARTIES HERETO,


 


 


JPMORGAN CHASE
BANK, N.A.,

as administrative agent


 


 


and


 


 


J.P. MORGAN
SECURITIES INC.,

as sole lead arranger and sole bookrunner


 


 


SECOND
AMENDMENT TO THE CREDIT AGREEMENT


 


October 17, 2005


 





















 


SECOND
AMENDMENT, dated as of October 17, 2005 (this “Second Amendment”),
to the Credit Agreement, dated as of August 8, 2003, as amended,
supplemented or otherwise modified prior to the date hereof (the “Credit
Agreement”), among GRAPHIC PACKAGING INTERNATIONAL, INC., a Delaware
corporation (the “Borrower”), the several banks and other financial
institutions parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A.
(formerly known as JPMORGAN CHASE BANK), as administrative agent, for the
Lenders thereunder (in such capacity, the “Administrative Agent”), and
the other Agents parties thereto.


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, the
Borrower, the Lenders and the Administrative Agent are parties to the Credit
Agreement;


 


WHEREAS, the
Borrower has requested that the Administrative Agent and the Lenders agree to
amend certain provisions of the Credit Agreement as more fully described
herein; and


 


WHEREAS, the
Lenders and the Administrative Agent are willing to agree to such amendment,
but only upon the terms and subject to the conditions set forth herein;


 


NOW THEREFORE,
in consideration of the premises and the mutual covenants hereinafter set
forth, the parties hereto hereby agree as follows:


 


1.               Defined
Terms.  Unless otherwise defined
herein, capitalized terms that are defined in the Credit Agreement are used
herein as therein defined.


 


2.               Amendments
to Subsection 1.1.


 


(a)          The definition of “Applicable
Margin” contained in subsection 1.1 of the Credit Agreement is hereby
amended by replacing clause (3)(y) therein as follows:


 


(y)         the Applicable Margin in respect of the Term Loans shall be 1.50% per
annum, in the case of ABR Loans, and 2.50% per annum, in the case of Eurodollar
Loans, provided that, at any time that (and for so long as) the Borrower’s
Indebtedness under this Agreement is rated less than B+ by S&P or less than
B1 by Moody’s, then the foregoing percentages in this clause (y) shall each be
increased by 0.25% (it being understood that the foregoing shall not limit the
rights of the Administrative Agent and the Lenders set forth in Section 9).


 


(b)         The definition of “Pricing Grid” contained in subsection 1.1
of the Credit Agreement is hereby amended by adding the following proviso after
the table in clause (b) therein:


 


provided that, at any time that (and
for so long as) the Borrower’s Indebtedness under this Agreement is rated less
than B+ by S&P or less than B1 by Moody’s, then each of the foregoing
Applicable Margins set forth in clause (b) above shall be increased by
0.25%.


 


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3.               Amendment
to Subsection 4.4(a).  Subsection 4.4(a) of
the Credit Agreement is hereby amended by deleting the words “first anniversary”
from the first proviso thereto and substituting in lieu thereof the words “second
anniversary”.


 


4.               Amendment
to Subsection 8.1.  Subsection 8.1
of the Credit Agreement is hereby amended by deleting such subsection in
its entirety and substituting in lieu thereof the following:


 


8.1.                Financial
Condition Covenants.


 


(a)          Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as at
the last day of any period of four consecutive fiscal quarters of Holding
ending during any test period set forth below to exceed the ratio set forth
below opposite such test period below:


 


	
  Test
  Period

  	
   

  	
  Consolidated

  Leverage Ratio

  
	
   

  	
   

  	
   

  
	
  October 1, 2003 – December 30, 2004

  	
   

  	
  6.40 to 1.00

  
	
  December 31, 2004 – September 29, 2005

  	
   

  	
  6.15 to 1.00

  
	
  September 30, 2005 – March 30, 2007

  	
   

  	
  6.75 to 1.00

  
	
  March 31, 2007 – December 30, 2007

  	
   

  	
  6.50 to 1.00

  
	
  December 31, 2007 – December 30,
  2008

  	
   

  	
  6.00 to 1.00

  
	
  December 31, 2008 – March 30,
  2009

  	
   

  	
  5.50 to 1.00

  
	
  March 31, 2009 and thereafter

  	
   

  	
  4.50 to 1.00

  



 


(b)         Maintenance of Consolidated
Interest Expense Ratio.  Permit, for any period of four consecutive
fiscal quarters of Holding ending during any test period set forth below, the
Consolidated Interest Expense Ratio at the last day of such consecutive fiscal
quarter period, to be less than the ratio set forth opposite such test period below:


 


	
  Test
  Period

  	
   

  	
  Consolidated

  Interest Expense Ratio

  
	
   

  	
   

  	
   

  
	
  October 1, 2003 – December 30, 2004

  	
   

  	
  2.00 to 1.00

  
	
  December 31, 2004 – September 29, 2005

  	
   

  	
  2.25 to 1.00

  
	
  September 30, 2005 – December 30, 2007

  	
   

  	
  1.75 to 1.00

  
	
  December 31, 2007 – December 30, 2008

  	
   

  	
  1.85 to 1.00

  
	
  December 31, 2008 – March 30, 2009

  	
   

  	
  2.00 to 1.00

  
	
  March 31, 2009 and thereafter

  	
   

  	
  2.90 to 1.00

  



 


5.               Conditions
to Effectiveness of this Second Amendment. 
This Second Amendment shall become effective upon the date (the “Second
Amendment Effective Date”) when the following conditions are satisfied:


 


(a)          the Administrative Agent shall have received (i) counterparts
of this Second Amendment, duly executed and delivered by the Borrower and the
Administrative Agent, (ii)


 


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executed Lender Addenda, or facsimile
transmissions thereof, substantially in the form of Exhibit A hereto
(each, a “Lender Addendum”), from the Required Lenders under the Credit
Agreement, (iii) an executed Acknowledgment and Confirmation,
substantially in the form of Exhibit B hereto, from an authorized officer
of each Loan Party (other than the Borrower) and (iv) all fees required to
be paid on or before the Second Amendment Effective Date, and all expenses
required to be paid on or before the Second Amendment Effective Date for which
invoices have been presented; and


 


(b)         the Borrower shall have paid to the Administrative Agent, on
behalf of each Lender which shall have executed and delivered a Lender Addendum
to counsel of the Administrative Agent by 5:00 p.m. (New York City time)
on October 12, 2005, an amendment fee in an amount equal to 0.25% of the
sum of each such Lender’s Revolving Credit Commitment and Term Loans then
outstanding.


 


6.               Representations
and Warranties.


 


(a)          No Default.  No Default or Event of Default shall have
occurred and be continuing on the Second Amendment Effective Date after giving
effect to the transactions contemplated herein.


 


(b)         Representations and Warranties.  Each of the representations and warranties
made by the Loan Parties in or pursuant to the Loan Documents shall be true and
correct in all material respects on and as of the Second Amendment Effective
Date (after giving effect hereto) as if made on and as of such date, except to
the extent such representations and warranties expressly relate to a particular
date, in which case such representations and warranties were true and correct
in all material respects as of such date


 


7.               Payment
of Expenses.  The Borrower agrees to
pay or reimburse the Administrative Agent for all of its reasonable
out-of-pocket costs and expenses incurred in connection with this Second
Amendment, any other documents prepared in connection herewith and the
transactions contemplated hereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent.


 


8.               Continuing
Effect of the Credit Agreement.  This
Second Amendment shall not constitute an amendment or waiver of any provision
of the Credit Agreement not expressly referred to herein and shall not be
construed as an amendment, waiver or consent to any further or future action on
the part of the Loan Parties that would require an amendment, waiver or consent
of the Lenders or Administrative Agent. 
Except as expressly amended hereby, the provisions of the Credit
Agreement are and shall remain in full force and effect.  Any reference to the “Credit Agreement” in
the Loan Documents or any related documents shall be deemed to be a reference
to the Credit Agreement as amended by this Second Amendment. 


 


9.               Counterparts.  This Second Amendment may be executed by one
or more of the parties hereto on any number of separate counterparts (including
by facsimile), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.


 


10.         Severability.  Any provision of this Second Amendment which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such


 


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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.


 


11.         Integration.  This Second Amendment and the other Loan
Documents represent the agreement of the Loan Parties, the Administrative Agent
and the Lenders with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.


 


12.         GOVERNING
LAW.  THIS SECOND AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SECOND AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.


 


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


 


 


	
   

  	
  GRAPHIC PACKAGING INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel J. Blount

  	
   

  
	
   

  	
   

  	
  Name: Daniel J. Blount

  
	
   

  	
   

  	
  Title: Senior Vice President and CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., as

  
	
   

  	
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter S. Predun

  	
   

  
	
   

  	
   

  	
  Name: Peter S. Predun

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


Graphic Packaging
Second Amendment Signature Page


 





















 


EXHIBIT A


 


[FORM OF]


 


LENDER ADDENDUM


 


 


The
undersigned Lender (i) agrees to all of the provisions of the Second
Amendment, dated as of October 17, 2005, to the Credit Agreement, dated as
of August 8, 2003, as amended, supplemented or otherwise modified prior to
the date hereof, among Graphic Packaging International, Inc., a Delaware
corporation, the several banks and other financial institutions parties thereto
(the “Lenders”), JPMorgan Chase Bank, N.A. (formerly known as JPMorgan
Chase Bank), as administrative agent for the Lenders thereunder (the “Administrative
Agent”), and the other Agents parties thereto and (ii) consents to the
execution of such Second Amendment by the Administrative Agent.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  (Name of Lender)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


 


Dated as of October 17, 2005


 





















 


EXHIBIT B


 


FORM OF


ACKNOWLEDGMENT AND CONFIRMATION


 


1.                                       Reference
is made to Second Amendment, dated as of October 17, 2005 (the “Second
Amendment”), to the Credit Agreement, dated as of August 8, 2003, as
amended, supplemented or otherwise modified prior to the date hereof (the “Credit
Agreement”), among Graphic Packaging International, Inc., a Delaware
corporation, the several banks and other financial institutions parties thereto
(the “Lenders”), JPMorgan Chase Bank, N.A. (formerly known as JPMorgan
Chase Bank), as administrative agent for the Lenders thereunder (in such
capacity, the “Administrative Agent”), and the other Agents parties
thereto.  Unless otherwise defined
herein, capitalized terms that are defined in the Credit Agreement are used
herein as therein defined.


 


2.                                       Each of the parties hereto hereby (a) consents
to the transactions contemplated by the Second Amendment and (b) agrees
that such party’s obligations under the Guarantee and Collateral Agreement
shall remain in full force and effect after giving effect to the Second
Amendment.


 


3.                                      THIS
ACKNOWLEDGMENT AND CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


4.                                       This
Acknowledgment and Confirmation may be executed by one or more of the parties
hereto on any number of separate counterparts (including by telecopy), and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.


 


 


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


 


 


	
   

  	
  GRAPHIC PACKAGING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GPI
  HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRAPHIC
  PACKAGING INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RIVERWOOD
  INTERNATIONAL MACHINERY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  SLEVIN
  SOUTH COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GOLDEN
  TECHNOLOGIES COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GOLDEN
  EQUITIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAUENER
  ENGINEERING LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
  Title: