LIMITED LIABILITY COMPANY AGREEMENT OF GRAHAM PACKAGING LP ACQUISITION LLCLimited Liability Company Agreement • October 5th, 2010 • Graham Packaging PX, LLC • 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”).
REGISTRATION RIGHTS AGREEMENT Dated as of September 23, 2010 Among GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE GUARANTORS NAMED HEREIN and CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC. and GOLDMAN, SACHS & CO. 8.25% Senior...Registration Rights Agreement • October 5th, 2010 • Graham Packaging PX, LLC • Miscellaneous plastics products • New York
This Registration Rights Agreement (this “Agreement”) is dated as of September 23, 2010, among GRAHAM PACKAGING COMPANY, L.P., a Delaware limited partnership (the “Company”), and GPC CAPITAL CORP. I, a Delaware corporation, as issuers (the “Company Issuers”), GRAHAM PACKAGING HOLDINGS COMPANY, a Pennsylvania limited partnership (“Holdings”) and the guarantors listed on the signature pages hereto, (each, a “Guarantor”, and together with Holdings, the “Guarantors”). The Company Issuers and the Guarantors are collectively referred to as the “Issuers,” and CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC. and GOLDMAN, SACHS & CO., as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) named on Schedule II to the Purchase Agreement (as defined below).
PLAXICON COMPANY PARTNERSHIP AGREEMENTPartnership Agreement • October 5th, 2010 • Graham Packaging PX, LLC • Miscellaneous plastics products • California
THIS PARTNERSHIP AGREEMENT (“Agreement”), made and entered into this 18th day of May, 1981, by and between VORWERK USA, INC., a Georgia Corporation, (hereinafter called “Vorwerk”) and PLAXICON, INC., a California corporation, (hereinafter called “P.I.”), as partners, sometimes hereinafter collectively called “Partners”);
SUPPLEMENTAL INDENTURESupplemental Indenture • October 5th, 2010 • Graham Packaging PX, LLC • Miscellaneous plastics products • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 4, 2010 among Graham Packaging GP Acquisition LLC, a Delaware limited liability company (“GPALLC”), Graham Packaging LP Acquisition LLC, a Delaware limited liability company (“LPALLC”), WCK-L Holdings, Inc., a Delaware corporation (“WCK”), Liquid Container Inc., a Delaware corporation (“LCI”), CPG-L Holdings, Inc., a Delaware corporation (“CPG”), Graham Packaging LC, L.P., a Delaware limited partnership (“Graham Packaging LC”), Graham Packaging PX Holding Corporation, a Delaware corporation (“Graham PX Holding), Graham Packaging PX, LLC, a California limited liability company (“Graham PX”), Graham Packaging PX Company, a California general partnership (together with GPALLC, LPALLC, WCK, LCI, CPG, Graham Packaging LC, Graham PX Holding and Graham PX, the “New Guarantors”), Graham Packaging Company, L.P., a Delaware limited partnership (the “Company”), GPC Capital Corp. I, a Delaware corporation (the “Corporate C
SINGLE MEMBER OPERATING AGREEMENTSingle Member Operating Agreement • October 5th, 2010 • Graham Packaging PX, LLC • Miscellaneous plastics products
This Single Member Operating Agreement for Plaxicon, LLC, a California limited liability company (the “Company”) is made as of December 29, 2006 by Plaxicon Holding Corporation, a Delaware corporation, its sole member (the “Member”).
SUPPLEMENTAL INDENTURESupplemental Indenture • October 5th, 2010 • Graham Packaging PX, LLC • Miscellaneous plastics products • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 30, 2010 and effective as of July 2, 2010, among GPACSUB LLC, a Delaware limited liability company (the “New Guarantor”), Graham Packaging Company, L.P., a Delaware limited partnership (the “Company”), GPC Capital Corp. I, a Delaware corporation (the “Corporate Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors listed on the signature pages hereto and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee under the indenture referred to below (the “Trustee”).
SECOND AMENDMENT TO PARTNERSHIP AGREEMENT DATED AS OF MAY 18, 1981Partnership Agreement • October 5th, 2010 • Graham Packaging PX, LLC • Miscellaneous plastics products
THIS SECOND AMENDMENT is made and entered into by and between VORWERK USA, INC., a Delaware corporation, and PLAXICON, INC., a California corporation (collectively referred to herein as the “Partners”), in order to amend Section 9 of that certain Partnership Agreement dated as of May 18, 1981 (herein called the “Agreement”), providing for the formation of Plaxicon Company, a California general partnership.
FORM OF FIRST AMENDMENT TO PARTNERSHIP AGREEMENT DATED AS OF MAY 18, 1981 THIS AMENDMENT DATED AS OF JUNE 30, 1981Partnership Agreement • October 5th, 2010 • Graham Packaging PX, LLC • Miscellaneous plastics products
THIS FIRST AMENDMENT made and entered into by and between VORWERK USA, INC., a Georgia corporation, and PLAXICON, INC., a California corporation, (collectively referred to herein as the “Partners”), in order to clarify Sections 11.1.2 and 12.2 of that certain Partnership Agreement dated as of May 18, 1981 (hereinafter called the “Agreement”);
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP FOR LIQUID CONTAINER L.P.Limited Partnership Agreement • October 5th, 2010 • Graham Packaging PX, LLC • Miscellaneous plastics products • Delaware
This FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (“Agreement”) for LIQUID CONTAINER L.P. (the “Partnership”) is made and entered into as of the 1st day of February, 2004, by and among LIQUID CONTAINER INC., a Delaware corporation, as the managing general partner (the “Managing General Partner”); CPG-L HOLDINGS, INC., a Delaware corporation, as a general partner (“CPG-L Holdings”); WCK-L HOLDINGS, INC., a Delaware corporation, as a general partner (“WCK-L Holdings”); and the persons designated on Exhibit A attached hereto as limited partners. The foregoing persons listed as limited partners are herein sometimes referred to individually as a “Limited Partner” and collectively as the “Limited Partners.” Liquid Container Inc., CPG-L Holdings and WCK-L Holdings are herein sometimes referred to as the “General Partners” and individually as a “General Partner.” The General Partners and the Limited Partners are herein sometimes referred to individually as a “Partner” and colle
FOURTH AMENDMENT TO PARTNERSHIP AGREEMENTPartnership Agreement • October 5th, 2010 • Graham Packaging PX, LLC • Miscellaneous plastics products
This Fourth Amendment to Partnership Agreement (this “Amendment”) of Plaxicon Company (the “Company”) is made as of September 24, 2010 (the “Effective Date”) by Plaxicon Holding Corporation, a Delaware corporation and Plaxicon, LLC, a California limited liability company (collectively, the “Partners”).
THIRD AMENDMENT TO PARTNERSHIP AGREEMENT DATED AS OF OCTOBER 23, 1989Partnership Agreement • October 5th, 2010 • Graham Packaging PX, LLC • Miscellaneous plastics products
THIS THIRD AMENDMENT TO PARTNERSHIP AGREEMENT is made and entered into by and between VORWERK USA, INC, a Delaware corporation, and PLAXICON, INC., a California corporation (collectively referred to herein as the “Partners”), in order to amend Section 9 of that certain Partnership Agreement dated as of May 18, 1981 (herein called the “Agreement”), providing for the formation of Plaxicon Company, a California general partnership.
SUPPLEMENTAL INDENTURESupplemental Indenture • October 5th, 2010 • Graham Packaging PX, LLC • Miscellaneous plastics products • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 4, 2010 among Graham Packaging GP Acquisition LLC, a Delaware limited liability company (“GPALLC”), Graham Packaging LP Acquisition LLC, a Delaware limited liability company (“LPALLC”), WCK-L Holdings, Inc., a Delaware corporation (“WCK”), Liquid Container Inc., a Delaware corporation (“LCI”), CPG-L Holdings, Inc., a Delaware corporation (“CPG”), Graham Packaging LC, L.P., a Delaware limited partnership (“Graham Packaging LC”), Graham Packaging PX Holding Corporation, a Delaware corporation (“Graham PX Holding”), Graham Packaging PX, LLC, a California limited liability company (“Graham PX”), Graham Packaging PX Company, a California general partnership (together with GPALLC, LPALLC, WCK, LCI, CPG, Graham Packaging LC, Graham PX Holding and Graham PX, the “New Guarantors”), Graham Packaging Company, L.P., a Delaware limited partnership (the “Company”), GPC Capital Corp. I, a Delaware corporation (the “Corporate
SUPPLEMENTAL INDENTURESupplemental Indenture • October 5th, 2010 • Graham Packaging PX, LLC • Miscellaneous plastics products • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 30, 2010 and effective as of July 2, 2010, among GPACSUB LLC, a Delaware limited liability company (“GPACSUB”), Graham Packaging Minster LLC, an Ohio limited liability company (together with GPACSUB, the “New Guarantors”), Graham Packaging Company, L.P., a Delaware limited partnership (the “Company”), GPC Capital Corp. I, a Delaware corporation (the “Corporate Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors listed on the signature pages hereto and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee under the indenture referred to below (the “Trustee”).
