S-4/A

As filed with the Securities and Exchange Commission on October 4, 2010

Registration No. 333-167976

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT No. 1 TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Graham Packaging Company, L.P.

GPC Capital Corp. I

(Exact name of registrant as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS

Delaware Delaware	3080 3080	23-278668 23-295240
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2401 Pleasant Valley Road

York, Pennsylvania 17402

(717) 849-8500

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

David W. Bullock

2401 Pleasant Valley Road

York, Pennsylvania 17402

(717) 849-8500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Richard A. Fenyes, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

Approximate date of commencement of proposed exchange offers: As soon as practicable after this Registration Statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨ Accelerated filer  ¨ Non-accelerated filer  x
(Do not check if a
smaller reporting company) Small reporting company  ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer) ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Note	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
8 1/4 % Senior Notes due 2017	$253,378,000	100%	$253,378,000	$18,066(4)
8 1/4 % Senior Notes due 2018	$250,000,000	100%	$250,000,000	$17,825
Guarantees of 8 1/4% Senior Notes due 2017(2)	N/A(3)	(3)	(3)	(3)
Guarantees of 8 1/4% Senior Notes due 2018(2)	N/A(3)	(3)	(3)	(3)

(1) Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”).

(2) See inside facing page for additional registrant guarantors.

(3) Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

(4) Previously paid.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrant Guarantors

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor’s Principal Executive Offices
Graham Packaging Holdings Company	Pennsylvania	23-2553000	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
GPC Sub GP LLC	Delaware	23-2952400	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging Latin America, LLC	Delaware	23-2946827	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging Poland, L.P.	Pennsylvania	23-2855283	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Recycling Company, L.P.	Pennsylvania	23-2636186	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging France Partners	Pennsylvania	23-2850220	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging West Jordan, LLC	Utah	04-3642518	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging Acquisition Corp.	Delaware	75-3168236	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging Plastic Products Inc.	Delaware	95-2097550	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging PET Technologies Inc.	Delaware	06-1088896	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging Regioplast STS Inc.	Delaware	34-1743397	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging International Plastic Products Inc.	Delaware	34-1880159	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging Leasing USA LLC	Delaware	61-1216682	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging Comerc USA LLC	Delaware	61-1216688	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging Controllers USA LLC	Delaware	61-1216684	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging Technological Specialties LLC	Delaware	61-1216686	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging Minster LLC	Ohio	56-2595198	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500

GPACSUB LLC	Delaware	26-1127569	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging GP Acquisition LLC	Delaware	27-3420526	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging LP Acquisition LLC	Delaware	27-3420362	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
CPG-L Holdings, Inc.	Delaware	36-3735726	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Liquid Container Inc.	Delaware	36-3735721	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging LC, L.P.	Delaware	36-3735725	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging PX Holding Corporation	Delaware	59-1748223	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging PX, LLC	California	95-3585385	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging PX Company	California	95-3571918	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
WCK-L Holdings, Inc.	Delaware	36-3735728	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 4, 2010

PRELIMINARY PROSPECTUS

Graham Packaging Company, L.P.

GPC Capital Corp. I

Offers to Exchange

$253,378,000 aggregate principal amount of their 8 ¹/4% Senior Notes due 2017 and $250,000,000 aggregate principal amount of their 8 ¹/4% Senior Notes due 2018 (collectively, the “exchange notes”), each of which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of their outstanding unregistered 8 ¹/4% Senior Notes due 2017 that were issued in a private offering on November 24, 2009 and for any and all of their outstanding unregistered 8 ¹/4% Senior Notes due 2018 that were issued in a private offering on September 23, 2010 (collectively, the “outstanding unregistered notes”), respectively (such transactions, collectively, the “exchange offers”).

We are conducting the exchange offers in order to provide you with an opportunity to exchange your unregistered notes for freely tradable notes that have been registered under the Securities Act.

The Exchange Offers

• We will exchange all outstanding unregistered notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable.

• You may withdraw tenders of outstanding unregistered notes at any time prior to the expiration date of the exchange offers.

• The exchange offers expire at 12:00 a.m. midnight, New York City time, on                     , 2010, unless extended. We do not currently intend to extend the expiration date.

• The exchange of outstanding unregistered notes for exchange notes in the exchange offers will not be a taxable event for United States federal income tax purposes.

• The terms of the exchange notes to be issued in the exchange offers are substantially identical to the outstanding unregistered notes, except that the exchange notes will be freely tradable.

Results of the Exchange Offers

• The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the exchange notes on a national market.

All untendered outstanding unregistered notes will continue to be subject to the restrictions on transfer set forth in the outstanding unregistered notes and in the indentures. In general, the outstanding unregistered notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, we do not currently anticipate that we will register the outstanding unregistered notes under the Securities Act.

See “Risk Factors” beginning on page 15 for a discussion of certain risks that you should consider before participating in the exchange offers.

Broker-dealers who receive the exchange notes pursuant to the exchange offers acknowledge that they will deliver a prospectus in connection with any resale of such exchange notes. Broker-dealers who acquired the outstanding unregistered notes as a result of market-making or other trading activities may use this prospectus for the exchange offers as supplemented or amended, in connection with resales of the exchange notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offers or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2010.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. The prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information not contained herein. If you receive any other information, you should not rely on it. We are not making an offer of these securities in any state where the offer is not permitted.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	15
Use of Proceeds	31
Unaudited Pro Forma Condensed Consolidated Financial Information	32
Selected Historical Financial Data	52
Management’s Discussion and Analysis of Financial Condition and Results of Operations	55
Business	82
Management	94
Executive Compensation	99
Transactions with Related Persons	122
Description of Other Indebtedness	130
The Exchange Offers	134
Description of 2017 Senior Notes	145
Description of 2018 Senior Notes	195
Material U.S. Federal Income Tax Considerations	245
Certain ERISA Considerations	246
Plan of Distribution	248
Legal Matters	249
Experts	250
Where You Can Find More Information	251
Index to Consolidated Financial Statements	F-1

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MARKET DATA, INDUSTRY FORECASTS AND SIMILAR INFORMATION

Market data and certain industry forecasts used herein were obtained from internal surveys, market research, publicly available information and industry publications. While we believe that market research, publicly available information and industry publications we use are reliable, we have not independently verified market and industry data from third-party sources. Moreover, while we believe our internal surveys are reliable, they have not been verified by any independent source.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of historical facts included in this prospectus, including statements regarding our future financial position, economic performance and results of operations, as well as our business strategy, budgets and projected costs and plans and objectives of management for future operations, and the information referred to under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “continue” or “outlook” or similar terminology. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, we also disclaim any obligation to update our view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this prospectus. Important factors that could cause actual results to differ materially from our expectations include, without limitation:

• our ability to successfully integrate Liquid Container’s business into ours;

• our ability to successfully achieve estimated future cost savings expected to be realized from the Liquid Container Acquisition (as defined herein) or future acquisitions;

• increased competition in our industry which could lead to a decline in prices of plastic packaging;

• our ability to develop product innovations and improve our production technology and expertise;

• infringement of our proprietary technology;

• our dependence on significant customers and the risk of loss of any of those customers;

• customers not purchasing amounts under requirements contracts that meet our expectations;

• our exposure to fluctuations in resin prices and our dependence on resin supplies;

• risks associated with our international operations;

• our recovery of the carrying value of our long-lived assets;

• our realization of the carrying value and the potential impairment of our goodwill and other identifiable intangible assets;

• our dependence on key management and the material adverse effect that could result from the loss of their services;

• our ability to successfully integrate our business with those of other businesses that we may acquire;

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• risks associated with a significant portion of our employees being covered by collective bargaining agreements;

• our dependence on additional blow molding equipment in order to be able to expand our operations;

• risks associated with environmental regulation and liabilities;

• our recent net losses;

• payments to the Graham Family (as defined below) and pre-initial public offering stockholders of GPC (as defined below) for certain tax benefits GPC may claim;

• the possibility that the interests of Blackstone (as defined below) will conflict with ours;

• our indebtedness, which could adversely affect our cash flow and our ability to operate and grow our business;

• that despite our current levels of indebtedness, we may incur additional debt in the future, which could increase the risks associated with our leverage;

• the terms of our debt instruments, which restrict the manner in which we conduct our business and may limit our ability to implement elements of our business strategy;

• our inability to renew or replace our debt facilities on favorable terms or at all; and

• the acquisition of voting power in our company greater than the voting power owned by Blackstone may trigger an event of default under our credit agreement and change of control purchase obligation under our notes.

All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you.

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PROSPECTUS SUMMARY

This summary highlights certain significant aspects of our business and this offering, but it is not complete and does not contain all of the information that you should consider before making your investment decision. You should carefully read the entire prospectus, including the information presented under the section entitled “Risk Factors” and the historical financial data and related notes, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements as a result of factors such as those set forth in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Unless the context otherwise requires, all references herein to the “Company,” “we,” “our” or “us” refer to Graham Packaging Holdings Company (“Holdings”) and its subsidiaries including, since our acquisition of Liquid Container, Liquid Container’s Entities and their subsidiaries (as such terms are defined under “—Recent Developments”). All references herein to “GPC” refer to Graham Packaging Company Inc. (formerly known as BMP/Graham Holdings Corporation), a public company with common stock listed on the New York Stock Exchange and traded under the symbol “GRM.” All references herein to the “Operating Company” refer to Graham Packaging Company, L.P., a wholly-owned subsidiary of Holdings. All references herein to “CapCo I” refer to GPC Capital Corp. I, a wholly-owned subsidiary of the Operating Company. All references herein to “Liquid Container” refer to Graham Packaging LC, L.P. (formerly known as Liquid Container L.P.) and its subsidiaries. All references herein to “Blackstone” refer to The Blackstone Group L.P. and its affiliates. All references herein to the “Graham Family” refer to GPC Holdings L.P. and its affiliates or other entities controlled by Donald C. Graham and his family. Unless the context otherwise requires, all references herein to the “Board” refer to the board of directors of Graham Packaging Company Inc. All references herein to “on a pro forma basis” or “pro forma” mean after giving effect to the Transactions (as described under “—Recent Developments”).

Our Company

We are a worldwide leader in the design, manufacture and sale of value-added, custom blow molded plastic containers for branded consumer products. We operate in product categories where customers and end users value the technology and innovation that our custom plastic containers offer as an alternative to traditional packaging materials such as glass, metal and paperboard. We selectively pursue opportunities where we can leverage our technology portfolio to continue to drive the trend of conversion to plastic containers from other packaging materials. Our customers include leading multi-national and regional blue-chip consumer product companies that seek customized, sustainable plastic container solutions in diverse and stable end markets, such as the food and beverage and the household consumer products markets. We believe we are well-positioned to meet the evolving needs of our customers who often use our technology to differentiate their products with value-added design and performance characteristics such as smooth-wall panel-less bottles, unique pouring and dispensing features, multilayer bottles incorporating barrier technologies to extend shelf life, and ultra lightweight bottles with “hot-fill” capabilities that allow containers to be filled at high temperatures.

We believe we have the number one market share positions in North America for hot-fill juices, sports drinks/isotonics, yogurt drinks, liquid fabric care, dish detergents, hair care, skin care and certain other products. For the year ended December 31, 2009, approximately 90% of our net sales from continuing operations were realized in these product categories. We do not participate in markets where technology is not a differentiating factor, such as the carbonated soft drink or bottled water markets.

Our value-added products are supported by more than 1,000 issued or pending patents. We strive to provide the highest quality products and services to our customers, while remaining focused on operational excellence and continuous improvement. These priorities help to reduce our customers’ costs, while also maximizing our financial performance and cash flow. As of June 30, 2010, we had a network of 82 manufacturing facilities (and

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have since acquired a manufacturing facility in Guangzhou, China) through which we supply our customers. Approximately one-third of these 82 manufacturing facilities are located on site at our customers’ plants. The vast majority of our sales are made pursuant to long-term customer contracts that include the pass-through of the cost of plastic resin, as well as mechanisms for the pass-through of certain other manufacturing costs.

Collectively, our product portfolio, technologies, end markets and operations all contribute to our industry-leading margins and strong cash flow.

On September 23, 2010, we acquired the Liquid Container Entities, which we view as strategically important to us. Liquid Container is a custom blow molded plastic container manufacturer based in West Chicago, Illinois, that primarily services food and household product categories. In the food category, Liquid Container produces packaging for peanut butter, mayonnaise, coffee, creamer, cooking oil, nuts, instant drink mixes, and other food items. The household category consists of containers for bleach, laundry detergent, spray cleaners, automotive cleaning products, drain cleaners, and other consumer-based household products. Liquid Container utilizes high density polyethylene (“HDPE”), polyethylene teraphthalate (“PET”), and polypropylene resins to manufacture their containers. Liquid Container employs approximately 1,000 employees in its 14 non-union plants located across the United States. Seven of the plants are “near sites,” operating within a few miles of their customers’ production facilities. For the year ended December 31, 2009, on a pro forma basis for the Transactions, we would have generated net sales of approximately $2,626.5 million. See “—Unaudited Pro Forma Condensed Consolidated Financial Information.”

Our Markets

We supply plastic containers to a significant number of end markets and geographies. Our products provide differentiated packaging for consumer products that help address basic needs such as nutrition, hygiene and home care. The end markets we supply are generally characterized by stable, long-term demand trends that are relatively insulated from economic cycles.

In our food and beverage product category, which represented 61.0% of our net sales from continuing operations for the year ended December 31, 2009, we produce containers for a broad array of end markets that have accepted plastic as the preferred packaging material, such as the markets for juices and juice drinks, yogurt drinks, teas, sports drinks/isotonics and vitamin enhanced waters, as well as snacks, liquor, toppings, jellies and jams. Based on our knowledge and experience in the industry, our focus on markets which are likely to convert to plastic and the technology and innovation we bring to our customers and our current market position, we believe we are strategically positioned to benefit from the considerable market opportunity that remains in categories yet to convert, or that are in the early stages of conversion, to plastic containers, including beer, sauces, salsas and nutritional products.

In addition, we supply the household, personal care/specialty and automotive lubricants product categories, which represented 18.6%, 7.6% and 12.8%, respectively, of our net sales from continuing operations for the year ended December 31, 2009. We produce containers for liquid fabric care, dish care, hard-surface cleaners, hair care, skin care and oral care products, as well as automotive lubricants.

For the year ended December 31, 2009, we generated approximately 86% of our net sales from continuing operations in North America. We have a meaningful international presence, and we expect to continue to grow alongside our multi-national customers as they expand into new geographies. We are well-positioned through our existing international locations, customer partnerships and joint ventures to take advantage of emerging demand trends in markets such as Latin America, Eastern Europe, India and the rest of Asia. These markets offer compelling opportunities for our custom plastic containers due to changing consumption patterns, increasing penetration rates of packaged goods and emerging consumer bases.

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Corporate History and Information

The predecessor to Graham Packaging Holdings Company, controlled by the predecessors of the Graham Family, was formed in the mid-1970s as a regional domestic custom plastic container supplier. Graham Packaging Holdings Company was formed under the name “Sonoco Graham Company” on April 3, 1989, as a Pennsylvania limited partnership. It changed its name to “Graham Packaging Company” on March 28, 1991, and to “Graham Packaging Holdings Company” on February 2, 1998. The primary business activity of Graham Packaging Holdings Company is its direct and indirect ownership of 100% of the partnership interests in the Operating Company. The Operating Company was formed under the name “Graham Packaging Holdings I, L.P.” on September 21, 1994, as a Delaware limited partnership and changed its name to “Graham Packaging Company, L.P.” on February 2, 1998, in connection with the 1998 recapitalization. On October 7, 2004, we acquired the blow molded plastic container business of Owens-Illinois, Inc. (“O-I Plastic”), which essentially doubled our size. Our operations have included the operations of O-I Plastic since the acquisition date.

GPC was incorporated in Delaware under the name “BMP/Graham Holdings Corporation” on November 5, 1997 in connection with the recapitalization transaction in which Blackstone, management and other investors became the indirect holders of 85.0% of the partnership interests of Graham Packaging Holdings Company, which was completed on February 2, 1998. GPC is a holding company whose only material assets are the direct ownership of an 87.9% limited partnership interest in Graham Packaging Holdings Company and 100% of the limited liability company interests of BCP/Graham Holdings L.L.C. (“BCP”), which holds a 2.9% general partnership interest in Graham Packaging Holdings Company. GPC changed its name to “Graham Packaging Company Inc.” on December 10, 2009. GPC completed the initial public offering of its common stock on February 17, 2010, in which it issued 16,666,667 common shares and raised net proceeds of approximately $150.0 million, and, on March 16, 2010, GPC completed its sale of additional common shares offered to the underwriters in the IPO and received approximately $14.7 million in net proceeds. GPC’s common stock is listed on the New York Stock Exchange and is traded under the symbol “GRM.”

Our principal executive offices are located at 2401 Pleasant Valley Road, York, Pennsylvania 17402, telephone (717) 849-8500. Graham Packaging Holdings Company and its parent company Graham Packaging Company Inc. file annual, quarterly and current reports and other information with the Securities and Exchange Commission (the “SEC”). Those filings with the SEC are, and will continue to be, available to the public on the SEC’s website at http://www.sec.gov. Those filings are, and will continue to be, also available to the public on, or accessible through, our corporate web site at http://www.grahampackaging.com. The information contained on our website or that can be accessed through our website neither constitutes part of this prospectus nor is incorporated by reference herein.

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Ownership and Corporate Structure

The chart below summarizes our ownership and corporate structure as of June 30, 2010, on a pro forma basis for the Transactions.

(1) Holdings (together with certain existing and future subsidiaries of the Operating Company, including Liquid Container and its subsidiaries, the “guarantors”) guarantees the 2017 Senior Notes and the 2018 Senior Notes on a senior unsecured basis. Holdings and the other guarantors also guarantee on a senior secured basis our senior secured credit agreement, which consists of term loans, including the new Term Loan D, and a revolving credit facility, and guarantee on an unsecured senior subordinated basis our senior subordinated notes. As of June 30, 2010, on a pro forma basis for the Transactions, our senior secured credit agreement consisted of (i) a $1,038.1 million senior secured term loan due April 5, 2014 (“Term Loan C”) ($1,022.8 million outstanding with a $15.3 million remaining unamortized discount to be included as interest expense as the Term Loan C matures), (ii) a $260.0 million senior secured revolving credit facility (“senior secured revolving credit facility”) (of which $135.2 million of commitments will mature on October 7, 2010 and $124.8 million of commitments will mature on October 1, 2013), and (iii) the new $913.1 million senior secured Term Loan D due September 23, 2016 ($906.3 million outstanding with a $6.8 million unamortized discount to be included as interest expense as the Term Loan D matures).

(2) The Operating Company is a co-issuer of the 2017 Senior Notes and the 2018 Senior Notes. The Operating Company is also a co-borrower under our senior secured credit agreement and a co-issuer of our existing senior subordinated notes.

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(3) CapCo I is a co-issuer of the 2017 Senior Notes and the 2018 Senior Notes. CapCo I is also a co-borrower under our senior secured credit agreement and a co-issuer of our existing senior subordinated notes.

(4) $260.0 million senior secured revolving credit facility, $124.8 million (or 48% of total commitments) of which will mature on October 1, 2013, with the remaining $135.2 million maturing on October 7, 2010. As of June 30, 2010, on a pro forma basis for the Transactions, $249.8 million was available for borrowing under this facility, after giving effect to $10.2 million of outstanding letters of credit.

(5) On a pro forma basis for the Transactions, consists of (i) $1,038.1 million aggregate principal amount of Term Loan C due April 5, 2014 ($1,022.8 million outstanding as of June 30, 2010 with a $15.3 million remaining unamortized discount to be included as interest expense as the Term Loan C matures), and (ii) the new $913.1 million aggregate principal amount of Term Loan D due six years from the closing date of the Transactions ($906.3 million outstanding with a $6.8 million unamortized discount to be included as interest expense as the Term Loan D matures). See “Description of Other Indebtedness.”

(6) $253.4 million of senior unsecured notes due 2017, which were issued at a $3.2 million discount that is being amortized and included in interest expense as the notes mature. These outstanding unregistered notes are being exchanged for registered notes in these offerings.

(7) $250.0 million of senior unsecured notes due 2018, which were issued at par. These outstanding unregistered notes are being exchanged for registered notes in these offerings.

(8) $375.0 million of 9.875% senior subordinated unsecured notes due 2014.

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Recent Developments

On July 1, 2010, we acquired China Roots Packaging PTE Ltd. (“China Roots”), a plastic container manufacturing company located in Guangzhou, China. We had previously signed a Share Purchase Agreement to acquire from PCCS Group Berhad, a Malaysian company, 100% of the shares of Roots Investment Holding Private Limited, which is the sole equity holder of China Roots. China Roots manufactures plastic containers and closures for food, health care, personal care and petrochemical products. Its customers include several global consumer product marketers. In 2009, China Roots’ sales were approximately $16.3 million.

On September 23, 2010, we acquired the Liquid Container Entities (as defined below) from each of Liquid Container’s limited partners (the “Liquid Container Limited Partners”) and each of the stockholders (the “Stockholders”) 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.” We purchased all the shares from the Stockholders and all of the limited partnership units from the Liquid Container Limited Partners (collectively, the “Liquid Container Acquisition”) for a purchase price of $568.0 million plus cash on hand, minus certain indebtedness and including a preliminary net working capital adjustment.

In connection with the Liquid Container Acquisition, on September 23, 2010, we issued the 8.25% senior notes due 2018 in the aggregate amount of $250.0 million (the “2018 Senior Notes”).

On September 23, 2010, we also entered into a new $913.1 million aggregate principal amount term loan facility under our existing senior secured credit agreement, maturing on September 23, 2016 (“Term Loan D”). The Term Loan D was issued with a $6.8 million offering discount, which will be amortized and included as interest expense over the life of the term loan. We used $347.4 million borrowed under the Term Loan D to finance the Liquid Container Acquisition and $558.9 million, plus existing cash, to repay in full the amount outstanding under the Term Loan B of our senior secured credit agreement (the “Refinancing”).

In connection with the Liquid Container Acquisition, we were also required to pay existing indebtedness of the Liquid Container Entities, including accrued interest, then outstanding, in the amount of approximately $193.7 million. As of June 30, 2010, of this amount, approximately $7.1 million remains outstanding and will be repaid in the fourth quarter of 2010.

The Liquid Container Acquisition, the related borrowings under the Term Loan D, the issuance of the 2018 Senior Notes, the repayment of the Liquid Container Entities’ existing indebtedness, the Refinancing and the payment of related fees and expenses are collectively referred to in this prospectus as the “Transactions.” For a more detailed description of the sources and uses for the Transactions, see “Unaudited Pro Forma Condensed Consolidated Financial Information.”

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The Exchange Offers

In this prospectus, the term “outstanding unregistered notes” refers to the $253.4 million aggregate principal amount of 8 ¹/4% Senior Notes due 2017 that were issued in a private offering on November 24, 2009 and the $250.0 million aggregate principal amount of 8 ¹/4% Senior Notes due 2018 that were issued in a private offering on September 23, 2010. The term “exchange notes” refers to the $253.4 million aggregate principal amount of 8 ¹/4% Senior Notes due 2017 and the $250.0 million aggregate principal amount of 8 ¹/4 % Senior Notes due 2018, each of which have been registered under the Securities Act. The term “notes” refers collectively to the outstanding unregistered notes and the exchange notes.

General In connection with the private offerings, the Operating Company and CapCo I and the guarantors of the outstanding unregistered notes entered into registration rights agreements with the initial purchasers in which they agreed, among other things, to use their reasonable best efforts to deliver this prospectus to you and to complete the exchange offers within 365 days after the date of each original issuance of the outstanding unregistered notes. You are entitled to exchange in the exchange offers your outstanding unregistered notes for the exchange notes which are identical in all material respects to the outstanding unregistered notes except:

• the exchange notes have been registered under the Securities Act;

• the exchange notes are not entitled to any registration rights which are applicable to the outstanding unregistered notes under the registration rights agreements; and

• the liquidated damages provisions of the registration rights agreements are no longer applicable.

The Exchange Offers The Operating Company and CapCo I are offering to exchange $253.4 million aggregate principal amount of 8 ¹/4% Senior Notes due 2017 which have been registered under the Securities Act for any and all of the outstanding unregistered 8 ¹/4% Senior Notes due 2017, and $250.0 million aggregate principal amount of 8 ¹/4 % Senior Notes due 2018 which have been registered under the Securities Act for any and all of the outstanding unregistered 8 ¹/4% Senior Notes due 2018.

You may only exchange outstanding unregistered notes in denominations of $2,000 and integral multiples of $1,000, in excess thereof.

Resale Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offers in exchange for outstanding unregistered notes may be offered for resale, resold and otherwise transferred by you (unless you are our “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act; provided that:

• you are acquiring the exchange notes in the ordinary course of your business; and

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• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.

If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding unregistered notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”

Any holder of outstanding unregistered notes who:

• is our affiliate;

• does not acquire exchange notes in the ordinary course of its business; or

• tenders its outstanding unregistered notes in the exchange offers with the intention to participate, or for the purpose of participating, in a distribution of exchange notes cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated available July 2, 1993, or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

Expiration Date The exchange offers will expire at 12:00 a.m. midnight, New York City time, on                     , 2010, unless extended by the Operating Company and CapCo I. The Operating Company and CapCo I do not currently intend to extend the expiration date.

Withdrawal You may withdraw the tender of your outstanding unregistered notes at any time prior to the expiration of the exchange offers. The Operating Company and CapCo I will return to you any of your outstanding unregistered notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offers.

Conditions to the Exchange Offers The exchange offers are subject to customary conditions, which the Operating Company and CapCo I may waive. See “The Exchange Offers—Conditions to the Exchange Offers.”

Procedures for Tendering Outstanding Unregistered Notes If you wish to participate in the exchange offers, you must complete, sign and date the applicable accompanying letter of transmittal, or a facsimile of such letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must

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then mail or otherwise deliver the applicable letter of transmittal, or a facsimile of such letter of transmittal, together with the outstanding unregistered notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.

If you hold outstanding unregistered notes through The Depository Trust Company (“DTC”) and wish to participate in the exchange offers, you must comply with the Automated Tender Offer Program procedures of DTC by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:

• you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;

• you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;

• you are acquiring the exchange notes in the ordinary course of your business; and

• if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding unregistered notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.

Special Procedures for Beneficial Owners If you are a beneficial owner of outstanding unregistered notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding unregistered notes in the exchange offers, you should contact the registered holder promptly and instruct the registered holder to tender those outstanding unregistered notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the applicable letter of transmittal and delivering your outstanding unregistered notes, either make appropriate arrangements to register ownership of the outstanding unregistered notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

Guaranteed Delivery Procedures If you wish to tender your outstanding unregistered notes and they are not immediately available or you cannot deliver them, the applicable letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC’s Automated Tender Offer Program for transfer of book-entry interests, prior to the expiration date, you must tender your outstanding unregistered notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offers—Guaranteed Delivery Procedures.”

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Effect on Holders of Outstanding Unregistered Notes As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding unregistered notes pursuant to the terms of the exchange offers, the Operating Company and CapCo I and the guarantors of the notes will have fulfilled a covenant under the registration rights agreements. Accordingly, there will be no increase in the interest rate on the outstanding unregistered notes under the circumstances described in the registration rights agreements. If you do not tender your outstanding unregistered notes in the exchange offers, you will continue to be entitled to all the rights and limitations applicable to the outstanding unregistered notes as set forth in the indentures; however, the Operating Company and CapCo I and the guarantors of the notes will not have any further obligation to you to provide for the exchange and registration of the outstanding unregistered notes under the registration rights agreements. To the extent that the outstanding unregistered notes are tendered and accepted in the exchange offers, the trading market for the outstanding unregistered notes could be adversely affected.

Consequences of Failure to Exchange All untendered outstanding unregistered notes will continue to be subject to the restrictions on transfer set forth in the outstanding unregistered notes and in the indentures. In general, the outstanding unregistered notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, the Operating Company and CapCo I and the guarantors of the notes do not currently anticipate that they will register the outstanding unregistered notes under the Securities Act.

Material U.S. Federal Income Tax Considerations The exchange of outstanding unregistered notes in the exchange offers will not be a taxable event for United States federal income tax purposes. See “Material U.S. Federal Income Tax Considerations.”

Use of Proceeds We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offers. See “Use of Proceeds.”

Exchange Agent The Bank of New York Mellon is the exchange agent for the exchange offers. The addresses and telephone numbers of the exchange agent are set forth under the “The Exchange Offers—Exchange Agent” section.

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The Exchange Notes

The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of 2017 Senior Notes” and the “Description of 2018 Senior Notes” sections of this prospectus contain a more detailed description of the terms and conditions of the outstanding unregistered notes and the exchange notes. The exchange notes will have terms identical in all material respects to the outstanding unregistered notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreements.

Issuers Graham Packaging Company, L.P. and GPC Capital Corp. I, a wholly-owned subsidiary of Graham Packaging Company, L.P.

Notes Offered $253.4 million aggregate principal amount of 8¹/ ₄% Senior Notes due 2017 (the “2017 Senior Notes”) and $250.0 million aggregate principal amount of 8 ¹/4% Senior Notes due 2018 (the “2018 Senior Notes”).

Maturity Dates The 2017 Senior Notes will mature on January 1, 2017 and the 2018 Senior Notes will mature on October 1, 2018.

Interest Payment Dates Interest on the 2017 Senior Notes will be payable in cash on January 1 and July 1 of each year, beginning on July 1, 2010, and interest on the 2018 Senior Notes will be payable in cash on April 1 and October 1 of each year, beginning on April 1, 2011.

Guarantees Graham Packaging Holdings Company and certain of Graham Packaging Company, L.P.’s subsidiaries, including Liquid Container and its subsidiaries, will guarantee the exchange notes on a senior unsecured basis. Additionally, each of our subsidiaries that guarantees obligations under our Senior Secured Credit Agreement, including the new Term Loan D, in the future will guarantee the notes on a senior basis.

On a pro forma basis for the Transactions, our non-guarantor subsidiaries would have accounted for $258.2 million, or 18.1%, of our net sales and $30.7 million, or 26.8%, of our cash flows from operations for the six months ended June 30, 2010, and $470.0 million, or 17.2%, of our assets and $139.5 million, or 4.2%, of our liabilities as of June 30, 2010.

Ranking The exchange notes will be the issuers’ senior unsecured obligations and will:

• rank equally in right of payment to all of the issuers’ existing and future senior indebtedness, including our senior secured credit facilities;

• rank senior in right of payment to all of the issuers’ existing and future senior subordinated indebtedness and subordinated indebtedness, including our existing senior subordinated notes; and

• be effectively subordinated in right of payment to the issuers’ secured indebtedness (including obligations under the senior secured credit facilities) to the extent of the value of the assets securing such indebtedness.

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Similarly, the exchange note guarantees will be senior unsecured obligations of the guarantors and will:

• rank equally in right of payment to all of the applicable guarantor’s existing and future senior indebtedness;

• rank senior in right of payment to all of the applicable guarantor’s existing and future senior subordinated indebtedness and subordinated indebtedness, including our existing senior subordinated notes; and

• be effectively subordinated in right of payment to all of the applicable guarantor’s existing and future secured indebtedness (including the applicable guarantor’s guarantee under the senior secured credit facilities), to the extent of the value of the assets securing such indebtedness, and be structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor.

As of June 30, 2010, on a pro forma basis after giving effect to the Transactions, the notes and related guarantees would have ranked:

(i) equally in right of payment with $2,193.4 million aggregate principal amount of senior indebtedness (which is net of $25.2 million remaining unamortized discounts to be included as interest expense as the senior indebtedness matures and of which $1,943.1 million would have been secured);

(ii) effectively junior in right of payment to $1,943.1 million aggregate principal amount of senior secured indebtedness (which is net of $22.1 million remaining unamortized discounts to be included as interest expense as the senior secured indebtedness matures and includes $13.8 million of secured capital leases and $0.2 million of other secured debt); and

(iii) structurally subordinated to $15.6 million aggregate principal amount of indebtedness of our non-guarantor subsidiaries.

In addition, we would have had $249.8 million of availability under our senior secured revolving credit facility, all of which availability would be secured if borrowed and effectively senior to the notes and guarantees offered hereby. See “Description of Other Indebtedness.”

Optional Redemption The issuers may redeem some or all of the 2017 Senior Notes at any time prior to January 1, 2014 at a price equal to 100% of the principal amount of the exchange notes plus a “make-whole” premium and accrued and unpaid interest and additional interest, if any, to the date of redemption, as set forth under “Description of 2017 Senior Notes—Optional Redemption.”

The issuers may redeem some or all of the 2018 Senior Notes at any time prior to October 1, 2014 at a price equal to 100% of the principal amount of the exchange notes plus a “make-whole” premium and

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accrued and unpaid interest and additional interest, if any, to the date of redemption, as set forth under “Description of 2018 Senior Notes—Optional Redemption.”

Additionally, the issuers may redeem the 2017 Senior Notes, in whole or in part, at any time on and after January 1, 2014 at the redemption prices set forth under “Description of 2017 Senior Notes—Optional Redemption,” and the issuers may redeem the 2018 Senior Notes, in whole or in part, at any time on and after October 1, 2014 at the redemption prices set forth under “Description of 2018 Senior Notes—Optional Redemption.”

The issuers may redeem up to 40% of the 2017 Senior Notes on or prior to January 1, 2013 from the proceeds of certain equity offerings at 108.250% of the principal amount of the exchange notes, plus accrued and unpaid interest and additional interest, if any, to the date of redemption. See “Description of 2017 Senior Notes—Optional Redemption,” and the issuers may redeem up to 40% of the 2018 Senior Notes on or prior to October 1, 2013 from the proceeds of certain equity offerings at 108.250% of the principal amount of the exchange notes, plus accrued and unpaid interest and additional interest, if any, to the date of redemption. See “Description of 2018 Senior Notes—Optional Redemption.”

Change of Control Offer Upon the occurrence of a change of control, you will have the right, as holders of the exchange notes, to require the issuers to repurchase some or all of your exchange notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. See “Description of 2017 Senior Notes—Repurchase at the Option of Holders—Change of Control,” and “Description of 2018 Senior Notes—Repurchase at the Option of Holders—Change of Control.”

Certain Covenants The indentures governing the exchange notes contain covenants limiting, among other things, the issuers’ ability and the ability of its restricted subsidiaries to:

• incur additional indebtedness;

• pay dividends on or make other distributions or repurchase capital stock;

• make certain investments;

• enter into certain types of transactions with affiliates;

• limit dividends or other payments by restricted subsidiaries;

• use assets as security in other transactions; and

• sell certain assets or merge with or into other companies.

These covenants are subject to important exceptions and qualifications. See “Description of 2017 Senior Notes” and “Description of 2018 Senior Notes.”

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Public Market The exchange notes will be freely transferrable. Affiliates of the initial purchasers have advised us that they intend to make a market in the notes and the exchange notes, as permitted by applicable laws and regulations; however, they are not obligated to make a market in any of the notes, and they may discontinue their market making activities at any time without notice. Therefore, an active market for any of the notes may not develop or, if developed, may not continue. See “Risk Factors—Risks Related to the Exchange Notes—Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the exchange notes.”

CUSIP Numbers Holders that exchange the outstanding unregistered 2017 Senior Notes will receive exchange notes that are expected to share a single CUSIP number with 2017 Senior Notes, and the 2017 Senior Notes and corresponding exchange notes are thereafter expected to be fungible. Holders that exchange the outstanding unregistered 2018 Senior Notes will receive exchange notes that are expected to share a single CUSIP number with the 2018 Senior Notes, and the 2018 Senior Notes and corresponding exchange notes are thereafter expected to be fungible.

Risk Factors

You should carefully consider all the information in this prospectus prior to exchanging your outstanding unregistered notes. In particular, we urge you to carefully consider the factors set forth under the heading “Risk Factors.”

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RISK FACTORS

You should carefully consider the following risks as well as the other information included in this prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes, before deciding to tender your outstanding unregistered notes in the exchange offers. If any of the events described below actually occurred, it could materially and adversely affect our business, financial condition or results of operations. In such a case, you may lose all or part of your original investment.

Unless the context indicates otherwise, when we refer to “we,” “us” and “our” for purposes of this section, we are referring to Graham Packaging Holdings Company and its subsidiaries combined with Liquid Container and its subsidiaries on a pro forma basis after giving effect to the Transactions.

Risks Related to the Exchange Offers

There may be adverse consequences if you do not exchange your outstanding unregistered notes.

If you do not exchange your outstanding unregistered notes for exchange notes in the exchange offers, you will continue to be subject to restrictions on transfer of your outstanding unregistered notes as set forth in the offering memorandum distributed in connection with each private offering of the outstanding unregistered notes. In general, the outstanding unregistered notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreements, we do not intend to register resales of the outstanding unregistered notes under the Securities Act. You should refer to “Prospectus Summary—The Exchange Offers” and “The Exchange Offers” for information about how to tender your outstanding unregistered notes.

The tender of outstanding unregistered notes under the exchange offers will reduce the outstanding amount of the outstanding unregistered notes, which may have an adverse effect upon, and increase the volatility of, the market price of the outstanding unregistered notes not exchanged in these exchange offers due to a reduction in liquidity.

Risks Related to the Exchange Notes

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the notes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, seek additional capital, restructure or refinance our indebtedness, including the notes, or sell assets. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The senior secured credit facilities, the indentures governing our existing notes and under which the exchange notes offered hereby will be issued restrict our ability to use the proceeds from asset sales. We may not be able to consummate those asset sales to raise capital or sell assets at prices that we believe are fair and proceeds that we do receive may not be adequate to meet any debt service obligations then due. In addition, any failure to make payments of interest

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and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. See “Description of Other Indebtedness—Senior Secured Credit Agreement,” “Description of Other Indebtedness—Indentures,” “Description of 2017 Senior Notes” and “Description of 2018 Senior Notes.”

Your right to receive payments on the notes is effectively junior to the right of lenders who have a security interest in our assets to the extent of the value of those assets.

The issuers’ obligations under the notes and the guarantors’ obligations under their guarantees of the notes are unsecured, but our obligations under our senior secured credit facilities and each guarantor’s obligations under its guarantee of the senior secured credit facilities are secured by Graham Packaging Holdings Company and certain of its domestic subsidiaries. If we are declared bankrupt or insolvent, or if we default under our senior secured credit facilities, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the notes, even if an event of default exists under the indentures governing the notes at such time. Furthermore, if the lenders foreclose and sell the pledged equity interests in any subsidiary guarantor under the notes, then that guarantor will be released from its guarantee of the notes automatically and immediately upon such sale. In any such event, because the notes will not be secured by any of our assets or the equity interests in subsidiary guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims in full. See “Description of Other Indebtedness.”

At June 30, 2010, on a pro forma basis for the Transactions, we would have had $2,834.0 million of total consolidated indebtedness, of which $1,943.1 million would have been secured (which is net of $25.2 million remaining unamortized discounts to be included as interest expense as the indebtedness matured). In addition, at June 30, 2010, on a pro forma basis for the Transactions, after taking into account letters of credit of $10.2 million, we would have had $249.8 million of revolving loan capacity under our senior secured credit facilities. Under our senior secured credit agreement, we also have available to us an uncommitted incremental loan facility in an amount of up to an additional $300.0 million. All of those borrowings could be secured, and as a result, would be effectively senior to the notes and the guarantees of the notes. We may incur additional secured indebtedness as permitted under our senior secured credit agreement and other existing instruments governing our indebtedness.

Claims of noteholders will be structurally subordinated to claims of creditors of our subsidiaries that do not guarantee the notes.

The notes are not guaranteed by any of the Operating Company’s non-U.S. subsidiaries, less than wholly-owned U.S. subsidiaries or certain other U.S. subsidiaries. Accordingly, claims of holders of the notes are structurally subordinated to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of these subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or creditors of us, including the holders of the notes.

As of June 30, 2010, on a pro forma basis for the Transactions, we would have had approximately $2,834.0 million of total consolidated indebtedness outstanding (which amount is net of $25.2 million remaining unamortized discounts to be included as interest expense as the indebtedness matures), approximately $15.6 million of which would have been indebtedness of non-guarantor subsidiaries that is structurally senior to the notes.

On a pro forma basis for the Transactions, our non-guarantor subsidiaries would have accounted for $258.2 million, or 18.1%, of our net sales, and $30.7 million, or 26.8%, of our cash flow from operations for the six months ended June 30, 2010, and $470.0 million, or 17.2% of our assets and $139.5 million, or 4.2%, of our liabilities as of June 30, 2010.

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Additional debt could reduce our ability to satisfy our obligations under the notes.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indentures governing our notes do not fully prohibit us or our subsidiaries from doing so.

Such debt may be secured, or may be incurred by our non-guarantor subsidiaries. If we incur any additional indebtedness that ranks equally with the notes, the holders of that debt will be entitled to share ratably with the holders of the notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us. This may have the effect of reducing the amount of proceeds paid to you. If new debt is added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness, including a default under the senior secured credit facilities or the indentures governing our other notes, that is not waived by the required lenders or the holders of those notes, as applicable, and the remedies sought by the lenders or the holders of such indebtedness, as applicable, could prevent us from paying principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including covenants in our senior secured credit facilities and the indentures governing our other notes), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness may be able to cause all of our available cash flow to be used to pay such indebtedness and, in any event, could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest; the lenders under our senior secured credit facilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our senior secured credit facilities and the holders of our other notes to avoid being in default. If we breach our covenants under our senior secured credit facilities or the indentures governing our other notes and seek a waiver, we may not be able to obtain a waiver from the required lenders and holders. If this occurs, we would be in default under our senior secured credit facilities or the indentures governing our other notes, in which case the lenders or holders, as applicable, could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation. See “Description of Other Indebtedness—Senior Secured Credit Agreement,” “Description of Other Indebtedness—Indentures,” “Description of 2017 Senior Notes” and “Description of 2018 Senior Notes.”

The issuers may not be able to repurchase the notes upon a change of control.

Upon the occurrence of specific kinds of change of control events, the issuers will be required to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest, unless such notes have been previously called for redemption. The source of funds for any such purchase of the notes will be our available cash or cash generated from our subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the notes upon a change of control because we may not have sufficient financial resources to purchase all of the notes that are tendered upon a change of control. Further, we will be contractually restricted under the terms of our senior secured credit facilities and the indentures governing our other notes from repurchasing all of the notes tendered by holders upon a change of control. Accordingly, we may not be able to satisfy our obligations to purchase the notes unless we are able to refinance or obtain waivers under our senior secured credit facilities and the indentures governing our other notes. The issuers’ failure to repurchase the notes upon a change of control would cause a default under the indenture governing the notes and a cross default under the senior secured credit facilities and the indentures

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governing our other notes. See “Description of 2017 Senior Notes—Repurchase at the Option of Holders—Change of Control” and “Description of 2018 Senior Notes—Repurchase at the Option of Holders—Change of Control.” The senior secured credit facilities also provide that a change of control will be a default that permits lenders to accelerate the maturity of borrowings thereunder. Any of our future debt agreements may contain similar provisions.

Courts interpreting change of control provisions under New York law (which is the governing law of the indentures governing the notes) have not provided clear and consistent meanings of such change of control provisions which leads to subjective judicial interpretation. In addition, a recent court case in Delaware has questioned whether a change of control provision contained in an indenture could be unenforceable on public policy grounds. No assurances can be given that another court would enforce the change of control provisions in our indentures as written for the benefit of the holders.

Federal and state fraudulent transfer laws may permit a court to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received and, if that occurs, you may not receive any payments on the notes.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the notes and the incurrence of any guarantees of the notes, including the guarantee by the guarantors entered into upon issuance of the notes and subsidiary guarantees (if any) that may be entered into thereafter under the terms of the indentures governing the notes. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the notes or guarantees could be voided as a fraudulent transfer or conveyance if (1) the issuers or any of the guarantors, as applicable, issued the notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (2) the issuers or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for either issuing the notes or incurring the guarantees and, in the case of (2) only, one of the following is also true at the time thereof:

• the issuers or any of the guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the notes or the incurrence of the guarantees;

• the issuance of the notes or the incurrence of the guarantees left the issuers or any of the guarantors, as applicable, with an unreasonably small amount of capital to carry on the business;

• the issuers or any of the guarantors intended to, or believed that the issuers or such guarantor would, incur debts beyond the issuers’ or such guarantor’s ability to pay such debts as they mature; or

• the issuers or any of the guarantors were a defendant in an action for money damages, or had a judgment for money damages docketed against it or such guarantor if, in either case, after final judgment, the judgment is unsatisfied.

A court would likely find that the issuers or a guarantor did not receive reasonably equivalent value or fair consideration for the notes or such guarantee if the issuers or such guarantor did not substantially benefit directly or indirectly from the issuance of the notes or the applicable guarantee. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds of that offering to make a dividend payment or otherwise retire or redeem equity securities issued by the debtor.

We cannot be certain as to the standards a court would use to determine whether or not the issuers or the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the guarantees would not be further subordinated to the issuers’ or any of its guarantors’ other debt. Generally, however, an entity would be considered insolvent if, at the time it incurred indebtedness:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets; or

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• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

If a court were to find that the issuance of the notes or the incurrence of the guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the notes or such guarantee or further subordinate the notes or such guarantee to presently existing and future indebtedness of the issuers or of the related guarantor, or require the holders of the notes to repay any amounts received with respect to such guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes. Further, the voidance of the notes could result in an event of default with respect to the issuers’ and its subsidiaries’ other debt that could result in acceleration of such debt.

If the guarantees were legally challenged, any guarantee could also be subject to the claim that, since the guarantee was incurred for the issuers’ benefit, and only indirectly for the benefit of the applicable guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantees, subordinate them to the applicable guarantor’s other debt or take other action detrimental to the holders of the notes.

Although each guarantee entered into by a subsidiary contains a provision intended to limit that guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect those guarantees from being voided under fraudulent transfer law, or may reduce that guarantor’s obligation to an amount that effectively makes its guarantee worthless. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to prohibit the guarantees.

Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the notes.

There is no established public market for the notes, and we do not intend to have the notes listed on a national securities exchange or included in any automated quotation system.

Affiliates of the initial purchasers have advised us that they intend to make a market in the notes and the exchange notes, as permitted by applicable laws and regulations; however, they are not obligated to make a market in any of the notes, and they may discontinue their market making activities at any time without notice. Therefore, an active market for any of the notes may not develop or, if developed, it may not continue. The liquidity of any market for the notes will depend upon the number of holders of the notes, our performance, the market for similar securities, the interest of securities dealers in making a market in the notes and other factors. A liquid trading market may not develop for the notes or any series of notes. If an active market does not develop or is not maintained, the price and liquidity of the notes may be adversely affected. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market, if any, for any of the notes or exchange notes may not be free from similar disruptions and any such disruptions may adversely affect the prices at which you may sell your notes. In addition, the notes may trade at a discount from their value on the date you acquired the notes, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

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Risks Related to Our Indebtedness

Our indebtedness could adversely affect our cash flow and our ability to operate and grow our business.

At June 30, 2010, on a pro forma basis for the Transactions, we would have had $2,834.0 million of total consolidated indebtedness outstanding (which is net of $25.2 million remaining unamortized discounts to be included as interest expense as the term loans and notes mature). In addition, at June 30, 2010, after taking into account letters of credit of $10.2 million, we would have had $249.8 million of revolving loan capacity under our senior secured credit facilities. Under our senior secured credit agreement, we also have available to us an uncommitted incremental loan facility in an amount of up to an additional $300.0 million and we may incur additional indebtedness as permitted under our senior secured credit agreement and other instruments governing our indebtedness.

A significant portion of our cash flow must be used to service our indebtedness (including the outstanding unregistered notes and the exchange notes) and is therefore not available to be used in our business. Our ability to generate cash flow is subject to general economic, financial, competitive, legislative, regulatory and other factors that may be beyond our control. In addition, a substantial portion of our indebtedness bears interest at floating rates. Our pro forma interest expense for the six months ended June 30, 2010 would have been $114.1 million. At June 30, 2010, on a pro forma basis for the Transactions, a one percentage point change in the interest rates for our variable-rate indebtedness would impact interest expense by an aggregate of approximately $9.2 million, excluding the impact of our interest rate collar and swap agreements and excluding our term loan C. Our term loan C balance of $1,038.1 million outstanding at June 30, 2010, has a LIBOR floor of 2.5%. If LIBOR rates exceed that floor, a one percentage point change in the interest rates could impact interest expense by an additional amount of approximately $10.4 million.

Our obligations in connection with our indebtedness could have important consequences. For example, they could:

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a significant portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, acquisitions, capital expenditures, and for other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• restrict us from making strategic acquisitions or exploiting business opportunities; and

• limit our ability to borrow additional funds.

Despite our current level of indebtedness, we may incur additional debt in the future, which could increase the risks associated with our substantial outstanding indebtedness.

We continually pursue organic growth and selectively evaluate and pursue acquisition opportunities and may incur additional indebtedness, including indebtedness under our senior secured credit facilities, to finance any such growth and acquisitions and to fund any resulting increased operating needs. If new debt is added to our current debt levels, the risks we now face related to our indebtedness could increase.

The terms of our debt instruments restrict the manner in which we conduct our business and may limit our ability to implement elements of our business strategy.

The instruments and agreements governing our indebtedness contain numerous covenants including financial and operating covenants, some of which are quite restrictive. These covenants affect, and in many respects limit, among other things, our ability to:

• incur additional debt;

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• create liens;

• consolidate, merge or sell assets;

• make certain capital expenditures;

• make certain advances, investments and loans;

• enter into certain transactions with affiliates;

• engage in any business other than the packaging business;

• pay dividends; and

• repurchase stock.

These covenants could restrict us in the pursuit of our business strategy. As of June 30, 2010, we were in compliance in all material respects with the covenants under the instruments and agreements governing our indebtedness.

We may not be able to renew or replace our senior secured revolving credit facility and our senior secured term loan facility, and we may obtain less favorable terms when we attempt to renew or replace them.

On a pro forma basis for the Transactions, approximately $1,022.8 million of the term loans under our senior secured credit agreement will mature on April 5, 2014 and $906.3 million will mature on September 23, 2016. On a pro forma basis for the Transactions, approximately 52% of total commitments of our senior secured revolving credit facility, or $135.2 million of commitments, will mature on October 7, 2010, with the remaining $124.8 million of commitments maturing on October 1, 2013.

We may not be able to renew or replace these facilities on favorable terms as they expire, or we may not be able to renew or replace them at all. As a result, we may incur higher borrowing costs and could have more stringent debt covenants. If financial market conditions deteriorate, our business and financial results could be materially and adversely affected.

In the event that a party acquires beneficial ownership representing voting power in Holdings greater than the voting power represented by the interests beneficially owned by Blackstone, it will trigger an event of default under our senior secured credit agreement.

In the event that a party acquires beneficial ownership representing voting power in Holdings greater than the voting power represented by the interests beneficially owned by Blackstone through shares of GPC’s common stock, an event of default under our senior secured credit agreement will be triggered. Upon the occurrence of an event of default under our senior secured credit agreement, the lenders will not be required to lend any additional amounts to us or could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable, which could result in an event of default under our other debt instruments, including the notes. If we were unable to repay those amounts, the lenders under our senior secured credit agreement could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under our senior secured credit agreement. If the lenders under our senior secured credit agreement accelerate the repayment of borrowings, we may not have sufficient assets to repay our senior secured credit agreement and our other indebtedness including the notes or be able to borrow sufficient funds to refinance such indebtedness. Even if we are able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to us.

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Risks Related to Our Business

We may not be able to successfully integrate Liquid Container, or other businesses we may acquire in the future, and we may not be able to realize anticipated cost savings, revenue enhancements or other synergies from such acquisitions.

Our ability to successfully implement our business plan and achieve targeted financial results depends on our ability to successfully integrate Liquid Container or other businesses we may acquire in the future. The process of integrating Liquid Container, or any other acquired businesses, involves risks. These risks include, but are not limited to:

• demands on management related to the significant increase in the size of our business;

• diversion of management’s attention from the management of daily operations;

• difficulties in conforming the acquired business’ accounting principles to ours;

• retaining the loyalty and business of the customers of the acquired businesses;

• retaining employees that may be vital to the integration of departments, information technology systems, including accounting systems, technologies, books and records, and procedures, and maintaining uniform standards, such as internal accounting controls and procedures, and policies; and

• costs and expenses associated with any undisclosed or potential liabilities.

Failure to successfully integrate Liquid Container, or any other acquired businesses, may result in reduced levels of revenue, earnings or operating efficiency that might have been achieved if we had not acquired such businesses.

In addition, the Liquid Container Acquisition will result, and any future acquisitions could result, in the incurrence of additional debt and related interest expense, contingent liabilities and amortization expenses related to intangible assets, which could have a material adverse effect on our financial condition, operating results and cash flow.

We may not be able to achieve the estimated future cost savings expected to be realized as a result of the Liquid Container Acquisition or other future acquisitions. Failure to achieve such estimated future cost savings could have an adverse effect on our financial condition and results of operations.

We may not be able to realize anticipated cost savings, revenue enhancements, or other synergies from the Liquid Container Acquisition or other future acquisitions, either in the amount or within the time frame that we expect. In addition, the costs of achieving these benefits may be higher than, and the timing may differ from, what we expect. Our ability to realize anticipated cost savings, synergies, and revenue enhancements may be affected by a number of factors, including, but not limited to, the following:

• the use of more cash or other financial resources on integration and implementation activities than we expect;

• increases in other expenses unrelated to the acquisition, which may offset the cost savings and other synergies from the acquisition;

• our ability to eliminate duplicative back office overhead and redundant selling, general and administrative functions, obtain procurement related savings, rationalize our distribution and warehousing networks, rationalize manufacturing capacity and shift production to more economical facilities; and

• our ability to avoid labor disruptions in connection with any integration, particularly in connection with any headcount reduction.

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Specifically, the significant anticipated cost savings and operating cost reductions in respect of the Liquid Container Acquisition reflect estimates and assumptions made by our management as to the benefits and associated expenses and capital spending with respect to our cost savings initiatives, and it is possible that these estimates and assumptions may not reflect actual results. In addition, these estimated cost savings may not actually be achieved in the timeframe anticipated or at all.

If we fail to realize anticipated cost savings, synergies or revenue enhancements, our financial results may be adversely affected, and we may not generate the cash flow from operations that we anticipate.

Our industry is very competitive and increased competition could reduce prices and our profit margins.

We operate in a competitive environment. In the past, we have encountered pricing pressures in our markets and could experience further declines in prices of plastic packaging as a result of competition. Although we have been able over time to partially offset pricing pressures by reducing our cost structure and making the manufacturing process more efficient by providing new and innovative technology, we may not be able to continue to do so in the future. Our business, results of operations and financial condition may be materially and adversely affected by further declines in prices of plastic packaging and such further declines could lead to a loss of business and a decline in our margins.

If we are unable to develop product innovations and improve our production technology and expertise, we could lose customers or market share.

Our success may depend on our ability to adapt to technological changes in the plastic packaging industry. If we are unable to timely develop and introduce new products, or enhance existing products, in response to changing market conditions or customer requirements or demands, our competitiveness could be materially and adversely affected.

We may be unable to protect our proprietary technology from infringement.

We rely on a combination of patents and trademarks, licensing agreements and unpatented proprietary know-how and trade secrets to establish and protect our intellectual property rights. We enter into confidentiality agreements with customers, vendors, employees, consultants and potential acquisition candidates as necessary to protect our know-how, trade secrets and other proprietary information. However, these measures and our patents and trademarks may not afford complete protection of our intellectual property, and it is possible that third parties may copy or otherwise obtain and use our proprietary information and technology without authorization or otherwise infringe on our intellectual property rights. We cannot assure that our competitors will not independently develop equivalent or superior know-how, trade secrets or production methods. Significant impairment of our intellectual property rights could harm our business or our ability to compete. For example, if we are unable to maintain the proprietary nature of our technologies, our profit margins could be reduced as competitors could more easily imitate our products, possibly resulting in lower prices or lost sales for certain products. In such a case, our business, results of operations and financial condition may be materially and adversely affected.

We are periodically involved in litigation in the course of our business to protect and enforce our intellectual property rights, and third parties from time to time initiate claims or litigation against us asserting infringement or violation of their intellectual property rights. We cannot assure that our products will not be found to infringe upon the intellectual property rights of others. Further, we cannot assure that we will prevail in any such litigation, or that the results or costs of any such litigation will not have a material adverse effect on our business. Any litigation concerning intellectual property could be protracted and costly and is inherently unpredictable and could have a material adverse effect on our business, results of operations or financial condition regardless of its outcome.

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We would lose a significant source of revenues and profits if we lost any of our largest customers.

The loss of one of our largest customers could result in: (i) our having excess capacity if we are unable to replace that customer; (ii) our having excess overhead and fixed costs and possible impairment of long-lived assets; and (iii) our selling, general and administrative expenses and capital expenditures representing increased portions of our revenues.

In 2009 and the first six months of 2010, our top 20 customers comprised 68.8% and 72.2% of our net sales, respectively. PepsiCo, Inc. (collectively, with its affiliates, such as Frito-Lay, Gatorade and Tropicana, “PepsiCo”) is our largest customer, with all product lines we provide to PepsiCo collectively accounting for approximately 10.8% of our net sales for the year ended December 31, 2009. Liquid Container’s top five customers comprised approximately $186 million, or 52%, of their sales in 2009.

If any of our large customers terminated its relationship with us, we would lose a significant source of revenues and profits.

Contracts with customers generally do not require them to purchase any minimum amounts of products from us, and customers may not purchase amounts that meet our expectations.

The majority of our sales are made pursuant to long-term customer purchase orders and contracts. Customers’ purchase orders and contracts typically vary in length with terms up to ten years. The contracts, including those with PepsiCo, generally are requirements contracts which do not obligate the customer to purchase any given amount of product from us. Prices under these arrangements are tied to market standards and therefore vary with market conditions. Changes in the cost of resin, the largest component of our cost of goods sold, are passed through to customers by means of corresponding changes in product pricing in accordance with our agreements with these customers and industry practice. Increases in resin prices relative to alternative packaging materials, or other price increases, may cause customers to decrease their purchases from us. Additionally, if customers undertake transformational initiatives to their product lines, such as concentrate conversions or product obsolescence actions, we may lose a source of revenues and profits. As a result, despite the existence of supply contracts with our customers, we face the risk that in the future customers will not continue to purchase amounts that meet our expectations.

Increases in resin prices, relative to alternative packaging materials, and reductions in resin supplies could significantly slow our growth and disrupt our operations.

We depend on large quantities of PET, HDPE and other resins in manufacturing our products. One of our primary strategies is to grow the business by capitalizing on the conversion from glass, metal and paper containers to plastic containers. Resin prices can fluctuate significantly with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the demand for other petroleum-based products. A sustained increase in resin prices, relative to alternative packaging materials, to the extent that those costs are not passed on to the end-consumer, would make plastic containers less economical for our customers and could result in a slower pace of conversions to, or reductions in the use of, plastic containers. Changes in the cost of resin are passed through to customers by means of corresponding changes in product pricing, in accordance with our agreements with these customers and industry practice. However, if we are not able to do so in the future and there are sustained increases in resin prices, relative to alternative packaging materials, our operating margins could be affected adversely.

While there is currently an adequate supply of resin available from many sources, this may not be the case in the future. Several of our larger suppliers have either entered, or are emerging from, bankruptcy protection. If the number of suppliers is significantly reduced in the future, this could affect our ability to obtain resin timely, or obtain resin at favorable prices, and our operations and profitability may be impaired.

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Our international operations are subject to a variety of risks related to foreign currencies and local law in several countries.

We have significant operations outside the United States, and therefore hold assets, incur liabilities, earn revenues and pay expenses in a variety of currencies other than the U.S. dollar. The financial statements of our foreign subsidiaries are translated into U.S. dollars. Our operations outside the United States accounted for approximately 19.9%, 20.9%, 21.5% and 20.3% of our net sales for the years ended December 31, 2007, 2008 and 2009, and for the six months ended June 30, 2010, respectively. As a result, we are subject to risks associated with operating in foreign countries, including fluctuations in currency exchange and interest rates, imposition of limitations on conversion of foreign currencies into U.S. dollars or remittance of dividends and other payments by foreign subsidiaries, imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries, labor relations problems, hyperinflation in some foreign countries and imposition or increase of investment and other restrictions by foreign governments or the imposition of environmental or employment laws. Furthermore, we typically price our products in our foreign operations in local currencies. As a result, an increase in the value of the U.S. dollar relative to the local currencies of profitable foreign subsidiaries can have a negative effect on our profitability. In our consolidated financial statements, we translate our local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period or the exchange rate at the end of that period. During times of a strengthening U.S. dollar, at a constant level of business, our reported international sales, earnings, assets and liabilities will be reduced because the local currency will translate into fewer U.S. dollars. Exchange rate fluctuations decreased comprehensive loss by $36.3 million, increased comprehensive loss by $65.9 million, increased comprehensive income by $19.6 million and decreased comprehensive income by $24.5 million for the years ended December 31, 2007, 2008 and 2009, and for the six months ended June 30, 2010, respectively. In addition to currency translation risks, we incur a currency transaction risk whenever one of our operating subsidiaries enters into either a purchase or a sale transaction using a currency different from the operating subsidiary’s functional currency. In several countries where we operate, resin purchases must be made in U.S. dollars. Furthermore, changes in local economic conditions can affect operations. Our international operations also expose us to different local political and business risks and challenges. For example, in certain countries, such as Venezuela and Argentina, we are faced with periodic political issues which could result in currency risks or the risk that we are required to include local ownership or management in our businesses. The above mentioned risks in North America, Europe and South America may hurt our ability to generate revenue in those regions in the future.

We may not be able to recover the carrying value of our long-lived assets, which could require us to record additional asset impairment charges and materially and adversely affect our results of operations.

We had net property, plant and equipment of $992.2 million at June 30, 2010, or 47.3% of our total assets ($1,181.6 million, or 43.2% of our total assets, on a pro forma basis for the Transactions). We recorded asset impairment charges to property, plant and equipment of $135.5 million, $93.2 million, $41.8 million and $2.8 million for the years ended December 31, 2007, 2008 and 2009, and for the six months ended June 30, 2010, respectively. We operate in a competitive industry with rapid technological innovation. In order to remain competitive, we develop and invest in new equipment which enhances productivity, often making older equipment obsolete. In addition, changing market conditions can also impact our ability to recover the carrying value of our long-lived assets. The continuing presence of these factors, as well as other factors, could require us to record additional asset impairment charges in future periods which could materially and adversely affect our results of operations.

Goodwill and other identifiable intangible assets represent a significant portion of our total assets, and we may never realize the full value of our intangible assets.

As of June 30, 2010, goodwill and other identifiable intangible assets were approximately $476.3 million, or 22.7% of our total assets ($846.3 million, or 30.9% of our total assets, on a pro forma basis for the Transactions). Goodwill and other identifiable intangible assets are recorded at fair value on the date of acquisition. In accordance with the guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards

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Codification (“ASC”) 350-20, “Intangibles—Goodwill and Other,” we review such assets at least annually for impairment. Impairment may result from, among other things, deterioration in performance, adverse market conditions, adverse changes in applicable laws or regulations, including changes that restrict the activities of or affect the products and services we sell, challenges to the validity of certain registered intellectual property, reduced sales of certain products incorporating registered intellectual property, and a variety of other factors. The amount of any quantified impairment must be expensed immediately as a charge to results of operations. Depending on future circumstances, it is possible that we may never realize the full value of our intangible assets. Any future determination of impairment of goodwill or other identifiable intangible assets could have a material adverse effect on our financial position and results of operations.

Our ability to operate effectively could be impaired if we lost key personnel.

Our success depends to a large extent on a number of key employees, and the loss of the services provided by them could have a material adverse effect on our ability to operate our business and implement our strategies effectively. The loss of members of our senior management team could have a material adverse effect on our operations. We do not maintain “key” person insurance on any of our executive officers.

If we make acquisitions in the future, we may experience assimilation problems and dissipation of management resources and we may need to incur additional indebtedness.

Our future growth may be a function, in part, of acquisitions of other consumer goods packaging businesses, including investments in geographic regions we are not familiar with. To the extent that we grow through acquisitions, we will face operational and financial risks, such as the risk of failing to assimilate the operations and personnel of the acquired businesses, disrupting our ongoing business, dissipating our limited management resources and impairing relationships with employees and customers of the acquired business as a result of changes in ownership and management. Additionally, we have incurred indebtedness to finance past acquisitions, and would likely incur additional indebtedness to finance future acquisitions, as permitted under the Credit Agreement (as defined herein) and the indentures governing our Notes (as defined herein), in which case we would also face certain financial risks associated with the incurrence of additional indebtedness to make an acquisition, such as a reduction in our liquidity, access to capital markets and financial stability.

Additionally, the types of acquisitions we will be able to make are limited by our Credit Agreement, which limits the amount that we may pay for an acquisition to $200 million plus additional amounts based on an unused available capital expenditure limit, certain proceeds from new equity issuances and other amounts.

Our operations and profitability could suffer if we experience labor relations problems.

As of June 30, 2010, approximately 3,100 of our approximately 7,300 employees were covered by collective bargaining agreements with various international and local labor unions. In addition, as of June 30, 2010, we operated 82 facilities, of which 38 were union facilities operated primarily by union employees. In the U.S. our union agreements typically have a term of three or four years and thus regularly expire and require negotiation in the course of our business. In 2010, collective bargaining agreements covering approximately 750 employees in the U.S. will expire. Upon the expiration of any of our collective bargaining agreements, we may be unable to negotiate new collective bargaining agreements on terms favorable to us, and our business operations at one or more of our facilities may be interrupted as a result of labor disputes or difficulties and delays in the process of renegotiating our collective bargaining agreements. A work stoppage at one or more of our facilities could have a material adverse effect on our business, results of operations and financial condition.

Our ability to expand our operations could be adversely affected if we lose access to additional blow molding equipment.

Access to blow molding equipment is important to our ability to expand our operations. We have access to a broad array of blow molding equipment and suppliers. However, if we fail to continue to access this new blow molding equipment or these suppliers, our ability to expand our operations may be materially and adversely affected until alternative sources of technology can be arranged.

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Our operations could expose us to substantial environmental costs and liabilities.

We are subject to a variety of national, state, foreign, provincial and/or local laws and regulations that impose limitations and prohibitions on the discharge and emission of, and establish standards for the use, disposal and management of, regulated materials and waste, and that impose liability for the costs of investigating and cleaning up, and damages resulting from, present and past spills, disposals or other releases of hazardous substances or materials. These domestic and international environmental laws can be complex and may change often, the compliance expenses can be significant and violations may result in substantial fines and penalties. In addition, environmental laws such as Superfund impose strict, and in some cases joint and several, liability on specified responsible parties for the investigation and cleanup of contaminated soil, groundwater and buildings, and liability for damages to natural resources, at a wide range of properties. As a result, we may be liable for contamination at properties that we currently own or operate, as well as at our former properties or off-site properties where we may have sent regulated materials. As a manufacturer, we have an inherent risk of liability under environmental laws, both with respect to ongoing operations and with respect to contamination that may have occurred in the past on our properties or as a result of our operations. We could, in the future, incur a material liability resulting from the costs of complying with environmental laws or any claims concerning noncompliance, or liability from contamination.

We cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted, or what environmental conditions may be found to exist at our facilities or at third party sites for which we are liable. Enactment of stricter laws or regulations, stricter interpretations of existing laws and regulations or the requirement to undertake the investigation or remediation of currently unknown environmental contamination at our own or third-party sites may require us to make additional expenditures, some of which could be material.

In addition, a number of governmental authorities, both in the United States and abroad, have considered, or are expected to consider, legislation aimed at reducing the amount of plastic wastes disposed. Programs have included, for example, mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on plastic packaging material and requiring retailers or manufacturers to take back packaging used for their products. Legislation, as well as voluntary initiatives similarly aimed at reducing the level of plastic wastes, could reduce the demand for certain plastic packaging, result in greater costs for plastic packaging manufacturers or otherwise impact our business. Some consumer products companies, including some of our customers, have responded to these governmental initiatives and to perceived environmental concerns of consumers by using containers made in whole or in part of recycled plastic. Future legislation and initiatives could adversely affect us in a manner that would be material.

We had net losses in recent years and may not generate net income in the future.

For the years ended December 31, 2007 and 2008, we incurred net losses of $206.7 million and $57.8 million, respectively. Continuing net losses may limit our ability to execute our strategy and we may not generate net income from operations in the future. Factors contributing to losses in recent years included, but were not limited to:

• interest on our debt;

• impairment of our long-lived tangible and intangible assets;

• the write-off of deferred financing fees related to our debt refinancings; and

• severance and other payments associated with exiting unprofitable plants.

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GPC will be required to pay its pre-IPO stockholders and the Graham Family for certain tax benefits it may claim arising in connection with its IPO and related transactions, which amounts are expected to be material.

In connection with its IPO, GPC entered into an exchange agreement with the Graham Family. Pursuant to the exchange agreement, limited partnership units held by the Graham Family may (subject to the terms of the exchange agreement) be exchanged for shares of GPC’s common stock outstanding on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Holdings intends to have in effect an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”) effective for each taxable year in which an exchange of limited partnership units for shares of GPC’s common stock occurs, which may result in an adjustment to the tax basis of the assets of Holdings at the time of an exchange of limited partnership units. Any such exchanges are expected to result in an increase in the tax basis of the tangible and intangible assets of Holdings that otherwise would not have been available. Similar increases to the tax basis of the tangible and intangible assets of Holdings resulted from GPC’s 1998 acquisition of Holdings. These increases in tax basis will increase (for tax purposes) depreciation and amortization and therefore reduce the amount of tax that GPC would otherwise be required to pay in the future. These increases in tax basis may also decrease gain (or increase loss) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

Additionally, in connection with the IPO, GPC will be able to utilize net operating losses that arose prior to the IPO and are therefore attributable to GPC’s pre-IPO stockholders (i.e., Blackstone, management and other stockholders). These net operating loss carryforwards will also reduce the amount of tax that GPC would otherwise be required to pay in the future.

GPC has entered into an income tax receivable agreement with GPC Holdings, L.P. (“GPC LP”) that provides for the payment by GPC to the Graham Family of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that GPC actually realizes (or is deemed to realize in the case of an early termination payment or a change of control as discussed below) as a result of these increases in tax basis (specifically, those attributable to exchanges of limited partnership units, as described above) and of certain other tax benefits related to GPC’s entering into the income tax receivable agreement, including tax benefits attributable to payments under the income tax receivable agreement. GPC has also entered into an income tax receivable agreement with certain of its pre-IPO stockholders that will provide for the payment to all of its pre-IPO stockholders (i.e., Blackstone, management and other investors) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that GPC actually realizes (or is deemed to realize in the case of an early termination or a change of control as discussed below) as a result of (i) the utilization of its net operating losses attributable to periods prior to the IPO, and (ii) any increase to the tax basis of the assets of Holdings relating to GPC’s 1998 acquisition of 85% of Holdings (as discussed above) and certain other tax benefits related to GPC’s entering into the income tax receivable agreement, including tax benefits attributable to payments under the income tax receivable agreement.

These payment obligations are GPC’s obligations and not obligations of Holdings or any of its other subsidiaries. The actual increase in tax basis, actual amount and utilization of net operating losses, as well as the amount and timing of any payments under the income tax receivable agreements, will vary depending upon a number of factors, including the timing of subsequent exchanges, the price of shares of GPC’s common stock outstanding at the time of an exchange, the extent to which such exchanges are taxable and the amount, character and timing of GPC’s taxable income in the future.

We expect that the payments that GPC makes under these income tax receivable agreements will be material. Assuming no material changes in the relevant tax law, and that GPC earns sufficient taxable income to realize the full tax benefits subject to the income tax receivable agreements, we expect that future payments under the income tax receivable agreements will aggregate to between $200 million to $230 million with potential additional payments for tax basis step-ups relating to future exchanges by the Graham Family of their limited partnership units in Holdings for common stock depending on the timing and value of such exchanges.

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This range is based on our assumptions using presently available information including with respect to valuation, historic tax basis and the amount of tax attributes subject to the income tax receivable agreements that were in existence as of the IPO date. Such amounts may differ materially from the amounts presented above based on various items, including final valuation analysis and updated determinations of taxable income and historic tax basis amounts. The payments under the income tax receivable agreements are not conditioned upon these parties’ continued ownership of GPC or Holdings.

In addition, the income tax receivable agreements provide that upon certain mergers, asset sales, other forms of business combinations or other changes of control, the income tax receivable agreements will terminate and GPC will be required to make a payment equal to the present value of future payments under the income tax receivable agreements, which payment would be based on certain assumptions, including those relating to GPC’s future taxable income. In these situations, GPC’s obligations under the income tax receivable agreements could have a substantial negative impact on Holding’s liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other form of business combinations or other changes of control.

GPC’s counterparties under these agreements will not reimburse GPC for any payments previously made under the income tax receivable agreements if such benefits are subsequently disallowed (although future payments would be adjusted to the extent possible to reflect the result of such disallowance). As a result, in certain circumstances, payments could be made under the income tax receivable agreements in excess of GPC’s cash tax savings.

GPC’s only material asset is its interest in Holdings, and it is accordingly dependent upon distributions from Holdings to pay dividends and taxes and other expenses, including payments under the income tax receivable agreements.

GPC is a holding company and has no material assets other than its ownership of limited partnership units in Holdings. GPC has no independent means of generating revenue and intends to cause Holdings to make distributions to its partners in an amount sufficient to cover all applicable taxes payable and dividends, if any, declared by GPC, as well as any payments due under the income tax receivable agreements described above. However, the instruments and agreements governing the Company’s indebtedness contain covenants that restrict the ability of subsidiaries to make distributions to GPC, which could affect GPC’s ability to make payments under the income tax receivable agreements and to pay dividends. To the extent that GPC needs funds and Holdings is restricted from making such distributions under applicable law or regulation, or is otherwise unable to provide such funds pursuant to the terms of the Company’s indebtedness, it could materially adversely affect its liquidity and financial condition. To the extent that GPC is unable to make payments under the income tax receivable agreements for any reason, such payments will be deferred and will accrue interest at LIBOR plus five percent per annum until paid.

Blackstone controls us and may have conflicts of interest with us in the future.

Blackstone owns shares of GPC’s common stock sufficient for the majority vote over all matters requiring a stockholder vote, including: the election of directors; mergers, consolidations or acquisitions; the sale of all or substantially all of our assets and other decisions affecting our capital structure; the amendment of GPC’s restated certificate of incorporation and amended and restated bylaws; and our winding up and dissolution. In addition, pursuant to the stockholders’ agreement with Blackstone, Blackstone has the right to nominate to the Board a number of designees equal to: (i) at least a majority of the total number of directors comprising the Board at such time as long as Blackstone beneficially owns more than 35% of the shares of GPC’s common stock entitled to vote generally in the election of GPC’s directors; (ii) 42% of the total number of directors comprising the Board at such time as long as Blackstone beneficially owns more than 25% but less than or equal to 35% of the shares of GPC’s common stock entitled to vote generally in the election of GPC’s directors; (iii) 28% of the total number of directors comprising the Board at such time as long as Blackstone beneficially owns more than 15% but less than or equal to 25% of the shares of GPC’s common stock entitled to vote generally in the election

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of GPC’s directors; and (iv) 14% of the total number of directors comprising the Board at such time as long as Blackstone beneficially owns 5% or more of the shares of GPC’s common stock entitled to vote generally in the election of GPC’s directors. As a result, even after Blackstone no longer owns a majority of GPC’s voting stock, Blackstone could continue to have significant influence over our decision to enter into any corporate transaction and may have the ability to prevent any transaction that requires the approval of stockholders, regardless of whether or not other stockholders believe that such transaction is in their own best interests. Such concentration of voting power could have the effect of delaying, deterring or preventing a change of control or other business combination that might otherwise be beneficial to our stockholders or noteholders. As long as Blackstone continues to own, directly or indirectly, a significant amount of the outstanding shares of GPC’s common stock, it will continue to be able to or effectively control our decisions.

Additionally, Blackstone is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. GPC’s restated certificate of incorporation provides that neither Blackstone, nor members of the Board who are not our employees (including any directors who also serve as officers) have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. Blackstone may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are allocated by Blackstone to themselves or their other affiliates instead of to us.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offers. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding unregistered notes, the terms of which are identical in all material respects to the exchange notes. The outstanding unregistered notes surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any change in our capitalization.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information is based on the historical audited and unaudited consolidated financial statements of Holdings and of each of the Liquid Container Entities, including Liquid Container L.P. (currently known as Graham Packaging LC, L.P.) and its general partners, Liquid Container Inc. (which includes the financial statements of Liquid Container L.P. (currently known as Graham Packaging LC, L.P.)), WCK-L Holdings, Inc. and CPG-L Holdings, Inc. appearing elsewhere in this prospectus, as adjusted to illustrate the estimated pro forma effects of the Transactions described in “Summary—Recent Developments,” which include the following:

The Liquid Container Acquisition

The acquisition of the Liquid Container Entities for $568.0 million pursuant to the terms of the Stock and Unit Purchase Agreement, dated August 9, 2010, including:

• The issuance of $250.0 million aggregate principal amount of 2018 Senior Notes;

• The repayment of $193.7 million outstanding under Liquid Container’s existing senior credit facilities and variable revenue bonds, including accrued interest;

• $347.4 million of additional borrowings under the new Term Loan D;

• The payment of an estimated $28.9 million in related transaction fees and expenses; and

• The application of purchase accounting adjustments.

The Refinancing Transaction

The refinancing of our existing $563.1 million Term Loan B with borrowings under the new Term Loan D and existing cash, including the payment of an estimated $3.7 million in related transaction fees and expenses.

The unaudited pro forma condensed consolidated balance sheet gives effect to the Transactions as if they had occurred on June 30, 2010. The unaudited pro forma condensed consolidated statement of operations gives effect to the Transactions as if they had occurred on January 1, 2009.

The unaudited pro forma condensed consolidated statements of operations do not give effect to certain one-time expenses and benefits we expect to incur in connection with the Transactions, such as (a) an approximate $5.0 million charge for the manufacturing profit added to inventories under acquisition accounting that will be expensed as the related inventory is sold, (b) a non-recurring charge totaling $4.5 million that will occur after the Transactions related to committed bridge financing that will be expensed when the notes are issued and such committed bridge financing is not used, (c) a non-recurring charge of approximately $6.6 million related to the portion of fees to professional advisors and other transaction-related costs that will not be capitalized as deferred financing costs, (d) an approximate $14.5 million loss on the extinguishment of our Term Loan B as a result of the Refinancing and (e) a one-time tax benefit of approximately $17.3 million related to the reduction of valuation allowance on Holdings’ historical deferred tax assets. In addition, the unaudited pro forma condensed consolidated statements of operations do not reflect the effects of any anticipated cost savings that may be realized and any related one-time costs to achieve those cost savings or any costs that may be incurred to integrate Liquid Container’s operations into ours.

Further, the accompanying unaudited pro forma condensed consolidated statements of operations information does not include adjustments related to two historical transactions involving our term loans. During May 2009, we refinanced approximately $1.2 billion of term debt. Additionally, as part of GPC’s IPO on February 10, 2010, we repaid approximately $128.9 million of term debt. Interest expense, assuming these transactions occurred on January 1, 2009, would have increased in 2009 by approximately $8.9 million, and decreased for the six months ended June 30, 2010, by approximately $2.1 million.

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In the unaudited pro forma condensed consolidated financial statements, the Liquid Container Acquisition is accounted for using the acquisition method of accounting in accordance with the ASC 805, “Business Combinations.” Under the acquisition method of accounting, the total purchase price for the Liquid Container Acquisition is allocated to the assets acquired and liabilities assumed based upon estimates of fair value at the acquisition date. The unaudited pro forma adjustments reflected herein are based upon preliminary available information and assumptions that we believe are reasonable under the circumstances and which are described in the accompanying notes. These preliminary estimates may change upon finalization of appraisals and valuation studies. Therefore, the final allocations may differ materially from the estimates used to prepare these pro forma consolidated financial statements which could result in a material change in the amount of depreciation of property, plant and equipment and amortization of identifiable intangible assets.

The unaudited pro forma condensed consolidated financial statements are for informational purposes only and do not purport to represent what our results of operations or financial condition actually would have been if the Transactions occurred on the dates indicated, nor do they purport to represent or project our results of operations for any future period or our financial condition as of any future date.

The Liquid Container Entities’ financial information included herein is derived from a combination of financial information of Liquid Container Inc. (reflecting the consolidation of Liquid Container), WCK-L Holdings, Inc. and CPG-L Holdings, Inc., each a general partner of Liquid Container. The pro forma combination of these entities, including the elimination of non-controlling interests and intercompany transactions between these entities and reclassifications to conform to Holdings’ presentation, is presented in “—Supplemental Pro Forma Information—The Liquid Container Entities” following the Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with “Summary—Recent Developments,” “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and related notes of Holdings and the Liquid Container Entities included elsewhere in this prospectus.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2010

	Holdings			Liquid Container Entities (a)			Adjustments for the Liquid Container Acquisition			Subtotal			Adjustments for the Refinancing			Total Pro Forma
	(In millions)
ASSETS
Current Assets
Cash and cash equivalents	$	136.1		$	0.7		$	0.5	(b)	$	137.3		$	(9.9	)(b)	$	127.4
Accounts receivable, net		234.2			36.1			—			270.3			—			270.3
Inventories, net		188.5			30.6			5.0	(c)		224.1			—			224.1
Deferred income taxes		3.6			—			—			3.6			—			3.6
Prepaid expenses and other current assets		34.1			3.0			—			37.1			—			37.1
Total current assets		596.5			70.4			5.5			672.4			(9.9	)		662.5
Property, plant and equipment, net		992.2			152.4			37.0	(c)		1,181.6			—			1,181.6
Intangible assets		41.2						156.5	(c)		197.7			—			197.7
Goodwill		435.1			19.4			194.1	(d)		648.6			—			648.6
Other non-current assets		32.0			0.6			17.2	(e)		49.8			(1.9	)(e)		47.9
Total assets	$	2,097.0		$	242.8		$	410.3		$	2,750.1		$	(11.8	)	$	2,738.3
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Current portion of long-term debt	$	34.6		$	8.7		$	(5.6	)(f)	$	37.7		$	(0.9	)(f)	$	36.8
Accounts payable		136.1			37.1			—			173.2			—			173.2
Accrued expenses and other current liabilities		172.7			13.7			(2.7	)(c)		183.7			(2.0	)(b)		181.7
Deferred revenue		24.9			—			—			24.9			—			24.9
Total current liabilities		368.3			59.5			(8.3	)		419.5			(2.9	)		416.6
Long-term debt		2,206.2			184.9			409.4	(f)		2,800.5			(3.3	)(f)		2,797.2
Deferred income taxes		17.6			3.3			(1.9	)(g)		19.0			—			19.0
Other non-current liabilities		91.7			—			—			91.7			—			91.7
Total partners’ capital (deficit)		(586.8	)		(4.9	)		11.1	(h)		(580.6	)		(5.6	)(h)		(586.2	)
Total liabilities and partner’s capital (deficit)	$	2,097.0		$	242.8		$	410.3		$	2,750.1		$	(11.8	)	$	2,738.3

See accompanying notes to unaudited pro forma condensed consolidated balance sheet

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(a) See “—Supplemental Pro Forma Information—The Liquid Container Entities” following the Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations for pro forma information combining the historical financial statements of the Liquid Container Entities and applying certain pro forma adjustments and reclassifications, resulting in the combined historical Liquid Container Entities amounts presented herein.

(b) The following table sets forth the estimated sources and uses of cash for the Transactions as if they had occurred on June 30, 2010 (in millions):

	Liquid Container Acquisition			Refinancing		Total
Sources:
Existing cash (1)	$	(0.5	)	$	9.9	$	9.4
New Term Loan D (2)		347.4			558.9		906.3
2018 Senior Notes		250.0			—		250.0
	$	596.9		$	568.8	$	1,165.7
Uses:
Purchase of Liquid Container Entities (3)	$	568.0		$	—	$	568.0
Repayment of our existing Term Loan B		—			563.1		563.1
Payment of accrued interest on our existing Term Loan B		—			2.0		2.0
Transaction costs		6.6			—		6.6
Bridge loan fees		4.5			—		4.5
Financing fees expensed (4)		—			2.7		2.7
Deferred financing fees		17.8			1.0		18.8
	$	596.9		$	568.8	$	1,165.7

(1) The assumed allocation of proceeds from the Term Loan D will result in approximately $0.5 million of excess cash available to the Company resulting from the Liquid Container Acquisition. The Company expects to utilize these amounts to fund, in part, the cash requirements for the Refinancing transaction resulting in an aggregate use of existing cash of $9.4 million, as shown above.

(2) Upon the closing of the Liquid Container Acquisition, on September 23, 2010, we entered into a new $913.1 million aggregate principal amount Term Loan D under our existing senior secured credit agreement, maturing on September 23, 2016. The table above assumes that the Term Loan D was issued with a $6.8 million offering discount, which will be amortized and included as interest expense over the life of the term loan.

(3) Represents the total consideration to be paid to holders of outstanding stock of the Liquid Container General Partners and holders of the limited partnership unit interests of Liquid Container, including certain amounts due at closing under Liquid Container’s performance unit plan and the repayment of $193.7 million of the Liquid Container Entities’ outstanding debt and accrued interest. This amount does not give effect to any net working capital adjustments that would have been made had the Liquid Container Acquisition closed on June 30, 2010. Such adjustments may increase or decrease our pro forma cash on hand.

(4) We expect that the Refinancing will be treated, for financial reporting purposes, as an extinguishment of the current Term Loan B debt. As such, fees paid to the current creditors would be expensed and the fair value of the new Term Loan D debt (related to the Refinancing) recorded at fair value in the period in which this transaction occurs. At that time, we intend to complete our analysis of fees paid and differences resulting from the fair value of Term Loan D debt amounts, which may result in additional amounts being recognized within the statements of operations in the period the transaction occurs. For

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pro forma purposes, we have assumed that approximately $2.7 million of these fees would be paid to current creditors, and therefore would be expensed. This amount is included in the total loss on debt extinguishment—see note (h).

(c) Represents the pro forma adjustments to reflect the Liquid Container Acquisition and preliminary allocation of the purchase price (in millions):

	Liquid Container Acquisition
Liquid Container Entities’ purchase price	$	568.0
Less: Repayment of Liquid Container debt		(193.6	)
Less: Liquid Container accrued interest (1)		(0.1	)
Less: Liquid Container performance unit plan liability (1)		(2.6	)
Estimated equity purchase price		371.7
Negative book value (total partners’ deficit) of the Liquid Container Entities as of June 30, 2010		(4.9	)
Less: Liquid Container historical goodwill		(19.4	)
Less: Liquid Container historical deferred financing fees		(0.6	)
Purchase price in excess of book value of net assets acquired	$	396.6
The following sets forth the allocation of the purchase price in excess of the book value of the net assets acquired (in millions):
Inventory (2)	$	5.0
Property, plant and equipment (estimated 10 year life) (3)		37.0
Intangible assets—amortizable (see below) (4)		156.5
Deferred tax liabilities (see below) (5)		(15.4	)
Goodwill (6)		213.5
Total amount allocated	$	396.6

(1) Represents a current liability of the Liquid Container Entities to be repaid at closing. Total reduction of accrued expenses and other current liabilities represents the following (in millions):

	Liquid Container Acquisition
Payment of Liquid Container accrued interest	$	(0.1	)
Payment of Liquid Container performance unit plan liability		(2.6	)
	$	(2.7	)

(2) Adjustment to reflect the step-up of inventories to estimated fair value, which is determined as the selling price less cost to sell and a normal profit margin, based on management’s preliminary estimation. This estimated step-up is expected to be charged to cost of goods sold in the first quarter after closing as the acquired inventories are sold.

(3) The pro forma balance sheet includes management’s preliminary fair value adjustments relating to property, plant and equipment based on management’s current knowledge of the Liquid Container Entities and the industry. Since the appraisal process for these assets is not expected to be completed until after the closing of the Transactions, the portion of the purchase price ultimately allocated to property, plant and equipment may be different from this estimate and such difference may be material.

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(4) Represents the adjustment to record the fair value of intangible assets based on management’s preliminary estimates as follows (dollars in millions):

	Liquid Container Acquisition		Estimated Useful Life
Description
Technology	$	58.3	10 years
Customer relationships		89.9	14 years
Non-compete agreements		3.0	2 years
Trade names		5.3	3 years
Total preliminary fair value of intangible assets		156.5
Less historical intangible assets		—
Total adjustment to Intangible Assets	$	156.5

The preliminary values listed above are based primarily on management’s current knowledge of the Liquid Container Entities, their products and customers and the industry and have been developed considering current product technologies and related revenue, customer retention and sales patterns and existing agreements. Management expects that these estimates may change as more in-depth income contribution and valuation methods are applied once the Liquid Container Acquisition closes, and such differences may be material. Management believes the significant value assigned to technology and customer relationships is indicative of Liquid Container’s proprietary technologies and long-term relationships with its customers, which includes some of the world’s largest branded consumer products companies.

(5) See note (g) below.

(6) Remaining purchase price that has not been allocated reflects unidentifiable intangible assets acquired, or goodwill. This purchase price allocation is preliminary. The final determination of the purchase price allocation will be based on the fair values of assets acquired and liabilities assumed at the date of closing. The purchase price allocation will remain preliminary until management determines these fair values and final transaction costs. The final amounts allocated to assets acquired and liabilities assumed could differ materially from the preliminary amounts presented in the pro forma financial information. See note (d) below.

(d) Represents the net increase in goodwill as follows (in millions):

	Liquid Container Acquisition
Estimated goodwill applicable to the Liquid Container Acquisition (per note (b) above)	$	213.5
Less: Liquid Container’s historical goodwill		(19.4	)
	$	194.1

(e) Represents the pro forma adjustment to deferred financing fees, as follows (in millions):

	Liquid Container Acquisition			Refinancing
Write-off of Liquid Container’s deferred financing fees	$	(0.6	)	$	—
Write-off Holdings’ deferred financing fees		—			(2.9	)
Capitalization of deferred financing fees related to the Transactions		17.8			1.0
	$	17.2		$	(1.9	)

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(f) Represents the net adjustments to the current and long-term portion of debt, as follows (in millions):

	Liquid Container Acquisition			Refinancing
Current portion of debt being repaid	$	(8.7	)	$	(5.8	)
Current portion of new debt		3.1			4.9
Net reduction in current portion of debt	$	(5.6	)	$	(0.9	)
Long-term portion of debt being repaid	$	(184.9	)	$	(557.3	)
Long term portion of new debt		594.3			554.0
Net increase (decrease) in long-term portion of debt	$	409.4		$	(3.3	)

(g) Represents the adjustments to deferred tax assets and liabilities, including consideration of preliminary purchase price allocation and attributes acquired, as follows (in millions):

	Liquid Container Acquisition			Refinancing
Net deferred tax liabilities applicable to Liquid Container after the impact of purchase accounting (1)	$	18.7		$	—
Less: Liquid Container’s historical net deferred tax liabilities		(3.3	)		—
Increase in deferred tax liabilities recorded at Liquid Container as a result of purchase accounting		15.4			—
Gross deferred tax asset recorded at Holdings		—			2.2
Decrease (increase) in valuation allowance		17.3			(2.2	)
Deferred tax asset recognized by Holdings as a result of the Transactions (2)		17.3			—
Pro forma increase (decrease) in net deferred tax liabilities	$	(1.9	)	$	—

(1) Represents the estimated net deferred tax impact of preliminary purchase accounting adjustments at an assumed pro forma blended domestic tax rate of approximately 38%. Actual deferred tax assets and liabilities will be determined at the closing based on facts existing at the closing date of the Liquid Container Acquisition, and may differ materially from the amounts presented above depending on a number of factors, including amounts allocated to acquired assets, and further assessment of uncertain tax positions in accordance with ASC 740, Income Taxes.

(2) Holdings currently has a full valuation allowance against its net domestic deferred tax assets, excluding certain deferred tax liabilities. As such, any pro forma tax provision adjustment would be offset by a corresponding movement in valuation allowance. As of June 30, 2010, approximately $17.3 million of Liquid Container’s deferred tax liabilities would be available to offset existing deferred tax assets of Holdings upon completion of the Liquid Container Acquisition. As a result, Holdings would reduce the valuation allowance by this amount, resulting in a one-time tax benefit in the period the acquisition is completed.

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(h) Represents the net adjustments to partners’ capital (deficit) as follows (in millions):

	Liquid Container Acquisition			Refinancing
Elimination of historical Liquid Container Entities’ deficit	$	4.9		$	—
Transaction expenses		(6.6	)		—
Bridge loan fees		(4.5	)		—
Deferred tax asset benefited at Holdings		17.3			—
Gain (loss) on Refinancing:
Financing fees		—			(2.7	)
Write-off Holdings’ deferred financing costs		—			(2.9	)
Write-off accumulated other comprehensive income applicable to interest rate swaps		—			(8.9	)
		11.1			(14.5	)
Accumulated other comprehensive income:
Write-off accumulated other comprehensive income applicable to interest rate swaps		—			8.9
	$	11.1		$	(5.6	)

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2009

	Holdings			Liquid Container Entities (a)		Adjustments for the Liquid Container Acquisition			Subtotal			Adjustments for the Refinancing			Total Pro Forma
	(In millions)
Statement of Operations Data:
Net sales	$	2,271.0		$	355.5	$	—		$	2,626.5		$	—		$	2,626.5
Cost of goods sold		1,866.6			286.0		9.5	(b)		2,162.1			—			2,162.1
Gross profit		404.4			69.5		(9.5	)		464.4			—			464.4
Selling, general and administrative expenses		121.6			13.1		9.1	(c)		143.8			—			143.8
Asset impairment charges		41.8			—		—			41.8			—			41.8
Net loss on disposal of property, plant and equipment		6.5			—		—			6.5			—			6.5
Operating income		234.5			56.4		(18.6	)		272.3			—			272.3
Interest expense		176.9			3.7		41.0	(d)		221.6			7.5	(f)		229.1
Interest income		(1.1	)		—		—			(1.1	)		—			(1.1	)
Net loss on debt extinguishment		8.7			—		—			8.7			—			8.7
Other income, net		(1.6	)		—		—			(1.6	)		—			(1.6	)
Income (loss) before income taxes		51.6			52.7		(59.6	)		44.7			(7.5	)		37.2
Income tax provision		21.3			2.5		(2.5	)(e)		21.3			—	(g)		21.3
Income (loss) from continuing operations	$	30.3		$	50.2	$	(57.1	)	$	23.4		$	(7.5	)	$	15.9

See accompanying notes to unaudited pro forma condensed consolidated statements of operations

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2009

	Holdings			Liquid Container Entities (a)		Adjustments for the Liquid Container Acquisition			Subtotal			Adjustments for the Refinancing			Total Pro Forma
	(In millions)
Statement of Operations Data:
Net sales	$	1,147.6		$	174.9	$	—		$	1,322.5		$	—		$	1,322.5
Cost of goods sold		941.3			137.5		4.8	(b)		1,083.6			—			1,083.6
Gross profit		206.3			37.4		(4.8	)		238.9			—			238.9
Selling, general and administrative expenses		57.4			6.1		4.6	(c)		68.1			—			68.1
Asset impairment charges		8.0			—		—			8.0			—			8.0
Net loss on disposal of property, plant and equipment		2.3			—		—			2.3			—			2.3
Operating income		138.6			31.3		(9.4	)		160.5			—			160.5
Interest expense		76.9			2.1		20.0	(d)		99.0			4.1	(f)		103.1
Interest income		(0.5	)		—		—			(0.5	)		—			(0.5	)
Net gain on debt extinguishment		(0.8	)		—		—			(0.8	)		—			(0.8	)
Other income, net		(1.5	)		—		—			(1.5	)		—			(1.5	)
Income (loss) before income taxes		64.5			29.2		(29.4	)		64.3			(4.1	)		60.2
Income tax provision		9.1			1.7		(1.7	)(e)		9.1			—	(g)		9.1
Income (loss) from continuing operations	$	55.4		$	27.5	$	(27.7	)	$	55.2		$	(4.1	)	$	51.1

See accompanying notes to unaudited pro forma condensed consolidated statements of operations

41

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2010

	Holdings			Liquid Container Entities (a)			Adjustments for the Liquid Container Acquisition			Subtotal			Adjustments for the Refinancing			Total Pro Forma
	(In millions)
Statement of Operations Data:
Net sales	$	1,238.4		$	190.9		$	—		$	1,429.3		$	—		$	1,429.3
Cost of goods sold		1,015.5			162.2			4.8	(b)		1,182.5			—			1,182.5
Gross profit		222.9			28.7			(4.8	)		246.8			—			246.8
Selling, general and administrative expenses		95.4			6.5			4.5	(c)		106.4			—			106.4
Asset impairment charges		2.8			—			—			2.8			—			2.8
Net loss on disposal of property, plant and equipment		1.0			—			—			1.0			—			1.0
Operating income (loss)		123.7			22.2			(9.3	)		136.6			—			136.6
Interest expense		87.3			1.5			20.6	(d)		109.4			4.7	(f)		114.1
Interest income		(0.3	)		—			—			(0.3	)		—			(0.3	)
Net loss on debt extinguishment		2.7			—			—			2.7			—			2.7
Other expense (income), net		3.2			(0.1	)		—			3.1			—			3.1
Income (loss) before income taxes		30.8			20.8			(29.9	)		21.7			(4.7	)		17.0
Income tax provision		5.1			1.2			(1.2	)(e)		5.1			—	(g)		5.1
Income (loss) from continuing operations	$	25.7		$	19.6		$	(28.7	)	$	16.6		$	(4.7	)	$	11.9

See accompanying notes to unaudited pro forma condensed consolidated statements of operations

42

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF

OPERATIONS

The Liquid Container Acquisition

(a) See “—Supplemental Pro Forma Information—The Liquid Container Entities” following the Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations for pro forma information combining the historical financial statements of the Liquid Container Entities and applying certain pro forma adjustments and reclassifications resulting, in the combined historical Liquid Container Entities amounts presented herein.

(b) Represents incremental depreciation and amortization applicable to purchase price allocation to tangible and identifiable intangible assets as follows (in millions):

	Year Ended December 31, 2009			Six Months Ended June 30, 2009			Six Months Ended June 30, 2010
Total increase in depreciation and amortization (1)	$	19.2		$	9.7		$	9.7
Less portion applicable to selling, general and administrative expenses (1)		(9.7	)		(4.9	)		(4.9	)
Increase applicable to cost of goods sold (1)	$	9.5		$	4.8		$	4.8

(1) The allocation of incremental depreciation and amortization expense is based on Holdings’ historical classification.

Assumed allocation of excess purchase price to fair value of property, plant and equipment and identifiable intangible assets (dollars in millions):

	Liquid Container Acquisition		Estimated Useful Life	Estimated Annual Utilization
Description
Property, plant and equipment	$	37.0	10 years	$	3.7
Technology		58.3	10 years		5.8
Customer relationships		89.9	14 years		6.4
Non-compete agreements		3.0	2 years		1.5
Trade names		5.3	3 years		1.8
				$	19.2

The preliminary values listed above are based primarily on management’s current knowledge of the Liquid Container Entities, their products and customers and the industry, and have been developed considering current product technologies and related revenue, customer retention and sales patterns and existing agreements. Management expects that these estimates may change as more in-depth income contribution and valuation methods are applied once the Liquid Container Acquisition closes, and such differences may be material. Management believes the significant value assigned to technology and customer relationships is indicative of Liquid Container’s proprietary technologies and long-term relationships with its customers, which includes some of the world’s largest branded consumer products companies.

43

(c) Represents the net increase in selling, general and administrative expenses resulting from the following (in millions):

	Year Ended December 31, 2009			Six Months Ended June 30, 2009			Six Months Ended June 30, 2010
Adjustments to depreciation and amortization per note (b) above	$	9.7		$	4.9		$	4.9
Elimination of management fees paid by Liquid Container (1)		(0.6	)		(0.3	)		(0.4	)
Net Increase in selling, general and administrative expenses	$	9.1		$	4.6		$	4.5

(1) Represents management fees paid to certain of Liquid Container’s limited partners for consulting and advisory services as the underlying agreement will be terminated in connection with the Liquid Container Acquisition.

(d) Represents the pro forma adjustments to interest expense applicable to the Liquid Container Acquisition using the applicable LIBOR rates as follows (in millions):

	Year Ended December 31, 2009			Six Months Ended June 30, 2009			Six Months Ended June 30, 2010
Borrowings under Term Loan D (1)	$	21.3		$	10.6		$	10.5
2018 Senior Notes (2)		20.6			10.2			10.2
Estimated incremental revolver borrowings (3)		0.1			—			0.1
Amortization of new deferred financing fees (4)		2.7			1.3			1.3
Total pro forma increase to interest expense		44.7			22.1			22.1
Less: Liquid Container’s historical interest expense, including amortization of deferred financing fees	$	(3.7	)	$	(2.1	)	$	(1.5	)
Total pro forma increase to interest expense	$	41.0		$	20.0		$	20.6

(1) Reflects pro forma interest expense based on $347.4 million of borrowings under the Term Loan D at an assumed minimum LIBOR rate of 1.75% plus an applicable margin of 4.25% and amortization of the related assumed $2.6 million discount at issuance. A 0.125% increase or decrease in the interest rate on the Term Loan D would increase or decrease our annual interest expense by $0.4 million.

(2) Reflects pro forma interest at 8.25% per annum.

(3) Reflects pro forma interest expense on average assumed revolver borrowings in excess of Liquid Container’s balance outstanding at June 30, 2010, at Holdings’ historical interest rates then in effect (approximately 3.2%) on its non-extending revolver and net of assumed reduction in revolver commitment fees.

(4) Reflects the non-cash amortization of incremental deferred financing fees related to the Liquid Container Acquisition over the terms of the related facilities.

44

(e) The pro forma statements of operations do not include adjustments to the income tax provision as Holdings currently has a full valuation allowance against its net domestic deferred tax assets, excluding certain deferred tax liabilities. As such, any pro forma tax provision adjustments would be offset by a corresponding movement in valuation allowance. The following table illustrates the pro forma activity that impacts the tax provision (in millions):

	Year Ended December 31, 2009			Six Months Ended June 30, 2009			Six Months Ended June 30, 2010
Decrease in the Liquid Container Entities’ net deferred tax liabilities (1)	$	3.1		$	1.6		$	3.4
Increase in valuation allowance		(3.1	)		(1.6	)		(3.4	)
Less: Liquid Container Entities’ historical income tax provision (2)		(2.5	)		(1.7	)		(1.2	)
Pro forma reduction in income tax provision	$	(2.5	)	$	(1.7	)	$	(1.2	)

(1) Adjustments reflect the estimated tax benefit that would have been recorded had Liquid Container been part of Holdings and subjected to domestic federal and state income taxes for all periods presented as a result of the acquisition, as well as the estimated income tax effects of total pro forma adjustments described above, using an assumed pro forma blended domestic rate of approximately 38.0%.

(2) Holdings currently has a full valuation allowance against its net domestic deferred tax assets, excluding certain deferred tax liabilities. As such, the historical Liquid Container Entities’ tax provision recorded would be offset by a corresponding movement in Holdings’ valuation allowance.

The Refinancing

(f) Represents the pro forma adjustments to interest expense applicable to the Refinancing, as follows (in millions):

	Year Ended December 31, 2009			Six Months Ended June 30, 2009			Six Months Ended June 30, 2010
Borrowings under Term Loan D (1)	$	34.5		$	17.1		$	17.1
Amortization of new deferred financing fees (2)		0.2			0.1			0.1
Less: historical interest expense applicable to $563.1 million Term Loan B being refinanced, including amortization of deferred financing fees and certain amounts from accumulated other comprehensive income		(27.2	)		(13.1	)		(12.5	)
Total pro forma increase to interest expense	$	7.5		$	4.1		$	4.7

(1) Reflects pro forma interest expense based on $558.9 million of borrowings under the Term Loan D at an assumed minimum LIBOR rate of 1.75% plus an applicable margin of 4.25% and amortization of the related assumed $4.2 million discount at issuance. A 0.125% increase or decrease in the interest rate on the incremental Term Loan D facility would increase or decrease our annual interest expense by $0.7 million.

(2) Reflects the non-cash amortization of deferred financing fees related to the Refinancing over the term of the related facility.

45

(g) The pro forma statements of operations do not include adjustments to the income tax provision as Holdings currently has a full valuation allowance against its net domestic deferred tax assets, excluding certain deferred tax liabilities. As such, any pro forma tax provision adjustments would be offset by a corresponding movement in valuation allowance. The following table illustrates the pro forma activity that impacts the tax provision (in millions):

	Year Ended December 31, 2009			Six Months Ended June 30, 2009			Six Months Ended June 30, 2010
Increase to deferred tax asset related to net operating loss carryforward (1)	$	2.9		$	1.6		$	1.8
Increase to valuation allowance		(2.9	)		(1.6	)		(1.8	)
	$	—		$	—		$	—

(1) Adjustments reflect the estimated tax benefit that would have been recorded at Holdings had the Refinancing occurred using an assumed pro forma blended domestic rate of approximately 38.0%.

Supplemental Pro Forma Information—The Liquid Container Entities

Introduction

This supplemental pro forma financial information has been provided to illustrate, on a pro forma basis, the combined historical activity, operations and balances of the Liquid Container Entities, comprised of Liquid Container and the Liquid Container General Partners, which are to be acquired by Holdings as part of the Liquid Container Acquisition described elsewhere in this prospectus. The managing general partner, Liquid Container Inc., has consolidated the operations of Liquid Container in its historical financial statements. As Holdings is acquiring 100% of the ownership interests in Liquid Container through the direct purchase of all limited partnership interests together with the purchase of all ownership interests in the three general partners, we have adjusted the combined financial statements of these entities to:

(a) eliminate dividend income recorded by the non-managing general partners, WCK-L Holdings, Inc. and CPG-L Holdings, Inc., from Liquid Container,

(b) eliminate Liquid Container, Inc.’s income attributable to non-controlling interests (such non-controlling interests represent the non-managing general partner interests and limited partnership interests in Liquid Container being acquired by Holdings),

(c) reclassify the non-controlling interests in Liquid Container Inc.’s shareholders’ equity to controlling interests, as Holdings is acquiring 100% of the ownership interests in Liquid Container, and

(d) adjust the classification and presentation of the Liquid Container Entities’ accounts to be consistent with those of Holdings.

The following unaudited pro forma financial information is based on the historical audited and unaudited financial statements of the Liquid Container Entities appearing elsewhere in this prospectus. The unaudited pro forma financial information should be read in conjunction with the previously mentioned consolidated financial statements and related notes of the Liquid Container Entities and other financial information appearing elsewhere in this prospectus.

These combined results are not indicative of future results.

46

Index

Unaudited Supplemental Pro Forma Balance Sheet of the Liquid Container Entities as of June 30, 2010	Schedule 1
Unaudited Supplemental Pro Forma Statement of Income of the Liquid Container Entities for the Year Ended December 31, 2009	Schedule 2
Unaudited Supplemental Pro Forma Statement of Income of the Liquid Container Entities for the Six Months Ended June 30, 2009	Schedule 3
Unaudited Supplemental Pro Forma Statement of Income of the Liquid Container Entities for the Six Months Ended June 30, 2010	Schedule 4

47

Supplemental Pro Forma Information—The Liquid Container Entities

Schedule 1—Unaudited Supplemental Pro Forma Balance Sheet of the Liquid Container Entities

As of June 30, 2010

	Liquid Container Inc. (1)			WCK-L Holdings, Inc. (1)		CPG-L Holdings, Inc. (1)		Eliminations (2)			Combined			Reclassifications (3)			Liquid Container Entities
ASSETS
Current assets
Cash	$	592,643		$	86,337	$	36,367	$	—		$	715,347		$	—		$	715,347
Accounts receivable, less allowance of $76,882		36,058,097										36,058,097						36,058,097
Inventories		30,579,507										30,579,507						30,579,507
Other current assets		2,967,355										2,967,355						2,967,355
Total current assets		70,197,602			86,337		36,367		—			70,320,306			—			70,320,306
Property, plant and equipment
Land		2,026,000										2,026,000						2,026,000
Buildings and leasehold improvements		39,217,237										39,217,237						39,217,237
Machinery and equipment		276,691,049										276,691,049						276,691,049
Office furniture and fixtures		5,329,092										5,329,092						5,329,092
Deposits and construction in progress		—										—						—
Property, plant and equipment		323,263,378			—		—		—			323,263,378			—			323,263,378
Less Accumulated depreciation		170,826,950										170,826,950						170,826,950
Property, plant and equipment, net		152,436,428			—		—		—			152,436,428			—			152,436,428
Investment in LCLP												—
Deferred financing costs, net of accumulated amortization of $2,582,661		555,858										555,858						555,858
Goodwill		19,442,011										19,442,011						19,442,011
Total assets	$	242,631,899		$	86,337	$	36,367	$	—		$	242,754,603		$	—		$	242,754,603
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	37,029,580		$	—	$	—	$	—		$	37,029,580		$	—		$	37,029,580
Current maturities of long-term debt		8,692,580										8,692,580						8,692,580
Accrued expenses and other current liabilities												—			13,681,195			13,681,195
Salaries and wages		4,125,553										4,125,553			(4,125,553	)		—
Vacation pay		3,330,171										3,330,171			(3,330,171	)		—
Fringe benefits		1,897,245										1,897,245			(1,897,245	)		—
Real estate taxes		1,118,676										1,118,676			(1,118,676	)		—
Profit sharing		1,056,315										1,056,315			(1,056,315	)		—
Interest		114,962										114,962			(114,962	)		—
Tax distributions		1,000,000										1,000,000			(1,000,000	)		—
Other		1,034,092			2,672		1,509					1,038,273			(1,038,273	)		—
Total current liabilities		59,399,174			2,672		1,509		—			59,403,355			—			59,403,355
Long term debt		184,904,927										184,904,927						184,904,927
Deferred income taxes		3,319,121										3,319,121						3,319,121
Total Liabilities		247,623,222			2,672		1,509		—			247,627,403			—			247,627,403
Shareholders’/partners’ equity (deficit)
Common stock		2			1		1					4						4
Additional paid-in capital		144,198			83,664		34,857					262,719						262,719
Retained earnings		(18,248,801	)						13,113,278			(5,135,523	)					(5,135,523	)
Non-controlling interests		13,113,278							(13,113,278	)		—						—
Total shareholders’/partners’ equity/(deficit)		(4,991,323	)		83,665		34,858		—			(4,872,800	)		—			(4,872,800	)
Total liabilities and shareholders’/partners’ equity	$	242,631,899		$	86,337	$	36,367	$	—		$	242,754,603		$	—		$	242,754,603

Notes:

(1) Agrees to Liquid Container Inc., WCK-L Holdings, Inc., and CPG-L Holdings, Inc. unaudited financial statements, respectively.

(2) Represents elimination of Liquid Container, Inc.’s non-controlling interest in Liquid Container since Holdings is acquiring 100% of the ownership interests in Liquid Container in connection with the Liquid Container Acquisition.

(3) These adjustments reflect changes in the classification and presentation of the Liquid Container Entities’ accounts to be consistent with those of Holdings.

48

Supplemental Pro Forma Information—The Liquid Container Entities

Schedule 2—Unaudited Supplemental Pro Forma Statement of Income of the Liquid Container Entities

Year Ended December 31, 2009

	Liquid Container Inc. (1)			WCK-L Holdings, Inc. (1)			CPG-L Holdings, Inc. (1)		Eliminations (2)			Combined			Reclassif- ications (3)			Liquid Container Entities
Net sales	$	355,512,366		$	—		$	—	$	—		$	355,512,366		$	—		$	355,512,366
Dividend income					312,285			186,948		(499,233	)		—						—
Interest income					17,049			395					17,444			(17,444	)		—
Realized loss on marketable securities					(575	)							(575	)		575			—
Cost of goods sold		286,031,749											286,031,749						286,031,749
Gross profit		69,480,617			328,759			187,343		(499,233	)		69,497,486			(16,869	)		69,480,617
Selling and administrative expenses		12,780,708											12,780,708			301,368			13,082,076
Loss/(gain) on disposal of property, plant and equipment													—			35,547			35,547
Bank fees								349					349			(349	)		—
Operating expenses					7,594			1,104					8,698			(8,698	)		—
Other													—						—
Operating Income		56,699,909			321,165			185,890		(499,233	)		56,707,731			(344,737	)		56,362,994
Interest expense, net of interest income		3,264,141											3,264,141			(3,264,141	)		—
Interest expense													—			3,684,247			3,684,247
Interest income													—			(27,690	)		(27,690	)
Loss/(gain) on disposal of fixed assets		35,547											35,547			(35,547	)		—
Other		741,288											741,288			(701,606	)		39,682
Income (loss) before taxes		52,658,933			321,165			185,890		(499,233	)		52,666,755			—			52,666,755
Income tax provision		2,411,852			14,092			5,578					2,431,522			—			2,431,522
Net income		50,247,081			307,073			180,312		(499,233	)		50,235,233			—			50,235,233
Less: Net income attributable to non-controlling interests		(49,682,487	)		—			—		49,682,487			—			—			—
Net income attributable to Liquid Container Inc.	$	564,594		$	307,073		$	180,312	$	49,183,254		$	50,235,233		$	—		$	50,235,233

(1) Agrees to Liquid Container Inc., WCK-L Holdings, Inc., and CPG-L Holdings, Inc. audited financial statements, respectively.

(2) Represents (a) elimination of dividend income from Liquid Container since amounts will be eliminated in consolidation subsequent to the Acquisition and (b) elimination of income attributable to non-controlling interests since Holdings is acquiring 100% of the ownership interests in Liquid Container in connection with the Liquid Container Acquisition.

(3) These adjustments reflect changes in the classification and presentation of the Liquid Container Entities’ accounts to be consistent with those of Holdings.

49

Supplemental Pro Forma Information—The Liquid Container Entities

Schedule 3—Unaudited Supplemental Pro Forma Statement of Income of Liquid Container Entities

Six Months Ended June 30, 2009

	Liquid Container Inc. (1)			WCK-L Holdings, Inc. (1)			CPG-L Holdings, Inc. (1)		Eliminations (2)			Combined			Reclassif- ications (3)			Liquid Container Entities
Net sales	$	174,861,935		$	—		$	—	$	—		$	174,861,935		$	—		$	174,861,935
Dividend income					253,581			151,726		(405,307	)		—						—
Interest income					15,263			383		—			15,646			(15,646	)		—
Realized loss on marketable securities					(574	)				—			(574	)		574			—
Cost of goods sold		137,465,407											137,465,407						137,465,407
Gross profit		37,396,528			268,270			152,109		(405,307	)		37,411,600			(15,072	)		37,396,528
Selling and Administrative expenses		5,987,704											5,987,704			136,240			6,123,944
Loss/(gain) on disposal of property, plant and equipment													—						—
Bank fees								163					163			(163	)		—
Operating expenses					790								790			(790	)		—
Other								1,004					1,004			(1,004	)		—
Operating Income		31,408,824			267,480			150,942		(405,307	)		31,421,939			(149,355	)		31,272,584
Interest expense, net of interest income		1,925,118											1,925,118			(1,925,118	)		—
Interest expense													—			2,139,800			2,139,800
Interest income													—			(25,398	)		(25,398	)
Loss/(gain) on disposal of fixed assets													—						—
Other		337,570											337,570			(338,639	)		(1,069	)
Income (loss) before taxes		29,146,136			267,480			150,942		(405,307	)		29,159,251			—			29,159,251
Income tax provision		1,645,248			10,498			1,700					1,657,446			—			1,657,446
Net income		27,500,888			256,982			149,242		(405,307	)		27,501,805			—			27,501,805
Less: Net income attributable to non-controlling interests		(27,189,235	)		—			—		27,189,235			—			—			—
Net income attributable to Liquid Container Inc.	$	311,653		$	256,982		$	149,242	$	26,783,928		$	27,501,805		$	—		$	27,501,805

Notes:

(1) Agrees to Liquid Container Inc., WCK-L Holdings, Inc., and CPG-L Holdings, Inc. unaudited financial statements, respectively.

(2) Represents (a) elimination of dividend income from Liquid Container since amounts will be eliminated in consolidation subsequent to the Liquid Container Acquisition and (b) elimination of income attributable to non-controlling interests since Holdings is acquiring 100% of the ownership interests in the Liquid Container Entities in connection with the Liquid Container Acquisition.

(3) These adjustments reflect changes in the classification and presentation of the Liquid Container Entities’ accounts to be consistent with those of Holdings.

50

Supplemental Pro Forma Information—The Liquid Container Entities

Schedule 4—Unaudited Supplemental Pro Forma Statement of Income of the Liquid Container Entities

Six Months Ended June 30, 2010

	Liquid Container Inc. (1)			WCK-L Holdings Inc. (1)		CPG-L Holdings, Inc. (1)		Eliminations (2)			Combined			Reclassif- ications (3)			Liquid Container Entities
Net sales	$	190,851,618		$	—	$	—	$	—		$	190,851,618		$	—		$	190,851,618
Dividend income					315,939		188,786		(504,725	)		—						—
Interest income					320		4					324			(324	)		—
Realized loss on marketable securities					—							—						—
Cost of goods sold		162,184,670										162,184,670						162,184,670
Gross profit		28,666,948			316,259		188,790		(504,725	)		28,667,272			(324	)		28,666,948
Selling and Administrative expenses		6,239,457										6,239,457			238,783			6,478,240
Loss/(gain) on disposal of property, plant and equipment												—			(30,000	)		(30,000	)
Bank fees							190					190			(190	)		—
Operating expenses					792							792			(792	)		—
Other												—						—
Operating Income		22,427,491			315,467		188,600		(504,725	)		22,426,833			(208,125	)		22,218,708
Interest expense, net of interest income		1,300,714										1,300,714			(1,300,714	)		—
Interest expense												—			1,530,747			1,530,747
Interest income												—			(25,421	)		(25,421	)
Loss/(gain) on disposal of fixed assets		(30,000	)									(30,000	)		30,000			—
Other		404,733										404,733			(442,737	)		(38,004	)
Income (loss) before taxes		20,752,044			315,467		188,600		(504,725	)		20,751,386			—			20,751,386
Income tax provision		1,161,771			8,785		4,377					1,174,933			—			1,174,933
Net income		19,590,273			306,682		184,223		(504,725	)		19,576,453			—			19,576,453
Less: Net income attributable to non-controlling interests		(19,377,826	)		—		—		19,377,826			—			—			—
Net income attributable to Liquid Container Inc.	$	212,447		$	306,682	$	184,223	$	18,873,101		$	19,576,453		$	—		$	19,576,453

Notes:

(1) Agrees to Liquid Container Inc., WCK-L Holdings, Inc., and CPG-L Holdings, Inc. unaudited financial statements, respectively.

(2) Represents (a) elimination of dividend income from Liquid Container since amounts will be eliminated in consolidation subsequent to the Liquid Container Acquisition and (b) elimination of income attributable to non-controlling interests since Holdings is acquiring 100% of the ownership interests in Liquid Container in connection with the Liquid Container Acquisition.

(3) These adjustments reflect changes in the classification and presentation of the Liquid Container Entities’ accounts to be consistent with those of Holdings.

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SELECTED HISTORICAL FINANCIAL DATA

The following tables set forth our selected historical consolidated financial data for and at the end of each of the years in the five-year period ended December 31, 2009 and for the six-month periods ended June 30, 2009 and 2010, respectively. The selected consolidated statement of operations data and the selected consolidated cash flow data for the years ended December 31, 2007, 2008 and 2009, and the selected consolidated balance sheet data as of December 31, 2008 and 2009, have been derived from our audited consolidated financial statements appearing elsewhere in this prospectus. The selected consolidated statement of operations data and the selected consolidated cash flow data for the year ended December 31, 2005 and 2006, and the selected consolidated balance sheet data as of December 31, 2005, 2006 and 2007, have been retrospectively adjusted to reflect push-down accounting, and are unaudited. Additionally, the selected financial data for the year ended December 31, 2005, has also been restated to reflect discontinued operations. The selected consolidated financial data as of and for the six-month periods ended June 30, 2009 and 2010 have been derived from unaudited consolidated financial statements, which, in the opinion of management, include all adjustments, consisting only of usual recurring adjustments, necessary for fair presentation of such data. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.

In connection with the IPO of GPC, the Company’s majority owner, GPC, entered into an Exchange Agreement (as further defined herein) with the Graham Family and certain permitted transferees allowing for the exchange of limited partnership units in Holdings for shares of GPC’s common stock. Under the Exchange Agreement, all of the general partnership interests of the Graham Family have been converted into limited partnership interests on an equivalent basis as of June 30, 2010. As a result of this transaction, all general partnership interests of Holdings are now controlled by GPC, and Holdings is now considered substantially wholly owned by GPC under guidance established by the SEC as further described in the notes to the financial statements as all voting interests are now controlled by GPC. As a result, “push-down” accounting is required when such transactions result in an entity becoming substantially wholly owned. Under the push-down basis of accounting, certain transactions incurred by the parent company, which would otherwise be accounted for in the accounts of the parent, are “pushed-down” and recorded in the financial statements of the subsidiary. Accordingly, items resulting from the accounting for GPC’s purchase of Holdings have been retrospectively reflected in our consolidated statement of operations and balance sheet data presented below.

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The following tables should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements included elsewhere in this prospectus.

	Year Ended December 31,															Six Months Ended June 30,
	2005			2006			2007			2008			2009			2009			2010
	(Unaudited)									(In millions)						(Unaudited)
STATEMENT OF OPERATIONS DATA:
Net sales (1)	$	2,447.8		$	2,500.4		$	2,470.9		$	2,559.0		$	2,271.0		$	1,147.6		$	1,238.4
Cost of goods sold (1)		2,153.3			2,212.3			2,129.4			2,183.3			1,866.6			941.3			1,015.5
Gross profit (1)		294.5			288.1			341.5			375.7			404.4			206.3			222.9
Selling, general and administrative expenses		127.2			131.3			136.2			127.5			121.6			57.4			95.4
Asset impairment charges (2)		7.0			25.9			157.7			96.1			41.8			8.0			2.8
Net loss on disposal of fixed assets		13.7			14.2			19.4			6.8			6.5			2.3			1.0
Operating income		146.6			116.7			28.2			145.3			234.5			138.6			123.7
Interest expense		184.7			205.2			205.9			180.1			176.9			76.9			87.3
Interest income (3)		(0.6	)		(0.5	)		(0.9	)		(0.8	)		(1.1	)		(0.5	)		(0.3	)
Net loss (gain) on debt extinguishment (3)		—			2.1			4.5			—			8.7			(0.8	)		2.7
Other income (expense), net		1.0			2.2			2.0			0.4			(1.6	)		(1.5	)		3.2
Income tax provision (4)		14.4			27.6			19.7			12.9			21.3			9.1			5.1
Loss (income) from continuing operations		(52.9	)		(119.9	)		(203.0	)		(47.3	)		30.3			55.4			25.7
Loss from discontinued operations		(0.6	)		(1.1	)		(3.7	)		(10.5	)		(9.5	)		(1.8	)		—
Net loss (income)	$	(53.5	)	$	(121.0	)	$	(206.7	)	$	(57.8	)	$	20.8		$	53.6		$	25.7
	Year Ended December 31,															Six Months Ended June 30,
	2005			2006			2007			2008			2009			2009			2010
	(Unaudited) (Dollars in millions except ratio data)															(Unaudited) (Dollars in millions except ratio data)
BALANCE SHEET DATA (at period end):
Cash and cash equivalents	$	26.7		$	13.3		$	18.3		$	43.9		$	147.8		$	148.9		$	136.1
Working capital (6)		249.2			158.4			186.2			190.5			121.6			100.8			126.7
Total assets		2,707.1			2,586.0			2,377.3			2,149.8			2,127.1			2,192.3			2,096.9
Total debt (7)		2,638.3			2,546.9			2,534.3			2,499.2			2,436.9			2,444.8			2,240.8
Partners’ capital (deficit)		(349.0	)		(453.7	)		(643.9	)		(816.4	)		(754.6	)		(752.8	)		(586.8	)
OTHER DATA:
Cash flow provided by (used in) (5):
Operating activities	$	120.0		$	263.0		$	174.2		$	211.2		$	325.5		$	218.1		$	100.2
Investing activities		(261.4	)		(172.4	)		(149.1	)		(144.4	)		(150.5	)		(71.2	)		(75.7	)
Financing activities		147.9			(104.6	)		(23.2	)		(33.6	)		(74.0	)		(42.8	)		(34.0	)
Depreciation and amortization (8)		201.9			206.1			203.7			177.8			159.4			80.0			77.6
Ratio of earnings to fixed charges (9)		—			—			—			—			1.3			1.7			1.3

(1) Net sales and cost of goods sold increase or decrease based on fluctuations in resin prices. Consistent with industry practice and as permitted under agreements with our customers, resin price changes are passed through to customers by means of corresponding changes in product pricing. Net sales and cost of goods sold are also impacted by changes in exchange rates and other factors, as further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”

(2) We evaluated the recoverability of our long-lived tangible and intangible assets in selected locations, due to indicators of impairment, and recorded impairment charges of $6.6 million, $14.2 million, $156.6 million,

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$94.7 million, $41.8 million, $8.0 million and $2.8 million for the years ended December 31, 2005, 2006, 2007, 2008 and 2009 and for the six months ended June 30, 2009 and 2010, respectively. Goodwill is reviewed for impairment on at least an annual basis. The resulting impairment charges recognized were $0.4 million, $11.7 million, $1.1 million and $1.4 million for the years ended December 31, 2005, 2006, 2007 and 2008, respectively. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” for a further discussion.

(3) Reclassifications have been made from interest expense to reflect as a separate line the net loss on debt extinguishment for all periods presented.

(4) As limited partnerships, Holdings and the Operating Company are not subject to U.S. federal income taxes or most state income taxes. Instead, taxes are assessed to Graham Packaging Holdings Company’s partners based on their distributive share of the income of Graham Packaging Holdings Company. Certain U.S. subsidiaries are corporations subject to U.S. federal and state income taxes. Our foreign operations are subject to tax in their local jurisdictions. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse.

(5) Includes both continuing and discontinued operations.

(6) Working capital is defined as current assets, less cash and cash equivalents, minus current liabilities, less current maturities of long-term debt.

(7) Total debt includes capital lease obligations and current portion of long-term debt.

(8) Depreciation and amortization includes continuing and discontinued operations, and excludes asset impairment charges and amortization of debt issuance fees, which is included in interest expense.

(9) For purposes of determining the ratio of earnings to fixed charges, earnings are defined as pre-tax earnings from continuing operations before minority interest and income from equity investees, plus fixed charges and amortization of capitalized interest, less interest capitalized. Fixed charges include interest expense on all indebtedness, interest capitalized, amortization of debt issuance fees and one-third of rental expense on operating leases representing that portion of rental expense deemed to be attributable to interest. Earnings were insufficient to cover fixed charges by $42.3 million, $99.5 million, $186.3 million and $35.6 million for the years ended December 31, 2005, 2006, 2007 and 2008, respectively.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results and operations and financial condition cover periods prior to the consummation of the Transactions. The discussion and analysis of historical periods prior to the consummation of the Transactions do not reflect the significant impact that the Transactions will have on us, including significantly increased indebtedness and liquidity requirements, new costs, as well as cost savings initiatives (and related costs) to be implemented in connection with the Transactions. You should read the following discussion and analysis of our financial condition and results of operations together with “Selected Historical Financial Data” and the financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” section of this prospectus. Actual results may differ materially from those contained in any forward-looking statements. You should read “Special Note Regarding Forward-Looking Statements” and “Risk Factors.”

Overview

We are a worldwide leader in the design, manufacture and sale of value-added, custom blow molded plastic containers for branded consumer products. We operate in product categories where customers and end users value the technology and innovation that our custom plastic containers offer as an alternative to traditional packaging materials such as glass, metal and paperboard. We selectively pursue opportunities where we can leverage our technology portfolio to continue to drive the trend of conversion to plastic containers from other packaging materials. Our customers include leading multi-national and regional blue-chip consumer product companies that seek customized, sustainable plastic container solutions in diverse and stable end markets, such as the food and beverage and the household consumer products markets. We believe we are well-positioned to meet the evolving needs of our customers who often use our technology to differentiate their products with value-added design and performance characteristics such as smooth-wall panel-less bottles, unique pouring and dispensing features, multilayer bottles incorporating barrier technologies to extend shelf life, and ultra lightweight bottles with “hot-fill” capabilities that allow containers to be filled at high temperatures.

As of June 30, 2010, we operated a network of 82 manufacturing facilities throughout North America, Europe and South America, and, on July 1, 2010, we acquired a plastic container manufacturing company located in Guangzhou, China. In addition, on September 23, 2010, we acquired 14 manufacturing facilities as part of our acquisition of the Liquid Container Entities. We are organized and managed on a geographical basis in three operating segments: North America, Europe and South America. Each operating segment includes four major categories: Food and Beverage, Household, Personal Care/Specialty and Automotive Lubricants. Our primary strategies are to manage our business for stable growth and strong cash flow from operations, leverage our technology portfolio to meet the needs of our customers, target organic growth in attractive markets utilizing our proven business model, continue to focus on operational excellence, and supplement our organic growth with opportunistic strategic investments.

We believe that the critical success factors to our business are our ability to:

• maintain relationships with, and serve the complex packaging demands of, our customers, which include some of the world’s largest branded consumer products companies;

• participate in growth opportunities associated with the conversion of packaging products from glass, metal and paper to plastic;

• develop proprietary technologies that provide a meaningful competitive advantage in product design, product performance, process technology and sustainability features;

• focus on operational excellence, cost reductions and overall efficiencies;

• make investments in plant and technology necessary to satisfy the factors mentioned above; and

• reduce our financial leverage.

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We intend to capitalize on our leadership positions in value-added custom plastic containers to increase our EBITDA and cash flow in order to reduce our financial leverage and increase stockholder return.

We believe that the area with the greatest opportunity for growth continues to be in producing containers for the food and beverage product category because of the industry’s continued conversion to plastic packaging, including the demand for containers for juices and juice drinks, nutritional beverages, beer, yogurt drinks, liquor, teas, sports drinks/isotonics, vitamin enhanced waters, snacks, sauces, jellies and jams. Much of the growth in this area in recent years has been in the sale of smaller sized containers. We believe we are a leader in providing value-added hot-fill PET juice containers. We also believe we are a leading participant in the rapidly growing markets for yogurt drinks and nutritional beverages where we manufacture containers using polyolefin resins.

Growth in our household container product category was fueled in prior years by conversions from powders to liquids for such products as detergents, household cleaners and automatic dishwashing detergent. Our strongest position is in fabric care, where management believes we are a leader in plastic container design and manufacture. It should be noted the fabric care industry now offers most of its brands in a concentrated formula which has reduced sales in this product category.

Our personal care/specialty product category is driven by new product launch and re-launch cycles of our customers. Based on the volume of our sales to many major suppliers of personal care/specialty products, management believes we are among the leading suppliers in this product category, which includes products for the hair care, skin care, oral care and specialty markets. Management believes that our supply position results from our commitment to, and reputation in, new product development and flexible manufacturing processes and operations.

Our North American one-quart/liter motor oil container product category is in a mature industry. Unit volume in the one-quart/liter motor oil industry decreased approximately 10% per year from 2006 through 2008 as the product category migrated towards the quick-lube market and larger multi-quart/liter packages. Even though we believe we have the largest market share of multi-quart/liter containers, these sales only partially offset the loss in sales of one-quart/liter containers.

As of June 30, 2010, we operated 29 manufacturing facilities outside of the United States in Argentina, Belgium, Brazil, Canada, Finland, France, Mexico, the Netherlands, Poland, Spain, Turkey, the United Kingdom and Venezuela. Over the past few years, we have expanded our international operations with the addition of three new plants in Brazil and one new plant in Mexico.

For the year ended December 31, 2009 and for the six months ended June 30, 2010, 68.8% and 72.2%, respectively, of our net sales were generated by our top twenty customers. All of the top twenty customers were under long-term contracts with terms up to ten years and have been doing business with us for over 20 years on average. Prices under these arrangements are typically tied to plastic resin market standards and, therefore, vary with market conditions. In general, the contracts have annually set minimum purchase requirements but do not obligate the customer to purchase any given amount of product from us beyond one year. Our sales to PepsiCo, Inc., the Company’s largest customer, were 14.0%, 13.3%, 10.8% and 10.2% of total sales for the years ended December 31, 2007, 2008 and 2009 and for the six months ended June 30, 2010, respectively. All of these sales were made in North America.

The largest component of our cost of goods sold is resin costs. Based on certain resin industry indices, the following table summarizes average market prices per pound of PET and HDPE resins in the United States during the periods indicated:

	Year Ended December 31,						Six Months Ended June  30,
	2007		2008		2009		2009		2010
PET	$	0.82	$	0.87	$	0.73	$	0.70	$	0.81
HDPE		0.73		0.86		0.67	$	0.62	$	0.84

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Resin and colorants make up a significant part of our cost of goods sold. Colorants are pigments added to the resin to formulate different colors of blow molded plastic bottles. Changes in the cost of colorants are typically passed through to customers, similarly to resin. On a percentage basis, resin and colorant costs generally make up between 40% and 50% of cost of goods sold, depending on the price of resin and colorants and bottle features. As a percentage of net sales, resin and colorant costs make up between 35% and 40%, in general. The percentage depends not only on the price of the resin and colorants, but also the physical characteristics of the bottle, such as size, weight, design features, labels and decorations, color and the technology platform and equipment used to make the bottle.

Changes in the cost of resin are passed through to customers by means of corresponding changes in product pricing, in accordance with our agreements with these customers and industry practice. A sustained increase in resin prices relative to other packaging materials, to the extent that those costs are not passed on to the end-consumer, would make plastic containers less economical for our customers and could result in a slower pace of conversions to, or reductions in the use of, plastic containers. The timing of Liquid Container’s pass-through arrangements has resulted in it being slightly more exposed to fluctuations in resin prices than we have historically been. These provisions will continue to be in effect until we renegotiate those customer contracts.

Holdings and the Operating Company, as limited partnerships, do not pay U.S. federal income taxes under the provisions of the Code, as the applicable income or loss is included in the tax returns of the partners. However, certain U.S. subsidiaries are corporations and are subject to U.S. federal and state income taxes. Our foreign operations are subject to tax in their local jurisdictions.

On November 12, 2009, we sold our wholly-owned subsidiary Graham Emballages Plastiques S.A.S., located in Meaux, France, to an independent third party. We determined that the results of operations for this location, which had previously been reported in the Europe segment, would be reported as discontinued operations, in accordance with the guidance under ASC 205-20, “Discontinued Operations.” Our consolidated statements of operations have been restated to reflect these discontinued operations. Accordingly, our discussion on results of operations below, unless otherwise indicated, is based on results from continuing operations.

Results of Operations

The following tables set forth the major components of our net sales and such net sales expressed as a percentage of total net sales:

	Year Ended December 31,												Six Months Ended June 30,
	2007				2008				2009				2009				2010
	(Dollars in millions)												(Dollars in millions)
North America	$	2,140.1	86.6	%	$	2,195.0	85.8	%	$	1,942.5	85.5	%	$	997.6	86.9	%	$	1,078.8	87.1	%
Europe		255.3	10.3			274.2	10.7			235.7	10.4			110.4	9.6			112.8	9.1
South America		75.5	3.1			89.8	3.5			92.8	4.1			39.6	3.5			46.8	3.8
Total Net Sales	$	2,470.9	100.0	%	$	2,559.0	100.0	%	$	2,271.0	100.0	%	$	1,147.6	100.0	%	$	1,238.4	100.0	%
	Year Ended December 31,												Six Months Ended June 30,
	2007				2008				2009				2009				2010
	(Dollars in millions)												(Dollars in millions)
Food and Beverage	$	1,488.7	60.3	%	$	1,561.3	61.0	%	$	1,385.5	61.0	%	$	713.6	62.2	%	$	769.8	62.1	%
Household		499.1	20.2			491.6	19.2			423.0	18.6			207.2	18.0			218.0	17.6
Personal Care/Specialty		205.2	8.3			186.8	7.3			171.3	7.6			85.8	7.5			82.5	6.7
Automotive Lubricants		277.9	11.2			319.3	12.5			291.2	12.8			141.0	12.3			168.1	13.6
Total Net Sales	$	2,470.9	100.0	%	$	2,559.0	100.0	%	$	2,271.0	100.0	%	$	1,147.6	100.0	%	$	1,238.4	100.0	%

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Six Months Ended June 30, 2010, Compared to Six Months Ended June 30, 2009

The following table sets forth the summary of the condensed consolidated statements of income and related percentage changes for the periods indicated:

	Six Months Ended June 30,						Increase/ (Decrease)			%  Increase/ (Decrease)
	2009			2010
	(Dollars in millions)
Net sales	$	1,147.6		$	1,238.4		$	90.8		7.9	%
Cost of goods sold		941.3			1,015.5			74.2		7.9
Gross profit (1)		206.3			222.9			16.6		8.0
% of net sales (2)		18.0	%		18.0	%
Selling, general and administrative expenses (1)		57.4			95.4			38.0		66.2
% of net sales (2)		5.0	%		7.7	%
Asset impairment charges		8.0			2.8			(5.2	)	(65.0	)
Net loss on disposal of property, plant and equipment		2.3			1.0			(1.3	)	(56.5	)
Operating income		138.6			123.7			(14.9	)	(10.8	)
% of net sales (2)		12.1	%		10.0	%
Interest expense		76.9			87.3			10.4		13.5
Interest income		(0.5	)		(0.3	)		0.2		40.0
Net (gain) loss on debt extinguishment		(0.8	)		2.7			3.5		>100.0
Other expense (income), net		(1.5	)		3.2			4.7		>100.0
Income tax provision		9.1			5.1			(4.0	)	(44.0	)
Income from continuing operations		55.4			25.7			(29.7)		(53.6)
Loss from discontinued operations		(1.8	)		—			1.8		100.0
Net income	$	53.6		$	25.7		$	(27.9)		(52.1)%

(1) Amounts for gross profit and selling, general and administrative expenses may not be comparable to those of other companies, as the costs that we include in these line items may differ from the costs that other companies include. For a discussion of the types of costs included in each line item, see Note 1, “Significant Accounting Policies,” of the notes to the consolidated financial statements included elsewhere in this prospectus.

(2) As resin prices can fluctuate significantly, we believe that our gross profit, as well as certain expense items, should not be analyzed solely on a percentage of net sales basis. Fluctuations in crude oil and natural gas prices can cause significant fluctuations in resin prices, as can refining capacity and the demand for other petroleum-based products.

Net Sales. The increase in sales was partially due to an increase in resin costs, which are passed through to customers. The average market price per pound of PET in the U.S. increased from $0.70 to $0.81 and the average market price per pound of HDPE in the U.S. increased from $0.62 to $0.84.

Higher unit volume increased sales by approximately $42.1 million and the favorable impact of exchange rates increased sales by $10.7 million. The remaining $38.0 million increase was driven primarily by higher resin costs as described above, partially offset by net price reductions both from operational cost savings shared with our customers and in response to competitive pressure. Container units sold increased 5.1%.

On an operating segment basis, sales for the six months ended June 30, 2010, in North America increased $81.2 million, or 8.1%, from the six months ended June 30, 2009. Higher unit volume increased sales by approximately $38.3 million and the favorable impact of exchange rates increased sales by $8.3 million. The remaining $34.6 million increase was largely driven by higher resin costs mentioned above, partially offset by

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net price reductions. North American sales in the food and beverage, household and automotive lubricants product categories contributed $52.4 million, $8.7 million and $21.4 million, respectively, to the increase, while the personal care/specialty product category decreased by $1.3 million. Container units sold in North America increased in the food and beverage, household and personal care/specialty product categories by 10.7%, 4.6% and 1.3%, respectively, and decreased in the automotive lubricants product category by 2.7%.

Sales for the six months ended June 30, 2010, in Europe increased $2.4 million, or 2.2%, from the six months ended June 30, 2009. The favorable impact of exchange rates increased sales by $2.9 million and was partially offset by lower resin costs and net price reductions.

Sales for the six months ended June 30, 2010, in South America increased $7.2 million, or 18.2%, from the six months ended June 30, 2009. The increase in sales was primarily due to an increase in unit volume of approximately $3.5 million and price increases.

Gross Profit. Gross profit for the six months ended June 30, 2010, increased in North America by $12.2 million, decreased in Europe by $2.8 million and increased in South America by $7.2 million, when compared to the six months ended June 30, 2009. An increase in unit volume contributed $11.5 million to the increase. The remaining increase of $5.1 million resulted from ongoing productivity initiatives, slightly offset by net price reductions referred to above.

Selling, General and Administrative Expenses. The increase was primarily due to a one-time fee of $35.0 million to affiliates of the Graham Family and Blackstone to terminate the Amended and Restated Monitoring Agreement (the “Monitoring Agreement”), bonuses paid in connection with the IPO of $3.5 million and other costs incurred in connection with the IPO of $0.9 million, partially offset by a decrease in compensation-related expenses of $1.6 million, a decrease in advisory service fees of $1.6 million and ongoing expense reduction efforts.

Asset Impairment Charges. We identified an indicator of possible impairment of certain assets in Brazil, Mexico, the United Kingdom and the United States for the six months ended June 30, 2010, and in Mexico and the United States for the six months ended June 30, 2009. As a result, we evaluated the recoverability of these assets and determined that the undiscounted future cash flows were below the carrying value of these long-lived assets. Additionally, management had no plans to redeploy the majority of these assets. Accordingly, we adjusted the carrying value of these long-lived assets to their estimated fair value in accordance with the guidance under ASC 360-10-35-15, “Subsequent Measurement—Impairment or Disposal of Long-Lived Assets,” resulting in impairment charges of $2.8 million and $8.0 million for the six months ended June 30, 2010 and 2009, respectively.

Interest Expense. The increase was primarily due to the extension, in May 2009, of $1,200.0 million of our term loan at a minimum LIBOR and increased LIBOR margin, partially offset by lower debt levels in 2010. See “—Liquidity and Capital Resources” for a more detailed description of our term loan extension.

Net (Gain) Loss on Debt Extinguishment. We made principal payments against our senior secured credit facility (“Credit Agreement”) of $114.2 million in February 2010 using the contributions we received from GPC in exchange for limited partnership units in connection with the IPO and of $14.7 million in March 2010 using the contributions we received from GPC in exchange for limited partnership units in connection with the sale of additional shares following the IPO and for an excess cash flow payment of $62.5 million due for the year ended December 31, 2009, paid in March 2010, resulting in a net loss on debt extinguishment of $2.7 million for the six months ended June 30, 2010. On May 28, 2009, we amended the senior secured credit agreement and determined the amendment should be recorded as an extinguishment of debt in accordance with ASC 470-50-40, “Modifications and Extinguishments.” As a result, we recorded a net gain on debt extinguishment of $0.8 million for the six months ended June 30, 2009.

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Other (Income) Expense, Net. Other (income) expense, net predominantly included net foreign exchange gains and losses for the six months ended June 30, 2010 and 2009. Other expense, net for the six months ended June 30, 2010, included a loss of $2.5 million related to the application of hyper-inflationary accounting for our Venezuelan subsidiary and the devaluation of the Venezuelan bolivar.

Income Tax Provision. The decrease primarily resulted from decreased profitability in our major foreign taxpaying subsidiaries, a prior year valuation allowance adjustment in our Brazilian subsidiary and changes in income taxes withheld on foreign dividends, partially offset by changes in unrecognized tax benefits of foreign subsidiaries.

2009 Compared to 2008

The following table sets forth the summary of the condensed consolidated statements of income and related percentage changes for the periods indicated:

	Year ended December 31,						Increase/ (Decrease)			%  Increase/ (Decrease)
	2008			2009
	(Dollars in millions)
Net sales	$	2,559.0		$	2,271.0		$	(288.0	)	(11.3	)%
Cost of goods sold		2,183.3			1,866.6			(316.7	)	(14.5	)
Gross profit (1)		375.7			404.4			28.7		7.6
% of net sales (2)		14.7	%		17.8	%
Selling, general and administrative expenses (1)		127.5			121.6			(5.9	)	(4.6	)
% of net sales (2)		5.0	%		5.4	%
Asset impairment charges		96.1			41.8			(54.3	)	(56.5	)
Net loss on disposal of property, plant and equipment		6.8			6.5			(0.3	)	(4.4	)
Operating income		145.3			234.5			89.2		61.4
% of net sales (2)		5.7	%		10.3	%
Interest expense		180.1			176.9			(3.2	)	(1.8	)
Interest income		(0.8	)		(1.1	)		(0.3	)	(37.5	)
Net loss on debt extinguishment		—			8.7			8.7		100.0
Other (income) expense, net		0.4			(1.6	)		(2.0	)	>(100.0	)
Income tax provision		12.9			21.3			8.4		65.1
Income (loss) from continuing operations		(47.3	)		30.3			77.6		>100.0
Loss from discontinued operations		(10.5	)		(9.5	)		1.0		9.5
Net income (loss)	$	(57.8	)	$	20.8		$	78.6		>100.0	%

(1) Amounts for gross profit and selling, general and administrative expenses may not be comparable to those of other companies, as the costs that we include in these line items may differ from the costs that other companies include. For a discussion of the types of costs included in each line item, see Note 1, “Significant Accounting Policies,” of the notes to the consolidated financial statements included elsewhere in this prospectus.

(2) As resin prices can fluctuate significantly, we believe that our gross profit, as well as certain expense items, should not be analyzed solely on a percentage of net sales basis. Fluctuations in crude oil and natural gas prices can cause significant fluctuations in resin prices, as can refining capacity and the demand for other petroleum-based products.

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Net Sales. Net sales for the year ended December 31, 2009, decreased $288.0 million, or 11.3%, from the year ended December 31, 2008. The decrease in sales was primarily due to a decrease in resin costs, which are passed through to customers. The average market price per pound of PET in the U.S. decreased from $0.87 to $0.73 and the average market price per pound of HDPE in the U.S. decreased from $0.86 to $0.67.

The unfavorable impact of exchange rates decreased sales by $72.2 million. The remaining $215.8 million decrease was driven primarily by lower resin costs as described above and, to a lesser extent, net price reductions both from operational cost savings shared with our customers and in response to competitive pressure. Container units sold increased 0.7%.

On an operating segment basis, sales for the year ended December 31, 2009, in North America decreased $252.5 million, or 11.5%, from the year ended December 31, 2008. The unfavorable impact of exchange rates decreased sales by approximately $34.4 million, and lower unit volume decreased sales by approximately $27.4 million. The remaining $190.7 million decrease was largely driven by lower resin costs mentioned above, and, to a lesser extent, net price reductions. North American sales in the food and beverage, household, personal care/specialty and automotive lubricants product categories contributed $148.8 million, $62.6 million, $12.6 million and $28.5 million, respectively, to the decrease. Container units sold in North America decreased in the household, personal care/specialty and automotive lubricants product categories by 0.8%, 3.6% and 7.4%, and increased in the food and beverage product category by 0.6%, respectively.

Sales for the year ended December 31, 2009, in Europe decreased $38.5 million, or 14.0%, from the year ended December 31, 2008. The unfavorable impact of exchange rates decreased sales by $28.4 million and the remaining decrease was primarily due to lower resin costs.

Sales for the year ended December 31, 2009, in South America increased $3.0 million, or 3.3%, from the year ended December 31, 2008. The increase in sales was primarily due to an increase in unit volume of approximately $7.9 million and price increases, partially offset by the unfavorable impact of exchange rates of $9.4 million.

Gross Profit. Gross profit for the year ended December 31, 2009, increased $28.7 million, or 7.6%, from the year ended December 31, 2008. Gross profit for the year ended December 31, 2009, increased in North America by $30.4 million, increased in Europe by $0.3 million and decreased in South America by $2.0 million, when compared to the year ended December 31, 2008. Lower depreciation and amortization expense contributed $16.1 million to the increase, but was offset by the unfavorable impact of exchange rates of $19.7 million, as well as the reduction in volume of approximately $7.9 million. The remaining increase in gross profit of $40.2 million resulted from ongoing productivity initiatives and an overall better mix of products sold, slightly offset by net price reductions referred to above.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the year ended December 31, 2009, decreased $5.9 million, or 4.6%, from the year ended December 31, 2008. The decrease was primarily due to a decrease in professional fees related to an aborted 2008 transaction of $4.1 million, a decrease in consulting expenses of $3.3 million, the impact of exchange rates of $3.0 million and ongoing expense reduction efforts, partially offset by an increase in compensation-related expenses of $6.7 million.

Asset Impairment Charges. Asset impairment charges were $41.8 million for the year ended December 31, 2009, as compared to $96.1 million for the year ended December 31, 2008. We operate in a competitive industry with rapid technological innovation. In order to remain competitive, we develop and invest in new equipment which enhances productivity, often making older equipment obsolete. In addition, changing market conditions can also impact our ability to recover the carrying value of our long-lived assets. During 2009, we noted several factors indicating that there may be impairment in some of our asset groups. These included:

• the economic conditions in general;

• a continuing reduction in the automotive quart/liter container business as our customers convert to multi-quart/liter containers;

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• the introduction by us, and our competitors, of newer production technology in the plastic container industry which is improving productivity, causing certain of our older machinery and equipment to become obsolete; and

• the decline and/or loss of business in certain market segments.

We conducted impairment tests in accordance with ASC 360-10-35-15, “Subsequent Measurement—Impairment or Disposal of Long-Lived Assets,” and recorded impairment charges of $41.8 million for property, plant and equipment for the year ended December 31, 2009, compared to $93.2 million for the year ended December 31, 2008. The impairment of property, plant and equipment in 2008 was primarily due to the following:

• the deteriorating economic conditions in general;

• the expected decrease in volume of a major food and beverage customer;

• a continuing reduction in the automotive quart/liter container business as our customers convert to multi-quart/liter containers;

• the introduction by us, and our competitors, of newer production technology in the food and beverage sector which is improving productivity, causing certain of our older machinery and equipment to become obsolete; and

• the loss of business of a large automotive lubricants customer.

Of the 2009 impairment charges related to property, plant and equipment, $31.5 million, $3.9 million and $6.4 million were recorded in North America, Europe and South America, respectively.

We also evaluated the recoverability of our intangible assets, and consequently recorded no impairment charges related to intangible assets other than goodwill for the year ended December 31, 2009, as compared to $1.5 million for the year ended December 31, 2008. During 2008, we recorded impairment charges to our patented technologies and customer relationships of $1.0 million and $0.5 million, respectively.

We conducted our annual test for goodwill impairment as of December 31, 2009, and recorded no impairment charges for the year ended December 31, 2009, as compared to $1.4 million for the year ended December 31, 2008. The 2008 impairment charges were in connection with our plants in Brazil and Argentina.

Interest Expense. Interest expense for the year ended December 31, 2009, decreased $3.2 million from the year ended December 31, 2008. The decrease was primarily related to a decrease in interest rates (average 90-day LIBOR decreased from 2.9% for the year ended December 31, 2008, to 0.8% for the year ended December 31, 2009), lower debt levels and a decrease in amortization of deferred financing fees of $2.4 million. These decreases were partially offset by the extension, in May 2009, of $1,200.0 million of our term loan at a minimum LIBOR and increased LIBOR margin and an increase to interest expense resulting from the discontinuance of hedge accounting for our interest rate collar and swap agreements of $3.8 million. See “—Liquidity and Capital Resources” for a more detailed description of our term loan extension.

Net Loss on Debt Extinguishment. In May 2009, certain of the lenders under our Credit Agreement agreed to extend the final maturity date of certain loans and revolver commitments, which resulted in a net gain on debt extinguishment of $0.8 million. In November 2009, we tendered our 8.50% senior unsecured notes due 2012, which resulted in a net loss on debt extinguishment of $9.5 million. See “—Liquidity and Capital Resources” for a more detailed description of these transactions.

Other (Income) Expense, Net. Other (income) expense, net predominantly included net foreign exchange gains and losses for the years ended December 31, 2008 and 2009. Other income, net for the year ended December 31, 2009, was $1.6 million, as compared to other expense, net of $0.4 million for the year ended December 31, 2008.

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Income Tax Provision. Income tax provision for the year ended December 31, 2009, increased $8.4 million from the year ended December 31, 2008. The increase primarily resulted from a benefit recognized during the third quarter of 2008 associated with Mexican asset tax credit carryforwards, increased profitability of our Spanish and Mexican subsidiaries, valuation allowance adjustments in our Mexican and Brazilian subsidiaries and increases to domestic deferred tax liabilities that cannot be offset by net operating losses and other deferred tax assets.

Net Income (Loss). Primarily as a result of factors discussed above, net income was $20.8 million for the year ended December 31, 2009, compared to net loss of $57.8 million for the year ended December 31, 2008.

2008 Compared to 2007

The following table sets forth the summary of the condensed consolidated statements of income and related percentage changes for the periods indicated:

	Year ended December 31,						Increase/ (Decrease)		%  Increase/ (Decrease)
	2007			2008
	(Dollars in millions)
Net sales	$	2,470.9		$	2,559.0		88.1		3.6	%
Cost of goods sold		2,129.4			2,183.3		53.9		2.5
Gross profit (1)		341.5			375.7		34.2		10.0
% of net sales (2)		13.8	%		14.7	%
Selling, general and administrative expenses (1)		136.2			127.5		(8.7	)	(6.4	)
% of net sales (2)		5.5	%		5.0	%
Asset impairment charges		157.7			96.1		(61.6	)	(39.1	)
Net loss on disposal of property, plant and equipment		19.4			6.8		(12.6	)	(64.9	)
Operating income		28.2			145.3		117.1		>100.0
% of net sales (2)		1.1	%		5.7	%
Interest expense		205.9			180.1		(25.8	)	(12.5	)
Interest income		(0.9	)		(0.8	)	0.1		(11.1	)
Net loss on debt extinguishment		4.5			—		(4.5	)	(100.0	)
Other expense, net		2.0			0.4		(1.6	)	(80.0	)
Income tax provision		19.7			12.9		(6.8	)	(34.5	)
Loss from continuing operations		(203.0	)		(47.3	)	155.7		(76.7	)
Loss from discontinued operations		(3.7	)		(10.5	)	(6.8	)	>100.0
Net loss	$	(206.7	)	$	(57.8	)	148.9		(72.0	)%

(1) Amounts for gross profit and selling, general and administrative expenses may not be comparable to those of other companies, as the costs that we include in these line items may differ from the costs that other companies include. For a discussion of the types of costs included in each line item, see Note 1, “Significant Accounting Policies,” of the notes to the consolidated financial statements included elsewhere in this prospectus.

(2) As resin prices can fluctuate significantly, we believe that our gross profit, as well as certain expense items, should not be analyzed solely on a percentage of net sales basis. Fluctuations in crude oil and natural gas prices can cause significant fluctuations in resin prices, as can refining capacity and the demand for other petroleum-based products.

Net Sales. Net sales for the year ended December 31, 2008, increased $88.1 million, or 3.6%, from the year ended December 31, 2007. The increase in sales was primarily due to an increase in resin costs, which are passed through to customers, offset by lower volumes sold.

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The favorable impact of exchange rates increased sales by $23.5 million. Container units sold decreased by 4.3%, which decreased sales by approximately $130.6 million. The percentage of our sales from lightweighted products also increased. While we believe lightweighting offers us a competitive advantage, our unit cost is lower because of a lower resin content. The remaining sales increase of $195.2 million was largely due to resin cost increases, slightly offset by net price reductions both from operational cost savings shared with our customers and in response to competitive pressure.

On an operating segment basis, sales for the year ended December 31, 2008, in North America increased $54.9 million, or 2.6%, from the year ended December 31, 2007, primarily due to an increase in resin costs, offset by lower unit volume and net price reductions. North American sales in the food and beverage and automotive lubricants product categories contributed $53.5 million and $34.0 million, respectively, to the increase, while North American sales in the household and personal care/specialty product categories decreased $16.6 million and $16.0 million, respectively. Container units sold in North America decreased in the food and beverage, household, personal care/specialty and automotive lubricants product categories by 3.2%, 3.1%, 13.7% and 7.6%, respectively.

Sales for the year ended December 31, 2008, in Europe increased $18.9 million, or 7.4%, from the year ended December 31, 2007. The increase in sales was primarily due to the favorable impact of changes in exchange rates of $19.7 million.

Sales for the year ended December 31, 2008, in South America increased $14.3 million, or 18.9%, from the year ended December 31, 2007. The increase in sales was primarily due to increased unit volume of approximately $3.6 million and the favorable impact of exchange rates of $4.8 million.

Gross Profit. Gross profit for the year ended December 31, 2008, increased $34.2 million, or 10.0%, from the year ended December 31, 2007. Gross profit for the year ended December 31, 2008, increased in North America and Europe by $28.1 million and $7.0 million, respectively, while South America decreased by $0.9 million, when compared to the year ended December 31, 2007. The overall increase in gross profit was driven by several factors, including ongoing productivity initiatives, a mix shift to higher margin containers, lower depreciation and amortization expense of $25.6 million and a weakening of the U.S. dollar against the euro and other currencies of $6.9 million, partially offset by price reductions referred to above.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the year ended December 31, 2008, decreased $8.7 million, or 6.4%, from the year ended December 31, 2007. The decrease was primarily due to decreases in consulting expenses of $9.4 million and employee severance of $2.4 million and ongoing expense reduction efforts, partially offset by a $4.1 million increase in professional fees related to an aborted 2008 transaction.

Asset Impairment Charges. Asset impairment charges were $96.1 million for the year ended December 31, 2008, as compared to $157.7 million for the year ended December 31, 2007. We operate in a competitive industry with rapid technological innovation. In order to remain competitive, we develop and invest in new equipment which enhances productivity, often making older equipment obsolete. In addition, changing market conditions can also impact our ability to recover the carrying value of our long-lived assets. During 2008, we noted several factors indicating that there may be impairment in some of our asset groups. These included:

• the deteriorating economic conditions in general;

• the expected decrease in volume of a major food and beverage customer;

• a continuing reduction in the automotive quart/liter container business as our customers convert to multi-quart/liter containers;

• the introduction by us, and our competitors, of newer production technology in the food and beverage sector which is improving productivity, causing certain of our older machinery and equipment to become obsolete; and

• the loss of business of a large automotive lubricants customer.

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We conducted impairment tests in accordance with ASC 360-10-35-15, “Subsequent Measurement—Impairment or Disposal of Long-Lived Assets,” and recorded impairment charges of $93.2 million for property, plant and equipment for the year ended December 31, 2008, compared to $135.5 million for the year ended December 31, 2007. The impairment of property, plant and equipment in 2007 was primarily due to the following:

• a steady conversion to concentrate containers in the liquid laundry detergent market which has decreased sales;

• an ongoing reduction in the automotive quart/liter container business as our customers convert to multi-quart/liter containers;

• introduction by us, and our competitors, of newer production technology in the food and beverage sector which has improved productivity, causing certain of our older machinery and equipment to become obsolete; and

• the loss of the European portion of a customer’s business.

Of the 2008 impairment charges related to property, plant and equipment, $85.4 million, $3.5 million and $4.3 million were recorded in North America, Europe and South America, respectively.

We also evaluated the recoverability of our intangible assets, and consequently recorded impairment charges related to intangible assets other than goodwill in the United States of $1.5 million for the year ended December 31, 2008, as compared to $21.1 million for the year ended December 31, 2007. During 2008, we recorded impairment charges to our patented technologies and customer relationships of $1.0 million and $0.5 million, respectively, all in our North American operating segment. These intangible assets were recorded in conjunction with the acquisitions of O-I Plastic in 2004 and certain operations from Tetra-Pak Inc. in 2005. The patented technologies were impaired primarily as a result of not realizing the growth in revenues for this technology that was anticipated at the time of the acquisition of O-I Plastic. The customer relationships were impaired primarily as a result of reduced revenues for the plant acquired from Tetra-Pak Inc. During 2007, we recorded impairment charges to our licensing agreements, customer relationships and patented technologies of $19.1 million, $1.7 million and $0.3 million, respectively.

We conducted our annual test for goodwill impairment as of December 31, 2008, and recorded impairment charges of $1.4 million, as compared to $1.1 million for the year ended December 31, 2007. The 2008 impairment charges were in connection with our plants in Brazil and Argentina, while the 2007 impairment charges were in connection with our plant in Venezuela. The plants in Brazil and Argentina have not performed at the levels expected and our projected discounted cash flows for these reporting units resulted in fair values that were not sufficient to support the goodwill recorded at the time of the respective acquisitions of these plants. The Venezuela plant had suffered several years of losses and our projected discounted cash flows for this reporting unit had resulted in a fair value that was not sufficient to support the goodwill recorded at the time of the O-I Plastic acquisition.

Interest Expense. Interest expense for the year ended December 31, 2008, decreased $25.8 million from the year ended December 31, 2007. The decrease was primarily related to a decrease in interest rates (average 90-day LIBOR decreased from 5.3% for the year ended December 31, 2007, to 2.9% for the year ended December 31, 2008).

Other Expense, Net. Other expense, net predominantly included net foreign exchange losses for the years ended December 31, 2007 and 2008. Other expense, net for the year ended December 31, 2008, decreased $1.6 million from the year ended December 31, 2007.

Income Tax Provision. Income tax provision for the year ended December 31, 2008, decreased $6.8 million from the year ended December 31, 2007. The decrease primarily resulted from a reduction in unrecognized tax

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benefits of foreign subsidiaries and an increase in a deferred tax benefit associated with Mexican asset tax credit carryforwards. These decreases were partially offset by increased profitability in our Canadian and Mexican subsidiaries.

Net Loss. Primarily as a result of factors discussed above, net loss was $57.8 million for the year ended December 31, 2008, compared to net loss of $206.7 million for the year ended December 31, 2007.

Effect of Changes in Exchange Rates

We generally conduct business in our foreign operations in local currencies. Accordingly, our results of operations are affected by changes in foreign exchange rates. Income and expense accounts and cash flow items are translated at average monthly exchange rates during the period. As a result, a decline in the value of the U.S. dollar relative to the local currencies of profitable foreign subsidiaries can have a favorable effect on our profitability, and an increase in the value of the U.S. dollar relative to the local currencies of profitable foreign subsidiaries can have a negative effect on our profitability.

We manage foreign currency exposures (primarily to the euro, Canadian dollar, Polish zloty, Brazilian real, pound sterling and certain non-U.S. subsidiaries’ purchases of raw materials and/or sales of products in U.S. dollars) at the operating unit level. Exposures that cannot be naturally offset within an operating unit are hedged with derivative financial instruments where possible and cost effective in our judgment. Foreign currency exchange contracts which hedge defined exposures generally mature within twelve months. We do not generally hedge our exposure to translation gains or losses on our non-U.S. net assets. There were foreign currency exchange contracts of $10.2 million, $1.5 million and $1.4 million outstanding as of December 31, 2008, December 31, 2009, and June 30, 2010, respectively. Included in other expense (income), net were foreign exchange losses of $3.2 million, including a loss of $2.5 million related to the application of hyper-inflationary accounting for our Venezuelan subsidiary and the devaluation of the Venezuelan bolivar and foreign exchange gains of $1.7 million for the six months ended June 30, 2010 and 2009, respectively. Included in other (income) expense, net were foreign exchange losses of $1.9 million and $0.2 million and foreign exchange gains of $1.9 million for the years ended December 31, 2007, 2008 and 2009, respectively. Net sales for our Venezuelan subsidiary were $3.0 million for the six months ended June 30, 2010.

Assets and liabilities are translated at exchange rates in effect at the balance sheet date. Net exchange gains or losses resulting from the translation of foreign financial statements are recorded as a separate component of partners’ capital (deficit) under the caption “accumulated other comprehensive income.” Exchange rate fluctuations decreased comprehensive loss by $36.3 million, increased comprehensive loss by $65.9 million and increased comprehensive income by $19.6 million for the years ended December 31, 2007, 2008 and 2009, respectively. Exchange rate fluctuations decreased comprehensive income by $24.5 million and increased comprehensive income by $4.9 million for the six months ended June 30, 2010 and 2009, respectively.

Derivatives

During the first quarter of 2009, we elected to roll over our senior secured term loan in one-month increments to reduce our cash interest, as opposed to continuing to roll over our senior secured term loan in three-month increments to match the terms of our interest rate collar agreements. We have therefore discontinued hedge accounting for our interest rate collar and swap agreements. As a result, no change in fair value was recorded in other comprehensive income for the six months ended June 30, 2010 and 2009. Of the amount recorded within accumulated other comprehensive income (loss) as of June 30, 2010, 91% is expected to be recognized in interest expense in the next twelve months.

During 2009, we entered into a $1.2 million foreign currency exchange contract to hedge the exchange rate exposure on a transaction that is denominated in pound sterling. The contract was renewed in the third quarter of 2009 for another six months and increased to $1.5 million. The contract was renewed again in the first quarter of 2010 for another six months. This foreign currency exchange contract is accounted for as a cash flow hedge and is highly effective as defined by ASC 815, “Derivatives and Hedging.”

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With respect to our cash flow hedges, we routinely consider the possible impact of counterparty default when assessing whether a hedging relationship continues to be effective. We have considered the recent market events in determining the impact, if any, of counterparty default on our cash flow hedges. The cash flow hedges that we currently have are with major banking institutions and we have concluded that the likelihood of counterparty default is remote.

Liquidity and Capital Resources

Six Months Ended June 30, 2010, Compared to Six Months Ended June 30, 2009

In the six months ended June 30, 2010, we generated $100.2 million of cash flow from operations and $165.6 million of net proceeds from the IPO, and funded $75.7 million of investing activities and $199.6 million of other financing activities, resulting in a net use of cash of $11.7 million. The cash generated from operating activities came primarily from our net income adjusted for non-cash items, partially offset by an increase in working capital.

The increase in working capital was due to an increase in accounts receivable resulting from higher resin costs and higher sales in June 2010 compared to December 2009, partially offset by an increase in accounts payable also resulting from the higher resin costs.

Cash paid for property, plant and equipment for the six months ended June 30, 2010, was $75.9 million. Our largest capital spending in the first six months of 2010 included the installation of a new bottle line for a large beverage customer at our new on-site facility in Mexico, additional machinery and equipment at our new on-site facility for a large household customer in Missouri, and increasing production capacity through plant infrastructure improvements and machine upgrades in South America to better service a large automotive customer.

Cash used in financing activities included the paydown of the term loans using the net proceeds from the sale of additional units to GPC of $165.6 million. In addition, $62.5 million was repaid on the term loans as an excess cash flow payment required by the senior secured credit agreement and $8.3 million was repaid on the term loans for regular amortization.

Years ended December 31, 2007, 2008 and 2009

In 2007, 2008 and 2009, we generated $174.2 million, $211.2 million and $325.5 million of cash flow from operations, respectively. In addition, for 2007, 2008 and 2009, we had cash and cash equivalents of $18.3 million, $43.9 million and $147.8 million, respectively. These funds were primarily used to fund $149.1 million, $144.4 million and $145.0 million of net cash paid for property, plant and equipment for 2007, 2008 and 2009, respectively, $1.4 million of acquisitions for 2009, $4.5 million and $27.2 million of debt issuance fee payments for 2007 and 2009, respectively, $4.1 million of cash paid for the sale of a business for 2009 and $3.0 million of fees paid on behalf of GPC for its initial public offering.

The cash generated from operating activities for 2009 came primarily from our net income and reduction in working capital. The decrease in working capital, excluding cash, came from a reduction in accounts receivable and inventory primarily due to lower resin prices at the end of 2009 as compared to the end of 2008.

Cash paid for property, plant and equipment, excluding acquisitions, for 2007, 2008 and 2009 was $153.4 million, $148.6 million and $146.0 million, respectively. Our largest capital spending for 2009 included the installation of two new lines to service the east coast business of a food and beverage customer, the construction of an on-site plant for a large household customer in Missouri and new mold equipment for a beverage customer serving both east and west coast business. All of these projects were substantially complete by year end 2009. We believe that capital expenditures to maintain and upgrade property, plant and equipment are important to remain competitive. We estimate that on average the maintenance capital expenditures are approximately $30 million to $40 million per year. Additional capital expenditures beyond this amount will be required to expand capacity or improve our cost structure.

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Cash used in 2009 for debt repayment was for regular amortization on our term loans and an excess cash flow payment of $22.8 million as was required by our Credit Agreement based on our cash generated in 2008.

Indebtedness

As of June 30, 2010, we had total indebtedness outstanding of approximately $2,240.8 million, and we had an additional $249.8 million of available borrowing capacity under our existing senior secured revolving credit facility, after giving effect to $10.2 million of outstanding letters of credit. We continue to be highly leveraged. As of June 30, 2010, on a pro forma basis for the Transactions, our total indebtedness would have been $2,834.0 million consisting of: (i) $1,022.8 million Term Loan C outstanding ($1,038.1 million aggregate principal amount less a $15.3 million remaining unamortized discount to be included as interest expense as the Term Loan C matures); (ii) $906.3 million Term Loan D outstanding ($913.1 million aggregate principal amount less a $6.8 million unamortized discount to be included as interest expense as the Term Loan D matures); (iii) $250.3 million existing senior notes outstanding ($253.4 million aggregate principal amount less a $3.1 unamortized discount to be included as interest expense as the existing senior notes mature); (iv) $375.0 million aggregate principal amount of existing senior subordinated notes; (v) $250.0 million aggregate principal amount of 2018 Senior Notes; and (vi) $29.6 million of other debt consisting of $13.8 million in secured capital leases, $0.2 million of other secured debt and $15.6 million of indebtedness incurred by our non-guarantor subsidiaries. As of June 30, 2010, on a pro forma basis for the Transactions, we would have had an additional $249.8 million borrowing capacity under our revolving credit facility (after giving effect to $10.2 million outstanding letters of credit). Our pro forma cash interest expense for the six months ended June 30, 2010 would have been $111.8 million.

We expect to fund scheduled debt repayments in 2010 from cash flow from operations. We believe our ability to generate cash flow from operations will be adequate to meet anticipated cash requirements and to fund working capital spending and other cash needs for the next twelve months. Substantially all unused lines of credit have no major restrictions and are provided under notes between us and the respective lending institutions.

Senior Secured Credit Agreement

As of June 30, 2010, on a pro forma basis for the Transactions, our senior secured credit agreement would have consisted of (i) a senior secured term loan of $1,022.8 million outstanding ($1,038.1 million aggregate principal amount less a $15.3 million remaining unamortized discount) due April 5, 2014 (Term Loan C); (ii) a senior secured term loan of $906.3 million outstanding ($913.1 million aggregate principal amount less a $6.8 million unamortized discount) due six years from the closing date of the Transactions (Term Loan D described below) and (iii) a $260.0 million senior secured revolving credit facility (of which $135.2 million of commitments are due October 7, 2010 and $124.8 million of commitments are due October 1, 2013).

On May 28, 2009, certain of our Revolver lenders agreed to extend their commitments, with respect to $112.8 million of the total commitment, conditioned on the refinancing in full of our senior notes due 2012. As a result of such refinancing in November 2009, $135.2 million of commitments under the Revolver will expire on October 7, 2010, and the remainder of the commitments will expire on October 1, 2013. In conjunction with the extension of these revolving commitments, we also voluntarily reduced the amount of total revolving commitments available to us under the Credit Agreement from $250.0 million to $248.0 million. Subsequent to the IPO, we received a $12.0 million increase to our revolving commitments.

On May 28, 2009, the Credit Agreement was also amended such that we may not permit our senior secured debt to Covenant Compliance EBITDA (as defined below) ratio to exceed (a) 5.50x on the last day of any fiscal quarter ending on or before December 31, 2011; (b) 5.25x on the last day of any fiscal quarter ending on or after January 1, 2012, and ending on or before December 31, 2012; and (c) 5.00x on the last day of any fiscal quarter thereafter. As of June 30, 2010, we were in compliance in all material respects with all covenants in the Credit Agreement. See “Description of Other Indebtedness—Senior Secured Credit Agreement.”

Our obligations under the senior secured credit agreement are guaranteed by Holdings and certain domestic subsidiaries of the Operating Company. On a pro forma basis for the Transactions, the Term Loans will be

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payable in quarterly installments and require payments of $7.5 million in the remainder of 2010, $19.6 million in 2011, $19.6 million in 2012, $19.6 million in 2013, $1,010.5 million in 2014 and $874.3 million thereafter (disregarding any further mandatory or voluntary prepayments that may reduce such scheduled amortization payments).

Term Loan D

On September 23, 2010, we amended our Credit Agreement and entered into a new $913.1 million aggregate principal amount term loan facility, maturing on September 23, 2016 (Term Loan D). We issued the Term Loan D with a $6.8 million discount. Of the $906.3 million borrowed under the Term Loan D, $347.4 million was used to finance the Liquid Container Acquisition, and $558.9 million, plus existing cash, was used to repay the amount outstanding under the Term Loan B of our senior secured credit agreement.

The new Term Loan D is payable in quarterly installments beginning December 31, 2010 in aggregate annual amounts equal to 1.00% of the remaining principal amount thereof and will mature six years after the closing date of the Transactions. The prepayment terms, covenants, events of default and voting arrangements applicable to the new Term Loan D will be the same as those applicable to the existing term loan facilities.

For a more detailed description of the terms of the Term Loan C, the new Term Loan D, the senior secured revolving credit facility and the notes, see “Description of Other Indebtedness.”

Notes

As of June 30, 2010, on a pro forma basis for the Transactions, we had outstanding $253.4 million aggregate principal amount of 8.25% senior unsecured notes due 2017 (the “2017 Senior Notes”), $250 million aggregate principal amount of 8.25% senior unsecured notes due 2018 (the “2018 Senior Notes,” and together with the 2017 Senior Notes, the “Senior Notes”) and $375.0 million aggregate principal amount of 9.875% senior subordinated notes due 2014 (“Senior Subordinated Notes”), each co-issued by the Operating Company and CapCo I (collectively with the Senior Notes, the “Notes”). The Notes are unconditionally guaranteed, jointly and severally, by Holdings and certain domestic subsidiaries of the Operating Company and mature on October 7, 2014 (Senior Subordinated Notes), January 1, 2017 (2017 Senior Notes) and October 1, 2018 (2018 Senior Notes). Interest on the Senior Subordinated Notes is payable semi-annually at 9.875% per annum and interest on the Senior Notes is payable semi-annually at 8.25% per annum.

In connection with the issuance of the 2017 Senior Notes, we entered into a registration rights agreement, under which we agreed to register with the SEC notes having substantially identical terms as part of an offer to exchange freely tradable exchange notes for the 2017 Senior Notes. In addition, we agreed to use our reasonable best efforts to cause each exchange offer to be completed or, if required, to have one or more shelf registration statements declared effective, before November 24, 2010. If we fail to meet this target (a “registration default”), the annual interest rate on the 2017 Senior Notes increase by 0.25%. The annual interest rate on the 2017 Senior Notes will increase by an additional 0.25% for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 1.0% per year. If the registration default is corrected, the applicable interest rate on the 2017 Senior Notes will revert to the original level.

In connection with the issuance of the 2018 Senior Notes, we entered into a registration rights agreement, under which we agreed to register with the SEC notes having substantially identical terms as part of an offer to exchange freely tradable exchange notes for the 2018 Senior Notes. In addition, we agreed to use our reasonable best efforts to cause each exchange offer to be completed or, if required, to have one or more shelf registration statements declared effective, before September 23, 2011. If we fail to meet this target (a “registration default”), the annual interest rate on the 2018 Senior Notes will increase by 0.25%. The annual interest rate on the 2018 Senior Notes will increase by an additional 0.25% for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 1.0% per year. If the registration default is corrected, the applicable interest rate on the 2018 Senior Notes will revert to the original level.

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Covenant Compliance EBITDA

The Credit Agreement and the indentures governing the Notes contain a number of significant covenants. We believe that these covenants are material terms of these agreements and that information about the covenants is material to an investor’s understanding of our financial condition and liquidity. Covenant Compliance EBITDA is used to determine our compliance with certain of these covenants. Any breach of covenants in the Credit Agreement (including those that are tied to financial ratios based on Covenant Compliance EBITDA) could result in a default under the Credit Agreement and the lenders could elect to declare all amounts borrowed to be immediately due and payable. Any such acceleration would also result in a default under the indentures. Additionally, these covenants restrict our and our subsidiaries’ ability to dispose of assets, repay other indebtedness, incur additional indebtedness, pay dividends, prepay subordinated indebtedness, incur liens, make capital expenditures, investments or acquisitions, engage in mergers or consolidations, engage in transactions with affiliates and otherwise restrict our activities. Under the Credit Agreement, we are required to satisfy specified financial ratios and tests. The Credit Agreement also requires that up to 50% of excess cash flow (as defined in the Credit Agreement) is applied on an annual basis to pay down the Term Loans. As of June 30, 2010, we were in compliance with the financial ratios and tests specified in the Credit Agreement.

We define Covenant Compliance EBITDA as EBITDA (i.e., earnings before interest, taxes, depreciation and amortization) further adjusted to exclude non-recurring items, non-cash items and other adjustments required in calculating Covenant Compliance under the Credit Agreement and the indentures, as shown in the table below. The table below includes our historical Covenant Compliance EBITDA and the Covenant Compliance EBITDA on a pro forma basis for the Transactions for the four quarters ended June 30, 2010. Our indentures require us to give pro forma effect to certain transactions, such as the Transactions, for purposes of calculating the Covenant Compliance EBITDA. Covenant Compliance EBITDA is not intended to represent cash flow from operations as defined by generally accepted accounting principles and should not be used as an alternative to net income as an indicator of operating performance or to cash flow as a measure of liquidity. We believe that the inclusion of Covenant Compliance EBITDA in this prospectus is appropriate to provide additional information to investors about the calculation of certain financial covenants in the Credit Agreement and the indentures. Because not all companies use identical calculations, these presentations of Covenant Compliance EBITDA may not be comparable to other similarly titled measures of other companies. A reconciliation of income (loss) from continuing operations to Covenant Compliance EBITDA is as follows:

Reconciliation of income (loss) from continuing operations to EBITDA

	Six  Months Ended June 30,						Four Quarters Ended						Pro Forma Four  Quarters Ended (a)
	2010			2009			December 31, 2009			June 30, 2010			June 30, 2010
	(In millions)
Income (loss) from continuing operations	$	25.7		$	55.4		$	30.3		$	0.6		$	(23.3	)
Interest income		(0.3	)		(0.5	)		(1.1	)		(0.9	)		(0.9	)
Interest expense		87.3			76.9			176.9			187.2			240.0
Income tax provision		5.1			9.1			21.3			17.4			17.4
Depreciation and amortization (b)		77.6			79.0			158.6			157.2			194.9
EBITDA	$	195.4		$	219.9		$	386.0		$	361.5		$	428.1

(a) Pro forma amounts for the four quarters ended June 30, 2010, may not equal amounts calculated from the financial information included elsewhere in this prospectus due to rounding.

(b) Excludes depreciation and amortization from discontinued operations, asset impairment charges and amortization of debt issuance fees, which is included in interest expense.

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Reconciliation of EBITDA to Covenant Compliance EBITDA and Ratios

	Six Months Ended June 30,					Four Quarters Ended				Pro Forma Four Quarters Ended
						December 31, 2009		June 30, 2010		June 30, 2010 (a)
	2009			2010
	(In millions, except ratio data)
EBITDA	$	219.9		$	195.4	$	386.0	$	361.5	$	428.1
Asset impairment charges — Holdings		8.0			2.8		41.8		36.6		36.6
Other non-cash charges — Holdings (b)		2.7			1.7		7.3		6.3		6.3
Fees paid pursuant to monitoring agreements — Holdings (c)		2.5			0.9		5.0		3.4		3.4
Net (gain) loss on debt extinguishment — Holdings		(0.8	)		2.7		8.7		12.2		12.2
Contract termination fee and IPO-related expenses — Holdings (d)		—			39.4		0.2		39.6		39.6
Venezuelan hyper-inflationary accounting — Holdings		—			2.5		—		2.5		2.5
Reorganization and other costs — Holdings (e)		5.4			4.1		14.2		13.0		13.0
Project startup costs — Holdings (f)		7.0			5.8		12.1		10.8		10.8
Management compensation — Liquid Container (g)		—			—		—		—		0.6
Katrina–related fees — Liquid Container		—			—		—		—		0.3
Project startup costs — Liquid Container (f)		—			—		—		—		1.4
Cost savings (h)		—			—		—		—		20.0
Covenant Compliance EBITDA	$	244.7		$	255.3	$	475.3	$	485.9	$	574.8
Senior secured net debt (i)		—			—		—	$	1,494.7	$	1,853.4
Ratio of senior secured net debt to Covenant Compliance EBITDA		—			—		—		3.1x		3.2x
Fixed charges (cash interest expense) (j)		—			—		—	$	183.7	$	234.0
Ratio of Covenant Compliance EBITDA to fixed charges		—			—		—		2.6x		2.5x

(a) Pro forma amounts for the four quarters ended June 30, 2010, may not equal amounts calculated from the financial information included elsewhere in this prospectus due to rounding.

(b) Represents the net loss on disposal of fixed assets, stock-based compensation expense and equity income from unconsolidated subsidiaries.

(c) Represents annual fees paid to Blackstone Management Partners III L.L.C. and a partner of Holdings pursuant to the Fifth Amended and Restated Limited Partnership Agreement, the Sixth Amended and Restated Limited Partnership Agreement entered into in connection with the IPO and the Monitoring Agreement, which terminated in connection with the IPO.

(d) Represents costs related to the termination of the Monitoring Agreement, IPO bonus payments and other IPO-related costs.

(e) Represents costs related to plant closures, employee severance and other costs defined in the Credit Agreement.

(f) Represents costs associated with startups of manufacturing lines to produce new products.

(g) Represents compensation paid to Liquid Container’s Chairman of the Board who was terminated upon consummation of the Transactions.

(h) Represents cost reductions we expect to receive from the Liquid Container Acquisition. The largest component of these expected savings is in the procurement of miscellaneous raw materials and packaging, energy and freight services and other overlapping services such as technology, telecommunications and human resources. We also expect to reduce costs through plant efficiencies by implementing our successful practices, such as energy audits, air compression audits, outside warehousing, leased equipment programs,

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line speed improvement and material handling practices, at Liquid Container’s facilities. In addition, we intend to eliminate duplicative corporate functions and other expenses. We expect it will take up to two years to achieve all of these efficiencies.

(i) Senior secured net debt consists of indebtedness outstanding under our senior secured credit agreement (which excludes $15.3 million of unamortized discount arising from the May 2009 modification of that agreement for historical presentation, and the $15.3 million and $6.8 million of unamortized discounts related to the Term Loan D for pro forma presentation), capital lease obligations, amounts outstanding under foreign and other revolving credit facilities and other debt, less unrestricted cash and cash equivalents.

(j) Cash interest expense is equal to interest expense (including amounts capitalized), less interest income, amortization of deferred financing fees, amortization of discounts related to Holdings’ May 2009 debt modification, the existing senior notes and the Term Loan D, amounts reclassified from accumulated other comprehensive income (loss) and amounts to account for the change in fair value from the date Holdings discontinued hedge accounting for interest rate swap and collar agreements.

Under applicable debt agreements, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based on Covenant Compliance EBITDA. The Credit Agreement requires that we maintain a senior secured net debt to Covenant Compliance EBITDA ratio at a maximum of 5.5x for the most recent four-quarter period. For the four quarters ended June 30, 2010, the Operating Company’s Covenant Compliance EBITDA was $485.9 million (or $574.8 million on a pro forma basis for the Transactions) and the senior secured net debt to Covenant Compliance EBITDA ratio was 3.1x (or 3.2x on a pro forma basis for the Transactions). Given the level of senior secured debt as of June 30, 2010, the Operating Company’s Covenant Compliance EBITDA could have fallen by $214.1 million to $271.8 million (or $237.8 million to $337.0 million on a pro forma basis for the Transactions) for the four quarters ended June 30, 2010, and we still would have been in compliance with the covenants in the Credit Agreement. The ability of the Operating Company to incur additional debt and make certain restricted payments under its Notes is tied to a minimum Covenant Compliance EBITDA to fixed charges (cash interest expense) ratio of 2.0x, except that the Operating Company may incur certain debt and make certain restricted payments without regard to the ratio, including, but not limited to, exceptions permitting $2.2 billion under the Credit Agreement and investments equal to 7.5% of the Operating Company’s total assets. The Covenant Compliance EBITDA to fixed charges ratio was 2.6x (or 2.5x on a pro forma basis for the Transactions) for the four quarters ended June 30, 2010.

Substantially all of the tangible and intangible assets of our domestic subsidiaries that are guarantors under the Credit Agreement are pledged as collateral pursuant to the terms of the Credit Agreement.

Under the Credit Agreement, as amended, the Operating Company is subject to restrictions on the payment of dividends or other distributions to Holdings; provided that, subject to certain limitations, the Operating Company may pay dividends or other distributions to Holdings:

• with respect to overhead, tax liabilities, legal, accounting and other professional fees and expenses; and

• to fund purchases and redemptions of equity interests of Holdings or GPC held by then present or former officers or employees of Holdings, the Operating Company or their Subsidiaries (as defined therein) or by any employee stock ownership plan upon that person’s death, disability, retirement or termination of employment or other circumstances with annual dollar limitations.

We and our subsidiaries, affiliates or significant stockholders (including Blackstone) may, from time to time, subject to limitations in our debt agreements and in our or their sole discretion, purchase, repay, redeem or retire any of our outstanding debt or equity securities (including any publicly issued debt or equity securities), in privately negotiated or open market transactions, by tender offer or otherwise.

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For the year 2010, we expect to incur capital expenditures ranging from $140 million to $160 million. However, total capital expenditures will depend on the size and timing of growth related opportunities. Our principal source of cash to fund ongoing operations and capital requirements has been and is expected to continue to be cash flow from operations. We believe that cash flow from operations will be sufficient to fund our ongoing operations and foreseeable capital requirements. In connection with plant expansion and improvement programs, we had commitments for capital expenditures of $24.3 million at December 31, 2009.

We have entered into agreements with an unrelated third-party for the financing of specific accounts receivable of certain foreign subsidiaries. For a further description of these agreements see “—Off-Balance Sheet Arrangements.”

Year 2010 Outlook

For 2010, we believe we will have opportunities for further product packaging conversions to plastic. These opportunities could be balanced or offset by continued economic uncertainty, which may affect sales of certain products. In response to fluctuating conditions, we plan to control expenses, increase productivity and maintain discipline on working capital and capital expenditures.

The global economic climate has also resulted in increased foreign exchange rate volatility. We derive a significant percentage of our revenues from our non-U.S subsidiaries operating in their local currencies and those results are affected by changes in the values of non-U.S. currencies to the U.S. dollar. If the dollar remains at its current level relative to the local currencies of the countries in which we operate, or further strengthens, our sales and net income will be affected and the impact could be material. In January 2010, Venezuela became a country that has a highly inflationary economy. As such, in 2010, we will begin re-measuring our Venezuelan entity as if its functional currency was our reporting currency. We believe that this will not have a significant impact on our financial statements. We employ a number of strategies to manage our currency risks, including the use of derivative financial instruments. However, there can be no assurance that our efforts to manage our currency risks will be successful.

Contractual Obligations and Commitments

The following table sets forth our significant contractual obligations and commitments as of December 31, 2009, with selected data updated for significant events through June 30, 2010, giving effect to the paydown of our debt with the contribution received from GPC in exchange for limited partnership units following its IPO, to contributions received from GPC in exchange for limited partnership units in connection with the sale of additional shares following the IPO and for an excess cash flow payment due for the year ended December 31, 2009, paid in March 2010:

	Payments Due by Period
Contractual Obligations	Total		2010		2011 and 2012		2013 and 2014		2015 and beyond
	(In thousands)
Long-term debt obligations (a)(b)	$	2,245,447	$	18,806	$	586,387	$	1,386,876	$	253,378
Capital lease obligations		17,039		10,414		6,622		3		—
Interest payments (b)(c)		586,759		78,551		272,994		193,407		41,807
Operating lease obligations		150,637		31,029		45,322		33,501		40,785
Capital expenditures		24,312		24,312		—		—		—
Fees to Blackstone and the Graham Family (d)		5,449		1,449		2,000		2,000		—
Total	$	3,029,643	$	164,561	$	913,325	$	1,615,787	$	335,970

(a) Amounts exclude the unamortized discounts related to the Credit Agreement and Senior Notes of $18.4 million as of June 30, 2010.

(b) Amounts reflect the effect of the paydown of our Credit Agreement of $114.2 million on February 17, 2010, with the contribution received from GPC in exchange for limited partnership units following its IPO, $14.7

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million in March 2010 with the contributions received from GPC in exchange for limited partnership units in connection with the sale of additional shares following the IPO and for an excess cash flow payment of $62.5 million due for the year ended December 31, 2009, paid in March 2010.

(c) Interest payments are calculated based upon our actual interest rates as of June 30, 2010.

(d) Represents annual fees paid and payable to Blackstone Management Partners III L.L.C. and the Graham Family under monitoring agreements and the limited partnership agreement of Holdings. Such agreements have no contractual term and for purposes of this table are assumed to be outstanding for a period of five years. For further information of such agreements, see Note 14, “Transactions with Related Parties,” of the notes to consolidated financial statements included in this prospectus. The amounts in the table reflect the reduction of the fees resulting from the termination of the Amended and Restated Monitoring Agreement on February 10, 2010, in conjunction with GPC’s initial public offering. The amount for 2010, however, does not include the fee of $35.0 million to terminate this agreement, which has already been paid.

The following table sets forth our significant contractual obligations and commitments as of June 30, 2010, giving effect to (i) the activity in connection with the IPO and the excess cash flow payment described above and (ii) the Transactions and the estimated use of proceeds therefrom:

	Payments Due by Period
Contractual Obligations	Total		2010		2011 and 2012		2013 and 2014		2015 and beyond
	(In thousands)
Long-term debt excluding capital leases(a)	$	2,845,420	$	18,179	$	44,432	$	1,405,138	$	1,377,671
Interest payments(b)(c)		1,053,248		109,192		411,563		340,531		191,962

(a) Amounts exclude $25.2 million of unamortized discounts related to the Credit Agreement, including the new Term Loan D, and the existing senior notes as of June 30, 2010, on a pro forma basis.

(b) Amounts reflect the effect of the payoff of the Term Loan B in an aggregate principal amount of $563.1 million plus $2.0 million of accrued interest.

(c) Interest payments are calculated based on the actual interest rate of our Credit Agreement and the Notes as of June 30, 2010, an assumed minimum LIBOR rate of 1.75% plus an applicable margin of 4.25%, amortization of the related assumed $6.8 million discount at issuance on our Credit Agreement, as amended for the Term Loan D, and pro forma interest expense at 8.25% per annum on the 2018 Senior Notes.

In addition to the amounts included above, in 2010 we expect to make cash contributions to our pension plans of approximately $7.3 million. Cash contributions in subsequent years will depend on a number of factors including the performance of plan assets.

Uncertain tax contingencies are positions taken or expected to be taken on an income tax return that may result in additional payments to tax authorities. However, due to the uncertainty of the timing of future cash flows associated with our unrecognized tax benefits, we are unable to make reasonably reliable estimates of the period of cash settlement, if any, with the respective taxing authorities. Accordingly, unrecognized tax benefits of $24.0 million as of December 31, 2009, have been excluded from the contractual obligations table above. For further information related to unrecognized tax benefits, see Note 20, “Income Taxes,” of the notes to the consolidated financial statements included in this prospectus.

Other contractual obligations include certain derivatives with a net liability of $16.8 million as of December 31, 2009. We would have been required to pay this amount to the counterparties to settle these derivatives at December 31, 2009. As required under ASC 815-30, “Derivative Instruments and Hedging Activities,” these derivatives will be revalued at each balance sheet date, potentially resulting in a different asset or liability position. Based on the uncertainty of timing and amounts of payments in the future, these derivative contracts are excluded from the contractual obligations table above.

In connection with the IPO, GPC entered into Income Tax Receivable Agreements (“ITRs”) which will obligate it to make payments to its pre-IPO stockholders (including Blackstone) and the Graham Family of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that it actually realizes (or is

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deemed to realize in the case of an early termination by GPC or a change of control) as a result of (i) the utilization of GPC’s net operating losses attributable to periods prior to the IPO, (ii) any increase to the tax basis of the assets of Holdings relating to GPC’s 1998 acquisition of 85% of Holdings and current and future exchanges of limited partnership units by the Graham Family pursuant to the exchange agreement, and (iii) other tax benefits related to GPC entering into the ITRs, including tax benefits attributable to payments under the ITRs. As of June 30, 2010, the value of the ITRs obligations was $11.4 million. Because GPC is a holding company with no operations of its own, its ability to make payments under the ITRs is dependent on our ability to make future distributions. For the six months ended June 30, 2010, no payments under these ITRs have been made.

Off-Balance Sheet Arrangements

As of June 30, 2010, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

We have entered into agreements with an unrelated third-party for the financing of specific accounts receivable of certain foreign subsidiaries. The financing of accounts receivable under these agreements is accounted for as a sale of receivables in accordance with the guidance under ASC 860-20, “Sale of Financial Assets.” Under the terms of the financing agreements, we transfer ownership of eligible accounts receivable without recourse to the third-party purchaser in exchange for cash. Proceeds on the transfer reflect the face value of the accounts receivable less a discount. The discount is recorded against net sales on the consolidated statement of operations in the period of the sale. The eligible receivables financed pursuant to this factoring agreement are excluded from accounts receivable on the consolidated balance sheet and are reflected as cash provided by operating activities on the consolidated statement of cash flows, while non-eligible receivables remain on the balance sheet with a corresponding liability established when those receivables are financed. We do not continue to service, administer and collect the eligible receivables under this program. The third-party purchaser has no recourse to us for failure of debtors constituting eligible receivables to pay when due. We maintain insurance on behalf of the third-party purchaser to cover any losses due to the failure of debtors constituting eligible receivables to pay when due. At June 30, 2010, and December 31, 2009, we had sold $16.4 million and $15.7 million of eligible accounts receivable, respectively, which represent the face amounts of total outstanding receivables at those dates.

Critical Accounting Policies and Estimates

Long-Lived Assets

The plastic container business is capital intensive and highly competitive. Technology and market conditions can change rapidly, possibly impacting the fair value of our long-lived assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We use either a single scenario estimate or a probability-weighted estimate of the future undiscounted net cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. For assets deemed not recoverable, any impairment loss, if indicated, is measured on the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. When fair values are not available, we estimate fair value using either single scenario expected future cash flows discounted at a risk-adjusted rate or probability-weighted expected future cash flows discounted at a risk-free rate. Management believes that this policy is critical to the financial statements, particularly when evaluating long-lived assets for impairment. Varying results of this analysis are possible due to the significant estimates involved in our evaluations.

As part of our review for impairment of long-lived assets during the year ended December 31, 2009, we performed an evaluation of indicators of possible impairment. Long-lived assets, with a net book value of $125.0 million, were identified as having a carrying value that may not be recoverable. Our further evaluation of these assets (“Step 1 analysis”) indicated that assets with a net book value of $94.5 million were not impaired, as the estimated undiscounted cash flows exceeded the net book value. Assets with a net book value of $30.5 million required further evaluation (“Step 2 analysis”) for impairment as a result of the net book value exceeding the estimated undiscounted cash flows. The estimated fair value of such assets was compared to the net book value, resulting in impairment charges (including impairment charges related to idle assets with no future value identified during the year) of $41.8 million for the year ended December 31, 2009. For assets that were

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considered not to be impaired following the Step 1 analysis, the expected undiscounted future cash flows substantially exceeded the total net book value of such assets.

Impairment of Goodwill

Goodwill is not amortized, but instead is subject to impairment testing. We perform an evaluation to determine whether goodwill is impaired annually, or when events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include unexpected adverse business conditions, economic factors, unanticipated technological changes or competitive activities, loss of key personnel and acts by governments and courts.

We test impairment at the reporting unit level, which, as defined in ASC 350-20, “Intangibles—Goodwill and Other,” is an operating segment or one level below an operating segment (referred to as a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. We generally define our reporting units at the country level.

The identification and measurement of goodwill impairment involves the estimation of the fair value of reporting units. We consider a number of factors, including the input of an independent appraisal firm, in conducting the impairment testing of our reporting units. We perform our impairment testing by comparing the estimated fair value of the reporting unit to the carrying value of the reported net assets, with such testing occurring as of the end of each year. Fair value is generally based on the income approach using a calculation of discounted cash flows, based on the most recent financial projections for the reporting units, and is reconciled to our determination of total enterprise fair value. The financial projections are management’s best estimates based on current and forecasted market conditions. The calculation of fair value for our reporting units incorporates many assumptions including future growth rates, profit margins and discount factors; such assumptions are consistent with our annual budgeting and forecasting process. Changes in economic and operating conditions impacting these assumptions could result in additional impairment charges in future periods. In concluding on the fair values, we also consider the reasonableness of the implied EBITDA multiples resulting from the discounted cash flow analyses in comparison to EBITDA multiples from publicly traded companies in our industry and relevant transactions. We do not, however, directly apply a market approach in determining the fair values. Our methodology for determining fair values remained consistent for reported periods.

Our evaluation as of December 31, 2009, resulted in no impairment charges. A 1% increase in the discount rates used in our evaluation would have resulted in a reduction of enterprise fair value of reporting units tested of approximately $358 million and no additional impairment charge for the year ended December 31, 2009. The goodwill remaining on the books as of December 31, 2009, was $386.0 million, $34.8 million, $12.5 million and $3.8 million for the reporting units of the U.S., Mexico, Poland and the Netherlands, respectively. The estimated fair values determined for each of these reporting units substantially exceeded their respective carrying values as of December 31, 2009.

Derivatives

We account for derivatives under ASC 815, “Derivatives and Hedging.” This guidance establishes accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. All derivatives, whether designated in hedging relationships or not, are required to be recorded on the balance sheet at fair value. The fair value of the derivatives is determined from sources independent of us, including the financial institutions which are party to the derivative instruments. The fair value of derivatives also considers the credit default risk of the paying party. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item will be recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portion of the change in the fair value of the derivative will be recorded in other comprehensive income (loss) and will be recognized in the income statement when the hedged item affects earnings.

In the past, we have entered into interest rate swap and collar agreements, foreign currency exchange contracts and natural gas swap agreements. These derivative contracts are accounted for as cash flow hedges.

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ASC 815 defines requirements for designation and documentation of hedging relationships as well as ongoing effectiveness assessments in order to use hedge accounting. For a derivative that does not qualify as a hedge, changes in fair value will be recognized in earnings. Continued use of hedge accounting is dependent on management’s adherence to this accounting policy. Failure to properly document our interest rate swap and collar agreements, foreign currency exchange contracts and natural gas swap agreements as cash flow hedges would result in income statement recognition of all or part of any future unrealized gain or loss recorded in other comprehensive income (loss). The potential income statement impact resulting from a failure to adhere to this policy makes this policy critical to the financial statements.

Benefit Plans

We have several defined benefit plans, under which participants earn a retirement benefit based upon a formula set forth in the plan. Key assumptions used in the actuarial valuations include the discount rate and the anticipated rate of return on plan assets, as determined by management. These rates are based on market interest rates, and therefore, fluctuations in market interest rates could impact the amount of pension expense recorded for these plans. Our primary U.S. defined benefit plan for hourly and salaried employees was frozen to future salary and service accruals in the fourth quarter of 2006.

These assumptions change based on changes in rates derived from high-quality long-term bond indices, the terms of which approximate the term of the cash flows to pay the accumulated benefit obligations when due. A decrease of 50 basis points in the discount rate and the long-term rate of return on plan assets, assuming no other changes in estimates, would have increased the amount of the required annual expense by approximately $0.6 million for the year ended December 31, 2009, and increased the pension liability by $0.4 million as of December 31, 2009.

Income Taxes

We account for income taxes in accordance with ASC 740-10, “Income Taxes,” which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the financial reporting and tax bases of recorded assets and liabilities. ASC 740-10 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. We have recorded a valuation allowance to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized. Our assumptions regarding future realization may change due to future operating performance and other factors.

Inherent in determining our effective tax rate are judgments regarding business plans and expectations about future operations. These judgments include the amount and geographic mix of future taxable income, limitations on usage of net operating loss carry-forwards, potential tax law changes, the impact of ongoing or potential tax audits, earnings repatriation plans and other future tax consequences.

In 2007, we implemented the guidance under ASC 740-10, “Basic Recognition Threshold,” which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 also provides guidance on accounting for derecognition, interest, penalties, accounting in interim periods, disclosure and classification of matters related to uncertainty in income taxes and transitional requirements upon adoption of this guidance. Due to the significant amounts involved and judgment required, we deem this policy to be critical to our financial statements.

For disclosure of all of our significant accounting policies, see note 1 of the notes to the consolidated financial statements included elsewhere in this prospectus.

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Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2009. Management’s assessment of internal control over financial reporting was conducted using the criteria in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a control deficiency, or combination of control deficiencies, that results in the reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected in a timely manner. In connection with management’s assessment of our internal control over financial reporting, management has concluded that our internal control over financial reporting was effective at December 31, 2009, and that there were no material weaknesses in our internal control over financial reporting as of that date.

Deloitte & Touche LLP, an independent registered public accounting firm, which has audited and reported on the consolidated financial statements contained in this prospectus, has issued its report on the effectiveness of our internal control over financial reporting which appears elsewhere in this prospectus.

Recently Issued Accounting Pronouncements

In September 2006, the FASB issued guidance under ASC 820-10, “Fair Value Measurements and Disclosures” (formerly Statement of Financial Accounting Standards (“SFAS”) 157, “Fair Value Measurements”). This guidance establishes a single authoritative definition of fair value, sets out a framework to classify the source of information used in fair value measurements, identifies additional factors that must be disclosed about assets and liabilities measured at fair value based on their placement in the new framework and modifies the long-standing accounting presumption that the transaction price of an asset or liability equals its initial fair value. In February 2008, the FASB delayed the effective date for certain non-financial assets and liabilities until January 1, 2009. We adopted this guidance effective January 1, 2008, for financial assets and liabilities (see note 12 of the notes to the consolidated financial statements included elsewhere in this prospectus for further discussion). We adopted this guidance for certain non-financial assets and liabilities effective January 1, 2009, and the adoption had no impact on our financial statements as it relates to these assets and liabilities.

In March 2008, the FASB issued guidance under ASC 815-30, “Derivatives and Hedging” (formerly SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities”). This guidance is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. It requires disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also requires more information about an entity’s liquidity by requiring disclosure of derivative features that are credit risk-related, and requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. We adopted this guidance effective January 1, 2009.

In December 2008, the FASB issued guidance under ASC 715, “Defined Benefit Plans” (formerly Staff Position FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets”), which requires

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enhanced disclosures of the plan assets of an employer’s defined benefit pension or other postretirement benefit plans. The disclosures required under this guidance include information regarding the investment allocation decisions made for plan assets, the fair value of each major category of plan assets disclosed separately for pension plans and other postretirement benefit plans and the inputs and valuation techniques used to measure the fair value of plan assets that would be similar to the disclosures about fair value measurements required by ASC 820-10. We adopted this guidance effective December 31, 2009.

In April 2009, the FASB issued guidance under ASC 825-10-65-1, “Financial Instruments—Overall—Transition and Open Effective Date Information” (formerly Staff Position FAS 107-1 and Accounting Principles Board Opinion 28-1, “Interim Disclosures about Fair Value of Financial Instruments”). This guidance requires disclosures about fair value of financial instruments for interim reporting periods that were previously only required in annual financial statements. We adopted this guidance effective June 30, 2009.

In May 2009, the FASB issued guidance under ASC 855, “Subsequent Events” (formerly SFAS 165, “Subsequent Events”). This guidance establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. We adopted this guidance effective June 30, 2009, and the adoption had no impact on our financial statements.

In June 2009, the FASB issued guidance under ASC 860, “Transfers and Servicing” (formerly SFAS 166, “Accounting for Transfers of Financial Assets, an amendment of SFAS 140”). This guidance improves the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial reports about a transfer of financial assets, the effects a transfer will have on its financial performance and cash flows and any transferor’s continuing involvement in transferred financial assets. This guidance is effective for interim and annual reporting periods that begin after November 15, 2009. We adopted this guidance effective January 1, 2010, and the adoption had no impact on our financial statements.

In June 2009, the FASB issued guidance under ASC 105-10, “Generally Accepted Accounting Principles” (formerly SFAS 168, “FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”). This guidance establishes the ASC as the single source of authoritative nongovernmental generally accepted accounting principles (“GAAP”), superseding existing pronouncements published by the FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other accounting bodies. This guidance establishes only one level of authoritative GAAP. All other accounting literature will be considered non-authoritative. The ASC reorganizes the GAAP pronouncements into accounting topics and displays them using a consistent structure. We adopted this guidance effective July 1, 2009.

Management has determined that all other recently issued accounting pronouncements will not have a material impact on our financial statements, or do not apply to our operations.

Environmental Matters

We are subject to potential loss contingencies resulting from regulation by various federal, state, local and foreign governmental authorities with respect to the environmental impact of our operating facilities. In the event a known environmental issue is identified, we may incur substantial costs to comply with environmental laws and regulations. See note 22 of the notes to the condensed consolidated financial statements (unaudited) for further discussion.

Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business we are subject to risk from adverse fluctuations in interest and foreign exchange rates and commodity prices. We manage these risks through a program that includes the use of derivative financial instruments, primarily interest rate swap and collar agreements, foreign currency exchange contracts and natural gas swap agreements. Counterparties to these contracts are major financial institutions.

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These instruments are not used for trading or speculative purposes. The extent to which we use such instruments is dependent upon our access to them in the financial markets and our use of other methods, such as netting exposures for foreign exchange risk and establishing sales arrangements that permit the pass-through to customers of changes in commodity prices and foreign exchange rates, to effectively achieve our goal of risk reduction. Our objective in managing our exposure to market risk is to limit the impact on earnings and cash flow.

Interest Rate Risk

The following table sets forth our long- and short-term debt commitments outstanding as of June 30, 2010. For variable-rate debt obligations, the table presents principal cash flows and related actual weighted average interest rates as of June 30, 2010. For fixed-rate debt obligations, the table presents principal cash flows and related weighted average interest rates by maturity dates. This table has been updated to reflect changes directly related to the paydowns of debt of $114.2 million in February 2010 with the contributions received from GPC in exchange for limited partnership units in connection with the IPO and of $14.7 million in March 2010 with the contributions received from GPC in exchange for limited partnership units in connection with the sale of additional shares following the IPO and for an excess cash flow payment of $62.5 million due for the year ended December 31, 2009, paid in March 2010.

	Expected Maturity Date of Long-Term Debt (Including Current Portion) at June 30, 2010																					Fair Value at March 31, 2010
	2010			2011			2012			2013			2014			Thereafter			Total
	(Dollars in thousands)
Interest rate sensitive liabilities:
Variable-rate borrowings, including short-term amounts(a)	$	15,914		$	574,792		$	10,921		$	10,513		$	1,001,357		$	—		$	1,613,497		$	1,612,352
Average interest rate		8.70	%		2.67	%		7.11	%		6.75	%		6.75	%		—			5.32	%
Fixed-rate borrowings(b)	$	10,083		$	6,662		$	611		$	9		$	375,000		$	253,378		$	645,743		$	650,380
Average interest rate		9.75	%		8.14	%		6.13	%		3.99	%		9.88	%		8.25	%		9.21	%
Total interest rate sensitive liabilities	$	25,997		$	581,454		$	11,532		$	10,522		$	1,376,357		$	253,378		$	2,259,240		$	2,262,732

(a) Excludes $15.3 million of unamortized discount.

(b) Excludes $3.1 million of unamortized discount.

Based on the outstanding amount of our variable-rate indebtedness at June 30, 2010, a one percentage point change in the interest rates for our variable-rate indebtedness would impact interest expense by an aggregate of approximately $5.8 million, excluding the impact of our interest rate swap agreements at June 30, 2010.

Foreign Currency Exchange Rate Risk

We manage foreign currency exposures (primarily to the euro, Canadian dollar, Polish zloty, Brazilian real, pound sterling and certain non-U.S. subsidiaries’ purchases of raw materials and/or sales of products in U.S. dollars) at the operating unit level. Exposures that cannot be naturally offset within an operating unit are hedged with derivative financial instruments where possible and cost effective in our judgment. Foreign currency exchange contracts which hedge defined exposures generally mature within twelve months. We do not generally hedge our exposure to translation gains or losses on our non-U.S. net assets. Foreign currency exchange contracts are accounted for as cash flow hedges. At June 30, 2010, we had foreign currency exchange contracts outstanding for the purchase of pound sterling in an amount of $1.4 million.

Commodity Pricing Risk

We purchase commodities for our products such as HDPE and PET resins. These commodities are generally purchased pursuant to contracts or at market prices established with the vendor. In general, we do not engage in hedging activities for these commodities due to our ability to pass on price changes to our customers.

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We also purchase other commodities, such as natural gas and electricity, and are subject to risks on the pricing of these commodities. In general, we purchase these commodities pursuant to contracts or at market prices. We manage a portion of our exposure to natural gas price fluctuations through natural gas swap agreements. We entered into natural gas swap agreements to hedge approximately 54% of our domestic exposure to fluctuations in natural gas prices for the year ended December 31, 2009. At June 30, 2010, we had no natural gas swap agreements outstanding.

Derivatives

The following table presents information for our interest rate collar agreements, interest rate swap agreements and foreign currency exchange contract. The notional amounts do not necessarily represent amounts exchanged by the parties, and therefore are not direct measures of our exposure to credit risk. The fair values approximate the costs to settle the outstanding contracts.

	December 31, 2009			June 30, 2010
	(In thousands)
Interest rate collar agreements:
Notional amount	$	385,000		$	—
Fair value—liability		(68	)		—
Interest rate swap agreements:
Notional amount		350,000			350,000
Fair value—liability		(16,688	)		(15,859	)
Foreign currency exchange contract:
Notional amount		1,544			1,414
Fair value—asset (liability)		(27	)		13

See “—Liquidity and Capital Resources” for further discussion of our debt commitments.

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BUSINESS

We are a worldwide leader in the design, manufacture and sale of value-added, custom blow molded plastic containers for branded consumer products. We operate in product categories where customers and end users value the technology and innovation that our custom plastic containers offer as an alternative to traditional packaging materials such as glass, metal and paperboard. We selectively pursue opportunities where we can leverage our technology portfolio to continue to drive the trend of conversion to plastic containers from other packaging materials. Our customers include leading multi-national and regional blue-chip consumer product companies that seek customized, sustainable plastic container solutions in diverse and stable end markets, such as the food and beverage and the household consumer products markets. We believe we are well-positioned to meet the evolving needs of our customers who often use our technology to differentiate their products with value-added design and performance characteristics such as smooth-wall panel-less bottles, unique pouring and dispensing features, multilayer bottles incorporating barrier technologies to extend shelf life, and ultra lightweight bottles with “hot-fill” capabilities that allow containers to be filled at high temperatures.

We believe we have the number one market share positions in North America for hot-fill juices, sports drinks/isotonics, yogurt drinks, liquid fabric care, dish detergents, hair care, skin care and certain other products. For the year ended December 31, 2009, approximately 90% of our net sales from continuing operations were realized in these product categories. We do not participate in markets where technology is not a differentiating factor, such as the carbonated soft drink or bottled water markets.

Our value-added products are supported by more than 1,000 issued or pending patents. We strive to provide the highest quality products and services to our customers, while remaining focused on operational excellence and continuous improvement. These priorities help to reduce our customers’ costs, while also maximizing our financial performance and cash flow. As of June 30, 2010, we had a network of 82 manufacturing facilities (and have since acquired a manufacturing facility in Guangzhou, China) through which we supply our customers. Approximately one third of these 82 manufacturing facilities are located on site at our customers’ plants. The vast majority of our sales are made pursuant to long-term customer contracts that include the pass-through of the cost of plastic resin, as well as mechanisms for the pass-through of certain other manufacturing costs.

Collectively, our product portfolio, technologies, end markets and operations all contribute to our industry-leading margins and strong cash flow.

On September 23, 2010, we acquired the Liquid Container Entities, which we view as strategically important to us. Liquid Container is a custom blow molded plastic container manufacturer based in West Chicago, Illinois, that primarily services food and household product categories. In the food category, Liquid Container produces packaging for peanut butter, mayonnaise, coffee, creamer, cooking oil, nuts, instant drink mixes, and other food items. The household category consists of containers for bleach, laundry detergent, spray cleaners, automotive cleaning products, drain cleaners, and other consumer-based household products. Liquid Container utilizes HDPE, PET, and polypropylene resins to manufacture their containers. Liquid Container employs approximately 1,000 employees in its 14 non-union plants located across the United States. Seven of the plants are “near sites,” operating within a few miles of their customers’ production facilities. For the year ended December 31, 2009, on a pro forma basis for the Transactions, we would have generated net sales of approximately $2,626.5 million. See “—Unaudited Pro Forma Condensed Consolidated Financial Information.”

Our Markets

We supply plastic containers to a significant number of end markets and geographies. Our products provide differentiated packaging for consumer products that help address basic needs such as nutrition, hygiene and home care. The end markets we supply are generally characterized by stable, long-term demand trends that are relatively insulated from economic cycles.

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Food and Beverage. In the food and beverage product category, we produce containers for shelf-stable, refrigerated and frozen juices, non-carbonated juice drinks, nutritional beverages, beer, yogurt drinks, teas, sports drinks/isotonics, vitamin enhanced waters, snacks, liquor, toppings, sauces, jellies and jams. We believe, based on internal estimates, that we have one of the leading domestic positions in plastic containers for hot-fill juice and juice drinks, sports drinks/isotonics, drinkable yogurt and smoothies, nutritional supplements, wide-mouth food, dressings and condiments, and the leading global position in plastic containers for yogurt drinks. Based on our knowledge and experience in the industry, our focus on markets which are likely to convert to plastic, our proprietary technologies and our current market position, we believe we are strategically positioned to benefit from the food and beverage markets that have yet to convert, or that are in the early stages of conversion, to plastic and also to take advantage of evolving domestic and international conversion opportunities like beer, sauces, salsas and nutritional products.

Our largest customers in the food and beverage product category include, in alphabetical order: Abbott Laboratories (“Abbott”), Arizona Beverages Company, LLC (“Arizona”), Clement Pappas & Co., Inc. (“Clement Pappas”), Clorox Products Manufacturing Company (“Clorox”), Coca-Cola North America (“Coca-Cola”), Conopco Inc. (“Unilever”), Group Danone (“Danone”), H.J. Heinz Company (“Heinz”), Knouse Foods Cooperative, Inc. (“Knouse”), Ocean Spray Cranberries, Inc. (“Ocean Spray”), PepsiCo, Inc. (“PepsiCo”), The Quaker Oats Company (“Gatorade”), Tropicana Products, Inc. (“Tropicana”) and Welch Foods, Inc. (“Welch’s”). For the years ended December 31, 2007, 2008 and 2009, we generated approximately 60.3%, 61.0% and 61.0%, respectively, of our net sales from food and beverage containers.

Household. In the household product category, we are a leading supplier of plastic containers for products such as liquid fabric care and dish care. The growth in prior years was fueled by conversions from powders to liquids for such products as detergents, household cleaners and automatic dishwashing detergent. The growth of this product category now follows gross domestic product (“GDP”) growth as liquids have gained a predominant share of these products. The fabric care industry now offers most of its brands in a concentrated formula which has reduced sales in this product category.

Our largest customers in the household product category include, in alphabetical order: Church & Dwight Co., Inc. (“Church & Dwight”), Clorox, Dial Corporation (“Dial,” a division of Henkel), The Procter & Gamble Company (“Procter & Gamble”) and Unilever. For the years ended December 31, 2007, 2008 and 2009, we generated approximately 20.2%, 19.2%, and 18.6%, respectively, of our net sales from household containers.

Personal Care/Specialty. In the personal care/specialty product category, we are a supplier of plastic containers for products such as hair care, skin care and oral care. Our product design, technology development and decorating capabilities help our customers build brand awareness for their products through unique, and frequently changing, packaging design.

Our largest customers in the personal care/specialty product category include, in alphabetical order: Johnson & Johnson Consumer Companies, Inc. and Procter & Gamble. For the years ended December 31, 2007, 2008 and 2009, we generated approximately 8.3%, 7.3% and 7.6%, respectively, of our net sales from personal care/specialty containers.

Automotive Lubricants. We believe, based on internal estimates, that we are the leading supplier of plastic motor oil containers in the United States, Canada and Brazil, supplying most of the motor oil producers in these countries. We believe that we had a market share in 2009 of 73% of the single-quart motor oil and 80% of the multi-quart motor oil markets.

Our largest customers in the automotive lubricants product category include, in alphabetical order: Ashland, Inc. (“Ashland,” producer of Valvoline motor oil), BP Lubricants USA, Inc. (“BP Lubricants,” an affiliated company of BP PLC, producer of Castrol motor oil), ExxonMobil Corporation (“ExxonMobil”), Petrobras Distribuidora S.A. (“Petrobras”) and Shell Oil Products US (“Shell,” producer of Shell, Pennzoil and

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Quaker State motor oils). For the years ended December 31, 2007, 2008 and 2009, we generated approximately 11.2%, 12.5% and 12.8%, respectively, of our net sales from automotive lubricants containers.

Additional information regarding operating segments and product categories is provided in note 23 of the notes to consolidated financial statements in this prospectus.

Raw Materials

PET, HDPE and polypropylene resins constitute the primary raw materials used to make our products. These materials are available from a number of domestic and international suppliers and we are not dependent upon any single supplier. We consider the supply and availability of raw materials to be adequate to meet our needs. We believe that we maintain an adequate inventory to meet demand, but there is no assurance this will be true in the future. Resin prices can fluctuate significantly with fluctuations in crude oil and natural gas prices, as well as changes in refining capacity and the demand for other petroleum-based products. Changes in the cost of resin are passed through to customers by means of corresponding changes in product pricing in accordance with our agreements with these customers and industry practice. We operate a large HDPE bottles-to-bottles recycling plant in York, Pennsylvania, and use the recycled materials from this plant and other recycled materials in a majority of our products.

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Customers

Substantially all of our sales are made to major branded consumer products companies. The products we manufacture for our customers require innovative packaging design and engineering to accommodate complex container shapes, specific material requirements and functionality. Customers also require quick and reliable delivery. As a result, many customers opt for long-term contracts. Our long-term supply contracts with our on-site customers typically have ten-year terms. Our long-term supply contracts for production off-site typically have terms that range from three to five years. Both of these categories of contracts either renew automatically for subsequent one year terms or are renegotiated by us before expiration of the initial term. A majority of our top twenty customers are under long-term contracts. Our contracts typically contain provisions allowing for price adjustments based on changes in raw materials and in a majority of cases the cost of energy and labor, among other factors. In many cases, we are the sole supplier of our customers’ custom plastic container requirements nationally, regionally or for a specific brand. For the year ended December 31, 2009, the Company had sales to one customer, PepsiCo, which exceeded 10% of net sales. The Company’s sales to PepsiCo were 10.8% of net sales for the year ended December 31, 2009. All of these sales were made in North America. For the year ended December 31, 2009, our twenty largest customers, who accounted for over 68.8% of net sales, were, in alphabetical order:

Customer (1)	Category	Company Customer Since (1)
Abbott	Food and Beverage	Mid 2000s
Arizona	Food and Beverage	Late 1990s
Ashland (2)	Automotive Lubricants	Early 1970s
BP Lubricants (3)	Automotive Lubricants	Late 1960s
Church & Dwight	Household	Late 1980s
Clement Pappas	Food and Beverage	Mid 1990s
Clorox	Food and Beverage and Household	Late 1960s
Coca-Cola	Food and Beverage	Late 1990s
Danone	Food and Beverage	Late 1970s
Dial	Household and Personal Care/Specialty	Early 1990s
ExxonMobil	Automotive Lubricants	Early 2000s
Heinz	Food and Beverage	Early 1990s
Knouse	Food and Beverage	Early 1990s
Ocean Spray	Food and Beverage	Early 1990s
PepsiCo (4)	Food and Beverage	Early 2000s
Frito-Lay	Food and Beverage	Early 2000s
Gatorade	Food and Beverage	Late 1990s
Tropicana	Food and Beverage	Mid 1980s
Procter & Gamble	Household and Personal Care/Specialty	Late 1950s
Petrobras	Automotive Lubricants	Early 1990s
Shell (5)	Automotive Lubricants	Early 1970s
Pennzoil-Quaker State	Automotive Lubricants	Early 1970s
Unilever	Household, Personal Care/Specialty and Food and Beverage	Early 1970s
Welch’s	Food and Beverage	Early 1990s

(1) These companies include their predecessors, if applicable, and the dates may reflect customer relationships initiated by predecessors to the Company or entities acquired by the Company.

(2) Ashland is the producer of Valvoline motor oil.

(3) BP Lubricants is the producer of Castrol motor oil.

(4) PepsiCo includes Frito-Lay, Gatorade and Tropicana.

(5) Shell includes Pennzoil-Quaker State.

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International Operations

We have significant operations outside the United States. As of June 30, 2010, we had 29 manufacturing facilities located in countries outside of the United States. Each of our operating segments produces plastic containers for all four of our core product categories.

South America. We have one on-site plant in Argentina, six on-site plants in Brazil and one off-site plant in each of Brazil and Venezuela.

Mexico. In Mexico, we have three off-site plants and three on-site plants.

Europe. We have seven on-site plants in Belgium (2), France, the Netherlands, Poland, Spain and Turkey and six off-site plants in Finland, France, the Netherlands, Poland, Turkey and the United Kingdom.

Canada. We have one off-site plant located near Toronto, Canada to service Canadian and northern U.S. customers.

Additionally, on August 12, 2009, we purchased a 22% interest in PPI Blow Pack Private Limited, located in India, and, on July 1, 2010, acquired China Roots Packaging PTE Ltd., a plastic container manufacturing company located in Guangzhou, China.

Additional information regarding international operations is provided in note 23 of the notes to the consolidated financial statements in this prospectus.

See “Risk Factors—Risks Related to our Business—Our international operations are subject to a variety of risks related to foreign currencies and local law in several countries” for risks related to our foreign operations.

Competition

We face substantial regional and international competition across our product lines from a number of well-established businesses. In our North American segment, our primary competitors are Alpla Werke Alwin Lehner GmbH (“Alpla”), Amcor Limited (“Amcor”), Consolidated Container Company LLC, Constar International Inc, Plastipak, Inc. (“Plastipak”) and Silgan Holdings Inc. In our European segment, our primary competitors are Alpla and Logoplaste Mealhada Lda. (“Logoplaste”). In our South American segment, our primary competitors are Alpla, Amcor, Plastipak and Logoplaste. We face competition from most of these companies across our product categories. Competition is based on several factors including price, product design, technology (such as barrier protection and lightweighting) and customer service. Several of these competitors are larger and have greater financial and other resources than us. In addition, several of these competitors sell other products used by our customers such as cans or flexible packaging which can be bundled with plastic containers in sales proposals. Management believes that we compete effectively because of our superior levels of service, speed to market and product design and development capabilities.

Marketing and Distribution

Our sales are made primarily through our own direct sales force, as well as selected brokers. Sales activities are conducted from our corporate headquarters in York, Pennsylvania and from field sales offices located in North America, Europe and South America. Our products are typically delivered by truck, on a daily basis, in order to meet customers’ just-in-time delivery requirements, except in the case of on-site operations. In many cases, our on-site operations are integrated with our customers’ manufacturing operations so that deliveries are made, as needed, by direct conveyance to the customers’ filling lines. We utilize a number of outside warehouses to store our finished goods prior to delivery to the customer.

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Product Design and Development

Our ability to develop new, innovative containers to meet the design and performance requirements of our customers has established us as a market leader. We have demonstrated significant success in designing plastic containers that require customized features such as complex shapes, reduced weight, handles, grips, view stripes and pouring features. These packages often must meet specialized performance and structural requirements such as hot-fill capability, recycled material usage, oxygen barriers, flavor protection and multi-layering. Hot-fill technology allows customers’ products to be heated to temperatures high enough as to sterilize the inside of the container. In addition to increasing global demand for our customers’ products, we believe that our innovative packaging stimulates consumer demand and drives further conversion to plastic packaging. Consequently, our strong design capabilities have been especially important to our food and beverage customers, who generally use packaging to differentiate and add value to their brands while spending less on promotion and advertising. We have been awarded significant contracts based on these unique product design capabilities that we believe set us apart from our competition. Some of our design and conversion successes over the past few years include:

• retortable PP container for Boost and Ensure adult nutritional beverages;

• aseptic HDPE container for 8th Continent soy-based beverages;

• hot-fill PET containers with Monosorb^® oxygen scavenger for juices;

• hot-fill PET and PP wide-mouth jar for Ragu pasta sauce, Seneca applesauce, Welch’s jellies and jams and Del Monte fruit slices;

• lightweight 64 oz. rectangular container for hot-fill juice;

• panel-free lightweight 16.9 oz. container for juices and teas; and

• panel-free 20 oz. container for vitamin enhanced water.

Our innovative designs have also been recognized, through various awards, by a number of customers and industry organizations, including our:

• International Delight Bottle (2009 Ameristar Award);

• GIBCO^® Cell Culture Bottle for Invitrogen Medical (2009 Ameristar Award);

• multi-layer PP wide-mouth jar for Del Monte (2008 Ameristar Award);

• PET “Apple” container for Martinelli’s (2007 WorldStar Award, 2006 DuPont Award and 2006 Ameristar Award);

• PET rectangular juice bottle for Tree Top (2007 WorldStar Award and 2006 Ameristar Award);

• PET “Fridge Fit” bottle for Heinz (2006 Ameristar Award and 2006 DuPont Award);

• dual-chamber bottle for Procter & Gamble Cosmetics (2005 Food & Drug Personal Care package of the year);

• ATP panel-free single-serve bottle and 64 oz. rectangular hot-fill bottle (2004 Ameristar Award); and

• Ensure reclosable bottle (2004 Ameristar Award and 2004 DuPont Award).

We have an advanced multi-layer injection technology, trade named SurShot^®. We believe that SurShot^® is among the best multi-layer PET technologies available and billions of plastic containers are produced and sold each year using SurShot^® technology. This multi-layer technology allows our customers to package oxygen and flavor-sensitive products, such as fruit juices, beer and teas, for extended shelf-life. In addition, the SurShot^® technology can accommodate up to 40% post-consumer recycled resin. This is an important component of packaging sustainability. There has been increasing demand by customers for our innovative packages that meet new sustainability requirements for reduced weight. Recent introductions of Escape^®, G-Lite™ and SlingShot™ technologies for PET bottles provide customers with improved features such as reduced container weight, smooth sides for a premium look or improved stacking ability for shipping and storage.

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We believe these new products, along with our design and development capabilities, have positioned us as the packaging design, development and technology leader in the industry. Over the past several years we have received and have filed for numerous patents and design patents. See “—Intellectual Property.”

In 2005, we enhanced our technical capability with the opening of the Global Innovation & Design Center in York, Pennsylvania. We also have two major Technology Centers in York, Pennsylvania and Warsaw, Poland capable of producing limited quantities of new products and refurbishing equipment. Our Warsaw facility also manufactures and assembles a proprietary line of extrusion blow molding machines. This proprietary technology has enabled us to develop a leaner, more efficient manufacturing process.

We incur costs to research, design and develop new packaging products and technologies. Such costs, net of any reimbursement from customers, were $11.6 million, $9.6 million and $9.9 million for the years ended December 31, 2007, 2008 and 2009, respectively.

Manufacturing

A critical component of our strategy is to locate manufacturing facilities on-site, reducing expensive shipping and handling charges and increasing production and distribution efficiencies. We are a leader in providing on-site manufacturing arrangements. As of June 30, 2010, we had a network of 82 manufacturing facilities (and have since acquired a manufacturing facility in Guangzhou, China), and approximately one-third of these 82 manufacturing facilities were located on-site at our customers’ facilities. In addition, as of September 23, 2010, we added 14 new manufacturing facilities as a result of our acquisition of the Liquid Container Entities. We operate over 880 production lines. We sometimes dedicate particular production lines within a plant to better service customers. The plants generally operate 24 hours a day, five to seven days a week, although not every production line is run constantly. When customer demand requires, the plants run seven days a week. Historically, demand for our products has not been subject to large seasonal fluctuations.

In the blow molding process used for HDPE applications, resin pellets are blended with colorants or other necessary additives and fed into the extrusion machine, which uses heat and pressure to form the resin into a round hollow tube of molten plastic called a parison. In a wheel blow molding process, bottle molds mounted radially on a wheel capture the parison as it leaves the extruder. Once inside the mold, air pressure is used to blow the parison into the bottle shape of the mold. While certain of our competitors also use wheel technology in their production lines, we have developed a number of proprietary improvements which we believe permits our wheels to operate at higher speeds and with greater efficiency in the manufacture of containers with one or more special features, such as multiple layers and in-mold labeling.

In the stretch blow molding process used for hot-fill PET applications, resin pellets are fed into an injection molding machine that uses heat and pressure to mold a test tube shaped parison or “preform.” The preform is then fed into a blow molder where it is re-heated to allow it to be formed through a stretch blow molding process into a final container. During this re-heat and blow process, special steps are taken to induce the temperature resistance needed to withstand high temperatures on customer filling lines. We believe that the injection molders and blow molders used by us are widely recognized as the leading technologies for high speed production of hot-fill PET containers.

Other blow molding processes include: various types of extrusion blow molding for medium- and large-sized HDPE and PP containers; stretch blow molding for medium-sized PET containers; injection blow molding for personal care containers in various materials; two-stage PET blow molding for high-volume, high-performance mono-layer, multi-layer and heat set PET containers; and proprietary blow molding for drain-back systems and other specialized applications.

We also operate a variety of bottle decorating platforms. Labeling and decorating is accomplished through in-mold techniques or one of many post-molding methods. Post-molding methods include pressure sensitive labelers, rotary full-wrap labelers, silk-screen decoration, heat transfer and hot stamp. These post-molding methods of decoration or labeling can be in-line or off-line with the molding machine. Typically, these decoration methods are used for bottles in the personal care/specialty product category.

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We have implemented various process improvements to minimize labor costs, automate assembly tasks, increase throughput and improve quality. Types of automation range from case and tray packers to laser guided vehicles. Other automation equipment includes box and bulk bottle palletizers, pick and place robots, automatic in-line leak detection and vision inspection systems. Assembly automation includes bottle trimming, spout spinwelding or insertion, cap insertion and tube cutting/welding. We believe that there are additional automation opportunities which could further minimize labor costs and improve plant efficiency.

We maintain quality assurance and control programs with respect to the performance of the products we manufacture, the performance of our suppliers and the compliance of our operations to our quality management system and sound manufacturing practices. Our production lines are equipped with specific quality control inspection equipment and our employees continuously monitor product attributes and performance through a comprehensive Statistical Process Control system. Quality control laboratories are maintained at each manufacturing facility to test our products and validate their compliance to customer requirements. We continuously monitor and enhance our quality assurance and control programs to keep pace with the most current technologies and to meet and exceed customer expectations.

We have highly modernized equipment in the majority of our plants, consisting primarily of rotational wheel systems and shuttle systems, both of which are used for HDPE and PP blow molding, and injection-stretch blow molding systems for value-added PET containers. We are also pursuing development initiatives in barrier technologies to strengthen our position in the food and beverage product category. In the past, we have achieved substantial cost savings in our manufacturing process through productivity and process enhancements, including increasing line speeds, utilizing recycled products, reducing scrap and optimizing plastic weight requirements for each product’s specifications.

Cash paid for property, plant and equipment, excluding acquisitions, for 2007, 2008, 2009 and the first six months of 2010 was $153.4 million, $148.6 million, $146.0 million and $75.9 million, respectively. We believe that capital expenditures to maintain and upgrade property, plant and equipment are important to remain competitive. We estimate that on average the annual maintenance capital expenditures are approximately $30 million to $40 million per year. For 2010, we expect to make capital expenditures, excluding acquisitions, ranging from $140 million to $160 million.

Most customer orders are manufactured with a lead time of three weeks or less. Therefore, the amount of backlog orders at June 30, 2010, was not material. The Company expects all backlog orders at June 30, 2010, to be shipped during the third quarter of 2010.

Employees

As of June 30, 2010, we had approximately 7,300 employees, 5,800 of whom were located in North America, 900 of whom were located in Europe and 600 of whom were located in South America. Approximately 80% of our employees are hourly wage employees, 53% of whom are represented by various labor unions and are covered by various collective bargaining agreements that expire between now and June 2013. In North America, 81% of our employees are hourly wage employees, 44% of whom are represented by various labor unions. In Europe, 80% of our employees are hourly wage employees, 91% of whom are represented by various labor unions. In South America, 79% of our employees are hourly wage employees, 96% of whom are represented by various labor unions. We believe that we enjoy good relations with our employees and there have been no significant work stoppages in the past three years.

Liquid Container employs approximately 1,000 employees in its 14 non-union plants located across the United States.

Environmental Matters

Our operations, both in the United States and abroad, are subject to national, state, foreign, provincial and/or local laws and regulations that impose limitations and prohibitions on the discharge and emission of, and establish standards for the use, disposal and management of, regulated materials and waste, and that impose

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liability for the costs of investigating and cleaning up, and damages resulting from, present and past spills, disposals or other releases of hazardous substances or materials. These domestic and international environmental laws can be complex and may change often. Compliance expenses can be significant and violations may result in substantial fines and penalties. In addition, environmental laws such as the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, also known as “Superfund” in the United States, impose strict, and in some cases joint and several, liability on specified responsible parties for the investigation and cleanup of contaminated soil, groundwater and buildings, and liability for damages to natural resources, at a wide range of properties. As a result, we may be liable for contamination at properties that we currently own or operate, as well as at our former properties or off-site properties where we may have sent hazardous substances. We are not aware of any material noncompliance with the environmental laws currently applicable to us and are not the subject of any material environmental claim for liability with respect to contamination at any location. Based on existing information, we believe that it is not reasonably likely that losses related to known environmental liabilities, in aggregate, will be material to our financial position, results of operations, liquidity or cash flows. For our operations to comply with environmental laws, we have incurred and will continue to incur costs, which were not material in fiscal 2009 and are not expected to be material in the future.

As a result of the closing of our plant located in Edison, New Jersey in 2008, we are subject to New Jersey’s Industrial Site Recovery Act (“ISRA”). We acquired this facility from Owens-Illinois, Inc. in 2004. ISRA is an environmental law that specifies a process of reporting to the New Jersey Department of Environmental Protection (“NJDEP”) and, in some situations, investigating, cleaning up and/or taking other measures with respect to environmental conditions that may exist at an industrial establishment that has been shut down or is being transferred. We are in the process of evaluating and implementing our obligations under ISRA regarding this facility. We have recorded a preliminary reserve of $0.4 million for this obligation as of June 30, 2010. This amount may change based on results of additional investigation expected to be undertaken for NJDEP.

A number of governmental authorities, both in the United States and abroad, have considered, are expected to consider or have passed legislation aimed at reducing the amount of disposed plastic wastes. Those programs have included, for example, mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on plastic packaging material and/or requiring retailers or manufacturers to take back packaging used for their products. That legislation, as well as voluntary initiatives similarly aimed at reducing the level of plastic wastes, could reduce the demand for certain plastic packaging, result in greater costs for plastic packaging manufacturers or otherwise impact our business. Some consumer products companies, including some of our customers, have responded to these governmental initiatives and to perceived environmental concerns of consumers by using containers made in whole or in part of recycled plastic. To date, we have not been materially adversely affected by these initiatives and developments. We operate a large HDPE bottles-to-bottles recycling plant in York, Pennsylvania.

Intellectual Property

We hold various patents and trademarks. While in the aggregate the patents are of material importance to our business, we believe that our business is not dependent upon any one single patent, group of patents or trademark. We also rely on unpatented proprietary know-how and continuing technological innovation and other trade secrets to develop and maintain our competitive position. Third parties could, however, obtain knowledge of this proprietary know-how through independent development or other unauthorized access. In addition to our own patents and proprietary know-how, we are a party to licensing arrangements and other agreements authorizing us to use other proprietary processes, know-how and related technology and/or to operate within the scope of certain patents owned by other entities. The duration of our licenses generally ranges from 5 to 17 years. In some cases the licenses granted to us are perpetual and in other cases the term of the license is related to the life of the patent associated with the license. We also have licensed some of our intellectual property rights to third parties.

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Properties

At June 30, 2010, we owned or leased 85 plants (82 of which were manufacturing facilities) located in Argentina, Belgium, Brazil, Canada, Finland, France, Mexico, the Netherlands, Poland, Spain, Turkey, the United Kingdom, the United States and Venezuela. Thirty of the plants are located on-site at customer facilities. We believe that our plants, which are of varying ages and types of construction, are in good condition, are suitable for our operations and generally are expected to provide sufficient capacity to meet our requirements for the foreseeable future.

Since June 30, 2010, we have acquired 14 manufacturing facilities located across the United States as part of the Liquid Container Acquisition. Seven of the plants are “near sites,” operating within a few miles of their customers’ production facilities. We have also acquired a manufacturing facility in Guangzhou, China.

The following table sets forth the location of our manufacturing and administrative facilities, their approximate current square footage, whether on-site or off-site and whether leased or owned as of June 30, 2010. In addition to the facilities listed below, we lease other warehousing space.

	Location	Size (Square Feet)	On-Site or Off-Site	Leased/ Owned
	U.S. Packaging Facilities (1)
1.	Findlay, Ohio	406,800	Off-Site	Owned
2.	York (Household), Pennsylvania	395,554	Off-Site	Owned
3.	Maryland Heights, Missouri	308,961	Off-Site	Owned
4.	Henderson, Nevada	298,407	Off-Site	Owned
5.	Vandalia, Illinois	277,500	Off-Site	Owned
6.	Evansville, Indiana	266,720	Off-Site	Leased
7.	Woodridge, Illinois	265,062	Off-Site	Leased
8.	Rockwall, Texas	241,000	Off-Site	Owned
9.	Modesto, California	238,000	Off-Site	Owned
10.	Hazleton (Household), Pennsylvania	218,384	On-Site	Leased
11.	Holland, Michigan	218,168	Off-Site	Leased
12.	Fremont, Ohio	210,883	Off-Site	Owned
13.	Bedford, New Hampshire	210,510	Off-Site	Owned
14.	York (Food & Beverage), Pennsylvania	210,370	Off-Site	Leased
15.	Tolleson, Arizona	209,468	Off-Site	Owned
16.	Cartersville, Georgia	208,000	Off-Site	Owned
17.	Florence (Food and Beverage), Kentucky	203,000	Off-Site	Owned
18.	Edison, New Jersey (2)	194,000	Off-Site	Owned
19.	Hazleton (Food and Beverage), Pennsylvania	185,080	Off-Site	Owned
20.	Newell, West Virginia	183,388	On-Site	Leased
21.	Harrisonburg, Virginia	180,000	Off-Site	Owned
22.	Selah, Washington	170,553	Off-Site	Owned
23.	Atlanta, Georgia	165,000	On-Site	Leased
24.	Jefferson, Louisiana	162,047	Off-Site	Leased
25.	Kansas City, Missouri	162,000	Off-Site	Leased
26.	Belvidere, New Jersey	160,000	Off-Site	Owned
27.	Florence (Personal Care/Specialty), Kentucky	153,600	Off-Site	Owned
28.	Cincinnati, Ohio	153,301	Off-Site	Leased
29.	Montgomery, Alabama (2)	150,143	Off-Site	Leased
30.	Emigsville, Pennsylvania	148,300	Off-Site	Leased
31.	Iowa City, Iowa	140,896	Off-Site	Owned
32.	Baltimore, Maryland	128,500	Off-Site	Owned
33.	Santa Ana, California	127,680	Off-Site	Owned
34.	Chicago, Illinois	125,500	Off-Site	Owned
35.	Muskogee, Oklahoma	125,000	Off-Site	Leased

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	Location	Size (Square Feet)		On-Site or Off-Site	Leased/ Owned
36.	Alta Vista, Virginia	122,680		Off-Site	Leased
37.	Kansas City, Kansas	111,000		On-Site	Leased
38.	Ogden, Utah	105,000		On-Site	Leased
39.	Casa Grande, Arizona	100,000		Off-Site	Leased
40.	Bradford, Pennsylvania	90,350		Off-Site	Leased
41.	Atlanta, Georgia	81,600		Off-Site	Leased
42.	Lakeland, Florida	80,000		Off-Site	Leased
43.	Berkeley, Missouri	75,000		Off-Site	Owned
44.	Cambridge, Ohio	57,000		On-Site	Leased
45.	Port Allen, Louisiana	56,721		On-Site	Leased
46.	Richmond, California	55,256		Off-Site	Leased
47.	Houston, Texas	52,500		Off-Site	Owned
48.	St. Louis, Missouri	48,150		On-Site	Leased
49.	Darlington, South Carolina	43,200		Off-Site	Leased
50.	Bordentown, New Jersey	30,000		On-Site	Leased
51.	Joplin, Missouri	29,200		On-Site	Leased
52.	Minster, Ohio	27,674		On-Site	Leased
53.	West Jordan, Utah	25,760		On-Site	Leased
54.	Bradenton, Florida	21,500		On-Site	Leased
	Canadian Packaging Facilities
55.	Mississauga, Ontario	78,416		Off-Site	Owned
	Mexican Packaging Facilities
56.	Tlalnepantla	214,349		Off-Site	Owned
57.	Pachuca	152,286		Off-Site	Owned
58.	Tepozotian	10,000		On-Site	Leased
59.	Mexicali	59,700		Off-Site	Leased
60.	Irapuato	54,000		On-Site	Leased
61.	Tlaxcala	9,792		On-Site	Leased
	European Packaging Facilities
62.	Assevent, France	186,000		Off-Site	Owned
63.	Rotselaar, Belgium	162,212		On-Site	Leased
64.	Etten-Leur, Netherlands	124,450		Off-Site	Leased
65.	Ryttyla, Finland	121,079		Off-Site	Owned
66.	Chalgrove, the United Kingdom	104,200		Off-Site	Leased
67.	Aldaia, Spain	75,350		On-Site	Leased
68.	Istanbul, Turkey	45,000		Off-Site	Leased
69.	Lummen, Belgium	42,840		On-Site	Leased
70.	Sulejowek, Poland	32,732		Off-Site	Owned
71.	Villecomtal, France	31,300		On-Site	Leased
72.	Zoetermeer, Netherlands	22,702		On-Site	Leased
73.	Bierun, Poland	10,652		On-Site	Leased
74.	Eskisehir, Turkey	9,461		On-Site	Leased
	South American Packaging Facilities
75.	Valencia, Venezuela	93,757		Off-Site	Leased
76.	Sao Paulo, Brazil	71,300		Off-Site	Leased
77.	Rio de Janeiro, Brazil	56,000		On-Site	Leased
78.	Buenos Aires, Argentina (San Martin) (2)	40,501		Off-Site	Owned
79.	Longchamps, Argentina	30,100	**	On-Site	Owned/Leased
80.	Caxias, Brazil	29,493	**	On-Site	Owned/Leased
81.	Rio de Janeiro, Brazil	22,220		On-Site	Leased
82.	Inhauma, Brazil	14,208		On-Site	*
83.	Curitiba, Brazil	12,293		On-Site	*
84.	Carambei, Brazil	7,621		On-Site	*

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	Location	Size (Square Feet)	On-Site or Off-Site	Leased/ Owned
	Graham Recycling
85.	York, Pennsylvania	44,416	Off-Site	Owned

	Location	Size (Square Feet)	On-Site or Off-Site	Leased/ Owned
	Administrative Facilities
•	York, Pennsylvania—Technology Center	159,000	N/A	Leased
•	York, Pennsylvania—Corporate Office	116,400	N/A	Leased
•	Warsaw, Poland—Technology Center	32,636	N/A	Leased
•	Rueil, Paris, France	4,300	N/A	Leased

(1) Substantially all of our domestic tangible and intangible assets are pledged as collateral pursuant to the terms of the senior secured credit agreement.

(2) We have closed these facilities.

* We operate these on-site facilities without leasing the space it occupies.

** The building is owned and the land is leased.

Legal Proceedings

On November 3, 2006, we filed a complaint with the Supreme Court of the State of New York, New York County, against Owens-Illinois, Inc. and OI Plastic Products FTS, Inc. (collectively, “OI”). The complaint alleges certain misrepresentations by OI in connection with our 2004 purchase of the blow molded plastic container business of Owens-Illinois, Inc. and seeks damages in excess of $30 million. In December 2006, OI filed an Answer and Counterclaim, seeking to rescind a Settlement Agreement entered into between OI and us in April 2005, and disgorgement of more than $39 million paid by OI to us in compliance with that Settlement Agreement. We filed a Motion to Dismiss the Counterclaim in July 2007, which was granted by the Court in October 2007. On August 1, 2007, we filed an Amended Complaint to add additional claims seeking indemnification from OI for claims made against us by former OI employees pertaining to their pension benefits. These claims arise from an arbitration between us and Glass, Molders, Pottery, Plastic & Allied Workers, Local #171 (the “Union”) that resulted in an award on April 23, 2007, in favor of the Union. The Arbitrator ruled that we had failed to honor certain pension obligations for past years of service to former employees of OI, whose seven Union-represented plants were acquired by us in October 2004. In the Amended Complaint, we maintain that under Section 8.2 of the Stock Purchase Agreement between us and OI, OI is obligated to indemnify us for any losses associated with differences in our two companies’ pension plans including any losses incurred in connection with the Arbitration award. The litigation is proceeding.

On April 10, 2009, OnTech Operations, Inc. (“OnTech”) initiated an arbitration proceeding against us, in which OnTech alleges that the Company breached a bottle purchase agreement dated April 28, 2008, and an equipment lease dated June 1, 2008. In its statement of claims, OnTech alleges, among other things, that our failure to produce bottles as required by the bottle purchase agreement resulted in the failure of OnTech’s business. As a result, OnTech is seeking to recover the value of its business, which it alleges is between $80 million and $150 million, which is in excess of 10% of our current assets. The arbitration was heard by a three arbitrator panel in August 2010, and a decision is pending.

We believe that OnTech’s claims are without legal, contractual or factual merit. We are vigorously defending against these claims and feel that the likelihood of it not prevailing is remote. Accordingly, we have not accrued a loss on this claim.

We are a party to various other litigation matters arising in the ordinary course of business. Our ultimate legal and financial liability with respect to such litigation cannot be estimated with certainty, but management believes, based on its examination of these matters, experience to date and discussions with counsel, that ultimate liability from our various litigation matters will not be material to our business, financial condition, results of operations or cash flows.

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MANAGEMENT

Directors and Executive Officers

The members of the board of directors of GPC and CapCo I and the executive officers of GPC, Holdings, the Operating Company and CapCo I and their respective ages and positions, are set forth in the table below. All references to the “Board” in this prospectus are references to the board of directors of GPC.

Name	Age	Position
Mark S. Burgess	51	Chief Executive Officer of GPC, Holdings and the Operating Company President, Treasurer and Assistant Secretary of CapCo I Director of GPC and CapCo I
David W. Bullock	46	Chief Financial Officer of GPC, Holdings, the Operating Company and CapCo I
Peter T. Lennox	48	Senior Vice President, General Manager Food and Beverages of GPC, Holdings and the Operating Company
David W. Cargile	50	Senior Vice President, Global Technology and General Manager of the Proprietary Machinery Business Unit of GPC, Holdings and the Operating Company
Martin F. Sauer	56	Senior Vice President, Global Sourcing of GPC, Holdings and the Operating Company
Michael L. Korniczky	44	Chief Administrative Officer, General Counsel and Corporate Secretary of GPC, Holdings and the Operating Company
Chinh E. Chu	43	Vice President of CapCo I Chairman of GPC and Director of CapCo I
Charles E. Kiernan	65	Director of GPC
Gary G. Michael	69	Director of GPC
Angelo G. Acconcia	31	Director of GPC
John R. Chiminski	46	Director of GPC
Vikrant Sawhney	39	Director of GPC

Mark S. Burgess has been our Chief Executive Officer since January 1, 2009 and is currently a member of the Boards of GPC and CapCo I. Prior to that, Mr. Burgess previously served as our Chief Financial Officer from December 2006 until May 2009, and Chief Operating Officer since April 2008. Mr. Burgess served as President and Chief Executive Officer, as well as Chief Financial Officer, of Anchor Glass Container Corporation from May 2005 until September 2006. He previously served as Executive Vice President and Chief Financial Officer of Clean Harbors Environmental Services, Inc. from April 2003 to April 2005. Between 1990 and 2003, he held senior financial and operational management roles at JL French Automotive Castings and Trailmobile Corporation, and prior to that, he served as a Vice President at Chase Manhattan Bank.

David W. Bullock has been our Chief Financial Officer since May 5, 2009. Prior to that, Mr. Bullock served as Chief Operating Officer, as well as Executive Vice President and Chief Financial Officer, of UAP Holding Corporation, a distributor of agricultural-related products, from 2002 until 2008. Prior to that, Mr. Bullock was employed by FMC Corporation from 1995 until 2002.

Peter T. Lennox has been our Senior Vice President, General Manager Food and Beverages since June 2010. Prior to that, Mr. Lennox served as our Senior Vice President, General Manager of Household Chemical and Automotive, Personal Care/Specialty and South America since April 2008 and as our Senior Vice President and General Manager of Household Chemical and Automotive, and Personal Care/Specialty from January 2006 through April 2008. Prior to that, Mr. Lennox served as our Vice President and General Manager for Household; Vice President and General Manager for the Personal Care/Specialty Business; Vice President and Business Manager for Food and Beverage PET Business; and Vice President and General Manager in the company’s European Business. Prior to September 2000, Mr. Lennox served as Vice President of Sales, Marketing and Business Development, Food and Beverage, at the Kerr Group.

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David W. Cargile has been our Senior Vice President, Global Technology and General Manager of the Proprietary Machinery Business Unit since July 2006. Prior to that, Mr. Cargile served as our Vice President of Global Technology since 2003. Prior to that, Mr. Cargile served as our Vice President, Commercial and Technical Development Europe Business Unit since September 2000. Prior to September 2000, Mr. Cargile was our Director of Product Development and Research and Development.

Martin F. Sauer has been our Senior Vice President, Global Sourcing since August 2007. Prior to that, Mr. Sauer served as our Vice President, Global Sourcing since January 2001. Prior to that, Mr. Sauer served as Director, Global Sourcing since May 2000. Prior to that, Mr. Sauer served as the Supply Chain Director of Asia for Burmah Castrol from 1996 to 2000. Prior to Castrol, Mr. Sauer worked for Exxon for twelve years.

Michael L. Korniczky has been our Chief Administrative Officer, General Counsel and Corporate Secretary since June 2010. Prior to that, Mr. Korniczky served as our Vice President, General Counsel and Secretary since March 2007 and as Assistant General Counsel for Crown Holdings, Inc., a global metal container manufacturing company, from 1998 through 2007. Prior to that, Mr. Korniczky was an attorney in private practice. Prior to entering into private practice, Mr. Korniczky was employed by the McDonnell Douglas Aircraft Company from 1988 until 1990. Mr. Korniczky is admitted to practice in Pennsylvania and Illinois and before the United States Patent and Trademark Office.

Chinh E. Chu has served as the Chairman of the Board since GPC’s IPO and, prior to that, as a member of an advisory committee to Holdings and its general partners (the “Advisory Committee”) from May 2005 to February 2010. Mr. Chu has also served as a Director and Vice-President of CapCo I since April 19, 2005. Mr. Chu is a Senior Managing Director in the Blackstone Private Equity Group. Since joining Blackstone in 1990, Mr. Chu has led Blackstone’s investments in Stiefel Laboratories, ReAble Therapeutics’ acquisition of DJ Orthopedics, Biomet, Catalent Pharma Solutions, Alliant, ReAble Therapeutics, Celanese, Nalco, SunGard Data Systems, Nycomed and LIFFE. He has also been involved in Blackstone’s investments in FGIC, Sirius Satellite Radio, StorageApps, Haynes International, Prime Succession/Rose Hills, Interstate Hotels, HFS and Alco Holdings. Mr. Chu is currently a director of Alliant, Healthmarkets, DJO Incorporated, Catalent Pharma Solutions, SunGard Data Systems, Allied Barton, Bank United and Bayview, and previously served on the board of directors of Celanese Corporation. Before joining Blackstone, Mr. Chu worked at Salomon Brothers in the Mergers and Acquisitions Department.

Charles E. Kiernan has served as a member of the Board since GPC’s IPO and, prior to that, a member of the Advisory Committee from July 2002 to February 2010. Prior to this appointment, Mr. Kiernan was the Executive Vice President and a member of the Executive Council for Aramark Corporation from 1998 to 2000, where he served as President of the Food and Support Services unit. Mr. Kiernan was employed by Duracell from 1986 to 1997. He served as the President and Chief Operating Officer of Duracell International Inc. from 1994 to 1997, during which time he also served as a director of our company, and President of Duracell North America from 1992 to 1994. Mr. Kiernan served as a member of the Board of Trustees of the National Urban League.

Gary G. Michael has served as a member of the Board since GPC’s IPO and, prior to that, a member of the Advisory Committee from October 2002 to February 2010. Mr. Michael served as Interim President of the University of Idaho from June 2003 to July 2004. Prior to this position, he served as Chairman of the board of directors and Chief Executive Officer of Albertson’s, Inc., a national food and drug retailer, from February 1991 until his retirement in April 2001. Prior to that, he served as Vice Chairman, Executive Vice President and Senior Vice President of Finance of Albertson’s and served on the board of directors from 1979 until his retirement. Mr. Michael is a past Chairman of the Federal Reserve Bank of San Francisco and is a long-time member of the Financial Executives Institute. He currently serves as a Director of Questar, Inc., IdaCorp, the J.A. and Kathryn Albertson Foundation and The Clorox Company.

Angelo G. Acconcia has served as a member of the Board since GPC’s IPO and, prior to that, a member of the Advisory Committee from March 2009 to February 2010. Mr. Acconcia is an executive in Blackstone’s

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Private Equity Group. Since joining Blackstone in 2004, Mr. Acconcia has been involved in the execution of Blackstone’s investments in Allied Barton, Graham Packaging, Kosmos Energy, Nalco, OSUM, TRW Automotive, and Texas Genco. Before joining Blackstone, Mr. Acconcia worked at Morgan Stanley in their Global Energy and Mergers and Acquisitions departments in both the U.S. and Canada and, prior to that, for CIBC in Hong Kong and Canada.

John R. Chiminski has served as a member of the Board since GPC’s IPO. Since March 2009, Mr. Chiminski has served as the President and Chief Executive Officer and as a member of the board of directors of Catalent Pharma Solutions, a provider of advanced technologies and services to pharmaceutical, biotechnology and consumer health companies. Prior to joining Catalent Pharma Solutions, Mr. Chiminski served as the President and Chief Executive Officer of GE Medical Diagnostics. Prior to that appointment, Mr. Chiminski held a variety of senior management positions at GE Healthcare.

Vikrant Sawhney has served as a member of the Board since March 25, 2010. Mr. Sawhney is a Senior Managing Director in the Blackstone Private Equity Group. Mr. Sawhney leads the Private Equity Group’s capital markets activities and also works closely with GSO Capital Partners LP, a credit-oriented alternative asset manager, and the Advisory & Restructuring Group and various other parts of the firm on credit-related matters. Before joining Blackstone in 2007, Mr. Sawhney worked as a Managing Director in the Financial Sponsors Group at Deutsche Bank, where he was responsible for managing the firm’s relationships with Blackstone and several other large private equity firms. Prior to joining Deutsche Bank, Mr. Sawhney was an Associate at the law firm of Simpson Thacher & Bartlett LLP.

Except as described under “Transactions with Related Persons,” there are no arrangements or understandings between any member of the Board or any of our executive officers and any other person pursuant to which that person was elected or appointed as a member of the Board or our executive officer.

The Board of Directors and Certain Governance Matters

The stockholders’ agreement described below under “Transactions with Related Persons” provides that Blackstone has the right to nominate to the Board a number of designees related to the percentage of voting power of all shares of GPC’s capital stock entitled to vote generally in the election of Directors as collectively beneficially owned by Blackstone. Currently, Blackstone has appointed four directors (Messrs. Chu, Sawhney, Acconcia and Chiminski) to the Board. The agreement among the stockholders regarding the appointment of directors will remain until the earlier of a change of control or the last date permitted by applicable law, including any requirements of the NYSE. See “Transactions with Related Persons—Stockholders’ Agreements.”

GPC’s Restated Certificate of Incorporation provides for a classified Board divided into three classes: Charles E. Kiernan and Vikrant Sawhney constitute a class with an original term that expires at the Annual Meeting of Stockholders in 2013 (the “Class I Directors”); Mark S. Burgess and Angelo G. Acconcia constitute a class with an original term that expires at the Annual Meeting of Stockholders in 2011 (the “Class II Directors”); and Chinh E. Chu, Gary G. Michael and John R. Chiminski constitute a class with an original term that expires at the Annual Meeting of Stockholders in 2012 (the “Class III Directors”). Successors to the class of directors whose term expires at any annual meeting shall be elected for a term expiring at the third succeeding annual meeting of stockholders.

Director Independence and Independence Determinations

Under GPC’s Corporate Governance Guidelines and NYSE rules, a director is not independent unless the board of directors affirmatively determines that he or she does not have a direct or indirect material relationship with the company or any of its subsidiaries.

The NYSE independence definition includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with the company. The

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board of directors is also responsible for determining affirmatively, as to each independent director, that no relationships exists which, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the board will broadly consider all relevant facts and circumstances, including information provided by the directors and the company with regard to each director’s business and personal activities as they may relate to the company and its management. As the concern is independence from management, the Board does not view ownership of even a significant amount of stock, by itself, as a bar to an independence finding.

The Nominating and Corporate Governance Committee undertook its annual review of director independence and made recommendation to the Board of its findings. As a result of this review, the Board affirmatively determined that each of Messrs. Kiernan and Michael are independent. Messrs. Burgess, Chu, Sawhney, Chiminski and Acconcia are not considered to be independent directors as a result of their employment with GPC or their affiliation with Blackstone.

The Board has also determined that Messrs. Kiernan and Michael are “independent” for purposes of Section 303A of the Listed Company Manual of the NYSE and Section 10A(m)(3) of the Exchange Act.

Board Committees and Committee Member Independence

The Board manages or directs the business and affairs of the company, as provided by Delaware law, and conducts its business through meetings of the Board and three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The following table summarizes the current membership of each of the Board’s committees.

	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Angelo G. Acconcia			X
Mark S. Burgess
John R. Chiminski
Chinh E. Chu		Chair
Charles E. Kiernan	X	X
Gary G. Michael	Chair		Chair
Vikrant Sawhney		X	X

All members of the Audit Committee are “independent,” consistent with GPC’s Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors in general and audit committees in particular, including the transitional rules for newly-public companies. GPC expects to add a third new independent member before the one-year anniversary of its IPO so that it will have an Audit Committee consisting of three members, all of which will be independent as such term is defined under the NYSE listing standards and Section 10A(m)(3) of the Exchange Act.

Charles E. Kiernan is the only member of the Compensation Committee who is “independent” as defined by GPC’s Corporate Governance Guidelines and the NYSE listing standards. The other members of the Compensation Committee, Chinh E. Chu and Vikrant Sawhney, are not independent due to their affiliation with Blackstone.

Gary G. Michael is the only member of the Nominating and Corporate Governance Committee who is “independent” as defined by GPC’s Corporate Governance Guidelines and the NYSE listing standards. The other members of the Nominating and Corporate Governance Committee, Angelo G. Acconcia and Vikrant Sawhney, are not independent due to their affiliation with Blackstone.

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Director Compensation

GPC does not currently pay the directors who are either employed by us or Blackstone any compensation for their services as directors. The other directors receive quarterly fees as follows:

• $18,750 for each quarter serving as a director;

• $4,375 for chairperson of the audit committee and $3,125 for any other member of the audit committee;

• $3,125 for chairperson of the compensation committee or nominating and corporate governance committee and $1,875 for any other member of such committee; and

• $1,000 for attendance in person at any regularly scheduled full Board or committee meeting.

GPC will also reimburse other directors for any reasonable expenses incurred by them in connection with services provided in such capacity. The other directors may also receive incentive awards under our corporate incentive plans.

GPC’s directors did not receive any additional compensation for their service as directors for the year ended December 31, 2009.

2009 Advisory Committee Compensation

The table below summarizes the compensation paid to non-employee members of the Advisory Committee for the year ended December 31, 2009. Compensation paid to Mr. Knowlton, who was the Chairman of the Advisory Committee in the year ended December 31, 2009, is presented in the Summary Compensation Table and the related explanatory tables under the section entitled “Executive Compensation.” Prior to GPC’s IPO, the Advisory Committee served solely in an advisory role to the partnership and general partners of Holdings and did not have the power to act for or bind Holdings. Each Advisory Committee member other than those employed by Blackstone earned fees of $18,750 per quarter, plus an additional $1,000 for any quarterly meetings attended in person.

Name	Fees Earned or Paid in Cash ($)	Option Awards ($) (1)	Total ($)
Angelo G. Acconcia (2)	—	—	—
Gregory S. Beutler (2)	—	—	—
Chinh E. Chu (2)	—	—	—
Charles E. Kiernan (3)	77,000	72,378	149,378
Gary G. Michael (3)	77,000	72,378	149,378
James A. Quella (2)	—	—	—

(1) Charles E. Kiernan and Gary G. Michael received grants of options to purchase 18,907 limited partnership interests at an exercise price equal to $13.40 per unit in Holdings in consideration of their continued service on the Advisory Committee during the year ended December 31, 2009. Amounts represents the grant date fair value calculated in accordance with the accounting standards for share-based compensation (excluding the effect of estimated forfeitures). The grant date fair value of an award was calculated utilizing the assumptions discussed in note 18 of the notes to consolidated financial statements included elsewhere in this prospectus.

(2) Angelo G. Acconcia, Gregory S. Beutler, Chinh E. Chu and James A. Quella are employees of Blackstone and did not receive any compensation for their services as members of the Advisory Committee during the year ended December 31, 2009.

(3) As of December 31, 2009, Charles E. Kiernan and Gary G. Michael each had 77,520 options to purchase limited partnership interests in Holdings outstanding, of which 58,612 were exercisable.

Messrs. Chu and Quella did not receive any compensation for their services as members of the Board during the year ended December 31, 2009. Mr. Quella has resigned from the Board effective March 25, 2010.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Our compensation philosophy for our chief executive officer, our chief financial officer, our three other most highly compensated executive officers who were serving as of December 31, 2009 (Messrs. Burgess, Bullock, Knowlton and Lennox and Mr. Ashok Sudan, who was the Executive Vice President and General Manager, Global Food and Beverage for us and GPC, until his resignation effective on June 30, 2010, each individually, a “Named Executive Officer” and, collectively, the “Named Executive Officers”) has been driven by the need to recruit, develop, motivate and retain top talent both in the short-term and long-term and to support our values in the areas of people, technology and customer satisfaction. The same compensation philosophy has been applied to all levels of managerial employees from mid-level managers or professionals and above. Exceptions to this principle are generally due to local requirements. Other factors affecting compensation are:

• annual company performance;

• impact of the employee’s performance on our results;

• our objective to provide total compensation that is higher than competitive levels when aggressive company goals are exceeded; and

• internal equity and external market competitiveness.

Purpose and Philosophy

We follow several principles in the development and administration of the three main elements of our executive compensation program: base salary, annual incentive awards and long-term incentive awards. In establishing executive compensation, we believe that:

• Our executive compensation programs are aligned with and support the strategic direction of our business;

• Our compensation programs encourage behavior consistent with our values and reinforce ethical business practices;

• We design compensation levels to reflect the level of accountability and future potential of each executive and the achievement of outstanding individual results;

• Our compensation programs link executive compensation to the creation and maintenance of our long-term equity value;

• As an executive’s level of responsibility increases, the proportion of compensation “at risk” increases; however, executive compensation programs should not encourage excessive or unnecessary risks;

• Executive ownership in our company is essential to maintaining alignment of the executive’s interests to those of the stockholders, and we plan to set stock ownership guidelines which call for higher levels of ownership as responsibility increases; and

• The design and administration of our compensation programs will reflect best practices to be financially efficient, affordable and legally compliant.

Administration and Role of Executives in Establishing Compensation

Prior to GPC’s IPO, the managing general partner of Holdings delegated administration of our executive compensation program to the Compensation Committee of the Advisory Committee of Holdings, composed of Charles E. Kiernan and James A. Quella. Following GPC’s IPO, administration of the program has been delegated to the compensation committee of the Board. References to the “Compensation Committee” herein

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refer, prior to GPC’s IPO, to the compensation committee of the Advisory Committee of Holdings, and after the IPO, to the compensation committee of the Board of GPC.

Our chief executive officer and head of our Human Resources department provide recommendations regarding the design of our compensation programs to the Compensation Committee. Upon the Compensation Committee’s approval, the execution of the elements of the executive compensation programs is the responsibility of the Human Resources department. The Compensation Committee has utilized an independent consulting firm with respect to executive compensation matters in the past.

Compensation Consultants and Benchmarking Data

Neither we nor the Compensation Committee currently have any contractual relationships with any compensation consultants. From time to time, we, through our Human Resources function, have worked with a compensation consultant to ascertain best practices and market trends in the design of executive compensation programs. The Compensation Committee did not use a compensation consultant in connection with setting 2009 executive compensation. However, the Compensation Committee has considered general comparative marketplace compensation data (which includes data from the 250 largest U.S. companies in the Standard & Poor’s 500 Index) obtained from our past compensation consultant to enhance its understanding of current general marketplace practices.

Elements of Our Executive Compensation and Benefits Programs

Consistent with the philosophy that compensation to the executive officers should be aligned closely with our short and long-term financial performance, a portion of executive compensation is “at risk” and is tied to the attainment of previously established financial goals. However, we believe that it is prudent to provide competitive base salaries and other benefits to attract and retain the appropriate management talent in order to achieve our strategic objectives. Accordingly, we provided compensation to our Named Executive Officers in the year ended December 31, 2009 through a combination of the following:

• base salary;

• annual cash incentives;

• limited perquisites; and

• long-term equity incentives (equity option awards).

In March 2010, the Compensation Committee approved our Long Term Incentive Plan, which is described in more detail below.

Relative Size of Major Compensation Elements

The combination of base salary, annual cash incentives, limited perquisites and long-term equity incentives comprises total direct compensation. In setting executive compensation, the Compensation Committee considers the aggregate compensation payable to a Named Executive Officer and the form of that compensation. The Compensation Committee seeks to achieve the appropriate balance between immediate cash rewards and long-term financial incentives for the achievement of both annual and long-term financial and non-financial objectives.

The Compensation Committee believes that making a significant portion of an executive officer’s compensation contingent on annual results more closely aligns the executive officer’s interests with those of the owners. For superior performance, annual cash incentive awards pay out at above targeted levels and for below-target performance, awards pay out at below target levels or not at all. At the beginning of each year, as part of our normal performance review, the chief executive officer recommends to the Compensation Committee adjustments to base salary and annual incentive awards for executive officers. The Compensation Committee approves all compensation adjustments for executive officers.

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Named Executive Officers have a substantial portion of compensation that is variable and “at risk.” The portion of variable, performance-based compensation increases directly with the executive’s level of responsibility to ensure that the most senior executives are held most accountable for operating performance and changes in owner value. Performance-based pay programs comprise the majority of the total direct compensation packages for most of the Named Executive Officers.

The Compensation Committee may decide, as appropriate, to modify the mix of base salary, annual cash incentives, perquisites and long-term equity incentives to best fit a Named Executive Officer’s specific circumstances. For example, the Compensation Committee may make the decision to award more cash and not grant an equity award. This provides more flexibility to the Compensation Committee to reward executive officers appropriately as they near retirement, when they may only be able to partially fulfill the vesting required for equity options. The Compensation Committee may also increase the size of equity option grants to an executive officer if the total number of career equity option grants does not adequately reflect the executive’s current position with us or if an above-market compensation package is necessary to attract and retain critical talent.

Timing of Compensation Decisions

All elements of the Named Executive Officers’ compensation are reviewed each March or April, after a review of financial, operating and personal objectives with respect to the prior year’s results. At that time, the financial, operating and personal objectives are determined for the current year. The Compensation Committee may, however, review salaries, long-term equity incentives and other elements of compensation at other times as the result of new appointments, promotions or other events during the year.

The following table summarizes the approximate timing of significant compensation events:

Event	Timing
Base salary review and recommendation.	April of the fiscal year for base salary for the current year.
Executive performance evaluation and corresponding compensation recommendations.	Results approved in February of each fiscal year for annual cash incentive with respect to prior year. Earned incentive paid in March.
Merit increases for executives.	Effective first pay period in June.
Granting of equity options to executives.	No set period.
Compensation Committee meetings.	Compensation Committee typically meets quarterly.
Establish executive officer financial objectives.	First quarter of each year for the current year.
Establish executive officer personal objectives.	First quarter of each year for the current year.

Base Salary

Base salaries for Named Executive Officers are generally fixed for several years, except for annual merit increases or increases in connection with a change in responsibility. Base salary adjustments to ensure market competitiveness for Messrs. Sudan and Lennox (other than in connection with annual merit increases) were last reviewed in 2004, in connection with a market survey of comparable companies completed by Mercer Human Resource Consulting for us (the “2004 Survey”). Messrs. Knowlton, Burgess and Bullock were not employed by us at the time of the 2004 Survey, but upon their employment with us, their salaries were negotiated to be comparable to the former executive officers of the same positions at the company. The base salary of Mr. Burgess was adjusted upon assuming the position of chief executive officer on January 1, 2009 and is reflected in Mr. Burgess’ amended and restated employment agreement described under “—Employment Agreements.”

The Compensation Committee has determined in the past that Named Executive Officers should generally receive only annual merit increases to their salaries that are equal to those increases that are implemented on a company-wide basis. The Compensation Committee annually reviews base salary for executive officers and makes adjustments only when necessary based on executive and company performance.

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There are occasions when a base salary can be reduced, such as when a Named Executive Officer moves to a position of lesser responsibility in the organization. Alternatively, base salary can be frozen for a number of years until it falls in line with comparable positions. This type of adjustment will depend on individual situations.

Annual Incentive Compensation

Cash incentive awards may be earned under our Corporate Incentive Plan (“CIP”), a component of our Annual Incentive Plan (“AIP”), and will be paid to participants in March of the following year.

The CIP’s design objectives are:

• to reinforce among all participants the importance of their individual and collective contributions to our continued success;

• to encourage initiative and sound judgment among participants in all business decisions and in the day-to-day execution of their jobs;

• to link executive compensation to particular elements of our financial performance; and

• to encourage teamwork and improve our overall return on investment.

The CIP provides cash incentive awards to Named Executive Officers and other executive and management employees for achieving and exceeding annual, company-wide financial goals, business unit specific financial goals and individual performance goals. In cases of exceptional and/or extraordinary performance, a CIP award may be adjusted upwards or downwards to provide bonuses higher or lower than those that would otherwise be payable under the CIP.

Each participant in the CIP has a bonus potential, computed as a percentage of salary, based on job level. Such bonus potential target for Named Executive Officers ranged between 100% and 180% of their respective salaries in 2009. The CIP also provides for maximum bonuses equivalent to 120% of bonus potential target in 2009 based on exceeding the CIP targets. Such maximum bonuses for Named Executive Officers range between 120% and 216% in 2009 of their respective salaries. These bonus target percentages have been established by the Compensation Committee after negotiation with our management team. Based upon its knowledge of our industry, the Compensation Committee is convinced that these ranges will provide for meaningful motivation of our management team in a manner that will influence their behavior towards the achievement of our most important business goals.

For 2009, CIP goals and targets for Messrs. Burgess, Knowlton and Bullock and their respective weightings were Covenant Compliance EBITDA, with a target of $442.7 million (60%), and free cash flow, with a target of $120 million (40%). Free cash flow for a period is defined as cash flow from operations during that period minus cash paid for capital expenditures during that period. If we were to achieve less than $420 million and $110 million in Covenant Compliance EBITDA and free cash flow, respectively, in 2009, each of those Named Executive Officers would have received 0% of his bonus potential with respect to the respective components. If we were to achieve $447 million and $145 million in Covenant Compliance EBITDA and free cash flow, respectively, in 2009, each of those Named Executive Officers would have received 120% of his bonus potential with respect to the respective components. To ensure focus on specific business unit results, the targets for Messrs. Lennox and Sudan and their respective weightings are Covenant Compliance EBITDA, with a target of $442.7 million (15%), respective business unit adjusted EBITDA (40%), respective business unit sales (25%) and other respective business unit goals (20%). The business unit adjusted EBITDA targets for 2009 were set at a challenging level. For example, if the business unit adjusted EBITDA targets for the year ended December 31, 2009 had been a component of the CIP in the five years preceding the year ended December 31, 2009, the target for the year ended December 31, 2009 would have been met based on actual historical performance during each of those years in only one out of the five years for Mr. Lennox and in zero years for Mr. Sudan. For Messrs. Lennox and Sudan, the business unit sales factors are subjective factors, and performance in respect of those

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factors was based on evaluations by our chief executive officer of a variety of sales objectives, such as growth in adjacent markets, the engagement of new customers and the further penetration of the existing customer base. The other business unit goals comprising Messrs. Lennox and Sudan’s bonus target were based on a variety of individually immaterial factors, including capital expenditures spending, inventory management and productivity measures. For more information on the calculation of Covenant Compliance EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Actual amounts paid under the 2009 CIP were calculated by multiplying each Named Executive Officer’s base salary by his bonus potential percentage, adjusted by an achievement factor representing our actual achievement under each component as detailed in the following tables.

Salary	X	Bonus Potential Percentage	=	Bonus Potential Target
Bonus Potential Target	X	Achievement Factor	=	Actual Bonus Paid

The calculation of amounts payable under the CIP in 2009 are demonstrated in the table below. Actual amounts paid are also reflected in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation” under the “2009” designation.

	2009 Salary		Bonus Potential Percentage		Bonus Potential Target		Achievement Factor (1)		Actual Bonus Paid
Knowlton	$	826,884	180.0	%	$	1,488,391	120	%	$	1,786,069
Burgess		750,000	180.0	%		1,350,000	120			1,620,000
Bullock		420,000	100.0	%		420,000	120			504,000
Lennox		267,375	113.0	%		302,133	102.9			310,864
Sudan		354,859	133.0	%		471,962	104.3			492,421

(1) The “achievement factor” for each Named Executive Officer is calculated by adjusting the achievement of our company against pre-determined targets for each component by the respective weights given to each component. The weightings of the components for the 2009 CIP and actual results with respect to each component are set forth in the table below.

2009 Components of Bonus Potential	Weighting of Component		Actual Achievement of Component (0%-110%)		Resulting Achievement Factor
Messrs. Knowlton, Burgess and Bullock:
Covenant Compliance EBITDA	60	%	120.0	%	72.0	%
Corporate Cash Flow	40		120.0		48.0
Total	100	%			120.0	%
Mr. Sudan:
Covenant Compliance EBITDA	15	%	120.0	%	18.0	%
Business Unit Adjusted EBITDA	40		111.0	%	44.4
Business Unit Sales	25		110.0		27.5
Other Business Unit Goals	20		71.5		14.4
Total	100	%			104.3	%
Mr. Lennox:
Covenant Compliance EBITDA	15	%	120.0	%	18.0	%
Business Unit Adjusted EBITDA	40		106.0		42.4
Business Unit Sales	25		95.0		23.8
Other Business Unit Goals	20		93.5		18.7
Total	100	%			102.9	%

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An Incentive Plan Committee, comprised of the Chief Executive Officer, Chief Financial Officer and Senior Vice President, Global Human Resources, reviewed our goals and designated position eligibility and relative target awards under the 2009 CIP. The senior vice president, global human resources was responsible for administering and maintaining the 2009 CIP and the Incentive Plan Committee reviewed documentation justifying discretionary awards. The Incentive Plan Committee has reviewed and approved all terms and conditions of the 2009 CIP.

The Incentive Plan Committee had the sole discretion to include or exclude certain financial costs or benefits in the calculation of financial targets used in the 2009 CIP. In cases of exceptional and/or extraordinary performance based on the sole discretion of our chief executive officer, the Incentive Plan Committee reserves the right to award bonuses greater than those that would otherwise be payable under the 2009 CIP. Additionally, the 2009 CIP provides for a discretionary incentive pool for rewarding selected participants for exemplary performance. The Incentive Plan Committee also reserves the right to award bonuses that are less than those defined by this program, including the right not to award a bonus in a given year to any individuals.

Participation in the CIP does not give any employee the right to be retained in the service of our company, or our subsidiaries, or any right to claim any benefit under the program unless such right had specifically accrued under the terms of the program.

From time to time, we may grant discretionary bonuses to executive officers in recognition of exemplary service. In the year ended December 31, 2009, we paid Mr. Sudan an incentive payment of $28,000 for extraordinary performance on sales improvement goals and international market expansion goals.

In addition, in the year ended December 31, 2009, discretionary bonuses were awarded under the 2009 CIP to a group of senior business unit and corporate employees, including Messrs. Sudan and Lennox in respect of their efforts in driving company performance during 2009. These bonuses will be paid in March of 2011 conditioned on the employee’s continued employment through the date of payment and payment will not be accelerated in the event the employee is terminated prior to that date. As a result of Mr. Sudan’s resignation effective June 30, 2010, he will not be eligible to receive this payment.

Long Term Incentive Compensation

In March 2010, the Compensation Committee approved our Long Term Incentive Plan (the “LTIP”). The LTIP is designed to encourage results-oriented actions on the part of select vice-presidents, general managers, and directors of the company that will drive the achievement of specific business objectives. Under the LTIP, the company’s Compensation Committee or its delegate will make a grant of performance share units to selected eligible employees. Each of those units represent one share of GPC’s common stock. The number of the units issued to a participant will be increased or decreased at the end of a two year performance period depending upon our level of achievement over the performance period of the performance goals established by the Compensation Committee at the beginning of the performance period. At the end of the performance period, each LTIP unit will be satisfied in cash or stock (payable from shares authorized under our 2010 Stock Plan), at the discretion of the Compensation Committee. In order to receive payment under the LTIP, participants must be employed by the Company on the date that the Compensation Committee certifies attainment of the performance goals. Upon a change in control, all LTIP awards will become fully vested and payable at the maximum amount.

In consideration of receiving the LTIP award, each participant agrees to (a) certain limitations on disclosing confidential information, (b) post-termination restrictions on non-solicitation and non-competition for a period of 15 months following the Participant’s termination from the company and (c) return of company property upon termination of employment. The company will be entitled to repayment of the LTIP award from the Participant upon any violation of the above referenced agreements made in consideration of the LTIP award, and the company may also be entitled to repayment of the LTIP award from the participant if the participant is terminated for Cause within 6 months of receiving the LTIP award.

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For the 2010/2011 performance period, Messrs. Lennox and Sudan were each granted 10,000 units under the LTIP. As a result of Mr. Sudan’s resignation effective June 30, 2010, he will not be eligible to receive payment under the LTIP because he will not be employed by the Company on the date that the Compensation Committee certifies attainment of the performance goals.

Equity Options

Equity options are a vital piece of our total compensation package and are designed to support our long-term strategy, provide a mechanism to attract and retain talent and to create a commonality of interest between management and our owners. Responsibility for option grants under our equity option and incentive plans has been delegated to the Compensation Committee. The Compensation Committee has made grants of equity options as a reward for demonstrated performance and leadership, in connection with the appointment of executive officers (including Named Executive Officers) and to provide incentives for future exceptional performance. The size of equity option grants increases with the level of responsibility of the executive position.

With respect to our Named Executive Officers, the most recent equity grants prior to the end of 2009 for Messrs. Lennox and Sudan were made in connection with the 2004 acquisition of O-I Plastic and were made in connection with grants on a company-wide basis. With respect to Messrs. Knowlton, Burgess and Bullock, equity grants were made in connection with their appointment to our company (and in the case of Mr. Burgess, in connection with his appointment as Chief Executive Officer at the beginning of 2009) and were a result of negotiations of their respective employment arrangements. Participating in that negotiation were members of the Compensation Committee who on a regular basis participate in negotiations with executives at other private equity portfolio companies and are experienced and knowledgeable in the levels of equity grants required to retain executives. As a privately held company, equity grants were not part of the annual compensation package of any of the Named Executive Officers.

Options to purchase limited partnership interests in Holdings have been granted under the terms of the Graham Packaging Holdings Company Management Option Plan (the “1998 Option Plan”), the 2004 Graham Packaging Holdings Company Management Option Plan (the “2004 Option Plan”) and the 2008 Graham Packaging Holdings Company Management Option Plan (the “2008 Option Plan” and, collectively with the 1998 Option Plan and the 2004 Option Plan, the “Holdings Option Plans”). Options to purchase common stock of the company have been granted under the Graham Packaging Company Inc. 2010 Equity Compensation Plan (the “2010 Stock Plan” and collectively with the Holdings Option Plans, the “Plans”). No options were granted under the 2010 Stock Plan in the year ended December 31, 2009. The company intends to make all future grants of equity awards under the 2010 Stock Plan, and there will be no further grants of options under the Holdings Option Plans. The company does not have any program, plan or practice to time equity grants with the release of material non-public information.

In general, options awarded under the 1998 Option Plan vest according to either a time-based component or time-based and performance-based components as follows: 50% of the options vest and become exercisable in 20% increments annually over five years, so long as the holder of the option is still an employee on the vesting date, and 50% of the options vest and become exercisable in 20% increments annually over five years, so long as we achieve specified adjusted EBITDA targets for each year, although these options do become exercisable in full without regard to our achievement of these targets on the ninth anniversary of the date of grant, so long as the holder of the option is still an employee on that date. The Covenant Compliance EBITDA target for 2009 was $442.7 million.

In general, time-based options awarded under the 2004 Option Plan and the 2008 Option Plan vest and become exercisable in 25% increments annually over four years, so long as the holder of the option is still an employee on the vesting date, and in limited circumstances, options have been granted under the 2004 Option Plan and the 2008 Option Plan with vesting subject to the additional requirement of the achievement of a Covenant Compliance EBITDA target. See “—Option Awards” below. In some circumstances, options have been granted under the 2008 Option Plan that vest contingent upon the employee’s continuous employment with

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us and the sale by Blackstone of its entire interest in us, with the vesting percentage based upon the multiple of invested capital Blackstone achieves in such a sale (“MOIC options”). In early 2010, we amended these “MOIC” options to provide that the options will vest in accordance with the multiple of the invested capital Blackstone achieves if the employee remains continuously employed with us through the date on which Blackstone sells 75% of its interest in us. Employees can also qualify for additional vesting if Blackstone achieves additional multiple of invested capital milestones upon subsequent sales of its interest in us provided that those employees remain employed through a date that precedes such subsequent sale by three months or less.

Generally, upon a holder’s termination, all unvested options are forfeited and vested options must be exercised within 90 days of the termination event, with variations based on the circumstances of termination. Mr. Knowlton served as our Chief Executive Officer from December 2006 until December 2008 and as the Executive Chairman of the Advisory Committee from that time until December 2009. In recognition of Mr. Knowlton’s service to our company, the nature and timing of GPC’s IPO and additional covenants by Mr. Knowlton, we recently amended Mr. Knowlton’s remaining vested options to permit him to exercise his options for up to 240 days after his December 31, 2009 termination date. Mr,.Sudan has resigned from the Company effective June 30, 2010. He currently holds vested options under the Holdings Option Plans and unvested options under the 2010 Stock Plan. Given his resignation, Mr. Sudan will have 90 days from his termination date to exercise all vested options held under the Holdings Option Plans. No portion of Mr. Sudan’s option to purchase shares under the 2010 Stock Plan had vested by the date of his termination. Accordingly, the options granted to Mr. Sudan under the 2010 Stock Plan terminated coincident with his termination from the Company. None of Mr. Sudan’s unvested options under either the Holdings Option Plans or the 2010 Stock Plan will accelerate in connection with his resignation.

Options awarded under the Holdings Option Plans have a term of ten years. In the past, we have amended the terms of specified options to extend their terms. See the footnotes to the Outstanding Equity Awards at 2009 Fiscal Year End table for more information.

In order to permit our employees to obtain marketable securities upon the exercise of their options to purchase units in Holdings under any of the Holdings Option Plans, we permit any of our employees who hold these options to enter into an exchange agreement with us. Under the exchange agreement, option holders will have the right to exchange the partnership units that they obtain through the exercise of their options for shares of publicly traded common stock. Pursuant to the terms of the Management Exchange Agreement, option holders have agreed not to directly or indirectly sell any of GPC’s shares that they may hold for a period of 180 days following GPC’s IPO.

For further information on grants of equity options in 2009, see “—2009 Grants of Plan-Based Awards” and “—Option Awards.”

In early 2010, in connection with GPC’s IPO, we granted additional unvested options to acquire shares of GPC’s common stock under the 2010 Stock Plan to certain members of our management, including certain of our Named Executive Officers. These options will vest in 25% increments over a period of four years and, once vested, generally will remain exercisable for a period of up to ten years from the date of grant, subject to the recipient’s continued employment with us (with limited post-termination exercise periods varying based upon the circumstances of termination). All unvested options granted in connection with the IPO will vest fully and immediately upon a change of control of our company. The exercise price per share of these options is equal to the IPO price per share of $10. We granted these stock options to acquire the following number of shares: Mr. Burgess 347,136 shares; Mr. Bullock 117,603 shares, Mr. Lennox 65,418 shares and Mr. Sudan 78,275 shares. As described above, Mr. Sudan’s option to acquire 78,275 shares under the 2010 Stock Plan terminated in connection with his resignation from the Company, effective June 30, 2010.

On June 30, 2010, in connection with Mr. Lennox’s appointment as our Senior Vice President, General Manager Food and Beverages, we granted him unvested options to acquire 40,000 shares of GPC’s common

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stock under the 2010 Stock Plan. These options will vest in 25% increments over a period of four years and, once vested, generally will remain exercisable for a period of up to ten years from the date of grant, subject to the recipient’s continued employment with us (with limited post-termination exercise periods varying based upon the circumstances of termination). All unvested options will vest fully and immediately upon a change of control of our company. The exercise price per share of these options is $11.97.

Benefits

Retirement Benefits

In line with our aim to encourage long-term service and promote retention, a 401(k) plan is made available to all U.S. employees, including Named Executive Officers. We believe that both current compensation and longer-term benefit plans are important elements of the compensation package. Effective January 1, 2009, the 401(k) plan provides a non-elective cash contribution of 3% of base salary and a 50% company match up to 4% of base salary, up to the statutory maximum.

Effective December 31, 2006, we froze our defined benefit pension plans for specified salaried and hourly employees, including several Named Executive Officers, and implemented the non-elective 401(k) benefit described above.

Pursuant to Mr. Knowlton’s employment agreement, as amended on December 18, 2008, Mr. Knowlton became eligible on December 31, 2009 for an annual retirement payment of $640,000 for 10 years payable on January 31 of each of the ten years following that date.

Pension Plans

In the year ended December 31, 2009, we maintained a noncontributory, defined benefit pension plan for salaried and hourly employees other than employees covered by collectively bargained plans. We also sponsored other noncontributory defined benefit plans under collective bargaining agreements. These plans covered substantially all of our U.S. employees. The defined benefit plan for salaried employees and hourly employees, including several Named Executive Officers, provides retirement benefits based on the final five years average compensation and years of service for salaried employees, while providing benefits based on years of service for hourly employees. Employees are eligible for early retirement benefits at age 55, provided that they have provided 10 years of eligible service. This plan was frozen as of December 31, 2006. As a result, the maximum years of service a participant can earn for benefit accrual is 18 years under the current plan benefit formula, excluding any employees who carried over accrued benefits from a predecessor plan. See note 14 of the notes to consolidated financial statements for information regarding our pension plans.

The compensation covered by the defined benefit plan is an amount equal to “Total Wages” (as defined therein) for salaried employees. This amount includes the annual Salary and Bonus amounts shown in the Summary Compensation Table for the Named Executive Officers who participated in the plan. Messrs. Knowlton and Burgess accrued no years of service at the time the plan was frozen. Currently, no Named Executive Officers are eligible for early retirement benefits. Benefits under the plan are computed on the basis of straight-life annuity amounts.

Other Benefits

We also provide other benefits, such as medical coverage and life and disability insurance. Named Executive Officers are eligible for the same benefits provided to other employees, including medical coverage and life and disability insurance, as well as supplemental plans chosen and paid for by employees who wish additional coverage. There are no special insurance plans for Named Executive Officers. We also provide limited perquisites to executive officers, such as relocation assistance, housing subsidies and an executive automobile allowance.

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In accordance with his employment agreement, we paid Mr. Knowlton’s transportation expenses on an after-tax basis in the year ended December 31, 2009. Mr. Knowlton commuted out of state to spend some weekends at a family home and to the company or other locations for company business on a regular basis. We offered this benefit in order to entice an executive of Mr. Knowlton’s experience to become our Chief Executive Officer. We chartered a plane for Mr. Knowlton’s use, paid the charter expenses directly and treated the amount of those expenses as compensation to Mr. Knowlton. For more information on the computation of Mr. Knowlton’s transportation benefit, please see the footnotes to the Summary Compensation Table.

During and prior to the year ended December 31, 2009, we had loans outstanding to Mr. Sudan and several other current and former members of management. These loans were made in connection with the capital call payments made on September 29, 2000, and March 29, 2001, pursuant to the capital call agreement dated as of August 13, 1998. The proceeds from the loans were used to fund management’s share of the capital call payments. On October 30, 2009, Mr. Sudan repaid his outstanding loans in full.

Severance and Change of Control Benefits

Named Executive Officers may receive payments under severance and change of control provisions of their employment agreements designed to offer incentives and retain executive officers during a potential, or following an actual, change of control of our company, including a change in ownership, structure or other material change that could potentially affect us. Several of our employment agreements with our Named Executive Officers contain a non-competition and non-solicitation provision that is effective during employment and for a specified time after the executive’s employment is terminated. Our change of control and severance benefits are designed to be competitive with those available to similarly situated executives at comparable companies.

Generally, if an executive’s employment terminates due to disability or death, or if the executive is terminated for cause or resigns without good reason, then the executive or the executive’s beneficiary is entitled to accrued and unpaid base salary, vacation and business expenses and a pro-rated annual bonus (upon a termination due to death or disability only). If an executive is terminated without cause, resigns with good reason or in contemplation or as a result of a change of control, the executive may be entitled to additional benefits. See “—Potential Payments Upon Termination or Change of Control” below.

In March 2010, the Compensation Committee approved new severance plans, designed to make the severance arrangements across various classes of the company more uniform. Messrs. Burgess, Bullock and Lennox are eligible for our Class A Executive Severance Plan. Although Mr. Sudan was initially designated as a Class A Executive for purposes of this arrangement, he is not eligible for benefits due to the nature of his resignation. As described below in more detail under “—Potential Payments Upon Termination or Change of Control,” that plan offers severance benefits in certain circumstances in lieu of severance benefits under the executive’s employment agreement if the severance benefits available under the Class A Executive Severance Plan are greater than those available under the executive’s employment agreement.

Employment Agreements

We entered into employment agreements with certain Named Executive Officers. See “—Employment Agreements” below, following the Summary Compensation Table.

Transaction Bonuses

In connection with GPC’s IPO, we paid discretionary transaction bonuses to each of the following Named Executive Officers, in recognition of their efforts in connection with the IPO, in the following amounts: Mr. Burgess ($1,500,000), Mr. Bullock ($500,000), Mr. Lennox ($50,000) and Mr. Sudan ($27,000). We also

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paid Mr. Knowlton $750,000 in appreciation of his efforts toward the consummation of the IPO as well as to obtain a twelve-month extension of his noncompete agreement and a release of any claims that he may have against us or our affiliates.

Retention Bonuses

In connection with GPC’s IPO, we entered into retention bonus agreements with Mr. Burgess and Mr. Bullock. Under these agreements, Mr. Burgess will receive $550,000 and Mr. Bullock will receive $190,000 on each of December 31, 2010, December 31, 2011, and December 31, 2012, if they are employed by us on those dates. In the event that employment is terminated by us without cause or by the executive for good reason before all of the payments under the retention agreement has been made, all of the future payments will be accelerated and immediately paid to the executive.

Summary Compensation Table

The following table sets forth all compensation paid to our chief executive officer, our chief financial officer, our three other most highly compensated executive officers who were serving as of December 31, 2009 for the years ended December 31, 2007, 2008 and 2009, and their respective titles. These individuals are referred to as the “Named Executive Officers.”

Name and Principal Position	Year	Salary ($)	Bonus ($)		Option Awards ($) (1)	Non-Equity Incentive Plan Compensation ($)(2)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3)	All Other Compensation ($)		Total ($)
Warren D. Knowlton	2009	839,546	—		—	1,786,069	—	6,623,246	(5)	9,248,861
Former Chief Executive Officer and Former Executive Chairman of the Advisory Committee (4)	2008	803,380	—		—	1,530,330	—	770,714		3,104,424
	2007	770,921	3,000,000	(6)	—	1,360,815	—	854,975		5,986,711
Mark S. Burgess	2009	756,896	—		141,209	1,620,000	—	130,026	(7)	2,648,131
Chief Executive Officer	2008	549,393	—		—	1,110,432	—	133,658		1,793,483
	2007	475,110	—		—	855,393	—	319,847		1,650,350
David W. Bullock	2009	273,591	—		389,742	504,000	—	243,740	(8)	1,411,073
Chief Financial Officer (4)
Peter Lennox	2009	271,476	34,710	(9)	—	310,864	3,880	19,658	(10)	640,588
Senior Vice President, General Manager Food and Beverages	2008	260,310	—		—	326,778	9,254	22,225		618,567
	2007	252,567	—		—	271,703	1,791	18,499		544,560
Ashok Sudan	2009	360,293	145,150	(12)	—	492,421	20,533	29,988	(13)	1,048,385
Former Executive Vice President and General Manager, Global Food and Beverage (11)	2008	345,836	—		195,325	420,106	43,003	32,613		1,036,883
	2007	336,004	—		—	411,184	15,437	28,696		791,321

(1) Represents the grant date fair value calculated in accordance with the accounting standards for share-based compensation (excluding the effect of estimated forfeitures) with respect to equity option awards granted in 2009, 2008 and 2007. The grant date fair value of an award was calculated utilizing the assumptions discussed in note 18 of the notes to consolidated financial statements included elsewhere in this prospectus. Amounts for Mr. Sudan in 2008 include compensation cost related to the extension of options granted under the 1998 Option Plan for an additional ten years, pursuant to Amended and Restated Option Unit Agreements, such that the options expire in 2018. Amounts for Messrs. Lennox and Sudan also include compensation cost related to the exchange of options granted pursuant to the 2004 Option Plan for options pursuant to the 2008 Option Plan, as further described in the footnotes to the Outstanding Equity Awards at 2009 Fiscal Year End table below.

(2) Amounts reflected for the years 2007, 2008 and 2009 represent incentive compensation under the CIP earned in 2007, 2008 and 2009, respectively, and paid in 2008, 2009 and 2010, respectively.

(3) Represents the aggregate change in actuarial present value of accumulated pension benefits over the specified years, using the same pension plan measurement data used for financial statement reporting purposes.

(4) Warren D. Knowlton served as our Chief Executive Officer until December 31, 2008, and served as the Executive Chairman of the Advisory Committee from that date until December 31, 2009. Mr. Bullock joined our company as Chief Financial Officer on May 5, 2009.

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(5) Includes the vesting of a right to receive $640,000 annual retirement payment for ten years pursuant to Mr. Knowlton’s employment agreement, as amended. Also includes a housing subsidy in the amount of $75,160, transportation costs reimbursed per Mr. Knowlton’s employment agreement in the amount of $95,655, reimbursement for financial planning services in the amount of $35,342, contributions to our 401(k) plan and amounts attributable to group term life insurance. The $95,655 paid by our company in respect of Mr. Knowlton’s transportation in 2009 was composed of $55,528 in direct fees for charter flights and $40,127 in tax gross-up, the $75,160 paid by our company in respect of Mr. Knowlton’s housing subsidy in 2009 was composed $43,200 in direct fees for housing and $31,960 in tax gross-up, and the $35,342 paid by our company in respect of Mr. Knowlton’s financial planning services in 2009 was composed of $21,000 in direct fees for financial planning services and $14,342 in tax gross-up, in each case computed by dividing the respective direct fees by one minus the combined incremental federal and state tax rate of Mr. Knowlton (approximately 42%).

(6) Represents a $3,000,000 signing bonus awarded under Mr. Knowlton’s employment agreement.

(7) Includes a housing subsidy in the amount of $103,064, contributions to our 401(k) plan in the amount of $12,250, reimbursement of country club dues, car allowance and amounts attributable to group term life insurance. The $103,064 paid by our company in respect of Mr. Burgess’ housing subsidy in 2009 was composed of $60,000 in direct fees for housing and $43,064 in tax gross-up, computed by dividing the direct housing fees by one minus the combined incremental federal and state tax rate of Mr. Burgess.

(8) Includes relocation costs reimbursed in the amount of $243,525 and amounts attributable to group term life insurance, including direct costs of $228,599 in direct fees for relocation and $14,926 in tax gross-up, computed by dividing the direct fees for relocation considered to be compensation for income tax purposes ($65,752) by one minus the combined incremental federal and state tax rate of Mr. Bullock. The additional $162,847 paid for Mr. Bullock’s relocation was pursuant to a company-wide relocation program generally available to employees.

(9) Represents Mr. Lennox’s incentive payments made in the year ended December 31, 2009 which will be payable in March 2011, conditioned on Mr. Lennox’s continued employment through that date. See “—Annual Incentive Compensation.”

(10) Includes contributions to our 401(k) plan in the amount of $12,066, amounts attributable to group term life insurance and car allowance.

(11) Mr. Sudan resigned from the Company effective June 30, 2010.

(12) Represents Mr. Sudan’s incentive payments made in the year ended December 31, 2009, $28,000 of which was received in 2009. See “—Annual Incentive Compensation.”

(13) Includes contributions to our 401(k) plan in the amount of $12,250, amounts attributable to group term life insurance, car allowance and reimbursement of country club dues.

2009 Grants of Plan-Based Awards

The following table provides information on grants of plan-based awards in the year ended December 31, 2009 to the Named Executive Officers.

Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Option Awards ($) (2)
			Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Warren D. Knowlton				1,488,391	1,786,069
Mark S. Burgess				1,350,000	1,620,000
	6/17/09	(3)				0	189,072	189,072		6.64	141,209
David W. Bullock				420,000	504,000
	5/5/09	(3)				0	151,258	151,258		6.64	105,839
	5/5/09								151,258	6.64	283,903
Peter Lennox				302,133	350,474
Ashok Sudan				471,962	547,476

(1) The Named Executive Officers were eligible for the following target annual bonuses in 2009 under our 2009 CIP: Messrs. Knowlton and Burgess, 180% of their respective base salaries; Mr. Bullock, 100% of base salary, Mr. Lennox, 113% of base salary, and Mr. Sudan, 133% of base salary. For more information on the calculations of amounts payable under the CIP, see “—Compensation Discussion and Analysis—Annual Incentive Compensation.”

(2) We determine the fair value for the option awards by using the Black-Scholes model for time-based and performance-based awards and a lattice model for awards that have performance and market conditions, as our liquidity event awards have. The key inputs for the models are the stock price at the date of grant, volatility and the expected term of the option. Because we did not have publicly traded stock at the date of the grants described above, we valued our partnership units based on a weighting of several factors, including a market multiple (weighted 40% in 2009) and discounted cash flows (weighted 40% in 2009) and recent comparable transactions, including acquisitions and/or public offerings (weighted 20% in 2009), discounted to reflect the fact that our partnership units were not publicly traded at that time.

(3) Represents MOIC options. See “—Option Awards” for more information on the MOIC options.

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Employment Agreements

We entered into employment agreements on March 28, 2007, effective December 4, 2006, with Mr. Knowlton and Mr. Burgess. Mr. Knowlton’s agreement, as amended on December 18, 2008, provided for his employment as Executive Chairman of the Advisory Committee, effective December 31, 2008, through December 31, 2009. Mr. Burgess’ agreement, as amended on December 18, 2008, provided for his employment as our Chief Executive Officer, effective January 1, 2009, through December 4, 2009. We entered into an amended and restated employment agreement with Mr. Burgess effective January 20, 2010. Mr. Burgess’ employment agreement provides for his employment as our Chief Executive Officer through January 20, 2013. Mr. Burgess’ term of employment automatically extends for additional successive one-year periods, unless our company or Mr. Burgess elects to terminate the agreement at least 90 days prior to the end of any of these employment periods. Mr. Knowlton’s employment terminated on December 31, 2009.

Under their agreements, Mr. Knowlton received an annual base salary of at least $750,000 and Mr. Burgess will receive an annual base salary of at least $750,000. Each executive will be eligible to receive annual cash incentive awards in accordance with our cash bonus plans. The agreements provide that Mr. Knowlton and Mr. Burgess are each eligible for a target annual cash incentive award equal to 180% of their respective base salaries, subject to achievement of performance criteria. Pursuant to his agreement, Mr. Burgess received a one-time cash bonus of $75,000 in December 2006. Upon joining us, Mr. Knowlton became eligible to receive a deferred signing bonus of $3,000,000 contingent upon his continued employment and payable in four equal quarterly installments of $750,000 on the three-, six-, nine- and twelve-month anniversaries of his hire date. Upon starting employment, Mr. Knowlton and Mr. Burgess each received options to purchase limited partnership interests in Holdings. Specifically, Mr. Knowlton received (i) a time-vesting option to purchase 1,118,173 limited partnership interests in Holdings that vests over a four-year period based upon Mr. Knowlton’s continued employment and (ii) MOIC options to purchase 559,275 limited partnership interests in Holdings. Mr. Burgess received (i) a time-vesting option to purchase 419,362 limited partnership interests in Holdings one-half of which vests over a four-year period based upon Mr. Burgess’ continued employment and the other half of which vests over the four-year period based upon his continued employment and the attainment of certain performance goals established by our company and (ii) MOIC options to purchase 279,449 limited partnership interests in Holdings. See “—Option Awards” below for more detail on the vesting provisions of the options granted to Messrs. Knowlton and Burgess. Mr. Burgess may also receive future equity grants under our equity incentive program consistent with other senior executives and competitive pay practices generally. Upon his separation from our company, Mr. Knowlton’s unvested options to purchase limited partnership interests in Holdings were cancelled. Mr. Knowlton has 240 days from December 31, 2009 to exercise any vested options to purchase limited partnership interests in Holdings.

Pursuant to Mr. Knowlton’s employment agreement, as amended on December 18, 2008, Mr. Knowlton is eligible for an annual payment of $640,000 for 10 years following his separation of employment. Mr. Knowlton vested in this benefit on December 31, 2009. The retirement payment will be paid on January 31 of each of the ten years following that date.

The agreements of Mr. Knowlton and Mr. Burgess also provide for their participation in all employee compensation plans and welfare benefit plans generally available to our other senior executives. Each executive will receive reimbursement of all reasonable business expenses, fringe benefits, office and support staff and vacation benefits in accordance with our plans, policies and practices and in a manner comparable to other senior executives and Mr. Burgess is entitled to a monthly automobile benefit of $600 and an annual housing allowance of $5,000 grossed-up for taxes. During his employment, Mr. Knowlton was entitled on an after-tax basis of (i) up to fifty round-trip flights from our headquarters to Maine and (ii) accommodation and automobile benefits. In 2007, Mr. Burgess received six months of temporary living expenses. In 2007 and 2008, Mr. Knowlton and Mr. Burgess received reimbursement for relocation expenses and in 2009, Mr. Burgess received a monthly automobile benefit of $600 and a housing allowance of $5,000 grossed up for taxes. Under their agreements, Mr. Knowlton and Mr. Burgess are also entitled to tax gross-ups for “golden parachute” excise taxes incurred by them under the Sections 280G and 4999 of the Code and the applicable regulations thereunder with respect to

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payments and benefits received by them pursuant to the agreements. These tax gross-ups are subject to certain limitations (including a cutback of payments or benefits) if the amount of the payments and benefits subject to the excise tax exceeds the applicable safe harbor by less than 10% (within the meaning of the Code Section 4999 and the applicable regulations thereunder). Additionally, each employment agreement contains payments upon termination of employment. A description of potential payments Mr. Burgess may receive upon termination or change in control, and amounts Mr. Knowlton will receive in the future are further described in “—Potential Payments Upon Termination or Change of Control.”

In 2009, we hired Mr. Bullock as our Chief Financial Officer and entered into an employment agreement with Mr. Bullock on May 4, 2009, effective May 5, 2009, and amended on March 29, 2010, which amendment was effective as of February 11, 2010. Mr. Bullock’s agreement is for an initial three-year term which is renewed automatically for additional one-year periods unless terminated earlier by either party. Mr. Bullock’s compensation package includes an initial annual base salary of $420,000. Mr. Bullock is also eligible for an annual target bonus equal to 100% of base salary based upon the achievement of the financial budget or other performance criteria. Mr. Bullock also received a relocation package pursuant to our relocation program. In the event Mr. Bullock’s employment is terminated by us under certain circumstances before June 30, 2010 or June 30, 2011, Mr. Bullock will reimburse us for 100% or 50%, respectively, of the relocation costs. Upon starting employment, Mr. Bullock received (i) MOIC options to purchase 151,258 limited partnership interests in Holdings and (ii) a time-vesting option to purchase 151,258 limited partnership interests in Holdings which vests over a four-year period based upon Mr. Bullock’s continued employment. See “—Option Awards” below for more detail on the vesting provisions of the options granted to Mr. Bullock. Mr. Bullock also participates in certain of our other customary programs and policies. Additionally, under the employment agreement, Mr. Bullock is entitled to potential payments upon termination of employment or change in control, as further described in “—Potential Payments Upon Termination or Change of Control.”

On June 27, 2002, we entered into an employment agreement with Mr. Sudan and on April 15, 2005, with Mr. Lennox. The term of each agreement is for one year but automatically extends for an additional year unless either party gives 90 days written notice prior to the end of the term. Mr. Sudan’s contract was automatically extended for another year on June 27, 2009, and Mr. Lennox’ contract was automatically extended for another year on April 15, 2009. Under the agreement, Mr. Lennox is entitled to an initial base salary of $210,000 and is eligible for a target annual bonus of 110% of his base salary. Under the agreement, Mr. Sudan is entitled to an initial base salary of $202,370 and is eligible for a target annual bonus of 115% of his base salary. Annual bonus amounts are subject to achievement of performance criteria established by the Compensation Committee. Additionally, under each employment agreement, the executive is entitled to potential payments upon termination or change in control, as further described in “—Potential Payments Upon Termination or Change of Control.”

Option Awards

In general, options awarded under the 1998 Option Plan vest according to either a time-based component or time-based and performance-based components as follows: 50% of the options vest and become exercisable in 20% increments annually over five years, so long as the holder of the option is still an employee on the vesting date, and 50% of the options vest and become exercisable in 20% increments annually over five years, so long as we achieve specified EBITDA targets for each year, although these options do become exercisable in full without regard to our achievement of these targets on the ninth anniversary of the date of grant, so long as the holder of the option is still an employee on that date.

In general, time-based options awarded under the 2004 Option Plan and the 2008 Option Plan vest and become exercisable in 25% increments annually over four years, so long as the holder of the option is still an employee on the vesting date. For vesting details of the options granted to the Named Executive Officers under the 2004 Option Plan, refer to the footnotes to the table below.

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In some circumstances, certain executive officers have been granted MOIC options, which are exercisable provided that (i) the holder shall have remained in the continuous employ of our company through the date of a liquidity event, as defined in the option agreement, and (ii) Blackstone shall have achieved specified performance targets with respect to the multiple of invested capital for such a liquidity event. The vesting of the MOIC options granted in 2006 occurs pursuant to the following schedule, with any values listed between those indicated to be interpolated: achievement of 3.0 multiple of invested capital (100% vesting), 2.75 multiple of invested capital (75% vesting), 2.5 multiple of invested capital (50% vesting), 2.25 multiple of invested capital (25% vesting) and 2.0 multiple of invested capital (0% vesting). The vesting of the MOIC options granted in 2009 occurs pursuant to the following schedule, with any values listed between those indicated to be interpolated: achievement of 2.5 multiple of invested capital (100% vesting), 2.25 multiple of invested capital (75% vesting), 2.0 multiple of invested capital (50% vesting), 1.75 multiple of invested capital (25% vesting) and 1.5 multiple of invested capital (0% vesting).

The Holdings Option Plans contain accelerated vesting provisions upon certain terminations of employment and change in control, as further described in “—Potential Payments Upon Termination or Change of Control.”

The Holdings Option Plans provided for the grant to management employees of Holdings and its subsidiaries and non-employee members of the former Advisory Committee, advisors, consultants and other individuals providing services to Holdings or its subsidiaries or affiliates of options to purchase limited partnership units in Holdings. The aggregate number of limited partnership units with respect to which options were permitted to be granted under the 1998 Option Plan were not permitted to exceed 2,386,090 limited partnership units and the aggregate number of limited partnership units with respect to which options were permitted to be granted at any given time under the 2008 Option Plan, together with the 2004 Option Plan, were not permitted to exceed 4,834,196 limited partnership units. A committee administered the Option Plans, including, without limitation, the determination of the individuals to whom grants were made, the number of partnership units subject to each grant and the various terms of such grants.

Under the Holdings Option Plans, employees with vested options who are terminated by us are generally allowed to exercise their vested options within 90 days from the date of their termination from our company. Any options not exercised within 90 days from their termination date generally become forfeited and are no longer exercisable. In connection with his transaction bonus and release agreement, Mr. Knowlton will have 240 days from his date of termination to exercise his vested options.

Under the 1998 Option Plan and the 2004 Option Plan, the exercise price per limited partnership unit is equal to or greater than the fair value of a limited partnership unit on the date of grant. Under the 2008 Option Plan, the exercise price per limited partnership unit is less than, equal to, or greater than the fair value of a limited partnership unit on the date of grant, provided that there are limitations on exercise of any option granted at less than fair value on the grant date. We determined the fair value of a limited partnership unit by considering market multiples of comparable public companies and recent transactions involving comparable public and private companies, and by performing discounted cash flow analyses on our projected cash flows. We utilized the services of an appraisal firm to assist in these analyses. The number and type of limited partnership units covered by outstanding options and exercise prices may be adjusted to reflect certain events such as recapitalizations, mergers or reorganizations of or by Holdings. The Plans are intended to advance the best interests of our company by allowing such employees to acquire an ownership interest in us, thereby motivating them to contribute to the success of our company and to remain in the employ of our company.

The limited partnership units issued upon exercise of options granted under the Holdings Option Plans will be exchangeable for shares of GPC’s common stock based upon a pre-established exchange ratio.

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Outstanding Equity Awards at 2009 Fiscal Year End

A summary of the outstanding equity awards for each Named Executive Officer as of December 31, 2009, is as follows:

	Option Awards (1)
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)	Option Expiration Date
Warren D. Knowlton	894,538	(2)	—	(2)	—		10.23	8/28/2010	(2)
	—		—		—	(2)	6.82	—
Mark S. Burgess					189,072	(3)	6.64	6/16/2019
	314,521	(4)	52,420	(4)	52,420	(4)	6.82	12/3/2016
	—		—		279,449	(3)	6.82	12/3/2016
David W. Bullock					151,258	(3)	6.64	5/4/2019
			151,258	(5)			6.64	5/4/2019
Peter Lennox	17,205	(6)	7,374	(6)	—		6.82	3/31/2012
	10,588	(7)	4,538	(7)	—		7.83	3/30/2013
	10,493	(8)	31,481	(8)	—		9.72	3/06/2018
Ashok Sudan(9)	48,402	(10)	—		—		6.82	1/21/2018
	13,764	(6)	5,899	(6)	—		6.82	3/31/2012
	26,470	(7)	11,344	(7)	—		7.83	3/30/2013
	27,415	(8)	82,246	(8)	—		9.72	3/6/2018

(1) All options listed above were granted with an initial ten-year option term. See “—Compensation Discussion and Analysis—Elements of Our Executive Compensation and Benefits Programs” and “—Equity Options” for further information on the terms of these option awards.

(2) Vested options were part of an option grant on December 4, 2006 of 1,118,173 options, which vested and became exercisable with respect to 20% of the options on December 4, 2007, an additional 40% of the options on December 31, 2008, an additional 20% of the options on December 4, 2009. The additional 20% of the options that were scheduled to vest on December 4, 2010 were cancelled at the end of the year ended December 31, 2009 in connection with Mr. Knowlton’s separation of employment from our company. Also, in connection with that event, 559,275 unvested MOIC options granted on December 4, 2006 were cancelled. Mr. Knowlton has 240 days from December 31, 2009 to exercise his vested options.

(3) MOIC options granted on December 4, 2006 and June 17, 2009 (Mr. Burgess) and May 5, 2009 (Mr. Bullock). See “—Option Awards” above for more information on the vesting conditions of these options.

(4) Options granted on December 4, 2006. 50% of the options vest and become exercisable in 25% increments annually, 25% on December 4, 2007, and 25% on each the second, third and fourth anniversaries of the grant date, over four years so long as the holder of the option is still an employee on the vesting date. 50% of the options vest and become exercisable in 25% increments annually, on the anniversaries of the grant date, over four years so long as we achieve specified earnings targets each year and so long as the holder of the option is still an employee on the vesting date. See “—Compensation Discussion and Analysis—Equity Options” for more information.

(5) Options granted on May 5, 2009. Options vest and become exercisable in 25% increments annually on the anniversary of the grant date, so long as the holder of the option is still an employee on the vesting date and options will vest in full immediately upon a termination of employment by us without cause or by the executive for good reason. Options will vest in full upon a change in control.

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(6) Options granted on April 1, 2002, under the 1998 Option Plan. See “—Compensation Discussion and Analysis—Equity Options” for more information.

(7) Options granted on March 31, 2003, under the 1998 Option Plan. See “—Compensation Discussion and Analysis—Equity Options” for more information.

(8) Options originally granted on November 17, 2004, under the 2004 Option Plan. In March 2008, Messrs. Lennox and Sudan exchanged these options granted pursuant to the 2004 Option Plan for options to purchase an equivalent number of limited partnership units pursuant to the 2008 Option Plan. Although Messrs. Lennox and Sudan were approximately 75% vested in their 2004 options at the date of the exchange, neither of them were vested in any portion of his new options under the 2008 Option Plan on the date of grant. For information on the vesting schedule under the 2008 Option Plan, see “—Compensation Discussion and Analysis—Elements of Our Executive Compensation and Benefits Programs”, “—Compensation Discussion and Analysis—Equity Options” and “—Option Awards.” In addition, the 2008 options were granted with an exercise price equal to $9.72 per limited partnership unit, which was the fair value of such a unit on March 7, 2008, instead of the previous exercise price of $13.64, which was the fair value of such a unit when the officers were granted their 2004 options. The options granted under the 2008 Option Plan were granted with a ten-year option term and expire in 2018.

(9) As a result of Mr. Sudan’s resignation effective June 30, 2010, all of his vested options under the Holdings Options Plans now expire 90 days from June 30, 2010.

(10) Options granted on February 2, 1998, under the 1998 Option Plan. Under an Amended and Restated Option Unit Agreement dated January 22, 2008, the expiration date of options granted under the 1998 Option Plan was extended for ten additional years such that they expire on January 21, 2018 or earlier upon a termination of the holder’s service. No change was made to the number of options, nor the exercise price, and the options remained fully vested.

Option Exercises and Interests Vested

There were no options exercised during the year ended December 31, 2009.

2009 Pension Benefits

The table below shows the present value of accumulated benefits payable to each of the Named Executive Officers, including the number of years of service credited to each such Named Executive Officer under our pension plan as of December 31, 2009, determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. Information regarding our pension plan can be found under the heading “—Compensation Discussion and Analysis—Benefits—Pension Plans” above.

Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit ($)
Warren D. Knowlton		—	—
Mark S. Burgess		—	—
David W. Bullock		—	—
Peter Lennox	Pension Plan	6	65,702
Ashok Sudan (1)	Pension Plan	18	347,649

(1) As of December 31, 2009, Mr. Sudan was eligible for early retirement.

Nonqualified Deferred Compensation

In the year ended December 31, 2009, other than with respect to Mr. Knowlton’s retirement arrangements described above, we had no nonqualified deferred compensation plans.

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Potential Payments Upon Termination or Change of Control

Termination

Mr. Burgess

If we terminate Mr. Burgess’ employment without cause (including our election not to renew the term) or Mr. Burgess terminates his employment for good reason (as those terms are defined in the agreement) and Mr. Burgess executes a general release of claims, Mr. Burgess will be entitled to receive:

• a severance payment equal to twice the sum of Mr. Burgess’ base salary and annual bonus (generally determined to be the average annual bonus received over the preceding three fiscal years), paid in monthly installments for a period of 24 months;

• a pro rata bonus for the year of his termination, subject to achievement of the relevant performance goals;

• continued health and dental benefits for a period of up to 12 months;

• outplacement services for up to 12 months not to exceed $25,000;

• full vesting of his initial grant of time-based options to purchase limited partnership interests in Holdings and full vesting of his grant of MOIC options if the vesting conditions are satisfied within one year following the termination. See “—Option Awards” for more information about the vesting conditions applicable to the MOIC options; and

• full vesting of his service-based cash award. See “—Compensation Discussion and Analysis—Retention Bonuses” for more information.

During the term of employment and for a period of 24 months following the term, Mr. Burgess is subject to a covenant not to compete with us or solicit our clients or employees.

Mr. Bullock

In the event that Mr. Bullock is terminated by us without cause (as defined in his agreement) (including our election not to renew the term following the third anniversary of the agreement) or Mr. Bullock resigns with good reason (as defined in his agreement), Mr. Bullock will be entitled to:

• a severance payment equal to the sum of the executive’s base salary and target annual bonus (initially determined to be equal to Mr. Bullock’s base salary), paid in monthly installments for a period of 12 months;

• a pro rated annual bonus at the time the bonus would have otherwise been payable had Mr. Bullock’s employment not terminated;

• continued health and dental benefits for a period of up to 12 months;

• full vesting of all time-based equity awards granted to Mr. Bullock and full vesting of his grant of MOIC options if the vesting conditions are satisfied within one year following the termination. See “—Option Awards” for more information about the vesting conditions applicable to the MOIC options; and

• full vesting of his service-based cash award. See “—Compensation Discussion and Analysis—Retention Bonuses” for more information.

During the term of employment and for a period of 12 months following the term, Mr. Bullock is subject to a covenant not to compete with us or solicit our clients or employees. If Mr. Bullock voluntarily terminates his employment under certain circumstances prior to June 30, 2010 or June 30, 2011, he will be required to reimburse us for 100% and 50% of the costs of his relocation package, respectively.

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Messrs. Lennox and Sudan

In the event that either Mr. Lennox or Mr. Sudan is terminated by us without cause (as defined in each agreement) (including our election not to renew the term so that the term ends prior to the fifth anniversary of the agreement) or Mr. Lennox or Mr. Sudan, as applicable, resigns with good reason (as defined in each agreement), the executive will be entitled to:

• any accrued but unpaid base salary, earned bonus, vacation and business expenses;

• a severance payment equal to twice the sum of the executive’s base salary and annual bonus (generally determined to be the average annual bonus received over the preceding three fiscal years), paid in monthly installments for a period of 24 months;

• a pro rata bonus for the year of termination, subject to achievement of the relevant performance goals;

• continued health and dental benefits for a period of up to 24 months;

• continued automobile expense program benefits for up to 12 months;

• outplacement services for a period of up to 12 months not to exceed $30,000; and

• full vesting of all equity awards granted to the executive.

If we elect not to extend the term so that the term ends following the fifth anniversary of the agreement, upon the executive’s termination of employment, the executive will be entitled to the same benefits described above except that he will only be entitled to continued monthly payments of one times the sum of his base salary and bonus for a period of twelve months and health and dental benefits for a period of 12 months, rather than 24 months. During the term and for a period of 18 months following the term (12 months if the executive’s employment is terminated due to our election not to renew the term) the executive is subject to a covenant not to compete with us or solicit our clients or employees.

Additional Arrangements

Each Named Executive Officer has also agreed not to reveal our confidential information during the term of employment or thereafter and to assign to us any inventions created by the executive while employed by us. With respect to the employment agreements of Messrs. Burgess and Bullock, if any payments by us to the executive would result in an excise tax under Section 4999 of the Code, the executive will be entitled to an additional payment so that the executive will receive a total amount equal to the payments the executive would be entitled to receive without the imposition of the excise tax. These tax gross-ups are subject to certain limitations (including a cutback (i.e., no gross-up payment)) if the amount of the payments subject to the excise tax exceeds the applicable safe harbor by less than 10% (within the meaning of the Code Sections 280G and 4999 and the applicable regulations thereunder).

Mr. Knowlton’s employment with us ended on December 31, 2009. Pursuant to his employment agreement, Mr. Knowlton is entitled to an annual payment of $640,000 on January 31 of each of the ten years following the date of his retirement. Pursuant to Mr. Knowlton’s employment agreement, as amended by his subsequent transaction bonus and release agreement, he will have 240 days from December 31, 2009 to exercise his vested options. All unvested options were cancelled as of the end of his employment on December 31, 2009. In addition, pursuant to his transaction bonus and release agreement, Mr. Knowlton is subject to a covenant not to compete with the company through December 31, 2013.

Mr. Sudan’s employment ended on June 30, 2010, when he resigned from the Company to become chief executive officer of a European company based in Paris, France. As a result, Mr. Sudan received accrued base salary and he has the ability to exercise any vested options to purchase securities of the Company or Holdings for a period of 90 days from June 30, 2010. All of Mr. Sudan’s unvested options were cancelled on June 30, 2010.

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Change of Control

Accelerated Vesting

Upon a change of control, the vesting schedule of specific options will be accelerated. Upon any change of control, non-MOIC options (other than those granted in connection with GPC’s IPO) will vest fully and immediately if the executive is employed with us at the time of the change of control or if the executive’s employment was terminated by us without cause or by the executive with good reason in contemplation of such change of control, and the change of control occurred within one year following the termination of employment. Upon any change in control, the options granted in connection with GPC’s IPO will vest fully and immediately. See “—Compensation Discussion and Analysis—Equity Options.” In addition, all LTIP awards will become fully vested and payable at the maximum amount upon a change in control.

As described above, the vesting of non-MOIC time-vesting options that are only subject to the executive’s continued employment (i.e., contain no performance-vesting condition) will immediately accelerate if the executive’s employment is terminated by us without cause or by the executive’s with good reason whether or not a change of control is contemplated.

Additional Benefits

In the event that Mr. Burgess or Mr. Bullock is subject to a tax under Section 4999 of the Code as a result of a change of control as defined in Section 280G of the Code, then the executive will receive a gross-up payment so that he will receive a payment equal to the payment that he would have been entitled to receive without the imposition of the excise tax and any additional taxes on the additional payment. These tax gross-ups are subject to certain limitations (including a cutback (i.e., no gross-up payment)) if the amount of the payment subject to the excise tax exceeds the applicable safe harbor by less than 10% (within the meaning of the Code Sections 280G and 4999 and the applicable regulations thereunder).

Under each of Messrs. Sudan and Lennox’s employment agreements, if (A) there is or was a material reduction in the executive’s target annual bonus after a change of control (as defined in the executive’s employment agreement), as compared to the preceding year, and (B) the cure period (as defined in the executive’s employment agreement) expires or expired, the executive will or would be eligible to resign and receive the same benefits as those provided for upon his termination for good reason. In the event the executive is or was involuntarily terminated without cause or voluntarily resigns or resigned for good reason in contemplation of a change of control, the annual bonus to be used in calculating the cash severance payment is or would be the target annual bonus rather than the average bonus received over the preceding three fiscal years.

Pension Benefits

See “—Compensation Discussion and Analysis—Benefits—Pension Plans” and “—2009 Pension Benefits” for information on amounts payable under our pension plan.

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Potential Payments

The table below summarizes the potential payments upon either (i) a voluntary termination for good reason or involuntary termination without cause; (ii) a change in control; (iii) a termination in connection with a change in control, or (iv) the death of the Named Executive Officer, assuming each of the Named Executive Officers listed below was terminated as of, the change in control occurred on, or death occurred on, December 31, 2009. In addition, Mr. Knowlton’s retirement benefit arrangements are described above.

Name	Cash Severance Payment			Acceleration of Equity Awards (1)			Continuing Benefits as of December 31, 2009			Excise Tax Gross-up			Life Insurance Benefits (2)		Total
Mark S. Burgess (3)
Voluntary termination for good reason or involuntary termination without cause	$	5,510,550	(4)	$	344,755	(5)	$	32,164	(6)	$	—	(7)	$	—	$	5,887,469
No termination following a change in control		—	(4)		3,804,203	(5)		—	(6)		—	(7)		—		3,804,203
Voluntary termination for good reason or involuntary termination without cause following a change in control		5,820,000	(4)		3,804,203	(5)		32,164	(6)		—	(7)		—		9,656,367
Death of Named Executive Officer		—			—			—			—			1,000,000		1,000,000
David W. Bullock (3)
Voluntary termination for good reason or involuntary termination without cause		1,117,200	(8)		1,021,464	(9)		7,164	(8)		—	(7)		—		2,145,828
No termination following a change in control		—			2,042,928	(9)		—			—			—		2,042,928
Death of Named Executive Officer		—			—			—			—			420,000		420,000
Peter Lennox (3)
Voluntary termination for good reason or involuntary termination without cause		1,451,844	(10)		189,576	(11)		51,528	(12)		—			—		1,692,948
No termination following a change in control		—			189,576	(11)		—			—			—		189,576
Voluntary termination for good reason or involuntary termination without cause following a change in control		1,449,881	(10)		189,576	(11)		51,528	(12)		—			—		1,690,985
Death of Named Executive Officer		—			—			—			—			268,000		268,000
Ashok Sudan (3)
Voluntary termination for good reason or involuntary termination without cause		2,084,613	(13)		404,540	(11)		51,528	(14)		—			—		2,540,681
No termination following a change in control		—			404,540	(11)		—			—			—		404,540
Voluntary termination for good reason or involuntary termination without cause following a change in control		2,146,064	(13)		404,540	(11)		51,528	(14)		—			—		2,602,132
Death of Named Executive Officer		—			—			—			—			355,000		355,000

(1) Any additional equity option benefit is determined by subtracting the exercise price of the original equity option award from the underlying unit’s value on December 31, 2009, and multiplying the result, if a positive number (in-the-money), by the number of in-the-money equity options that would accelerate and vest as a result of the specified event. Not included in the table above is the vesting of IPO grant-date options, as these options had not yet been granted on December 31, 2009. See “—Compensation Discussion and Analysis—Equity Options” for more information.

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(2) Each Named Executive Officer is entitled to the proceeds of a life insurance policy, pursuant to our group term life insurance plan, equal to 2.0x the Named Executive Officer’s base salary at December 31, 2009, in the case of Mr. Burgess, and 1.0x the Named Executive Officer’s base salary at December 31, 2009, in the case of Messrs. Bullock, Lennox and Sudan. In each case, the life insurance proceeds are subject to a maximum payout of $1.0 million.

(3) The Named Executive Officer is subject to a covenant not to compete with us or solicit our clients or employees for the following periods: Mr. Burgess: 24 months following termination; Mr. Bullock: 12 months following termination; Messrs. Lennox and Sudan: 18 months following termination (12 months if the executive’s employment is terminated due to our election not to renew the term of employment).

(4) If Mr. Burgess voluntarily terminates for good reason or is involuntarily terminated without cause, he is entitled to receive a pro rata annual bonus for the year in which he is terminated, assuming achievement of performance targets. Mr. Burgess is also entitled to receive twice the sum of his base salary and annual bonus (determined to be the average annual bonus received over the preceding three fiscal years, or such other shorter period, as applicable), paid in monthly installments for a period of 24 months. If the termination occurs as a result of a change of control, the annual bonus to be used for purposes of this calculation is the target annual bonus rather than the average bonus annually received over the preceding three fiscal years. Not included in the table above is the acceleration of Mr. Burgess’ service-based cash award, which had not yet been awarded at December 31, 2009. See “—Compensation Discussion and Analysis—Retention Bonuses” for more information.

(5) If Mr. Burgess voluntarily terminates for good reason or is involuntarily terminated without cause, his time-based equity options fully vest and, if a change of control occurs within one year following such a termination, his unvested performance-based equity options will fully vest upon consummation of the change of control. All of Mr. Burgess’ non-MOIC equity options, both time-based and performance-based, fully vest in the event there is a change in control during his employment. If Blackstone receives a specific return on its investment in us in connection with a change in control in which Blackstone sells at least 75% of its interest in us, Mr. Burgess’s MOIC options will be eligible for vesting in accordance with specified performance metrics. See “—Option Awards” above. For purposes of the table above, it was assumed that all MOIC options vested at 100% where applicable.

(6) If Mr. Burgess voluntarily terminates for good reason or is involuntarily terminated without cause, he is entitled to outplacement services for a period of up to 12 months, not to exceed $25,000, and a continuation of his health and dental benefits for up to 12 months.

(7) If it is determined that any payments to the Named Executive Officer resulting from voluntary termination for good reason, involuntary termination without cause or change of control would be subject to the excise tax imposed by Section 4999 of the Code, then the Named Executive Officer is entitled to receive an additional payment (gross-up payment) in an amount such that after payment by the Named Executive Officer of all taxes on the gross-up payment the Named Executive Officer retains an amount equal to the excise tax subject to certain limitations described above. Based on the aggregate amount of payments to the Named Executive Officer, the Named Executive Officer would not be subject to an excise tax.

(8) If Mr. Bullock voluntarily terminates for good reason or is involuntarily terminated without cause, he is entitled to receive the sum of his base salary and target annual bonus, paid in monthly installments for a period of 12 months and continuation of his health and dental benefits for up to 12 months. Not included in the table above is the acceleration of Mr. Bullock’s service-based cash award, which had not yet been awarded at December 31, 2009. See “—Compensation Discussion and Analysis—Retention Bonuses” for more information.

(9) If Mr. Bullock voluntarily terminates for good reason or is involuntarily terminated without cause or there is a change of control during his employment, all of his non-MOIC time-based equity options fully vest. Mr. Bullock’s MOIC options will vest upon a change in control only if, among other things, Blackstone receives a specific return on its capital. See “—Option Awards” above. For purposes of the table above, it was assumed that all MOIC options vested at 100% where applicable.

(10) If Mr. Lennox voluntarily terminates for good reason or is involuntarily terminated without cause, he is entitled to receive a pro rata annual bonus for the year in which he is terminated, assuming achievement of performance targets. Mr. Lennox is also entitled to receive a total of twice the sum of his base salary and annual bonus (determined to be the average bonus received over the preceding three fiscal years), paid in monthly installments for a period of 24 months. If the termination occurs as a result of a change of control, the annual bonus to be used for purposes of this calculation is the target annual bonus rather than the average bonus received over the preceding three fiscal years. Not included in the table above is the acceleration of Mr. Lennox’s LTIP award, which had not yet been awarded at December 31, 2009. See “—Compensation Discussion and Analysis—Long Term Incentive Compensation” for more information.

(11) If either of Messrs. Lennox or Sudan voluntarily terminates for good reason or is involuntarily terminated without cause or there is a change in control during his employment, all of his time-based options fully vest.

(12) If Mr. Lennox voluntarily terminates for good reason or is involuntarily terminated without cause, he is entitled to outplacement services for a period of up to 12 months, not to exceed $30,000, a continuation of his health and dental benefits for up to 24 months and a continuation of the automobile expense program for up to 12 months.

(13) If Mr. Sudan had voluntarily terminated for good reason or had been involuntarily terminated without cause, he would have been entitled to receive a pro rata annual bonus for the year in which he had been terminated, assuming achievement of performance targets. Mr. Sudan was also entitled to receive a total of twice the sum of his base salary and annual bonus (determined to be the average bonus received over the preceding three fiscal years), paid in monthly

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installments for a period of 24 months. If the termination had occurred as a result of a change of control, the annual bonus to be used for purposes of this calculation would have been the target annual bonus rather than the average bonus received over the preceding three fiscal years. Not included in the table above is the acceleration of Mr. Sudan’s LTIP award, which had not yet been awarded at December 31, 2009. See “—Compensation Discussion and Analysis—Long Term Incentive Compensation” for more information.

(14) If Mr. Sudan had voluntarily terminated for good reason or had been involuntarily terminated without cause, he would have been entitled to outplacement services for a period of up to 12 months, not to exceed $30,000, a continuation of his health and dental benefits for up to 24 months and a continuation of the automobile expense program for up to 12 months.

Compensation Committee Interlocks and Insider Participation

Except as set forth below, during the 2009 fiscal year, there were no “compensation committee interlocks” (as that term is defined in SEC rules). The current members of the Compensation Committee are Messrs. Chu, Kiernan and Sawhney, none of whom is a current or former officer or employee of our company or any of its subsidiaries. During the 2009 fiscal year:

• none of the members of the Compensation Committee was an officer (or former officer) or employee of our company or any of its subsidiaries;

• none of the members of the Compensation Committee had a direct or indirect material interest in any transaction in which our company was a participant and the amount involved exceeded $120,000, except that Messrs. Chu and Sawhney are affiliates of Blackstone, which was a party to the Monitoring Agreement with our company.

• none of our executive officers served on the compensation committee (or another board committee with similar functions or, if none, the entire board of directors) of another entity where one of that entity’s executive officers served on our Compensation Committee;

• none of our executive officers was a director of another entity where one of that entity’s executive officers served on our Compensation Committee; and

• none of our executive officers served on the compensation committee (or another board committee with similar functions or, if none, the entire board of directors) of another entity where one of that entity’s executive officers served as a director on the Board.

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TRANSACTIONS WITH RELATED PERSONS

The Board has adopted a written Related Person Transaction Policy to assist it in reviewing, approving and monitoring related person transactions and to assist us in the preparation of related disclosures required by the SEC. This Related Person Transaction Policy supplements other policies that may apply to transactions with related persons, such as the Corporate Governance Guidelines and Code of Ethics of GPC.

The Related Person Transaction Policy provides that all related person transactions covered by the Policy are prohibited, unless approved or ratified by any committee of the Board composed solely of independent directors who are disinterested or by the disinterested members of the Board. Management must disclose to any committee of the Board composed solely of independent directors or to the disinterested members of the Board, as appropriate, the name of the Related Party (defined as any person described in paragraph (a) of Item 404 of Regulation S-K and as under the Related Person Transaction Policy), the basis on which the person is a Related Person and any Related Party Transaction in which our company was or is to be a participant and the amount involved exceeds $120,000 and in which such Related Party had or will have a direct or indirect material interest, and all material facts with respect thereto.

Equipment Sales Agreement

We were a party to an Equipment Sales, Services and License Agreement, dated February 2, 1998, (“Equipment Sales Agreement”) with Graham Engineering, a company controlled by the Graham Family, who have a 12.1% beneficial ownership interest in GPC. The Equipment Sales Agreement terminated on December 31, 2007. Under the Equipment Sales Agreement, Graham Engineering provided us with certain sizes of wheels used in extrusion blow molding, on an exclusive basis within the countries and regions in which we had material sales of plastic containers. Despite termination of the Equipment Sales Agreement, we continue to purchase wheels and replacement parts from Graham Engineering. We received equipment and related services in the amounts of $11.0 million, $1.3 million, $2.5 million and $1.4 million for the years ended December 31, 2007, 2008 and 2009 and for the six months ended June 30, 2010, respectively.

Exchange Agreement

We have entered into an exchange agreement with the Graham Family, dated February 10, 2010, pursuant to which the Graham Family and certain permitted transferees thereof may, subject to the terms specified in the exchange agreement, exchange their Graham Packaging Holdings Company limited partnership units for shares of common stock of GPC at any time and from time to time on a one-for-one basis, subject to customary conversion rate adjustments for splits, stock dividends and reclassifications. We have entered into similar exchange agreements with current Graham Packing Holdings Company optionholders.

On February 17 and 18, 2010, the Graham Family exercised their right under the Exchange Agreement and exchanged 1,324,900 limited partnership units of Holdings for the same number of shares of GPC’s common stock. GPC issued an aggregate of 1,324,900 shares of its common stock to the Graham Family in connection with such exchanges. No underwriters were involved in the foregoing exchanges. The exchanges were exempt from the registration requirements of the Securities Act under Section 4(2) of the Securities Act.

Graham Packaging Holdings Company Partnership Agreement

As of June 30, 2010, GPC owned 60,532,490 limited partnership units, representing an 87.9% limited partnership interest in Holdings, and GPC’s wholly-owned subsidiary BCP, owned 2,023,472 general partnership units, representing a 2.9% general partnership interest in Holdings. As of June 30, 2010, the Graham Family owned an aggregate of 6,263,121 limited partnership units, representing a 9.1% limited partnership interest in Holdings, and (iii) management and other existing holders owned an aggregate of 35,158 limited partnership units and options to acquire an aggregate of 4,613,199 limited partnership units.

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Pursuant to the Sixth Amended and Restated Limited Partnership Agreement (referred to herein as the “Holdings Partnership Agreement”), GPC has, through BCP, the right to determine when distributions will be made to the partners of Holdings and the amount of any such distributions. If GPC authorizes a distribution, such distribution will be made to the partners of Holdings (1) in the case of a tax distribution (as described below), to the holders of limited partnership units in proportion to the amount of taxable income of Holdings allocated to such holder and (2) in the case of other distributions, pro rata in accordance with the percentages of their respective partnership interests.

The holders of limited partnership units in Holdings will incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of Holdings. Net profits and net losses of Holdings will generally be allocated to its partners pro rata in accordance with the percentages of their respective partnership interests. The Holdings Partnership Agreement provides for cash distributions to the holders of limited partnership units of Holdings if GPC determines that the taxable income of Holdings will give rise to taxable income for its partners. In accordance with the Holdings Partnership Agreement, GPC intends to cause Holdings to make cash distributions to the holders of limited partnership units of Holdings for purposes of funding their tax obligations in respect of the income of Holdings that is allocated to them. Generally, these tax distributions will be computed based on our estimate of the net taxable income of Holdings allocable to such holder of limited partnership units multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporation (taking into account the nondeductibility of certain expenses and the character of our income).

The Holdings Partnership Agreement provides that for so long as the Graham Family retains at least one-third of their partnership interests held as of February 2, 1998 (or GPC’s common stock for which such partnership interests have been or are eligible to be exchanged), they are entitled to an advisory fee of $1,000,000 per annum, payable in four equal quarterly installments.

The Holdings Partnership Agreement provides that BCP, as the general partner, will be entitled in its sole discretion and without the approval of the other partners to perform or cause to be performed all management and operational functions relating to Holdings and shall have the sole power to bind Holdings. The limited partners will not participate in the management or control of the business.

The Holdings Partnership Agreement provides that, subject to certain exceptions, the General Partner will not withdraw from Holdings, resign as a general partner, or transfer its general partnership interests, and limited partners will not transfer their limited partnership interests without the consent of the General Partner (except in an exchange transaction pursuant to an exchange agreement).

The Holdings Partnership Agreement provides that if the Graham Family proposes to transfer any partnership interests to any person pursuant to a bona fide offer to purchase such partnership interests, then the Graham Family shall first give a written notice to Holdings, GPC and BCP setting forth the terms and conditions of such offer. Holdings has a right of first refusal regarding such partnership units.

The Holdings Partnership Agreement provides that Holdings will be dissolved upon the earliest of (i) the sale, exchange or other disposition of all or substantially all of its assets, (ii) the withdrawal, resignation, filing of a certificate of dissolution or revocation of the charter or bankruptcy of the General Partner, or the occurrence of any other event which causes a general partner to cease to be a general partner unless, a majority-in-interest of the limited partners elect to continue the partnership, or (iii) such date as the partners shall unanimously elect.

Registration Rights Agreement

On February 10, 2010, GPC, Holdings, the Graham Family, Blackstone and certain other investors entered into a Registration Rights Agreement with respect to shares of GPC’s common stock outstanding held by such parties or delivered in exchange for limited partnership units otherwise held by them. The Registration Rights

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Agreement provides (i) to the Graham Family and their affiliates (and their permitted transferees of partnership interests in Holdings) two “demand” registrations at any time and customary “piggyback” registration rights and (ii) to Blackstone an unlimited number of “demand” registrations and customary “piggyback” registration rights. In addition, the Registration Rights Agreement provides that the Graham Family and their affiliates may request that GPC files a shelf registration statement beginning on the 181st day after GPC’s IPO, which right has been exercised by the Graham Family. The other parties to the Registration Rights Agreement also have customary “piggyback” registration rights, some of which have also exercised their rights. The Registration Rights Agreement also provides that GPC will pay certain expenses of the Graham Family, Blackstone and certain other investors relating to such registrations and indemnify them against certain liabilities, which may arise under the Securities Act.

Stockholders’ Agreements

In connection with its IPO, GPC entered into a stockholders’ agreement with Blackstone. This agreement grants Blackstone the right to nominate to the Board a number of designees equal to: (i) at least a majority of the total number of directors comprising the Board at such time as long as Blackstone beneficially owns more than 35% of the shares of GPC’s common stock entitled to vote generally in the election of directors; (ii) 42% of the total number of directors comprising the Board at such time as long as Blackstone beneficially owns more than 25% but less than or equal to 35% of the shares of GPC’s common stock entitled to vote generally in the election of directors; (iii) 28% of the total number of directors comprising the Board at such time as long as Blackstone beneficially owns more than 15% but less than or equal to 25% of the shares of GPC’s common stock entitled to vote generally in the election of directors; and (iv) 14% of the total number of directors comprising the Board at such time as long as Blackstone beneficially owns 5% or more of the shares of GPC’s common stock entitled to vote generally in the election of directors. For purposes of calculating the number of directors that Blackstone is entitled to nominate pursuant to the formula outlined above, any fractional amounts would be rounded up to the nearest whole number and the calculation would be made on a pro forma basis, taking into account any increase in the size of the Board (e.g., one and one quarter (1 ¹/4) directors shall equate to two directors). In addition, Blackstone shall have the right to remove and replace its director-designees at any time and for any reason and to nominate any individual(s) to fill any such vacancies.

If GPC is required by New York Stock Exchange regulations to have a majority of independent directors on the Board, upon the occurrence of any transaction whereby Blackstone ceases to beneficially own more than 50% of the shares of GPC’s common stock entitled to vote generally in the election of directors, the Board will simultaneously be increased in size to nine directors. The two vacancies thus created will be filled by independent directors appointed by the affirmative vote of a majority of the remaining directors although less than a quorum. The Board will take other steps necessary to comply with the New York Stock Exchange regulations.

GPC was a party to a stockholders’ agreement with certain holders of GPC’s common stock, dated February 2, 1998, which terminated in connection with the IPO in February 2010. Under this agreement, such holders could not transfer any shares without Blackstone’s consent unless such transfer was a registered public offering made in accordance with the Registration Rights Agreement. In addition, such holders had the right to tag along in a private sale by Blackstone and were also subject to being dragged along in a private sale by Blackstone. Such holders had also granted a proxy to Blackstone to vote their shares to elect any Board designees of Blackstone and approve any matter approved by our Board of Directors. In 2009, GPC was also party to a management stockholders agreement with current and former members of management of Graham Packaging Company, L.P., dated February 3, 1998, which terminated in connection with the IPO in February 2010. The parties to these agreements were entitled to “piggyback” registration rights under the Registration Rights Agreement.

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Income Tax Receivable Agreements

In connection with its IPO, GPC entered into an exchange agreement with the Graham Family providing the Graham Family with the right to exchange partnership units in Holdings for shares of GPC’s common stock on a one-for-one basis, subject to customary conversion rate adjustments for splits, stock dividends and reclassifications. Holdings intends to have in effect an election under Section 754 of the Code effective for each taxable year in which such an exchange of partnership units for shares of common stock occurs, which may result in an adjustment to the tax basis of the assets of Holdings at the time of an exchange of limited partnership units. Any such exchanges are expected to result in an increase in the tax basis of the tangible and intangible assets of Holdings that otherwise would not have been available. Similar increases to the tax basis of the tangible and intangible assets of Holdings resulted from GPC’s acquisition of Holdings in 1998. These increases in tax basis will increase (for tax purposes) depreciation and amortization and therefore reduce the amount of tax that GPC would otherwise be required to pay in the future. These increases in tax basis may also decrease gain (or increase loss) on future dispositions of certain capital assets to the extent the tax basis is allocated to those capital assets. Additionally, in connection with (and following) the reorganization that took place in connection with its IPO, GPC will be able to utilize net operating losses that arose prior to the IPO and reorganization and are therefore attributable to its pre-IPO stockholders (i.e., Blackstone, management and other investors). These net operating loss carryforwards will also reduce the amount of tax that GPC would otherwise be required to pay in the future.

GPC entered into an income tax receivable agreement with GPC LP that provides for the payment by GPC to the Graham Family of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that GPC actually realizes (or is deemed to realize in the case of an early termination payment by GPC, or a change of control, as discussed below) as a result of these increases in tax basis and of certain other tax benefits related to its entering into the income tax receivable agreement, including tax benefits attributable to payments under the income tax receivable agreement.

GPC also entered into an income tax receivable agreement with certain of its pre-IPO stockholders that provides for the payment by GPC to all of its existing stockholders (i.e. Blackstone, management and other investors) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that GPC actually realizes (or is deemed to realize in the case of an early termination by GPC or a change of control, as discussed below) as a result of (i) the utilization of its net operating losses attributable to periods prior to the IPO and (ii) any increase to the tax basis of the assets of Holdings relating to GPC’s acquisition of Holdings in 1998, and certain other tax benefits related to its entering into the income tax receivable agreements, including tax benefits attributable to payments under the income tax receivable agreement.

For purposes of these income tax receivable agreements, cash savings in income tax will be computed by comparing GPC’s actual income tax liability to the amount of such taxes that it would have been required to pay had it not been able to utilize the tax benefits subject to the income tax receivable agreements. The term of each income tax receivable agreement commenced upon consummation of GPC’s IPO and will continue, in each case, until all relevant tax benefits have been utilized or have expired.

The counterparties under the income tax receivable agreements will not reimburse GPC for any payments previously made if such basis increases or other benefits are subsequently disallowed (although future payments would be adjusted to the extent possible to reflect the result of such disallowance). As a result, in such circumstances GPC could make payments under the income tax receivable agreements that are greater than its actual cash tax savings.

While the actual amount and timing of any payments under the income tax receivable agreements will vary depending upon a number of factors, including the timing of exchanges, the amount and timing of the taxable income GPC generates in the future, its use of net operating loss carryforwards and the portion of its payments under the income tax receivable agreements constituting imputed interest or amortizable tax basis, GPC expects that during the term of the income tax receivable agreements, the payments that it may make could be material. Assuming no material changes in the relevant tax law and that GPC earns sufficient taxable income to realize the

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full tax benefits subject to the income tax receivable agreements, GPC would expect that future payments under the income tax receivable agreements will aggregate to approximately $200 million to $230 million with potential additional payments for tax basis step-ups relating to future exchanges by the Graham Family of their limited partnership units in Holdings for GPC’s stock depending on the timing and value of such exchanges. This range is based on assumptions using presently available information including with respect to valuation, historic tax basis and the amount of tax attributes subject to the income tax receivable agreements that currently exist. Such amounts may differ materially from the amounts presented above based on various items, including final valuation analysis and updated determinations of taxable income and historic tax basis amounts. The payments under the income tax receivable agreements are not conditioned upon these parties continued ownership of GPC or Holdings.

If GPC undergoes a change of control, the income tax receivable agreements will terminate and GPC will be required to make a payment equal to the present value of future payments under the income tax receivable agreements, which payment would be based on certain assumptions, including those relating to GPC’s future taxable income. Additionally, if GPC or a direct or indirect subsidiary transfers any asset to a corporation with which we do not file a consolidated tax return, we will be treated as having sold that asset in a taxable transaction for purposes of determining the cash savings in income tax under the income tax receivable agreements.

Each income tax receivable agreement provides that in the event that GPC breaches any of its material obligations under such agreement, whether as a result of its failure to make any payment when due (subject to a specified cure period), failure to honor any other material obligation under it or by operation of law as a result of the rejection of it in a case commenced under the United States Bankruptcy Code or otherwise, then all its payment and other obligations under the relevant income tax receivable agreement will be accelerated and will become due and payable applying the same assumptions described above. Such payments could be substantial and could exceed its actual cash tax savings under the relevant income tax receivable agreement. Additionally, GPC generally has the right to terminate both income tax receivable agreements. If GPC terminates the income tax receivable agreements, its payment and other obligations under the relevant income tax receivable agreement will be accelerated and will become due and payable, also applying the assumptions described above. Such payments could be substantial and could exceed GPC’s actual cash tax savings under the relevant income tax receivable agreement.

Because GPC is a holding company with no operations of its own, its ability to make payments under the income tax receivable agreements is dependent on the ability of its subsidiaries to make distributions to it. Our credit agreement and outstanding notes restrict the ability of our subsidiaries to make distributions to us, which could affect GPC’s ability to make payments under the income tax receivable agreements. To the extent that GPC is unable to make payments under the income tax receivable agreements for any reason, such payments will be deferred and will accrue interest at a rate of LIBOR plus five percent per annum until paid, provided that the failure to make a payment due pursuant to the terms of the income tax receivable agreements within six months of the date such payment is due will generally constitute a breach and payments under the relevant income tax receivable agreement would then be accelerated.

Management Services Arrangements

Blackstone and the Graham Family have supplied management services to us since 1998. We recorded $2.0 million of expense for management services provided by the Graham Family for each of the years ended December 31, 2007, 2008 and 2009, including a $1.0 million annual fee paid pursuant to the Holdings Partnership Agreement and a $1.0 million annual fee paid pursuant to the Amended and Restated Monitoring Agreement, dated as of September 30, 2004, among Holdings, Graham Packaging Company, L.P., Blackstone and the Graham Family (the “Monitoring Agreement”). We recorded $3.3 million, $3.2 million and $8.0 million of expense for management services provided by Blackstone for the years ended December 31, 2007, 2008 and 2009, respectively, including a $3.0 million annual fee paid pursuant to the Monitoring Agreement and $5.0 million paid in connection with the Fourth Amendment to the Credit Agreement. Both Blackstone and the

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Graham Family are reimbursed for reasonable out-of-pocket expenses. For the six months ended June 30, 2010, we recorded $0.6 million and $0.4 million of expenses for management services provided by the Graham Family and Blackstone, respectively.

Blackstone Management Partners III L.L.C. terminated the Monitoring Agreement pursuant to a termination agreement in exchange for a one-time payment of $26.3 million to Blackstone Management Partners III L.L.C. and $8.8 million to the Graham Family, representing the estimated fair value of future payments under the agreement. As a result of the termination, affiliates of Blackstone and the Graham Family have no further obligation to provide monitoring services to us, and we have no further obligations under the agreement (including the obligation to make annual payments of $4.0 million under this agreement). The termination of the Monitoring Agreement did not affect the $1.0 million annual fee paid to the Graham Family pursuant to the Holdings Partnership Agreement for ongoing management and advisory services.

In the future, Blackstone may receive customary fees for advisory and other services rendered to us. If such services are rendered in the future, the fees will be negotiated from time to time on an arm’s length basis and will be based on the services performed and the prevailing fees then charged by third parties for comparable services.

Loans to Management

Prior to GPC’s IPO, we had loans outstanding to certain of our current and former management employees, which had been made in connection with the capital call payments made on September 29, 2000, and March 29, 2001, pursuant to the capital call agreement dated as of August 13, 1998. The proceeds from these loans were used to fund management’s share of the capital call payments. On October 30, 2009, Messrs. Cargile and Sudan repaid their outstanding loans in full. The remaining loans, none of which was extended to any of our executive officers, mature on September 28, 2012, and March 30, 2013, respectively, and accrue interest at a rate of 6.22% per annum. The loans are secured by a pledge of the stock purchased by the loans and by a security interest in any bonus due and payable to the respective borrowers before or after the maturity date of the loans.

Loans to the Blackstone Funds

On January 5, 2007 and April 10, 2009, Holdings loaned $3.4 million and $0.2 million, respectively, to the Blackstone Funds in connection with the Blackstone Funds’ purchase from our former Chief Executive Officer and Chief Financial Officer, in the case of the 2007 loan, and a former Senior Vice President, in the case of the 2009 loan, of all of their outstanding shares of GPC’s common stock. These loans bear interest at a rate of 8.0% per annum payable quarterly in cash or, at the Blackstone Funds’ option, in kind, and mature on January 5, 2017.

Equity Healthcare Program Agreement

Effective October 23, 2008, we entered into an employer health program agreement with Equity Healthcare LLC (“Equity Healthcare”). Equity Healthcare negotiates with providers of standard administrative services for health benefit plans as well as other related services for cost discounts and quality of service monitoring capability by Equity Healthcare. Because of the combined purchasing power of its client participants, Equity Healthcare is able to negotiate pricing terms for providers that are believed to be more favorable than the companies could obtain for themselves on an individual basis.

In consideration for Equity Healthcare’s provision of access to these favorable arrangements and its monitoring of the contracted third parties’ delivery of contracted services to us, we pay Equity Healthcare a fee of $2 per participating employee per month (“PEPM Fee”). As of June 30, 2010, we had approximately 3,935 employees enrolled in our health benefit plans in the United States.

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Equity Healthcare may also receive a fee (“Health Plan Fees”) from one or more of the health plans with whom Equity Healthcare has contractual arrangements if the total number of employees joining such health plans from participating companies exceeds specified thresholds. If and when Equity Healthcare reaches the point at which the aggregate of its receipts from the PEPM Fee and the Health Plan Fees have covered all of its allocated costs, it will apply the incremental revenues derived from all such fees to (a) reduce the PEPM Fee otherwise payable by us; (b) avoid or reduce an increase in the PEPM Fee that might otherwise have occurred on contract renewal; or (c) arrange for additional services to us at no cost or reduced cost.

Equity Healthcare is an affiliate of Blackstone, with whom Chinh E. Chu, Vikrant Sawhney and Angelo G. Acconcia, members of the Board, are affiliated and in which they may have an indirect pecuniary interest.

Core Trust Purchasing Group Participation Agreement

Effective February 1, 2006, we entered into a five-year participation agreement (“Participation Agreement”) with Core Trust Purchasing Group, a division of HealthTrust Purchasing Corporation (“CPG”), designating CPG as our exclusive “group purchasing organization” for the purchase of certain products and services from third party vendors. CPG secures from vendors pricing terms for goods and services that are believed to be more favorable than participants in the group purchasing organization could obtain for themselves on an individual basis. Under the Participation Agreement, we must purchase 80% of the requirements of our participating locations for core categories of specified products and services, from vendors participating in the group purchasing arrangement with CPG or CPG may terminate the contract. In connection with purchases by its participants (including us), CPG receives a commission from the vendors in respect of such purchases.

Although CPG is not affiliated with Blackstone, in consideration for Blackstone’s facilitating our participation in CPG and monitoring the services CPG provides to us, CPG remits a portion of the commissions received from vendors in respect of our purchases under the Participation Agreement to an affiliate of Blackstone, with whom Chinh E. Chu, Vikrant Sawhney and Angelo G. Acconcia, members of the Board, are affiliated and in which they may have an indirect pecuniary interest. For the years ended December 31, 2007, 2008 and 2009 and for the six months ended June 30, 2010, our purchases under the Participation Agreement were approximately $4.9 million, $6.8 million, $7.5 million and $3.2 million, respectively.

Commercial Transactions with Blackstone Portfolio Companies

Pinnacle Foods, which is owned by Blackstone, is a customer of ours. For the years ended December 31, 2007, 2008 and 2009 and for the six months ended June 30, 2010, our sales to Pinnacle Foods were $11.7 million, $10.1 million, $5.9 million and $3.3 million, respectively.

In 2008, we entered into an agreement with Kloeckner Pentaplast (“Kloeckner”), which is owned by Blackstone, to combine our purchasing power on materials used by both us and Kloeckner. In connection with this agreement, Kloeckner paid us $0, $200,000 and $0 for the years ended December 31, 2008 and 2009 and for the six months ended June 30, 2010, respectively.

Fees in Connection with the Fourth Amendment to the Credit Agreement

We incurred a $5.0 million fee to Blackstone Management Partners III L.L.C. in connection with the Fourth Amendment to the Credit Agreement of Holdings, dated as of May 28, 2009.

Fees in Connection with the Transactions

We paid Blackstone Advisory Partners L.P. a $4.5 million fee for advisory and other services rendered in connection with the Transactions. This fee was negotiated on an arm’s-length basis for services performed and the prevailing fees being charged by third parties for comparable services.

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Reimbursement of Administrative Expenses

Since GPC’s inception, Blackstone has paid on GPC’s behalf some of its administrative expenses. Such payments totaled $62,000, $60,000 and $68,000 for the years ended December 31, 2007, 2008 and 2009, respectively. GPC used $0.8 million of the net proceeds from its IPO to reimburse Blackstone for all the historical administrative expenses incurred by GPC and paid by Blackstone on its behalf since its inception. No expenses were paid by Blackstone on GPC’s behalf for the six months ended June 30, 2010.

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DESCRIPTION OF OTHER INDEBTEDNESS

Senior Secured Credit Agreement

On October 7, 2004, the Operating Company and CapCo I, as co-borrowers, established the senior secured credit agreement with certain lenders and Citigroup, Goldman Sachs Credit Partners, L.P., General Electric Capital Corporation, Lehman Commercial Paper Inc., and Deutsche Bank AG Cayman Islands Branch (“Deutsche Bank AG”) as agents.

The senior secured credit agreement was amended on December 9, 2005, April 18, 2006, March 30, 2007, May 2, 2009 and December 10, 2009 and, as of June 30, 2010, consisted of:

• a $260 million senior secured revolving credit facility (of which $135.2 million of commitments are due October 7, 2010 and $124.8 million of commitments are due October 1, 2013) with availability of $249.8 million (as reduced by $10.2 million of outstanding letters of credit);

• a $563.1 million senior secured term loan facility due October 7, 2011 (Term Loan B), all of which was outstanding; and

• a $1,875 million senior secured term loan facility due April 5, 2014 (Term Loan C), with an aggregate principal amount of $1,022.8 million outstanding ($1,038.1 million less $15.3 million remaining unamortized discount to be included as interest expense).

In addition, prior to the Refinancing, subject to certain conditions, the Operating Company could have requested an increase to the Term Loan C facility in an aggregate amount not to exceed $300 million, subject to receipt of commitments by existing term loan lenders or other financing institutions reasonably acceptable to the administrative agent. The Operating Company and CapCo I are the borrowers under the Term Loan B, Term Loan C and the revolving credit facility. The revolving credit facility includes borrowing capacity available for letters of credit and for borrowings on same-day notice, such same-day borrowings being referred to as the swingline loans.

New Term Loan D Facility

In connection with the Transactions, we amended the senior secured credit agreement and entered into a new term loan facility in an aggregate principal amount of $913.1 million due September 23, 2016. The Operating Company and CapCo I are borrowers under the new term loan facility, which is referred to as the Term Loan D. The Term Loan D was issued with a $6.8 million discount that will be amortized and included as interest expense as the Term Loan D matures. Of the $906.3 million borrowed under the Term Loan D, $347.4 million was used to finance the Liquid Container Acquisition, and $558.9 million, plus existing cash, was used to repay the amount outstanding under Term Loan B.

The applicable margin for borrowings under the Term Loan D is 3.25% with respect to base rate borrowings and 4.25% with respect to LIBOR borrowings. The prepayment terms, covenants, events of default and voting arrangements applicable to the Term Loan D are the same as those applicable to the existing term loan facilities described below.

The amended senior secured credit agreement provides that, in lieu of permitted increases to the Term Loan C as described above, the Operating Company will be permitted to increase the Term Loan D in an amount not to exceed $300 million, subject to the same conditions previously applicable to increases of Term Loan C. The Operating Company will be able to request such increases to the Term Loan D at any time and in any amount up to the $300 million threshold. In addition, the Operating Company can request increases of the Term Loan D to repay amounts outstanding under the Term Loan C. Incremental amounts borrowed under the Term Loan D to repay the Term Loan C will not reduce the $300 million threshold.

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Interest Rate and Fees

The borrowings under the credit agreement bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the highest of (1) Deutsche Bank AG’s, prime rate, (2) the federal funds rate plus ¹/ ₂ of 1% and (3) the LIBOR rate for a one-month interest period plus 1.00% or (b) a LIBOR rate determined by reference to the costs of funds for deposits in the currency of such borrowing for the interest period relevant to such borrowing adjusted for certain additional costs and subject to a floor of (x) 2.50% with respect to the Term Loan C and the extended revolving credit facility commitments and (y) 1.75% with respect to the Term Loan D.

The applicable margin for borrowings under the non-extended revolving credit facility is 1.75% with respect to base rate borrowings and 2.75% with respect to LIBOR borrowings, provided that such margins will be reduced to 1.50% and 2.50%, respectively, if we have, or GPC has, received cash proceeds from the sale of equity interests pursuant to a public offering of common stock and if certain requirements with regard to the total net leverage ratio and corporate ratings of the Operating Company have been met. The applicable margin for borrowings under the extended revolving credit facility is 3.25% with respect to base rate borrowings and 4.25% with respect to LIBOR borrowings.

The applicable margins for borrowings under the term loan C and the term loan D are 3.25% with respect to base rate borrowings and 4.25% with respect to LIBOR borrowings.

In addition to paying interest on outstanding principal under the credit agreement, we are required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder at a rate equal to (x) 0.50% per annum with respect to non-extended revolving credit facility commitments and (y) 0.75% per annum with respect to extended revolving credit facility commitments. We also pay a fee on all outstanding letters of credit at a rate per annum equal to the applicable margin then in effect with respect to LIBOR loans under the revolving credit facility on the face amount of each such letter of credit, a customary fronting fee and other customary letter of credit fees.

Prepayments

The credit agreement requires us to prepay outstanding term loans, subject to certain exceptions, with:

• 50% (which percentage will be reduced to 0% for any fiscal year for which the Operating Company’s total net leverage ratio is less than 3.5x) of its excess cash flow;

• 100% (which percentage will be reduced to 75% if the Operating Company’s total net leverage ratio is less that 3.5x) of the net cash proceeds received by our company, the Operating Company, or any of our domestic wholly-owned subsidiaries from any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition of, any asset subject to certain thresholds and certain exceptions and reinvestment rights;

• 100% of the net cash proceeds received by our company or any of our subsidiaries from issuances of debt obligations of our company and our subsidiaries, subject to certain exceptions; and

• 50% of the net cash proceeds received by us from issuances of equity (which percentage will be reduced to 0% for so long as the Operating Company’s total net leverage ratio is less than 3.5x), subject to certain exceptions.

We may voluntarily repay outstanding loans under the credit agreement or voluntarily reduce unutilized portions of the revolving credit facility at any time, without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans.

Amortization and Availability

On a pro forma basis for the Transactions, the term loan facility is payable in quarterly installments and requires payments of $7.5 million in the remainder of 2010, $19.6 million in 2011, $19.6 million in 2012,

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$19.6 million in 2013, $1,010.5 million in 2014 and $874.3 million thereafter (disregarding any further mandatory or voluntary prepayments that may reduce such scheduled amortization payments).

On May 28, 2009, certain of the Revolver lenders agreed to extend their commitments, with respect to $112.8 million of the total commitment (“Extending Revolver”), conditioned on the refinancing in full of the senior notes due 2012. As a result of such refinancing in November 2009, $135.2 million of commitments under the Revolver will expire on October 7, 2010, and the remainder of the commitments will expire on October 1, 2013. In conjunction with the extension of these revolving commitments, the Company also voluntarily reduced the amount of total revolving commitments available to it under the Credit Agreement from $250.0 million to $248.0 million. Subsequent to the IPO, the Company received a $12.0 million increase to its Extending Revolver.

Guarantee

The obligations of the Operating Company and CapCo I under the senior secured credit agreement are guaranteed by Holdings, the Operating Company and certain domestic subsidiaries of the Operating Company.

Certain Covenants and Events of Default

The credit agreement contains a number of significant covenants. We believe that these covenants are material terms of the credit agreement and that information about the covenants is material to an investor’s understanding of our financial condition and liquidity. Covenant Compliance EBITDA is used to determine our compliance with certain of these covenants. Any breach of covenants in the credit agreement (including those that are tied to financial ratios based on Covenant Compliance EBITDA) could result in a default under our credit agreement and the lenders could elect to declare all amounts borrowed to be immediately due and payable. Any such acceleration would also result in a default under the existing indentures.

The covenants under the credit agreement, among other things, restrict, subject to certain exceptions, the ability of our company and our subsidiaries to:

• incur, create, assume or permit to exist any additional indebtedness;

• incur, create, assume or permit to exist any lien on any property or assets (including stock or other securities of any person, including any of our subsidiaries);

• enter into sale and lease-back transactions;

• make investments, loans, or advances;

• engage in mergers or consolidations;

• make certain acquisitions;

• pay dividends and distributions or repurchase our capital stock;

• engage in certain transactions with affiliates;

• change the business conducted by our company and our subsidiaries;

• amend or modify certain material agreements governing our indebtedness (including the existing senior notes and senior subordinated notes); or

• make capital expenditures in excess of certain amounts.

The credit agreement further requires that the Operating Company maintain a senior secured debt to Covenant Compliance EBITDA ratio that does not exceed (a) 5.5x on the last day of any fiscal quarter ending on or before December 31, 2011; (b) 5.25x on the last day of the fiscal year beginning on January 1, 2012; and (c) 5.00x on the last day of any fiscal year beginning on or after January 1, 2013.

The credit agreement also contains certain customary affirmative covenants and events of default (including an event of default pursuant to a “change of control”). As of June 30, 2010, we were in compliance in all material respects with all covenants and provisions in the credit agreement.

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Indentures

General

As of June 30, 2010, we had outstanding $375.0 million aggregate principal amount of 9.875% senior subordinated notes due 2014 and $250.3 million principal amount of 8.25% senior unsecured notes due 2017 ($253.4 million aggregate principal amount less a $3.1 unamortized discount included as interest expense). Each series was co-issued by the Operating Company and CapCo I, and are unconditionally guaranteed, jointly and severally, by Holdings and certain domestic subsidiaries of the Operating Company. The 2017 Senior Notes mature on January 1, 2017, and the senior subordinated notes mature on October 7, 2014. Interest on the senior notes is payable semi-annually on January 1 and July 1 of each year at 8.25% per annum and interest on the senior subordinated notes is payable semi-annually at 9.875% per annum.

On September 23, 2010, we issued $250.0 million aggregate principal amount of 8.25% senior unsecured notes due 2018. Each series was co-issued by the Operating Company and CapCo I, and are unconditionally guaranteed, jointly and severally by Holdings and certain domestic subsidiaries of the Operating Company. The 2018 Senior Notes mature on October 1, 2018. Interest on the senior notes is payable semi-annually on April 1 and October 1 of each year at 8.25% per annum.

The Senior Notes

The senior notes:

• are general unsecured obligations of the Operating Company and CapCo I;

• are pari passu in right of payment with all existing and future senior debt of the Operating Company and CapCo I;

• are effectively subordinated to all secured debt of the Operating Company, CapCo I and the guarantors and structurally subordinated to the debt of any non-guarantor subsidiaries of the Operating Company; and

• are senior in right of payment to any subordinated indebtedness of the Operating Company and CapCo I.

The Senior Subordinated Notes

The senior subordinated notes:

• are general unsecured obligations of the Operating Company and CapCo I;

• are subordinated in right of payment to all existing and future senior debt of the Operating Company and CapCo I;

• are pari passu in right of payment with any senior subordinated indebtedness of the Operating Company and CapCo I; and

• are effectively subordinated to all secured debt of the Operating Company, the guarantors and CapCo I and structurally subordinated to the debt of any non-guarantor subsidiaries of the Operating Company.

Covenants

The indentures contain a number of significant covenants that, among other things, restrict our ability to dispose of assets, repay other indebtedness, incur additional indebtedness, pay dividends, prepay subordinated indebtedness, incur liens, make capital expenditures, investments or acquisitions, engage in mergers or consolidations, engage in certain types of transactions with affiliates and otherwise restrict our activities.

Optional Redemption

We may redeem the senior notes and the senior subordinated notes, in whole or in part, at any time, subject to prepayment provisions.

Change of Control Offer

Upon the occurrence of a change of control, the holders of the notes can require us to repurchase some or all of their notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.

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THE EXCHANGE OFFERS

Purpose and Effect of the Exchange Offers

The Operating Company, CapCo I and the guarantors of the outstanding unregistered notes entered into registration rights agreements with the initial purchasers of the outstanding unregistered notes in which they agreed, under certain circumstances, to use their reasonable best efforts to file a registration statement relating to offers to exchange the outstanding unregistered notes for exchange notes and thereafter consummate the offers no later than 365 days following the closing date of the issuance of the applicable series of the outstanding unregistered notes. The exchange notes will have terms identical in all material respects to the outstanding unregistered notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreements. The outstanding unregistered 2017 Senior Notes were issued on November 24, 2009 and the outstanding unregistered 2018 Senior Notes were issued on September 23, 2010.

Under the circumstances set forth below, the Operating Company, CapCo I and the guarantors will use their reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the outstanding unregistered notes within the time periods specified in the registration rights agreements and keep the shelf registration statement effective for up to two years after the effective date of the shelf registration statement. These circumstances include:

• if any changes in law, SEC rules or regulations or applicable interpretations thereof by the SEC do not permit us to effect the exchange offers as contemplated by the registration rights agreements;

• if the exchange offers are not consummated within 365 days after the date of issuance of the applicable series of outstanding unregistered notes;

• if any initial purchaser so requests with respect to the outstanding unregistered notes held by it and not eligible to be exchanged for the exchange notes within 30 days after the consummation of the exchange offers; or

• if any holder that participates in the exchange offers does not receive freely transferable exchange notes in exchange for tendered outstanding unregistered notes.

Under the registration rights agreements, if the Operating Company and CapCo I fail to complete the exchange offers (other than in the event we file a shelf registration statement) or the shelf registration statement, if required thereby, is not declared effective, in either case on or prior to 365 days after the date of issuance of the outstanding unregistered notes (the “target registration date”), the interest rate on the outstanding unregistered notes will be increased by (x) 0.25% per annum for the first 90-day period immediately following the target registration date and (y) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case, until the exchange offers are completed or the shelf registration statement, if required, is declared effective by the SEC or the outstanding unregistered notes cease to constitute transfer restricted notes, up to a maximum of 1.00% per annum of additional interest. Copies of the registration rights agreements have been filed as exhibits to the registration statement of which this prospectus is a part.

If you wish to exchange your outstanding unregistered notes for exchange notes in the exchange offers, you will be required to make the following written representations:

• you are not an affiliate of the Operating Company or CapCo I or an affiliate of any guarantor within the meaning of Rule 405 of the Securities Act;

• you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;

• you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

• you are acquiring the exchange notes in the ordinary course of your business.

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Each broker-dealer that receives exchange notes for its own account in exchange for outstanding unregistered notes, where the broker-dealer acquired the outstanding unregistered notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please see “Plan of Distribution.”

Resale of Exchange Notes

Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offers without complying with the registration and prospectus delivery provisions of the Securities Act, if:

• you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act;

• you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

• you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

• you are acquiring the exchange notes in the ordinary course of your business.

If you are an affiliate of the Operating Company or CapCo I or an affiliate of any guarantor, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business:

• you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and

• in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

This prospectus may be used for an offer to resell, resale or other transfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding unregistered notes as a result of market-making activities or other trading activities may participate in the exchange offers. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding unregistered notes, where such outstanding unregistered notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the Exchange Offers

On the terms and subject to the conditions set forth in this prospectus and in the accompanying letters of transmittal, the Operating Company and CapCo I will accept for exchange in the exchange offers any outstanding unregistered notes that are validly tendered and not validly withdrawn prior to the expiration date. Outstanding unregistered notes may only be tendered in multiples of $2,000 and in integral multiples of $1,000 in excess thereof. The Operating Company and CapCo I will issue $2,000 and integral multiples of $1,000, in excess thereof, principal amount of exchange notes in exchange for each $2,000 and integral multiples of $1,000, in excess thereof, principal amount of outstanding unregistered notes surrendered in the exchange offers.

The form and terms of the exchange notes will be identical in all material respects to the form and terms of the outstanding unregistered notes except the exchange notes will be registered under the Securities Act, will not

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bear legends restricting their transfer and will not provide for any additional interest upon our failure to fulfill our obligations under the registration rights agreements to complete the exchange offers, or file, and cause to be effective, a shelf registration statement, if required thereby, within the specified time period. The exchange notes will evidence the same debt as the outstanding unregistered notes. The exchange notes will be issued under and entitled to the benefits of the indentures that authorized the issuance of the outstanding unregistered notes. For a description of the indentures, see “Description of 2017 Senior Notes” and “Description of 2018 Senior Notes.”

The exchange offers are not conditioned upon any minimum aggregate principal amount of outstanding unregistered notes being tendered for exchange.

As of the date of this prospectus, $253.4 million aggregate principal amount of the 8¹/ ₄% Senior Notes due 2017 that were issued in a private offering on November 24, 2009 and $250.0 million aggregate principal amount of the 8 ¹/4% Senior Notes due 2018 that were issued in a private offering on September 23, 2010 are outstanding and unregistered. This prospectus and the letter of transmittal are being sent to all registered holders of outstanding unregistered notes. There will be no fixed record date for determining registered holders of outstanding unregistered notes entitled to participate in the exchange offers. The Operating Company and CapCo I intend to conduct the exchange offers in accordance with the provisions of the registration rights agreements, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Outstanding unregistered notes that are not tendered for exchange in the exchange offers will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indentures relating to such holders’ applicable series of outstanding unregistered notes and the registration rights agreements except that we will not have any further obligation to you to provide for the registration of the outstanding unregistered notes under the registration rights agreements.

The Operating Company and CapCo I will be deemed to have accepted for exchange properly tendered outstanding unregistered notes when they have given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the registration rights agreements, the Operating Company and CapCo I expressly reserve the right to amend or terminate the exchange offers and to refuse to accept the occurrence of any of the conditions specified below under “—Conditions to the Exchange Offers.”

If you tender your outstanding unregistered notes in the exchange offers, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding unregistered notes. We will pay all charges and expenses, other than certain applicable taxes described below in connection with the exchange offers. It is important that you read “—Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offers.

Expiration Date; Extensions; Amendments

As used in this prospectus, the term “expiration date” means 12:00 a.m midnight, New York City time, on                                 , 2010. However, if we, in our sole discretion, extend the period of time for which an exchange offer is open, the term “expiration date” will mean the latest time and date to which we shall have extended the expiration of such exchange offer.

To extend the period of time during which an exchange offers is open, we will notify the exchange agent of any extension by written notice, followed by notification by press release or other public announcement to the registered holders of the outstanding unregistered notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

The Operating Company and CapCo I reserve the right, in their sole discretion:

• to delay accepting for exchange any outstanding unregistered notes (only in the case that we amend or extend the exchange offer);

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• to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under “—Conditions to the Exchange Offers” have not been satisfied, by giving written notice of such delay, extension or termination to the exchange agent; and

• subject to the terms of the registration rights agreements, to amend the terms of the exchange offers in any manner. In the event of a material change in the exchange offers, including the waiver of a material condition, we will extend the offer period, if necessary, so that at least five business days remain in such offer period following notice of the material change.

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice to the registered holders of the outstanding unregistered notes. If the Operating Company and CapCo I amend an exchange offer in a manner that we determine to constitute a material change, they will promptly disclose the amendment in a manner reasonably calculated to inform the holders of applicable outstanding unregistered notes of that amendment.

The Operating Company and CapCo I do not currently intend to extend the expiration date of the exchange offers.

Conditions to the Exchange Offers

Despite any other term of the exchange offers, the Operating Company and CapCo I will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding unregistered notes and they may terminate or amend the exchange offer as provided in this prospectus prior to the expiration date if in their reasonable judgment:

• the exchange offer or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or

• any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

In addition, the Operating Company and CapCo I will not be obligated to accept for exchange the outstanding unregistered notes of any holder that has not made to us:

• the representations described under “—Purpose and Effect of the Exchange Offers,” “—Procedures for Tendering Outstanding Unregistered Notes” and “Plan of Distribution;” or

• any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

The Operating Company and CapCo I expressly reserve the right at any time or at various times to extend the period of time during which the exchange offer is open. Consequently, the Operating Company and CapCo I may delay acceptance of any outstanding unregistered notes by giving written notice of such extension to their holders. The Operating Company and CapCo I will return any outstanding unregistered notes that they do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

The Operating Company and CapCo I expressly reserve the right to amend or terminate the exchange offers and to reject for exchange any outstanding unregistered notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offers specified above. The Operating Company and CapCo I will give written notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding unregistered notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

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These conditions are for our sole benefit and the Operating Company and CapCo I may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the expiration date in our sole discretion. If the Operating Company and CapCo I fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that they may assert at any time or at various times prior to the expiration date.

In addition, the Operating Company and CapCo I will not accept for exchange any outstanding unregistered notes tendered, and will not issue exchange notes in exchange for any such outstanding unregistered notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indentures under the Trust Indenture Act of 1939 (the “TIA”).

Procedures for Tendering Outstanding Unregistered Notes

To tender your outstanding unregistered notes in the exchange offers, you must comply with either of the following:

• complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under “—Exchange Agent—Note” prior to the expiration date; or

• comply with DTC’s Automated Tender Offer Program procedures described below.

In addition, either:

• the exchange agent must receive certificates for outstanding unregistered notes along with the letter of transmittal prior to the expiration date;

• the exchange agent must receive a timely confirmation of book-entry transfer of outstanding unregistered notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message prior to the expiration date; or

• you must comply with the guaranteed delivery procedures described below.

Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

The method of delivery of outstanding unregistered notes, letters of transmittal, and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send letters of transmittal or certificates representing outstanding unregistered notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

If you are a beneficial owner whose outstanding unregistered notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and you wish to tender your outstanding unregistered notes, you should promptly contact the registered holder and instruct the registered holder to tender on your behalf. If you wish to tender the outstanding unregistered notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your outstanding unregistered notes, either:

• make appropriate arrangements to register ownership of the outstanding unregistered notes in your name; or

• obtain a properly completed bond power from the registered holder of outstanding unregistered notes.

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The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding unregistered notes surrendered for exchange are tendered:

• by a registered holder of the outstanding unregistered notes who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding unregistered notes listed on the outstanding unregistered notes, such outstanding unregistered notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the outstanding unregistered notes and an eligible guarantor institution must guarantee the signature on the bond power.

If the letter of transmittal or any certificates representing outstanding unregistered notes, or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the outstanding unregistered notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

• DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding unregistered notes that are the subject of the book-entry confirmation;

• the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and

• we may enforce that agreement against such participant.

DTC is referred to herein as a “book-entry transfer facility.”

Acceptance of Exchange Notes

In all cases, the Operating Company and CapCo I will promptly issue exchange notes for outstanding unregistered notes that they have accepted for exchange under the exchange offers only after the exchange agent timely receives:

• outstanding unregistered notes or a timely book-entry confirmation of such outstanding unregistered notes into the exchange agent’s account at the book-entry transfer facility; and

• a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

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By tendering outstanding unregistered notes pursuant to the exchange offers, you will represent to us that, among other things:

• you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act;

• you do not have an arrangement or understanding with any person or entity to participate in a distribution of the exchange notes; and

• you are acquiring the exchange notes in the ordinary course of your business.

In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for outstanding unregistered notes must represent that such outstanding unregistered notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

The Operating Company and CapCo I will interpret the terms and conditions of the exchange offers, including the letters of transmittal and the instructions to the letters of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt, and acceptance of outstanding unregistered notes tendered for exchange. Our determinations in this regard will be final and binding on all parties. The Operating Company and CapCo I reserve the absolute right to reject any and all tenders of any particular outstanding unregistered notes not properly tendered or to not accept any particular outstanding unregistered notes if the acceptance might, in their or their counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular outstanding unregistered notes prior to the expiration date.

Unless waived, any defects or irregularities in connection with tenders of outstanding unregistered notes for exchange must be cured within such reasonable period of time as we determine. Neither the Operating Company, CapCo I, the exchange agent, nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding unregistered notes for exchange, nor will any of them incur any liability for any failure to give notification. Any outstanding unregistered notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date.

Book-Entry Delivery Procedures

Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding unregistered notes at DTC, as the book-entry transfer facility, for purposes of the exchange offers. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the outstanding unregistered notes by causing the book-entry transfer facility to transfer those outstanding unregistered notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of outstanding unregistered notes requires receipt of a confirmation of a book-entry transfer, a “book-entry confirmation,” prior to the expiration date. In addition, although delivery of outstanding unregistered notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an “agent’s message,” as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the letter of transmittal prior to the expiration date to receive exchange notes for tendered outstanding unregistered notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

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Holders of outstanding unregistered notes who are unable to deliver confirmation of the book-entry tender of their outstanding unregistered notes into the exchange agent’s account at the book-entry transfer facility or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding unregistered notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

If you wish to tender your outstanding unregistered notes but they are not immediately available or you cannot deliver them, the letter of transmittal or any other required documents to the exchange agent or comply with the procedures under DTC’s Automatic Tender Offer Program in the case of outstanding unregistered notes, prior to the expiration date, you may still tender if:

• the tender is made through an eligible guarantor institution;

• prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such outstanding unregistered notes and the principal amount of outstanding unregistered notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding unregistered notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and

• the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding unregistered notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding unregistered notes into the exchange agent’s account at DTC all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

Upon request, the exchange agent will send you a notice of guaranteed delivery if you wish to tender your outstanding unregistered notes according to the guaranteed delivery procedures.

Withdrawal Rights

Except as otherwise provided in this prospectus, you may withdraw your tender of outstanding unregistered notes at any time prior to 12:00 a.m. midnight, New York City time, on the expiration date.

For a withdrawal to be effective:

• the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under “—Exchange Agent;” or

• you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

Any notice of withdrawal must:

• specify the name of the person who tendered the outstanding unregistered notes to be withdrawn;

• identify the outstanding unregistered notes to be withdrawn, including the certificate numbers and principal amount of the outstanding unregistered notes; and

• where certificates for outstanding unregistered notes have been transmitted, specify the name in which such outstanding unregistered notes were registered, if different from that of the withdrawing holder.

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If certificates for outstanding unregistered notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

• the serial numbers of the particular certificates to be withdrawn; and

• a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible guarantor institution.

If outstanding unregistered notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding unregistered notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form, and eligibility, including time of receipt of notices of withdrawal and our determination will be final and binding on all parties. Any outstanding unregistered notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offers. Any outstanding unregistered notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding unregistered notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the exchange offers. Properly withdrawn outstanding unregistered notes may be retendered by following the procedures described under “—Procedures for Tendering Outstanding Unregistered Notes” above at any time on or prior to the expiration date.

Exchange Agent

The Bank of New York Mellon has been appointed as the exchange agent for the exchange offers. The Bank of New York Mellon also acts as trustee under the indentures governing the senior notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests for additional copies of this prospectus or of the letters of transmittal, and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

By Registered or Certified Mail: The Bank of New York Mellon Corporate Trust Operations Reorganization Unit 101 Barclay Street—Floor 7E New York, New York 10286 Attention: Carolle Montreuil	By Regular Mail: The Bank of New York Mellon Corporate Trust Operations Reorganization Unit 101 Barclay Street—Floor 7E New York, New York 10286 Attention: Carolle Montreuil	By Overnight Courier or Hand Delivery:
		The Bank of New York Mellon Corporate Trust Operations Reorganization Unit 101 Barclay Street—Floor 7E New York, New York 10286 Attention: Carolle Montreuil
	By Facsimile Transmission: (eligible institutions only): (212) 298-1915
	Telephone Inquiries: (212) 815-5920

Note: Delivery of this instrument to an address other than as set forth above, or transmission of instructions other than as set forth above, will not constitute a valid delivery.

If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile other than the one set forth above, that delivery or those instructions will not be effective.

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Fees and Expenses

The registration rights agreements provide that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offers. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of outstanding unregistered notes and for handling or tendering for such clients.

We have not retained any dealer-manager in connection with the exchange offers and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of outstanding unregistered notes pursuant to the exchange offers.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the outstanding unregistered notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchanges, as the terms of the exchange notes are substantially identical to the terms of the outstanding unregistered notes. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offers. We will capitalize the expenses relating to the exchange offers.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchanges of outstanding unregistered notes under the exchange offers. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

• certificates representing outstanding unregistered notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding unregistered notes tendered;

• tendered outstanding unregistered notes are registered in the name of any person other than the person signing the letter of transmittal; or

• a transfer tax is imposed for any reason other than the exchange of outstanding unregistered notes under the exchange offers.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their outstanding unregistered notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding unregistered notes not tendered or not accepted in the exchange offers be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

If you do not exchange your outstanding unregistered notes for exchange notes under the exchange offers, your outstanding unregistered notes will remain subject to the restrictions on transfer of such outstanding unregistered notes:

• as set forth in the legend printed on the outstanding unregistered notes as a consequence of the issuance of the outstanding unregistered notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

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• as otherwise set forth in the offering memorandum distributed in connection with the private offering of the outstanding unregistered notes.

In general, you may not offer or sell your outstanding unregistered notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreements, we do not intend to register resales of the outstanding unregistered notes under the Securities Act.

Other

Participating in the exchange offers is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered outstanding unregistered notes in the open market, in privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding unregistered notes that are not tendered in the exchange offers or to file a registration statement to permit resales of any untendered outstanding unregistered notes.

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DESCRIPTION OF 2017 SENIOR NOTES

In this description, references to the “Company” refer only to Graham Packaging Company, L.P., and not to any of its subsidiaries, references to the “Issuers” refer only to Graham Packaging Company, L.P. and GPC Capital Corp. I, and not to any of their respective subsidiaries or their parent company, and references to the “Parent Guarantor” refer to Graham Packaging Holdings Company and not to any of its subsidiaries.

On November 24, 2009, the Issuers issued $253.4 million in aggregate principal amount of 8 ¹/4% senior notes due 2017 (the “2017 Senior Notes”), and entered into a registration rights agreement with the Guarantors and the initial purchasers of the 2017 Senior Notes. The outstanding unregistered notes were, and the exchange notes will be, issued under an indenture, dated as of November 24, 2009, among the Issuers, the subsidiary guarantors (the “Subsidiary Guarantors”) and the Parent Guarantor, and The Bank of New York Mellon, as Trustee (the “Trustee”). In this description, the term “Notes” refers to the outstanding unregistered 2017 Senior Notes and the corresponding exchange notes, the term “Indenture” refers to the indenture dated as of November 24, 2009, among the Issuers, the Guarantors and the Trustee, and the term “Registration Rights Agreement” refers to the registration rights agreement, dated as of November 24, 2009, among the Issuers, the Guarantors and the initial purchasers of the 2017 Senior Notes. Copies of the Indenture and the Registration Rights Agreement may be obtained from the Issuer upon request.

The following is a summary of certain provisions of the Indenture, the Notes and the Registration Rights Agreement and does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the indenture, including the definitions of certain terms therein and those terms made a part thereof by the Trust Indenture Act of 1939 (the “TIA”). Capitalized terms used in this “Description of 2017 Senior Notes” section and not otherwise defined have the meanings set forth in the section “—Certain Definitions.”

The Issuers may issue additional Notes having identical terms and conditions to the Notes (the “Additional Notes”) from time to time. Any offering of Additional Notes is subject to the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” Except as set forth under “Legal Defeasance and Covenant Defeasance—Amendment, Supplement and Waiver,” the Notes and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Principal of, premium, if any, and interest on the Notes are payable, and the Notes may be exchanged or transferred, at the office or agency of the Issuer in the Borough of Manhattan, The City of New York (which initially shall be the principal corporate trust office of the Trustee, at 101 Barclay Street, New York, New York 10286).

The Notes were issued only in fully registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. No service charge will be made for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith.

Brief Description of the Notes

The Notes:

• are general unsecured obligations of the Issuers;

• are guaranteed by the Parent Guarantor and by certain subsidiaries of the Company as described below;

• are pari passu in right of payment with all existing and future senior Indebtedness of the Issuers;

• are effectively subordinated to all secured debt of the Issuers and the Guarantors and structurally subordinated to the debt of any non-guarantor subsidiaries of the Company; and

• are senior in right of payment to any subordinated Indebtedness of the Issuers.

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As of June 30, 2010, on a pro forma basis after giving effect to the Transactions, the 2017 Senior Notes and related guarantees would have ranked: (i) equally in right of payment with $2,193.4 million aggregate principal amount of senior indebtedness (which is net of $25.2 million remaining unamortized discounts to be included as interest expense as the senior indebtedness matures and of which $1,943.1 million would have been secured); (ii) effectively junior in right of payment to $1,943.1 million aggregate principal amount of senior secured indebtedness (which is net of $22.1 million remaining unamortized discounts to be included as interest expense as the senior secured indebtedness matures and includes $13.8 million of secured capital leases and $0.2 million of other secured debt); and (iii) structurally subordinated to $15.6 million aggregate principal amount of indebtedness of our non-guarantor subsidiaries. In addition, the Company would have had $249.8 million of availability under its senior secured revolving credit facility, all of which would be secured if borrowed and effectively senior to the notes and guarantees.

Principal, Maturity and Interest

The Issuers issued $253.4 million aggregate principal amount of Notes. The Indenture governing the Notes provides for the issuance of Additional Notes, subject to compliance with the covenants contained in the Indenture. Any Additional Notes will be part of the same issue as the Notes and will vote on all matters with the Notes. The Notes mature on January 1, 2017.

Interest on the Notes accrues at the rate of 8¹/ ₄% per annum. Interest is payable semi-annually in arrears on January 1 and July 1, commencing on July 1, 2010. The Issuers make each interest payment to the holders of record of the Notes on the immediately preceding December 15 and June 15.

Interest on the Notes accrues from November 24, 2009 or, if interest has already been paid, from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a holder has given wire transfer instructions to the Company, the Issuers will pay all principal, interest and premium and Additional Interest (as defined under “—Registration Rights”), if any, on that holder’s Notes in accordance with those instructions. All other payments on the Notes are made at the office or agency of the paying agent and registrar within the City and State of New York unless the Issuers elect to make interest payments by check mailed to the holders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

The initial paying agent and registrar is the Trustee. The Company may change the paying agent or registrar without prior notice to the holders, and the Company or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

The Issuers’ Structure

The Company is a wholly-owned operating subsidiary of Holdings, which we sometimes refer to in this section as the “Parent Guarantor,” and CapCo I is a subsidiary corporation of the Company with no material operations of its own and only limited assets. The Parent Guarantor is not subject to any of the restrictive covenants described in this prospectus or in the Indenture governing the Notes.

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Guarantees

General

The obligations of the Issuers pursuant to the Notes, including any repurchase obligation resulting from a Change of Control, are unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Parent Guarantor and each Wholly Owned Restricted Subsidiary (other than a Foreign Subsidiary) of the Company that guarantees the Company’s obligations under the Senior Secured Credit Agreement (“Senior Obligation Guarantor”). Notwithstanding the foregoing, if at any time any non-Wholly Owned Restricted Subsidiary (other than a Foreign Subsidiary) that is a Senior Obligation Guarantor, but is not, pursuant to the immediately preceding sentence, required to be a Guarantor (a “Non-Wholly Owned Senior Obligation Guarantor”) constitutes, either alone or together with all other Non-Wholly Owned Senior Obligation Guarantors at such time (considered for this purpose as a single subsidiary and determined on a combined or consolidated basis, as applicable), a Significant Subsidiary of the Company, then the Company shall within 20 days cause one or more Non-Wholly Owned Senior Obligation Guarantors to become Guarantors in accordance with the provisions of this section such that, after giving effect to all such additional Guarantors, no Non-Wholly Owned Senior Obligation Guarantor that is not a Guarantor, either alone or together with all other Non-Wholly Owned Senior Obligation Guarantors that are not Guarantors at such time (considered for this purpose as a single subsidiary and determined as provided above), shall constitute a Significant Subsidiary of the Company.

Each Guarantee is limited to the maximum amount (after giving effect to all guarantees by it of senior indebtedness) that would not render the Guarantors’ obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. By virtue of this limitation, a Guarantor’s obligation under its Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Guarantee. See “Risk Factors—Risks Related to the Exchange Notes—Federal and state fraudulent transfer laws may permit a court to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received and, if that occurs, you may not receive any payments on the notes.”

Upon the guarantee by any Restricted Subsidiary of the obligations of the Company under the Senior Secured Credit Agreement that is, pursuant to the first paragraph of this section, required thereby to provide a Guarantee, the Company will cause each such Restricted Subsidiary (other than a Securitization Subsidiary) to execute a Supplemental Indenture, satisfactory in form and substance to the Trustee, pursuant to which such Restricted Subsidiary will become a Guarantor.

Release

A Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Notes if:

(a) in the case of Guarantor that is a Restricted Subsidiary, (i) all its assets or Capital Stock is sold or transferred, in each case in a transaction in compliance with the covenant described under “—Repurchase at the Option of Holders—Asset Sales,” (ii) the Guarantor merges with or into, or consolidates with or amalgamates with, or transfers all or substantially all its assets to, another Person in compliance with the covenant described under “—Certain Covenants—Merger, Consolidation or Sale of Assets,” or (iii) such Guarantor is designated an Unrestricted Subsidiary in accordance with the terms of the Indenture;

(b) such Guarantor has delivered to the Trustee a certificate of a Responsible Officer and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transaction have been complied with; and

(c) such Guarantor is released from its guarantee (if any) of the Senior Secured Credit Agreement.

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Optional Redemption

At any time on or prior to January 1, 2013, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes at a redemption price of 108.250% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, in each case, with the net cash proceeds of one or more Equity Offerings; provided, that:

(1) at least 60% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and

(2) the redemption occurs within 120 days of the date of the closing of such Equity Offering.

The Notes may be redeemed, in whole or in part, at any time prior to January 1, 2014, at the option of the Issuers upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

On or after January 1, 2014, the Issuers may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes to be redeemed, if any, to the applicable redemption date, if redeemed during the twelve month period beginning on January 1 of the years indicated below:

Year	Percentage
2014	104.125	%
2015	102.063	%
2016 and thereafter	100.000	%

The Issuers may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture.

Any notice of any redemption may be given prior to the redemption thereof. Notice of any redemption upon any Equity Offering or in connection with a transaction (or series of related transactions) that constitutes a Change of Control may be given prior to the redemption thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or Change of Control, as the case may be.

Mandatory Redemption

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of the Notes will have the right to require the Issuers to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Issuers will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on such Notes repurchased, to

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the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuers will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such conflict.

On the Change of Control Payment Date, the Issuers will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers.

The paying agent will promptly mail to each holder of the Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture contains no provisions that permit the holders of the Notes to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of the Notes to require the Issuers to repurchase the Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and

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(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents.

The amount of (i) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed or satisfied by the transferee of any such assets and for which the Company and all Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the receipt thereof and (iii) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of (x) $100.0 million and (y) 3.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received without giving effect to subsequent changes in value) shall be deemed to be cash for purposes of clause (2) above and for no other purpose.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply those Net Proceeds at its option to:

(1) permanently reduce Obligations under (x) the Senior Secured Credit Agreement or other Obligations secured by a Lien, or (y) Indebtedness that ranks pari passu with the Notes or a Guarantee (provided, that if the Company or a Guarantor shall so reduce Obligations under such Indebtedness, the Issuers will equally and ratably reduce Obligations under the Notes by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders of the Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, the pro rata principal amount of the Notes) or Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Company or an Affiliate of the Company (provided, that in the case of any reduction of any revolving obligations, the Company or such Restricted Subsidiary shall effect a corresponding reduction of commitments with respect thereto);

(2) make an investment in (A) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other assets, in each of (A), (B) and (C), used or useful in a Permitted Business; and/or

(3) make an investment in or expenditures for (A) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and it results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each of (A), (B) and (C), replace the businesses, properties and assets that are the subject of such Asset Sale;

provided, that the 365-day period provided above to apply any portion of Net Proceeds in accordance with clause (2) or (3) above shall be extended by an additional 180 days if by not later than the 365th day after receipt of such Net Proceeds the Company or a Restricted Subsidiary, as applicable, has entered into a bona fide binding commitment with a Person other than an Affiliate of the Company to make an investment of the type referred to in either such clause in the amount of such Net Proceeds.

When the aggregate amount of Net Proceeds not applied or invested in accordance with the preceding paragraph (“Excess Proceeds”) exceeds $20.0 million, the Issuers will make an offer (an “Asset Sale Offer”) to all holders of the Notes to purchase on a pro rata basis the maximum principal amount of such Notes that may be

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purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash.

Pending the final application of any Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture.

If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of the Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis. Additionally, the Issuer may, at its option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Asset Sale provisions of the Indenture by virtue of such conflict.

Selection and Notice

If less than all the Notes under the Indenture are to be redeemed at any time, the Trustee will select such Notes for redemption as follows:

(1) if such Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Notes are listed; or

(2) if such Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method in accordance with the procedures of DTC.

No Notes of less than $1,000 can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the holder of Notes upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Certain Covenants

Set forth below are summaries of certain covenants contained in the Indenture. If on any date following the issue date (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the following covenants (collectively, the “Suspended Covenants”):

(1) “—Repurchase at the Option of Holders—Asset Sales;”

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(2) “—Restricted Payments;”

(3) “—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(4) “—Dividend and Other Payment Restrictions Affecting Subsidiaries;”

(5) “—Transactions with Affiliates;” and

(6) clause (4) of the first paragraph of “—Merger, Consolidation or Sale of Assets.”

In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under the Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (a) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (b) the Company or any of its Affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (b) above.

The period of time between the suspension date and the Reversion Date is referred to in this description as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under the Indenture with respect to Notes; provided that (1) with respect to Restricted Payments (as defined below) made after any such reinstatement, the amount of Restricted Payments made will be calculated as though the covenant described under the caption “—Restricted Payments” had been in effect prior to, but not during the Suspension Period, and (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (c) of the second paragraph of “—Incurrence of Indebtedness and Issuance of Preferred Stock.” Notwithstanding the foregoing, no Subsidiaries of the Company may be designated as Unrestricted Subsidiaries during the Suspension Period.

There can be no assurance that the Notes will ever achieve or maintain Investment Grade Ratings.

Restricted Payments

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(a) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation (other than (A) dividends or distributions by the Company payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary to the Company or any other Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

(b) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent corporation of the Company, including in connection with any merger or consolidation involving the Company;

(c) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, scheduled sinking fund payment or scheduled maturity,

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any Indebtedness subordinated or junior in right of payment to the Notes (other than (x) Indebtedness permitted under clauses (2), (6) and (7) of the definition of “Permitted Debt” or (y) the purchase, repurchase or other acquisition of Indebtedness subordinated or junior in right of payment to the Notes, as the case may be, purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition); or

(d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and

(2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock;” and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and the Restricted Subsidiaries after the date of the Indenture (excluding Restricted Payments permitted by clauses (1) but only to the extent such Restricted Payment would have otherwise been excluded, (2), (3), (4), (5), (6), (8), (9), (10), (11), (12), (13), (14) and (15) of the next succeeding paragraph), is less than the sum, without duplication, of

(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from January 1, 2005, to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors of the Company, of property and marketable securities received by the Company since October 7, 2004, from the issue or sale of (x) Equity Interests of the Company (including Retired Capital Stock (as defined below)) (other than (i) Excluded Contributions, (ii) Designated Preferred Stock, (iii) cash proceeds and marketable securities received from the sale of Equity Interests to members of management, directors or consultants of the Company or any direct or indirect parent corporation of the Company and the Subsidiaries to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph and (iv) Refunding Capital Stock (as defined below) and, to the extent actually contributed to the Company, Equity Interests of the Company’s direct or indirect parent entities) and (y) debt securities of the Company that have been converted into such Equity Interests of the Company (other than Refunding Capital Stock or Equity Interests or convertible debt securities of the Company sold to a Restricted Subsidiary or the Company, as the case may be, and other than Disqualified Stock or debt securities that have been converted into Disqualified Stock), plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of property and marketable securities contributed to the capital of the Company following October 7, 2004 (other than (i) Excluded Contributions, (ii) the Cash Contribution Amount, (iii) contributions by a Restricted Subsidiary and (iv) Refunding Capital Stock), plus

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(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of property and marketable securities received by means of

(A) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances which constitute Restricted Investments by the Company or its Restricted Subsidiaries or

(B) the sale (other than to the Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant to clause (5) or (13) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary, in each case not to exceed in the aggregate amount treated as a Restricted Investment, plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Board of Directors of the Company in good faith at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer of assets (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant to clause (5) or (13) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment).

The preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;

(2) (A)       the redemption, repurchase, retirement or other acquisition of any  Equity Interests of the

Company or any direct or indirect parent entity (“Retired Capital Stock”) or Indebtedness subordinated to the Notes, as the case may be, in exchange for or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary or the Company) of Equity Interests of the Company or contributions to the equity capital of the Company (in each case, other than Disqualified Stock) (“Refunding Capital Stock”) and

(B) the declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary or the Company) of Refunding Capital Stock;

(3) the redemption, repurchase or other acquisition or retirement of Indebtedness subordinated to the Notes or a Guarantee thereof made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the borrower thereof, which is incurred in compliance with the covenant “—Incurrence of Indebtedness and Issuance of Preferred Stock” so long as

(A) the principal amount of such new Indebtedness does not exceed the principal amount of the Indebtedness subordinated to the Notes or a Guarantee thereof being so redeemed, repurchased, acquired or retired for value plus the amount of any reasonable premium, defeasance costs and fees required to be paid under the terms of the instrument governing the Indebtedness subordinated to the Notes or a Guarantee thereof being so redeemed, repurchased, acquired or retired,

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(B) such new Indebtedness is subordinated to the Notes or any such applicable Guarantee at least to the same extent as such Indebtedness subordinated to such Notes and/or Guarantee so purchased, exchanged, redeemed, repurchased, acquired or retired for value,

(C) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness subordinated to such Notes or a Guarantee thereof being so redeemed, repurchased, acquired or retired and

(D) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness subordinated to such Notes or a Guarantee thereof being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of common Equity Interests of the Company or any of its direct or indirect parent entities held by any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or (to the extent such person renders services to the businesses of the Company and its Subsidiaries) the Company’s direct or indirect parent entities, pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or arrangement; provided, however, that the aggregate amount of all such Restricted Payments made under this clause (4) does not exceed in any calendar year $10.0 million (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); and provided, further, that such amount in any calendar year may be increased by an amount not to exceed

(A) the cash proceeds from the sale of Equity Interests of the Company and, to the extent contributed to the Company, Equity Interests of any of its direct or indirect parent entities, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or (to the extent such person renders services to the businesses of the Company and its Subsidiaries) the Company’s direct or indirect parent entities, that occurs after the date of the Indenture plus

(B) the amount of any cash bonuses otherwise payable by the Company or to its members of management, directors or consultants of the Company or any of its Subsidiaries or (to the extent such person renders services to the businesses of the Company and its Subsidiaries) the Company’s direct or indirect parent entities, that are foregone in return for the receipt of Equity Interests of the Company or any direct or indirect parent entity of the Company pursuant to a deferred compensation plan of such entity plus

(C) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries, or by any direct or indirect parent entity to the extent contributed to the Company, after the date of the Indenture (provided, that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (A), (B) and (C) above in any calendar year) less

(D) the amount of any Restricted Payments previously made pursuant to clauses (A), (B) and (C) of this clause (4);

(5) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (5) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or marketable securities, not to exceed $50.0 million at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(6) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(7) the payment of dividends on the Company’s common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock) following the first public offering of the Company’s common stock or the common stock of any of its direct or

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indirect parent entities after the date of the Indenture, of up to 6.0% per annum of the net proceeds received by or contributed to the Company in any public offering, other than public offerings with respect to the Company’s or its parent’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

(8) Investments that are made with Excluded Contributions;

(9) the declaration and payment of dividends to, or the making of loans to, any direct or indirect parent entity in amounts required for it to pay:

(A) (i) overhead, tax liabilities of such parent entity (including any distribution necessary to allow such parent entity to make a Tax Distribution in accordance with clause (B) below), legal, accounting and other professional fees and expenses, (ii) fees and expenses related to any equity offering, investment or acquisition permitted hereunder (whether or not successful) and (iii) other fees and expenses in connection with the maintenance of its existence and its ownership of the Company; and

(B) (i) with respect to each tax year (or portion thereof) that such parent entity qualifies as a Flow Through Entity, a distribution by such parent entity to the holders of the Equity Interests of such parent entity of an amount equal to the product of (x) the amount of aggregate net taxable income allocated by such parent entity to the direct or indirect holders of the Equity Interests of such parent entity for such period and (y) the Presumed Tax Rate for such period and (ii) with respect to any tax year (or portion thereof) that such parent entity does not qualify as a Flow Through Entity, the payment of dividends or other distributions to any direct or indirect holders of Equity Interests of such parent entity in amounts required for such holder to pay federal, state or local income taxes (as the case may be) imposed directly on such holder to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries; provided, however, that in each case the amount of such payments in respect of any tax year does not exceed the amount that the Company and its Restricted Subsidiaries would have been required to pay in respect of federal, state or local taxes (as the case may be) in respect of such year if such parent entity and its Subsidiaries paid such taxes directly as a stand alone taxpayer (or stand alone group);

(10) distributions or payments of Securitization Fees;

(11) cash dividends or other distributions on the Company’s or any Restricted Subsidiary’s Capital Stock used to, or the making of loans, the proceeds of which will be used to, fund the payment of fees and expenses incurred in connection with the initial offering of the Notes or owed to Affiliates, in each case to the extent permitted by the covenant described under “—Transactions with Affiliates;”

(12) declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary issued in accordance with the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” to the extent such dividends are included in the definition of Fixed Charges;

(13) other Restricted Payments in an aggregate amount not to exceed $50.0 million;

(14) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock issued after the date of the Indenture and the declaration and payment of dividends to any direct or indirect parent company of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock of any direct or indirect parent company of the Company issued after the date of the Indenture; provided, however, that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance on the first day of such period (and the payment of dividends or distributions) on a pro forma basis, the Company would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(15) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary of the Company by, Unrestricted Subsidiaries; and

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(16) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “—Repurchase at the Option of Holders—Change of Control” and “—Repurchase at the Option of Holders—Asset Sales;” provided, that all Notes duly tendered by holders of the Notes in connection with the related Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (5), (7), (13) and (15) above, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined in good faith by the Board of Directors of the Company.

The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of Unrestricted Subsidiary. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the second paragraph of the definition of Investments. Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time under this covenant or the definition of Permitted Investments and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants described in this prospectus or in the Indenture.

Incurrence of Indebtedness and Issuance of Preferred Stock

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur”), with respect to any Indebtedness (including Acquired Debt), and the Company will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary may issue Preferred Stock if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following (collectively, “Permitted Debt”):

(1) Indebtedness under Credit Facilities together with the incurrence of the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $2,200 million outstanding at any one time less the amount of all mandatory principal payments of term loans and permanent reductions in the revolving credit portion of the Credit Facilities actually made by the borrower thereunder with Net Proceeds from Asset Sales;

(2) Existing Indebtedness (other than Indebtedness described in clause (1));

(3) Indebtedness (including Capitalized Lease Obligations) incurred or issued by the Company or any Restricted Subsidiary to finance the purchase, lease or improvement of property (real or personal) or

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equipment that is used or useful in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (3), does not exceed 7.5% of Total Assets;

(4) Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims;

(5) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that such Indebtedness is not reflected on the balance sheet (other than by application of Accounting Standards Codification 460, “Guarantees” or as a result of an amendment to an obligation in existence on the issue date) of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (5));

(6) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any Restricted Subsidiary; provided, however, that

(A) any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that is owed and holds such Indebtedness ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such Indebtedness by the issuer thereof not permitted under this subclause (6)(A), and

(B) if the Company or any Guarantor is the obligor on such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of the Company with respect to the Notes or of such Guarantor with respect to its Guarantee;

(7) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or a Restricted Subsidiary; provided, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such Preferred Stock ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted under this clause (7);

(8) Hedging Obligations of the Company or any Restricted Subsidiary (excluding Hedging Obligations entered into for speculative purposes);

(9) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees provided by the Company or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice;

(10) Indebtedness of the Company or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to this clause (10), does not at any one time outstanding exceed $150.0 million (it being understood that any Indebtedness or Preferred

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Stock incurred pursuant to this clause (10) shall cease to be deemed incurred or outstanding for purposes of this clause (10) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness or Preferred Stock under the first paragraph of this covenant without reliance on this clause (10));

(11) any guarantee by the Company or a Guarantor of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture;

(12) the incurrence by the Company or any Restricted Subsidiary of Indebtedness or Preferred Stock that serves to refund or refinance any Indebtedness incurred as permitted under the first paragraph of this covenant and clause (2) above, this clause (12) and clause (13) below or any Indebtedness issued to so refund or refinance such Indebtedness including additional Indebtedness incurred to pay premiums, defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced,

(B) to the extent such Refinancing Indebtedness refinances Indebtedness subordinated to or pari passu with the Notes or a Guarantee thereof, such Refinancing Indebtedness is subordinated to or pari passu with the Notes or a Guarantee thereof at least to the same extent as the Indebtedness being refinanced or refunded,

(C) shall not include Indebtedness or Preferred Stock of a Subsidiary that is not a Guarantor that refinances Indebtedness or Preferred Stock of the Company or a Guarantor,

(D) shall not be in a principal amount in excess of the principal amount of, premium, if any, defeasance costs, accrued interest on, and related fees and expenses of, the Indebtedness being refunded or refinanced and

(E) shall not have a stated maturity date prior to the Stated Maturity of the Indebtedness being refunded or refinanced;

provided, further, that subclauses (A) and (B) of this clause (12) will not apply to any refunding or refinancing of any Indebtedness that is secured by a Lien.

(13) Indebtedness or Preferred Stock of Persons that are acquired by the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of the Indenture; provided, that such Indebtedness or Preferred Stock is not incurred in connection with or in contemplation of such acquisition or merger; and provided, further, that after giving effect to such acquisition or merger, either (A) the Company or such Restricted Subsidiary would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant or (B) the Fixed Charge Coverage Ratio would be equal to or greater than immediately prior to such acquisition;

(14) Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness, other than credit or purchase cards, is extinguished within five business days of its incurrence;

(15) Indebtedness of the Company or any Restricted Subsidiary of the Company supported by a letter of credit issued pursuant to a Credit Agreement in a principal amount not in excess of the stated amount of such letter of credit;

(16) Contribution Indebtedness;

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(17) Indebtedness consisting of the financing of insurance premiums;

(18) Indebtedness of Foreign Subsidiaries, provided, however, that the aggregate principal amount of Indebtedness incurred under this clause (18) which, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (18), does not exceed $75.0 million;

(19) Indebtedness incurred on behalf of or representing Guarantees of Indebtedness of joint ventures not in excess of $25.0 million at any time outstanding;

(20) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse to the Company or any Restricted Subsidiary of the Company other than a Securitization Subsidiary (except for Standard Securitization Undertakings); and

(21) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (1) through (20) above.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (21) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify and later reclassify such item of Indebtedness in any manner that complies with this covenant, and such item of Indebtedness will be treated as having been incurred pursuant to only one of such categories. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this covenant. Indebtedness under the Senior Secured Credit Agreement outstanding on the date on which Notes are first issued and authenticated under the Indenture will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

Liens

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures obligations under any Indebtedness on any asset or property of the Company or any Restricted Subsidiary that is a Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Indebtedness subordinated to the Notes or any such Guarantee, the Notes and any such applicable Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the applicable Guarantee or Guarantees are equally and ratably secured,

except that the foregoing shall not apply to:

(i) Liens securing the Notes and the related Guarantees; and

(ii) Permitted Liens.

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Dividend and Other Payment Restrictions Affecting Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions (x) in effect on the date of the Indenture, including, without limitation, pursuant to the Indenture, the Senior Subordinated Notes Indenture, Existing Indebtedness or the Senior Secured Credit Agreement and related documentation or (y) entered into thereafter so long as not materially more restrictive than those described in the preceding clause (x);

(2) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above in the first paragraph of this covenant on the property so acquired;

(3) applicable law or any applicable rule, regulation or order;

(4) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(5) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(6) secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under the captions “—Incurrence of Indebtedness and Issuance of Preferred Stock” and “—Liens” that limits the right of the debtor to dispose of the assets securing such Indebtedness;

(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(8) other Indebtedness of Restricted Subsidiaries (i) that are Guarantors which Indebtedness is permitted to be incurred pursuant to an agreement entered into subsequent to the date of the Indenture in accordance with the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” or (ii) that are Foreign Subsidiaries which Indebtedness is incurred subsequent to the date of the Indenture pursuant to covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(10) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business;

(11) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;

(12) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;

(13) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph above imposed by any amendments, modifications, restatements, renewals, increases, supplements,

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refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1), (2), (4) and (8) above; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(14) any encumbrance or restriction that is in the good faith judgment of the Company necessary or advisable to effect the transactions contemplated under a Qualified Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary; or

(15) any encumbrances and restrictions that are no more restrictive, in the aggregate, than those in effect of the date of the Indenture.

Merger, Consolidation or Sale of Assets

Consolidation, Merger or Sale of Assets of the Company

The Company may not, directly or indirectly: (1) consolidate or merge with or into or wind up into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person; unless:

(1) either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a partnership, limited liability company or corporation organized or existing under the laws of the jurisdiction of organization of the Company or the United States, any state of the United States, the District of Columbia or any territory thereof (the Company or such Person, as the case may be, hereinafter referred to as the “Successor Company”);

(2) the Successor Company (if other than the Company) expressly assumes all the obligations of the Company under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee;

(3) immediately after such transaction no Default or Event of Default exists;

(4) after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Successor Company (if other than the Company), would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under “—Incurrence of Indebtedness and Issuance of Preferred Stock” determined on a pro forma basis (including pro forma application of the net proceeds therefrom), as if such transaction had occurred at the beginning of such four-quarter period, or (B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case clause (2) shall apply, shall have confirmed in writing that its Guarantee shall apply to such Person’s obligations under the Notes, the Indenture and the Registration Rights Agreement; and

(6) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such amendment or supplement (if any) comply with the Indenture.

The Successor Company will succeed to, and be substituted for, the Company under the Indenture and the Notes. Notwithstanding the foregoing clauses (3) and (4), (a) any Restricted Subsidiary may consolidate with,

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merge into or transfer all or part of its properties and assets to the Company or to another Restricted Subsidiary and (b) the Company may merge with an Affiliate incorporated solely for the purpose of incorporating or reincorporating the Company in a (or another) state of the United States, so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Consolidation, Merger or Sale of Assets by a Subsidiary Guarantor

Subject to the provisions described under “—Guarantees—Release,” no Subsidiary Guarantor shall consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person, unless:

(1) such Guarantor is the surviving person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a partnership, limited liability company or corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”);

(2) the Successor Guarantor (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under the Indenture pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction no Default or Event of Default exists; and

(4) the Company shall have delivered to the Trustee an Officer’s Certificate stating that such consolidation, merger or transfer and such amendment or supplement (if any) comply with the Indenture.

The Successor Guarantor will succeed to, and be substituted for, such Guarantor under the Indenture. Notwithstanding the foregoing, (1) a Guarantor may merge with an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in another state of the United States, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Guarantor is not increased thereby, (2) any Guarantor may merge into or transfer all or part of its properties and assets to the Company or another Guarantor and (3) a Guarantor may convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor. Notwithstanding anything to the contrary herein, except as expressly permitted under the Indenture, no Guarantor shall be permitted to consolidate with, merge into or transfer all or part of its properties and assets to the Parent Guarantor.

Nothing contained in this covenant shall limit the Parent Guarantor’s ability to consolidate with, merge with, or sell any of its assets to, any Person, except the Company or Subsidiary Guarantors, to the extent provided in this covenant.

Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”) involving aggregate consideration in excess of $5.0 million, unless:

(1) the Affiliate Transaction is on terms that are not materially less favorable, taken as a whole, to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a

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comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; and

(2) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, a resolution of the Board of Directors set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members, if any, of the Board of Directors.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) transactions between or among the Company and/or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction;

(2) Restricted Payments and Permitted Investments (other than pursuant to clause (13) thereof) permitted by the Indenture;

(3) the payment to Sponsors or any other Permitted Holder of annual management, consulting, monitoring and advisory fees in an aggregate amount in any fiscal year not in excess of $5.0 million, plus reasonable out-of-pocket costs and expenses in connection therewith and unpaid amounts accrued for prior periods (but after the date of the Indenture), and the execution of any management or monitoring agreement subject to the same limitations;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Company, any Restricted Subsidiary or (to the extent such person renders services to the businesses of the Company and its Subsidiaries) any of the Company’s direct or indirect parent entities;

(5) payments by the Company or any Restricted Subsidiary to the Sponsors and any of their Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors of the Company in good faith;

(6) transactions in which the Company or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view;

(7) payments or loans (or cancellations of loans) to employees or consultants of the Company, any Restricted Subsidiary or (to the extent such person renders services to the businesses of the Company and its Subsidiaries) any of the Company’s direct or indirect parent entities, which are approved by a majority of the Board of Directors of the Company in good faith and which are otherwise permitted under the Indenture;

(8) payments made or performance under any agreement as in effect on the date of the Indenture or any amendment thereto (so long as any such amendment is not less advantageous to the holders of the Notes in any material respect than the original agreement as in effect on the date of the Indenture);

(9) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, the Recapitalization Agreement (including any registration rights agreement or purchase agreements related thereto to which it is party and any similar agreement that it may enter into thereafter); provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under any future amendment to the Recapitalization Agreement or under any similar agreement shall only be permitted by this clause (9) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to holders of Notes in any material respect;

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(10) the payment of all fees and expenses related to the initial offering of the Notes;

(11) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to the Company or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(12) if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of any parent entity to any Permitted Holder or of the Company to any parent entity or to any Permitted Holder;

(13) any transaction effected as part of a Qualified Securitization Financing;

(14) any employment agreements entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business;

(15) transactions with joint ventures for the purchase or sale of materials, equipment and services entered into in the ordinary course of business and in a manner consistent with past practice; and

(16) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company.

Payments for Consent

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all holders of such Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

Whether or not required by the SEC, so long as any Notes are outstanding, the Company will either file with the SEC or furnish to the holders of Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or (in the case of annual financial information) within 90 days after the end of each fiscal year, all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants.

In addition, whether or not required by the SEC, the Company will file a copy of all of the information and reports referred to above with the SEC for public availability within the time periods specified above (unless the SEC will not accept such a filing) and will make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the holders of such Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

So long as any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the reports, information and other documents required to be filed and furnished to holders of the Notes pursuant to this covenant may, at the option of the Company, be filed by and be those of such entity rather than the Company.

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Events of Default and Remedies

Under the Indenture, an Event of Default is defined as any of the following:

(1) the Issuers default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) the Issuers default in the payment when due of interest, on or with respect to the Notes and such default continues for a period of 30 days;

(3) an Issuer or a Guarantor defaults in the performance of, or breaches any covenant, warranty or other agreement contained in the Indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clauses (1) or (2) above) and such default or breach continues for a period of 60 days after the notice specified below;

(4) the Company or a Restricted Subsidiary defaults under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary or the payment of which is guaranteed by the Company or any Restricted Subsidiary (other than Indebtedness owed to the Company or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is created after the date of the Indenture, if

(A) such default either (1) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity, and

(B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $35.0 million or more at any one time outstanding;

(5) certain events of bankruptcy affecting the Company or any Significant Subsidiary;

(6) the Company or any Significant Subsidiary fails to pay final judgments (other than any judgments covered by insurance policies issued by reputable and creditworthy insurance companies) aggregating in excess of $35.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; or

(7) any Guarantee of a Significant Subsidiary fails to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor denies or disaffirms its obligations under its Guarantee and such Default continues for 10 days.

If an Event of Default (other than an Event of Default specified in clause (5) above with respect to the Company) shall occur and be continuing, the Trustee or the holders of at least 25% in principal amount of outstanding Notes under the Indenture may declare the principal of and accrued interest on such Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. Notwithstanding the foregoing, if an Event of Default specified in clause (5) above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the Notes.

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The Indenture provides that, at any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the holders of a majority in principal amount of the outstanding Notes may rescind and cancel such declaration and its consequences:

(1) if the rescission would not conflict with any judgment or decree;

(2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

(3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

(4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

(5) in the event of the cure or waiver of an Event of Default of the type described in clause (5) of the description above of Events of Default, the Trustee shall have received an Officer’s Certificate and an opinion of counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

The holders of a majority in principal amount of the Notes may waive any existing Default or Event of Default under the Indenture, and its consequences, except a default in the payment of the principal of or interest on such Notes.

In the event of any Event of Default specified in clause (4) of the first paragraph above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Holders of the Notes may not enforce the Indenture or such Notes except as provided in the Indenture and under the TIA. Subject to the provisions of the Indenture relating to the duties of the Trustee, such Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the holders of the Notes, unless such holders have offered to such Trustee reasonable indemnity. Subject to all provisions of the Indenture and applicable law, the holders of a majority in aggregate principal amount of the then outstanding Notes issued under the Indenture have the right to direct the time, method and place of conducting any proceeding for any remedy available to such Trustee or exercising any trust or power conferred on such Trustee.

The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Issuers or any direct or indirect parent entity, as such, has any liability for any obligations of the Issuers under the Notes, the Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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Legal Defeasance and Covenant Defeasance

The Issuers may, at their option and at any time, elect to have all of their obligations discharged with respect to the outstanding Notes (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium on such Notes when such payments are due from the trust referred to below;

(2) the Issuers’ obligations with respect to the Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Issuers may, at their option and at any time, elect to have the obligations of the Issuers released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including nonpayment, bankruptcy, receivership, rehabilitation and insolvency events of the Company but not its Restricted Subsidiaries) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance under the Indenture:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding Notes on the stated maturity or on the redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuers have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuers have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens in connection therewith) or insofar as Events of Default (other than Events of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens in connection therewith) resulting from the borrowing of funds or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument, including without limitation, the Senior Secured

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Credit Agreement, (other than the Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;

(6) the Issuers must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and

(7) the Issuers must deliver to the Trustee an Officer’s Certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture or the Notes may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes.

Without the consent of each holder affected, an amendment or waiver of the Indenture may not (with respect to any Notes held by a non-consenting holder):

(1) reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any such Note or alter the provisions with respect to the redemption of such Notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on such Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any such Note payable in money other than that stated in such Notes;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of such Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on such Notes;

(7) waive a redemption payment with respect to any Note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);

(8) modify the subsidiary Guarantees in any manner adverse to the holders of such Notes;

(9) modify or change any provision of the Indenture or the related definitions affecting ranking in a manner that materially adversely affect the holders; or

(10) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any holder of Notes, the Company and the Trustee may amend or supplement the Indenture or the Notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

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(3) to provide for the assumption of the Company’s obligations to holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets;

(4) to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the Indenture of any such holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; or

(6) to add a guarantee of the Notes.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes, when:

(1) either:

(a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and such Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or

(b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one year and the Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

(2) the Issuers have paid or caused to be paid all sums payable by them under the Indenture; and

(3) the Issuers have delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officer’s Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the Trustee becomes a creditor of an Issuer, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The holders of a majority in principal amount of the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes, unless such holder has offered to such Trustee security and indemnity satisfactory to it against any loss, liability or expense.

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Governing Law

The Indenture, the Notes and the Guarantees are governed by, and construed in accordance with, the laws of the State of New York.

Registration Rights

On November 24, 2009, the Issuers, the Guarantors and the initial purchasers of the Notes entered into a registration rights agreement (the “Registration Rights Agreement”). In the Registration Rights Agreement, each of the Issuers and the Guarantors have agreed that they will, at their expense, for the benefit of the holders of the Notes, (i) file one or more registration statements on an appropriate registration form (each, an “exchange offer registration statement”) with respect to a registered offer (each, an “exchange offer”) to exchange the Notes for new notes guaranteed by the Guarantors on a senior basis with terms substantially identical in all material respects to the Notes (the Notes so exchanged, the “exchange notes”), (except that the exchange notes will not contain terms with respect to transfer restrictions) and (ii) use their reasonable best efforts to cause each exchange offer registration statement to be declared effective under the Securities Act. Upon an exchange offer registration statement being declared effective, we will offer the applicable exchange notes (and the related guarantees) in exchange for surrender of the Notes. We will keep each exchange offer open for not less than 20 business days (or longer if required by applicable law) after the date notice of the applicable exchange offer is mailed to the holders. For each of the Notes surrendered to us pursuant to an exchange offer, the holder who surrendered such Note will receive a related exchange note having a principal amount equal to that of the surrendered Note. Interest on each exchange note will accrue (A) from the later of (i) the last interest payment date on which interest was paid on the Note surrendered in exchange therefor or (ii) if the Note is surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no interest has been paid on such note, from the original issue date of the Notes.

Under existing interpretations of the SEC contained in several no-action letters to third parties, the exchange notes and the related guarantees will be freely transferable by holders thereof (other than our affiliates) after the applicable exchange offer without further registration under the Securities Act; provided, however, that each holder that wishes to exchange its Notes for exchange notes will be required to represent (i) that any exchange notes to be received by it will be acquired in the ordinary course of its business, (ii) that, at the time of the commencement of the applicable exchange offer, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of Securities Act) of the applicable exchange notes in violation of the Securities Act, (iii) that it is not an “affiliate” (as defined in Rule 405 promulgated under Securities Act) of ours, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of applicable exchange notes and (v) if such holder is a broker-dealer (a “participating broker-dealer”) that will receive exchange notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of such exchange notes. We will agree to make available, during the period required by the Securities Act, a prospectus meeting the requirements of the Securities Act for use by participating broker-dealers and other persons, if any, with similar prospectus delivery requirements for use in connection with any resale of exchange notes.

If (i) because of any change in law or in currently prevailing interpretations of the Staff of the SEC, we are not permitted to effect an exchange offer, (ii) an exchange offer is not consummated within 365 days of the original issue date of the Notes, (iii) in certain circumstances, certain holders of unregistered exchange notes so request, or (iv) in the case of any holder that participates in an exchange offer, such holder does not receive exchange notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an affiliate of ours within the meaning of the Securities Act), then, in each case, we will (x) promptly deliver to the holders and the applicable trustee written notice thereof and (y) at our sole expense, (a) promptly file a shelf registration statement covering resales of the Notes and (b) use our reasonable best efforts to keep effective such shelf registration statement until the earliest of (i) two years after the original issue date of the Notes or (ii) such time as all of the applicable Notes have been

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sold (the “shelf registration period”). We will, in the event that a shelf registration statement is filed, provide to each holder whose Notes are registered under such shelf registration statement copies of the prospectus that is a part of such shelf registration statement, notify each such holder when such shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the applicable notes. A holder that sells Notes pursuant to a shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a holder (including certain indemnification rights and obligations).

If (A) we have not exchanged exchange notes for all Notes validly tendered in accordance with the terms of an exchange offer on or prior to the 365th day after the original issue date of the Notes or (B) if applicable, a shelf registration statement covering resales of Notes has been declared effective and such shelf registration statement ceases to be effective at any time during the shelf registration period (subject to certain exceptions), then Additional Interest shall accrue on the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 1.00% per annum) commencing on (x) the 366th day after the original issue date of the Notes, in the case of (A) above, or (y) the day such shelf registration statement ceases to be effective, in the case of (B) above; provided, however, that upon the exchange of exchange notes for all Notes tendered (in the case of clause (A) above), or upon the effectiveness of a shelf registration statement that had ceased to remain effective (in the case of clause (B) above), Additional Interest on such Notes as a result of such clause (or the relevant sub-clause thereof), as the case may be, shall cease to accrue.

Any amounts of Additional Interest due will be payable in cash on the same original interest payment dates as interest on the Notes is payable.

The exchange notes will be accepted for clearance through The Depository Trust Company.

This summary of the provisions of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Registration Rights Agreement, copies of which will be available from us upon request.

Consent to Jurisdiction and Service of Process

Each Issuer has irrevocably and unconditionally: (1) submitted itself and its property in any legal action or proceeding relating to the Indenture to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the general jurisdiction of the Courts of the State of New York, sitting in the Borough of Manhattan, The City of New York, the courts of the United States of America for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought against it as defendant; (2) consented that any such action or proceeding may be brought in such courts and waived any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (3) appointed CT Corporation System, currently having an office at 111 Eighth Avenue, New York, New York 10011, as its agent to receive on its behalf service of all process in any such action or proceeding, such service being hereby acknowledged by the Issuers to be effective and binding in every respect.

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Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person; and

(2) Indebtedness secured by an existing Lien encumbering any asset acquired by such specified Person; but excluding in any event Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person.

“Additional Interest” has the meaning ascribed to such term in the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Applicable Premium” means with respect to any Note on the applicable redemption date, the greater of:

(1) 1.0% of the then outstanding principal amount of such Note; and

(2) the excess of:

(a) the present value at such redemption date of (i) the redemption price of the Notes at January 1, 2014, (such redemption prices being set forth in the tables appearing above under the caption “—Optional Redemption”), plus (ii) all required interest payments due on the Notes through January 1, 2014, (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the then outstanding principal amount of such Note.

“Asset Sale” means (i) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets of the Company or any Restricted Subsidiary (each referred to in this definition as a “disposition”) or (ii) the issuance or sale of Equity Interests of any Restricted Subsidiary (whether in a single transaction or a series of related transactions), in each case, other than:

(1) a disposition of Cash Equivalents, Investment Grade Securities or obsolete or worn out property or equipment in the ordinary course of business or inventory (or other assets) held for sale in the ordinary course of business;

(2) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to the covenant contained under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;

(3) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, pursuant to the covenant contained under the caption “—Certain Covenants—Restricted Payments;”

(4) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $15.0 million;

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(5) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to another Restricted Subsidiary;

(6) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(7) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(8) sales of assets received by the Company or any Restricted Subsidiary upon foreclosures on a Lien;

(9) sales of Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” to a Securitization Subsidiary in connection with any Qualified Securitization Financing; and

(10) a transfer of Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” (or a fractional undivided interest therein) by a Securitization Subsidiary in a Qualified Securitization Financing.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means (a) with respect to a corporation, the board of directors of the corporation; (b) with respect to a partnership, the Board of Directors of the general partner or manager of the partnership; and (c) with respect to any other Person, the board or committee of such Person serving a similar function.

“CapCo I” means GPC Capital Corp. I, a Delaware corporation.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Cash Contribution Amount” means the aggregate amount of cash contributions made to the capital of the Company described in the definition of “Contribution Indebtedness.”

“Cash Equivalents” means:

(1) U.S. dollars, pounds sterling, Euros, or, in the case of any foreign subsidiary, such local currencies held by it from time to time in the ordinary course of business;

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(2) direct obligations of the United States of America or any member of the European Union or any agency thereof or obligations guaranteed by the United States of America or any member of the European Union or any agency thereof, in each case with maturities not exceeding two years;

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of 12 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any lender party to a Credit Agreement or with any commercial bank having capital and surplus in excess of $250,000,000;

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper maturing within 12 months after the date of acquisition and having a rating of at least A-1 from Moody’s or P-1 from S&P;

(6) securities with maturities of two years or less from the date of acquisition issued or fully guaranteed by any State, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A-2 by Moody’s;

(7) investment funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition; and

(8) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $500.0 million.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above; provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder;

(2) either the Parent Guarantor or the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of 50% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent corporations; or

(3) (A) prior to the first public offering of common stock of either the Company or a parent entity of the Company, the first day on which the Board of Directors of such entity shall cease to consist of a majority of directors who (i) were members of the Board of Directors of the Parent Guarantor on the date of the Indenture or (ii) were either (x) nominated for election by the Board of Directors of the Parent Guarantor or such other parent entity, a majority of whom were directors on the date of the Indenture or whose election or nomination for election was previously approved by a majority of such initial or subsequent directors, or (y) designated or appointed by a Permitted Holder (each of the directors selected pursuant to clauses (A)(i) and (A)(ii), “Continuing Directors”) and (B) after the first public offering of common stock of either the Company or a parent entity of the Company, (i) if such

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public offering is of common stock of a parent entity, the first day on which a majority of the members of the Board of Directors of such parent entity are not Continuing Directors or (ii) if such public offering is of the Company’s common stock, the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect on the date of the Indenture, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, (I) the sum, without duplication, of: (a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount or premium, the interest component of Capitalized Lease Obligations and net cash payments and receipts (if any) pursuant to interest rate Hedging Obligations, but excluding (i) amortization of deferred financing fees, (ii) non-cash interest expense attributable to the movement in the fair value of Hedging Obligations or other derivative instruments or the reclassification of amounts out of accumulated other comprehensive income pursuant to GAAP, (iii) any Additional Interest or any comparable additional interest payable in connection with obligations under registration rights agreements, (iv) any expense resulting from a premium or discount arising in connection with the application of purchase accounting, (v) the recording of a debt modification at fair value, (vi) expensing of any bridge or other financing fees and expenses, and (vii) any interest expense on Indebtedness of a third party that is not an Affiliate of a parent entity of the Company or any of its Subsidiaries and that is attributable to supply or lease arrangements as a result of consolidation under GAAP or attributable to “take-or-pay” contracts accounted for in a manner similar to a capital lease under GAAP, in either case so long as the underlying obligations under any such supply or lease arrangement or such “take-or-pay” contract are not treated as Indebtedness as provided in clause (2) of the proviso to the definition of “Indebtedness”), and (b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, Securitization Fees), less (II) interest income of such Person and its Restricted Subsidiaries.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that

(1) any net after-tax extraordinary or non-recurring gains or losses (less all fees and expenses relating thereto) or income or expense or charge (including, without limitation, severance, relocation and other restructuring costs and legal and settlement expense related to the Constar intellectual property litigation incurred prior to the date of the Indenture) including, without limitation, any severance, direct transition expenses, change in control payments and fees, expenses or charges related to any offering of Equity Interests of such Person, any Investment, acquisition, refinancing or amendment or modification or any debt instrument or any Indebtedness permitted to be incurred hereunder (in each case, whether or not successful), in each case shall be excluded;

(2) the cumulative effect of a change in accounting principles during such period shall be excluded;

(3) any net after-tax income or loss from discontinued operations and any net after-tax gain or loss on disposal of discontinued operations shall be excluded;

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(4) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Company) shall be excluded;

(5) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness and Hedging Obligations shall be excluded;

(6) amount equal to the amount of Tax Distributions to any parent entity shall be included as though such amounts had been paid as income taxes or other expenses directly by such Person;

(7) (A) the Net Income for such period of any Person that is not a Subsidiary, or that is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments in respect of equity that are actually paid in cash (or to the extent converted into cash) by the referent Person to the Company or a Restricted Subsidiary thereof in respect of such period and

(B) the Net Income for such period shall include any dividend, distribution or other payments in respect of equity paid in cash by such Person to the Issuer or a Restricted Subsidiary thereof in excess of the amounts included in clause (A);

(8) (A) any increase in amortization or depreciation, and adjustments to deferred revenue or debt, or any one-time non-cash charges (such as purchased in-process research and development or capitalized manufacturing profit in inventory) resulting from purchase accounting (including the effects of such purchase accounting pushed down to Company and its Restricted Subsidiaries) or conforming accounting principles in connection with any acquisition, (B) effects of fair value adjustments to contingent consideration in connection with an acquisition and (C) effects of any premium or discount arising from the recording of a debt modification at fair value in accordance with GAAP, shall be excluded;

(9) accruals and reserves that are established within twelve months after the date of a transaction and that are so required to be established as a result of such transactions in accordance with GAAP shall be excluded;

(10) any non-cash impairment charge or asset write-off, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded;

(11) any non-cash compensation expense realized from grants of stock appreciation or similar rights, stock options or restricted stock or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries shall be excluded;

(12) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of “—Certain Covenants—Restricted Payments,” the Net Income for such period of any Restricted Subsidiary (other than a Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived; provided, that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) by such Person to the Company or another Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(13)(a) any net non-cash gain, loss, income or expense resulting in such period from Hedging Obligations and the application of fair value accounting under GAAP and (b) any net unrealized gain, loss, income or expense resulting in such period from currency translation including those (i) related to currency remeasurements of Indebtedness or intercompany loans and (ii) resulting from hedge agreements for currency exchange risk, shall be excluded;

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(14) cost of sales will be reflected on a FIFO basis; and

(15) the portion of Net Income attributable to non-controlling interests of Restricted Subsidiaries shall be excluded.

Notwithstanding the foregoing, for the purpose of the covenant contained under the caption “—Certain Covenants—Restricted Payments” only (other than clause (3)(d) of the first paragraph thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments by the Company and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company and any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of the first paragraph of the covenant contained under the caption “—Certain Covenants—Restricted Payments.”

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Contribution Indebtedness” means Indebtedness of the Company or any Guarantor in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Company after the date of the Indenture; provided, that:

(1) if the aggregate principal amount of such Contribution Indebtedness is greater than the aggregate amount of such cash contributions to the capital of the Company, the amount in excess shall be Indebtedness (other than Secured Indebtedness) with a Stated Maturity later than the Stated Maturity of the Notes, and

(2) such Contribution Indebtedness (a) is incurred within 180 days after the making of such cash contribution and (b) is so designated as Contribution Indebtedness pursuant to an Officer’s Certificate on the incurrence date thereof.

“Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

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“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Company or any direct or indirect parent company of the Company (other than Disqualified Stock), that is issued for cash (other than to the Company or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the covenant described under “—Certain Covenants—Restricted Payments.”

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than as a result of a change of control or asset sale), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the final maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Parent Guarantor or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Parent Guarantor or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period (A) plus, without duplication, and in each case (other than clause 9) to the extent deducted in calculating Consolidated Net Income for such period:

(1) provision for taxes based on income, profits or capital of such Person for such period, including, without limitation, state, franchise and similar taxes (such as the Pennsylvania capital tax, Texas franchise tax, Washington Business and Occupation Tax and Michigan single business tax) (including any Tax Distribution taken into account in calculating Consolidated Net Income), plus

(2) Consolidated Interest Expense, together with the items excluded pursuant to clauses (I)(a)(i) through (I)(a)(vii) thereof, plus

(3) Consolidated Depreciation and Amortization Expense of such Person for such period, plus

(4) the non-cash portion of “straight line” rent expense, plus

(5) the portion of Net Income attributable to non-controlling interests in Subsidiaries in such period,

(6) the amount of any expense to the extent a corresponding amount is received in cash by the Company and its Restricted Subsidiaries from a Person other than the Company or any Subsidiary of the Company under any agreement providing for reimbursement of any such expense; provided, that such reimbursement payment has not been included in determining Consolidated Net Income or EBITDA (it being understood that if the amounts received in cash under any such agreement in any period exceed the amount of expense in respect of such period, such excess amounts received may be carried forward and applied against expense in future periods), plus

(7) the amount of management, consulting, monitoring and advisory fees and related expenses paid to the Sponsors or any other Permitted Holder (or any accruals related to such fees and related expenses)

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during such period; provided, that such amount shall not exceed $5.0 million in any four quarter period, plus

(8) without duplication, any other non-cash charges (excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period), plus

(9) any net losses resulting from Hedging Obligations entered into in the ordinary course of business relating to intercompany loans, to the extent that the notional amount of the related Hedging Obligation does not exceed the principal amount of the related intercompany loan, and

(B) less the sum of, without duplication, (1) non-cash items increasing Consolidated Net Income for such period (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges or asset valuation adjustments made in any prior period), (2) any cash dividends paid on non-controlling interests described in clause (5) above, (3) the cash portion of “straight line” rent expense which exceeds the amount expensed in respect of such rent expense and (4) any net gains resulting from Hedging Obligations entered into in the ordinary course of business relating to intercompany loans, to the extent that the notional amount of the related Hedging Obligation does not exceed the principal amount of the related intercompany loan;

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Company or any or its direct or indirect parent corporations (excluding Disqualified Stock), other than (i) public offerings with respect to common stock of the Company or of any direct or indirect parent corporation of the Company, in each case registered on Form S-8 and (ii) any such public or private sale that constitutes an Excluded Contribution.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds, in each case received by the Company and its Restricted Subsidiaries from:

(1) contributions to its common equity capital; and

(2) the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company or any Subsidiary) of Capital Stock (other than Disqualified Stock), in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph of the covenant contained under the caption “—Certain Covenants—Restricted Payments.”

“Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreements) in existence on the date of the Indenture (including the Notes issued on the date of the Indenture and any exchange Notes issued in exchange therefor).

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period consisting of such Person and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness or issues or repays Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations (as determined in accordance with GAAP) that have

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been made by the Company or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, consolidation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period. For purposes of this definition, whenever pro forma effect is to be given to an acquisition or other Investment and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the SEC, except that such pro forma calculations may include operating expense reductions for such period resulting from the acquisition which is being given pro forma effect that have been realized or for which the steps necessary for realization have been taken or are reasonably expected to be taken within six months following any such acquisition, including, but not limited to, the execution or termination of any contracts, the termination of any personnel or the closing (or approval by the Board of Directors of the Company of any closing) of any facility, as applicable; provided, that, in either case, such adjustments are set forth in an Officer’s Certificate signed by the Company’s chief financial officer and another Officer which states (i) the amount of such adjustment or adjustments, (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officer’s Certificate at the time of such execution and (iii) that any related incurrence of Indebtedness is permitted pursuant to the Indenture. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, (a) Consolidated Interest Expense of such Person for such period, (b) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person and (c) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items eliminated in consolidation) of any series of Disqualified Stock.

“Flow Through Entity” means an entity that is treated as a partnership not taxable as a corporation, a grantor trust or a disregarded entity for United States federal income tax purposes or subject to treatment on a comparable basis for purposes of state, local or foreign tax law.

“Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the United States of America or any state or territory thereof and any direct or indirect subsidiary of such Restricted Subsidiary.

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“Government Securities” means securities that are

(a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“Guarantee” means any guarantee of the obligations of the Issuers under the Indenture and the Notes by a Guarantor in accordance with the provisions of the Indenture. When used as a verb, “Guarantee” shall have a corresponding meaning.

“Guarantor” means any Person that incurs a Guarantee of the Notes; provided, that upon the release and discharge of such Person from its Guarantee in accordance with the Indenture, such Person shall cease to be a Guarantor.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Indebtedness” means, with respect to any Person,

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent,

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or, without double counting, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (A) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (B) reimbursement obligations in respect of trade letters of credit obtained in the ordinary course of business with expiration dates not in excess of 365 days from the date of issuance (x) to the extent undrawn or (y) if drawn, to the extent repaid in full within 20 business days of any such drawing; or

(d) representing any Hedging Obligations,

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

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(2) Disqualified Stock of such Person;

(3) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business);

(4) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); and

(5) to the extent not otherwise included, the amount then outstanding (i.e., advanced, and received by, and available for use by, the Company or any of its Restricted Subsidiaries) under any Securitization Financing (as set forth in the books and records of the Company or any Restricted Subsidiary and confirmed by the agent, trustee or other representative of the institution or group providing such Securitization Financing);

provided, however, that

(1) Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money and contingent consideration arising in connection with acquisitions recorded in accordance with GAAP to the extent that the amount of such consideration has not been finally determined and are not contingencies that will be satisfied solely through the passage of time, and

(2) Indebtedness of a third party that is not an Affiliate of the Parent Guarantor or any of its Subsidiaries that is attributable to supply or lease arrangements as a result of consolidation under GAAP or attributable to “take-or-pay” contracts accounted for in a manner similar to a capital lease under GAAP, in either case so long as (i) such supply or lease arrangements or such take-or-pay contracts are entered into in the ordinary course of business, (ii) the Board of Directors of the Parent Guarantor has approved any such supply or lease arrangement or any such take-or-pay contract and (iii) notwithstanding anything to the contrary contained in the definition of EBITDA, the related expense under any such supply or lease arrangement or under any such take-or-pay contract is treated as an operating expense that reduces EBITDA,

shall be deemed not to constitute Indebtedness.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant to Persons engaged in a Permitted Business of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued by the U.S. government or by any agency or instrumentality thereof and directly and fully guaranteed or insured by the U.S. government (other than Cash Equivalents),

(2) investments in any fund that invests exclusively in investments of the type described in clause (1) which fund may also hold immaterial amounts of cash pending investment and/or distribution, and

(3) corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or

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other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company in accordance with the terms of an arrangement or agreement in effect at the time such Subsidiary was originally acquired by the Company or a Restricted Subsidiary, such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described under “—Certain Covenants—Restricted Payments.”

For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “—Certain Covenants—Restricted Payments,” (i) “Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company; and (iii) any transfer of Capital Stock that results in an entity which became a Restricted Subsidiary after the date of the Indenture ceasing to be a Restricted Subsidiary shall be deemed to be an Investment in an amount equal to the fair market value (as determined by the Board of Directors of the Company in good faith as of the date of initial acquisition) of the Capital Stock of such entity owned by the Company and the Restricted Subsidiaries immediately after such transfer.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities (other than securities representing an interest in a joint venture that is not a Subsidiary), any purchase option, call or similar right of a third party with respect to such securities.

“Management Group” means the group consisting of the directors, executive officers and other management personnel of the Company and its direct and indirect parent entities, as the case may be, on the date of the Indenture together with (1) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of the Company or such parent entity or entities, as the case may be, was approved by a vote of a majority of the directors of the Company or such parent entities, as the case may be, then still in office who were either directors on the date of the Indenture or whose election or nomination was previously so approved and (2) executive officers and other management personnel of the Company or such parent entity or entities, as the case may be, hired at a time when the directors on the date of the Indenture together with the directors so approved constituted a majority of the directors of the Company or such parent entity or entities, as the case may be.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Income” means, with respect to any Person, the net income (loss) of such Person (including the portion of such net income attributable to non-controlling interests of Subsidiaries), determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends or accretion of any Preferred Stock.

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“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to the second paragraph of the covenant described under “—Repurchase at the Option of Holders—Asset Sales”) to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the Company as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law), penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company or a Guarantor, as applicable.

“Officer’s Certificate” means a certificate signed on behalf of the Company by an Officer of the Company, or on behalf of a Guarantor by an Officer of such Guarantor, who is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company or the Guarantor, as applicable, that meets the requirements set forth in the Indenture.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of assets used or useful in a Permitted Business or a combination of such assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with the covenant described under “—Repurchase at the Option of Holders—Asset Sales.”

“Permitted Business” means the plastic container business and any services, activities or businesses incidental or directly related or similar thereto, any line of business engaged in by the Company or any of its Subsidiaries on the date of the Indenture or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“Permitted Debt” is defined under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.”

“Permitted Holders” means, at any time, each of (i) the Sponsors and their Affiliates (not including, however, any portfolio companies of any of the Sponsors), (ii) the Management Group, with respect to not more than 10% of the total voting power of the Equity Interests of the Parent Guarantor and (iii) Graham Alternative Investment Partners I. Any person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

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“Permitted Investments” means:

(1) any Investment by the Company in any Restricted Subsidiary or by a Restricted Subsidiary in the Company or another Restricted Subsidiary;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person that is engaged in a Permitted Business if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary;

(4) any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions described above under the caption “—Repurchase at the Option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the date of the Indenture and Investments made pursuant to binding commitments in effect on the date of the Indenture;

(6) (A) loans and advances to officers, directors and employees, not in excess of $20.0 million in the aggregate outstanding at any one time and (B) loans and advances of payroll payments and expenses to officers, directors and employees in each case incurred in the ordinary course of business;

(7) any Investment acquired by the Company or any Restricted Subsidiary (A) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8) Hedging Obligations permitted under clause (8) of the definition of “Permitted Debt;”

(9) any Investment by the Company or a Restricted Subsidiary in a Permitted Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (9) that are at that time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of cash and/or marketable securities), not to exceed 5.0% of Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Company after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be a Restricted Subsidiary;

(10) Investments resulting from the receipt of non-cash consideration in an Asset Sale received in compliance with the covenant described under “—Repurchase at the Option of Holders—Asset Sales;”

(11) Investments the payment for which consists of Equity Interests of the Company or any of its parent companies (exclusive of Disqualified Stock);

(12) guarantees (including Guarantees) of Indebtedness permitted under the covenant contained under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” and performance guarantees consistent with past practice;

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(13) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the covenant described under “—Certain Covenants—Transactions with Affiliates” (except transactions described in clauses (2), (6), (7) and (11) of the second paragraph thereof);

(14) Investments of a Restricted Subsidiary acquired after the date of the Indenture or of an entity merged into the Company or merged into or consolidated with a Restricted Subsidiary in accordance with the covenant described under “—Certain Covenants—Merger Consolidation or Sale of Assets” after the date of the Indenture to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(15) guarantees by the Company or any Restricted Subsidiary of operating leases (other than Capitalized Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by any Restricted Subsidiary in the ordinary course of business;

(16) Investments consisting of licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(17) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

(18) any Investment in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Financing or any related Indebtedness; provided, however, that any Investment in a Securitization Subsidiary is in the form of a Purchase Money Note, contribution of additional Securitization Assets or an equity interest; and

(19) additional Investments by the Company or any of its Restricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (19), not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Liens” means the following types of Liens:

(1) deposits of cash or government bonds made in the ordinary course of business to secure surety or appeal bonds to which such Person is a party;

(2) Liens in favor of issuers of performance, surety bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice;

(3) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(4) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(5) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

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(6) Liens securing Hedging Obligations so long as the related Indebtedness is permitted to be incurred under the Indenture and is secured by a Lien on the same property securing such Hedging Obligation;

(7) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(8) Liens in favor of the Company or any Restricted Subsidiary;

(9) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Liens referred to in clauses (3), (4), (24) and (25) of this definition; provided, however, that (A) such new Lien shall be limited to all or part of the same property that secured the original Liens (plus improvements on such property), and (B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (1) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (3), (4), (24) and (25) at the time the original Lien became a Permitted Lien under the Indenture and (2) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(10) Liens on Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” incurred in connection with any Qualified Securitization Financing;

(11) Liens for taxes, assessments or other governmental charges or levies not yet delinquent, or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted or for property taxes on property that the Company or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(12) Liens securing judgments for the payment of money in an aggregate amount not in excess of $40.0 million (except to the extent covered by insurance and the Trustee shall be reasonably satisfied with the credit of such insurer), unless such judgments shall remain undischarged for a period of more than 30 consecutive days during which execution shall not be effectively stayed;

(13) (A) pledges and deposits made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (B) pledges and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Parent Guarantor, the Company or any Restricted Subsidiary;

(14) landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Company or any Restricted Subsidiary shall have set aside on its books reserves in accordance with GAAP;

(15) zoning restrictions, easements, trackage rights, leases (other than Capitalized Lease Obligations), licenses, special assessments, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Company or any Restricted Subsidiary;

(16) Liens that are contractual rights of set-off (A) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (B) relating to pooled deposit or sweep accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and the Restricted

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Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of the Company or any Restricted Subsidiary in the ordinary course of business;

(17) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights;

(18) Liens securing obligations in respect of trade related letters of credit permitted under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof;

(19) any interest or title of a lessor under any lease or sublease entered into by the Company or any Restricted Subsidiary in the ordinary course of business;

(20) licenses of intellectual property granted in a manner consistent with past practice;

(21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(22) Liens solely on any cash earnest money deposits made by the Company or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(23) other Liens securing Indebtedness for borrowed money with respect to property or assets of the Company or a Restricted Subsidiary with an aggregate fair market value (valued at the time of creation thereof) of not more than $50.0 million at any time;

(24) Liens securing Capitalized Lease Obligations permitted to be incurred pursuant to the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” and Indebtedness permitted to be incurred under clause (3) of the second paragraph of such covenant; provided, however, that such Liens securing Capitalized Lease Obligations or Indebtedness incurred under clause (3) of the second paragraph of the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” may not extend to property owned by the Company or any Restricted Subsidiary other than the property being leased or acquired pursuant to such clause (3);

(25) Liens (other than Liens securing the Credit Agreements) existing on the date of the Indenture; and

(26) (A) Liens securing Obligations under Credit Facilities; provided, that the principal amount of Indebtedness secured by such Liens pursuant to this subclause (A) does not exceed $2,200 million; (B) Liens incurred to secure Obligations in respect of Indebtedness permitted to be Incurred pursuant to the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock;” provided that as of such date, and after giving effect to the Incurrence of such Indebtedness and the application of the proceeds therefrom on such date, would not cause the Secured Indebtedness Leverage Ratio of the Company to exceed 3.50 to 1.00; and (C) Liens securing Indebtedness permitted to be Incurred pursuant to clause (18) of the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock.”

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Presumed Tax Rate” means the highest effective marginal statutory combined U.S. federal, state and local income tax rate prescribed for an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of Section 68(a)(2) of the Code applies and taking into account any impact of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income).

“Purchase Money Note” means a promissory note of a Securitization Subsidiary evidencing a line of credit, which may be irrevocable, from the Parent Guarantor or any Subsidiary of the Parent Guarantor to a

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Securitization Subsidiary in connection with a Qualified Securitization Financing, which note is intended to finance that portion of the purchase price that is not paid in cash or a contribution of equity and which (a) shall be repaid from cash available to the Securitization Subsidiary, other than (i) amounts required to be established as reserves, (ii) amounts paid to investors in respect of interest, (iii) principal and other amounts owing to such investors and (iv) amounts paid in connection with the purchase of newly generated receivables and (b) may be subordinated to the payments described in clause (a).

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business; provided, that the fair market value of any such assets or Capital Stock shall be determined by a Responsible Officer of the Company in good faith, except that in the event the value of any such assets or Capital Stock exceeds $30.0 million or more, the fair market value shall be determined by the Board of Directors in good faith.

“Qualified Securitization Financing” means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (i) the Board of Directors shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and the Securitization Subsidiary, (ii) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Company) and (iii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings. The grant of a security interest in any Securitization Assets of the Company or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under the Credit Agreements and any Refinancing Indebtedness with respect thereto shall not be deemed a Qualified Securitization Financing.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be.

“Recapitalization Agreement” means the Agreement and Plan of Recapitalization, Redemption and Repurchase, dated as of December 18, 1997 by and among the Company, BMP/Graham Holdings Corporation and the other parties thereto.

“Registration Rights Agreement” means the Registration Rights agreement, dated as of the date of initial issuance of the Notes, among the Issuers, the Restricted Subsidiaries that are Guarantors and the initial purchasers of the Notes.

“Responsible Officer” of any Person means any executive officer or financial officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of the Indenture.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of Restricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and its subsidiaries, or any successor to the rating agency business thereof.

“Secured Indebtedness Leverage Ratio” means, with respect to any Person, at any date the ratio of (i) consolidated Indebtedness of such Person and its Restricted Subsidiaries that is secured by a Lien (other than

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Liens permitted under clause (6) of the definition of “Permitted Liens”) as of such date of calculation (determined on a consolidated basis in accordance with GAAP) to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred.

In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness or issues or repays Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the “Calculation Date”), then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations (as determined in accordance with GAAP) that have been made by the Company or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, consolidation that would have required adjustment pursuant to this definition, then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period. For purposes of this definition, whenever pro forma effect is to be given to an acquisition or other Investment and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the SEC, except that such pro forma calculations may include operating expense reductions for such period resulting from the acquisition which is being given pro forma effect that have been realized or for which the steps necessary for realization have been taken or are reasonably expected to be taken within six months following any such acquisition, including, but not limited to, the execution or termination of any contracts, the termination of any personnel or the closing (or approval by the Board of Directors of the Company of any closing) of any facility, as applicable; provided, that, in either case, such adjustments are set forth in an Officer’s Certificate signed by the Company’s chief financial officer and another Officer which states (i) the amount of such adjustment or adjustments, (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officer’s Certificate at the time of such execution and (iii) that any related incurrence of Indebtedness is permitted pursuant to the Indenture.

“Securitization Assets” means any accounts receivable, inventory, royalty or revenue streams from sales of inventory subject to a Qualified Securitization Financing.

“Securitization Fees” means reasonable distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with any Qualified Securitization Financing.

“Securitization Financing” means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries) and (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization

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Assets, proceeds of such Securitization Assets and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets and any Hedging Obligations entered into by the Company or any such Subsidiary in connection with such Securitization Assets.

“Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Securitization Subsidiary” means a Wholly Owned Subsidiary of the Company (or another Person formed for the purposes of engaging in a Qualified Securitization Financing in which the Company or any Subsidiary of the Company makes an Investment and to which the Parent Guarantor or any Subsidiary of the Company transfers Securitization Assets and related assets) which engages in no activities other than in connection with the financing of Securitization Assets of the Company or its Subsidiaries, all proceeds thereof and all rights (contractual and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Company or such other Person (as provided below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any other Subsidiary of the Company (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Parent Guarantor or any other Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Company or any other Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither the Company nor any other Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms which the Company reasonably believes to be no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Parent Guarantor and (c) to which neither the Company nor any other Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company or such other Person shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company or such other Person giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“Senior Secured Credit Agreement” means the Credit Agreement dated as of October 7, 2004 among the Company, any other borrowers party thereto from time to time, Deutsche Bank AG Cayman Islands Branch as administrative agent and the lenders party thereto from time to time and the Credit Agreement dated October 7, 2004 among the Company, any other borrowers party thereto from time to time, Deutsche Bank AG Cayman Islands Branch as administrative agent and the lenders party thereto from time to time, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, supplemented, modified, renewed, refunded, replaced or refinanced from time to time in one or more agreements or indentures (in each case with the same or new lenders or institutional investors), including any agreement or indenture extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof.

“Senior Subordinated Notes” means the 9.875% senior subordinated notes due 2014, issued by the Issuers.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

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“Sponsors” means Blackstone Capital Partners III L.P., Blackstone Offshore Capital Partners L.P. and their Affiliates.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which the Company has determined in good faith to be customary in a Securitization Financing, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the day on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means (a) with respect to the Company, any Indebtedness of the Company that is by its terms subordinated in right of payment to the Notes and (b) with respect to any Guarantor of the Notes, any Indebtedness of such Guarantor that is by its terms subordinated in right of payment to its Guarantee of the Notes.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity, of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Tax Distribution” means any distribution described under clause (9) of the covenant “—Certain Covenants—Restricted Payments.”

“Total Assets” means the total consolidated assets of the Company and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Company.

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to January 1, 2014; provided, however, that if the period from such redemption date to January 1, 2014, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Company, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity

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Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than any Subsidiary of the Subsidiary to be so designated); provided, that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Company, (b) such designation complies with the covenant contained under the caption “—Certain Covenants—Restricted Payments” and (c) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and either (A) the Fixed Charge Coverage Ratio would be at least 2.00 to 1.00 or (B) the Fixed Charge Coverage Ratio would be equal to or greater than immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Board of Directors shall be notified by the Company to the Trustee by promptly filing with Trustee a copy of the board resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

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DESCRIPTION OF 2018 SENIOR NOTES

In this description, references to the “Company” refer only to Graham Packaging Company, L.P., and not to any of its subsidiaries, references to the “Issuers” refer only to Graham Packaging Company, L.P. and GPC Capital Corp. I, and not to any of their respective subsidiaries or their parent company, and references to the “Parent Guarantor” refer to Graham Packaging Holdings Company and not to any of its subsidiaries.

On September 23, 2010, the Issuers issued $250.0 million in aggregate principal amount of 8 ¹/4% senior notes due 2018 (the “2018 Senior Notes”), and entered into a registration rights agreement with the Guarantors and the initial purchasers of the 2018 Senior Notes. The outstanding unregistered notes were, and the exchange notes will be, issued under an indenture (the “Indenture”) dated September 23, 2010 among the Issuers, the subsidiary guarantors (the “Subsidiary Guarantors”) and the Parent Guarantor, and The Bank of New York Mellon, as Trustee (the “Trustee”). In this description, the term “Notes” refers to the outstanding unregistered 2018 Senior Notes and the corresponding exchange notes, the term “Indenture” refers to the indenture dated as of September 23, 2010, among the Issuers, the Guarantors and the Trustee, and the term “Registration Rights Agreement” refers to the registration rights agreement, dated as of September 23, 2010, among the Issuers, the Guarantors and the initial purchasers of the 2018 Senior notes. Copies of the Indenture and the Registration Rights Agreement may be obtained from the Issuer upon request.

The following is a summary of certain provisions of the Indenture, the Notes and the Registration Rights Agreement and does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the indenture, including the definitions of certain terms therein and those terms made a part thereof by the TIA. Capitalized terms used in this “Description of 2018 Senior Notes” section and not otherwise defined have the meanings set forth in the section “—Certain Definitions.”

The Issuers may issue additional Notes having identical terms and conditions to the Notes (the “Additional Notes”) from time to time. Any offering of Additional Notes is subject to the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” Except as set forth under “Legal Defeasance and Covenant Defeasance—Amendment, Supplement and Waiver,” the Notes and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Principal of, premium, if any, and interest on the Notes are payable, and the Notes may be exchanged or transferred, at the office or agency of the Issuer (which initially shall be the principal corporate trust office of the Trustee).

The Notes were issued only in fully registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. No service charge will be made for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith.

Brief Description of the Notes

The Notes:

• are general unsecured obligations of the Issuers;

• are guaranteed by the Parent Guarantor and by certain subsidiaries of the Company as described below;

• are pari passu in right of payment with all existing and future senior Indebtedness of the Issuers;

• are effectively subordinated to all secured debt of the Issuers and the Guarantors, including under the Senior Secured Credit Agreement, and structurally subordinated to the debt of any non-guarantor subsidiaries of the Company; and

• are senior in right of payment to any subordinated Indebtedness of the Issuers, including the Senior Subordinated Notes.

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As of June 30, 2010, on a pro forma basis after giving effect to the Transactions, the 2018 Senior Notes and related guarantees would have ranked: (i) equally in right of payment with $2,193.4 million aggregate principal amount of senior indebtedness (which is net of $25.2 million remaining unamortized discounts to be included as interest expense as the senior indebtedness matures and of which $1,943.1 million would have been secured); (ii) effectively junior in right of payment to $1,943.1 million aggregate principal amount of senior secured indebtedness (which is net of $22.1 million remaining unamortized discounts to be included as interest expense as the senior secured indebtedness matures and includes $13.8 million of secured capital leases and $0.2 million of other secured debt); and (iii) structurally subordinated to $15.6 million aggregate principal amount of indebtedness of our non-guarantor subsidiaries. In addition, the Company would have had $249.8 million of availability under its senior secured revolving credit facility, all of which availability would be secured if borrowed and effectively senior to the notes and guarantees.

Principal, Maturity and Interest

The Issuers issued $250.0 million aggregate principal amount of Notes. The Indenture governing the Notes provides for the issuance of Additional Notes, subject to compliance with the covenants contained in the Indenture. Any Additional Notes will be part of the same issue as the Notes and will vote on all matters with the Notes. The Notes will mature on October 1, 2018.

Interest on the Notes accrues at the rate of 8.250% per annum. Interest is payable semi-annually in arrears on April 1 and October 1, commencing on April 1, 2011. The Issuers make each interest payment to the holders of record of the Notes on the immediately preceding March 15 and September 15.

Interest on the Notes accrues from September 23, 2010 or, if interest has already been paid, from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a holder has given wire transfer instructions to the Company, the Issuers will pay all principal, interest and premium and Additional Interest (as defined under “—Registration Rights”), if any, on that holder’s Notes in accordance with those instructions. All other payments on the Notes are made at the office or agency of the paying agent and registrar unless the Issuers elect to make interest payments by check mailed to the holders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

The initial paying agent and registrar is the Trustee. The Company may change the paying agent or registrar without prior notice to the holders, and the Company or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

The Issuers’ Structure

The Company is a wholly-owned operating subsidiary of Holdings, which we sometimes refer to in this section as the “Parent Guarantor,” and CapCo I is a subsidiary corporation of the Company with no material operations of its own and only limited assets. The Parent Guarantor is not subject to any of the restrictive covenants described in this prospectus or in the Indenture governing the Notes.

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Guarantees

General

The obligations of the Issuers pursuant to the Notes, including any repurchase obligation resulting from a Change of Control, are unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Parent Guarantor and each Wholly Owned Restricted Subsidiary (other than a Foreign Subsidiary) of the Company that guarantees the Company’s obligations under the Senior Secured Credit Agreement (“Senior Obligation Guarantor”). Notwithstanding the foregoing, if at any time any non-Wholly Owned Restricted Subsidiary (other than a Foreign Subsidiary) that is a Senior Obligation Guarantor, but is not, pursuant to the immediately preceding sentence, required to be a Guarantor (a “Non-Wholly Owned Senior Obligation Guarantor”) constitutes, either alone or together with all other Non-Wholly Owned Senior Obligation Guarantors at such time (considered for this purpose as a single Subsidiary and determined on a combined or consolidated basis, as applicable), a Significant Subsidiary of the Company, then the Company shall within 20 days cause one or more Non-Wholly Owned Senior Obligation Guarantors to become Guarantors in accordance with the provisions of this section such that, after giving effect to all such additional Guarantors, no Non-Wholly Owned Senior Obligation Guarantor that is not a Guarantor, either alone or together with all other Non-Wholly Owned Senior Obligation Guarantors that are not Guarantors at such time (considered for this purpose as a single Subsidiary and determined as provided above), shall constitute a Significant Subsidiary of the Company.

Each Guarantee is limited to the maximum amount (after giving effect to all guarantees by it of senior indebtedness) that would not render the Guarantors’ obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. By virtue of this limitation, a Guarantor’s obligation under its Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Guarantee. See “Risk Factors—Risks Related to the Exchange Notes—Federal and state fraudulent transfer laws may permit a court to void the Notes and the guarantees, subordinate claims in respect of the Notes and the guarantees and require noteholders to return payments received and, if that occurs, you may not receive any payments on the Notes.”

Upon the guarantee by any Restricted Subsidiary of the obligations of the Company under the Senior Secured Credit Agreement that is, pursuant to the first paragraph of this section, required thereby to provide a Guarantee, the Company will cause each such Restricted Subsidiary (other than a Securitization Subsidiary) to execute a Supplemental Indenture, satisfactory in form and substance to the Trustee, pursuant to which such Restricted Subsidiary will become a Guarantor.

Release

A Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Notes if:

(a) in the case of Guarantor that is a Restricted Subsidiary, (i) all its assets or Capital Stock is sold or transferred, in each case in a transaction in compliance with the covenant described under “—Repurchase at the Option of Holders—Asset Sales,” (ii) the Guarantor merges with or into, or consolidates with or amalgamates with, or transfers all or substantially all its assets to, another Person in compliance with the covenant described under “—Certain Covenants—Merger, Consolidation or Sale of Assets,” or (iii) such Guarantor is designated an Unrestricted Subsidiary in accordance with the terms of the Indenture;

(b) such Guarantor has delivered to the Trustee a certificate of a Responsible Officer and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transaction have been complied with; and

(c) such Guarantor is released from its guarantee (if any) of the Senior Secured Credit Agreement.

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Optional Redemption

At any time on or prior to October 1, 2013, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes at a redemption price of 108.250% of the principal amount of the Notes, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, in each case, with the net cash proceeds of one or more Equity Offerings; provided that:

(1) at least 60% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and

(2) the redemption occurs within 120 days of the date of the closing of such Equity Offering.

The Notes may be redeemed, in whole or in part, at any time prior to October 1, 2014, at the option of the Issuers upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

On or after October 1, 2014, the Issuers may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes to be redeemed, if any, to the applicable redemption date, if redeemed during the twelve month period beginning on October 1 of the years indicated below:

Year	Percentage
2014	104.125	%
2015	102.063	%
2016 and thereafter	100.000	%

The Issuers may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture.

Any notice of any redemption may be given prior to the redemption thereof. Notice of any redemption upon any Equity Offering or in connection with a transaction (or series of related transactions) that constitutes a Change of Control may be given prior to the redemption thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or Change of Control, as the case may be.

Mandatory Redemption

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of the Notes will have the right to require the Issuers to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Issuers will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on such Notes repurchased, to

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the date of purchase. Within 30 days following any Change of Control, the Issuers will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such conflict.

On the Change of Control Payment Date, the Issuers will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers.

The paying agent will promptly mail to each holder of the Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

The provisions described above that require the Issuers to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture contains no provisions that permit the holders of the Notes to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of the Notes to require the Issuers to repurchase the Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and

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(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents.

The amount of (i) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed or satisfied by the transferee of any such assets and for which the Company and all Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the receipt thereof and (iii) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of (x) $100.0 million and (y) 3.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received without giving effect to subsequent changes in value) shall be deemed to be cash for purposes of clause (2) above and for no other purpose.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply those Net Proceeds at its option to:

(1) permanently reduce Obligations under (x) the Senior Secured Credit Agreement or other Obligations secured by a Lien, or (y) Indebtedness that ranks pari passu with the Notes or a Guarantee (provided that if the Company or a Guarantor shall so reduce Obligations under such Indebtedness, the Issuers will equally and ratably reduce Obligations under the Notes by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders of the Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, the pro rata principal amount of the Notes) or Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Company or an Affiliate of the Company (provided that in the case of any reduction of any revolving obligations, the Company or such Restricted Subsidiary shall effect a corresponding reduction of commitments with respect thereto);

(2) make an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other assets, in each of (A), (B) and (C), used or useful in a Permitted Business; and/or

(3) make an investment in or expenditures for (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and it results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each of (A), (B) and (C), replace the businesses, properties and assets that are the subject of such Asset Sale;

provided that the 365-day period provided above to apply any portion of Net Proceeds in accordance with clause (2) or (3) above shall be extended by an additional 180 days if by not later than the 365th day after receipt of such Net Proceeds the Company or a Restricted Subsidiary, as applicable, has entered into a bona fide binding commitment with a Person other than an Affiliate of the Company to make an investment of the type referred to in either such clause in the amount of such Net Proceeds.

When the aggregate amount of Net Proceeds not applied or invested in accordance with the preceding paragraph (“Excess Proceeds”) exceeds $20.0 million, the Issuers will make an offer (an “Asset Sale Offer”) to all holders of the Notes to purchase on a pro rata basis the maximum principal amount of such Notes that may be

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purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash.

Pending the final application of any Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture.

If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of the Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis. Additionally, the Issuer may, at its option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after the consummation of such Asset Sale. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Asset Sale provisions of the Indenture by virtue of such conflict.

Selection and Notice

If less than all the Notes under the Indenture are to be redeemed at any time, the Trustee will select such Notes for redemption as follows:

(1) if such Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Notes are listed; or

(2) if such Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method in accordance with the procedures of DTC.

No Notes of less than $1,000 can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the holder of Notes upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Certain Covenants

Set forth below are summaries of certain covenants contained in the Indenture. If on any date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the following covenants (collectively, the “Suspended Covenants”):

(1) “—Repurchase at the Option of Holders—Asset Sales”;

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(2) “—Restricted Payments”;

(3) “—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(4) “—Dividend and Other Payment Restrictions Affecting Subsidiaries”;

(5) “—Transactions with Affiliates”; and

(6) clause (4) of the first paragraph of “—Merger, Consolidation or Sale of Assets.”

In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under the Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (a) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating and/or (b) the Company or any of its Affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (b) above.

The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under the Indenture with respect to Notes; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be calculated as though the covenant described under the caption “—Restricted Payments” had been in effect prior to, but not during the Suspension Period, and (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (c) of the second paragraph of “—Incurrence of Indebtedness and Issuance of Preferred Stock.” Notwithstanding the foregoing, no Subsidiaries of the Company may be designated as Unrestricted Subsidiaries during the Suspension Period.

There can be no assurance that the Notes will ever achieve or maintain Investment Grade Ratings.

Restricted Payments

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(a) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation (other than (A) dividends or distributions by the Company payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary to the Company or any other Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

(b) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent corporation of the Company, including in connection with any merger or consolidation involving the Company;

(c) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, scheduled sinking fund payment or scheduled maturity,

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any Indebtedness subordinated or junior in right of payment to the Notes (other than (x) Indebtedness permitted under clauses (2), (6) and (7) of the definition of “Permitted Debt” or (y) the purchase, repurchase or other acquisition of Indebtedness subordinated or junior in right of payment to the Notes, as the case may be, purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition); or

(d) make any Restricted Investment

(all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and

(2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and the Restricted Subsidiaries after November 24, 2009 (excluding Restricted Payments permitted by clauses (1) but only to the extent such Restricted Payment would have otherwise been excluded, (2), (3), (4), (5), (6), (8), (9), (10), (11), (12), (13), (14) and (15) of the next succeeding paragraph), is less than the sum, without duplication, of

(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from January 1, 2005 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors of the Company, of property and marketable securities received by the Company since October 7, 2004 from the issue or sale of (x) Equity Interests of the Company (including Retired Capital Stock (as defined below)) (other than (i) Excluded Contributions, (ii) Designated Preferred Stock, (iii) cash proceeds and marketable securities received from the sale of Equity Interests to members of management, directors or consultants of the Company or any direct or indirect parent corporation of the Company and the Subsidiaries to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph and (iv) Refunding Capital Stock and, to the extent actually contributed to the Company, Equity Interests of the Company’s direct or indirect parent entities) and (y) debt securities of the Company that have been converted into such Equity Interests of the Company (other than Refunding Capital Stock or Equity Interests or convertible debt securities of the Company sold to a Restricted Subsidiary or the Company, as the case may be, and other than Disqualified Stock or debt securities that have been converted into Disqualified Stock), plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of property and marketable securities contributed to the capital of the Company following October 7, 2004 (other than (i) Excluded Contributions, (ii) the Cash Contribution Amount, (iii) contributions by a Restricted Subsidiary and (iv) Refunding Capital Stock), plus

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(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Board of Directors of the Company, of property and marketable securities received by means of

(A) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances which constitute Restricted Investments by the Company or its Restricted Subsidiaries or

(B) the sale (other than to the Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant to clause (5) or (13) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary, in each case not to exceed in the aggregate amount treated as a Restricted Investment, plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Board of Directors of the Company in good faith at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer of assets (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by a Restricted Subsidiary pursuant to clause (5) or (13) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment).

As of June 30, 2010, the amount available for Restricted Payments pursuant to this clause (3) was approximately $300.0 million.

The preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;

(2)   (A) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company or any direct or indirect parent entity (“Retired Capital Stock”) or Indebtedness subordinated to the Notes, as the case may be, in exchange for or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary or the Company) of Equity Interests of the Company or contributions to the equity capital of the Company (in each case, other than Disqualified Stock) (“Refunding Capital Stock”) and

(B) the declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary or the Company) of Refunding Capital Stock;

(3) the redemption, repurchase or other acquisition or retirement of Indebtedness subordinated to the Notes or a Guarantee thereof made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the borrower thereof, which is incurred in compliance with the covenant “—Incurrence of Indebtedness and Issuance of Preferred Stock” so long as

(A) the principal amount of such new Indebtedness does not exceed the principal amount of the Indebtedness subordinated to the Notes or a Guarantee thereof being so redeemed, repurchased, acquired or retired for value plus the amount of any reasonable premium, defeasance costs and fees required to be paid under the terms of the instrument governing the Indebtedness subordinated to the Notes or a Guarantee thereof being so redeemed, repurchased, acquired or retired,

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(B) such new Indebtedness is subordinated to the Notes or any such applicable Guarantee at least to the same extent as such Indebtedness subordinated to such Notes and/or Guarantee so purchased, exchanged, redeemed, repurchased, acquired or retired for value,

(C) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness subordinated to such Notes or a Guarantee thereof being so redeemed, repurchased, acquired or retired and

(D) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness subordinated to such Notes or a Guarantee thereof being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of common Equity Interests of the Company or any of its direct or indirect parent entities held by any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or (to the extent such person renders services to the businesses of the Company and its Subsidiaries) the Company’s direct or indirect parent entities, pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or arrangement; provided, however, that the aggregate amount of all such Restricted Payments made under this clause (4) does not exceed in any calendar year $10.0 million (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); and provided, further, that such amount in any calendar year may be increased by an amount not to exceed

(A) the cash proceeds from the sale of Equity Interests of the Company and, to the extent contributed to the Company, Equity Interests of any of its direct or indirect parent entities, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or (to the extent such person renders services to the businesses of the Company and its Subsidiaries) the Company’s direct or indirect parent entities, that occurs after the date of the Indenture plus

(B) the amount of any cash bonuses otherwise payable by the Company or to its members of management, directors or consultants of the Company or any of its Subsidiaries or (to the extent such person renders services to the businesses of the Company and its Subsidiaries) the Company’s direct or indirect parent entities, that are foregone in return for the receipt of Equity Interests of the Company or any direct or indirect parent entity of the Company pursuant to a deferred compensation plan of such entity plus

(C) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries, or by any direct or indirect parent entity to the extent contributed to the Company, after the date of the Indenture (provided that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (A), (B) and (C) above in any calendar year) less

(D) the amount of any Restricted Payments previously made pursuant to clauses (A), (B) and (C) of this clause (4);

(5) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (5) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or marketable securities, not to exceed the greater of (i) 2.0% of Total Assets and (ii) $50.0 million at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(6) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(7) the payment of dividends on the Company’s common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock) of up to 6.0% per annum of the net proceeds received by or contributed to the Company in any public offering,

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other than public offerings with respect to the Company’s or its parent’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

(8) Investments that are made with Excluded Contributions;

(9) the declaration and payment of dividends to, or the making of loans to, any direct or indirect parent entity in amounts required for it to pay:

(A)   (i) overhead, tax liabilities of such parent entity (including any distribution necessary to allow such parent entity to make a Tax Distribution in accordance with clause (B) below), legal, accounting and other professional fees and expenses, (ii) fees and expenses related to any equity offering, investment or acquisition permitted hereunder (whether or not successful) and (iii) other fees and expenses in connection with the maintenance of its existence and its ownership of the Company; and

(B)   (i) with respect to each tax year (or portion thereof) that such parent entity qualifies as a Flow Through Entity, a distribution by such parent entity to the holders of the Equity Interests of such parent entity of an amount equal to the product of (x) the amount of aggregate net taxable income allocated by such parent entity to the direct or indirect holders of the Equity Interests of such parent entity for such period and (y) the Presumed Tax Rate for such period and (ii) with respect to any tax year (or portion thereof) that such parent entity does not qualify as a Flow Through Entity, the payment of dividends or other distributions to any direct or indirect holders of Equity Interests of such parent entity in amounts required for such holder to pay federal, state or local income taxes (as the case may be) imposed directly on such holder to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries; provided, however, that in each case the amount of such payments in respect of any tax year does not exceed the amount that the Company and its Restricted Subsidiaries would have been required to pay in respect of federal, state or local taxes (as the case may be) in respect of such year if such parent entity and its Subsidiaries paid such taxes directly as a stand alone taxpayer (or stand alone group);

(10) distributions or payments of Securitization Fees;

(11) cash dividends or other distributions on the Company’s or any Restricted Subsidiary’s Capital Stock used to, or the making of loans, the proceeds of which will be used to, fund the payment of fees and expenses incurred in connection with the initial offering of the Notes or owed to Affiliates, in each case to the extent permitted by the covenant described under “—Transactions with Affiliates”;

(12) declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary issued in accordance with the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” to the extent such dividends are included in the definition of Fixed Charges;

(13) other Restricted Payments in an aggregate amount not to exceed the greater of (i) 2.0% of Total Assets and (ii) $50.0 million;

(14) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock issued after the date of the Indenture and the declaration and payment of dividends to any direct or indirect parent company of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock of any direct or indirect parent company of the Company issued after the date of the Indenture; provided, however, that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance on the first day of such period (and the payment of dividends or distributions) on a pro forma basis, the Company would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(15) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary of the Company by, Unrestricted Subsidiaries; and

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(16) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “Repurchase at the Option of Holders—Change of Control” and “—Repurchase at the Option of Holders—Asset Sales”; provided that all Notes duly tendered by holders of the Notes in connection with the related Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (5), (7), (13) and (15) above, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined in good faith by the Board of Directors of the Company.

The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of Unrestricted Subsidiary. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the second paragraph of the definition of Investments. Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time under this covenant or the definition of Permitted Investments and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants described in this prospectus or in the Indenture.

Incurrence of Indebtedness and Issuance of Preferred Stock

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur”), with respect to any Indebtedness (including Acquired Debt), and the Company will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) and any Restricted Subsidiary may issue Preferred Stock if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following (collectively, “Permitted Debt”):

(1) Indebtedness under Credit Facilities together with the incurrence of the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $2,200 million outstanding at any one time less the amount of all mandatory principal payments of term loans and permanent reductions in the revolving credit portion of the Credit Facilities actually made by the borrower thereunder with Net Proceeds from Asset Sales;

(2) Existing Indebtedness (other than Indebtedness described in clause (1));

(3) Indebtedness (including Capitalized Lease Obligations) incurred or issued by the Company or any Restricted Subsidiary to finance the purchase, lease or improvement of property (real or personal) or

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equipment that is used or useful in a Permitted Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (3), does not exceed 7.5% of Total Assets;

(4) Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims;

(5) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that such Indebtedness is not reflected on the balance sheet (other than by application of Accounting Standards Codification 460, “Guarantees” or as a result of an amendment to an obligation in existence on the Issue Date) of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (5));

(6) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any Restricted Subsidiary; provided, however, that

(A) any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that is owed and holds such Indebtedness ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the incurrence of such Indebtedness by the issuer thereof not permitted under this subclause (6)(A), and

(B) if the Company or any Guarantor is the obligor on such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of the Company with respect to the Notes or of such Guarantor with respect to its Guarantee;

(7) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such Preferred Stock ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted under this clause (7);

(8) Hedging Obligations of the Company or any Restricted Subsidiary (excluding Hedging Obligations entered into for speculative purposes);

(9) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees provided by the Company or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice;

(10) Indebtedness of the Company or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to this clause (10), does not at any one time outstanding exceed $150.0 million (it being understood that any Indebtedness or Preferred Stock incurred pursuant to this clause (10) shall cease to be deemed incurred or outstanding for

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purposes of this clause (10) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness or Preferred Stock under the first paragraph of this covenant without reliance on this clause (10));

(11) any guarantee by the Company or a Guarantor of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture;

(12) the incurrence by the Company or any Restricted Subsidiary of Indebtedness or Preferred Stock that serves to refund or refinance any Indebtedness incurred as permitted under the first paragraph of this covenant and clause (2) above, this clause (12) and clause (13) below or any Indebtedness issued to so refund or refinance such Indebtedness including additional Indebtedness incurred to pay premiums, defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced,

(B) to the extent such Refinancing Indebtedness refinances Indebtedness subordinated to or pari passu with the Notes or a Guarantee thereof, such Refinancing Indebtedness is subordinated to or pari passu with the Notes or a Guarantee thereof at least to the same extent as the Indebtedness being refinanced or refunded,

(C) shall not include Indebtedness or Preferred Stock of a Subsidiary that is not a Guarantor that refinances Indebtedness or Preferred Stock of the Company or a Guarantor,

(D) shall not be in a principal amount in excess of the principal amount of, premium, if any, defeasance costs, accrued interest on, and related fees and expenses of, the Indebtedness being refunded or refinanced and

(E) shall not have a stated maturity date prior to the Stated Maturity of the Indebtedness being refunded or refinanced;

provided, further, that subclauses (A), (B) and (E) of this clause (12) will not apply to any refunding or refinancing of any Indebtedness that is secured by a Lien;

(13) Indebtedness or Preferred Stock of Persons that are acquired by the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that such Indebtedness or Preferred Stock is not incurred in connection with or in contemplation of such acquisition or merger; and provided, further, that after giving effect to such acquisition or merger, either (A) the Company or such Restricted Subsidiary would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant or (B) the Fixed Charge Coverage Ratio would be equal to or greater than immediately prior to such acquisition;

(14) Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness, other than credit or purchase cards, is extinguished within five business days of its incurrence;

(15) Indebtedness of the Company or any Restricted Subsidiary of the Company supported by a letter of credit issued pursuant to a Credit Agreement in a principal amount not in excess of the stated amount of such letter of credit;

(16) Contribution Indebtedness;

(17) Indebtedness consisting of the financing of insurance premiums;

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(18) Indebtedness of Foreign Subsidiaries; provided, however, that the aggregate principal amount of Indebtedness incurred under this clause (18) which, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (18), does not exceed $75.0 million;

(19) Indebtedness incurred on behalf of or representing Guarantees of Indebtedness of joint ventures not in excess of $25.0 million at any time outstanding;

(20) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse to the Company or any Restricted Subsidiary of the Company other than a Securitization Subsidiary (except for Standard Securitization Undertakings); and

(21) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (1) through (20) above.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (21) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify and later reclassify such item of Indebtedness in any manner that complies with this covenant, and such item of Indebtedness will be treated as having been incurred pursuant to only one of such categories. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this covenant. Indebtedness under the Senior Secured Credit Agreement outstanding on November 24, 2009 will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. Indebtedness incurred under the Senior Secured Credit Agreement in connection with the Transactions will be deemed to have been incurred in reliance on the provisions contained in the first paragraph of this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

Liens

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures obligations under any Indebtedness on any asset or property of the Company or any Restricted Subsidiary that is a Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Indebtedness subordinated to the Notes or any such Guarantee, the Notes and any such applicable Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the applicable Guarantee or Guarantees are equally and ratably secured,

except that the foregoing shall not apply to:

(i) Liens securing the Notes and the related Guarantees; and

(ii) Permitted Liens.

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Dividend and Other Payment Restrictions Affecting Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions (x) in effect on the date of the Indenture, including, without limitation, pursuant to the Indenture, Existing Indebtedness or the Senior Secured Credit Agreement and related documentation, or (y) entered into thereafter so long as not materially more restrictive than those described in the preceding clause (x);

(2) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above in the first paragraph of this covenant on the property so acquired;

(3) applicable law or any applicable rule, regulation or order;

(4) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(5) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(6) secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under the captions “—Incurrence of Indebtedness and Issuance of Preferred Stock” and “—Liens” that limits the right of the debtor to dispose of the assets securing such Indebtedness;

(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(8) other Indebtedness of Restricted Subsidiaries (i) that are Guarantors which Indebtedness is permitted to be incurred pursuant to an agreement entered into subsequent to the date of the Indenture in accordance with the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” or (ii) that are Foreign Subsidiaries which Indebtedness is incurred subsequent to the date of the Indenture pursuant to covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(10) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business;

(11) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;

(12) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;

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(13) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1), (2), (4) and (8) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(14) any encumbrance or restriction that is in the good faith judgment of the Company necessary or advisable to effect the transactions contemplated under a Qualified Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary; or

(15) any encumbrances and restrictions that are no more restrictive, in the aggregate, than those in effect of the date of the Indenture.

Merger, Consolidation or Sale of Assets

Consolidation, Merger or Sale of Assets of the Company

The Company may not, directly or indirectly: (1) consolidate or merge with or into or wind up into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person; unless:

(1) either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a partnership, limited liability company or corporation organized or existing under the laws of the jurisdiction of organization of the Company or the United States, any state of the United States, the District of Columbia or any territory thereof (the Company or such Person, as the case may be, hereinafter referred to as the “Successor Company”);

(2) the Successor Company (if other than the Company) expressly assumes all the obligations of the Company under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee;

(3) immediately after such transaction no Default or Event of Default exists;

(4) after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Successor Company (if other than the Company), would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under “—Incurrence of Indebtedness and Issuance of Preferred Stock” determined on a pro forma basis (including pro forma application of the net proceeds therefrom), as if such transaction had occurred at the beginning of such four-quarter period, or (B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case clause (2) shall apply, shall have confirmed in writing that its Guarantee shall apply to such Person’s obligations under the Notes and the Indenture; and

(6) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such amendment or supplement (if any) comply with the Indenture.

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The Successor Company will succeed to, and be substituted for, the Company under the Indenture and the Notes. Notwithstanding the foregoing clauses (3) and (4), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or to another Restricted Subsidiary and (b) the Company may merge with an Affiliate incorporated solely for the purpose of incorporating or reincorporating the Company in a (or another) state of the United States, so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Consolidation, Merger or Sale of Assets by a Subsidiary Guarantor

Subject to the provisions described under “—Guarantees—Release,” no Subsidiary Guarantor shall consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person, unless:

(1) such Guarantor is the surviving person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a partnership, limited liability company or corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”);

(2) the Successor Guarantor (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under the Indenture pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction no Default or Event of Default exists; and

(4) the Company shall have delivered to the Trustee an Officer’s Certificate stating that such consolidation, merger or transfer and such amendment or supplement (if any) comply with the Indenture.

The Successor Guarantor will succeed to, and be substituted for, such Guarantor under the Indenture and the Registration Rights Agreement. Notwithstanding the foregoing, (1) a Guarantor may merge with an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in another state of the United States, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Guarantor is not increased thereby, (2) any Guarantor may merge into or transfer all or part of its properties and assets to the Company or another Guarantor and (3) a Guarantor may convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor. Notwithstanding anything to the contrary herein, except as expressly permitted under the Indenture no Guarantor shall be permitted to consolidate with, merge into or transfer all or part of its properties and assets to the Parent Guarantor.

Nothing contained in this covenant shall limit the Parent Guarantor’s ability to consolidate with, merge with, or sell any of its assets to, any Person, except the Company or Subsidiary Guarantors, to the extent provided in this covenant.

Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”) involving aggregate consideration in excess of $5.0 million, unless:

(1) the Affiliate Transaction is on terms that are not materially less favorable, taken as a whole, to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

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(2) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, a resolution of the Board of Directors set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members, if any, of the Board of Directors.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) transactions between or among the Company and/or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction;

(2) Restricted Payments and Permitted Investments (other than pursuant to clause (13) thereof) permitted by the Indenture;

(3) the payment to Sponsors or any other Permitted Holder of annual management, consulting, monitoring and advisory fees in an aggregate amount in any fiscal year not in excess of $5.0 million, plus reasonable out-of-pocket costs and expenses in connection therewith and unpaid amounts accrued for prior periods (but after the date of the Indenture), and the execution of any management or monitoring agreement subject to the same limitations;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Company, any Restricted Subsidiary or (to the extent such person renders services to the businesses of the Company and its Subsidiaries) any of the Company’s direct or indirect parent entities;

(5) payments by the Company or any Restricted Subsidiary to the Sponsors and any of their Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors of the Company in good faith;

(6) transactions in which the Company or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view;

(7) payments or loans (or cancellations of loans) to employees or consultants of the Company, any Restricted Subsidiary or (to the extent such person renders services to the businesses of the Company and its Subsidiaries) any of the Company’s direct or indirect parent entities, which are approved by a majority of the Board of Directors of the Company in good faith and which are otherwise permitted under the Indenture;

(8) payments made or performance under any agreement as in effect on the date of the Indenture or any amendment thereto (so long as any such amendment is not less advantageous to the holders of the Notes in any material respect than the original agreement as in effect on the date of the Indenture);

(9) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, the Recapitalization Agreement (including any registration rights agreement or purchase agreements related thereto to which it is party and any similar agreement that it may enter into thereafter); provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under any future amendment to the Recapitalization Agreement or under any similar agreement shall only be permitted by this clause (9) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to holders of Notes in any material respect;

(10) the payment of all fees and expenses related to the initial offering of the Notes;

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(11) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to the Company or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(12) if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of any parent entity to any Permitted Holder or of the Company to any parent entity or to any Permitted Holder;

(13) any transaction effected as part of a Qualified Securitization Financing;

(14) any employment agreements entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business;

(15) transactions with joint ventures for the purchase or sale of materials, equipment and services entered into in the ordinary course of business and in a manner consistent with past practice; and

(16) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company.

Payments for Consent

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all holders of such Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

Whether or not required by the SEC, so long as any Notes are outstanding, the Company will either file with the SEC or furnish to the holders of Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or (in the case of annual financial information) within 90 days after the end of each fiscal year, all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants.

In addition, whether or not required by the SEC, the Company will file a copy of all of the information and reports referred to above with the SEC for public availability within the time periods specified above (unless the SEC will not accept such a filing) and will make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the holders of such Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

So long as any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the reports, information and other documents required to be filed and furnished to holders of the Notes pursuant to this covenant may, at the option of the Company, be filed by and be those of such entity rather than the Company.

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Events of Default and Remedies

Under the Indenture, an Event of Default is defined as any of the following:

(1) the Issuers default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of or premium, if any, on the Notes;

(2) the Issuers default in the payment when due of interest on or with respect to the Notes and such default continues for a period of 30 days;

(3) an Issuer or a Guarantor defaults in the performance of, or breaches, any covenant, warranty or other agreement contained in the Indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clauses (1) or (2) above) and such default or breach continues for a period of 60 days after the notice specified below;

(4) the Company or a Restricted Subsidiary defaults under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary or the payment of which is guaranteed by the Company or any Restricted Subsidiary (other than Indebtedness owed to the Company or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is created after the date of the Indenture, if

(A) such default either (1) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity, and

(B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $35.0 million or more at any one time outstanding;

(5) certain events of bankruptcy affecting the Company or any Significant Subsidiary;

(6) the Company or any Significant Subsidiary fails to pay final judgments (other than any judgments covered by insurance policies issued by reputable and creditworthy insurance companies) aggregating in excess of $35.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; or

(7) any Guarantee of a Significant Subsidiary fails to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor denies or disaffirms its obligations under its Guarantee and such Default continues for 10 days.

If an Event of Default (other than an Event of Default specified in clause (5) above with respect to the Company) shall occur and be continuing, the Trustee or the holders of at least 25% in principal amount of outstanding Notes under the Indenture may declare the principal of and accrued interest on such Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. Notwithstanding the foregoing, if an Event of Default specified in clause (5) above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the Notes.

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The Indenture provides that, at any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the holders of a majority in principal amount of the outstanding Notes may rescind and cancel such declaration and its consequences:

(1) if the rescission would not conflict with any judgment or decree;

(2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

(3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

(4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

(5) in the event of the cure or waiver of an Event of Default of the type described in clause (5) of the description above of Events of Default, the Trustee shall have received an Officer’s Certificate and an opinion of counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

The holders of a majority in principal amount of the Notes may waive any existing Default or Event of Default under the Indenture, and its consequences, except a default in the payment of the principal of or interest on such Notes.

In the event of any Event of Default specified in clause (4) of the first paragraph above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events.

Holders of the Notes may not enforce the Indenture or such Notes except as provided in the Indenture and under the TIA, as amended. Subject to the provisions of the Indenture relating to the duties of the Trustee, such Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the holders of the Notes, unless such holders have offered to such Trustee reasonable indemnity. Subject to all provisions of the Indenture and applicable law, the holders of a majority in aggregate principal amount of the then outstanding Notes issued under the Indenture have the right to direct the time, method and place of conducting any proceeding for any remedy available to such Trustee or exercising any trust or power conferred on such Trustee.

The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Issuers or any direct or indirect parent entity, as such, has any liability for any obligations of the Issuers under the Notes, the Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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Legal Defeasance and Covenant Defeasance

The Issuers may, at their option and at any time, elect to have all of their obligations discharged with respect to the outstanding Notes (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium on such Notes when such payments are due from the trust referred to below;

(2) the Issuers’ obligations with respect to the Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Issuers may, at their option and at any time, elect to have the obligations of the Issuers released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including nonpayment, bankruptcy, receivership, rehabilitation and insolvency events of the Company but not its Restricted Subsidiaries) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance under the Indenture:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding Notes on the Stated Maturity or on the redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuers have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuers have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the respective outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens in connection therewith) or insofar as Events of Default (other than Events of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens in connection therewith) resulting from the borrowing of funds or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

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(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument, including without limitation, the Senior Secured Credit Agreement, (other than the Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;

(6) the Issuers must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of preferring the holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and

(7) the Issuers must deliver to the Trustee an Officer’s Certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture or the Notes may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes.

Without the consent of each holder affected, an amendment or waiver of the Indenture may not (with respect to any Notes held by a non-consenting holder):

(1) reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any such Note or alter the provisions with respect to the redemption of such Notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on such Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any such Note payable in money other than that stated in such Notes;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of such Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on such Notes;

(7) waive a redemption payment with respect to any Note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);

(8) modify the subsidiary Guarantees in any manner adverse to the holders of such Notes;

(9) modify or change any provision of the Indenture or the related definitions affecting ranking in a manner that materially adversely affect the holders; or

(10) make any change in the preceding amendment and waiver provisions.

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Notwithstanding the preceding, without the consent of any holder of Notes, the Company and the Trustee may amend or supplement the Indenture or the Notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of the Company’s obligations to holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets;

(4) to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the Indenture of any such holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; or

(6) to add a guarantee of the Notes.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes, when:

(1) either:

(a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and such Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or

(b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one year and the Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

(2) the Issuers have paid or caused to be paid all sums payable by them under the Indenture; and

(3) the Issuers have delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officer’s Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the Trustee becomes a creditor of an Issuer, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The holders of a majority in principal amount of the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and is continuing, the Trustee

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will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes, unless such holder has offered to such Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The Indenture, the Notes and the Guarantees are governed by, and construed in accordance with, the laws of the State of New York.

Registration Rights

On September 23, 2010, the Issuers, the Guarantors and the initial purchasers of the Notes entered into a registration rights agreement (the “Registration Rights Agreement”). In the Registration Rights Agreement, each of the Issuers and the Guarantors have agreed that they will, at their expense, for the benefit of the holders of the Notes, (i) file one or more registration statements on an appropriate registration form (each, an “exchange offer registration statement”) with respect to a registered offer (each, an “exchange offer”) to exchange the Notes for new notes guaranteed by the Guarantors on a senior basis with terms substantially identical in all material respects to the Notes (the Notes so exchanged, the “exchange notes”), (except that the exchange notes will not contain terms with respect to transfer restrictions) and (ii) use their reasonable best efforts to cause each exchange offer registration statement to be declared effective under the Securities Act. Upon an exchange offer registration statement being declared effective, we will offer the applicable exchange notes (and the related guarantees) in exchange for surrender of the Notes. We will keep each exchange offer open for not less than 20 business days (or longer if required by applicable law) after the date notice of the applicable exchange offer is mailed to the holders. For each of the Notes surrendered to us pursuant to an exchange offer, the holder who surrendered such Note will receive a related exchange note having a principal amount equal to that of the surrendered Note. Interest on each exchange note will accrue (A) from the later of (i) the last interest payment date on which interest was paid on the Note surrendered in exchange therefor or (ii) if the Note is surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no interest has been paid on such note, from the original issue date of the Notes.

Under existing interpretations of the SEC contained in several no-action letters to third parties, the exchange notes and the related guarantees will be freely transferable by holders thereof (other than our affiliates) after the applicable exchange offer without further registration under the Securities Act; provided, however, that each holder that wishes to exchange its Notes for exchange notes will be required to represent (i) that any exchange notes to be received by it will be acquired in the ordinary course of its business, (ii) that, at the time of the commencement of the applicable exchange offer, it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of Securities Act) of the applicable exchange notes in violation of the Securities Act, (iii) that it is not an “affiliate” (as defined in Rule 405 promulgated under Securities Act) of ours, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of applicable exchange notes and (v) if such holder is a broker-dealer (a “participating broker-dealer”) that will receive exchange notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of such exchange notes. We will agree to make available, during the period required by the Securities Act, a prospectus meeting the requirements of the Securities Act for use by participating broker-dealers and other persons, if any, with similar prospectus delivery requirements for use in connection with any resale of exchange notes.

If (i) because of any change in law or in currently prevailing interpretations of the Staff of the SEC, we are not permitted to effect an exchange offer, (ii) an exchange offer is not consummated within 365 days of the original issue date of the Notes, (iii) in certain circumstances, certain holders of unregistered exchange notes so

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request, or (iv) in the case of any holder that participates in an exchange offer, such holder does not receive exchange notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an affiliate of ours within the meaning of the Securities Act), then, in each case, we will (x) promptly deliver to the holders and the applicable trustee written notice thereof and (y) at our sole expense, (a) promptly file a shelf registration statement covering resales of the Notes and (b) use our reasonable best efforts to keep effective such shelf registration statement until the earliest of (i) two years after the original issue date of the Notes or (ii) such time as all of the applicable Notes have been sold (the “shelf registration period”). We will, in the event that a shelf registration statement is filed, provide to each holder whose Notes are registered under such shelf registration statement copies of the prospectus that is a part of such shelf registration statement, notify each such holder when such shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the applicable notes. A holder that sells Notes pursuant to a shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a holder (including certain indemnification rights and obligations).

If (A) we have not exchanged exchange notes for all Notes validly tendered in accordance with the terms of an exchange offer on or prior to the 365th day after the original issue date of the Notes or (B) if applicable, a shelf registration statement covering resales of Notes has been declared effective and such shelf registration statement ceases to be effective at any time during the shelf registration period (subject to certain exceptions), then additional interest (“Additional Interest”) shall accrue on the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) commencing on (x) the 366th day after the original issue date of the Notes, in the case of (A) above, or (y) the day such shelf registration statement ceases to be effective, in the case of (B) above; provided, however, that upon the exchange of exchange notes for all Notes tendered (in the case of clause (A) above), or upon the effectiveness of a shelf registration statement that had ceased to remain effective (in the case of clause (B) above), Additional Interest on such Notes as a result of such clause (or the relevant sub-clause thereof), as the case may be, shall cease to accrue.

Any amounts of Additional Interest due will be payable in cash on the same original interest payment dates as interest on the Notes is payable.

The exchange notes will be accepted for clearance through The Depository Trust Company.

This summary of the provisions of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Registration Rights Agreement, copies of which will be available from us upon request.

Consent to Jurisdiction and Service of Process

Each Issuer has irrevocably and unconditionally: (1) submitted itself and its property in any legal action or proceeding relating to the Indenture to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the general jurisdiction of the Courts of the State of New York, sitting in the Borough of Manhattan, The City of New York, the courts of the United States of America for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought against it as defendant; (2) consented that any such action or proceeding may be brought in such courts and waived any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (3) appointed CT Corporation System, currently having an office at 111 Eighth Avenue, New York, New York 10011, as its agent to receive on its behalf service of all process in any such action or proceeding, such service being hereby acknowledged by the Issuers to be effective and binding in every respect.

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Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person; and

(2) Indebtedness secured by an existing Lien encumbering any asset acquired by such specified Person; but excluding in any event Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person.

“Additional Interest” has the meaning ascribed to such term in the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Applicable Premium” means with respect to any Note on the applicable redemption date, the greater of:

(1) 1.0% of the then outstanding principal amount of such Note; and

(2) the excess of:

(a) the present value at such redemption date of (i) the redemption price of the Notes at October 1, 2014, (such redemption prices being set forth in the tables appearing above under the caption “—Optional Redemption”), plus (ii) all required interest payments due on the Notes through October 1, 2014, (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the then outstanding principal amount of such Note.

“Asset Sale” means (i) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets of the Company or any Restricted Subsidiary (each referred to in this definition as a “disposition”) or (ii) the issuance or sale of Equity Interests of any Restricted Subsidiary (whether in a single transaction or a series of related transactions), in each case, other than:

(1) a disposition of Cash Equivalents, Investment Grade Securities or obsolete or worn out property or equipment in the ordinary course of business or inventory (or other assets) held for sale in the ordinary course of business;

(2) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to the covenant contained under the caption “—Merger, Consolidation or Sale of Assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;

(3) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, pursuant to the covenant contained under the caption “Certain Covenants—Restricted Payments”;

(4) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $15.0 million;

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(5) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to another Restricted Subsidiary;

(6) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(7) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(8) sales of assets received by the Company or any Restricted Subsidiary upon foreclosures on a Lien;

(9) sales of Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” to a Securitization Subsidiary in connection with any Qualified Securitization Financing; and

(10) a transfer of Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” (or a fractional undivided interest therein) by a Securitization Subsidiary in a Qualified Securitization Financing.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means (a) with respect to a corporation, the board of directors of the corporation; (b) with respect to a partnership, the Board of Directors of the general partner or manager of the partnership; and (c) with respect to any other Person, the board or committee of such Person serving a similar function.

“CapCo I” means GPC Capital Corp. I, a Delaware corporation.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Cash Contribution Amount” means the aggregate amount of cash contributions made to the capital of the Company described in the definition of “Contribution Indebtedness.”

“Cash Equivalents” means:

(1) U.S. dollars, pounds sterling, Euros, or, in the case of any foreign subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(2) direct obligations of the United States of America or any member of the European Union or any agency thereof or obligations guaranteed by the United States of America or any member of the European Union or any agency thereof, in each case with maturities not exceeding two years;

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(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of 12 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any lender party to a Credit Agreement or with any commercial bank having capital and surplus in excess of $250,000,000;

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper maturing within 12 months after the date of acquisition and having a rating of at least A-1 from Moody’s or P-1 from S&P;

(6) securities with maturities of two years or less from the date of acquisition issued or fully guaranteed by any State, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A-2 by Moody’s;

(7) investment funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition; and

(8) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $500.0 million.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above; provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder;

(2) either the Parent Guarantor or the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of 50% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent corporations; or

(3) the first day on which the Board of Directors of Graham Packaging Company Inc. shall cease to consist of a majority of directors who (i) were members of its Board of Directors on the date of the Indenture or (ii) were either (x) nominated for election by the Board of Directors of Graham Packaging Company Inc., a majority of whom were directors on the date of the Indenture or whose election or nomination for election was previously approved by a majority of such initial or subsequent directors, or (y) designated or appointed by a Permitted Holder.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect on the date of the Indenture, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

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“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, (I) the sum, without duplication, of: (a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount or premium, the interest component of Capitalized Lease Obligations and net cash payments and receipts (if any) pursuant to interest rate Hedging Obligations, but excluding (i) amortization of deferred financing fees, (ii) non-cash interest expense attributable to the movement in the fair value of Hedging Obligations or other derivative instruments or the reclassification of amounts out of accumulated other comprehensive income pursuant to GAAP, (iii) any Additional Interest or any comparable additional interest payable in connection with obligations under registration rights agreements, (iv) any expense resulting from a premium or discount arising in connection with the application of purchase accounting, (v) the recording of a debt modification at fair value, (vi) expensing of any bridge or other financing fees and expenses, and (vii) any interest expense on Indebtedness of a third party that is not an Affiliate of a parent entity of the Company or any of its Subsidiaries and that is attributable to supply or lease arrangements as a result of consolidation under GAAP or attributable to “take-or-pay” contracts accounted for in a manner similar to a capital lease under GAAP, in either case so long as the underlying obligations under any such supply or lease arrangement or such “take-or-pay” contract are not treated as Indebtedness as provided in clause (2) of the proviso to the definition of “Indebtedness”), and (b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, Securitization Fees), less (II) interest income of such Person and its Restricted Subsidiaries.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that

(1) any net after-tax extraordinary or non-recurring gains or losses (less all fees and expenses relating thereto) or income or expense or charge (including, without limitation, severance, relocation and other restructuring costs and legal and settlement expense related to the Constar intellectual property litigation incurred prior to the date of the Indenture) including, without limitation, any severance, direct transition expenses, change in control payments and fees, expenses or charges related to any offering of Equity Interests of such Person, any Investment, acquisition, refinancing or amendment or modification or any debt instrument or any Indebtedness permitted to be incurred hereunder (in each case, whether or not successful), in each case shall be excluded;

(2) the cumulative effect of a change in accounting principles during such period shall be excluded;

(3) any net after-tax income or loss from discontinued operations and any net after-tax gain or loss on disposal of discontinued operations shall be excluded;

(4) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Company) shall be excluded;

(5) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness and Hedging Obligations shall be excluded;

(6) amount equal to the amount of Tax Distributions to any parent entity shall be included as though such amounts had been paid as income taxes or other expenses directly by such Person;

(7)  (A) the Net Income for such period of any Person that is not a Subsidiary, or that is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the

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extent of the amount of dividends or distributions or other payments in respect of equity that are actually paid in cash (or to the extent converted into cash) by the referent Person to the Company or a Restricted Subsidiary thereof in respect of such period and

(B) the Net Income for such period shall include any dividend, distribution or other payments in respect of equity paid in cash by such Person to the Issuer or a Restricted Subsidiary thereof in excess of the amounts included in clause (A);

(8)  (A) any increase in amortization or depreciation, and adjustments to deferred revenue or debt, or any one-time non-cash charges (such as purchased in-process research and development or capitalized manufacturing profit in inventory) resulting from purchase accounting (including the effects of such purchase accounting pushed down to Company and its Restricted Subsidiaries) or conforming accounting principles in connection with any acquisition, (B) effects of fair value adjustments to contingent consideration in connection with an acquisition and (C) effects of any premium or discount arising from the recording of a debt modification at fair value in accordance with GAAP, shall be excluded;

(9) accruals and reserves that are established within twelve months after the date of a transaction and that are so required to be established as a result of such transactions in accordance with GAAP shall be excluded;

(10) any non-cash impairment charge or asset write-off, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded;

(11) any non-cash compensation expense realized from grants of stock appreciation or similar rights, stock options or restricted stock or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries shall be excluded;

(12) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of “Certain Covenants—Restricted Payments,” the Net Income for such period of any Restricted Subsidiary (other than a Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) by such Person to the Company or another Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(13)  (a) any net non-cash gain, loss, income or expense resulting in such period from Hedging Obligations and the application of fair value accounting under GAAP and (b) any net unrealized gain, loss, income or expense resulting in such period from currency translation including those (i) related to currency remeasurements of Indebtedness or intercompany loans and (ii) resulting from hedge agreements for currency exchange risk, shall be excluded;

(14) cost of sales will be reflected on a FIFO basis; and

(15) the portion of Net Income attributable to non-controlling interests of Restricted Subsidiaries shall be excluded.

Notwithstanding the foregoing, for the purpose of the covenant contained under the caption “Certain Covenants—Restricted Payments” only (other than clause (3)(d) of the first paragraph thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments by the Company and the Restricted Subsidiaries, any repayments of loans and advances

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which constitute Restricted Investments by the Company and any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of the first paragraph of the covenant contained under the caption “Certain Covenants—Restricted Payments.”

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Contribution Indebtedness” means Indebtedness of the Company or any Guarantor in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Company after the date of the Indenture; provided that:

(1) if the aggregate principal amount of such Contribution Indebtedness is greater than the aggregate amount of such cash contributions to the capital of the Company, the amount in excess shall be Indebtedness (other than Indebtedness that is secured by a Lien) with a Stated Maturity later than the Stated Maturity of the Notes, and

(2) such Contribution Indebtedness (a) is incurred within 180 days after the making of such cash contribution and (b) is so designated as Contribution Indebtedness pursuant to an Officer’s Certificate on the incurrence date thereof.

“Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Secured Credit Agreement, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

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“Designated Preferred Stock” means Preferred Stock of the Company or any direct or indirect parent company of the Company (other than Disqualified Stock), that is issued for cash (other than to the Company or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the covenant described under “—Certain Covenants—Restricted Payments.”

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than as a result of a change of control or asset sale), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the final maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Parent Guarantor or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Parent Guarantor or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, and in each case (other than clause 9) to the extent deducted in calculating Consolidated Net Income for such period:

(1) provision for taxes based on income, profits or capital of such Person for such period, including, without limitation, state, franchise and similar taxes (such as the Pennsylvania capital tax, Texas franchise tax, Washington Business and Occupation Tax and Michigan single business tax) (including any Tax Distribution taken into account in calculating Consolidated Net Income), plus

(2) Consolidated Interest Expense, together with the items excluded pursuant to clauses (I)(a)(i) through (I)(a)(vii) thereof, plus

(3) Consolidated Depreciation and Amortization Expense of such Person for such period, plus

(4) the non-cash portion of “straight line” rent expense, plus

(5) the portion of Net Income attributable to non-controlling interests in Subsidiaries in such period, plus

(6) the amount of any expense to the extent a corresponding amount is received in cash by the Company and its Restricted Subsidiaries from a Person other than the Company or any Subsidiary of the Company under any agreement providing for reimbursement of any such expense; provided that such reimbursement payment has not been included in determining Consolidated Net Income or EBITDA (it being understood that if the amounts received in cash under any such agreement in any period exceed the amount of expense in respect of such period, such excess amounts received may be carried forward and applied against expense in future periods), plus

(7) the amount of management, consulting, monitoring and advisory fees and related expenses paid to the Sponsors or any other Permitted Holder (or any accruals related to such fees and related expenses) during such period; provided that such amount shall not exceed $5.0 million in any four quarter period, plus

(8) without duplication, any other non-cash charges (excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period), plus

(9) any net losses resulting from Hedging Obligations entered into in the ordinary course of business relating to intercompany loans, to the extent that the notional amount of the related Hedging Obligation does not exceed the principal amount of the related intercompany loan, less

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(10) the sum of, without duplication, (1) non-cash items increasing Consolidated Net Income for such period (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges or asset valuation adjustments made in any prior period), (2) any cash dividends paid on non-controlling interests described in clause (5) above, (3) the cash portion of “straight line” rent expense which exceeds the amount expensed in respect of such rent expense and (4) any net gains resulting from Hedging Obligations entered into in the ordinary course of business relating to intercompany loans, to the extent that the notional amount of the related Hedging Obligation does not exceed the principal amount of the related intercompany loan.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Company or any or its direct or indirect parent corporations (excluding Disqualified Stock), other than (i) public offerings with respect to common stock of the Company or of any direct or indirect parent corporation of the Company, in each case registered on Form S-8 and (ii) any such public or private sale that constitutes an Excluded Contribution.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds, in each case received by the Company and its Restricted Subsidiaries from:

(1) contributions to its common equity capital; and

(2) the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company or any Subsidiary) of Capital Stock (other than Disqualified Stock), in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph of the covenant contained under the caption “Certain Covenants—Restricted Payments.”

“Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreements) in existence on the date of the Indenture (including the Notes issued on the date of the Indenture and any exchange Notes issued in exchange therefor).

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period consisting of such Person and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness or issues or repays Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations (as determined in accordance with GAAP) that have been made by the Company or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, consolidation that would have required adjustment pursuant to this

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definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period. For purposes of this definition, whenever pro forma effect is to be given to an acquisition or other Investment and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the SEC, except that such pro forma calculations may include operating expense reductions for such period resulting from the acquisition which is being given pro forma effect that have been realized or for which the steps necessary for realization have been taken or are reasonably expected to be taken within six months following any such acquisition, including, but not limited to, the execution or termination of any contracts, the termination of any personnel or the closing (or approval by the Board of Directors of the Company of any closing) of any facility, as applicable; provided that, in either case, such adjustments are set forth in an Officer’s Certificate signed by the Company’s chief financial officer and another Officer which states (i) the amount of such adjustment or adjustments, (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officer’s Certificate at the time of such execution and (iii) that any related incurrence of Indebtedness is permitted pursuant to the Indenture. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, (a) Consolidated Interest Expense of such Person for such period, (b) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person and (c) all cash dividends paid, accrued and/or scheduled to be paid or accrued during such period (excluding items eliminated in consolidation) of any series of Disqualified Stock.

“Flow Through Entity” means an entity that is treated as a partnership not taxable as a corporation, a grantor trust or a disregarded entity for United States federal income tax purposes or subject to treatment on a comparable basis for purposes of state, local or foreign tax law.

“Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the United States of America or any state or territory thereof and any direct or indirect subsidiary of such Restricted Subsidiary.

“GAAP” means generally accepted accounting principles in the United States in effect on the date of the Indenture. For purposes of the Indenture, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted Subsidiary.

“Government Securities” means securities that are

(a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

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which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“Guarantee” means any guarantee of the obligations of the Issuers under the Indenture and the Notes by a Guarantor in accordance with the provisions of the Indenture. When used as a verb, “Guarantee” shall have a corresponding meaning.

“Guarantor” means any Person that incurs a Guarantee of the Notes; provided, that upon the release and discharge of such Person from its Guarantee in accordance with the Indenture, such Person shall cease to be a Guarantor.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Indebtedness” means, with respect to any Person,

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent,

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or, without double counting, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (A) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (B) reimbursement obligations in respect of trade letters of credit obtained in the ordinary course of business with expiration dates not in excess of 365 days from the date of issuance (x) to the extent undrawn or (y) if drawn, to the extent repaid in full within 20 business days of any such drawing; or

(d) representing any Hedging Obligations,

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) Disqualified Stock of such Person;

(3) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business);

(4) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); and

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(5) to the extent not otherwise included, the amount then outstanding (i.e., advanced, and received by, and available for use by, the Company or any of its Restricted Subsidiaries) under any Securitization Financing (as set forth in the books and records of the Company or any Restricted Subsidiary and confirmed by the agent, trustee or other representative of the institution or group providing such Securitization Financing);

provided , however, that

(1) Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money and contingent consideration arising in connection with acquisitions recorded in accordance with GAAP to the extent that the amount of such consideration has not been finally determined and are not contingencies that will be satisfied solely through the passage of time, and

(2) Indebtedness of a third party that is not an Affiliate of the Parent Guarantor or any of its Subsidiaries that is attributable to supply or lease arrangements as a result of consolidation under GAAP or attributable to “take-or-pay” contracts accounted for in a manner similar to a capital lease under GAAP, in either case so long as (i) such supply or lease arrangements or such take-or-pay contracts are entered into in the ordinary course of business, (ii) the Board of Directors of the Parent Guarantor has approved any such supply or lease arrangement or any such take-or-pay contract and (iii) notwithstanding anything to the contrary contained in the definition of EBITDA, the related expense under any such supply or lease arrangement or under any such take-or-pay contract is treated as an operating expense that reduces EBITDA,

shall be deemed not to constitute Indebtedness.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant to Persons engaged in a Permitted Business of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued by the U.S. government or by any agency or instrumentality thereof and directly and fully guaranteed or insured by the U.S. government (other than Cash Equivalents),

(2) investments in any fund that invests exclusively in investments of the type described in clause (1) which fund may also hold immaterial amounts of cash pending investment and/or distribution, and

(3) corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company in accordance with the terms of an arrangement or agreement in effect at the time such Subsidiary was originally

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acquired by the Company or a Restricted Subsidiary, such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described under “Certain Covenants—Restricted Payments.”

For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Certain Covenants—Restricted Payments,” (i) ”Investments” shall include the portion (proportionate to the Company’s Equity Interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Company’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company; and (iii) any transfer of Capital Stock that results in an entity which became a Restricted Subsidiary after the date of the Indenture ceasing to be a Restricted Subsidiary shall be deemed to be an Investment in an amount equal to the fair market value (as determined by the Board of Directors of the Company in good faith as of the date of initial acquisition) of the Capital Stock of such entity owned by the Company and the Restricted Subsidiaries immediately after such transfer.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities (other than securities representing an interest in a joint venture that is not a Subsidiary), any purchase option, call or similar right of a third party with respect to such securities.

“Management Group” means the group consisting of the directors, executive officers and other management personnel of the Company and its direct and indirect parent entities, as the case may be, on the date of the Indenture together with (1) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of the Company or such parent entity or entities, as the case may be, was approved by a vote of a majority of the directors of the Company or such parent entities, as the case may be, then still in office who were either directors on the date of the Indenture or whose election or nomination was previously so approved and (2) executive officers and other management personnel of the Company or such parent entity or entities, as the case may be, hired at a time when the directors on the date of the Indenture together with the directors so approved constituted a majority of the directors of the Company or such parent entity or entities, as the case may be.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Income” means, with respect to any Person, the net income (loss) of such Person (including the portion of such net income attributable to non-controlling interests of Subsidiaries), determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends or accretion of any Preferred Stock.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of Indebtedness

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relating to the disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to the second paragraph of the covenant described under “—Repurchase at the Option of Holders—Asset Sales”) to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the Company as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law), penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company or a Guarantor, as applicable.

“Officer’s Certificate” means a certificate signed on behalf of the Company by an Officer of the Company, or on behalf of a Guarantor by an Officer of such Guarantor, who is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company or the Guarantor, as applicable, that meets the requirements set forth in the Indenture.

“Parent Guarantor” means Graham Packaging Holdings Company, as its successors and assigns.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of assets used or useful in a Permitted Business or a combination of such assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with the covenant described under “—Repurchase at the Option of Holders—Asset Sales.”

“Permitted Business” means the plastic container business and any services, activities or businesses incidental or directly related or similar thereto, any line of business engaged in by the Company or any of its Subsidiaries on the date of the Indenture or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“Permitted Debt” is defined under the caption “Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.”

“Permitted Holders” means, at any time, each of (i) the Sponsors and their Affiliates (not including, however, any portfolio companies of any of the Sponsors), (ii) the Management Group, with respect to not more than 10% of the total voting power of the Equity Interests of the Parent Guarantor and (iii) Graham Alternative Investment Partners I. Any person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

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“Permitted Investments” means:

(1) any Investment by the Company in any Restricted Subsidiary or by a Restricted Subsidiary in the Company or another Restricted Subsidiary;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person that is engaged in a Permitted Business if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary;

(4) any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions described above under the caption “—Repurchase at the Option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on November 24, 2009 and Investments made pursuant to binding commitments in effect on November 24, 2009;

(6)  (A) loans and advances to officers, directors and employees, not in excess of $20.0 million in the aggregate outstanding at any one time and (B) loans and advances of payroll payments and expenses to officers, directors and employees in each case incurred in the ordinary course of business;

(7) any Investment acquired by the Company or any Restricted Subsidiary (A) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8) Hedging Obligations permitted under clause (8) of the definition of “Permitted Debt”;

(9) any Investment by the Company or a Restricted Subsidiary in a Permitted Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (9) that are at that time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of cash and/or marketable securities), not to exceed 5.0% of Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Company after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be a Restricted Subsidiary;

(10) Investments resulting from the receipt of non-cash consideration in an Asset Sale received in compliance with the covenant described under “—Repurchase at the Option of Holders—Asset Sales”;

(11) Investments the payment for which consists of Equity Interests of the Company or any of its parent companies (exclusive of Disqualified Stock);

(12) guarantees (including Guarantees) of Indebtedness permitted under the covenant contained under the caption “Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” and performance guarantees consistent with past practice;

(13) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the covenant described under “Certain Covenants—Transactions with Affiliates” (except transactions described in clauses (2), (6), (7) and (11) of the second paragraph thereof);

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(14) Investments of a Restricted Subsidiary acquired after the date of the Indenture or of an entity merged into the Company or merged into or consolidated with a Restricted Subsidiary in accordance with the covenant described under “Certain Covenants—Merger Consolidation or Sale of Assets” after the date of the Indenture to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(15) guarantees by the Company or any Restricted Subsidiary of operating leases (other than Capitalized Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by any Restricted Subsidiary in the ordinary course of business;

(16) Investments consisting of licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(17) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

(18) any Investment in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Financing or any related Indebtedness; provided, however, that any Investment in a Securitization Subsidiary is in the form of a Purchase Money Note, contribution of additional Securitization Assets or an equity interest; and

(19) additional Investments by the Company or any of its Restricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (19), not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Liens” means the following types of Liens:

(1) deposits of cash or government bonds made in the ordinary course of business to secure surety or appeal bonds to which such Person is a party;

(2) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice;

(3) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(4) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(5) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(6) Liens securing Hedging Obligations so long as the related Indebtedness is permitted to be incurred under the Indenture and is secured by a Lien on the same property securing such Hedging Obligation;

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(7) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(8) Liens in favor of the Company or any Restricted Subsidiary;

(9) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Liens referred to in clauses (3), (4), (24) and (25) of this definition; provided, however, that (A) such new Lien shall be limited to all or part of the same property that secured the original Liens (plus improvements on such property), and (B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (1) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (3), (4), (24) and (25) at the time the original Lien became a Permitted Lien under the Indenture and (2) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(10) Liens on Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” incurred in connection with any Qualified Securitization Financing;

(11) Liens for taxes, assessments or other governmental charges or levies not yet delinquent, or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted or for property taxes on property that the Company or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(12) Liens securing judgments for the payment of money in an aggregate amount not in excess of $40.0 million (except to the extent covered by insurance and the Trustee shall be reasonably satisfied with the credit of such insurer), unless such judgments shall remain undischarged for a period of more than 30 consecutive days during which execution shall not be effectively stayed;

(13)  (A) pledges and deposits made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (B) pledges and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Parent Guarantor, the Company or any Restricted Subsidiary;

(14) landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Company or any Restricted Subsidiary shall have set aside on its books reserves in accordance with GAAP;

(15) zoning restrictions, easements, trackage rights, leases (other than Capitalized Lease Obligations), licenses, special assessments, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Company or any Restricted Subsidiary;

(16) Liens that are contractual rights of set-off (A) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (B) relating to pooled deposit or sweep accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of the Company or any Restricted Subsidiary in the ordinary course of business;

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(17) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights;

(18) Liens securing obligations in respect of trade related letters of credit permitted under the caption “Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof;

(19) any interest or title of a lessor under any lease or sublease entered into by the Company or any Restricted Subsidiary in the ordinary course of business;

(20) licenses of intellectual property granted in a manner consistent with past practice;

(21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(22) Liens solely on any cash earnest money deposits made by the Company or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(23) other Liens securing Indebtedness for borrowed money with respect to property or assets of the Company or a Restricted Subsidiary with an aggregate fair market value (valued at the time of creation thereof) of not more than $50.0 million at any time;

(24) Liens securing Capitalized Lease Obligations permitted to be incurred pursuant to the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” and Indebtedness permitted to be incurred under clause (3) of the second paragraph of such covenant; provided, however, that such Liens securing Capitalized Lease Obligations or Indebtedness incurred under clause (3) of the second paragraph of the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” may not extend to property owned by the Company or any Restricted Subsidiary other than the property being leased or acquired pursuant to such clause (3);

(25) Liens (other than Liens securing the Credit Agreements) existing on the date of the Indenture; and

(26)  (A) Liens securing Obligations under Credit Facilities; provided, that the principal amount of Indebtedness secured by such Liens pursuant to this subclause (A) does not exceed $2,200 million; (B) Liens incurred to secure Obligations in respect of Indebtedness permitted to be Incurred pursuant to the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock”; provided that as of such date, and after giving effect to the Incurrence of such Indebtedness and the application of the proceeds therefrom on such date, would not cause the Secured Indebtedness Leverage Ratio of the Company to exceed 3.50 to 1.00; and (C) Liens securing Indebtedness permitted to be Incurred pursuant to clause (18) of the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock.”

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Presumed Tax Rate” means the highest effective marginal statutory combined U.S. federal, state and local income tax rate prescribed for an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of Section 68(a)(2) of the Code applies and taking into account any impact of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income).

“Purchase Money Note” means a promissory note of a Securitization Subsidiary evidencing a line of credit, which may be irrevocable, from the Parent Guarantor or any Subsidiary of the Parent Guarantor to a Securitization Subsidiary in connection with a Qualified Securitization Financing, which note is intended to finance that portion of the purchase price that is not paid in cash or a contribution of equity and which (a) shall be repaid from cash available to the Securitization Subsidiary, other than (i) amounts required to be established as

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reserves, (ii) amounts paid to investors in respect of interest, (iii) principal and other amounts owing to such investors and (iv) amounts paid in connection with the purchase of newly generated receivables and (b) may be subordinated to the payments described in clause (a).

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business; provided that the fair market value of any such assets or Capital Stock shall be determined by a Responsible Officer of the Company in good faith, except that in the event the value of any such assets or Capital Stock exceeds $30.0 million or more, the fair market value shall be determined by the Board of Directors in good faith.

“Qualified Securitization Financing” means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (i) the Board of Directors shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and the Securitization Subsidiary, (ii) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Company) and (iii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings. The grant of a security interest in any Securitization Assets of the Company or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under the Credit Agreements and any Refinancing Indebtedness with respect thereto shall not be deemed a Qualified Securitization Financing.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be.

“Recapitalization Agreement” means the Agreement and Plan of Recapitalization, Redemption and Repurchase, dated as of December 18, 1997 by and among the Company, BMP/Graham Holdings Corporation and the other parties thereto.

“Registration Rights Agreement” means the Registration Rights agreement, dated as of the date of initial issuance of the Notes, among the Issuers, the Restricted Subsidiaries that are Guarantors and the initial purchasers of the Notes.

“Responsible Officer” of any Person means any executive officer or financial officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of the Indenture.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of Restricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and its subsidiaries, or any successor to the rating agency business thereof.

“Secured Indebtedness Leverage Ratio” means, with respect to any Person, at any date the ratio of (i) consolidated Indebtedness of such Person and its Restricted Subsidiaries that is secured by a Lien (other than Liens permitted under clause (6) of the definition of “Permitted Liens”) as of such date of calculation (determined on a consolidated basis in accordance with GAAP) to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred.

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In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness or issues or repays Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the “Calculation Date”), then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations (as determined in accordance with GAAP) that have been made by the Company or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, consolidation that would have required adjustment pursuant to this definition, then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period. For purposes of this definition, whenever pro forma effect is to be given to an acquisition or other Investment and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the SEC, except that such pro forma calculations may include operating expense reductions for such period resulting from the acquisition which is being given pro forma effect that have been realized or for which the steps necessary for realization have been taken or are reasonably expected to be taken within six months following any such acquisition, including, but not limited to, the execution or termination of any contracts, the termination of any personnel or the closing (or approval by the Board of Directors of the Company of any closing) of any facility, as applicable; provided, that, in either case, such adjustments are set forth in an Officer’s Certificate signed by the Company’s chief financial officer and another Officer which states (i) the amount of such adjustment or adjustments, (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officer’s Certificate at the time of such execution and (iii) that any related incurrence of Indebtedness is permitted pursuant to the Indenture.

“Securitization Assets” means any accounts receivable, inventory, royalty or revenue streams from sales of inventory subject to a Qualified Securitization Financing.

“Securitization Fees” means reasonable distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with any Qualified Securitization Financing.

“Securitization Financing” means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries) and (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets and any Hedging Obligations entered into by the Company or any such Subsidiary in connection with such Securitization Assets.

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“Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Securitization Subsidiary” means a Wholly Owned Subsidiary of the Company (or another Person formed for the purposes of engaging in a Qualified Securitization Financing in which the Company or any Subsidiary of the Company makes an Investment and to which the Parent Guarantor or any Subsidiary of the Company transfers Securitization Assets and related assets) which engages in no activities other than in connection with the financing of Securitization Assets of the Company or its Subsidiaries, all proceeds thereof and all rights (contractual and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Company or such other Person (as provided below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any other Subsidiary of the Company (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Parent Guarantor or any other Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Company or any other Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither the Company nor any other Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms which the Company reasonably believes to be no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Parent Guarantor and (c) to which neither the Company nor any other Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company or such other Person shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company or such other Person giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“Senior Secured Credit Agreement” means the Credit Agreement dated as of October 7, 2004 among the Company, any other borrowers party thereto from time to time, Deutsche Bank AG Cayman Islands Branch as administrative agent and the lenders party thereto from time to time and the Credit Agreement dated October 7, 2004 among the Company, any other borrowers party thereto from time to time, Deutsche Bank AG Cayman Islands Branch as administrative agent and the lenders party thereto from time to time, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, supplemented, modified, renewed, refunded, replaced or refinanced from time to time in one or more agreements or indentures (in each case with the same or new lenders or institutional investors), including any agreement or indenture extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof.

“Senior Subordinated Notes” means the 9.875% senior subordinated notes due 2014, issued by the Issuers.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

“Sponsors” means Blackstone Capital Partners III L.P., Blackstone Offshore Capital Partners L.P. and their Affiliates.

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“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which the Company has determined in good faith to be customary in a Securitization Financing, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the day on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means (a) with respect to the Company, any Indebtedness of the Company that is by its terms subordinated in right of payment to the Notes and (b) with respect to any Guarantor of the Notes, any Indebtedness of such Guarantor that is by its terms subordinated in right of payment to its Guarantee of the Notes.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity, of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Tax Distribution” means any distribution described under clause (9) of the covenant “—Restricted Payments.”

“Total Assets” means the total consolidated assets of the Company and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Company.

“Transactions” means the transactions contemplated by (i) the acquisition of Liquid Container L.P. (currently known as Graham Packaging LC, L.P.) and Liquid Container Inc., (ii) the incurrence of the term D facility under the Senior Secured Credit Agreement, (iii) the offering of the Notes and (iv) the repayment of the term B facility under the Senior Secured Credit Agreement.

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to October 1, 2014; provided, however, that if the period from such redemption date to October 1, 2014, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Company, as provided below) and

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(ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than any Subsidiary of the Subsidiary to be so designated); provided that (a) any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Company, (b) such designation complies with the covenant contained under the caption “Certain Covenants—Restricted Payments” and (c) each of (I) the Subsidiary to be so designated and (II) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and either (A) the Fixed Charge Coverage Ratio would be at least 2.00 to 1.00 or (B) the Fixed Charge Coverage Ratio would be equal to or greater than immediately prior to such designation, in each case on a pro forma basis taking into account such designation. Any such designation by the Board of Directors shall be notified by the Company to the Trustee by promptly filing with Trustee a copy of the board resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The exchange of outstanding unregistered notes for exchange notes in the exchange offers will not constitute a taxable event to holders for United States federal income tax purposes. Consequently, no gain or loss will be recognized by a holder upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the outstanding unregistered note exchanged therefor and the basis of the exchange note will be the same as the basis of the outstanding unregistered note immediately before the exchange.

In any event, persons considering the exchange of outstanding unregistered notes for exchange notes should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the acquisition and holding of the notes by employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of the Code or ERISA (collectively, “Similar Laws”), and entities whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”).

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in the notes of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of notes (including the exchange of outstanding unregistered notes for exchange notes) by an ERISA Plan with respect to which the Operating Company, CapCo I or a guarantor is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions, or “PTCEs,” that may apply to the acquisition and holding of the notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions, provided that neither the issuer of the securities nor any of its affiliates (directly or indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any ERISA Plan involved in the transaction and provided further that the ERISA Plan pays no more than adequate consideration in connection with the transaction. There can be no assurance that all of the conditions of any such exemptions will be satisfied.

Because of the foregoing, the notes should not be acquired or held by any person investing “plan assets” of any Plan, unless such acquisition and holding (and the exchange of outstanding unregistered notes for exchange

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notes) will not constitute a non-exempt prohibited transaction under ERISA and the Code or a similar violation of any applicable Similar Laws.

Representation

Accordingly, by acceptance of the notes (including an exchange of outstanding unregistered notes for exchange notes), each purchaser and subsequent transferee of any notes will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire or hold the notes constitutes assets of any Plan or (ii) the acquisition, holding and disposition of the notes by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws.

The foregoing discussion is general in nature and is not intended to be all inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering acquiring any notes on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to any such acquisition or holding of the notes.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to an exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding unregistered notes where such outstanding unregistered notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period ending on the earlier of (i) 90 days from the date on which the registration statement for the exchange offers is declared effective, (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities and (iii) the date on which all the notes covered by such registration statement have been sold pursuant to the exchange offers, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale, and will promptly send additional copies of this prospectus and any amendments or supplements to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to an exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to an exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the exchange offers (including the expenses of one counsel for the holders of the outstanding unregistered notes) other than commissions or concessions of any broker-dealers and will indemnify you (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

The validity and enforceability of the exchange notes and the related guarantees will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York. In rendering its opinion, Simpson Thacher & Bartlett LLP will rely upon the opinion of Frost Brown Todd LLC as to all matters governed by the laws of the State of Ohio, the opinion of Blank Rome LLP as to all matters governed by the laws of the States of Pennsylvania and California, and the opinion of Jones Waldo Holbrook & McDonough PC as to all matters governed by the laws of the State of Utah. An investment vehicle comprised of several partners of Simpson Thacher & Bartlett LLP, members of their families, related persons and others own interests representing less than 1% of the capital commitments of funds affiliated with Blackstone.

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EXPERTS

The consolidated financial statements of Graham Packaging Holdings Company and subsidiaries as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, included in this Prospectus and the related financial statement schedules included elsewhere in the Registration Statement, and the effectiveness of Graham Packaging Holdings Company and subsidiaries’ internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein and elsewhere in the Registration Statement (which reports (1) express an unqualified opinion on the consolidated financial statements and financial statement schedules and include an explanatory paragraph referring to the retrospective adjustment for push-down accounting and (2) express an unqualified opinion on the effectiveness of internal control over financial reporting). Such consolidated financial statements and financial statement schedules have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

The audited financial statements of Liquid Container Inc., WKC-L Holdings, Inc. and CPG-L Holdings, Inc. included in this prospectus and elsewhere in the registration statement have been so included in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in giving said reports.

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WHERE YOU CAN FIND MORE INFORMATION

We and our guarantor subsidiaries have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us, our guarantor subsidiaries and the exchange notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and, where such contract or other document is an exhibit to the registration statement, each such statement is qualified by the provisions in such exhibit, to which reference is hereby made.

The issuers’ parent companies, Holdings, which will guarantee the exchange notes, and GPC, file certain reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and other reports required pursuant to the Exchange Act. You may read and copy any materials that Holdings and GPC file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Holdings and GPC are electronic filers, and the SEC maintains an Internet site at http://www.sec.gov that contains the reports and other information that Holdings and GPC file electronically. Holdings and GPC make available free of charge, through their website, their annual reports on Form 10-K and quarterly reports on Form 10-Q, and all amendments to those reports, together with all other materials they files with or furnish to the SEC, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The information provided on or accessible through our website is not part of this prospectus, and is therefore not incorporated by reference unless such information is specifically referenced elsewhere in this prospectus.

You should rely only upon the information provided in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus.

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GRAHAM PACKAGING HOLDINGS COMPANY AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page Number
GRAHAM PACKAGING HOLDINGS COMPANY AND SUBSIDIARIES
Audited
Reports of Independent Registered Public Accounting Firm	F-3
Consolidated Balance Sheets at December 31, 2009 and 2008	F-5
Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007	F-6
Consolidated Statements of Partners’ Capital (Deficit) for the years ended December  31, 2009, 2008 and 2007	F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007	F-8
Notes to Consolidated Financial Statements	F-9
Unaudited
Condensed Consolidated Balance Sheets at December 31, 2009 and June 30, 2010	F-62
Condensed Consolidated Statements of Operations for the six-month periods ended June  30, 2009 and June 30, 2010	F-63
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and June  30, 2010	F-64
Notes to Condensed Consolidated Financial Statements	F-65
LIQUID CONTAINER ENTITIES
Liquid Container Inc. and Subsidiaries
Audited
Report of Independent Registered Public Accounting Firm	F-92
Consolidated Balance Sheets as of December 31, 2009 and 2008	F-93
Consolidated Statements of Income for the years ended December 31, 2009, 2008 and 2007	F-94
Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the years ended December 31, 2009, 2008 and 2007	F-95
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007	F-96
Notes to Consolidated Financial Statements	F-97
Unaudited
Condensed Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009	F-107
Condensed Consolidated Statements of Income for the six-months ended June 30, 2010 and June  30, 2009	F-108
Condensed Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the six-months ended June 30, 2010 and June 30, 2009	F-109
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and June  30, 2009	F-110
Notes to Condensed Consolidated Financial Statements	F-111
WCK-L Holdings, Inc.
Audited
Report of Independent Registered Public Accounting Firm	F-120
Balance Sheets as of December 31, 2009 and 2008	F-121
Statements of Income for the years ended December 31, 2009, 2008 and 2007	F-122
Statements of Changes in Shareholder’s Equity for the years ended December  31, 2009, 2008 and 2007	F-123

F-1

	Page Number
Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007	F-124
Notes to Financial Statements	F-125
Unaudited
Balance Sheets as of June 30, 2010 and December 31, 2009	F-129
Statements of Income for the six-month periods ended June 30, 2010 and June 30, 2009	F-130
Statements of Changes in Shareholders’ Equity for the six-months ended June  30, 2010 and June 30, 2009	F-131
Statements of Cash Flows for the six months ended June 30, 2010 and June 30, 2009	F-132
Notes to Financial Statements	F-133
CPG-L Holdings, Inc.
Audited
Report of Independent Registered Public Accounting Firm	F-136
Balance Sheets as of December 31, 2009 and 2008	F-137
Statements of Income for the years ended December 31, 2009, 2008 and 2007	F-138
Statements of Changes in Shareholder’s Equity for the years ended December  31, 2009, 2008 and 2007	F-139
Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007	F-140
Notes to Financial Statements	F-141
Unaudited
Balance Sheets as of June 30, 2010 and December 31, 2009	F-144
Statements of Income for the six-month periods ended June 30, 2010 and June 30, 2009	F-145
Statements of Changes in Shareholders’ Equity for the six-months ended June  30, 2010 and June 30, 2009	F-146
Statements of Cash Flows for the six months ended June 30, 2010 and June 30, 2009	F-147
Notes to Financial Statements	F-148

Explanatory Note: On September 24, 2010, Liquid Container L.P. changed its name to Graham Packaging LC, L.P.; Plaxicon Company changed its name to Graham Packaging PX Company; Plaxicon Holding Corporation changed its name to Graham Packaging PX Holding Corporation; and Plaxicon, LLC changed its name to Graham Packaging PX, LLC.

F-2

Report of Independent Registered Public Accounting Firm

To the Partners

Graham Packaging Holdings Company

We have audited the accompanying consolidated balance sheets of Graham Packaging Holdings Company and subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of operations, partners’ capital (deficit), and cash flows for each of the three years in the period ended December 31, 2009. Our audits also included financial statement schedules I and II listed in the index at Item 21(b). These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 10, 2010 expressed an unqualified opinion on the Company’s internal control over financial reporting.

As discussed in Note 27 to the consolidated financial statements, the accompanying financial statements have been retrospectively adjusted for push-down accounting.

/s/    DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania

March 10, 2010

(Except for Note 27, as to which the date is July 2, 2010)

F-3

Report of Independent Registered Public Accounting Firm

To the Partners

Graham Packaging Holdings Company

We have audited the internal control over financial reporting of Graham Packaging Holdings Company and subsidiaries (the “Company”) as of December 31, 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2009, of the Company and our report dated March 10, 2010 (July 2, 2010, as to Note 27, Push-Down Accounting) expressed an unqualified opinion on those financial statements and financial statement schedules.

/s/    DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania

March 10, 2010

F-4

GRAHAM PACKAGING HOLDINGS COMPANY

CONSOLIDATED BALANCE SHEETS

(In thousands)

	December 31,
	2009			2008
	(Adjusted for push-down accounting)
ASSETS
Current assets:
Cash and cash equivalents	$	147,808		$	43,879
Accounts receivable, net		191,685			233,734
Inventories		194,702			224,361
Deferred income taxes		3,446			2,829
Prepaid expenses and other current assets		59,091			57,248
Total current assets		596,732			562,051
Property, plant and equipment		1,974,152			1,957,238
Less accumulated depreciation and amortization		956,374			894,966
Property, plant and equipment, net		1,017,778			1,062,272
Intangible assets, net		43,012			46,258
Goodwill		437,058			434,645
Other non-current assets		32,506			44,587
Total assets	$	2,127,086		$	2,149,813
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Current liabilities:
Current portion of long-term debt	$	100,657		$	56,899
Accounts payable		111,013			100,778
Accrued expenses and other current liabilities		186,103			192,207
Deferred revenue		30,245			34,646
Total current liabilities		428,018			384,530
Long-term debt		2,336,206			2,442,339
Deferred income taxes		17,646			19,669
Other non-current liabilities		99,854			119,637
Commitments and contingent liabilities (see Notes 21 and 22)
Partners’ capital (deficit):
General partners		(36,603	)		(37,641	)
Limited partners		(691,776	)		(712,075	)
Notes and interest receivable for ownership interests		(1,795	)		(2,060	)
Accumulated other comprehensive income		(24,464	)		(64,586	)
Total partners’ capital (deficit)		(754,638	)		(816,362	)
Total liabilities and partners’ capital (deficit)	$	2,127,086		$	2,149,813

See accompanying notes to consolidated financial statements.

F-5

GRAHAM PACKAGING HOLDINGS COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

	Year Ended December 31,
	2009			2008			2007
	(Adjusted for push-down accounting)
Net sales	$	2,271,034		$	2,558,954		$	2,470,885
Cost of goods sold		1,866,586			2,183,285			2,129,359
Gross profit		404,448			375,669			341,526
Selling, general and administrative expenses		121,628			127,508			136,192
Asset impairment charges		41,826			96,064			157,692
Net loss on disposal of property, plant and equipment		6,452			6,834			19,459
Operating income		234,542			145,263			28,183
Interest expense		176,861			180,042			205,832
Interest income		(1,103	)		(804	)		(859	)
Net loss on debt extinguishment		8,726			—			4,529
Other (income) expense, net		(1,551	)		404			2,004
Income (loss) before income taxes		51,609			(34,379	)		(183,323	)
Income tax provision		21,360			12,910			19,698
Income (loss) from continuing operations		30,249			(47,289	)		(203,021	)
Loss from discontinued operations		(9,481	)		(10,506	)		(3,655	)
Net income (loss)	$	20,768		$	(57,795	)	$	(206,676	)
Net income (loss) allocated to general partners	$	1,038		$	(2,890	)	$	(10,334	)
Net income (loss) allocated to limited partners	$	19,730		$	(54,905	)	$	(196,342	)

See accompanying notes to consolidated financial statements.

F-6

GRAHAM PACKAGING HOLDINGS COMPANY

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL (DEFICIT)

(In thousands)

	General Partners			Limited Partners			Notes and Interest Receivable for Ownership Interests			Accumulated Other Comprehensive Income (Loss)			Total
	(Adjusted for push-down accounting)
Consolidated balance at January 1, 2007	$	(24,177	)	$	(457,831	)	$	(3,295	)	$	31,652		$	(453,651	)
Net loss for the year		(10,334	)		(196,342	)		—			—			(206,676	)
Changes in fair value of derivatives (net of tax of $0)		—			—			—			(11,572	)		(11,572	)
Pension and post-retirement benefit plans (net of a tax provision of $363)		—			—			—			(3,670	)		(3,670	)
Cumulative translation adjustment (net of a tax provision of $1,212)		—			—			—			36,334			36,334
Comprehensive loss														(185,584	)
Stock compensation expense		—			608			—			—			608
Interest on notes receivable for ownership interests		—			—			(114	)		—			(114	)
Purchase of partnership units		—			(1,470	)		—			—			(1,470	)
Repayment of notes and interest		—			—			1,470			—			1,470
Amounts recognized upon implementation of ASC 740-10-25 (as defined in Note 20)		(240	)		(4,557	)		—			—			(4,797	)
Purchase of partnership units		—			(378	)		—			—			(378	)
Consolidated balance at December 31, 2007		(34,751	)		(659,970	)		(1,939	)		52,744			(643,916	)
Net loss for the year		(2,890	)		(54,905	)		—			—			(57,795	)
Changes in fair value of derivatives (net of tax of $0)		—			—			—			(22,361	)		(22,361	)
Pension and post-retirement benefit plans (net of a tax benefit of $342)		—			—			—			(29,028	)		(29,028	)
Cumulative translation adjustment (net of a tax benefit of $985)		—			—			—			(65,941	)		(65,941	)
Comprehensive loss														(175,125	)
Stock compensation expense		—			2,560			—			—			2,560
Interest on notes receivable for ownership interests		—			—			(121	)		—			(121	)
Exercise of options		—			240			—			—			240
Consolidated balance at December 31, 2008		(37,641	)		(712,075	)		(2,060	)		(64,586	)		(816,362	)
Net income for the year		1,038			19,730			—			—			20,768
Changes in fair value of derivatives (net of tax of $0)		—			—			—			10,111			10,111
Pension and post-retirement benefit plans (net of a tax benefit of $118)		—			—			—			10,432			10,432
Cumulative translation adjustment (net of a tax benefit of $22)		—			—			—			19,579			19,579
Comprehensive income														60,890
Stock compensation expense		—			895			—			—			895
Interest on notes receivable		—			(151	)		(122	)		—			(273	)
Purchase of partnership units		—			(175	)		—			—			(175	)
Repayments of notes and interest		—			—			387			—			387
Consolidated balance at December 31, 2009	$	(36,603	)	$	(691,776	)	$	(1,795	)	$	(24,464	)	$	(754,638	)

See accompanying notes to consolidated financial statements.

F-7

GRAHAM PACKAGING HOLDINGS COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2009			2008			2007
	(Adjusted for push-down accounting)
Operating activities:
Net income (loss)	$	20,768		$	(57,795	)	$	(206,676	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		159,418			177,783			203,671
Amortization of debt issuance fees		7,961			10,343			10,387
Accretion of senior unsecured notes		47			—			—
Net loss on debt extinguishment		8,726			—			4,529
Net loss on disposal of property, plant and equipment		9,991			6,834			19,461
Pension expense		5,118			2,625			3,014
Asset impairment charges		47,721			103,922			157,853
Unrealized loss on termination of cash flow hedge accounting		3,798			—			—
Stock compensation expense		895			2,560			608
Equity income from unconsolidated subsidiaries		(4	)		—			—
Foreign currency transaction loss (gain)		254			(1,621	)		569
Interest receivable		(273	)		(121	)		(114	)
Changes in operating assets and liabilities, net of acquisition of a business:
Accounts receivable		42,203			1,651			626
Inventories		28,600			30,674			(22,793	)
Prepaid expenses and other current assets		245			(7,796	)		23,324
Other non-current assets		(1,349	)		(8,699	)		(5,179	)
Accounts payable and accrued expenses		2,238			(40,221	)		(13,458	)
Pension contributions		(16,328	)		(7,991	)		(7,891	)
Other non-current liabilities		5,499			(947	)		6,299
Net cash provided by operating activities		325,528			211,201			174,230
Investing activities:
Cash paid for property, plant and equipment		(146,011	)		(148,576	)		(153,385	)
Proceeds from sale of property, plant and equipment		984			4,156			4,278
Acquisition of/investment in a business, net of cash acquired		(1,385	)		—			—
Cash paid for sale of business		(4,118	)		—			—
Net cash used in investing activities		(150,530	)		(144,420	)		(149,107	)
Financing activities:
Proceeds from issuance of long-term debt		311,889			328,182			667,461
Payment of long-term debt		(355,847	)		(362,024	)		(683,040	)
Proceeds from issuance of partnership units		—			240			—
Purchase of partnership units		(175	)		—			(3,140	)
Repayment of notes and interest for ownership interests		387			—			—
Debt issuance fees		(27,193	)		—			(4,500	)
Fees paid on behalf of GPC (as defined herein) for initial public offering		(3,023	)		—			—
Net cash used in financing activities		(73,962	)		(33,602	)		(23,219	)
Effect of exchange rate changes on cash and cash equivalents		2,893			(7,614	)		3,083
Increase in cash and cash equivalents		103,929			25,565			4,987
Cash and cash equivalents at beginning of year		43,879			18,314			13,327
Cash and cash equivalents at end of year	$	147,808		$	43,879		$	18,314
Supplemental disclosures
Cash paid for interest, net of amounts capitalized	$	177,664		$	169,035		$	198,447
Cash paid for income taxes (net of refunds)	$	19,210		$	9,269		$	18,299
Non-cash investing activities:
Capital leases	$	1,551		$	403		$	2,324
Accruals for purchases of property, plant and equipment	$	10,469		$	13,806		$	19,595
Accruals for debt issuance fees	$	335		$	—		$	—

See accompanying notes to consolidated financial statements.

F-8

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009

1. Significant Accounting Policies

Description of Business

The Company focuses on the manufacture and sale of value-added plastic packaging products principally to large, multinational companies in the food and beverage, household, personal care/specialty and automotive lubricants product categories. The Company has manufacturing facilities in Argentina, Belgium, Brazil, Canada, Finland, France, Mexico, the Netherlands, Poland, Spain, Turkey, the United Kingdom, the United States and Venezuela.

Principles of Consolidation

The consolidated financial statements include the operations of Graham Packaging Holdings Company (“Holdings”), a Pennsylvania limited partnership formerly known as Graham Packaging Company; Graham Packaging Company, L.P., a Delaware limited partnership formerly known as Graham Packaging Holdings I, L.P. (the “Operating Company”); and subsidiaries thereof. In addition, the consolidated financial statements of the Company include GPC Capital Corp. I (“CapCo I”), a wholly-owned subsidiary of the Operating Company, and GPC Capital Corp. II (“CapCo II”), a wholly-owned subsidiary of Holdings. The purpose of CapCo I is solely to act as co-obligor with the Operating Company under the Senior Notes and Senior Subordinated Notes (as defined herein) and as co-borrower with the Operating Company under the Credit Agreement (as defined herein). CapCo II currently has no obligations under any of the Company’s outstanding indebtedness. CapCo I and CapCo II have only nominal assets and do not conduct any independent operations. These entities and assets are referred to collectively as Graham Packaging Holdings Company (the “Company”). All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.

Holdings has no assets, liabilities or operations other than its direct and indirect investments in the Operating Company and its ownership of CapCo II. Holdings has fully and unconditionally guaranteed the Senior Notes and Senior Subordinated Notes of the Operating Company and CapCo I.

Revenue Recognition

The Company recognizes revenue on product sales in the period when the sales process is complete. This generally occurs when products are shipped to the customer in accordance with terms of an agreement of sale, under which title and risk of loss have been transferred, collectability is reasonably assured and pricing is fixed or determinable. For a small percentage of sales where title and risk of loss pass at point of delivery, the Company recognizes revenue upon delivery to the customer, assuming all other criteria for revenue recognition are met. Sales are recorded net of discounts, allowances and returns. Sales allowances are recorded as a reduction to sales in accordance with the guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-50, “Customer Payments and Incentives.” The Company maintains a sales return allowance to reduce sales for estimated future product returns.

Cost of Goods Sold

Cost of goods sold includes the cost of inventory (materials and conversion costs) sold to customers, shipping and handling costs and warehousing costs. It also includes inbound freight charges, purchasing and receiving costs, quality assurance costs, safety and environmental-related costs, packaging costs, internal transfer costs and other costs of the Company’s distribution network.

F-9

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

Selling, General and Administrative Expenses

Selling, general and administrative expenses include the costs for the Company’s sales force and its related expenses, the costs of support functions, including information technology, finance, human resources, legal, global vendor contract services and executive management, and their related expenses and the costs of the Company’s research and development activities.

Research and Development Costs

The Company expenses costs to research, design and develop new packaging products and technologies as incurred. Such costs, net of any reimbursement from customers, were $9.9 million, $9.6 million and $11.6 million for the years ended December 31, 2009, 2008 and 2007, respectively.

Equity Investments

Investments in which the Company owns 20% to 50% of the common stock of, or otherwise exercises significant influence over, an investee are accounted for under the equity method. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments, the proportionate share of earnings and losses and distributions. The Company reviews the value of equity method investments and records impairment charges in the consolidated statement of operations for any decline in value that is determined to be other-than-temporary.

On August 12, 2009, the Company purchased a 22% interest in PPI Blow Pack Private Limited, an Indian limited liability company, for $1.4 million which is being accounted for under the equity method of accounting and is reflected in other non-current assets.

Cash and Cash Equivalents

The Company considers cash and investments with an initial maturity of three months or less when purchased to be cash and cash equivalents. Outstanding checks of $7.3 million and $8.4 million as of December 31, 2009 and 2008, respectively, are included in accounts payable on the Consolidated Balance Sheets.

Accounts Receivable

The Company maintains allowances for estimated losses resulting from the inability of specific customers to meet their financial obligations to the Company. A specific reserve for doubtful receivables is recorded against the amount due from these customers. For all other customers, the Company recognizes reserves for doubtful receivables based on the length of time specific receivables are past due based on past experience.

Inventories

Inventories include material, labor and overhead and are stated at the lower of cost or market with cost determined by the first-in, first-out (“FIFO”) method. Provisions for potentially obsolete or slow-moving inventory are made based on management’s analysis of inventory levels, historical usage and market conditions. See Note 5.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. The Company capitalizes significant improvements, and charges repairs and maintenance costs that do not extend the lives of the assets to expense as incurred. The

F-10

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

Company accounts for its molds in accordance with the guidance under ASC 340-10, “Pre-Production Costs Related to Long-Term Supply Arrangements.” All capitalizable molds, whether owned by the Company or its customers, are included in property, plant and equipment in the Consolidated Balance Sheets. Interest costs are capitalized during the period of construction of capital assets as a component of the cost of acquiring these assets. Depreciation and amortization are computed by the straight-line method over the estimated useful lives of the various assets ranging from 2 to 31.5 years. Depreciation and amortization are included in cost of goods sold and selling, general and administrative expenses on the Consolidated Statements of Operations. The Company removes the cost and accumulated depreciation of assets sold or otherwise disposed of from the accounts and recognizes any resulting gain or loss upon the disposition of the assets.

Conditional Asset Retirement Obligations

The Company accounts for obligations associated with the retirement of its tangible long-lived assets in accordance with ASC 410-20, “Asset Retirement Obligations.” The Company recognizes a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated. A conditional asset retirement obligation is a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Company. The Company records corresponding amounts for the asset retirement obligations as increases in the carrying amounts of the related long-lived assets, which are then depreciated over the useful lives of such long-lived assets. The net present value of these obligations was $11.1 million and $10.3 million as of December 31, 2009 and 2008, respectively.

Goodwill and Intangible Assets

The Company accounts for purchased goodwill in accordance with ASC 350-10, “Goodwill and Other Intangible Assets.” Under this guidance, goodwill is not amortized, but rather is tested for impairment at least annually.

Intangible assets, other than goodwill, with definite lives are amortized over their estimated useful lives. Intangible assets consist of patented technology, customer relationships, licensing agreements and non-compete agreements. The Company amortizes these intangibles using the straight-line method over the estimated useful lives of the assets ranging from 6 to 19 years. The Company periodically evaluates the reasonableness of the estimated useful lives of these intangible assets. See Note 7.

In order to test goodwill for impairment under ASC 350-10, a determination of the fair value of the Company’s reporting units is required and is based upon, among other things, estimates of future operating performance. Changes in market conditions, among other factors, may have an impact on these estimates. The Company performs its required annual impairment tests on December 31 of each fiscal year. See Notes 8, 9 and 23.

Other Non-Current Assets

Other non-current assets primarily include debt issuance fees and deferred income tax assets. Debt issuance fees totaled $22.0 million and $33.9 million as of December 31, 2009 and 2008, respectively. Debt issuance fees are net of accumulated amortization of $24.6 million and $41.5 million as of December 31, 2009 and 2008, respectively. Amortization is computed by the effective interest method over the term of the related debt.

F-11

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

Impairment of Long-Lived Assets and Intangible Assets

Long-lived assets and amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10, “Impairment or Disposal of Long-Lived Assets.” The Company generally uses either a single scenario estimate or a probability-weighted estimate of the future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. Any impairment loss, if indicated, is measured on the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. When fair values are not available, the Company generally estimates fair value using either single scenario expected future cash flows discounted at a risk-adjusted rate or probability-weighted expected future cash flows discounted at a risk-free rate. See Note 9.

Derivatives

The Company accounts for derivatives under ASC 815-10, “Derivative Instruments and Hedging Activities.” This guidance establishes accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. ASC 815-10 defines requirements for designation and documentation of hedging relationships as well as ongoing effectiveness assessments in order to use hedge accounting. All derivatives, whether designated in hedging relationships or not, are required to be recorded on the balance sheet at fair value. The fair value of the derivatives is determined from sources independent of the Company, including the financial institutions which are party to the derivative instruments. The fair value of derivatives also considers the credit default risk of the paying party. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item will be recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portion of the change in the fair value of the derivative will be recorded in other comprehensive income (loss) and will be recognized in the income statement when the hedged item affects earnings.

In the past, the Company had entered into interest rate swap and collar agreements, foreign currency exchange contracts and natural gas swap agreements. These derivative contracts had been accounted for as cash flow hedges.

Benefit Plans

The Company has several defined benefit plans, under which participants earn a retirement benefit based upon a formula set forth in the plan. Accounting for defined benefit pension plans, and any curtailments thereof, requires various assumptions, including, but not limited to, discount rates, expected rates of return on plan assets and future compensation growth rates. The Company evaluates these assumptions at least once each year, or as facts and circumstances dictate, and makes changes as conditions warrant. Changes to these assumptions will increase or decrease the Company’s reported income, which will result in changes to the recorded benefit plan assets and liabilities.

Deferred Revenue

The Company often receives advance payments related to the design and development of customer molds utilized by the Company under long-term supply arrangements. The Company records these advance payments as deferred revenue and recognizes the related revenue on a straight-line basis over the related term of the long-term supply arrangement. Current and non-current deferred revenue were $30.2 million and $28.4 million, respectively, for the year ended December 31, 2009, and $34.6 million and $25.3 million, respectively, for the year ended December 31, 2008.

F-12

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

Foreign Currency Translation

The Company uses the local currency as the functional currency for all foreign operations, except as noted below. All assets and liabilities of such foreign operations are translated into U.S. dollars at year-end exchange rates. Income statement items are translated at average exchange rates prevailing during the year. The resulting translation adjustments are included in accumulated other comprehensive income as a component of partners’ capital (deficit). Exchange gains and losses arising from transactions denominated in foreign currencies other than the functional currency of the entity entering into the transactions are included in current operations. For operations in highly inflationary economies, the Company remeasures such entities’ financial statements as if the functional currency was the U.S. dollar.

Comprehensive Income (Loss)

The Company follows ASC 220-10, “Comprehensive Income,” which requires the classification of items of other comprehensive income (loss) by their nature, and the disclosure of the accumulated balance of other comprehensive income (loss) separately within the equity section of the consolidated balance sheet. Comprehensive income (loss) is comprised of net loss and other comprehensive income (loss), which includes certain changes in equity that are excluded from net loss. Changes in fair value of derivatives designated and accounted for as cash flow hedges, amortization of amounts in accumulated other comprehensive income (loss) as of the date the Company discontinued hedge accounting for its interest rate collar and swap agreements, amortization of prior service costs and unrealized actuarial losses included in net periodic benefit costs for pension and post-retirement plans and foreign currency translation adjustments are included in other comprehensive income (loss) and added to net loss to determine total comprehensive income (loss), which is displayed in the Consolidated Statements of Partners’ Capital (Deficit).

Income Taxes

Holdings and the Operating Company, as limited partnerships, do not pay U.S. federal income taxes under the provisions of the Internal Revenue Code, as the applicable income or loss is included in the tax returns of its partners. However, certain U.S. subsidiaries are corporations and are subject to U.S. federal and state income taxes. The Company’s foreign operations are subject to tax in their local jurisdictions. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

Option Plans

The Company, from time to time, grants options to purchase partnership units of Holdings. The Company adopted the guidance under ASC 718-20, “Awards Classified as Equity,” on January 1, 2006, using the prospective method. In accordance with the guidance under this topic, the Company applied this guidance prospectively to awards issued, modified, repurchased or cancelled after January 1, 2006. Under the guidance of this topic, actual tax benefits, if any, recognized in excess of tax benefits previously established upon grant are reported as a financing cash inflow. Prior to adoption, such excess tax benefits, if any, were reported as an operating cash inflow.

The Company continued to account for equity-based compensation to employees for awards outstanding as of January 1, 2006, using the intrinsic value method allowed by the guidance in ASC 718-10-30, “Stock Compensation Initial Measurement.” The exercise prices of all unit options were equal to or greater than the fair

F-13

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

value of the units on the dates of the grants and, accordingly, no compensation cost has been recognized for these options. ASC 718-20 established accounting and disclosure requirements using a fair value based method of accounting for equity-based employee compensation plans. Under ASC 718-20, compensation cost is measured at the grant date based on the value of the award and is recognized over the service (or vesting) period.

Postemployment Benefits

The Company maintains deferred compensation plans for the Company’s former Chief Executive Officers, which provide them with postemployment benefits. Accrued postemployment benefits of $7.0 million and $4.9 million as of December 31, 2009 and 2008, respectively, were included in other non-current liabilities.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Subsequent Events

The Company has evaluated subsequent events that have occurred after the balance sheet date but before the financial statements were available to be issued, which the Company considers to be the date of filing with the Securities and Exchange Commission.

Recently Issued Accounting Pronouncements

In September 2006, the FASB issued guidance under ASC 820-10, “Fair Value Measurements and Disclosures” (formerly Statement of Financial Accounting Standards (“SFAS”) 157, “Fair Value Measurements”). This guidance establishes a single authoritative definition of fair value, sets out a framework to classify the source of information used in fair value measurements, identifies additional factors that must be disclosed about assets and liabilities measured at fair value based on their placement in the new framework and modifies the long-standing accounting presumption that the transaction price of an asset or liability equals its initial fair value. In February 2008, the FASB delayed the effective date for certain non-financial assets and liabilities until January 1, 2009. The Company adopted this guidance effective January 1, 2008, for financial assets and liabilities (see Note 12 for further discussion). The Company adopted this guidance for certain non-financial assets and liabilities effective January 1, 2009, and the adoption had no impact on its financial statements as it relates to these assets and liabilities.

In March 2008, the FASB issued guidance under ASC 815-30, “Derivatives and Hedging” (formerly SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities”). The guidance is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. It requires disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also requires more information about an entity’s liquidity by requiring disclosure of derivative features that are credit risk-related, and requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. The Company adopted this guidance effective January 1, 2009.

In December 2008, the FASB issued guidance under ASC 715, “Defined Benefit Plans” (formerly Staff Position FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets”), which requires

F-14

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

enhanced disclosures of the plan assets of an employer’s defined benefit pension or other postretirement benefit plans. The disclosures required under this guidance include information regarding the investment allocation decisions made for plan assets, the fair value of each major category of plan assets disclosed separately for pension plans and other postretirement benefit plans and the inputs and valuation techniques used to measure the fair value of plan assets that would be similar to the disclosures about fair value measurements required by ASC 820-10. The Company adopted this guidance effective December 31, 2009.

In April 2009, the FASB issued guidance under ASC 825-10-65-1, “Financial Instruments—Overall—Transition and Open Effective Date Information” (formerly Staff Position FAS 107-1 and Accounting Principles Board Opinion 28-1, “Interim Disclosures about Fair Value of Financial Instruments”). This guidance requires disclosures about fair value of financial instruments for interim reporting periods that were previously only required in annual financial statements. The Company adopted this guidance effective June 30, 2009.

In May 2009, the FASB issued guidance under ASC 855, “Subsequent Events” (formerly SFAS 165, “Subsequent Events”). This guidance establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The Company adopted this guidance effective June 30, 2009, and the adoption had no impact on its financial statements.

In June 2009, the FASB issued guidance under ASC 860, “Transfers and Servicing” (formerly SFAS 166, “Accounting for Transfers of Financial Assets, an amendment of SFAS 140”). This guidance improves the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial reports about a transfer of financial assets, the effects a transfer will have on its financial performance and cash flows and any transferor’s continuing involvement in transferred financial assets. This guidance is effective for interim and annual reporting periods that begin after November 15, 2009. The Company adopted this guidance effective January 1, 2010, and the adoption had no impact on its financial statements.

In June 2009, the FASB issued guidance under ASC 105-10, “Generally Accepted Accounting Principles” (formerly SFAS 168, “FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”). This guidance establishes the ASC as the single source of authoritative nongovernmental generally accepted accounting principles (“GAAP”), superseding existing pronouncements published by the FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other accounting bodies. This guidance establishes only one level of authoritative GAAP. All other accounting literature will be considered non-authoritative. The ASC reorganizes the GAAP pronouncements into accounting topics and displays them using a consistent structure. The Company adopted this guidance effective July 1, 2009.

Management has determined that all other recently issued accounting pronouncements will not have a material impact on the Company’s financial statements, or do not apply to the Company’s operations.

Reclassification

A reclasification has been made to the 2007 Consolidated Statement of Operations from interest expense to net loss on debt extinguishment to conform to the 2009 presentation.

2. Discontinued Operations

For purposes of determining discontinued operations, the Company has determined that, in general, the plant or operating location is a component of an entity within the context of ASC 360-10-35-15, “Subsequent

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GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

Measurement—Impairment or Disposal of Long-Lived Assets.” A component of an entity comprises operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company. The Company routinely evaluates its manufacturing base and closes non-performing locations. The Company evaluates the results of closed operations both quantitatively and qualitatively to determine the appropriateness of reporting the results as discontinued operations. Locations sold, where the Company retains the customer relationships, are excluded from discontinued operations, as the Company retains the direct cash flows resulting from the migration of revenue to other facilities.

On November 12, 2009, the Company paid 2.3 million euros (approximately $3.5 million) to sell all of the shares of its wholly-owned subsidiary Graham Emballages Plastiques S.A.S., located in Meaux, France, to an independent third party. The Company’s exit from this location was due to the failure of this subsidiary to meet internal financial performance criteria. The Company determined that the results of operations for this location, which had previously been reported in the Europe segment, would be reported as discontinued operations, in accordance with the guidance under ASC 205-20, “Discontinued Operations.” The accompanying consolidated statements of operations have been restated to reflect these discontinued operations. The following table summarizes the operating results for this location for the periods presented:

	Year Ended December 31,
	2009			2008			2007
	(In thousands)
Net sales	$	16,706		$	24,703		$	22,586
Cost of goods sold		16,744			26,873			25,547
Selling, general and administrative expenses		(26	)		245			295
Asset impairment charges		5,895			7,858			161
Net loss on disposal of property, plant and equipment		3,538			—			2
Interest expense		36			236			185
Other (income) expense		—			(3	)		1
Income tax provision		—			—			50
Loss from discontinued operations	$	(9,481	)	$	(10,506	)	$	(3,655	)

3. Accounts Receivable, Net

Accounts receivable, net are presented net of an allowance for doubtful accounts of $2.4 million and $6.5 million at December 31, 2009 and 2008, respectively. Management performs ongoing credit evaluations of its customers and generally does not require collateral.

4. Concentration of Credit Risk

For the years ended December 31, 2009, 2008 and 2007, 68.8%, 71.1% and 71.7% of the Company’s net sales, respectively, were generated by its top twenty customers. The Company’s sales to PepsiCo, Inc., the Company’s largest customer, were 10.8%, 13.3% and 14.0% of total sales for the years ended December 31, 2009, 2008 and 2007, respectively. All of these sales were made in North America.

The Company had $113.7 million and $141.8 million of accounts receivable from its top twenty customers as of December 31, 2009 and 2008, respectively. The Company had $17.5 million and $16.9 million of accounts receivable from PepsiCo, Inc. as of December 31, 2009 and 2008, respectively.

F-16

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

5. Inventories

Inventories, stated at the lower of cost or market, consisted of the following:

	December 31,
	2009		2008
	(In thousands)
Finished goods	$	130,989	$	144,394
Raw materials		63,713		79,967
Total	$	194,702	$	224,361

6. Property, Plant and Equipment

A summary of gross property, plant and equipment at December 31 is presented in the following table:

	Expected Useful Lives (in years)	2009		2008
		(In thousands)
Land		$	39,063	$	39,111
Buildings and improvements	7-31.5		236,446		234,801
Machinery and equipment (1)	2-15		1,303,241		1,297,793
Molds and tooling	3-5		282,243		273,312
Furniture and fixtures	7		5,359		5,467
Computers	3-7		40,930		38,491
Construction in progress			66,870		68,263
		$	1,974,152	$	1,957,238

(1) Includes longer-lived machinery and equipment of approximately $1,230.5 million having estimated useful lives, when purchased new, ranging from 8 to 15 years, and shorter-lived machinery and equipment of approximately $72.7 million having estimated useful lives, when purchased new, ranging from 2 to 8 years, as of December 31, 2009.

Depreciation expense, including depreciation expense on assets recorded under capital leases, for the years ended December 31, 2009, 2008 and 2007 was $151.2 million, $168.2 million and $191.9 million, respectively.

Capital leases included in buildings and improvements were $2.2 million and $2.3 million at December 31, 2009 and 2008, respectively. Capital leases included in machinery and equipment were $49.1 million and $52.3 million at December 31, 2009 and 2008, respectively. Accumulated depreciation on property, plant and equipment accounted for as capital leases is included with accumulated depreciation on owned assets on the Consolidated Balance Sheets.

The Company capitalizes interest on borrowings during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and is amortized over the useful lives of assets. Interest capitalized for the years ended December 31, 2009, 2008 and 2007, was $3.4 million, $3.9 million and $5.7 million, respectively.

F-17

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

The Company closed its plant located in Edison, New Jersey in the first half of 2008. The land and buildings at this location, having a carrying value of $6.6 million, are deemed to be held for sale, and as such have been reclassified from property, plant and equipment to prepaid expenses and other current assets on the Consolidated Balance Sheets as of December 31, 2009 and 2008.

7. Intangible Assets, Net

The gross carrying amount and accumulated amortization of the Company’s intangible assets subject to amortization as of December 31, 2009, were as follows:

	Gross Carrying Amount		Accumulated Amortization			Net		Weighted Average Amortization Period
	(In thousands)
Patented technology	$	24,545	$	(8,399	)	$	16,146	10 years
Customer relationships		33,863		(6,997	)		26,866	16 years
Total	$	58,408	$	(15,396	)	$	43,012

The gross carrying amount and accumulated amortization of the Company’s intangible assets subject to amortization as of December 31, 2008, were as follows:

	Gross Carrying Amount		Accumulated Amortization			Net		Weighted Average Amortization Period
	(In thousands)
Patented technology	$	23,018	$	(5,869	)	$	17,149	10 years
Customer relationships		33,340		(4,507	)		28,833	16 years
Licensing agreement		601		(550	)		51	1 year
Non-compete agreement		1,500		(1,275	)		225	5 years
Total	$	58,459	$	(12,201	)	$	46,258

Amortization expense for the years ended December 31, 2009, 2008 and 2007 was $5.0 million, $5.7 million and $7.6 million, respectively. The estimated aggregate amortization expense for each of the next five years ending December 31 is as follows (in thousands):

2010	$	4,700
2011		4,600
2012		4,600
2013		4,500
2014		4,100

F-18

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

8. Goodwill

The changes in the carrying amount of goodwill were as follows:

	North America Segment			Europe Segment			South America Segment			Total
	(In thousands)
Balance at January 1, 2008	$	427,580		$	18,607		$	1,817		$	448,004
Foreign currency translation adjustments		(8,796	)		(2,781	)		(373	)		(11,950	)
Impairment		—			—			(1,409	)		(1,409	)
Balance at December 31, 2008		418,784			15,826			35			434,645
Foreign currency translation adjustments		1,981			460			(28	)		2,413
Balance at December 31, 2009	$	420,765		$	16,286		$	7		$	437,058

9. Asset Impairment Charges

The components of asset impairment charges in the Consolidated Statements of Operations for the years ended December 31 are reflected in the table below and are described in the paragraphs following the table:

	Year ended December 31,
	2009		2008		2007
	(In thousands)
Property, plant and equipment	$	41,826	$	93,161	$	135,499
Intangible assets		—		1,494		21,093
Goodwill		—		1,409		1,100
	$	41,826	$	96,064	$	157,692

Property, Plant and Equipment

During 2009, the Company evaluated the recoverability of its long-lived tangible assets in light of several trends in some of the markets it serves. Among other factors, the Company considered the following in its evaluation:

• the economic conditions in general;

• a continuing reduction in the automotive quart/liter container business as the Company’s customers convert to multi-quart/liter containers;

• the introduction by the Company, and the Company’s competitors, of newer production technology in the plastic container industry which is improving productivity, causing certain of the Company’s older machinery and equipment to become obsolete; and

• the decline and/or loss of business in certain market segments.

The impaired assets consisted of machinery and equipment, including molds and tooling and support assets, for the production lines. The Company determined the fair value of the production lines using either single scenario or probability-weighted discounted cash flows.

F-19

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

During 2008, the Company evaluated the recoverability of its long-lived tangible assets in light of several trends in some of the markets it serves. Among other factors, the Company considered the following in its evaluation:

• the deteriorating economic conditions in general;

• the expected decrease in volume of a major food and beverage customer;

• a continuing reduction in the automotive quart/liter container business as the Company’s customers convert to multi-quart/liter containers;

• the introduction by the Company, and the Company’s competitors, of newer production technology in the food and beverage sector which is improving productivity, causing certain of the Company’s older machinery and equipment to become obsolete; and

• the loss of business of a large automotive lubricants customer.

During 2007, the Company evaluated the recoverability of its long-lived tangible assets in light of several trends in some of the markets it serves. Among other factors, the Company considered the following in its evaluation:

• a steady conversion to concentrate containers in the liquid laundry detergent market which has decreased sales;

• an ongoing reduction in the automotive quart/liter container business as the Company’s customers convert to multi-quart/liter containers;

• introduction by the Company, and its competitors, of newer production technology in the food and beverage sector which has improved productivity, causing certain of the Company’s older machinery and equipment to become obsolete; and

• the loss of the European portion of a customer’s business.

The impairment of property, plant and equipment was recorded in the following operating segments:

	Year ended December 31,
	2009		2008		2007
	(In thousands)
North America	$	31,512	$	85,367	$	116,807
Europe		3,918		3,534		18,149
South America		6,396		4,260		543
	$	41,826	$	93,161	$	135,499

Intangible Assets

During 2009, no impairment charges were recorded for its intangible assets.

During 2008, the Company recorded impairment charges to its patented technologies and customer relationships of $1.0 million and $0.5 million, respectively, all in its North American operating segment. These intangible assets were recorded in conjunction with the acquisitions of the blow molded plastic container business of Owens-Illinois, Inc. (“O-I Plastic”) in 2004 and certain operations from Tetra-Pak Inc. in 2005. The

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GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

patented technologies were impaired primarily as a result of not realizing the growth in revenues for this technology that was anticipated at the time of the acquisition of O-I Plastic. The customer relationships were impaired primarily as a result of reduced revenues for the plant acquired from Tetra-Pak Inc.

During 2007, the Company recorded impairment charges to its licensing agreements, customer relationships and patented technologies of $19.1 million, $1.7 million and $0.3 million, respectively, all in its North American operating segment. These intangible assets were recorded in conjunction with the acquisition of O-I Plastic in 2004. The licensing agreements were impaired due to lower projected royalty revenues associated with licensing agreements acquired in the acquisition of O-I Plastic as compared to royalty revenues projected at the time of the acquisition. The customer relationships were impaired primarily as a result of reduced revenues with a major customer resulting from that customer’s policy regarding allocation of its business among several vendors. The patented technologies were impaired primarily as a result of the conversion of a significant portion of the Company’s continuous extrusion manufacturing to Graham Wheel technology.

Goodwill

The Company performs its annual test of impairment of goodwill as of December 31. As a result of this test the Company recorded no impairment charges for the year ended December 31, 2009, as compared to $1.4 million and $1.1 million for the years ended December 31, 2008 and 2007, respectively, related to the following locations (with the operating segment under which it reports in parentheses):

• Brazil in 2008 (South America)

• Argentina in 2008 (South America)

• Venezuela in 2007 (South America)

Regarding the 2008 and 2007 impairments, the plants in Brazil and Argentina had not performed at the levels expected and the Company’s projected discounted cash flows for these reporting units resulted in fair values that were not sufficient to support the goodwill recorded at the time of the respective acquisitions of these plants. The Venezuela plant had suffered several years of losses and the Company’s projected discounted cash flows for this reporting unit had resulted in a fair value that was not sufficient to support the goodwill recorded at the time of the O-I Plastic acquisition.

10. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

	December 31,
	2009		2008
	(In thousands)
Accrued employee compensation and benefits	$	64,536	$	65,460
Accrued interest		20,395		32,969
Accrued sales allowance		22,917		27,425
Other		78,255		66,353
	$	186,103	$	192,207

In recent years, the Company has initiated a series of restructuring activities to reduce costs, achieve synergies and streamline operations.

F-21

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

For the year ended December 31, 2008, the Company recognized severance expense in the United States of $1.6 million (reflected in cost of goods sold) related to the closure of its plant in Edison, New Jersey and the related severing of 115 employees, 114 of whom were terminated by December 31, 2009. Substantially all of the cash payments for these termination benefits are expected to be made by September 30, 2010. The Company also recognized severance expense of $1.8 million (reflected in selling, general and administrative expenses) related to the separation of its former Chief Operating Officer on April 30, 2008. Substantially all of the cash payments for these termination benefits are expected to be made by June 30, 2010.

For the year ended December 31, 2007, the Company recognized severance expense in the United States of $2.1 million (reflected predominantly in selling, general and administrative expenses) related to the severing of 59 employees. All of the cash payments for these termination benefits have been made as of March 31, 2009. The Company also recognized severance expense in France of $1.9 million (reflected in selling, general and administrative expenses) in 2007, and reduced the accrual in 2008 and 2009 by $0.3 million and $0.2 million, respectively, related to the severing of 12 employees. All of the cash payments for these termination benefits have been made as of March 31, 2009.

For the year ended December 31, 2006, the Company recognized severance expense in the United States of $1.6 million (reflected predominantly in selling, general and administrative expenses) related to the severing of 46 employees. All of the cash payments for these termination benefits have been made as of March 31, 2008. The Company also recognized severance expense of $5.3 million (reflected in selling, general and administrative expenses) related to the separation of its former Chief Executive Officer and Chief Financial Officer on December 3, 2006. All of the cash payments for these termination benefits have been made as of December 31, 2009.

For the year ended December 31, 2005, the Company recognized severance expense in the United States of $2.3 million (reflected in selling, general and administrative expenses) related to the severing of 16 employees. All of the cash payments for these termination benefits have been made as of March 31, 2008. The Company also recognized severance expense in France of $3.8 million (reflected in cost of goods sold) related to the severing of 37 employees. All of the cash payments for these termination benefits have been made as of September 30, 2008.

F-22

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

The following table summarizes these severance accruals, and related expenses and payments, by operating segment for the last three years. The balance at December 31, 2009, was included in accrued employee compensation and benefits:

	North America			Europe			Total
	(In thousands)
Balance at January 1, 2007	$	6,762		$	1,072		$	7,834
Charged to expense during the year		2,067			1,951			4,018
Payments during the year		(4,125	)		(711	)		(4,836	)
Foreign currency translation adjustments		—			84			84
Other adjustments		(42	)		(270	)		(312	)
Balance at December 31, 2007		4,662			2,126			6,788
Charged to expense during the year		3,545			86			3,631
Payments during the year		(5,064	)		(1,498	)		(6,562	)
Foreign currency translation adjustments		—			36			36
Other adjustments		(126	)		(589	)		(715	)
Balance at December 31, 2008		3,017			161			3,178
Payments during the year		(2,598	)		—			(2,598	)
Foreign currency translation adjustments		—			(12	)		(12	)
Other adjustments		(19	)		(149	)		(168	)
Balance at December 31, 2009	$	400		$	—		$	400

11. Debt Arrangements

Long-term debt consisted of the following:

	December 31,
	2009		2008
	(In thousands)
Term loans (net of $19.9 million and $0.0 million unamortized discount as of December 31, 2009 and 2008, respectively)	$	1,781,108	$	1,842,188
Revolver		—		—
Foreign and other revolving credit facilities		3,381		2,455
Senior notes (net of $3.3 million and $0.0 million unamortized discount as of December 31, 2009 and 2008, respectively)		250,047		250,000
Senior subordinated notes		375,000		375,000
Capital leases		17,039		21,427
Other		10,288		8,168
		2,436,863		2,499,238
Less amounts classified as current		100,657		56,899
Total	$	2,336,206	$	2,442,339

The Company’s credit agreement consists of senior secured term loans (“Term Loans”) to the Operating Company of $1,781.1 million ($1,801.0 million aggregate outstanding principal amount less $19.9 million

F-23

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

unamortized discount) as of December 31, 2009, and a $248.0 million senior secured revolving credit facility (the “Revolver” and, together with the Term Loans, the “Credit Agreement”). Availability under the Revolver as of December 31, 2009, was $237.8 million (as reduced by $10.2 million of outstanding letters of credit). The obligations of the Operating Company and CapCo I under the Credit Agreement are guaranteed by Holdings and certain domestic subsidiaries of the Operating Company. The Term Loans are payable in quarterly installments and require payments of $83.3 million (including the excess cash flow payment of $65.5 million due for the year ended December 31, 2009, payable by March 31, 2010, as further described below) in 2010, $593.2 million in 2011, $11.6 million in 2012, $11.6 million in 2013 and $1,101.3 million in 2014 (disregarding any further mandatory or voluntary prepayments that may reduce such scheduled amortization payments).

On May 28, 2009, certain of the lenders under the Term Loans agreed to extend the final maturity of $1,200.0 million of the Term Loans, conditioned on the refinancing in full of the senior notes due 2012. As a result of such refinancing in November 2009, $610.0 million of the Term Loans will mature on October 7, 2011 (“Term Loan B”), and the remaining $1,191.0 million will mature on April 5, 2014 (“Term Loan C”).

On May 28, 2009, certain of the Revolver lenders agreed to extend their commitments, with respect to $112.8 million of the total commitment (“Extending Revolver”), conditioned on the refinancing in full of the senior notes due 2012. As a result of such refinancing in November 2009, $135.2 million of commitments under the Revolver will expire on October 7, 2010 (“Non-Extending Revolver”), and the remainder of the commitments will expire on October 1, 2013. In conjunction with the extension of these revolving commitments, the Company also voluntarily reduced the amount of total revolving commitments available to it under the Credit Agreement from $250.0 million to $248.0 million. In conjunction with the initial public offering of Graham Packaging Company Inc. (“GPC”), formerly known as BMP/Graham Holdings Corporation, on February 10, 2010, the Company received a $12.0 million increase to its revolving commitments.

Interest under the Term Loan B and the Non-Extending Revolver is payable at (a) the “Alternate Base Rate” (“ABR”) (the higher of the Prime Rate or the Federal Funds Rate plus 0.50%) plus a margin ranging from 1.00% to 1.75%; or (b) the “Eurodollar Rate” (the applicable interest rate offered to banks in the London interbank eurocurrency market) plus a margin ranging from 2.00% to 2.75%. Interest under the Term Loan C and the Extending Revolver is payable at (a) the “Adjusted Alternate Base Rate” (the higher of (x) the Prime Rate plus a margin of 3.25%; (y) the Federal Funds Rate plus a margin of 3.75%; or (z) the one-month Eurodollar Rate, subject to a floor of 2.50%, plus a margin of 4.25%); or (b) the Eurodollar Rate, subject to a floor of 2.50%, plus a margin of 4.25%. A commitment fee of 0.50% is due on the unused portion of the Non-Extending Revolver. A commitment fee of 0.75% is due on the unused portion of the Extending Revolver.

Substantially all domestic tangible and intangible assets of the Company are pledged as collateral pursuant to the terms of the Credit Agreement.

On November 24, 2009, the Operating Company and CapCo I co-issued $253.4 million aggregate principal amount of 8.25% senior unsecured notes (“Senior Notes”). The notes mature on January 1, 2017. The notes were issued at a price of 98.667% of par value, resulting in $250.0 million of gross proceeds. The $3.4 million of discount is being amortized and included in interest expense as the notes mature. The net proceeds from the offering, along with cash on hand, were used to fully discharge the Company’s obligations and interest payments under its 8.50% senior notes due 2012. In conjunction with the issuance of the Senior Notes, the Company recorded $5.3 million in deferred financing fees, which are included in other non-current assets on the Consolidated Balance Sheet and are being amortized on a straight-line basis over the term of the notes. In conjuction with the tendering of the 8.50% senior notes due 2012, the Company incurred tender premiums of $5.3 million, as well as the write-off of the remaining unamortized debt issuance fees of $4.2 million, which are reflected in net loss on debt extinguishment on the Consolidated Statement of Operations.

F-24

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

Besides these notes, as of December 31, 2009, the Company also had outstanding $375.0 million in senior subordinated notes due 2014 (“Senior Subordinated Notes”) co-issued by the Operating Company and CapCo I (collectively with the Senior Notes, the “Notes”). The Notes are unconditionally guaranteed, jointly and severally, by Holdings and certain domestic subsidiaries of the Operating Company and mature on October 7, 2014 (Senior Subordinated Notes) and January 1, 2017 (Senior Notes). Interest on the Senior Subordinated Notes is payable semi-annually at 9.875% per annum and interest on the Senior Notes is payable semi-annually at 8.25% per annum.

During 2004 and 2005, the Operating Company entered into forward starting interest rate swap agreements that effectively fixed the interest rate on $925.0 million of the Term Loans at a weighted average rate of 4.02%. These swap agreements went into effect at various points in 2006 and expired in December 2007 ($650.0 million) and January 2008 ($275.0 million).

During 2007, the Operating Company entered into two forward starting interest rate collar agreements that effectively fixed the interest rate within a fixed cap and floor rate on $385.0 million of the Term Loans at a weighted average cap rate of 4.70% and a weighted average floor rate of 2.88%. These forward starting collar agreements went into effect January 2008 and expired in January 2010.

During 2008, the Operating Company entered into four forward starting interest rate swap agreements that effectively fix the interest rate on $350.0 million of the Term Loans at a weighted average rate of 4.08%. These swap agreements went into effect August 2009 and expire in 2011.

The Credit Agreement and indentures governing the Notes contain a number of significant covenants that, among other things, restrict the Company’s and the Company’s subsidiaries’ ability to dispose of assets, repay other indebtedness, incur additional indebtedness, pay dividends, prepay subordinated indebtedness, incur liens, make capital expenditures, investments or acquisitions, engage in mergers or consolidations, engage in transactions with affiliates and otherwise restrict the Company’s activities. In addition, under the Credit Agreement, the Company is required to satisfy specified financial ratios and tests. The Credit Agreement also requires that up to 50% of excess cash flow (as defined in the Credit Agreement) be applied on an annual basis to pay down the Term Loans. An excess cash flow payment of $65.5 million was due for the year ended December 31, 2009, payable by March 31, 2010. As of December 31, 2009, the Company was in compliance with all covenants.

Under the Credit Agreement, the Operating Company is subject to restrictions on the payment of dividends or other distributions to Holdings; provided that, subject to certain limitations, the Operating Company may pay dividends or other distributions to Holdings:

• in respect of overhead, tax and tax-related liabilities, legal, accounting and other professional fees and expenses; and

• to fund purchases and redemptions of equity interests of Holdings or GPC held by then present or former officers or employees of Holdings, the Operating Company or their Subsidiaries (as defined therein) or by any employee stock ownership plan upon that person’s death, disability, retirement or termination of employment or other circumstances with annual dollar limitations.

The Company’s weighted average effective interest rate on the outstanding borrowings under the Term Loans and Revolver was 5.71% and 5.50% at December 31, 2009 and 2008, respectively, excluding the effect of interest rate collar and swap agreements.

F-25

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

The Company had several foreign and other revolving credit facilities denominated in U.S. dollars, Brazilian real, Argentine pesos and Polish zloty with aggregate available borrowings at December 31, 2009, equivalent to $11.2 million. The Company’s average effective interest rate on borrowings of $3.4 million on these credit facilities at December 31, 2009, was 11.1%. The Company’s average effective interest rate on borrowings of $2.5 million on these credit facilities at December 31, 2008, was 20.3%.

Cash paid for interest during 2009, 2008 and 2007, net of amounts capitalized of $3.4 million, $3.9 million and $5.7 million, respectively, totaled $177.7 million, $169.0 million and $198.4 million, respectively.

The annual debt service requirements of the Company for the succeeding five years are as follows (in thousands):

2010	$	106,424
2011		600,208
2012		12,179
2013		11,571
2014		1,101,307
Thereafter		628,378

As required by the guidance under ASC 470-50-40, “Modifications and Extinguishments,” the Company performed an analysis to determine whether the amendment of the Credit Agreement to extend the maturity date of the Term Loans and Revolver on May 28, 2009, would be recorded as an extinguishment of debt or a modification of debt. Based on the Company’s analysis, it was determined that the amendment qualified as a debt extinguishment under this guidance and, as a result, the Company recorded a gain on debt extinguishment of $0.8 million. The gain on debt extinguishment is comprised of the following items (in millions):

Recorded value of debt subject to amendment, prior to amendment	$	1,200.0
Fair value of debt resulting from amendment (see Note 12 for further discussion)		(1,177.3	)
Gain on extinguished debt, before costs		22.7
Write-off of deferred financing fees on extinguished debt		(9.3	)
New issuance costs on extinguished debt		(12.6	)
Total	$	0.8

In conjunction with the amendment, the Company recorded $2.5 million in deferred financing fees, which are included in other non-current assets on the Consolidated Balance Sheet and are being amortized to interest expense over the terms of the respective debt using the effective interest method.

12. Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair values of each class of financial instruments:

Cash and Cash Equivalents, Accounts Receivable and Accounts Payable

The fair values of these financial instruments approximate their carrying amounts.

F-26

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

Long-Term Debt

The Company’s long-term debt consists of both variable-rate and fixed-rate debt. The fair values of the Company’s long-term debt were based on market price information. The Company’s variable-rate debt, including the Company’s Credit Agreement, totaled $1,790.1 million (net of $19.9 million unamortized discount) and $1,846.1 million at December 31, 2009 and 2008, respectively. The fair value of this long-term debt, including the current portion, was approximately $1,809.8 million and $1,325.7 million at December 31, 2009 and 2008, respectively. The Company’s fixed-rate debt, including $253.4 million of Senior Notes and $375.0 million of Senior Subordinated Notes, totaled $646.8 million (net of $3.3 million unamortized discount) and $653.1 million at December 31, 2009 and 2008, respectively. The fair value of this long-term debt, including the current portion, was approximately $652.8 million and $436.9 million at December 31, 2009 and 2008, respectively.

Derivatives

On January 1, 2008, the Company adopted the guidance under ASC 820-10, “Fair Value Measurements and Disclosures,” which established the following fair value hierarchy that prioritizes the inputs used to measure fair value:

Level 1: Inputs are quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Inputs include the following:

a) Quoted prices in active markets for similar assets or liabilities.

b) Quoted prices in markets that are not active for identical or similar assets or liabilities.

c) Inputs other than quoted prices that are observable for the asset or liability.

d) Inputs that are derived primarily from or corroborated by observable market data by correlation or other means.

Level 3: Inputs are unobservable inputs for the asset or liability.

Recurring Fair Value Measurements

The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2009, by level within the fair value hierarchy:

	Fair Value Measurements Using
	Level 1		Level 2		Level 3
	(In thousands)
Liabilities:
Interest rate collar agreements	$	—	$	68	$	—
Interest rate swap agreements		—		16,688		—
Foreign currency exchange contract		—		27		—

The fair values of the Company’s derivative financial instruments are observable at commonly quoted intervals for the full term of the derivatives and therefore considered level 2 inputs.

Non-recurring Fair Value Measurements

The Company has real estate located in Edison, New Jersey that is held for sale. The aggregate carrying value of these assets at December 31, 2009, was $6.6 million, which is less than the fair value of these assets and

F-27

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

therefore resulted in no impairment charge for these assets. The determination of fair value included certain unobservable inputs, which reflect the Company’s assumptions regarding how market participants would price these assets in the marketplace, and therefore are considered level 3 inputs. The fair value of this real estate was based on offers received from potential buyers.

The Company also recorded impairment charges in continuing operations of $41.8 million for the year ended December 31, 2009, for long-lived assets in Argentina, Belgium, Brazil, France, Mexico, Netherlands, Poland Turkey, Venezuela, the United Kingdom and the United States whose carrying values exceeded fair values. Fair values for these assets were based on projected future cash flows, discounted using either a risk-free rate or a risk-adjusted rate, which the Company considers level 3 inputs.

The Company signed a Letter of Intent in the second quarter of 2009 to sell its manufacturing facility located in Meaux, France to an independent third party. The sale occurred in November 2009. Based upon the Letter of Intent, the high probability that the sale would occur and the conclusions made by the Company, after consideration of level 3 inputs, that there were no projected future cash flows for this location, the Company recorded an impairment charge in discontinued operations of $5.9 million for the year ended December 31, 2009.

As previously discussed, on May 28, 2009, the Company amended its Credit Agreement to extend the final maturity date of certain loans and revolver commitments. In accordance with the guidance under ASC 470-50-40, “Modifications and Extinguishments,” this transaction was treated as a debt extinguishment and the new debt was initially recorded at its fair value of $1,177.3 million, which was based on the average trading price on the first trade date and is considered a level 2 input. The initial fair value discount of $22.7 million is being amortized to interest expense over the term of the Term Loan C using the effective interest method.

13. Derivative Financial Instruments

The Company’s business and activities expose it to a variety of market risks, including risks related to changes in interest rates, foreign currency exchange rates and commodity prices. These financial exposures are monitored and managed by the Company as an integral part of its market risk management program. This program recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effects that market volatility could have on operating results. As part of its market risk management strategy, the Company uses derivative instruments to protect cash flows from fluctuations caused by volatility in interest rates, foreign currency exchange rates and commodity prices.

Credit risk arising from the inability of a counterparty to meet the terms of the Company’s financial instrument contracts is generally limited to the amounts, if any, by which the counterparty’s obligations exceed the obligations of the Company. It is the Company’s policy to enter into financial instruments with a diverse group of creditworthy counterparties in order to spread the risk among multiple counterparties. With respect to the Company’s cash flow hedges, the Company routinely considers the possible impact of counterparty default when assessing whether a hedging relationship continues to be effective. The Company has considered the recent market events in determining the impact, if any, of counterparty default on its cash flow hedges. The cash flow hedges that the Company currently has are with major banking institutions and the Company has concluded that the likelihood of counterparty default is remote.

Cash Flow Hedges

The Company’s interest rate risk management strategy is to use derivative instruments to minimize significant unanticipated earnings fluctuations that may arise from volatility in interest rates of the Company’s

F-28

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

borrowings and to manage the interest rate sensitivity of its debt. Interest rate collar and swap agreements are used to hedge exposure to interest rates associated with the Company’s Credit Agreement. Under these agreements, the Company agrees to exchange with a third party at specified intervals the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount. In 2009 and 2008, the liabilities associated with interest rate collar and swap agreements were recorded on the balance sheet in other current liabilities and other non-current liabilities, at fair value. The hedges were highly effective as defined by ASC 815, “Derivatives and Hedging,” with the effective portion of the cash flow hedges recorded in other comprehensive income (loss) until the first quarter of 2009, as further discussed below. The effective portion of these cash flow hedges recorded in other comprehensive income (loss) was an unrealized loss of $22.6 million as of December 31, 2008.

Derivatives are an important component of the Company’s interest rate management program, leading to acceptable levels of variable interest rate risk. Had the Company not hedged its interest rates in 2009, 2008 and 2007, interest expense would have been lower by $13.1 million and $0.2 million and higher by $12.3 million, respectively, compared to an entirely unhedged variable-rate debt portfolio.

The Company uses foreign currency exchange contracts as hedges against payments of intercompany balances and anticipated purchases denominated in foreign currencies. The Company enters into these contracts to protect itself against the risk that the eventual net cash flows will be adversely affected by changes in exchange rates. At December 31, 2009 and 2008, the Company had foreign currency exchange contracts outstanding for the purchase of pound sterling in an amount of $1.5 million and Canadian dollars and pound sterling in an aggregate amount of $10.2 million, respectively.

The Company’s energy risk management strategy is to use derivative instruments to minimize significant unanticipated manufacturing cost fluctuations that may arise from volatility in natural gas prices.

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on derivatives representing hedge ineffectiveness, if any, are recognized in current earnings.

The maximum term over which the Company is hedging exposures to the variability of cash flows (for all forecasted transactions, excluding interest payments on variable-rate debt) is 12 months.

Derivatives Not Designated as Hedging Instruments

During the first quarter of 2009, the Company elected to roll over its senior secured term loan in one-month increments to reduce its cash interest, as opposed to continuing to roll over its senior secured term loan in three-month increments to match the terms of its interest rate collar agreements. The Company has therefore discontinued hedge accounting for its interest rate collar and swap agreements. The amount recorded in accumulated other comprehensive income (loss) as of the date the Company discontinued hedge accounting for its interest rate collar and swap agreements is being recognized as interest expense over the period in which the previously hedged activity continues to occur. Changes in the fair value of the interest rate collar and swap agreements from that date are also being recognized as interest expense. Of the amount recorded within accumulated other comprehensive income (loss) as of December 31, 2009, 63% is expected to be recognized in interest expense in the next twelve months.

F-29

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

During the first quarter of 2009, the Company entered into foreign currency exchange contracts to hedge the effects of fluctuations in exchange rates on an anticipated euro-denominated purchase of equipment. The gains or losses on the derivatives were recognized in current earnings.

Financial instruments are not held by the Company for trading purposes.

The notional amounts of the Company’s derivative instruments outstanding as of December 31, 2009, were as follows:

	Notional Amount
	(In thousands)
Derivatives designated as hedges:
Foreign currency exchange contract	$	1,544
Total derivatives designated as hedges	$	1,544
Derivatives not designated as hedges:
Interest rate collar agreements	$	385,000
Interest rate swap agreements		350,000
Total derivatives not designated as hedges	$	735,000

The fair values of the Company’s derivative instruments outstanding as of December 31, 2009, were as follows:

	Balance Sheet Location	Fair Value
		(In thousands)
Liability derivatives:
Derivatives designated as hedges:
Foreign currency exchange contract	Accrued expenses and other current liabilities	$	27
Total derivatives designated as hedges			27
Derivatives not designated as hedges:
Interest rate collar agreements	Accrued expenses and other current liabilities		68
Interest rate swap agreements	Accrued expenses and other current liabilities		10,466
Interest rate swap agreements	Other non-current liabilities		6,222
Total derivatives not designated as hedges			16,756
Total liability derivatives		$	16,783

F-30

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

The gains and losses on the Company’s derivative instruments during the year ended December 31, 2009, were as follows:

	Amount of Gain or (Loss) Recognized in AOCI (a) (Effective Portion) for the Year Ended December 31, 2009			Income Statement Classification	Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) for the Year Ended December 31, 2009
	(In thousands)				(In thousands)
Derivatives designated as hedges:
Cash flow hedges:
Foreign currency exchange contract	$	122		Other income, net	$	122
Natural gas swap agreements		(180	)	Cost of goods sold		(430	)
Total derivatives designated as hedges	$	(58	)		$	(308	)
					Amount of Gain or (Loss) Recognized in Income for the Year Ended December 31, 2009
					(In thousands)
Derivatives not designated as hedges:
Interest rate collar agreements				Interest expense	$	(7,790	)
Interest rate swap agreements				Interest expense		(9,131	)
Foreign currency exchange contracts				Other income, net		95
Total derivatives not designated as hedges					$	(16,826	)

(a) Accumulated other comprehensive income (loss) (“AOCI”).

14. Transactions with Related Parties

The Company had transactions with entities affiliated through common ownership. The Company was a party to an Equipment Sales, Services and License Agreement dated February 2, 1998 (“Equipment Sales Agreement”) with Graham Engineering Corporation (“Graham Engineering”), under which Graham Engineering provided the Company with certain sizes of the Graham Wheel, which is an extrusion blow molding machine, on an exclusive basis within the countries and regions in which the Company had material sales of plastic containers. Certain entities controlled by Donald C. Graham and his family (the “Graham Family”) own Graham Engineering and have a 15% ownership interest in the Company as of December 31, 2009. In addition, they have supplied management services to the Company since 1998. The Equipment Sales Agreement terminated on December 31, 2007. An entity affiliated with Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital Partners III L.P. and Blackstone Family Investment Partnership III L.P. (collectively, “Blackstone”), which together have an 80% ownership interest in the Company as of December 31, 2009, has supplied management services to the Company since 1998. Under the Fifth Amended and Restated Limited Partnership Agreement and the Amended and Restated Monitoring Agreement, the Company was obligated to make annual payments of $2.0 million and $3.0 million to affiliates of the Graham Family and Blackstone, respectively.

F-31

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

Transactions with entities affiliated through common ownership included the following:

	Year Ended December 31,
	2009		2008		2007
	(In thousands)
Equipment and related services purchased from affiliates	$	2,504	$	1,272	$	11,011
Management services provided by affiliates (1)	$	10,024	$	5,213	$	5,293
Interest income on notes receivable from owners	$	273	$	121	$	114

(1) Amount for the year ended December 31, 2009, includes a $5.0 million fee from Blackstone Management Partners III L.L.C. in connection with the Fourth Amendment to the Credit Agreement entered into on May 28, 2009. This amount was charged against the resulting gain on debt extinguishment (see Note 11).

Account balances with affiliates included the following:

	As of December 31,
	2009		2008
	(In thousands)
Accounts payable	$	972	$	1,386
Notes and interest receivable for ownership interests	$	1,795	$	2,060
Receivable from owner	$	4,559	$	4,232

At December 31, 2009, the Company had loans outstanding to certain former management employees of the Company of $1.8 million for the purchase of shares of GPC, which owns, directly and indirectly, 85% of the Company as of December 31, 2009. These loans were made in connection with the capital call payments made on September 29, 2000, and March 29, 2001, pursuant to the capital call agreement dated as of August 13, 1998. The proceeds from the loans were used to fund management’s share of the capital call payments. In October 2009, current management repaid $0.3 million of these loans. The loans mature on September 28, 2012, and March 30, 2013, respectively, and accrue interest at a rate of 6.22%. The loans are secured by a pledge of the stock purchased by the loans. The loans and related interest are reflected in partners’ capital (deficit) on the Consolidated Balance Sheets.

On behalf of Blackstone, the Company made payments to a former Chief Executive Officer and Chief Financial Officer of the Company on January 5, 2007, for its repurchase of all of their outstanding shares of GPC, pursuant to separation agreements dated as of December 3, 2006. Additionally, on behalf of Blackstone, the Company made a payment to a former Senior Vice President on April 10, 2009, for its repurchase of all of his outstanding shares of GPC. As a result of these payments, Blackstone became the owners of these shares and owe the Company $4.6 million. This receivable is reflected in partners’ capital (deficit) on the Consolidated Balance Sheets.

Gary G. Michael, a member of GPC’s Board of Directors and a member of the former committee that advised the partnership and the general partners, also serves on the Board of Directors of The Clorox Company, which is a large customer of the Company. Included in current assets at December 31, 2009 and 2008, were receivables from The Clorox Company of $2.3 million and $3.6 million, respectively. Included in net sales for the years ended December 31, 2009, 2008 and 2007, were net sales to The Clorox Company of $49.1 million, $45.2 million and $30.0 million, respectively.

15. Pension Plans

Substantially all employees of the Company participate in noncontributory defined benefit or defined contribution pension plans.

F-32

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

The U.S. defined benefit plan covering salaried employees provides retirement benefits based on the final five years average compensation, while plans covering hourly employees provide benefits based on years of service. The Company’s hourly and salaried pension plan covering non-union employees was frozen to future salary and service accruals in the fourth quarter of 2006.

The Company accounts for its defined benefit plans under the guidance in ASC 715, “Defined Benefit Plans.” The Company uses a December 31 measurement date for all of its plans. The components of pension expense and other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were as follows:

	Pension Plan
	U.S.									Non-U.S.
	2009			2008			2007			2009			2008			2007
	(In thousands)
Net periodic benefit cost and amounts recognized in other comprehensive income (loss):
Service cost	$	1,795		$	1,821		$	2,192		$	442		$	690		$	798
Interest cost		5,189			4,695			4,339			847			910			891
Expected return on assets		(4,958	)		(5,711	)		(5,114	)		(792	)		(963	)		(953	)
Amortization of prior service cost		668			665			673			50			54			53
Amortization of net loss		1,602			80			85			42			66			50
Special benefits charge		52			318			—			—			—			—
Settlements/curtailments		181			—			—			—			—			—
Net periodic pension costs		4,529			1,868			2,175			589			757			839
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
Prior service cost for period		—			356			5,050			—			—			303
Net (gain) loss for period		(9,953	)		29,585			27			940			(325	)		(504	)
Amortization of prior service cost		(849	)		(665	)		(673	)		(50	)		(54	)		(53	)
Amortization of net loss		(1,602	)		(80	)		(85	)		(42	)		(66	)		(50	)
Foreign currency exchange rate change		—			—			—			884			(84	)		369
Total		(12,404	)		29,196			4,319			1,732			(529	)		65
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$	(7,875	)	$	31,064		$	6,494		$	2,321		$	228		$	904

The estimated prior service cost and net actuarial loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2010 are $0.6 million and $0.8 million, respectively, for the U.S. plans, and $0.1 million and $0.1 million, respectively, for the non-U.S. plans.

F-33

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

All of the Company’s plans have a benefit obligation in excess of plan assets. Using the most recent actuarial valuations, the following table sets forth the change in the Company’s benefit obligation and pension plan assets at market value for the years ended December 31, 2009 and 2008. The Company uses the fair value of its pension assets in the calculation of pension expense for all of its pension plans.

	U.S.						Non-U.S.
	2009			2008			2009			2008
	(In thousands)
Change in benefit obligation:
Benefit obligation at beginning of year	$	(87,583	)	$	(76,049	)	$	(12,425	)	$	(18,256	)
Service cost		(1,795	)		(1,821	)		(442	)		(690	)
Interest cost		(5,189	)		(4,695	)		(847	)		(910	)
Benefits paid		2,422			2,440			393			541
Change in benefit payments due to experience		—			—			(21	)		(18	)
Settlements/curtailments		142			—			—			—
Participant contributions		—			—			(78	)		(102	)
Effect of exchange rate changes		—			—			(2,293	)		4,094
Increase in benefit obligation due to change in discount rate		—			(6,949	)		—			—
Special termination benefits		(52	)		(318	)		—			—
Actuarial gain (loss)		939			165			(779	)		2,916
Increase in benefit obligation due to plan change		—			(356	)		—			—
Benefit obligation at end of year	$	(91,116	)	$	(87,583	)	$	(16,492	)	$	(12,425	)
Change in plan assets:
Plan assets at market value at beginning of year	$	52,009		$	64,333		$	10,146		$	14,767
Actual return on plan assets		13,831			(17,090	)		1,281			(1,611	)
Foreign currency exchange rate changes		—			—			1,366			(3,356	)
Employer contributions		15,585			7,206			743			785
Participant contributions		—			—			78			102
Benefits paid		(2,422	)		(2,440	)		(393	)		(541	)
Plan assets at market value at end of year	$	79,003		$	52,009		$	13,221		$	10,146
Funded status at end of year	$	(12,113	)	$	(35,574	)	$	(3,271	)	$	(2,279	)
Amounts recognized in the consolidated balance sheets consist of:
Current liabilities	$	—		$	—		$	(32	)	$	(16	)
Non-current liabilities		(12,113	)		(35,574	)		(3,239	)		(2,263	)
Total	$	(12,113	)	$	(35,574	)	$	(3,271	)	$	(2,279	)
Amounts recognized in accumulated other comprehensive income (loss):
Unrecognized prior service cost	$	5,309		$	6,158		$	481		$	459
Unrecognized net actuarial loss		19,702			31,258			1,567			485
Total	$	25,011		$	37,416		$	2,048		$	944
Accrued benefit cost:
Accrued benefit cost at beginning of year	$	1,842		$	(3,496	)	$	(1,334	)	$	(2,015	)
Net periodic benefit cost		(4,529	)		(1,868	)		(589	)		(757	)
Employer contributions		15,585			7,206			743			785
Effect of exchange rate changes		—			—			(43	)		652
Accrued benefit cost at end of year	$	12,898		$	1,842		$	(1,223	)	$	(1,335	)

F-34

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

The accumulated benefit obligation for all defined benefit pension plans was $107.6 million and $100.0 million as of December 31, 2009 and 2008, respectively.

Pension plans with accumulated benefit obligations in excess of plan assets at December 31 is as follows:

	As of December 31,
	2009		2008
	(In thousands)
Projected benefit obligation	$	107,608	$	100,008
Accumulated benefit obligation		107,608		100,008
Fair value of plan assets		92,224		62,155

The following table presents significant assumptions used to determine benefit obligations at December 31:

	2009		2008
Discount rate:
- U.S.	6.00	%	6.25	%
- Canada	5.75	%	6.25	%
- UK	6.00	%	6.40	%
- Mexico	8.60	%	8.16	%
Rate of compensation increase:
- U.S.	N/A		N/A
- Canada	4.00	%	4.00	%
- UK	3.10	%	3.80	%
- Mexico	5.04	%	5.04	%

The following table presents significant weighted average assumptions used to determine benefit cost for the years ended December 31:

	Actuarial Assumptions
	U.S.		Canada		UK		Mexico
Discount rate:
2009	6.00	%	5.75	%	6.00	%	8.60	%
2008	6.00	%	5.25	%	5.37	%	7.64	%
2007	5.75	%	5.00	%	5.00	%	5.59	%
Long-term rate of return on plan assets:
2009	8.00	%	7.00	%	6.43	%	N/A
2008	8.75	%	7.00	%	7.10	%	N/A
2007	8.75	%	8.00	%	6.92	%	N/A
Weighted average rate of increase for future compensation levels:
2009	N/A		4.00	%	3.10	%	5.04	%
2008	N/A		4.00	%	3.60	%	4.54	%
2007	4.50	%	4.00	%	3.60	%	4.91	%

Pension expense is calculated based upon a number of actuarial assumptions established on January 1 of the applicable year, detailed in the table above, including a weighted-average discount rate, an expected long-term rate of return on plan assets and rate of increase in future compensation levels. The discount rate used by the

F-35

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

Company for valuing pension liabilities is based on a review of high quality corporate bond yields with maturities approximating the remaining life of the projected benefit obligations. The U.S. expected long-term rate of return assumption on plan assets (which consist mainly of U.S. equity and debt securities) was developed by evaluating input from the Company’s actuaries and investment consultants as well as long-term inflation assumptions. Projected returns by such consultants are based on broad equity and bond indices. The expected long-term rate of return on plan assets is based on an asset allocation assumption of 65% with equity managers and 35% with fixed income managers. At December 31, 2009, the Company’s asset allocation was 48% with equity managers, 47% with fixed income managers and 5% other. At December 31, 2008, the Company’s asset allocation was 52% with equity managers, 37% with fixed income managers and 11% other. The Company believes that its long-term asset allocation on average will approximate 65% with equity managers and 35% with fixed income managers. The Company regularly reviews its actual asset allocation and periodically rebalances its investments to targeted allocations when considered appropriate. Based on this methodology, the Company’s expected long-term rate of return assumption was 8.00% and 8.75% in 2009 and 2008, respectively.

Asset allocation for the Company’s UK plan is 35% with equity managers, 50% with fixed income managers and 15% in real estate.

The Company made cash contributions to its pension plans in 2009 of $16.3 million and paid benefit payments of $2.8 million. The 2009 cash contribution amount includes a voluntary payment of $12.7 million to the U.S. defined benefit plans to maintain specific funding target percentages. The Company estimates that based on current actuarial calculations it will make cash contributions to its pension plans in 2010 of $7.3 million. Cash contributions in subsequent years will depend on a number of factors including performance of plan assets.

As of December 31, 2009, the Company adopted new guidance under ASC 715, “Defined Benefit Plans,” that requires disclosures of the fair value of pension plan assets. The following table presents the fair value of pension plan assets classified under the appropriate level of the fair value hierarchy as of December 31, 2009. Refer to Note 12 for the definition of fair value and a description of the fair value hierarchy structure.

	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
	(In thousands)
Asset Category:
Cash and cash equivalents	$	6,440	$	—	$	—	$	6,440
Mutual funds
U.S. equity		26,826		—		—		26,826
International equity		11,149		—		—		11,149
International fixed income		12,147		—		—		12,147
Taxable fixed income funds		25,831		—				25,831
International equity securities		3,571		—		—		3,571
Commingled pools / collective trusts		—		6,260		—		6,260
Total	$	85,964	$	6,260	$	—	$	92,224

The Company measures fair value of mutual funds, taxable fixed income funds and international equity securities based on quoted market prices, as substantially all of these instruments have active markets. The Canadian pension plan is invested in only one asset, which is a commingled pooled trust that maintains diversification among various asset classes, including Canadian common stocks, bonds and money market securities, U.S. equities, other international equities and fixed income investments. Such investments are valued at the net asset value of the shares held at December 31, 2009. Accordingly, these investments are included in level 2.

F-36

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

	Benefit Payments
	(In thousands)
2010	$	2,900
2011		3,243
2012		3,683
2013		4,039
2014		4,400
Years 2015—2019		28,920

During 2009, the Company closed its plant located in Bristol, Pennsylvania and announced the closure of its plant in Vicksburg, Mississippi. The Company recorded a net curtailment charge of $0.1 million for the vesting of all non-vested pension plan participants. Subsequent to year-end, the Company made a voluntary contribution of $0.5 million on January 29, 2010, to fully fund the Bristol, Pennsylvania plan.

The Company also participated in a defined contribution plan under Internal Revenue Code Section 401(k), which covered all U.S. employees of the Company except those represented by a collective bargaining unit. The Company’s contributions were determined as a specified percentage of employee contributions, subject to certain maximum limitations. The Company’s costs for the defined contribution plan for 2009, 2008 and 2007 were $7.4 million, $8.3 million and $8.5 million, respectively.

The Company also had a statutory plan in the Netherlands that is not included in the amounts above. As of December 31, 2009, this plan had pension liabilities of $0.8 million.

16. Partners’ Capital

Holdings was formed under the name “Sonoco Graham Company” on April 3, 1989, as a limited partnership in accordance with the provisions of the Pennsylvania Uniform Limited Partnership Act, and on March 28, 1991, Holdings changed its name to “Graham Packaging Company.” Pursuant to an Agreement and Plan of Recapitalization, Redemption and Purchase, dated as of December 18, 1997 (the “Recapitalization Agreement”), (i) Holdings, (ii) the then owners of the Company (the “Graham Entities”) and (iii) GPC and BCP/Graham Holdings L.L.C. (“BCP”), a Delaware limited liability company and a wholly-owned subsidiary of GPC (and, together with GPC, the “Equity Investors”) agreed to a recapitalization of Holdings (the “Recapitalization”). Closing under the Recapitalization Agreement occurred on February 2, 1998. Upon the closing of the Recapitalization, the name of Holdings was changed to “Graham Packaging Holdings Company.” Holdings will continue until its dissolution and winding up in accordance with the terms of the Holdings Partnership Agreement (as defined below).

As a result of the consummation of the Recapitalization, as of December 31, 2009, GPC owned an 80.9% limited partnership interest in Holdings and BCP owned a 4% general partnership interest in Holdings. The Graham Family retained a 0.7% general partnership interest and a 14.3% limited partnership interest in Holdings. On December 23, 2008, Roger M. Prevot exercised an option to purchase 9.3 partnership units and therefore owned a 0.1% limited partnership interest in Holdings. Additionally, Holdings owns a 99% limited partnership interest in the Operating Company, and GPC Opco GP L.L.C., a wholly-owned subsidiary of Holdings, owns a 1% general partnership interest in the Operating Company.

F-37

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

As contemplated by the Recapitalization Agreement, the Graham Family (as successors and assigns of Graham Capital Corporation and Graham Family Growth Partnership), Graham Packaging Corporation (“Graham GP Corp”), GPC and BCP entered into a Fifth Amended and Restated Agreement of Limited Partnership (the “Holdings Partnership Agreement”). The general partners of the partnership, as of December 31, 2009, were BCP and Graham GP Corp, and the limited partners of the partnership were GPC Holdings, L.P., GPC and Roger M. Prevot.

Capital Accounts. A capital account is maintained for each partner on the books of the Company. The Holdings Partnership Agreement provides that at no time during the term of the partnership or upon dissolution and liquidation thereof shall a limited partner with a negative balance in its capital account have any obligation to Holdings or the other partners to restore such negative balance. Items of partnership income or loss are allocated to the partners’ capital accounts in accordance with their percentage interests except as provided in Section 704(c) of the Internal Revenue Code with respect to contributed property where the allocations are made in accordance with the U.S. Treasury regulations thereunder.

Distributions. The Holdings Partnership Agreement requires certain tax distributions to be made if and when Holdings has taxable income. Other distributions shall be made in proportion to the partners’ respective percentage interests.

Transfers of Partnership Interests. The Holdings Partnership Agreement provides that, subject to certain exceptions including, without limitation, the transfer rights described below, general partners shall not withdraw from Holdings, resign as a general partner nor transfer their general partnership interests without the consent of all general partners, and limited partners shall not transfer their limited partnership interests.

If either Graham GP Corp. and/or GPC Holdings, L.P. (individually “Continuing Graham Partner” and collectively the “Continuing Graham Partners”) wishes to sell or otherwise transfer its partnership interests pursuant to a bona fide offer from a third party, Holdings and the Equity Investors must be given a prior opportunity to purchase such interests at the same purchase price set forth in such offer. If Holdings and the Equity Investors do not elect to make such purchase, then such Continuing Graham Partner may sell or transfer such partnership interests to such third party upon the terms set forth in such offer. If the Equity Investors wish to sell or otherwise transfer their partnership interests pursuant to a bona fide offer from a third party, the Continuing Graham Partners shall have a right to include in such sale or transfer a proportionate percentage of their partnership interests. If the Equity Investors (so long as they hold 51% or more of the partnership interests) wish to sell or otherwise transfer their partnership interests pursuant to a bona fide offer from a third party, the Equity Investors shall have the right to compel the Continuing Graham Partners to include in such sale or transfer a proportionate percentage of their partnership interests.

Dissolution. The Holdings Partnership Agreement provides that Holdings shall be dissolved upon the earliest of (i) the sale, exchange or other disposition of all or substantially all of Holdings’ assets, (ii) the withdrawal, resignation, filing of a certificate of dissolution or revocation of the charter or bankruptcy of a general partner, or the occurrence of any other event which causes a general partner to cease to be a general partner unless (a) the remaining general partner elects to continue the business or (b) if there is no remaining general partner, a majority-in-interest of the limited partners elect to continue the partnership, or (iii) such date as the partners shall unanimously elect.

F-38

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

17. Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss), net of income taxes, consisted of:

	Cash Flow Hedges			Pension Liability			Cumulative Translation Adjustments			Total
	(In thousands)
Balance at January 1, 2007	$	10,866		$	(5,289	)	$	26,075		$	31,652
Other comprehensive income		(11,572	)		(3,670	)		36,334			21,092
Balance at December 31, 2007		(706	)		(8,959	)		62,409			52,744
Other comprehensive income		(22,361	)		(29,028	)		(65,941	)		(117,330	)
Balance at December 31, 2008		(23,067	)		(37,987	)		(3,532	)		(64,586	)
Other comprehensive income		10,111	(1)		10,432			19,579			40,122
Balance at December 31, 2009	$	(12,956	)	$	(27,555	)	$	16,047		$	(24,464	)

(1) Includes amortization of amounts in accumulated other comprehensive income (loss) as of the date the Company discontinued hedge accounting for its interest rate collar and swap agreements of $9.6 million (net of tax of $0).

18. Option Plans

Options have been granted under the terms of the Graham Packaging Holdings Company Management Option Plan (the “1998 Option Plan”), the 2004 Graham Packaging Holdings Company Management Option Plan (the “2004 Option Plan”) and the 2008 Graham Packaging Holdings Company Management Option Plan (the “2008 Option Plan” and, collectively with the 1998 Option Plan and the 2004 Option Plan, the “Option Plans”).

The Option Plans provide for the grant to management employees of Holdings and its subsidiaries and non-employee members of the Advisory Committee, advisors, consultants and other individuals providing services to Holdings of options (“Options”) to purchase limited partnership interests in Holdings (each interest being referred to as a “Unit”). The aggregate number of Units with respect to which Options may be granted under the 1998 Option Plan may not exceed 2,386,090 Units and the aggregate number of Units with respect to which Options may be granted at any time under the 2008 Option Plan, together with the 2004 Option Plan, may not exceed 4,834,196 Units, representing a total of up to 12.5% of the equity of Holdings as of December 31, 2009. A committee has been appointed to administer the Option Plans, including, without limitation, the determination of the individuals to whom grants will be made, the number of Units subject to each grant and the various terms of such grants.

Under the 1998 Option Plan and the 2004 Option Plan, the exercise price per Unit is or will be equal to or greater than the fair value of a Unit on the date of grant. Under the 2008 Option Plan, the exercise price per Unit is or will be less than, equal to, or greater than the fair value of a Unit on the date of grant, provided that there are limitations on exercise of any Option granted at less than fair value on the grant date. The Company determines the fair value of a Unit by considering market multiples of comparable public companies and recent transactions involving comparable public and private companies, and by performing discounted cash flow analyses on its projected cash flows. The Company utilizes the services of an appraisal firm to assist in these analyses. The number and type of Units covered by outstanding Options and exercise prices may be adjusted to reflect certain events such as recapitalizations, mergers or reorganizations of or by Holdings. The Option Plans are intended to

F-39

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

advance the best interests of the Company by allowing such employees to acquire an ownership interest in the Company, thereby motivating them to contribute to the success of the Company and to remain in the employ of the Company.

In general, Options awarded under the 1998 Option Plan vest according to either a time-based component or time-based and performance-based components as follows: 50% of the Options vest and become exercisable in 20% increments annually over five years, so long as the holder of the Option is still an employee on the vesting date, and 50% of the Options vest and become exercisable in 20% increments annually over five years, so long as the Company achieves specified earnings targets for each year, although these Options do become exercisable in full without regard to the Company’s achievement of these targets on the ninth anniversary of the date of grant, so long as the holder of the Option is still an employee on that date.

In general, time-based options awarded under the 2004 Option Plan and the 2008 Option Plan vest and become exercisable in 25% increments annually over four years, so long as the holder of the Option is still an employee on the vesting date, and in limited circumstances, options have been granted under the 2004 Option Plan and the 2008 Option Plan with vesting subject to the additional requirement of the achievement of an earnings target. In some circumstances, options have been granted under the 2004 Option Plan and the 2008 Option Plan that vest contingent upon the employee’s continuous employment with the Company and the sale by Blackstone of its entire interest in the Company, with the vesting percentage based upon the multiple of invested capital Blackstone achieves in such a sale (“MOIC Options”). These MOIC Options have been amended to provide that the MOIC Options will vest in accordance with the multiple of the invested capital Blackstone achieves if the employee remains continuously employed with the Company through the date on which Blackstone sells 75% of its interest in the Company. Employees can also qualify for additional vesting if Blackstone achieves additional multiple of invested capital milestones upon subsequent sales of its interest in the Company provided that those employees remain employed through a date that precedes such subsequent sale by three months or less.

Generally, upon a holder’s termination, all unvested options are forfeited and vested options must be exercised within 90 days of the termination event, with variations based on the circumstances of termination.

Options awarded under the Option Plans have a term of ten years. In the past, the Company has amended the terms of specified options to extend their terms.

The weighted average fair value at date of grant for Options granted in 2009, 2008 and 2007 was $1.42, $2.81 and $1.67 per Option, respectively. The fair value of each Option was estimated on the date of the grant using a fair value option pricing model, with the following weighted-average assumptions:

	2009		2008		2007
Dividend yield	0	%	0	%	0	%
Expected volatility	30	%	30	%	30	%
Risk-free interest rate	2.05	%	2.28	%	3.50	%
Expected option life (in years)	4.5		4.5		3.2

The Company estimates expected volatility based upon the volatility of the stocks of comparable public companies. The Company’s expected life of Options granted was based upon actual experience and expected employee turnover. The risk-free interest rate was based on the implied yield available on U.S. Treasury zero-coupon issues with a term equivalent to the expected life of the Options granted. The Company has not paid dividends in the past and does not plan to pay any dividends in the foreseeable future.

F-40

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

A summary of the changes in the Options outstanding under the Option Plans during 2009 is as follows:

	Units Under Option		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
					(In years)	(In millions)
Outstanding at beginning of year	4,954,011		$	8.46
Granted	695,786			7.01
Exercised	—
Forfeited (1)	(836,682	)		7.84
Outstanding at end of year	4,813,115			8.35	7.2	$	30.4
Vested or expected to be vested at end of year	4,036,176			8.55	7.0		24.7
Exercisable at end of year	2,983,180			8.61	6.7		18.1

(1) Pursuant to the employment agreement effective December 4, 2006, for Warren D. Knowlton, the Company’s former Chief Executive Officer and former Executive Chairman, Mr. Knowlton received an option (the “Performance Option”) to purchase 559,275 limited partnership units in Holdings that vests upon (A) Blackstone’s sale of their entire interest in the Company and (B) the attainment of certain financial performance goals established by the Company. All of the limited partnership units in Holdings subject to Mr. Knowlton’s Performance Option were forfeited automatically when Mr. Knowlton ceased to be Chief Executive Officer and Executive Chairman of the Company. These 559,275 Options are reflected as “forfeited” in the table above.

In 2009, the Company granted Options to purchase 695,786 limited partnership units in Holdings. As a result, the Company will incur incremental compensation expense of approximately $0.6 million over the four-year vesting period of the options. The incremental expense recorded during the year ended December 31, 2009, was $0.1 million.

As of December 31, 2009, there was $1.3 million of total unrecognized compensation cost related to outstanding Options that is expected to be recognized over a weighted average period of 2.4 years. For the year ended December 31, 2008, the Company received net proceeds of $0.2 million from the exercise of Options.

The intrinsic value of Options exercised for the year ended December 31, 2008, was $0.0 million.

19. Other (Income) Expense, Net

Other (income) expense, net consisted of the following:

	Year Ended December 31,
	2009			2008		2007
	(In thousands)
Foreign exchange (gain) loss, net	$	(1,907	)	$	215	$	1,917
Other		356			189		87
	$	(1,551	)	$	404	$	2,004

F-41

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

20. Income Taxes

The provision (benefit) for income taxes consisted of:

	Year Ended December 31,
	2009			2008			2007
	(In thousands)
(Loss) income from continuing operations before income taxes:
U.S.	$	(4,395	)	$	(78,644	)	$	(198,812	)
Foreign		56,004			44,265			15,489
Total	$	51,609		$	(34,379	)	$	(183,323	)
Provision (benefit) for income taxes on (loss) income from continuing operations :
Current provision:
Federal	$	393		$	23		$	—
State and local		849			527			234
Foreign		17,422			11,407			16,381
Total current provision		18,664			11,957			16,615
Deferred provision:
Federal		1,083			(536	)		2,260
State and local		(74	)		12			(2,245	)
Foreign		1,687			1,477			3,068
Total deferred provision		2,696			953			3,083
Total provision	$	21,360		$	12,910		$	19,698

F-42

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

The following table sets forth the deferred income tax assets and liabilities that result from temporary differences between the reported amounts and the tax bases of the assets and liabilities:

	December 31,
	2009			2008
	(In thousands)
Deferred income tax assets:
Net operating loss carryforwards	$	156,495		$	164,471
Fixed assets, due to differences in depreciation, impairment and assigned values		4,476			5,498
Accrued retirement indemnities		3,177			2,966
Inventories		2,532			3,226
Accruals and reserves		18,677			15,230
Deferred revenue		7,261			6,957
Tax credits		10,755			11,222
Other items		5,307			5,599
Gross deferred income tax assets		208,680			215,169
Valuation allowance		(158,054	)		(189,385	)
Net deferred income tax assets		50,626			25,784
Deferred income tax liabilities:
Fixed assets, due to differences in depreciation, impairment and assigned values		43,244			26,501
Inventories		492			531
Amortizable intangibles, due to differences in amortization, impairment and assigned values		13,824			9,320
Unremitted earnings of foreign subsidiaries		11,875			5,551
Other items		944			979
Gross deferred income tax liabilities		70,379			42,882
Net deferred income tax liabilities	$	19,753		$	17,098

Current deferred income tax liabilities of $6.3 million in 2009 and $3.8 million in 2008 are included in accrued expenses. Non-current deferred income tax assets of $0.8 million in 2009 and $3.5 million in 2008 are included in other non-current assets.

The valuation allowance for deferred income tax assets of $158.1million and $189.4 million at December 31, 2009 and 2008, respectively, relates principally to the uncertainty of realizing the benefits arising from tax loss and credit carryforwards. The Company believes that it will generate sufficient future taxable income to realize the income tax benefits related to the remaining deferred income tax asset. The valuation allowance decrease in 2009 primarily relates to current year income in the Company’s domestic subsidiaries and decreases in deferred tax assets associated with the sale of a French subsidiary.

Certain legal entities in the Company do not pay income taxes because their income is taxed to the owners. For those entities, the reported amount of their assets net of the reported amount of their liabilities exceeded the related tax bases of their assets net of liabilities by $8.0 million at December 31, 2009, and $(28.6) million at December 31, 2008. Additionally, the reported bases of their investments in foreign subsidiaries exceeded their related tax bases by $43.6 million and $28.7 million at December 31, 2009 and 2008, respectively.

F-43

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

The difference between the actual income tax provision and an amount computed by applying the U.S. federal statutory rate for corporations to earnings before income taxes for continuing operations is attributable to the following:

	Year Ended December 31,
	2009			2008			2007
	(In thousands)
Taxes at U.S. federal statutory rate	$	18,063		$	(12,033	)	$	(64,163	)
Partnership loss not subject to federal income taxes		668			1,996			22,057
State income tax net of federal benefit		504			350			(1,307	)
Permanent differences between tax and book accounting		951			2,003			1,552
Prior year adjustments		3,868			137			306
Tax contingencies		(8,344	)		921			6,624
Income taxed in multiple jurisdictions		21,450			1,960			1,553
Change in valuation allowance		(14,955	)		21,464			52,496
Tax credits		(1,813	)		(4,191	)		2,403
Other		968			303			(1,823	)
	$	21,360		$	12,910		$	19,698

As of December 31, 2009, the Company’s domestic subsidiaries have U.S. federal net operating loss carryforwards of approximately $238.7 million. These net operating loss carryforwards are available to offset future taxable income and expire in the years 2017 through 2028. The Company also has various state net operating loss carryforwards that expire through 2028. The determination of the state net operating loss carryforwards is dependent upon the subsidiaries’ taxable income or loss, apportionment percentages and other respective state laws that can change from year to year and impact the amount of such carryforward. The Company’s international operating subsidiaries have, in the aggregate, approximately $185.7 million of tax loss carryforwards available as of December 31, 2009. These losses are available to reduce the originating subsidiaries’ future taxable foreign income and have varying expiration dates. The loss carryforwards relating to the Company’s French subsidiaries ($155.5 million), UK subsidiaries ($4.4 million), and Brazilian subsidiaries ($11.4 million) have no expiration date. The remainder of the foreign loss carryforwards have expiration dates ranging from 2010 through 2019.

As of December 31, 2009, the Company’s domestic subsidiaries had federal and state income tax credit carryforwards of approximately $7.4 million consisting of $1.9 million of Alternative Minimum Tax credits which never expire, $4.3 million of federal research and development credits and other general business credits which expire in the years 2010 through 2024 and $1.2 million of state tax credits with varying expiration dates. The Company’s subsidiaries in Mexico and Argentina have tax credit carryforwards of $3.2 million and $0.6 million, respectively, which expire in the years 2010 through 2019.

As of December 31, 2009, the Company’s equity in the undistributed earnings of foreign subsidiaries which are deemed to be permanently reinvested, and for which income taxes had not been provided, was $14.5 million. It is not practical to determine the related deferred tax liability.

The Company adopted guidance under ASC 740-10-25, “Basic Recognition Threshold,” effective January 1, 2007. This guidance prescribes a recognition threshold of more-likely-than-not for recognition of tax benefits. The transition adjustments of $4.8 million were shown as a reduction to partners’ capital.

F-44

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

The following table summarizes the activity related to the gross unrecognized tax benefits (“UTB”) from January 1, 2007, through December 31, 2009:

	Year Ended December 31,
	2009			2008			2007
	(In thousands)
Balance at beginning of year	$	10,478		$	9,251		$	3,040
Increases related to prior year tax positions		6,840			1,304			5,044
Decreases related to prior year tax positions		(1,132	)		(156	)		—
Increases related to current year tax positions		3,028			1,964			1,167
Decreases related to settlements with taxing authorities		—			(52	)		—
Decreases related to lapsing of statute of limitations		(1,059	)		(966	)		—
Currency translation adjustments		240			(867	)		—
Balance at end of year	$	18,395		$	10,478		$	9,251

Offsetting long-term deferred income tax assets in the amount of $9.9 million, $0.6 million and $0.8 million at December 31, 2009, 2008 and 2007, respectively, are not reflected in the gross UTB balance above. Approximately $9.0 million, $10.2 million and $11.7 million of UTB at December 31, 2009, 2008 and 2007, respectively, if recognized, would impact the Company’s effective tax rate.

The Company operates and files income tax returns in the U.S. federal jurisdiction and in many state and foreign jurisdictions. Its tax returns are periodically audited by domestic and foreign tax authorities. The Company is currently under examination by various state and foreign authorities. The U.S. corporate subsidiaries have open tax years from 2004 forward for certain state purposes. The Company generally has open tax years subject to audit scrutiny of three to five years in Europe and six years in Mexico and South America. The Company does not expect a significant change in the UTB balance in the next twelve months.

Upon adoption of ASC 740-10-25, the Company has elected to begin treating interest and penalties related to taxes as a component of income tax expense. As of December 31, 2009, 2008 and 2007, the Company has recorded UTB of $5.6 million, $5.9 million and $7.4 million, respectively, related to interest and penalties, all of which, if recognized, would affect the Company’s effective tax rate. During the year ended December 31, 2009, the Company recorded a tax benefit related to a decrease in UTB for interest and penalties of $0.3 million. The Company’s prior policy was to treat interest related to tax issues as interest expense and to record penalties as other expense.

Cash income tax payments of $19.2 million, $9.3 million and $18.3 million were made for income tax liabilities in 2009, 2008 and 2007, respectively.

21. Commitments

In connection with plant expansion and improvement programs, the Company had commitments for capital expenditures of approximately $24.3 million at December 31, 2009.

The Company is a party to various capital and operating leases involving real property and equipment. Lease agreements may include escalating rent provisions and rent holidays, which are expensed on a straight-line basis over the term of the lease. Total rent expense for operating leases was $50.3 million, $52.0 million and $54.8 million for the years ended December 31, 2009, 2008 and 2007, respectively.

F-45

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

Minimum future lease obligations on long-term noncancelable operating leases in effect at December 31, 2009, were as follows (in thousands):

2010	$	31,029
2011		25,645
2012		19,677
2013		17,830
2014		15,671
Thereafter		40,785

Minimum future lease obligations on capital leases in effect at December 31, 2009, were as follows (in thousands):

2010	$	10,414
2011		6,082
2012		540
2013		3
2014		—
Thereafter		—

The gross amount of assets under capital leases was $51.3 million and $54.6 million as of December 31, 2009 and 2008, respectively. The deferred rent liability relating to escalating rent provisions and rent holidays was $2.2 million and $2.5 million as of December 31, 2009 and 2008, respectively.

The Company has entered into agreements with an unrelated third-party for the financing of specific accounts receivable of certain foreign subsidiaries. The financing of accounts receivable under these agreements is accounted for as a sale of receivables in accordance with ASC 860-20, “Sale of Financial Assets.” Under the terms of the financing agreements, the Company transfers ownership of eligible accounts receivable without recourse to the third-party purchaser in exchange for cash. Proceeds on the transfer reflect the face value of the accounts receivable less a discount. The discount is recorded against net sales on the consolidated statement of operations in the period of the sale. The eligible receivables financed pursuant to this factoring agreement are excluded from accounts receivable on the consolidated balance sheet and are reflected as cash provided by operating activities on the consolidated statement of cash flows, while non-eligible receivables remain on the balance sheet with a corresponding liability established when those receivables are financed. The Company does not continue to service, administer and collect the eligible receivables under this program. The third-party purchaser has no recourse to the Company for failure of debtors constituting eligible receivables to pay when due. The Company maintains insurance on behalf of the third-party purchaser to cover any losses due to the failure of debtors constituting eligible receivables to pay when due. At December 31, 2009 and 2008, the Company had sold $15.7 million and $29.9 million of eligible accounts receivable, respectively, which represent the face amounts of total outstanding receivables at those dates.

Under the Fifth Amended and Restated Limited Partnership Agreement and the Amended and Restated Monitoring Agreement, the Company was obligated to make annual payments of $2.0 million and $3.0 million to affiliates of the Graham Family and Blackstone, respectively.

22. Contingencies and Legal Proceedings

On November 3, 2006, the Company filed a complaint with the Supreme Court of the State of New York, New York County, against Owens-Illinois, Inc. and OI Plastic Products FTS, Inc. (collectively, “OI”). The

F-46

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

complaint alleges certain misrepresentations by OI in connection with the Company’s 2004 purchase of O-I Plastic and seeks damages in excess of $30 million. In December 2006, OI filed an Answer and Counterclaim, seeking to rescind a Settlement Agreement entered into between OI and the Company in April 2005, and disgorgement of more than $39 million paid by OI to the Company in compliance with that Settlement Agreement. The Company filed a Motion to Dismiss the Counterclaim in July 2007, which was granted by the Court in October 2007. On August 1, 2007, the Company filed an Amended Complaint to add additional claims seeking indemnification from OI for claims made against the Company by former OI employees pertaining to their pension benefits. These claims arise from an arbitration between the Company and Glass, Molders, Pottery, Plastic & Allied Workers, Local #171 (the “Union”) that resulted in an award on April 23, 2007, in favor of the Union. The Arbitrator ruled that the Company had failed to honor certain pension obligations for past years of service to former employees of OI, whose seven Union-represented plants were acquired by the Company in October 2004. In the Amended Complaint, the Company maintains that under Section 8.2 of the Stock Purchase Agreement between the Company and OI, OI is obligated to indemnify the Company for any losses associated with differences in two of the Company’s pension plans including any losses incurred in connection with the Arbitration award. The litigation is proceeding.

On April 10, 2009, OnTech Operations, Inc. (“OnTech”) initiated an arbitration proceeding against the Company, in which OnTech alleges that the Company breached a bottle purchase agreement dated April 28, 2008, and an equipment lease dated June 1, 2008. In its statement of claims, OnTech alleges, among other things, that the Company’s failure to produce bottles as required by the bottle purchase agreement resulted in the failure of OnTech’s business. As a result, OnTech is seeking to recover the value of its business, which it alleges is between $80 million and $150 million, which is in excess of 10% of the Company’s current assets. The arbitration is currently scheduled to be heard by a three arbitrator panel from August 2, 2010, to August 6, 2010.

The Company believes that OnTech’s claims are without legal, contractual or factual merit. The Company is vigorously defending against these claims and feels that the likelihood of it not prevailing is remote. Accordingly, the Company has not accrued a loss on this claim.

The Company is a party to various other litigation matters arising in the ordinary course of business. The ultimate legal and financial liability of the Company with respect to such litigation cannot be estimated with certainty, but management believes, based on its examination of these matters, experience to date and discussions with counsel, that ultimate liability from the Company’s various litigation matters will not be material to the business, financial condition, results of operations or cash flows of the Company.

F-47

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

23. Segment Information

The Company is organized and managed on a geographical basis in three operating segments: North America, Europe and South America. The accounting policies of the segments are consistent with those described in Note 1. The Company’s measure of segment profit or loss is operating income. Segment information for the three years ended December 31, 2009, representing the reportable segments currently utilized by the chief operating decision makers, was as follows:

	Year	North America		Europe		South America			Eliminations (a)			Total
	(In thousands)
Net sales (b)(c)	2009	$	1,942,747	$	235,766	$	92,771		$	(250	)	$	2,271,034
	2008		2,196,048		274,382		89,747			(1,223	)		2,558,954
	2007		2,140,470		256,841		75,471			(1,897	)		2,470,885
Operating income (loss)	2009	$	211,851	$	31,777	$	(9,086	)	$	—		$	234,542
	2008		119,709		30,181		(4,627	)		—			145,263
	2007		19,244		8,175		764			—			28,183
Depreciation and amortization	2009	$	136,929	$	17,902	$	3,788		$	—		$	158,619
	2008		149,765		20,492		5,268			—			175,525
	2007		176,317		20,887		4,511			—			201,715
Asset impairment charges	2009	$	31,512	$	3,918	$	6,396		$	—		$	41,826
	2008		86,861		3,534		5,669			—			96,064
	2007		137,900		18,150		1,642			—			157,692
Interest expense, net	2009	$	171,647	$	1,183	$	2,928		$	—		$	175,758
	2008		174,128		2,678		2,432			—			179,238
	2007		199,903		3,193		1,877			—			204,973
Income tax provision (benefit)	2009	$	10,779	$	9,535	$	1,046		$	—		$	21,360
	2008		3,481		9,581		(152	)		—			12,910
	2007		9,559		9,510		629			—			19,698
Identifiable assets (b)(c)(d)	2009	$	830,897	$	138,053	$	48,828		$	—		$	1,017,778
	2008		872,465		151,142		38,665			—			1,062,272
Goodwill	2009	$	420,765	$	16,286	$	7		$	—		$	437,058
	2008		418,784		15,826		35			—			434,645
Cash paid for property, plant and equipment	2009	$	119,875	$	13,529	$	12,607		$	—		$	146,011
	2008		116,442		20,767		11,367			—			148,576
	2007		123,617		20,584		9,184			—			153,385

(a) To eliminate intercompany transactions.

(b) The Company’s net sales for Europe include countries having significant sales as follows:

	Year Ended December 31,
	2009		2008		2007
	(In millions)
Poland	$	49.3	$	63.7	$	59.5
Belgium		54.9		57.4		51.1
Spain		40.6		40.8		38.2
France		24.3		34.4		34.5

F-48

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

The Company’s identifiable assets for Europe include countries having significant identifiable assets as follows:

	December 31,
	2009		2008
	(In millions)
Poland	$	36.6	$	37.7
Belgium		31.9		33.6
Spain		23.6		27.6
France		15.3		19.9

(c) The Company’s net sales for North America include sales in Mexico which totaled approximately $147.3 million, $150.4 million and $138.4 million for the years ended December 31, 2009, 2008 and 2007, respectively. Identifiable assets in Mexico totaled approximately $58.8 million and $51.6 million as of December 31, 2009 and 2008, respectively. Approximately all of the North America reportable segment’s remaining net sales and identifiable assets are in the United States.

(d) Represents property, plant and equipment, net.

Product Net Sales Information

The following is supplemental information on net sales by product category:

	Food and Beverage		Household		Automotive Lubricants		Personal Care/Specialty		Total
	(In thousands)
2009	$	1,385,544	$	423,004	$	291,208	$	171,278	$	2,271,034
2008		1,561,273		491,641		319,253		186,787		2,558,954
2007		1,488,699		499,101		277,874		205,211		2,470,885

24. Condensed Guarantor Data

As of December 31, 2009, the Operating Company and CapCo I had outstanding $253.4 million aggregate principal amount of 8.25% Senior Notes due 2017 and $375.0 million aggregate principal amount of 9.875% Senior Subordinated Notes due 2014. Holdings and the domestic subsidiaries of the Operating Company have fully and unconditionally guaranteed these notes. These guarantees are both joint and several. The Operating Company, the guarantor subsidiaries and CapCo I are 100%-owned subsidiaries of Holdings.

The following condensed consolidating information presents, in separate columns, the condensed consolidating balance sheets as of December 31, 2009 and 2008, and the related condensed consolidating statements of operations and condensed consolidating statements of cash flows for the years ended December 31, 2009, 2008 and 2007, for (i) Holdings on a parent only basis, with its investments in the Operating Company and CapCo I recorded under the equity method, (ii) the Operating Company, a wholly-owned subsidiary of Holdings, on a parent only basis, with its investments in subsidiaries recorded under the equity method, (iii) the guarantor domestic subsidiaries of the Operating Company, (iv) the non-guarantor subsidiaries of the Company, (v) CapCo I, a co-issuer of the Notes, and (vi) the Company on a consolidated basis.

F-49

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2009

(In thousands)

	Graham Packaging Holdings Company			Graham Packaging Company, L.P.			Guarantors		Non- Guarantors		GPC Capital Corp. I		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	124,262		$	3	$	23,543	$	—	$	—		$	147,808
Accounts receivable, net		—			58,877			66,929		65,879		—		—			191,685
Inventories		—			72,257			76,017		46,428		—		—			194,702
Deferred income taxes		—			—			—		3,446		—		—			3,446
Prepaid expenses and other current assets		—			12,105			28,772		18,214		—		—			59,091
Total current assets		—			267,501			171,721		157,510		—		—			596,732
Property, plant and equipment, net		—			416,471			353,011		248,296		—		—			1,017,778
Intangible assets, net		—			7,298			31,198		4,516		—		—			43,012
Goodwill		—			150,106			235,924		51,028		—		—			437,058
Net intercompany		—			1,050,696			—		—		—		(1,050,696	)		—
Investment in subsidiaries		—			149,868			221,054		—		—		(370,922	)		—
Other non-current assets		—			28,291			142		4,073		—		—			32,506
Total assets	$	—		$	2,070,231		$	1,013,050	$	465,423	$	—	$	(1,421,618	)	$	2,127,086
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Current liabilities:
Current portion of long-term debt	$	—		$	87,142		$	728	$	12,787	$	—	$	—		$	100,657
Accounts payable		—			47,281			31,454		32,278		—		—			111,013
Accrued expenses and other current liabilities		—			97,411			41,543		47,149		—		—			186,103
Deferred revenue		—			16,558			8,877		4,810		—		—			30,245
Total current liabilities		—			248,392			82,602		97,024		—		—			428,018
Long-term debt		—			2,334,119			1,129		958		—		—			2,336,206
Deferred income taxes		—			168			5,284		12,194		—		—			17,646
Other non-current liabilities		—			55,101			18,542		26,211		—		—			99,854
Investment in subsidiaries		567,549			—			—		—		—		(567,549	)		—
Net intercompany		187,089			—			809,933		53,674		—		(1,050,696	)		—
Commitments and contingent liabilities
Partners’ capital (deficit)		(754,638	)		(567,549	)		95,560		275,362		—		196,627			(754,638	)
Total liabilities and partners’ capital (deficit)	$	—		$	2,070,231		$	1,013,050	$	465,423	$	—	$	(1,421,618	)	$	2,127,086

F-50

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2008

(In thousands)

	Graham Packaging Holdings Company			Graham Packaging Company, L.P.			Guarantors		Non- Guarantors		GPC Capital Corp. I		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	35,297		$	1	$	8,581	$	—	$	—		$	43,879
Accounts receivable, net		—			76,329			80,465		76,940		—		—			233,734
Inventories		—			85,062			90,649		48,650		—		—			224,361
Deferred income taxes		—			—			—		2,829		—		—			2,829
Prepaid expenses and other current assets		—			8,603			25,469		23,176		—		—			57,248
Total current assets		—			205,291			196,584		160,176		—		—			562,051
Property, plant and equipment, net		—			442,760			375,489		244,023		—		—			1,062,272
Intangible assets, net		—			6,794			34,614		4,850		—		—			46,258
Goodwill		—			150,106			235,924		48,615		—		—			434,645
Net intercompany		—			1,167,268			—		—		—		(1,167,268	)		—
Investment in subsidiaries		—			91,791			232,448		—		—		(324,239	)		—
Other non-current assets		—			39,196			240		5,151		—		—			44,587
Total assets	$	—		$	2,103,206		$	1,075,299	$	462,815	$	—	$	(1,491,507	)	$	2,149,813
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Current liabilities:
Current portion of long-term debt	$	—		$	47,278		$	292	$	9,329	$	—	$	—		$	56,899
Accounts payable		—			43,416			20,038		37,324		—		—			100,778
Accrued expenses and other current liabilities		—			108,549			33,470		50,188		—		—			192,207
Deferred revenue		—			19,623			9,878		5,145		—		—			34,646
Total current liabilities		—			218,866			63,678		101,986		—		—			384,530
Long-term debt		—			2,440,521			582		1,236		—		—			2,442,339
Deferred income taxes		—			258			7,015		12,396		—		—			19,669
Other non-current liabilities		—			72,834			21,049		25,754		—		—			119,637
Investment in subsidiaries		629,273			—			—		—		—		(629,273	)		—
Net intercompany		187,089			—			947,879		32,300		—		(1,167,268	)		—
Commitments and contingent liabilities
Partners’ capital (deficit)		(816,362	)		(629,273	)		35,096		289,143		—		305,034			(816,362	)
Total liabilities and partners’ capital (deficit)	$	—		$	2,103,206		$	1,075,299	$	462,815	$	—	$	(1,491,507	)	$	2,149,813

F-51

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2009

(In thousands)

	Graham Packaging Holdings Company			Graham Packaging Company, L.P.			Guarantors			Non- Guarantors			GPC Capital Corp. I		Eliminations			Consolidated
Net sales	$	—		$	992,102		$	868,771		$	496,494		$	—	$	(86,333	)	$	2,271,034
Cost of goods sold		—			821,002			725,460			406,457			—		(86,333	)		1,866,586
Gross profit		—			171,100			143,311			90,037			—		—			404,448
Selling, general and administrative expenses		—			46,378			48,862			26,388			—		—			121,628
Asset impairment charges		—			23,925			7,648			10,253			—		—			41,826
Net loss on disposal of property, plant and equipment		—			3,119			2,142			1,191			—		—			6,452
Operating income		—			97,678			84,659			52,205			—		—			234,542
Interest expense, net		—			125,746			45,552			4,460			—		—			175,758
Net loss on debt extinguishment		—			8,726			—			—			—		—			8,726
Other (income) expense, net		—			(24,029	)		(32,626	)		(343	)		—		55,447			(1,551	)
Equity in earnings of subsidiaries		(20,768	)		(35,764	)		(5,037	)		—			—		61,569			—
Income (loss) before income taxes		20,768			22,999			76,770			48,088			—		(117,016	)		51,609
Income tax provision		—			2,231			2,770			16,359			—		—			21,360
Income (loss) from continuing operations		20,768			20,768			74,000			31,729					(117,016	)		30,249
Loss from discontinued operations		—			—			—			(9,481	)		—		—			(9,481	)
Net income (loss)	$	20,768		$	20,768		$	74,000		$	22,248		$	—	$	(117,016	)	$	20,768

F-52

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2008

(In thousands)

	Graham Packaging Holdings Company			Graham Packaging Company, L.P.			Guarantors			Non- Guarantors			GPC Capital Corp. I		Eliminations			Consolidated
Net sales	$	—		$	1,123,516		$	982,529		$	535,455		$	—	$	(82,546	)	$	2,558,954
Cost of goods sold		—			936,468			882,326			447,037			—		(82,546	)		2,183,285
Gross profit		—			187,048			100,203			88,418			—		—			375,669
Selling, general and administrative expenses		—			52,605			46,985			27,918			—		—			127,508
Asset impairment charges		—			42,095			43,800			10,169			—		—			96,064
Net loss (gain) on disposal of property, plant and equipment		—			3,733			3,250			(149	)		—		—			6,834
Operating income		—			88,615			6,168			50,480			—		—			145,263
Interest expense, net		—			102,519			71,488			5,231			—		—			179,238
Other (income) expense, net		—			(5,131	)		(170	)		(518	)		—		6,223			404
Equity in loss (earnings) of subsidiaries		57,795			48,726			(5,689	)		—			—		(100,832	)		—
(Loss) income before income taxes		(57,795	)		(57,499	)		(59,461	)		45,767			—		94,609			(34,379	)
Income tax provision		—			296			486			12,128			—		—			12,910
(Loss) income from continuing operations		(57,795	)		(57,795	)		(59,947	)		33,639			—		94,609			(47,289	)
Loss from discontinued operations		—			—			—			(10,506	)		—		—			(10,506	)
Net (loss) income	$	(57,795	)	$	(57,795	)	$	(59,947	)	$	23,133		$	—	$	94,609		$	(57,795	)

F-53

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2007

(In thousands)

	Graham Packaging Holdings Company			Graham Packaging Company, L.P.			Guarantors			Non- Guarantors			GPC Capital Corp. I		Eliminations			Consolidated
Net sales	$	—		$	1,059,573		$	1,007,442		$	493,235		$	—	$	(89,365	)	$	2,470,885
Cost of goods sold		—			892,854			909,110			416,760			—		(89,365	)		2,129,359
Gross profit		—			166,719			98,332			76,475			—		—			341,526
Selling, general and administrative expenses		—			56,049			51,072			29,071			—		—			136,192
Asset impairment charges		—			52,789			80,792			24,111			—		—			157,692
Net loss on disposal of property, plant and equipment		—			9,602			9,100			757			—		—			19,459
Operating income (loss)		—			48,279			(42,632	)		22,536			—		—			28,183
Interest expense, net		—			119,656			79,294			6,023			—		—			204,973
Net loss on debt extinguishment		—			4,529			—			—			—		—			4,529
Other (income) expense, net		—			(10,276	)		(7,152	)		2,731			—		16,701			2,004
Equity in loss of subsidiaries		206,676			143,535			21,934			—			—		(372,145	)		—
(Loss) income before income taxes		(206,676	)		(209,165	)		(136,708	)		13,782			—		355,444			(183,323	)
Income tax (benefit) provision		—			(2,489	)		1,837			20,350			—		—			19,698
(Loss) income from continuing operations		(206,676	)		(206,676	)		(138,545	)		(6,568	)		—		355,444			(203,021	)
Loss from discontinued operations		—			—			—			(3,655	)		—		—			(3,655	)
Net (loss) income	$	(206,676	)	$	(206,676	)	$	(138,545	)	$	(10,223	)	$	—	$	355,444		$	(206,676	)

F-54

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2009

(In thousands)

	Graham Packaging Holdings Company		Graham Packaging Company, L.P.			Guarantors			Non- Guarantors			GPC Capital Corp. I		Eliminations			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	—	$	106,767		$	182,851		$	92,827		$	—	$	(56,917	)	$	325,528
Investing activities:
Net cash paid for property, plant and equipment		—		(68,159	)		(41,798	)		(35,070	)		—		—			(145,027	)
Acquisition of/investment in a business, net of cash acquired		—		(1,750	)		(2,085	)		(54,169	)		—		56,619			(1,385	)
Intercompany investing activities		—		580,641			442,110			—			—		(1,022,751	)		—
Cash paid for sale of business		—		—			—			(4,118	)		—		—			(4,118	)
Net cash provided by (used in) investing activities		—		510,732			398,227			(93,357	)		—		(966,132	)		(150,530	)
Financing activities:
Proceeds from issuance of long-term debt		—		259,609			—			52,280			—		—			311,889
Payment of long-term debt		—		(303,609	)		(435	)		(51,803	)		—		—			(355,847	)
Intercompany financing activities		—		(454,530	)		(580,641	)		12,420			—		1,022,751			—
Purchase of partnership units		—		(175	)		—			—			—		—			(175	)
Repayment of notes and interest for ownership interests		—		387			—			—			—		—			387
Debt issuance fees		—		(27,193	)		—			—			—		—			(27,193	)
Fees paid on behalf of GPC for initial public offering		—		(3,023	)		—			—			—		—			(3,023	)
Net cash (used in) provided by financing activities		—		(528,534	)		(581,076	)		12,897			—		1,022,751			(73,962	)
Effect of exchange rate changes on cash and cash equivalents		—		—			—			2,595			—		298			2,893
Increase in cash and cash equivalents		—		88,965			2			14,962			—		—			103,929
Cash and cash equivalents at beginning of year		—		35,297			1			8,581			—		—			43,879
Cash and cash equivalents at end of year	$	—	$	124,262		$	3		$	23,543		$	—	$	—		$	147,808

F-55

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2008

(In thousands)

	Graham Packaging Holdings Company		Graham Packaging Company, L.P.			Guarantors			Non- Guarantors			GPC Capital Corp. I		Eliminations			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	—	$	117,687		$	43,377		$	56,497		$	—	$	(6,360	)	$	211,201
Investing activities:
Net cash paid for property, plant and equipment		—		(57,989	)		(43,378	)		(43,053	)		—		—			(144,420	)
Acquisition of/investment in a business, net of cash acquired		—		51			(7,012	)		662			—		6,299			—
Intercompany investing activities		—		2,985			7,288			—			—		(10,273	)		—
Net cash used in investing activities		—		(54,953	)		(43,102	)		(42,391	)		—		(3,974	)		(144,420	)
Financing activities:
Proceeds from issuance of long-term debt		—		224,030			—			104,152			—		—			328,182
Payment of long-term debt		—		(255,522	)		(276	)		(106,226	)		—		—			(362,024	)
Proceeds from issuance of partnership units		—		240			—			—			—		—			240
Intercompany financing activities		—		—			—			(10,273	)		—		10,273			—
Net cash (used in) provided by financing activities		—		(31,252	)		(276	)		(12,347	)		—		10,273			(33,602	)
Effect of exchange rate changes on cash and cash equivalents		—		—			—			(7,675	)		—		61			(7,614	)
Increase (decrease) in cash and cash equivalents		—		31,482			(1	)		(5,916	)		—		—			25,565
Cash and cash equivalents at beginning of year		—		3,815			2			14,497			—		—			18,314
Cash and cash equivalents at end of year	$	—	$	35,297		$	1		$	8,581		$	—	$	—		$	43,879

F-56

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2007

(In thousands)

	Graham Packaging Holdings Company		Graham Packaging Company, L.P.			Guarantors			Non- Guarantors			GPC Capital Corp. I		Eliminations		Consolidated
Operating activities:
Net cash provided by operating activities	$	—	$	100,693		$	57,871		$	15,666		$	—	$	—	$	174,230
Investing activities:
Net cash paid for property, plant and equipment		—		(62,039	)		(51,913	)		(35,155	)		—		—		(149,107	)
Acquisition of/investment in a business, net of cash acquired		—		(5,165	)		(5,825	)		10,990			—		—		—
Net cash used in investing activities		—		(67,204	)		(57,738	)		(24,165	)		—		—		(149,107	)
Financing activities:
Proceeds from issuance of long-term debt		—		598,298			—			69,163			—		—		667,461
Payment of long-term debt		—		(621,788	)		(132	)		(61,120	)		—		—		(683,040	)
Purchase of partnership units		—		(3,140	)		—			—			—		—		(3,140	)
Debt issuance fees		—		(4,500	)		—			—			—		—		(4,500	)
Net cash (used in) provided by financing activities		—		(31,130	)		(132	)		8,043			—		—		(23,219	)
Effect of exchange rate changes on cash and cash equivalents		—		—			—			3,083			—		—		3,083
Increase in cash and cash equivalents		—		2,359			1			2,627			—		—		4,987
Cash and cash equivalents at beginning of year		—		1,456			1			11,870			—		—		13,327
Cash and cash equivalents at end of year	$	—	$	3,815		$	2		$	14,497		$	—	$	—	$	18,314

F-57

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

25. Environmental Matters

As a result of the Company closing its plant located in Edison, New Jersey, the Company is subject to New Jersey’s Industrial Site Recovery Act (“ISRA”). The Company acquired this facility from Owens-Illinois, Inc. in 2004. ISRA is an environmental law that specifies a process of reporting to the New Jersey Department of Environmental Protection (“NJDEP”) and, in some situations, investigating, cleaning up and/or taking other measures with respect to environmental conditions that may exist at an industrial establishment that has been shut down or is being transferred. The Company is in the process of evaluating and implementing its obligations under ISRA regarding this facility. The Company has recorded a preliminary reserve of $0.4 million for this obligation. This amount may change based on results of additional investigation expected to be undertaken for NJDEP.

26. Subsequent Event

On February 10, 2010, the Company’s majority owner, GPC, completed its IPO and on February 11, 2010, its stock began trading on the New York Stock Exchange under the symbol “GRM.” In connection with the IPO, GPC, on February 4, 2010, increased the number of authorized shares of common stock to 500,000,000 and of preferred stock to 100,000,000, and effected a 1,465.4874-for-one stock split of its shares of common stock. Additionally, the Company effected a 3,781.4427-for-one unit split and its limited partnership agreement has been amended and restated as the Sixth Amended and Restated Limited Partnership Agreement (the “Partnership Agreement”). Accordingly, any unit/share information reflects such splits. Pursuant to the Partnership Agreement, the Company’s partnership interests have been denominated as limited partnership units and general partnership units with no change in relative economic ownership percentages prior to the IPO.

On February 17, 2010, and in connection with the IPO, GPC purchased 16,666,667 newly-issued, unregistered limited partnership units of the Company for an aggregate amount of $114.2 million. On February 17, 2010, a portion of these net proceeds, and cash on hand, was used to pay a portion of the Term Loan B and Term Loan C. An aggregate of $115.1 million of the Term Loans was repaid, of which $19.4 million was allocated to repay principal and accrued interest on Term Loan B and $95.7 million was allocated to repay principal and accrued interest on Term Loan C. Additionally, as part of the IPO, the Graham Family entered into an Exchange Agreement as described below, and exercised their rights to exchange approximately 1.3 million units in the Company for shares of GPC common stock.

Following these events:

• GPC now owns 58,966,881 limited partnership units, representing an 87.6% limited partnership interest, and its wholly owned subsidiary, BCP, is the sole general partner and owns 2,023,472 general partnership units, representing a 3.0% ownership in the Company;

• general partnership interests of the Graham Family have been converted into limited partnership interests on an equivalent basis such that the Graham Family owns an aggregate of 6,263,121 limited partnership units, representing a 9.3% limited partnership interest in the Company; and

• current and former directors and employees own 35,167 limited partnership units and options to acquire an aggregate of 4,746,940 limited partnership units in the Company.

The Partnership Agreement also provides that for so long as the Graham Family retains at least one-third of their partnership interests held as of February 2, 1998 (or equivalent common stock of GPC for which such partnership interests have been or are eligible to be exchanged), they are entitled to an advisory fee of $1.0 million annually for ongoing management and advisory services.

F-58

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

Income Tax Receivable Agreement

Also on February 10, 2010, GPC entered into separate Income Tax Receivable Agreements (“ITRs”) with pre-IPO stockholders and with GPC Holdings, L.P. (“GPCL”), the entity through which the Graham Family holds most of its interest in the Company. The agreements provide for the payment by GPC to all of its pre-IPO stockholders (e.g. Blackstone, management and other stockholders) and to the Graham Family of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that GPC actually realizes (or is deemed to realize in the case of an early termination or change in control as further defined by the ITRs) as a result of the utilization of net operating losses attributable to periods prior to the IPO, and any increase to the tax basis of the assets of the Company related to (1) GPC’s 1998 acquisition of the Company and (2) future exchanges by the Graham Family of their units for common stock of GPC pursuant to the Exchange Agreement, and of certain other tax benefits related to GPC’s entering into the ITRs, including tax benefits attributable to payments under the ITRs.

The Company expects that the payments that GPC makes under these ITRs will be material. Assuming no material changes in the relevant tax law, and that GPC earns sufficient taxable income to realize the full tax benefits subject to the ITRs, the Company expects that future payments under the ITRs will aggregate to between $190 million to $240 million with potential additional payments for tax basis step-ups relating to future exchanges by the Graham Family of their limited partnership units in the Company for GPC common stock depending on the timing and value of such exchanges. This range is based on the Company’s assumptions using presently available information including with respect to valuation, historic tax basis and the amount of tax attributes subject to the ITRs that were in existence as of the IPO date. Such amounts may differ materially from the amounts presented above based on various items, including final valuation analysis and updated determinations of taxable income and historic tax basis amounts. The payments under the ITRs are not conditioned upon these parties’ continued ownership of the Company or GPC. GPC will recognize such obligations based on the amount of recorded net deferred income tax assets recognized, and subject to the ITRs. Changes in the recorded net deferred income tax assets will result in changes in the ITRs obligations, and such changes will be recorded as other income or expense.

Because GPC is a holding company with no operations of its own, its ability to make payments is dependent on the Company’s ability to make distributions. The Company’s credit agreements and outstanding notes generally restrict the ability to make distributions. To the extent GPC is unable to make payments under the ITRs for any reason, such payments will be deferred and will accrue interest at a rate of LIBOR plus five percent per annum until paid, provided that a failure to make a payment due pursuant to the terms of the ITRs within six months of the date such payment is due will generally constitute a breach, and payments under the ITRs would then be accelerated.

Exchange Agreement

Under the Exchange Agreement, the Graham Family and certain permitted transferees may, subject to specific terms, exchange their limited partnership units in the Company for shares of GPC’s common stock at any time and from time to time on a one-for-one basis, subject to customary conversion rate adjustments for splits, stock dividends and reclassifications.

Under this Exchange Agreement, through February 18, 2010, entities controlled by the Graham Family and certain of their permitted transferees exercised their rights to exchange 1,324,900 limited partnership units of the Company for 1,324,900 shares of GPC’s common stock. As a result of this exchange entities controlled by the Graham Family own limited partnership units representing 9.6% of the limited partnership interests in the Company and shares representing 2.2% of GPC’s common stock.

F-59

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

The Company has also entered into Management Exchange Agreements which provide for similar rights to management to exchange limited partnership units of the Company obtained on exercise of outstanding options for shares of GPC common stock.

Registration Rights Agreement

Under the Registration Rights Agreement certain parties have been granted rights with respect to shares of GPC common stock, either held by them or received upon the exchange of the Company’s limited partnership units. The Registration Rights Agreement provides (1) to the Graham Family and their affiliates (and their permitted transferees) of partnership interests in the Company two “demand” registrations at any time and customary “piggyback” registration rights and (2) to Blackstone, an unlimited number of “demand” registrations and customary “piggyback” registration rights. In addition, the Registration Rights Agreement provides that the Graham Family and their affiliates may request that the Company file a shelf registration statement beginning on the 181^st day after the IPO. The Graham Family and their affiliates may also request that the Company will pay certain expenses of the Graham Family, Blackstone and their affiliates and certain other investors relating to such registrations and indemnify them against certain liabilities, which may arise under the Securities Act of 1933, as amended.

Termination of the Amended and Restated Monitoring Agreement

The Company was party to a Monitoring Agreement whereas Blackstone Management Partners III L.L.C. (“BMP”) and Graham Alternative Investment Partners I (“GAIP”) provided management and advisory services to the Company. On February 10, 2010, in connection with the IPO and in exchange for a one-time payment of $26.3 million to BMP, and $8.8 million to GAIP, the parties of the Monitoring Agreement agreed to terminate such agreement. These amounts paid to terminate the Monitoring Agreement represent the estimated fair value of future payments under the agreement. As a result of the termination, Blackstone, the Graham Family and their affiliates have no further obligation to provide monitoring services to the Company, and the Company has no further obligation to make annual payments of $4.0 million under the Monitoring Agreement.

F-60

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009

27. Push-Down Accounting

As a result of these transactions under the Exchange Agreement, as previously described, all general partnership interests of Holdings are now controlled by GPC and Holdings is now considered substantially wholly-owned by GPC under the guidance provided by SEC Regulation S-X, Rule 1-02(aa) as all voting interests are now controlled by GPC. Additionally, under the guidance provided by SEC Staff Accounting Bulletin Topic 5J, “New Basis of Accounting Required in Certain Circumstances,” push-down accounting is required when such transactions result in an entity becoming substantially wholly-owned. Under the push-down basis of accounting certain transactions incurred by the parent company, which would otherwise be accounted for in the accounts of the parent, are “pushed down” and recorded on the financial statements of the subsidiary. Accordingly, items resulting from the accounting for GPC’s purchase of Holdings, such as property, plant and equipment, goodwill and related partners’ capital (deficit), have been retrospectively adjusted in the financial statements and accompanying notes to the financial statements of Holdings for the prior periods presented. The accounts affected and related amounts are as follows:

	December 31, 2009		December 31, 2008
	(In thousands)
Increase to:
Property, plant and equipment, net	$	1,362	$	1,678
Goodwill	$	141,285	$	141,285
Partners’ capital (deficit)	$	142,647	$	142,963

In addition, depreciation expense was increased by $0.3 million, $0.5 million and $0.6 million for the years ended December 31, 2009, 2008 and 2007, respectively.

F-61

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2010			December 31, 2009 (Adjusted for push-down accounting)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	136,112		$	147,808
Accounts receivable, net		234,210			191,685
Inventories		188,493			194,702
Deferred income taxes		3,573			3,446
Prepaid expenses and other current assets		34,087			59,091
Total current assets		596,475			596,732
Property, plant and equipment, net		992,189			1,017,778
Intangible assets, net		41,181			43,012
Goodwill		435,073			437,058
Other non-current assets		31,996			32,506
Total assets	$	2,096,914		$	2,127,086
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Current liabilities:
Current portion of long-term debt	$	34,638		$	100,657
Accounts payable		136,089			111,013
Accrued expenses and other current liabilities		172,653			186,103
Deferred revenue		24,883			30,245
Total current liabilities		368,263			428,018
Long-term debt		2,206,160			2,336,206
Deferred income taxes		17,577			17,646
Other non-current liabilities		91,738			99,854
Commitments and contingent liabilities (see Notes 15 and 16) Partners’ capital (deficit):
General partners		(27,077	)		(36,603	)
Limited partners		(513,766	)		(691,776	)
Notes and interest receivable for ownership interests		(1,946	)		(1,795	)
Accumulated other comprehensive income		(44,035	)		(24,464	)
Total partners’ capital (deficit)		(586,824	)		(754,638	)
Total liabilities and partners’ capital (deficit)	$	2,096,914		$	2,127,086

See accompanying notes to condensed consolidated financial statements.

F-62

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Six Months Ended June 30,
	2010			2009 (Adjusted for push-down accounting)
	(In thousands)
Net sales	$	1,238,408		$	1,147,565
Cost of goods sold		1,015,492			941,296
Gross profit		222,916			206,269
Selling, general and administrative expenses		95,395			57,404
Asset impairment charges		2,792			8,035
Net loss on disposal of property, plant and equipment		1,053			2,298
Operating income		123,676			138,532
Interest expense		87,275			76,881
Interest income		(298	)		(471	)
Net (gain) loss on debt extinguishment		2,664			(756	)
Other expense (income), net		3,212			(1,545	)
Income before income taxes		30,823			64,423
Income tax provision		5,098			9,067
Income from continuing operations		25,725			55,356
Loss from discontinued operations		—			(1,806	)
Net income	$	25,725		$	53,550
Net income allocated to general partners	$	864		$	2,678
Net income allocated to limited partners	$	24,861		$	50,872

See accompanying notes to condensed consolidated financial statements.

F-63

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
	2010			2009 (Adjusted for push-down accounting)
	(In thousands)
Operating activities:
Net income	$	25,725		$	53,550
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		77,645			80,012
Amortization of debt issuance fees		3,184			4,758
Accretion of senior unsecured notes		238			—
Net loss (gain) on debt extinguishment		2,664			(756	)
Net loss on disposal of property, plant and equipment		1,053			2,298
Pension expense		1,577			2,520
Asset impairment charges		2,792			8,035
Unrealized loss on termination of cash flow hedge accounting		359			2,262
Stock compensation expense		656			407
Equity income from unconsolidated subsidiaries		(40	)		—
Deferred tax provision		94			2,389
Foreign currency transaction loss		507			80
Interest receivable on loans to owners		(151	)		(63	)
Changes in operating assets and liabilities:
Accounts receivable		(47,419	)		8,789
Inventories		2,397			18,999
Prepaid expenses and other current assets		20,490			18,329
Other non-current assets		(4,769	)		(3,270	)
Accounts payable and accrued expenses		15,642			33,842
Pension contributions		(2,916	)		(14,326	)
Other non-current liabilities		468			273
Net cash provided by operating activities		100,196			218,128
Investing activities:
Cash paid for property, plant and equipment		(75,937	)		(71,800	)
Proceeds from sale of property, plant and equipment		255			580
Net cash used in investing activities		(75,682	)		(71,220	)
Financing activities:
Proceeds from issuance of long-term debt		42,518			22,508
Payment of long-term debt		(240,478	)		(55,668	)
Debt issuance fees		(648	)		(9,570	)
Net proceeds from sale of additional units to GPC (as defined herein)		165,636			—
Fees paid on behalf of GPC		(994	)		—
Purchase of partnership units		—			(89	)
Net cash used in financing activities		(33,966	)		(42,819	)
Effect of exchange rate changes on cash and cash equivalents		(2,244	)		969
(Decrease) increase in cash and cash equivalents		(11,696	)		105,058
Cash and cash equivalents at beginning of period		147,808			43,879
Cash and cash equivalents at end of period	$	136,112		$	148,937
Supplemental disclosures:
Cash paid for interest, net of amounts capitalized	$	74,401		$	82,516
Cash paid for income taxes (net of refunds)		9,686			7,491
Non-cash investing and financing activities:
Accruals for purchases of property, plant and equipment		6,051			19,035
Accruals for debt issuance fees		136			5,443
Accruals for fees related to GPC’s initial public offering		250			—

See accompanying notes to condensed consolidated financial statements.

F-64

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2010

1. Basis of Presentation

The accompanying Condensed Consolidated Financial Statements (Unaudited) of Graham Packaging Holdings Company (“Holdings”), a Pennsylvania limited partnership, have been prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and therefore do not include all of the information and footnotes required by generally accepted accounting principles for complete annual financial statements. All entities and assets owned by Holdings are referred to collectively with Holdings as the “Company.” Graham Packaging Company, L.P., Holdings’ wholly-owned subsidiary, is referred to as the “Operating Company.” In the opinion of the management of the Company, all adjustments (consisting only of usual recurring adjustments considered necessary for a fair presentation) are reflected in the Condensed Consolidated Financial Statements (Unaudited). The Condensed Consolidated Balance Sheet (Unaudited) as of December 31, 2009, is derived from audited financial statements. The Condensed Consolidated Financial Statements (Unaudited) and notes included in this report should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2009. The results of operations for the six months ended June 30, 2010, are not necessarily indicative of the results to be expected for the full year ending December 31, 2010.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued guidance under FASB Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing” (formerly Statement of Financial Accounting Standards (“SFAS”) 166, “Accounting for Transfers of Financial Assets, an amendment of SFAS 140”). This guidance enhances the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial reports about a transfer of financial assets, the effects a transfer will have on its financial performance and cash flows and any transferor’s continuing involvement in transferred financial assets. The Company adopted this guidance effective January 1, 2010, and the adoption had no impact on its financial statements.

In October 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-13, “Multiple Deliverable Revenue Arrangements, a consensus of the FASB Emerging Issues Task Force.” This update provides amendments to the guidance provided under ASC 605, “Revenue Recognition,” for separating consideration in multiple-deliverable arrangements and establishes a hierarchy for determining the selling price of a deliverable. ASU 2009-13 is effective prospectively for financial statements issued for years beginning on or after June 15, 2010. The Company is evaluating the impact that the adoption of ASU 2009-13 will have on its financial statements, but does not expect that the adoption will have a material impact.

Management has determined that all other recently issued accounting pronouncements will not have a material impact on the Company’s financial statements, or do not apply to the Company’s operations.

Push-Down Accounting

In connection with the initial public offering of Graham Packaging Company Inc. (“GPC”), the Company’s majority owner, (“IPO”) GPC entered into an Exchange Agreement with the Graham Family (defined as Graham Capital Company, GPC Investments LLC and Graham Alternative Investment Partners I or affiliates thereof or other entities controlled by Donald C. Graham and his family) and certain permitted transferees allowing for the exchange of limited partnership units in Holdings for shares of GPC’s common stock. Under this exchange agreement all of the general partnership interests of the Graham Family have been converted into limited

F-65

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

partnership interests on an equivalent basis. As a result of these transactions, all general partnership interests of Holdings are now controlled by GPC, and Holdings is now considered substantially wholly-owned by GPC under the guidance provided by the Securities and Exchange Commission (“SEC”) Regulation S-X, Rule 1-02(aa) as all voting interests are now controlled by GPC. Additionally, under the guidance provided by SEC Staff Accounting Bulletin Topic 5J, “New Basis of Accounting Required in Certain Circumstances,” push-down accounting is required when such transactions result in an entity becoming substantially wholly-owned. Under the push-down basis of accounting certain transactions incurred by the parent company, which would otherwise be accounted for in the accounts of the parent, are “pushed down” and recorded on the financial statements of the subsidiary.

Accordingly, items resulting from the accounting for GPC’s purchase of Holdings, such as property, plant and equipment, goodwill and related partners’ capital (deficit), have been retrospectively reflected in the financial statements and accompanying notes to the financial statements of Holdings for the prior periods presented. The accounts affected and related amounts are as follows:

	December 31, 2009
	(In thousands)
Increase to:
Property, plant and equipment, net	$	1,362
Goodwill	$	141,285
Partners’ capital (deficit)	$	142,647

In addition, depreciation expense was increased $0.1 million and $0.2 million for the six months ended June 30, 2010 and 2009, respectively.

Subsequent Events

The Company has evaluated subsequent events that have occurred after the balance sheet date but before the financial statements were available to be issued, which the Company considers to be the date of filing with the Securities and Exchange Commission.

Reclassification

A reclassification has been made to the 2009 Condensed Consolidated Statement of Cash Flows to reflect the deferred tax provision as a separate component of cash provided by operating activities. Amounts for this line item were previously included in changes in prepaid expenses and other current assets, changes in other non-current assets, changes in accounts payable and accrued expenses and changes in other non-current liabilities.

F-66

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

2. Discontinued Operations

On November 12, 2009, the Company sold its wholly-owned subsidiary Graham Emballages Plastiques S.A.S., located in Meaux, France, to an independent third party. The Company determined that the results of operations for this location, which had previously been reported in the Europe segment, would be reported as discontinued operations, in accordance with the guidance under ASC 205-20, “Discontinued Operations.” The accompanying condensed consolidated statements of operations and related notes to condensed consolidated financial statements have been adjusted to reflect these discontinued operations. The following table summarizes the operating results for this location for the period presented:

	Six Months Ended June 30, 2009
	(In thousands)
Net sales	$	8,392
Cost of goods sold		10,176
Selling, general and administrative expenses		(9	)
Interest expense		31
Loss from discontinued operations	$	(1,806	)

3. Accounts Receivable, Net

Accounts receivable, net are presented net of an allowance for doubtful accounts of $1.7 million and $2.4 million at June 30, 2010, and December 31, 2009, respectively. Management performs ongoing credit evaluations of its customers and generally does not require collateral.

4. Concentration of Credit Risk

For the six months ended June 30, 2010 and 2009, 72.2% and 71.7% of the Company’s net sales, respectively, were generated by its top twenty customers. The Company’s sales to PepsiCo, Inc., the Company’s largest customer, were 10.2% and 11.9% of total sales for the six months ended June 30, 2010 and 2009, respectively. All of these sales were made in North America.

The Company had $144.0 million and $113.7 million of accounts receivable from its top twenty customers as of June 30, 2010, and December 31, 2009, respectively. The Company had $28.5 million and $17.5 million of accounts receivable from PepsiCo, Inc. as of June 30, 2010, and December 31, 2009, respectively.

5. Inventories

Inventories, stated at the lower of cost or market, consisted of the following:

	June 30, 2010		December 31, 2009
	(In thousands)
Finished goods	$	127,413	$	130,989
Raw materials		61,080		63,713
Total	$	188,493	$	194,702

F-67

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

6. Property, Plant and Equipment, Net

A summary of property, plant and equipment, net is presented in the following table:

	Expected Useful Lives	June 30, 2010		December 31, 2009
	(in years)	(In thousands)
Land		$	42,662	$	39,063
Buildings and improvements	7-31.5		229,705		236,446
Machinery and equipment (1)	2-15		1,290,231		1,303,241
Molds and tooling	3-5		284,791		282,243
Furniture and fixtures	7		5,495		5,359
Computer hardware and software	3-7		41,309		40,930
Construction in progress			70,622		66,870
Property, plant and equipment			1,964,815		1,974,152
Less: accumulated depreciation and amortization			972,626		956,374
Property, plant and equipment, net		$	992,189	$	1,017,778

(1) Includes longer-lived machinery and equipment of approximately $1,228.1 million and $1,230.5 million as of June 30, 2010, and December 31, 2009, respectively, having estimated useful lives, when purchased new, ranging from 8 to 15 years; and shorter-lived machinery and equipment of approximately $62.1 million and $72.7 million as of June 30, 2010, and December 31, 2009, respectively, having estimated useful lives, when purchased new, ranging from 2 to 8 years.

Depreciation expense, including depreciation expense on assets recorded under capital leases, for the six months ended June 30, 2010 and 2009, was $73.8 million and $75.3 million, respectively.

The Company capitalizes interest on borrowings during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and is amortized over the useful lives of these assets. Interest capitalized for the six months ended June 30, 2010 and 2009, was $2.1 million and $1.7 million, respectively.

The Company closed its plant located in Edison, New Jersey in 2008. The land and building at this location, having a carrying value of $6.6 million, are deemed to be held for sale, and as such are reflected in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2010, and December 31, 2009.

F-68

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

7. Intangible Assets, Net

The gross carrying amount and accumulated amortization of the Company’s intangible assets subject to amortization as of June 30, 2010, were as follows:

	Gross Carrying Amount		Accumulated Amortization			Net		Weighted Average Amortization Period
	(In thousands)
Patented technology	$	25,389	$	(9,715	)	$	15,674	10 years
Customer relationships		33,290		(7,783	)		25,507	16 years
Total	$	58,679	$	(17,498	)	$	41,181

The gross carrying amount and accumulated amortization of the Company’s intangible assets subject to amortization as of December 31, 2009, were as follows:

	Gross Carrying Amount		Accumulated Amortization			Net		Weighted Average Amortization Period
	(In thousands)
Patented technology	$	24,545	$	(8,399	)	$	16,146	10 years
Customer relationships		33,863		(6,997	)		26,866	16 years
Total	$	58,408	$	(15,396	)	$	43,012

Amortization expense for the six months ended June 30, 2010 and 2009, was $2.4 million and $2.5 million, respectively. Remaining estimated aggregate amortization expense for 2010 is $2.4 million. The estimated aggregate amortization expense for each of the next five years ending December 31 is as follows (in thousands):

2011	$	4,700
2012		4,700
2013		4,600
2014		4,200
2015		4,000

8. Goodwill

The changes in the carrying amount of goodwill were as follows:

	North America Segment		Europe Segment			South America Segment		Total
	(In thousands)
Balance at January 1, 2010	$	420,765	$	16,286		$	7	$	437,058
Foreign currency translation adjustments		563		(2,548	)		—		(1,985	)
Balance at June 30, 2010	$	421,328	$	13,738		$	7	$	435,073

F-69

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

9. Asset Impairment Charges

The Company identified an indicator of possible impairment of certain assets in Brazil, Mexico, the United Kingdom and the United States for the six months ended June 30, 2010, and in Mexico and the United States for the six months ended June 30, 2009. As a result, the Company evaluated the recoverability of these assets and determined that the undiscounted future cash flows were below the carrying value of these long-lived assets. Additionally, management had no plans to redeploy the majority of these assets. Accordingly, the Company adjusted the carrying value of these long-lived assets to their estimated fair value in accordance with the guidance under ASC 360-10-35-15, “Subsequent Measurement — Impairment or Disposal of Long-lived Assets,” resulting in impairment charges being recorded in continuing operations of $2.8 million and $8.0 million for the six months ended June 30, 2010 and 2009, respectively.

10. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

	June 30, 2010		December 31, 2009
	(In thousands)
Accrued employee compensation and benefits	$	57,929	$	64,536
Accrued interest		29,488		20,395
Accrued sales allowance		20,921		22,917
Other		64,315		78,255
	$	172,653	$	186,103

11. Debt Arrangements

Long-term debt consisted of the following:

	June 30, 2010		December 31, 2009
	(In thousands)
Term loans (net of $15.3 million and $19.9 million unamortized discount as of June 30, 2010, and December 31, 2009, respectively)	$	1,585,932	$	1,781,108
Revolver		—		—
Foreign and other revolving credit facilities		5,037		3,381
Senior notes (net of $3.1 million and $3.3 million unamortized discount as of June 30, 2010, and December 31, 2009, respectively)		250,283		250,047
Senior subordinated notes		375,000		375,000
Capital leases		13,793		17,039
Other		10,753		10,288
		2,240,798		2,436,863
Less amounts classified as current (net of $4.6 million and $5.8 million unamortized discount as of June 30, 2010, and December 31, 2009, respectively)		34,638		100,657
Total	$	2,206,160	$	2,336,206

F-70

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

The Company’s credit agreement consists of a senior secured term loan of $563.1 million due October 7, 2011 (“Term Loan B”), and a senior secured term loan of $1,022.8 million ($1,038.1 million aggregate outstanding principal amount less $15.3 million unamortized discount) due April 5, 2014 (“Term Loan C” and, together with the Term Loan B, the “Term Loans”), to the Operating Company as of June 30, 2010, and a $260.0 million senior secured revolving credit facility (the “Revolver” and, together with the Term Loans, the “Credit Agreement”). Availability under the Revolver as of June 30, 2010, was $249.8 million (as reduced by $10.2 million of outstanding letters of credit). The obligations of the Operating Company and GPC Capital Corp. I (“CapCo I”) under the Credit Agreement are guaranteed by Holdings and certain domestic subsidiaries of the Operating Company. The Term Loans are payable in quarterly installments and require payments of $8.1 million in the remainder of 2010, $570.7 million in 2011, $10.5 million in 2012, $10.5 million in 2013 and $1,001.4 million in 2014 (disregarding any further mandatory or voluntary prepayments that may reduce such scheduled amortization payments). The payments of $8.1 million in the remainder of 2010 exclude the paydowns of debt in the first half of 2010 of $114.2 million with the contributions received from GPC in exchange for limited partnership units in connection with the IPO and of $14.7 million with the contributions received from GPC in exchange for limited partnership units in connection with the sale of additional shares following the IPO and for an excess cash flow payment of $62.5 million due for the year ended December 31, 2009, paid in March 2010.

On May 28, 2009, certain of the lenders under the Term Loans agreed to extend the final maturity of $1,200.0 million of the Term Loans, conditioned on the refinancing in full of the senior notes due 2012. As a result of such refinancing in November 2009, $563.1 million of the Term Loans will mature on October 7, 2011, and the remaining $1,038.1 million will mature on April 5, 2014.

On May 28, 2009, certain of the Revolver lenders agreed to extend their commitments, with respect to $112.8 million of the total commitment (“Extending Revolver”), conditioned on the refinancing in full of the senior notes due 2012. As a result of such refinancing in November 2009, $135.2 million of commitments under the Revolver will expire on October 7, 2010 (“Non-Extending Revolver”), and the remainder of the commitments will expire on October 1, 2013. In conjunction with the extension of these revolving commitments, the Company also voluntarily reduced the amount of total revolving commitments available to it under the Credit Agreement from $250.0 million to $248.0 million. Subsequent to the IPO, the Company received a $12.0 million increase to its Extending Revolver.

Interest under the Term Loan B and the Non-Extending Revolver is payable at (a) the “Alternate Base Rate” (“ABR”) (the higher of the Prime Rate or the Federal Funds Rate plus 0.50%) plus a margin ranging from 1.00% to 1.75%; or (b) the “Eurodollar Rate” (the applicable interest rate offered to banks in the London interbank eurocurrency market) plus a margin ranging from 2.00% to 2.75%. Interest under the Term Loan C and the Extending Revolver is payable at (a) the “Adjusted Alternate Base Rate” (the higher of (x) the Prime Rate plus a margin of 3.25%; (y) the Federal Funds Rate plus a margin of 3.75%; or (z) the one-month Eurodollar Rate, subject to a floor of 2.50%, plus a margin of 4.25%); or (b) the Eurodollar Rate, subject to a floor of 2.50%, plus a margin of 4.25%. A commitment fee of 0.50% is due on the unused portion of the Non-Extending Revolver. A commitment fee of 0.75% is due on the unused portion of the Extending Revolver.

The Credit Agreement contains certain affirmative and negative covenants as to the operations and financial condition of the Company, as well as certain restrictions on the payment of dividends and other distributions to Holdings. As of June 30, 2010, the Company was in compliance with all covenants.

Substantially all domestic tangible and intangible assets of the Company are pledged as collateral pursuant to the terms of the Credit Agreement.

F-71

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

As of June 30, 2010, and December 31, 2009, the Company had outstanding $253.4 million aggregate principal amount of 8.25% senior unsecured notes due 2017 (“Senior Notes”) and $375.0 million in senior subordinated notes due 2014 (“Senior Subordinated Notes”) co-issued by the Operating Company and CapCo I (collectively with the Senior Notes, the “Notes”). The Notes are unconditionally guaranteed, jointly and severally, by Holdings and certain domestic subsidiaries of the Operating Company and mature on October 7, 2014 (Senior Subordinated Notes), and January 1, 2017 (Senior Notes). Interest on the Senior Subordinated Notes is payable semi-annually at 9.875% per annum and interest on the Senior Notes is payable semi-annually at 8.25% per annum.

12. Fair Value Measurement

The following methods and assumptions were used to estimate the fair values of each class of financial instruments:

Cash and Cash Equivalents, Accounts Receivable and Accounts Payable

The fair values of these financial instruments approximate their carrying amounts.

Long-Term Debt

The Company’s long-term debt consists of both variable-rate and fixed-rate debt. The fair values of the Company’s long-term debt were based on market price information. The Company’s variable-rate debt, including the Company’s Credit Agreement, totaled $1,598.2 million (net of $15.3 million unamortized discount) and $1,790.1 million (net of $19.9 million unamortized discount) at June 30, 2010, and December 31, 2009, respectively. The fair value of this long-term debt, including the current portion, was approximately $1,612.4 million and $1,809.8 million at June 30, 2010, and December 31, 2009, respectively. The Company’s fixed-rate debt, including $253.4 million of Senior Notes and $375.0 million of Senior Subordinated Notes, totaled $642.6 million (net of $3.1 million unamortized discount) and $646.8 million (net of $3.3 million unamortized discount) at June 30, 2010, and December 31, 2009, respectively. The fair value of this long-term debt, including the current portion, was approximately $650.4 million and $652.8 million at June 30, 2010, and December 31, 2009, respectively.

Derivatives

The Company established the following fair value hierarchy that prioritizes the inputs used to measure fair value, in accordance with the guidance under ASC 820-10, “Fair Value Measurements and Disclosures”:

Level 1: Inputs are quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Inputs include the following:

a) Quoted prices in active markets for similar assets or liabilities.

b) Quoted prices in markets that are not active for identical or similar assets or liabilities.

c) Inputs other than quoted prices that are observable for the asset or liability.

d) Inputs that are derived primarily from or corroborated by observable market data by correlation or other means.

Level 3: Inputs are unobservable inputs for the asset or liability.

F-72

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

Recurring Fair Value Measurements

The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2010, by level within the fair value hierarchy:

	Fair Value Measurements Using
	Level 1		Level 2		Level 3
	(In thousands)
Liabilities:
Foreign currency exchange contract	$	—	$	7	$	—
Interest rate swap agreements		—		13,008		—

The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2009, by level within the fair value hierarchy:

	Fair Value Measurements Using
	Level 1		Level 2		Level 3
	(In thousands)
Liabilities:
Interest rate collar agreements	$	—	$	68	$	—
Interest rate swap agreements		—		16,688		—
Foreign currency exchange contract		—		27		—

The fair values of the Company’s derivative financial instruments are observable at commonly quoted intervals for the full term of the derivatives and therefore considered level 2 inputs.

Non-recurring Fair Value Measurements

The Company has real estate located in Edison, New Jersey that is held for sale. The aggregate carrying value of these assets at June 30, 2010, was $6.6 million, which is less than the fair value of these assets and therefore resulted in no impairment charge for these assets. The determination of fair value included certain unobservable inputs, which reflect the Company’s assumptions regarding how market participants would price these assets in the marketplace, and therefore are considered level 3 inputs. The fair value of this real estate was based on offers received from potential buyers.

The Company recorded impairment charges in continuing operations of $2.8 million for the six months ended June 30, 2010, for long-lived assets in Brazil, Mexico, the United Kingdom and the United States whose carrying values exceeded fair values. The Company recorded impairment charges in continuing operations of $8.0 million for the six months ended June 30, 2009, for long-lived assets in Mexico and the United States whose carrying values exceeded fair values. Fair values for these assets were based on projected future cash flows, discounted using either a risk-free rate or a risk-adjusted rate, which the Company considers level 3 inputs.

13. Derivative Financial Instruments

The Company’s business and activities expose it to a variety of market risks, including risks related to changes in interest rates, foreign currency exchange rates and commodity prices. These financial exposures are monitored and managed by the Company as an integral part of its market risk management program. This program recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effects

F-73

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

that market volatility could have on operating results. As part of its market risk management strategy, the Company uses derivative instruments to protect cash flows from fluctuations caused by volatility in interest rates, foreign currency exchange rates and commodity prices.

Cash Flow Hedges

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on derivatives representing hedge ineffectiveness, if any, are recognized in current earnings.

During 2009, the Company entered into a $1.2 million foreign currency exchange contract to hedge the exchange rate exposure on a transaction that is denominated in pound sterling. The contract was renewed in the third quarter of 2009 for another six months and increased to $1.5 million. The contract was renewed again in the first quarter of 2010 for another six months. This foreign currency exchange contract is accounted for as a cash flow hedge and is highly effective as defined by ASC 815, “Derivatives and Hedging.”

The maximum term over which the Company is hedging exposures to the variability of cash flows (for all forecasted transactions, excluding interest payments on variable-rate debt) is 12 months.

Derivatives Not Designated as Hedging Instruments

During the first quarter of 2009, the Company elected to roll over its senior secured term loan in one-month increments to reduce its cash interest, as opposed to continuing to roll over its senior secured term loan in three-month increments to match the terms of its interest rate collar agreements. The Company has therefore discontinued hedge accounting for its interest rate collar and swap agreements. As a result, no change in fair value was recorded in other comprehensive income for the six months ended June 30, 2010 and 2009. Of the amount recorded within accumulated other comprehensive income (loss) as of June 30, 2010, 91% is expected to be recognized in interest expense in the next twelve months.

In 2009, the Company entered into foreign currency exchange contracts to hedge the effects of fluctuations in exchange rates on an anticipated euro-denominated purchase of equipment. The gains or losses on the derivatives were recognized in current earnings.

Financial instruments are not held by the Company for trading purposes.

The notional amounts of the Company’s derivative instruments outstanding were as follows:

	June 30, 2010		December 31, 2009
	(In thousands)
Derivatives designated as hedges:
Foreign currency exchange contract	$	1,414	$	1,544
Total derivatives designated as hedges	$	1,414	$	1,544
Derivatives not designated as hedges:
Interest rate collar agreements	$	—	$	385,000
Interest rate swap agreements		350,000		350,000
Total derivatives not designated as hedges	$	350,000	$	735,000

F-74

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

The fair values of the Company’s derivative instruments outstanding were as follows:

	Balance Sheet Location	June 30, 2010		December 31, 2009
		(In thousands)
Liability derivatives:
Derivatives designated as hedges:
Foreign currency exchange contract	Accrued expenses and other current liabilities	$	7	$	27
Total derivatives designated as hedges			7		27
Derivatives not designated as hedges:
Interest rate collar agreements	Accrued expenses and other current liabilities		—		68
Interest rate swap agreements	Accrued expenses and other current liabilities		11,840		10,466
Interest rate swap agreements	Other non-current liabilities		1,168		6,222
Total derivatives not designated as hedges			13,008		16,756
Total liability derivatives		$	13,015	$	16,783

The gains and losses on the Company’s derivative instruments during the six months ended June 30, 2010, were as follows:

	Amount of Gain or (Loss) Recognized in AOCI (a) (Effective Portion) for the Six Months Ended June 30, 2010			Income Statement Classification	Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) for the Six Months Ended June 30, 2010
	(In thousands)				(In thousands)
Derivatives designated as hedges:
Cash flow hedges:
Foreign currency exchange contract	$	(110	)	Other expense (income), net	$	(110	)
Total derivatives designated as hedges	$	(110	)		$	(110	)
					Amount of Gain or (Loss) Recognized in Income for the Six Months Ended June 30, 2010
					(In thousands)
Derivatives not designated as hedges:
Interest rate collar agreements				Interest expense	$	(86	)
Interest rate swap agreements				Interest expense		(7,027	)
Total derivatives not designated as hedges					$	(7,113	)

(a) Accumulated other comprehensive income (loss) (“AOCI”).

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GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

The gains and losses on the Company’s derivative instruments during the six months ended June 30, 2009, were as follows:

	Amount of Gain or (Loss) Recognized in AOCI (a) (Effective Portion) for the Six Months Ended June 30, 2009			Income Statement Classification	Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) for the Six Months Ended June 30, 2009
	(In thousands)				(In thousands)
Derivatives designated as hedges:
Cash flow hedges:
Foreign currency exchange contract	$	151		Other expense (income), net	$	151
Natural gas swap agreements		(161	)	Cost of goods sold		(273	)
Total derivatives designated as hedges	$	(10	)		$	(122	)
					Amount of Gain or (Loss) Recognized in Income for the Six Months Ended June 30, 2009
					(In thousands)
Derivatives not designated as hedges:
Interest rate collar agreements				Interest expense	$	(4,203	)
Interest rate swap agreements				Interest expense		(1,069	)
Foreign currency exchange contracts				Other expense (income), net		84
Total derivatives not designated as hedges					$	(5,188	)

14. Income Taxes

The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes.” Holdings and the Operating Company, as limited partnerships, do not pay U.S. federal income taxes under the provisions of the Internal Revenue Code, as the applicable income or loss is included in the tax returns of the partners. However, certain U.S. subsidiaries are corporations and are subject to U.S. federal and state income taxes. The Company’s foreign operations are subject to tax in their local jurisdictions. In recording the income tax provision for the six months ended June 30, 2010, the Company separately considered one-time contract termination fees paid to affiliates, bonuses paid and other costs incurred in connection with the IPO, and a foreign exchange loss related to the application of hyper-inflationary accounting for our Venezuelan subsidiary and the devaluation of the Venezuelan bolivar.

Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates. The Company previously established a valuation allowance with respect to certain deferred income tax assets. During the six months ended June 30, 2010, the valuation allowance decreased by $27.1 million, primarily as a result of changes in deferred income tax assets associated with current year utilization of net operating losses.

F-76

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

The Company had $20.3 million of Unrecognized Tax Benefits (“UTB”), exclusive of interest and penalties, as of June 30, 2010. For the six months ended June 30, 2010, the Company recorded a net increase in UTB of $1.9 million, exclusive of interest and penalties. Offsetting long-term deferred income tax assets at June 30, 2010, were $9.9 million. As of June 30, 2010, the Company had recorded additional UTB of $4.9 million related to interest and penalties. The Company does not expect a significant change in the UTB balance in the next twelve months. Approximately $7.3 million of UTB at June 30, 2010, if recognized, would impact the Company’s effective tax rate.

15. Commitments

The Company is a party to various capital and operating leases involving real property and equipment. Total rent expense for operating leases was $24.9 million and $24.7 million for the six months ended June 30, 2010, and 2009, respectively.

Under the Fifth Amended and Restated Limited Partnership Agreement and the Amended and Restated Monitoring Agreement (the “Monitoring Agreement”), the Company was obligated to make annual payments of $2.0 million and $3.0 million to affiliates of the Graham Family and Blackstone (defined as Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital Partners III L.P. and Blackstone Family Investment Partnership III L.P. or affiliates thereof), respectively. The Company has terminated the Monitoring Agreement and is no longer obligated to make payments. As a result, as of February 10, 2010, the Company is only obligated to make annual payments of $1.0 million to affiliates of the Graham Family for ongoing management and advisory services. See Note 21 for further discussion of the Company’s obligations under these agreements.

16. Contingencies and Legal Proceedings

On November 3, 2006, the Company filed a complaint with the Supreme Court of the State of New York, New York County, against Owens-Illinois, Inc. and OI Plastic Products FTS, Inc. (collectively, “OI”). The complaint alleges certain misrepresentations by OI in connection with the Company’s 2004 purchase of the blow molded plastic container business of Owens-Illinois, Inc. and seeks damages in excess of $30 million. In December 2006, OI filed an Answer and Counterclaim, seeking to rescind a Settlement Agreement entered into between OI and the Company in April 2005, and disgorgement of more than $39 million paid by OI to the Company in compliance with that Settlement Agreement. The Company filed a Motion to Dismiss the Counterclaim in July 2007, which was granted by the Court in October 2007. On August 1, 2007, the Company filed an Amended Complaint to add additional claims seeking indemnification from OI for claims made against the Company by former OI employees pertaining to their pension benefits. These claims arise from an arbitration between the Company and Glass, Molders, Pottery, Plastic & Allied Workers, Local #171 (the “Union”) that resulted in an award on April 23, 2007, in favor of the Union. The Arbitrator ruled that the Company had failed to honor certain pension obligations for past years of service to former employees of OI, whose seven Union-represented plants were acquired by the Company in October 2004. In the Amended Complaint, the Company maintains that under Section 8.2 of the Stock Purchase Agreement between the Company and OI, OI is obligated to indemnify the Company for any losses associated with differences in the two companies’ pension plans including any losses incurred in connection with the Arbitration award. The litigation is proceeding.

On April 10, 2009, OnTech Operations, Inc. (“OnTech”) initiated an arbitration proceeding against the Company, in which OnTech alleges that the Company breached a bottle purchase agreement dated April 28, 2008, and an equipment lease dated June 1, 2008. In its statement of claims, OnTech alleges, among other things, that the Company’s failure to produce bottles as required by the bottle purchase agreement resulted in the failure

F-77

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

of OnTech’s business. As a result, OnTech is seeking to recover the value of its business, which it alleges is between $80 million and $150 million, which is in excess of 10% of the Company’s current assets. The arbitration is currently scheduled to be heard by a three arbitrator panel from August 2, 2010, to August 6, 2010. The Company believes that OnTech’s claims are without legal, contractual or factual merit. The Company is vigorously defending against these claims and feels that the likelihood of it not prevailing is remote. Accordingly, the Company has not accrued a loss on this claim.

The Company is a party to various other litigation matters arising in the ordinary course of business. The ultimate legal and financial liability of the Company with respect to such litigation cannot be estimated with certainty, but management believes, based on its examination of these matters, experience to date and discussions with counsel, that ultimate liability from the Company’s various litigation matters will not be material to the business, financial condition, results of operations or cash flows of the Company.

17. Condensed Guarantor Data

As of June 30, 2010, the Operating Company and CapCo I had outstanding $253.4 million aggregate principal amount of 8.25% Senior Notes due 2017 and $375.0 million aggregate principal amount of 9.875% Senior Subordinated Notes due 2014. Holdings and the domestic subsidiaries of the Operating Company have fully and unconditionally guaranteed these notes. These guarantees are both joint and several. The Operating Company, the guarantor subsidiaries and CapCo I are 100%-owned subsidiaries of Holdings.

The following unaudited condensed consolidating information presents, in separate columns, the condensed consolidating balance sheets as of June 30, 2010, and December 31, 2009, and the related condensed consolidating statements of operations for the six months ended June 30, 2010 and 2009, and condensed consolidating statements of cash flows for the six months ended June 30, 2010 and 2009, for (i) Holdings on a parent only basis with its investments in the Operating Company and CapCo I recorded under the equity method, (ii) the Operating Company, a wholly-owned subsidiary of Holdings, on a parent only basis with its investments in subsidiaries recorded under the equity method, (iii) the guarantor domestic subsidiaries of the Operating Company, (iv) the non-guarantor subsidiaries of the Company, (v) CapCo I, a co-issuer of the Notes, and (vi) the Company on a consolidated basis.

F-78

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JUNE 30, 2010

(In thousands)

	Graham Packaging Holdings Company			Graham Packaging Company, L.P.			Guarantors		Non- Guarantors		CapCo I		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	107,301		$	—	$	28,811	$	—	$	—		$	136,112
Accounts receivable, net		—			84,057			74,646		75,507		—		—			234,210
Inventories		—			74,412			75,120		38,961		—		—			188,493
Deferred income taxes		—			—			—		3,573		—		—			3,573
Prepaid expenses and other current assets		—			6,346			12,380		15,361		—		—			34,087
Total current assets		—			272,116			162,146		162,213		—		—			596,475
Property, plant and equipment, net		—			401,264			342,569		248,356		—		—			992,189
Intangible assets, net		—			7,612			29,628		3,941		—		—			41,181
Goodwill		—			150,106			235,924		49,043		—		—			435,073
Net intercompany		—			1,012,427			—		—		—		(1,012,427	)		—
Investment in subsidiaries		—			157,198			216,974		—		—		(374,172	)		—
Other non-current assets		—			25,440			114		6,442		—		—			31,996
Total assets	$	—		$	2,026,163		$	987,355	$	469,995	$	—	$	(1,386,599	)	$	2,096,914
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Current liabilities:
Current portion of long-term debt	$	—		$	19,647		$	682	$	14,309	$	—	$	—		$	34,638
Accounts payable		—			52,684			41,958		41,447		—		—			136,089
Accrued expenses and other current liabilities		—			91,262			40,461		40,930		—		—			172,653
Deferred revenue		—			10,627			9,185		5,071		—		—			24,883
Total current liabilities		—			174,220			92,286		101,757		—		—			368,263
Long-term debt		—			2,203,839			799		1,522		—		—			2,206,160
Deferred income taxes		—			436			6,243		10,898		—		—			17,577
Other non-current liabilities		—			47,403			19,031		25,304		—		—			91,738
Investment in subsidiaries		399,735			—			—		—		—		(399,735	)		—
Net intercompany		187,089			—			759,139		66,199		—		(1,012,427	)		—
Commitments and contingent liabilities
Partners’ capital (deficit)		(586,824	)		(399,735	)		109,857		264,315		—		25,563			(586,824	)
Total liabilities and partners’ capital (deficit)	$	—		$	2,026,163		$	987,355	$	469,995	$	—	$	(1,386,599	)	$	2,096,914

F-79

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2009

(In thousands)

	Graham Packaging Holdings Company			Graham Packaging Company, L.P.			Guarantors		Non- Guarantors		CapCo I		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	124,262		$	3	$	23,543	$	—	$	—		$	147,808
Accounts receivable, net		—			58,877			66,929		65,879		—		—			191,685
Inventories		—			72,257			76,017		46,428		—		—			194,702
Deferred income taxes		—			—			—		3,446		—		—			3,446
Prepaid expenses and other current assets		—			12,105			28,772		18,214		—		—			59,091
Total current assets		—			267,501			171,721		157,510		—		—			596,732
Property, plant and equipment, net		—			416,471			353,011		248,296		—		—			1,017,778
Intangible assets, net		—			7,298			31,198		4,516		—		—			43,012
Goodwill		—			150,106			235,924		51,028		—		—			437,058
Net intercompany		—			1,050,696			—		—		—		(1,050,696	)		—
Investment in subsidiaries		—			149,868			221,054		—		—		(370,922	)		—
Other non-current assets		—			28,291			142		4,073		—		—			32,506
Total assets	$	—		$	2,070,231		$	1,013,050	$	465,423	$	—	$	(1,421,618	)	$	2,127,086
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Current liabilities:
Current portion of long-term debt	$	—		$	87,142		$	728	$	12,787	$	—	$	—		$	100,657
Accounts payable		—			47,281			31,454		32,278		—		—			111,013
Accrued expenses and other current liabilities		—			97,411			41,543		47,149		—		—			186,103
Deferred revenue		—			16,558			8,877		4,810		—		—			30,245
Total current liabilities		—			248,392			82,602		97,024		—		—			428,018
Long-term debt		—			2,334,119			1,129		958		—		—			2,336,206
Deferred income taxes		—			168			5,284		12,194		—		—			17,646
Other non-current liabilities		—			55,101			18,542		26,211		—		—			99,854
Investment in subsidiaries		567,549			—			—		—		—		(567,549	)		—
Net intercompany		187,089			—			809,933		53,674		—		(1,050,696	)		—
Commitments and contingent liabilities
Partners’ capital (deficit)		(754,638	)		(567,549	)		95,560		275,362		—		196,627			(754,638	)
Total liabilities and partners’ capital (deficit)	$	—		$	2,070,231		$	1,013,050	$	465,423	$	—	$	(1,421,618	)	$	2,127,086

F-80

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2010

(In thousands)

	Graham Packaging Holdings Company			Graham Packaging Company, L.P.			Guarantors			Non- Guarantors		CapCo I		Eliminations			Consolidated
Net sales	$	—		$	564,402		$	470,406		$	258,197	$	—	$	(54,597	)	$	1,238,408
Cost of goods sold		—			457,531			393,846			218,712		—		(54,597	)		1,015,492
Gross profit		—			106,871			76,560			39,485		—		—			222,916
Selling, general and administrative expenses		—			45,306			36,851			13,238		—		—			95,395
Asset impairment charges		—			1,686			430			676		—		—			2,792
Net loss on disposal of property, plant and equipment		—			605			99			349		—		—			1,053
Operating income		—			59,274			39,180			25,222		—		—			123,676
Interest expense, net		—			66,404			17,966			2,607		—		—			86,977
Net loss on debt extinguishment		—			2,664			—			—		—		—			2,664
Other (income) expense, net		—			(3,705	)		(285	)		7,202		—		—			3,212
Equity in earnings of subsidiaries		(25,725	)		(31,272	)		(9,153	)		—		—		66,150			—
Income (loss) before income taxes		25,725			25,183			30,652			15,413		—		(66,150	)		30,823
Income tax (benefit) provision		—			(542	)		539			5,101		—		—			5,098
Net income (loss)	$	25,725		$	25,725		$	30,113		$	10,312	$	—	$	(66,150	)	$	25,725

F-81

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2009

(In thousands)

	Graham Packaging Holdings Company			Graham Packaging Company, L.P.			Guarantors			Non- Guarantors			CapCo I		Eliminations			Consolidated
Net sales	$	—		$	505,995		$	452,031		$	226,528		$	—	$	(36,989	)	$	1,147,565
Cost of goods sold		—			419,960			373,349			184,976			—		(36,989	)		941,296
Gross profit		—			86,035			78,682			41,552			—		—			206,269
Selling, general and administrative expenses		—			23,692			21,316			12,396			—		—			57,404
Asset impairment charges		—			6,276			1,669			90			—		—			8,035
Net loss on disposal of property, plant and equipment		—			1,051			650			597			—		—			2,298
Operating income		—			55,016			55,047			28,469			—		—			138,532
Interest expense, net		—			51,941			22,522			1,947			—		—			76,410
Net gain on debt extinguishment		—			(756	)		—			—			—		—			(756	)
Other (income) expense, net		—			(13,037	)		(5,946	)		(416	)		—		17,854			(1,545	)
Equity in earnings of subsidiaries		(53,550	)		(37,602	)		(10,505	)		—			—		101,657			—
Income (loss) before income taxes		53,550			54,470			48,976			26,938			—		(119,511	)		64,423
Income tax provision		—			920			1,408			6,739			—		—			9,067
Income (loss) from continuing operations		53,550			53,550			47,568			20,199			—		(119,511	)		55,356
Loss from discontinued operations		—			—			—			(1,806	)		—		—			(1,806	)
Net income (loss)	$	53,550		$	53,550		$	47,568		$	18,393		$	—	$	(119,511	)	$	53,550

F-82

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2010

(In thousands)

	Graham Packaging Holdings Company		Graham Packaging Company, L.P.			Guarantors			Non- Guarantors			CapCo I		Eliminations			Consolidated
Operating activities:
Net cash (used in) provided by operating activities	$	—	$	(2,589	)	$	72,131		$	30,684		$	—	$	(30	)	$	100,196
Investing activities:
Net cash paid for property, plant and equipment		—		(21,445	)		(18,541	)		(35,696	)		—		—			(75,682	)
Intercompany investing activities		—		2,403			(50,815	)		—			—		48,412			—
Net cash (used in) provided by investing activities		—		(19,042	)		(69,356	)		(35,696	)		—		48,412			(75,682	)
Financing activities:
Proceeds from issuance of long-term debt		—		245			—			42,273			—		—			42,518
Payment of long-term debt		—		(200,620	)		(375	)		(39,483	)		—		—			(240,478	)
Intercompany financing activities		—		41,051			(2,403	)		9,764			—		(48,412	)		—
Debt issuance fees		—		(648	)		—			—			—		—			(648	)
Net proceeds from sale of additional units to GPC		—		165,636			—			—			—		—			165,636
Fees paid on behalf of GPC		—		(994	)		—			—			—		—			(994	)
Net cash provided by (used in) financing activities		—		4,670			(2,778	)		12,554			—		(48,412	)		(33,966	)
Effect of exchange rate changes on cash and cash equivalents		—		—			—			(2,274	)		—		30			(2,244	)
(Decrease) increase in cash and cash equivalents		—		(16,961	)		(3	)		5,268			—		—			(11,696	)
Cash and cash equivalents at beginning of period		—		124,262			3			23,543			—		—			147,808
Cash and cash equivalents at end of period	$	—	$	107,301		$	—		$	28,811		$	—	$	—		$	136,112

F-83

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2009

(In thousands)

	Graham Packaging Holdings Company		Graham Packaging Company, L.P.			Guarantors			Non- Guarantors			CapCo I		Eliminations			Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	—	$	57,926		$	121,606		$	56,450		$	—	$	(17,854	)	$	218,128
Investing activities:
Net cash paid for property, plant and equipment		—		(29,910	)		(25,347	)		(15,963	)		—		—			(71,220	)
Acquisition of/investment in a business, net of cash acquired		—		(365	)		(1,925	)		(15,194	)		—		17,484			—
Intercompany investing activities		—		(28,278	)		(122,469	)		—			—		150,747			—
Net cash (used in) provided by investing activities		—		(58,553	)		(149,741	)		(31,157	)		—		168,231			(71,220	)
Financing activities:
Proceeds from issuance of long-term debt		—		6,092			—			16,416			—		—			22,508
Payment of long-term debt		—		(40,610	)		(143	)		(14,915	)		—		—			(55,668	)
Intercompany financing activities		—		116,215			28,278			6,254			—		(150,747	)		—
Debt issuance fees		—		(9,570	)		—			—			—		—			(9,570	)
Purchase of partnership units		—		(89	)		—			—			—		—			(89	)
Net cash provided by (used in) financing activities		—		72,038			28,135			7,755			—		(150,747	)		(42,819	)
Effect of exchange rate changes on cash and cash equivalents		—		—			—			599			—		370			969
Increase in cash and cash equivalents		—		71,411			—			33,647			—		—			105,058
Cash and cash equivalents at beginning of period		—		35,297			1			8,581			—		—			43,879
Cash and cash equivalents at end of period	$	—	$	106,708		$	1		$	42,228		$	—	$	—		$	148,937

F-84

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

18. Comprehensive Income

Comprehensive income for the six months ended June 30, 2010 and 2009, was as follows:

	Six Months Ended June 30,
	2010			2009
	(In thousands)
Net income	$	25,725		$	53,550
Changes in fair value of derivatives designated and accounted for as cash flow hedges (net of tax of $0 for all periods presented)		—			347
Amortization of amounts in accumulated other comprehensive income (loss) as of the date the Company discontinued hedge accounting for its interest rate collar and swap agreements (net of tax of $0 for all periods presented)		4,107			3,217
Amortization of prior service costs and unrealized actuarial losses included in net periodic benefit costs for pension and post-retirement plans (net of a tax provision of $19 and $20 for the six months ended June 30, 2010, and 2009, respectively)		859			1,302
Foreign currency translation adjustments (net of a tax provision of $77 for the six months ended June 30, 2010, and a tax benefit of $6 for the six months ended June 30, 2009)		(24,537	)		4,860
Comprehensive income	$	6,154		$	63,276

F-85

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

19. Segment Information

The Company is organized and managed on a geographical basis in three operating segments: North America, Europe and South America. Segment information for the six months ended June 30, 2010 and 2009, and as of June 30, 2010, and December 31, 2009, representing the reportable segments currently utilized by the chief operating decision makers, was as follows:

		North America			Europe		South America			Eliminations (a)			Total
		(In thousands)
Net sales (b) (c)	Six months ended June 30, 2010	$	1,079,290		$	112,791	$	46,861		$	(534	)	$	1,238,408
	Six months ended June 30, 2009		997,760			110,364		39,633			(192	)		1,147,565
Operating income (loss)	Six months ended June 30, 2010	$	107,053		$	13,043	$	3,580		$	—		$	123,676
	Six months ended June 30, 2009		125,616			15,745		(2,829	)		—			138,532
Depreciation and amortization	Six months ended June 30, 2010	$	66,669		$	8,440	$	2,536		$	—		$	77,645
	Six months ended June 30, 2009		67,512			9,441		2,133			—			79,086
Asset impairment charges	Six months ended June 30, 2010	$	2,414		$	322	$	56		$	—		$	2,792
	Six months ended June 30, 2009		8,035			—		—			—			8,035
Interest expense, net	Six months ended June 30, 2010	$	85,123		$	638	$	1,216		$	—		$	86,977
	Six months ended June 30, 2009		74,577			558		1,275			—			76,410
Other (income) expense, net	Six months ended June 30, 2010	$	(2,651	)	$	3,352	$	2,511	(d)	$	—		$	3,212
	Six months ended June 30, 2009		(1,951	)		785		(3,259	)		2,880			(1,545	)
Income tax provision (benefit)	Six months ended June 30, 2010	$	1,794		$	3,098	$	206		$	—		$	5,098
	Six months ended June 30, 2009		3,543			4,399		1,125			—			9,067
Identifiable assets (b) (c) (e)	As of June 30, 2010	$	811,149		$	117,978	$	63,062		$	—		$	992,189
	As of December 31, 2009		830,897			138,053		48,828			—			1,017,778
Goodwill	As of June 30, 2010	$	421,328		$	13,738	$	7		$	—		$	435,073
	As of December 31, 2009		420,765			16,286		7			—			437,058
Cash paid for property, plant and equipment	Six months ended June 30, 2010	$	50,269		$	8,323	$	17,345		$	—		$	75,937
	Six months ended June 30, 2009		58,335			5,688		7,777			—			71,800

(a) To eliminate intercompany transactions.

(b) The Company’s net sales for Europe include countries having significant sales as follows:

	Six Months Ended June 30,
	2010		2009
	(In millions)
Poland	$	26.5	$	22.7
Belgium		26.8		26.7
Spain		14.2		17.5
France		14.7		11.0

The Company’s identifiable assets for Europe include countries having significant identifiable assets as follows:

	June 30, 2010		December 31, 2009
	(In millions)
Poland	$	31.0	$	36.6
Belgium		27.9		31.9
Spain		19.6		23.6
France		14.3		15.1

F-86

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

(c) The Company’s net sales for North America include sales in Mexico which totaled $86.6 million and $69.5 million for the six months ended June 30, 2010 and 2009, respectively. Identifiable assets in Mexico totaled $64.4 million and $58.8 million as of June 30, 2010, and December 31, 2009, respectively. Substantially all of the North America reportable segment’s remaining net sales and identifiable assets are in the United States.

(d) Beginning January 1, 2010, Venezuela’s economy is considered to be highly inflationary for accounting purposes. Accordingly, the Company has adopted the U.S. dollar as the functional currency for its Venezuelan operations. All bolivar-denominated transactions, as well as monetary assets and liabilities, are remeasured into U.S. dollars. As a result of the application of hyper-inflationary accounting requiring the revaluation of monetary assets and liabilities, the Company recorded a $2.5 million loss in other expense for the six months ended June 30, 2010. Net sales for Venezuela were $3.0 million for the six months ended June 30, 2010, and net assets for Venezuela were less than 1.0% of the Company’s total net assets as of June 30, 2010, and December 31, 2009. As the Venezuelan operations are not significant to the overall operations of the Company, future rate changes in the bolivar would not have a significant impact on the Company’s financial statements.

(e) Represents property, plant and equipment, net.

Product Net Sales Information

The following is supplemental information on net sales by product category:

	Six Months Ended June 30,
	2010		2009
	(In thousands)
Food and Beverage	$	769,752	$	713,582
Household		218,008		207,153
Personal Care/Specialty		82,505		85,818
Automotive Lubricants		168,143		141,012
Total Net Sales	$	1,238,408	$	1,147,565

20. Pension Plans

The components of net periodic pension cost for the Company’s defined benefit pension plans consisted of the following:

	Six Months Ended June 30,
	2010			2009
	(In thousands)
Components of net periodic pension cost:
Service cost	$	1,094		$	1,136
Interest cost		3,176			2,996
Expected return on plan assets		(3,483	)		(2,852	)
Net amortization and deferral of prior service costs		790			1,173
Curtailment/special charges		—			104
Employee contributions		—			(37	)
Net periodic pension cost	$	1,577		$	2,520

The Company previously disclosed in its financial statements for the year ended December 31, 2009, that it expected to contribute $7.3 million to its pension plans in 2010. As of June 30, 2010, $2.9 million of required contributions to its pension plans has been made and the Company expects to make an additional $4.4 million of contributions in the remainder of 2010.

F-87

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

The Company closed its plants located in Bristol, PA and Vicksburg, MS during the fourth quarter of 2009. As a result of these closings, in January 2010, the Company made an additional $0.5 million contribution to the Bristol, PA plan, and in June 2010, an additional $0.1 million contribution to the Vicksburg, MS plan, to fully fund both plans.

The Company recognized $3.7 million of expense for its 401(k) plans in each of the first halves of 2010 and 2009.

21. Transactions with Related Parties

The Company had transactions with entities affiliated through common ownership. The Company made payments to Graham Engineering Company for equipment and related services of $1.4 million and $0.8 million for the six months ended June 30, 2010 and 2009, respectively.

Affiliates of both of the Graham Family and Blackstone have supplied management and advisory services to the Company since 1998. The Company has recorded $1.0 million and $2.5 million of expenses for these services for the six months ended June 30, 2010 and 2009, respectively. Under the Fifth Amended and Restated Limited Partnership Agreement and the Monitoring Agreement, the Company was obligated to make annual payments of $2.0 million and $3.0 million to affiliates of the Graham Family and Blackstone, respectively. In exchange for a one-time payment of $26.3 million to Blackstone Management Partners III L.L.C. and $8.8 million to Graham Alternative Investment Partners I, the parties of the Monitoring Agreement agreed to terminate such agreement. These amounts paid to terminate the Monitoring Agreement are reflected in selling, general and administrative expenses on the Condensed Consolidated Statement of Operations (Unaudited) for the six months ended June 30, 2010. As a result of the termination, Blackstone, the Graham Family and their affiliates have no further obligation to provide monitoring services to the Company, and the Company has no further obligation to make annual payments of $4.0 million, under the Monitoring Agreement. As a result, as of February 10, 2010, the Company is only obligated to make annual payments of $1.0 million to affiliates of the Graham Family for ongoing management and advisory services under the Fifth Amended and Restated Limited Partnership Agreement, until such time that the Graham Family sells more than two thirds of its original investment, and such services would then cease.

At June 30, 2010, the Company had loans outstanding to certain former management employees of the Company for the purchase of shares of GPC, which owns, directly and indirectly, approximately 91% of the Company as of June 30, 2010. These loans were made in connection with the capital call payments made on September 29, 2000, and March 29, 2001, pursuant to a capital call agreement dated as of August 13, 1998. The proceeds from the loans were used to fund management’s share of the capital call payments. The loans mature on September 28, 2012, and March 30, 2013, respectively, and accrue interest at a rate of 6.22%. The loans are secured by a pledge of the stock purchased by the loans. The loans and related interest, totaling $1.9 million and $1.8 million as of June 30, 2010, and December 31, 2009, respectively, are reflected in partners’ capital (deficit) on the Condensed Consolidated Balance Sheets (Unaudited).

The Company has provided funding to GPC to cover its expenses, primarily in connection with the IPO, resulting in a receivable from GPC of $2.0 million, which is reflected in partners capital (deficit) on the Condensed Consolidated Balance Sheet (Unaudited) as of June 30, 2010.

In connection with the IPO, on February 10, 2010, GPC entered into separate Income Tax Receivable Agreements (“ITRs”) with its pre-IPO stockholders (e.g. Blackstone, management and other stockholders) and with GPC Holdings, L.P., an affiliate of the Graham Family. The agreements provide for the payment by GPC of

F-88

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that GPC actually realizes (or is deemed to realize in the case of an early termination or change in control as further described in the ITRs) as a result of the utilization of net operating losses attributable to periods prior to the IPO, and any increase to the tax basis of the assets of the Company related to (1) GPC’s 1998 acquisition of the Company and (2) current and future exchanges by the Graham Family of their limited partnership units for common stock of GPC pursuant to the Exchange Agreement, and of certain tax benefits related to GPC’s entering into the ITRs, including tax benefits attributable to payments under the ITRs. Payments under the ITRs are not conditioned upon these parties’ continued ownership of the Company or GPC.

GPC expects that future payments under the ITRs will aggregate to between $200.0 million and $230.0 million with potential additional payments for tax basis step-ups relating to future exchanges by the Graham Family of their limited partnership units in the Company for GPC common stock depending on the timing and value of such exchanges. This range is based on GPC’s assumptions using various items, including valuation analysis and historical tax basis amounts. This range also includes step-ups related to the Graham Family’s exchange of 1,324,900 limited partnership units through February 18, 2010. GPC will recognize obligations based on the amount of recorded net deferred income tax assets recognized, and subject to the ITRs. Changes in the recorded net deferred income tax assets will result in changes in the ITRs obligations, and such changes will be recorded as other income or expense. As of June 30, 2010, the value of the ITRs obligations was $11.4 million. Because GPC is a holding company with no operations of its own, its ability to make payments under the ITRs is dependent on the Company’s ability to make distributions. Upon the effective date of the respective ITRs, GPC recorded an initial obligation of $6.5 million, which was recognized as a reduction of additional paid-in capital. Additionally, GPC recorded $4.9 million in expense related to the increase in the ITRs obligations for the six months ended June 30, 2010. For the six months ended June 30, 2010, no payments have been made under the ITRs.

22. Environmental Matters

As a result of the Company closing its plant located in Edison, New Jersey, the Company is subject to New Jersey’s Industrial Site Recovery Act (“ISRA”). The Company acquired this facility from Owens-Illinois, Inc. in 2004. ISRA is an environmental law that specifies a process of reporting to the New Jersey Department of Environmental Protection (“NJDEP”) and, in some situations, investigating, cleaning up and/or taking other measures with respect to environmental conditions that may exist at an industrial establishment that has been shut down or is being transferred. The Company is in the process of evaluating and implementing its obligations under ISRA regarding this facility. The Company has recorded a preliminary reserve of $0.4 million for this obligation. This amount may change based on results of additional investigation expected to be undertaken for NJDEP.

23. Partners’ Capital (Deficit)

On February 10, 2010, the Company’s majority owner, GPC, completed its IPO. In connection with the IPO, the Company effected a 3,781.4427-for-one unit split and its limited partnership agreement has been amended and restated as the Sixth Amended and Restated Limited Partnership Agreement (the “Partnership Agreement”). Accordingly, any unit/share information reflects such splits. Pursuant to the Partnership Agreement, the Company’s partnership interests have been denominated as limited partnership units and general partnership units with no change in relative economic ownership percentages prior to the IPO. Additionally, general partnership interests of the Graham Family have been converted into limited partnership interests on an equivalent basis.

F-89

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

On February 17, 2010, and in connection with the IPO, GPC purchased 16,666,667 newly-issued, unregistered limited partnership units of the Company for net proceeds of $165.6 million. On February 17, 2010, $114.2 million of these net proceeds was used to pay a portion of the Term Loan B and Term Loan C. Additionally, as part of the IPO, the Graham Family entered into an Exchange Agreement. Under the Exchange Agreement, the Graham Family and certain permitted transferees may, subject to specific terms, exchange their limited partnership units in the Company for shares of GPC’s common stock at any time and from time to time on a one-for-one basis, subject to customary conversion rate adjustments for splits, stock dividends and reclassifications. Under this Exchange Agreement, entities controlled by the Graham Family and certain of their permitted transferees exercised their rights to exchange 1,324,900 limited partnership units of the Company for 1,324,900 shares of GPC’s common stock. In addition, a member of former management exchanged nine partnership units of the Company for nine shares of GPC’s common stock. The Company has also entered into Management Exchange Agreements which provide for similar rights to management to exchange limited partnership units of the Company obtained on exercise of outstanding options for shares of GPC common stock.

On March 11, 2010, the underwriters of the IPO partially exercised their option to purchase additional shares of GPC’s common stock, par value $0.01, from GPC and purchased 1,565,600 additional shares at the initial public offering price of $10.00 per share (the “Underwriters’ Allotment”). The Underwriters’ Allotment closed on March 16, 2010. GPC received net proceeds of $14.7 million (after underwriting discount and before expenses) (the “Net Proceeds”) and contributed the Net Proceeds to the Company in exchange for 1,565,600 newly-issued limited partnership units of the Company. The Company used the Net Proceeds and cash on hand to repay a portion of the Term Loans under the Credit Agreement.

As of June 30, 2010:

• GPC owns 60,532,490 limited partnership units, representing an 87.9% limited partnership interest, and its wholly-owned subsidiary, BCP/Graham Holdings L.L.C., is the sole general partner and owns 2,023,472 general partnership units, representing a 2.9% ownership in the Company;

• the Graham Family owns an aggregate of 6,263,121 limited partnership units, representing a 9.1% ownership in the Company; and

• a former employee owns 35,158 limited partnership units.

The Partnership Agreement also provides that for so long as the Graham Family retains at least one-third of their partnership interests held as of February 2, 1998 (or equivalent common stock of GPC for which such partnership interests have been or are eligible to be exchanged), they are entitled to an advisory fee of $1.0 million annually for ongoing management and advisory services.

24. Stock-based Compensation

The Company, from time to time, has granted options to purchase partnership units of Holdings, which may be exchanged for shares of GPC’s common stock, and options to purchase shares of GPC’s common stock. On February 4, 2010, GPC effected a 1,465.4874-for-one stock split and Holdings effected a 3,781.4427-for-one unit split. Accordingly, any unit/share information reflects such splits. As a result of these splits, each share of GPC’s common stock corresponds to one unit of Holdings’ partnership interest.

F-90

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010

A summary of the changes in the unit options outstanding under the option plans for the six months ended June 30, 2010, is as follows:

	Units Under Options		Weighted Average Exercise Price/Option		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
					(in years)	(in millions)
Outstanding at January 1, 2010	4,813,115		$	8.35
Granted	—			—
Exercised	—			—
Forfeited	(199,916	)		7.61
Outstanding at June 30, 2010	4,613,199		$	8.39	6.7	$	15.4
Vested or expected to vest	3,836,259		$	8.60	6.4	$	12.0
Exercisable at June 30, 2010	3,178,807		$	8.68	6.3	$	9.6

A summary of the changes in the stock options outstanding under the option plans for the six months ended June 30, 2010, is as follows:

	Common Stock Under Options		Weighted Average Exercise Price/Option		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
					(in years)	(in millions)
Outstanding at January 1, 2010	—		$	—
Granted	881,363			10.09
Exercised	—			—
Forfeited	(78,275	)		10.00
Outstanding at June 30, 2010	803,088		$	10.10	9.6	$	1.4
Vested or expected to vest	803,088		$	10.10	9.6	$	1.4
Exercisable at June 30, 2010	—		$	—	—	$	—

(1) In the first six months of 2010, in conjunction with the IPO, the Company granted options to certain management members to purchase 841,363 shares of common stock. Subsequently, the Company granted options to a certain management member to purchase 40,000 shares of common stock. As a result, the Company will incur incremental compensation expense of approximately $2.2 million over the four-year vesting period of the options. The incremental expense recorded during the six months ended June 30, 2010, was $0.2 million.

25. Subsequent Event

On July 1, 2010, the Company acquired China Roots Packaging PTE Ltd. (“China Roots”), a plastic container manufacturing company located in Guangzhou, China, for approximately $25 million. China Roots manufactures plastic containers and closures for food, health care, personal care and petrochemical products. Its customers include several global consumer product marketers. In 2009, China Roots’ sales were approximately $16.3 million.

F-91

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Directors

Liquid Container Inc.

We have audited the accompanying consolidated balance sheets of Liquid Container Inc. (a Delaware S-corporation) and Subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America as established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Liquid Container Inc. and Subsidiaries as of December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Chicago, Illinois

August 18, 2010

F-92

LIQUID CONTAINER INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2009 AND 2008

	2009			2008
ASSETS
CURRENT ASSETS:
Cash	$	721,222		$	1,220,772
Marketable securities—fixed income (cost $-0-for 2009, and $1,285,961 for 2008)		—			1,277,121
Accounts receivable, less allowance of $65,322 and $300,000 respectively		25,226,595			32,112,214
Inventories		30,656,941			26,865,172
Other current assets		4,036,872			3,540,924
		60,641,630			65,016,203
PROPERTY, PLANT AND EQUIPMENT:
Land		2,026,000			2,026,000
Buildings and leasehold improvements		38,694,936			38,260,269
Machinery and equipment		268,479,331			250,894,250
Office furniture and fixtures		5,133,999			4,900,821
Deposits and construction in progress		1,231,021			15,567
		315,565,287			296,096,907
Less: Accumulated depreciation		(162,423,156	)		(146,332,480	)
		153,142,131			149,764,427
OTHER ASSETS:
Deferred financing costs, net of accumulated amortization of $2,377,725 and $1,967,865 respectively		760,794			1,170,654
Goodwill		19,442,011			19,442,011
		20,202,805			20,612,665
Total Assets	$	233,986,566		$	235,393,295
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	37,573,996		$	30,959,106
Current maturities of long-term debt		8,692,580			17,800,000
Accrued liabilities:
Salaries and wages		5,470,179			3,988,446
Vacation pay		3,082,773			2,864,525
Fringe benefits		1,945,120			1,402,458
Real estate taxes		724,167			633,007
Profit sharing		2,295,895			1,951,874
Interest		257,936			249,869
Tax distributions		2,111,661			3,166,291
Other		2,551,311			1,742,383
		64,705,618			64,757,959
LONG-TERM DEBT		162,018,339			184,179,000
DEFERRED INCOME TAXES		3,319,121			3,396,817
Total Liabilities		230,043,078			252,333,776
SHAREHOLDERS’ EQUITY
Common stock		2			2
Additional paid-in capital		144,198			144,198
Retained earnings		(18,111,248	)		(17,075,842	)
Accumulated other comprehensive income (loss)		—			(8,839	)
Non- controlling interests		21,910,536			—
		3,943,488			(16,940,481	)
Total Liabilities and Shareholders’ Equity	$	233,986,566		$	235,393,295

See notes to consolidated financial statements.

F-93

LIQUID CONTAINER INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007

	2009			2008			2007
NET SALES	$	355,512,366		$	403,427,571		$	360,540,420
COST OF GOODS SOLD		286,031,749			337,618,585			295,839,274
Gross profit		69,480,617			65,808,986			64,701,146
SELLING AND ADMINISTRATIVE EXPENSES		12,780,708			11,825,653			11,870,421
Operating income		56,699,909			53,983,333			52,830,725
OTHER EXPENSE (INCOME):
Interest expense, net of interest income		3,264,141			11,805,133			17,705,271
Loss (gain) on disposal of fixed assets		35,547			(10,343	)		7,376
Other		741,288			731,756			734,303
INCOME BEFORE TAXES		52,658,933			41,456,787			34,383,775
Income tax provision		2,411,852			2,489,585			1,308,694
NET INCOME		50,247,081			38,967,202			33,075,081
Less income attributable to non-controlling interests		(49,682,487	)		(8,231,377	)		(11,731,151	)
NET INCOME ATTRIBUTABLE TO PARENT	$	564,594		$	30,735,825		$	21,343,930

See notes to consolidated financial statements.

F-94

LIQUID CONTAINER INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007

	Common Stock, $0.01 par value, Class A Voting (20 Shares Authorized)						Common Stock, $0.04 par value, Class B Non-Voting (980 Shares Authorized)						Additional paid-in capital		Accumulated other comprehensive income (loss)			Retained earnings			Non- controlling interest			Total shareholders’ equity			Comprehensive income
	Number of shares issued		Number of shares outstanding		Amount		Number of shares issued		Number of shares outstanding		Amount
BALANCE, January 1, 2007		4		4	$	—		196		196	$	2	$	144,198	$	1,016		$	(66,574,980	)	$	—		$	(66,429,764	)	$	—
Net income		—		—		—		—		—		—		—		—			21,343,930			11,731,151			33,075,081			33,075,081
Distributions		—		—		—		—		—		—		—		—			—			(11,731,151	)		(11,731,151	)		—
Repurchase of partnership units		—		—		—		—		—		—		—		—			(1,980,617	)		—			(1,980,617	)		—
Comprehensive loss		—		—		—		—		—		—		—		(9,206	)		—			—			(9,206	)		(9,206	)
BALANCE, December 31, 2007		4		4		—		196		196		2		144,198		(8,190	)		(47,211,667	)		—			(47,075,657	)	$	33,065,875
Net income		—		—		—		—		—		—		—		—			30,735,825			8,231,377			38,967,202		$	38,967,202
Distributions		—		—		—		—		—		—		—		—			(600,000	)		(8,231,377	)		(8,831,377	)		—
Comprehensive loss		—		—		—		—		—		—		—		(649	)		—			—			(649	)		(649	)
BALANCE, December 31, 2008		4		4		—		196		196		2		144,198		(8,839	)		(17,075,842	)		—			(16,940,481	)	$	38,966,553
Net income		—		—		—		—		—		—		—		—			564,594			49,682,487			50,247,081		$	50,247,081
Distributions		—		—		—		—		—		—		—		—			(1,600,000	)		(27,771,951	)		(29,371,951	)		—
Comprehensive income		—		—		—		—		—		—		—		8,839			—			—			8,839			8,839
BALANCE, December 31, 2009	$	4	$	4	$	—	$	196	$	196	$	2	$	144,198	$	—		$	(18,111,248	)	$	21,910,536		$	3,943,488		$	50,255,920

See notes to consolidated financial statements.

F-95

LIQUID CONTAINER INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007

	2009			2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	50,247,081		$	38,967,202		$	33,075,081
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		17,464,808			16,328,204			14,602,599
Amortization		409,860			429,967			352,120
Deferred income taxes		(77,696	)		229,023			(423,645	)
Loss (gain) on disposal of fixed assets		35,547			(10,349	)		7,376
Gain (loss) on sale of marketable securities		(2,647	)		(2,725	)		(493	)
Changes in components of working capital:
Decrease (increase) in receivables		6,932,785			(2,704,801	)		538,639
(Increase) decrease in inventory		(3,791,769	)		12,545,672			(10,558,261	)
(Increase) decrease in other current assets		(1,446,229	)		610,943			(1,110,189	)
Increase (decrease) in accounts payable		6,614,890			(994,905	)		6,491,828
Increase (decrease) in accrued liabilities		3,507,580			473,437			(995,376	)
Net cash provided by operating activities		79,894,210			65,871,668			41,979,679
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities		(829,281	)		(7,864,055	)		(106,917,380	)
Proceeds from sale of marketable securities		2,117,889			8,252,388			106,856,422
Capital expenditures		(19,990,645	)		(15,915,001	)		(29,781,297	)
Proceeds from sale of capital assets		15,700			87,010			106,975
Net cash used for investing activities		(18,686,337	)		(15,439,658	)		(29,735,280	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (payment) borrowing on revolver
Payments on revolver		(159,088,291	)		(168,382,465	)		(167,776,954	)
Borrowings on revolver		145,240,703			144,357,652			254,700,767
Repayment of term debt		(17,420,493	)		(15,000,000	)		(87,500,000	)
Payment of note payable to limited partner		—			(2,003,879	)		—
Distributions to shareholder and non-controlling interests		(30,439,342	)		(8,375,181	)		(13,438,070	)
Net cash used for financing activities		(61,707,423	)		(49,403,873	)		(14,014,257	)
(Decrease) increase in cash		(499,550	)		1,028,137			(1,769,858	)
Cash, beginning of year		1,220,772			192,635			1,962,493
Cash, end of year	$	721,222		$	1,220,772		$	192,635
Supplemental disclosures of cash flow information
Cash paid during the year for interest	$	3,246,476		$	11,853,927		$	18,934,682
Cash paid during the year for income taxes		1,998,923			2,085,994			1,331,422
Supplemental disclosure of non-cash activities
Purchase of shares for note payable	$	—		$	—		$	2,003,879
Recovery of non-controlling interests in excess of basis		—			30,245,269			20,903,875

See notes to consolidated financial statements.

F-96

LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009, 2008 AND 2007

1. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Liquid Container Inc. (“LCI”), Liquid Container Limited Partnership (“LCLP”) and its direct and indirect subsidiaries, Plaxicon Holding Corporation, a Delaware corporation, its wholly-owned subsidiary, Plaxicon LLC, a California limited liability company (formerly Plaxicon, Inc., a California S Corporation), and Plaxicon Company, a California general partnership (all referred to herein as “Plaxicon”), collectively referred to as the “Company.” Significant intercompany accounts and transactions have been eliminated.

Nature of Operations

LCI, a Delaware S Corporation, was formed on November 1, 1990, for the purpose of acting as managing general partner of LCLP. As managing general partner, LCI exclusively manages the properties, business and affairs of the LCLP, all decisions relating to the management and control of the conduct of the business of LCLP, including but not limited to decisions relating to acquisitions of additional businesses, distributions to the non-controlling partners, opening of bank accounts, refinancing of LCLP obligations, encumbering of LCLP property and selection of attorneys, accountants, appraisers and agents. LCI owns approximately 1.1% of the outstanding partnership units of the LCLP.

The Company designs, manufactures and sells high-density polyethylene, polyethylene terephthalate and polypropylene plastic containers primarily to the food, household chemical and automotive after-market industries throughout the United States. The Company has a long-term supply contract with one customer covering multiple products for multiple brands for five or more years that accounts for approximately 33%, 32% and 32% of its sales for the years ended December 31, 2009, 2008 and 2007, respectively.

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Estimates are used in accounting for, among other items, sales rebates to customers, allowance for doubtful accounts, self-insurance liabilities, impairment of long-lived assets, litigation, claims and contingencies and income taxes.

Marketable Investment Transactions

LCI has evaluated its investment portfolio and classified all investment securities as available-for-sale. Investments determined to be available-for-sale are measured at fair value, with unrealized gains and losses, net of deferred income taxes, reported as a component of accumulated other comprehensive income (loss). Gains and losses on the sale of such securities are determined using the specific identification method.

Non-controlling Interests

The Financial Accounting Standards Board (“FASB”) issued guidance, which changed the accounting for and the financial statement presentation of non-controlling equity interests in a consolidated subsidiary. The guidance replaced the existing minority-interest provisions by defining a new term, “non-controlling interests,” to replace what were previously called minority interests. The new guidance establishes non-controlling interests as a component of the equity of a consolidated entity. The underlying principle of the new guidance is that both the

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LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009, 2008 AND 2007

controlling interest and the non-controlling interests are part of the equity of a single economic entity: the consolidated reporting entity. Classifying non-controlling interests as a component of consolidated equity is a change from the previous practice of treating minority interests as a mezzanine item between liabilities and equity or as a liability. The change affects both the accounting and financial reporting for non-controlling interests in a consolidated subsidiary. The reporting requirements are intended to clearly identify and differentiate the interests of the parent and the interests of the non-controlling owners. The Company adopted this guidance on January 1, 2009, and the reporting and disclosure requirements were applied retrospectively to prior periods.

Included in the years ended December 31, 2008 and 2007 consolidated statements of cash flows as non-cash transactions is $30,245,269 and $20,903,875 in recovery of distributions to non-controlling interest in excess of basis, which was related to the recovery of distributions made prior to 2007. At that time, distributions in excess of the non-controlling interest basis were charged to operations as a result of the non-controlling interest holders having no contractual obligation to return such amounts to fund operations or to restore any capital deficits.

The non-controlling interests of LCLP include its non-managing general partners and limited partners, some of which are related to the managing general partner. Had the Company continued to account for income under the previously existing accounting standards, net income attributable to the controlling interests for 2009 would have been $18,689,222.

Revenue Recognition

Sales are recorded when all of the following have occurred: an agreement of a sale exists, product delivery and acceptance has occurred or services have been rendered, pricing is fixed or determinable and collection is reasonably assured. Management is required to make judgments about whether pricing is fixed or determinable and whether or not collectibility is reasonably assured.

The Company records accruals for sales rebates to certain customers at the time of shipment based upon historical experience. Management periodically reviews actual rebate experience in relation to historical experience and makes any necessary adjustments to the accrual. Changes in allowances may be required if future rebates differ from historical experience.

Accounts Receivable

Credit is extended based on the evaluation of a customer’s financial condition. Collateral is generally not required. Accounts receivable are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s ability to pay its obligation to the Company and the condition of the general economy and industry as a whole. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. Changes in the Company’s allowance for doubtful accounts are as follows as of December 31:

	2009			2008
Beginning balance	$	300,000		$	300,000
Write-offs, net of recoveries		49,196			(7,920	)
Provision for bad debts		(283,874	)		7,920
Ending balance	$	65,322		$	300,000

F-98

LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009, 2008 AND 2007

Inventories

The Company’s inventories, which consist of raw materials and finished goods, are stated at the lower of cost or market using a method that approximates the first-in, first-out method for materials and the average-cost method for labor and overhead components. Provisions for potentially obsolete or slow-moving inventory are made based on management’s analysis of inventory levels, historical usage and market conditions.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is provided utilizing the straight-line method over the estimated useful lives of the assets as follows:

	Years
Buildings	30 - 33
Machinery and equipment	3 - 15
Office furniture and fixtures	3 - 10

Amortization of leasehold improvements is provided using the straight-line method based upon the expected useful lives of the improvements or the term of the lease, whichever is shorter. Maintenance and repairs are charged to expense.

Deferred Financing Costs

All costs and fees related to the Senior Credit Facility, Variable Revenue Bonds and Notes Payable have been capitalized as deferred financing costs and are being amortized over the lives of the debt instruments.

Goodwill

As part of the 1996 acquisition of Plaxicon, the Company recorded goodwill of $16,654,345 which, until January 1, 2002, was amortized over 25 years. In connection with the 1999 acquisition of the manufacturing division of United States Container Corporation, the Company recorded additional goodwill of $7,430,961.

The Company tests goodwill and other intangible assets with indefinite lives annually for impairment and found no instances of impairment of the recorded goodwill. The Company performed this testing assuming that the Company has only one reporting unit.

Long-Lived Assets

The Company evaluates the recoverability of the carrying amount of long-lived assets whenever events or changes in circumstances indicate the carrying amount of an asset may not be fully recoverable. If an asset is considered impaired, the impairment recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the cost to sell. Management determines fair value using discounted future cash flow analysis or other accepted valuation techniques. The Company has not experienced impairments of long-lived assets during any of the periods presented in the accompanying consolidated financial statements.

Fair Value Measurements

LCI defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous

F-99

LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009, 2008 AND 2007

market for the asset or liability. Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. The Company established a three-tiered hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy are as follows:

Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2—Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including the following:

1. Quoted prices for similar assets or liabilities in active markets.

2. Quoted prices for identical or similar assets or liabilities in inactive markets.

3. Inputs other than quoted prices that is observable for the assets or liabilities.

Level 3—Inputs are unobservable for the asset or liability (including the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability).

LCI’s management uses the following methods and significant assumptions to estimate the fair value of investments.

Marketable securities consist of investments in corporate, governmental agencies, and municipal bonds. The maturity dates of the marketable securities—fixed income typically range from two months to two years.

Money market funds are valued at their close price at the end of the day on the last business day of the year. Marketable securities—fixed income, with the exception of money market funds, are valued using available observable market information through processes such as benchmark curves, market quotations of similar securities, sector groupings and matrix pricing.

The following table presents the investments carried on the consolidated statements of assets, liabilities and shareholders’ equity by level within the fair value hierarchy based on the inputs used to value them at December 31, 2008:

	Level 1		Level 2		Level 3		Total
Money market funds	$	472,181	$	—	$	—	$	472,181
Marketable securities—fixed income		—		804,940		—		804,940
	$	472,181	$	804,940	$	—	$	1,277,121

Other Comprehensive Income

Other comprehensive income is defined as the change in equity of a business enterprise from non-shareholder transactions impacting shareholder’s equity that are not included in the statement of operations

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LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009, 2008 AND 2007

and are not reported as a separate component of equity. For the years ended December 31, 2009, 2008 and 2007, accumulated other comprehensive income includes one component: the net change in unrealized gain (loss) on investment securities.

Statements of Cash Flows

For purposes of reporting the statement of cash flows, the Company includes all cash accounts, excluding money market accounts embedded in marketable securities, which are not subject to withdrawal restrictions or penalties as cash on the accompanying balance sheets.

Income Taxes

LCI, with the consent of its shareholders, has elected to be taxed as an S Corporation under the Internal Revenue Code, pursuant to which LCI is not subject to Federal income taxes. LCI is subject to certain state taxes. The income of the LCI is taxed to its shareholders by inclusion in the respective shareholder’s income tax returns.

As a limited partnership, the taxable income or loss of LCLP is allocated and included in its partners’ tax returns, except for certain state taxes.

Plaxicon is a C Corporation and is, therefore, subject to income tax. Plaxicon recognizes deferred income taxes for the consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the current period and the change during the period in deferred tax assets and liabilities.

Accounting for Uncertainty in Income Taxes

In June 2006, the FASB clarified guidance on accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In addition, guidance was provided on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The requirements are effective for fiscal years beginning after December 15, 2006.

In December 2008, the FASB permitted certain entities to defer the effective date to annual financial statements for fiscal years beginning after December 15, 2008.

The Company adopted the provisions on January 1, 2009. Previously, the Company had recorded for tax contingencies when amounts were estimable and probable to occur. Under the new guidance, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied the guidance to all tax positions for which the statute of limitations remained open.

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LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009, 2008 AND 2007

The adoption of this guidance did not have a material impact on the Company’s financial statements. At December 31, 2009, there was no liability for uncertain tax positions recorded on the accompanying balance sheet.

Fair Value of Financial Instruments

The carrying values of cash, accounts receivable and accounts payable approximate their fair values based on their short-term maturities. The carrying values of long-term bank obligations approximate their fair values because the effective interest rates on those obligations reflect current market rates.

Freight

The Company records freight billed to customers as net sales, with freight costs recorded as cost of goods sold.

Research and Development

Research and development expense was $833,063, $253,036 and $44,238 for the years ended December 31, 2009, 2008 and 2007, respectively.

2. Inventories

Inventory amounts as of December 31, 2009 and 2008, were as follows and include a reserve of obsolete inventories of $667,341 and $1,081,776, respectively, which is fully allocated to finished goods:

	2009		2008
Raw materials	$	13,408,610	$	11,015,385
Finished goods		17,248,331		15,849,787
	$	30,656,941	$	26,865,172

3. Other Intangible Assets

Other intangible assets consist of deferred financing costs, upon which, for the years ended December 31, 2009, 2008 and 2007, the Company recognized amortization expense of $409,860, $429,967 and $352,120, respectively. These intangibles are scheduled to be fully amortized by 2015, with corresponding amortization estimated to be $409,869, $253,576, $76,672, $10,322 and $10,322 for the years ended 2010, 2011, 2012, 2013 and 2014, respectively. The estimated useful lives are 5 to 24 years for deferred financing fees.

Deferred financing costs consisted of the following:

	2009			2008
Gross carrying amount	$	3,138,519		$	3,138,519
Accumulated amortization		(2,377,725	)		(1,967,865	)
Other intangibles, net	$	760,794		$	1,170,654

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LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009, 2008 AND 2007

4. Long-Term Debt

Long-term debt consists of the following at December 31, 2009 and 2008:

	2009			2008
Senior Credit Facility:
Revolving Credit Loan	$	81,051,412		$	94,899,000
Term Note		82,579,507			100,000,000
Series A Notes Payable
Variable Revenue Bonds		7,080,000			7,080,000
		170,710,919			201,979,000
Less: Current maturities		(8,692,580	)		(17,800,000	)
Long-term debt less current maturities	$	162,018,339		$	184,179,000

Senior Credit Facility

In September 2007, the Senior Secured Credit Facility was amended to provide for a revolving credit loan up to $175,000,000 in the aggregate, which includes a $25,000,000 letter of credit sub-limit, and a $100,000,000 term loan. The amended Senior Secured Credit Facility bears interest at prime or the Eurodollar rate plus certain percentages based on the Company’s Leverage Ratio, as defined, at the Company’s option (1.20% and 2.23% at December 31, 2009 and 2008, respectively). Other terms and conditions were not materially changed.

The amended and extended Senior Secured Credit Facility is secured by the assets of the Company and matures September 30, 2012. The agreement provides for annual principal payments on the Term Loan based on Excess Cash Flow, as defined, and scheduled principal payments beginning September 30, 2009, as follows:

Payment Date	Scheduled Principal Payment on Term Loan
September 30, 2010	$8,692,580
September 30, 2011	13,038,870
September 30, 2012	Remaining unpaid principal

At December 31, 2009 and 2008, the Company has utilized $10,630,077 and $10,630,077, respectively, of the current and former Senior Secured Credit Facilities for letters of credit. The letters of credit secure the Variable Revenue Bonds and workers’ compensation insurance deductibles. The Variable Revenue Bonds mature in 2015, and the balance is due at that time. Interest rates are determined weekly (0.25% and 1.28% at December 31, 2009 and 2008, respectively).

Loan Covenants

The current and former Senior Credit Facilities contain covenants customary for those types of agreements including, but not limited to, restrictions on additional indebtedness, repurchase of partnership units, capital expenditures, leverage ratio, disposition of assets, distributions to shareholders and restrictions on change in control of the Company. The most restrictive covenants are minimum consolidated tangible net worth and total funded indebtedness, as defined, to consolidated EBITDA. At December 31, 2009 and 2008, the Company was in compliance with all covenants.

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LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009, 2008 AND 2007

5. Income Taxes

The provision for income taxes for the years ended December 31, 2009, 2008 and 2007, is comprised of the following:

	2009			2008		2007
Current:
Federal	$	1,702,260		$	1,624,695	$	1,270,737
State		787,288			635,867		461,602
		2,489,548			2,260,562		1,732,339
Deferred:
Federal		(67,218	)		192,835		(331,779	)
State		(10,478	)		36,188		(91,866	)
		(77,696	)		229,023		(423,645	)
	$	2,411,852		$	2,489,585	$	1,308,694

Temporary differences which give rise to the net deferred income tax liability are as follows:

	2009			2008
Deferred tax liability:
Partnership basis	$	(3,319,121	)	$	(3,396,817	)
Non-current deferred tax liability	$	(3,319,121	)	$	(3,396,817	)

The difference between the Federal statutory tax rate and the Company’s effective rate is primarily due to the Company’s income not being subject to all Federal and most state tax as it is a partnership.

The 2008 Plaxicon income taxes were under review by the Internal Revenue Service, the results of which provided for no material adjustments.

The following table reconciles the statutory tax rate to the effective tax rate:

	2009		2008		2007
Statutory tax rate	34.00	%	34.00	%	34.00	%
Income not subject to Federal income tax	(30.67	)	(29.28	)	(31.27	)
State income tax, net of Federal tax benefit	1.48		1.62		1.08
Other	(0.23	)	(0.33	)	0.00
Effective tax rate	4.58	%	6.01	%	3.81	%

6. Shareholders’ Equity

LCI is a Delaware corporation, was formed on November 1, 1990, for the purpose of acting as managing general partner of LCLP. There are 20 shares of $.01 par value, Class A voting common stock authorized, 4 shares issued and outstanding. Additionally, there are 980 shares of $.01 par value, Class B non-voting common stock authorized, 196 shares issued and outstanding.

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LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009, 2008 AND 2007

LCLP is a Delaware limited partnership established on November 2, 1990, by LCI, a Delaware S Corporation, its managing general partner. There are 1,000,000 partnership units authorized and 888,495 outstanding at December 31, 2009 and 2008, respectively. Sales of units are for cash and, at times, notes collateralized by the partnership units. There were no notes receivable from partners as of December 31, 2009 and 2008.

7. Commitments and Contingencies

Leases

The Company has operating leases for equipment and a number of its facilities as follows:

Location	Lease Termination
West Chicago, IL
—Manufacturing facility	July 2016
—Warehouse facility	March 2015 with (2) three-year options
—Corporate headquarters	February 2012 with (1) five-year option
Racine, WI	September 2010 with (2) three-year options
Modesto, CA	April 2011 with (1) five-year option
Lexington, KY	April 2014 with (2) three-year option
Rancho Cucamonga, CA	July 2013
Mason, OH	October 2010 with (1) five-year option
Hammond, LA	December 2014 with (1) two-year option
Memphis, TN	June 2014 with (2) three-year options
Kansas City, MO	May 2012 with (3) two-year options

Lease and rental expense was $6,379,083, $6,581,426 and $6,659,072 for the years ended December 31, 2009, 2008 and 2007, respectively. Future minimum rental commitments under the terms of operating leases are as follows:

2010	$	6,084,545
2011		4,811,876
2012		3,869,144
2013		3,435,614
2014		2,516,597
Thereafter		1,348,931
Total minimum lease payments	$	22,066,707

Contingencies

Certain conditions may exist that may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

F-105

LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009, 2008 AND 2007

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they arise from guarantees, in which case the guarantees would be disclosed.

8. Employee Benefit Plans

The Company has a defined contribution retirement plan covering substantially all full-time employees of Liquid Container and Plaxicon who have completed at least one year of service. Contributions to the retirement plan, which are determined at the sole discretion of the Board of Directors, totaled $1,672,072, $1,570,053 and $1,637,134 for the years ended December 31, 2009, 2008 and 2007, respectively. The retirement plan also has a 401(k) provision for the benefit of employees. Contributions are made by employees through pretax reductions of their salaries. Liquid Container contributes $0.50 for each $1.00 of employee contribution to the retirement plan, up to 4% of eligible compensation. Matching contributions for 2009, 2008 and 2007 totaled $813,663, $781,994 and $743,812, respectively.

The Company has a performance unit plan for which certain senior managers of the Company are eligible to participate. In 2009, 2008 and 2007, the Company recorded expenses for the plan totaling $430,547, $660,040 and $324,997, respectively. Under the terms of the plan, the Board of Directors has the discretion to grant phantom partner units to key employees. Phantom partner units granted vest over four years if the Company achieves minimum return on investments targets. As of December 31, 2009, 2008 and 2007, 11,595, 13,805 and 13,105 phantom units, respectively, are outstanding. The Company has accrued for the fully vested value within salaries, wages, vacation pay and fringe benefits.

9. Related Parties

During each of the years 2007 through 2009, the Company was charged approximately $600,000 by certain limited partners for management services.

10. Subsequent Events

The Company evaluated its December 31, 2009 financial statements for subsequent events through August 18, 2010, the date the financial statements were available to be issued.

F-106

LIQUID CONTAINER INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

JUNE 30, 2010 AND DECEMBER 31, 2009

(Unaudited)

	2010			2009
ASSETS
CURRENT ASSETS
Cash	$	592,643		$	721,222
Accounts receivable, less allowance of $76,882 and $65,322, respectively		36,058,097			25,226,595
Inventories		30,579,507			30,656,941
Other current assets		2,967,355			4,036,872
Income taxes receivable		—			—
Total current assets		70,197,602			60,641,630
PROPERTY, PLANT AND EQUIPMENT
Land		2,026,000			2,026,000
Buildings and leasehold improvements		39,217,237			38,694,936
Machinery and equipment		276,691,049			268,479,331
Office furniture and fixtures		5,329,092			5,133,999
Deposits and construction in progress		—			1,231,021
Total property, plant and equipment		323,263,378			315,565,287
Less accumulated depreciation		(170,826,950	)		(162,423,156	)
Property, plant and equipment, net		152,436,428			153,142,131
OTHER ASSETS
Deferred financing costs, net of accumulated amortization of $2,582,661 and $2,377,725, respectively		555,858			760,794
Goodwill		19,442,011			19,442,011
Total other assets		19,997,869			20,202,805
TOTAL ASSETS	$	242,631,899		$	233,986,566
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	37,029,580		$	37,573,996
Current maturities of long-term debt		8,692,580			8,692,580
Accrued liabilities
Salaries and wages		4,125,553			5,470,179
Vacation pay		3,330,171			3,082,773
Fringe benefits		1,897,245			1,945,120
Real estate taxes		1,118,676			724,167
Profit sharing		1,056,315			2,295,895
Interest		114,962			257,936
Tax distributions		1,000,000			2,111,661
Other		1,034,092			2,551,311
Total current liabilities		59,399,174			64,705,618
LONG-TERM DEBT		184,904,927			162,018,339
DEFERRED INCOME TAXES		3,319,121			3,319,121
Total liabilities		247,623,222			230,043,078
SHAREHOLDERS’ EQUITY
Common stock		2			2
Additional paid-in capital		144,198			144,198
Retained earnings		(18,248,801	)		(18,111,248	)
Non-controlling interests		13,113,278			21,910,536
Total shareholders’ equity		(4,991,323	)		3,943,488
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	242,631,899		$	233,986,566

The accompanying notes are an integral part of these statements.

F-107

LIQUID CONTAINER INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

SIX-MONTH PERIODS ENDED JUNE 30,

(Unaudited)

	2010			2009
Net sales	$	190,851,618		$	174,861,935
Cost of goods sold		162,184,670			137,465,407
Gross profit		28,666,948			37,396,528
Selling and administrative expenses		6,239,457			5,987,704
Operating income		22,427,491			31,408,824
Other expense (income)
Interest expense, net of interest income		1,300,714			1,925,118
Gain on disposal of fixed assets		(30,000	)		—
Other		404,733			337,570
Income before taxes		20,752,044			29,146,136
Income tax provision		1,161,771			1,645,248
Net income		19,590,273			27,500,888
Less income attributable to non-controlling interests		(19,377,826	)		(27,189,235	)
NET INCOME ATTRIBUTABLE TO PARENT	$	212,447		$	311,653

The accompanying notes are an integral part of these statements.

F-108

LIQUID CONTAINER INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

SIX-MONTH PERIODS ENDED JUNE 30, 2010 AND 2009

(Unaudited)

	Common Stock
	Class A voting, $0.01 par value, 20 shares authorized				Class B non-voting, $0.04 par value, 980 shares authorized
	Number of shares issued	Number of shares outstanding	Amount		Number of shares issued	Number of shares outstanding	Amount		Additional paid-in capital		Accumulated other comprehensive income (loss)			Retained earnings			Non- controlling interest			Total shareholders’ equity			Comprehensive income
Balance, January 1, 2009	4	4	$	—	196	196	$	2	$	144,198	$	(8,839	)	$	(17,075,842	)	$	—		$	(16,940,481	)	$	—
Net income	—	—		—	—	—		—		—		—			311,653			27,189,235			27,500,888			27,500,888
Distributions	—	—		—	—	—		—		—		—			(1,600,000	)		(23,137,908	)		(24,737,908	)		—
Comprehensive income	—	—		—	—	—		—		—		8,839			—			—			8,839			8,839
Balance, June 30, 2009	4	4	$	—	196	196	$	2	$	144,198	$	—		$	(18,364,189	)	$	4,051,327		$	(14,168,662	)	$	27,509,727
Balance, January 1, 2010	4	4		—	196	196	$	2	$	144,198	$	—		$	(18,111,248	)	$	21,910,536		$	3,943,488		$	—
Net income	—	—		—	—	—		—		—		—			212,447			19,377,826			19,590,273			19,590,273
Distributions	—	—		—	—	—		—		—		—			(350,000	)		(28,175,084	)		(28,525,084	)		—
Balance, June 30, 2010	4	4	$	—	196	196	$	2	$	144,198	$	—		$	(18,248,801	)	$	13,113,278		$	(4,991,323	)	$	19,590,273

The accompanying notes are an integral part of this statement.

F-109

LIQUID CONTAINER INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX-MONTH PERIODS ENDED JUNE 30,

(Unaudited)

	2010			2009
Cash flows from operating activities
Net income	$	19,590,273		$	27,500,888
Adjustments to reconcile net income attributable to parent to net cash provided by operating activities
Depreciation		9,297,916			8,287,542
Amortization		204,936			204,930
Deferred income taxes		—			—
Gain on disposal of fixed assets		(30,000	)		—
Loss on sale of marketable securities		(3,916	)		(2,647	)
Changes in components of working capital
(Increase) decrease in receivables		(10,831,502	)		976,579
Decrease (increase) in inventory		77,434			(2,628,321	)
Decrease in other current assets		350,396			(453,684	)
Decrease in accounts payable		(544,416	)		(6,611,289	)
Decrease in accrued liabilities		(3,622,458	)		782,533
Net cash provided by operating activities		14,488,663			28,056,531
Cash flows from investing activities
Purchases of marketable securities		—			(829,281	)
Proceeds from sale of marketable securities		—			2,117,889
Proceeds from sale of fixed assets		30,000			—
Capital expenditures		(7,873,092	)		(5,336,292	)
Net cash used for investing activities		(7,843,092	)		(4,047,684	)
Cash flows from financing activities
Borrowing on revolver		114,886,088			84,732,704
Payments on revolver		(91,999,500	)		(68,738,500	)
Repayment of term debt		—			(13,074,203	)
Distributions to shareholder and non-controlling interests		(29,660,738	)		(26,940,953	)
Net cash used for financing activities		(6,774,150	)		(24,020,952	)
Decrease in cash		(128,579	)		(12,105	)
Cash, beginning of period		721,222			1,220,772
Cash, end of period	$	592,643		$	1,208,667
Supplemental disclosures of cash flow information
Cash paid during the period for
Interest	$	1,443,689		$	1,945,256
Income taxes		1,517,191			1,261,847

The accompanying notes are an integral part of these statements.

F-110

LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2010 AND DECEMBER 31, 2009

(Unaudited)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Liquid Container Inc. (“LCI”), Liquid Container Limited Partnership (“LCLP”) and its direct and indirect subsidiaries, Plaxicon Holding Corporation, a Delaware corporation, its wholly-owned subsidiary, Plaxicon LLC, a California limited liability company (formerly Plaxicon, Inc., a California S Corporation), and Plaxicon Company, a California general partnership (all referred to herein as “Plaxicon”), collectively referred to as the “Company.” Significant intercompany accounts and transactions have been eliminated.

General

In the opinion of the management of the Company, all adjustments (consisting only of usual recurring adjustments considered necessary for a fair presentation) are reflected in the condensed consolidated financial statements (unaudited). The condensed consolidated balance sheet (unaudited) as of December 31, 2009, is derived from audited financial statements. The condensed consolidated financial statements (unaudited) and notes included in this report should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2009. The results of operations for the six-month period ended June 30, 2010, are not necessarily indicative of the results to be expected for the full year ending December 31, 2010.

Nature of Operations

LCI, a Delaware S Corporation, was formed on November 1, 1990, for the purpose of acting as managing general partner of LCLP. As managing general partner, LCI exclusively manages the properties, business and affairs of the LCLP, including, but not limited to, all decisions relating to the management and control of the conduct of its business, decisions relating to acquisitions of additional businesses, distributions to the non-controlling partners, opening of bank accounts, refinancing of LCLP obligations, encumbering of LCLP property and selection of attorneys, accountants, appraisers and agents. LCI owns approximately 1.1% of the outstanding partnership units of the LCLP.

The Company designs, manufactures and sells high-density polyethylene, polyethylene terephthalate and polypropylene plastic containers primarily to the food, household chemical and automotive after-market industries throughout the United States. The Company has a long-term supply contract with one customer covering multiple products for multiple brands for five or more years that accounts for approximately 28% and 30% of its sales for the six month periods ended June 30, 2010 and 2009, respectively.

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Estimates are used in accounting for, among other items, sales rebates to customers, allowance for doubtful accounts, self-insurance liabilities, impairment of long-lived assets, litigation, claims and contingencies and income taxes.

F-111

LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010 AND DECEMBER 31, 2009

(Unaudited)

Marketable Investment Transactions

LCI has evaluated its investment portfolio and classified all investment securities as available-for sale. Investments determined to be available-for sale are measured at fair value, with unrealized gains and losses, net of deferred income taxes, reported as a component of accumulated other comprehensive income (loss). Gains and losses on the sale of such securities are determined using the specific identification method.

Non-controlling Interests

In accordance with Financial Accounting Standards Board (“FASB”) issued guidance regarding non-controlling equity interests, the Company has displayed both the controlling interest and the non-controlling interests as part of the equity of a single economic entity: the consolidated reporting entity. The reporting requirements are intended to clearly identify and differentiate the interests of the parent and the interests of the non-controlling owners. The non-controlling interests of LCLP include its non-managing general partners and limited partners, some of whom are related entities to the managing general partner. Had the Company continued to account for income under the previously existing accounting standards, net income attributable to the controlling interests for the six months ended June 30, 2009 would have been $18,436,281.

Revenue Recognition

Sales are recorded when all of the following have occurred: an agreement of a sale exists, product delivery and acceptance has occurred or services have been rendered, pricing is fixed or determinable and collection is reasonably assured. Management is required to make judgments about whether pricing is fixed or determinable and whether or not collectibility is reasonably assured.

The Company records accruals for sales rebates to certain customers at the time of shipment based upon historical experience. Management periodically reviews actual rebate experience in relation to historical experience and makes any necessary adjustments to the accrual. Changes in allowances may be required if future rebates differ from historical experience.

Accounts Receivable

Credit is extended based on the evaluation of a customer’s financial condition. Collateral is generally not required. Accounts receivable are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s ability to pay its obligation to the Company and the condition of the general economy and industry as a whole. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. Changes in the Company’s allowance for doubtful accounts are as follows:

	June 30, 2010		December 31, 2009
Beginning balance	$	65,322	$	300,000
Write-offs, net of recoveries		11,560		49,196
Provision for bad debts		—		(283,874	)
Ending balance	$	76,882	$	65,322

F-112

LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010 AND DECEMBER 31, 2009

(Unaudited)

Inventories

The Company’s inventories, which consist of raw materials and finished goods, are stated at the lower of cost or market using a method that approximates the first-in, first-out method for materials and the average cost method for labor and overhead components. Provisions for potentially obsolete or slow-moving inventory are made based on management’s analysis of inventory levels, historical usage and market conditions.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is provided utilizing the straight-line method over the estimated useful lives of the assets as follows:

Asset description	Years
Buildings	30-33
Machinery and equipment	3-15
Office furniture and fixtures	3-10

Amortization of leasehold improvements is provided using the straight-line method based upon the expected useful lives of the improvements or the term of the lease, whichever is shorter. Maintenance and repairs are charged to expense.

Deferred Financing Costs

All costs and fees related to the Senior Credit Facility, Variable Revenue Bonds and Notes Payable have been capitalized as deferred financing costs and are being amortized over the lives of the debt instruments.

Goodwill

As part of the 1996 acquisition of Plaxicon, the Company recorded goodwill of $16,654,345 that, until January 1, 2002, was amortized over 25 years. In connection with the 1999 acquisition of the manufacturing division of United States Container Corporation, the Company recorded additional goodwill of $7,430,961.

The Company tests goodwill and other intangible assets with indefinite lives annually for impairment and found no instances of impairment of the recorded goodwill. The Company performed this testing assuming that the Company has only one reporting unit.

Long-Lived Assets

The Company evaluates the recoverability of the carrying amount of long-lived assets whenever events or changes in circumstances indicate the carrying amount of an asset may not be fully recoverable. If an asset is considered impaired, the impairment recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the cost to sell. Management determines fair value using discounted future cash flow analysis or other accepted valuation techniques. The Company has not experienced impairments of long-lived assets during any of the periods presented in the accompanying condensed consolidated financial statements.

F-113

LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010 AND DECEMBER 31, 2009

(Unaudited)

Other Comprehensive Income

Other comprehensive income is defined as the change in equity of a business enterprise from non-shareholder transactions impacting shareholders’ equity that are not included in the statements of income and are not reported as a separate component of equity. For the six-month periods ended June 30, 2010 and 2009, accumulated other comprehensive income includes one component: the net change in unrealized gain (loss) on investment securities.

Statements of Cash Flows

For purposes of reporting the statements of cash flows, LCI includes all cash accounts, excluding money market accounts embedded in marketable securities, which are not subject to withdrawal restrictions or penalties as cash on the accompanying consolidated balance sheets.

Income Taxes

LCI, with the consent of its shareholders, has elected to be taxed as an S Corporation under the Internal Revenue Code, pursuant to which LCI is not subject to Federal income taxes. LCI is subject to certain state taxes. The income of the LCI is taxed to its shareholders by inclusion in the respective shareholder’s income tax returns.

As a limited partnership, the taxable income or loss of LCLP is allocated and included in its partners’ tax returns, except for certain state taxes.

Plaxicon is a C Corporation and is, therefore, subject to income tax. Plaxicon recognizes deferred income taxes for the consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the current period and the change during the period in deferred tax assets and liabilities.

Accounting for Uncertainty in Income Taxes

In June 2006, the FASB clarified accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In addition, guidance was provided on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The requirements are effective for fiscal years beginning after December 15, 2006.

In December 2008, the FASB permitted certain entities to defer the effective date to annual financial statements for fiscal years beginning after December 15, 2008.

The Company adopted the provisions on January 1, 2009. Previously, the Company had recorded for tax contingencies when amounts were estimable and probable to occur. Under the new guidance, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than

F-114

LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010 AND DECEMBER 31, 2009

(Unaudited)

not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied the guidance to all tax positions for which the statute of limitation remained open.

The adoption of this standard did not have a material impact on the Company’s financial statements. At June 30, 2010 and December 31, 2009, there was no liability for uncertain tax positions recorded on the accompanying consolidated balance sheets.

Fair Value of Financial Instruments

The carrying values of cash, accounts receivable and accounts payable approximate their fair values based on their short-term maturities. The carrying values of long-term bank obligations approximate their fair values because the effective interest rates on those obligations reflect current market rates.

Freight

The Company records freight billed to customers as net sales, with freight costs recorded as cost of goods sold.

Research and Development

Research and Development expense was $335,878 and $340,631 for the six-month periods ended June 30, 2010 and 2009, respectively.

NOTE B—INVENTORIES

Inventory amounts as of June 30, 2010 and December 31, 2009, were as follows and include a reserve for slow-moving and obsolete inventories of $646,435 and $667,341, respectively, which is fully allocated to finished goods:

	2010		2009
Raw materials	$	14,904,925	$	13,408,610
Finished goods		15,674,582		17,248,331
	$	30,579,507	$	30,656,941

NOTE C—OTHER INTANGIBLE ASSETS

For the six-month periods ended June 30, 2010 and 2009, the Company recognized amortization expense of $204,936 and $204,930, respectively, on other intangibles, which consist of deferred financing costs and are scheduled to be fully amortized by 2015. The estimated useful lives are 5 to 24 years for deferred financing costs.

Deferred financing costs consisted of the following:

	June 30, 2010			December 31, 2009
Gross carrying amount	$	3,138,519		$	3,138,519
Accumulated amortization		(2,582,661	)		(2,377,725	)
Other intangibles, net	$	555,858		$	760,794

F-115

LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010 AND DECEMBER 31, 2009

(Unaudited)

NOTE D—LONG-TERM DEBT

Long-term debt consists of the following at June 30, 2010 and December 31, 2009:

	2010			2009
Senior Credit Facility
Revolving Credit Loan	$	103,938,000		$	81,051,412
Term Note		82,579,507			82,579,507
Series A Notes Payable
Variable Revenue Bonds		7,080,000			7,080,000
		193,597,507			170,710,919
Less current maturities		(8,692,580	)		(8,692,580	)
Long-term debt less current maturities	$	184,904,927		$	162,018,339

Senior Credit Facility

In September 2007, the Senior Secured Credit Facility was amended to provide for a revolving credit loan up to $175,000,000 in the aggregate, which includes a $25,000,000 letter of credit sub-limit, and a $100,000,000 term loan. The amended Senior Secured Credit Facility bears interest at prime or the Eurodollar rate plus certain percentages based on the Company’s Leverage Ratio, as defined, at the Company’s option (1.31% and 1.20% at June 30, 2010 and December 31, 2009, respectively). Other terms and conditions were not materially changed.

The amended and extended Senior Secured Credit Facility is secured by the assets of the Company and matures September 30, 2012. The agreement provides for annual principal payments on the Term Loan based on Excess Cash Flow, as defined, and scheduled principal payments beginning September 30, 2009, as follows:

Payment date	Scheduled principal payment on Term Loan
September 30, 2010	$8,692,580
September 30, 2011	13,038,870
September 30, 2012	Remaining unpaid principal

At June 30, 2010 and December 31, 2009, the Company has utilized $10,630,077 of the current and former Senior Secured Credit Facilities for letters of credit. The letters of credit secure the Variable Revenue Bonds and workers’ compensation insurance deductibles. The Variable Revenue Bonds mature in 2015, and the balance is due at that time. Interest rates are determined weekly (0.33% and 0.25% at June 30, 2010 and December 31, 2009, respectively).

Loan Covenants

The current and former Senior Credit Facilities contain covenants customary for those types of agreements including, but not limited to, restrictions on additional indebtedness, repurchase of partnership units, capital expenditures, leverage ratio, disposition of assets, distributions to shareholders and restrictions on change in control of the Company. The most restrictive covenants are minimum consolidated tangible net worth and total funded indebtedness, as defined, to consolidated EBITDA. At June 30, 2010 and December 31, 2009, the Company was in compliance with all covenants.

F-116

LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010 AND DECEMBER 31, 2009

(Unaudited)

NOTE E—INCOME TAXES

The provision for income taxes for the six-month periods ended June 30, 2010 and 2009, is comprised of the following:

	2010		2009
Current
Federal	$	658,100	$	1,195,239
State		503,671		450,009
		1,161,771		1,645,248
Deferred
Federal		—		—
State		—		—
		—		—
	$	1,161,771	$	1,645,248

Temporary differences which give rise to the net deferred income tax liability as of June 30, 2010 and December 31, 2009, are as follows:

Deferred tax liability
Partnership basis	$	(3,319,121	)
Non-current deferred tax liability	$	(3,319,121	)

The difference between the Federal statutory tax rate and the Company’s effective rate is primarily due to Liquid Container’s income not being subject to all Federal and most state tax as it is a partnership.

The 2008 Plaxicon income taxes were reviewed by the Internal Revenue Service, the results of which provided for no material adjustments.

The following table reconciles the statutory tax rate to the effective tax rate for the six-month periods ended June 30:

	2010		2009
Statutory tax rate	34.00	%	34.00	%
Income not subject to Federal income tax	(29.25	)	(30.20	)
State income tax, net of Federal benefit	2.43		1.54
Other	(1.58	)	0.30
Effective tax rate	5.60	%	5.65	%

NOTE F—SHAREHOLDERS’ EQUITY

LCI is a Delaware corporation formed on November 1, 1990, for the purpose of acting as managing general partner of LCLP. There are 20 shares of $0.01 par value, Class A voting common stock authorized, 4 shares issued and outstanding. Additionally, there are 980 shares of $0.01 par value, Class B non-voting common stock authorized, 196 shares issued and outstanding.

F-117

LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010 AND DECEMBER 31, 2009

(Unaudited)

LCLP is a Delaware limited partnership established on November 2, 1990, by LCI, a Delaware S Corporation, its managing general partner. There are 1,000,000 partnership units authorized and 888,495 outstanding at June 30, 2010 and December 31, 2009. Sales of units are for cash and, at times, notes collateralized by the partnership units. There were no notes receivable from partners as of June 30, 2010 and December 31, 2009.

NOTE G—COMMITMENTS AND CONTINGENCIES

Leases

The Company has operating leases for equipment and a number of its facilities as follows:

Location	Lease termination
West Chicago, IL
—Manufacturing facility	July 2016
—Warehouse facility	March 2015 with (2) three-year options
—Corporate headquarters	February 2012 with (1) five-year option
Racine, WI	September 2015 with (2) three-year options
Modesto, CA	April 2011 with (1) five-year option
Lexington, KY	April 2014 with (2) three-year options
Rancho Cucamonga, CA	July 2013
Mason, OH	October 2015 with (2) three-year options
Hammond, LA	December 2014 with (1) two-year option
Memphis, TN	June 2014 with (2) three-year options
Kansas City, MO	May 2012 with (3) two-year options

Lease and rental expense was $3,578,834 and $3,292,266 for the six-month periods ended June 30, 2010 and 2009, respectively.

Contingencies

Certain conditions may exist which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they arise from guarantees, in which case the guarantees would be disclosed.

F-118

LIQUID CONTAINER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010 AND DECEMBER 31, 2009

(Unaudited)

NOTE H—EMPLOYEE BENEFIT PLANS

The Company has a defined contribution retirement plan covering substantially all full-time employees of Liquid Container and Plaxicon who have completed at least one year of service. Contributions to the retirement plan, which are determined at the sole discretion of the Board of Directors, are accrued during the year based on management’s estimate of the contributions to be made for the year. The retirement plan also has a 401(k) provision for the benefit of employees. Contributions are made by employees through pretax reductions of their salaries. Liquid Container contributes $0.50 for each $1.00 of employee contribution to the retirement plan, up to 4% of eligible compensation. Matching contributions are accrued as incurred based on the level of employee contribution to the plan.

The Company has a performance unit plan for which certain senior managers of the Company are eligible to participate. Under the terms of the plan, the Board of Directors has the discretion to grant phantom partner units to key employees. Phantom partner units granted vest over four years if the Company achieves minimum return on investments targets. As of June 30, 2010 and December 31, 2009, 11,595 phantom units are outstanding. The Company has accrued for the fully vested value within salaries and wages.

NOTE I—RELATED PARTIES

During the six-month periods ended June 30, 2010 and 2009, the Company was charged approximately $300,000 by certain limited partners for management services.

NOTE J—SUBSEQUENT EVENTS

The Company evaluated subsequent events that have occurred after the balance sheet date through August 18, 2010, the date the financial statements were available to be issued. On August 9, 2010, Graham Packaging Company, Inc., through its subsidiary Graham Acquisition Corp. has entered into a purchase agreement with the Company and its partners to acquire the Company and its subsidiaries for total consideration of $568 million, subject to certain adjustments. The transaction is expected to close in 2010.

F-119

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Sole Director

WCK-L Holdings, Inc.

We have audited the accompanying balance sheets of WCK-L Holdings, Inc. (a Delaware S Corporation) (the “Company”) as of December 31, 2009 and 2008, and the related statements of income, changes in shareholder’s equity and cash flows for the years ended December 31, 2009, 2008 and 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America as established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of WCK-L Holdings, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the years ended December 31, 2009, 2008 and 2007, in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Chicago, Illinois

July 30, 2010

F-120

WCK-L HOLDINGS, INC.

BALANCE SHEETS

DECEMBER 31,

	2009		2008
ASSETS
CURRENT ASSETS
Cash	$	84,492	$	75,562
Dividend receivable		23,993		36,754
Interest receivable		—		9,808
Marketable securities—fixed income (cost—$-0- for 2009 and $1,279,654 for 2008)		—		1,270,887
TOTAL ASSETS	$	108,485	$	1,393,011
LIABILITIES AND SHAREHOLDER’S EQUITY
LIABILITIES
Accrued income tax	$	6,502	$	2,158
SHAREHOLDER’S EQUITY
Common stock		1		1
Additional paid-in capital		101,982		104,199
Retained earnings		—		1,295,420
Accumulated other comprehensive loss		—		(8,767	)
Total shareholder’s equity		101,983		1,390,853
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	$	108,485	$	1,393,011

The accompanying notes are an integral part of these statements.

F-121

WCK-L HOLDINGS, INC.

STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31,

	2009			2008		2007
Dividend income	$	312,285		$	88,422	$	128,017
Interest income		17,049			59,464		76,485
Realized (loss) gain on marketable securities		(575	)		2,862		493
Total income		328,759			150,748		204,995
Operating expenses		7,594			7,556		7,760
Earnings before taxes		321,165			143,192		197,235
Income tax expense		14,092			10,177		7,194
NET INCOME	$	307,073		$	133,015	$	190,041

The accompanying notes are an integral part of these statements.

F-122

WCK-L HOLDINGS, INC.

STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY

THREE YEARS ENDED DECEMBER 31, 2009

	Common Stock			APIC			Retained Earnings			Accumulated Other Comprehensive Income			Total Equity
	Shares	Amount
Balance at January 1, 2007	100	$	1	$	104,199		$	1,572,363		$	1,016		$	1,677,579
Net income	—		—		—			190,041			—			190,041
Distribution to shareholder	—		—		—			—			—			—
Change in accumulated other comprehensive income	—		—		—			—			(8,910	)		(8,910	)
Balance at December 31, 2007	100		1		104,199			1,762,405			(7,894	)		1,858,711
Net income	—		—		—			133,015			—			133,015
Distribution to shareholder	—		—		—			(600,000	)		—			(600,000	)
Change in accumulated other comprehensive income	—		—		—			—			(873	)		(873	)
Balance at December 31, 2008	100		1		104,199			1,295,420			(8,767	)		1,390,853
Net income	—		—		—			307,073			—			307,073
Distribution to shareholder	—		—		(2,217	)		(1,602,493	)		—			(1,604,710	)
Change in accumulated other comprehensive income	—		—		—			—			8,767			8,767
Balance at December 31, 2009	100	$	1	$	101,982		$	—		$	—		$	101,983

The accompanying notes are an integral part of these statements.

F-123

WCK-L HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31,

	2009			2008			2007
Cash flows from operating activities
Net income	$	307,073		$	133,015		$	190,041
Realized losses (gains) on marketable securities		575			(2,862	)		(493	)
Changes in assets and liabilities
Decrease (increase) in dividend receivable		12,761			(3,855	)		17,551
Decrease (increase) in interest receivable		9,808			5,254			(10,105	)
Decrease (increase) in prepaid income tax		—			2,929			(2,929	)
Increase (decrease) in accrued income tax		4,344			2,158			(2,183	)
Net cash provided by operating activities		334,561			136,639			191,882
Cash flows from investing activities
Purchases of marketable securities		(1,328,554	)		(5,164,851	)		(107,609,017	)
Proceeds from sale of marketable securities		1,402,923			5,552,419			107,548,226
Net cash provided by (used in) investing activities		74,369			387,568			(60,791	)
Cash flows from financing activities
Distributions to shareholder		(400,000	)		(600,000	)		—
Net cash used in financing activities		(400,000	)		(600,000	)		—
Increase (decrease) in cash		8,930			(75,793	)		131,091
Cash at beginning of year		75,562			151,355			20,264
Cash at end of year	$	84,492		$	75,562		$	151,355
Supplemental disclosure of cash flow information Cash paid during the year for income tax	$	9,748		$	5,089		$	12,872
Supplemental disclosure of non-cash information Distribution to shareholder of marketable securities—fixed income	$	1,204,710		$	—		$	—

The accompanying notes are an integral part of these statements.

F-124

WCK-L HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

NOTE A—ORGANIZATION AND NATURE OF BUSINESS

WCK-L Holdings, Inc. (the “Company”), a Delaware S Corporation, was formed on November 8, 1990, for the purpose of investing in and acting as a general partner for Liquid Container, LP (“LCLP”) and other general investing activities.

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all cash and short-term investments, excluding money market accounts that are embedded in marketable securities, with an original maturity of three months or less when purchased to be cash and cash equivalents.

Concentrations of Credit Risk

The Company maintains cash in bank deposit accounts which, at times, may exceed Federally insured limits. Accounts in the United States are insured by the Federal Deposit Insurance Corporation up to $250,000 as of December 31, 2009 and 2008. The uninsured balance aggregated to $-0- at December 31, 2009 and 2008. Cash is deposited with financial institutions that management believes are creditworthy. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash.

Investment Securities

The Company has evaluated its investment portfolio and classified all investment securities as available-for-sale. Investments determined to be available-for-sale are measured at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss). Gains and losses on the sale of such securities are determined using the specific identification method.

Fair Value Measurements

The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for the asset or liability. Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. The Company established a three-tiered hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including:

1. Quoted prices for similar assets or liabilities in active markets.

F-125

WCK-L HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009 AND 2008

2. Quoted prices for identical or similar assets or liabilities in inactive markets.

3. Inputs other than quoted prices that is observable for the assets or liabilities.

Level 3 inputs are unobservable for the asset or liability (including the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability).

The Company’s management uses the following methods and significant assumptions to estimate the fair value of investments:

Marketable securities consist of investments in corporate, governmental agencies, and municipal bonds. The maturity dates of the marketable securities—fixed income typically range from two months to two years.

Money market funds are valued at their close price at the end of the day on the last business day of the year. Marketable securities—fixed income, with the exception of money market funds, are valued using available observable market information through processes such as benchmark curves, market quotations of similar securities, sector groupings and matrix pricing.

The following table presents the investments carried on the combined statements of assets, liabilities and shareholder’s equity by level within the fair value hierarchy based on the inputs used to value them, as of December 31, 2008:

	2008
	Level 1		Level 2		Level 3		Total
Money market funds	$	363,827	$	—	$	—	$	363,827
Marketable securities—fixed income		—		907,060		—		907,060
Total	$	363,827	$	907,060	$	—	$	1,270,887

Cost Method Investments

The Company has a 1.1255% investment in LCLP representing 10,000 units with an original cost of $94,200 that is accounted for using the cost method as the Company does not have significant influence and the investment is not marketable. Dividends received from LCLP that are distributed from net accumulated earnings of LCLP are recorded as dividend income. Dividends received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions of cost of the investment. As of December 31, 2009 and 2008, the investment in LCLP is $-0-.

Fair Value of Financial Instruments

The Company’s financial instruments, other than investments, consist of cash and cash equivalents. The carrying amounts of these financial instruments approximate their fair value due to the short-term maturities of these assets.

Other Comprehensive Income

Other comprehensive income is defined as the change in equity of a business enterprise from non-shareholder transactions impacting shareholder’s equity that are not included in the statements of income and are not reported as a separate component of equity. For the years ended December 31, 2009 and 2008, accumulated other comprehensive income includes one component: the net change in unrealized gain (loss) on

F-126

WCK-L HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009 AND 2008

investment securities. Comprehensive income of $315,840, $132,142 and $181,131 for the years ended December 31, 2009, 2008 and 2007, respectively, includes net income and net change in unrealized gain (loss) on investment securities.

Statements of Cash Flows

For purposes of reporting the statements of cash flows, the Company includes all cash accounts, excluding the money market accounts embedded in marketable securities, that are not subject to withdrawal restrictions or penalties as cash on the accompanying balance sheets.

Income Taxes

The Company, with the consent of its shareholder, has elected to be taxed as an S Corporation under the Internal Revenue Code, pursuant to which the Company is not subject to Federal income taxes. The income of the Company is allocated and taxed to its shareholder by inclusion in his respective individual income tax return. Accordingly, the provision for income taxes, as presented in the accompanying statements of income, consists of entity level state taxes payable by S Corporations. Additionally, there are no deferred taxes provided for temporary differences between tax and financial reporting bases of assets and liabilities.

Accounting for Uncertainty in Income Taxes

In June 2006, the Financial Accounting Standards Board (“FASB”) clarified guidance on accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In addition, guidance was provided on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted this guidance on January 1, 2009. Previously, the Company recorded tax contingencies when amounts were estimable and probable to occur. Under the new guidance, the Company recognized the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. Due to the election of Subchapter S Corporation status, the adoption of this guidance did not have a material impact on the Company’s financial statements. At December 31, 2009 and December 31, 2008, there was no liability for uncertain tax positions recorded on the accompanying balance sheet.

Contingencies

Certain conditions may exist which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an

F-127

WCK-L HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009 AND 2008

estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they arise from guarantees, in which case the guarantees would be disclosed.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

NOTE C—EQUITY

The Company is a Delaware S Corporation and was established on November 8, 1990. There are 1,000 shares of common stock authorized and 100 shares outstanding at a par value of $0.01 as of December 31, 2009 and 2008. Sales of shares are for cash.

Total distributions for the year ended December 31, 2009, were $1,604,710, which were allocated $1,602,493 from retained earnings and $2,217 from additional paid-in capital. These distributions included securities distributed in-kind of $1,204,710. Distributions for the year ended December 31, 2008 and 2007, were $600,000 and $-0-, respectively.

NOTE D—RELATED PARTY TRANSACTIONS

The Company is an investor and general partner in LCLP. The Company has recorded dividend income from LCLP of $312,284, $88,422 and $128,017 for the years ended December 31, 2009, 2008 and 2007, respectively. At December 31, 2009 and 2008, the Company had accrued dividend receivables from LCLP of $23,993 and $36,754, respectively.

Accounting services are provided by a related party without charge.

NOTE E—SUBSEQUENT EVENTS

The Company evaluated its December 31, 2009 financial statements for subsequent events through July 30, 2010, the date the financial statements were available to be issued, and noted no events or transactions that would require adjustments and/or additional disclosures in the Company’s financial statements.

F-128

WCK-L HOLDINGS, INC.

BALANCE SHEETS

(Unaudited)

	As of June 30, 2010		As of December 31, 2009
ASSETS
CURRENT ASSETS
Cash	$	86,337	$	84,492
Dividend receivable		—		23,993
TOTAL ASSETS	$	86,337	$	108,485
LIABILITIES AND SHAREHOLDER’S EQUITY
Accrued income tax	$	2,672	$	6,502
SHAREHOLDER’S EQUITY
Common Stock		1		1
Additional Paid In Capital		83,664		101,982
Retained Earnings		—		—
Accumulated Other Comprehensive Income		—		—
TOTAL EQUITY		83,665		101,983
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	$	86,337	$	108,485

The accompanying notes are an integral part of these statements.

F-129

WCK-L HOLDINGS, INC.

STATEMENTS OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30,

(Unaudited)

	2010		2009
Dividend Income	$	315,939	$	253,581
Interest Income		320		15,263
Realized (Loss) on Marketable Securities		—		(574	)
Total income		316,259		268,270
Operating Expenses		792		790
Earnings before taxes		315,467		267,480
Income tax expense		8,785		10,498
NET INCOME	$	306,682	$	256,982

The accompanying notes are an integral part of these statements.

F-130

WCK-L HOLDINGS, INC.

STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY

FOR THE SIX MONTHS ENDING JUNE 30, 2010 AND 2009

(Unaudited)

	Common Stock			APIC			Retained Earnings			Accumulated Other Comprehensive Income			Total Equity
	Shares	Amount
Shareholder’s Equity, January 1, 2009	100	$	1	$	104,199		$	1,295,420		$	(8,767	)	$	1,390,853
Net Income	—	$	—	$	—		$	256,982		$	—		$	256,982
Distribution to Shareholder	—	$	—	$	—		$	(400,000	)	$	—		$	(400,000	)
Change in Accumulated Other Comprehensive Income	—	$	—	$	—		$	—		$	10,952		$	10,952
Shareholder’s Equity, June 30, 2009	100	$	1	$	104,199		$	1,152,402		$	2,185		$	1,258,787
Shareholder’s Equity, January 1, 2010	100	$	1	$	101,982		$	—		$	—		$	101,983
Net Income	—	$	—	$	—		$	306,682		$	—		$	306,682
Distribution to Shareholder	—	$	—	$	(18,318	)	$	(306,682	)	$	—		$	(325,000	)
Shareholder’s Equity, June 30, 2010	100	$	1	$	83,664		$	—		$	—		$	83,665

The accompanying notes are an integral part of these statements.

F-131

WCK-L HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30,

(Unaudited)

	2010			2009
Cash flows from operating activities
Net Income	$	306,682		$	256,982
Realized Losses (Gains) on Marketable Securities		—			574
Changes in assets and liabilities
Decrease in dividend receivable		23,993			36,754
Decrease in interest receivable		—			2,897
Increase (Decrease) in accrued income tax		(3,830	)		2,013
Net cash provided by operating activities		326,845			299,220
Cash flows from investing activities
Purchases of marketable securities		—			(820,217	)
Proceeds from sale of marketable securities		—			902,923
Net cash provided by investing activities		—			82,706
Cash flows from financing activities
Distributions to Shareholder		(325,000	)		(400,000	)
Net cash used in financing activities		(325,000	)		(400,000	)
Increase (decrease) in cash		1,845			(18,074	)
Cash at beginning of year		84,492			75,562
Cash at end of period	$	86,337		$	57,488
Supplemental disclosure of cash flow information
Cash paid during the year for income tax	$	12,615		$	8,485

The accompanying notes are an integral part of these statements.

F-132

WCK-L HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2010 AND 2009

NOTE A—GENERAL

In the opinion of management, the accompanying unaudited financial statements of WCK-L Holdings, Inc. (the “Company”) include all normal and recurring adjustments necessary for a fair presentation of our financial position as of June 30, 2010 and December 31, 2009, and the results of our operations and our cash flows for the six months June 30, 2010 and 2009, and are in accordance with United States generally accepted accounting principles (“GAAP”).

The results of operations for any interim period are not necessarily indicative of the results for the full year. The accompanying financial statements should be read in conjunction with the audited annual consolidated financial statements and the notes thereto for the years ended December 31, 2009 and 2008.

NOTE B—ORGANIZATION AND NATURE OF BUSINESS

The Company, a Delaware S-Corporation, was formed on November 8, 1990, for the purpose investing in and acting as a general partner for Liquid Container, LP (“LCLP”) and other general investing activities.

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all cash and short-term investments, excluding money market accounts that are embedded in marketable securities, with an original maturity of three months or less when purchased to be cash and cash equivalents.

Concentrations of Credit Risk

The Company maintains cash in bank deposit accounts which, at times, may exceed Federally insured limits. Accounts in the United States are insured by the Federal Deposit Insurance Corporation up to $250,000 as of June 30, 2010 and December 31, 2009. The uninsured balance aggregated to $-0- at June 30, 2010 and December 31, 2009, respectively. Cash is deposited with financial institutions that management believes are creditworthy. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash.

Investment Securities

The Company’s investment portfolio consists of investments in corporate and governmental agencies and municipal bonds. The Company has evaluated its investment portfolio and classified all investment securities as available-for-sale. Investments determined to be available-for sale are measured at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss). Gains and losses on the sale of such securities are determined using the specific identification method. The Company distributed in kind all of its investment securities in December 2009 to its sole shareholder.

Cost Method Investments

The Company has a 1.1255% investment in LCLP representing 10,000 units with an original cost of $94,200 that is accounted for using the cost method as the Company does not have significant influence and the investment is not marketable. Dividends received from LCLP that are distributed from net accumulated earnings of the investee are recorded as dividend income. Dividends received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions of cost of the investment. As of June 30, 2010 and December 31, 2009, the investment in LCLP is $-0-.

F-133

WCK-L HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010 AND 2009

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents. The carrying amounts of these financial instruments approximate their fair value due to the short-term maturities of these assets.

Other Comprehensive Income

Other comprehensive income is defined as the change in equity of a business enterprise from non-shareholder transactions impacting shareholder’s equity that are not included in the statements of income and are not reported as a separate component of equity. For the six months ended June 30, 2010 and 2009, accumulated other comprehensive income includes one component: the net change in unrealized gain (loss) on investment securities. Comprehensive income of $306,682 and $267,934 for the six months ended June 30, 2010 and 2009, respectively, includes net income and net change in unrealized gain (loss) on investment securities.

Statements of Cash Flows

For purposes of reporting the statement of cash flows, the Company includes all cash accounts, excluding the money market accounts embedded in marketable securities, which are not subject to withdrawal restrictions or penalties as cash on the accompanying balance sheets.

Income Taxes

The Company, with the consent of its stockholder, has elected to be taxed as an S Corporation under the Internal Revenue Code, pursuant to which the Company is not subject to federal or state income taxes. The income of the Company is allocated and taxed to its stockholder by inclusion in their respective individual income tax returns. Accordingly, the provision for income taxes, as presented in the accompanying statements of income, consists of entity level state taxes payable by S Corporations. Additionally, there are no deferred taxes provided for temporary differences between tax and financial reporting bases of assets and liabilities.

Accounting for Uncertainty in Income Taxes

In June 2006, the Financial Accounting Standards Board (“FASB”) clarified guidance on accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In addition, guidance was provided on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted this guidance on January 1, 2009. Previously, the Company recorded tax contingencies when amounts were estimable and probable to occur. Under the new guidance, the Company recognized the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. Due to the election of Subchapter S, the adoption of this guidance did not have a material impact on the Company’s financial statements. At June 30, 2010 and December 31, 2009 there were no liabilities for uncertain tax positions recorded on the accompanying balance sheets.

Contingencies

Certain conditions may exist which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss

F-134

WCK-L HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)—continued

JUNE 30, 2010 AND 2009

contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they arise from guarantees, in which case the guarantees would be disclosed.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

NOTE D—EQUITY

The Company is a Delaware S Corporation and was established on November 8, 1990. There are 1,000 shares of common stock authorized and 100 shares outstanding at a par value of $0.01 as of June 30, 2010 and December 31, 2009. Sales of shares are for cash.

Total distributions for the six months ended June 30, 2010, were $325,000, which were allocated $306,682 from retained earnings and $18,318 from additional paid-in capital. Distributions for the six months ended June 30, 2009, were $400,000.

NOTE E—RELATED PARTY TRANSACTIONS

The Company is an investor and general partner in LCLP. The Company has recorded dividend income from LCLP of $315,939 and $253,581 for the six months ended June 30, 2010 and 2009 respectively. At June 30, 2010 and December 31, 2009, the Company had $-0- and $23,993 respectively, of accrued dividend receivables from LCLP.

Accounting services are provided by a related party without charge.

NOTE F—SUBSEQUENT EVENTS

The Company evaluated subsequent events that have occurred after the balance sheet date through August 11, 2010, the date the financial statements were available to be issued. On August 9, 2010, Graham Packaging Company, Inc., through its subsidiary Graham Acquisition Corp. has entered into a purchase agreement with the Company and its partners to acquire the Company and its subsidiaries for total consideration of $568 million, subject to certain adjustments. The transaction is expected to close in 2010.

F-135

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Sole Director

CPG-L Holdings, Inc.

We have audited the accompanying balance sheets of CPG-L Holdings, Inc. (a Delaware S- corporation) (the “Company”) as of December 31, 2009 and 2008, and the related statements of income, changes in shareholder’s equity and cash flows for the years ended December 31, 2009, 2008 and 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America as established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CPG-L Holdings, Inc. as of December 31, 2009 and 2008, and the consolidated results of its operations and its cash flows for the years ended December 31, 2009, 2008 and 2007, in conformity with accounting principles generally accepted in the United States of America.

/s/ Grant Thornton LLP

Chicago, Illinois

July 30, 2010

F-136

CPG-L HOLDINGS, INC.

BALANCE SHEETS

DECEMBER 31,

	2009		2008
ASSETS
CURRENT ASSETS
Cash	$	69,247	$	1,831,302
Interest receivable		1		192
Dividend receivable		14,396		22,052
TOTAL ASSETS	$	83,644	$	1,853,546
LIABILITIES AND SHAREHOLDER’S EQUITY
LIABILITIES
Accrued taxes payable	$	3,009	$	3,223
SHAREHOLDER’S EQUITY
Common stock		1		1
Additional paid-in capital		49,564		66,519
Retained earnings		31,070		1,783,803
Total shareholder’s equity		80,635		1,850,323
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	$	83,644	$	1,853,546

The accompanying notes are an integral part of these statements.

F-137

CPG-L HOLDINGS, INC.

STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31,

	2009		2008		2007
Dividend Income	$	186,948	$	53,052	$	76,810
Interest Income		395		27,144		70,763
Total income		187,343		80,196		147,573
Operating Expenses
Bank fees		349		394		387
Other expense		1,104		812		777
Total operating expenses		1,453		1,206		1,164
Earnings before taxes		185,890		78,990		146,409
Income tax expense		5,578		5,974		4,763
NET INCOME	$	180,312	$	73,016	$	141,646

The accompanying notes are an integral part of these statements.

F-138

CPG-L HOLDINGS, INC.

STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY

THREE YEARS ENDED DECEMBER 31, 2009

	Common Stock			Additional paid-in capital			Retained Earnings			Total Equity
	Shares	Amount
Balance at January 1, 2007	100	$	1	$	66,519		$	1,569,141		$	1,635,661
Net income	—		—		—			141,646			141,646
Balance at December 31, 2007	100		1		66,519			1,710,787			1,777,307
Net income	—		—		—			73,016			73,016
Balance at December 31, 2008	100		1		66,519			1,783,803			1,850,323
Net income	—		—		—			180,312			180,312
Dividend to shareholder	—		—		(16,955	)		(1,933,045	)		(1,950,000	)
Balance at December 31, 2009	100	$	1	$	49,564		$	31,070		$	80,635

The accompanying notes are an integral part of these statements.

F-139

CPG-L HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31,

	2009			2008			2007
Cash flows from operating activities
Net Income	$	180,312		$	73,016		$	141,646
Changes in assets and liabilities
Decrease (increase) in dividend receivable		7,656			(2,313	)		10,531
Decrease in interest receivable		191			5,182			422
(Decrease) increase in accrued income tax payable		(214	)		2,229			123
Net cash provided by operating activities		187,945			78,114			152,722
Cash flows from financing activities
Dividends		(1,950,000	)		—			—
Net cash used in financing activities		(1,950,000	)		—			—
(Decrease) increase in cash		(1,762,055	)		78,114			152,722
Cash at beginning of year		1,831,302			1,753,188			1,600,466
Cash at end of year	$	69,247		$	1,831,302		$	1,753,188
Supplemental disclosure of cash flow information
Cash paid during the year for income tax	$	5,768		$	3,769		$	5,422

The accompanying notes are an integral part of these statements.

F-140

CPG-L HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009, 2008 AND 2007

NOTE A—ORGANIZATION AND NATURE OF BUSINESS

CPG-L Holdings, Inc. (the “Company”), a Delaware S-Corporation, was formed on November 8, 1990, for the purpose of investing in and acting as a general partner for Liquid Container, LP (“LCLP”).

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all cash and short-term investments, excluding money market accounts embedded in marketable securities, with an original maturity of three months or less when purchased to be cash and cash equivalents.

Concentrations of Credit Risk

The Company maintains cash in bank deposit accounts which, at times, may exceed Federally insured limits. Accounts in the United States are insured by the Federal Deposit Insurance Corporation up to $250,000 as of December 31, 2009 and 2008. The uninsured balance aggregated to approximately $-0- and $1,581,302 at December 31, 2009 and 2008, respectively. Cash is deposited with financial institutions that management believes are creditworthy. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents. The carrying amounts of these financial instruments approximate their fair value due to the short-term maturities of these assets.

Cost Method Investments

The Company has a 0.6753% investment in LCLP that is accounted for using the cost method as the Company does not have significant influence and the investment is not marketable. Dividends received from LCLP that are distributed from net accumulated earnings of LCLP are recorded as dividend income. Dividends received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions of cost of the investment. As of December 31, 2009 and 2008, the investment in LCLP is $-0-.

Statements of Cash Flows

For purposes of reporting the statement of cash flows, the Company includes all cash accounts, excluding money market accounts embedded in marketable securities, which are not subject to withdrawal restrictions or penalties as cash on the accompanying balance sheets.

Income Taxes

The Company, with the consent of its shareholder, has elected to be taxed as an S Corporation under the Internal Revenue Code, pursuant to which the Company is not subject to Federal income taxes. The income of the Company is allocated and taxed to its shareholder by inclusion in his respective individual income tax return. Accordingly, the provision for income taxes, as presented in the accompanying statements of income, consists of entity-level state taxes payable by S Corporations. Additionally, there are no deferred taxes provided for temporary differences between tax and financial reporting bases of assets and liabilities.

F-141

CPG-L HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009, 2008 AND 2007

Accounting for Uncertainty in Income Taxes

In June 2006, the Financial Accounting Standards Board (“FASB”) clarified guidance on accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In addition, guidance was provided on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted this guidance on January 1, 2009. Previously, the Company recorded tax contingencies when amounts were estimable and probable to occur. Under the new guidance, the Company recognized the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. Due to the election of Subchapter S status, the adoption of this guidance did not have a material impact on the Company’s financial statements. At December 31, 2009, there was no liability for uncertain tax positions recorded on the accompanying balance sheet.

Contingencies

Certain conditions may exist that may result in a loss to the Company but that will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they arise from guarantees, in which case the guarantees would be disclosed.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

NOTE C—EQUITY

The Company is a Delaware S Corporation and was established on November 8, 1990. There are 1,000 shares of common stock authorized and 100 shares outstanding at a par value of $0.01 as of December 31, 2009 and 2008. Sales of shares are for cash.

Total distributions for the year ended December 31, 2009, were $1,950,000, which were allocated $1,933,045 from retained earnings and $16,955 from additional paid-in capital. Distributions for the years ended December 31, 2008 and 2007, were $-0-.

F-142

CPG-L HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (continued)

DECEMBER 31, 2009, 2008 AND 2007

NOTE D—RELATED PARTIES

The Company is an investor and general partner in LCLP. The Company has recorded dividend income from LCLP of $186,948, $53,052 and $76,810 for the years ended December 31, 2009, 2008 and 2007, respectively. At December 31, 2009 and 2008, the Company had accrued dividend receivables from LCLP of $14,396 and $22,052, respectively.

Accounting services are provided by a related party without charge.

NOTE E—SUBSEQUENT EVENTS

The Company evaluated its December 31, 2009 financial statements for subsequent events through July 30, 2010, the date the financial statements were available to be issued, and noted no events or transactions that would require adjustments and/or additional disclosure in the Company’s financial statements.

F-143

CPG-L HOLDINGS, INC.

BALANCE SHEETS

(Unaudited)

	As of June 30, 2010		As of December 31, 2009
ASSETS
CURRENT ASSETS
Cash	$	36,367	$	69,247
Interest Receivable		—		1
Dividend Receivable		—		14,396
TOTAL ASSETS	$	36,367	$	83,644
LIABILITIES AND SHAREHOLDER’S EQUITY
Accrued Taxes Payable and other	$	1,509	$	3,009
SHAREHOLDER’S EQUITY
Common Stock		1		1
Additional Paid-in Capital		34,857		49,564
Retained Earnings		—		31,070
TOTAL EQUITY		34,858		80,635
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	$	36,367	$	83,644

The accompanying notes are an integral part of these statements.

F-144

CPG-L HOLDINGS, INC.

STATEMENTS OF INCOME

(Unaudited)

	For the Six Months Ended June 30,
	2010		2009
Dividend Income	$	188,786	$	151,726
Interest Income		4		383
Total income		188,790		152,109
Operating Expenses
Bank fees		190		163
Other Expense		—		1,004
Total operating expenses		190		1,167
Earnings before taxes		188,600		150,942
Income tax expense		4,377		1,700
NET INCOME		184,223		149,242

The accompanying notes are an integral part of these statements.

F-145

CPG-L HOLDINGS, INC.

STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY

(Unaudited)

FOR THE SIX MONTHS ENDING JUNE 30, 2009 AND 2010

	Common Stock				Additional Paid-in Capital			Retained Earnings			Total Equity
	Shares		Amount
Balance at December 31, 2008		100	$	1	$	66,519		$	1,783,803		$	1,850,323
Net Income		—		—		—			149,242			149,242
Dividend to Shareholder		—		—		(16,955	)		(1,933,045	)		(1,950,000	)
Balance at June 30, 2009	$	100	$	1	$	49,564		$	—		$	49,565
Balance at December 31, 2009		100	$	1	$	49,564		$	31,070		$	80,635
Net Income		—		—		—			184,223			184,223
Dividend to Shareholder		—		—		(14,707	)		(215,293	)		(230,000	)
Balance at June 30, 2010	$	100	$	1	$	34,857		$	—		$	34,858

The accompanying notes are an integral part of these statements.

F-146

CPG-L HOLDINGS, INC.

STATEMENTS OF CASH FLOWS (Unaudited)

	For the Six Months Ended June 30,
	2010			2009
Cash flows from operating activities
Net Income	$	184,223		$	149,242
Changes in assets and liabilities
Decrease in Dividend Receivable		14,396			22,052
Decrease in Interest Receivable		1			191
Decrease in Accrued taxes Payable and Other		(1,501	)		(1,494	)
Net cash provided by operating activities		197,119			169,991
Cash flows from financing activities
Dividends		(230,000	)		(1,950,000	)
Net cash used in financing activities		(230,000	)		(1,950,000	)
Decrease in cash		(32,881	)		(1,780,009	)
Cash at beginning of year		69,247			1,831,302
Cash at end of period	$	36,366		$	51,293
Supplemental disclosure of cash flow information
Cash paid during the period for income taxes	$	5,877		$	3,194

The accompanying notes are an integral part of these statements.

F-147

CPG-L HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE A—GENERAL

In the opinion of management, the accompanying unaudited financial statements of CPG-L Holdings, Inc. (the “Company”) include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position as of June 30, 2010, and the results of operations and cash flows for the six months ended June 30, 2010 and 2009, and are in accordance with United States generally accepted accounting principles (“GAAP”).

The results of operations for any interim period are not necessarily indicative of the results for the full year. The accompanying financial statements should be read in conjunction with the audited annual consolidated financial statements and the notes thereto for the year ended December 31, 2009 and 2008.

NOTE B—ORGANIZATION AND NATURE OF BUSINESS

The Company, a Delaware S-Corporation, was formed on November 8, 1990, for the purpose investing in and acting as a general partner for Liquid Container, LP (“LCLP”).

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all cash and short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents.

Concentrations of Credit Risk

The Company maintains cash in bank deposit accounts which, at times, may exceed Federally insured limits. Accounts in the United States are insured by the Federal Deposit Insurance Corporation up to $250,000 as of June 30, 2010 and December 31, 2009. The uninsured balance aggregated to $-0- at June 30, 2010 December 31, 2009, respectively. Cash is deposited with financial institutions that management believes are creditworthy. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash.

Fair Value Measurements

The Company’s financial statements consist of cash and accrued receivables. The Carrying amounts of these financial instruments approximate their fair value due to the short-term maturities of these assets.

Cost Method Investments

The Company has 0.6753% investment in LCLP that is accounted for under the cost method. The Company does not have significant influence and the investment is not marketable. Dividends received from LCLP that are distributed from net accumulated earnings of LCLP are recorded as dividend income. Dividends received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions of cost of the investment. As of June 30, 2010 and December 31, 2009, the investment in LCLP is $-0-.

Statements of Cash Flows

For purposes of reporting the statement of cash flows, the Company includes all cash accounts which are not subject to withdrawal restrictions or penalties as cash on the accompanying balance sheets.

F-148

CPG-L HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS—continued

Income Taxes

The Company, with the consent of its shareholder, has elected to be taxes as an S Corporation under the Internal Revenue Code, pursuant to which the Company is not subject to federal or state income taxes. The income of the Company is allocated and taxed to its shareholder by inclusion in his respective individual income tax return. Accordingly, the provision for income taxes, as presented in the accompanying statements of income, consists of entity-level state taxes payable by S Corporations. Additionally, there are no deferred taxes provided for temporary differences between tax and financial reporting bases of assets and liabilities.

Accounting for Uncertainty in Income Taxes

In June 2006, the Financial Accounting Standards Board (“FASB”) clarified accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In addition, guidance was provided on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted the provisions for accounting for uncertain tax positions on January 1, 2009. Previously, the Company recorded tax contingencies when amounts were estimable and probable to occur. Under the new guidance, the Company recognized the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. Due to the election of Subchapter S, the adoption of this guidance did not have a material impact on the Company’s financial statements. At June 30, 2010 and December 31, 2009, there was no liability for uncertain tax positions recorded on the accompanying balance sheet.

Contingencies

Certain conditions may exist which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they arise from guarantees, in which case the guarantees would be disclosed.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

F-149

CPG-L HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS—continued

NOTE D—EQUITY

The Company is a Delaware S Corporation and was established on November 8, 1990. There are 1,000 shares of common stock authorized and 100 shares outstanding at a par value of $0.01 as of June 30, 2010 and December 31, 2009. Total distributions for the six months ended June 30, 2010 and 2009 was $230,000 and $1,950,000, respectively, which was allocated as $215,293 from retained earnings and $14,707 from additional paid-in capital for the six months ended June 30, 2010 and $1,933,045 from retained earnings and $16,955 from additional paid-in capital for the six months ended June 30, 2009.

NOTE E—RELATED PARTY TRANSACTIONS

The Company is an investor and general partner in LCLP. The Company has recorded dividend income from LCLP of $188,786 and $151,726 for the six months ended June 30, 2010 and 2009, respectively. At June 30, 2010 the Company had no accrued dividend receivables from LCLP.

Accounting services are provided by a related party without charge.

NOTE F—SUBSEQUENT EVENTS

The Company evaluated its June 30, 2010 financial statements for subsequent events that have occurred after the balance sheet date through August 11, 2010, the date the financial statements were available to be issued. On August 9, 2010, Graham Packaging Company, Inc., through its subsidiary Graham Acquisition Corp. has entered into a purchase agreement with the Company and its partners to acquire the Company and its subsidiaries for total consideration of $568 million, subject to certain adjustments. The transaction is expected to close in 2010.

F-150

Graham Packaging Company, L.P.

GPC Capital Corp. I

Offers to Exchange

$253,378,000 aggregate principal amount of its 8 ¹/4% Senior Notes due 2017, which have been registered under the Securities Act of 1933, for any and all of its outstanding unregistered 8 ¹/4% Senior Notes due 2017 that were issued in a private offering on November 24, 2009, and $250,000,000 aggregate principal amount of its 8 ¹/4% Senior Notes due 2018, which have been registered under the Securities Act of 1933, for any and all of its outstanding unregistered 8 ¹/4% Senior Notes due 2018 that were issued in a private offering on September 23, 2010.

Until the date that is 90 days from the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

(a) Graham Packaging Company, L.P. and Graham Packaging LC, L.P. are limited partnerships formed under the laws of Delaware.

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

In accordance with this provision, the Amended and Restated Agreement of Limited Partnership of Graham Packaging Company, L.P. provides that neither the general partner nor any affiliate of the general partner nor any of their respective partners, shareholders, officers, directors, employees or agents shall be liable, in damages or otherwise, to the partnership or to any partner for any breach of such person’s duty of loyalty to the partnership or the partners or for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (in the case of the general partner only) any breach by the general partner of any of the material terms and provisions of the Amended and Restated Agreement of Limited Partnership. The partnership shall indemnify, defend and hold harmless, to the fullest extent not prohibited by law, the general partner and each of its affiliates and their respective partners, shareholders, officers, directors, employees and agents, from and against any claim, loss or liability of any nature whatsoever (including attorneys’ fees) arising out of or in connection with the assets or business of the partnership, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted intentional misconduct or a knowing violation of law by such person or (in the case of the general partner only) a breach by the general partner of any of the material terms and provisions of the Amended and Restated Agreement of Limited Partnership.

The Fourth Amended and Restated Agreement of Limited Partnership of Graham Packaging LC, L.P. provides that no general partner (and no successor or assignee of a general partner), and no director, officer, employee or agent of the Partnership shall be liable to the Partnership or any other Partner for any expenses, damages or losses arising out of the performance of its or his duties for the Partnership other than those expenses, damages or losses directly attributable to such entity’s or person’s not acting in good faith and in a manner that he or it reasonably believed to be in or not opposed to the best interests of the Partnership. The Fourth Amended and Restated Agreement of Limited Partnership of Graham Packaging LC, L.P. also provides that the partnership shall indemnify any person or entity who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the partnership or the partners generally) by reason of the fact that he or it is or was a general partner (or successor or assignee of a general partner), director, officers, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or it in connection with such action, suit or proceeding if (A) such person or entity acted in good faith and in a manner that he or it reasonably believed to be in or not opposed to the best interests of the Partnership, and (B) with respect to any criminal action or proceeding, had no reasonable cause to believe his or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person or entity did not act in good faith and in a manner which he or it reasonably believed to be in or not opposed to the best interest of the Partnership, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or its conduct was unlawful. The partnership may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the partnership or the partners generally to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the partnership or a general partner (or a successor or assignee of a general partner), or is or was serving at the request of the partnership as a

II-1

director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the partnership and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the partnership unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent that a general partner (or successor or assignee of a general partner), director, officer, employee or agent of the partnership or a general partner (or successor or assignee of a general partner) has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, he or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or it in connection therewith. Any indemnification shall be made by the partnership only as authorized in the specific case upon a determination that indemnification of the general partner (or successor or assignee of the general partner), director, officer, employee or agent is proper in the circumstances because he or it has met the applicable standard of conduct. Such determination shall be made (A) by the managing general partner, or (B) if the managing general partner so directs, or, if the managing general partner is a party to such action, suit or proceeding, by independent legal counsel in a written opinion.

(b) GPC Capital Corp. I, Graham Packaging Acquisition Corp., Graham Packaging Plastic Products Inc., Graham Packaging PET Technologies Inc., Graham Packaging Regioplast STS Inc., Graham Packaging International Plastic Products Inc., CPG-L Holdings, Inc., Liquid Container Inc., Graham Packaging PX Holding Corporation and WCK-L Holdings, Inc. are incorporated under the laws of Delaware.

Section 145 of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he or she acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

In accordance with these provisions, the Certificate of Incorporation of GPC Capital Corp. I provides that a director of the corporation shall have no personal liability to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent that Section 102(b)(7) (or any successor provision) of the DGCL, as amended from time to time, expressly provides that the liability of a director may not be eliminated or limited. The By-Laws of GPC Capital Corp. I provide that, to the fullest extent permitted by the DGCL, the corporation shall indemnify any current or former director or officer of the corporation and may, at the discretion of the board of directors, indemnify any current or former employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the corporation or otherwise, to which he or she was or is a party or is threatened to be made a party by reason

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of his current or former position with the corporation or by reason of the fact that he or she is or was serving, at the request of the corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

The Certificate of Incorporation of Graham Packaging Acquisition Corp. provides that no director shall be personally liable to the company or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except pursuant to the exceptions listed in Section 102(b)(7) of the DGCL. The By-Laws of Graham Packaging Acquisition Corp. provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful. In addition, the By-Laws provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

The Restated Certificate of Incorporation of Graham Packaging Plastic Products Inc. provides that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding to the full extent now or hereafter permitted by the DGCL. The By-Laws of Graham Packaging Plastic Products Inc. provide that the corporation shall indemnify every person who was or is a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer or employee of the corporation or, while a director, officer or employee of the corporation, is or was serving at the request of the corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

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The Amended and Restated Certificate of Incorporation of Graham Packaging PET Technologies Inc. provides that a director or officer of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except to the extent that such exemption from liability or limitation thereof is not permitted under the DGCL as currently in effect or as the same may hereafter be amended. The Amended and Restated By-Laws of Graham Packaging PET Technologies Inc. provide that the corporation shall indemnify every person who was or is a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer or employee of the corporation or, while a director, officer or employee of the corporation, is or was serving at the request of the corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

The Certificate of Incorporation of Graham Packaging Regioplast STS Inc. provides that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except pursuant to the exceptions listed in Section 102(b)(7) of the DGCL. The By-Laws of Graham Packaging Regioplast STS Inc. provide that the corporation shall indemnify every person who was or is a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer or employee of the corporation or, while a director, officer or employee of the corporation, is or was serving at the request of the corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

The Certificate of Incorporation of Graham Packaging International Plastic Products Inc. provides that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except pursuant to the exceptions listed in Section 102(b)(7) of the DGCL. The By-Laws of Graham Packaging International Plastic Products Inc. provide that the corporation shall indemnify every person who was or is a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer or employee of the corporation or, while a director, officer or employee of the corporation, is or was serving at the request of the corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

The Certificate of Incorporation of CPG-L Holdings, Inc. provides that the corporation shall indemnify, and advance expenses to each director, officer or employee of the corporation, and each person who is or was serving at the request of the corporation as a director, officer, trustee, employee or agent of the corporation, partnership, joint venture, trust, or other enterprise, in the manner and to the fullest extent provided in Section 145 of the Delaware General Corporation Law or any successor statute. The Certificate of Incorporation of CPG-L, Holdings, Inc. also provides that no director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or any successor provision, or (iv) for any transaction from which the director derived an improper personal benefit. The By-Laws of CPG-L Holdings, Inc. provide that the corporation shall indemnify (a) any person who was a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by

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reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (b) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any such action, suit or proceeding, in each case to the fullest extent permissible under Section 145 of the Delaware General Corporation law, as amended from time to time, or the indemnification provisions of any successor statute.

The Certificate of Incorporation of Liquid Container Inc. provides that the corporation shall indemnify, and advance expenses to each director, officer or employee of the corporation, and each person who is or was serving at the request of the corporation as a director, officer, trustee, employee or agent of the corporation, partnership, joint venture, trust, or other enterprise, in the manner and to the fullest extent provided in Section 145 of the Delaware General Corporation Law or any successor statute. The Certificate of Incorporation of Liquid Container Inc. also provides that no director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or any successor provision, or (iv) for any transaction from which the director derived an improper personal benefit. The By-Laws of Liquid Container Inc. provide that the corporation shall indemnify (a) any person who was a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (b) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any such action, suit or proceeding, in each case to the fullest extent permissible under Section 145 of the Delaware General Corporation law, as amended from time to time, or the indemnification provisions of any successor statute.

The Certificate of Incorporation of WCK-L Holdings, Inc. provides that the corporation shall indemnify, and advance expenses to each director, officer or employee of the corporation, and each person who is or was serving at the request of the corporation as a director, officer, trustee, employee or agent of the corporation, partnership, joint venture, trust, or other enterprise, in the manner and to the fullest extent provided in Section 145 of the Delaware General Corporation Law or any successor statute. The Certificate of Incorporation of WCK-L Holdings, Inc. also provides that no director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or any successor provision, or (iv) for any transaction from which the director derived an improper personal benefit. The By-Laws of WCK-L Holdings, Inc. provide that the

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corporation shall indemnify (a) any person who was a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (b) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any such action, suit or proceeding, in each case to the fullest extent permissible under Section 145 of the Delaware General Corporation law, as amended from time to time, or the indemnification provisions of any successor statute.

The By-Laws of Graham Packaging PX Holding Corporation provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative proceeding, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists as of the date hereof or as may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide both prior to such amendment and as of the date hereof), against all expense, liability and loss (including attorneys’ fees, judgments, fines, BMA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer or trustee, and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors.

(c) GPC Sub GP LLC, Graham Packaging Latin America, LLC, Graham Packaging Leasing USA LLC, Graham Packaging Comerc USA LLC, Graham Packaging Controllers USA LLC, Graham Packaging Technological Specialties LLC, GPACSUB LLC, Graham Packaging GP Acquisition LLC and Graham Packaging LP Acquisition LLC are limited liability companies organized under the laws of Delaware.

Section 18-108 of the Delaware Limited Liability Company Act (the “DLLCA”) empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.

In accordance with this provision, the limited liability company agreements for GPC Sub GP LLC and GPACSUB LLC do not indemnify any member from and against any claims and demands.

The Operating Agreement of Graham Packaging Latin America, LLC provides that the company shall indemnify each member from and against any damage, liability, loss, cost or deficiency (including, but not

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limited to, reasonable attorneys’ fees) which each such member pays or becomes obligated to pay on account of the imposition upon or assessment against such member of any obligation or liability of the company. The foregoing obligation of the company shall be satisfied only out of the assets of the company and under no circumstances shall any recourse be available against any member or the assets of any member with respect thereto.

The By-Laws of each of Graham Packaging Leasing USA LLC, Graham Packaging Comerc USA LLC, Graham Packaging Controllers USA LLC and Graham Packaging Technological Specialties LLC provide that the members of each company shall not have any liability for the debts, obligations or liabilities of such company except to the extent provided by the DLLCA.

(d) Graham Packaging Holdings Company, Graham Packaging Poland, L.P. and Graham Recycling Company, L.P. are limited partnerships formed under the laws the Commonwealth of Pennsylvania. Graham Packaging France Partners is a general partnership formed under the laws of the Commonwealth of Pennsylvania.

Section 8510 of the Pennsylvania Revised Uniform Limited Partnership Act empowers a Pennsylvania limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever, subject to such standards and restrictions, if any, set forth in the partnership agreement. Indemnification shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

The Agreement of Limited Partnership of Graham Packaging Poland, L.P. provides that neither the general partner nor any affiliate of the general partner nor any of their respective partners, shareholders, officers, directors, employees or agents shall be liable, in damages or otherwise, to the partnership or to the limited partner for any act or omission on its or his part, except for (i) any act or omission resulting from its or his own willful misconduct or bad faith, (ii) any breach by the general partner of its obligations as a fiduciary of the partnership or (iii) any breach by the general partner of any of the terms and provisions of the Agreement of Limited Partnership. The partnership shall indemnify, defend and hold harmless, to the fullest extent permitted by law, the general partner and each of its affiliates and their respective partners, shareholders, officers, directors, employees and agents, from and against any claim or liability of any nature whatsoever arising out of or in connection with the assets or business of the partnership, except where attributable to the willful misconduct or bad faith of such individual or entity or where relating to a breach by the general partner of its obligations as a fiduciary of the partnership or to a breach by the general partner of any of the terms and provisions of the Agreement of Limited Partnership.

The Amended and Restated Agreement of Limited Partnership of Graham Recycling Company, L.P. provides that neither the general partner nor any affiliate of the general partner nor any of their respective partners, shareholders, officers, directors, employees or agents shall be liable, in damages or otherwise, to the partnership or to the limited partner for any act or omission on its or his part, except for (i) any act or omission resulting from its or his own willful misconduct or bad faith, (ii) any breach by the general partner of its obligations as a fiduciary of the partnership or (iii) any breach by the general partner of any of the terms and provisions of the Amended and Restated Agreement of Limited Partnership. The partnership shall indemnify, defend and hold harmless, to the fullest extent permitted by law, the general partner and each of its affiliates and their respective partners, shareholders, officers, directors, employees and agents, from and against any claim or liability of any nature whatsoever arising out of or in connection with the assets or business of the partnership, except where attributable to the willful misconduct or bad faith of such individual or entity or where relating to a breach by the general partner of its obligations as a fiduciary of the partnership or to a breach by the general partner of any of the terms and provisions of the Amended and Restated Agreement of Limited Partnership.

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The Agreement of Partnership of Graham Packaging France Partners provides that the partnership (from assets of the partnership and not from the individual partners or their assets) shall indemnify each partner from and against any damage, liability, loss, cost or deficiency (including, but not limited to, reasonable attorneys’ fees) which each such partner pays or becomes obligated to pay on account of the imposition upon or assessment against such partner of any obligation or liability of the partnership.

(e) Graham Packaging West Jordan, LLC is a limited liability company organized under the laws of Utah.

Section 1802 of the Utah Revised Limited Liability Company Act (the “URLLCA”) provides that a company may indemnify an individual who was, is or is threatened to be made a named defendant or respondent in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, because the individual is or was a manager of a company or, while a manager of the company, is or was serving at its request as a manager, member, director, officer, partner, trustee, employee, fiduciary or agent of another company or other person or of an employee benefit plan, against any obligation incurred with respect to a proceeding, including any judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses (including attorneys’ fees), incurred in the proceeding if: (i) the conduct of the individual was in good faith; (ii) the individual reasonably believed that the individual’s conduct was in, or not opposed to, the best interests of the company; and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful. Section 1802 of the URLLCA further provides, however, that the company may not indemnify any person thereunder: (i) in connection with a proceeding by or in the right of the company in which the person was adjudged liable to the company; or (ii) in connection with any other proceeding charging that the individual derived an improper personal benefit, whether or not involving action in the individual’s official capacity, in which proceeding the individual was adjudged liable on the basis that the individual derived an improper personal benefit.

In accordance with this provision, the Operating Agreement of Graham Packaging West Jordan, LLC provides that the company shall indemnify each member from and against any damage, liability, loss, cost or deficiency (including, but not limited to, reasonable attorneys’ fees) which each such member pays or becomes obligated to pay on account of the imposition upon or assessment against such member of any obligation or liability of the company.

(f) Graham Packaging Minster LLC is a limited liability company organized under the laws of Ohio.

Section 1705.32 of the Ohio Revised Code provides, in part, that a limited liability company may indemnify or agree to indemnify any person who was or is a party, or who is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in the right of the company, because he or she is or was a manager, member, partner, officer, employee, or agent of the company or is or was serving at the request of the company as a manager, director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise. The company may indemnify or agree to indemnify a person in that position against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement that actually and reasonably were incurred by him or her in connection with the action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the company and, in connection with any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent does not create of itself a presumption that the person did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the company and, in connection with any criminal action or proceeding, a presumption that he or she had reasonable cause to believe that his conduct was unlawful.

In accordance with this provision, the Operating Agreement of Graham Packaging Minster LLC provides that the Company shall indemnify and hold harmless each member and officer and the affiliates of any member

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or officer against any and all losses, claims, damages, expenses and liabilities (including, but not limited to, any investigation, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any action, suit proceeding or claim) of any kind or nature whatsoever that such indemnified person may at any time become subject to or liable for by reason of the formation, operation or termination of the company, or the indemnified person’s acting as a member or officer under the Amended and Restated Operating Agreement, or the authorized actions of any such indemnified person in connection with the conduct of the affairs of the company (including, without limitation, indemnification against negligence, gross negligence or breach of duty); provided, however, that no indemnified person shall be entitled to indemnification if and to the extent that the liability otherwise to be indemnified for results from (i) any act or omission of the indemnified person that involves actual fraud or willful misconduct or (ii) any transaction from which the indemnified person derived improper personal benefit.

(g) Graham Packaging PX, LLC is a limited liability company organized under the laws of California.

Under Section 17155 of the California Limited Liability Company Act, except for a breach of duty as set forth in Section 17513 of the California Limited Liability Act, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity. A limited liability company shall have the power to purchase and maintain insurance on behalf of any manager, member, officer, employee or agent of the limited liability company against any liability asserted against or incurred by the person in that capacity or arising out of the person’s status as a manager, member, officer, employee or agent of the limited liability company.

(h) Graham Packaging PX Company is a general partnership formed under the laws of California

Section 16401 of the California Corporation Code states that a partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

The Partnership Agreement of Graham Packaging PX Company provides that the partners shall not be liable to the partnership or to any other partner for any acts performed within the scope of the authority conferred on them by the Partnership Agreement. It also provides that any liability of the Partnership shall first be satisfied out of the assets of the Partnership (including the proceeds of any insurance which the Partnership may recover and any capital contributors), and if such assets shall not be sufficient to satisfy such liability, such liability shall be borne by the partners.

(i) All Registrants.

Each of the registrants entered into indemnification agreements with each of its current directors and executive officers. These agreements require each registrant to indemnify these individuals to the fullest extent permitted under applicable law against liabilities that may arise by reason of their service to such registrant, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Each of the registrants has also obtained officers’ and directors’ liability insurance that insures against liabilities that such registrant’s officers and directors, in such capacities, may incur.

Item 21. Exhibits and Financial Statement Schedules.

The exhibit index attached hereto is incorporated herein by reference.

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(b) Financial Statement Schedules

SCHEDULE I

GRAHAM PACKAGING HOLDINGS COMPANY

REGISTRANT’S CONDENSED FINANCIAL STATEMENTS

(In thousands)

	December 31,
	2009			2008
BALANCE SHEETS
Assets:
Current assets	$	—		$	—
Other non-current assets		—			—
Total assets	$	—		$	—
Liabilities and partners’ capital (deficit):
Current liabilities	$	—		$	—
Investment in subsidiary		567,549			629,273
Net intercompany		187,089			187,089
Total liabilities		754,638			816,362
Partners’ capital (deficit)		(754,638	)		(816,362	)
Total liabilities and partners’ capital	$	—		$	—

	Year Ended December 31,
	2009		2008			2007
STATEMENTS OF OPERATIONS
Equity in earnings (loss) of subsidiaries	$	20,768	$	(57,795	)	$	(206,676	)
Net income (loss)	$	20,768	$	(57,795	)	$	(206,676	)

	Year Ended December 31,
	2009			2008			2007
STATEMENTS OF CASH FLOWS
Operating activities:
Net income (loss)	$	20,768		$	(57,795	)	$	(206,676	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in (earnings) loss of subsidiaries		(20,768	)		57,795			206,676
Net cash provided by operating activities		—			—			—
Increase in cash and cash equivalents		—			—			—
Cash and cash equivalents at beginning of period		—			—			—
Cash and cash equivalents at end of period	$	—		$	—		$	—
Supplemental cash flow information:
Cash paid for interest	$	—		$	—		$	—

See footnotes to consolidated financial statements of Graham Packaging Holdings Company.

II-10

SCHEDULE II

GRAHAM PACKAGING HOLDINGS COMPANY

VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

	Balance at Beginning of Year		Additions			Deductions		Balance at End of Year
Year ended December 31, 2009
Allowance for doubtful accounts	$	6,452	$	(226	)	$	3,793	$	2,433
Allowance for inventory losses		6,482		3,345			3,957		5,870
Year ended December 31, 2008
Allowance for doubtful accounts	$	5,734	$	1,298		$	580	$	6,452
Allowance for inventory losses		6,966		3,593			4,077		6,482
Year ended December 31, 2007
Allowance for doubtful accounts	$	6,299	$	—		$	565	$	5,734
Allowance for inventory losses		5,505		2,776			1,315		6,966

Item 22. Undertakings.

(a) Each of the undersigned registrants hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) that, for the purpose of determining liability under the Securities Act to any purchaser, if the registrants are subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a

II-11

registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

(5) that, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities:

Each of the undersigned registrants undertakes that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING COMPANY L.P.
By:	*
Name:		Mark S. Burgess
Title:		Chief Executive Officer of the registrant and Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer of the registrant and Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of the registrant	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer	October 4, 2010
* William E. Hennessey	Vice President, Corporate Controller, Treasurer and Assistant Secretary	October 4, 2010
* Chinh E. Chu	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of the registrant	October 4, 2010
* Angelo G. Acconcia	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of the registrant	October 4, 2010

II-13

Signature	Title	Date
* Vikrant Sawhney	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of the registrant	October 4, 2010
* Gary G. Michael	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of the registrant	October 4, 2010
* John R. Chiminski	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of the registrant	October 4, 2010
* Charles E. Kiernan	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GPC CAPITAL CORP. I
By:	*
Name:	Mark S. Burgess
Title:	President, Treasurer and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	President, Treasurer, Assistant Secretary and Director	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer	October 4, 2010
* William E. Hennessey	Vice President, Secretary and Assistant Treasurer	October 4, 2010
* Chinh E. Chu	Vice President and Director	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING HOLDINGS COMPANY
By:	*
Name:		Mark S. Burgess
Title:		Chief Executive Officer of the registrant and Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer of the registrant and Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of the registrant	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer	October 4, 2010
* William E. Hennessey	Vice President, Corporate Controller and Treasurer	October 4, 2010
* Chinh E. Chu	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of the registrant	October 4, 2010
* Vikrant Sawhney	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of the registrant	October 4, 2010
* Charles E. Kiernan	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of the registrant	October 4, 2010
* Angelo G. Acconcia	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of the registrant	October 4, 2010
* Gary G. Michael	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of the registrant	October 4, 2010
* John R. Chiminski	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GPC SUB GP LLC
By:	*
Name:		Mark S. Burgess
Title:		President and Chief Executive Officer of the registrant and Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	President and Chief Executive Officer of the registrant and Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of the registrant	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer and Secretary	October 4, 2010
* William E. Hennessey	Treasurer	October 4, 2010
* Chinh E. Chu	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of the registrant	October 4, 2010

II-17

Signature	Title	Date
* Angelo G. Acconcia	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of the registrant	October 4, 2010
* Vikrant Sawhney	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of the registrant	October 4, 2010
* Gary G. Michael	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of the registrant	October 4, 2010
* Charles E. Kiernan	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of the registrant	October 4, 2010
* John R. Chiminski	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING LATIN AMERICA, LLC
By:	*
Name:		Mark S. Burgess
Title:		President and Chief Executive Officer of the registrant and Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the managing member of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	President and Chief Executive Officer of the registrant and Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the managing member of the registrant	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer	October 4, 2010
* William E. Hennessey	Treasurer and Secretary	October 4, 2010
* Chinh E. Chu	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the managing member of the registrant	October 4, 2010

II-19

Signature	Title	Date
* Angelo G. Acconcia	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the managing member of the registrant	October 4, 2010
* Vikrant Sawhney	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the managing member of the registrant	October 4, 2010
* Gary G. Michael	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the managing member of the registrant	October 4, 2010
* Charles E. Kiernan	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the managing member of the registrant	October 4, 2010
* John R. Chiminski	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the managing member of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING POLAND, L.P.
By:	*
Name:		Mark S. Burgess
Title:		President and Chief Executive Officer of the registrant and Director of Graham Packaging Plastic Products Inc., the sole member of GPACSUB LLC, the general partner of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	President and Chief Executive Officer of the registrant and Director of Graham Packaging Plastic Products Inc., the sole member of GPACSUB LLC, the general partner of the registrant	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer and Secretary of the registrant and Director of Graham Packaging Plastic Products Inc., the sole member of GPACSUB LLC, the general partner of the registrant	October 4, 2010
* William E. Hennessey	Treasurer	October 4, 2010
* Thomas C. Hallowell	Director of Graham Packaging Plastic Products Inc., the sole member of GPACSUB LLC, the general partner of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM RECYCLING COMPANY, L.P.
By:	*
Name:		Mark S. Burgess
Title:		Chief Executive Officer of the registrant and Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC, the general partner of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer of the registrant and Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC, the general partner of the registrant	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer	October 4, 2010
* William E. Hennessey	Vice President and Treasurer	October 4, 2010
* Chinh E. Chu	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC, the general partner of the registrant	October 4, 2010

II-22

Signature	Title	Date
* Angelo G. Acconcia	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC, the general partner of the registrant	October 4, 2010
* Vikrant Sawhney	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC, the general partner of the registrant	October 4, 2010
* Gary G. Michael	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC, the general partner of the registrant	October 4, 2010
* Charles E. Kiernan	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC, the general partner of the registrant	October 4, 2010
* John R. Chiminski	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC, the general partner of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING FRANCE PARTNERS
By:	*
Name:		Mark S. Burgess
Title:		Chief Executive Officer of the registrant and Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC, the general partner of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer of the registrant and Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC, the general partner of the registrant	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer and Secretary	October 4, 2010
* William E. Hennessey	Treasurer	October 4, 2010
* Chinh E. Chu	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC, the general partner of the registrant	October 4, 2010

II-24

Signature	Title	Date
* Angelo G. Acconcia	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC, the general partner of the registrant	October 4, 2010
* Vikrant Sawhney	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC, the general partner of the registrant	October 4, 2010
* Gary G. Michael	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC, the general partner of the registrant	October 4, 2010
* Charles E. Kiernan	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC, the general partner of the registrant	October 4, 2010
* John R. Chiminski	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of GPC Sub GP LLC, the general partner of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING WEST JORDAN, LLC
By:	/s/    DAVID W. BULLOCK
Name:		David W. Bullock
Title:		Chief Financial Officer and Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the managing member of the registrant	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer and Secretary	October 4, 2010
* William E. Hennessey	Treasurer	October 4, 2010
* Thomas C. Hallowell	Vice President, Finance and Administration, Assistant Treasurer and Assistant Secretary	October 4, 2010
* Chinh E. Chu	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the managing member of the registrant	October 4, 2010
* Angelo G. Acconcia	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the managing member of the registrant	October 4, 2010

II-26

Signature	Title	Date
* Vikrant Sawhney	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the managing member of the registrant	October 4, 2010
* Gary G. Michael	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the managing member of the registrant	October 4, 2010
* Charles E. Kiernan	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the managing member of the registrant	October 4, 2010
* John R. Chiminski	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the managing member of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING ACQUISITION CORP.
By:	*
Name:		Mark S. Burgess
Title:		Chief Executive Officer, President and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer, President and Director	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer and Director	October 4, 2010
* William E. Hennessey	Vice President, Corporate Controller and Treasurer	October 4, 2010
* Thomas C. Hallowell	Vice President, Finance, Assistant Secretary, Assistant Treasurer and Director	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By:	*
Name:		Mark S. Burgess
Title:		Chief Executive Officer, President and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer, President and Director	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer and Director	October 4, 2010
* William E. Hennessey	Vice President, Corporate Controller and Treasurer	October 4, 2010
* Thomas C. Hallowell	Vice President, Finance, Operations and Director	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By:	*
Name:		Mark S. Burgess
Title:		Chief Executive Officer, President and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer, President and Director	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer and Director	October 4, 2010
* William E. Hennessey	Vice President, Corporate Controller and Treasurer	October 4, 2010
* Thomas C. Hallowell	Vice President, Finance, Operations and Director	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING REGIOPLAST STS INC.
By:	*
Name:		Mark S. Burgess
Title:		Chief Executive Officer, President and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer, President and Director	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer, Secretary and Director	October 4, 2010
* William E. Hennessey	Treasurer	October 4, 2010
* Thomas C. Hallowell	Vice President, Finance and Assistant Treasurer and Director	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING INTERNATIONAL PLASTIC PRODUCTS INC.
By:	*
Name:		Mark S. Burgess
Title:		Chief Executive Officer, President and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer, President and Director	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer and Director	October 4, 2010
* William E. Hennessey	Treasurer	October 4, 2010
* Thomas C. Hallowell	Vice President, Finance, Assistant Secretary, Assistant Treasurer and Director	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING LEASING USA LLC
By:	/S/ DAVID W. BULLOCK
Name:		David W. Bullock
Title:		Chief Financial Officer of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010
* William E. Hennessey	Treasurer	October 4, 2010
* Thomas C. Hallowell	Vice President and Secretary of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING COMERC USA LLC
By:	*
Name:		Mark S. Burgess
Title:		Chief Executive Officer and President of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer and President of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010
* William E. Hennessey	Treasurer	October 4, 2010
* Thomas C. Hallowell	Vice President and Secretary of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING CONTROLLERS USA LLC
By:	*
Name:		Mark S. Burgess
Title:		Chief Executive Officer and President of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer and President of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010
* William E. Hennessey	Treasurer	October 4, 2010
* Thomas C. Hallowell	Vice President and Secretary of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING TECHNOLOGICAL SPECIALTIES LLC
By:	*
Name:		Mark S. Burgess
Title:		Chief Executive Officer and President of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer and President of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010
* William E. Hennessey	Treasurer	October 4, 2010
* Thomas C. Hallowell	Vice President and Secretary of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING MINSTER LLC
By:	*
Name:		Mark S. Burgess
Title:		Chief Executive Officer of the registrant and Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer of the registrant and Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of the registrant	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer and Secretary	October 4, 2010
* William E. Hennessey	Treasurer	October 4, 2010
* Chinh E. Chu	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of the registrant	October 4, 2010
* Angelo G. Acconcia	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of the registrant	October 4, 2010

II-37

Signature	Title	Date
* Vikrant Sawhney	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of the registrant	October 4, 2010
* Gary G. Michael	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of the registrant	October 4, 2010
* Charles E. Kiernan	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of the registrant	October 4, 2010
* John R. Chiminski	Director of the sole member of BCP/Graham Holdings L.L.C., the general partner of Graham Packaging Holdings Company, the sole member of GPC Opco GP LLC, the general partner of Graham Packaging Company, L.P., the sole member of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GPACSUB LLC
By:	*
Name:		Mark S. Burgess
Title:		President and Chief Executive Officer of the registrant and Director of Graham Packaging Plastic Products Inc., the sole member of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	President and Chief Executive Officer of the registrant and Director of Graham Packaging Plastic Products Inc., the sole member of the registrant	October 4, 2010
/s/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer and Secretary of the registrant and Director of Graham Packaging Plastic Products Inc., the sole member of the registrant	October 4, 2010
* William E. Hennessey	Treasurer of the registrant and Director of Graham Packaging Plastic Products Inc., the sole member of the registrant	October 4, 2010
* Thomas C. Hallowell	Assistant Treasurer and Assistant Secretary of the registrant and Director of Graham Packaging Plastic Products Inc., the sole member of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING GP ACQUISITION LLC
By:	*
Name:	Mark S. Burgess
Title:	Chief Executive Officer of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010
/S/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010
* William E. Hennessey	Vice President, Corporate Controller and Treasurer	October 4, 2010
* Thomas C. Hallowell	Vice President, Finance, Assistant Treasurer and Assistant Secretary of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING LP ACQUISITION LLC
By:	*
Name:	Mark S. Burgess
Title:	Chief Executive Officer of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010
/S/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010
* William E. Hennessey	Vice President, Corporate Controller and Treasurer	October 4, 2010
* Thomas C. Hallowell	Vice President, Finance, Assistant Treasurer and Assistant Secretary of the registrant and Director of Graham Packaging PET Technologies Inc., the sole member of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

CPG-L HOLDINGS, INC.
By:	*
Name:	Mark S. Burgess
Title:	President, Chairman, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date

* Mark S. Burgess	President, Chairman, Chief Executive Officer and Director	October 4, 2010
/S/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer and Vice Chairman	October 4, 2010
* William E. Hennessey	Vice President, Corporate Controller and Treasurer	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

LIQUID CONTAINER INC.
By:	*
Name:	Mark S. Burgess
Title:	President, Chairman, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	President, Chairman, Chief Executive Officer and Director	October 4, 2010
/S/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer, Vice Chairman and Director	October 4, 2010
* Michael L. Korniczky	Chief Administrative Officer, General Counsel, Secretary, Vice Chairman and Director	October 4, 2010
* William E. Hennessey	Vice President, Corporate Controller, Treasurer and Director	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING LC, L.P.
By:	*
Name:	Mark S. Burgess
Title:	Chief Executive Officer of the registrant and Director of WCK-L Holdings, Inc., CPG-L Holdings, Inc. and Liquid Container Inc., the general partners of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer of the registrant and Director of WCK-L Holdings, Inc., CPG-L Holdings, Inc. and Liquid Container Inc., the general partners of the registrant	October 4, 2010
/S/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer of the registrant and Director of Liquid Container Inc., a general partner of the registrant	October 4, 2010
* Michael L. Korniczky	Chief Administrative Officer, General Counsel and Secretary of the registrant and Director of Liquid Container Inc., a general partner of the registrant	October 4, 2010
* William E. Hennessey	Vice President, Corporate Controller, Treasurer and Assistant Secretary of the registrant and Director of Liquid Container Inc., a general partner of the registrant	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING PX HOLDING CORPORATION
By:	*
Name:	Mark S. Burgess
Title:	President, Chairman, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	President, Chairman, Chief Executive Officer and Director	October 4, 2010
/S/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer, Vice Chairman and Director	October 4, 2010
* William E. Hennessey	Vice President, Corporate Controller and Treasurer	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING PX, LLC
By:	*
Name:	Mark S. Burgess
Title:	Chief Executive Officer of the registrant and Director of Graham Packaging PX Holding Corporation, the sole member of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer of the registrant and Director of Graham Packaging PX Holding Corporation, the sole member of the registrant	October 4, 2010
/S/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer of the registrant and Director of Graham Packaging PX Holding Corporation, the sole member of the registrant	October 4, 2010
* William E. Hennessey	Vice President, Corporate Controller and Treasurer	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

GRAHAM PACKAGING PX COMPANY
By:	*
Name:	Mark S. Burgess
Title:	Chief Executive Officer of the registrant and Director of Graham Packaging PX Holding Corporation, the partner of the registrant and the sole member of Graham Packaging PX, LLC, the partner of the registrant

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	Chief Executive Officer of the registrant and Director of Graham Packaging PX Holding Corporation, the partner of the registrant and the sole member of Graham Packaging PX, LLC, the partner of the registrant	October 4, 2010
/S/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer of the registrant and Director of Graham Packaging PX Holding Corporation, the partner of the registrant and the sole member of Graham Packaging PX, LLC, the partner of the registrant	October 4, 2010
* William E. Hennessey	Vice President, Corporate Controller, Treasurer and Assistant Secretary	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 4, 2010.

WCK-L Holdings, Inc.
By:	*
Name:	Mark S. Burgess
Title:	President, Chairman, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark S. Burgess	President, Chairman, Chief Executive Officer and Director	October 4, 2010
/S/    DAVID W. BULLOCK         David W. Bullock	Chief Financial Officer and Vice Chairman	October 4, 2010
* William E. Hennessey	Vice President, Corporate Controller and Treasurer	October 4, 2010

*By:	/s/    DAVID W. BULLOCK
	David W. Bullock
	Attorney-in-fact

II-48

EXHIBIT INDEX

The agreements and other documents filed as exhibits to this registration statement are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the registrants in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

Exhibit Number	Description of Exhibit
3.1	Certificate of Limited Partnership of Graham Packaging Company, L.P. (incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-4/A filed by Graham Packaging Holdings Company on July 13, 1998 (File No. 333-53603-03)).
3.2	Amended and Restated Agreement of Limited Partnership of Graham Packaging Company, L.P., dated as of February 2, 1998 (incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 26, 1998 (File No. 333-53603-03)).
3.3	Certificate of Incorporation of GPC Capital Corp. I (incorporated herein by reference to Exhibit 3.3 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 26, 1998 (File No. 333-53603-03)).
3.4	By-Laws of GPC Capital Corp. I (incorporated herein by reference to Exhibit 3.4 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 26, 1998 (File No. 333-53603-03)).
3.5	Amended and Restated Certificate of Limited Partnership of Graham Packaging Holdings Company (incorporated herein by reference to Exhibit 3.5 to the Registration Statement on Form S-4/A filed by Graham Packaging Holdings Company on July 13, 1998 (File No. 333-53603-03)).
3.6	Sixth Amended and Restated Agreement of Limited Partnership of Graham Packaging Holdings Company dated as of February 4, 2010 (incorporated herein by reference to Exhibit 10.36 to the Registration Statement on Form S-1/A filed by Graham Packaging Company Inc. on February 5, 2010 (File No. 333-163956)).
3.7	Certificate of Formation of GPC Sub GP LLC, dated as of January 5, 1998 and amended as of January 17, 2000 (incorporated herein by reference to Exhibit 3.11 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.8	Limited Liability Company Agreement of GPC Sub GP LLC, dated as of January 5, 1998 (incorporated herein by reference to Exhibit 3.12 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.9	Certificate of Formation of Graham Packaging Latin America, LLC, dated as of February 14, 1997 (incorporated herein by reference to Exhibit 3.13 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.10	Operating Agreement of Graham Packaging Latin America, LLC, dated as of February 14, 1997 (incorporated herein by reference to Exhibit 3.14 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.11	Amendment No. 1 to Operating Agreement of Graham Packaging Latin America, LLC, dated as of February 2, 1998 (incorporated herein by reference to Exhibit 3.11 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on July 2, 2010 (File No. 333-167976-18)).

1

Exhibit Number	Description of Exhibit
3.12	Amended and Restated Certificate of Limited Partnership of Graham Packaging Poland, L.P., dated as of February 2, 1998 (incorporated herein by reference to Exhibit 3.15 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.13	Agreement of Limited Partnership of Graham Packaging Poland, L.P., dated as of October 7, 1994 and amended as of February 2, 1998 (incorporated herein by reference to Exhibit 3.16 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.14	Amendment No. 2 to Agreement of Limited Partnership of Graham Packaging Poland, L.P., dated as of September 19, 2007 (incorporated herein by reference to Exhibit 3.14 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on July 2, 2010 (File No. 333-167976-18)).
3.15	Amended and Restated Certificate of Limited Partnership of Graham Recycling Company, L.P., dated as of February 2, 1998 (incorporated herein by reference to Exhibit 3.17 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.16	Amended and Restated Agreement of Limited Partnership of Graham Recycling Company, L.P., dated as of February 2, 1998 (incorporated herein by reference to Exhibit 3.18 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.17	Application for Registration of Fictitious Name for Graham Packaging France Partners, dated as of December 5, 1995 and amended as of August 29, 2001 (incorporated herein by reference to Exhibit 3.19 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.18	Agreement of Partnership of Graham Packaging France Partners, dated as of December 5, 1995 and amended as of February 2, 1998 (incorporated herein by reference to Exhibit 3.20 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.19	Amended and Restated Articles of Organization of Graham Packaging West Jordan, LLC, dated as of October 6, 2004 (incorporated herein by reference to Exhibit 3.21 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.20	Operating Agreement of Graham Packaging West Jordan, LLC, dated as of October 17, 2004 (incorporated herein by reference to Exhibit 3.22 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.21	Certificate of Incorporation of Graham Packaging Acquisition Corp., dated as of September 23, 2004 (incorporated herein by reference to Exhibit 3.23 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.22	By-Laws of Graham Packaging Acquisition Corp., dated as of September 23, 2004 (incorporated herein by reference to Exhibit 3.24 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.23	Certificate of Incorporation of Graham Packaging Plastic Products Inc. (f/k/a Owens-Brockway Plastic Products Inc.), dated as of January 28, 1970 and last amended as of October 12, 2004 (incorporated herein by reference to Exhibit 3.25 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.24	Amendment to the Restated Certificate of Incorporation of Graham Packaging Plastic Products Inc., dated as of May 5, 2005 (incorporated herein by reference to Exhibit 3.24 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on July 2, 2010 (File No. 333-167976-18)).

2

Exhibit Number	Description of Exhibit
3.25	By-Laws of Graham Packaging Plastic Products Inc. (f/k/a Owens-Brockway Plastic Products Inc.) (incorporated herein by reference to Exhibit 3.26 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.26	Amended and Restated Certificate of Incorporation of Graham Packaging PET Technologies Inc. (f/k/a Continental PET Technologies Inc.), dated as of March 31, 1994 and amended as of October 12, 2004 and May 5, 2005 (incorporated herein by reference to Exhibit 3.26 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on July 2, 2010 (File No. 333-167976-18)).
3.27	Amended and Restated By-Laws of Graham Packaging PET Technologies Inc. (f/k/a Continental PET Technologies Inc.), dated as of May 24, 2002 (incorporated herein by reference to Exhibit 3.28 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.28	Certificate of Incorporation of Graham Packaging Regioplast STS Inc. (f/k/a OI Regioplast STS Inc.), dated as of May 18, 1993 and amended as of October 12, 2004 (incorporated herein by reference to Exhibit 3.29 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.29	By-Laws of Graham Packaging Regioplast STS Inc. (f/k/a OI Regioplast STS Inc.) (incorporated herein by reference to Exhibit 3.30 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.30	Certificate of Incorporation of Graham Packaging International Plastic Products Inc. (f/k/a OI Venezuela Plastic Products Inc.), dated as of November 18, 1998 and amended as of October 12, 2004 (incorporated herein by reference to Exhibit 3.31 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.31	By-Laws of Graham Packaging International Plastic Products Inc. (f/k/a OI Venezuela Plastic Products Inc.) (incorporated herein by reference to Exhibit 3.32 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on May 24, 2005 (File No. 333-125173-02)).
3.32	Certificate of Formation of Graham Packaging Leasing USA LLC (f/k/a Graham Packaging Leasing USA Inc.), dated as of November 16, 2006 (incorporated herein by reference to Exhibit 3.32 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on July 2, 2010 (File No. 333-167976-18)).
3.33	Limited Liability Company Agreement of Graham Packaging Leasing USA LLC (f/k/a Graham Packaging Leasing USA Inc.), dated as of November 20, 2006 (incorporated herein by reference to Exhibit 3.33 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on July 2, 2010 (File No. 333-167976-18)).
3.34	Certificate of Formation of Graham Packaging Comerc USA LLC (f/k/a Graham Packaging Comerc USA Inc.), dated as of November 16, 2006 (incorporated herein by reference to Exhibit 3.34 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on July 2, 2010 (File No. 333-167976-18)).
3.35	Limited Liability Company Agreement of Graham Packaging Comerc USA LLC (f/k/a Graham Packaging Comerc USA Inc.), dated as of November 20, 2006 (incorporated herein by reference to Exhibit 3.35 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on July 2, 2010 (File No. 333-167976-18)).

3

Exhibit Number	Description of Exhibit
3.36	Certificate of Formation of Graham Packaging Controllers USA LLC (f/k/a Graham Packaging Controllers USA Inc.), dated as of November 16, 2006 (incorporated herein by reference to Exhibit 3.36 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on July 2, 2010 (File No. 333-167976-18)).
3.37	Limited Liability Company Agreement of Graham Packaging Controllers USA LLC (f/k/a Graham Packaging Controllers USA Inc.), dated as of November 20, 2006 (incorporated herein by reference to Exhibit 3.37 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on July 2, 2010 (File No. 333-167976-18)).
3.38	Certificate of Formation of Graham Packaging Technological Specialties LLC (f/k/a Graham Packaging Technological Specialties Inc.), dated as of November 16, 2006 (incorporated herein by reference to Exhibit 3.38 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on July 2, 2010 (File No. 333-167976-18)).
3.39	Limited Liability Company Agreement of Graham Packaging Technological Specialties LLC (f/k/a Graham Packaging Technological Specialties Inc.), dated as of November 20, 2006 (incorporated herein by reference to Exhibit 3.39 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on July 2, 2010 (File No. 333-167976-18)).
3.40	Articles of Organization of Graham Packaging Minster LLC, dated as of June 8, 2006 (incorporated herein by reference to Exhibit 3.40 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on July 2, 2010 (File No. 333-167976-18)).
3.41	Operating Agreement of Graham Packaging Minster LLC, dated as of June 8, 2006 (incorporated herein by reference to Exhibit 3.41 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on July 2, 2010 (File No. 333-167976-18)).
3.42	Certificate of Formation of GPACSUB LLC, dated as of August 28, 2007 (incorporated herein by reference to Exhibit 3.42 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on July 2, 2010 (File No. 333-167976-18)).
3.43	Limited Liability Company Agreement of GPACSUB LLC, dated as of September 27, 2007 (incorporated herein by reference to Exhibit 3.43 to the Registration Statement on Form S-4 filed by Graham Packaging Holdings Company on July 2, 2010 (File No. 333-167976-18)).
*3.44	Certificate of Incorporation of CPG-L Holdings, Inc.
*3.45	By-Laws of CPG-L Holdings, Inc.
*3.46	Certificate of Incorporation of Liquid Container Inc.
*3.47	Certificate of Amendment to Certificate of Incorporation of Liquid Container Inc.
*3.48	By-Laws of Liquid Container Inc.
*3.49	Certificate of Limited Partnership of Graham Packaging LC, L.P. (f/k/a Liquid Container L.P.).
*3.50	Certificate of Amendment to Certificate of Limited Partnership of Graham Packaging LC, L.P. (f/k/a Liquid Container L.P.).
*3.51	First Certificate of Amendment to Certificate of Limited Partnership of Graham Packaging LC, L.P. (f/k/a Liquid Container L.P.).
*3.52	Amendment to the Certificate of Limited Partnership of Graham Packaging LC, L.P. (f/k/a Liquid Container L.P.)
*3.53	Fourth Amended and Restated Agreement of Limited Partnership for Graham Packaging LC, L.P. (f/k/a Liquid Container L.P.).

4

Exhibit Number	Description of Exhibit
*3.54	Partnership Agreement of Graham Packaging PX Company (f/k/a Plaxicon Company).
*3.55	Form of First Amendment to Partnership Agreement of Graham Packaging PX Company (f/k/a Plaxicon Company).
*3.56	Second Amendment to Partnership Agreement of Graham Packaging PX Company (f/k/a Plaxicon Company).
*3.57	Third Amendment to Partnership Agreement of Graham Packaging PX Company (f/k/a Plaxicon Company).
*3.58	Fourth Amendment to Partnership Agreement of Graham Packaging PX Company (f/k/a Plaxicon Company).
*3.59	Certificate of Incorporation of Graham Packaging PX Holding Corporation (f/k/a Plaxicon Holding Corporation, f/k/a/ Vorwerk USA, Inc.).
*3.60	Certificate of Amendment of Certificate of Incorporation of Graham Packaging PX Holding Corporation (f/k/a Plaxicon Holding Corporation, f/k/a Vorwerk USA, Inc.).
*3.61	Certificate of Amendment of Certificate of Incorporation of Graham Packaging PX Holding Corporation (f/k/a Plaxicon Holding Corporation, f/k/a Vorwerk USA, Inc.).
*3.62	By-Laws of Graham Packaging PX Holding Corporation (f/k/a Plaxicon Holding Corporation, f/k/a/ Vorwerk USA, Inc.), as amended.
*3.63	Articles of Incorporation of Graham Packaging PX, LLC (f/k/a Plaxicon, LLC, f/k/a Plaxicon Inc.).
*3.64	Certificate of Amendment of Articles of Incorporation of Graham Packaging PX, LLC (f/k/a Plaxicon, LLC, f/k/a/ Plaxicon Inc.).
*3.65	Articles of Conversion of Graham Packaging PX, LLC (f/k/a Plaxicon, LLC, f/k/a Plaxicon Inc.).
*3.66	Certificate of Amendment to the Certificate of Formation of Graham Packaging PX, LLC (f/k/a Plaxicon, LLC, f/k/a Plaxicon Inc.).
*3.67	Single Member Operating Agreement of Graham Packaging PX, LLC (f/k/a Plaxicon, LLC, f/k/a Plaxicon Inc.).
*3.68	Certificate of Incorporation of WCK-L Holdings, Inc.
*3.69	By-Laws of WCK-L Holdings, Inc.
*3.70	Certificate of Formation of Graham Packaging GP Acquisition LLC.
*3.71	Limited Liability Company Agreement of Graham Packaging GP Acquisition LLC.
*3.72	Certificate of Formation of Graham Packaging LP Acquisition LLC.
*3.73	Limited Liability Company Agreement of Graham Packaging LP Acquisition LLC.
4.1	Indenture dated as of October 7, 2004, among Graham Packaging Company, L.P. and GPC Capital Corp. I and Graham Packaging Holdings Company, as guarantor, and The Bank of New York as Trustee, relating to the Senior Notes Due 2012 of Graham Packaging Company, L.P. and GPC Capital Corp. I, unconditionally guaranteed by Graham Packaging Holdings Company (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Graham Packaging Holdings Company on October 14, 2004 (File No. 333-53603-03)).
4.2	Indenture dated as of October 7, 2004, among Graham Packaging Company, L.P. and GPC Capital Corp. I and Graham Packaging Holdings Company, as guarantor, and The Bank of New York, as Trustee, relating to the Senior Subordinated Notes Due 2014 of Graham Packaging Company, L.P. and GPC Capital Corp. I, unconditionally guaranteed by Graham Packaging Holdings Company (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Graham Packaging Holdings Company on October 14, 2004 (File No. 333-53603-03)).

5

Exhibit Number	Description of Exhibit
4.3	Indenture, dated as of November 24, 2009, among Graham Packaging Company, L.P., GPC Capital Corp. I, the Guarantors named therein and the Bank of New York Mellon, as Trustee, relating to the Senior Notes Due 2017 of Graham Packaging Company, L.P. and GPC Capital Corp. I, unconditionally guaranteed by the Guarantors named therein (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Graham Packaging Holdings Company on November 24, 2009 (File No. 333-53603-03)).
4.4	Form of 8 1/2% Senior Note due 2012 (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Graham Packaging Holdings Company on October 14, 2004 (File No. 333-53603-03)).
4.5	Form of 9 7/8% Series Senior Subordinated Note due 2014 (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Graham Packaging Holdings Company on October 14, 2004 (File No. 333-53603-03)).
4.6	Form of 8 1/4% Senior Note due 2017 (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Graham Packaging Holdings Company on November 24, 2009 (File No. 333-53603-03)).
*4.7	Registration Rights Agreement among Graham Packaging Company, L.P. and GPC Capital Corp. I, as issuers, and Graham Packaging Holdings Company and the guarantors listed on the signature pages thereto, as guarantors, dated as of November 24, 2009.
4.8	Indenture, dated as of September 23, 2010, among Graham Packaging Company, L.P., GPC Capital Corp. I, the Guarantors named therein and the Bank of New York Mellon, as Trustee, relating to the Senior Notes Due 2018 of Graham Packaging Company, L.P. and GPC Capital Corp. I, unconditionally guaranteed by the Guarantors named therein (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Graham Packaging Holdings Company on September 29, 2010 (File No. 333-53603-03)).
4.9	Form of 8 1/4% Senior Note due 2018 (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Graham Packaging Holdings Company on September 29, 2010 (File No. 333-53603-03)).
*4.10	Registration Rights Agreement among Graham Packaging Company, L.P. and GPC Capital Corp. I, as issuers, and Graham Packaging Holdings Company and the guarantors listed on the signature pages thereto, as guarantors, dated as of September 23, 2010.
*4.11	Supplemental Indenture, dated as of July 30, 2010, among GPACSUB LLC, Graham Packaging Minster LLC, Graham Packaging Company, L.P., GPC Capital Corp. I, the guarantors party thereto, and The Bank of New York Mellon, as Trustee, relating to the 9 7/8% Senior Subordinated Notes due 2014.
*4.12	Supplemental Indenture, dated as of July 30, 2010, among GPACSUB LLC, Graham Packaging Minster LLC, Graham Packaging Company, L.P., GPC Capital Corp. I, the guarantors party thereto, and The Bank of New York Mellon, as Trustee, relating to the 8 1/4% Senior Notes due 2017.
*4.13	Supplemental Indenture, dated as of October 4, 2010, among Graham Packaging GP Acquisition LLC, Graham Packaging LP Acquisition LLC, CPG-L Holdings, Inc., Liquid Container Inc., Graham Packaging LC, L.P., Graham Packaging PX Holding Corporation, Graham Packaging PX, LLC, Graham Packaging PX Company, WCK-L Holdings, Inc., Graham Packaging Company, L.P., GPC Capital Corp. I, the guarantors party thereto, and The Bank of New York Mellon, as Trustee, relating to the 9 7/8% Senior Subordinated Notes due 2014.

6

Exhibit Number	Description of Exhibit
*4.14	Supplemental Indenture, dated as of October 4, 2010, among Graham Packaging GP Acquisition LLC, Graham Packaging LP Acquisition LLC, CPG-L Holdings, Inc., Liquid Container Inc., Graham Packaging LC, L.P., Graham Packaging PX Holding Corporation, Graham Packaging PX, LLC, Graham Packaging PX Company, WCK-L Holdings, Inc., Graham Packaging Company, L.P., GPC Capital Corp. I, the guarantors party thereto, and The Bank of New York Mellon, as Trustee, relating to the 8 1/4% Senior Notes due 2018.
*5.1	Opinion of Simpson Thacher & Bartlett LLP.
*5.2	Opinion of Frost Brown Todd LLC.
*5.3	Opinion of Blank Rome LLP (Pennsylvania Counsel).
*5.4	Opinion of Jones Waldo Holbrook & McDonough PC.
*5.5	Opinion of Blank Rome LLP (California Counsel).
10.1	First Lien Credit Agreement, dated as of October 7, 2004, among Graham Packaging Holdings Company, Graham Packaging Company, L.P., as the borrower, GPC Capital Corp. I, as the co- borrower, the lenders named therein, Deutsche Bank AG Cayman Islands Branch, as administrative agent and as collateral agent, Citigroup Global Markets Inc., as syndication agent, Goldman Sachs Credit Partners, L.P., General Electric Capital Corporation and Lehman Commercial Paper Inc., as co-documentation agents, and Lasalle Bank National Association and Manufacturers and Traders Trust Company, as senior managing agents (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Graham Packaging Holdings Company on October 14, 2004 (File No. 333-53603-03)).
10.2	First Amendment to Credit Agreement, dated as of December 9, 2005, among Graham Packaging Holdings Company, Graham Packaging Company, L.P., as the borrower, GPC Capital Corp. I, as the co-borrower, the lenders named therein, Citigroup Global Markets Inc., as syndication agent, Goldman Sachs Credit Partners, L.P., General Electric Capital Corporation and Lehman Commercial Paper Inc., as co-documentation agents, Deutsche Bank AG Cayman Islands Branch, as administrative agent and as collateral agent for the lenders, and LaSalle Bank National Association and Manufacturers and Traders Trust Company, as senior managing agents (incorporated herein by reference to Exhibit 10.21 to the Annual Report on Form 10-K filed by Graham Packaging Holdings Company on March 31, 2006 (File No. 333-53603-03)).
10.3	Second Amendment to Credit Agreement, dated as of April 18, 2006, among Graham Packaging Holdings Company, Graham Packaging Company, L.P., as the borrower, GPC Capital Corp. I, as the co-borrower, the lenders named therein, Citigroup Global Markets Inc., as syndication agent, Goldman Sachs Credit Partners, L.P., General Electric Capital Corporation and Lehman Commercial Paper Inc., as co-documentation agents, Deutsche Bank AG Cayman Islands Branch, as administrative agent and as collateral agent for the lenders, and LaSalle Bank National Association and Manufacturers and Traders Trust Company, as senior managing agents (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Graham Packaging Holdings Company on April 21, 2006 (File No. 333-53603-03)).
10.4	Third Amendment to Credit Agreement, dated as of March 30, 2007, among Graham Packaging Holdings Company, Graham Packaging Company, L.P., as the borrower, GPC Capital Corp. I, as the co-borrower, the lenders named therein, Citigroup Global Markets Inc., as syndication agent, Goldman Sachs Credit Partners, L.P., General Electric Capital Corporation and Lehman Commercial Paper Inc., as co-documentation agents, Deutsche Bank AG Cayman Islands Branch, as administrative agent and as collateral agent for the lenders, and LaSalle Bank National Association and Manufacturers and Traders Trust Company, as senior managing agents (incorporated herein by reference to Exhibit 10.25 to the Annual Report on Form 10-K filed by Graham Packaging Holdings Company on April 2, 2007 (File No. 333-53603-03)).

7

Exhibit Number	Description of Exhibit
10.5	Fourth Amendment to Credit Agreement, dated as of May 28, 2009, among Graham Packaging Holdings Company, Graham Packaging Company, L.P., as the borrower, GPC Capital Corp. I, as the co-borrower, the lenders named therein and Deutsche Bank AG Cayman Islands Branch, as administrative agent for the lenders (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Graham Packaging Holdings Company on May 29, 2009 (File No. 333-53603-03)).
10.6	Fifth Amendment to Credit Agreement, dated as of December 16, 2009, among Graham Packaging Holdings Company, Graham Packaging Company, L.P., as the borrower, GPC Capital Corp. I, as the co-borrower, the lenders named therein and Deutsche Bank AG Cayman Islands Branch, as administrative agent for the lenders (incorporated herein by reference to Exhibit 10.18 to the Registration Statement on Form S-1, filed by Graham Packaging Company Inc. on December 23, 2009 (File No. 333-163956)).
10.7	Exchange Agreement by and among Graham Packaging Company Inc., Graham Packaging Holdings Company, Graham Packaging Corporation and GPC Holdings, L.P., dated as of February 10, 2010 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Graham Packaging Company Inc. on February 17, 2010 (File No. 001-34621)).
10.8	Registration Rights Agreement by and among Graham Packaging Company Inc., Graham Packaging Holdings Company, Graham Packaging Corporation, GPC Holdings, L.P., Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital Partners III L.P., Blackstone Family Investment Partnership III L.P. and certain holders of the Company’s common stock, dated as of February 10, 2010 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Graham Packaging Company Inc. on February 17, 2010 (File No. 001-34621)).
10.9	Stockholders’ Agreement by and among Graham Packaging Company Inc., 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 10, 2010 (incorporated herein by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Graham Packaging Company Inc. on February 17, 2010 (File No. 001-34621)).
10.10	Income Tax Receivable Agreement between Graham Packaging Company Inc. and Blackstone Capital Partners III Merchant Banking Fund L.P., dated as of February 10, 2010 (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Graham Packaging Company Inc. on February 17, 2010 (File No. 001-34621)).
10.11	Income Tax Receivable Agreement between Graham Packaging Company Inc. and GPC Holdings, L.P., dated as of February 10, 2010 (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Graham Packaging Company Inc. on February 17, 2010 (File No. 001-34621)).
10.12	Amended and Restated Employment Agreement Between Graham Packaging Company Inc., Graham Packaging Holdings Company, Graham Packaging Company, L.P. and Mark S. Burgess, dated January 20, 2010 (incorporated herein by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by Graham Packaging Company Inc. on February 17, 2010 (File No. 001-34621)).
10.13	Option Agreement, dated as of June 17, 2009, between Graham Packaging Holdings Company and Mark S. Burgess (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Graham Packaging Holdings Company on June 19, 2009 (File No. 333-53603-03)).

8

Exhibit Number	Description of Exhibit
10.14	Employment Agreement, dated as of May 4, 2009, between Graham Packaging Holdings Company, Graham Packaging Company, L.P. and David Bullock (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Graham Packaging Holdings Company on May 4, 2009 (File No. 333-53603-03)).
10.15	Option Agreement (for performance-based “MOIC” options), dated as of May 4, 2009, between Graham Packaging Holdings Company and David Bullock (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by Graham Packaging Holdings Company on May 4, 2009 (File No. 333-53603-03)).
10.16	Option Agreement (for time-based options), dated as of May 4, 2009, between Graham Packaging Holdings Company and David Bullock (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Graham Packaging Holdings Company on May 4, 2009 (File No. 333-53603-03)).
10.17	Form of Amended and Restated Option Agreement (incorporated herein by reference to Exhibit 10.46 to Amendment No. 2 to the Registration Statement on Form S-1/A filed by Graham Packaging Company Inc. on January 22, 2010 (File No. 333-163956)).
10.18	Form of 2010 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.42 to the Registration Statement on Form S-1/A filed by Graham Packaging Company Inc. on January 15, 2010 (File No. 333-163956)).
10.19	Form of Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.43 to the Registration Statement on Form S-1/A filed by Graham Packaging Company Inc. on January 15, 2010 (File No. 333-163956)).
10.20	Form of IPO Transaction Bonus Agreement (incorporated herein by reference to Exhibit 10.44 to the Registration Statement on Form S-1/A filed by Graham Packaging Company Inc. filed on January 15, 2010 (File No. 333-163956)).
10.21	Form of Retention Bonus Agreement (incorporated herein by reference to Exhibit 10.45 to the Registration Statement on Form S-1/A filed by Graham Packaging Company Inc. filed on January 15, 2010 (File No. 333-163956)).
10.22	Graham Packaging Company Inc. Annual Incentive Plan (incorporated herein by reference to Exhibit 10.48 to the Registration Statement on Form S-1/A filed by Graham Packaging Company Inc. on January 22, 2010 (File No. 333-163956)).
10.23	Severance Letter with David Nachbar, dated February 9, 2010 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Graham Packaging Holdings Company on February 16, 2010 (File No. 333-53603-03)).
10.24	Sixth Amendment to Credit Agreement, dated as of September 23, 2010, among Graham Packaging Holdings Company, Graham Packaging Company, L.P., as the borrower, GPC Capital Corp. I, as the co-borrower, the lenders named therein and Deutsche Bank AG Cayman Islands Branch, as administrative agent for the lenders (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Graham Packaging Holdings Company on September 29, 2010 (File No. 333-53603-03)).
*12.1	Computation of Ratio of Earnings to Fixed Charges.
*21.1	List of Subsidiaries.
*23.1	Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1)
*23.2	Consent of Frost Brown Todd LLC (included in Exhibit 5.2)

9

Exhibit Number		Description of Exhibit
	*23.3	Consent of Blank Rome LLP (Pennsylvania Counsel) (included in Exhibit 5.3)
	*23.4	Consent of Jones Waldo Holbrook & McDonough PC (included in Exhibit 5.4)
	*23.5	Consent of Blank Rome LLP (California Counsel) (included in Exhibit 5.5)
	*23.6	Consent of Deloitte & Touche LLP
	*23.7	Consent of Grant Thornton LLP
	*24.1	Power of Attorney
	*25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon with respect to the Indenture governing the 8 1/4% Senior Notes due 2017 and the Indenture governing the 8 1/4% Senior Notes due 2018
	*99.1	Form of Letter of Transmittal
	*99.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	*99.3	Form of Letter to Clients
	*99.4	Form of Notice of Guaranteed Delivery

* Filed herewith.

10

EX-3.44

Exhibit 3.44

CERTIFICATE OF INCORPORATION

OF

CPG-L HOLDINGS, INC.

FIRST: The name of the corporation is: CPG-L HOLDINGS, INC.

SECOND: The address of its registered office in the State of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent 19901. The name of its registered agent at such address is The Prentice-Hall Corporation System, Inc.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General corporation Law of the State of Delaware as the same may be amended from time to time (“GCL”).

FOURTH: The total number of shares of all classes of stock which the corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value.

FIFTH: The name and mailing address of the incorporator is Victor A. Pollak, 10 South Wacker Drive, Suite 4000, Chicago, Illinois 60606.

SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

SEVENTH: The election of directors need not be by written ballot.

EIGHTH: The corporation shall indemnify, and advance expenses to, each director, officer, trustee, employee or agent of the corporation and each person who is or was serving at the request of the corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in the manner and to the fullest extent provided in Section 145 of the GCL as the same now exists or may hereafter be amended. No amendment to or repeal of this Article EIGHTH shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

NINTH: No director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL or any successor provision, or (iv) for any transaction from which the director derived an improper personal benefit.

THE UNDERSIGNED, being the incorporator hereinabove named, for the purposes of forming a corporation pursuant to the GCL, does hereunto set his hand and seal this 7th day of November, 1990.

/s/ Victor A. Pollak

Victor A. Pollak, Incorporator

EX-3.45

Exhibit 3.45

BY-LAWS

OF

CPG-L HOLDINGS, INC.

ARTICLE I

Offices

Section 1. The registered office shall be in the City of Dover, County of Kent, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Meetings of Stockholders

Section 1. All meetings of the stockholders shall be held at such place as may be fixed from time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders shall be held on the first Monday in March not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 a.m., or at such other date and time as shall be designated from

time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof, at which the stockholders shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

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Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president, and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all

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meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

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Section 10. Each stockholder shall, at every meeting of the stockholders, be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE III

Directors

Section 1. The number of directors which shall constitute the whole board shall be one (1). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by the sole remaining director, and each director so chosen shall hold office until his successor is elected and qualified, or until his earlier resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 3. The business of the corporation shall be managed by or under the direction of the board of directors which may exercise all such powers of the corporation and do all such lawful acts as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

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Meetings of the Board of Directors

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver of notice signed by all of the directors.

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Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on two (2) days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president in like manner and on like notice on the written request of two or more directors.

Section 8. At all meetings of the board a majority of the total number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all

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members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Compensation of Directors

Section 10. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

Notices

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the

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records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

Officers

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a chairman of the board, a vice-chairman of the board, a president, a vice-president, a secretary and a treasurer. The board of directors may elect additional vice-presidents and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

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Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation may be filled by the board of directors.

The Chairman of the Board

Section 6. The chairman of the board, if there be a chairman, shall preside at all meetings of the stockholders, of the board of directors and of the executive committee, if any, and he

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shall have such other powers and duties as the board of directors may from time to time prescribe. He may execute contracts in the name of the corporation. He may sign, with the secretary, assistant secretary, treasurer or assistant treasurer, certificates for shares of the corporation, and may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the board of directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed.

The Vice-Chairman of the Board

Section 7. In the absence of the chairman of the board, or in the event of his inability or refusal to act, the vice-chairman shall perform the duties of the chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the chairman. The vice-chairman shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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The President

Section 8. The president shall be the chief executive officer of the corporation and shall have the general direction of the affairs of the corporation except as otherwise prescribed by the board of directors. In the absence of the chairman of the board, he shall preside at all meetings of the stockholders, of the board of directors and of the executive committee, if any, and shall designate the acting secretary for such meetings to take the minutes thereof for delivery to the secretary. He may execute contracts in the name of the corporation and appoint and discharge agents and employees of the corporation. He may sign, with the secretary, assistant secretary, treasurer or assistant treasurer, certificates for shares of the corporation, and may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the board of directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; appoint and discharge agents and employees of the corporation, and in general, shall perform all duties incident to the office of president. The president shall be ex-officio a member of all committees.

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The Vice-Presidents

Section 9. In the absence of the president or in the event of his inability or refusal to act, the vice-president, if there be any, (or in the event there be more than one vice-president, the vice-presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

The Secretary and Assistant Secretary

Section 10. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all

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meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 11. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

The Treasurer and Assistant Treasurers

Section 12. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate

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accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 13. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 14. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 15. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined

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by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

Certificate of Stock

Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to

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represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Where a certificate is countersigned (i) by a transfer agent other than the corporation or its employee, or (ii) by a registrar other than the corporation or its employee, any of or all the signatures of the officers of the corporation may be a facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be an officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

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Lost Certificates

Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Transfers of Stock

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession,

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assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Fixing Record Date

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

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Registered Stockholders

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

Indemnification

Section 1. In General. The corporation shall indemnify (a) any person who was a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees)

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actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (b) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any such action, suit or proceeding, in each case to the fullest extent permissible under Section 145 of the Delaware General Corporation Law, as amended from time to time, or the indemnification provisions of any successor statute.

Section 2. No Diminution by Amendment of By-laws; Non-exclusive Effect. The foregoing provisions of this Article VII shall be deemed to be a contract between the corporation and each director and officer who serves in such capacity at any time while this by-law is in effect, any repeal or modification thereof shall not affect any rights or obligations then existing with respect to

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any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any director or officer may be entitled apart from the provisions of this Article VII. The board of directors in its discretion shall have power on behalf of the corporation to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate is or was an employee of the corporation.

ARTICLE VIII

Amendments

These by-laws may be altered, amended or repealed or new by-laws may be adopted by the board of directors at any regular meeting of the board of directors or at any special meeting of the board of directors.

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EX-3.46

Exhibit 3.46

CERTIFICATE OF INCORPORATION

OF

LIQUID CONTAINER INC.

FIRST: The name of the corporation is: LIQUID CONTAINER INC.

SECOND: The address of its registered office in the State of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent 19901. The name of its registered agent at such address is The Prentice-Hall Corporation System, Inc.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same may be amended from time to time (“GCL”).

FOURTH: The total number of shares of all classes of stock which the corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value.

FIFTH: The name and mailing address of the incorporator is Victor A. Pollak, 10 South Wacker Drive, Suite 4000, Chicago, Illinois 60606.

SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

SEVENTH: The election of directors need not be by written ballot.

EIGHTH: The corporation shall indemnify, and advance expenses to, each director, officer, trustee, employee or agent of the corporation and each person who is or was serving at the request of the corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in the manner and to the fullest extent provided in Section 145 of the GCL as the same now exists or may hereafter be amended. No amendment to or repeal of this Article EIGHTH shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

NINTH: No director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL or any successor provision, or (iv) for any transaction from which the director derived an improper personal benefit.

THE UNDERSIGNED, being the incorporator hereinabove named, for the purposes of forming a corporation pursuant to the GCL, does hereunto set his hand this 25th day of October, 1990.

/s/ Victor A. Pollak

Victor A. Pollak, Incorporator

EX-3.47

Exhibit 3.47

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

LIQUID CONTAINER INC.

LIQUID CONTAINER INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

1. ARTICLE FOURTH of the Certificate of Incorporation of the corporation is amended in read in its entirety as follows:

“FOURTH: The total number of shares of capital stock which the corporation shall be authorized to issue shall be 1,000 shares which shall be divided into the following classes: 20 shares of Class A Common Stock, par value $.01 per share (hereinafter sometimes referred to as the “Class A Common Stock”), and 980 shares of Class B Common Stock, par value $.01 per share (hereinafter sometimes referred to as the “Class B Common Stock”).

Each share of the Class A Common Stock shall entitle the holder thereof to one vote, In person or by proxy, at any and all meetings of stockholders of the corporation on all matters which may come before such meetings.

Shares of the Class B Common Stock shall not be entitled to vote, except as may be expressly required by law.

No class of capital stock of the corporation shall be entitled to vote as a class on any matter coming before any meeting of stockholders, except insofar as may expressly be required by law.

Except as set forth in the preceding paragraphs with respect to voting rights; the powers, preferences and rights, and the qualifications, limitations, and restrictions of the Class A Common Stock and the Class B Common Stock of the corporation shall be identical.”

2. The aforementioned amendment was duly adopted by the Board of Directors of the Corporation by unanimous written consent in accordance with the provisions of Section 141(1) of the General Corporation written consent of its stockholders in accordance with the provisions of Sections 228 and 242 of said law.

IN WITNESS WHEREOF, said Liquid Container Inc. has caused this Certificate to be signed by Wayne C. Kocourek, its Chairman, this 31st day of December, 1994.

LIQUID CONTAINER INC.

/s/ Wayne C. Kocourek

Wayne C. Kocourek, Chairman

EX-3.48

Exhibit 3.48

BY-LAWS

OF

LIQUID CONTAINER INC.

ARTICLE I

Offices

Section 1. The registered office shall be in the City of Dover, County of Kent, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Meetings of Stockholders

Section 1. All meetings of the stockholders shall be held at such place as may be fixed from time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders shall be held on the first Monday in March not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 a.m., or at such other date and time as shall be designated from

time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof, at which the stockholders shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 4. The officer who has charge of the stockledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

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Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president, and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all

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meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

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Section 10. Each stockholder shall, at every meeting of the stockholders, be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE III

Directors

Section 1. The number of directors which shall constitute the whole board shall be * four (4). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by the sole remaining director, and each director so chosen shall hold office until his successor is elected and qualified, or until his earlier resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 3. The business of the corporation shall be managed by or under the direction of the board of directors which may exercise all such powers of the corporation and do all such lawful acts as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

* Amended by Consent of Stockholders on January 1, 1995

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Meetings of the Board of Directors

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver of notice signed by all of the directors.

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Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on two (2) days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president in like manner and on like notice on the written request of two or more directors.

Section 8. At all meetings of the board a majority of the total number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all

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members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Compensation of Directors

Section 10. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

Notices

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the

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records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

Officers

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a chairman of the board, a vice-chairman of the board, a president, a vice-president, a secretary and a treasurer. The board of directors may elect additional vice-presidents and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

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Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation may be filled by the board of directors.

The Chairman of the Board

Section 6. The chairman of the board, if there be a chairman, shall preside at all meetings of the stockholders, of the board of directors and of the executive committee, if any, and he

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shall have such other powers and duties as the board of directors may from time to time prescribe. He may execute contracts in the name of the corporation. He may sign, with the secretary, assistant secretary, treasurer or assistant treasurer, certificates for shares of the corporation, and may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the board of directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed.

The Vice-Chairman of the Board

Section 7. In the absence of the chairman of the board, or in the event of his inability or refusal to act, the vice-chairman shall perform the duties of the chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the chairman. The vice-chairman shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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The President

Section 8. The president shall be the chief executive officer of the corporation and shall have the general direction of the affairs of the corporation except as otherwise prescribed by the board of directors. In the absence of the chairman of the board, he shall preside at all meetings of the stockholders, of the board of directors and of the executive committee, if any, and shall designate the acting secretary for such meetings to take the minutes thereof for delivery to the secretary. He may execute contracts in the name of the corporation and appoint and discharge agents and employees of the corporation. He may sign, with the secretary, assistant secretary, treasurer or assistant treasurer, certificates for shares of the corporation, and may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the board of directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; appoint and discharge agents and employees of the corporation, and in general, shall perform all duties incident to the office of president. The president shall be ex-officio a member of all committees.

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The Vice-Presidents

Section 9. In the absence of the president or in the event of his inability or refusal to act, the vice-president, if there be any, (or in the event there be more than one vice-president, the vice-presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

The Secretary and Assistant Secretary

Section 10. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all

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meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 11. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

The Treasurer and Assistant Treasurers

Section 12. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate

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accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 13. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 14. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

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Section 15. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

Certificate of Stock

Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to

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represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Where a certificate is countersigned (i) by a transfer agent other than the corporation or its employee, or (ii) by a registrar other than the corporation or its employee, any of or all the signatures of the officers of the corporation may be a facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be an officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

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Lost Certificates

Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Transfers of Stock

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession,

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assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Fixing Record Date

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

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Registered Stockholders

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

Indemnification

Section 1. In General. The corporation shall indemnify (a) any person who was a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees)

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actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (b) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any such action, suit or proceeding, in each case to the fullest extent permissible under Section 145 of the Delaware General corporation Law, as amended from time to time, or the indemnification provisions of any successor statute.

Section 2. No Diminution by Amendment of By-laws: Non-exclusive Effect. The foregoing provisions of this Article VII shall be deemed to be a contract between the corporation and each director and officer who serves in such capacity at any time while this by-law is in effect, any repeal or modification thereof shall not affect any rights or obligations then existing with respect to

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any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any director or officer may be entitled apart from the provisions of this Article VII. The board of directors in its discretion shall have power on behalf of the corporation to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate is or was an employee of the corporation.

ARTICLE VIII

Amendments

These by-laws may be altered, amended or repealed or new by-laws may be adopted by the board of directors at any regular meeting of the board of directors or at any special meeting of the board of directors.

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EX-3.49

Exhibit 3.49

CERTIFICATE OF LIMITED PARTNERSHIP

OF

LIQUID CONTAINER L.P.

The undersigned, desiring to form a limited partnership pursuant to Section 17-201 of the Delaware Revised Uniform Limited Partnership Act, does hereby certify as follows:

I. The name of the limited partnership is Liquid Container L.P.

II. The address of the limited partnership’s registered office in the State of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent, Delaware 19901. The name of the limited partnership’s registered agent for the service of process at such address is The Prentice-Hall Corporation System, Inc.

III. The name and business address of the sole general partner of the limited partnership is as follows:

Liquid Container Inc.

c/o Applied Industrial

Materials Corporation

One Parkway North, Suite 400

Deerfield, Illinois 60015

Attn: Charles P. Gallagher

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of Liquid Container L.P. as of this 2nd day of November, 1990.

LIQUID CONTAINER INC.
By:	/s/ Wayne C. Kocourek
	Wayne C. Kocourek, President

EX-3.50

Exhibit 3.50

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

LIQUID CONTAINER L.P.

The undersigned, being the general partners of Liquid Container L.P., a Delaware limited partnership (the “Partnership”), desire to amend Article III of the Certificate of Limited Partnership of the Partnership pursuant to Section 17-202 of the Delaware Revised Uniform Limited Partnership Act and hereby certify as follows:

1. The original Certificate of Limited Partnership of the Partnership was filed with the Delaware Secretary of State on November 2, 1990.

2. Two (2) additional general partners have been admitted to the Partnership.

3. Article III of the Certificate of Limited Partnership of the Partnership is hereby amended in its entirety to read as follows:

“III. The names and business addresses of the general partners of the Partnership are as follows:

Liquid Container Inc.	CPG-L Holdings, Inc.
c/o Applied Industrial	c/o Applied Industrial
Materials Corporation	Materials Corporation
One Parkway North	One Parkway North
Suite 400	Suite 400
Deerfield, IL 60015	Deerfield, IL 60015

WCK-L Holdings, Inc.

c/o Applied Industrial

Materials Corporation

One Parkway North

Suite 400

Deerfield, IL 60015

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment on behalf of the Partnership this 21st day of December, 1990.

LIQUID CONTAINER INC.		CPG-L HOLDINGS, INC.
By:	/s/ Wayne C. Kocourek	By:	/s/ Wayne C. Kocourek
	Wayne C. Kocourek,		Wayne C. Kocourek,
	President		Vice Chairman
		WCK-L HOLDINGS, INC.
		By:	/s/ Wayne C. Kocourek
			Wayne C. Kocourek,
			President

EX-3.51

Exhibit 3.51

FIRST CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF LIMITED PARTNERSHIP OF

LIQUID CONTAINER L.P.

The undersigned, desiring to amend the Certificate of Limited Partnership of Liquid Container L.P. pursuant to Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, hereby certifies as follows:

I. The name of the limited partnership is Liquid Container L.P.

II. Paragraph II of the Certificate concerning registered agent is amended to provide as follows:

The address of the limited partnership’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington. DE 198091. The name of the registered agent for the service of process at such address is The Corporation Trust Company.

III. Paragraph III of the Certificate concerning the address of the sole general partner is amended to provide as follows:

Liquid Container Inc.

c/o Applied Industrial Materials Corporation

370 17th Street, Suite 5600

Denver, CO 80202

Attn: Charles P. Gallagher

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of this 11th day of July, 1995.

LIQUID CONTAINER INC.
By	/s/ Charles P. Gallagher
	Charles P. Gallagher
	Chairman

EX-3.52

Exhibit 3.52

STATE OF DELAWARE

AMENDMENT TO THE CERTIFICATE OF

LIMITED PARTNERSHIP

The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, hereby certify as follows:

FIRST: The name of the Limited Partnership is Liquid Container L.P.

SECOND: Article I, of the Certificate of Limited Partnership, as amended, shall be further amended as follows:

“The name of the limited partnership is Graham Packaging LC, L.P.”

*****

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 24^th day of September, 2010.

GENERAL PARTNERS:
Liquid Container Inc.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

[Signature Page to Certificate of Amendment to Certificate of Limited Partnership of Liquid

Container L.P.]

EX-3.53

Exhibit 3.53

FOURTH

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

FOR

LIQUID CONTAINER L.P.

This FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (“Agreement”) for LIQUID CONTAINER L.P. (the “Partnership”) is made and entered into as of the 1^st day of February, 2004, by and among LIQUID CONTAINER INC., a Delaware corporation, as the managing general partner (the “Managing General Partner”); CPG-L HOLDINGS, INC., a Delaware corporation, as a general partner (“CPG-L Holdings”); WCK-L HOLDINGS, INC., a Delaware corporation, as a general partner (“WCK-L Holdings”); and the persons designated on Exhibit A attached hereto as limited partners. The foregoing persons listed as limited partners are herein sometimes referred to individually as a “Limited Partner” and collectively as the “Limited Partners.” Liquid Container Inc., CPG-L Holdings and WCK-L Holdings are herein sometimes referred to as the “General Partners” and individually as a “General Partner.” The General Partners and the Limited Partners are herein sometimes referred to individually as a “Partner” and collectively as the “Partners.” The terms “General Partner” and “Limited Partner” also include any person or entity which may in the future be admitted to the Partnership, in accordance with the terms of this Agreement, as a general partner or a limited partner, as the case may be.

Recitals:

A. On November 2, 1990, the Managing General Partner and Wayne C. Kocourek (“Kocourek”) formed the Partnership by executing an Agreement of Limited Partnership (the “Original Agreement”) and the Managing General Partner filed a Certificate of Limited Partnership with the Delaware Secretary of State on November 2, 1990.

B. Said Original Agreement was amended and restated as of December 18, 1990 by the Amended and Restated Agreement of Limited Partnership For Liquid Container L.P., and was further amended and restated pursuant to a Second Amended and Restated Agreement of Limited Partnership for Liquid Container L.P., dated as of November 15, 1994 and was further amended and restated pursuant to a Third Amended and Restated Agreement of Limited Partnership of Liquid Container L.P., dated as of May 11, 1998 (the “Third Amended Agreement”). The Third Amended Agreement was amended by a First Amendment thereto, dated as of January 2, 2004 (the “First Amendment”).

C. The parties desire to further amend the Third Amended Agreement, and to restate it as the Fourth Amended and Restated Agreement of Limited Partnership of Liquid Container L.P.

Agreement:

NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Third Amended Agreement is amended and restated to read in its entirety as follows:

1. General.

(a) Partners. Each of the parties listed on Exhibit A as a General Partner shall be a general partner of the Partnership, and each of the parties listed on Exhibit A as a Limited Partner shall be a limited partner of the Partnership. Limited Partners who are also full-time employees of the Partnership are sometimes referred to herein as “Employee Partners”.

(b) Registered Agent. The address of the Partnership’s registered office and the address of its registered agent in the State of Delaware is 1208 Orange Street, Wilmington, Delaware 19805. The name of the Partnership’s registered agent at such address is The Corporation Trust Company. The provisions of this Section 1 (b) may be amended from time to time by the Managing General Partner without the consent of the Partners, provided that, upon any such amendment the Managing General Partner shall promptly give notice of such amendment to the Partners.

(c) Applicable Law. The Partnership shall be a limited partnership organized and existing under the Delaware Revised Uniform Limited Partnership Act, as amended (the “Act”). The Managing General Partner shall take such steps as are necessary to allow the Partnership to legally conduct business and maintain its status as a limited partnership formed under the laws of the State of Delaware and qualified to conduct business in any jurisdiction in which the Partnership does so.

(d) Incorporation of Recitals. The foregoing recitals are hereby incorporated into, adopted and made a part of this Agreement.

2. Purpose. The purpose of the Partnership shall be to operate (i) the business of Liquid Container Corp., an Illinois corporation which was acquired pursuant to an Asset Purchase Agreement, dated December 6, 1990; and (ii)such other related and incidental businesses as the Managing General Partner shall from time to time deem appropriate.

3. Certificate of Limited Partnership and Assumed Name. Each of the Partners and each assignee of a Partnership interest does hereby constitute and appoint the Managing General Partner its true and lawful attorney in fact, at any time to make, execute, sign, acknowledge, deliver, file, record, amend or cancel certificates of limited partnership, certificates for

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conducting business under an assumed name, such other instruments as may be required under the laws of the State of Delaware and any other state, and any other appropriate governmental or municipal authority in connection with the formation, operation or termination of a limited partnership or the business to be conducted by the Partnership, and such other instruments as may be required to carry out the Managing General Partner’s rights and duties under this Agreement. The Partners acknowledge that such power of attorney is coupled with an interest and shall be irrevocable during the term of the Partnership.

4. Term of Partnership.

The term of the Partnership commenced on the date the Certificate of Limited Partnership was filed for record in the Office of the Secretary of State of Delaware and shall continue until December 31, 2050 unless sooner terminated as provided in this Agreement.

5. Capital Contributions.

(a) Capital Contributions. Each of the Partners who is a party to the Fourth Amended Agreement has contributed to the capital of the Partnership the amount set forth opposite his or its name on Exhibit A hereto.

(b) Sale of Additional Interests in the Partnership. The Managing General Partner shall have the right from time to time to cause the Partnership to issue “Units” (as defined in Section 6(a)) in excess of the number authorized pursuant to Section 6(a) or warrants or options therefor (collectively, “Additional Units”) in its sole discretion, such Additional Units having such attributes and to be issued at such price and upon such terms as the Managing General Partner shall determine in its sole discretion. Without limiting the foregoing, such price and terms may differ in any and all respects from the price and terms at which the Units were issued or sold to the Partners hereunder and may create preferences and priorities in favor of the purchasers of such Additional Units. The Managing General Partner shall do all things necessary to comply with the Act and is authorized and directed to do all things the Managing General Partner deems to be necessary or advisable in connection with any such issuance of Additional Units. Subject to the last sentence of this Section 5(b), in the event the Managing General Partner proposes to issue Additional Units to any person or entity, except as otherwise provided in this paragraph (b), each Partner shall have the right to purchase Additional Units in proportion to its interests under Section 6(b), all for the same price and upon the same terms for such proposed issuance as the price and terms of such Additional Units determined by the Managing General Partner. The Managing General Partner shall give written notice to each Partner at least thirty (30) days prior to the issuance of such Additional Units. Each Partner who intends to purchase a portion of the Additional Units shall (within ten (10) days of receipt of such written notice from the Managing General Partner) deliver written notice of such intention to the Managing General Partner. The failure of a Partner to give such a notice of his or its intention to purchase Additional Units shall be deemed to be a waiver of such Partner’s right to purchase Additional Units. The closing of the purchase of such Additional Units shall be held at such time and place

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as the Managing General Partner shall determine. The foregoing notwithstanding, no Partner shall have any such right to purchase Additional Units with respect to Additional Units, (i) issued to full-time employees or proposed full-time employees of the Partnership or the Managing General Partner (exclusive of Charles P. Gallagher (“Gallagher”)) and Kocourek; (ii) issued in connection with a public offering of Units for which a Registration Statement is filed under the Securities Act of 1933, as amended; (iii) issued in connection with a merger or consolidation of the Partnership (other than with an Affiliate, as defined in Section 19(b)(i), of the Partnership) or of any of its subsidiaries or the purchase of all or substantially all of the assets of an entity (other than an entity which is an Affiliate of the Partnership); or (iv) issued in connection with the sale of debt securities of the Partnership or of any of its subsidiaries unless such Partner also purchases the debt securities proposed to be sold in connection with the issuance of such Additional Units.

6. Units and Distributions.

(a) Units. The interests of the Partners in the Partnership shall be represented by “Units”. There shall be initially authorized 1,000,000 Units. The number of Units owned by each Partner shall be listed opposite such Partner’s name on Exhibit A hereto. By reason of the application of Sections 5(b), 8 and 9, the attributes of each Unit may or may not be identical.

(b) Distributions. Partnership distributions shall be payable pro rata to the holders of Units.

(c) Certificates. In the discretion of the Managing General Partner, the Partnership may issue certificates representing the Units. If the Partnership shall do so, Units may be transferred only upon the transfer of the certificates represented thereby, duly endorsed, and the Partnership shall maintain a ledger on which the ownership of all Units, and all transfers of Units, shall be recorded, and no transfer of Units shall be effective as against the Partnership unless such transfer is recorded on such ledger. All such certificates, if any, shall bear a legend indicating the restrictions on transfer imposed by this Agreement in such form as the Managing General Partner shall designate.

(d) Restrictions on Issuance. No Units (or other class of partnership interests) shall be issued by the Partnership without the consent of the Managing General Partner.

7. Time and Nature of Distributions. The Managing General Partner shall have the right to determine whether, and to what extent, distributions shall be made by the Partnership to the Partners under Sections 6(b) and 20(b)(ii). No Partner shall be entitled to a return of its capital contribution, if any, except in accordance with the provisions of this Agreement or after dissolution and liquidation of the Partnership. It is not contemplated that distributions in kind will be made during the term of the Partnership except after dissolution, but such distributions may be made if, in the discretion of the Managing General Partner, it is deemed in the best interests of the Partnership that a distribution in kind be made in lieu of cash. The Partnership may not make distributions pursuant to Section 6 to the extent the Partnership has covenanted with its lenders that it will not do so.

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8. Distributions with Respect to Tax.

(a) This Section 8 shall apply notwithstanding other provisions of this Agreement relating to the timing of distributions. Distributions under this Section 8 shall be applied as distribution offsets against and in reduction of distributions to be made under such Sections 6(b) and 20(b)(ii). Distributions subsequently made under Sections 6(b) and 20(b)(ii) shall be made in such manner as best eliminates any disparities in priority of distributions caused by distributions under this Section 8.

(b) At least five (5) business days before each date prescribed by the Internal Revenue Code of 1986, as amended (the “Code”) for a Partner to pay quarterly installments of estimated tax, the Partnership shall distribute to such Partner an amount of cash equal to the portion of such Partner’s Estimated Permitted Tax Amount attributable to such quarter, as determined by the Managing General Partner. If the aggregate amount of such distributions with respect to any taxable year of the Partnership is less than the Permitted Tax Amount for such taxable year, the Partnership shall distribute an amount of cash equal to the balance of such Partner’s Permitted Tax Amount. The Partnership shall use its best efforts to make such distribution before the dates prescribed by law (without extensions) to file income tax returns. If the aggregate amount of such distributions with respect to any taxable year of the Partnership exceeds such Partner’s Permitted Tax Amount for such taxable year, the amount of such excess shall be deducted from the next following distribution made pursuant to this Section 8 (and any other following distributions until such excess has been fully deducted from such distributions).

(c) A Partner’s “Permitted Tax Amount” for a taxable year shall be the federal, state, local and foreign income taxes which are payable by such Partner for such taxable year, taking into account, at the highest marginal income tax rates (determined without regard to tax rate or tax benefit “make-up” provisions, such as Section 11(b)(l) (last sentence) and Section 151(d)(3) of the Code and determined without regard for the federal alternative minimum tax), only such Partner’s flow-through items from the Partnership for such year and the deductibility or creditability of the resulting taxes against each other.

(d) Appropriate adjustment to the determination of the amounts and times of distributions under this Section 8 shall be made for Partners that are flow-through entities and for differences in taxable years between a Partner and the Partnership.

(e) The Permitted Tax Amounts of the Partners shall be determined initially by the Managing General Partner on the basis of figures set forth on IRS Form 1065 and similar state, local or foreign forms filed by the Partnership, and other available information, but shall be subject to subsequent adjustment pursuant to audit, litigation, settlement, amended return, or the like.

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(f) A Partner’s “Estimated Permitted Tax Amount” for a taxable year shall be such Partner’s Permitted Tax Amount for such taxable year as estimated from time to time by the Managing General Partner. In making such estimate, the Managing General Partner shall take into account amounts shown on IRS Form 1065 and similar state, local or foreign forms filed by the Partnership for the preceding taxable year and other adjustments as in the reasonable business judgment of the Managing General Partner are necessary or appropriate to reflect the estimated operations of the Partnership for the taxable year.

(g) Any withholding tax required under the Code to be withheld by the Partnership with respect to a Partner shall be treated as a distribution to such Partner under this Section 8. To the extent deemed distributions under this Section 8(g) cause the aggregate amount of distributions to a Partner under Section 8 to exceed the amount of distributions such Partner otherwise would be entitled to under Section 8 (disregarding this Section 8(g)), then the amount of such excess shall be deducted from the next following actual distribution made to such Partner pursuant to this Section 8 and any other following actual distributions to such Partner, until such excess has been fully deducted from such distributions.

(h) Determinations under this Section 8 made reasonably and in good faith by the Managing General Partner shall be conclusive. In making such determinations the Managing General Partner shall be entitled to make reasonable assumptions and estimates in pursuit of convenience of administration.

(i) The Partnership’s obligations under this Section 8 shall be suspended during any period in which the Partnership is prohibited, under the terms of its loan agreements, from making distributions under this Section 8, but not otherwise.

9. Special Distributions to Managing General Partner.

(a) At such times as the Managing General Partner becomes obligated to make payments on account of the purchase price of its shares of stock pursuant to Article III of the Principal Securityholders Agreement among the Managing General Partner, Gallagher, Kocourek, certain members of their respective Families, dated December 18, 1990, as amended (the “Principal Securityholders Agreement”), subject to Section 19(i) the Partnership shall make distributions therefor to the Managing General Partner. The aggregate amount of the distributions shall be equal to one-half of the fair market value of the Managing General Partner’s interest in the Partnership as of the “Valuation Date” (defined in the Principal Securityholders Agreement), which fair market value shall be determined in accordance with Article III of the Principal Securityholders Agreement. For the purposes of computing said fair market value, all authorized Units (whether or not actually outstanding) shall be deemed to be outstanding and the contributions therefor as set forth in Exhibit A shall be deemed to have been made.

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(b) The distributions under Section 9(a) shall be applied as distribution offsets against and in reduction of the next distributions to be made to the Managing General Partner under Sections 6(b) and 20(b)(ii).

(c) At the time each distribution under Section 9(a) is, pursuant to Section 9(b), applied against and in reduction of another distribution, such other distribution shall be further reduced by an amount equal to the amount determined by applying to the amount of such distribution under Section 9(a) so applied an annual rate of 10%, compounded semiannually, for the period of time from such distribution under Section 9(a) to the application, under Section 9(b), of such distribution against such other distribution.

10. Allocations.

(a) Partnership items of income, gain, loss, deduction, basis adjustment, and the like for any taxable year shall be allocated among the Partners for tax purposes in the manner, in accordance with law, determined by the Managing General Partner.

(b) Where there is a change in the holders of Partnership interests, in the respective holdings of Partnership interests, or in the respective rights or duties appurtenant to Partnership interests (caused, e.g., by a transfer, issuance, retirement or modification of a Partnership interest), allocations under Section 10(a) for a taxable year among the persons who are or were holders of Partnership interests shall be made in the manner determined by the Managing General Partner to be required by the Code, and if the Managing General Partner determines that more than one method is permitted, then by the method that the Managing General Partner determines is best, taking into account both the desire to match income and distributions and ease of administration.

(c) Nothing in this Section 10 shall be construed to cause, or to permit or require the Partnership, the Managing General Partner, or any other person to cause, any adjustment to the rights or duties of the Partners or the Partnership relating to contributions, distributions, liabilities to third parties, or the like.

(d) For purposes of Treas. Reg. § 1.752-lT(e)(3)(ii)(C), relating to allocation of nonrecourse liabilities of the Partnership among the Partners for purposes of allocating nonrecourse deductions, each Partner’s interest in partnership profits shall be in accordance with such Partner’s interest under Section 6(b)(iii).

11. Miscellaneous Tax Matters.

(a) All tax and accounting determinations shall be made reasonably and in good faith by the Managing General Partner for the benefit of all Partners.

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(b) The Managing General Partner, in its discretion, may make or decline to make, or may revoke or seek to revoke, any election which the Partnership may make under the tax laws, including the election provided by section 754 of the Code.

(c) Unless otherwise required by law, the tax matters partner within the meaning of section 6231(a)(7) of the Code shall be the Managing General Partner.

(d) In the event that any Illinois Personal Property Tax Replacement Income Tax imposed upon the Partnership is reduced by reason of the membership in the Partnership of any Partner, no part of the expense of the Partnership for such tax shall be allocated to such Partner, and an amount equal to the reduction attributable to such Partner shall be distributed to such Partner. Such distribution shall be made under principles similar to the principles set forth in Section 8 (relating to distributions with respect to tax and estimated tax) other than subsection (a) thereof. Similar principles shall apply in the event other similar taxes are imposed on the Partnership as an entity.

12. Minimum Interests and Contribution Obligations of General Partners.

(a) Notwithstanding anything to the contrary that may be expressed or implied in this Agreement: (i) the interests of all of the General Partners, taken together, in each item of Partnership income, gain, loss, deduction, or credit shall be equal to at least one percent (1.0%) of each such item at all times during the existence of the Partnership; in determining the General Partners’ interests in such items, limited partnership interests owned by the General Partners shall be taken into account; and (ii) upon the dissolution and termination of the Partnership, the General Partners shall contribute to the Partnership an amount equal to the lesser of (x) the deficit balances in their capital accounts and (y) the excess of 1.01 percent (1.01%) of the total capital contributions of the limited partners over the capital previously contributed by the General Partners.

(b) If adjustments to the allocations, distribution rights, or contribution obligations otherwise provided in this Agreement are required to be made to implement the provisions of this Section 12, such adjustments “shall be made in the manner determined by the Managing General Partner. If adjustments are made under this Section 12 for any taxable year, then, as soon as possible in subsequent taxable years, further adjustments to allocations, distribution rights, and contribution obligations (“reversal adjustments”) shall be made in the manner determined by the Managing General Partner to the extent, and only to the extent, necessary to reverse to the extent, possible the cumulative effects of prior adjustments made under this Section 12, except that no reversal adjustments shall be made to the extent they would have the effect of causing the allocation of Partnership items or the contribution obligations of the General Partners not to be in compliance with Section 12(a) at all times.

(c) In making or declining to make adjustments under this Section 12, the Managing General Partner shall construe the provisions of this Section 12 by taking into account the advance ruling policy of the Internal Revenue Service with respect to the matters addressed in Section 12(a).

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13. Management.

(a) The Managing General Partner shall exclusively manage the properties, business and affairs of the Partnership. All decisions relating to the management and control of the conduct of the business of the Partnership, including, but not limited to, decisions relating to acquisitions of additional businesses, distributions to the Partners (except to the extent otherwise provided in this Agreement), opening of bank accounts, refinancing of Partnership obligations, encumbering of Partnership property and selection of attorneys, accountants, appraisers and agents, shall be made by the Managing General Partner, provided that the day-to-day administration of the business of the Partnership may be in the hands of managing agents, employees or officers designated by the Board of Directors of the Managing General Partner, who need not be Partners. No person dealing with the Managing General Partner shall be required to determine the Managing General Partner’s authority to make any undertaking on behalf of the Partnership or to determine any fact or circumstance bearing upon the existence of such authority.

(b) The Managing General Partner agrees to devote such time to the business of the Partnership as shall be necessary to further the Partnership business. The Partnership shall reimburse or assume any reasonable expenses or liabilities paid or incurred by the Managing General Partner for or on behalf of the Partnership, including, but not limited to, pre-organization expenses of the Partnership and all payroll, corporate overhead, travel, legal, accounting, consulting, and other expenses incurred by the Managing General Partner on behalf of or for the benefit of the Partnership in its management of the Partnership.

(c) The Managing General Partner may: open Partnership bank accounts; draw checks on the Partnership bank accounts; designate persons authorized to draw checks thereon; lease Partnership assets; purchase or sell Partnership assets; make, deliver and accept commercial paper, borrow money; guarantee obligations; utilize collateral owned by the Partnership for the foregoing purposes; and do all acts and things which may, in its judgment, be necessary or advisable to carry out the business of the Partnership, except to the extent prohibited by the Act.

(d) The Partnership may enter into any contract with any person, firm or corporation, whether or not such person, firm or corporation is a Partner or is related or affiliated in any manner or respect, directly or indirectly, to or with any Partner, but notwithstanding any provision of this Agreement to the contrary, any contract with a Partner, or any person related to or affiliated with a Partner, shall be on terms (including quality, where applicable) and prices which could have been obtained from unaffiliated third parties. No General Partner, nor Gallagher, nor Kocourek, shall be required to submit any investment opportunities to the Partnership for purposes of possible acquisition by the Partnership. The General Partners, Gallagher, and Kocourek may each engage in business ventures other than the Partnership, other than business ventures which compete with the business of the Partnership. The Managing General Partner shall not be required to devote full time to the business of the Partnership.

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(e) The Limited Partners, as limited partners, shall in no way participate in the management and control of the conduct of the Partnership business and shall have no right, power or authority to act on behalf of or in the name of the Partnership, or at any time bind the Partnership. A limited Partner shall not be deemed to participate in the management or control of the business by virtue of possessing or exercising any of the rights or powers of the Limited Partners hereunder.

(f) The Managing General Partner may cause the Partnership to enter into Securityholder Agreements with each of the Partners, and may amend any of such documents, on such terms and conditions as the Managing General Partner shall deem appropriate.

14. Liability and Indemnification.

(a) Exculpation. No General Partner (and no successor or assignee of a General Partner), and no director, officer, employee or agent of the Partnership or a General Partner (or a successor or assignee of a General Partner), shall be liable to the Partnership or any other Partner for any expenses, damages or losses arising out of the performance of its or his duties for the Partnership other than those expenses, damages or losses directly attributable to such entity’s or person’s not acting in good faith and in a manner that he or it reasonably believed to be in or not opposed to the best interests of the Partnership.

(b) Indemnification.

(i) The Partnership shall indemnify any person or entity who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Partnership or the Partners generally) by reason of the fact that he or it is or was a General Partner (or successor or assignee of a General Partner), director, officer, employee or agent of the Partnership or a General Partner (or successor or assignee of a General Partner), or is or was serving at the request of the Partnership as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or it in connection with such action, suit or proceeding if (A) such person or entity acted in good faith and in a manner that he or it reasonably believed to be in or not opposed to the best interests of the Partnership, and (B) with respect to any criminal action or proceeding, had no reasonable cause to believe his or its conduct was unlawful. The termination of any action, suit or proceeding by

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judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person or entity did not act in good faith and in a manner which he or it reasonably believed to be in or not opposed to the best interest of the Partnership, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or its conduct was unlawful.

(ii) The Partnership may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Partnership or the Partners generally to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Partnership or a General Partner (or a successor or assignee of a General Partner), or is or was serving at the request of the Partnership as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he .acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Partnership and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Partnership unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(iii) To the extent that a General Partner (or successor or assignee of a General Partner), director, officer, employee or agent of the Partnership or a General Partner (or successor or assignee of a General Partner) has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (i) or (ii) of this Section 14(b), or in defense of any claim, issue or matter therein, he or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or it in connection therewith.

(iv) Any indemnification under paragraphs (i) and (ii) of this Section 14(b) (unless ordered by a court) shall be made by the Partnership only as authorized in the specific case upon a determination that indemnification of the General Partner (or successor or assignee of the General Partner), director, officer, employee or agent is proper in the circumstances because he or it has met the applicable standard of conduct set forth in paragraphs (i) and (ii) of this Section 14(b). Such determination shall be made (A) by the Managing General Partner, or (B) if the Managing General Partner so directs, or, if the Managing General Partner is a party to such action, suit or proceeding, by independent legal counsel in a written opinion.

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(v) Expenses incurred by a General Partner (or successor or assignee of a General Partner), or a director, officer, employee or agent of the Partnership or a General Partner (or successor or assignee of a General Partner) in defending a civil or criminal action, suit or proceeding may, in (he discretion of the Managing General Partner, be paid by the Partnership in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such General Partner (or successor or assignee of such General Partner), or director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or it is not entitled to be indemnified by the Partnership as authorized in this Section 14(b).

(vi) The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Section 14(b) shall not be “deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of disinterested Partners or otherwise, both as to action in bis or its official capacity and as to action in another capacity while holding such position, and shall continue as to any person or entity who has ceased to be a General Partner (or successor or assignee of a General Partner), director, officer, employee or agent of the Partnership or a General Partner (or successor or assignee of a General Partner) and shall inure to the benefit of the heirs, representatives, successors and assigns of such person or entity.

(vii) The Partnership shall have the power to purchase and maintain insurance on behalf of any person or entity who is or was a General Partner (or successor or assignee of a General Partner), director, officer, employee or agent of the Partnership or of a General Partner (or successor or assignee of a General Partner), or is or was serving at the request of the Partnership as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or it and incurred by such person or entity in any such capacity, or arising out of his or its status as such, whether or not the Partnership would have the power to indemnify such person or entity against such liability under this Section 14(b).

(viii) Reliance. The General Partners (and their successors and assignees), directors and officers of the Partnership or a General Partner (or its successors and assignees) may consult with counsel, accountants or other independent consultants in respect to Partnership affairs and be fully protected and justified in any action or inaction which is taken in accordance with the advice or opinion of such counsel, accountants or other independent consultants, provided that they shall have been selected with reasonable care.

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15. Books and Records.

Full and complete books and records of the Partnership shall be kept and maintained at all times for the Partnership at its offices or, subject to the provisions of the Act, at such other place or places as the Managing General Partner may from time to time determine. The accountants for the Partnership shall be a firm of certified public accountants selected by the Managing General Partner. The Managing General Partner shall, in consultation with the Partnership’s accountants, determine the basis on which the Partnership books shall be maintained. The fiscal year of the Partnership shall be determined by the Managing General Partner consistent with the provisions of the Code.

16. Accounting.

As soon as practicable after the end of each fiscal year, an audit shall be made by the Partnership’s independent certified public accountants which shall cover the assets and liabilities of the Partnership and the capital of the Partners as of the last day of such fiscal year, the profits and losses for the year then ended and all other matters customarily included in such audit. As soon as practicable after the end of each fiscal year, the Managing General Partner shall cause the Partnership to furnish to each Partner, at the expense of the Partnership, a balance sheet, a statement of income and expenses, and a statement of Partner’s equity in the Partnership as of and for the fiscal year then ended, all of which shall be certified by the Partnership’s independent certified public accountant. Also, the Managing General Partner shall cause the Partnership to furnish to each Partner a report containing information with respect to the Partnership to be used in preparing the federal and state income fax returns of the Partners.

17. Bank Accounts.

Funds of the Partnership shall be used only for Partnership purposes and shall be deposited in such accounts in banks or other financial institutions as may be established from time to time by the Managing General Partner. Withdrawals shall be made by such persons as are designated from time to time by the Managing General Partner.

18. Admissions of Additional or Substituted Partners.

Notwithstanding anything to the contrary that may be expressed or implied in this Agreement, no person, shall be admitted into the Partnership as an additional or substituted General Partner or Limited Partner, including without limitation, any person or entity to whom Units are Transferred pursuant to Section 19, without the prior express written unanimous consent of the Managing General Partner, CPG-L Holdings and WCK-L Holdings, which consent may be granted or withheld in the sole discretion of any of the Managing General Partner, CPG-L Holdings or WCK-L Holdings for any reason or for no reason, and no additional or substitute General Partner (other than a person or entity to whom Units owned by the Managing General Partner are Transferred in connection with the foreclosure of a pledge of such Units), may be admitted without the prior express written consent of the holders of not less than 90% of the Units held by the Limited Partners. An assignee or other holder of a Partnership interest not admitted into the Partnership as an additional or substituted General Partner or Limited Partner shall have the rights only of an assignee.

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19. Transfer of Units.

(a) General Limitation. No Units (which, for purposes hereof, shall include the economic interest in the Partnership represented by the Units held by a Partner, an assignee or other holder of a Partnership interest) may be Transferred (as herein defined), including a Transfer to the Partnership, except as specified in this Agreement Any purported Transfer of Units in violation of this Agreement shall be null and void and of no force and effect; provided, however, that in the case of Units held by any Partner or other party who is a party to or bound by a Securityholders Agreement governing his Units, except for the rights and obligations under Sections 19(d), (e) and (f), and the provisions of Section 18, the Transfer of such Units shall be governed to the extent specified in Securityholders Agreement, and not as specified in this Agreement, and no options or other rights or obligations, other than the rights and obligations under Sections 19(d), (e) and (f), shall be created by Section 19 of this Agreement with respect to such Units; provided further, that no person or entity (other than a Permitted Transferee, as defined in a Securityholders Agreement) to whom Units are Transferred by a Partner who is subject to a Securityholders Agreement shall have any of the rights set forth in Sections 19(d) or (f). Except as permitted pursuant to paragraph (c), the Managing General Partner shall not Transfer any Units, except in connection with a concurrent Transfer of substantially all other Units to a single purchaser or a related group of purchasers in a single transaction or a related series of transactions.

(b) Definitions.

(i) “Affiliate” as applied to any person or entity means any other person or entity which controls that person or entity, is under common control with that person or entity, or which is controlled by that person or entity; “Control” means the power, directly or indirectly, to direct or cause the direction of the management and policies of a person or entity through voting securities, contract or otherwise.

(ii) “Family” means a spouse or descendant or ancestor of a Partner, a spouse of such a descendant or ancestor, or a trustee of a trust primarily for the benefit of one or more of the foregoing and/or said Partner.

(iii) “Permitted Transferee” means a person to whom Units are Transferred pursuant to and in compliance with the provisions of subsection (c)(ii) below.

(iv) “Transfer” means any transfer, sale, assignment, pledge, encumbrance or other disposition, irrespective of whether any of the foregoing are effected voluntarily or involuntarily, by operation of law or otherwise, or whether inter vivos or upon death.

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(c) Permitted Transfers. Anything contained in this Agreement to the contrary notwithstanding (except subsection (f) below, to which this subsection (c) is subject):

(i) Units may be Transferred with the prior approval of the Board of Directors of the Managing General Partner, and the Units so Transferred shall be subject to all restrictions on Transfer and all other agreements, provisions, terms and conditions which are contained in this Agreement, unless the Board of Directors of the Managing General Partner shall impose additional restrictions on such Units or waive any existing restrictions on such Units.

(ii) Units may be Transferred (A) by a Partner or his Permitted Transferee to any member of said Partner’s Family; (B) by a Permitted Transferee to a Partner who Transferred such Units to said Permitted Transferee; (C) to the personal representative of a Partner or Permitted Transferee who is deceased or adjudicated incompetent; (D) by the personal representative of a Partner or his Permitted Transferee who is deceased or adjudicated incompetent to any member of said Partner’s Family; or (E) upon termination of a trust which is a Permitted Transferee, by the trustee of such trust to the person or persons who, in accordance with the provisions of said trust, are entitled to receive the Units held in trust, provided, however, that any Transfer of Units to a spouse in contemplation of, or in connection with, a divorce settlement shall not be a Permitted Transfer for purposes of this Agreement. Notice of a Transfer proposed to be made under this Section 19(c)(ii) shall be given by the transferor to the Partnership at least fifteen (15) days prior to the proposed Transfer so that a determination can be made as to whether the requirements of subsection (g) below will be satisfied.

(iii) Units may be transferred by a Partner to the Partnership’s institutional lenders for collateral security purposes, and by the Partnership’s lender in foreclosure of its security interest in such Units;

(iv) a Partner which is a corporation or partnership may transfer Units to its stockholders or partners, as the case may be, and such stockholders or partners, as the case may be, may transfer such Units to the ultimate holders of equity interest in such stockholders or partners, as the case may be, or to a liquidating trust for their benefit.

(d) Take-Along Rights. Anything contained in this Agreement to the contrary notwithstanding, but subject to paragraph (g) hereof, any Partner, acting alone or in concert with other Partners, assignees or Permitted Transferees (collectively, the “Control Sellers”), shall propose to Transfer to a purchaser or related group of purchasers (other

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than a Partner or Partners, Permitted Transferees or then existing assignees or Affiliates of any of the foregoing), in a single transaction or related series of transactions, such number of Units as equals or exceeds fifteen percent (15%) of the then outstanding Units, each Partner, Permitted Transferee and assignee (exclusive of any Transferee, as herein defined) who is not a Control Seller shall have the right to require, as a condition to said Transfer, that the purchaser or purchasers purchase, on the same terms and conditions and at the same price per Unit as offered to the Control Sellers, that percentage of said Partners’, Permitted Transferees’ and/or assignees’ Units as equals the percentage of all Units owned by all Control Sellers in the aggregate which are included in the transaction and the number of Units to be sold by the Control Sellers shall be reduced accordingly.

(e) Drag-Along Rights. Anything contained in this Agreement to the contrary notwithstanding, if any Control Sellers shall propose to Transfer to a purchaser or related group of purchasers (other than a Partner or Partners, Permitted Transferees or then existing assignees or Affiliates of any of the foregoing), in a single transaction or related series of transactions, such number of Units as equals or exceeds fifty percent (50%) of the then outstanding Units, the Control Sellers shall have the right to require that all other Partners, Permitted Transferees, assignees and Transferees sell, on the same terms and conditions and at the same price per Unit as offered to the Control Sellers, that percentage of said Partners’ or Permitted Transferees’, Transferees’ and/or assignees’ Units as equals the percentage of all Units owned by all Control Sellers in the aggregate which are included in the transaction.

(f) Piggyback Registration.

(i) If, at any time, the Partnership determines to file with the SEC a registration statement covering any Units, the Partnership shall (at least twenty (20) days prior to the filing of such proposed registration statement) notify each Partner in writing of the proposed registration statement. If one or more of the Partners requests in writing, within twenty (20) days of the receipt of such notification from the Partnership, that the Partnership include in such registration statement any of such Partner’s Units, then, subject to the remaining provisions hereof, the Partnership will use its best efforts to include those Units in the registration statement and to have the registration statement declared effective. Each such request by a Partner shall specify the number of Units intended to be offered and sold by each such Partner, shall express each such Partner’s present intent to offer such Units for distribution, shall describe the nature or method of the proposed offer and sale thereof and shall contain the undertaking of each such Partner to provide all such information and materials and take all such action as may be requested in order to permit the Partnership to comply with all applicable requirements of the SEC and to obtain acceleration of the effective date of such registration statement. The Partnership, at its sole option, may elect to not proceed with the registration statement which is the subject of such notice. The obligations of the Partnership under this Section 19(f)(i) are subject to the limitations, conditions and qualifications set forth in Section 19(f)(ii) hereof.

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(ii) The obligation of the Partnership to use its best efforts to cause Units to be registered under the Securities Act of 1933, as amended, pursuant to Section 19(f)(i) hereof, is subject to each of the following limitations, conditions and qualifications:

(A) the Partnership shall be entitled to reduce or eliminate entirely the Units of any such Partner to be included in such registration if, in the judgment of the managing underwriter(s) of a proposed public offering of the Partnership’s securities, inclusion of such Partner’s Units would materially and adversely affect the public offering of securities being sold by the Partnership and timely notice of such determination is given to such Partner. Notwithstanding the foregoing, the Partnership shall not be entitled to eliminate entirely the Units of any Partner and shall comply with the registration request pursuant to Section 19(f)(i) hereof if any other holders of Units of the Partnership participate in such public offering. If the number of such Partner’s Units are reduced as provided above, such number will only be reduced on a proportionate basis with all selling Partners;

(B) the Partnership shall use its best efforts to cause the registration statement to remain current (including the filing of necessary supplements or post-effective amendments) during the period commencing on the initial effective date of such registration statement and ending on the date on which such registration statement shall have remained effective for ninety (90) days;

(C) no Partner may participate in any underwritten registration hereunder unless such Partner (i) agrees to sell his or its Units on the basis provided in any underwriting arrangements approved by the Partnership and (ii) accurately completes in a timely manner and executes all questionnaires, powers of attorney, underwriting agreements, holdback agreements and other documents customarily required under the terms of such underwriting arrangements. No Partner may participate in any non-underwritten registration hereunder unless he complies with all applicable laws, in the reasonable opinion of counsel for the Partnership;

(D) whenever the Partnership is required by the provisions of this Section 19(f) to use its best efforts to register Units under the Act, the Partnership shall furnish to each participating Partner such number of copies of any prospectus (including any preliminary or summary prospectus) as such Partner may reasonably request in order to effect the offering and sale of the Units to be offered and sold by such Partner, but only while the Partnership is required under the provisions hereof to cause the registration statement to remain current;

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(E) the Partnership’s obligations to use its best efforts to effect registration of Units for Partners shall include such qualification under applicable blue sky or other state securities laws as may be necessary to enable the Partners on whose behalf such registration is to be effected to offer and sell the Units which are the subject matter of their requests; provided, however, that the Partnership shall not be obligated to qualify as a foreign limited partnership to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service of process;

(F) all expenses incurred in connection with any registration or qualification pursuant to Section 19(f)(i), including, without limitation, all SEC registration fees, blue sky filing fees, printing expenses (excluding the printing of any agreements, memoranda or other documents pertaining solely to the sale of Units by Partners) and fees and disbursements of experts used by the Partnership in connection with such registration, shall, subject to requirements of any applicable regulatory agency, be borne by the Partnership. Each participating Partner shall bear the fees and disbursements of its own legal counsel, underwriting or brokerage discounts and commissions, and transfer taxes, on the sale of its Units; and

(G) the Partnership may require, as a condition to fulfilling its obligations under the registration provisions of Section 19(f)(ii), receipt of executed indemnification agreements in customary form the Partners whose Units are to be registered and the Partnership will furnish to the underwriter and the Partners whose Units are being sold executed indemnification agreements in customary form.

(g) Additional Limitations on Transfer. Any other provision contained elsewhere in this Agreement or any Securityholders Agreement to the contrary notwithstanding, a Transfer of Units shall not be valid or of any force or effect:

(i) if it would, or, in the judgment of the Managing General Partner, based upon the advice of counsel, may, result in a violation of any applicable federal or state securities laws or in the treatment of the Partnership as an association taxable as a corporation for income tax purposes, or

(ii) without the consent of the Managing General Partner, if a termination of the Partnership would result pursuant to section 708(b)(l)(B) of the Code;

(h) Restriction on Purchase. Any other provision contained (i) elsewhere in this Agreement, or (it) in any Securityholders Agreement to the contrary notwithstanding, the Partnership shall not have the right to exercise any option to purchase Units, to make any distribution or to purchase any of its Units under this Agreement, if the exercise of such option, the making of such distribution or the purchase of such Units would result in a violation of any covenant contained in, or a default under, any of the Partnership’s loan agreements.

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20. Dissolution of the Partnership.

(a) The Partnership shall be dissolved on the occurrence of any of the following events:

(i) Upon the written agreement of the Managing General Partner and the Partners holding ninety percent (90%) or more of the Units outstanding;

(ii) Upon the sale or other disposition of substantially all of the property belonging to the Partnership, except that if such disposition involves the receipt by the Partnership of purchase money obligations, or is part of a so-called “sale-Ieaseback” transaction, the Partnership shall not dissolve;

(iii) Upon the merger of the Partnership in a transaction in which the Partnership is not the surviving entity;

(iv) Upon the occurrence of the expiration date of the term of the Partnership;

(v) Upon the withdrawal, dissolution, liquidation, adjudication as a bankrupt, termination, retirement, death or insanity (“Withdrawal”) of the last remaining General Partner unless, within ninety(90) days after such Withdrawal, all Partners agree in writing to continue the business of the Partnership and, if necessary, to appoint a substitute General Partner; provided, however, that the Managing General Partner shall have no right of Withdrawal; or

(vi) as otherwise provided by law.

(b) The assets of the Partnership on winding-up shall be applied first to the expenses of the winding-up, and thereafter all of the remaining assets of the Partnership shall be distributed in the following order:

(i) To creditors, including any Partner who is also creditor, in the order of priority as provided by law; and

(ii) To the Partners, in accordance with Section 6.

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21. Investment Objectives.

(a) Each of the Partners acknowledges that the Partnership interest acquired by him has not been registered under federal or state securities laws. Each Partner warrants and represents that he or it will not sell or dispose of his or its Partnership interest except in compliance with applicable federal and state securities laws.

(b) Anything herein contained to the contrary notwithstanding, no Partner, substituted or additional Partner or assignee of a Partnership interest shall have the right to sell or otherwise dispose of his interest in the Partnership, or any portion thereof, including the right to receive any profits or distributions of the Partnership or any interest in its assets, until (i) such person shall supply to the Partnership a warranty and representation substantially in the form of Section 21(a) executed by the person or persons who shall receive such interest upon such sale or disposition and (ii) the Partnership shall, if it shall so desire, have received from its counsel an opinion that such proposed sale or disposition will not be in violation of federal or state securities laws.

22. Voting.

With respect to any matter requiring a vote of the Partners, a holder of Units shall have one vote per Unit; provided, however, that a holder of Units that is not a Partner (e.g., an assignee) shall not be entitled to vote.

23: Notices.

Notices to the Partnership shall be addressed:

(a) If to the Partnership:

Liquid Container L.P.

1760 Hawthorne Lane

West Chicago, Illinois 60185

Attention: Bill Williams, President

With copies to:

Gallagher Enterprises LLC

370 Seventeenth Street

Suite 5600

Denver, Colorado 80202

Attention: Charles P. Gallagher

and

Mid Oaks Investments LLC

750 Lake Cook Road

Buffalo Grove, Illinois 60089

Attention: Wayne C. Kocourek

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and

Greenberg Traurig, LLP

77 W. Wacker Drive

Suite 2400

Chicago, Illinois 60601

Attention: David W. Schoenberg, Esq.

(b) If to a Partner, to such Partner or his personal representative at his or their last address known to the Partnership as disclosed on the records of the Partnership.

All notices shall be in writing and shall be given, and deemed to have been duly served, if hand-delivered or sent by facsimile (if promptly confirmed by mail) or mailed postage prepaid, registered or certified, by United States mail, return receipt requested, addressed as aforesaid. Notices shall be deemed served, if hand-delivered, when delivered; if sent by facsimile, upon receipt; and if mailed, three (3) days after deposit in the mail. The Partnership or Partners at any time may change any address for notices by delivering or mailing, as prescribed in this Section, a notice announcing the change and setting forth the changed address.

24. Interpretation.

(a) The section or paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed a part of this Agreement.

(b) All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons, firm or corporation may require in the context thereof.

(c) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be unenforceable or invalid under applicable law, such provision shall be ineffective only to the extent of such unenforceability or invalidity, and the remaining provisions of this Agreement shall continue to be binding and in full force and effect.

(d) This Agreement may be amended by the Managing General Partner and the Partners holding ninety percent (90%) or more of the Units outstanding; provided, however, that no amendment which has, or will have, a material adverse effect upon a Partner shall be effective without the prior written approval of any such Partner. Notwithstanding the foregoing, (i) in the event the Managing General Partner sells or issues Additional Units pursuant to Section 5(b), this Agreement may be amended by the Managing General Partner (without the consent of the Partners) to reflect any changes in tills Agreement necessary or appropriate as a result of such sale or issuance; and (ii) the provisions of Section l(b) hereof may be amended from time to time without the consent of the Partners as provided therein.

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(e) The failure of any party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted hereunder or of the future performance of any such term or condition of this Agreement and no waiver shall be effective unless such waiver is contained in a writing signed by or on behalf of all parties. The remedies in this Agreement are cumulative and are not exclusive of any other remedies provided by law.

(f) This instrument contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, promises, negotiations or representations with respect to the subject matter hereof not expressly set forth in this Agreement.

(g) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and, only to the extent permitted herein, assigns.

(h) This Agreement shall be governed by the laws of the State of Delaware, including the provisions of the Act.

(i) This Agreement may be executed in multiple counterparts. Each of such counterparts shall for all purposes be deemed to be an original and all shall together constitute a single instrument.

(j) Any reference herein to a “purchase” by the Partnership of Units or other partnership interests in the Partnership is for convenience of expression only, such “purchase” being instead a distribution by the Partnership with respect to partnership interests, and Units or other partnership interests so “purchased” by the Partnership shall not thereafter be considered property, except for computational purposes as provided herein.

25. Trustee Exculpation. Anything to the contrary herein contained notwithstanding, this Agreement has been executed by each trustee identified on the signature page of this Agreement, not personally, but solely as trustee, as aforesaid, in the exercise of the power and authority conferred upon and vested in him, as such trustee, and it is expressly understood and agreed that nothing herein shall be construed as creating any liability in such trustee, personally, to perform any covenant either express or implied herein contained, all such liability, if any, being expressly waived by the other Partners, and by every person now or hereafter claiming any right hereunder, and that so far as such trustee and his successor(s), personally, are concerned, every other person now or hereafter claiming any right hereunder shall look solely to the trust assets from time to time held by such trustee, for the performance of such covenants.

26. Effective Dates. This Agreement is effective as of January 1, 2003, except that the part thereof consisting of the First Amendment is effective as of January 2, 2004.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

General Partners:

LIQUID CONTAINER INC.		CPG-L HOLDINGS, INC.
By:	/s/ Billy W. Williams	By:	/s/ Charles P. Gallagher
	President		President
WCK-L HOLDINGS, INC.
By:	/s/ Wayne Kocourek
	President

Limited Partners:

	/s/ Michael A. Kocourek
	Michael A. Kocourek, as Trustee Of the Michael A. Kocourek Grantor Trust dated 10/29/92
/s/ Pamela A. Kocourek	/s/ Francisco Gonzalez
Pamela A. Kocourek, as Trustee Of the Pamela A. Kocourek Grantor Trust dated 10/29/92	Francisco Gonzalez
RUSSELL J. KILLION 2000 IRREVOCABLE TRUST	/s/ Kenneth Celic
	Kenneth Celic

By:	/s/ Russell J. Killion	RUSSELL J. KELLION 2000
	Trustee	DECLARATION OF TRUST
		By:	/s/ Russell J. Killion
			Trustee

/s/ David H. Randall	/s/ Jon M. Burns
David H. Randall	Jon M. Burns

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/s/ William H. Ehmer		WOODMONT PARTNERS, L.P.
William H. Ehmer
		By:	/s/ Elaine M. Williams
			General partner
GALLAGHER ENTERPRISES LLC		MID OAKS INVESTMENTS LLC
By:	/s/ Charles P. Gallagher	By:	/s/ Wayne Kocourek
	CEO and Manager		CEO and Manager

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EXHIBIT A

LIST OF PARTNERS

	Capital Contribution		Units
General Partners
Liquid Container Inc.	$	94,200	10,000.00
CPG-L Holdings, Inc.	$	56,520	6,000.00
WCK-L Holdings, Inc.	$	94,200	10,000.00
Limited Partners
Michael A. Kocourek, as Trustee of the Michael A. Kocourek Grantor Trust dated 10/29/92	$	94,200	10,000.00
Pamela A. Kocourek, as Trustee of the Pamela A. Kocourek Trust dated 10/29/92	$	94,200	10,000.00
Francisco Gonzales	$	188,400	20,000.00
Russell J. Killion 2000 Irrevocable Trust	$	37,680	4,000.00
Russell J. Killion 2000 Declaration of Trust	$	150,720	16,000.00
Kenneth Celic	$	94,200	10,000.00
Woodmont Partners, L.P.	$	847,900	90,000.00
David H. Randall	$	822,648.90	18,773.71
Jon M. Burns	$	50,816.85	5,394.57
William H. Ehmer	$	32,338.11	3,432.92
Gallagher Enterprises, LLC	$	3,266,912.33	346,805.98
Mid Oaks Investments, LLC	$	2,985,805.12	316,964.45

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EX-3.54

Exhibit 3.54

PLAXICON COMPANY

PARTNERSHIP AGREEMENT

THIS PARTNERSHIP AGREEMENT (“Agreement”), made and entered into this 18th day of May, 1981, by and between VORWERK USA, INC., a Georgia Corporation, (hereinafter called “Vorwerk”) and PLAXICON, INC., a California corporation, (hereinafter called “P.I.”), as partners, sometimes hereinafter collectively called “Partners”);

W I T N E S S E T H:

WHEREAS, the parties hereto desire to execute this Agreement to evidence their covenants and agreements with respect to the Partnership, PLAXICON COMPANY, (hereinafter called “Partnership”);

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

1. Formation. The Partners do hereby ratify and confirm the formation of the Partnership pursuant to the provisions of the Uniform Partnership Act of the State of California and under and by virtue of the Prior Informal Partnership Agreement, as restated in and amended by this Agreement.

2. Name. The name of the Partnership is “PLAXICON COMPANY”.

3. Effective Date and Term. The partners acknowledge that the Partnership commenced on January 1, 1981, the date that the Prior Informal Partnership Agreement was executed by the parties in Fulton County, Georgia, and the Partnership shall continue thereafter for an indefinite term, unless earlier dissolved and terminated pursuant to the California Uniform Partnership Act or any other provisions of this Agreement. However, each partner hereby covenants and agrees that before any such termination the partner who books termination must give the other partner written notice twelve (12) months prior to termination.

4. Character of Business. The character of the business of the Partnership (hereinafter called the “Project”) shall be to manufacture and sell plastic containers, including, but not limited to, P. E. T. containers, to own, hold, operate, manage, maintain and lease property for the Project, either in the name of the Partnership or in the name of a nominee who shall hold such title on behalf of the Partnership.

5. Principal Place of Business. The location of the principal place of business of the Partnership shall be 14426 Bonelli Street, City of Industry (L.A.), California 91744, or such other or additional places of business as may be selected from time to time by the Partners.

6. Name and Address of Partner. The names of the Partners of the Partnership and their addresses are:

VORWERK USA, INC.

1001 Peachtree Center Cain Tower

229 Peachtree Street, N. E.

Atlanta, Georgia 30303

and

PLAXICON, INC.

5150 Amigo Avenue

Tarzana, California 91356

7. Capital Contributions. The capital contributions of the Partners to the Partnership are and shall be sums equal to the amounts of $800,000.00 by Vorwerk and $200,000.00 by P.I.

8. Additional Capital Contributions and Loans.

8.1 Neither of the Partners shall be liable to make any contributions or loans to the Partnership other than as specifically required by this Agreement.

8.2 No interest shall be paid upon the capital contribution of any Partner.

Page Two

8.3 Notwithstanding anything elsewhere herein to the contrary, the Partners shall make such contributions to the capital of the Partnership, in addition to the contributions referred to in Section 7 above, as may be necessary to satisfy any cash deficits from the operation of the business of the Partnership For purposes of this Section 8.3, “cash deficits” shall mean and have reference to the excess, if any, of the cash expenses of the Partnership, including without limitation, principal and interest on loans and taxes, but excluding any allowance for depreciation or amortization of the cost of any property or assets of the Partnership, over the cash income of the Partnership.

In the event any partner shall fail or refuse to make any capital contribution required by this Section 8.3, any other Partner may, upon such failure or refusal, cause to be delivered to such non-complying Partner a written notice informing such non-complying Partner of his default and requesting that such capital contribution be made forthwith. The amount to be paid shall bear interest at the rate of fifteen (15%) per annum from the date of such notice. The non-compying Partner shall then have thirty (30) days after receipt of such notice within which to comply with the request therein made. In the event such non-compying Partner shall not have complied with such request during said thirty (30) day period, the other Partners shall then have fifteen (15) days in which to purchase at nominal value such portion of the defaulting partner’s interest in the partnership equal to the unfunded capital contribution of the defaulting partner plus the amount of interest due with respect to the unpaid capital contribution.

Upon exercise of such option, the Partner exercising such option shall immediately pay pro rata to the Partnership the unfunded capital contribution then due by the defaulting Partner under this Section 8.3, together with the interest accrued thereon.

Page Three

9. Long Term Collateral Financing. No collateral financing on the Project shall impose personal liability on the Partnership or upon the Partners. Such non-personal liability shall be achieved by obtaining exculpatory language in all bonds, notes and security documents executed and delivered by the Partnership in connection with such collateral financing.

10. Unsecured Financing. Without the prior written consent of fifty-one percent (51%) of the Partnership no unsecured indebtedness shall be incurred by the Partnership in excess of $100,000.00.

11. Income and Losses; Capital Accounts; Voting.

11.1 For the purpose of this Agreement, the following terms shall have the respective meanings set forth below:

11.1.1 “Net Income” and “net Losses” shall mean the income or losses of the Partnership after all expenses incurred in connection with Partnership business have been paid or provided for, including, without limitation, interest on loans, taxes and .salaries and after making any allowance for depreciation or amortization of the cost of any property or assets of the Partnership. Net income or net losses shall include any gain or loss realized by the Partnership on the sale or other disposition of any of the Partnership’s property or assets except when used in Section 21. Consistent with the foregoing definition, net income and net losses shall be determined in accordance with the accrual method of accounting.

11.1.2 The term “capital account” when used in respect of any Partner shall mean the amount of the capital contribution of such Partner, increased by (i) the amount of all additional contributions to the capital of the Partnership made by such Partner (ii) the amount of all net income allocated to such Partner pursuant to Section 11.2 and (iii) the amount of any gain allocated to such Partner pursuant to Section 21.3, and decreased by (a) the amount of all net losses allocated to such Partner pursuant to Section 11.2, (b) the amount of all Cash Flow distributed to such Partner pursuant to Section 12.2 and (c) the amount of any loss charged to the account of said Partner pursuant to Section 21.4.

Page Four

11.2 From and after the date of this Agreement, all net income and net losses of the Partnership for each calendar year or fraction of a calendar year shall be allocated as follows:

Vorwerk	80.0	%
P.I.	20.0	%

11.3 During any year in which the Partnership generates taxable income for either Partner, monies will be distributed to the Partners to enable them to pay the income taxes arising from said taxable income, in an amount equal to said income taxes. If said income taxes are due prior to any profit distribution to the Partners, the Partnership will advance said amounts to the Partners prior to the due date for said taxes.

11.4 Any portion of a Partners’s share of net income not distributed or withdrawn and any other additional monies received by the Partnership from either partner shall be treated as a loan by said Partner to the Partnership, but no interest shall be paid thereon.

11.5 Each Partner shall have one vote for each one percent (1%) of the respective percentages of their capital contributions to the Partnership, i.e. 80% to vorwerk and 20% to P.I., and whenever the term majority vote of the Partners is used herein, it shall mean 51% or more of the votes cast.

12. Cash Flow.

12.1 As used in this agreement, the term “Cash Flow” for any calendar year or fraction of a calendar year shall mean the excess, if any, of (a)(i) the cash receipts from operations of the Partnership for such calendar year or fraction thereof, (ii) any net insurance proceeds, and any proceeds derived by the Partnership from (iii) collateral financing or refinancing of the Project, (iv) condemnation or any real estate owned by the Partnership, and sales of easements, rights of way or similar interests in the land, and (v) sales of all or portion of the Project, over (b)(i) all cash expenses of the Partnership for such period, (ii) all amounts payable in such period on account of the amortization of any debts of the Partnership and (iii) such amounts as are reasonably required for working capital of the Partnership.

Page Five

12.2 Subject to Section 11.3, the Distributable Profit or Cash Flow of the Partnership for each calendar year or fraction thereof, if and when distributed, shall be distributed as follows and in the following order of priority:

Vorwerk	80.0	%
P.I.	20.0	%

However, before any such annual distribution to the Partners, the Partnership shall prepare and present to the Partners its annual financial statements (specifically the income statement). These financial statements must be approved by 51% of the Partners (or if applicable, the supervisory board). Thereafter 51% of the Partners (or if applicable the supervisory board) will decide how much of said profit will be distributed. Fifty-one (51%) percent of the Partners (or if applicable, the supervisory board) may also agree to distribute the Cash Flow if the Cash Flow exceeds that year’s annual distributable profit.

13. Use of Capital Contributions. Amounts contributed to the Partnership shall be used for the following purposes: (i) upgrading and rehabilitating the Project, (ii) payment of legal and accounting expenses of the Partnership, and (iii) payment of operating expense deficits, including without limitation, such extraordinary cash requirements as shall be required to pay in full any indebtedness of the Partnership which mature in due course or whose maturity is accelerated.

14. Books and Records; Fiscal Year and Method of Accounting.

14.1 At all times during the continuance of the Partnership, the Partners or the Partnership’s Chief Executive Officer shall keep or cause to be kept full and true books of account according to generally accepted accounting principles, in which said books of account shall be entered fully and accurately each transaction of the Partnership.

Page Six

14.2 All of said books or account, together with an executed copy of this Agreement and any amendments thereto, shall at all times be maintained at an office of the Partnership as may be designated for such purpose by the Partners, and shall be open to the inspection and examination of each Partner or his representatives during reasonable business hours.

14.3 Each Partner shall receive (i) annual reports of the Partnership, including an annual balance sheet and an income statement, within 120 days after the close of each calendar year, (ii) annual statements indicating the share of each Partner of the net income, net loss and other relevant items of the Partnership for such calendar year for Federal income tax purposes, within 75 days after the close of such calendar year, (iii) quarterly financial statements and (iv) copies of all demands for payment of an indebtedness of the Partnership and notices of acceleration of the maturity of any such indebtedness.

14.4 The fiscal year or the Partnership shall be the calendar year.

14.5 Profit and loss of the Partnership, for income tax purposes, shall be determined in accordance with the accrual method of accounting.

15 Bank Accounts. All funds of the Partnership shall be deposited in the Partnership name in such bank account or accounts as may be designated by the Partners (or if applicable, the supervisory board). Withdrawals from any such bank account or accounts shall be made upon such signature or signatures as the Partners (or if applicable, the supervisory board) nay designate.

16 Rights and Powers of Partners.

16.1 Except as otherwise provided herein, the Partners shall be responsible for the management and control of the Partnership’s business and affairs with all rights and powers generally conferred by law and necessary or advisable in connection therewith.

Page Seven

16.2 Subject in all respects to the provisions of Section 18.4 hereof, and except as otherwise provided herein, the Partners shall have, on behalf of the Partnership and at the Partnership’s sole expense, the following specific rights and powers relative to their management of the Partnership business:

(a) To authorize and approve all actions with respect to the management, operation, maintenance and running of the Project, including the execution of all necessary or desirable instruments and documents in connection therewith;

(b) To employ such persons, firms, corporations or other legal entitles for the conduct of the business of the Partnership, including, without limitation, chief executive officer(s), planners, engineers, independent brokers, accountants and attorneys, on such reasonable terms and for such reasonable compensation as is in the best interest of the Partnership subject to the prior written approval of fifty-one percent (51%) of the Partnership.

(c) To execute on behalf of the Partnership any loan agreement and take all action on behalf of the Partnership necessary or desirable to effect the consummation of loan transactions contemplated thereby, including, without limitation, the execution and delivery of (i) promissory notes evidencing an indebtedness of the Partnership created by reason of any such loan transaction, (ii) deeds to secure debt and other security instruments securing any such Indebtedness and creating a mortgage or security lien on any Partnership property, and (iii) guaranty agreements providing for the guarantee by the Partnership of the payment of an indebtedness created by reason of any such loan transaction;

(d) To authorize and approve all actions with respect to distributions made by the Partnership and take all actions on behalf of the Partnership in connection therewith;

Page Eight

(e) To authorize and approve the Partnership’s incurring of indebtedness in connection with the Project, or any part thereof, and the execution and delivery of any and all instruments or documents in connection with the incurring of any such indebtedness, including, without limitation, promissory notes of the Partnership evidencing any such indebtedness and security instruments creating a lien on or security interest in any of the Partnership’s property;

(f) To authorize and approve all actions with respect to collection of loans and assessments for the Partnership;

(g) To admit additional Partners and to consent to the substitution of Partners for those Partners disposing of their interests in the Partnership upon the terms set forth herein;

(h) To manage and operate the Partnership business, to obligate and bind the Partnership and to take such action as it shall deem appropriate for the Partnership’s business, including, but not limited to, the power and authority to execute leases and subleases in the name of the Partnership, to further improve the Project, to enter into contracts for the erection of improvements or additions to the Project, to enter into any contract to purchase or sell the Project or any portion thereof for or on behalf of the Partnership and to consumate same, to constitute and appoint agents in the normal course of business, and to do all things necessary in the furtherance of the Partnership business;

(i) To acquire and enter into any contract of insurance which it deems reasonably necessary and proper for the protection of the Partnership’s business operations, for the conservation of the Partnership’s assets, or for any purpose convenient or beneficial to the Partnership;

Page Nine

(j) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Partnership and to commence or defend litigation with respect to the Partnership or any assets of the Partnership as it may deem necessary;

(k) To possess and exercise all of the rights and powers of a Partner under the California Uniform Partnership Act and the other laws of the State of California; subject, however, to the limitations and restrictions imposed upon the Partners by the terms and provisions hereof; and

(1) To execute, acknowledge and deliver any and all instruments and documents to effectuate the foregoing.

17. Duties or Partner: Management of Project.

17.1 The Partners agree to devote to the Partnership such of their time and to render such services as may be reasonably required for the efficient conduct of the business of the Partnership; however, the Partners shall delegate to either a management board described herein or a Chief Executive Officer (CEO) the responsibility for all services normally performed by a manufacturing and sales company, including, without limitation, and at the expense or the Partnership, hiring and firing managers and other personnel, arranging for an advertising and sales program, handling the operation of the Project, arranging for the collection of and accounting of sales and invoices, paying all bills, providing bookkeeping services, purchasing goods and supplies, contracting for repairs, maintaining insurance and such other duties not specifically enumerated that are required for the normal and proper management, maintenance and operation of this type and character of business as described in Section 4. The members of the management board or the CEO shall be paid a compensation pursuant to the terms of a separate agreement and contract between the Partnership or Partners and the management board or the CEO. This compensation, if to a partner, is subordinate to any agreement reached with any creditor or lender concerning the Project.

Page Ten

17.2 The management duties set out in Section 17.1 will be delegated by and at the expense of the Partnership to a management board or a CEO elected by 51% of the Partners and said board may consist of one or more members, provided that the Partners shall remain primarily liable to the Partnership for the performance of such duties and that the following actions and decisions by the management board shall be subject to approval and authorization by 51% of the Partners (or if applicable, the supervisory board);

(a) Loan transactions exceeding $50,000.00;

(b) Capital expenditures exceeding $50,000.00;

(c) Financial investments exceeding $50,000.00

(d) Formation of any subsidiary companies, partnerships or other legal entities;

(e) Real estate transactions;

(f) Finalization of the Partnership’s annual budget;

(g) Finalization of the Partnership’s annual balance sheet and income statement;

(h) Any profit or other distribution to the Partners;

(i) Any other major decisions or expenditures exceeding $50,000.00.

The Partners may establish and elect a supervisory board to make said approvals and authorizations required for the actions and decisions of the management board or CEO as described in the subparagraphs (a) through (i) of this Section 17.2. Said supervisory board, if established and elected shall be elected by 51% of the Partners and said board shall consist of 3 to 7 members for a maximum term of three (3) years each; provided that the Partners shall remain primarily liable to the Partnership for the performance of such duties.

Page Eleven

17.3 All decisions of the Partnership shall be by majority vote of the Partners, except that the admission of a new Partner, retirement of a Partner, expulsion of a Partner, amendment of this Agreement or expenditures for capital improvements in excess of $200,000.00 shall be by unanimous agreement of the Partners and shall not be delegated to either the management board, the CEO or the supervisory board.

17.4 Notwithstanding any provision in this Agreement to the contrary, it is expressly understood and agreed by the Partners that the Partners shall not be required to devote their entire time or attention to the business of the Partnership and they shall not be restricted in any manner from participating or engaging in any other business, investment or profession, other than any business, investment or profession that is competitive with the business of the Partnership, and neither the Partnership nor any of the other Partners shall have any rights in and to any such businesses, professions or investments, or the income or profits derived therefrom.

17.5 The fact that the Partners are directly or indirectly interested in or connected with any person, firm or corporation employed by the Partnership to render or perform a service or from which or to whom the Partnership may buy or sell merchandise or other property shall not prohibit the Partners, on behalf of the Partnership, from employing such person, firm or corporation or from dealing with him or it on customary terms and at competitive rates of compensation, and neither the Partnership nor the Partners thereof shall have any rights in or to any income or profits derived therefrom.

18. Liability and Limitations on Rights and Powers of Partners.

18.1 The Partners shall not be liable to the Partnership or to any other Partner for any acts performed within the scope of the authority conferred on them by this Agreement.

Page Twelve

18.2 Any liability or the Partnership shall first be satisfied out of the assets of the Partnership (including the proceeds of any insurance which the Partnership may recover and any capital contributions), and if such assets shall not be sufficient to satisfy such liability, such liability shall be born by the Partners.

18.3 The Partners, or either of then, shall not be entitled to purchase any property from the Partnership unless such purchase and the terms and conditions pertaining thereto are approved by the affirmative vote or consent of all of the Partners.

18.4 The Partners shall be subject to all the restrictions and liabilities of a Partner in a partnership without limited partners, except that without the prior written concurrence of the other Partner, either Partner shall have no authority to;

(a) Do any act in contravention of this Agreement, or any amendment thereof.

(b) Do any act which would make it impossible to carry on the ordinary business of the Partnership.

(c) Confess a judgment against the Partnership.

(d) Possess Partnership property or assign the rights of the Partnership in specific Partnership property for other than a Partnership purpose.

(e) Admit a person as a general partner of the Partnership, except as otherwise, provided in this Agreement.

(f) Admit a person as a Limited Partner.

(g) Sell, mortgage or ground lease all or any portion of the assets of the Partnership.

(h) Borrow an amount in excess of the cumulative sum of $50,000.00, including any prepayment or modification of any kind.

Page Thirteen

(i) Incur any cost or expense in any one (l) transaction or indebtedness to any one (1) person or entity, which cost, expense or indebtedness is in excess of Five Thousand Dollars ($5,000.00).

(j) Make any voluntary capital contributions or withdrawals.

19. Transfer of Partnership Interests.

19.1 Except as otherwise provided in Section 8.3, the Partners shall not sell, assign, pledge or otherwise encumber or dispose of all or any part of their interests in the Partnership without the prior written consent of all the other Partners and any attempt to do so shall be null and void and of no force or effect whatsoever; provided, however, before any such transfer, the remaining Partner shall have a 60 day initial and exclusive right and option to purchase the other Partner’s interest at the market value as determined by an independent Certified Public Accountant (CPA) agreed upon by all the Partners.

19.2 A Partner’s interest or any portion thereof shall in no event be assigned or transferred to any person who is insane, incompetent, or has not attained his twenty-first birthday or to a person or entity not lawfully empowered to own such interest, and any assignment or transfer directly to a person or entity under such disability may be disregarded by the Partnership at any time in its discretion.

19.3 Notwithstanding any other provision of this Agreement to the contrary, neither Partner shall sell, assign or otherwise dispose of all or any portion of their interest in the Partnership if such sale will result, in the opinion of the legal counsel of the Partnership, in a termination of the Partnership for Federal income tax purposes, unless and until the written consent of the other Partner has been obtained, and any attempt to do so shall for all purposes be deemed null and void and without any force or effect whatsoever.

Page Fourteen

20. Dissolution and Termination of the Partnership.

20.1 Except as otherwise provided herein, the Partnership shall be dissolved, liquidated and terminated upon the occurrence of any of the following events:

(i) Any disposition by the Partnership of all of its assets; or

(ii) The death, dissolution, resignation, adjudication of bankruptcy, insolvency or incapacity of all the Partners.

20.2 Notwithstanding anything to the contrary contained in this Agreement, in the event of the death, dissolution, resignation, adjudication of bankruptcy, insolvency or incapacity of a Partner (the “Withdrawing Partner”), and the continuation of the Partnership’s business by the remaining Partner, the Withdrawing Partner’s future liability, obligations and duties as a Partner of the Partnership shall cease as or the date of the disabling event and, upon the decision to continue the business of the Partnership, the Interest in the Partnership of the Withdrawing Partner shall convert from that of a General Partner to that of a Limited Partner. The Withdrawing Partner shall have the same rights, percentages and preferences to distributions, profits, losses and capital of the Partnership which were applicable to its former ownership of an interest in the Partnership as a general partner, but otherwise and except as herein provided to the contrary, it shall be a Limited Partner in all respects; provided that the conversion shall not affect any obligation of the Partnership to the Withdrawing Partner for compensation, indemnity or repayment of loans pursuant to the provisions hereof. The Withdrawing Partner as a new Limited Partner hereunder shall be entitled to Partnership rights identical to those of any other Limited Partners under California law.

Page Fifteen

21. Gain, Loss and Distribution on Liquidation. Upon any termination of the Partnership, each of the following shall be accomplished:

21.1 The Partners shall cause to be prepared a statement setting forth the assets and liabilities or the Partnership as of the date of termination, and such statement shall be furnished to all of the Partners.

21.2 The property and assets of the Partnership shall be sold and liquidated as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice.

21.3 Any gain realized by the Partnership upon the sale of its property and assets shall be allocated to the Partners (after allocating the appropriate portion of all net income or net losses of the Partnership for the then current year in accordance with Section 11.2) as follows and in the following order of priority.

21.3.1 Gain shall first be allocated to each of the Partners in an amount equal to the respective amount of losses previously allocated to each of them. If the amount of gain is less than the aggregate amount of such losses, then such gain shall be allocated among the Partners proportionately to the amount of losses previously allocated to each of them.

21.3.2 Gain in excess of that allocated in accordance with Section 21.3.1 shall be allocated among the Partners proportionately to the amount of proceeds and assets actually distributed to them in accordance with Section 21.5.

21.4 Any loss incurred by the Partnership upon the sale or other disposition of its property and assets shall be charged to the capital accounts of the Partners as follows:

Vorwerk 80.0%

Plaxicon 20.0%

Page Sixteen

21.5 The proceeds of sale of the Project or any portion thereof and all other assets of the Partnership shall be applied and distributed as follows and in the following order of priority.

21.5.1 To the payment of the debts and liabilities of the Partnership and the expenses of liquidation.

21.5.2 To the setting up of any reserves which the Partners determine are reasonably necessary for any contingent unforeseen liabilities or obligations of the Partnership arising out of, or in connection with, the Partnership. Such reserves shall be paid over to an escrow agent selected by the Partners to be held by such agent as escrowee for the purpose of disbursing such reserves in payment of any of the aforementioned contingencies; provided, however, that at the expiration of such period as the Partners may deem advisable, any such escrow agent shall distribute the balance or such reserves thereafter remaining in accordance with Section 21.5.3.

21.5.3 All remaining proceeds and assets shall be distributed in the same manner as Distributable Profit or Cash Flow is distributable in accordance with the percentages in Section 12.2, provided, however, that in making such distribution, the deficit, if any, in any Partner’s capital account shall be charged against such Partner’s respective share of such proceeds and assets.

21.6 A taking of all or substantially all of the Partnership’s property and assets in condemnation or by eminent domain shall be treated in all respects as a sale of the Partnership’s property and assets upon the termination and liquidation of the Partnership pursuant to this Article 21. In such event, any portion of the property and assets of the Partnership not so taken shall be sold and the proceeds derived therefrom, together with the condemnation award, shall be distributed in the manner provided for in this Section 21.

Page Seventeen

22. Notices. Unless otherwise specified by this Agreement, all notices, demands, elections, requests, consents, approvals or other communications which any party to this Agreement may desire or be required or permitted to give hereunder shall be in writing and be given by mailing the same by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

22.1 To the Partnership at 14426 Bonelli Street, City or Industry (L.A.), California 91744, or at such other address as may be designated by the Partners by notice given as provided in this Article 22 to all of the Partners.

22.2 To the Partners at their respective addresses as set out in Section 6 above, or at such other address or addresses as may be designated by any of such Partners by notice thereof to the other Partners as herein provided.

22.3 To any person or entity who hereafter becomes a Partner of the Partnership, at such address as may be designated by him by notice given to the Partnership as provided in this Article.

22.4 All notices given as in this Article provided shall be deemed to have been given or served on the date so mailed.

23. Amendments. Amendments to this Agreement shall require the approval of all the Partners hereof.

24. Investment Representations. The Partners represent that they are acquiring their interest in the Partnership for their own account, for investment and not with a view to the distribution, assignment or resale thereof.

25. Captions. All titles or captions to sections contained in this Agreement and the table of contents, if any, are for convenience only and shall not be deemed a part of this Agreement.

Page Eighteen

26. Variations of Pronouns. All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons or entity may require. The term Partners as used herein shall be deemed to mean all the Partners.

27. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement, and the signature of any party to any counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart.

28. Governing Law. This Agreement is made pursuant to the provisions of the partnership law of the State of California and shall be construed accordingly.

29. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted respective successors, executors, administrators, legal representatives, heirs and assigns.

30. Entire Agreement. This Agreement contains the entire understanding among the parties and supersedes any prior under-standing and agreement between them respecting the within subject matter. There are no representations, agreements, arrangements or understandings, oral or written, between or among the parties hereto relating to the subject matter or this Agreement which are not fully expressed herein.

31. Severability. This Agreement, is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdictions in which the Partnership does business. If any provision of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent,

Page Nineteen

be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

IN WITNESS WHEREOF, the parties hereto have hereunto executed this Agreement under seal as of the day and year first above written.

PARTNER:		PARTNER:
VORWERK USA, INC.		PLAXICON, INC.
BY:	/s/ Illegible	BY:	/s/ Illegible
	President		President

Attest:	/s/ Illegible	Attest:	/s/ Illegible
	Secretary		Secretary
	(Corporate Seal)		(Corporate Seal)

Page Twenty

EX-3.55

Exhibit 3.55

FORM OF FIRST AMENDMENT

TO

PARTNERSHIP AGREEMENT DATED AS OF MAY 18, 1981

THIS AMENDMENT DATED AS OF JUNE 30, 1981

THIS FIRST AMENDMENT made and entered into by and between VORWERK USA, INC., a Georgia corporation, and PLAXICON, INC., a California corporation, (collectively referred to herein as the “Partners”), in order to clarify Sections 11.1.2 and 12.2 of that certain Partnership Agreement dated as of May 18, 1981 (hereinafter called the “Agreement”);

The Partners hereby amend the Agreement as follows:

Section 11.1.2 of the Agreement is stricken in its entirety and the following inserted in lieu thereof:

11.1.2 The term “capital account” when used in respect of any Partner shall mean the amount of the capital contribution of such Partner, increased by (i) the amount of all additional contributions to the capital of the Partnership made by such Partner, (ii) the amount of all net income allocated to such Partner pursuant to Section 11.2, and (iii) the amount of any gain allocated to such Partner pursuant to Section 21.3, and decreased by (a) the amount of all net losses allocated to such Partner pursuant to Section 11.2, (b) the amount of all Cash Flow and Distributable Profit distributed to such Partner pursuant to Section 12.2, and (c) the amount of any loss charged to the account of said Partner pursuant to Section 21.4.

Except as hereinabove set forth, the Partnership Agreement dated as of May 18, 1981, shall remain otherwise in full force and effect until Dissolution and Termination of the Partnership in accordance with the terms thereof. Likewise, this Amendment shall remain in full force and effect until said dissolution and termination.

IN WITNESS WHEREOF, the parties, who are the Partners, have hereunto executed this Amendment as of the date first above written.

PARTNER:		PARTNER:
VORWERK USA, INC.		PLAXICON, INC.
BY:		BY:	/s/ Illegible
TITLE:		TITLE:	President
ATTEST:	/s/ Illegible	ATTEST:	/s/ Illegible
	Secretary		Secretary

EX-3.56

Exhibit 3.56

SECOND AMENDMENT

TO

PARTNERSHIP AGREEMENT DATED AS OF MAY 18, 1981

THIS SECOND AMENDMENT is made and entered into by and between VORWERK USA, INC., a Delaware corporation, and PLAXICON, INC., a California corporation (collectively referred to herein as the “Partners”), in order to amend Section 9 of that certain Partnership Agreement dated as of May 18, 1981 (herein called the “Agreement”), providing for the formation of Plaxicon Company, a California general partnership.

Section 9 of the Agreement is hereby amended to read as follows:

9. Long Term Collateral Financing. Except as otherwise provided in the last sentence of this paragraph, no collateral financing on the Project shall impose personal liability on the Partnership or upon the Partners. Such non-personal liability shall be achieved by obtaining exculpatory language in all bonds, notes and security documents executed and delivered by the Partnership in connection with such collateral financing. Anything contained herein to the contrary notwithstanding, the provisions of this Section 9 shall not apply to any agreements entered into by the Partnership in connection with the financing of the costs of acquiring, constructing and equipping a manufacturing facility in Autauga County, Alabama.

Except as hereinabove set forth, the Agreement as heretofore amended shall remain otherwise in full force and effect until dissolution and termination of the Partnership in accordance with the terms thereof. Likewise, this Amendment shall remain in full force and effect until said dissolution and termination.

-1-

IN WITNESS WHEREOF, the Partners have hereunto executed this Amendment as of the 16^th day of August, 1988.

PARTNER:		PARTNER:
VORWERK USA, INC.		PLAXICON, INC.
By	/s/ Illegible	By	/s/ Illegible
Title	President	Title	President

ATTEST:	/s/ Illegible	ATTEST:	/s/ Illegible
	Secretary		Secretary
	(Corporate Seal)		(Corporate Seal)

-2-

EX-3.57

Exhibit 3.57

THIRD AMENDMENT

TO

PARTNERSHIP AGREEMENT DATED AS OF OCTOBER 23, 1989

THIS THIRD AMENDMENT TO PARTNERSHIP AGREEMENT is made and entered into by and between VORWERK USA, INC, a Delaware corporation, and PLAXICON, INC., a California corporation (collectively referred to herein as the “Partners”), in order to amend Section 9 of that certain Partnership Agreement dated as of May 18, 1981 (herein called the “Agreement”), providing for the formation of Plaxicon Company, a California general partnership.

Section 9 of the Agreement is hereby amended to read as follows:

9. Long Term Collateral Financing. Except as otherwise provided in the last sentence of this paragraph, no collateral financing on the Project shall impose personal liability on the Partnership or upon the Partners. Such non-personal liability shall be achieved by obtaining exculpatory language in all bonds, notes and security documents executed and delivered by the Partnership in connection with such collateral financing. Anything contained herein to the contrary notwithstanding, the provisions of this Section 9 shall not apply to any agreements entered into by the Partnership in connection with the financing of the costs of acquiring, constructing and equipping a manufacturing facility in (i) Autauga County, Alabama; and (ii) Fulton County, Ohio.

Except as hereinabove set forth, the Agreement as heretofore amended shall remain otherwise in full force and effect until dissolution and termination of the Partnership in accordance with the terms thereof. Likewise, this Amendment shall remain in full force and effect until said dissolution and termination.

1

IN WITNESS WHEREOF, the Partners have hereunto executed this Amendment as of the 26th day of October, 1989.

PARTNER:		PARTNER:
VORWERK USA, INC.		PLAXICON, INC.
By	/s/ Illegible	By	/s/ Illegible
Title	President/CEO	Title	President
ATTEST:	/s/ Illegible	ATTEST:	/s/ Illegible
	ASST. Secretary		Secretary
	(Corporate Seal)		(Corporate Seal)

2

EX-3.58

Exhibit 3.58

FOURTH AMENDMENT TO PARTNERSHIP AGREEMENT

This Fourth Amendment to Partnership Agreement (this “Amendment”) of Plaxicon Company (the “Company”) is made as of September 24, 2010 (the “Effective Date”) by Plaxicon Holding Corporation, a Delaware corporation and Plaxicon, LLC, a California limited liability company (collectively, the “Partners”).

This Amendment is made with reference to the following facts:

A. The Partners entered into the Partnership Agreement as of May 18^th, 1981, as further amended by (i) the First Amendment to Partnership Agreement on June 30, 1981, (ii) the Second Amendment to Partnership Agreement on August 16, 1988 and (iii) the Third Amendment to Partnership Agreement on October 23, 1989 (collectively the “Partnership Agreement”).

B. On the Effective Date, the Partners, by written consent of the Partners, authorized a name change of the Partnership from Plaxicon Company to Graham Packaging PX Company.

C. The Partners desire to amend the Partnership Agreement as provided in this Amendment.

NOW, THEREFORE, the Partners agree to amend the Partnership Agreement as follows:

1. Name of the Company. Section 2 of the Partnership Agreement is amended to read, in its entirety, as follows:

“Name. The name of the Partnership is ‘Graham Packaging PX Company’.”

*****

IN WITNESS WHEREOF, the Partners have executed this Amendment as of the Effective Date.

PARTNERS
Plaxicon, LLC
By:	Plaxicon Holding Corporation, its sole member
	By:	/s/ David W. Bullock
		Name: David W. Bullock
		Title: Chief Financial Officer
Plaxicon Holding Corporation
	By:	/s/ David W. Bullock
		Name: David W. Bullock
		Title: Chief Financial Officer

[Signature Page to Plaxicon Company Fourth Amendment to Partnership Agreement]

EX-3.59

Exhibit 3.59

CERTIFICATE OF INCORPORATION

OF

VORWERK USA, INC.

1. The name of the corporation is VORWERK USA, INC.

2. The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is: To own, operate, manage, and generally conduct, either directly or through subsidiary corporations, the business of buying and selling, manufacturing, assembling, merchandising, and marketing at wholesale and at retail, real and personal property of any and every description which a corporation may lawfully acquire, hold, dispose of and deal, in; and, more particularly, without limiting the generality of the foregoing, to buy and sell household appliances, including vacuum cleaners, mixers, thermomixers, and other related equipment and service; to make investments in other corporations, partnerships, and business ventures of all types; to lend money upon collateral; and to do any and all things and carry on any lawful business necessary, convenient, or proper for the accomplishment of the objects enumerated and for such other purposes which are not inconsistent with the laws under which this Corporation is organized; and to engage in any lawful act or activity for which Corporations may be or are organized under the general Corporation Law of Delaware.

To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise end personal property of every class and description.

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this corporation.

To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trust or persons, public or private, or by the goverment of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

To borrow or raise money for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bulls of exchange, warrants, bonds, debentures and other

Page 2 of 5

negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations or the corporation for its corporate purposes.

To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation’s property and assets, or any interest therein, wherever situated.

In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other law of Delaware or by this Certificate of Incorporation together with any powers Incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation.

The business and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in this certification of incorporation, but the business and purposes specified in each of the foregoing clauses of this article shall be regarded as independent business and purposes.

4. The total number of shares of stock which the corporation shall have authority to issue is Seven Thousand Five Hundred (7500), and the par value of each such share is One ($1.00) Dollar amounting in the aggregate to Seven Thousand Five Hundred and no/100 ($7,500.00) Dollars.

Page 3 of 5

5. (a) The name and mailing address of each incorporator is as follows:

Name	Mailing Address
Frank J. Beltran	Beltran & Pendergast
	1101 Peachtree Center Cain Tower
	229 Peachtree Street, N.E. Atlanta, Georgia 30303-1676
William H. Buckley	Beltran & Pendergast 1101 Peachtree Center Cain Tower
	229 Peachtree Street, N.E. Atlanta, Georgia 30303-1676

5. (b) The name and mailing address of each person, who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows;

Name	Mailing Address
Dr. Jorg Mittelsten Scheld	17-37 Muehlenweg Wupperthal West Germany
Gunter Busch	17-37 Muehlenweg Wupperthal West Germany
Bernd Balders	17-37 Muehlenweg Wupperthal West Germany
Eric Levine	700 Northlake Boulcvard Altamonte Springs, Florida 32701
Thomas McGrath	414 Baynard Cove Hilton Head, South Carolina
Dr. Manfred Leunig	Hauptstrasse 19 8832 Wollerau am Zurichsee Switzerland

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: To make, alter or repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Page 4 of 5

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

WE, THE UNDERSIGNED, being each of the incorporators herein-before named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 17th day of September, 1982.

/s/ Frank J. Geltran

Frank J. Beltran

/s/ William H. Buckley

William H. Buckley

BELTRAN & PENDERGAST

1101 Peachtree Center Cain Tower

229 Peachtree Street, N.E.

Atlanta, Georgia 30303-1676

(404) 658-1101

Page 5 of 5

EX-3.60

Exhibit 3.60

VORWERK USA, INC.

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

Vorwerk USA, Inc., a corporation organised and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

FIRST: that the Board of Directors of the Corporation by unanimous written consent of its members adopted the following resolutions proposing and declaring advisable an amendment to the Certificate of Incorporation of the Corporation:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing Article 1 thereof, so that the new article provides as follows:

“l. The name of the corporation is Plaxicon Holding Corporation.”

RESOLVED, that the above–referenced amendment be and hereby is declared advisable.

SECOND: that the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the state of Delaware.

THIRD: that the amendment was duly adopted in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned have executed this certificate as of this March 29, 1995.

VORWERK USA, INC.
by:	/s/ Illegible
	President

EX-3.61

Exhibit 3.61

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Plaxicon Holding Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board of Directors, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation, as amended, of Plaxicon Holding Corporation be amended by changing ARTICLE ONE thereof so that, as amended, said Article shall be and read as follows:

“The name of the Corporation is Graham Packaging PX Holding Corporation.”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

******

IN WITNESS WHEREOF, said Plaxicon Holding Corporation has caused this certificate to be signed by David W. Bullock, its Chief Financial Officer, this 24th day of September, 2010.

PLAXICON HOLDING CORPORATION
/s/ David W. Bullock
By:	David W. Bullock
Its:	Chief Financial Officer

EX-3.62

Exhibit 3.62

BY-LAWS

OF

PLAXICON HOLDING CORPORATION

ARTICLE I

Offices

Section 1. The registered office shall be in the City of Dover, County of Kent, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Meetings of Stockholders

Section 1. All meetings of the stockholders shall be held at such place as may be fixed from time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders shall be held on the first Monday of June of each year if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof, at which the stockholders shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president, and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.

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Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

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Section 10. Each stockholder shall, at every meeting of the stockholders, be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

Directors

Section 1. The number of directors which shall constitute the whole board shall be not less one (1) nor more than nine (9). The number of directors of the corporation may be increased or decreased from time to time within this range of one (1) to nine (9) directors, without further amendment to this section, by the affirmative vote of a majority of directors then entitled to vote thereon. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Directors need not be stockholders.

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Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by the sole remaining director, and each director so chosen shall hold office until his successor is elected and qualified, or until his earlier resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 3. The business of the corporation shall be managed by or under the direction of the board of directors which may exercise all such powers of the corporation and do all such lawful acts as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Meetings of the Board of Directors

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver of notice signed by all of the directors.

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Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on two (2) days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president in like manner and on like notice on the written request of two or more directors.

Section 8. At all meetings of the board a majority of the total number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes or proceedings of the board or committee.

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Section 10. Compensation of Directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

Notices

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

Officers

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a chairman of the board, a president, a vice-president, a secretary and a

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treasurer. The board of directors may elect additional vice-presidents and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a chairman of the board, a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation may be filled by the board of directors.

Section 6. The Chairman of the Board. The chairman of the board, if there be a chairman, shall preside at all meetings of the stockholders, of the board of directors and of the executive committee, if any, and he shall have such other powers and duties as the board of directors may from time to time prescribe. He may execute contracts in the name of the corporation. He may sign, with the secretary, assistant secretary, treasurer or assistant treasurer, certificates for shares of the corporation, and may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the board of directors have authorized to be

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executed except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed.

Section 7. The President. The president shall be the chief executive officer of the corporation and shall have the general direction of the affairs of the corporation except as otherwise prescribed by the board of directors. In the absence of the chairman of the board, he shall preside at all meetings of the stockholders, of the board of directors and of the executive committee, if any, and shall designate the acting secretary for such meetings to take the minutes thereof for delivery to the secretary. He may execute contracts in the name of the corporation and appoint and discharge agents and employees of the corporation. He may sign, with the secretary, assistant secretary, treasurer or assistant treasurer, certificates for shares of the corporation, and may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the board of directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; appoint and discharge agents and employees of the corporation, and in general, shall perform all duties incident to the office of president. The president shall be ex-officio a member of all committees.

Section 8. The Vice-Presidents. In the absence of the president or in the event of his inability or refusal to act, the vice-president, if there be any, (or in the event there be more than one vice-president, the vice-presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and

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when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

The Secretary and Assistant Secretary

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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The Treasurer and Assistant Treasurers

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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ARTICLE VI

Certificate of Stock

Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Where a certificate is countersigned (i) by a transfer agent other than the corporation or its employee, or (ii) by a registrar other than the corporation or its employee, any of or all the signatures of the officers of the corporation may be a facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be an officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

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Section 3. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. Transfers of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 5. Fixing Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or

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entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 6. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

Indemnification

Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a parry to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation

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as a director, officer or trustee of another Corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action or inaction in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists as of the date hereof or as may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide both prior to such amendment and as of the date hereof), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer or trustee and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Article VII shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in connection with any such Proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is

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rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a Proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article VII or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors, officers and trustees.

Section 2. Right of Claimant to Bring Suit. If a claim under paragraph (a) of this Article VII is not paid in full by the Corporation within thirty days after written notice thereof has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation, and as to any such other action as to which it shall not be a defense) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including the Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct

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under the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including the Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Non-Exclusivity of Rights. The rights to indemnification and the payment of expenses incurred in connection with a Proceeding in advance of its final disposition conferred in this Article VII shall not be (and they shall not be deemed to be) exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4. Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, trustee, employee or agent of the Corporation or another Corporation, or of a partnership, joint venture, trust or other enterprise against any expense, liability or loss (as such terms are used in this Article VII), whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

Section 5. Construction and Presumption. This Article VII shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with a Proceeding in advance of its final disposition and there shall be a rebuttable presumption that a claimant under this Article VII is entitled to such indemnification and the Corporation shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

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Section 6. Confidentiality. Any finding that a person asserting a claim for indemnification pursuant to this Article VII is not entitled to such indemnification, and any information which may support such Finding, shall be held in confidence to the extent permitted by law and shall not be disclosed to any third party.

Section 7. Severability. If any provision of this Article VII shall be deemed invalid or unenforceable, the Corporation shall remain obligated to indemnification and advance expenses subject to all those provisions of this Article VII which are not invalid or unenforceable.

Section 8. No Diminution by Amendment of By-laws; Non-exclusive Effect. The foregoing provisions of this Article VII shall be deemed to be a contract between the corporation and each director and officer who serves in such capacity at any time while this by-law is in effect, any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any director or officer may be entitled apart from the provisions of this Article VII. The board of directors in its discretion shall have power on behalf of the corporation to indemnify any person, other than a director or officer, made a parry to any action, suit or proceeding by reason of the fact that he, his testator or intestate is or was an employee of the corporation.

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Section 9. Exculpation. No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this Article VII shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article VII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE VIII

Amendments

These By-Laws may be amended, altered, or repealed and new By-Laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the By-Laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.63

Exhibit 3.63

ARTICLES OF INCORPORATION

OF

PLAXICON, INC.

I

The name of this corporation is PLAXICON, INC.

II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

The name and address in the State of California of the corporation’s initial agent for service of process is: Paul S. Leevan, 3345 Wilshire Boulevard, Suite 1107, Los Angeles, California 90010.

1.

IV

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 2,000,000.

DATED: September 9, 1980

/s/ Paul S. Leevan

Paul S. Leevan

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/ Paul S. Leevan

Paul S. Leevan

2.

EX-3.64

Exhibit 3.64

CERTIFICATE AMENDMENT

OF

ARTICLES OF INCORPORATION

Manfred Leunig and Jochin Sarrazin certify that:

1. They are the president and the secretary, respectively, of Plaxicon, Inc., a California corporation.

2. The articles of incorporation of this corporation are amended by the addition of Articles V and VI reading, in their entirety, as follows:

“V: The liability of directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. Any amendment, modification or repeal of this Article by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation in respect of any act of omission occurring prior to the time of such amendment, modification or repeal.”

“VI: The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the corporation Code) for breach of duty to the corporation and its shareholders through bylaw provision or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporation Code.”

3. The forgoing amendment of articles of incorporation has been duly approved by the board of directors.

4. The forgoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporation Code. The total number of outstanding shares of the corporation is one hundred. The number of Shares Voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

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We further declare under penalty of perjury under the laws of the State of California that the matters act forth in this certificate are true and correct of our own knowledge.

Date: August 3rd, 1992

/s/ Manfred Leunig

Manfred Leunig, President

/s/ Jochin Sarrazin

Jochin Sarrazin, Secretary

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EX-3.65

Exhibit 3.65

EX-3.66

Exhibit 3.66

EX-3.67

Exhibit 3.67

SINGLE MEMBER OPERATING AGREEMENT

This Single Member Operating Agreement for Plaxicon, LLC, a California limited liability company (the “Company”) is made as of December 29, 2006 by Plaxicon Holding Corporation, a Delaware corporation, its sole member (the “Member”).

1. Formation of the Company. The Company was formerly Plaxicon, Inc., a California corporation. The Company has been converted to a limited liability company pursuant to Sections 1150-1160 of the California Corporations Code.

2. Name of the Company. The name of the Company shall be Plaxicon, LLC.

3. Registered Office and Registered Agent. The Company’s registered agent in the State of California is Alex Iniguez, and the address of the registered agent in such state is 10660 Acacia, Rancho Cucamonga, California 91730.

4. Purpose. The purpose and business of the Company shall be any business which may lawfully be conducted by a limited liability company under the Berverly-Killea Limited Liability Company Act.

5. Term. Unless sooner terminated as permitted by the Act, the duration of the Company shall be perpetual.

6. Management. The management of the Company shall be conducted by the members.

7. Amendment. This Agreement may be amended or terminated by execution of an instrument so providing, signed by the sole member of the Company.

IN WITNESS WHEREOF, this Single Member Operating Agreement has been executed as of the date first above written.

PLAXICON, INC.
By:	/s/ Billy Williams
	Chairman

EX-3.68

Exhibit 3.68

CERTIFICATE OF INCORPORATION

OF

WCK-L HOLDINGS, INC.

FIRST: The name of the corporation is: WCK-L HOLDINGS, INC.

SECOND: The address of its registered office in the State of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent 19901. The name of its registered agent at such address is The Prentice-Hall Corporation System, Inc.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same may be amended from time to time (“GCL”).

FOURTH: The total number of shares of all classes of stock which the corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value.

FIFTH: The name and mailing address of the incorporator is Victor A. Pollak, 10 South Wacker Drive, Suite 4000, Chicago, Illinois 60606.

SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

SEVENTH: The election of directors need not be by written ballot.

EIGHTH: The corporation shall indemnify, and advance expenses to, each director, officer, trustee, employee or agent of the corporation and each person who is or was serving at the request of the corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in the manner and to the fullest extent provided in Section-145 of the GCL as the same now exists or may hereafter be amended. No amendment to or repeal of this Article EIGHTH shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

NINTH: No director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL or any successor provision, or (iv) for any transaction from which the director derived an improper personal benefit.

THE UNDERSIGNED, being the incorporator hereinabove named, for the purposes of forming a corporation pursuant to the GCL, does hereunto set his hand and seal this 7th day of November 1990.

/s/ Victor A. Pollak

Victor A. Pollak, Incorporator

EX-3.69

Exhibit 3.69

BY-LAWS

OF

WCK-L HOLDINGS, INC.

ARTICLE I

Offices

Section 1. The registered office shall be in the City of Dover, County of Kent, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Meetings of Stockholders

Section 1. All meetings of the stockholders shall be held at such place as may be fixed from time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders shall be held on the first Monday in March not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 a.m., or at such other date and time as shall be designated from

time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof, at which the stockholders shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

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Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president, and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all

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meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

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Section 10. Each stockholder shall, at every meeting of the stockholders, be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE III

Directors

Section 1. The number of directors which shall constitute the whole board shall be one (1). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by the sole remaining director, and each director so chosen shall hold office until his successor is elected and qualified, or until his earlier resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 3. The business of the corporation shall be managed by or under the direction of the board of directors which may exercise all such powers of the corporation and do all such lawful acts as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

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Meetings of the Board of Directors

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver of notice signed by all of the directors.

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Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on two (2) days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president in like manner and on like notice on the written request of two or more directors.

Section 8. At all meetings of the board a majority of the total number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all

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members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Compensation of Directors

Section 10. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

Notices

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the

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records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

Officers

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a chairman of the board, a vice-chairman of the board, a president, a vice-president, a secretary and a treasurer. The board of directors may elect additional vice-presidents and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

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Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation may be filled by the board of directors.

The Chairman of the Board

Section 6. The chairman of the board, if there be a chairman, shall preside at all meetings of the stockholders, of the board of directors and of the executive committee, if any, and he

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shall have such other powers and duties as the board of directors may from time to time prescribe. He may execute contracts in the name of the corporation. He may sign, with the secretary, assistant secretary, treasurer or assistant treasurer, certificates for shares of the corporation, and may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the board of directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed.

The Vice-chairman of the Board

Section 7. In the absence of the chairman of the board, or in the event of his inability or refusal to act, the vice-chairman shall perform the duties of the chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the chairman. The vice-chairman shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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The President

Section 8. The president shall be the chief executive officer of the corporation and shall have the general direction of the affairs of the corporation except as otherwise prescribed by the board of directors. In the absence of the chairman of the board, he shall preside at all meetings of the stockholders, of the board of directors and of the executive committee, if any, and shall designate the acting secretary for such meetings to take the minutes thereof for delivery to the secretary. He may execute contracts in the name of the corporation and appoint and discharge agents and employees of the corporation. He may sign, with the secretary, assistant secretary, treasurer or assistant treasurer, certificates for shares of the corporation, and may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the board of directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; appoint and discharge agents and employees of the corporation, and in general, shall perform all duties incident to the office of president. The president shall be ex-officio a member of all committees.

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The Vice-Presidents

Section 9. In the absence of the president or in the event of his inability or refusal to act, the vice-president, if there be any, (or in the event there be more than one vice-president, the vice-presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

The Secretary and Assistant Secretary

Section 10. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all

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meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 11. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

The Treasurer and Assistant Treasurers

Section 12. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate

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accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 13. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 14. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 15. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined

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by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

Certificate of Stock

Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to

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represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Where a certificate is countersigned (i) by a transfer agent other than the corporation or its employee, or (ii) by a registrar other than the corporation or its employee, any of or all the signatures of the officers of the corporation may be a facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be an officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

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Lost Certificates

Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Transfers of Stock

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession,

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assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Fixing Record Date

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

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Registered Stockholders

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

Indemnification

Section 1. In General. The corporation shall indemnify (a) any person who was a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees)

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actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (b) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any such action, suit or proceeding, in each case to the fullest extent permissible under Section 145 of the Delaware General Corporation Law, as amended from time to time, or the indemnification provisions of any successor statute.

Section 2. No Diminution by Amendment of By-laws; Non-exclusive Effect. The foregoing provisions of this Article VII shall be deemed to be a contract between the corporation and each director and officer who serves in such capacity at any time while this by-law is in effect, any repeal or modification thereof shall not affect any rights or obligations then existing with respect to

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any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any director or officer may be entitled apart from the provisions of this Article VII. The board of directors in its discretion shall have power on behalf of the corporation to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate is or was an employee of the corporation.

ARTICLE VIII

Amendments

These by-laws may be altered, amended or repealed or new by-laws may be adopted by the board of directors at any regular meeting of the board of directors or at any special meeting of the board of directors.

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EX-3.70

Exhibit 3.70

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is Graham Packaging GP Acquisition LLC

Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington. Zip code 19801. The name of its Registered agent at such address is The Corporation Trust Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                                          .”)

Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 31^st day of August, 2010.

By:	/s/ Thomas C. Hallowell
	Authorized Person (s)

Name: Thomas C. Hallowell

EX-3.71

Exhibit 3.71

LIMITED LIABILITY COMPANY AGREEMENT

OF

GRAHAM PACKAGING GP ACQUISITION LLC

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Act”).

1. Name. The name of the Company shall be Graham Packaging GP Acquisition LLC, or such other name as the Members may from time to time hereafter designate.

2. Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth therefore in Section 18-101 of the Act.

3. Purpose. The Company is formed for the purpose of engaging in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business. The Company shall have the power to engage in all activities and transactions which the Members deem necessary or advisable in connection with the foregoing.

4. Offices.

(a) The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as the Members may designate from time to time.

(b) The registered office of the Company in the State of Delaware shall be located at c/o The Corporation Trust Company, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be The Corporation Trust Company, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801. The Members may from time to time change the registered agent or office by an amendment to the certificate of formation of the Company.

5. Members. The name and address of each Member of the Company are as set forth on Schedule A attached hereto. The business and affairs of the Company shall be managed by the Members. The Members shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Delaware. Each Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the certificate of formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The execution by one Member of any of the foregoing certificates (and any amendments and/or restatements thereof) shall be sufficient.

6. Term. The term of the Company shall commence on the date of filing of the certificate of formation of the Company and shall continue until the Company is dissolved and its affairs are wound up in accordance with Section 13 of this Agreement and a certificate of cancellation is filed in accordance with the Act.

7. Management of the Company. Any action to be taken by the Company shall require the affirmative vote of Members holding a majority of the Limited Liability Company Interests of the Company (except as otherwise expressly provided herein). Any action so approved may be taken by any Member on behalf of the Company and any action so taken shall bind the Company.

8. Capital Contributions. Members shall make capital contributions to the Company in such amounts and at such times as they shall mutually agree pro rata in accordance with profit sharing interests as set forth in Schedule A hereof (“Profit Sharing Interests”), which amounts shall be set forth in the books and records of the Company.

9. Assignments of Member Interest. A member may not sell, assign, pledge or otherwise transfer or encumber (collectively, a “Transfer”) any of its Limited Liability Company Interest in the Company to any Person without the written consent of the other Members, which consent may be granted or withheld in each of their sole and absolute discretion.

10. Resignation. No Member shall have the right to resign from the Company except with the consent of all of the Members and upon such terms and conditions as may be specifically agreed upon between the resigning Member and the remaining Members. The provisions hereof with respect to distributions upon resignation are exclusive and no Member shall be entitled to claim any further or different distribution upon resignation under Section 18-604 of the Act or otherwise.

11. Allocations and Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Members may determine. Distributions shall be made to (and profits and losses of the Company shall be allocated among) Members pro rata in accordance with each of their Profit Sharing Interests, or in such other manner and in such amounts as all of the Members shall agree from time to time and which shall be reflected in the books and records of the Company.

12. Return of Capital. No Member has the right to receive any distributions which include a return of all or any part of such Member’s capital contribution, provided that upon the dissolution and winding up of the Company, the assets of the Company shall be distributed as provided in Section 18-804 of the Act.

13. Dissolution. The Company shall be dissolved and its affairs wound up upon the occurrence of an event causing a dissolution of the Company under Section 18-801 of the Act, except the Company shall not be dissolved upon the occurrence of an event that terminates the

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continued membership of a Member if (i) at the time of the occurrence of such event there are at least two (2) Members of the Company, or (ii) within ninety (90) days after the occurrence of such event, all remaining Members agree in writing to continue the business of the Company and to the appointment, effective as of the date of such event, of one or more additional Members.

14. Amendments. This Agreement may be amended only upon the written consent of all of the Members.

15. Miscellaneous. The Members shall not have any liability for the debts, obligations or liabilities of the Company except to the extent provided by the Act. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without regard to conflict of law rules.

16. Officers. The Company, and each Member on behalf of the Company, acting singly or jointly, may employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Members), including employees and agents who may be designated as Members), including employees and agents who may be designated as officers with titles, including , but not limited to, “chairman,” “chief executive officer,” “president,” “vice president,” “treasurer,” “secretary,” “managing director,” “chief financial officer,” “assistant treasurer” and “assistant secretary” as and to the extent authorized by the Members.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of August 31, 2010.

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By:	/s/ Thomas C. Hallowell
	Thomas C. Hallowell
	Vice President, Finance, Assistant Secretary & Assistant Treasurer

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SCHEDULE A

Name and Address of Members	Profit Sharing Interests
Graham Packaging PET Technologies Inc.	100%
2401 Pleasant Valley Road
York, Pennsylvania 17402

EX-3.72

Exhibit 3.72

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

First: The name of the limited liability company is Graham Packaging LP Acquisition LLC

Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington. Zip code 19801. The name of its Registered agent at such address is The Corporation Trust Company

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                                          .”)

Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 31^st day of August, 2010.

By:	/s/ Thomas C. Hallowell
	Authorized Person (s)

Name: Thomas C. Hallowell

EX-3.73

Exhibit 3.73

LIMITED LIABILITY COMPANY AGREEMENT

OF

GRAHAM PACKAGING LP ACQUISITION LLC

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Act”).

1. Name. The name of the Company shall be Graham Packaging LP Acquisition LLC, or such other name as the Members may from time to time hereafter designate.

2. Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth therefore in Section 18-101 of the Act.

3. Purpose. The Company is formed for the purpose of engaging in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business. The Company shall have the power to engage in all activities and transactions which the Members deem necessary or advisable in connection with the foregoing.

4. Offices.

(a) The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as the Members may designate from time to time.

(b) The registered office of the Company in the State of Delaware shall be located at c/o The Corporation Trust Company, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be The Corporation Trust Company, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801. The Members may from time to time change the registered agent or office by an amendment to the certificate of formation of the Company.

5. Members. The name and address of each Member of the Company are as set forth on Schedule A attached hereto. The business and affairs of the Company shall be managed by the Members. The Members shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Delaware. Each Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the certificate of formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The execution by one Member of any of the foregoing certificates (and any amendments and/or restatements thereof) shall be sufficient.

6. Term. The term of the Company shall commence on the date of filing of the certificate of formation of the Company and shall continue until the Company is dissolved and its affairs are wound up in accordance with Section 13 of this Agreement and a certificate of cancellation is filed in accordance with the Act.

7. Management of the Company. Any action to be taken by the Company shall require the affirmative vote of Members holding a majority of the Limited Liability Company Interests of the Company (except as otherwise expressly provided herein). Any action so approved may be taken by any Member on behalf of the Company and any action so taken shall bind the Company.

8. Capital Contributions. Members shall make capital contributions to the Company in such amounts and at such times as they shall mutually agree pro rata in accordance with profit sharing interests as set forth in Schedule A hereof (“Profit Sharing Interests”), which amounts shall be set forth in the books and records of the Company.

9. Assignments of Member Interest. A member may not sell, assign, pledge or otherwise transfer or encumber (collectively, a “Transfer”) any of its Limited Liability Company Interest in the Company to any Person without the written consent of the other Members, which consent may be granted or withheld in each of their sole and absolute discretion.

10. Resignation. No Member shall have the right to resign from the Company except with the consent of all of the Members and upon such terms and conditions as may be specifically agreed upon between the resigning Member and the remaining Members. The provisions hereof with respect to distributions upon resignation are exclusive and no Member shall be entitled to claim any further or different distribution upon resignation under Section 18-604 of the Act or otherwise.

11. Allocations and Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Members may determine. Distributions shall be made to (and profits and losses of the Company shall be allocated among) Members pro rata in accordance with each of their Profit Sharing Interests, or in such other manner and in such amounts as all of the Members shall agree from time to time and which shall be reflected in the books and records of the Company.

12. Return of Capital. No Member has the right to receive any distributions which include a return of all or any part of such Member’s capital contribution, provided that upon the dissolution and winding up of the Company, the assets of the Company shall be distributed as provided in Section 18-804 of the Act.

13. Dissolution. The Company shall be dissolved and its affairs wound up upon the occurrence of an event causing a dissolution of the Company under Section 18-801 of the Act, except the Company shall not be dissolved upon the occurrence of an event that terminates the

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continued membership of a Member if (i) at the time of the occurrence of such event there are at least two (2) Members of the Company, or (ii) within ninety (90) days after the occurrence of such event, all remaining Members agree in writing to continue the business of the Company and to the appointment, effective as of the date of such event, of one or more additional Members.

14. Amendments. This Agreement may be amended only upon the written consent of all of the Members.

15. Miscellaneous. The Members shall not have any liability for the debts, obligations or liabilities of the Company except to the extent provided by the Act. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without regard to conflict of law rules.

16. Officers. The Company, and each Member on behalf of the Company, acting singly or jointly, may employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Members), including employees and agents who may be designated as Members), including employees and agents who may be designated as officers with titles, including , but not limited to, “chairman,” “chief executive officer,” “president,” “vice president,” “treasurer,” “secretary,” “managing director,” “chief financial officer,” “assistant treasurer” and “assistant secretary” as and to the extent authorized by the Members.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of August 31, 2010.

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By:	/s/ Thomas C. Hallowell
	Thomas C. Hallowell
	Vice President, Finance, Assistant Secretary & Assistant Treasurer

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SCHEDULE A

Name and Address of Members	Profit Sharing Interests
Graham Packaging PET Technologies Inc. 2401 Pleasant Valley Road York, Pennsylvania 17402	100%

EX-4.7

Exhibit 4.7

REGISTRATION RIGHTS AGREEMENT

Dated as of November 24, 2009

Among

GRAHAM PACKAGING COMPANY, L.P.,

GPC CAPITAL CORP. I,

THE GUARANTORS NAMED HEREIN

and

DEUTSCHE BANK SECURITIES INC.,

CITIGROUP GLOBAL MARKETS INC.

and

GOLDMAN, SACHS & CO.

8  ¹/4% Senior Notes due 2017

TABLE OF CONTENTS

		Page
1.	Definitions	1
2.	Exchange Offer	5
3.	Shelf Registration	8
4.	Additional Interest	9
5.	Registration Procedures	10
6.	Registration Expenses	18
7.	Indemnification and Contribution	19
8.	Rule 144A	23
9.	Underwritten Registrations	23
10.	Miscellaneous	23

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is dated as of November 24, 2009, among GRAHAM PACKAGING COMPANY, L.P., a Delaware limited partnership (the “Company”), and GPC CAPITAL CORP. I, a Delaware corporation, as issuers (the “Company Issuers”), GRAHAM PACKAGING HOLDINGS COMPANY, a Pennsylvania limited partnership (“Holdings”) and the guarantors listed on the signature pages hereto, (each, a “Guarantor”, and together with Holdings, the “Guarantors”). The Company Issuers and the Guarantors are collectively referred to as the “Issuers,” and CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC. and GOLDMAN, SACHS & CO., as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) named on Schedule II to the Purchase Agreement (as defined below).

This Agreement is entered into in connection with the Purchase Agreement, dated as of November 18, 2009, between the Company Issuers and the Initial Purchasers (the “Purchase Agreement”), which provides for, among other things, the sale by the Company Issuers to the Initial Purchasers of $253,378,000 aggregate principal amount of the Company Issuers’ 8 ¹/4% Senior Notes Due 2017 (the “Notes”). The Notes are issued under an indenture, dated as of November 24, 2009 (as amended or supplemented from time to time, the “Indenture”), among the Company Issuers, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to unconditionally guarantee (collectively, the “Guarantees”) on a senior basis the Company Issuers’ obligations under the Notes and the Indenture. The Notes and the Guarantees are collectively referred to as the “Securities.” In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and, except as otherwise set forth herein, any subsequent holder or holders of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the Purchase Agreement.

The parties hereby agree as follows:

1. Definitions

As used in this Agreement, the following terms shall have the following meanings:

Additional Interest: See Section 4(a) hereof.

Advice: See the last paragraph of Section 5 hereof.

Agreement: See the introductory paragraphs hereto.

Applicable Period: See Section 2(b) hereof.

Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under the Exchange Act.

Company: See the introductory paragraphs hereto.

Effectiveness Date: With respect to any Shelf Registration Statement, the 90th day after the Filing Date with respect thereto; provided, however, that if the Effectiveness Date would otherwise fall on a day that is not a Business Day, then the Effectiveness Date shall be the next succeeding Business Day.

Effectiveness Period: See Section 3(a) hereof.

Event Date: See Section 4(b) hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

Exchange Notes: See Section 2(a) hereof.

Exchange Offer: See Section 2(a) hereof.

Exchange Offer Registration Statement: See Section 2(a) hereof.

Exchange Securities: See Section 2(a) hereof.

Filing Date: The 90th day after the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof; provided, however, that if the Filing Date would otherwise fall on a day that is not a Business Day, then the Filing Date shall be the next succeeding Business Day.

FINRA: See Section 5(r) hereof.

Guarantees: See the introductory paragraphs hereto.

Guarantors: See the introductory paragraphs hereto.

Holder: Any holder of a Registrable Security or Registrable Securities.

Indenture: See the introductory paragraphs hereto.

Information: See Section 5(n) hereof.

Initial Purchasers: See the introductory paragraphs hereto.

Initial Shelf Registration: See Section 3(a) hereof.

Inspectors: See Section 5(n) hereof.

Issue Date: November 24, 2009, the date of original issuance of the Notes.

Issuer: See the introductory paragraphs hereto.

New Guarantees: See Section 2(a) hereof.

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Notes: See the introductory paragraphs hereto.

Participant: See Section 7(a) hereof.

Participating Broker-Dealer: See Section 2(b) hereof.

Person: An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity.

Private Exchange: See Section 2(b) hereof.

Private Exchange Notes: See Section 2(b) hereof.

Prospectus: The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rules 430A or 430C under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Purchase Agreement: See the introductory paragraphs hereof.

Records: See Section 5(n) hereof.

Registrable Securities: Each Security upon its original issuance and at all times subsequent thereto, each Exchange Security as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note upon original issuance thereof and at all times subsequent thereto, and, in each case, the related Guarantees, until, in each case, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Securities as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement) covering such Security, Exchange Security or Private Exchange Note (and the related Guarantees) has been declared effective by the SEC and such Security, Exchange Security or such Private Exchange Note (and the related Guarantees), as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Security has been exchanged pursuant to the Exchange Offer for an Exchange Security or Exchange Securities that may be resold without restriction under state and federal securities laws, (iii) such Security, Exchange Security or Private Exchange Note (and the related Guarantees), as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) the later of (x) the date which is two years after the date the Notes were originally issued and (y) the date upon which such Note, Exchange Note (and the related Guarantees) or Private Exchange Note has been resold in compliance with Rule 144 provided such Note, Exchange Note or Private Exchange Note does not bear any restrictive legend relating to the Securities Act and does not bear a restricted CUSIP number.

Registration Statement: Any registration statement of the Company Issuers that cover any of the Securities, the Exchange Securities or the Private Exchange Notes (and the related Guarantees) filed with the SEC under the Securities Act, including, in each case, the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

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Rule 144: Rule 144 under the Securities Act.

Rule 144A: Rule 144A under the Securities Act.

Rule 405: Rule 405 under the Securities Act.

Rule 415: Rule 415 under the Securities Act.

Rule 424: Rule 424 under the Securities Act.

SEC: The U.S. Securities and Exchange Commission.

Securities: See the introductory paragraphs hereto.

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

Shelf Notice: See Section 2(c) hereof.

Shelf Registration: See Section 3(b) hereof.

Shelf Registration Statement: Any Registration Statement relating to a Shelf Registration.

Shelf Suspension Period: See Section 3(a) hereof.

Subsequent Shelf Registration: See Section 3(b) hereof.

TIA: The Trust Indenture Act of 1939, as amended.

Trustee: The trustee under the Indenture and the trustee under any indenture (if different) governing the Exchange Securities and Private Exchange Notes (and the related Guarantees).

Underwritten registration or underwritten offering: A registration in which securities of the Company Issuers are sold to an underwriter for reoffering to the public.

Except as otherwise specifically provided, all references in this Agreement to acts, laws, statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements (collectively, “Regulatory Requirements”) shall be deemed to refer also to any amendments thereto and all subsequent Regulatory Requirements adopted as a replacement thereto having substantially the same effect therewith; provided that Rule 144 shall not be deemed to amend or replace Rule 144A.

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2. Exchange Offer

(a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Company Issuers shall use their reasonable best efforts to file with the SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Securities for a like aggregate principal amount of debt securities of the Company Issuers (the “Exchange Notes”), guaranteed, to the extent applicable, on an unsecured senior basis by the Guarantors (the “New Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are identical in all material respects to the Notes, as applicable, except that (i) the Exchange Notes shall contain no restrictive legend thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on such Notes or, if no such interest has been paid, from the Issue Date and (iii) which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Company Issuers shall use their reasonable best efforts to (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to the Exchange Offer; (y) keep the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 365th day following the Issue Date.

Each Holder (including, without limitation, each Participating Broker-Dealer) that participates in the Exchange Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Company Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Securities acquired in exchange for Registrable Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Securities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder has an arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company Issuers or, if it is an affiliate of the Company Issuers, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange Securities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Securities for its own account in exchange for Securities that were acquired as a result of other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder).

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Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Notes (and the related Guarantees), Exchange Securities as to which Section 2(c)(iv) is applicable and Exchange Securities held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.

No securities other than the Exchange Securities and the Notes (and the related guarantees) shall be included in the Exchange Offer Registration Statement.

(b) The Company Issuers shall include within the Prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies represent the prevailing views of the staff of the SEC. Such “Plan of Distribution” section shall also expressly permit, to the extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by all Participating Broker-Dealers, and include a statement describing the means by which Participating Broker-Dealers may resell the Exchange Securities in compliance with the Securities Act.

The Company Issuers shall use their reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time as is necessary to comply with applicable law in connection with any resale of the Exchange Securities; provided, however, that such period shall not be required to exceed 90 days, such longer period if extended pursuant to the last paragraph of Section 5 hereof (the “Applicable Period”).

If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Notes acquired by them that have the status of an unsold allotment in the initial distribution, the Company Issuers, upon the request of the Initial Purchasers, shall simultaneously with the delivery of the Exchange Notes issue and deliver to the Initial Purchasers, in exchange (the “Private Exchange”) for such Notes held by any such Holder, a like principal amount of notes (the “Private Exchange Notes”) of the Company Issuers, guaranteed by the Guarantors, that are identical in all material respects to the Exchange Notes except for the placement of a restrictive legend on such Private Exchange Notes. The Private Exchange Notes shall be issued pursuant to the same indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes if permitted by the CUSIP Service Bureau.

In connection with the Exchange Offer, the Company Issuers shall:

(1) mail, or cause to be mailed, to each Holder of record entitled to participate in the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

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(2) use their respective reasonable best efforts to keep the Exchange Offer open for not less than 20 Business Days from the date that notice of the Exchange Offer is mailed to Holders (or longer if required by applicable law);

(3) utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York or in Wilmington, Delaware;

(4) permit Holders to withdraw tendered Notes at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer remains open; and

(5) otherwise comply in all material respects with all laws, rules and regulations applicable to the Exchange Offer.

As soon as practicable after the close of the Exchange Offer and any Private Exchange, the Company Issuers shall:

(1) accept for exchange all Registrable Securities validly tendered and not validly withdrawn pursuant to the Exchange Offer and any Private Exchange;

(2) deliver to the Trustee for cancellation all Registrable Securities so accepted for exchange; and

(3) cause the Trustee to authenticate and deliver promptly to each Holder of Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to the Notes of such Holder so accepted for exchange; provided that, in the case of any Notes held in global form by a depositary, authentication and delivery to such depositary of one or more replacement Notes in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery requirement.

The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable law or any applicable interpretation of the staff of the SEC; (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Company Issuers to proceed with the Exchange Offer or the Private Exchange, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Company Issuers; and (iii) all governmental approvals shall have been obtained, which approvals the Company Issuers deem necessary for the consummation of the Exchange Offer or Private Exchange.

The Exchange Securities and the Private Exchange Notes (and related guarantees) shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the TIA or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on all matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Notes will have the right to vote or consent as a separate class on any matter.

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(c) If, (i) because of any change in law or in currently prevailing interpretations of the staff of the SEC, the Company Issuers are not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not consummated within 365 days of the Issue Date, (iii) any holder of Private Exchange Notes so requests in writing to the Company Issuers at any time within 30 days after the consummation of the Exchange Offer, or (iv) in the case of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Securities on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Company Issuers within the meaning of the Securities Act) and so notifies the Company Issuers within 30 days after such Holder first becomes aware of such restrictions, in the case of each of clauses (i) to and including (iv) of this sentence, then the Company Issuers shall promptly deliver to the Trustee (to deliver to the Holders) written notice thereof (the “Shelf Notice”) and shall file a Shelf Registration pursuant to Section 3 hereof.

3. Shelf Registration

If at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:

(a) Shelf Registration. The Company Issuers shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Company Issuers shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company Issuers shall not permit any securities other than the Registrable Securities and the Guarantees and the Notes and the related guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below).

The Company Issuers shall use their respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years from the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities have been sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein.

Notwithstanding anything to the contrary in this Agreement, at any time, the Company Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or

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more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company Issuers determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company Issuers, would be detrimental to the Company Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

(b) Withdrawal of Stop Orders; Subsequent Shelf Registrations. If the Initial Shelf Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), the Company Issuers shall use their reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall file an additional Shelf Registration Statement pursuant to Rule 415 covering all of the Registrable Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration (each, a “Subsequent Shelf Registration”). If a Subsequent Shelf Registration is filed, the Company Issuers shall use their reasonable best efforts to cause the Subsequent Shelf Registration to be declared effective under the Securities Act as soon as practicable after such filing and to keep such subsequent Shelf Registration continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Initial Shelf Registration or any Subsequent Shelf Registration was previously continuously effective. As used herein the term “Shelf Registration” means the Initial Shelf Registration and any Subsequent Shelf Registration.

(c) Supplements and Amendments. The Company Issuers shall promptly supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable Securities (or their counsel) covered by such Registration Statement with respect to the information included therein with respect to one or more of such Holders, or, if reasonably requested by any underwriter of such Registrable Securities, with respect to the information included therein with respect to such underwriter.

4. Additional Interest

(a) The Company Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Company Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Company Issuers have neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer nor (ii) had a Shelf Registration Statement declared effective, in either case on or prior to the 365th day after the Issue Date, (B) notwithstanding clause (A), the Company Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 365th day after the date such Shelf Registration Statement filing was requested or required or (C), if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the

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Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Company Issuers) commencing on the (x) 366th day after the Issue Date, in the case of (A) above, (y) the 366th day after the date such Shelf Registration Statement filing was requested or required in the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above; provided, however, that upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (C) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 4, the Company Issuers shall not be obligated to pay Additional Interest provided in Sections 4(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided, that no Additional Interest shall accrue on the Notes following the second anniversary of the Issue Date.

(b) The Company Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a) of this Section 4 will be payable in cash semiannually on each January 1 and July 1 (to the holders of record on the December 15 and June 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by the Company Issuers by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 365 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 365.

5. Registration Procedures

In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof, the Company Issuers shall effect such registrations to permit the sale of the securities covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Company Issuers hereunder the Company Issuers shall:

(a) Prepare and file with the SEC (prior to the applicable Filing Date in the case of a Shelf Registration), a Registration Statement or Registration Statements as prescribed by Section 2 or 3 hereof, and use their reasonable best efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided, however, that if (1) such filing is pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period relating thereto from whom the Company Issuers have received prior written

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notice that it will be a Participating Broker-Dealer in the Exchange Offer, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Company Issuers shall furnish to and afford counsel for the Holders of the Registrable Securities covered by such Registration Statement (with respect to a Registration Statement filed pursuant to Section 3 hereof) or counsel for such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, and counsel to the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least three business days prior to such filing). The Company Issuers shall not file any Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of a majority in aggregate principal amount of the Registrable Securities covered by such Registration Statement, their counsel, or the managing underwriters, if any, shall reasonably object.

(b) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration Statement or Exchange Offer Registration Statement, as the case may be, as may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period, the Applicable Period or until consummation of the Exchange Offer, as the case may be; cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424; and comply with the provisions of the Securities Act and the Exchange Act applicable to it with respect to the disposition of all securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by an Participating Broker-Dealer covered by any such Prospectus in all material respects. The Company Issuers shall be deemed not to have used their reasonable best efforts to keep a Registration Statement effective if they voluntarily take any action that is reasonably expected to result in selling Holders of the Registrable Securities covered thereby or Participating Broker-Dealers seeking to sell Exchange Securities not being able to sell such Registrable Securities or such Exchange Securities during that period unless such action is required by applicable law or permitted by this Agreement.

(c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period relating thereto from whom the Company Issuers have received written notice that it will be a Participating Broker-Dealer in the Exchange Offer, notify the selling Holders of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their counsel and the managing underwriters, if any, promptly (but in any event within three Business Days), and confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole expense of the Company Issuers, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a

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Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) if at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Registrable Securities or resales of Exchange Securities by Participating Broker-Dealers the representations and warranties of the Company Issuers contained in any agreement (including any underwriting agreement) contemplated by Section 5(m) hereof cease to be true and correct, (iv) of the receipt by the Company Issuers of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Securities or the Exchange Securities to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event, the existence of any condition or any information becoming known that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in or amendments or supplements to such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (vi) of the Company Issuers’ determination that a post-effective amendment to a Registration Statement would be appropriate.

(d) Use its reasonable best efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Securities or the Exchange Securities to be sold by any Participating Broker-Dealer, for sale in any jurisdiction.

(e) If a Shelf Registration is filed pursuant to Section 3 and if requested during the Effectiveness Period by the managing underwriter or underwriters (if any) or the Holders of a majority in aggregate principal amount of the Registrable Securities being sold in connection with an underwritten offering, (i) as promptly as practicable incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters (if any), such Holders or counsel for either of them reasonably request to be included therein, (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Company Issuers have received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment, and (iii) supplement or make amendments to such Registration Statement.

(f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, furnish to each selling Holder of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof) and to each such Participating Broker-Dealer who so requests (with respect to any such Registration Statement) and to their respective counsel and each managing underwriter, if any, at the sole

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expense of the Company Issuers, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits.

(g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, deliver to each selling Holder of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their respective counsel, and the underwriters, if any, at the sole expense of the Company Issuers, as many copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably request; and, subject to the last paragraph of this Section 5, the Company Issuers hereby consent to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers, if any, in connection with the offering and sale of the Registrable Securities covered by, or the sale by Participating Broker-Dealers of the Exchange Securities pursuant to, such Prospectus and any amendment or supplement thereto.

(h) Prior to any public offering of Registrable Securities or any delivery of a Prospectus contained in the Exchange Offer Registration Statement by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, use its reasonable best efforts to register or qualify, and to cooperate with the selling Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may be, the managing underwriter or underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer, or the managing underwriter or underwriters reasonably request in writing; provided, however, that where Exchange Securities held by Participating Broker-Dealers or Registrable Securities are offered other than through an underwritten offering, the Company Issuers agree to cause its counsel to perform Blue Sky investigations and file registrations and qualifications required to be filed pursuant to this Section 5(h), keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Exchange Securities held by Participating Broker-Dealers or the Registrable Securities covered by the applicable Registration Statement; provided, however, that the Company Issuers shall not be required to (A) qualify generally to do business in any jurisdiction where they are not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or (C) subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.

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(i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the selling Holders of Registrable Securities and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company; and enable such Registrable Securities to be in such denominations (subject to applicable requirements contained in the Indenture) and registered in such names as the managing underwriter or underwriters, if any, or Holders may request.

(j) Use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities, except as may be required solely as a consequence of the nature of such selling Holder’s business, in which case the Company Issuers will cooperate in all respects with the filing of such Registration Statement and the granting of such approvals.

(k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, upon the occurrence of any event contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and (subject to Section 5(a) hereof) file with the SEC, at the sole expense of the Company Issuers, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder (with respect to a Registration Statement filed pursuant to Section 3 hereof) or to the purchasers of the Exchange Securities to whom such Prospectus will be delivered by a Participating Broker-Dealer (with respect to any such Registration Statement), any such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(l) Prior to the effective date of the first Registration Statement relating to the Registrable Securities, (i) provide the Trustee with certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the Registrable Securities.

(m) In connection with any underwritten offering of Registrable Securities pursuant to a Shelf Registration, enter into an underwriting agreement as is customary in underwritten offerings of debt securities similar to the Securities (including, without limitation, a customary condition to the obligations of the underwriters that the underwriters shall have received “cold comfort” letters and updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters from the independent certified public accountants of the Company Issuers (and, if necessary, any other independent certified public accountants of the Company Issuers, or of any business acquired by the Company Issuers, for which financial statements and financial data are, or are required to be, included or incorporated by reference in

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the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings of debt securities similar to the Securities), and take all such other actions as are reasonably requested by the managing underwriter or underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Securities and, in such connection, (i) make such representations and warranties to, and covenants with, the underwriters with respect to the business of the Company Issuers (including any acquired business, properties or entity, if applicable), and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by Issuer to underwriters in underwritten offerings of debt securities similar to the Securities, and confirm the same in writing if and when requested; (ii) obtain the written opinions of counsel to the Company Issuers, and written updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters, addressed to the underwriters covering the matters customarily covered in opinions reasonably requested in underwritten offerings; and (iii) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the sellers and underwriters, if any, than those set forth in Section 7 hereof (or such other provisions and procedures reasonably acceptable to Holders of a majority in aggregate principal amount of Registrable Securities covered by such Registration Statement and the managing underwriter or underwriters or agents, if any). The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder.

(n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, make available for inspection by any Initial Purchaser, any selling Holder of such Registrable Securities being sold (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable Securities, if any, and any attorney, accountant or other agent retained by any such selling Holder or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, or underwriter (any such Initial Purchasers, Holders, Participating Broker-Dealers, underwriters, attorneys, accountants or agents, collectively, the “Inspectors”), upon written request, at the offices where normally kept, during reasonable business hours, all pertinent financial and other records, pertinent corporate documents and instruments of the Company Issuers and subsidiaries of the Company Issuers (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Company Issuers and any of their subsidiaries to supply all information (“Information”) reasonably requested by any such Inspector in connection with such due diligence responsibilities. Each Inspector shall agree in writing that it will keep the Records and Information confidential, to use the Information only for due diligence purposes, to abstain from using the Information as the basis for any market transactions in Securities of the Company Issuers and that they will not disclose any of the Records or Information that the Company Issuers determine, in good faith, to be confidential and notifies the Inspectors in writing are confidential unless (i) the disclosure of such Records or Information is necessary to avoid or correct a misstatement or omission in such Registration Statement or Prospectus, (ii) the release of such

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Records or Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such Records or Information is necessary or advisable, in the opinion of counsel for any Inspector, in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Inspector and arising out of, based upon, relating to, or involving this Agreement or the Purchase Agreement, or any transactions contemplated hereby or thereby or arising hereunder or thereunder, or (iv) the information in such Records or Information has been made generally available to the public other than by an Inspector or an “affiliate” (as defined in Rule 405) thereof; provided, however, that prior notice shall be provided as soon as practicable to the Company Issuers of the potential disclosure of any information by such Inspector pursuant to clauses (i) or (ii) of this sentence to permit the Company Issuers to obtain a protective order (or waive the provisions of this paragraph (o)) and that such Inspector shall take such actions as are reasonably necessary to protect the confidentiality of such information (if practicable) to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of the Holder or any Inspector.

(o) Provide an indenture trustee for the Registrable Securities or the Exchange Securities, as the case may be, and cause the Indenture or the trust indenture provided for in Section 2(a) hereof, as the case may be, to be qualified under the TIA not later than the effective date of the first Registration Statement relating to the Registrable Securities; and in connection therewith, cooperate with the trustee under any such indenture and the Holders of the Registrable Securities, to effect such changes (if any) to such indenture as may be required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use its commercially reasonable best efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable such indenture to be so qualified in a timely manner.

(p) Comply in all material respects with all applicable rules and regulations of the SEC and make generally available to its securityholders with regard to any applicable Registration Statement, a consolidated earning statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any fiscal quarter (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company Issuers, after the effective date of a Registration Statement, which statements shall cover said 12-month periods; provided that this requirement shall be deemed satisfied by the Company Issuers complying with Section 4.02 of the Indenture.

(q) Upon consummation of the Exchange Offer or a Private Exchange, obtain an opinion of counsel to the Company Issuers, in a form customary for underwritten transactions, addressed to the Trustee for the benefit of all Holders of Registrable Securities participating in the Exchange Offer or the Private Exchange, as the case may be, that the Exchange Securities or Private Exchange Notes (and the related Guarantees), as the case may be, the related guarantee and the related indenture constitute legal, valid and binding obligations of the Company Issuers, enforceable against the Company Issuers in accordance with their respective terms, subject to

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customary exceptions and qualifications. If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Securities by Holders to the Company Issuers (or to such other Person as directed by the Company Issuers), in exchange for the Exchange Securities or the Private Exchange Notes (and the related Guarantees), as the case may be, the Company Issuers shall mark, or cause to be marked, on such Registrable Securities that such Registrable Securities are being cancelled in exchange for the Exchange Securities or the Private Exchange Notes (and the related Guarantees), as the case may be; in no event shall such Registrable Securities be marked as paid or otherwise satisfied.

(r) Use reasonable efforts to cooperate with each seller of Registrable Securities covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

(s) Use its respective reasonable best efforts to take all other steps reasonably necessary to effect the registration of the Exchange Securities and/or Registrable Securities covered by a Registration Statement contemplated hereby.

The Company Issuers may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Company Issuers such information regarding such seller and the distribution of such Registrable Securities as the Company Issuers may, from time to time, reasonably request. The Company Issuers may exclude from such registration the Registrable Securities of any seller so long as such seller fails to furnish such information within a reasonable time after receiving such request. Each seller as to which any Shelf Registration is being effected agrees to furnish promptly to the Company Issuers all information required to be disclosed in order to make the information previously furnished to the Company Issuers by such seller not materially misleading.

If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company Issuers, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company Issuers, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.

Each Holder of Registrable Securities and each Participating Broker-Dealer agrees by its acquisition of such Registrable Securities or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Company Issuers of the happening of any event of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus or Exchange Securities to be sold by such Holder or Participating Broker-Dealer, as the case may be, until such Holder’s or Participating Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(k) hereof, or until it is advised in writing

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(the “Advice”) by the Company Issuers that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto. In the event that the Company Issuers shall give any such notice, each of the Applicable Period and the Effectiveness Period shall be extended by the number of days during such periods from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may be, shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 5(k) hereof or (y) the Advice.

6. Registration Expenses

All fees and expenses incident to the performance of or compliance with this Agreement by the Company Issuers of their obligations under Sections 2, 3, 4, 5 and 8 shall be borne by the Company Issuers, whether or not the Exchange Offer Registration Statement or any Shelf Registration Statement is filed or becomes effective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) fees and expenses of the Trustee, any exchange agent and their counsel, (iv) fees and disbursements of counsel for the Company Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (which counsel shall be reasonably satisfactory to the Company Issuers) exclusive of any counsel retained pursuant to Section 7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(m) hereof (including, without limitation, the expenses of any “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Company Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Company Issuers, (ix) internal expenses of the Company Issuers (including, without limitation, all salaries and expenses of officers and employees of the Company Issuers performing legal or accounting duties), (x) the expense of any annual audit, (xi) any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, indentures and any other documents necessary in order to comply with this Agreement.

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7. Indemnification and Contribution

(a) The Company Issuers and the Guarantors jointly and severally agree, to indemnify and hold harmless each Holder of Registrable Securities, and each Participating Broker-Dealer selling Exchange Securities during the Applicable Period, and each Person, if any, who controls such Person or its affiliates within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Participant”) against any losses, claims, damages or liabilities, joint or several, to which any Participant may become subject under the Securities Act, the Exchange Act or otherwise, insofar as any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:

(i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement (or any amendment thereto), or Prospectus (as amended or supplemented if the Company Issuers shall have furnished any amendments or supplements thereto) or any preliminary prospectus; or

(ii) the omission or alleged omission to state, in any Registration Statement (or any amendment thereto), or Prospectus (as amended or supplemented if the Company Issuers shall have furnished any amendments or supplements thereto) or any preliminary prospectus or any other document or any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading,

except, in each case, insofar as such losses, claims, damages or liabilities are arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or any Holder furnished to the Company Issuers in writing through the Initial Purchasers or any selling Holder expressly for use therein;

and agree (subject to the limitations set forth in the proviso to this sentence) to reimburse, as incurred, the Participant for any reasonable legal or other expenses incurred by the Participant in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, neither the Company Issuers nor the Guarantors will be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement (or any amendment thereto), or Prospectus (as amended or supplemented if the Company Issuers shall have furnished any amendments or supplements thereto) or any preliminary prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information relating to any Participant furnished to the Company Issuers by such Participant specifically for use therein. The indemnity provided for in this Section 7 will be in addition to any liability that the Company Issuers may otherwise have to the indemnified parties. The Company Issuers and the Guarantors shall not be liable under this Section 7 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company Issuers and the Guarantors, which consent shall not be unreasonably withheld.

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(b) Each Participant, severally and not jointly, agrees to indemnify and hold harmless the Company Issuers, the Guarantors, their respective directors (or equivalent), their respective officers who sign any Registration Statement and each person, if any, who controls the Company Issuers within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which the Company Issuers, the Guarantors or any such director, officer or controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, Prospectus, any amendment or supplement thereto, or any preliminary prospectus, or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Participant, furnished to the Company Issuers by or on behalf of such Participant, specifically for use therein; and subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses incurred by the Company Issuers, the Guarantors or any such director, officer or controlling person in connection with investigating or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action in respect thereof. The indemnity provided for in this Section 7 will be in addition to any liability that the Participants may otherwise have to the indemnified parties. The Participants shall not be liable under this Section 7 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Participants, which consent shall not be unreasonably withheld. The Company Issuers and the Guarantors shall not, without the prior written consent of such Participant, effect any settlement or compromise of any pending or threatened proceeding in respect of which such Participant is or could have been a party, or indemnity could have been sought hereunder by such Participant, unless such settlement (A) includes an unconditional written release of such Participant, in form and substance reasonably satisfactory to such Participant, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of such Participant.

(c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party of the commencement thereof in writing; but the omission to so notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraphs (a) and (b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s

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election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest (based on the advice of counsel to the indemnified person); (ii) such action includes both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded (based on the advice of counsel to the indemnified person) that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood and agreed that the indemnifying person shall not, in connection with any proceeding or separate but related or substantially similar proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) representing the indemnified parties under paragraph (a) or paragraph (b) of this Section 7, as the case may be, who are parties to such action or actions. Any such separate firm for any Participants shall be designated in writing by Participants who sold a majority in interest of the Registrable Securities and Exchange Securities sold by all such Participants in the case of paragraph (a) of this Section 7 or the Company Issuers in the case of paragraph (b) of this Section 7. In the event that any Participants are indemnified persons collectively entitled, in connection with a proceeding or separate but related or substantially similar proceedings in a single jurisdiction, to the payment of fees and expenses of a single separate firm under this Section 7(c), and any such Participants cannot agree to a mutually acceptable separate firm to act as counsel thereto, then such separate firm for all such Indemnified Persons shall be designated in writing by Participants who sold a majority in interest of the Registrable Securities and Exchange Securities sold by all such Participants. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include any statement as to, or any admission of, fault, culpability or failure to act by or on behalf of any indemnified party. All fees and expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they are incurred.

(d) After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with the third sentence of paragraph (c) of this Section 7 or (ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party. After such notice from the indemnifying party to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld), unless such indemnified party waived in writing its rights under this Section 7, in which case the indemnified party may effect such a settlement without such consent.

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(e) In circumstances in which the indemnity agreement provided for in the preceding paragraphs of this Section 7 is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) (other than by virtue of the failure of an indemnified party to notify the indemnifying party of its right to indemnification pursuant to paragraph (a) or (b) of this Section 7, where such failure materially prejudices the indemnifying party (through the forfeiture of substantial rights or defenses)), each indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of the Securities or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof). The relative benefits received by the Company Issuers and the Guarantors on the one hand and such Participant on the other shall be deemed to be in the same proportion that the total net proceeds from the offering (before deducting expenses) of the Securities received by the Company Issuers bear to the total discounts and commissions received by such Participant in connection with the sale of the Securities (or if such Participant did not receive discounts or commissions, the value or receiving the Securities). The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company Issuers on the one hand, or the Participants on the other, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omission, and any other equitable considerations appropriate in the circumstances. The parties agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of this paragraph (e). Notwithstanding any other provision of this paragraph (e), no Participant shall be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation or net proceeds on the sale of Securities received by such Participant in connection with the sale of the Securities, less the aggregate amount of any damages that such Participant has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact, and no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls a Participant within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Participants, and each director of the Company Issuers and the Guarantors, each officer of the Company Issuers and the Guarantors and each person, if any, who controls the Company Issuers and the Guarantors within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company Issuers.

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8. Rule 144A

The Company Issuers covenant and agree that they will use reasonable best efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company Issuers are not required to file such reports, the Company Issuers will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Company Issuers further covenant and agree, for so long as any Registrable Securities remain outstanding that they will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144A unless the Company Issuers are then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

9. Underwritten Registrations

The Company Issuers shall not be required to assist in an underwritten offering unless requested by the Holders of a majority in aggregate principal amount of the Registrable Securities. If any of the Registrable Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the Company Issuers.

No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

10. Miscellaneous

(a) No Inconsistent Agreements. The Company Issuers have not as of the date hereof, and the Company Issuers shall not, after the date of this Agreement, enter into any agreement with respect to any of their securities that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company Issuers other issued and outstanding securities under any such agreements. The Company Issuers will not enter into any agreement (other than the Registration Rights Agreement dated as of the date hereof in respect of the Notes) with respect to any of its securities which will grant to any Person piggy-back registration rights with respect to any Registration Statement.

(b) Adjustments Affecting Registrable Securities. The Company Issuers shall not, directly or indirectly, take any action with respect to the Registrable Securities as a class that would adversely affect the ability of the Holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement.

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(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of (I) the Company Issuers, and (II) (A) the Holders of not less than a majority in aggregate principal amount of the then outstanding Registrable Securities and (B) in circumstances that would adversely affect the Participating Broker-Dealers, the Participating Broker-Dealers holding not less than a majority in aggregate principal amount of the Exchange Notes held by all Participating Broker-Dealers; provided, however, that Section 7 and this Section 10(c) may not be amended, modified or supplemented without the prior written consent of each Holder and each Participating Broker-Dealer (including any person who was a Holder or Participating Broker-Dealer of Registrable Securities or Exchange Securities, as the case may be, disposed of pursuant to any Registration Statement) affected by any such amendment, modification or supplement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Securities may be given by Holders of at least a majority in aggregate principal amount of the Registrable Securities being sold pursuant to such Registration Statement.

(d) Notices. All notices and other communications (including, without limitation, any notices or other communications to the Trustee) provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:

(i) if to a Holder of the Registrable Securities, or any Participating Broker-Dealer, at the most current address of such Holder, or Participating Broker-Dealer, as the case may be, set forth on the records of the registrar under the Indenture, with a copy in like manner to the Initial Purchasers as follows:

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Facsimile No.: (646) 324-7554

Attention: Corporate Finance Department

with a copy to:

Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

Facsimile No.: (212) 269-5420

Attention: John A. Tripodoro, Esq.

(ii) if to the Initial Purchasers, at the address specified in Section 10(d)(i);

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(iii) if to the Company Issuers, at the address as follows:

Graham Packaging Holdings Company

2401 Pleasant Valley Road

York, Pennsylvania 17402

Facsimile No.: (717) 771-3222

Attention: General Counsel

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Ave.

New York, New York 10017

Facsimile No.: (212) 455-2502

Attention: Richard A. Fenyes, Esq.

All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and upon written confirmation, if sent by facsimile.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address and in the manner specified in such Indenture.

(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, the Holders and the Participating Broker-Dealers; provided, however, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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(i) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(j) Notes Held by the Company Issuers or their Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company Issuers or their affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(k) Third-Party Beneficiaries. Holders of Registrable Securities and Participating Broker-Dealers are intended third-party beneficiaries of this Agreement, and this Agreement may be enforced by such Persons.

(l) Entire Agreement. This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understandings, correspondence, conversations and memoranda between the Holders on the one hand and the Company Issuers on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

The Company Issuers:
GPC CAPITAL CORP. I
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer
GRAHAM PACKAGING COMPANY, L.P.
By:	GPC Opco GP LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

[Signature Page to Registration Rights Agreement]

The Guarantors
GRAHAM PACKAGING HOLDINGS COMPANY
By:	BCP/Graham Holdings LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Assistant Treasurer
GPC SUB GP LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING LATIN AMERICA, LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer
GRAHAM PACKAGING POLAND, L.P.
By:	GPACSUB LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer and Secretary

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

[Signature Page to Registration Rights Agreement]

GRAHAM RECYCLING COMPANY, L.P.
By:	GPC Sub GP LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING FRANCE PARTNERS
By:	Graham Packaging Company, L.P., its partner
By:	GPC Opco GP LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer
GRAHAM PACKAGING WEST JORDAN, LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING ACQUISITION CORP.
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

[Signature Page to Registration Rights Agreement]

GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer
GRAHAM PACKAGING PET TECHNOLOGIES INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer
GRAHAM PACKAGING REGIOPLAST STS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING INTERNATIONAL PLASTIC PRODUCTS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING LEASING USA LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

[Signature Page to Registration Rights Agreement]

GRAHAM PACKAGING COMERC USA LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer
GRAHAM PACKAGING CONTROLLERS USA LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer
GRAHAM PACKAGING TECHNOLOGICAL SPECIALTIES LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING MINISTER LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer and Secretary

[Signature Page to Registration Rights Agreement]

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
DEUTSCHE BANK SECURITIES INC.
By:	/s/ Christopher Blum
	Name: Christopher Blum Title: Director
By:	/s/ Edwin E. Roland
	Name: Edwin E. Roland Title: Managing Director

[Signature Page to Registration Rights Agreement]

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
GOLDMAN, SACHS & CO.
By:	/s/ Goldman Sachs & Co.
	(Goldman Sachs & Co.)

[Signature Page to Registration Rights Agreement]

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Timothy P. Dilworth
	Name: Timothy P. Dilworth Title: Director

[Signature Page to Registration Rights Agreement]

EX-4.10

Exhibit 4.10

REGISTRATION RIGHTS AGREEMENT

Dated as of September 23, 2010

Among

GRAHAM PACKAGING COMPANY, L.P.,

GPC CAPITAL CORP. I,

THE GUARANTORS NAMED HEREIN

and

CITIGROUP GLOBAL MARKETS INC.,

DEUTSCHE BANK SECURITIES INC.

and

GOLDMAN, SACHS & CO.

8.25% Senior Notes due 2018

TABLE OF CONTENTS

		Page
1.	Definitions	1
2.	Exchange Offer	5
3.	Shelf Registration	8
4.	Additional Interest	9
5.	Registration Procedures	10
6.	Registration Expenses	18
7.	Indemnification and Contribution	19
8.	Rule 144A	23
9.	Underwritten Registrations	23
10.	Miscellaneous	23

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is dated as of September 23, 2010, among GRAHAM PACKAGING COMPANY, L.P., a Delaware limited partnership (the “Company”), and GPC CAPITAL CORP. I, a Delaware corporation, as issuers (the “Company Issuers”), GRAHAM PACKAGING HOLDINGS COMPANY, a Pennsylvania limited partnership (“Holdings”) and the guarantors listed on the signature pages hereto, (each, a “Guarantor”, and together with Holdings, the “Guarantors”). The Company Issuers and the Guarantors are collectively referred to as the “Issuers,” and CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC. and GOLDMAN, SACHS & CO., as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) named on Schedule II to the Purchase Agreement (as defined below).

This Agreement is entered into in connection with the Purchase Agreement, dated as of September 16, 2010, between the Company Issuers and the Initial Purchasers (the “Purchase Agreement”), which provides for, among other things, the sale by the Company Issuers to the Initial Purchasers of $250,000,000 aggregate principal amount of the Company Issuers’ 8.25% Senior Notes Due 2018 (the “Notes”). The Notes are issued under an indenture, dated as of September 23, 2010 (as amended or supplemented from time to time, the “Indenture”), among the Company Issuers, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to unconditionally guarantee (collectively, the “Guarantees”) on a senior basis the Company Issuers’ obligations under the Notes and the Indenture. The Notes and the Guarantees are collectively referred to as the “Securities.” In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and, except as otherwise set forth herein, any subsequent holder or holders of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the Purchase Agreement.

The parties hereby agree as follows:

1. Definitions

As used in this Agreement, the following terms shall have the following meanings:

Additional Interest: See Section 4(a) hereof.

Advice: See the last paragraph of Section 5 hereof.

Agreement: See the introductory paragraphs hereto.

Applicable Period: See Section 2(b) hereof.

Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under the Exchange Act.

Company: See the introductory paragraphs hereto.

Effectiveness Date: With respect to any Shelf Registration Statement, the 90th day after the Filing Date with respect thereto; provided, however, that if the Effectiveness Date would otherwise fall on a day that is not a Business Day, then the Effectiveness Date shall be the next succeeding Business Day.

Effectiveness Period: See Section 3(a) hereof.

Event Date: See Section 4(b) hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

Exchange Notes: See Section 2(a) hereof.

Exchange Offer: See Section 2(a) hereof.

Exchange Offer Registration Statement: See Section 2(a) hereof.

Exchange Securities: See Section 2(a) hereof.

Filing Date: The 90th day after the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof; provided, however, that if the Filing Date would otherwise fall on a day that is not a Business Day, then the Filing Date shall be the next succeeding Business Day.

FINRA: See Section 5(r) hereof.

Guarantees: See the introductory paragraphs hereto.

Guarantors: See the introductory paragraphs hereto.

Holder: Any holder of a Registrable Security or Registrable Securities.

Indenture: See the introductory paragraphs hereto.

Information: See Section 5(n) hereof.

Initial Purchasers: See the introductory paragraphs hereto.

Initial Shelf Registration: See Section 3(a) hereof.

Inspectors: See Section 5(n) hereof.

Issue Date: September 23, 2010, the date of original issuance of the Notes.

Issuers: See the introductory paragraphs hereto.

New Guarantees: See Section 2(a) hereof.

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Notes: See the introductory paragraphs hereto.

Participant: See Section 7(a) hereof.

Participating Broker-Dealer: See Section 2(b) hereof.

Person: An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity.

Private Exchange: See Section 2(b) hereof.

Private Exchange Notes: See Section 2(b) hereof.

Prospectus: The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rules 430A or 430C under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Purchase Agreement: See the introductory paragraphs hereof.

Records: See Section 5(n) hereof.

Registrable Securities: Each Security upon its original issuance and at all times subsequent thereto, each Exchange Security as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note upon original issuance thereof and at all times subsequent thereto, and, in each case, the related Guarantees, until, in each case, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Securities as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement) covering such Security, Exchange Security or Private Exchange Note (and the related Guarantees) has been declared effective by the SEC and such Security, Exchange Security or such Private Exchange Note (and the related Guarantees), as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Security has been exchanged pursuant to the Exchange Offer for an Exchange Security or Exchange Securities that may be resold without restriction under state and federal securities laws, (iii) such Security, Exchange Security or Private Exchange Note (and the related Guarantees), as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) the later of (x) the date which is two years after the date the Notes were originally issued and (y) the date upon which such Note, Exchange Note (and the related Guarantees) or Private Exchange Note has been resold in compliance with Rule 144 provided such Note, Exchange Note or Private Exchange Note does not bear any restrictive legend relating to the Securities Act and does not bear a restricted CUSIP number.

Registration Statement: Any registration statement of the Company Issuers that cover any of the Securities, the Exchange Securities or the Private Exchange Notes (and the related Guarantees) filed with the SEC under the Securities Act, including, in each case, the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

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Rule 144: Rule 144 under the Securities Act.

Rule 144A: Rule 144A under the Securities Act.

Rule 405: Rule 405 under the Securities Act.

Rule 415: Rule 415 under the Securities Act.

Rule 424: Rule 424 under the Securities Act.

SEC: The U.S. Securities and Exchange Commission.

Securities: See the introductory paragraphs hereto.

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

Shelf Notice: See Section 2(c) hereof.

Shelf Registration: See Section 3(b) hereof.

Shelf Registration Statement: Any Registration Statement relating to a Shelf Registration.

Shelf Suspension Period: See Section 3(a) hereof.

Subsequent Shelf Registration: See Section 3(b) hereof.

TIA: The Trust Indenture Act of 1939, as amended.

Trustee: The trustee under the Indenture and the trustee under any indenture (if different) governing the Exchange Securities and Private Exchange Notes (and the related Guarantees).

Underwritten registration or underwritten offering: A registration in which securities of the Company Issuers are sold to an underwriter for reoffering to the public.

Except as otherwise specifically provided, all references in this Agreement to acts, laws, statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements (collectively, “Regulatory Requirements”) shall be deemed to refer also to any amendments thereto and all subsequent Regulatory Requirements adopted as a replacement thereto having substantially the same effect therewith; provided that Rule 144 shall not be deemed to amend or replace Rule 144A.

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2. Exchange Offer

(a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Company Issuers shall use their reasonable best efforts to file with the SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Securities for a like aggregate principal amount of debt securities of the Company Issuers (the “Exchange Notes”), guaranteed, to the extent applicable, on an unsecured senior basis by the Guarantors (the “New Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are identical in all material respects to the Notes, as applicable, except that (i) the Exchange Notes shall contain no restrictive legend thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on such Notes or, if no such interest has been paid, from the Issue Date and (iii) which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Company Issuers shall use their reasonable best efforts to (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to the Exchange Offer; (y) keep the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 365th day following the Issue Date.

Each Holder (including, without limitation, each Participating Broker-Dealer) that participates in the Exchange Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Company Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Securities acquired in exchange for Registrable Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Securities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder has an arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company Issuers or, if it is an affiliate of the Company Issuers, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange Securities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Securities for its own account in exchange for Securities that were acquired as a result of other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder).

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Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Notes (and the related Guarantees), Exchange Securities as to which Section 2(c)(iv) is applicable and Exchange Securities held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.

(b) The Company Issuers shall include within the Prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies represent the prevailing views of the staff of the SEC. Such “Plan of Distribution” section shall also expressly permit, to the extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by all Participating Broker-Dealers, and include a statement describing the means by which Participating Broker-Dealers may resell the Exchange Securities in compliance with the Securities Act.

The Company Issuers shall use their reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time as is necessary to comply with applicable law in connection with any resale of the Exchange Securities; provided, however, that such period shall not be required to exceed 90 days, such longer period if extended pursuant to the last paragraph of Section 5 hereof (the “Applicable Period”).

If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Notes acquired by them that have the status of an unsold allotment in the initial distribution, the Company Issuers, upon the request of the Initial Purchasers, shall simultaneously with the delivery of the Exchange Notes issue and deliver to the Initial Purchasers, in exchange (the “Private Exchange”) for such Notes held by any such Holder, a like principal amount of notes (the “Private Exchange Notes”) of the Company Issuers, guaranteed by the Guarantors, that are identical in all material respects to the Exchange Notes except for the placement of a restrictive legend on such Private Exchange Notes. The Private Exchange Notes shall be issued pursuant to the same indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes if permitted by the CUSIP Service Bureau.

In connection with the Exchange Offer, the Company Issuers shall:

(1) mail, or cause to be mailed, to each Holder of record entitled to participate in the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

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(2) use their respective reasonable best efforts to keep the Exchange Offer open for not less than 20 Business Days from the date that notice of the Exchange Offer is mailed to Holders (or longer if required by applicable law);

(3) utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York or in Wilmington, Delaware;

(4) permit Holders to withdraw tendered Notes at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer remains open; and

(5) otherwise comply in all material respects with all laws, rules and regulations applicable to the Exchange Offer.

As soon as practicable after the close of the Exchange Offer and any Private Exchange, the Company Issuers shall:

(1) accept for exchange all Registrable Securities validly tendered and not validly withdrawn pursuant to the Exchange Offer and any Private Exchange;

(2) deliver to the Trustee for cancellation all Registrable Securities so accepted for exchange; and

(3) cause the Trustee to authenticate and deliver promptly to each Holder of Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to the Notes of such Holder so accepted for exchange; provided that, in the case of any Notes held in global form by a depositary, authentication and delivery to such depositary of one or more replacement Notes in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery requirement.

The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable law or any applicable interpretation of the staff of the SEC; (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Company Issuers to proceed with the Exchange Offer or the Private Exchange, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Company Issuers; and (iii) all governmental approvals shall have been obtained, which approvals the Company Issuers deem necessary for the consummation of the Exchange Offer or Private Exchange.

The Exchange Securities and the Private Exchange Notes (and related guarantees) shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the TIA or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on all matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Notes will have the right to vote or consent as a separate class on any matter.

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(c) If, (i) because of any change in law or in currently prevailing interpretations of the staff of the SEC, the Company Issuers are not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not consummated within 365 days of the Issue Date, (iii) any holder of Private Exchange Notes so requests in writing to the Company Issuers at any time within 30 days after the consummation of the Exchange Offer, or (iv) in the case of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Securities on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Company Issuers within the meaning of the Securities Act) and so notifies the Company Issuers within 30 days after such Holder first becomes aware of such restrictions, in the case of each of clauses (i) to and including (iv) of this sentence, then the Company Issuers shall promptly deliver to the Trustee (to deliver to the Holders) written notice thereof (the “Shelf Notice”) and shall file a Shelf Registration pursuant to Section 3 hereof.

3. Shelf Registration

If at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:

(a) Shelf Registration. The Company Issuers shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Company Issuers shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings).

The Company Issuers shall use their respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years from the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities have been sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein.

Notwithstanding anything to the contrary in this Agreement, at any time, the Company Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company Issuers determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would

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require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company Issuers, would be detrimental to the Company Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

(b) Withdrawal of Stop Orders; Subsequent Shelf Registrations. If the Initial Shelf Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), the Company Issuers shall use their reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall file an additional Shelf Registration Statement pursuant to Rule 415 covering all of the Registrable Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration (each, a “Subsequent Shelf Registration”). If a Subsequent Shelf Registration is filed, the Company Issuers shall use their reasonable best efforts to cause the Subsequent Shelf Registration to be declared effective under the Securities Act as soon as practicable after such filing and to keep such subsequent Shelf Registration continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Initial Shelf Registration or any Subsequent Shelf Registration was previously continuously effective. As used herein the term “Shelf Registration” means the Initial Shelf Registration and any Subsequent Shelf Registration.

(c) Supplements and Amendments. The Company Issuers shall promptly supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable Securities (or their counsel) covered by such Registration Statement with respect to the information included therein with respect to one or more of such Holders, or, if reasonably requested by any underwriter of such Registrable Securities, with respect to the information included therein with respect to such underwriter.

4. Additional Interest

(a) The Company Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Company Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Company Issuers have neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer nor (ii) had a Shelf Registration Statement declared effective, in either case on or prior to the 365th day after the Issue Date, (B) notwithstanding clause (A), the Company Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 365th day after the date such Shelf Registration Statement filing was requested or required or (C), if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such

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Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Company Issuers) commencing on the (x) 366th day after the Issue Date, in the case of (A) above, (y) the 366th day after the date such Shelf Registration Statement filing was requested or required in the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above; provided, however, that upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (C) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 4, the Company Issuers shall not be obligated to pay Additional Interest provided in Sections 4(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided, that no Additional Interest shall accrue on the Notes following the second anniversary of the Issue Date.

(b) The Company Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a) of this Section 4 will be payable in cash semiannually on each April 1 and October 1 (to the holders of record on the December 15 and June 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by the Company Issuers by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 365 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 365.

5. Registration Procedures

In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof, the Company Issuers shall effect such registrations to permit the sale of the securities covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Company Issuers hereunder the Company Issuers shall:

(a) Prepare and file with the SEC (prior to the applicable Filing Date in the case of a Shelf Registration), a Registration Statement or Registration Statements as prescribed by Section 2 or 3 hereof, and use their reasonable best efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided, however, that if (1) such filing is pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period relating thereto from whom the Company Issuers have received prior written notice that it will be a Participating Broker-Dealer in the Exchange Offer, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Company Issuers shall furnish to and afford counsel for the Holders of the Registrable Securities covered by

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such Registration Statement (with respect to a Registration Statement filed pursuant to Section 3 hereof) or counsel for such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, and counsel to the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least three business days prior to such filing). The Company Issuers shall not file any Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of a majority in aggregate principal amount of the Registrable Securities covered by such Registration Statement, their counsel, or the managing underwriters, if any, shall reasonably object.

(b) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration Statement or Exchange Offer Registration Statement, as the case may be, as may be necessary to keep such Registration Statement continuously effective for the Effectiveness Period, the Applicable Period or until consummation of the Exchange Offer, as the case may be; cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424; and comply with the provisions of the Securities Act and the Exchange Act applicable to it with respect to the disposition of all securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented and with respect to the subsequent resale of any securities being sold by an Participating Broker-Dealer covered by any such Prospectus in all material respects. The Company Issuers shall be deemed not to have used their reasonable best efforts to keep a Registration Statement effective if they voluntarily take any action that is reasonably expected to result in selling Holders of the Registrable Securities covered thereby or Participating Broker-Dealers seeking to sell Exchange Securities not being able to sell such Registrable Securities or such Exchange Securities during that period unless such action is required by applicable law or permitted by this Agreement.

(c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period relating thereto from whom the Company Issuers have received written notice that it will be a Participating Broker-Dealer in the Exchange Offer, notify the selling Holders of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their counsel and the managing underwriters, if any, promptly (but in any event within three Business Days), and confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole expense of the Company Issuers, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) if at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Registrable

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Securities or resales of Exchange Securities by Participating Broker-Dealers the representations and warranties of the Company Issuers contained in any agreement (including any underwriting agreement) contemplated by Section 5(m) hereof cease to be true and correct, (iv) of the receipt by the Company Issuers of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Securities or the Exchange Securities to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event, the existence of any condition or any information becoming known that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in or amendments or supplements to such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (vi) of the Company Issuers’ determination that a post-effective amendment to a Registration Statement would be appropriate.

(d) Use its reasonable best efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Securities or the Exchange Securities to be sold by any Participating Broker-Dealer, for sale in any jurisdiction.

(e) If a Shelf Registration is filed pursuant to Section 3 and if requested during the Effectiveness Period by the managing underwriter or underwriters (if any) or the Holders of a majority in aggregate principal amount of the Registrable Securities being sold in connection with an underwritten offering, (i) as promptly as practicable incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters (if any), such Holders or counsel for either of them reasonably request to be included therein, (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Company Issuers have received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment, and (iii) supplement or make amendments to such Registration Statement.

(f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, furnish to each selling Holder of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof) and to each such Participating Broker-Dealer who so requests (with respect to any such Registration Statement) and to their respective counsel and each managing underwriter, if any, at the sole expense of the Company Issuers, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits.

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(g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, deliver to each selling Holder of Registrable Securities (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their respective counsel, and the underwriters, if any, at the sole expense of the Company Issuers, as many copies of the Prospectus or Prospectuses (including each form of preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably request; and, subject to the last paragraph of this Section 5, the Company Issuers hereby consent to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers, if any, in connection with the offering and sale of the Registrable Securities covered by, or the sale by Participating Broker-Dealers of the Exchange Securities pursuant to, such Prospectus and any amendment or supplement thereto.

(h) Prior to any public offering of Registrable Securities or any delivery of a Prospectus contained in the Exchange Offer Registration Statement by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, use its reasonable best efforts to register or qualify, and to cooperate with the selling Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may be, the managing underwriter or underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer, or the managing underwriter or underwriters reasonably request in writing; provided, however, that where Exchange Securities held by Participating Broker-Dealers or Registrable Securities are offered other than through an underwritten offering, the Company Issuers agree to cause its counsel to perform Blue Sky investigations and file registrations and qualifications required to be filed pursuant to this Section 5(h), keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Exchange Securities held by Participating Broker-Dealers or the Registrable Securities covered by the applicable Registration Statement; provided, however, that the Company Issuers shall not be required to (A) qualify generally to do business in any jurisdiction where they are not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or (C) subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.

(i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the selling Holders of Registrable Securities and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to

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be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository Trust Company; and enable such Registrable Securities to be in such denominations (subject to applicable requirements contained in the Indenture) and registered in such names as the managing underwriter or underwriters, if any, or Holders may request.

(j) Use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities, except as may be required solely as a consequence of the nature of such selling Holder’s business, in which case the Company Issuers will cooperate in all respects with the filing of such Registration Statement and the granting of such approvals.

(k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, upon the occurrence of any event contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and (subject to Section 5(a) hereof) file with the SEC, at the sole expense of the Company Issuers, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder (with respect to a Registration Statement filed pursuant to Section 3 hereof) or to the purchasers of the Exchange Securities to whom such Prospectus will be delivered by a Participating Broker-Dealer (with respect to any such Registration Statement), any such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(l) Prior to the effective date of the first Registration Statement relating to the Registrable Securities, (i) provide the Trustee with certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for the Registrable Securities.

(m) In connection with any underwritten offering of Registrable Securities pursuant to a Shelf Registration, enter into an underwriting agreement as is customary in underwritten offerings of debt securities similar to the Securities (including, without limitation, a customary condition to the obligations of the underwriters that the underwriters shall have received “cold comfort” letters and updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters from the independent certified public accountants of the Company Issuers (and, if necessary, any other independent certified public accountants of the Company Issuers, or of any business acquired by the Company Issuers, for which financial statements and financial data are, or are required to be, included or incorporated by reference in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings of debt securities similar to the Securities), and take all such

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other actions as are reasonably requested by the managing underwriter or underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Securities and, in such connection, (i) make such representations and warranties to, and covenants with, the underwriters with respect to the business of the Company Issuers (including any acquired business, properties or entity, if applicable), and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by Issuer to underwriters in underwritten offerings of debt securities similar to the Securities, and confirm the same in writing if and when requested; (ii) obtain the written opinions of counsel to the Company Issuers, and written updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters, addressed to the underwriters covering the matters customarily covered in opinions reasonably requested in underwritten offerings; and (iii) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the sellers and underwriters, if any, than those set forth in Section 7 hereof (or such other provisions and procedures reasonably acceptable to Holders of a majority in aggregate principal amount of Registrable Securities covered by such Registration Statement and the managing underwriter or underwriters or agents, if any). The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder.

(n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, make available for inspection by any Initial Purchaser, any selling Holder of such Registrable Securities being sold (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable Securities, if any, and any attorney, accountant or other agent retained by any such selling Holder or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, or underwriter (any such Initial Purchasers, Holders, Participating Broker-Dealers, underwriters, attorneys, accountants or agents, collectively, the “Inspectors”), upon written request, at the offices where normally kept, during reasonable business hours, all pertinent financial and other records, pertinent corporate documents and instruments of the Company Issuers and subsidiaries of the Company Issuers (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Company Issuers and any of their subsidiaries to supply all information (“Information”) reasonably requested by any such Inspector in connection with such due diligence responsibilities. Each Inspector shall agree in writing that it will keep the Records and Information confidential, to use the Information only for due diligence purposes, to abstain from using the Information as the basis for any market transactions in Securities of the Company Issuers and that they will not disclose any of the Records or Information that the Company Issuers determine, in good faith, to be confidential and notifies the Inspectors in writing are confidential unless (i) the disclosure of such Records or Information is necessary to avoid or correct a misstatement or omission in such Registration Statement or Prospectus, (ii) the release of such Records or Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such Records or Information is necessary or advisable, in the opinion of counsel for any Inspector, in connection with any action, claim, suit or proceeding, directly

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or indirectly, involving or potentially involving such Inspector and arising out of, based upon, relating to, or involving this Agreement or the Purchase Agreement, or any transactions contemplated hereby or thereby or arising hereunder or thereunder, or (iv) the information in such Records or Information has been made generally available to the public other than by an Inspector or an “affiliate” (as defined in Rule 405) thereof; provided, however, that prior notice shall be provided as soon as practicable to the Company Issuers of the potential disclosure of any information by such Inspector pursuant to clauses (i) or (ii) of this sentence to permit the Company Issuers to obtain a protective order (or waive the provisions of this paragraph (o)) and that such Inspector shall take such actions as are reasonably necessary to protect the confidentiality of such information (if practicable) to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of the Holder or any Inspector.

(o) Provide an indenture trustee for the Registrable Securities or the Exchange Securities, as the case may be, and cause the Indenture or the trust indenture provided for in Section 2(a) hereof, as the case may be, to be qualified under the TIA not later than the effective date of the first Registration Statement relating to the Registrable Securities; and in connection therewith, cooperate with the trustee under any such indenture and the Holders of the Registrable Securities, to effect such changes (if any) to such indenture as may be required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use its commercially reasonable best efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable such indenture to be so qualified in a timely manner.

(p) Comply in all material respects with all applicable rules and regulations of the SEC and make generally available to its securityholders with regard to any applicable Registration Statement, a consolidated earning statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any fiscal quarter (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company Issuers, after the effective date of a Registration Statement, which statements shall cover said 12-month periods; provided that this requirement shall be deemed satisfied by the Company Issuers complying with Section 4.02 of the Indenture.

(q) Upon consummation of the Exchange Offer or a Private Exchange, obtain an opinion of counsel to the Company Issuers, in a form customary for underwritten transactions, addressed to the Trustee for the benefit of all Holders of Registrable Securities participating in the Exchange Offer or the Private Exchange, as the case may be, that the Exchange Securities or Private Exchange Notes (and the related Guarantees), as the case may be, the related guarantee and the related indenture constitute legal, valid and binding obligations of the Company Issuers, enforceable against the Company Issuers in accordance with their respective terms, subject to customary exceptions and qualifications. If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Securities by Holders to the Company Issuers (or to such other Person as directed by the Company Issuers), in exchange for the Exchange Securities

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or the Private Exchange Notes (and the related Guarantees), as the case may be, the Company Issuers shall mark, or cause to be marked, on such Registrable Securities that such Registrable Securities are being cancelled in exchange for the Exchange Securities or the Private Exchange Notes (and the related Guarantees), as the case may be; in no event shall such Registrable Securities be marked as paid or otherwise satisfied.

(r) Use reasonable efforts to cooperate with each seller of Registrable Securities covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

(s) Use its respective reasonable best efforts to take all other steps reasonably necessary to effect the registration of the Exchange Securities and/or Registrable Securities covered by a Registration Statement contemplated hereby.

The Company Issuers may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Company Issuers such information regarding such seller and the distribution of such Registrable Securities as the Company Issuers may, from time to time, reasonably request. The Company Issuers may exclude from such registration the Registrable Securities of any seller so long as such seller fails to furnish such information within a reasonable time after receiving such request. Each seller as to which any Shelf Registration is being effected agrees to furnish promptly to the Company Issuers all information required to be disclosed in order to make the information previously furnished to the Company Issuers by such seller not materially misleading.

If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company Issuers, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company Issuers, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.

Each Holder of Registrable Securities and each Participating Broker-Dealer agrees by its acquisition of such Registrable Securities or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Company Issuers of the happening of any event of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus or Exchange Securities to be sold by such Holder or Participating Broker-Dealer, as the case may be, until such Holder’s or Participating Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(k) hereof, or until it is advised in writing (the “Advice”) by the Company Issuers that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto. In the event that the Company Issuers shall give any such notice, each of the Applicable Period and the Effectiveness Period shall be extended by the

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number of days during such periods from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement or Exchange Securities to be sold by such Participating Broker-Dealer, as the case may be, shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 5(k) hereof or (y) the Advice.

6. Registration Expenses

All fees and expenses incident to the performance of or compliance with this Agreement by the Company Issuers of their obligations under Sections 2, 3, 4, 5 and 8 shall be borne by the Company Issuers, whether or not the Exchange Offer Registration Statement or any Shelf Registration Statement is filed or becomes effective or the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities or Exchange Securities and determination of the eligibility of the Registrable Securities or Exchange Securities for investment under the laws of such jurisdictions in the United States (x) where the holders of Registrable Securities are located, in the case of the Exchange Securities, or (y) as provided in Section 5(h) hereof, in the case of Registrable Securities or Exchange Securities to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Securities included in any Registration Statement or in respect of Registrable Securities or Exchange Securities to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be, (iii) fees and expenses of the Trustee, any exchange agent and their counsel, (iv) fees and disbursements of counsel for the Company Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of Registrable Securities selected by the Holder of a majority in aggregate principal amount of Registrable Securities covered by such Shelf Registration (which counsel shall be reasonably satisfactory to the Company Issuers) exclusive of any counsel retained pursuant to Section 7 hereof), (v) fees and disbursements of all independent certified public accountants referred to in Section 5(m) hereof (including, without limitation, the expenses of any “cold comfort” letters required by or incident to such performance), (vi) rating agency fees, if any, and any fees associated with making the Registrable Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Company Issuers desire such insurance, (viii) fees and expenses of all other Persons retained by the Company Issuers, (ix) internal expenses of the Company Issuers (including, without limitation, all salaries and expenses of officers and employees of the Company Issuers performing legal or accounting duties), (x) the expense of any annual audit, (xi) any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xii) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, indentures and any other documents necessary in order to comply with this Agreement.

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7. Indemnification and Contribution.

(a) The Company Issuers and the Guarantors jointly and severally agree, to indemnify and hold harmless each Holder of Registrable Securities, and each Participating Broker-Dealer selling Exchange Securities during the Applicable Period, and each Person, if any, who controls such Person or its affiliates within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Participant”) against any losses, claims, damages or liabilities, joint or several, to which any Participant may become subject under the Securities Act, the Exchange Act or otherwise, insofar as any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:

(i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement (or any amendment thereto), or Prospectus (as amended or supplemented if the Company Issuers shall have furnished any amendments or supplements thereto) or any preliminary prospectus; or

(ii) the omission or alleged omission to state, in any Registration Statement (or any amendment thereto), or Prospectus (as amended or supplemented if the Company Issuers shall have furnished any amendments or supplements thereto) or any preliminary prospectus or any other document or any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading,

except, in each case, insofar as such losses, claims, damages or liabilities are arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or any Holder furnished to the Company Issuers in writing through the Initial Purchasers or any selling Holder expressly for use therein;

and agree (subject to the limitations set forth in the proviso to this sentence) to reimburse, as incurred, the Participant for any reasonable legal or other expenses incurred by the Participant in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, neither the Company Issuers nor the Guarantors will be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement (or any amendment thereto), or Prospectus (as amended or supplemented if the Company Issuers shall have furnished any amendments or supplements thereto) or any preliminary prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information relating to any Participant furnished to the Company Issuers by such Participant specifically for use therein. The indemnity provided for in this Section 7 will be in addition to any liability that the Company Issuers may otherwise have to the indemnified parties. The Company Issuers and the Guarantors shall not be liable under this Section 7 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company Issuers and the Guarantors, which consent shall not be unreasonably withheld.

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(b) Each Participant, severally and not jointly, agrees to indemnify and hold harmless the Company Issuers, the Guarantors, their respective directors (or equivalent), their respective officers who sign any Registration Statement and each person, if any, who controls the Company Issuers within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which the Company Issuers, the Guarantors or any such director, officer or controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, Prospectus, any amendment or supplement thereto, or any preliminary prospectus, or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Participant, furnished to the Company Issuers by or on behalf of such Participant, specifically for use therein; and subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal or other expenses incurred by the Company Issuers, the Guarantors or any such director, officer or controlling person in connection with investigating or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action in respect thereof. The indemnity provided for in this Section 7 will be in addition to any liability that the Participants may otherwise have to the indemnified parties. The Participants shall not be liable under this Section 7 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Participants, which consent shall not be unreasonably withheld. The Company Issuers and the Guarantors shall not, without the prior written consent of such Participant, effect any settlement or compromise of any pending or threatened proceeding in respect of which such Participant is or could have been a party, or indemnity could have been sought hereunder by such Participant, unless such settlement (A) includes an unconditional written release of such Participant, in form and substance reasonably satisfactory to such Participant, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of such Participant.

(c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party of the commencement thereof in writing; but the omission to so notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraphs (a) and (b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s

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election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest (based on the advice of counsel to the indemnified person); (ii) such action includes both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded (based on the advice of counsel to the indemnified person) that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood and agreed that the indemnifying person shall not, in connection with any proceeding or separate but related or substantially similar proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) representing the indemnified parties under paragraph (a) or paragraph (b) of this Section 7, as the case may be, who are parties to such action or actions. Any such separate firm for any Participants shall be designated in writing by Participants who sold a majority in interest of the Registrable Securities and Exchange Securities sold by all such Participants in the case of paragraph (a) of this Section 7 or the Company Issuers in the case of paragraph (b) of this Section 7. In the event that any Participants are indemnified persons collectively entitled, in connection with a proceeding or separate but related or substantially similar proceedings in a single jurisdiction, to the payment of fees and expenses of a single separate firm under this Section 7(c), and any such Participants cannot agree to a mutually acceptable separate firm to act as counsel thereto, then such separate firm for all such Indemnified Persons shall be designated in writing by Participants who sold a majority in interest of the Registrable Securities and Exchange Securities sold by all such Participants. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include any statement as to, or any admission of, fault, culpability or failure to act by or on behalf of any indemnified party. All fees and expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they are incurred.

(d) After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with the third sentence of paragraph (c) of this Section 7 or (ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party. After such notice from the indemnifying party to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld), unless such indemnified party waived in writing its rights under this Section 7, in which case the indemnified party may effect such a settlement without such consent.

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(e) In circumstances in which the indemnity agreement provided for in the preceding paragraphs of this Section 7 is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) (other than by virtue of the failure of an indemnified party to notify the indemnifying party of its right to indemnification pursuant to paragraph (a) or (b) of this Section 7, where such failure materially prejudices the indemnifying party (through the forfeiture of substantial rights or defenses)), each indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of the Securities or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof). The relative benefits received by the Company Issuers and the Guarantors on the one hand and such Participant on the other shall be deemed to be in the same proportion that the total net proceeds from the offering (before deducting expenses) of the Securities received by the Company Issuers bear to the total discounts and commissions received by such Participant in connection with the sale of the Securities (or if such Participant did not receive discounts or commissions, the value or receiving the Securities). The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company Issuers on the one hand, or the Participants on the other, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omission, and any other equitable considerations appropriate in the circumstances. The parties agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of this paragraph (e). Notwithstanding any other provision of this paragraph (e), no Participant shall be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation or net proceeds on the sale of Securities received by such Participant in connection with the sale of the Securities, less the aggregate amount of any damages that such Participant has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact, and no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls a Participant within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Participants, and each director of the Company Issuers and the Guarantors, each officer of the Company Issuers and the Guarantors and each person, if any, who controls the Company Issuers and the Guarantors within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company Issuers.

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8. Rule 144A

The Company Issuers covenant and agree that they will use reasonable best efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company Issuers are not required to file such reports, the Company Issuers will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Company Issuers further covenant and agree, for so long as any Registrable Securities remain outstanding that they will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144A unless the Company Issuers are then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

9. Underwritten Registrations

The Company Issuers shall not be required to assist in an underwritten offering unless requested by the Holders of a majority in aggregate principal amount of the Registrable Securities. If any of the Registrable Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the Company Issuers.

No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

10. Miscellaneous

(a) No Inconsistent Agreements. The Company Issuers have not as of the date hereof, and the Company Issuers shall not, after the date of this Agreement, enter into any agreement with respect to any of their securities that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company Issuers other issued and outstanding securities under any such agreements. The Company Issuers will not enter into any agreement (other than the Registration Rights Agreement dated as of the date hereof in respect of the Notes) with respect to any of its securities which will grant to any Person piggy-back registration rights with respect to any Registration Statement.

(b) Adjustments Affecting Registrable Securities. The Company Issuers shall not, directly or indirectly, take any action with respect to the Registrable Securities as a class that would adversely affect the ability of the Holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement.

-23-

(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of (I) the Company Issuers, and (II) (A) the Holders of not less than a majority in aggregate principal amount of the then outstanding Registrable Securities and (B) in circumstances that would adversely affect the Participating Broker-Dealers, the Participating Broker-Dealers holding not less than a majority in aggregate principal amount of the Exchange Notes held by all Participating Broker-Dealers; provided, however, that Section 7 and this Section 10(c) may not be amended, modified or supplemented without the prior written consent of each Holder and each Participating Broker-Dealer (including any person who was a Holder or Participating Broker-Dealer of Registrable Securities or Exchange Securities, as the case may be, disposed of pursuant to any Registration Statement) affected by any such amendment, modification or supplement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Securities may be given by Holders of at least a majority in aggregate principal amount of the Registrable Securities being sold pursuant to such Registration Statement.

(d) Notices. All notices and other communications (including, without limitation, any notices or other communications to the Trustee) provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:

(i) if to a Holder of the Registrable Securities, or any Participating Broker-Dealer, at the most current address of such Holder, or Participating Broker-Dealer, as the case may be, set forth on the records of the registrar under the Indenture, with a copy in like manner to the Initial Purchasers at the address or addresses set forth in the Purchase Agreement;

with a copy to:

Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

Facsimile No.: (212) 269-5420

Attention: John A. Tripodoro, Esq.

(ii) if to the Initial Purchasers, at the address specified in Section 10(d)(i);

(iii) if to the Company Issuers, at the address as follows:

Graham Packaging Holdings Company

2401 Pleasant Valley Road

York, Pennsylvania 17402

Facsimile No.: (717) 771-3222

Attention: General Counsel

-24-

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Ave.

New York, New York 10017

Facsimile No.: (212) 455-2502

Attention: Richard A. Fenyes, Esq.

All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and upon written confirmation, if sent by facsimile.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address and in the manner specified in such Indenture.

(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, the Holders and the Participating Broker-Dealers; provided, however, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(i) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

-25-

(j) Notes Held by the Company Issuers or their Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company Issuers or their affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(k) Third-Party Beneficiaries. Holders of Registrable Securities and Participating Broker-Dealers are intended third-party beneficiaries of this Agreement, and this Agreement may be enforced by such Persons.

(l) Entire Agreement. This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understandings, correspondence, conversations and memoranda between the Holders on the one hand and the Company Issuers on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby.

-26-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

The Company Issuers:
GPC CAPITAL CORP. I
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

GRAHAM PACKAGING COMPANY, L.P.
By:	GPC Opco GP LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

Signature Page to Registration Rights Agreement

The Parent Guarantor:
GRAHAM PACKAGING HOLDINGS COMPANY
By:	BCP/Graham Holdings LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Assistant Treasurer

The Guarantors
GPC SUB GP LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary

GRAHAM PACKAGING LATIN AMERICA, LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

GRAHAM PACKAGING POLAND, L.P.
By:	GPACSUB LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

Signature Page to Registration Rights Agreement

GPACSUB LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary

GRAHAM RECYCLING COMPANY, L.P.
By:	GPC Sub GP LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary

GRAHAM PACKAGING FRANCE PARTNERS
By:	Graham Packaging Company, L.P., its partner
By:	GPC Opco GP LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

GRAHAM PACKAGING WEST JORDAN, LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

Signature Page to Registration Rights Agreement

GRAHAM PACKAGING ACQUISITION CORP.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

GRAHAM PACKAGING REGIOPLAST STS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

Signature Page to Registration Rights Agreement

GRAHAM PACKAGING INTERNATIONAL PLASTIC PRODUCTS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

GRAHAM PACKAGING LEASING USA LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

GRAHAM PACKAGING COMERC USA LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

GRAHAM PACKAGING CONTROLLERS USA LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

Signature Page to Registration Rights Agreement

GRAHAM PACKAGING GP ACQUISITION LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

GRAHAM PACKAGING LP ACQUISITION LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary

GRAHAM PACKAGING TECHNOLOGICAL SPECIALTIES LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

GRAHAM PACKAGING MINISTER LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

Signature Page to Registration Rights Agreement

LIQUID CONTAINER, L.P.
By: Liquid Container Inc., its General Partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman

LIQUID CONTAINER INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman

WCK-L HOLDINGS, INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman

CPG-L HOLDINGS, INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

Signature Page to Registration Rights Agreement

PLAXICON HOLDING CORPORATION
By:	/s/ David W. Bullock
	Name: David W. Bullock Title: Chief Financial Officer and Vice Chairman

PLAXICON, LLC
By: Plaxicon Holding Corporation, its Sole Member
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman

PLAXICON COMPANY
	By: Plaxicon Holding Corporation, its partner
	By: Plaxicon, LLC, its partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

Signature Page to Registration Rights Agreement

The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.

CITIGROUP GLOBAL MARKETS INC.

DEUTSCHE BANK SECURITIES INC.

GOLDMAN, SACHS & CO.

By:	Citigroup Global Markets Inc.
By:	/s/ Christopher M. Wood
	Name: Christopher M. Wood Title: Director

For itself, the other Representatives and the

other several Initial Purchasers.

[Signature Page to Registration Rights Agreement]

EX-4.11

Exhibit 4.11

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 30, 2010 and effective as of July 2, 2010, among GPACSUB LLC, a Delaware limited liability company (“GPACSUB”), Graham Packaging Minster LLC, an Ohio limited liability company (together with GPACSUB, the “New Guarantors”), Graham Packaging Company, L.P., a Delaware limited partnership (the “Company”), GPC Capital Corp. I, a Delaware corporation (the “Corporate Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors listed on the signature pages hereto and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee under the indenture referred to below (the “Trustee”).

RECITALS

WHEREAS the Issuers, the Guarantors and the Trustee have heretofore executed an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of October 7, 2004, providing for the issuance of the Issuers’ 9  ⁷/8% Senior Subordinated Notes due 2014 (the “Notes”), initially in the aggregate principal amount of $375,000,000;

WHEREAS Section 11.07 of the Indenture provides that under certain circumstances the Issuers are required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all the Issuers’ obligations under the Notes pursuant to a Senior Subordinated Guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuers and the existing Guarantors are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and mutual covenants herein contained and intending to be legally bound, the New Guarantors, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Agreement to Guarantee. The New Guarantors hereby agree, jointly and severally with all existing Guarantors (if any), to unconditionally guarantee the Issuers’ obligations under the Notes on the terms and subject to the conditions set forth in Articles 11 and 12 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3. Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 13.02 of the Indenture.

4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

GPACSUB LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING MINSTER LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GPC CAPITAL CORP. I
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING COMPANY, L.P.
By:	GPC Opco GP, LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING HOLDINGS COMPANY
By:	BCP/Graham Holdings LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Assistant Treasurer

GPC SUB GP LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING LATIN AMERICA, LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING POLAND, L.P.
By:	GPACSUB LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM RECYCLING COMPANY, L.P.
By:	GPC Sub GP LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING FRANCE PARTNERS
By:	Graham Packaging Company, L.P., its partner
By:	GPC Opco GP LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

GRAHAM PACKAGING WEST JORDAN, LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING ACQUISITION CORP
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING PET TECHNOLOGIES INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING REGIOPLAST STS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING INTERNATIONAL PLASTIC PRODUCTS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

GRAHAM PACKAGING LEASING USA LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING COMERC USA LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING CONTROLLERS USA LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING TECHNOLOGICAL SPECIALTIES LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Mary Miselis
	Name: Mary Miselis
	Title: Vice President

EX-4.12

Exhibit 4.12

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 30, 2010 and effective as of July 2, 2010, among GPACSUB LLC, a Delaware limited liability company (the “New Guarantor”), Graham Packaging Company, L.P., a Delaware limited partnership (the “Company”), GPC Capital Corp. I, a Delaware corporation (the “Corporate Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors listed on the signature pages hereto and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee under the indenture referred to below (the “Trustee”).

RECITALS

WHEREAS the Issuers, the Guarantors and the Trustee have heretofore executed an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of November 24, 2009, providing for the issuance of the Issuers’ 8  ¹/4% Senior Notes due 2017 (the “Notes”), initially in the aggregate principal amount of $253,378,000;

WHEREAS Section 10.07 of the Indenture provides that under certain circumstances the Issuers are required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Issuers’ obligations under the Notes pursuant to a Senior Guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuers and the existing Guarantors are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and mutual covenants herein contained and intending to be legally bound, the New Guarantor, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to unconditionally guarantee the Issuers’ obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3. Notices. All notices or other communications to the New Guarantor shall be given as provided in Section 11.02 of the Indenture.

4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

GPACSUB LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GPC CAPITAL CORP. I
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING COMPANY, L.P.
By: GPC Opco GP, LLC,         its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING HOLDINGS COMPANY
By: BCP/Graham Holdings LLC,         its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Assistant Treasurer
GPC SUB GP LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary

GRAHAM PACKAGING LATIN AMERICA, LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING POLAND, L.P.
By: GPACSUB LLC,         its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM RECYCLING COMPANY, L.P.
By: GPC Sub GP LLC,         its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING FRANCE PARTNERS
By: Graham Packaging Company, L.P.,         its partner
By: GPC Opco GP LLC,         its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING WEST JORDAN, LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary

GRAHAM PACKAGING ACQUISITION CORP
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING PET TECHNOLOGIES INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING REGIOPLAST STS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING INTERNATIONAL PLASTIC PRODUCTS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING LEASING USA LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

GRAHAM PACKAGING COMERC USA LLC
By:	/s/ David W. Bullock
Name:	David W. Bullock
Title:	Chief Financial Officer
GRAHAM PACKAGING CONTROLLERS USA LLC
By:	/s/ David W. Bullock
Name:	David W. Bullock
Title:	Chief Financial Officer
GRAHAM PACKAGING TECHNOLOGICAL SPECIALTIES LLC
By:	/s/ David W. Bullock
Name:	David W. Bullock
Title:	Chief Financial Officer
GRAHAM PACKAGING MINSTER LLC
By:	/s/ David W. Bullock
Name:	David W. Bullock
Title:	Chief Financial Officer
THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Mary Miselis
Name:	Mary Miselis
Title:	Vice President

EX-4.13

Exhibit 4.13

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 4, 2010 among Graham Packaging GP Acquisition LLC, a Delaware limited liability company (“GPALLC”), Graham Packaging LP Acquisition LLC, a Delaware limited liability company (“LPALLC”), WCK-L Holdings, Inc., a Delaware corporation (“WCK”), Liquid Container Inc., a Delaware corporation (“LCI”), CPG-L Holdings, Inc., a Delaware corporation (“CPG”), Graham Packaging LC, L.P., a Delaware limited partnership (“Graham Packaging LC”), Graham Packaging PX Holding Corporation, a Delaware corporation (“Graham PX Holding), Graham Packaging PX, LLC, a California limited liability company (“Graham PX”), Graham Packaging PX Company, a California general partnership (together with GPALLC, LPALLC, WCK, LCI, CPG, Graham Packaging LC, Graham PX Holding and Graham PX, the “New Guarantors”), Graham Packaging Company, L.P., a Delaware limited partnership (the “Company”), GPC Capital Corp. I, a Delaware corporation (the “Corporate Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors listed on the signature pages hereto and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee under the indenture referred to below (the “Trustee”).

RECITALS

WHEREAS the Issuers, the Guarantors and the Trustee have heretofore executed an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of October 7, 2004, providing for the issuance of the Issuers’ 9 ⁷/8% Senior Subordinated Notes due 2014 (the “Notes”), initially in the aggregate principal amount of $375,000,000;

WHEREAS Section 11.07 of the Indenture provides that under certain circumstances the Issuers are required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all the Issuers’ obligations under the Notes pursuant to a Senior Subordinated Guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuers and the existing Guarantors are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and mutual covenants herein contained and intending to be legally bound, the New Guarantors, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Agreement to Guarantee. The New Guarantors hereby agree, jointly and severally with all existing Guarantors, to unconditionally guarantee the Issuers’ obligations under

the Notes on the terms and subject to the conditions set forth in Articles 11 and 12 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3. Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 13.02 of the Indenture.

4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

New Guarantors:
GRAHAM PACKAGING GP ACQUISITION LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman
GRAHAM PACKAGING LP ACQUISITION LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman
WCK-L HOLDINGS, INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman
LIQUID CONTAINER INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman

[Signature Page to Subordinated Supplemental Indenture]

CPG-L HOLDINGS, INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman
GRAHAM PACKAGING LC, L.P.
	By: Liquid Container Inc., its General Partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman
GRAHAM PACKAGING PX HOLDING CORPORATION
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman
GRAHAM PACKAGING PX, LLC
	By: Graham Packaging PX Holding Corporation, its Sole Member
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman

[Signature Page to Subordinated Supplemental Indenture]

GRAHAM PACKAGING PX COMPANY
By:	Graham Packaging PX Holding Corporation, its partner
By:	Graham Packaging PX, LLC, its partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
Issuers:
GPC CAPITAL CORP. I
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING COMPANY, L.P.
By:	GPC Opco GP, LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

[Signature Page to Subordinated Supplemental Indenture]

Guarantors:
GRAHAM PACKAGING HOLDINGS COMPANY
By:	BCP/Graham Holdings LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Assistant Treasurer
GPC SUB GP LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING LATIN AMERICA, LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING POLAND, L.P.
By:	GPACSUB LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary

[Signature Page to Subordinated Supplemental Indenture]

GRAHAM RECYCLING COMPANY, L.P.
By:	GPC Sub GP LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING FRANCE PARTNERS
By:	Graham Packaging Company, L.P., its partner
By:	GPC Opco GP LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING WEST JORDAN, LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING ACQUISITION CORP
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

[Signature Page to Subordinated Supplemental Indenture]

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING REGIOPLAST STS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING INTERNATIONAL PLASTIC PRODUCTS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING LEASING USA LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING COMERC USA LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

[Signature Page to Subordinated Supplemental Indenture]

GRAHAM PACKAGING CONTROLLERS USA LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING TECHNOLOGICAL SPECIALTIES LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING MINSTER LLC
By:	/s/ David W. Bullock
	Name: David Bullock
	Title: Chief Financial Officer and Secretary
GPACSUB LLC
By:	/s/ David W. Bullock
	Name: David Bullock
	Title: Chief Financial Officer and Secretary
Trustee:
THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Leslie Lockhart
	Name: Leslie Lockhart
	Title: Senior Associate

[Signature Page to Subordinated Supplemental Indenture]

EX-4.14

Exhibit 4.14

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 4, 2010 among Graham Packaging GP Acquisition LLC, a Delaware limited liability company (“GPALLC”), Graham Packaging LP Acquisition LLC, a Delaware limited liability company (“LPALLC”), WCK-L Holdings, Inc., a Delaware corporation (“WCK”), Liquid Container Inc., a Delaware corporation (“LCI”), CPG-L Holdings, Inc., a Delaware corporation (“CPG”), Graham Packaging LC, L.P., a Delaware limited partnership (“Graham Packaging LC”), Graham Packaging PX Holding Corporation, a Delaware corporation (“Graham PX Holding”), Graham Packaging PX, LLC, a California limited liability company (“Graham PX”), Graham Packaging PX Company, a California general partnership (together with GPALLC, LPALLC, WCK, LCI, CPG, Graham Packaging LC, Graham PX Holding and Graham PX, the “New Guarantors”), Graham Packaging Company, L.P., a Delaware limited partnership (the “Company”), GPC Capital Corp. I, a Delaware corporation (the “Corporate Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors listed on the signature pages hereto and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee under the indenture referred to below (the “Trustee”).

RECITALS

WHEREAS the Issuers, the Guarantors and the Trustee have heretofore executed an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of November 24, 2009, providing for the issuance of the Issuers’ 8 ¹/4% Senior Notes due 2017 (the “Notes”), initially in the aggregate principal amount of $253,378,000;

WHEREAS Section 10.07 of the Indenture provides that under certain circumstances the Issuers are required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all the Issuers’ obligations under the Notes pursuant to a Senior Guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuers and the existing Guarantors are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and mutual covenants herein contained and intending to be legally bound, the New Guarantor, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Agreement to Guarantee. The New Guarantors hereby agrees, jointly and severally with all existing Guarantors, to unconditionally guarantee the Issuers’ obligations under

the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3. Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 11.02 of the Indenture.

4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

New Guarantors:
GRAHAM PACKAGING GP ACQUISITION LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman
GRAHAM PACKAGING LP ACQUISITION LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman
WCK-L HOLDINGS, INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman
LIQUID CONTAINER INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Vice Chairman

[Signature Page to Senior Supplemental Indenture]

CPG-L HOLDINGS, INC.
By:		/s/ David W. Bullock
		Name: David W. Bullock
		Title: Chief Financial Officer and Vice Chairman
GRAHAM PACKAGING LC, L.P.
	By: Liquid Container Inc., its General Partner
By:		/s/ David W. Bullock
		Name: David W. Bullock
		Title: Chief Financial Officer and Vice Chairman
GRAHAM PACKAGING PX HOLDING CORPORATION
By:		/s/ David W. Bullock
		Name: David W. Bullock
		Title: Chief Financial Officer and Vice Chairman
GRAHAM PACKAGING PX, LLC
	By: Graham Packaging PX Holding Corporation, its Sole Member
By:		/s/ David W. Bullock
		Name: David W. Bullock
		Title: Chief Financial Officer and Vice Chairman

[Signature Page to Senior Supplemental Indenture]

GRAHAM PACKAGING PX COMPANY
By:	Graham Packaging PX Holding Corporation, its partner
By:	Graham Packaging PX, LLC, its partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
Issuers:
GPC CAPITAL CORP. I
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING COMPANY, L.P.
By:	GPC Opco GP, LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

[Signature Page to Senior Supplemental Indenture]

Guarantors:
GRAHAM PACKAGING HOLDINGS COMPANY
By:	BCP/Graham Holdings LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Assistant Treasurer
GPC SUB GP LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING LATIN AMERICA, LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING POLAND, L.P.
By:	GPACSUB LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary

[Signature Page to Senior Supplemental Indenture]

GRAHAM RECYCLING COMPANY, L.P.
By:	GPC Sub GP LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING FRANCE PARTNERS
By:	Graham Packaging Company, L.P., its partner
By:	GPC Opco GP LLC, its general partner
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING WEST JORDAN, LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING ACQUISITION CORP
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING PLASTIC PRODUCTS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

[Signature Page to Senior Supplemental Indenture]

GRAHAM PACKAGING PET TECHNOLOGIES INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING REGIOPLAST STS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer and Secretary
GRAHAM PACKAGING INTERNATIONAL PLASTIC PRODUCTS INC.
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING LEASING USA LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer

[Signature Page to Senior Supplemental Indenture]

GRAHAM PACKAGING COMERC USA LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING CONTROLLERS USA LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING TECHNOLOGICAL SPECIALTIES LLC
By:	/s/ David W. Bullock
	Name: David W. Bullock
	Title: Chief Financial Officer
GRAHAM PACKAGING MINSTER LLC
By:	/s/ David W. Bullock
	Name: David Bullock
	Title: Chief Financial Officer and Secretary
GPACSUB LLC
By:	/s/ David W. Bullock
	Name: David Bullock
	Title: Chief Financial Officer and Secretary

[Signature Page to Senior Supplemental Indenture]

Trustee:
THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Leslie Lockhart
	Name: Leslie Lockhart
	Title: Senior Associate

[Signature Page to Senior Supplemental Indenture]

EX-5.1

Exhibit 5.1

SIMPSON THACHER & BARTLETT LLP

425 Lexington Avenue

New York, N.Y. 10017-3954

(212) 455-2000

Facsimile (212) 455-2502

October 4, 2010

Graham Packaging Company, L.P.

GPC Capital Corp. I

2401 Pleasant Valley Road

York, Pennsylvania 17402

Ladies and Gentlemen:

We have acted as counsel to Graham Packaging Company, L.P., a Delaware limited partnership (the “Company”), and GPC Capital Corp. I, a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), and to the affiliates of the Company listed on Schedule I (the “Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Issuers and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Issuers of $253,378,000 aggregate principal amount of 8 ¹/4% Senior Notes due 2017 (the “2017 Exchange Securities”), the issuance by the Issuers of $250,000,000 aggregate principal amount of 8 ¹/4 % Senior Notes due 2018 (the “2018 Exchange Securities” and, together with the 2017 Exchange Securities, the “Exchange Securities”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the Guarantees will be issued under an indenture dated as of November 24, 2009, as supplemented (the “2017 Indenture”), among the Issuers, the Guarantors and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”) and an indenture dated as of September 23, 2010 (together with the 2017 Indenture, the “Indentures”) among the Issuers, the Guarantors and the Trustee. The 2017 Exchange Securities will be offered by the Issuers in exchange for $253,378,000 aggregate

Graham Packaging Company, L.P. GPC Capital Corp. I October 4, 2010

principal amount of their outstanding 8 ¹/4% Senior Notes due 2017 that were issued on November 24, 2009, and the 2018 Exchange Securities will be offered by the Issuers in exchange for $250,000,000 aggregate principal amount of their outstanding 8 ¹/4% Senior Notes due 2018 that were issued on September 23, 2010.

We have examined the Registration Statement and the Indentures, which have been filed with the Commission as exhibits to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Issuers and the Guarantors.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indentures are the valid and legally binding obligation of the Trustee.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indentures upon the exchange, the Exchange Securities will constitute valid and legally binding obligations of the Issuers enforceable against the Issuers in accordance with their terms.

2. When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indentures upon the exchange and (b) the Guarantees have been duly issued,

-2-

Graham Packaging Company, L.P. GPC Capital Corp. I October 4, 2010

the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

Our opinions set forth in paragraphs 1 and 2 above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the law of the Commonwealth of Pennsylvania and the State of California, we have relied upon the opinions of Blank Rome LLP dated the date hereof, which are being filed as exhibits to the Registration Statement. Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the law of the State of Utah, we have relied upon the opinion of Jones Waldo Holbrook & McDonough PC dated the date hereof, which is being filed as an exhibit to the Registration Statement. Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the law of the State of Ohio, we have relied upon the opinion of Frost Brown Todd LLC dated the date hereof, which is being filed as an exhibit to the Registration Statement.

We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and, to the extent set forth herein, the law of the States of Pennsylvania, California, Utah and Ohio.

-3-

Graham Packaging Company, L.P. GPC Capital Corp. I October 4, 2010

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

-4-

Schedule I

GUARANTOR	STATE OF INCORPORATION OR FORMATION
Graham Packaging Holdings Company	Pennsylvania
GPC Sub GP LLC	Delaware
Graham Packaging Latin America, LLC	Delaware
Graham Packaging Poland, L.P.	Pennsylvania
Graham Recycling Company, L.P.	Pennsylvania
Graham Packaging France Partners	Pennsylvania
Graham Packaging West Jordan, LLC	Utah
Graham Packaging Acquisition Corp.	Delaware
Graham Packaging Plastic Products Inc.	Delaware
Graham Packaging PET Technologies Inc.	Delaware
Graham Packaging Regioplast STS Inc.	Delaware
Graham Packaging International Plastic Products Inc.	Delaware
Graham Packaging Leasing USA LLC	Delaware
Graham Packaging Comerc USA LLC	Delaware
Graham Packaging Controllers USA LLC	Delaware
Graham Packaging Technological Specialties LLC	Delaware
Graham Packaging Minster LLC	Ohio
GPACSUB LLC	Delaware
Graham Packaging GP Acquisition LLC	Delaware
Graham Packaging LP Acquisition LLC	Delaware
CPG-L Holdings, Inc.	Delaware
Liquid Container Inc.	Delaware
Graham Packaging LC, L.P.	Delaware
Graham Packaging PX Company	California
Graham Packaging PX Holding Corporation	Delaware
Graham Packaging PX, LLC	California
WCK-L Holdings, Inc.	Delaware

EX-5.2

Exhibit 5.2

[FROST BROWN TODD LLC LETTERHEAD]

OHIO · KENTUCKY · INDIANA · TENNESSEE · WEST VIRGINIA

October 4, 2010

Graham Packaging Company, L.P.

GPC Capital Corp I

2401 Pleasant Valley Road

York, Pennsylvania 17402

Ladies and Gentlemen:

We have acted as local counsel for Graham Packaging Minster LLC (the “Company”) in connection with the offer to exchange those certain $253,378,000 aggregate principal amount of 8¼% Senior Notes due 2017, issued pursuant to the Indenture dated as of November 24, 2009, as supplemental (the “2009 Indenture”) and those certain $250,000,000 aggregate principal amount of 8¼% Senior Notes due 2018, issued pursuant to the Indenture dated as of September 23, 2010 (the “2010 Indenture,” and together with the 2009 Indenture, the “Indentures”), each among Graham Packaging Company, L.P. and GPC Capital Corp. I (the “Issuers”), the subsidiary guarantors (including the Company) (collectively, the “Subsidiary Guarantors”), Graham Packaging Holdings Company (together with the Subsidiary Guarantors, the “Guarantors”), and The Bank of New York Mellon, as Trustee (the “Trustee”) for all outstanding unregistered 8¼% Senior Notes due 2017 and all outstanding 8¼% Senior Notes due 2018 (collectively, the “Transaction”). Capitalized terms defined in the Indentures and not otherwise defined herein shall have the meanings given those terms in the Indentures.

In connection with the opinions expressed herein, we have examined the following documents (the “Documents”):

1.    A copy of each of the Indentures;

2.    A joint certificate of the sole member of the Company and the operating manager of the Company as to certain factual matters (the “Joint Certificate”);

3.    A Certificate of Full Force and Effect with respect to the Company from the Secretary of State of Ohio, dated on or around September 27, 2010;

4.    The Articles of Organization and the Operating Agreement of the Company, the completeness and accuracy of each of which have been certified to us as part of the Joint Certificate;

5.    Resolutions of the sole member of the Company, dated as of November 24, 2009, with respect to the 2009 Indenture and the transactions contemplated thereby, the completeness and accuracy of which have been certified to us as part of the Joint Certificate;

6.    Resolutions of the sole member of the Company, dated as of September 23, 2010, with respect to the 2010 Indenture and the transactions contemplated thereby, the completeness and accuracy of which have been certified to us as part of the Joint Certificate;

2200 PNC Center, 201 East Fifth Street Cincinnati, Ohio 45202-4182 (513) 651-6800 • (513) 651-6981 fax www.frostbrowntodd.com

October 4, 2010

Page 2

7.    Joint Curative Resolutions of the sole member of the Company and the operating manager of the Company, dated on or around September 30, 2010, the completeness and accuracy of which have been certified to us as part of the Joint Certificate; and

8.    The minute books of the Company (the “Minute Books”).

In rendering the opinions set forth herein, we have assumed (i) other than as to the Company, the due authorization, execution and delivery of the Indentures, and (ii) that each of the Indentures (including the guarantees contained therein) constitutes the legal, valid and binding obligation of all parties thereto under applicable law, enforceable against all such parties in accordance with its terms. Further, we have assumed the authenticity of all documents submitted to us as originals, the legal capacity of all parties signing such documents, the genuineness of the signatures on such documents, and the conformity to original documents of all photostatic copies of such documents submitted to us. Finally, we have assumed that the records of the proceedings of the member of the Company contained in the Minute Books furnished to us by the Company are complete and accurate, and include all such records and reflect actions duly and validly taken by the member and/or operating manager of the Company.

As used herein, the phrases “to our knowledge,” “known to us” or similar phrases mean we have relied solely upon (i) the representations made in the Indentures, (ii) the Documents (including the Joint Certificate), and (iii) the actual knowledge of the limited number of attorneys in this firm who have been principally involved in the representation of the Company in the Transaction obtained in the scope of such representation and without (unless expressly described herein) any independent investigation or inquiry, and no inference as to our knowledge concerning factual matters should or may be drawn.

The phrases “limited liability company power” and “validly existing” refer to and are limited by Chapter 1705 of the Ohio Revised Code and the Articles of Organization and Operating Agreement of the Company.

The opinions expressed herein are limited to the laws (excluding securities laws and principles of conflicts of law) of the State of Ohio.

Based upon and subject to the foregoing, we are of the opinion that:

1. The Company is a limited liability company validly existing and in full force and effect under the laws of the State of Ohio.

2. The Company has the limited liability company power to execute and deliver each of the Indentures and to perform its obligations thereunder (including without limitation its obligations under Article 10 (Guarantees) thereof) and to conduct the business now owned and conducted by the Company in Ohio.

October 4, 2010

Page 3

3.    Each of the Indentures has been duly authorized by all necessary limited liability company action on behalf of the Company.

4.    The execution and delivery of each of the Indentures by the Company do not violate or constitute on the part of the Company a breach or default under (a) its Articles of Organization or Operating Agreement, or (b) to our knowledge, any of the following: (i) any applicable provisions of statutory law or regulation to which Ohio limited liability companies are generally subject or (ii) any order, judgment or decree of any court, governmental agency or authority of Ohio to which the Company is subject.

5.    To our knowledge, no approval, authorization or other action by, or filing with, any governmental body, governmental agency or authority of Ohio (which has not been obtained) is required in connection with the execution and delivery by the Company of each of the Indentures or the compliance by the Company with its obligations under each of the Indentures.

This opinion is given solely for (i) the use and benefit of the addressees in connection with the Transaction, and (ii) for use by Simpson Thacher & Bartlett LLP (“Simpson Thacher”), exclusively in connection with the authorized purposes set forth below.

We hereby authorize the Issuers and the Guarantors to reference our name in the “Legal Matters” section of the Form S-4 Registration Statement, filed by them on July 2, 2010 and the Amendment No. 1 to the Form S-4 Registration Statement, to be filed by them on or around October 4, 2010 (collectively the “Registration Statement”) and also the prospectus to the Registration Statement. We also hereby authorize the Issuers and Guarantors to file this opinion as an exhibit to the Registration Statement. We understand and agree that Simpson Thacher, counsel to the Issuers and Guarantors, may rely on this opinion in connection with its opinion addressed to you dated the date hereof and filed as Exhibit 5.1 of the Registration Statement.

This opinion may not be relied upon for any other purpose or by any other party or entity. This opinion speaks as of its date only and is based upon facts and law in existence on the date hereof, and we disclaim any undertaking to advise you of changes occurring therein after the date hereof.

/s/ Frost Brown Todd LLC

FROST BROWN TODD LLC

EX-5.3

Exhibit 5.3

[BLANK ROME LLP LETTERHEAD]

Phone:	215-569-5500
Fax:	215-569-5555
Email:	www.blankrome.com

October 4, 2010

Graham Packaging Company, L.P.

GPC Capital Corp. I

2401 Pleasant Valley Road

York, PA 17402

Ladies and Gentlemen:

We have acted as Pennsylvania counsel to Graham Packaging Holdings Company, a Pennsylvania limited partnership (“Holdings”) and each of the subsidiary guarantors formed under the laws of the Commonwealth of Pennsylvania set forth on Exhibit A attached hereto (together with Holdings, the “Pennsylvania Guarantors”) in connection with (i) the issuance by the Pennsylvania Guarantors of guarantees (the “2017 Notes Guarantees”) relating to the issuance by Graham Packaging Company, L.P. and GPC Capital Corp. I (collectively, the “Company Issuers”) of $253,378,000 aggregate principal amount of the Company Issuers’ 8 1/4% Senior Notes due 2017 (the “2017 Exchange Notes”) in exchange for all of their outstanding unregistered 8 1/4% Senior Notes due 2017 and (ii) the issuance by the Pennsylvania Guarantors of guarantees (the “2018 Notes Guarantees” and together with the 2017 Notes Guarantees, the “Guarantees”) relating to the issuance by the Company Issuers of $250,000,000 aggregate principal amount of the Company Issuers’ 8 1/4% Senior Notes due 2018 (the “2018 Exchange Notes” and together with the 2017 Exchange Notes, the “Exchange Notes”) in exchange for all of their outstanding unregistered 8 1/4% Senior Notes due 2018. The 2017 Exchange Notes will be issued under an indenture dated as of November 24, 2009, as supplemented by that certain Supplemental Indenture, dated as of the date hereof (the “2017 Indenture”), among the Company Issuers, the Pennsylvania Guarantors, certain other guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). The 2018 Exchange Notes will be issued under an indenture dated as of September 23, 2010 (the “2018 Indenture” and together with the 2017 Indenture, the “Indentures”), among the Company Issuers, certain other guarantors, and the Trustee.

In rendering the opinions herein, we have examined only (i) copies, as executed or issued, as the case may be (received by facsimile), of (A) the Registration Statement on Form S-4 (as amended by Amendment No. 1 to Form S-4 Registration Statement) relating to the issuance of the Exchange Notes (the “Registration Statement”); (B) the Indentures; and (C) the Guarantees whose terms are set forth in the Indentures (the Indentures and Guarantees are collectively referred to herein as the “Notes Agreements”); and (ii) originals or photostatic or certified copies of the records, certificates of public officials, certificates of officers of each of the Pennsylvania Guarantors, public records and other documents set forth on Exhibit B attached hereto.

We have assumed and relied upon, as to matters of fact and mixed questions of law and fact, the truth, accuracy and completeness of all factual matters set forth in the certificates listed on Exhibit B, and the representations and warranties of all parties made pursuant to or in connection with the Notes Agreements, or any thereof. We also have assumed the authenticity of the certificates of government officials referenced on Exhibit B. With your permission, our opinion in paragraph 1 as to the valid existence and subsistence of each of the Pennsylvania Guarantors (other than Graham Packaging France Partners (the “General

Graham Packaging Company, L.P.

GPC Capital Corp. I

October 4, 2010

Page 2

Partnership”)) under Pennsylvania law is based solely on the subsistence certificate of such Pennsylvania Guarantor identified on Exhibit B, a copy of which has been delivered to you, and is limited to the date of such certificate and the meaning ascribed to such certificate by the Commonwealth of Pennsylvania, and our opinion in paragraph 1 as to the valid existence and subsistence of the General Partnership under Pennsylvania law is based solely on the Secretary’s Certificate of the General Partnership identified on Exhibit B and is limited to the date of such certificate. Our opinions in paragraphs 4(ii) and 5 are based solely on a review of those state-level Pennsylvania statutes and regulations which, in our experience, are normally applicable to notes offerings, generally.

As Pennsylvania counsel to the Pennsylvania Guarantors for purposes of the execution and delivery (or issuance, as the case may be) of the Notes Agreements, our services are limited to specific matters referred to us by them. Consequently, we do not have knowledge of many transactions in which any of the Pennsylvania Guarantors has engaged or its day-to-day operations and activities.

Whenever our opinions in this letter, with respect to the existence or absence of facts, are based on our knowledge, it is intended to signify that during the course of our representation of the Pennsylvania Guarantors in connection with the Notes Agreements, including our review of the documents as described in this letter above, no information has come to the attention of those attorneys in this law firm who have actively participated in the preparation of this letter which has given them actual knowledge of the existence of any facts to the contrary. However, except for the document review specifically set forth in this letter above, we have not undertaken any independent investigation to determine the existence or absence of any facts material to our opinions herein, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of any of the Pennsylvania Guarantors. In addition, except as specifically described in this letter, we have not made an independent search of the books and records of any entity, or the public records of any jurisdiction. Our opinion in paragraph 5 relates only to consents, approvals and filings that, in our experience, are generally applicable to transactions of the kind contemplated by the Notes Agreements.

Our opinions in the numbered paragraphs below are qualified in all respects by the scope of our document examination described above.

Graham Packaging Company, L.P.

GPC Capital Corp. I

October 4, 2010

Page 3

In connection with this opinion letter, we have, with your consent, and without any independent investigation, assumed that:

(a) Each of the Notes Agreements has been duly executed and delivered (or issued, as the case may be) by all parties thereto other than the Pennsylvania Guarantors who are party thereto. The execution, delivery (or issuance, as the case may be) and performance of the Notes Agreements by all parties thereto other than the Pennsylvania Guarantors who are party thereto have been duly authorized by all requisite action, and each Notes Agreement is a valid and binding obligation of each party thereto (including each Pennsylvania Guarantor that is a party thereto), and is enforceable against each such party in accordance with its terms.

(b) The execution, delivery (or issuance, as the case may be) and performance of the Notes Agreements by each party thereto and the consummation by such party of the transactions contemplated thereby do not and will not conflict with or violate and will not cause or result in a violation or breach of: (i) the charter documents of such party, (ii) any law, statute, regulation or rule of any kind by which such party is bound or to which it is subject, (iii) any injunction, judgment, order, decree, ruling, charge or other restriction of a governmental agency (a “Governmental Authority”) by which such party is bound or to which it is subject, or (iv) any contracts, instruments, agreements, injunctions, orders or decrees by which such party is bound or to which it is subject; provided, however, that we have not assumed the matters set forth in our opinion in paragraph 4 below with respect to any Pennsylvania Guarantor.

(c) All factual matters contained in the Notes Agreements are true and correct and are not inconsistent with the opinions set forth in this letter.

(d) All signatures on all documents submitted to us for examination are genuine.

(e) All documents submitted to us as originals are authentic and all documents submitted to us as copies (certified or photocopies) conform to the original.

(f) All public records reviewed by us are accurate and complete.

(g) All natural persons who are parties to any of the Notes Agreements have the legal capacity to execute, deliver and perform same.

(h) Each party to the Notes Agreements is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation (except that we have not assumed the matters set forth in our opinion in paragraph 1 below with respect to any Pennsylvania Guarantor).

(i) The Company Issuers are engaged solely in the businesses described in the Registration Statement, and the Pennsylvania Guarantors are engaged solely in the businesses permitted by their respective partnership agreements.

Graham Packaging Company, L.P.

GPC Capital Corp. I

October 4, 2010

Page 4

(j) The Exchange Notes have been duly executed, authenticated, issued and delivered and constitute the valid and binding obligation of the Company Issuers enforceable against them in accordance with their terms.

The opinions herein are limited to the laws of the Commonwealth of Pennsylvania, and we have made no investigation of the laws of any other jurisdiction (including the laws of the United States) and express no opinion as to the laws of any such other jurisdiction within or outside the United States. In rendering the opinions in this letter, we have assumed compliance with all such other laws.

Based solely upon and subject to the qualifications, assumptions, exceptions and limitations heretofore and hereafter set forth, it is our opinion that:

1. Each Pennsylvania Guarantor is a limited partnership or general partnership, as applicable, validly existing and subsisting under the laws of the Commonwealth of Pennsylvania.

2. Each Pennsylvania Guarantor has the requisite partnership power and authority to enter into, execute and deliver (or issue as the case may be) each of the Notes Agreements.

3. Each Pennsylvania Guarantor’s execution and delivery (or issuance as the case may be) of the Notes Agreements have been duly authorized by all necessary partnership action on the part of such Pennsylvania Guarantor, and the Notes Agreements have been duly executed and delivered (or issued as the case may be) by such Pennsylvania Guarantor.

4. Except as disclosed in the Notes Agreements or any of the schedules or exhibits thereto, the execution and delivery (or issuance as the case may be) by the Pennsylvania Guarantors of the Notes Agreements do not (i) violate any Pennsylvania Guarantor’s partnership agreement or, if applicable, certificate of limited partnership; or (ii) violate any statute or regulation of the Commonwealth of Pennsylvania.

5. Except as disclosed in the Notes Agreements or any of the schedules or exhibits thereto, to our knowledge, the execution and delivery (or issuance as the case may be) by each Pennsylvania Guarantor of the Notes Agreements do not require on or prior to the date hereof the approval, authorization, order, registration, qualification or consent of, or filing with, any Pennsylvania state-level Governmental Authority.

Graham Packaging Company, L.P.

GPC Capital Corp. I

October 4, 2010

Page 5

Anything in this letter to the contrary notwithstanding, we express no opinion whatsoever regarding the following:

(i) the validity, binding nature or enforceability of any of the Notes Agreements or any of their respective provisions;

(ii) the existence, condition or state of title of, or rights in, any property purported to be owned or held by any of the Pennsylvania Guarantors;

(iii) the truth, accuracy or completeness of any representation or warranty made by any Pennsylvania Guarantor in any Notes Agreement or any other agreement, document or instrument reviewed by us in connection with this letter or the ability of any Pennsylvania Guarantor to perform any covenant or undertaking in any of the Notes Agreements to which it is a party;

(iv) the compliance of any Pennsylvania Guarantor or the transactions contemplated by the Notes Agreements with environmental laws or zoning, subdivision, land use, building or any other local laws, codes, regulations, ordinances or similar requirements; or

(v) the compliance of any Pennsylvania Guarantor or the transactions contemplated by the Notes Agreements with: (a) any law of any county, town, municipality or other political subdivision of the Commonwealth of Pennsylvania below the state level; (b) any law or regulation concerning taxation, labor, employee benefits, health and safety, health care, patents, trademarks or copyrights; or (c) any law or regulation concerning securities, blue sky, antitrust or unfair competition.

The opinions expressed herein have been issued to you solely in connection with the issuance of the Exchange Notes and related guarantees and may not be utilized or relied upon for any other purpose. The opinions expressed herein are strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. This opinion letter is not a guarantee and should not be construed or relied on as such.

We consent to the use of our name in the Registration Statement and in the prospectus in the Registration Statement as it appears in the caption “Legal Matters” and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations thereunder. We hereby authorize Simpson Thacher & Bartlett LLP to rely on this Opinion in rendering its opinion to you dated the date hereof and filed as Exhibit 5.1 to the Registration Statement.

Graham Packaging Company, L.P.

GPC Capital Corp. I

October 4, 2010

Page 6

The opinions expressed herein are issued as of the date of this letter, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may occur hereafter.

Very truly yours,

/s/ Blank Rome LLP

Graham Packaging Company, L.P.

GPC Capital Corp. I

October 4, 2010

Page 7

Exhibit A

1. Graham Packaging Poland, L.P.

2. Graham Recycling Company, L.P.

3. Graham Packaging France Partners

Exhibit B

1. The Subsistence Certificate of Graham Packaging Holdings Company issued by the Secretary of the Commonwealth of Pennsylvania on September 20, 2010.

2. The Subsistence Certificate of Graham Packaging Poland, L.P. issued by the Secretary of the Commonwealth of Pennsylvania on September 15, 2010.

3. The Subsistence Certificate of Graham Recycling Company, L.P. issued by the Secretary of the Commonwealth of Pennsylvania on September 15, 2010.

4. The Secretary’s Certificate dated November 24, 2009 signed by the Secretary of Graham Packaging Holdings Company, attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Agreements, the certificate of limited partnership, the agreement of limited partnership, and incumbency of certain officers executing the Notes Agreements.

5. The Secretary’s Certificate dated November 24, 2009 signed by the Secretary of Graham Packaging Poland, L.P., attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Agreements, the certificate of limited partnership, the agreement of limited partnership, and incumbency of certain officers executing the Notes Agreements.

6. The Secretary’s Certificate dated November 24, 2009 signed by the Secretary of Graham Packaging France Partners, attaching and certifying as to, among other things, its valid existence, subsistence, the resolutions authorizing the transactions under the Notes Agreements, the partnership agreement, and incumbency of certain officers executing the Notes Agreements.

7. The Secretary’s Certificate dated September 23, 2010 signed by the Secretary of Graham Packaging Holdings Company, attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Agreements, the certificate of limited partnership, the agreement of limited partnership, and incumbency of certain officers executing the Notes Agreements.

8. The Secretary’s Certificate dated September 23, 2010 signed by the Secretary of Graham Packaging Holdings Company, attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Agreements, the certificate of limited partnership, the agreement of limited partnership, and incumbency of certain officers executing the Notes Agreements.

9. The Secretary’s Certificate dated September 23, 2010 signed by the Secretary of Graham Packaging Poland, L.P., attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Agreements, the certificate of limited partnership, the agreement of limited partnership, and incumbency of certain officers executing the Notes Agreements.

10. The Secretary’s Certificate dated September 23, 2010 signed by the Secretary of Graham Recycling Company, L.P., attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Agreements, the certificate of limited partnership, the agreement of limited partnership, and incumbency of certain officers executing the Notes Agreements.

11. The Secretary’s Certificate dated September 23, 2010 signed by the Secretary of Graham Packaging France Partners, attaching and certifying as to, among other things, its valid existence, subsistence, the resolutions authorizing the transactions under the Notes Agreements, the partnership agreement, and incumbency of certain officers executing the Notes Agreements.

12. The Secretary’s Certificate dated as of the date hereof signed by the Secretary of Graham Packaging Holdings Company, attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Agreements, the certificate of limited partnership, the agreement of limited partnership, incumbency of certain officers executing the Notes Agreements and other matters.

13. The Secretary’s Certificate dated as of the date hereof signed by the Secretary of Graham Packaging Poland, L.P., attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Agreements, the certificate of limited partnership, the agreement of limited partnership, incumbency of certain officers executing the Notes Agreements and other matters.

14. The Secretary’s Certificate dated as of the date hereof signed by the Secretary of Graham Recycling Company, L.P., attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Agreements, the certificate of limited partnership, the agreement of limited partnership, incumbency of certain officers executing the Notes Agreements and other matters.

15. The Secretary’s Certificate dated as of the date hereof signed by the Secretary of Graham Packaging France Partners, attaching and certifying as to, among other things, its valid existence, subsistence, the resolutions authorizing the transactions under the Notes Agreements, the partnership agreement, incumbency of certain officers executing the Notes Agreements and other matters.

EX-5.4

Exhibit 5.4

October 4, 2010

Graham Packaging Company, L.P.

GPC Capital Corp. I

2401 Pleasant Valley Road

York, Pennsylvania 17402

Re:	Graham Packaging Company, L.P.
	$253,378,000 of 81/ 4% Senior Notes due 2017 $250,000,000 of 8 1/4% Senior Notes due 2018

Ladies and Gentlemen:

We have acted as special Utah counsel to Graham Packaging West Jordan, LLC, a Utah limited liability company (the “Utah Guarantor”), in connection with the following exchange offers (the “Exchange Offers”): (i) $253,378,000 aggregate principal amount of the Issuers’ 8¹/ ₄% Senior Notes due 2017 (the “2017 Senior Notes”), and (ii) $250,000,000 aggregate principal amount of the Issuers’ 8 ¹/4% Senior Notes due 2018 (the “2018 Senior Notes,” and with the 2017 Senior Notes, the “Exchange Notes”), pursuant to a Registration Statement on Form S-4, which was filed with the Securities and Exchange Commission (“SEC”) on July 2, 2010 by Graham Packaging Company, L.P., a Pennsylvania partnership (the “Company”), and GPC Capital Corp. I, a wholly-owned subsidiary of the Company (“GPC Capital” and, together with the Company, the “Issuers”), the Utah Guarantor and the additional subsidiary guarantors (the “Additional Guarantors” and with the Utah Guarantor, the “Guarantors”), and Amendment No. 1 thereto, to be filed with the SEC on the date hereof under the Securities Act of 1933, as amended (such registration statement, as so amended, the “Registration Statement”).

The Registration Statement relates to the proposed offers of the Issuers to exchange the 2017 Senior Notes for a like principal amount of the Issuers’ outstanding 8 ¹/4% Senior Notes due 2017 issued in a private offering on November 24, 2009 (the “Original 2017 Notes”) and to exchange the 2018 Senior Notes for a like principal amount of the Issuers’ outstanding 8 ¹/4% Senior Notes due 2018 issued in a private offering on September 23, 2010 (the “Original 2018 Notes,” and with the Original 2017 Notes, the “Original Notes”). The Original Notes were issued pursuant to two Indentures, dated in each case as of the date of the Original Notes, as supplemented, (the “Indentures”), among the Issuers, the Guarantors, and the Bank of New York Mellon, a New York banking corporation, as trustee. This opinion is rendered to you at the request of the Issuers. Capitalized terms used in this letter without definition have the meanings assigned to them in the Indentures.

In connection with this letter, we have examined executed originals or copies of executed originals of each of the following documents, each of which is dated the date hereof or as of the date hereof, unless otherwise noted (collectively, the “Offering Documents”):

1. the Indentures, and any Supplements thereto;

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GPC Capital Corp. I

October 4, 2010

Page 2

2. the form of Exchange Notes to be issued pursuant to the Indentures upon the consummation of the Exchange Offers for the Original Notes.

In addition, we have examined the following documents or copies thereof (collectively, the “Due Diligence Documents”):

1. the Registration Statement;

2. the following documents with respect to the Utah Guarantor (collectively, the “Utah Guarantor Documents”): (i) Action Taken By Written Consent of Sole Member, dated November 24, 2009; (ii) Action Taken By Written Consent of Managing Member, September 23, 2010; (iii) the Amended and Restated Articles of Organization, dated as of October 6, 2004; and (iv) the Operating Agreement of Graham Packaging West Jordan, dated as of October 17, 2004.

3. a Management Certificate, dated as of the date hereof, delivered on behalf of the Utah Guarantor, a copy of which is attached hereto as Exhibit A (the “Management Certificate”);

4. a Certificate of Existence, dated as of September 27, 2010, issued by the Division of Corporations and Commercial Code of the Department of Commerce of the State of Utah, with respect to the Utah Guarantor (the “Certificate of Existence”);

5. the various certificates and other closing documents delivered in connection with the closing of the transactions contemplated by the Offering Documents; and

6. such other documents, agreements, and instruments as we have deemed necessary or appropriate as a basis for the opinions hereafter expressed.

As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon the Due Diligence Documents and the representations and warranties in the Offering Documents, all of which we assume, without independent investigation, to be true, correct and complete.

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies. We have also assumed the legal capacity of natural persons.

We have assumed with respect to all parties to the Offering Documents, other than the Utah Guarantor (the “Other Parties”): (i) that each Other Party is a natural person or is an entity other than a natural person that has the corporate or other power and authority to execute and deliver the Offering Documents to which it is (or will be) a party and to consummate the transactions contemplated thereby; (ii) that each Other Party has taken all necessary corporate or

Graham Packaging Company, L.P.

GPC Capital Corp. I

October 4, 2010

Page 3

other action to authorize the execution and delivery by it of the Offering Documents to which it is (or will be) a party and the consummation of the transactions contemplated thereby; (iii) that each of the Offering Documents has been (or will be) duly executed and delivered by each Other Party that is (or will be) a party thereto.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that:

1. The Utah Guarantor: (a) is a duly formed limited liability company and is validly existing and in good standing as a limited liability company under the law of the State of Utah, and (b) has the limited liability company power and authority to conduct its business as described in the Registration Statement.

2. The Indentures have been duly authorized, executed and delivered by the Utah Guarantor.

3. The Guarantees under Article 10 of each of the Indentures have been duly authorized by the Utah Guarantor.

4. The obligations under the Guarantees of the Utah Guarantor, and the execution, delivery and performance by the Utah Guarantor of the Indentures, do not violate the Articles of Organization or Operating Agreement of the Utah Guarantor or any Utah Law.

5. No consent, approval, authorization, order, registration, filing or qualification of or with any governmental agency or body of the State of Utah or, to our knowledge, any court of the State of Utah is required to give rise to the guarantee obligations of the Utah Guarantor under the Guarantees or the compliance by the Utah Guarantor with all of the provisions of the Indentures.

The opinions and other matters in this letter are qualified in their entirety and subject to the following:

A. “Utah Law” means the laws of the State of Utah that Utah lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Utah Guarantor and to transactions of the type contemplated in the Exchange Offers, but does not include any statute, rule, regulation, or ordinance of any regional or local governmental body or as to any related judicial or administrative decision. We express no opinion herein as to the laws of any jurisdiction other than the State of Utah.

B. We express no opinion herein as to the enforceability of any of the Offering Documents.

Graham Packaging Company, L.P.

GPC Capital Corp. I

October 4, 2010

Page 4

C. This letter and the matters addressed herein are as of the date hereof or such earlier date as is specified herein, and we undertake no, and hereby disclaim, any obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Utah Guarantor or any other person or entity, or any other circumstance. This letter is limited to the matters expressly stated herein and no opinions or other matters are to be inferred or may be implied beyond the opinions and factual confirmations expressly set forth herein.

D. We express no opinion with respect to the fairness of the Offering Documents or any other matter, and, in rendering the opinions expressed herein, we have assumed, with your consent, that a court of competent jurisdiction would find all such matters to be entirely fair. We have assumed that no fraud, dishonesty, forgery, coercion, duress, or breach of fiduciary duty exists or will exist with respect to any of the Offering Documents, the Due Diligence Documents, or any other matter relevant to this letter.

E. The opinion expressed in paragraph 1(a) herein is given solely on the basis of the Certificate of Existence and is limited to the meaning ascribed to such certificate by each applicable State of Utah agency and applicable law.

F. We express no opinion as to (i) the actual jurisdiction whose laws will or should govern any Offering Document or any issue thereunder, (ii) what law a court applying the conflict of laws rules of any jurisdiction would or should deem applicable, or (iii) whether the choice or conflict of laws rules of any particular jurisdiction will or should govern or be applied to the Offering Documents.

G. We consent to the use of our name in the Registration Statement and in the prospectus in the Registration Statement as it appears in the caption “Legal Matters” and to the filing of this opinion as an exhibit to the Registration Statement. We understand and agree with the reliance on this opinion by Simpson Thacher & Bartlett LLP for purposes of their opinion to you dated the date hereof and filed as Exhibit 5.1 to the Registration Statement.

Very truly yours,

/s/ Jones, Waldo, Holbrook & McDonough, P.C.

JONES, WALDO, HOLBROOK & MCDONOUGH, P.C.

EXHIBIT A

MANAGEMENT CERTIFICATE

OF

GRAHAM PACKAGING WEST JORDAN, LLC

October 4, 2010

The undersigned Chief Financial Officer of Graham Packaging West Jordan, LLC, a Utah limited liability company (the “Company”), hereby makes the following acknowledgements, representations, and warranties to Jones, Waldo, Holbrook & McDonough, P.C. (the “Firm”) as of the date set forth above.

The Firm has acted as special Utah counsel to the Company in connection with the following exchange offers (the “Exchange Offers”) of (i) $253,378,000 aggregate principal amount of the Issuers’ 8¹/ ₄% Senior Notes due 2017 (the “2017 Senior Notes”), and (ii) $250,000,000 aggregate principal amount of the Issuers’ Senior Notes due 2018 (the “2018 Senior Notes,” and together with the 2017 Senior Notes, the “Exchange Notes”), pursuant to a Registration Statement on Form S-4, which was filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2010 by Graham Packaging Company, L.P., a Pennsylvania partnership (the “Company”), and GPC Capital Corp. I, a wholly-owned subsidiary of the Company (“GPC Capital” and, together with the Company, the “Issuers”), the Company and the additional subsidiary guarantors (the “Additional Guarantors” and with the Company, the “Guarantors”) and Amendment No. 1 thereto, to be filed with the SEC on the date hereof under the Securities Act of 1933, as amended (such Registration Statement, as so amended, the “Registration Statement”).

The Registration Statement relates to the proposed offers of the Issuers to exchange the 2017 Senior Notes for a like principal amount of the Issuers’ outstanding 8 ¹/4% Senior Notes due 2017 issued in a private offering on November 24, 2009 (the “Original 2017 Notes”) and to exchange the 2018 Senior Notes for a like principal amount of the Issuers’ outstanding 8¼% Senior Notes due 2018 issued in a private offering on September 23, 2010 (the “Original 2018 Notes,” and with the Original 2017 Notes, the “Original Notes”). The Original Notes were issued pursuant to two Indentures, dated in each case as of the date of the Original Notes, as supplemented, (the “Indentures”), among the Issuers, the Guarantors, and the Bank of New York Mellon, a New York banking corporation, as trustee. This opinion is rendered to you at the request of the Issuers. Capitalized terms used in this letter without definition have the meanings assigned to them in the Indentures.

The Firm is rendering an opinion, dated as of the date hereof, to the Issuers in connection with the Exchange Offers. The Firm is relying on the representations contained herein as a basis for such opinion.

1. The Company has delivered to the Firm copies of (i) Action Taken By Written Consent of Sole Member, dated November 24, 2009; (ii) Action Taken by Written Consent of Sole Member, dated September 23, 2010; (iii) the Amended and Restated Articles of Organization, dated as of October 6, 2004; and (iv) the Operating Agreement of Graham Packaging West Jordan, dated as of October 17, 2004 (together the “Company Documents”). The Company Documents are accurate, valid, and have not been changed or amended in any manner.

2. The sole Members of the Company are Graham Packaging Company, L.P., a Delaware limited partnership (“Packaging”), and GPC Sub GP LLC, a Delaware limited liability company, and Packaging has the authority to act on behalf of the Company and execute the Guarantees.

3. The Company: (a) is a duly formed limited liability company and is validly existing and in good standing as a limited liability company under the law of the State of Utah, and (b) has the limited liability company power and authority to conduct its business as described in the Registration Statement.

4. The Indentures have been duly authorized, executed and delivered by the Company.

5. The Guarantees under Article 10 of the Indentures (a) have been duly authorized by the Company, and (b) when the Exchange Notes are duly executed, authenticated, issued and delivered in accordance with the provisions of the Indentures upon the exchange described herein, will give rise to guarantee obligations of the Company to the Exchange Notes.

6. To our knowledge, the obligations under the Guarantees of the Company, and the execution, delivery and performance by the Company of the Indentures, do not violate the Articles of Organization or Operating Agreement of the Company, or the laws of the State of Utah.

7. To our knowledge, no consent, approval, authorization, order, registration, filing or qualification of or with any governmental agency or body of the State of Utah or any court of the State of Utah is required to give rise to the guarantee obligations of the Utah Guarantor under the Guarantees or the compliance by the Utah Guarantor with all of the provisions of the Indentures.

IN WITNESS WHEREOF, the undersigned Chief Financial Officer of the Company has executed this Management Certificate, effective as of the date first mentioned above, both personally and on behalf of the Company.

/s/ David W. Bullock

David W. Bullock, Chief Financial Officer

EX-5.5

Exhibit 5.5

[BLANK ROME LLP LETTERHEAD]

Phone:	215-569-5500
Fax:	215-569-5555
Email:	www.blankrome.com

October 4, 2010

Graham Packaging Company, L.P.

GPC Capital Corp. I

2401 Pleasant Valley Road

York, PA 17402

Ladies and Gentlemen:

We have acted as California counsel to Graham Packaging PX, LLC, a California limited liability company (“Graham Packaging”) and Graham Packaging PX Company, a California general partnership (“Graham Packaging GP” and together with Graham Packaging, the “California Guarantors”) in connection with (i) the issuance by the California Guarantors of guarantees (the “2017 Notes Guarantees”) relating to the issuance by Graham Packaging Company, L.P. and GPC Capital Corp. I (collectively, the “Company Issuers”) of $253,378,000 aggregate principal amount of the Company Issuers’ 8 1/4% Senior Notes due 2017 (the “2017 Exchange Notes”) in exchange for all of their outstanding unregistered 8 1/4% Senior Notes due 2017; and (ii) the issuance by the California Guarantors of guarantees (the “2018 Notes Guarantees” and together with the 2017 Notes Guarantees, the “Guarantees”) relating to the issuance by the Company Issuers of $250,000,000 aggregate principal amount of the Company Issuers’ 8 1/4% Senior Notes due 2018 (the “2018 Exchange Notes and together with the 2017 Exchange Notes, the “Exchange Notes”) in exchange for all of their outstanding unregistered 8 1/4% Senior Notes due 2018. The 2017 Exchange Notes will be issued under an indenture dated as of November 24, 2009, as amended and supplemented by that certain Supplemental Indenture dated as of the date hereof (the “2017 Indenture”), among the Company Issuers, the California Guarantors, certain other guarantors and The Bank of New York Mellon , as trustee (the “Trustee”). The 2018 Exchange Notes will be issued under an indenture dated as of September 23, 2010 (the “2018 Indenture” and together with the 2017 Indenture, the “Indentures”), among the Company Issuers, certain other guarantors, and the Trustee.

In rendering the opinions herein, we have examined only (i) copies, as executed or issued, as the case may be (received by facsimile), of (A) the Registration Statement on Form S-4 (as amended by Amendment No.1 to Form S-4 Registration Statement) relating to the issuance of the Exchange Notes (the “Registration Statement”); (B) the Indentures; and (C) the Guarantees whose terms are set forth in the Indentures (the Indentures and Guarantees are

collectively referred to herein as the “Notes Agreements”); and (ii) the originals or photostatic or certified copies of (A) the organizational and governance documents of the California Guarantors listed on Exhibit A attached hereto, (B) the certificate of governmental officials listed on Exhibit B (the “Certificate of Status”), and (C) the certificates of Michael L. Korniczky, as Secretary of Graham Packaging, on behalf of each of the California Guarantors referenced on Exhibit C (the “Officer’s Certificates”).

We have assumed and relied upon, as to matters of fact and mixed questions of law and fact, the truth, accuracy and completeness of all factual matters set forth in the certificates, the Officer’s Certificates and the representations and warranties of all parties made pursuant to or in connection with the Notes Agreements, or any thereof. We also have assumed the authenticity of the Certificate of Status and the organizational documents referenced on Exhibit A, and we have also assumed that the information contained in such certificates and documents is current through the date hereof notwithstanding any earlier “through” date contained therein. With your permission, our opinion in paragraph 1 as to the valid existence and good standing of Graham Packaging under California law is based solely on the Certificate of Status, and is limited to the meaning ascribed to such certificate by the State of California, and our opinion in paragraph 1 as to the valid existence of Graham Packaging GP under California law is based solely on the Officer’s Certificates and is limited to the date of such certificate. Our opinions in paragraphs 4(ii) and 5 are based solely on a review of those state-level California statutes and regulations which, in our experience, are normally applicable to notes offerings, generally.

As California counsel to the California Guarantors for purposes of the execution and delivery (or issuance, as the case may be) of the Notes Agreements, our services are limited to specific matters referred to us by them. Consequently, we do not have knowledge of many transactions in which any of the California Guarantors has engaged or their day-to-day operations and activities.

Whenever our opinions in this letter, with respect to the existence or absence of facts, are based on our knowledge, it is intended to signify that during the course of our representation of the California Guarantors in connection with the Notes Agreements, including our review of the documents as described in this letter above, no information has come to the attention of those attorneys in this law firm who have actively participated in the preparation of this letter that has given them actual knowledge of the existence of any facts to the contrary. However, except for the document review specifically set forth in this letter above, we have not undertaken any independent investigation to determine the existence or absence of any facts material to our opinions herein, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of any of the California Guarantors. In addition, except as specifically described in this letter, we have not made an independent search of the books and records of any entity, or the public records of any jurisdiction. Our opinion in paragraph 5 relates only to consents, approvals and filings that, in our experience, are generally applicable to transactions of the kind contemplated by the Notes Agreements.

Our opinions in the numbered paragraphs below are qualified in all respects by the scope of our document examination described above.

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In connection with this opinion letter, we have, with your consent, and without any independent investigation, assumed that:

(a) Each of the Notes Agreements has been duly executed and delivered (or issued, as the case may be) by all parties thereto other than the California Guarantors who are party thereto. The execution, delivery (or issuance, as the case may be) and performance of the Notes Agreements by all parties thereto other than the California Guarantors who are party thereto have been duly authorized by all requisite action, and each Notes Agreement is a valid and binding obligation of each party thereto (including each California Guarantor that is a party thereto), and is enforceable against each such party in accordance with its terms.

(b) The execution, delivery (or issuance, as the case may be) and performance of the Notes Agreements by each party thereto and the consummation by such party of the transactions contemplated thereby do not and will not conflict with or violate and will not cause or result in a violation or breach of: (i) the charter documents of such party, (ii) any law, statute, regulation or rule of any kind by which such party is bound or to which it is subject, (iii) any injunction, judgment, order, decree, ruling, charge or other restriction of a governmental agency (a “Governmental Authority”) by which such party is bound or to which it is subject, or (iv) any contracts, instruments, agreements, injunctions, orders or decrees by which such party is bound or to which it is subject; provided, however, that we have not assumed the matters set forth in our opinion in paragraph 4 below with respect to either California Guarantor.

(c) All factual matters contained in the Notes Agreements are true and correct and are not inconsistent with the opinions set forth in this letter.

(d) All signatures on all documents submitted to us for examination are genuine.

(e) All documents submitted to us as originals are authentic and all documents submitted to us as copies (certified or photocopies) conform to the original.

(f) All public records reviewed by us are accurate and complete.

(g) All natural persons who are parties to any of the Notes Agreements have the legal capacity to execute, deliver and perform same.

(h) Each party to the Notes Agreements is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation (except that we have not assumed the matters set forth in our opinion in paragraph 1 below with respect to either California Guarantor).

(i) The Company Issuers are engaged solely in the businesses described in the Registration Statement and the California Guarantors are engaged solely in the businesses permitted by their respective operating agreement or partnership agreement, as the case may be.

3

(j) The Notes Agreements have been duly executed, authenticated, issued and delivered and constitute the valid and binding obligation of the Company Issuers enforceable against them in accordance with their terms.

The opinions herein are limited to the internal laws of the State of California and to those California rules and regulations that in our experience are normally applicable to transactions of the kind contemplated by the Notes Agreements. We have made no investigation of the laws of any other jurisdiction (including the laws of the United States) and express no opinion as to the laws of any such other jurisdiction within or outside the United States. In rendering the opinions in this letter, we have assumed compliance with all such other laws.

Based solely upon and subject to the qualifications, assumptions, exceptions and limitations heretofore and hereafter set forth, it is our opinion that:

1. Graham Packaging is a limited liability company, validly existing and in good standing under the laws of the State of California. Graham Packaging GP is a general partnership validly existing under the laws of the State of California.

2. Each California Guarantor has the requisite limited liability company or partnership (as applicable) power and authority to enter into, execute and deliver (or issue as the case may be) each of the Notes Agreements.

3. Each California Guarantor’s execution and delivery (or issuance as the case may be) of the Notes Agreements have been duly authorized by all necessary limited liability company or partnership action (as applicable) on the part of such California Guarantor, and the Notes Agreements have been duly executed and delivered (or issued as the case may be) by such California Guarantor.

4. Except as disclosed in the Notes Agreements or any of the schedules or exhibits thereto, the execution and delivery (or issuance as the case may be) by the California Guarantors of the Notes Agreements do not (i) violate any California Guarantor’s limited liability company agreement or partnership agreement (as applicable) or, if applicable, Articles of Organization; or (ii) violate any statute or regulation of the State of California applicable to such California Guarantor.

5. Except as disclosed in the Notes Agreements or any of the schedules or exhibits thereto, to our knowledge, the execution and delivery (or issuance as the case may be) by each California Guarantor of the Notes Agreements do not require on or prior to the date hereof the approval, authorization, order, registration, qualification or consent of, or filing with, any California state-level Governmental Authority.

Anything in this letter to the contrary notwithstanding, we express no opinion whatsoever regarding the following:

(i) the validity, binding nature or enforceability of any of the Notes Agreements or any of their respective provisions;

4

(ii) the effect of insolvency, fraudulent conveyance, fraudulent transfer, moratorium and other similar laws or equitable principles affecting creditors’ rights and remedies generally;

(iii) the effect of any “doing business” statutes in any state on the validity or enforceability of obligations owing, or security interests granted, to the Trustee;

(iv) the existence, condition or state of title of, or rights in, any property purported to be owned or held by either of the California Guarantors;

(v) the truth, accuracy or completeness of any representation or warranty made by either California Guarantor in any Notes Agreement or any other agreement, document or instrument reviewed by us in connection with this letter or the ability of either California Guarantor to perform any covenant or undertaking in any of the Notes Agreements to which it is a party;

(vi) the compliance of either California Guarantor, its real estate, personal property or business operations or the transactions contemplated by the Notes Agreements with environmental laws or zoning, subdivision, land use, building or any other local laws, codes, regulations, ordinances or similar requirements; or

(vii) the compliance of either California Guarantor or the transactions contemplated by the Notes Agreements with: (a) any law or administrative decision of any county, town, municipality or other political subdivision of the State of California below the state level; (b) any law, regulation or administrative decision concerning taxation, labor, employee benefits, health and safety, health care, patents, trademarks or copyrights; or (c) any law or regulation concerning securities, blue sky, antitrust or unfair competition.

The opinions expressed herein have been issued to you solely in connection with the issuance of the Notes Agreements and related guarantees and may not be utilized or relied upon for any other purpose. The opinions expressed herein are strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. This opinion letter is not a guarantee and should not be construed or relied on as such.

We consent to the use of our name in the Registration Statement and in the prospectus in the Registration Statement as it appears in the caption “Legal Matters” and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations thereunder. We hereby authorize Simpson Thacher & Bartlett LLP to rely on this Opinion in rendering its opinion to you dated the date hereof and filed as Exhibit 5.1 to the Registration Statement.

The opinions expressed herein are issued as of the date of this letter, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may occur hereafter.

Very truly yours,

/s/ Blank Rome LLP

5

Exhibit A

Organizational Documents

1. Articles of Incorporation of Graham Packaging PX, LLC (f/k/a Plaxicon, LLC and Plaxicon, Inc.) filed September 11, 1989, the Certificate of Amendment of Articles of Incorporation filed September 25, 1992, and the Limited Liability Company Articles of Organization – Conversion, filed December 31, 2006, each certified by the Secretary of State of the State of California as of September 14, 2007.

2. Limited Liability Company Certificate of Amendment of Plaxicon, LLC changing its name to Graham Packaging PX, LLC filed with the Secretary of State of the State of California September 24, 2010.

3. Single Member Operating Agreement of Graham Packaging PX, LLC dated as of December 29, 2006 certified as full, true and correct on September 23, 2010 by Michael L. Korniczky, Secretary of Graham Packaging PX, LLC.

4. Partnership Agreement of Graham Packaging GP dated as of May 18, 1981, as amended by the First Amendment to Partnership Agreement dated June 30, 198, the Second Amendment to Partnership Agreement dated August 16, 1988 and the Third Amendment to Partnership Agreement dated October 23, 1989) each certified as full, true and correct on September 23, 2010 by Michael L. Korniczky, Secretary of Graham Packaging GP.

5. The Action Taken by Written Consent of the Sole Member of Graham Packaging PX, LLC, certified as full, true and correct, and in full force and effect by on September 23, 2010 by Michael L. Korniczky, Secretary of Graham Packaging PX, LLC.

6. Action Taken by Written Consent of the Partners of Graham Packaging GP, certified as full, true and correct, and in full force and effect by on September 23, 2010 by Michael L. Korniczky, Secretary of Graham Packaging GP.

6

Exhibit B

Certificate Of Status

1. The Subsistence Certificate of Graham Packaging PX, LLC (f/k/a Plaxicon, LLC) issued by the Secretary of the State of California on September 16, 2010.

Exhibit C

Officer’s Certificates

1. The Secretary’s Certificate dated September 23, 2010 signed by the Secretary of Graham Packaging PX, LLC, attaching and certifying as to, among other things, the documents described on Exhibit A above.

2. Officer’s Certificate of Michael L. Korniczky, Secretary of Graham Packaging PX, LLC dated October 4, 2010.

EX-12.1

Exhibit 12.1

GRAHAM PACKAGING HOLDINGS COMPANY

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Year Ended December 31,															Six Months Ended June 30,
	2005			2006			2007			2008			2009			2009			2010
	(In thousands, except ratio data)
(Loss) income from continuing operations before income taxes(1)	$	(37,687	)	$	(92,309	)	$	(183,323	)	$	(34,379	)	$	51,609		$	64,422		$	30,823
Plus fixed charges:
Interest expense		184,995			205,405			206,017			180,278			176,897			76,911			87,275
Capitalized interest		6,070			9,482			5,715			3,933			3,399			1,727			2,093
Portion of rent expense representative of interest expense		16,197			17,912			18,343			17,343			16,767			8,243			8,293
Plus income from equity investee		—			—			—			—			(4	)		—			(40	)
Plus amortization of capitalized interest		1,464			2,254			2,777			2,663			2,830			1,333			1,414
Less capitalized interest		(6,070	)		(9,482	)		(5,715	)		(3,933	)		(3,399	)		(1,727	)		(2,093	)
Adjusted earnings	$	164,969		$	133,262		$	43,814		$	165,905		$	248,099		$	150,910		$	127,765
Fixed charges	$	207,262		$	232,799		$	230,075		$	201,554		$	197,063		$	86,881		$	97,661
Ratio of earnings to fixed charges		—			—			—			—			1.3			1.7			1.3
Deficiency of earnings to cover fixed charges	$	42,293		$	99,537		$	186,261		$	35,649		$	—		$	—		$	—

(1) Amounts disclosed for 2005 are impacted by $0.7 million of noncontrolling interests.

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF GRAHAM PACKAGING HOLDINGS COMPANY

Name	Jurisdiction and Type of Formation
Graham Packaging Company, L.P.	Delaware Limited Partnership
GPC Capital Corp. I	Delaware Corporation
GPC Capital Corp. II	Delaware Corporation
GPC Opco GP LLC	Delaware Limited Liability Company
GPC Sub GP LLC	Delaware Limited Liability Company
Graham Recycling Company, L.P.	Pennsylvania Limited Partnership
Financière Graham Emballages Plastiques SNC	French General Partnership
Financière Graham Packaging France SNC	French General Partnership
Graham Packaging Acquisition Corp.	Delaware Corporation
Graham Packaging Argentina S.A.	Argentine Corporation
Graham Packaging Belgium S.A.	Belgian Corporation
Graham Packaging Canada Limited	Ontario Corporation
Graham Packaging Comerc USA LLC	Delaware Limited Liability Company
Graham Packaging Company BV	Netherlands Limited Liability Company
Graham Packaging Company OY	Finnish Limited Liability Company
Graham Packaging Controllers USA LLC	Delaware Limited Liability Company
Graham Packaging do Brasil Industria e Comercio S.A.	Brazilian Corporation
Graham Packaging Europe SNC	French General Partnership
Graham Packaging European Services, Ltd.	English & Wales Limited Liability Company
Graham Packaging France Partners	Pennsylvania General Partnership
Graham Packaging France, S.A.S.	French Corporation
Graham Packaging Holdings BV	Netherlands Limited Liability Company
Graham Packaging Iberica S.L.	Spanish Limited Liability Company
Graham Packaging International Plastic Products Inc.	Delaware Corporation
Graham Packaging Latin America, LLC	Delaware Limited Liability Company
Graham Packaging Leasing USA LLC	Delaware Limited Liability Company
Graham Packaging Lummen NV	Belgian Limited Liability Corporation
Graham Packaging Minster LLC	Ohio Limited Liability Company
Graham Packaging Normandy SARL	French Limited Liability Company
Graham Packaging PET Technologies Inc.	Delaware Corporation
Graham Packaging Plastic Products de Mexico S. de R.L. de C.V.	Mexican Limited Liability Company
Graham Packaging Plastic Products Inc.	Delaware Corporation
Graham Packaging Plasticos de Venezuela C.A.	Venezuelan Corporation
Graham Packaging Plastics Limited	English & Wales Limited Liability Company
Graham Packaging Poland, L.P.	Pennsylvania Limited Partnership
Graham Packaging Regioplast STS Inc.	Delaware Corporation
Graham Packaging Technological Specialties LLC	Delaware Limited Liability Company
Graham Packaging U.K. Ltd.	English & Wales Corporation
Graham Packaging Villecomtal SARL	French Limited Liability Company
Graham Packaging West Jordan, LLC	Utah Limited Liability Company
Graham Packaging Zoetermeer BV	Netherlands Limited Liability Company
Graham Plastpak Plastik Ambalaj A.S.	Turkish Corporation
GPACSUB LLC	Delaware Limited Liability Company
Lido Plast San Luis S.A.	Argentine Corporation
Graham Packaging Poland Sp. Z.o.o.	Polish Limited Liability Company
Graham Packaging Parana, Ltda.	Brazilian Limited Liability Company
Resin Rio Comercio Ltda.	Brazilian Limited Liability Company
Servicios Graham Packaging S. de R.L. de C.V.	Mexican Limited Liability Company
Societa Imballagi Plastici, S.r.L.	Italian Limited Liability Company
Graham Packaging San Martin S.A.	Argentine Corporation
Graham Packaging Asia Limited	Hong Kong Limited Liability Company
Graham Blow Pack Private Limited	Indian Limited Liability Company
Graham Packaging Japan Godo Kaisha	Japanese Limited Liability Company
Graham Packaging GP Acquisition LLC	Delaware Limited Liability Company
Graham Packaging LP Acquisition LLC	Delaware Limited Liability Company
CPG-L Holdings, Inc.	Delaware Corporation
Liquid Container Inc.	Delaware Corporation
Graham Packaging LC, L.P.	Delaware Limited Partnership
Graham Packaging PX Company	California General Partnership
Graham Packaging PX Holding Corporation	Delaware Corporation
Graham Packaging PX, LLC	California Limited Liability Company
WCK-L Holdings, Inc.	Delaware Corporation

EX-23.6

Exhibit 23.6

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 1 to Registration Statement No. 333-167976 of our report dated March 10, 2010, except for Note 27, as to which the date is July 2, 2010, relating to the consolidated financial statements of Graham Packaging Holdings Company and Subsidiaries (the “Company”) and the related financial statement schedules I and II appearing elsewhere in this Registration Statement (which report on the consolidated financial statements and financial statement schedules expresses an unqualified opinion on the financial statements and financial statement schedules and includes an explanatory paragraph relating to the retrospective adjustment for push-down accounting) and of our report dated March 10, 2010, relating to the effectiveness of the Company’s internal control over financial reporting appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the headings “Experts” in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania

October 4, 2010

EX-23.7

Exhibit 23.7

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our reports dated August 18, 2010 with respect to the financial statements of Liquid Container Inc. and July 30, 2010, with respect to the financial statements of WCK-L Holdings, Inc. and CPG-L Holdings, Inc. each contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned reports in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP

Chicago, IL

October 4, 2010

EX-24.1

Exhibit 24.1

OMNIBUS POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of David W. Bullock and Michael L. Korniczky, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, in his or her capacity as an officer, director or manager, as the case may be, of the registrants listed below), a Registration Statement on Form S-4 and any amendments, including post-effective amendments, thereto relating to the 8 ¹/4% Senior Notes due 2017 (the “2017 Senior Notes”) and 8 ¹/4% Senior Notes due 2018 (the “2018 Senior Notes”) of Graham Packaging Company, L.P. and GPC Capital Corp. I (the “Issuers”) and the guarantees relating to the 2017 Senior Notes and the 2018 Senior Notes, and to file the same, with all exhibits thereto, and all other documents in connection therewith, as contemplated under the Registration Rights Agreement, dated as of November 24, 2009, among the Issuers, the Guarantors named therein, Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Goldman, Sachs & Co., relating to the 2017 Senior Notes, with the Securities and Exchange Commission, and under the Registration Rights Agreement, dated as of September 23, 2010, among the Issuers, the Guarantors named therein, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Goldman, Sachs & Co., relating to the 2018 Senior Notes, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to enable the registrants listed below to comply with the provisions of the Securities Act of 1933, as amended, and all the rules, regulations and requirements of the Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

[Balance of Page Intentionally Blank]

This Omnibus Power of Attorney may be signed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS HEREOF, each of the undersigned has subscribed his or her name as of the 4th day of October, 2010.

Graham Packaging Company, L.P.

GPC Capital Corp. I

Graham Packaging Holdings Company

GPC Sub GP LLC

Graham Packaging Latin America, LLC

Graham Packaging Poland, L.P.

Graham Recycling Company, L.P.

Graham Packaging France Partners

Graham Packaging West Jordan, LLC

Graham Packaging Acquisition Corp.

Graham Packaging Plastic Products Inc.

Graham Packaging PET Technologies Inc.

Graham Packaging Regioplast STS Inc.

Graham Packaging International Plastic Products Inc.

Graham Packaging Leasing USA LLC

Graham Packaging Comerc USA LLC

Graham Packaging Controllers USA LLC

Graham Packaging Technological Specialties LLC

Graham Packaging Minster LLC

GPACSUB LLC

Graham Packaging GP Acquisition LLC

Graham Packaging LLC Acquisition LLC

CPG-L Holdings, Inc.

Liquid Container Inc.

Graham Packaging LC, L.P.

Graham Packaging PX Company

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

WCK-L Holdings, Inc.

/s/ MARK S. BURGESS

Mark S. Burgess

/s/ DAVID W. BULLOCK

David W. Bullock

/s/ WILLIAM E. HENNESSEY

William E. Hennessey

/s/ CHINH E. CHU

Chinh E. Chu

/s/ VIKRANT SAWHNEY

Vikrant Sawhney

/s/ ANGELO G. ACCONCIA

Angelo G. Acconcia

/s/ CHARLES E. KIERNAN

Charles E. Kiernan

/s/ GARY G. MICHAEL

Gary G. Michael

/s/ JOHN R. CHIMINSKI

John R. Chiminski

/s/ THOMAS C. HALLOWELL

Thomas C. Hallowell

/s/ MICHAEL L. KORNICZKY

Michael L. Korniczky

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

Graham Packaging Company, L.P.

GPC Capital Corp. I

(Exact name of obligor as specified in its charter)

(See table of additional obligor guarantors)

Delaware Delaware	23-278668 23-295240
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
2401 Pleasant Valley Road York, Pennsylvania	17402
(address of principal executive offices)	(Zip Code)

8  ¹/4% Senior Notes Due 2017

8  ¹/4% Senior Notes Due 2018

Guarantees of 8 ¹ /4% Senior Notes Due 2017

Guarantees of 8 ¹ /4% Senior Notes Due 2018

(Title of indenture securities)

TABLE OF ADDITIONAL OBLIGOR GUARANTORS

Exact Name of Obligor Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code, of Obligor Guarantor’s Principal Executive Offices
Graham Packaging Holdings Company	Pennsylvania	23-2553000	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
GPC Sub GP LLC	Delaware	23-2952400	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
Graham Packaging Latin America, LLC	Delaware	23-2946827	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
Graham Packaging Poland, L.P.	Pennsylvania	23-2855283	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
Graham Recycling Company, L.P.	Pennsylvania	23-2636186	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
Graham Packaging France Partners	Pennsylvania	23-2850220	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
Graham Packaging West Jordan, LLC	Utah	04-3642518	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
Graham Packaging Acquisition Corp.	Delaware	75-3168236	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
Graham Packaging Plastic Products Inc.	Delaware	95-2097550	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
Graham Packaging PET Technologies Inc.	Delaware	06-1088896	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
Graham Packaging Regioplast STS Inc.	Delaware	34-1743397	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
Graham Packaging International Plastic Products Inc.	Delaware	34-1880159	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
Graham Packaging Leasing USA LLC	Delaware	61-1216682	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
Graham Packaging Comerc USA LLC	Delaware	61-1216688	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
Graham Packaging Controllers USA LLC	Delaware	61-1216684	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
Graham Packaging Technological Specialties LLC	Delaware	61-1216686	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
Graham Packaging Minster LLC	Ohio	56-2595198	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
GPACSUB LLC	Delaware	26-1127569	2401 Pleasant Valley Road
			York, Pennsylvania 17402
			(717) 849-8500
Graham Packaging GP Acquisition LLC	Delaware	27-3420526	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging LP Acquisition LLC	Delaware	27-3420362	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
CPG-L Holdings, Inc.	Delaware	36-3735726	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Liquid Container Inc.	Delaware	36-3735721	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging LC, L.P.	Delaware	36-3735725	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging PX Holding Corporation	Delaware	59-1748223	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging PX, LLC	California	95-3585385	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging PX Company	California	95-3571918	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
WCK-L Holdings, Inc.	Delaware	36-3735728	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500

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General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10038
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Pittsburgh, and State of Pennsylvania, on the 4th day of October, 2010.

THE BANK OF NEW YORK MELLON
By:	/s/ Leslie Lockhart
	Name:	Leslie Lockhart
	Title:	Senior Associate

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2010, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	2,894,000
Interest-bearing balances	70,096,000
Securities:
Held-to-maturity securities	3,740,000
Available-for-sale securities	47,179,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices	1,000
Securities purchased under agreements to resell	1,090,000
Loans and lease financing receivables:
Loans and leases held for sale	22,000
Loans and leases, net of unearned income	25,167,000
LESS: Allowance for loan and lease losses	525,000
Loans and leases, net of unearned income and allowance	24,642,000
Trading assets	6,020,000
Premises and fixed assets (including capitalized leases)	1,025,000
Other real estate owned	6,000
Investments in unconsolidated subsidiaries and associated companies	883,000
Direct and indirect investments in real estate ventures	0
Intangible assets:
Goodwill	4,897,000
Other intangible assets	1,403,000
Other assets	12,096,000
Total assets	175,994,000

LIABILITIES
Deposits:
In domestic offices	67,709,000
Noninterest-bearing	39,261,000
Interest-bearing	28,448,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	72,585,000
Noninterest-bearing	2,240,000
Interest-bearing	70,345,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	2,906,000
Securities sold under agreements to repurchase	12,000
Trading liabilities	7,528,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	1,619,000
Not applicable
Not applicable
Subordinated notes and debentures	3,490,000
Other liabilities	5,096,000
Total liabilities	160,945,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	8,545,000
Retained earnings	6,215,000
Accumulated other comprehensive income	-1,208,000
Other equity capital components	0
Total bank equity capital	14,687,000
Noncontrolling (minority) interests in consolidated subsidiaries	362,000
Total equity capital	15,049,000
Total liabilities and equity capital	175,994,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell
Robert P. Kelly	Directors
Catherine A. Rein

EX-99.1

Exhibit 99.1

GRAHAM PACKAGING COMPANY, L.P.

GPC CAPITAL CORP. I

LETTER OF TRANSMITTAL

OFFERS TO EXCHANGE

$253,378,000 PRINCIPAL AMOUNT OF THE ISSUERS’ 8 ¹/4% SENIOR NOTES

DUE 2017, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, FOR ANY AND ALL OF THE ISSUERS’ OUTSTANDING UNREGISTERED 8 ¹/4% SENIOR NOTES DUE 2017 THAT WERE ISSUED ON NOVEMBER 24, 2009

$250,000,000 PRINCIPAL AMOUNT OF THE ISSUERS’ 8¼% SENIOR NOTES

DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,

AS AMENDED, FOR ANY AND ALL OF THE ISSUERS’ OUTSTANDING UNREGISTERED 8¼%

SENIOR NOTES DUE 2018 THAT WERE ISSUED ON SEPTEMBER 23, 2010

THE EXCHANGE OFFERS WILL EXPIRE AT 12:00 A.M. MIDNIGHT, NEW YORK CITY TIME, ON                     , 2010 (THE “EXPIRATION DATE”) UNLESS THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO

12:00 A.M. MIDNIGHT, NEW YORK CITY TIME, ON                     , 2010.

The Exchange Agent for the Exchange Offers is:

THE BANK OF NEW YORK MELLON

By Registered or Certified Mail:	By Facsimile:	By Overnight Courier or Hand:
The Bank of New York Mellon	(212) 298-1915	The Bank of New York Mellon
Corporate Trust Operations		Corporate Trust Operations
Reorganization Unit		Reorganization Unit
101 Barclay Street—Floor 7E		101 Barclay Street—Floor 7E
New York, New York 10286		New York, New York 10286
Attention: Carolle Montreuil		Attention: Carolle Montreuil
	To Confirm by Telephone: (212) 815-5920

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Holders of Outstanding Unregistered Notes (as defined below) should complete this Letter of Transmittal either if Outstanding Unregistered Notes are to be forwarded herewith or if tenders of Outstanding Unregistered Notes are to be made by book-entry transfer to an account maintained by the Exchange Agent at the book-entry transfer facility specified by the holder pursuant to the procedures set forth in “The Exchange Offers—Book-Entry Delivery Procedures” and “The Exchange Offers—Procedures for Tendering Outstanding Unregistered Notes” in the Prospectus (as defined below) and an “Agent’s Message” (as defined below) is not delivered. If tender is being made by book-entry transfer, the holder must have an Agent’s Message delivered in lieu of this Letter of Transmittal.

Holders of Outstanding Unregistered Notes whose certificates for such Outstanding Unregistered Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Unregistered Notes according to the guaranteed delivery procedures set forth in “The Exchange Offers—Guaranteed Delivery Procedures” in the Prospectus.

Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Outstanding Unregistered Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Unregistered Notes are held of record by The Depository Trust Company (“DTC”).

The undersigned acknowledges receipt of the Prospectus dated                     , 2010 (as it may be amended or supplemented from time to time, the “Prospectus”) of Graham Packaging Company, L.P., a Delaware limited partnership, and GPC Capital Corp. I, a Delaware corporation (the “Issuers”), and certain of the Issuers’ affiliates (each, a “Guarantor” and collectively, the “Guarantors”), and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Issuers’ offers (the “Exchange Offers”) to exchange an aggregate principal amount of up to $253,378,000 of the Issuers’ 8 ¹/4% Senior Notes due 2017 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “2017 Exchange Notes”), for any and all of the Issuers’ outstanding unregistered 8 ¹/4% Senior Notes due 2017 that were issued on November 24, 2009 (the “Outstanding Unregistered 2017 Notes”) and to exchange an aggregate principal amount of up to $250,000,000 of the Issuers’ 8¼% Senior Notes due 2018, which have been registered under the Securities Act (the “2018 Exchange Notes,” and, together with the 2017 Exchange Notes, the “Exchange Notes”), for any and all of the Issuers’ outstanding unregistered 8¼% Senior Notes due 2018 that were issued on September 23, 2010 (the “Outstanding Unregistered 2018 Notes,” and, together with the Outstanding Unregistered 2017 Notes, the “Outstanding Unregistered Notes”). The Outstanding Unregistered Notes are unconditionally guaranteed (the “Outstanding Unregistered Guarantees”) by the Guarantors and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offers in exchange for the Outstanding Unregistered Guarantees of the Outstanding Unregistered Notes for which such Exchange Notes are issued in the Exchange Offers. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offers” include the Guarantors’ offers to exchange the New Guarantees for the Outstanding Unregistered Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Unregistered Notes” include the related Outstanding Unregistered Guarantees.

For each Outstanding Unregistered Note accepted for exchange, the holder of such Outstanding Unregistered Note will receive an Exchange Note having a principal amount equal to that of the surrendered Outstanding Unregistered Note. The Exchange Notes will bear interest at a rate of 8 ¹/4% per annum. Interest on the 2017 Exchange Notes will accrue from and including July 1, 2010, the first day of the current interest period for the Outstanding Unregistered 2017 Notes, and is payable on January 1 and July 1 of each year. Interest on the 2018 Exchange Notes will accrue from and including April 1, 2011, the first day of the current interest period for the Outstanding Unregistered 2018 Notes, and is payable on April 1 and October 1 of each year.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action that the undersigned desires to take with respect to the Exchange Offers.

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PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY

BEFORE CHECKING ANY BOX BELOW.

List below the Outstanding Unregistered Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts of Outstanding Unregistered Notes should be listed on a separate signed schedule affixed hereto.

All Tendering Holders Complete Box 1:

Box 1

Description of Outstanding Unregistered Notes Tendered Herewith*

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))		Certificate or Registration Amount Number(s) of Outstanding Unregistered Notes**	Aggregate Principal Amount of Represented by Outstanding Unregistered Notes	Aggregate Principal Outstanding Unregistered Notes Being Tendered***
	Total:
*          If the space provided is inadequate, list the certificate numbers and principal amount of Outstanding Unregistered Notes on a separate signed schedule and attach the list to this Letter of Transmittal.
**       Need not be completed by book-entry holders.
***     The minimum permitted tender is $2,000 in principal amount. All tenders must be in denominations of $2,000 and integral multiples of $1,000 in excess thereof in principal amount. Unless otherwise indicated in this column, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Unregistered Notes. See instruction 2.

Box 2

Book-Entry Transfer

¨       CHECK HERE IF TENDERED OUTSTANDING UNREGISTERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:                                                                                                                                                              

Account Number:                                                                                                                                                                                        

Transaction Code Number:                                                                                                                                                                     

Holders of Outstanding Unregistered Notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute the tender through DTC’s Automated Tender Offer Program (“ATOP”) for which the transaction will be eligible. DTC participants that are accepting the Exchange Offers must transmit their acceptances to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Outstanding Unregistered Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding

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Unregistered Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Each DTC participant transmitting an acceptance of the Exchange Offers through the ATOP procedures will be deemed to have agreed to be bound by the terms of this Letter of Transmittal. Delivery of an Agent’s Message by DTC will satisfy the terms of the Exchange Offers as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offers by submitting a Notice of Guaranteed Delivery through ATOP.

Box 3
Notice of Guaranteed Delivery
(See Instruction 1 below)

¨       CHECK HERE IF TENDERED OUTSTANDING UNREGISTERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):                                                                                                                                                    

Window Ticket Number (if any):                                                                                                                                                     

Name of Eligible Guarantor Institution that Guaranteed Delivery:                                                                                      

Date of Execution of Notice of Guaranteed Delivery:                                                                                                              

IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

Name of Tendering Institution:                                                                                                                                                         

Account Number:                                                                                                                                                                                   

Transaction Code Number:                                                                                                                                                                

Box 4
Return of Non-Exchanged Outstanding Unregistered Notes
Tendered by Book-Entry Transfer

¨       CHECK HERE IF OUTSTANDING UNREGISTERED NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING UNREGISTERED NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET FORTH ABOVE.

Box 5

Participating Broker-Dealer

¨       CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OUTSTANDING UNREGISTERED NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:                                                                                                                                                                                                          

Address:                                                                                                                                                                                                     

If the undersigned is not a broker-dealer, the undersigned represents that it is acquiring the Exchange Notes in the ordinary course of business and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Unregistered Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of

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the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offers with respect to Outstanding Unregistered Notes acquired other than as a result of market-making activities or other trading activities. Any broker-dealer who purchased Outstanding Unregistered Notes from the Issuers to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

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Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offers, the undersigned hereby tenders to the Issuers the aggregate principal amount of the Outstanding Unregistered Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Unregistered Notes tendered herewith in accordance with the terms and conditions of the Exchange Offers (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuers all right, title and interest in and to such Outstanding Unregistered Notes as are being tendered herewith.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuers, in connection with the Exchange Offers) with respect to the tendered Outstanding Unregistered Notes, with full power of substitution and resubstitution (such power of attorney being deemed an irrevocable power coupled with an interest) to (1) deliver certificates representing such Outstanding Unregistered Notes, or transfer ownership of such Outstanding Unregistered Notes on the account books maintained by the book-entry transfer facility specified by the holder(s) of the Outstanding Unregistered Notes, together, in each such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuers, (2) present and deliver such Outstanding Unregistered Notes for transfer on the books of the Issuers and (3) receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Outstanding Unregistered Notes, all in accordance with the terms of the Exchange Offers.

The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Unregistered Notes tendered hereby, (b) when such tendered Outstanding Unregistered Notes are accepted for exchange, the Issuers will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and (c) the Outstanding Unregistered Notes tendered for exchange are not subject to any adverse claims or proxies when accepted by the Issuers. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Outstanding Unregistered Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Outstanding Unregistered Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, and that neither the holder of such Outstanding Unregistered Notes nor any such other person is an “affiliate,” as such term is defined in Rule 405 under the Securities Act, of the Issuers or any Guarantor. If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

The undersigned also acknowledges that these Exchange Offers are being made based on the Issuers’ understanding of an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) as set forth in no-action letters issued to third parties, including Morgan Stanley & Co. Incorporated (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters, that the Exchange Notes issued in exchange for the Outstanding Unregistered Notes pursuant to the Exchange Offers may be offered for resale, resold and otherwise transferred by each holder thereof (other than a broker-dealer who acquires such Exchange Notes directly from the Issuers for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Company or the Guarantors within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder’s business and such holder is not engaged in, and does not intend to engage in, a distribution of such Exchange Notes and has no arrangement or understanding with any person to participate in the distribution of such Exchange Notes. If a holder of the Outstanding Unregistered Notes is an affiliate of the Issuers or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged

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in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offers, such holder (x) may not rely on the applicable interpretations of the staff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer that will receive the Exchange Notes for its own account in exchange for the Outstanding Unregistered Notes, it represents that the Outstanding Unregistered Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuers or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Unregistered Notes or transfer ownership of such Outstanding Unregistered Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Unregistered Notes by the Issuers and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Issuers of the Issuers’ obligations under the Registration Rights Agreement, dated as of November 24, 2009, among the Issuers, the Guarantors named therein and Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Goldman, Sachs & Co. Registration Rights Agreement, dated as of September 23, 2010, among the Issuers, the Guarantors named therein and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Goldman, Sachs & Co. (collectively the “Registration Rights Agreements”), and that the Issuers shall have no further obligations or liabilities thereunder except as provided in Section 7 of such agreements. The undersigned will comply with its obligations under the Registration Rights Agreements.

The Exchange Offers are subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offers—Conditions to the Exchange Offers.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Issuers), as more particularly set forth in the Prospectus, the Issuers may not be required to exchange any of the Outstanding Unregistered Notes tendered hereby and, in such event, the Outstanding Unregistered Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the Exchange Offer. In addition, the Issuers may amend the Exchange Offers at any time prior to the Expiration Date if any of the conditions set forth under “The Exchange Offers—Conditions to the Exchange Offers” occur.

All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, administrators, trustees in bankruptcy and legal representatives of the undersigned. Tendered Outstanding Unregistered Notes may be withdrawn at any time prior to the Expiration Date in accordance with the procedures set forth in the terms of this Letter of Transmittal. Unless otherwise indicated herein in the box entitled “Special Registration Instructions” below, please deliver the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Unregistered Notes for any Outstanding Unregistered Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of the Outstanding Unregistered Notes, please credit the account indicated above. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Unregistered Notes for any Outstanding Unregistered Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Outstanding Unregistered Notes Tendered Herewith.”

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THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OUTSTANDING UNREGISTERED NOTES TENDERED HEREWITH” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING UNREGISTERED NOTES AS SET FORTH IN SUCH BOX.

Box 6
SPECIAL REGISTRATION INSTRUCTIONS
(See Instructions 4 and 5)

To be completed ONLY if certificates for the Outstanding Unregistered Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Outstanding Unregistered Notes whose name(s) appear(s) above.

Issue:        ¨    Outstanding Unregistered Notes not tendered to:

                  ¨    Exchange Notes to:

Name(s):                                                                                                                                                                                                       

(Please Print or Type)

Address:                                                                                                                                                                                                        

(Include Zip Code)

Daytime Area Code and Telephone Number:                                                                                                                                 

Taxpayer Identification or Social Security Number:                                                                                                                   

Box 7
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5)

To be completed ONLY if certificates for the Outstanding Unregistered Notes not tendered and/or certificates for the Exchange Notes are to be sent to someone other than the registered holder(s) of the Outstanding Unregistered Notes whose name(s) appear(s) above.

Issue:        ¨    Outstanding Unregistered Notes not tendered to:

                 ¨     Exchange Notes to:

Name(s):                                                                                                                                                                                                       

(Please Print or Type)

Address:                                                                                                                                                                                                        

(Include Zip Code)

Daytime Area Code and Telephone Number:                                                                                                                                 

Taxpayer Identification or Social Security Number:                                                                                                                   

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Box 8

TENDERING HOLDER(S) SIGN HERE

(Complete accompanying substitute Form W-9 or applicable Form W-8)

Must be signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Unregistered Notes) of the Outstanding Unregistered Notes exactly as their name(s) appear(s) on the Outstanding Unregistered Notes hereby tendered or by any person(s) authorized to become the registered holder(s) by properly completed bond powers or endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 4.

(Signature(s) of Holder(s))

Date:                                                                                                                                                                                                               

Name(s):                                                                                                                                                                                                       

(Please Print or Type)

Capacity (full title):                                                                                                                                                                                  

Address:                                                                                                                                                                                                        

(Including Zip Code)

Daytime Area Code and Telephone Number:                                                                                                                                 

Taxpayer Identification or Social Security Number:                                                                                                                    

GUARANTEE OF SIGNATURE(S)
(If Required—See Instruction 4)

Authorized Signature:                                                                                                                                                                              

Name:                                                                                                                                                                                                            

Title:                                                                                                                                                                                                               

Name of Firm:                                                                                                                                                                                            

Address of Firm:                                                                                                                                                                                       

(Include Zip Code)

Area Code and Telephone Number:                                                                                                                                                   

Taxpayer Identification or Social Security Number:                                                                                                                    

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Box 9 PAYOR’S NAME: GRAHAM PACKAGING COMPANY, L.P. GPC CAPITAL CORP. I
	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	_________________________
		Name
		_________________________
SUBSTITUTE		Social Security Number
FORM W-9
Department of the Treasury		OR
Internal Revenue Service		_________________________
		Employer Identification Number
	Part 2—Certification—UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).
Payor’s Request for Taxpayer Identification Number (TIN)	CERTIFICATE INSTRUCTIONS—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2). The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.	Part 3 Awaiting TIN ¨
Sign Here
Signature
Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY REPORTABLE PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFERS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU

CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld and, if the Exchange Agent is not provided with a taxpayer identification number within 60 days, such amounts will be paid over to the Internal Revenue Service.

Signature                                                                                                                                                                                                        

Date                                                                                                                                                                                                                

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the payee (You) to Give the Payer.—Social security numbers have nine digits separated by two hyphens, i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen, i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

For this type of account:			Give the SOCIAL SECURITY number of—
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined account fund, the first individual on the account1
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor2
4.	a.	The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee1
	b.	So-called trust that is not a legal or valid trust under state law	The actual owner1
5.	Sole proprietorship or disregarded entity owned by an individual		The owner3
For this type of account:			Give the EMPLOYER IDENTIFICATION number of
6.	Disregarded entity not owned by an individual		The owner
7.	A valid trust, estate, or pension trust		The legal entity4
8.	Corporate		The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization account		The organization
10.	Partnership		The partnership
11.	A broker or registered nominee		The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity

1. List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

2. Circle the minor’s name and furnish the minor’s social security number.

3. You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).

4. List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

• An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

• The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

• An international organization or any agency or instrumentality thereof.

• A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

• A corporation.

• A financial institution.

• A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

• A real estate investment trust.

• A common trust fund operated by a bank under Section 584(a).

• An entity registered at all times during the tax year under the Investment Company Act of 1940.

• A middleman known in the investment community as a nominee or custodian.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A foreign central bank of issue.

• A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

• Payments to nonresident aliens subject to withholding under Section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

• Payments of patronage dividends not paid in money.

• Payments made by certain foreign organizations.

• Section 404(k) payments made by an ESOP.

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Payments of interest generally exempt from backup withholding include:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

• Payments described in Section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under Section 1451.

• Payments made by certain foreign organizations.

• Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice.—Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to the payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding.—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS.

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFERS

General

Please do not send certificates for Outstanding Unregistered Notes directly to the Issuers. Your certificates for Outstanding Unregistered Notes, together with your signed and completed Letter of Transmittal and any required supporting documents, should be mailed or otherwise delivered to the Exchange Agent at the address set forth on the first page hereof. The method of delivery of Outstanding Unregistered Notes, this Letter of Transmittal and all other required documents is at your sole option and risk and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight or hand delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. A holder of Outstanding Unregistered Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Unregistered Notes) may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Unregistered Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book-entry transfer described below or (iii) complying with the guaranteed delivery procedures described below.

Holders of Outstanding Unregistered Notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute the tender through DTC’s Automated Tender Offer Program (“ATOP”) for which the transaction will be eligible. DTC participants that are accepting the Exchange Offers must transmit their acceptances to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Outstanding Unregistered Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Unregistered Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Each DTC participant transmitting an acceptance of the Exchange Offers through the ATOP procedures will be deemed to have agreed to be bound by the terms of this Letter of Transmittal.

Delivery of an Agent’s Message by DTC will satisfy the terms of the Exchange Offers as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offers by submitting a Notice of Guaranteed Delivery through ATOP.

Holders who wish to tender their Outstanding Unregistered Notes and (i) whose Outstanding Unregistered Notes are not immediately available or (ii) who cannot deliver their Outstanding Unregistered Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot comply with the book-entry transfer procedures on a timely basis, must tender their Outstanding Unregistered Notes pursuant to the guaranteed delivery procedure set forth in “The Exchange Offers—Guaranteed Delivery Procedures” in the Prospectus and by completing Box 3. Holders may tender their Outstanding Unregistered Notes if: (i) the tender is made by or through an Eligible Guarantor Institution (as defined below); (ii) the Exchange Agent receives (by facsimile transmission, mail or hand delivery), on or prior

14

to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal that (a) sets forth the name and address of the holder of Outstanding Unregistered Notes, if applicable, the certificate number(s) of the Outstanding Unregistered Notes to be tendered and the principal amount of Outstanding Unregistered Notes tendered; (b) states that the tender is being made thereby; and (c) guarantees that, within three New York Stock Exchange trading days after the Expiration Date, the Letter of Transmittal, or a facsimile thereof, together with the Outstanding Unregistered Notes or a book-entry confirmation, and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Guarantor Institution with the Exchange Agent; or (iii) the Exchange Agent receives a properly completed and executed Letter of Transmittal, or facsimile thereof and the certificate(s) representing all tendered Outstanding Unregistered Notes in proper form or a confirmation of book-entry transfer of the Outstanding Unregistered Notes into the Exchange Agent’s account at the appropriate book-entry transfer facility and all other documents required by this Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date.

Any Holder who wishes to tender Outstanding Unregistered Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Unregistered Notes prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures.

No alternative, conditional, irregular or contingent tenders will be accepted. Each tendering holder, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Unregistered Notes for exchange.

2. Partial Tenders; Withdrawals. Tenders of Outstanding Unregistered Notes will be accepted only in the principal amount of $2,000 and integral multiples of $1,000 in excess thereof. If less than the entire principal amount of Outstanding Unregistered Notes evidenced by a submitted certificate is tendered, the tendering holder(s) must fill in the aggregate principal amount of Outstanding Unregistered Notes tendered in the column entitled “Description of Outstanding Unregistered Notes Tendered Herewith” in Box 1 above. A newly issued certificate for the Outstanding Unregistered Notes submitted but not tendered will be sent to such holder promptly after the Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal. All Outstanding Unregistered Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise clearly indicated. Outstanding Unregistered Notes tendered pursuant to the Exchange Offers may be withdrawn at any time prior to the Expiration Date, after which tenders of Outstanding Unregistered Notes are irrevocable.

To be effective with respect to the tender of Outstanding Unregistered Notes, a written notice of withdrawal (which may be by telegram, telex, facsimile or letter) must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Issuers notify the Exchange Agent that it has accepted the tender of Outstanding Unregistered Notes pursuant to the Exchange Offers; (ii) specify the name of the person who tendered the Outstanding Unregistered Notes to be withdrawn; (iii) identify the Outstanding Unregistered Notes to be withdrawn (including the principal amount of such Outstanding Unregistered Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Unregistered Notes and the principal amount of Outstanding Unregistered Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Unregistered Notes exchanged; (v) specify the name in which any such Outstanding Unregistered Notes are to be registered, if different from that of the withdrawing holder; and (vi) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Outstanding Unregistered Notes promptly following receipt of notice of withdrawal. If Outstanding Unregistered Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited

15

with the withdrawn Outstanding Unregistered Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity, form and eligibility of notices of withdrawals, including time of receipt, will be determined by the Issuers, and such determination will be final and binding on all parties.

Any Outstanding Unregistered Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offers. Any Outstanding Unregistered Notes which have been tendered for exchange but which are not accepted for exchange for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Unregistered Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Unregistered Notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Unregistered Notes may be retendered by following one of the procedures described under the caption “The Exchange Offers—Procedures for Tendering Outstanding Unregistered Notes” in the Prospectus at any time prior to the Expiration Date.

Neither the Issuers, any affiliate or assigns of the Issuers, the Exchange Agent nor any other person will be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification (even if such notice is given to other persons).

3. Beneficial Owner Instructions. Only a holder of Outstanding Unregistered Notes (i.e., a person in whose name Outstanding Unregistered Notes are registered on the books of the registrar of, or, in the case of Outstanding Unregistered Notes held through book-entry, such book-entry transfer facility specified by the holder), or the legal representative or attorney-in-fact of a holder, may execute and deliver this Letter of Transmittal. Any beneficial owner of Outstanding Unregistered Notes who wishes to accept the Exchange Offer must arrange promptly for the appropriate holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the appropriate holder of the “Instructions to Registered Holder from Beneficial Owner” form accompanying this Letter of Transmittal.

4. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Unregistered Notes) of the Outstanding Unregistered Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the certificates (or on such security listing) without alteration, addition, enlargement or any change whatsoever.

If any of the Outstanding Unregistered Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Outstanding Unregistered Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal (or facsimiles thereof) as there are different registrations of Outstanding Unregistered Notes.

When this Letter of Transmittal is signed by the registered holder(s) of Outstanding Unregistered Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Unregistered Notes) listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required. If, however, this Letter of Transmittal is signed by a person other than the registered holder(s) of the Outstanding Unregistered Notes listed or the Exchange Notes are to be issued, or any untendered Outstanding Unregistered Notes are to be reissued, to a person other than the registered holder(s) of the Outstanding Unregistered Notes, such Outstanding Unregistered Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Issuers and duly executed by the registered holder, in each case signed exactly as the name or names of the registered holder(s) appear(s) on the Outstanding Unregistered Notes and the signatures on

16

such certificates must be guaranteed by an Eligible Guarantor Institution. If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuers, submit proper evidence satisfactory to the Issuers, in the Issuers’ sole discretion, of such persons’ authority to so act.

Endorsements on certificates for the Outstanding Unregistered Notes or signatures on bond powers required by this Instruction 4 must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”).

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Outstanding Unregistered Notes are tendered: (i) by a registered holder (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Unregistered Notes) who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution.

5. Special Registration and Delivery Instructions. Tendering holders should indicate, in the applicable Box 6 or Box 7, the name and address in/to which the Exchange Notes and/or certificates for Outstanding Unregistered Notes not exchanged are to be issued or sent, if different from the name(s) and address(es) of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number or social security number of the person named must also be indicated. A holder tendering the Outstanding Unregistered Notes by book-entry transfer may request that the Outstanding Unregistered Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate. See Box 4.

If no such instructions are given, the Exchange Notes (and any Outstanding Unregistered Notes not tendered or not accepted) will be issued in the name of and sent to the holder signing this Letter of Transmittal or deposited into such holder’s account at the applicable book-entry transfer facility.

6. Transfer Taxes. The Issuers shall pay all transfer taxes, if any, applicable to the transfer and exchange of the Outstanding Unregistered Notes to it or upon its order pursuant to the Exchange Offers. If, however, the Exchange Notes are delivered to or issued in the name of a person other than the registered holder, or if a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Unregistered Notes to the Issuers or upon the Issuers’ order pursuant to the Exchange Offers, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Unregistered Notes listed in this Letter of Transmittal.

7. Waiver of Conditions. The Issuers reserve the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offers set forth in the Prospectus.

8. Mutilated, Lost, Stolen or Destroyed Securities. Any holder whose Outstanding Unregistered Notes have been mutilated, lost, stolen or destroyed, should promptly contact the Exchange Agent at the address set forth on the first page hereof for further instructions. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been completed.

17

9. No Conditional Tenders; No Notice of Irregularities. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Unregistered Notes for exchange. The Issuers reserve the right, in the Issuers’ reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular Outstanding Unregistered Notes. The Issuers’ interpretation of the terms and conditions of the Exchange Offers (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Unregistered Notes must be cured within such time as the Issuers shall determine. Although the Issuers intend to notify holders of defects or irregularities with respect to tenders of Outstanding Unregistered Notes, neither the Issuers, the Exchange Agent nor any other person is under any obligation to give such notice nor shall they incur any liability for failure to give such notification. Tenders of Outstanding Unregistered Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Unregistered Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder promptly following the Expiration Date.

10. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth on the first page hereof.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF OUTSTANDING UNREGISTERED NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a tendering holder whose Outstanding Unregistered Notes are accepted for exchange may be subject to backup withholding unless the holder provides the Exchange Agent with either (i) such holder’s correct taxpayer identification number (“TIN”) on the Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding Unregistered Notes is awaiting a TIN), (B) that the holder of Outstanding Unregistered Notes is not subject to backup withholding because (x) such holder of Outstanding Unregistered Notes is exempt from backup withholding, (y) such holder of Outstanding Unregistered Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Outstanding Unregistered Notes that he or she is no longer subject to backup withholding and (C) that the holder of Outstanding Unregistered Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Outstanding Unregistered Notes is an individual, the TIN is such holder’s social security number. If the Exchange Agent is not provided with the correct TIN, the holder of Outstanding Unregistered Notes may also be subject to certain penalties imposed by the Internal Revenue Service and any reportable payments that are made to such holder may be subject to backup withholding (see below).

Certain holders of Outstanding Unregistered Notes (including, among others, all corporations and certain foreign holders) are not subject to these backup withholding and reporting requirements. However, exempt holders of Outstanding Unregistered Notes should indicate their exempt status on the Substitute Form W-9, by writing “Exempt” on the face of the form. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign holder to qualify as an exempt recipient, the holder must submit a Form W-8BEN (or other applicable Form W-8), signed under penalties of perjury, attesting to that holder’s exempt status. A Form W-8BEN (or other applicable

18

Form W-8) can be obtained from the Exchange Agent. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions. Holders are encouraged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

If backup withholding applies, the Exchange Agent is required to withhold 28% of any reportable payments made to the holder of Outstanding Unregistered Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished. The Exchange Agent cannot refund amounts withheld by reason of backup withholding.

A holder who does not have a TIN may check the box in Part 3 of the Substitute Form W-9 if the surrendering holder of Outstanding Unregistered Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Outstanding Unregistered Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 28% of all reportable payments made prior to the time a properly certified TIN is provided to the Exchange Agent and, if the Exchange Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service. The holder of Outstanding Unregistered Notes is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Unregistered Notes. If the Outstanding Unregistered Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

19

EX-99.2

Exhibit 99.2

GRAHAM PACKAGING COMPANY, L.P.

GPC CAPITAL CORP. I

OFFERS TO EXCHANGE

$253,378,000 PRINCIPAL AMOUNT OF THE ISSUERS’ 8 ¹/4% SENIOR NOTES

DUE 2017, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, FOR ANY AND ALL OF THE ISSUERS’ OUTSTANDING UNREGISTERED 8 ¹/4%

SENIOR NOTES DUE 2017 THAT WERE ISSUED ON NOVEMBER 24, 2009

$250,000,000 PRINCIPAL AMOUNT OF THE ISSUERS’ 8¼% SENIOR NOTES

DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, FOR ANY AND ALL OF THE ISSUERS’ OUTSTANDING UNREGISTERED 8¼%

SENIOR NOTES DUE 2018 THAT WERE ISSUED ON SEPTEMBER 23, 2010

                    , 2010

To Brokers, Dealers, Commercial Banks,

Trust Companies and other Nominees:

As described in the enclosed Prospectus, dated                     , 2010 (as the same may be amended or supplemented from time to time, the “Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), Graham Packaging Company, L.P. and GPC Capital Corp. I (together, the “Issuers”) and certain affiliates of the Issuers (the “Guarantors”), are offering (the “Exchange Offers”) to exchange an aggregate principal amount of up to $253,378,000 of the Issuers’ 8 ¹/4% Senior Notes due 2017, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “2017 Exchange Notes”), for any and all of the Issuers’ outstanding unregistered 8 ¹/4% Senior Notes due 2017 that were issued on November 24, 2009 (collectively, the “Outstanding Unregistered 2017 Notes”) and to exchange an aggregate principal amount of up to $250,000,000 of the Issuers’ 8¼% Senior Notes due 2018, which have been registered under the Securities Act (together with the 2017 Exchange Notes, the “Exchange Notes”), for any and all of the Issuers’ outstanding unregistered 8¼% Senior Notes due 2018 that were issued on September 23, 2010 (together with the Outstanding Unregistered 2017 Notes, the “Outstanding Unregistered Notes”) in denominations of $2,000 and integral multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and related Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Unregistered Notes for which they may be exchanged pursuant to the Exchange Offers, except that the Exchange Notes are freely transferable by holders thereof and are not subject to any covenant regarding registration under the Securities Act. The Outstanding Unregistered Notes are unconditionally guaranteed (the “Outstanding Unregistered Guarantees”) by the Guarantors, and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offers in exchange for the Outstanding Unregistered Guarantees of the Outstanding Unregistered Notes for which such Exchange Notes are issued in the Exchange Offers. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offers” include the Guarantors’ offer to exchange the New Guarantees for the Outstanding Unregistered Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Unregistered Notes” include the related Outstanding Unregistered Guarantees. The Issuers will accept for exchange any and all Outstanding Unregistered Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offers is subject to certain conditions described in the Prospectus.

WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING UNREGISTERD NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE. PLEASE BRING THE EXCHANGE OFFERS TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE.

Enclosed are copies of the following documents:

1. The Prospectus;

2. The Letter of Transmittal for your use in connection with the tender of Outstanding Unregistered Notes and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding);

3. A form of Notice of Guaranteed Delivery; and

4. A form of letter, including a letter of instructions to a registered holder from a beneficial owner, which you may use to correspond with your clients for whose accounts you hold Outstanding Unregistered Notes that are registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions regarding the Exchange Offers.

Your prompt action is requested. Please note that the Exchange Offers will expire at 12:00 a.m. midnight, New York City time, on                     , 2010 (the “Expiration Date”), unless the Issuers otherwise extend the Exchange Offer.

To participate in the Exchange Offers, certificates for Outstanding Unregistered Notes, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such Outstanding Unregistered Notes into the account of The Bank of New York Mellon (the “Exchange Agent”), at the book-entry transfer facility, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.

The Issuers will not pay any fees or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of the Outstanding Unregistered Notes pursuant to the Exchange Offers. However, the Issuers will pay or cause to be paid any transfer taxes, if any, applicable to the tender of the Outstanding Unregistered Notes to their order, except as otherwise provided in the Prospectus and Letter of Transmittal.

If holders of the Outstanding Unregistered Notes wish to tender, but it is impracticable for them to forward their Outstanding Unregistered Notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.

Any inquiries you may have with respect to the Exchange Offers should be addressed to the Exchange Agent at its address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the Exchange Agent.

Very truly yours,

GRAHAM PACKAGING COMPANY, L.P.

GPC CAPITAL CORP. I

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE ISSUERS OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFERS, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.

2

EX-99.3

Exhibit 99.3

GRAHAM PACKAGING COMPANY, L.P.

GPC CAPITAL CORP. I

OFFERS TO EXCHANGE

$253,378,000 PRINCIPAL AMOUNT OF THE ISSUERS’ 8 ¹/4% SENIOR NOTES

DUE 2017, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, FOR ANY AND ALL OF THE ISSUERS’ OUTSTANDING UNREGISTERED 8 ¹/4%

SENIOR NOTES DUE 2017 THAT WERE ISSUED ON NOVEMBER 24, 2009

$250,000,000 PRINCIPAL AMOUNT OF THE ISSUERS’ 8¼% SENIOR NOTES

DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, FOR ANY AND ALL OF THE ISSUERS’ OUTSTANDING UNREGISTERED 8¼%

SENIOR NOTES DUE 2018 THAT WERE ISSUED ON SEPTEMBER 23, 2010

                    , 2010

To Our Clients:

Enclosed for your consideration are a Prospectus, dated                     , 2010 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offers”) by Graham Packaging Company, L.P. and GPC Capital Corp. I (together, the “Issuers”) and certain affiliates of the Issuers (the “Guarantors”), to exchange (the “Exchange Offers”) an aggregate principal amount of up to $253,378,000 of the Issuers’ 8 ¹/4% Senior Notes due 2017, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “2017 Exchange Notes”), for any and all of the Issuers’ outstanding unregistered 8 ¹/4% Senior Notes due 2017 that were issued on November 24, 2009 (the “Outstanding Unregistered 2017 Notes”) and to exchange an aggregate principal amount of up to $250,000,000 of the Issuers’ 8¼% Senior Notes due 2018, which have been registered under the Securities Act (together with the 2017 Exchange Notes, the “Exchange Notes”), for any and all of the Issuers’ outstanding unregistered 8¼% Senior Notes due 2018 that were issued on September 23, 2010 (together with the Outstanding Unregistered 2017 Notes, the “Outstanding Unregistered Notes”) in denominations of $2,000 and integral multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and the enclosed Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Unregistered Notes for which they may be exchanged pursuant to the Exchange Offers, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the related Letter of Transmittal. The Outstanding Unregistered Notes are unconditionally guaranteed (the “Outstanding Unregistered Guarantees”) by the Guarantors, and the Exchange Notes are unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offers in exchange for the Outstanding Unregistered Guarantees of the Outstanding Unregistered Notes for which such Exchange Notes are issued in the Exchange Offers. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offers” include the Guarantors’ offer to exchange the New Guarantees for the Outstanding Unregistered Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Unregistered Notes” include the related Outstanding Unregistered Guarantees. The Issuers will accept for exchange any and all Outstanding Unregistered Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offers is subject to certain conditions described in the Prospectus.

PLEASE NOTE THAT THE EXCHANGE OFFERS WILL EXPIRE AT 12:00 A.M. MIDNIGHT, NEW YORK CITY TIME, ON                     , 2010 (THE “EXPIRATION DATE”), UNLESS THE ISSUERS EXTEND THE EXCHANGE OFFER.

The enclosed materials are being forwarded to you as the beneficial owner of the Outstanding Unregistered Notes held by us for your account but not registered in your name. A tender of such Outstanding Unregistered Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Issuers urge beneficial owners of Outstanding Unregistered Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Outstanding Unregistered Notes in the Exchange Offers.

Accordingly, we request instructions as to whether you wish to tender any or all such Outstanding Unregistered Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us tender any or all of your outstanding unregistered notes, please so instruct us by completing, signing and returning to us the “Instructions to Registered Holder from Beneficial Owner” form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your Outstanding Unregistered Notes.

The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Outstanding Unregistered Notes held by us and registered in our name for your account or benefit.

If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Outstanding Unregistered Notes on your account.

INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER

The undersigned beneficial owner acknowledges receipt of your letter and the accompanying Prospectus dated                     , 2010 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offers”) by Graham Packaging Company, L.P. and GPC Capital Corp. I (together, the “Issuers”) and certain affiliates of the Issuers (the “Guarantors”) to exchange an aggregate principal amount of up to $253,378,000 of the Issuers’ 8 ¹ /4% Senior Notes due 2017, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “2017 Exchange Notes”), for any and all of the Issuers’ outstanding unregistered 8 ¹/4% Senior Notes due 2017, (the “Outstanding 2017 Unregistered Notes”) and to exchange an aggregate principal amount of up to $250,000,000 of the Issuers’ 8¼% Senior Notes due 2018, which have been registered under the Securities Act (together with the 2017 Exchange Notes, the “Exchange Notes”), for any and all of the Issuers’ outstanding unregistered 8¼% Senior Notes due 2018 that were issued on September 23, 2010 (together with the Outstanding Unregistered 2017 Notes, the “Outstanding Unregistered Notes”), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus. This will instruct you, the registered holder, to tender the principal amount of the Outstanding Unregistered Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

Principal Amount Held
for Account Holder(s) Principal Amount to be Tendered*

* Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered.

2

If the undersigned instructs you to tender the Outstanding Unregistered Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Outstanding Unregistered Notes, including but not limited to the representations that the undersigned (i) is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuers or the Guarantors, (ii) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of Exchange Notes, (iii) is acquiring the Exchange Notes in the ordinary course of its business and (iv) is not a broker-dealer tendering Outstanding Unregistered Notes acquired for its own account directly from the Issuers. If a holder of the Outstanding Unregistered Notes is an affiliate of the Issuers or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offers, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction.

SIGN HERE

Dated:                                                                                                                                                                                                ,2010

Signature(s):                                                                                                                                                                                              

Print Name(s):                                                                                                                                                                                           

Address:                                                                                                                                                                                                       

(Please include Zip Code)

Telephone Number                                                                                                                                                                                  

(Please include Area Code)

Tax Identification Number or Social Security Number:                                                                                                            

My Account Number With You:                                                                                                                                                        

3

EX-99.4

Exhibit 99.4

GRAHAM PACKAGING COMPANY, L.P.

GPC CAPITAL CORP. I

NOTICE OF GUARANTEED DELIVERY

OFFERS TO EXCHANGE

$253,378,000 PRINCIPAL AMOUNT OF THE ISSUERS’ 8 ¹/4% SENIOR NOTES

DUE 2017, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, FOR ANY AND ALL OF THE ISSUERS’ OUTSTANDING UNREGISTERED 8 ¹/4% SENIOR NOTES DUE 2017 THAT WERE ISSUED ON NOVEMBER 24, 2009

$250,000,000 PRINCIPAL AMOUNT OF THE ISSUERS’ 8 ¹/4% SENIOR NOTES

DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, FOR ANY AND ALL OF THE ISSUERS’ OUTSTANDING UNREGISTERED 8 ¹/4%

SENIOR NOTES DUE 2018 THAT WERE ISSUED ON SEPTEMBER 23, 2010

This form, or one substantially equivalent hereto, must be used to accept the Exchange Offers made by Graham Packaging Company, L.P., a Delaware limited partnership, and GPC Capital Corp. I, a Delaware corporation (together, the “Issuers”), and the Guarantors, pursuant to the Prospectus, dated                     , 2010 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), if the certificates for the Outstanding Unregistered Notes are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to 12:00 a.m. midnight, New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to The Bank of New York Mellon (the “Exchange Agent”) as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender the Outstanding Unregistered Notes pursuant to the Exchange Offers, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 12:00 a.m. midnight, New York City time, on the Expiration Date of the Exchange Offer. Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.

The Exchange Agent is:

THE BANK OF NEW YORK MELLON

By Registered or Certified Mail:	By Facsimile:	By Overnight Courier or Hand:
The Bank of New York Mellon	(212) 298-1915	The Bank of New York Mellon
Corporate Trust Operations		Corporate Trust Operations
Reorganization Unit		Reorganization Unit
101 Barclay Street—Floor 7E		101 Barclay Street—Floor 7E
New York, New York 10286		New York, New York 10286
Attention: Carolle Montreuil		Attention: Carolle Montreuil
	To Confirm by Telephone: (212) 815-5920

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Letter of Transmittal), such signature guarantee must appear in the applicable space in Box 8 provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Issuers the principal amount of Outstanding Unregistered Notes indicated below, pursuant to the guaranteed delivery procedures described in “The Exchange Offers—Guaranteed Delivery Procedures” section of the Prospectus.

Certificate Number(s) (if known) of Outstanding Unregistered
Notes or Account Number at Book-Entry Transfer Facility Aggregate Principal
Amount Represented
by Outstanding
Unregistered Notes Aggregate Principal
Amount of Outstanding
Unregistered Notes
Being Tendered

PLEASE COMPLETE AND SIGN

___________________________________________________

(Signature(s) of Record Holder(s))

___________________________________________________

(Please Type or Print Name(s) of Record Holder(s))

Dated:                                                                                   , 2010

Address:   _________________________________________________

(Zip Code)

___________________________________________________

(Daytime Area Code and Telephone No.)

¨         Check this Box if the Outstanding Unregistered Notes will be delivered by book-entry transfer to The Depository Trust Company.

Account

Number:        _____________________________________

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

2

GUARANTEE OF DELIVERY

(Not to be used for signature guarantee)

The undersigned, a member of a recognized signature medallion program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the above person(s) “own(s)” the Outstanding Unregistered Notes tendered hereby within the meaning of Rule 14e-4(b)(2) under the Exchange Act, (b) represents that the tender of those Outstanding Unregistered Notes complies with Rule 14e-4 under the Exchange Act, and (c) guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered Outstanding Unregistered Notes, in proper form for transfer, or a book-entry confirmation (a confirmation of a book-entry transfer of the Outstanding Unregistered Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three (3) New York Stock Exchange trading days after the Expiration Date.

Name of Firm:                                                                                                                                                                                         

(Authorized Signature)

Address:                                                                                                                                                                                                     

(Zip Code)  

Area Code and Tel. No.:                                                                                                                                                                     

Name:                                                                                                                                                                                                        

(Please Type or Print)

Title:                                                                                                                                                                                                            

Dated:                                        , 2010

NOTE:    DO NOT SEND OUTSTANDING UNREGISTERED NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING UNREGISTERED NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. Delivery of this Notice of Guaranteed Delivery.

A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the Expiration Date of the Exchange Offer. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holders and the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the holders use properly insured, registered mail with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see Instruction 1 of the Letter of Transmittal. No Notice of Guaranteed Delivery should be sent to the Issuers.

2. Signatures on this Notice of Guaranteed Delivery.

If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Unregistered Notes referred to herein, the signatures must correspond with the name(s) written on the face of the Outstanding Unregistered Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Unregistered Notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the Outstanding Unregistered Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Issuers, evidence satisfactory to the Issuers of their authority so to act must be submitted with this Notice of Guaranteed Delivery.

3. Questions and Requests for Assistance or Additional Copies.

Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offers.

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