EX-10.1 SALE AND PURCHASE AGREEMENT



 





Execution copy




Exhibit 10.1








SALE AND PURCHASE AGREEMENT




BETWEEN




GRAPHIC PACKAGING INTERNATIONAL

HOLDING SWEDEN AB




AND




LAGRUMMET DECEMBER NR 1031 AKTIEBOLAG

(UNDER CHANGE OF NAME TO FISKEBY INTERNATIONAL HOLDING AB)




REGARDING




GRAPHIC PACKAGING INTERNATIONAL

SWEDEN AB








 









 





Execution
copy



SALE AND PURCHASE AGREEMENT



THIS SALE AND PURCHASE AGREEMENT (the “Agreement”) is entered into on 16 October 2007 by and
between:





	 	(1)	 	Graphic Packaging International Holding Sweden AB, Reg. No. 556527-2951, a limited liability
company duly incorporated under the laws of Sweden having its principal office at Box 1,
Fiskeby, 601 02 Norrköping Sweden, (the “Seller”); and,
	 
	 	(2)	 	Lagrummet December nr 1031 Aktiebolag (under change of name to Fiskeby International Holding
AB) Reg. No. 556678-4731, a company duly incorporated and organised under the laws of Sweden
having its principal office at Box 1703, 111 87 Stockholm, Sweden, (the “Purchaser”).





RECITALS:





	 	A.	 	Graphic Packaging International Holding Sweden AB, a limited liability company duly
incorporated under the laws of Sweden, having its principal office at Box 1, Fiskeby, 601 02
Norrköping, Sweden, is a wholly owned subsidiary of Graphic Packaging International Holding
Company.
	 
	 	B.	 	Graphic Packaging International Holding Sweden AB owns all issued and outstanding shares in
Graphic Packaging International Sweden AB, Reg. No. 556032-6158, a limited liability company
duly incorporated under the laws of Sweden having its principal office at Box 1, Fiskeby, 601
02 Norrköping, Sweden (the “Company”), which has an issued and outstanding share capital of
SEK 50,000,000 divided into 50,000 issued and outstanding shares. The Company owns 100
percent of the shares in Fiskeby Board A/S, a company duly incorporated and organised under
the laws of Denmark, 100 percent of the shares in Fiskeby Board Limited, a company duly
incorporated and organised under the laws of England and 100 percent of the shares in Fiskeby
Board SARL, a company duly incorporated and organised under the laws of France.
	 
	 	C.	 	The business of the Company and of the Subsidiaries is development, manufacturing and sale
of paper and packaging boards made from first class recycled fibre (the “Business”).
	 
	 	D.	 	The Purchaser is willing to acquire all of the Shares in the Company from the Seller and
the Seller is willing to sell and transfer all of the Shares to the Purchaser subject to the
terms and conditions set out in this Agreement.




2









 





Execution
copy








NOW THEREFORE, the Parties hereby agree as follows:





	 	1.	 	DEFINITIONS
	 
	 	 	 	As used in this Agreement, unless expressly stated otherwise or evident in the context,
the following terms shall have the following meanings, the singular (where appropriate)
shall include the plural and vice versa and references to Appendices and Sections shall
mean Appendices and Sections of this Agreement:





	 	 	 	 	 
	 

	 	“Accounting Principles”
	 	shall mean applicable Laws and generally accepted
accounting principles in Sweden consistently
applied by the Company in the preparation of the
Accounts and the equivalent accounts for the
preceding financial year;
	 
	 	 	 	 
	 

	 	“Accounts”
	 	shall mean (x) the audited annual accounts of the
Company (comprising (i) the Company’s balance
sheets, profit and loss accounts and statements of
cash flow, (ii) the Company’s consolidated balance
sheets, consolidated profit and loss accounts and
statements of cash flow, and (iii) the related
administration reports of the board of the
Directors of the Company and statements by the
Company’s auditors), for the accounting reference
periods ended on 31 December 2005 and 31 December
2006, attached as Appendix 6.5.1, and (y) the
Closing Balance Sheet;
	 
	 	 	 	 
	 

	 	“Accounts Date”
	 	shall mean 31 December 2006;
	 
	 	 	 	 
	 

	 	“Affiliate”
	 	shall mean, with respect to a specified legal
entity or person, any other legal entity or person
which directly or indirectly, through one or more
intermediaries, controls or is controlled by, or
is under common control with, the legal entity or
the person specified;
	 
	 	 	 	 
	 

	 	“Agreement”
	 	shall mean this Share Purchase Agreement and the
appendices and exhibits hereto;
	 
	 	 	 	 
	 

	 	“Business”
	 	shall mean the operations of the Company and the
Subsidiaries as of the date hereof as set out in
Recitals, Section C;
	 
	 	 	 	 
	 

	 	“Business Day”
	 	shall mean a day when banks are open for general
banking business in Sweden and in the United
States of America;
	 
	 	 	 	 
	 

	 	“Claim”
	 	shall mean a bona fide claim made by the Purchaser
against the Seller in respect of a Loss resulting
from a breach of any of the Warranties made by the
Seller pursuant to this Agreement;
	 
	 	 	 	 
	 

	 	“Closing”
	 	shall mean the completion of the transactions as
contemplated by this Agreement;






3









 





Execution
copy




	 	 	 	 	 
	 

	 	“Closing Balance
Sheet”
	 	shall mean the unaudited, consolidated balance
sheet of the Company and the Subsidiaries prepared
as of 30 September 2007, attached hereto as
Appendix 1(a);
	 
	 	 	 	 
	 

	 	“Closing Date”
	 	shall mean (i) the date occurring five (5)
Business Days after the satisfaction or waiver of
the conditions to closing set forth in Section
5.2(b), or (ii) such other date as the Parties may
agree;
	 
	 	 	 	 
	 

	 	“Company”
	 	shall mean Graphic Packaging International Sweden
AB, Reg. No. 556032-6158, as set out in the
Recitals, Section A;
	 
	 	 	 	 
	 

	 	“Confidential
Information”
	 	shall mean any and all information of any kind or
nature whatsoever, whether written or oral,
including, without limitation, financial
information, trade secrets, client lists and other
proprietary business information, regarding the
Company, the Subsidiaries or the Seller, which
information is not known to the general public;
	 
	 	 	 	 
	 

	 	“Currency Conversion
Rate”
	 	shall have the meaning set out in Section 12.9;
	 
	 	 	 	 
	 

	 	“Data Room Documents”
	 	shall mean the documents made available to the
Purchaser and its advisors prior to the date
hereof containing commercial, accounting,
financial and legal information relating to the
Company and the Subsidiaries, as identified in the
index attached hereto as Appendix 6(i);
	 
	 	 	 	 
	 

	 	“Directors”
	 	shall mean the members of the Board of Directors
of the Company and the Subsidiaries;
	 
	 	 	 	 
	 

	 	“Encumbrance”
	 	shall mean (i) any right of pledge, mortgage,
usufruct charges, liens or attachments or other
security interest, (ii) any option, right of first
refusal or first offer, and (iii) any other
interest or adverse claim of any kind restricting
the right to use or dispose of an asset or
property;
	 
	 	 	 	 
	 

	 	“Environment”
	 	shall mean all and any land, buildings, machines
and other installations, water (including
groundwater and sediments), air, and any living
organisms or systems;
	 
	 	 	 	 
	 

	 	“Environmental Claim”
	 	shall mean any Third Party Claim relating to the
Environment or arising under or in connection with
Environmental Laws;
	 
	 	 	 	 
	 

	 	“Environmental Law”
	 	shall mean any applicable Law relating to
pollution or protection of the Environment or the
general health and safety;
	 
	 	 	 	 
	 

	 	“Environmental Liability”
	 	shall mean any liability or
obligation of any kind relating to the Environment or arising under or in
connection with Environmental Laws, including,
without limitation, liability for remediation;






4









 





Execution
copy




	 	 	 	 	 
	 
	 	 	 	 
	 

	 	“Environmental Loss”
	 	shall have the meaning set out in Section 7.1.1;
	 
	 	 	 	 
	 

	 	“Incinerator Plant”
	 	shall mean the installation of a waste-to-energy
incinerator plant at the Fiskeby Mill;
	 
	 	 	 	 
	 

	 	“Intellectual Property”
	 	shall mean inventions, patents, know-how, trade
secrets, designs, copyrights, database rights,
trademarks, domain names, trade names and other
rights of a similar kind, whether registered or
not, including applications for the registration
of such rights;
	 
	 	 	 	 
	 

	 	“Key Employees”
	 	shall mean the employees, whose employment
contracts are attached as Appendix 6.11.1 hereto;
	 
	 	 	 	 
	 

	 	“Laws”
	 	shall mean all and any applicable national or
international laws, statutes, regulations,
directives, codes, ordinances, judgements, orders
and injunctions, including Environmental Laws;
	 
	 	 	 	 
	 

	 	“Loss”
	 	shall mean all direct loss, damage, cost or
expense (including reasonable legal fees, but
excluding any indirect or consequential damage
loss, expense or cost) resulting from a breach of
any of the Warranties;
	 
	 	 	 	 
	 

	 	“Material Adverse
Effect”
	 	shall mean a material adverse effect on the
condition (financial or otherwise), the Business,
the assets, the liabilities or the operations of
the Company and the Subsidiaries;
	 
	 	 	 	 
	 

	 	“Material Contracts”
	 	shall mean the contracts, commitments and
arrangements listed in Appendix 6.8.2;
	 
	 	 	 	 
	 

	 	“Party”
	 	shall mean the Seller or the Purchaser, and
“Parties” shall mean the Seller and the Purchaser
collectively when referred to in this Agreement;
	 
	 	 	 	 
	 

	 	“Person”
	 	shall mean an individual, company, partnership,
association or other entity or organisation,
including a government or an agency or
instrumentality thereof;
	 
	 	 	 	 
	 

	 	“Pre-Closing Taxes”
	 	shall have the meaning set out in Section 7.2;
	 
	 	 	 	 
	 

	 	“Properties”
	 	shall mean the real properties Norrköping Fiskeby
1:2 and Norrköping Fiskeby 1:47;
	 
	 	 	 	 
	 

	 	“Purchase Price”
	 	shall have the meaning set out in Section 3.1;
	 
	 	 	 	 
	 

	 	“Purchaser”
	 	shall have the meaning set out in the introductory
paragraph hereof;






5









 




Execution
copy




	 	 	 	 	 
	 

	 	“SEK”
	 	shall mean the currency Swedish kronor;
	 
	 	 	 	 
	 

	 	“Seller”
	 	shall have the meaning set out in the introductory
paragraph hereof;
	 
	 	 	 	 
	 

	 	“Seller’s Knowledge”
	 	shall mean the actual knowledge of Torbjörn
Hansen, Ulrika Worge, Hans Hagdahl and Anders
Nyrén, and “Knowledge” shall mean the actual
knowledge of any such individual;
	 
	 	 	 	 
	 

	 	“Seller’s Guarantee”
	 	means the Guarantee provided by Graphic Packaging
International, Inc. to secure the Seller’s
obligations and liabilities under this Agreement;
Appendix 5.4.2.(h);
	 
	 	 	 	 
	 

	 	“Seller’s Guarantor”
	 	shall have the meaning set out in Seller’s
Guarantee;
	 
	 	 	 	 
	 

	 	“Shares”
	 	shall mean the issued shares of the Company owned
by the Seller, representing one hundred per cent
(100%) of all the issued shares in the Company as
set out in the Recitals, Section A;
	 
	 	 	 	 
	 

	 	“Subsidiary”
	 	shall mean each of Subsidiary Denmark, Subsidiary
France and Subsidiary UK;
	 
	 	 	 	 
	 

	 	“Subsidiary Denmark”
	 	shall mean Fiskeby Board A/S, CVR-number: 14 74 72
81;
	 
	 	 	 	 
	 

	 	“Subsidiary France”
	 	shall mean Fiskeby Board SARL, Numéro
d  ́idenfication: 408 425 312, R.C.S. Versailles;
	 
	 	 	 	 
	 

	 	“Subsidiary UK”
	 	shall mean Fiskeby Board Limited,
Company Number: 20 89 257;
	 
	 	 	 	 
	 

	 	“Signing Date”
	 	shall mean the date of this Agreement;
	 
	 	 	 	 
	 

	 	“Taxes”
	 	shall mean all direct and indirect income tax,
value added tax, sales tax, property tax and any
other taxes, duties, withholdings, deductions,
assessment or social charges imposed by any tax
authority, including all penalties and interest
relating to such taxes;
	 
	 	 	 	 
	 

	 	“Third Party Claim”
	 	shall mean any claim by a third party (including
tax, environmental, the general health and safety
and other authorities) against the Purchaser, the
Company or the Subsidiaries; and
	 
	 	 	 	 
	 

	 	“Warranties”
	 	shall mean the representations and warranties of
the Seller as set out in Section 6.






6









 




Execution copy






	 	2.	 	SALE AND PURCHASE
	 
	 	2.1.	 	Upon the terms and subject to the conditions set forth herein, the Seller hereby agrees to
sell and the Purchaser agrees to purchase the Shares, together with all rights attached to
them (including any and all shareholder contributions (Sw. aktieägartillskott).
	 
	 	2.2.	 	The Shares shall be delivered and transferred by the Seller to the Purchaser on the Closing
Date, free and clear of any Encumbrances.
	 
	 	3.	 	PURCHASE PRICE
	 
	 	3.1.	 	The Purchase Price for the Shares shall be USD eight million six hundred thousand
(8,600,000).
	 
	 	4.	 	TRANSFER OF TITLE
	 
	 	4.1.	 	The full and unrestricted ownership of and title to the Shares shall pass from the Seller to
the Purchaser at Closing against payment of the Purchase Price and fulfilment and completion
of the Closing procedures set forth in Section 5.4 below.
	 
	 	5.	 	CLOSING
	 
	 	5.1.	 	Conditions of the Seller
	 
	 	 	 	The obligations of the Seller to complete the transactions contemplated by this Agreement
shall be subject to the Purchaser having performed in all material respects all of its
agreements, covenants and obligations hereunder required to be performed by it on or prior
to the Closing Date, and to the warranties of the Purchaser set out in Section 8 hereof
being true and correct on and as of the Closing Date as if made on and as of such date,
and the Purchaser shall have delivered a certificate to the Seller to such effect.
	 
	 	5.2.	 	Conditions of the Purchaser
	 
	 	 	 	The obligations of the Purchaser to complete the transactions contemplated by
this Agreement shall be subject to the satisfaction or waiver by the Purchaser, or
the Seller in respect of section 5.2.b below as regards the Purchaser’s obligation to
pay certain costs, on or before the Closing of the following conditions:






	 	(a)	 	the Seller shall have performed in all material respects all of its
agreements, covenants and obligations hereunder required to be performed by it on or
prior to the Closing Date, and the Warranties of the Seller shall be true and correct
on and as of the Closing Date as if made on and as of such date, and the Seller shall
have delivered a certificate to the Purchaser to such effect;
	 
	 	(b)	 	an agreement pertaining to the transfer of the permit of Fortum to
construct and operate an Incineration Plant at the Properties (together with any
allocated emission rights, if any), in accordance with Appendix 5.2.b shall
have been entered into between Fortum and the Company, and the SEK four million five
hundred thousands (4,500,000) consideration therefore agreed between the Company and
Fortum shall be paid by the Purchaser on the Closing Date; and
	 
	 	(c)	 	the Seller shall have brought current all balances between, on the one hand
the Company and its Subsidiaries and, on the other hand, the Seller and its
Affiliates, so that at Closing all accounts receivable and other receivables of the
Company and its Subsidiaries held against the Seller or any of its




7









 




Execution copy





	 	 	 	Affiliates and having accrued on or before 30 September 2007 shall have been paid
and settled in full.






	 	5.3.	 	Non-Fulfilment of Closing Conditions
	 
	 	5.3.1.	 	Each of the Seller and the Purchaser shall be entitled, in its sole discretion, to terminate
this Agreement forthwith in writing if (i) any of the conditions to closing set out in Section
5.1 and 5.2, respectively, have not been satisfied on or before the Closing Date, or (ii) if
at any time prior to the Closing Date, any such condition to closing has become incapable of
being satisfied.
	 
	 	5.3.2.	 	If this Agreement is terminated as permitted by Section 5.3.1, such termination shall be
without liability of either Party to the other Party. However, if such termination shall
result from a wilful failure of a Party to fulfil a condition of the other Party or a breach
by a Party of a covenant, representation or warranty contained herein, then such Party shall
be fully liable for any and all loss, damage, cost and expense incurred or suffered by the
other Party as a result of such failure or breach.
	 
	 	5.4.	 	Closing
	 
	 	5.4.1.	 	Closing shall take place on the Closing Date starting at 10 a.m. at the office of
Advokatfirma Lindhs DLA Nordic KB at Kungsgatan 9, 103 90 Stockholm, Sweden.
	 
	 	5.4.2.	 	At Closing, the following deliveries shall take place:






	 	(a)	 	the Purchaser shall pay the Purchase Price in cash to the Seller’s USD
account no 168 524 000 26 with Nordea without any set-off or deductions whatsoever;
	 
	 	(b)	 	the Seller shall deliver (i) an application signed by authorized
representatives of the Seller for the cancellation of the share certificate
representing the Shares (Sw. ansökan om dödande av förkomna aktiebrev), (ii) a copy
of a board resolution of the Seller in which the Seller declares that it has lost
the certificate and resolves to file the application with a District Court having
appropriate jurisdiction, (iii) a power of attorney (Sw. rättegångsfullmakt) for the
Company, with full power of substitution, to represent the Seller in any proceedings
involving a cancellation of the certificate, and (iv) the Company’s shareholders’
register evidencing that the Purchaser has been entered as the holder of the Shares;
	 
	 	(c)	 	the Seller shall cause all Directors appointed by the Seller to resign
from their offices without any claim for compensation for directors fees or
otherwise;
	 
	 	(d)	 	the Purchaser shall cause shareholders’ meetings and board meetings to be
held in the Company in accordance with Section 9.1 hereof;
	 
	 	(e)	 	the Company and Graphic Packaging Corporation shall execute and make
effective the Technical Assistance Agreement attached hereto as Appendix 5.4.2
(e);
	 
	 	(f)	 	the Company and Graphic Packaging Corporation shall execute and make
effective the Supply Agreement attached hereto as Appendix 5.4.2 (f);
	 
	 	(g)	 	the Seller shall deliver to the Purchaser a power of attorney to enable
the Purchaser to effectively carry out the take over from Closing;




8









 




Execution copy





	 	(h)	 	the Seller shall deliver the Seller’s Guarantee in the form set out in
Appendix 5.4.2(h);
	 
	 	(i)	 	the Seller shall procure that the Company delivers all existing floating
charges (Sw. företagsinteckningsbrev) of the Company except such floating charges
listed in Appendix 5.4.2 (i) that are pledged under the Company’s existing
SEK 50 million overdraft facility agreement with Nordea.






	 	6.	 	REPRESENTATIONS AND WARRANTIES OF THE SELLER
	 
	 	 	 	Prior to the Signing Date, the Purchaser has conducted a due diligence review with respect
to the Company and the Subsidiaries together with the Purchaser’s professional advisors.
The Purchaser and the Purchaser’s professional advisors have reviewed the Data Room
Documents, Appendix 6(i).
	 
	 	 	 	Subject to what has otherwise been set out in this Agreement, the Seller makes the
following representations and warranties to the Purchaser, all of which are made as of the
date hereof and as of the Closing Date, or as of such other date or period of time as
explicitly stated below.
	 
	 	6.1.	 	Corporate Existence and Power
	 
	 	6.1.1.	 	The Seller, the Company and the Subsidiaries are duly incorporated and validly existing
under the laws of the jurisdictions in which they were incorporated, the Seller has the
requisite power and authority to enter into and perform this Agreement, and the Company and
the Subsidiaries have the requisite power and authority to operate and conduct the Business.
True, complete and current copies of the Articles of Association and registration certificates
of the Seller, the Company and the Subsidiaries are attached hereto as Appendix 6.1.1.
	 
	 	6.1.2.	 	Neither the Seller or the Company, nor any Subsidiary, has initiated or filed (or has had
filed against it) any petition for its winding-up, is insolvent within the meaning of
applicable laws, rules or regulations or similar requirements, or has made any assignment in
favour of its creditors. No petition for receivership or any administration order has been
presented in respect of the Seller, the Company or any Subsidiary. The Seller, the Company and
the Subsidiaries have not initiated any proceedings with respect to a compromise or
arrangement with their creditors or for the dissolution, liquidation or reorganisation of the
Seller, the Company or the Subsidiaries or the winding-up or cessation of their businesses. No
receiver or administrative receiver or liquidator has been appointed in respect of the Seller,
the Company, the Subsidiaries or any of their material assets.
	 
	 	6.2.	 	Corporate Authorisation and Non-contravention
	 
	 	6.2.1.	 	This Agreement and the performance by the Seller of its obligations under it have been duly
authorised by all necessary corporate action on the part of the Seller, and this Agreement
constitutes valid and binding obligations of the Seller in accordance with its terms.
	 
	 	6.3.	 	Ownership of the Shares; Capitalisation of the Company
	 
	 	6.3.1.	 	The Seller is the lawful owner of the Shares, free and clear of all liens, Encumbrances,
restrictions and claims of every kind. The delivery to the Purchaser of the Shares will
transfer to the Purchaser valid title thereto, free and clear of any and all Encumbrances and
third party rights.
	 
	 	6.3.2.	 	The Shares have been legally and validly issued and are fully paid. The Shares constitute
the entire issued share capital of the Company. There are no




9









 




Execution copy





	 	 	 	outstanding obligations, warrants, options, depository receipts, subscriptions,
pre-emptive rights, contracts or agreements providing for the purchase, issuance or
sale of any shares or other securities in the Company.
	 
	 	6.4.	 	Ownership of the Shares; Capitalisation of the Subsidiaries
	 
	 	6.4.1.	 	The Subsidiaries are owned as set out in Recitals Section B. All outstanding shares in the
Subsidiaries have been legally and validly issued and are fully paid.
	 
	 	6.4.2.	 	There are no outstanding obligations, warrants, options, depository receipts, subscriptions,
pre-emptive rights, contracts or agreements providing for the purchase, issuance or sale of
any shares or other securities in any Subsidiary.
	 
	 	6.4.3.	 	Except as set out in Appendix 6.4.3, neither the Company nor any Subsidiary has any
interest or ownership in any business entity or association or carries on, or has carried on,
business in partnership with or as an equity or joint venture participant in any other Person
that is not a Subsidiary.
	 
	 	6.5.	 	Accounts
	 
	 	6.5.1.	 	The Accounts give a fair view of the consolidated financial position and results of the
operations of the Company and the Subsidiaries. The Accounts have been prepared in accordance
with the Accounting Principles.
	 
	 	6.5.2.	 	Except for the liabilities provided for in the consolidate balance sheet of the Company and
the Subsidiaries included in the Accounts for the accounting reference period ending on the
Accounts Date or disclosed in the notes thereto, as of the Accounts Date there were no
liabilities of the Company or any Subsidiary of any kind, whether absolute, accrued or
contingent, determined or undetermined, and as of the Accounts Date no condition or set of
circumstances existed which could result in any such liability.
	 
	 	6.5.3.	 	Except as set out in Appendix 6.5.3, neither the Company, nor any Subsidiary has any
obligations under or with respect to, whether incurred or guaranteed, any indebtedness for
borrowed money, any factoring or similar receivable financing arrangement, any
counter-indemnity in respect of letters of credit, surety or performance bonds or similar
arrangements, any interest rate or currency hedging arrangement, or any financial lease
arrangement.
	 
	 	6.6.	 	Absence of Certain Events
	 
	 	6.6.1.	 	During the period between the Accounts Date and the Closing Date;






	 	(a)	 	the Business of the Company and the Subsidiaries has been and will be
carried on in the ordinary and usual course;
	 
	 	(b)	 	no dividends or other distributions have been or will be declared, paid or
made by the Company or the Subsidiaries to the Seller, or any Affiliate of the
Seller;
	 
	 	(c)	 	the Company or the Subsidiaries have not sold, pledged or otherwise
encumbered, and will not sell, pledge or otherwise encumber any material asset, other
than in the normal course of business consistent with past practices;
	 
	 	(d)	 	the Company or the Subsidiaries have not borrowed, and will not borrow, any
additional funds from banks or other external sources, except as disclosed in
Appendix 6.6.1.d;
	 
	 	(e)	 	the Company or the Subsidiaries have not repaid, and will not repay, any of
their loans existing as at the Accounts Date, if any, other than as required in the
contracts governing such loans or in the normal course of business;




10









 





Execution copy




	 	(f)	 	there has not occurred any damage to or destruction or loss of any material
property or asset of the Company or any Subsidiary;
	 
	 	(g)	 	no material term or condition of any Material Contract has been amended or
modified, and no material right or benefit under any Material Contract has been
waived or relinquished by the Company or the Subsidiaries;
	 
	 	(h)	 	no material customer of the Business has terminated or indicated that it
intends to terminate any agreement or its relationship with the Business, and no
material supplier of the Business has ceased or decreased or indicated that it
intends to cease or decrease the rate of supply of materials, products or services to
the Business; and
	 
	 	(i)	 	except as set out in Appendix 6.6.1.(i) the Company has neither
made, nor committed to make any capital expenditures or improvements to fixed assets.






	 	6.7.	 	Agreements with the Seller
	 
	 	6.7.1.	 	No contract or arrangement other than at arm’s length terms and conditions (including
prices) is outstanding or has been outstanding between the Seller or its Affiliates, on the
one hand, and the Company or the Subsidiaries, on the other hand.
	 
	 	6.8.	 	Material Contracts
	 
	 	6.8.1.	 	True and complete copies of all contracts material to the Business of the Company and the
Subsidiaries have been disclosed to the Purchaser as part of the Data Room Documents.
	 
	 	6.8.2.	 	All Material Contracts listed in Appendix 6.8.2 are valid, enforceable and binding
in accordance with their respective terms. No notice of termination or renegotiation of any
Material Contract has been received or provided by the Company or any Subsidiary.
	 
	 	6.8.3.	 	Neither the Company, nor any Subsidiary, nor any other contracting party to any Material
Contract, is in default or breach in any material respect of any Material Contract. Neither
the Company, nor any Subsidiary, nor, to the Seller’s Knowledge, any other contracting party,
is in default or breach of any other agreement, arrangement or commitment of the Company or
the Subsidiaries which default or breach could reasonably be expected to result in a Material
Adverse Effect.
	 
	 	6.8.4.	 	The execution and performance by the Seller of this Agreement and the completion of the
transactions contemplated hereby does not and will not require any consent of, notice to or
other action by any Person under any Material Contract, or result in or constitute a breach of
or default under, or give rise to any right of termination, acceleration or cancellation of,
any such agreement or of any right or obligation under any such agreement.
	 
	 	6.9.	 	Intellectual Property
	 
	 	6.9.1.	 	The Intellectual Property used in the conduct and operation of the Business is owned or
licensed by the Company or its Subsidiaries (as applicable) with full and unrestricted
ownership and right of disposition, and is thus not subject to any Encumbrances and no third
party is claiming that such Encumbrances exist. The Intellectual Property disclosed in the
Data Room Documents constitutes all Intellectual Property required for the ownership and
conduct of the Business.
	 
	 	6.9.2.	 	The Company or its Subsidiaries do not infringe, and has not infringed, any third party’s
intellectual property rights and no third party is claiming that such infringement is taking
or has taken place.




11









 




Execution copy





	 	6.9.3.	 	To the Seller’s Knowledge, no infringement of the Company’s and the Subsidiaries’ owned
Intellectual Property is taking or has taken place.
	 
	 	6.9.4.	 	The Company and the Subsidiaries have taken all reasonable steps in accordance with normal
industry practice to maintain and protect the Intellectual Property owned or licensed by them
and to maintain the confidentiality of such Intellectual Property and its Confidential
Information.
	 
	 	6.10.	 	Insurance
	 
	 	6.10.1.	 	All material insurance policies in respect of the Company and the Subsidiaries have been
disclosed as part of the Data Room Documents.
	 
	 	6.10.2.	 	All such material insurance policies will be in full force and effect until the Closing
Date.
	 
	 	6.10.3.	 	No claim by the Company or any Subsidiary is pending under any such policy, and, to the
Seller’s Knowledge, no fact or circumstance has occurred or is existing that could reasonably
be expected to result in such claim.
	 
	 	6.11.	 	Employment, Pension Agreements and Labour Matters
	 
	 	6.11.1.	 	Copies of employment contracts of the Key Employees are attached in Appendix
6.11.1.
	 
	 	6.11.2.	 	None of the Key Employees has given or received notice of termination of his or her
employment, and, to the Seller’s Knowledge, no such Key Employee has any current intention of
giving such notice.
	 
	 	6.11.3.	 	The description in Appendix 6.11.3 is a correct and complete description of all
bonus, profit-sharing, stock option, severance and similar compensation arrangements,
obligations and liabilities (including any such payment or value of which is conditioned on
the transaction contemplated by this Agreement) that apply to and are payable for the benefit
of or to the employees of the Company and the Subsidiaries.
	 
	 	6.11.4.	 	Any and all collective bargaining agreements to which the Company or the Subsidiaries is a
party have been entered into on terms which are normal and customary for companies carrying on
similar activities as the Company and the Subsidiaries.
	 
	 	6.12.	 	Business Premises
	 
	 	6.12.1.	 	The Company and the Subsidiaries own no other real properties than the Properties. True
copies of certificates of encumbrance (Sw. gravationsbevis) with respect to the Properties
have been attached to Appendix 6.12.1.
	 
	 	6.12.2.	 	All premises leased by the Company and the Subsidiaries and the relevant terms of the lease
agreements are set out in Appendix 6.12.2.
	 
	 	6.12.3.	 	All leases pursuant to which the Company and the Subsidiaries lease real property extending
beyond the Closing Date, are valid and effective in accordance with their respective terms.
	 
	 	6.12.4.	 	The Company and the Subsidiaries occupy and use the real properties owned and leased by
them for the sole purpose of conducting the Business. The current use and occupancy thereof
does not constitute a non-conforming use under any applicable zoning or other land use Laws.
	 
	 	6.13.	 	Accounts Receivable and Liquid Assets
	 
	 	6.13.1.	 	All of the accounts receivable (including trade receivables owed by the Seller and its
Affiliates) of the Company and its Subsidiaries have arisen in the ordinary course of business
and will be collected at full book value within ninety (90) days from the respective due date.




12












 




Execution copy





	6.13.2.	 	All liquid assets and accounts receivable of the Company and its Subsidiaries, including
but not limited to bank accounts and cash, are available free and clear from any Encumbrances
or conditions.






	6.14.	 	Accounting Records and Statutory Books






	6.14.1.	 	The accounting records of the Company and the Subsidiaries are up-to-date and contain, in
all material respects, complete and accurate details of the Business activities of the Company
and the Subsidiaries as well as all matters required by law to be included in such records.






	6.14.2.	 	The statutory books of the Company and the Subsidiaries are up-to-date and contain, in all
material respects, complete and accurate records of the matters which should be included in
such books.






	6.15.	 	Title to Assets






	6.15.1.	 	The Company and the Subsidiaries are the owners of the assets, tangible and intangible,
that are reflected in the Accounts in addition to any assets, tangible and intangible,
acquired since the Accounts Date, and less any assets, tangible and intangible, disposed of
since the Accounts Date in the ordinary course of business consistent with past practice and
has good and marketable title to all such assets, tangible or intangible, free and clear from
any Encumbrances.






	6.15.2.	 	The Company and the Subsidiaries own or lease all assets, tangible and intangible,
necessary for it to carry on the Business as presently conducted, and such assets, tangible
and intangible, are in good operating condition, ordinary wear and tear excepted, and fully
maintained and serviced on a timely basis.






	6.16.	 	Inventories






	6.16.1.	 	The inventories of the Company and of the Subsidiaries set forth in the Closing Balance
Sheet have been stated therein at the lower of cost and net realisable value determined in
accordance with the Accounting Principles consistently applied. Since the Accounts Date, the
inventories of the Company and the Subsidiaries have been maintained in the ordinary course of
business consistent with past practices.






	6.17.	 	Litigation






	6.17.1.	 	The Company and the Subsidiaries are not engaged in any pending litigation, arbitration, or
administrative proceeding, investigation, audit or inquiry, whether as plaintiffs, defendants
or otherwise.






	6.17.2.	 	Since 1 January 2005, no judgments or awards have been rendered, and there are no judgments
or awards outstanding, against the Company or the Subsidiaries, except as set out in
Appendix 6.17.2.






	6.17.3.	 	To the Sellers’ Knowledge, no fact or circumstance has occurred or is existing which could
result in any litigation, arbitration or administrative proceeding, investigation, audit or
inquiry against the Company or the Subsidiaries.






	6.18.	 	Taxes






	6.18.1.	 	The Company and the Subsidiaries have filed the required tax returns and reports with the
appropriate tax authorities. Such reports and returns have been prepared in accordance
applicable Laws and, when filed, included all information required for a correct assessment of
Taxes. All Taxes that have become due for payment have been paid. The Company and the
Subsidiaries have complied with all applicable Laws relating to Taxes in respect of record
retention and documentation of business transactions, including, without limitation, transfer
pricing records and documents. All material information on tax returns and reports filed has
been disclosed as part of the Data Room Documents.




13









 




Execution copy





	6.18.2.	 	There are no tax audits pending, or, to the Seller’s Knowledge, threatened with respect to
the Company or the Subsidiaries. To the Sellers’ Knowledge, no fact or circumstance has
occurred or is existing which could result in any such audit.
	 
	6.19.	 	Compliance with law
	 
	6.19.1.	 	The Company and its Subsidiaries have at all times in all material respects conducted and
are conducting the Business in accordance with, and have complied with, and are complying
with, all applicable Laws relating to their operations and business.
	 
	6.19.2.	 	There is no controversy or investigation pending, or, to the Seller’s Knowledge, threatened
or expected with respect to the Company or its Subsidiaries or their respective businesses by
any governmental agency or authority or any other Person relating, inter alia, to any
violation or possible violation of applicable Laws, and no injunctions, cautions or remarks by
authorities have been directed towards the Company or its Subsidiaries and there are no
outstanding orders, decrees or judgements in respect of the Company or any Subsidiary.
	 
	6.19.3.	 	No Company or any Subsidiary has been subject to any liquidation or bankruptcy proceedings.
	 
	6.19.4.	 	No circumstances have occurred which imply or could imply any limitation or restriction in
the conduct of the present activities of the Company or its Subsidiaries.
	 
	6.19.5.	 	All material necessary licenses, consents, permits and authorisations have been obtained by
the Company and its Subsidiaries to enable them to carry on their businesses in the places and
in the manner in which such businesses are now conducted and all such licences, consents,
permits and authorisations are valid and subsisting and have been complied with in all
respects. There are no pending, or, to the Sellers Knowledge, threatened actions or other
proceedings which seek to revoke, amend, vary or withdraw any such licence, consent, permit or
authorisation.
	 
	6.20.	 	Environmental Matters
	 
	6.20.1.	 	All material information regarding environmental licenses and written notices received or
given in respect thereof as per the Signing Date has been disclosed as part of the Data Room
Documents and copies of all such information and notices received or given in the period
between the Signing Date and the Closing will be promptly provided to the Purchaser.
	 
	6.21.	 	Selling Documents, etc.
	 
	6.21.1.	 	Subject to Section 11.3, the budgets, forecasts, projections and predictions relating to
the Company and the Subsidiaries delivered or made available to the Purchaser have been
prepared and made in good faith and are based on reasonable assumptions. The Seller is not
aware of any fact or set of circumstances that could render such budgets, forecasts,
projections and predictions incorrect or misleading in any material respect.
	 
	6.22.	 	No Other Warranties
	 
	6.22.1.	 	The Purchaser agrees that the Seller has made no, and the Purchaser has not relied on any,
expressed or implied representation or warranty regarding the Shares, the Company, the
Subsidiaries or their businesses other than the Warranties contained in this Agreement and no
action or omission by the Seller or the Company shall be construed as implying any
representation or warranty.




14









 





Execution copy




	7.	 	ENVIRONMENTAL AND TAX UNDERTAKING
	 
	7.1.	 	Environmental Undertaking
	 
	7.1.1.	 	The Parties hereby agree that the Seller shall indemnify, defend and hold the Company
harmless from and against any and all direct costs or expenses (including reasonable fees to
legal, technical and environmental consultants) incurred or suffered as a result of or in
connection with any Environmental Claim or any Environmental Liability arising out of or
relating to the operation or ownership of the Properties, the Business or the Company
(hereinafter defined as an “Environmental Loss”); provided that, after the Seller having
satisfied the first USD three million (3,000,000) of any Environmental Loss, the Seller and
the Purchaser shall equally share any Environmental Loss in excess of such amount until the
aggregate amount of all Environmental Losses equal USD fourteen million twohundred thousands
(14,200,000). The Seller’s aggregate liability pursuant to this Section 7.1.1 shall therefore
be limited to the Purchase Price. The foregoing indemnity obligation of the Seller shall be
satisfied against delivery of satisfactory evidence establishing that a loss, damage or
liability suffered or a cost or expense to be incurred is an Environmental Loss for which the
Seller is responsible hereunder.
	 
	7.1.2.	 	Notwithstanding the foregoing, the Seller’s undertaking in Section 7.1.1 above is subject to
the following:






	 	(a)	 	The Seller shall have no liability pursuant to Section 7.1.1 hereof to the
extent an Environmental Loss results from contamination of the Properties caused by
the Company after the Closing Date.
	 
	 	(b)	 	An Environmental Loss shall be reduced by the amount with which it has
increased as a result of the Company, at the request of the Seller, not defending
itself against an Environmental Claim, or the Company, without the Seller’s prior
written consent, entering into an agreement with an authority pursuant to which the
Company accepts liability for an Environmental Liability.
	 
	 	(c)	 	An Environmental Loss shall be reduced by the amount with which it has
increased as a result of the Properties ceasing to be used for industrial purposes.
	 
	 	(d)	 	The Seller, its consultants and engaged constructors shall have full access
to the Properties, provided that such access shall not interfere with the operation
of the business activities conducted on the Properties, and any and all documentation
relating to an Environmental Claim in order for the Seller to be able to assess the
reasonableness of an Environmental Claim.
	 
	 	(e)	 	The Purchaser shall inform the Seller in writing upon becoming aware of an
Environmental Claim from any authority for which the Seller is responsible according
to this Section 7. Such written notice shall be timely so as to ensure that the
rights and obligations of the Seller under applicable law and this Agreement will not
be prejudiced in any way.






	7.1.3.	 	The following shall apply in respect of the handling of Environmental Claims until the
Seller having satisfied the first USD 3,000,000. The Purchaser shall ensure that the Company
manages, negotiates and defends all environment issues at the Properties, and the Seller shall
at all times be permitted to participate, which participation shall be in good faith, in the
management, negotiation and defence thereof and have the final decision, exercised in good
faith, over issues which could cause an Environmental Loss.
	 
	7.1.4.	 	The following shall apply in respect of the handling of Environmental Claims after the
Seller having satisfied the first USD 3,000,000 and until the Seller




15









 




Execution copy





	 	 	having satisfied its liabilities until the aggregate amount of all Environmental Losses
equal USD 14,200,000. The Purchaser shall ensure that the Company manages, negotiates and
defends all environment issues at the Properties, and the Purchaser and Seller shall
participate equally in the management, negotiation and defence thereof and shall make
joint decisions, which decisions will be made in good faith and should not be unreasonably
withheld, with respect to matters which could cause an Environmental Loss. In the case the
parties cannot make joint decisions the Purchaser’s opinion shall, subject to Section
7.1.2.b above, prevail.
	 
	7.1.5.	 	For the purpose of managing environmental issues in accordance with Section 7.1.3 and 7.1.4
above the Seller and the Purchaser have appointed the representatives set out below, who shall
be authorized to make binding decisions on behalf of the Party having appointed the respective
representative. The representatives shall meet (either by telephonic meeting, video conference
or physical meeting) when requested by one of the representatives in order to manage the
environmental issues.





	 	 	 	 	 
	 

	 	For the Seller:
	 	Jim Wallwork
	 

	 	 	 	Vice President of Health, Safety and
	 

	 	 	 	Environment
	 

	 	 	 	814 Livingston Ct.
	 

	 	 	 	Marietta GA 30067
	 

	 	 	 	USA
	 
	 	 	 	 
	 

	 	For the Purchaser:
	 	Hans Hagdahl
	 

	 	 	 	Graphic Packaging International Sweden AB
	 

	 	 	 	Box 1
	 

	 	 	 	Fiskeby
	 

	 	 	 	601 02 Norrköping
	 

	 	 	 	Sweden







	 	 	A Party may replace its authorized representative by notifying the other Party hereof in
writing.
	 
	7.1.6.	 	Save for the Parties respective rights and remedies set forth in this Section 7 and in
Section 11 hereof, both Parties hereby agree to waive and forever release the other Party from
any Environmental Claim, Environmental Liability or Environmental Loss, whether known or
unknown, actual or contingent.
	 
	7.2.	 	Tax Undertaking
	 
	7.2.1.	 	The Seller shall indemnify, defend and hold harmless the Purchaser, the Company and the
Subsidiaries from and against all Taxes of the Company and the Subsidiaries that relate to or
otherwise arise out of the ownership and operation of the business of the Company and the
Subsidiaries and their assets and properties in respect of any period ending on or before the
Closing Date (“Pre-Closing Taxes”). All Taxes and all liabilities in respect thereof with
respect to income, property or operations of the Company and the Subsidiaries in respect of
any period that includes but that do not end on the Closing Date shall be apportioned between
the period ending on or before the Closing Date and the period beginning after the Closing
Date as follows: (i) in the case of Taxes other than income, value added, sales and
withholding Taxes, on a per diem basis, and (ii) in the case of income, value added, sales and
withholding Taxes, determined as if the taxable year of the Company and the Subsidiaries
terminated at the close of business on the Closing Date.




16









 




Execution copy





	8.	 	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
	 
	 	 	The Purchaser, as of the date hereof and as of the Closing
Date, makes the following representations and warranties to the
Seller.
	 
	8.1	 	Corporate Existence and Power
	 
	8.1.1.	 	The Purchaser is duly incorporated and validly existing under the laws of the jurisdiction
in which the Purchaser was incorporated, as well as duly qualified to conduct such business as
conducted as at the date hereof and has the requisite power and authority to enter into, and
to perform, this Agreement and any other undertaking to be executed by the Purchaser pursuant
to this Agreement.
	 
	8.1.2.	 	The Purchaser has not filed (or has had filed against it) any petition for its winding up,
is not insolvent within the meaning of applicable laws, rules or regulations or similar
requirements, and has not made any assignment in favour of its creditors or any class of them,
nor has any petition for receivership or any administration order been presented in respect of
the Purchaser. The Purchaser has not initiated any proceedings for a compromise or arrangement
with its creditors or for the dissolution, liquidation or re-organisation of the Purchaser or
the winding-up or cessation of the business of the Purchaser. No receiver or administrative
receiver or liquidator has been appointed in respect of the Purchaser or any of its material
assets and no execution have been levied upon any of its material assets.
	 
	8.2.	 	Corporate Authorisation and Non-Contravention
	 
	8.2.1.	 	This Agreement and the performance by the Purchaser of its obligations under them, have been
duly authorised by all necessary corporate action on the part of the Purchaser, and this
Agreement, constitute valid and binding obligations of the Purchaser in accordance with their
respective terms.
	 
	8.2.2.	 	The execution and performance by the Purchaser of this Agreement do not and will not:






	 	(a)	 	result in a breach of any provisions of the memorandum or articles of
association or any provision of any other constitutional document of the Purchaser;
	 
	 	(b)	 	result in any breach of any resolution adopted by the shareholders’ or
board of directors of the Purchaser; or
	 
	 	(c)	 	result in a breach of any order, judgement or decree of any court or
governmental agency by which the Purchaser is bound.






	8.3.	 	Authority Consents
	 
	8.3.1.	 	The Purchaser is not required to make any filing with, give any notice to, or obtain any
consent from any authority in connection with the execution of this Agreement or the
completion of the transaction contemplated by this Agreement.
	 
	8.4.	 	Financing
	 
	8.4.1.	 	The equity commitments available to the Purchaser will, when disbursed, constitute the funds
necessary for the Purchaser’s acquisition of the Shares.
	 
	9.	 	COVENANTS OF THE PURCHASER AND OF THE SELLER
	 
	9.1.	 	At Closing, the Purchaser shall cause shareholders’ meetings and board meetings to be held in
the Company and the Subsidiaries at which meetings:




17









 




Execution copy











	 	(a)	 	new Directors in the Company and the Subsidiaries are appointed and submit
such new appointments of new Directors for registrations with the Swedish Companies
Registration Office (Sw. Bolagsverket) and the equivalent in Denmark, France and the
United Kingdom, without any delay; and
	 
	 	(b)	 	adopt new articles of association of the Company and the Subsidiaries (or
in respect of the Subsidiaries any other necessary measure) in order to change the
company names of the Company and the Subsidiaries so that the name of the Company and
the Subsidiaries do not contain “Graphic Packaging International” or any name that is
similar or alike or is an abbreviation of the present company name.






	9.2.	 	At the next annual shareholders’ meeting of the Company and the Subsidiaries, the Purchaser
undertakes to procure that the Directors who have resigned on or before the Closing Date are
granted discharge from liability for their administration until the Closing Date (or the
earlier date of their resignation), provided, however, that the auditors of the Company and
the Subsidiaries do not recommend against such discharge in the auditor’s reports for the
relevant period.
	 
	9.3.	 	The Seller covenants and agrees to cooperate with and assist the Purchaser and the Company in
relation to, and agrees to indemnify, defend and hold harmless the Purchaser and the Company
from and against all claims, losses, costs and expenditures (including reasonable legal fees)
incurred as a result of or relating to, the proceedings for a cancellation of the lost share
certificate representing the Shares and any Third Party Claim (whether or not successful)
challenging or questioning the Seller’s or the Purchaser’s (as the case may be) full and
unencumbered title to the Shares.
	 
	9.4.	 	The Parties are in agreement that all purchases of recycled paperboard made by Graphic
International, Inc. and all of its Affiliates from the Company on or after 1 October 2007
shall have 30 days’ terms of payment.
	 
	9.5.	 	Prior to Closing, the Seller has filed for registration with the relevant company
registration authorities the transfer to the Company of certain minority shares in (i)
Subsidiary France, held by Bengt Wetterberg, and (ii) Subsidiary UK, held by New Materials
Limited, Company No. 245 62 36, in accordance with the applications attached hereto as
Appendix 9.5. After the Closing, the Seller shall take such further actions, if any,
required, to effectively transfer title to such shares to the Company.
	 
	10.	 	TRANSITIONAL SERVICES
	 
	10.1.	 	During a transition period of sixty (60) days after the Closing Date, the Seller shall
ensure that that the Company has access to the IT-services, set out in Appendix 10.1,
currently provided by the Seller or any other company within the group in which the Seller is
part of (the “IT-Services”). Furthermore, during the same period of time, the Company shall be
entitled to continue to use any software which is currently used under a licence held by the
Seller or any other company within the group the Sellers is part of. The aforementioned
services and use of software, shall be provided on unchanged conditions and with unchanged
service level and accessibility.
	 
	10.2.	 	The Seller shall ensure that the Company to a reasonable extent is assisted by the Seller,
or a company within the group the Seller is part of, with the migration of the IT-services to
the Company and/or a third party which the Company has contracted to provide the IT-Services
to the Company in order to enable a




18









 




Execution copy





	 	 	seamless transition at the expiry of the transition periods set out above in section 10.1.
	 
	10.3.	 	With respect to the services and software provided by the Seller under this Section 10, the
Seller and the company within the group the Seller is part of that has actually provided the
service shall not be liable to the Company or the Purchaser in any way whatsoever for loss of
profit or of business, loss of data, corruption of software, loss of anticipated savings or
for any other direct, indirect or consequential losses whatsoever.
	 
	11.	 	THE SELLER’S BREACH
	 
	11.1.	 	The Seller’s Liability
	 
	11.1.1.	 	Subject to Section 11.2, in the event of a breach of any of the Warranties or any covenants
or agreements made or to be performed by the Seller pursuant to this Agreement, the Seller
shall, as the Purchaser’s sole and exclusive remedy, indemnify, defend and hold harmless the
Purchaser, the Company and the Subsidiaries from and against any and all Losses suffered or
incurred by the Purchaser, the Company and the Subsidiaries arising out of or relating to any
such breach, and any Loss so satisfied shall, for tax purposes, be made in the form of a
purchase price reduction.
	 
	11.2.	 	Limitation of Liability
	 
	 	 	The foregoing obligation of the Seller for breach of Warranty is subject to the following
limitations.
	 
	11.2.1.	 	For the purposes of this Agreement, a contingent liability shall not be deemed to
constitute a Loss unless and until such contingent liability becomes an actual Loss.
	 
	11.2.2.	 	The Purchaser shall not be entitled to make any Claim to the extent that an adequate
provision or allowance for the matter causing the Loss has been made in the Closing Balance
Sheet.
	 
	11.2.3.	 	No liability shall arise to the extent that any Claim occurs as a result of any legislation
not in force at the date hereof, or which takes effect retrospectively, or occurs as a result
of any increase in the rate of tax in force at the date hereof or any change in the generally
established practices of the relevant tax authorities.
	 
	11.2.4.	 	The Seller shall not have any liability unless a Loss for breach of Warranty amounts to or
exceeds USD 60,000 and unless the total amount of all Losses for breach of Warranties amounts
to or exceeds USD 600,000.
	 
	11.2.5.	 	The Purchaser shall give the Seller notice in writing of any Claim, accompanied by
reasonable particulars thereof specifying the nature of the Claim and, as far as practicable,
the amount of the related Loss, no later than three (3) months after the Purchaser becomes
aware of the facts/circumstances giving rise to the Claim, and in no event later than eighteen
(18) months after the Closing Date, or if the Claim relates to Tax matters, no later than six
(6) years after the Closing Date or if the Claim relates to Environmental matters, no later
than ten (10) years after the Closing Date. If the Purchaser fails to notify the Seller within
the time periods specified hereinbefore, the Seller shall have no liability in respect of such
Claim to the extent the failure to so notify the Seller has increased the amount of Losses
suffered or incurred in connection therewith.
	 
	11.2.6.	 	No liability shall arise in respect of any Loss, to the extent recovered under a policy of
insurance.




19









 




Execution copy





	11.2.7.	 	No Claim may be made if the breach of Warranty was made reasonably apparent to the
Purchaser from a review of the Data Room Documents or otherwise through information disclosed
in writing to the Purchaser, or which were otherwise known to the Purchaser or the Purchaser’s
advisors and without the need to review any further document or report, or was otherwise
actually known to the Purchaser prior to the date hereof.
	 
	11.2.8.	 	The Purchaser shall take all reasonable steps to mitigate Losses and the Seller shall not
be liable to indemnify a Loss to the extent the Purchaser failed to take all reasonable steps
to mitigate such Loss.
	 
	11.2.9.	 	No liability shall arise to the extent (i) any Tax refund is actually received by the
Company or the Subsidiaries as a result of the Loss, or (ii) any reduction in Tax actually
payable by the Company or the Subsidiaries with respect to the relevant fiscal year is
directly attributable to the facts giving rise to the Claim.
	 
	11.2.10.	 	Notwithstanding the foregoing, the sum of all Claims and Environmental Claims made by the
Purchaser under this Agreement may never exceed the Purchase Price.
	 
	11.2.11.	 	Save for specific performance, the remedies contained in this Agreement for breach of any
of the Warranties, covenants or agreements made or to be performed by the Seller pursuant to
this Agreement shall be exclusive and hence it is specially agreed that no remedy whatsoever
under the Swedish Sale of Goods Act (Sw. Köplagen (1990:931) or under any other statute, law
or legal principle, including (but not limited) to the right to rescind this Agreement, shall
after the Closing Date be available to the Purchaser.
	 
	11.3.	 	Projections and forecasts
	 
	11.3.1.	 	With respect to any projection or forecast delivered by or on behalf of the Seller to the
Purchaser, the Purchaser acknowledges that there are uncertainties inherent in attempting to
make such projections and forecasts and subject to Sections 6.21.1 and 11.1, it shall have no
claim against the Seller with respect thereto.
	 
	11.4.	 	Third Party Claims and Recovery
	 
	11.4.1.	 	In case the Purchaser becomes aware of any Third Party Claim, which could lead to a Claim,
the Purchaser, in order to maintain the right to bring a Claim against the Seller, shall or
procure that the Company shall:






	 	(a)	 	as soon as reasonably practicable, but in no event later than thirty (30)
days after the Purchaser becomes aware of the Third Party Claim, give notice thereof
to the Seller;
	 
	 	(b)	 	not make any admission of liability, agree to settle or compromise with any
person, body or authority in relation thereto, without the prior written consent of
the Seller;
	 
	 	(c)	 	have due regard to the Seller’s interest in disputing, compromising or
defending such Claim;
	 
	 	(d)	 	give the Seller, or the Seller’s duly authorised representatives,
reasonable access free of charge to the personnel of the Purchaser, the Company or
the Subsidiaries, as the case may be, and to any relevant premises, accounts,
documents and records within their respective possession, and to take copies of them,
to enable the Seller, or the Seller’s duly authorised representatives, to examine the
basis of such Third Party Claim.






	11.4.2.	 	If a Third Party Claim that could lead to a Claim should come to the knowledge of the
Purchaser, the Purchaser, upon the Seller’s request, shall afford the Seller




20









 





Execution copy




	 	 	the right to dispute and defend such Third Party Claim in the name of the Company or the
Subsidiaries. The Purchaser shall ensure that the Company or the Subsidiaries will grant
to the Seller all authorisations and all assistance necessary to enable the Seller to
dispute and defend any such Claim. Should the Purchaser not afford the Seller the right to
dispute and defend such Third Party Claim, the indemnifiable Loss arising as a result of
such Third Party Claim shall be reduced by the amount with which it has increased as a
result of the Seller not having disputed and defended such Third Party Claim.
	 
	11.4.3.	 	Except as set out in this Agreement, the Seller shall not have the right to dispute and
defend a Third Party Claim (i) if disputing and defending such claim, in the reasonable
opinion of the Purchaser, may materially adversely affect an ongoing business relation with
the third party making the claim or an affiliate of such third party, or (ii) if criminal
liability affecting the Company or any Subsidiary, or any director or officer of the Company
or any Subsidiary, could follow from such Third Party Claim. When disputing and defending a
Third Party Claim, the Seller shall not make any admission of liability and not settle or
compromise such Third Party Claim without obtaining the Purchaser’s prior written consent.
	 
	11.4.4.	 	If the Seller has made any payment to the Purchaser as a settlement of any Claim and
subsequent thereto the Purchaser, the Company or the Subsidiaries has the right to recover
from any third party any amount payable as a result of facts or circumstances forming the
basis of such Claim, then the Purchaser shall, promptly and without request from the Seller,
assign that right to the Seller.
	 
	12.	 	MISCELLANEOUS
	 
	12.1.	 	Confidentiality
	 
	12.1.1.	 	The Seller undertakes not to disclose any Confidential Information regarding the Company
and the Subsidiaries and the Purchaser undertakes not to disclose any Confidential Information
regarding the Seller unless (i) required to do so by law or pursuant to any order of court or
other competent authority or tribunal (ii) required to do so by any applicable stock exchange
regulations or the regulations of any other recognised market place (iii) such disclosure has
been consented to by the other Party in writing (such consent not to be unreasonably withheld)
or (iv) to its professional advisors who are bound to such party by a duty of confidence which
applies to any information disclosed. If a Party becomes required, in circumstances
contemplated by (i) or (ii) to disclose any information, the disclosing Party shall use its
reasonable endeavours to consult with the other Party prior to any such disclosure.
	 
	12.2.	 	Announcements
	 
	12.2.1.	 	All press releases, public announcements or public relations activities by the Parties with
regard to this Agreement or the transactions contemplated by it shall be mutually approved by
the Parties in advance of such release or announcement. A Party shall, however, not be
prevented from, after reasonable consultation with the other Party, disclosing such
information which is required under applicable law or stock exchange regulations.
	 
	12.3.	 	Costs
	 
	12.3.1.	 	Each Party shall pay its own costs and expenses in connection with the preparation for and
completion of the transactions contemplated by this Agreement, including but not limited to
all fees and expenses of its own representatives, agents, brokers, legal and financial
advisers and authorities.




21









 




Execution copy





	12.4.	 	Entire Agreement
	 
	12.4.1.	 	This Agreement represents the entire understanding and agreement between the Parties with
respect to the subject matter hereof and supersedes all prior negotiations, understandings and
agreements relating to the subject matter hereof.
	 
	12.5.	 	Amendments
	 
	12.5.1.	 	Any amendment to this Agreement shall be in writing and shall have no effect before signed
by the duly authorised representatives of the Parties.
	 
	12.6.	 	Notices
	 
	12.6.1.	 	All notices and other communications required or permitted under this Agreement must be in
writing in the English language and shall be deemed to have been received by a Party when:






	 	(a)	 	delivered by post, unless actually received earlier, on the third Business
Day after posting, if posted within Sweden, or the fifth Business Day, if posted to
or from a place outside Sweden;
	 
	 	(b)	 	delivered by hand, on the day of delivery.






	12.6.2.	 	All notices and communications required or permitted under this Agreement shall be
addressed as set out below or to such other addresses as may be given by written notice in
accordance with this Section.





	 	 	 	 	 
	 

	 	If to the Seller:
	 	Graphic Packaging International, Inc.
	 

	 	 	 	Attention: Stephen Hellrung (Vice
President General Counsel and Secretary)
	 

	 	 	 	814 Livingston Ct.
	 

	 	 	 	Marietta GA 30067
	 

	 	 	 	USA
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Advokatfirma Lindhs DLA Nordic KB
	 

	 	 	 	Attention: Bengt Kärde
	 

	 	 	 	P.O. Box 7315
	 

	 	 	 	SE-103 90 Stockholm
	 

	 	 	 	Sweden
	 
	 	 	 	 
	 

	 	If to the Purchaser:
	 	Lagrummet December Nr 1031 Aktiebolag
	 

	 	 	 	(under change of name to Fiskeby
International Holding AB)
	 

	 	 	 	Attention: Jan Byström
	 

	 	 	 	c/o Advokatfirman Vinge KB
	 

	 	 	 	P.O. Box 1703
	 

	 	 	 	SE-111 87 Stockholm
	 

	 	 	 	Sweden
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Advokatfirman Vinge KB
	 

	 	 	 	Attention: Jan Byström
	 

	 	 	 	P.O. Box 1703
	 

	 	 	 	SE-111 87 Stockholm
	 

	 	 	 	Sweden






22









 





Execution copy





	12.7.	 	Assignment
	 
	12.7.1.	 	This Agreement and the rights and obligations specified herein shall be binding upon and
inure to the benefit of the Parties and shall not be assignable by either Party. The benefit
of this Agreement may, however, be assigned (i) by either of the Parties to any company
directly or indirectly controlling, controlled by or under common control of the assignor,
provided that the assignor shall remain liable as for its own debt (Sw. såsom för egen skuld)
for all obligations under this Agreement, and (ii) by the Purchaser to the bank providing debt
financing for the consummation of the Incinerator Project contemplated hereby.
	 
	12.8.	 	Interpretation
	 
	12.8.1.	 	The headings and the table of contents of this Agreement are for convenience of reference
only and shall not in any way limit or affect the meaning or interpretation of the provisions
of this Agreement.
	 
	12.9.	 	Currency Conversion Rate
	 
	12.9.1.	 	All amounts payable under this Agreement shall be paid in USD. Should the original claim be
denominated in another currency conversion shall be made with use of Sweden’s Riksbank’s daily
Cross Rate quotation published on Sweden’s Riksbank’s website the Business Day before the
payment shall be made.
	 
	12.10.	 	Partial Invalidity
	 
	12.10.1.	 	If any provision of this Agreement or the application of it shall be declared or deemed
void, invalid or enforceable in whole or in part far any reason, such determination shall not
invalidate any other provision of this Agreement, however, the Parties hereto shall attempt,
through negotiations in good faith, to replace any part of this Agreement so held to be
invalid or unenforceable. The failure of the Parties to reach an agreement on a replacement
provision shall not affect the validity of the remaining part of this Agreement.
	 
	12.11.	 	Governing law and disputes
	 
	12.11.1.	 	This Agreement shall be governed by and construed in accordance with the laws of Sweden.
	 
	12.11.2.	 	Any dispute, controversy or claim arising out of or relating to this Agreement or the
breach, termination or invalidity thereof shall be finally settled by arbitration in
accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.
The place of arbitration shall be Stockholm, Sweden, and the arbitral proceedings shall be
conducted in the English language.
	 
	12.11.3.	 	All disputes, controversies and claims which the Parties hereto may have under this
Agreement and the Related Agreements shall be consolidated into one arbitral proceedings on
the demand of either Party.





 








23









 





Execution copy





This Agreement has been duly executed in two original copies, of which each of the Parties has
taken one copy.




Stockholm 16 October 2007




	 	 	 
	GRAPHIC PACKAGING 

INTERNATIONAL HOLDING SWEDEN 

AB
	 	LAGRUMMET DECEMBER NR 1031

AKTIEBOLAG

(under change of name to Fiskeby

International Holding AB)
	/s/ Stephen A. Hellrung	 	/s/ Jeffrey H. Coors
	 
	 	 
	By: Stephen A. Hellrung
	 	By: Jeffrey H. Coors







24












 





EXECUTION VERSION




APPENDIX 5.4.2 (E)




TECHNICAL ASSISTANCE AGREEMENT




BETWEEN




GRAPHIC PACKAGING INTERNATIONAL INC.




AND




GRAPHIC PACKAGING INTERNATIONAL

SWEDEN AB




 









 





2(4)


TECHNICAL ASSISTANCE AGREEMENT




     THIS TECHNICAL ASSISTANCE AGREEMENT (the “Agreement”) is entered into on 16 October 2007 by and
between:




	(1)	 	Graphic Packaging International Inc. (and its subsidiaries), a company duly incorporated
under the laws of the State of Delaware, having its principal office at 814 Livingston Court,
Marietta, GA 30067], (“Graphic”); and
	 
	(2)	 	Graphic Packaging International Sweden AB, Reg. No. 556032-6158, a limited liability company
duly incorporated under the laws of Sweden, having its principal office at Box 1, Fiskeby,
SE-601 02 Norrköping, Sweden (the “Company”).





RECITALS





	A.	 	Graphic Packaging International Holding Sweden AB and Graphic Packaging International Holding
Company, as sellers, and Lagrummet December nr 1031 Aktiebolag (under change of name to
Fiskeby International Holding AB), as buyer, have entered into a sale and purchase agreement
under which all the shares in the Company shall transfer to Lagrummet December nr 1031
Aktiebolag (under change of name to Fiskeby International Holding AB).
	 
	B.	 	Further to Section 5.4.2 (e) of the sale and purchase agreement, Graphic and the
Company shall enter into this Technical Assistance Agreement at closing of the sale and
purchase of the shares.




NOW THEREFORE, the parties hereby agree as follows:





	1.	 	DEFINITIONS





     Terms used in this Agreement shall have the following meaning:



	 	 	 	 
	 	“Affiliate”

	 	of a Party shall mean any company
or other legal entity which is
directly or indirectly controlled
by or under common control of such
Party (whereby “control” means the
possession, directly or
indirectly, of the power to direct
or influence the direction of the
management or policies of an
entity, whether through ownership
or otherwise).
	 
	 	 
	 	“Agreement”

	 	shall have the meaning ascribed to
it in the introductory paragraph;
	 
	 	 
	 	“Business Day”

	 	shall mean a day when banks are
open for general banking business
in Sweden and in the United
States;
	 
	 	 
	 	“Closing Date”

	 	shall mean the date of the closing
of the sale and purchase of the
shares pursuant to the sale and
purchase agreement;






 









 





3(4)



	 	 	 	 
	 	“Company”

	 	shall have the meaning ascribed to
it in the introductory paragraph;
	 
	 	 
	 	“Confidential Information”

	 	shall have the meaning ascribed to
it in Section 8.1;
	 
	 	 
	 	“Contact Person”

	 	shall have the meaning ascribed to
it in Section 3.1;
	 
	 	 
	 	“Graphic”

	 	shall have the meaning ascribed to
it in the introductory paragraph;
	 
	 	 
	 	“Graphic Service Parties”

	 	shall have the meaning ascribed to
it in Section 2.1;
	 
	 	 
	 	“Intellectual Property”

	 	shall mean inventions, patents,
know-how, trade secrets, designs,
copyrights, database rights,
trademarks, domain names, trade
names and other rights of a
similar kind, whether registered
or not, including applications for
the registration of such rights;
	 
	 	 
	 	“Party”

	 	shall mean Graphic or the Company,
and “Parties” shall mean Graphic
and the Company collectively when
referred to in this Agreement; and
	 
	 	 
	 	“Services”

	 	shall have the meaning ascribed to
it in Section 2.1.







	2.	 	TECHNICAL ASSISTANCE
	 
	2.1	 	Upon the terms and subject to the conditions set forth herein, Graphic hereby agrees to
provide, and agrees to cause its Affiliates to provide (Graphic and such Affiliates being
hereinafter referred to as the “Graphic Service Parties”) to the Company and its Affiliates
technical assistance and services described in section 2.2 below (the “Services”).
	 
	2.2	 	The scope of the Services is limited to the business segment recycle paperboard manufacture
from the collection of recycle fibre through finished board, and encompasses:






	 	(a)	 	two annual visits by 1-2 individuals of three day’s duration each to the
Company’s premises in Fiskeby by executive management and/or top technical management
of the Graphic Service Parties’ recycle mill operations for the purposes of:






	 	(i)	 	assessing the Company’s operating performance;

	 
	 	(ii)	 	sharing technical and operational best practices; and
	 
	 	(iii)	 	updating the Company’s and the Graphic Service Parties’ cost
improvement ideas;
	 
	 	(iv)	 	benchmarking to Graphic US mills;






	 	(b)	 	providing access (maximum eight (8) man hours per month) for the Company’s
technical management team to communicate with the Graphic
Service Parties’ recycle mill management team(s) via email or telephone on
technical or operational issues;




 









 





4(4)


	 	(c)	 	providing full access to (including a non-exclusive, perpetual,
irrevocable, world-wide license for the Company to use) current recycle paperboard
manufacturing technology proprietary to the Graphic Service Parties:






	 	(i)	 	without additional charge for process or materials technology,
whether existing at the Closing Date or subsequently obtained by the Graphic
Service Parties;
	 
	 	(ii)	 	without additional charge for protected Intellectual Property
of the Graphic Service Parties existing at the Closing Date; and
	 
	 	(iii)	 	with a fee to be agreed upon if the Company desires to utilise
Intellectual Property of the Graphic Service Parties which is protected
subsequent to the Closing Date.






	2.3	 	The standard of the Services to be rendered by the Graphic Service Parties shall correspond
to the standard applied by the Graphic Service Parties internally. The Graphic Service Parties
shall, for the term of the Agreement, employ such qualified personnel to enable it to fulfil
its obligations under this Agreement.
	 
	2.4	 	The Services shall be performed at mutually agreed dates. The parties shall instruct the
Contract Persons to set up an action plan with specific dates when the various Services shall
be provided including dates for visits etc, for the full term of the Agreement.
	 
	2.5	 	The Company shall make available to the Graphic Service Parties such data, personnel and
equipment as the Graphic Service Parties may reasonably require in order to accurately
performing the Services.






	3.	 	CONTACT PERSONS






	3.1	 	Each Party shall appoint a contact person to co-ordinate the Services to be provided under
this Agreement (each a “Contact Person”).
	 
	3.2	 	The respective Contact Persons shall be authorised to decide upon performance or receipt of
the Services on behalf of its Party. The Contact Persons shall facilitate the performance of
the Services and may agree the details thereof.
	 
	3.3	 	The Parties may replace its Contact Person at any time. Any replacement of the Contact Person
shall immediately be notified to the other Party.






	4.	 	NATURE OF RELATIONSHIP
	 
	 	 	Neither Party shall have any authority to act on behalf of the other Party in any manner
whatsoever, nor bind the other Party in any other way without the other Party’s prior
written consent. Neither Party will be liable or responsible for any acts or defaults of
the other Party or the other Party’s employees or agents. Nothing in this Agreement shall
be construed to constitute the parties as partners, joint venture partners, co-owners or
otherwise as participants in a joint or common undertaking.
	 
	5.	 	WORK RESULTS
	 
	5.1	 	All rights to results (including any Intellectual Property therein) from work performed by
the Graphic Service Parties or the Company under or otherwise
related to this Agreement shall be the sole and exclusive property of the Company. Such
rights shall include, but not be limited to, the right to amend and alter works of
copyright and assign and sub-license rights thereto.




 









 





5(4)


	5.2	 	The Company hereby grants to the Graphic Service Parties a royalty-free non-exclusive,
world-wide, perpetual, irrevocable, sub-licensable, assignable license to the Intellectual
Property in the results from work performed by the Graphic Service Parties or the Company
under or otherwise related to this Agreement, including the right use, copy, distribute,
amend, alter and otherwise commercialize such Intellectual Property.
	 
	6.	 	TERM OF AGREEMENT
	 
	6.1	 	This Agreement will enter into effect on the date hereof and shall terminate automatically on
the third anniversary of the date hereof, unless previously terminated pursuant to Section
6.2.
	 
	6.2	 	The Company may terminate the Agreement by giving seven business days notice in the event
Graphic is in material breach of its obligations under this Agreement and has failed to
rectify within seven business days from being encouraged to do so.
	 
	6.3	 	Upon termination of the Agreement if the other Party so requests, each Party shall deliver to
the other any records, reports and other materials borrowed from the other Party and return or
destroy materials containing Confidential Information.
	 
	7.	 	FEES AND EXPENSES
	 
	7.1	 	The Company shall pay Graphic a fee of USD 685,000 for the Services to be rendered under this
Agreement. The fee shall be paid in three instalments in the amounts, the first instalment in
the amount of USD 228,000 is payable on the closing of the transaction contemplated by the
sale and purchase agreement between Graphic Packaging International Holding Sweden AB and
Graphic Packaging International Holding Company, as sellers, and Lagrummet December nr 1031
Aktiebolag (under change of name to Fiskeby International Holding AB), as buyer. The second
instalment in the amount of UDS 229,000 and third instalment in the amount of USD 228,000 are
payable against invoice on the day of the first and second anniversary of this agreement.
	 
	7.2	 	If the Agreement is terminated prior to expiry of the term of the Agreement, the fee set out
in section 7.1 shall be reduced proportionally.
	 
	7.3	 	The Company shall reimburse the Graphic Service Parties against receipt of invoice for
pre-approved travel expenses incurred by the Graphic Service Parties’ employees travelling to
Sweden in connection with the provision of Services.
	 
	8.	 	CONFIDENTIALITY
	 
	8.1	 	Each Party undertakes to adhere to the other Party’s instructions regarding handling of
information. Unless otherwise instructed, any information that the parties and their
Affiliates may exchange under or in relation to this Agreement of any kind or nature
whatsoever, whether written or oral, including without limitation, financial information,
trade secrets, client lists, intellectual property and other proprietary business information
regarding the parties, any of their Affiliates, customers or suppliers, which information is
not known to the general public, shall be deemed to be confidential (“Confidential
Information”). Each
Party undertakes not to use or disclose any Confidential Information obtained from the
other Party and/or such Party’s Affiliate(s) except:




 









 





6(4)








	 	(i)	 	for the purpose of exercising the rights and obligations set forth in this
Agreement or
	 
	 	(ii)	 	if required to do so by law or pursuant to any order of court or other
competent authority or tribunal,
	 
	 	(iii)	 	if required to do so by any applicable stock exchange regulations or the
regulations of any other recognised market place,
	 
	 	(iv)	 	such use or disclosure has been consented to by the other Party in writing
(such consent not to be unreasonably withheld) or
	 
	 	(v)	 	to its professional advisors who are bound to such Party by a duty of
confidence which applies to any information disclosed.






If a Party becomes required, in circumstances contemplated by (i), (ii) or (iii) to
disclose any information, the disclosing Party shall use its reasonable endeavours to
consult with the other Party prior to any such disclosure.




In addition to the above, each Party undertakes not to use any Confidential Information
obtained from the other Party and/or such Party’s Affiliates except for the purpose of
exercising the rights and obligations set forth in this Agreement.




	8.2	 	The Parties shall ensure that their Affiliates and any agents or other intermediaries
employed by them also observe Section 8.1 above.
	 
	8.3	 	The Parties’ obligations further to this Section 8 shall survive the termination of this
Agreement.
	 
	9.	 	GOVERNING LAW AND DISPUTES
	 
	9.1	 	This Agreement shall be governed by and construed in accordance with the laws of Sweden.
	 
	9.2	 	Any dispute, controversy or claim arising out of or relating to this Agreement or the breach,
termination or invalidity thereof shall be finally settled by arbitration in accordance with
the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of
arbitration shall be Stockholm, Sweden, and the arbitral proceedings shall be conducted in the
English language.





 









 





EXECUTION VERSION



 









	This Agreement has been duly executed in two original copies, of which each of the Parties has
taken one copy.





Stockholm, 16 October 2007




GRAPHIC PACKAGING INTERNATIONAL INC.




/s/ Stephen A. Hellrung                    

By: Stephen A. Hellrung




GRAPHIC PACKAGING INTERNATIONAL SWEDEN AB




/s/ Jeffrey H. Coors                            

By: Jeffrey H. Coors





 












 





EXECUTION VERSION




APPENDIX 5.4.2 (F)




SUPPLY AGREEMENT




BETWEEN




GRAPHIC PACKAGING INTERNATIONAL INC.




AND




GRAPHIC PACKAGING INTERNATIONAL

SWEDEN AB




 









 





2(4)




SUPPLY AGREEMENT



THIS SUPPLY AGREEMENT (the “Agreement”) is entered into on 16 October 2007 by and between:





	(1)	 	Graphic Packaging International Inc. (and its subsidiaries), a company duly incorporated
under the laws of the State of Delaware, having its principal office at 814 Livingston Court,
Marietta, GA 30067, (“Graphic”); and
	 
	(2)	 	Graphic Packaging International Sweden AB, Reg. No. 556032-6158, a limited liability company
duly incorporated under the laws of Sweden, having its principal office at Box 1, Fiskeby,
SE-601 02 Norrköping, Sweden (the “Company”).





RECITALS





	 	A.	 	Graphic Packaging International Holding Sweden AB and Graphic Packaging International
Holding Company, as sellers, and Lagrummet December Nr 1031 Aktiebolag (under change of
name to Fiskeby International Holding AB), as buyer, have entered into a sale and purchase
agreement under which all the shares in the Company have been transferred to Lagrummet
December Nr 1031 Aktiebolag (under change of name to Fiskeby International Holding AB).
	 
	 	B.	 	Further to Section 5.4.2 (f) of the sale and purchase agreement, Graphic and the
Company shall enter into this Supply Agreement at closing of the sale and purchase of the shares.





NOW THEREFORE, the parties hereby agree as follows:





	1.	 	DEFINITIONS






The terms used in this Agreement shall have the following meaning:



	 	 	 	 
	 	“Affiliate”

	 	of a party shall mean any company or other legal entity which
is directly or indirectly controlled by or under common
control of such party (whereby “control” means the possession,
directly or indirectly, of the power to direct or influence
the direction of the management or policies of an entity,
whether through ownership or otherwise);
	 
	 	 
	 	“Agreement”

	 	shall mean this Supply Agreement;
	 
	 	 
	 	“Company”

	 	shall have the meaning ascribed to it in the introductory
paragraph;






2









 





3(4)




	 	 	 	 
	 	“Graphic”

	 	shall have the meaning ascribed to it in the introductory
paragraph; and
	 
	 	 
	 	“Party”

	 	shall mean Graphic or the Company, and “Parties” shall mean
Graphic and the Company collectively when referred to in this
Agreement.







	2.	 	PURCHASE UNDERTAKING
	 
	 	 	Upon the terms and subject to the conditions set forth herein, Graphic hereby agrees to
purchase all of Graphic’s and its Affiliates’ requirements for recycle paperboard within
the European Union, during the term of this Agreement from the Company.
	 
	3.	 	PURCHASE PRICE AND OTHER TERMS OF DELIVERY
	 
	3.1.	 	The purchase price to be paid by Graphic for the recycle paperboard purchased under this
Agreement shall correspond to the prevailing market price at the time of the order. If the
parties cannot agree on the prevailing market price, the prevailing market price shall be the
price of a competitive “spot” offer made to Graphic for a comparable order in terms of
quantity as well as quality, of recycle paperboard; provided that the Company shall be
entitled to reject such purchase price in which case Graphic shall be free to place the
relevant order pursuant to such competitive offer.
	 
	3.2.	 	All purchases of recycle paperboard made by Graphic and its Affiliates from the Company under
this Agreement shall have 30 days’ terms of payment.
	 
	3.3.	 	The other terms of delivery applicable for Graphic’s purchase of recycle paperboard under
this Agreement shall substantially correspond with then prevailing market terms.
	 
	3.4.	 	Graphic shall at the request of the Company disclose the terms and conditions of any
competitive order(s) by providing copies thereof to the Company.
	 
	4.	 	TERM OF AGREEMENT
	 
	 	 	This Agreement will enter into effect on the date hereof and shall terminate automatically
on the second anniversary of the date hereof.
	 
	5.	 	GOVERNING LAW AND DISPUTES
	 
	5.1	 	This Agreement shall be governed by and construed in accordance with the laws of Sweden.
	 
	5.2	 	Any dispute, controversy or claim arising out of or relating to this Agreement or the breach,
termination or invalidity thereof shall be finally settled by arbitration in accordance with
the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of
arbitration shall be Stockholm, Sweden, and the arbitral proceedings shall be conducted in the
English language.





3









 





EXECUTION VERSION




 





This Agreement has been duly executed in two original copies, of which each of the Parties has
taken one copy.




Stockholm, 16 October 2007




GRAPHIC PACKAGING INTERNATIONAL INC.




	 	 	 
	/s/ Stephen A. Hellrung

By: Stephen A. Hellrung

	 	 






GRAPHIC PACKAGING INTERNATIONAL SWEDEN AB




	 	 	 
	/s/ Jeffrey H. Coors

By: Jeffrey H. Coors

	 	 







4