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 or “BMP/Graham”) and Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware limited partnership (the “Existing Stockholders Representative”).
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...Stockholders’ Agreement • 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.
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)).
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”).
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.
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”).
GRAHAM PACKAGING COMPANY INC.Graham Packaging Co Inc. • February 17th, 2010 • 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”).
