GRAPHIC PACKAGING INTERNATIONAL,
INC.
GRAPHIC PACKAGING HOLDING
COMPANY,
GRAPHIC PACKAGING CORPORATION
and the other Note Guarantors from time to time parties hereto,
as Note Guarantors
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.
In the event of
any conflict between this Supplemental Indenture and the Indenture,
the provisions of this Supplemental Indenture shall
prevail.
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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.
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-
IN WITNESS
WHEREOF, the parties have caused this Supplemental Indenture to be
duly executed, all as of the date first above written.
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GRAPHIC
PACKAGING INTERNATIONAL, INC.
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By:
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/s/ Daniel J.
Blount
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Name:
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Daniel J.
Blount
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Title:
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Sr. Vice
President & CFO
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GRAPHIC
PACKAGING HOLDING COMPANY,
as Note Guarantor
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By:
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/s/ Daniel J.
Blount
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Name:
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Daniel J.
Blount
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Title:
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Sr. Vice
President & CFO
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GRAPHIC
PACKAGING CORPORATION, as Note
Guarantor
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By:
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/s/ Daniel J.
Blount
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Name:
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Daniel J.
Blount
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Title:
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Sr. Vice
President & CFO
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BLUEGRASS
CONTAINER CANADA HOLDINGS,
LLC, as Note Guarantor
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By:
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/s/ Daniel J.
Blount
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Name:
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Daniel J.
Blount
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Title:
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Sr. Vice
President & CFO
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S-1
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BLUEGRASS
FLEXIBLE PACKAGING COMPANY,
LLC, as Note Guarantor
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By:
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/s/ Daniel J.
Blount
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Name:
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Daniel J.
Blount
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Title:
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Sr. Vice
President & CFO
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BLUEGRASS
LABELS COMPANY, LLC, as Note
Guarantor
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By:
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/s/ Daniel J.
Blount
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Name:
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Daniel J.
Blount
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Title:
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Sr. Vice
President & CFO
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BLUEGRASS
MULTIWALL BAG COMPANY, LLC,
as Note Guarantor
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By:
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/s/ Daniel J.
Blount
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Name:
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Daniel J.
Blount
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Title:
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Sr. Vice
President & CFO
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FIELD CONTAINER
QUERETARO (USA), L.L.C., as
Note Guarantor
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By:
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/s/ Daniel J.
Blount
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Name:
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Daniel J.
Blount
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Title:
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Sr. Vice
President & CFO
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HANDSCHY
HOLDINGS, LLC, as Note Guarantor
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By:
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/s/ Daniel J.
Blount
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Name:
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Daniel J.
Blount
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Title:
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Sr. Vice
President & CFO
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S-2
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HANDSCHY
INDUSTRIES, LLC, as Note Guarantor
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By:
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/s/ Daniel J.
Blount
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Name:
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Daniel J.
Blount
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Title:
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Sr. Vice
President & CFO
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RIVERDALE
INDUSTRIES, LLC, as Note Guarantor
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By:
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/s/ Daniel J.
Blount
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Name:
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Daniel J.
Blount
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Title:
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Sr. Vice
President & CFO
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U.S. BANK
NATIONAL ASSOCIATION, as Trustee
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By:
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/s/ Muriel Shaw
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Name:
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Muriel
Shaw
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Title:
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Assistant Vice
President
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S-3
FORM OF TEMPORARY GLOBAL
NOTE 1
GRAPHIC PACKAGING INTERNATIONAL,
INC.
9.50% Senior Notes Due
2017
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
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1
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Insert any
applicable legends from Article 2 .
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2
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Include only if
the Note is issued in global form.
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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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