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FIRST SUPPLEMENTAL INDENTURE

Indenture Agreement

FIRST SUPPLEMENTAL INDENTURE | Document Parties: GRAPHIC PACKAGING HOLDING CO | BLUEGRASS FLEXIBLE PACKAGING COMPANY | BLUEGRASS LABELS COMPANY, LLC | BLUEGRASS MULTIWALL BAG COMPANY, LLC | FIELD CONTAINER QUERETARO (USA), LLC | GRAPHIC PACKAGING CORPORATION | GRAPHIC PACKAGING HOLDING COMPANY | GRAPHIC PACKAGING INTERNATIONAL, INC | HANDSCHY HOLDINGS, LLC | HANDSCHY INDUSTRIES, LLC | RIVERDALE INDUSTRIES, LLC | US Bank National Association You are currently viewing:
This Indenture Agreement involves

GRAPHIC PACKAGING HOLDING CO | BLUEGRASS FLEXIBLE PACKAGING COMPANY | BLUEGRASS LABELS COMPANY, LLC | BLUEGRASS MULTIWALL BAG COMPANY, LLC | FIELD CONTAINER QUERETARO (USA), LLC | GRAPHIC PACKAGING CORPORATION | GRAPHIC PACKAGING HOLDING COMPANY | GRAPHIC PACKAGING INTERNATIONAL, INC | HANDSCHY HOLDINGS, LLC | HANDSCHY INDUSTRIES, LLC | RIVERDALE INDUSTRIES, LLC | US Bank National Association

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Title: FIRST SUPPLEMENTAL INDENTURE
Date: 8/26/2009
Industry: Paper and Paper Products     Sector: Basic Materials

FIRST SUPPLEMENTAL INDENTURE, Parties: graphic packaging holding co , bluegrass flexible packaging company , bluegrass labels company  llc , bluegrass multiwall bag company  llc , field container queretaro (usa)  llc , graphic packaging corporation , graphic packaging holding company , graphic packaging international  inc , handschy holdings  llc , handschy industries  llc , riverdale industries  llc , us bank national association
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EXHIBIT 4.1

 

 

GRAPHIC PACKAGING INTERNATIONAL, INC.

and

GRAPHIC PACKAGING HOLDING COMPANY,

GRAPHIC PACKAGING CORPORATION
and the other Note Guarantors from time to time parties hereto,
as Note Guarantors

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

 

FIRST SUPPLEMENTAL INDENTURE

DATED AS OF AUGUST 20, 2009

 

 

 

 


 

     FIRST SUPPLEMENTAL INDENTURE dated as of August 20, 2009 (this “ Supplemental Indenture ”), among Graphic Packaging International, Inc., a corporation organized under the laws of the State of Delaware, as issuer (the “ Issuer ”), the guarantors listed on the signature pages hereto (the “ Note Guarantors ”) and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office in Atlanta, Georgia, as Trustee (the “ Trustee ”) .

     WHEREAS, the Issuer, the Note Guarantors and the Trustee have entered into an Indenture dated as of June 16, 2009 (the “ Indenture ”), relating to the Issuer’s 9.50% Senior Notes due 2017 (the “ Outstanding 9.50% Notes ”);

     WHEREAS, the Issuer and the Note Guarantors desire and have requested that the Trustee join them in the execution and delivery of this Supplemental Indenture in order to establish and provide for the issuance by the Issuer of an additional $180,000,000 aggregate principal amount of 9.50% Senior Notes due 2017 (the “ Additional 9.50% Notes ”);

     WHEREAS, Section 303 of the Indenture provides for the issuance of Additional Notes and Section 9.01(6) of the Indenture permits supplementing the Indenture to establish a series of Additional Notes without the consent of any Holders;

     WHEREAS, the Additional 9.50% Notes shall constitute Additional Notes pursuant to the Indenture;

     WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and

     WHEREAS, all things necessary to make this Supplemental Indenture a valid supplement to the Indenture pursuant to its terms and the terms of the Indenture have been done.

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
GENERAL TERMS AND CONDITIONS OF THE ADDITIONAL 9.50% NOTES.

      SECTION 1.01. DESIGNATION OF NOTES.

     The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Additional 9.50% Notes and shall not apply to any other Notes that have been or may be issued under the Indenture unless a supplemental indenture with respect to such other Notes specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby designated an additional $180,000,000 aggregate principal amount of the series of Notes under the Indenture entitled “9.50% Senior Notes due 2017.”

      SECTION 1.02. OTHER TERMS OF THE NOTES.

     (a) Without limiting the foregoing provisions of this Article I, the terms of the Additional 9.50% Notes shall be substantially as set forth in the form of Note set forth in Exhibit A hereto and as provided in the Indenture, as supplemented by this Supplemental Indenture. The Additional 9.50% Notes shall initially be evidenced by a temporary Global Note (the “ Temporary Global Note ”) substantially in the form of Exhibit A hereto. The Additional 9.50% Notes shall have the same terms, including without

 


 

limitation, the same maturity date, interest rate, redemption and other provisions and interest payment dates as the Outstanding 9.50% Notes, and will be part of the same series as the Outstanding 9.50% Notes but the Additional 9.50% Notes will not be fungible for trading purposes with, and will initially bear different CUSIP and ISIN numbers than, the Outstanding 9.50% Notes. After the removal of the applicable restricted legends from the Outstanding 9.50% Notes and the Additional 9.50% Notes, the Outstanding 9.50% Notes that are Unrestricted Notes will be fungible for trading purposes with, and will bear the same CUSIP and ISIN numbers as, the Additional 9.50% Notes that are Unrestricted Notes. For all purposes under the Indenture, the term “Notes” shall include the Outstanding 9.50% Notes and the Additional 9.50% Notes.

     (b) The Additional 9.50% Notes shall be issued on August 20, 2009.

ARTICLE II
ADDITIONAL ISSUANCE OF ADDITIONAL 9.50% NOTES.

     Additional 9.50% Notes in the aggregate principal amount equal to $180,000,000 may, upon execution of this Supplemental Indenture, be executed by the Issuer and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available for delivery such Additional 9.50% Notes pursuant to Section 303 of the Indenture and Section 1.02 of this Supplemental Indenture.

ARTICLE III
MISCELLANEOUS.

      SECTION 3.01. AMENDMENT AND SUPPLEMENT.

     This Supplemental Indenture or the Additional 9.50% Notes may be amended or supplemented as provided for in the Indenture.

      SECTION 3.02. CONFLICTS.

     In the event of any conflict between this Supplemental Indenture and the Indenture, the provisions of this Supplemental Indenture shall prevail.

-2-


 

      SECTION 3.03. LEGENDS

     Each Global Note representing Additional 9.50% Notes shall bear the legends set forth in Section 2.03 of the Indenture.

      SECTION 3.04. GOVERNING LAW

     THE SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE ISSUER, THE NOTE GUARANTORS AND ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS, AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE NOTE GUARANTEES.

      SECTION 3.05. EXECUTION IN COUNTERPARTS

     The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts (including by facsimile or other electronic transmission), all of which together shall constitute one and the same agreement.

      SECTION 3.06. HEADINGS

     The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

[Signature pages follow.]

-3-


 

SIGNATURES

     IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

 

 

 

 

 

 

GRAPHIC PACKAGING INTERNATIONAL, INC.
 

 

 

By:  

/s/ Daniel J. Blount  

 

 

 

Name:  

Daniel J. Blount 

 

 

 

Title:  

Sr. Vice President & CFO 

 

 

 

GRAPHIC PACKAGING HOLDING COMPANY,
as Note Guarantor
 

 

 

By:  

/s/ Daniel J. Blount  

 

 

 

Name:  

Daniel J. Blount 

 

 

 

Title:  

Sr. Vice President & CFO 

 

 

 

GRAPHIC PACKAGING CORPORATION, as Note
Guarantor
 

 

 

By:  

/s/ Daniel J. Blount  

 

 

 

Name:  

Daniel J. Blount 

 

 

 

Title:  

Sr. Vice President & CFO 

 

 

 

BLUEGRASS CONTAINER CANADA HOLDINGS,
LLC, as Note Guarantor
 

 

 

By:  

/s/ Daniel J. Blount  

 

 

 

Name:  

Daniel J. Blount 

 

 

 

Title:  

Sr. Vice President & CFO 

 

S-1


 

 

 

 

 

 

 

 

 

 

 

 

 

BLUEGRASS FLEXIBLE PACKAGING COMPANY,
LLC, as Note Guarantor
 

 

 

By:  

/s/ Daniel J. Blount  

 

 

 

Name:  

Daniel J. Blount 

 

 

 

Title:  

Sr. Vice President & CFO 

 

 

 

BLUEGRASS LABELS COMPANY, LLC, as Note
Guarantor
 

 

 

By:  

/s/ Daniel J. Blount  

 

 

 

Name:  

Daniel J. Blount 

 

 

 

Title:  

Sr. Vice President & CFO 

 

 

 

BLUEGRASS MULTIWALL BAG COMPANY, LLC,
as Note Guarantor
 

 

 

By:  

/s/ Daniel J. Blount  

 

 

 

Name:  

Daniel J. Blount 

 

 

 

Title:  

Sr. Vice President & CFO 

 

 

 

FIELD CONTAINER QUERETARO (USA), L.L.C., as
Note Guarantor
 

 

 

By:  

/s/ Daniel J. Blount  

 

 

 

Name:  

Daniel J. Blount 

 

 

 

Title:  

Sr. Vice President & CFO 

 

 

 

HANDSCHY HOLDINGS, LLC, as Note Guarantor
 

 

 

By:  

/s/ Daniel J. Blount  

 

 

 

Name:  

Daniel J. Blount 

 

 

 

Title:  

Sr. Vice President & CFO 

 

S-2


 

 

 

 

 

 

 

 

 

 

 

 

 

HANDSCHY INDUSTRIES, LLC, as Note Guarantor
 

 

 

By:  

/s/ Daniel J. Blount  

 

 

 

Name:  

Daniel J. Blount 

 

 

 

Title:  

Sr. Vice President & CFO 

 

 

 

RIVERDALE INDUSTRIES, LLC, as Note Guarantor
 

 

 

By:  

/s/ Daniel J. Blount  

 

 

 

Name:  

Daniel J. Blount 

 

 

 

Title:  

Sr. Vice President & CFO 

 

 

 

U.S. BANK NATIONAL ASSOCIATION, as Trustee
 

 

 

By:  

/s/ Muriel Shaw  

 

 

 

Name:  

Muriel Shaw 

 

 

 

Title:  

Assistant Vice President 

 

 

S-3


 

EXHIBIT A

FORM OF TEMPORARY GLOBAL NOTE 1

(FACE OF NOTE)

GRAPHIC PACKAGING INTERNATIONAL, INC.

9.50% Senior Notes Due 2017

CUSIP No. [          ]

No.                    $

     Graphic Packaging International Inc., a corporation duly organized and existing under the laws of the State of Delaware (and its successors and assigns) (the “ Company ”), promises to pay to                           , or registered assigns, the principal sum of $                     ([                    ] United States Dollars) [(or such lesser or greater amount as shall be outstanding hereunder from time to time in accordance with Sections 312 and 313 of the Indenture referred to on the reverse hereof)] 2 (the “ Principal Amount ”) on June 15, 2017. The Company promises to pay interest semi-annually on June 15 and December 15 in each year, commencing December 15, 2009, at the rate of 9.50% per annum, until the Principal Amount is paid or made available for payment. Interest on this Note will accrue (or will be deemed to have accrued) from the most recent date to which interest on this Note has been paid or duly provided for or, if no such interest has been paid, from June 16, 2009. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not more than 15 days nor less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

     The Holder of this Note is entitled to the benefits of the Exchange Offer Registration Rights Agreement, dated August 20, 2009, among the Company, the initial purchasers named therein and the

 

1

 

Insert any applicable legends from Article 2 .

 

2

 

Include only if the Note is issued in global form.

A-1


 

Note Guarantors named therein (the “ Registration Rights Agreement ”) and will be entitled to the payment of Additional Interest under the circumstances provided therein.

     Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in The Borough of Manhattan, The City of New York; provided , however , that at the option of the Company payment of interes


 
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