REGISTRATION RIGHTS AGREEMENT Dated October 7, 2004 between GRAHAM PACKAGING COMPANY, L.P. GPC CAPITAL CORP. I The Guarantors listed on the Signature Pages hereto and CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. GOLDMAN, SACHS & CO....Registration Rights Agreement • May 24th, 2005 • Graham Packaging Acquisition Corp. • Miscellaneous plastics products • New York
LIMITED LIABILITY COMPANY AGREEMENT of GPC OPCO GP LLCLimited Liability Company Agreement • May 24th, 2005 • Graham Packaging Acquisition Corp. • Miscellaneous plastics products • Delaware
THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Act”), and does hereby agree as follows:
EXHIBIT B OPERATING AGREEMENT OF GRAHAM PACKAGING LATIN AMERICA, LLCOperating Agreement • May 24th, 2005 • Graham Packaging Acquisition Corp. • Miscellaneous plastics products • Delaware
THIS OPERATING AGREEMENT (the “Agreement”) of GRAHAM PACKAGING LATIN AMERICA, LLC (the “Limited Liability Company” or “LLC”) is made and entered into as of February 14, 1997 by and between GRAHAM PACKAGING COMPANY, a Pennsylvania limited partnership (“Packaging”), and GRAHAM FAMILY GROWTH PARTNERSHIP a Pennsylvania limited partnership (“Growth”), together with any other Persons admitted to the LLC as members shall be collectively referred to herein as “Members.”
AGREEMENT OF LIMITED PARTNERSHIP OF GRAHAM PACKAGING POLAND, L.P. DATED AS OF OCTOBER 7, 1994Limited Partnership Agreement • May 24th, 2005 • Graham Packaging Acquisition Corp. • Miscellaneous plastics products • Pennsylvania
THIS AGREEMENT OF LIMITED PARTNERSHIP is entered into as of the 7th day of October, 1994, by and between Graham Packaging Corporation, a Pennsylvania corporation with its offices at 1420 Sixth Avenue, York, Pennsylvania 17405, as general partner (the “General Partner”), and Graham Packaging Company, a Pennsylvania limited partnership with its offices at 1420 Sixth Avenue, York, Pennsylvania 17405, as limited partner (the “Limited Partner”). The General Partner and the Limited Partner are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner.”
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GRAHAM RECYCLING COMPANY, L.P.Agreement of Limited Partnership • May 24th, 2005 • Graham Packaging Acquisition Corp. • Miscellaneous plastics products • Pennsylvania
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into as of the 2nd day of February, 1998, by and between GPC Sub GP LLC, a Delaware limited liability company with its offices at 1110 E. Princess Street, York, Pennsylvania 17403, as general partner (the “General Partner”), and Graham Packaging Company, a Delaware limited partnership with its offices at 1110 E. Princess Street, York, Pennsylvania 17403, as limited partner (formerly known as Graham Packaging Holdings I, L.P., the “Limited Partner”). The General Partner and the Limited Partner are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner.”
OPERATING AGREEMENT OFOperating Agreement • May 24th, 2005 • Graham Packaging Acquisition Corp. • Miscellaneous plastics products • Delaware
This OPERATING AGREEMENT (the “Agreement”) of GRAHAM PACKAGING WEST JORDAN, LLC (the “Limited Liability Company” or “LLC”) is made and entered into as of October , 2004 by and between GRAHAM PACKAGING COMPANY, L. P. a Delaware limited partnership (“Packaging”) and GPC Sub GP LLC, a Delaware limited liability company (“Sub GP”), together with any other Persons admitted to the LLC as members shall be collectively referred to herein as “Members.”
AGREEMENT OF PARTNERSHIP OF GRAHAM PACKAGING FRANCE PARTNERSPartnership Agreement • May 24th, 2005 • Graham Packaging Acquisition Corp. • Miscellaneous plastics products • Pennsylvania
THIS AGREEMENT OF PARTNERSHIP (the “Agreement”) of GRAHAM PACKAGING FRANCE PARTNERS (the “Partnership”) is made and entered into as of December 5, 1995 by and between GRAHAM PACKAGING COMPANY, a Pennsylvania limited partnership (“Packaging”), and GRAHAM FAMILY GROWTH PARTNERSHIP a Pennsylvania limited partnership (“Growth”), together with any other Persons admitted to the Partnership as partners shall be collectively referred to herein as “Partners.”
