VOTING AGREEMENTVoting Agreement • April 18th, 2011 • Silgan Holdings Inc • Metal cans • 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 AGREEMENTVoting Agreement • April 18th, 2011 • Silgan Holdings Inc • Metal cans • 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”).
SILGAN HOLDINGS INC. Suite 400 Stamford, CT 06901Silgan Holdings Inc • April 18th, 2011 • Metal cans • New York
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and between Silgan Holdings Inc. (“Parent”), a Delaware corporation, and Graham Packaging Company Inc. (the “Company”), a Delaware corporation, pursuant to which the Company will merge with and into the Parent with the Parent being the surviving corporation. In the event of any conflict between this letter agreement (this “Agreement”) and the Merger Agreement, the terms of the Merger Agreement shall prevail. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement.
