KNOW ALL MEN BY THESE PRESENTS, that the undersigned, PEROT SYSTEMS CORPORATION,    a Delaware corporation    ("Assignor"), for and in consideration of the payment of such good and valuable consideration, including the assumption of the debts, liabilities and obligations of Assignor under the contract referenced on Exhibit A (the "Contract") by DELL MARKETING L.P., a Texas limited partnership ("Assignee"), the receipt and adequacy of which consideration are hereby acknowledged, does hereby assign, transfer, grant, bargain, sell and deliver to Assignee, its successors and assigns, the Contract, including all of its rights and privileges thereunder, to and for their own use and benefit forever.

SECOND AMENDMENT

IN WITNESS WHEREOF, this Assignment and Assumption Agreement is

executed as of August 1, 2012 .

ASSIGNOR:    ASSIGNEE:

PEROT SYSTEMS CORPORATION    DELL MARKETING L.P.

By:        _    By:        _

----------------------

Title:        Title:     

Graphic Packaging lntemational, Inc. hereby consents to the assignment of the

Contract from Assignor to Assignee as described herein.

This consent will not amend the terms of the Contract in any manner and, except for the consent set forth below, will not result in the waiver of any ofthe parties' rights or obligations thereunder.

GRAPHIC PACKAGING INTERNATIONAL, INC.

Name: ZJa..v,p( /A/ . ..St-4"' 'il/e_

Title:    .>-;:/,.,.) f_...Ct.:- 0

LEGA1.02 /33539708v3

·oefinit'ions

(f) "technical and organisational security measures" means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

1    Schedule 10.9

U)    that it will ensure compliance with Clause 4(a) to (i).

(ii) any accidental or unauthorised access; and

successor entity has assumed the entire legal obligations of the data exporter by contract or by

4    Schedule 10.9

5    Schedule 10.9

6    Schedule 10.9

SECOND AMENDMENT EXECUTION COPY

On behalf of the data exporter :

Name (written out in full) :

Position :    

Address :

fort e contract to be binding (if any)

(stamp of organisation)

On behalf of the data importer: Name (written out in full) :

Other information necessary in order for the contract to be binding (if any):

Signature ... ............ ...............................

(stamp of organisation)

•Beneficiaries, parents and guardians. Categories of data

9    Schedule 10.9

EXEClJTION Corv

12    Schedule 10.9

1.Term of Agreement. Section 1.2 (Term) of the Agreement is deleted m its entirety and replaced with the following:

2.Extension. Section 1.3(b) of the Agreement is deleted in its entirety and replaced with the following:

1.Procedures Manual. Dell will update the Procedures Manual as appropriate to ensure the policies and procedures as set out in the Procedures Manual are accurate and complete in accordance with Section 3.3 (Procedures Manual) of the Agreement on and after the Amendment Date, and deliver the updated Procedures Manual to GPI within ninety (90) days after the Amendment Date. The updated Procedures Manual will be subject to the written approval of GPI and Dell pursuant to the Contract Change Control Procedures.

1.Section 4.2(a) (Monthly Invoice) is deleted in its entirety and replaced with the following:

(a) Monthly Invoice. Not before the fifteenth (151h) calendar day of each calendar month (the "Base Month"), Dell will provide GPI with an invoice (the "Monthly Invoice") setting forth the following: (i) the Monthly Service Charges for the Designated Services to be provided by Dell during that Base Month; and (ii) Adjustments to the Charges relating to Designated Services performed during the month prior to the Base Month (e.g., if the Base Month is April, the Adjustments will be made to Charges for Designated Services performed in March). Together with each Monthly Invoice, Dell will deliver to GPI such reports as are necessary for GPI to understand, evaluate and independently calculate the Adjustments reflected in the Monthly Invoice and to track its intemal use of the Designated Services for charge­ back purposes. Subject to Section 4.3 (Disputed Invoices), GPI will pay all amounts on the Monthly Invoice within sixty (60) days after receipt, by means of a wire transfer or other electronic means reasonably acceptable to Dell. Interest will accrue on unpaid undisputed invoiced Charges, and on unpaid disputed invoiced Charges that are in excess of the Disputed Charges Limitation, at the rate of one percent (I%) per month, commencing on the first day after such Charges were due.

GP//De/1 Confidential    2

3.Benchmarking.    Section 5.1(a) of the Agreement is deleted in its entirety and replaced with the following:

(a)GPI may, beginning in the 12'h month following the Second Amendment Effective Date, measure the Charges under this Agreement as compared to other organizations receiving similar services (a "Benchmark"). At the option of GPI, for each Benchmark, GPI may Benchmark (a) all Designated Services or (b) the Designated Services under one or more Service Towers (the "Benchmarked Services"). GPI may not perform a Benchmark more frequently than twice during the Term. Furthennore, GPI may not Benchmark a New Service during the first twelve

4.Technology Plan. Section 8.l(b) (Technology Plan) of the Agreement is deleted in its entirety and replaced with the following:

(b)Technology Plan. GPI and Dell will jointly prepare a technology plan that addresses GPI's service and technology requirements (the "Technology Plan"). The Technology Plan will include, among other things (i) a comprehensive assessment and strategic analysis of the Designated Services, (ii) an analysis of the Software and Equipment then utilized in connection with the Designated Services and whether modifications are necessary, and (iii) perfonnance discussion of Key Personnel. The Technology Plan will also include a three (3) year roadmap setting direction and planning for the Designated Services and the teclmologies used by Dell therein (including all Equipment and Software used therein), taking into account GPI's business priorities and strategies, and competitive market forces. At each Semi-Annual Technology Review Meeting, the Parties will update the Technology Plan. Such updates should include specific information regarding requirements, upcoming Projects and such other infonnation that the Pmties believe should be included in short-term plmming. At the second Semi-Annual Technology Review Meeting for a Contract Year, the Parties will review the Technology Plan and update, as appropriate, the three (3) year technology roadmap. The Parties agree that they will use reasonable commercial efforts to use the resources theretofore allocated to the GPI account to accommodate any change to the Technology Plan, and that Dell will attempt to mitigate increases, if any, to the Charges to accommodate such change. Notwithstanding the foregoing and except as set forth in Section 8.1(c) (Changes to Technology Plan) the Parties will agree at the Semi-Annual Technology Review Meetings, upon any increased Charges for a change to the Technology Plan,

GPI/Dell Confidential    3

10.9 Data Transfet· Agreement. On or about the Second Amendment Effective Date, Dell as the data processor and GPI as the data controller will execute and deliver, as an addendum to this Agreement, the standard contractual clauses for international transfers of personal data that are included within European Commission Decision 2010/87/EU, in the fonn attached as Schedule 10.9 (Data Transfer Agreement). For the purposes of this Section 10.9 and Section 13.1(a), "personal data", "process/processing", "controller", and "processor" shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

1.Data.    Section 13.1(a) of the Agreement is deleted in its entirety and replaced with the following:

(a)Ownership and Use of Data. As between Dell and GPI, GPI Data is the exclusive property of GPI. Dell will use the GPI Data only in connection with providing the Designated Services and conducting necessary testing pursuant to this Agreement, all in accordance with Dell's obligations under this Agreement. GPI has and will have the right to transfer to Dell such GPI Data that GPI transfers to Dell that constitutes personal data. Dell has and will have the right to transfer to GPI the personal data that Dell transfers to GPI hereunder or that Dell otherwise requires to transfer to GPI to administer lawful business processing by Dell, except to the extent such personal data is GPI Data covered by GPI instructions. Except as otherwise expressly agreed in writing, Dell will not, and will not attempt to, sell, license, provide, disclose, use, pledge, hypothecate and/or in any other way transfer the GPI Data. All such attempts by Dell will be void, without legal effect and deemed a material breach of this Agreement. All access to GPI Data will be subject to the Confidentiality provisions set forth in Section 13.2 (Confidentiality).

2.Disentanglement Services. Section 15.12(a) of the Agreement is deleted in its entirety and replaced with the following:

(a)For a period specified by GPI in its discretion, commencing on the date designated by GPI, which may be no earlier than the first to occur of (i) the date on which GPI provides notice of termination, or (ii) ninety (90) days prior to the applicable date of expiration, and ending no later than twenty-four (24) months

GPI/Dell Co!fidential    4

I 0.    Export Controls. Section 10.4(b) of the Agreement is deleted in its entirety and replaced with the following:

(b) Each Party agrees to comply with (i) all United States expmtlaws and regulations issued by any U.S. Governmental Authority that govem the export or reexport of Software, hardware or technology provided hereunder (the "Products") and any of the Designated Services, including without limitation the U.S. Export Administration Regulations, the International Traffic in Arms Regulations ("ITAR") and any regulations administered by the Depm1ment of the Treasury's Office of Foreign Assets Control, and (ii) any applicable Laws and regulations of countries other than the United States that govern the importation, use, export or reexport of the Products and Designated Services. Each Party further agrees (a) to obtain appropriate export authorizations, consents or licenses that may apply to such Party's export of any Products or Designated Services, and (b) to comply with any conditions that are contained in any export licenses pertaining to the Products upon notice of such conditions by the other Pmty. Without limiting the generality of the foregoing, neither Party will export or reexport, directly or indirectly, any of the Products or Designated Services to Cuba, Iran, Libya, Syria, Sudan or Nmth Korea. Each Party agrees to comply with any reporting requirements that may apply to the export or reexpm1 of the Products and Designated Services and to provide to the other Party or the appropriate Govemmental Authority any periodic reports containing such information as may be required under applicable Law. Dell further agrees to provide GPI with Notice of any federal, state, or local U.S. taxes or tariffs that may apply to import, export or reexport of any Products or Designated Services, and, either GPI will pay such taxes or tariffs or, at the request of GPI, Dell will pay any such taxes or tariffs and GPI will promptly reimburse Dell for the amount so paid by Dell. Notwithstanding the foregoing, the Parties do not anticipate the need to disclose technical data that is subject to ITAR. Accordingly, each Party agrees that it will shall not provide any !TAR-controlled information to the other Party unless (I) the disclosing Pmty provides prior Notice to the receiving Party specifically identifying the type of ITAR-controlled information to be disclosed and the purpose for the disclosure, and (2) the receiving Party, upon receipt of the requisite Notice, gives its Notice to the disclosing Party of its consent to receive the !TAR-controlled information.

GPJ/De/1 Coi!fidential    5

I.SSAE 16 Reviews. Section 14.9 (SAS 70 Reviews) of the Agreement is deleted in its entirety, re-titled "SSAE 16 Reviews" and replaced with the following:

(a)Dell will cause its independent auditor to perform no fewer than one

Dell will provide GPI with SOC! reports from the SOC! Reviews (each, a "SOC! Report") within thirty (30) days of receipt of the SOC I Reports from the independent auditor on approximately November I of each year. The audit period covered by the SOC 1 Reports is January I to September 30 of each year.

(b)Prior to initiating the SOC! Review in subsection (a), Dell will Notify GPI if the scope of the upcoming review differs, in any material respect, from the scope of the prior year's SOC! Review. GPI may request that Dell modify the scope of the SOC! Review such that GPI can reasonably rely upon the SOC! Review as evidence (assnming a favorable result from such review) that Dell's internal controls are effective in order that GPI and the GPI Auditors can make their necessary or required attestations, certifications or other statements that GPI's internal controls over its financial repmiing are adequate in accordance with Section 404 of Sarbanes Oxley ("Section 404"). Dell will consider GPI's request, and if practicable Dell will incmporate any such scope modifications; provided that it will not be deemed practical for Dell to implement such scope changes if doing so would cause Dell to incur additional costs or would have a negative impact on its other customers in the applicable data center. If Dell does not incorporate such modifications in accordance with the previous sentence, or if after GPI receives the SOC! Report and determines that an additional audit is necessary for it to meet its control requirements, then Dell, at the request of GPI, will request its independent auditor performing the SOC! Review in subsection (a) to coordinate with GPI and its auditors to perfonn a supplementary audit to Dell's SOC! Review that includes GPI's requested modifications. Any incremental costs related to the supplemental audit will be bome by GPI.

(c)Dell will cause its subcontractors who control a data center from which Designated Services are being performed to perfom1 SOC I Reviews that Complement the SOC! Reviews perfom1ed pursuant to this Agreement. If Dell is unable to cause its subcontractors to perform SOC! Reviews, then Dell will perform audits of the internal controls of its subcontractors that perform the Designated Services to ensure that such internal controls complement the internal controls of Dell. For purposes of this Section 14.9(c), "Complement" means that the internal controls of the subcontractors, when taken in combination with the internal controls of Dell represents the entire control environment applicable to the Service Location that is the subject of the SOC! Review.

(d)During the period in which Dell's independent auditor is conducting the SOC! Review, Dell will provide GPI periodic updates on the status of the review,

GP!!Dell COJ (ldential    6

(e)Upon completion of each SOC! Review, Dell will provide GPI the SOC! Report within the time frames set forth in subsection (a). If the Dell independent auditor conducting the SOC I Repmt concludes that any control issue has not been met in the SOC1 Report (i.e., the SOC! Report auditor opinion is qualified for failure to achieve a control objective relating to the Designated Services) (a "Control Deficiency") and to the extent that such Control Deficiency relates to the Designated Services and Dell has reasonable control over such Control Deficiency, then Dell's failure to promptly remedy the Control Deficiency will be deemed a material breach of this Agreement. Dell shall provide GPI with a written plan for remediating all Control Deficiencies promptly upon discovery, including the remediation activities to be taken by Dell and the target date for the completion of such remediation activities; and shall remediate all Control Deticiencies as promptly as is reasonably possible.

1.Representations, Wan·anties and Additional Covenants.

1.Organization and Qualification.    Section    16.1(a) (Organization and Qualification) of the Agreement is deleted in its entirety and replaced with the following:

2.Non-Solicitation.    Section 16.1(j) (Non-Solicitation) and Section 16.2(f) (Non-Solicitation) of the Agreement each are deleted in their entirety and retitled "Reserved." and a new Section 21.13 (Non-Solicitation), which reads as follows, is added to the Agreement:

GPJ/Dell Col!f/dential    7

1.Property Indemnification by Dell.    Section 17.I (a) (Injury and Propetiy Indemnification by Dell) is deleted in its entirety and replaced by the following:

Injury and Property Indemnification by Dell. Dell will indemnify, defend and hold the GPl lndemnitees harmless from and against all Losses for bodily injury (including death) and damage to real and tangible personal property (other than GPI Data or information) arising out of or resulting from tortious conduct of Dell or any employee, agent or subcontractor of Dell, including the negligent failure of such an employee, agent, or subcontractor to comply with any security requirements and other rules and regulations established by GPI applicable to all similarly situated employees of GPI.

The Damages Limitation is not applicable to: (!) amounts due and payable under this Agreement for Designated Services, Milestone Credits, Service Level Credits, procurement pass-throughs and reimbursements, similar charges, and interest thereon; (2) Losses subject to an indemnification obligation under Sections 17.l(a) (Injury and Propetiy Indemnification by Perot Systems), 17.l(b) (Intellectual Propetiy Indemnification By Perot Systems), 17.l(d) (Data Loss) to the extent the Data Loss Event was caused by Perot Systems' Gross Negligence or willful misconduct, 17.l(g) (Failure to Comply with Regulatory Requirements), 17.l(h) (faxes), 17.1(i) (Obligations to Subcontractors), 17.2(a) (Injury and Property Indemnification by GPI), 17.2(b) (Intellectual Property Indemnification by GPI),17 .2(d) (Failure to Comply with Regulatory Requirements), or 17.2(g) (Taxes); (3) damages resulting from, arising out of or relating to the willful misconduct of a Party; (4) damages resulting from the wrongful termination of this Agreement; (5) Section 19.3 (Property Damage); and (6) damages resulting from the wrongful refusal by Perot Systems to fulfill its Termination Assistance obligations.

3.Property Damage. Section 19.3 (Property Damage) of the Agreement is deleted in its entirety and replaced by the following:

Property Damage. Each Pmiy shall be liable to the other Pmiy, subject to Article XVIII, on direct claims by the other Party for damage to the other Party's real and tangible personal propetiy (other than GPI Data, data owned by Dell, or information) arising from the tortious conduct of the liable Pmiy or its respective employees, agents or subcontractors; provided, that the liable Party's liability shall be secondary to any insurance of the other Party.

GPJ/Dell Confidential    8

3.Notices. The Parties' addresses and designees for notification purposes as specified in Section 21.8(a) of the Agreement are revised as follows. Notice to GPI either by fax or by electronic mail will no longer be effective as of January 1, 2013.

Attn: Kevin Jones, Vice President, Intl-astructure and Cloud Computing E-mail Address: KM Jones@dell.com

GPJ/De/1 Confidential    9

Attn: Thomas D. Williams, Vice President- Legal E-mail Address: Del Williams@dell.com Facsimile Number: (972) 577-6085

4.Equipment Refresh. Section 16 of the First Amendment to Master Services Agreement is deleted in its entirety and retitled "Reserved." Section 8.3(a) and Section 8.3(a)(i) of the Agreement are deleted in their entirety and replaced with the following:

(a)    Refreshes.    Dell will implement the refresh of Equipment    111

5.Taxes. The Parties agree to negotiate in good faith the tenns of (i) local country agreements pursuant to Section 1.1(a) of the Agreement to allocate responsibility for any taxes that may arise in Canada and Mexico due to certain Service Recipients' receipt of Designated Services in those countries, consistent with the allocation of responsibility for Taxes stated in Article VI (Taxes), and (ii) modifications to the Parties' respective tax indemnities contained in Section 17.1(h) (Taxes) and 17.2(g) (Taxes) to reflect such agreed allocation of responsibility. No Party shall be indemnified under Section 17.l(h) (Taxes) or 17.2(g)

6.Assignment and Assumption of Master Services Agreement. Perot Systems Corporation and Dell Marketing L.P. are parties to that certain Assignment and Assumption Agreement dated as of the Second Amended Effective Date with respect to the Agreement. Subject to Section 21.5 (Binding Nature; Assignment) of the Agreement, the Parties accordingly agree that references in the Agreement to Perot Systems Corporation and Perot Systems, including as part of any defined term in the Agreement, shall be deemed references to Dell. By way of example, references in the Agreement to Perot Systems Excuse shall be deemed references to Dell Excuse, as such term is defined in amended Schedule A attached hereto.

GPI/De/1 Confidential    10

7.Schedules and Attachments. The following Schedules and Attachments to the Agreement are amended and restated, effective as of the Second Amendment Effective Date, (except Schedule I 0.9 (Data Transfer Agreement), which is added to the Agreement effective as of the Second Amendment Effective Date) and, as so amended and restated, are attached to and a part of this Second Amendment.

Schedule A Schedule l.l(a) Schedule 2.1.1 Schedule 2.2(a) Schedule 2.5 Schedule 2.7 Schedule 2.8(b) Schedule 2.10 Schedule 2.13 Schedule 3.2 Schedule 3.4 Schedule 3.5(b) Schedule 4.1 Schedule 4.2 Schedule 5.I(c) Schedule 8.2

Schedule 9.2(a)(i)(A) Key Personnel and Critical Personnel Schedule 9.2(a)(i)(B) GPI Competitors

Schedule 9.3(b) Schedule I 0.2

Schedule 10.7(a) Schedule 10.7(b) Schedule 10.9 Schedule 15.1 Schedule 19.1 Schedule 20.1

GPI!Dell C01ifidential    12

IN WITNESS WHEREOF, the Parties have duly executed and delivered this Second

Amendment as of the datc(s) set forth below.