0001104659-03-018172 Sample Contracts

GRAPHIC PACKAGING INTERNATIONAL, INC. and GRAPHIC PACKAGING CORPORATION, and GPI HOLDING, INC. and the other Note Guarantors from time to time parties hereto, as Note Guarantors and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION as Trustee

Indenture • August 13th, 2003 • Graphic Packaging Corp • Paperboard mills • New York

• Contract Type
  Indenture
• Filed
  August 13th, 2003
• Company
  Graphic Packaging Corp
• Industry
  Paperboard mills
• Jurisdiction
  New York

INDENTURE, dated as of August 8, 2003 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among Graphic Packaging International, Inc., a corporation organized under the laws of the state of Delaware, as issuer, Graphic Packaging Corporation, a corporation organized under the laws of Delaware, and GPI Holding, Inc., a corporation organized under the laws of Colorado, as Note Guarantors; and Wells Fargo Bank Minnesota, National Association, a national banking association, as Trustee.

Graphic Packaging International, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors listed on the signature pages hereof Exchange and Registration Rights Agreement

Graphic Packaging Corp • August 13th, 2003 • Paperboard mills • New York

• Company
  Graphic Packaging Corp
• Filed
  August 13th, 2003
• Industry
  Paperboard mills
• Jurisdiction
  New York

Banc of America Securities LLC, As representatives of the several Purchasers named in Schedule I to the Purchase Agreement

RIGHTS AGREEMENT Dated as of August 7, 2003

Rights Agreement • August 13th, 2003 • Graphic Packaging Corp • Paperboard mills • Delaware

• Contract Type
  Rights Agreement
• Filed
  August 13th, 2003
• Company
  Graphic Packaging Corp
• Industry
  Paperboard mills
• Jurisdiction
  Delaware

This Rights Agreement, dated as of August 7, 2003 (the “Agreement”), between Riverwood Holding, Inc., to be renamed Graphic Packaging Corporation, a Delaware corporation (the “Corporation”), and Wells Fargo Bank Minnesota, National Association, a national banking association (the “Rights Agent”),

GUARANTEE AND COLLATERAL AGREEMENT made by GRAPHIC PACKAGING CORPORATION RIVERWOOD ACQUISITION SUB LLC GPI HOLDING, INC. GRAPHIC PACKAGING INTERNATIONAL, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK as Administrative Agent...

Guarantee and Collateral Agreement • August 13th, 2003 • Graphic Packaging Corp • Paperboard mills • New York

• Contract Type
  Guarantee and Collateral Agreement
• Filed
  August 13th, 2003
• Company
  Graphic Packaging Corp
• Industry
  Paperboard mills
• Jurisdiction
  New York

GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 8, 2003, made by GRAPHIC PACKAGING CORPORATION, a Delaware corporation (“Holding”), RIVERWOOD ACQUISITION SUB LLC, a Delaware limited liability company and a wholly owned subsidiary of Holding (“Merger Sub”), GPI HOLDING, INC., a Colorado corporation (“GPI Holding”), GRAPHIC PACKAGING INTERNATIONAL, INC., a Delaware Corporation and a wholly owned subsidiary of GPI Holding (the “Borrower”), and certain other Subsidiaries of the Borrower that are signatories hereto, in favor of JPMORGAN CHASE BANK, as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement, dated as of August 8, 2003 (as amended, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing all or