CONSENT AND WAIVER AGREEMENT
This Consent and Waiver Agreement, dated as of January 23, 2020 (this Agreement), is made by and among Graphic Packaging International Partners, LLC (f/k/a Gazelle Newco LLC), a Delaware limited liability company (the Company), Graphic Packaging Holding Company, a Delaware corporation (Parent), GPI Holding III, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Parent (Gazelle Holdco and, together with the Company and Parent, the Parent Parties ), and International Paper Company, a New York corporation (IP and, together with the Parent Parties, the Parties). Capitalized terms used but not defined herein have the meanings given to such terms in the Exchange Agreement (as defined below).
WHEREAS, Parent, the Company, Gazelle Holdco and IP are party to the Exchange Agreement, dated January 1, 2018 (the Exchange Agreement);
WHEREAS, Gazelle Holdco and IP are members of the Company and together with Parent are party to the Amended and Restated Limited Liability Company Agreement of the Company, dated as of January 1, 2018 (the Operating Agreement);
WHEREAS, Parent, the Company, Gazelle Holdco and IP are party to the Tax Receivable Agreement, dated as of January 1, 2018 (the Tax Receivable Agreement);
WHEREAS, pursuant to the Exchange Agreement and as set forth in this Agreement, IP will deliver a Notice of Exchange to exchange a number of Common Units equal to (i) $250 million divided by (ii) the Agreed VWAP (as defined below) (rounded down to the nearest whole Common Unit) (the Units) in the Company;
WHEREAS, IP and the Parent Parties have entered into this Agreement to provide for the redemption of the Units (the Redemption).
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
(a) On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), IP shall sell and transfer to the Company, and the Company shall redeem from IP the Units. The price of each Unit shall be equal to the VWAP for the Common Stock for the ten consecutive Trading Days immediately prior to delivery of the Notice of Exchange (the Calculation Period) calculated in accordance with Section 1.1(b) below (the Agreed VWAP).