EX-10.2 4 file003.txt FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT ----------------------------------------------- FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this "First Amendment"), dated as of May 13, 2003, among GRAHAM PACKAGING HOLDINGS COMPANY, a Pennsylvania limited partnership ("Holdings"), GRAHAM PACKAGING COMPANY, L.P., a Delaware limited partnership (the "Borrower"), GPC CAPITAL CORP. I, a Delaware corporation (the "Co-Borrower"), the various Lenders party to the Credit Agreement referred to below, LASALLE BANK NATIONAL ASSOCIATION, as documentation agent (in such capacity, the "Documentation Agent"), DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the "Administrative Agent") and SALOMON SMITH BARNEY INC., as syndication agent (in such capacity, the "Syndication Agent" and, together with the Documentation Agent and the Administrative Agent, the "Agents"). All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below. W I T N E S S E T H: - - - - - - - - - - WHEREAS, Holdings, the Borrower, the Co-Borrower, the Lenders and the Agents are parties to a Credit Agreement, dated as of February 14, 2003 (as amended, modified or supplemented to, but not including, the date hereof, the "Credit Agreement"); WHEREAS, the Borrower wishes to refinance in full the Tranche II Term Loans pursuant to an exchange of such Tranche II Term Loans for senior subordinated notes in an aggregate principal amount of $100,000,000 with substantially identical terms as the Borrower's existing Senior Subordinated Notes (the "New Senior Subordinated Notes") and the subsequent sale of such New Senior Subordinated Notes pursuant to an offering under Rule 144A of the Securities Act of 1933, as amended, in each case, in accordance with the terms of the definition of "Tranche II Term Loan Refinancing" contained in the Credit Agreement, except that the New Senior Subordinated Notes may have a final maturity that is on or after January 15, 2008 instead of a final maturity that is five years from the date of issuance thereof (the "New Senior Subordinated Notes Issuance"); and WHEREAS, the Lenders wish to grant certain consents to the Credit Agreement and the parties hereto wish to amend the Credit Agreement as herein provided; NOW, THEREFORE, it is agreed: I. Amendments and Consents to Credit Agreement. ------------------------------------------- 1. The Lenders hereby consent to the New Senior Subordinated Notes Issuance and agree that the New Senior Subordinated Notes shall (i) constitute "Permitted Refinancing Indebtedness" under, and as defined in, the Credit Agreement and (ii) be deemed to be the "New Senior Notes" under, and as defined in, the definition of "Tranche II Term Loan Refinancing" contained in the Credit Agreement. 2. Section 1.01 of the Credit Agreement is hereby amended by deleting the text "at least five years from the date of issuance thereof" appearing in clause (x) of the definition of "Tranche II Term Loan Refinancing" and inserting the text "on or after January 15, 2008" in lieu thereof. II. Miscellaneous. ------------- 1. In order to induce the Lenders to enter into this Amendment, each of Holdings and the Borrower hereby represents and warrants to each of the Lenders that (i) all representations and warranties contained in Article III of the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date and after giving effect to this First Amendment (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and (ii) there exists no Default or Event of Default on the First Amendment Effective Date after giving effect to this First Amendment. Furthermore, for avoidance of doubt, the Borrower hereby acknowledges and confirms its due execution and delivery of all Loan Documents (each Loan Document as amended, modified or supplemented through and including the date hereof), including all instruments, financing statements, agreements, certificates and documents executed and delivered in connection therewith, and hereby ratifies all actions heretofore taken in connection therewith. 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document. 3. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent. 4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. 5. This First Amendment shall become effective on the date (the "First Amendment Effective Date") when each Loan Party (including, without limitation, Holdings, the Borrower, the Co-Borrower and each Subsidiary Guarantor) and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by usage of facsimile transmission) same to the Administrative Agent at its office located at 31 West 52nd Street, New York, New York. -2- 6. From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby. * * * -3- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. GRAHAM PACKAGING HOLDINGS COMPANY By: BCP/Graham Holdings L.L.C., its general partner By: /s/ John E. Hamilton ---------------------------------------------------- Name: John E. Hamilton Title: Chief Financial Officer, Asst. Treasurer and Asst. Secretary GRAHAM PACKAGING COMPANY, L.P. By: GPC Opco GP LLC, its general partner By: /s/ John E. Hamilton ---------------------------------------------------- Name: John E. Hamilton Title: Chief Financial Officer, Treasurer and Secretary GPC CAPITAL CORP. I By: /s/ John E. Hamilton ---------------------------------------------------- Name: John E. Hamilton Title: Vice President, Secretary and Asst. Treasurer DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Administrative Agent, By /s/ Mary Kay Coyle ---------------------------------------------------- Name: Mary Kay Coyle Title: Managing Director SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: CITICORP NORTH AMERICA, INC By: /s/ Suzanne Crymes ---------------------------------------------------- Name: Suzanne Crymes Title: Vice President SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: LASALLE BANK NATIONAL ASSOCIATION By: /s/ Robert M. Wally ---------------------------------------------------- Name: Robert M. Wally Title: Vice President SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: MANUFACTURERS AND TRUST COMPANY, successor in interest to Allfirst Bank By: /s/ Kellie M. Matthews ---------------------------------------------------- Name: Kellie M. Matthews Title: Administrative Vice President SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: KZH CNC LLC By: s/s Dorian Herrera ---------------------------------------------------- Name: Dorian Herrera Title: Authorized Agent SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: KZH CRESCENT LLC By: s/s Dorian Herrera ---------------------------------------------------- Name: Dorian Herrera Title: Authorized Agent SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: KZH CRESCENT-2 LLC By: s/s Dorian Herrera ---------------------------------------------------- Name: Dorian Herrera Title: Authorized Agent SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: KZH CRESCENT-3 LLC By: /s/ Dorian Herrera ---------------------------------------------------- Name: Dorian Herrera Title: Authorized Agent SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: KZH RIVERSIDE LLC By: /s/ Dorian Herrera ---------------------------------------------------- Name: Dorian Herrera Title: Authorized Agent SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: KZH SOLEIL LLC By: /s/ Dorian Herrera ---------------------------------------------------- Name: Dorian Herrera Title: Authorized Agent SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: KZH SOLEIL-2 LLC By: /s/ Dorian Herrera ---------------------------------------------------- Name: Dorian Herrera Title: Authorized Agent SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: KZH WATERSIDE LLC By: /s/ Dorian Herrera ---------------------------------------------------- Name: Dorian Herrera Title: Authorized Agent SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: LONG LANE MASTER TRUST IV By: Fleet National Bank as Trust Administrator By: /s/ Kevin Kearns ---------------------------------------------------- Name: Kevin Kearns Title: Managing Director SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: ALLSTATE LIFE INSURANCE COMPANY By: /s/ David Walsh ---------------------------------------------------- Name: David Walsh Title: Authorized Signatory By: /s/ Chris Goergen ---------------------------------------------------- Name: Chris Goergen Title: Authorized Signatory SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: KZH HIGHLAND-2 LLC By: /s/ Dorian Herrera ---------------------------------------------------- Name: Dorian Herrera Title: Authorized Agent SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc. as its Collateral Manager By: /s/ G. Steven Kalin ---------------------------------------------------- Name: G. Steven Kalin Title: Senior Vice President By: /s/ Jonathan R. Insull ---------------------------------------------------- Name: Jonathan R. Insull Title: Managing Director SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: C-SQUARED CDO LTD. By: TCW Advisors, Inc., as its Portfolio Manager By: /s/ G. Steven Kalin ------------------------------ Name: G. Steven Kalin Title: Senior Vice President SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: SEQUILS IV, LTD. By: TCW Advisors, Inc. as its Collateral Manager By: /s/ G. Steven Kalin ------------------------------ Name: G. Steven Kalin Title: Senior Vice President By: s/s Jonathan R. Insull ------------------------------ Name: Jonathan R. Insull Title: Managing Director SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: SEQUILS I, LTD. By: TCW Advisors, Inc. as its Collateral Manager By: /s/ G. Steven Kalin ------------------------------ Name: G. Steven Kalin Title: Senior Vice President By: s/s Jonathan R. Insull ------------------------------ Name: Jonathan R. Insull Title: Managing Director SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: SANKATY ADVISORS, LLC as Collateral Manager for Castle Hill I - INGOTS, LTD., as Term Lender By: /s/ Diane J. Exter ------------------------------ Name: Diane J. Exter Title: Managing Director Portfolio Manager SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: SANKATY ADVISORS, LLC as Collateral Manager for Castle Hill II - INGOTS, LTD., as Term Lender By: /s/ Diane J. Exter ------------------------------ Name: Diane J. Exter Title: Managing Director Portfolio Manager SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: SANKATY ADVISORS, LLC as Collateral Manager for RACE POINT CLO, LIMITED, as Term Lender By: /s/ Diane J. Exter ------------------------------ Name: Diane J. Exter Title: Managing Director Portfolio Manager SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: SANKATY ADVISORS, LLC as Collateral Manager for RACE POINT II CLO, LIMITED, as Term Lender By: /s/ Diane J. Exter ------------------------------ Name: Diane J. Exter Title: Managing Director Portfolio Manager SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: HARBOUR TOWN FUNDING LLC By: /s/ Ann E. Morris ------------------------------ Name: Ann E. Morris Title: Asst Vice President SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: NEW YORK LIFE INSURANCE AND ANNUITY COPRORATION By: New York Life Investment Management, LLC, Its Investment Manager By: /s/ F. David Melka ------------------------------ Name: F. David Melka Title: Vice President SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: ELF FUNDING TRUST III By: New York Life Investment Management, LLC, as Attorney- in-Fact By: /s/ F. David Melka ------------------------------ Name: F. David Melka Title: Vice President SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: NYLIM HIGH YIELD CDO, 2001, LTD. By: New York Life Investment Management, LLC, as Investment Manager and Attorney-in-Fact By: /s/ F. David Melka ------------------------------ Name: F. David Melka Title: Vice President SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: EMERALD ORCHARD LIMITED By: /s/ Gwen Zirkle ------------------------------ Name: Gwen Zirkle Title: Attorney-in-Fact SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: BLUE SQUARE FUNDING SERIES 3 DEUTSCHE BANK TRUST CO. AMERICAS FKA BANKERS TRUST CO By: /s/ Susan Anderson ------------------------------ Name: Susan Anderson Title: Assistant Vice President SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: HIGHLAND LEGACY LIMITED By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Mark Okada ------------------------------ Name: Mark Okada Title: Chief Investment Officer Highland Capital Management, L.P. SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: ELF FUNDING TRUST I By: Highland Capital Management, L.P., as Collateral Manager By: /s/ Mark Okada ------------------------------ Name: Mark Okada Title: Chief Investment Officer Highland Capital Management, L.P. SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: RESTORATION FUNDING CLO, LTD. By: Highland Capital Management, L.P., as Collateral Manager By: /s/ Mark Okada ------------------------------ Name: Mark Okada Title: Chief Investment Officer Highland Capital Management, L.P. SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: SL LOANS I LIMITED By: Highland Capital Management, L.P., as Attorney-in-Fact By: /s/ Mark Okada ------------------------------ Name: Mark Okada Title: Chief Investment Officer Highland Capital Management, L.P. SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: GLENEAGLES TRADING LLC By: /s/ Ann E. Morris ------------------------------ Name: Ann E. Morris Title: Asst Vice President SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: STANWICH LOAN FUNDING LLC By: /s/ Ann E. Morris ------------------------------ Name: Ann E. Morris Title: Asst Vice President SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: GRAYSTON CLO 2001-01 LTD. By: Bear Stearns Asset Management Inc. as its Collateral Manager By: /s/ Niall D. Rosenzweig ------------------------------ Name: Niall D. Rosenzweig Title: Associate Director SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: GALLATIN FUNDING I LTD. By: Bear Stearns Asset Management Inc. as its Collateral Manager By: /s/ Niall D. Rosenzweig ------------------------------ Name: Niall D. Rosenzweig Title: Associate Director SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: GALAXY CLO 2003-I LTD., By: CIBC, Inc., as Agent By: /s/ John Livingston ------------------------------ Name: John Livingston Title: Authorized Signatory SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: GULF STREAM - COMPASS CLO 2002-I, LTD. GULF STREAM ASSET MANAGEMENT, LLC By: /s/ Barry K. Love ------------------------------ Name: Barry K. Love Title: Chief Credit Officer SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: AMARA-1 FINANCE, LTD. By: INVESCO Senior Secured Management, Inc. As Financial Manager By: /s/ Joseph Rotondo ------------------------------ Name: Joseph Rotondo Title: Authorized Signatory SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: AMARA-2 FINANCE, LTD. By: INVESCO Senior Secured Management, Inc. As Financial Manager By: /s/ Joseph Rotondo ------------------------------ Name: Joseph Rotondo Title: Authorized Signatory SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: AVALON CAPITAL LTD. By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor By: /s/ Joseph Rotondo ------------------------------ Name: Joseph Rotondo Title: Authorized Signatory SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. As Investment Advisor By: /s/ Joseph Rotondo ------------------------------ Name: Joseph Rotondo Title: Authorized Signatory SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc. As Investment Advisor By: /s/ Joseph Rotondo ------------------------------ Name: Joseph Rotondo Title: Authorized Signatory SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc. As Attorney-in-Fact By: /s/ Joseph Rotondo ------------------------------ Name: Joseph Rotondo Title: Authorized Signatory SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: INVESCO EUROPEAN CDO I S.A. By: INVESCO Senior Secured Management, Inc. As Collateral Manager By: /s/ Joseph Rotondo ------------------------------ Name: Joseph Rotondo Title: Authorized Signatory SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: SEQUILS-LIBERTY, LTD. By: INVESCO Senior Secured Management, Inc. As Collateral Manager By: /s/ Joseph Rotondo ------------------------------ Name: Joseph Rotondo Title: Authorized Signatory SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: SARATOGA CLO I, LIMITED By: INVESCO Senior Secured Management, Inc. As Asset Manager By: /s/ Joseph Rotondo ------------------------------ Name: Joseph Rotondo Title: Authorized Signatory SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: AVALON CAPITAL LTD. 2 By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor By: /s/ Joseph Rotondo ------------------------------ Name: Joseph Rotondo Title: Authorized Signatory SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: OCTAGON INVESTMENT PARTNERS II, LLC By: Octagon Credit Investors, LLC as sub-investment manager By: /s/ Michael B. Nechamkin ------------------------------ Name: Michael B. Nechamkin Title: Portfolio Manager SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: OCTAGON INVESTMENT PARTNERS III, LTD. By: Octagon Credit Investors, LLC as Portfolio Manager By: /s/ Michael B. Nechamkin ------------------------------ Name: Michael B. Nechamkin Title: Portfolio Manager SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: OCTAGON INVESTMENT PARTNERS IV, LTD. By: Octagon Credit Investors, LLC as collateral manager By: /s/ Michael B. Nechamkin ------------------------------ Name: Michael B. Nechamkin Title: Portfolio Manager SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: OCTAGON INVESTMENT PARTNERS V, LTD. By: Octagon Credit Investors, LLC as Portfolio Manager By: /s/ Michael B. Nechamkin ------------------------------ Name: Michael B. Nechamkin Title: Portfolio Manager SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: SEQUILS-GLACE BAY, LTD. By: Royal Bank of Canada as Collateral Manager By: /s/ Melissa Marano ------------------------------ Name: Melissa Marano Title: Partner SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: TORONTO DOMINION (NEW YORK), INC. By: /s/ Gwen Zirkle ------------------------------ Name: Gwen Zirkle Title: Vice President SIGNATURE PAGE TO THE FIRST AMENDMENT AND CONSENT DATED AS OF MAY 13, 2003, TO THE CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2003, AMONG GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS FROM TIME TO TIME PARTY THERETO, LASALLE BANK NATIONAL ASSOCIATION, AS DOCUMENTATION AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND SALOMON SMITH BARNEY INC., AS SYNDICATION AGENT NAME OF INSTITUTION: SUNAMERICA LIFE INSURANCE COMPANY By: /s/ W. Jeffrey Baxter ------------------------------ Name: W. Jeffrey Baxter Title: Authorized Agent GALAXY CLO 1999-1, LTD. By: /s/ W. Jeffrey Baxter ------------------------------ Name: W. Jeffrey Baxter Title: Authorized Agent Acknowledged and Agreed: GPC CAPITAL CORP. II By: /s/ John E. Hamilton --------------------------------------- Name: John E. Hamilton Title: Vice President, Secretary and Assistant Treasurer GRAHAM PACKAGING POLAND, L.P. By: GPC Sub GP LLC, its general partner GRAHAM RECYCLING COMPANY, L.P. By: GPC Sub GP LLC, its general partner GRAHAM PACKAGING FRANCE PARTNERS By: GPC Sub GP LLC, its general partner GRAHAM PACKAGING LATIN AMERICA, LLC GPC SUB GP LLC GPC OPCO GP LLC GRAHAM PACKAGING WEST JORDAN, LLC on behalf of each of the above Subsidiary Guarantors By: /s/ John E. Hamilton ---------------------------------------------------- Name: John E. Hamilton Title: Authorized Officer