Prepared by R.R. Donnelley Financial -- Amendment #1 to Purchase Agreement


 Exhibit 4.12 
  
 $300,000,000 
  
 GRAPHIC PACKAGING CORPORATION 
  
 8 5/8% Senior Subordinated Notes due 2012 

 
 AMENDMENT NO. 1 TO PURCHASE AGREEMENT 
  
 February 21, 2002 
  
 Amendment No. 1 to the Purchase Agreement, dated February 14, 2002 (the “Purchase
Agreement”), among Graphic Packaging Corporation, a Delaware corporation (the “Company”), Graphic Packaging International Corporation, a Colorado corporation (the “Parent”) and Credit Suisse First Boston Corporation and
Morgan Stanley & Co. Incorporated, as initial purchasers (the “Initial Purchasers”). All terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement. 

 
 WHEREAS, the parties to the Purchase Agreement desire to amend Schedule A to the Purchase Agreement to add ABN AMRO Incorporated, U.S.
Bancorp Piper Jaffray Inc. and Wells Fargo Brokerage Services, LLC as initial purchasers (collectively, the “Additional Purchasers”) and to modify the principal amount of Offered Securities being purchased by each of the Purchasers.

  
 NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS: 
  
 1.  Amendment of Schedule A.    The information contained on Schedule A shall be deleted in its
entirety and replaced with the information contained on Schedule A attached to this Amendment No. 1 to the Purchase Agreement. 
  
 2.  Additional Purchasers Bound.    (a) Each of the parties listed on Schedule A hereto shall be bound as a Purchaser by the terms of the Purchase Agreement as if it had been an
original party thereto. In connection therewith, each of the Additional Purchasers shall be deemed to have made all representations and warranties, covenants and other agreements, as of the date hereof and as of the Closing Date, made by the
Purchasers in the Purchase Agreement, and for all purposes hereof and thereof, references to the “Purchasers” therein shall be deemed to include each of the parties listed on Schedule A hereto. 
  
 (b)  The obligations of the Company and the Parent to the Purchasers under the Purchase Agreement shall for all purposes
hereof be deemed to extend to the Additional Purchasers. 
  
 3.  Governing
Law.    This Amendment No. 1 to the Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York. 






  
 4.  Counterparts.    This Amendment No.
1 to the Purchase Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall together constitute one and the same instrument. 
  


	 GRAPHIC PACKAGING CORPORATION
 
	 
	 By:
 	 	 

	  	 	 Name:
 Title:
 

 
  
 
	 GRAPHIC PACKAGING INTERNATIONAL CORPORATION
 
	 
	 By:
 	 	 

	  	 	 Name:
 Title:
 

 
  
 The foregoing Amendment No. 1 to Purchase 
     Agreement is hereby confirmed and accepted 
     as of the date first written above. 
  
 CREDIT
SUISSE FIRST BOSTON 
 CORPORATION MORGAN STANLEY &
CO. INCORPORATED 
 ABN AMRO INCORPORATED 
 U.S. BANCORP PIPER JAFFRAY INC. 
 WELLS FARGO BROKERAGE SERVICES, LLC 
  
 BY:    CREDIT SUISSE FIRST BOSTON CORPORATION

  
 
	 
	 By:
 	 	 

	  	 	 William Oglesby
 Managing Director
 

 






 SCHEDULE A 
  
 
	 Manager
 
	  	 Principal Amount of Securities Offered
 

	 Credit Suisse First Boston Corporation
 	  	 $
 	 131,250,000
 
	 Morgan Stanley & Co. Incorporated
 	  	  
 	 131,250,000
 
	 ABN AMRO Incorporated
 	  	  
 	 15,000,000
 
	 U.S. Bancorp Piper Jaffray Inc.
 	  	  
 	 15,000,000
 
	 Wells Fargo Brokerage Services, LLC
 	  	  
 	 7,500,000
 
	  	  	 
	 

	 Total
 	  	 $
 	 300,000,000