Graham Packaging Co Inc. Sample Contracts

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”).

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EMPLOYMENT AGREEMENT Between GRAHAM PACKAGING COMPANY L.P. And Vice President, Global Technology and Development
Employment 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 AGREEMENT
Option 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This AGREEMENT (this “Agreement”) which was originally made as of (the “Grant Date”) and effective as of by and between Graham Packaging Holdings Company, a Delaware limited partnership (the “Company”), and (the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.

VOTING AGREEMENT
Voting 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”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT Between GRAHAM PACKAGING COMPANY INC. GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., And THE CHIEF EXECUTIVE OFFICER
Employment 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”).

AGREEMENT AND PLAN OF MERGER Dated as of April 12, 2011 between SILGAN HOLDINGS INC. and GRAHAM PACKAGING COMPANY INC.
Agreement and Plan of Merger • 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 AGREEMENT
Management Option Unit • 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”).

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.

VOTING AGREEMENT
Voting 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 AGREEMENT
Voting 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”).

AWARD AGREEMENT
2010 Long Term Incentive Plan • 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 AGREEMENT
Credit 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 INCOME TAX RECEIVABLE AGREEMENT dated as of February , 2010
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”).

GRAHAM PACKAGING COMPANY, INC. York, Pennsylvania 17402 FAX (717) 854-4269 FORM OF DIRECTOR’S FEE AGREEMENT
Director’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 Agreement
Graham Packaging Co Inc. • January 22nd, 2010 • 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

Contract
Graham Packaging Co Inc. • September 16th, 2010 • 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

Contract
Graham Packaging Co Inc. • January 15th, 2010 • Miscellaneous plastics products
FORM OF EXCHANGE AGREEMENT
Form of Exchange 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 INCOME TAX RECEIVABLE AGREEMENT dated as of February , 2010
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)).

REGISTRATION RIGHTS AGREEMENT
Registration 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.

INCOME TAX RECEIVABLE AGREEMENT dated as of February 10, 2010
Income 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”).

SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GRAHAM PACKAGING HOLDINGS COMPANY DATED AS OF FEBRUARY 4, 2010
Costs and Expenses and Compensation • 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.”

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GRAHAM PACKAGING HOLDINGS COMPANY GRAHAM PACKAGING COMPANY L.P. AMENDMENT TO EMPLOYMENT AGREEMENT
Employment 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 AGREEMENT
Termination 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 MERGER
Agreement 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 AGREEMENT
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”).

AGREEMENT
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 REGISTRATION RIGHTS AGREEMENT
Form of Registration 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 TERMINATION AGREEMENT
Form of Termination 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.

EXCHANGE AGREEMENT
Exchange 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”).

GRAHAM PACKAGING HOLDINGS COMPANY GRAHAM PACKAGING COMPANY, L.P. FORM OF RETENTION BONUS AGREEMENT
Retention 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”).

FORM OF SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GRAHAM PACKAGING HOLDINGS COMPANY DATED AS OF [ ], 2010
Graham Packaging Co Inc. • January 22nd, 2010 • 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.”

INCOME TAX RECEIVABLE AGREEMENT dated as of February 10, 2010
Income 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)).

FORM OF GRAHAM PACKAGING HOLDINGS COMPANY GRAHAM PACKAGING COMPANY, L.P. TRANSACTION BONUS AND RELEASE AGREEMENT
Transaction 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”).

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.

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