FIFTH SUPPLEMENTAL INDENTURE, dated as of August 28, 2020 (this Supplemental Indenture), among Graphic Packaging International, LLC, a limited liability company organized under the laws of the State of Delaware (the Company), Graphic Packaging International Partners, LLC, a limited liability company organized under the laws of the State of Delaware, and the other Guarantors party hereto, as 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 to the Indenture, dated as of November 6, 2014, between Graphic Packaging International, Inc., a Delaware corporation, and predecessor-in-interest to the Company, the Guarantors party thereto and the Trustee (the Base Indenture and, as supplemented by this Fifth Supplemental Indenture, the Indenture), which Base Indenture has been supplemented prior to the date hereof by the First Supplemental Indenture dated as of November 6, 2014, the Second Supplemental Indenture, dated as of August 11, 2016, the Supplemental Indenture dated as of October 23, 2017 (in connection with the Existing Senior Notes due 2022), the Supplemental Indenture dated as of October 23, 2017 (in connection with the Existing Senior Notes due 2024), the Third Supplemental Indenture, dated as of June 25, 2019 and the Fourth Supplemental Indenture, dated as of March 6, 2020.
RECITALS OF THE COMPANY AND GUARANTORS
WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered the Base Indenture, providing for the issuance from time to time of the Companys debentures, notes or other evidences of indebtedness (herein called the Securities), to be issued in one or more series.
WHEREAS, Sections 3.01 and 9.01(5) of the Base Indenture permits the Company, the Guarantors and the Trustee to supplement the Base Indenture to, among other things, provide for the issuance of new series of notes or other evidence of indebtedness and to establish the form and terms of any series of Securities;
WHEREAS, the Company desires to provide for the establishment of a new series of Securities in an initial aggregate principal amount of $350.0 million to be designated the 3.500% Senior Notes due 2029 (hereinafter called the Initial Notes) under the Indenture, the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Indenture;
WHEREAS, from time to time subsequent to the date hereof, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the Additional Notes and, together with the Initial Notes, the Notes), pursuant to this Supplemental Indenture;
WHEREAS, all things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company and the Guarantors, in accordance with its terms, have been done.
NOW, THEREFORE, for and in consideration of the foregoing and the purchase of the Notes established by this Supplemental Indenture by the Holders (as defined below) thereof, it is mutually agreed, for the equal and proportionate benefit of all such Holders, as follows: