WHEREAS, Graphic Packaging International, LLC (the “Company”) maintains for the benefit of its employees the GPI Savings Plan (the “Plan”);

WHEREAS, Section 13.1 of the Plan authorizes the Board of Directors of Graphic Packaging Holding Company (the “Board”) to amend the Plan at any time;

WHEREAS, the Board has delegated to the Retirement Committee of Graphic Packaging International, LLC (the “Retirement Committee”) the responsibility to make certain amendments to the Plan; and

WHEREAS, the Retirement Committee deems it desirable to amend the Plan as provided herein to provide for automatic rollovers of small account balances upon a Participant’s severance from employment.

NOW, THEREFORE, BE IT RESOLVED, that Section 10.1(b)(2) of the Plan is hereby amended, effective January 22, 2024, as follows:

(2)    Cashout of Small Accounts. Notwithstanding the foregoing provisions of this subsection (b), in the event that the vested portion of the Account of any Participant who severs from the employment of all Affiliates is less than or equal to $7,000, the full vested amount of such benefit automatically will be paid to such Participant in one single-sum, cash-out distribution or, as described below, directly rolled over into an individual retirement plan as soon as practicable after the date the Participant severs from employment. In addition, in the event that the vested portion of the Account of any Participant who has previously severed from the employment of all Affiliates is less than or equal to $7,000, the Administrative Committee may, in its sole discretion and at such time(s) as it may determine, provide that the full vested amount of such benefit will automatically be paid to such Participant in one single-sum, cash-out distribution or, as described below, directly rolled over into an individual retirement plan. In the event a Participant has no vested interest in his Account at the time of his severance from employment, he will be deemed to have received a cash-out distribution of his Account at the time of his severance from employment, and the forfeiture provisions of Section 8.5 will apply. In the event of a mandatory distribution greater than $1,000, if the Participant does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Participant in a direct rollover or to receive the distribution directly, then the Administrative Committee will pay the distribution in a direct rollover to an individual retirement plan designated by the Administrative Committee, provided that for purposes of applying this $1,000 threshold,

the portion of the Participant’s Account representing Roth amounts will be treated separately from the remainder of his Account.

BE IT FURTHER RESOLVED, that the Retirement Committee has approved this Amendment to the GPI Savings Plan this 18th day of January, 2024.

By:     /s/ Stephen R. Scherger                        

            Stephen R. Scherger

By:     /s/ Elizabeth Spence                        

            Elizabeth Spence

By:     /s/ Brad Ankerholz                        

            Brad Ankerholz

By: /s/ Charles D. Lischer                            

            Charles D. Lischer

By:     /s/ Janet Hunt                        

            Janet Hunt

by and among

as Borrower,

and

BANK OF AMERICA, N.A.,

as Administrative Agent

Dated as of March 22, 2024

as the New Incremental Term Loan Lead Arranger

$250,000,000 NEW INCREMENTAL TERM FACILITIES This Incremental Facility Amendment (this “Agreement”), dated as of March 22, 2024 (the “New Incremental Term Facilities Effective Date”), is made by and among GRAPHIC PACKAGING INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors signatory hereto, BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as Administrative Agent under the Credit Agreement described below (in such capacity, the “Administrative Agent”) and COBANK, ACB, a federally chartered instrumentality under the Farm Credit Act of 1971, as amended (“CoBank”), as sole lead arranger and bookrunner for the New Incremental Term Facilities referred to below (in such capacity, the “New Incremental Term Loan Lead Arranger”), and, as sole lender under the New Incremental Term Facilities (in such capacity, the “New Incremental Term Loan Lender”).

A.    The Borrower, the other borrowers from time to time party thereto, the Administrative Agent, and the banks and other financial institutions from time to time party thereto have entered into that certain Fourth Amended and Restated Credit Agreement, dated as of April 1, 2021 (as amended, supplemented or otherwise modified, the “Credit Agreement”; capitalized terms used in this Agreement not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement).

B.    The Borrower and the Guarantors have entered into that certain Fourth Amended and Restated Guarantee and Collateral Agreement dated as of April 1, 2021 (as in effect on the date hereof, the “Guarantee and Collateral Agreement”) (i) pursuant to which the Guarantors have guaranteed the payment and performance of the obligations of the Borrower and the other borrowers from time to time party thereto under the Credit Agreement and the other Loan Documents, and (ii) which secures the Obligations of the Loan Parties under the Credit Agreement and other Loan Documents.

C.    The Borrower has requested that CoBank, as New Incremental Term Loan Lead Arranger, arrange and, as New Incremental Term Loan Lender, provide senior Farm Credit System incremental term loan facilities in an aggregate principal amount of $250,000,000, to consist of a $50,000,000 Incremental Term A-5 Facility (the “Incremental Term A-5 Facility”, the loans thereunder, the “Incremental Term A-5 Loans”) and a $200,000,000 Incremental Term A-6 Facility (the “Incremental Term A-6 Facility”, the loans thereunder, the “Incremental Term A-6 Loans”, and together with the Incremental Term A-5 Loans, each a “New Incremental Term Loan” and collectively, the “New Incremental Term Loans”, the Incremental Term A-5 Facility, together with the Incremental Term A-6 Facility, each a “New Incremental Term Facility” and collectively, the “New Incremental Term Facilities”). The New Incremental Term Facilities are to be documented as incremental term loan tranches under the Credit Agreement pursuant to this Agreement, all as set forth herein.

D.    The New Incremental Term Loan Lender is willing to provide the New Incremental Term Facilities, on the terms and conditions contained in this Agreement and in subsection 2.6 of the Credit Agreement.

In furtherance of the foregoing, the parties agree as follows:

1.Amendment. Subject to the covenants, terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, the Credit Agreement is hereby amended by adding the following new sentence at the end of Subsection 4.2(d) of the Credit Agreement:

“Notwithstanding the foregoing, any prepayment amount required to be applied from time to time to that certain Incremental Term A-5 Loan and/or Incremental Term A-6 Loan (each as defined below) in accordance with the first sentence of this subsection 4.2(d) shall be applied to the principal installment payment of the Incremental Term A-5 Loan and Incremental Term A-6 Loan, as applicable, due at maturity. For purposes hereof, “Incremental Term A-5 Loan” and “Incremental Term A-6 Loan” shall have the meanings assigned thereto under that certain Incremental Facility Amendment dated as of March 22, 2024 by and among the Company, as borrower, the Guarantors signatory thereto, the Administrative Agent and CoBank, as sole lead arranger and bookrunner, and, as sole lender.”

The amendments to the Credit Agreement are limited to the extent specifically set forth above and no other terms, covenants or provisions of the Credit Agreement are intended to be affected hereby.

2.Agreements related to New Incremental Term Facilities.

(a)Incremental Term A-5 and A-6 Facilities. Pursuant to subsection 2.6 of the Credit Agreement, the Incremental Term A-5 Facility and the Incremental Term A-6 Facility are each hereby established under the Credit Agreement on the terms set forth below.

(b)Principal Amount. The aggregate principal amount of the New Incremental Term Loan Lender’s commitment (i) with respect to the Incremental Term A-5 Loan is FIFTY MILLION DOLLARS ($50,000,000) and (ii) with respect to the Incremental Term A-6 Loan is TWO HUNDRED MILLION DOLLARS ($200,000,000). The Borrower’s obligations with respect to the New Incremental Term Loans shall constitute Obligations under the Credit Agreement, and the New Incremental Term Loans will be guaranteed and will rank pari passu in right of payment and security with the Loans outstanding as of the date hereof.

(c)Availability/Borrowing. Each New Incremental Term Loan shall be funded in a single drawing on the New Incremental Term Facilities Effective Date. The Borrower shall provide the Administrative Agent and the New Incremental Term Loan Lead Arranger a duly executed borrowing notice for each New Incremental Term Facility substantially consistent (where applicable) with Exhibit G (Loan Notice) to the Credit Agreement not later than (x) 1:00 p.m. two (2) Business Days prior to the requested date of Borrowing for a New Incremental Term Loan that shall consist of a Term SOFR Loan and (y) 12:00 noon one Business Day prior to the requested date of any Borrowing if the New Incremental Term Loan shall consist of a Base Rate Loan. The obligation of the New Incremental Term Loan Lender to honor such Request for Credit Extension is subject to the satisfaction or waiver of the conditions precedent set forth in subsections 6.2(a), (b) and (c) of the Credit Agreement. Once repaid, no New Incremental Term Loan may be reborrowed.

(d)Maturity Date; Repayment. The maturity date for the New Incremental Term Loans shall be June 1, 2029 (the “New Incremental Term Loan Maturity Date”). The Borrower shall repay in full the unpaid principal amount of each New Incremental Term Loan on the New Incremental Term Loan Maturity Date.

(e)Interest Rate. Each New Incremental Term Loan shall bear interest at a rate equal to (i) the Base Rate plus the Applicable Margin set forth in the Pricing Grid below or (ii) the Term SOFR Screen Rate, plus 0.10%, plus the Applicable Margin set forth in the Pricing Grid below, as selected by the Borrower. Each Base Rate Loan shall bear interest for each day that it is outstanding at a rate per annum equal to the Base Rate for such day plus the Applicable Margin in effect for such day. Each Term SOFR Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Term SOFR Screen Rate determined for such day, plus 0.10%, plus the Applicable Margin in effect for such day.

During the period from the New Incremental Term Facilities Effective Date until the first Adjustment Date occurring after April 1, 2024, the Applicable Margin shall equal (A) with respect to Base Rate Loans, 0.750% per annum, and (B) with respect to Term SOFR Loans, 1.750% per annum. The Applicable Margins will be adjusted on each subsequent Adjustment Date to the applicable rate per annum set forth under the heading “Applicable Margin for Base Rate Loans” or “Applicable Margin for Term SOFR Loans” on the Pricing Grid which corresponds to the Consolidated Total Leverage Ratio determined from the financial statements and compliance certificate relating to the end of the fiscal quarter immediately preceding such Adjustment Date; provided that in the event that the financial statements required to be delivered pursuant to subsection 7.1(a) or 7.1(b) of the Credit Agreement as applicable, and the related compliance certificate required to be delivered pursuant to subsection 7.2(a) of the Credit Agreement are not delivered when due, then:

(i)    if such financial statements and certificate are delivered after the date such financial statements and certificate were required to be delivered (without giving effect to any applicable cure period) and the Applicable Margin increases from that previously in effect as a result of the delivery of such financial statements, then the Applicable Margin during the period from the date upon which such financial statements were required to be delivered (without giving effect to any applicable cure period) until the date upon which they actually are delivered shall, except as otherwise provided in clause (iii) below, be the Applicable Margin as so increased;

(ii)    if such financial statements and certificate are delivered after the date such financial statements and certificate were required to be delivered and the Applicable Margin decreases from that previously in effect as a result of the delivery of such financial statements, then such decrease in the Applicable Margin shall not become applicable until the date upon which the financial statements and certificate actually are delivered; and

(iii)    if such financial statements and certificate are not delivered prior to the expiration of the applicable cure period, then, effective upon such expiration, for the period from the date upon which such financial statements and certificate were required to be delivered (after the expiration of the applicable cure period) until two Business Days following the date upon which they actually are delivered, the Applicable Margin shall be 1.250% per annum in the case of Base Rate Loans, and 2.250% per annum in the case of Term SOFR Loans (it being understood that the foregoing shall not limit the rights of the Administrative Agent and the Lenders set forth in Section 9 of the Credit Agreement).

In addition, at all times while an Event of Default shall have occurred and be continuing, the Applicable Margin shall not decrease from that previously in effect as a result of the delivery of such financial statements and certificate.

(f)Default Rate. If all or a portion of (i) the principal amount of any New Incremental Term Loan, (ii) any interest payable thereon or (iii) any unused commitment fee or other amount payable under this Agreement shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum determined in accordance with Section 2(e) of this Agreement as of such date plus an additional margin of 2% per annum from the date of such non-payment until such amount is paid in full (as well after as before judgment). While any Event of Default specified in subsection 9(f) of the Credit Agreement exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at an interest rate per annum determined in accordance with Section 2(e) of this Agreement as of such date plus an additional margin of 2% per annum to the fullest extent permitted by applicable Laws. In each case, such adjusted rate shall constitute a Default Rate under the Credit Agreement.

(g)Interest Payment Dates.

(i)     As to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Termination Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Term SOFR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates.

(ii)     As to any Base Rate Loan, the first Business Day of each January, April, July and October and the Termination Date of the Facility under which such Loan was made.

(iii)    Interest shall be payable in arrears on each Interest Payment Date and the New Incremental Term Loan Maturity Date, commencing with the first such date to occur after the New Incremental Term Facilities Effective Date, provided that the interest accruing pursuant to section 2(f) of this Agreement shall be payable from time to time on demand; provided, further, that, with respect to the borrowing of each of the Incremental Term A-5 Loan and the Incremental Term A-6 Loan on the New Incremental Term Facilities Effective Date (the “Effective Date Borrowing”), the Interest Period for such Effective Date Borrowing shall commence on the New Incremental Term Facilities Effective Date and end on April 1, 2024, which end date shall be an Interest Payment Date.

(h)Prepayment; Indemnity.

(i)The Borrower may any time and from time to time, upon notice to the Administrative Agent and the New Incremental Term Loan Lead Arranger pursuant to delivery to the Administrative Agent and the New Incremental Term Loan Lead Arranger of a duly executed notice of loan prepayment substantially consistent (where applicable) with Exhibit L (Notice of Loan Prepayment) to the Credit Agreement, prepay any New Incremental Term Loan made to it, in whole or in part, without penalty or premium; provided, that all such voluntary prepayments shall be subject to Section 4.10 of the Credit Agreement, provided, further, that such notice must be received by the Administrative Agent and the New Incremental Term Loan Lead Arranger three (3) Business Days prior to the date fixed for such prepayment. Each such notice shall specify the date and amount of prepayment and the interest to be paid on the prepayment date with respect to such principal amount being prepaid. Upon the receipt of any such notice the New Incremental Term Loan Lead Arranger shall promptly notify the New Incremental Term Loan Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with the amounts due pursuant to Section 4.10 of the Credit Agreement and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this clause (h)(i) if such prepayment would have resulted from a refinancing of the New Incremental Term Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments pursuant to this clause (h) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.

(ii)In connection with any mandatory prepayment under subsection 4.2(b) of the Credit Agreement and in accordance with subsection 4.2(c) of the Credit Agreement, the Borrower shall ensure (whether through an additional optional prepayment or otherwise) that each New Incremental Term Loan is prepaid on a ratable basis with the outstanding Term A-1 Loans, Term A-2 Loans and Incremental Term A-3 Loans (as defined below) pursuant to subsection 4.2(d) of the Credit Agreement; it being understood that the amount of the prepayment required by subsection 4.2(b) to be applied to any New Incremental Term Loan shall be reduced by the portion of Net Cash Proceeds required to make corresponding mandatory prepayments of any Term A-1 Loans, any Term A-2 Loans, any Incremental Term A-3 Loans, any pari passu Incremental Term Loans and any other pari passu Indebtedness incurred pursuant to subsection 8.2(e)(i) or (e)(ii) of the Credit Agreement then outstanding that requires such corresponding mandatory prepayment; provided that (x) such prepayment of any New Incremental Term Loan shall be applied to the principal installment payment of such New Incremental Term Loan due at maturity and (y) any such mandatory prepayment shall be subject to subsection 4.2(g) of the Credit Agreement. Notwithstanding anything to the contrary in this Agreement or in the Credit Agreement, Section 4.10 of the Credit Agreement shall apply to any mandatory prepayment of any portion of the applicable Incremental Term A-5 Facility or Incremental Term A-6 Facility pursuant to subsection 4.2(b) of the Credit Agreement and to any payment of any portion of the applicable Incremental Term A-5 Facility or Incremental Term A-6 Facility following an acceleration of the Loans pursuant to Section 9 of the Credit Agreement. For purposes hereof, “Incremental Term A-3 Loans” shall have the meaning assigned thereto under that certain Incremental Facility Amendment dated as of July 22, 2021, by and among the Company, as borrower, the Guarantors signatory thereto, the Administrative Agent and CoBank, as sole lead arranger and bookrunner, and as sole lender.

(i)Use of Proceeds. The proceeds of (a) the Incremental Term A-5 Loans shall be used by the Borrower to refinance previous Renewable Energy Investments (or financings thereof or indebtedness incurred in connection therewith) or to finance new Renewable Energy Investments and (b) the Incremental Term A-6 Loans shall be used by the Borrower to make new investments, or refinance previous investments, that allow its mills that are located in rural areas with populations of no more than 20,000 and that utilize waste and waste product (including from the recovery of “black liquor”) as inputs for their operations.

(j)CoBank Capital Plan. Each party hereto acknowledges that CoBank’s Bylaws and Capital Plan (as each may be amended from time to time) shall govern (i) the rights and obligations of the parties with respect to the CoBank Equities (as hereinafter defined) and any patronage refunds or other distributions made on account thereof or on account of the Borrower’s patronage with CoBank, (ii) the Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (iii) patronage distributions, if any, in the event of a sale of a participation interest.

(k)CoBank Equity. The Borrower will maintain its status as an entity eligible to borrow from CoBank. So long as CoBank is the New Incremental Term Loan Lender hereunder, the Borrower will acquire equity in CoBank in such amounts and at such times as CoBank may require in accordance with CoBank’s Bylaws and Capital Plan (as each may be amended from time to time), except that the maximum amount of equity that the Borrower may be required to purchase in CoBank in connection with the New Incremental Term Loans made by CoBank may not exceed the maximum amount permitted by the Bylaws and the Capital Plan at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report, and if more recent, CoBank’s latest quarterly report, (ii) CoBank’s Notice to Prospective Stockholders and (iii) CoBank’s Bylaws and Capital Plan, which describe the nature of all of the Borrower’s cash patronage, stock and other equities in CoBank acquired in connection with its patronage loan from CoBank (the “CoBank Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof.

(l)Incremental Facility Amendment. The parties hereto agree and acknowledge that for all purposes (i) this Agreement shall be considered an “Incremental Facility Amendment”, (ii) each New Incremental Term Facility provided herein shall be considered an “Incremental Term Facility”, (iii) the New Incremental Term Loan Lender shall be considered an “Incremental Term Lender”, (iv) each borrowing to be made hereunder shall be considered an “Incremental Term Borrowing”, (v) the commitment of the New Incremental Term Loan Lender hereunder to make each New Incremental Term Loan pursuant to the terms hereof shall be considered an “Incremental Term Commitment” and (vi) each Loan made pursuant to this Section 2 shall be considered an “Incremental Term Loan”, in each case as such terms are defined in and used in the Credit Agreement. Furthermore, (x) the parties hereto agree and acknowledge that for all purposes, (i) the Obligations in respect of the New Incremental Term Loans as provided herein shall be considered “Credit Agreement Obligations” and (ii) each New Incremental Term Facility as provided herein shall be considered one of the “Credit Facilities”, in each case as such terms are defined in the Intercreditor Agreement, and (y) the parties hereto agree and acknowledge that for all purposes each New Incremental Term Facility as provided herein constitutes a “Credit Facility” under and as defined in the Indentures (as defined in the Credit Agreement).