AGREEMENT AND PLAN OF MERGER Dated as of June 17, 2011 between Reynolds Group Holdings Limited Bucephalas Acquisition Corp. and Graham Packaging Company Inc.Agreement and Plan of Merger • 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”).
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”).
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).
