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This AGREEMENT (this “Agreement”) which was originally made as of (the “Grant Date”) and effective as of by and between Graham Packaging Holdings Company, a Delaware limited partnership (the “Company”), and (the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.
FORM OF INCOME TAX RECEIVABLE AGREEMENT dated as of February , 2010Income Tax Receivable Agreement • January 22nd, 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 , 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”).
FORM OF EXCHANGE AGREEMENTExchange Agreement • January 22nd, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of February , 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”).
FORM OF 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 • January 22nd, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Pennsylvania
EMPLOYMENT AGREEMENT dated as of , 2010 and effective as of , 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”).
FORM OF INCOME TAX RECEIVABLE AGREEMENT dated as of February , 2010Income Tax Receivable Agreement • January 22nd, 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 , 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)).
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”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) made and entered into as of this day of , 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.
FORM OF SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GRAHAM PACKAGING HOLDINGS COMPANY DATED AS OF [ ], 2010Limited Partnership Agreement • January 22nd, 2010 • Graham Packaging Co Inc. • Miscellaneous plastics products • Pennsylvania
THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into as of the [ ] day of [ ], 2010 (and effective as set forth in Section 14.2 hereof) 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”).
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. 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
