ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

The information set forth in Item 8.01 below as to the satisfaction and discharge of the Senior Notes (as defined below) is incorporated by reference into this Item 1.02.




ITEM 8.01 OTHER EVENTS


On January 14, 2021, Graphic Packaging International, LLC, a Delaware limited
liability company ("
GPI
") borrowed an aggregate principal amount of $425 million pursuant to the terms
of the incremental term loan facility (the "
Incremental Facility
") made available to GPI in accordance with the terms of the previously
disclosed Incremental Facility Amendment, dated as of October 15, 2020 (the "
Incremental Amendment
"), by and among GPI, as Borrower, Graphic Packaging International Partners,
LLC, a Delaware limited liability company and Field Container Queretaro (USA),
L.L.C., as Guarantors, Bank of America, N.A., as Administrative Agent (the "
Agent
") and CoBank, ACB, as Incremental Term
A-2
Lead Arranger and Incremental Term
A-2
Lender (in such capacity, the "
Incremental Lender
"), which amends the Third Amended and Restated Credit Agreement dated as of
January 2, 2018 (the "
Amended and Restated Credit Agreement
") by and among GPI and certain subsidiaries thereof as Borrowers, the lenders
and agents named therein, and the Agent.
The proceeds of the Incremental Facility, together with cash on hand, were used
on January 15, 2021 to redeem in full the outstanding principal amount of, plus
accrued and unpaid interest on, GPI's 4.75% Senior Notes due 2021 (the "
Senior Notes
") issued pursuant to that certain Indenture, dated as of September 29, 2010
(the "
Base Indenture
"), among GPI, as issuer, the guarantors from time to time party thereto, 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 (the "
Trustee
"), as supplemented by the Supplemental Indenture, dated as of April 2, 2013
(the "
Indenture Supplement
" and the Base Indenture, as supplemented by the Indenture Supplement, the "
Indenture
"). As a result, the Indenture with respect to the Senior Notes was satisfied
and discharged in accordance with its terms, and GPI and the guarantors party to
the Indenture have been released from their obligations under the Indenture with
respect to the Senior Notes.
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