BCH Uses in Amendment to Definition of Acquiring Person Clause

Amendment to Definition of Acquiring Person from Amendment to Rights Agreement

THIS AMENDMENT (the Rights Amendment) is entered into as of the 9th day of July 2007, by and between Graphic Packaging Corporation, a Delaware corporation (f/k/a Riverwood Holding, Inc.) (the Corporation), and Wells Fargo Bank, National Association (f/k/a Wells Fargo Bank Minnesota, National Association), as Rights Agent (the Rights Agent), in order to amend the terms of that certain Rights Agreement dated as of August 7, 2003, by and between the Corporation and the Rights Agent (the Rights Agreement).

Amendment to Definition of Acquiring Person. Section 1(a) of the Rights Agreement is hereby amended by inserting the following subclause (vi) at the end of Section 1(a): (vi) Notwithstanding anything in this Agreement to the contrary, none of the BCH Parties, their Subsidiaries, Affiliates or Associates, including Newco or Merger Sub, is, nor shall any of them be deemed to be, an Acquiring Person solely by reason of (A) the approval, amendment, adoption, execution, delivery or performance of the Transaction Agreement, (B) the approval or consummation of the Merger or the Exchange, (C) the approval or consummation of any other transaction contemplated by the Transaction Agreement, (D) the approval, amendment, adoption, execution, delivery or performance of the Voting Agreement or (E) the announcement of any of the foregoing, it being the purpose of the Corporation in adopting this amendment to the Agreement that neither the execution of the Transaction Agreement or Voting Agreement by any of the parties nor the consummation of the transactions contemplated thereby shall in any respect give rise to any provisions of the Agreement becoming effective. Each event described in this subclause (vi) is referred to herein as an Exempted Transaction.

Amendment to Definition of Acquiring Person from Amendment to Rights Agreement

THIS AMENDMENT (the Rights Amendment) is entered into as of the 9th day of July 2007, by and between Graphic Packaging Corporation, a Delaware corporation (f/k/a Riverwood Holding, Inc.) (the Corporation), and Wells Fargo Bank, National Association (f/k/a Wells Fargo Bank Minnesota, National Association), as Rights Agent (the Rights Agent), in order to amend the terms of that certain Rights Agreement dated as of August 7, 2003, by and between the Corporation and the Rights Agent (the Rights Agreement).

Amendment to Definition of Acquiring Person. Section 1(a) of the Rights Agreement is hereby amended by inserting the following subclause (vi) at the end of Section 1(a): (vi) Notwithstanding anything in this Agreement to the contrary, none of the BCH Parties, their Subsidiaries, Affiliates or Associates, including Newco or Merger Sub, is, nor shall any of them be deemed to be, an Acquiring Person solely by reason of (A) the approval, amendment, adoption, execution, delivery or performance of the Transaction Agreement, (B) the approval or consummation of the Merger or the Exchange, (C) the approval or consummation of any other transaction contemplated by the Transaction Agreement, (D) the approval, amendment, adoption, execution, delivery or performance of the Voting Agreement or (E) the announcement of any of the foregoing, it being the purpose of the Corporation in adopting this amendment to the Agreement that neither the execution of the Transaction Agreement or Voting Agreement by any of the parties nor the consummation of the transactions contemplated thereby shall in any respect give rise to any provisions of the Agreement becoming effective. Each event described in this subclause (vi) is referred to herein as an Exempted Transaction.