THIS SUPPLY AGREEMENT (this “ Agreement ”) is made and entered into as of June 1, 2009 (the
“Effective Date”), by and between Sun Chemical Corporation, a Delaware corporation, and its affiliates (“ Sun
”), and Graphic Packaging International, Inc., a Delaware corporation (“ GPI ”).
Sun and GPI have entered into an Asset Purchase Agreement dated May 20, 2009 (the “ Asset Purchase
Agreement ”) pursuant to which Sun has agreed to buy certain of the assets of certain of GPI’s subsidiaries
engaged in the manufacture, marketing and supply of certain printing inks, artists inks, coatings, varnishes and
alkyds (the “ Business ”) to internal and third-party customers (the “ Asset Purchase ”). In connection with the
Asset Purchase, Sun desires to sell and GPI desires to purchase certain ink and related products (as defined
below) on the terms and conditions set forth in this Agreement.
In consideration of the mutual representations, warranties, covenants and agreements contained in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Product Supply.
A. Subject to the terms and conditions of this Agreement, GPI agrees to purchase, and Sun agrees to supply the
products set forth in Appendix A attached hereto (the “ Products ”) for any combination of GPI’s facilities in
North America, for the term of this Agreement. Notwithstanding the foregoing, GPI shall not be obligated to
purchase any particular Product until such product has been qualified for supply to GPI, which qualification GPI
shall determine in accordance with GPI’s policies and practices (such qualified Product is referred to herein as “
Qualified Product ”) provided that such failure to qualify is solely attributable to the fault of Sun. It is agreed and
understood by the parties that GPI shall use reasonable commercial efforts to facilitate and effect timely and