AGREEMENT AND PLAN OF MERGER Dated as of June 17, 2011 between Reynolds Group Holdings Limited Bucephalas Acquisition Corp. and Graham Packaging Company Inc.Merger Agreement • June 22nd, 2011 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of June 17, 2011, and is by and among Reynolds Group Holdings Limited, a company organized under the laws of New Zealand (“Parent”), Bucephalas Acquisition Corp., a Delaware corporation and indirect wholly-owned Subsidiary of Parent (“Sub”), and Graham Packaging Company Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENT Between GRAHAM PACKAGING COMPANY L.P. And Vice President, Global Technology and DevelopmentEmployment Agreement • May 2nd, 2011 • Graham Packaging Co Inc. • Miscellaneous plastics products • Pennsylvania
EMPLOYMENT AGREEMENT dated as of June 27, 2002 (the “Agreement”) between Graham Packaging Company, L.P., a Delaware Limited Partnership (“Limited Partnership”, or “L.P.” or “Company”), and David Cargile (“Executive”).
FORM OF AMENDED AND RESTATED OPTION AGREEMENTOption Agreement • January 22nd, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware
This AGREEMENT (this “Agreement”) which was originally made as of (the “Grant Date”) and effective as of by and between Graham Packaging Holdings Company, a Delaware limited partnership (the “Company”), and (the “Optionee”) is hereby amended and restated in its entirety, effective as of , 2010 as set forth below.
INCOME TAX RECEIVABLE AGREEMENT dated as of February 10, 2010Income Tax Receivable Agreement • February 17th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • New York
This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of February 10, 2010, is hereby entered into by and among Graham Packaging Company Inc., a Delaware corporation (the “Corporation,” formerly known as BMP/Graham Holdings Corporation or “BMP/Graham”) and Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware limited partnership (the “Existing Stockholders Representative”).
VOTING AGREEMENTVoting Agreement • June 22nd, 2011 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware
This VOTING AGREEMENT is dated as of June 17, 2011 (this “Agreement”), and is among REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand company (“Parent”), BLACKSTONE CAPITAL PARTNERS III MERCHANT BANKING FUND L.P., a Delaware limited partnership, BLACKSTONE OFFSHORE CAPITAL PARTNERS III L.P., a Delaware limited partnership, and BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P., a Cayman Islands limited partnership (each of Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital Partners III L.P. and Blackstone Family Investment Partnership III L.P., a “Stockholder” and collectively, the “Stockholders”).
EXCHANGE AGREEMENTExchange Agreement • February 17th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of February 10, 2010 (and effective as set forth in Section 3.15 of this Agreement), by and among Graham Packaging Company Inc., a Delaware corporation (“Issuer”), Graham Packaging Holdings Company, a Pennsylvania limited partnership (“Holdings”), Graham Packaging Corporation, a Pennsylvania corporation (“GPC”) and GPC Holdings, L.P. (“GPCLP” and, together with GPC, the “Graham Family Partners”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Between GRAHAM PACKAGING COMPANY INC. GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., And THE CHIEF EXECUTIVE OFFICEREmployment Agreement • February 17th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Pennsylvania
EMPLOYMENT AGREEMENT dated as of January 20, 2010 and effective as of January 20, 2010, (the “Agreement”) between Graham Packaging Company, Inc. (“Graham”), Graham Packaging Holdings Company (“Holdings”), Graham Packaging Company, L.P., a Delaware Limited Partnership (“Limited Partnership”, or “L.P.” or “Company”), and Mark S. Burgess (“Executive”).
INCOME TAX RECEIVABLE AGREEMENT dated as of February 10, 2010Income Tax Receivable Agreement • February 17th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • New York
This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of February 10, 2010, is hereby entered into by and among Graham Packaging Company Inc., a Delaware corporation (the “Corporation, formerly known as BMP/Graham Holdings Corporation) and GPC Holdings, L.P, a Pennsylvania limited partnership (“GPC L.P.”) (on behalf of the Graham Family Entities (as defined below)).
AGREEMENT AND PLAN OF MERGER Dated as of April 12, 2011 between SILGAN HOLDINGS INC. and GRAHAM PACKAGING COMPANY INC.Merger Agreement • April 14th, 2011 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of April 12, 2011, and is between Silgan Holdings Inc., a Delaware corporation (“Parent”), and Graham Packaging Company Inc., a Delaware corporation (the “Company”).
FORM OF GRAHAM PACKAGING HOLDINGS COMPANY MANAGEMENT OPTION UNIT EXCHANGE AGREEMENTManagement Option Unit Exchange Agreement • January 22nd, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware
This MANAGEMENT LIMITED PARTNERSHIP UNIT EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of February , 2010, by and between GRAHAM PACKAGING HOLDINGS COMPANY, a Pennsylvania limited partnership (the “Holdings”), GRAHAM PACKAGING COMPANY INC., a Delaware corporation (“Issuer”), and (the “Management Holder”).
VOTING AGREEMENTVoting Agreement • April 14th, 2011 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware
This VOTING AGREEMENT is dated as of April 12, 2011 (this “Agreement”), and is among (a) Graham Packaging Company Inc., a Delaware corporation (“Company”), (b) D. Greg Horrigan, (c) Pay It Forward Foundation, (d) Horrigan 2009 Eleven Year Grantor Retained Annuity Trust, (e) Horrigan 2009 Ten Year Grantor Retained Annuity Trust, (f) Horrigan 2009 Nine Year Grantor Retained Annuity Trust, and (g) Horrigan Family Limited Partnership (each of the parties in clauses (b), (c), (d), (e), (f) and (g), a “Stockholder” and collectively, the “Stockholders”).
VOTING AGREEMENTVoting Agreement • April 14th, 2011 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware
This VOTING AGREEMENT is dated as of April 12, 2011 (this “Agreement”), and is among (a) Graham Packaging Company Inc., a Delaware corporation (“Company”), (b) R. Philip Silver, (c) Robert Philip Silver 2010 Grantor Retained Annuity Trust, (d) Robert Philip Silver May 2008 Five-Grantor Retained Annuity Trust, (e) Robert Philip Silver 2002 GRAT Article III Trust for Benefit of Spouse and Descendants, (f) Article III Family Trust UAD 02/24/09 FBO Peter M. Silver and Descendants and (g) Article III Family Trust UAD 02/24/09 FBO P. Tyler Silver and Descendants (each of the parties in clauses (b), (c), (d), (e), (f) and (g), a “Stockholder” and collectively, the “Stockholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) made and entered into as of this 10th day of February 2010 (and effective as set forth in Article 24 of this Agreement), by and among GRAHAM PACKAGING HOLDINGS COMPANY, a Pennsylvania limited partnership (formerly known as Graham Packaging Company, the “Partnership”); GRAHAM PACKAGING COMPANY INC., a Delaware corporation (the “Company”); GRAHAM PACKAGING CORPORATION, a Pennsylvania corporation (“GPC”); GPC HOLDINGS, L.P., a Pennsylvania limited partnership (“GPCH” and together with GPC, the “Graham Holders”); BLACKSTONE CAPITAL PARTNERS III MERCHANT BANKING FUND L.P., a Delaware limited partnership, BLACKSTONE OFFSHORE CAPITAL PARTNERS III L.P., a Cayman Islands exempted limited partnership, and BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P., a Delaware limited partnership (collectively, the “Blackstone Funds”) and the other Holders set forth on the signature pages hereto.
SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GRAHAM PACKAGING HOLDINGS COMPANY DATED AS OF FEBRUARY 4, 2010Limited Partnership Agreement • February 5th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Pennsylvania
THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into as of the 4th day of February, 2010 by and among GPC Holdings, L.P., a Pennsylvania limited partnership (“GPCLP”), Graham Packaging Corporation, a Pennsylvania corporation (“GP Corp”), BCP/Graham Holdings L.L.C., a Delaware limited liability company (“BCP”), and Graham Packaging Company Inc. (formerly known as BMP/Graham Holdings Corporation), a Delaware corporation (“GPC Inc.”), GPCLP and GP Corp are hereinafter sometimes referred to collectively as the “Graham Partners.” BCP and GPC Inc. are hereinafter sometimes referred to collectively as the “GPC Partners.”
FORM OF GRAHAM PACKAGING HOLDINGS COMPANY GRAHAM PACKAGING COMPANY, L.P. TRANSACTION BONUS AND RELEASE AGREEMENTTransaction Bonus and Release Agreement • January 22nd, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Pennsylvania
TRANSACTION BONUS AND RELEASE AGREEMENT dated as , 2010 and effective as of , (the “Agreement”) between Graham Packaging Holdings Company (“Holdings”), Graham Packaging Company, L.P., a Delaware Limited Partnership (“Limited Partnership”, or “L.P.” or “Company”), and Warren D. Knowlton (“Executive”).
AWARD AGREEMENTLong Term Incentive Plan Award Agreement • March 5th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware
THIS 2010 LONG TERM INCENTIVE PLAN AWARD AGREEMENT (the “LTIP Agreement”), is made effective as of the 10th day of February, 2010, between Graham Packaging Company Inc., a Delaware corporation (hereinafter called the “Company”), and [NAME] (hereinafter called the “Participant”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 23rd, 2009 • Graham Packaging Co Inc. • New York
FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”), dated as of December 16, 2009, among GRAHAM PACKAGING HOLDINGS COMPANY, a Pennsylvania limited partnership (“Holdings”), GRAHAM PACKAGING COMPANY, L.P., a Delaware limited partnership (the “Borrower”), GPC CAPITAL CORP. I, a Delaware corporation (the “Co-Borrower”), the Lenders from time to time party to the Credit Agreement referred to below, and DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
FORM OF STOCKHOLDERS’ AGREEMENT by and among GRAHAM PACKAGING COMPANY INC. and BLACKSTONE CAPITAL PARTNERS III MERCHANT BANKING FUND L.P., BLACKSTONE OFFSHORE CAPITAL PARTNERS III L.P. and BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P. Dated as of...Stockholders' Agreement • January 22nd, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware
STOCKHOLDERS’ AGREEMENT, dated as of February , 2010 (and effective as set forth in Section 4.15 of this Agreement), by and among Graham Packaging Company Inc., a Delaware corporation (the “Company”) and Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital Partners III L.P. and Blackstone Family Investment Partnership III L.P.
GRAHAM PACKAGING COMPANY, INC. York, Pennsylvania 17402 FAX (717) 854-4269 FORM OF DIRECTOR’S FEE AGREEMENTDirector's Fee Agreement • January 15th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Pennsylvania
THIS DIRECTOR’S FEE AGREEMENT (this “Agreement”), is made as of January 11, 2010, by and between Graham Packaging Company, Inc., a Delaware Corporation (the “Company”) and (“Director”).
Graham Packaging Company Inc. Shares Common Stock ($0.01 par value) Plus an Option to Purchase from the Selling Stockholders up to [ ] Additional Shares of Common Stock to Cover Over-Allotments Form of Underwriting AgreementUnderwriting Agreement • January 22nd, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • New York
Graham Packaging Company Inc., a corporation organized under the laws of the state of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of common stock, $0.01 par value (“Common Stock”) of the Company, and the persons named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters [ ] shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders collectively being hereinafter called the “Underwritten Securities”). The Selling Stockholders named in Schedule II hereto also propose, subject to the terms and conditions stated herein, to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock to cover over-allo
ContractStock and Unit Purchase Agreement • September 16th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products
On August 9, 2010, Graham Packaging Acquisition Corp. (“Acquisition Corp.”), a Delaware corporation and a subsidiary of Graham Packaging Holdings Company, entered into a Stock and Unit Purchase Agreement (the “Purchase Agreement”) with (a) Liquid Container L.P., a Delaware limited partnership (“Liquid Container”), (b) each of Liquid Container’s limited partners (the “Liquid Container Limited Partners”) and (c) each of the stockholders (the “Stockholders” and, together with the Liquid Container Limited Partners, the “Sellers”) of (i) Liquid Container Inc. (the “Liquid Container Managing General Partner”), a Delaware corporation, (ii) CPG-L Holdings, Inc. (“CPG”), a Delaware corporation, and (iii) WCK-L Holdings, Inc. (“WCK” and, together with the Liquid Container Managing General Partner and CPG, the “Liquid Container General Partners”), a Delaware corporation. Liquid Container and the Liquid Container General Partners are collectively referred to as the “Liquid Container Entities.” Pur
ContractSeverance Agreement • January 15th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products
GRAHAM PACKAGING HOLDINGS COMPANY GRAHAM PACKAGING COMPANY L.P. AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products
This Amendment to the Employment Agreement (the “Amendment”) is made as of February 11, 2010 (the “Effective Date”), between Graham Packaging Holdings Company (“Holdings”), Graham Packaging Company, L.P., a Delaware Limited Partnership (“Limited Partnership”, or “L.P.” or “Company”), and David Bullock (“Executive”).
TERMINATION AGREEMENTTermination Agreement • February 17th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • New York
This TERMINATION AGREEMENT (this “Agreement”) is entered into as of February 10, 2010 (and effective as set forth in Section 9 of this Agreement), by and among Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Offshore Capital Partners III L.P., a Cayman Islands exempted limited partnership, and Blackstone Family Investment Partnership III L.P., a Delaware limited partnership (collectively, “Blackstone”), Graham Packaging Company Inc. (f/k/a BMP/Graham Holdings Corporation), a Delaware corporation (the “Company”), Graham Packaging Holdings Company, a Pennsylvania limited partnership (“Holdings”), GPC Capital Corp. II, a Delaware corporation (“CapCo. II”), and MidOcean Capital Investors, L.P., a Delaware limited partnership (a Permitted Transferee of BT Investment Partners, Inc.) (“MidOcean”).
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 22nd, 2011 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware
This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER is dated as of June 17, 2011 (this “Amendment”), and is by and among REYNOLDS GROUP HOLDINGS LIMITED, a company organized under the laws of New Zealand (“Parent”), BUCEPHALAS ACQUISITION CORP., a Delaware corporation and indirect wholly-owned Subsidiary of Parent (“Sub”), and GRAHAM PACKAGING COMPANY INC., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
GRAHAM PACKAGING HOLDINGS COMPANY GRAHAM PACKAGING COMPANY, L.P. FORM OF IPO TRANSACTION BONUS AGREEMENTIpo Transaction Bonus Agreement • January 15th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Pennsylvania
IPO TRANSACTION BONUS AGREEMENT dated as of January , 2010 and effective as of January , 2010, (the “Agreement”) between Graham Packaging Holdings Company (“Holdings”), Graham Packaging Company, L.P., a Delaware Limited Partnership (“Limited Partnership”, or “L.P.” or “Company”), and (“Executive”).
AGREEMENTMerger Agreement • August 12th, 2011 • Graham Packaging Co Inc. • Miscellaneous plastics products • New York
This AGREEMENT is dated as of April 9, 2011 (the “Agreement”) and is between (i) Blackstone Capital Partners III Merchant Banking Fund L.P., (“Blackstone”); (ii) Graham Packaging Company Inc., a Delaware corporation (the “Company”); (iii) Graham Packaging Holdings Company, a Pennsylvania limited partnership (“Holdings”); (iv) BCP/Graham Holdings L.L.C., a Delaware limited liability company (“Holdings GP”); and (v) Donald C. Graham, on behalf of himself and his affiliates (including those identified in Section 2(f) below), and the other entities named on the signature pages hereto (collectively, the “Family”).
FORM OF TERMINATION AGREEMENTTermination Agreement • January 15th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • New York
This TERMINATION AGREEMENT (this “Agreement”) is entered into as of January __, 2010, by and among GRAHAM PACKAGING HOLDINGS COMPANY, a Pennsylvania limited partnership (“Holdings”), GRAHAM PACKAGING COMPANY L.P., a Delaware limited partnership (the “Company”), BLACKSTONE MANAGEMENT PARTNERS III L.L.C., a Delaware limited liability company (“BMP”), and GRAHAM ALTERNATIVE INVESTMENT PARTNERS I, a Pennsylvania limited partnership (“GAIP”). All defined terms not otherwise defined herein shall have the meaning set forth in the Monitoring Agreement.
GRAHAM PACKAGING HOLDINGS COMPANY GRAHAM PACKAGING COMPANY, L.P. FORM OF RETENTION BONUS AGREEMENTRetention Bonus Agreement • January 15th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Pennsylvania
RETENTION BONUS AGREEMENT dated as of January , 2010 and effective as of January , 2010, (the “Effective Date”) (the “Agreement”) between Graham Packaging Holdings Company (“Holdings”), Graham Packaging Company, L.P., a Delaware Limited Partnership (the “Company”), and (“Executive”).
MANAGEMENT SUBSCRIPTION AGREEMENT (Co-Investment)Management Subscription Agreement • December 23rd, 2009 • Graham Packaging Co Inc. • New York
THIS MANAGEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between BMP/Graham Holdings Corporation, a Delaware corporation (the “Company”), and the individual named on the signature page hereto (“Executive”) is made as of the date set forth on the signature page hereto.
FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 15th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the day of , 2010, (hereinafter called the “Date of Grant”), between Graham Packaging Company, Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”):
GRAHAM PACKAGING COMPANY INC.Management Stockholders’ Agreement • February 17th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products
This Letter is being delivered to you in connection with a proposed underwriting agreement (the “Underwriting Agreement”) relating to a Public Offering, to be entered into among the Company, Holdings, you and the other selling stockholders named in Schedule II thereof, and the financial institutions parties thereto as representatives of a group of underwriters named therein (collectively, the “Underwriters”).
STOCKHOLDERS’ AGREEMENT by and among GRAHAM PACKAGING COMPANY INC. and BLACKSTONE CAPITAL PARTNERS III MERCHANT BANKING FUND L.P., BLACKSTONE OFFSHORE CAPITAL PARTNERS III L.P. and BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P. Dated as of February...Shareholder Agreements • February 17th, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware
STOCKHOLDERS’ AGREEMENT, dated as of February 10, 2010 (and effective as set forth in Section 4.15 of this Agreement), by and among Graham Packaging Company Inc., a Delaware corporation (the “Company”) and Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital Partners III L.P. and Blackstone Family Investment Partnership III L.P.
