ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 15, 2020, Graphic Packaging International, LLC, a Delaware limited liability company and the primary operating subsidiary of Graphic Packaging Holding Company ("GPI") entered into an Incremental Facility Amendment (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 Incremental Amendment provides for a senior secured Farm Credit System incremental term loan facility (the "Incremental Facility") in an aggregate principal amount of up to $425 million, which is to be drawn on or before January 15, 2021. The maturity date of the Incremental Facility is January 15, 2028, and any borrowings under the Incremental Facility shall bear interest at a fixed rate equal to 2.67% per annum. The Incremental Facility is governed by substantially similar covenants as are set forth in the Amended and Restated Credit Agreement, and the Incremental Facility is secured by a first priority lien and security interest in substantially all of the assets of GPI.

The foregoing description of the Incremental Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Incremental Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 20, 2020, Graphic Packaging Holding Company issued a press release reporting its third quarter 2020 results. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibit 99.1 of this Form 8-K are being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth in Item 1.01 above and the full text of the Incremental Amendment, which is attached hereto as Exhibit 10.1, are incorporated by reference into this Item 2.03.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits



Exhibit Number Description
10.1          Incremental Facility Amendment dated as of October 15, 2020 by and among Graphic
            Packaging International, LLC, the guarantors party thereto, COBANK, ACB as the
            Incremental Term A-2 Facility Lead Arranger     and Lender     and Bank of
            America, N.A., as Administrative Agent.
99.1          Press release dated October 20, 2020 reporting third quarter 2020 results

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

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