Exhibit 4.1
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and
effective as of the last date set forth on the signature pages hereto (the “Amendment
Date”) between Graphic Packaging Holding Company (f/k/a New Giant Corporation) (the
“Company”), and Clayton Dubilier & Rice Fund V Limited Partnership (the “CDR
Fund”), Jeffrey H. Coors (the “Family Representative”), Old Town S.A. (as successor in
interest to EXOR Group S.A.) ( “Old Town”), TPG Bluegrass IV-AIV 1, L.P., TPG Bluegrass
IV-AIV 2, L.P., TPG Bluegrass V-AIV 1, L.P., TPG Bluegrass V-AIV 2, L.P., TPG FOF V-A, L.P. and TPG
FOF V-B, L.P. (collectively, the “TPG Entities” and together with the Company, the CDR
Fund, the Family Representative, and Old Town, the “Parties”).
WHEREAS, the Company, the CDR Fund, Old Town and the TPG Entities, along with certain other
holders of the common stock, par value $0.01 per share of the Company, entered into that certain
Registration Rights Agreement, dated July 9, 2007 (the “Agreement”);
WHEREAS, the Parties wish to amend the Agreement, pursuant to Section 3.2 thereof, as set
forth herein;
NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this
Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby consent to the amendment of the Agreement as follows:
1. Amendments
(a) The definition of “Registrable Securities” contained in Section 1.1 of the Agreement is
hereby amended by deleting such definition in its entirety and replacing it with the following:
“Registrable Securities” means (a) all shares of Common Stock issued by the
Company to the Family Stockholders, Field Holdings, Inc., the CDR Fund, Old Town and TPG
Entities in connection with the Transactions, (b) all other shares of Common Stock that
constituted and continue to constitute “Registrable Securities” as such term was defined
under the Original Registration Rights Agreement or the Current Registration Rights
Agreement, and (c) any securities issued or issuable with respect to any Common Stock
referred to in the foregoing clauses (i) upon any conversion or exchange thereof, (ii) by
way of stock dividend or other distribution, stock split or reverse stock split, (iii) in
connection with a combination of shares, recapitalization, merger, consolidation or other
reorganization or (iv) otherwise. As to any particular Registrable Securities, once issued,
such securities shall cease to be Registrable Securities when (A) a registration statement
(other than a Special Registration pursuant to which such securities were issued by the
Company) with respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of in accordance with such
registration statement, (B) such securities shall have been distributed to the public in
reliance upon Rule 144, (C) subject to the provisions of the third sentence of
Section 3.1(a), such securities shall be eligible for sale to the public pursuant to Rule
144(b)(1), , any stop transfer restrictions cancelled and subsequent disposition of such
securities shall not require registration or qualification of such securities under the
Securities Act or any similar state law then in force, or (D) such securities shall have
ceased to be outstanding.
(b) Section 3.1(a) of the Agreement is hereby amended by deleting such section in its entirety
and replacing it with the following:
(a) If the Company shall have filed a registration statement pursuant to Section 12 of the
Exchange Act or a registration statement pursuant to the Securities Act relating to any
class of equity securities (other than a registration statement pursuant to a Special
Registration), the Company will file the reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by the Securities
and Exchange Commission thereunder (or, if the Company is not required to file such reports,
it will, upon the request of any holder of Registrable Securities, make publicly available
such information as necessary to permit sales pursuant to Rule 144), and will take such
further action as any holder of Registrable Securities may reasonably request, all to the
extent required from time to time to enable such holder to sell shares of Registrable
Securities without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144. Upon the request of a holder, the Company will deliver to
such holder a written statement as to whether the Company has complied with such
requirements. The Company will be under no obligation to issue new certificates for shares
of Registrable Securities without a legend restricting further transfer unless (i) such
shares have been sold to the public pursuant to an effective registration statement under
the Securities Act (other than Form S-8 if the holder of such Registrable Securities is an
Affiliate) or Rule 144, (ii) (A) the holder of such shares is not an Affiliate of the
Company and (B) a period of one year has elapsed since the later of the date such shares
were acquired from the Company or an affiliate of the Company or (ii) (x) otherwise
permitted under the Securities Act and (y) (A) the holder of such shares shall have
delivered to the Company an opinion of counsel, which opinion and counsel shall be
reasonably satisfactory to the Company, to such effect and (B) the holder of such shares
expressly requests the issuance of such certificates in writing.
2. Miscellaneous
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(a) |
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The Agreement is modified only to the extent specifically set forth in this Amendment.
All other binding paragraphs, provisions and clauses in the Agreement not modified by this
Amendment shall remain in full force and effect as originally written. Any capitalized
term used in this Amendment, which is not defined herein, shall have the meaning as defined
in the Agreement. |
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(b) |
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In the event of inconsistencies between the terms and conditions of this Amendment and
those of the Agreement, the terms and conditions of this Amendment shall control. |
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