0000950123-10-100666 Sample Contracts

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT OF GRAPHIC PACKAGING HOLDING COMPANY
Registration Rights Agreement • November 4th, 2010 • Graphic Packaging Holding Co • Paperboard containers & boxes • Delaware

This First Amendment dated as of July 1, 2010 (this “Amendment”) to the Registration Rights Agreement (the “Registration Rights Agreement”) dated as of July 9, 2007, by and among Graphic Packaging Holding Company (f/k/a New Giant Corporation), a Delaware corporation (the “Company”), the persons listed on the signature pages thereto as a Family Stockholder, the persons listed on Schedule I thereto as the Astros Stockholders, Clayton, Dubilier & Rice Fund V Limited Partnership, Old Town S.A., TPG Bluegrass IV, L.P., TPG Bluegrass IV, Inc., TPG Bluegrass IV — AIV 2, L.P., TPG Bluegrass V, L.P., TPG Bluegrass V, Inc., TPG Bluegrass V — AIV 2, L.P., BCH Management, LLC, TPG FOF V — A, L.P. and TPG FOF V — B, L.P. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Registration Rights Agreement.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 4th, 2010 • Graphic Packaging Holding Co • Paperboard containers & boxes • Delaware

This Indemnification Agreement (this “Agreement”) is made as of this ___ day of ____________, 2010, by and among Graphic Packaging Holding Company, a Delaware corporation (the “Company”), Graphic Packaging Corporation, a Delaware corporation (“GPC”), Graphic Packaging International, Inc., a Delaware corporation (“GPI,” and together with the Company and GPC, the “Indemnitors”), and _____________ (the “Indemnitee”).

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FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT OF GRAPHIC PACKAGING HOLDING COMPANY
Stockholders Agreement • November 4th, 2010 • Graphic Packaging Holding Co • Paperboard containers & boxes • Delaware

This First Amendment dated as of July 1, 2010 (this “Amendment”) to the Stockholders Agreement (the “Stockholders Agreement”) dated as of July 9, 2007, by and among Graphic Packaging Holding Company (f/k/a New Giant Corporation), a Delaware corporation (the “Company”), the persons listed on the signature pages thereto as a Family Stockholder, Clayton, Dubilier & Rice Fund V Limited Partnership, Old Town S.A., Field Holdings, Inc., TPG Bluegrass IV, L.P., TPG Bluegrass IV, Inc., TPG Bluegrass IV – AIV 2, L.P., TPG Bluegrass V, L.P., TPG Bluegrass V, Inc., TPG Bluegrass V – AIV 2, L.P., TPG FOF V – A, L.P. and TPG FOF V – B, L.P. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Stockholders Agreement.

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