S-4

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As filed with the Securities and Exchange Commission on                              , 2005

Registration No.           

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Graham Packaging Company, L.P.
(Exact name of registrant co-issuer as specified in its charter)

Delaware	3080	23-278668
(State or Other Jurisdiction of Organization or Incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

GPC Capital Corp. I
(Exact name of registrant co-issuer as specified in its charter)

Delaware	3080	23-295240
(State or Other Jurisdiction of Organization or Incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

See Table of Additional Registrants

2401 Pleasant Valley Road
York, Pennsylvania 17402
(717) 849-8500
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)

Philip R. Yates
John E. Hamilton
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)

Copies to:
Mark C. Smith, Esq.
Allison R. Schneirov, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
(212) 735-3000

Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after this registration statement becomes 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.    o

        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 the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a post-effective amendment is 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.    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Security(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(1)
81/2% Senior Notes due 2012(2)	$250,000,000	100%	$250,000,000	$29,425.00
97/8% Senior Subordinated Notes due 2014(2)	$375,000,000	100%	$375,000,000	$44,137.50
Guarantees of 81/2% Senior Notes due 2012(3)	N/A	N/A	N/A	None(4)
Guarantees of 97/8% Senior Subordinated Notes due 2014(3)	N/A	N/A	N/A	None(4)

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act of 1933, as amended.

(2)

Co-issued by Graham Packaging Company, L.P and GPC Capital Corp. I.

(3)

See inside facing page for additional registrant guarantors.

(4)

Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate fee is being paid with respect to the Guarantees.

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, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to the said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant as Specified in 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's Principal Executive Offices
Graham Packaging Holdings Company	Pennsylvania	23-2553000	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
GPC Capital Corp. II	Delaware	23-2952404	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
GPC Opco GP, LLC	Delaware	23-2952405	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 Inc.	Delaware	61-1216682	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging Comerc USA Inc.	Delaware	61-1216688	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging Controllers USA Inc.	Delaware	61-1216684	2401 Pleasant Valley Road York, Pennsylvania 17402 (717) 849-8500
Graham Packaging Technological Specialists Inc.	Delaware	61-1216686	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                           , 2005

$625,000,000

Graham Packaging Company, L.P.
GPC Capital Corp. I
Offer to Exchange All
8¹/2% Senior Notes due 2012 for 8¹/2% Senior Notes due 2012
and All
9⁷/8% Senior Subordinated Notes due 2014 for
9⁷/8% Senior Subordinated Notes due 2014

The Expiration Time of the Exchange Offer is 5:00 p.m.,
New York City Time on                           , 2005, unless extended.

TERMS OF THE EXCHANGE OFFER

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We will issue up to (1) $250,000,000 aggregate principal amount of 8¹/2% Senior Notes due 2012, or the new 8¹/2% notes, in exchange for any and all outstanding 8¹/2% Senior Notes due 2012, or the old 8¹/2% notes, and (2) up to $375,000,000 aggregate principal amount of 9⁷/8% Senior Subordinated Notes due 2014, or the new 9⁷/8% notes, in exchange for any and all outstanding 9⁷/8% Senior Subordinated Notes due 2014, or the old 9⁷/8% notes. We refer to the new 8¹/2% notes and the new 9⁷/8% notes being offered in the exchange offer as the new notes. We refer to the old 8¹/2% notes and the old 9⁷/8% notes that can be exchanged for the new notes as the old notes. We refer to the old notes and the new notes as the notes, where the context so requires.



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We will exchange all old notes that are validly tendered and not validly withdrawn for an equal principal amount of the new notes that are freely tradeable in integral multiples of $1,000.



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You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.



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The exchange offer expires at 5:00 p.m., New York City time, on                           , 2005, unless extended. We do not currently intend to extend the expiration date.



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The exchange of old notes for new notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes.



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We will not receive any proceeds from the exchange offer.

THE NEW NOTES

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The new notes are being offered in order to satisfy certain of our obligations under the registration rights agreement entered into in connection with the placement of the old notes.



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The terms of the new notes to be issued in the exchange offer are substantially identical to the old notes, except that the new notes will be freely tradeable.



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The new 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 new notes on a national market.

        If you are a broker-dealer and you receive new notes for your own account, you must acknowledge that you will deliver a prospectus in connection with any resale of such new notes. By making such acknowledgment, you will not be deemed to admit that you are an "underwriter" under the Securities Act of 1933, as amended. Broker-dealers may use this prospectus in connection with any resale of new notes received in exchange for old notes where such old notes were acquired by the broker-dealer as a result of market making activities or trading activities. We have agreed that we will make this prospectus available to such broker-dealer for use in connection with any such resale. A broker-dealer may not participate in the exchange offer with respect to old notes acquired other than as a result of market making activities or trading activities. See "Plan of Distribution."

Investing in the notes involves risks. See "Risk Factors" beginning on page 16.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities 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                        , 2005.

FOOD & BEVERAGE	HOUSEHOLD
PERSONAL CARE/SPECIALTY	AUTOMOTIVE LUBRICANTS

TABLE OF CONTENTS

	Page
SUMMARY	1
RISK FACTORS	16
USE OF PROCEEDS	27
CAPITALIZATION	28
UNAUDITED PRO FORMA FINANCIAL INFORMATION	29
SELECTED HISTORICAL FINANCIAL DATA	33
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	35
BUSINESS	50
MANAGEMENT	64
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	73
DESCRIPTION OF OTHER INDEBTEDNESS	78
THE EXCHANGE OFFER	80
DESCRIPTION OF THE NOTES	90
BOOK-ENTRY; DELIVERY AND FORM	148
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS	151
SECURITY OWNERSHIP	153
PLAN OF DISTRIBUTION	153
LEGAL MATTERS	154
EXPERTS	154
WHERE YOU CAN FIND MORE INFORMATION	154
INDEX TO FINANCIAL STATEMENTS	F-1

        This prospectus does not contain all the information set forth or incorporated by reference in the Form S-4 registration statement and the exhibits and schedules relating thereto, certain portions of which have been omitted as permitted by the rules and regulations of the SEC. Statements contained in this prospectus as to the contents of any contract or other document referred to herein are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Form S-4 registration statement or such other document, and each such statement is qualified in all respects by such reference. For further information, reference is made to the Form S-4 registration statement and the exhibits filed or incorporated as a part thereof, which are on file at the offices of the SEC and may be obtained upon payment of the fee prescribed by the SEC, or may be examined without charge at the offices of the SEC.

Investors may obtain documents incorporated by reference in this document free of charge by requesting them orally or in writing from Graham Packaging Company, L.P. at the following address:

Mail:
Graham Packaging Company, L.P.
2401 Pleasant Valley Road
York, Pennsylvania, 17402 Telephone:
(717) 849-8500

TO OBTAIN TIMELY DELIVERY OF ANY OF OUR FILINGS, AGREEMENTS OR OTHER DOCUMENTS, YOU MUST MAKE YOUR REQUEST TO US NO LATER THAN FIVE DAYS BEFORE THE COMPLETION OF THE EXCHANGE OFFER.

INDUSTRY AND MARKET DATA

        This prospectus includes information regarding our industry and markets, including our estimated market share in sectors in which we compete. Where reasonably possible, this information is derived from third party sources that we believe are reliable and in other cases is based on estimates made by our management based on its industry and market knowledge. However, market share data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. In addition, consumption patterns and consumer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be reliable.

FORWARD-LOOKING STATEMENTS

        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 "Summary," "Risk Factors," "Unaudited Pro Forma Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," 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" or "continue" or similar terminology. Although we believe that the expectations reflected in such forward-looking statements are reasonable, expectations may prove to have been incorrect. Important factors that could cause actual results to differ materially from our expectations include, without limitation:

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the restrictive covenants contained in instruments governing our indebtedness;



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our high degree of leverage and substantial debt service;



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



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risks associated with our international operations;



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our dependence on significant customers and the risk that customers will not purchase our products in the amounts we expect under their requirements contracts;



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the majority of our sales are made pursuant to requirements contracts;



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a decline in prices of plastic packaging;



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



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infringement on our proprietary technology;



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sales of our beverage containers may be affected by cool summer weather;



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risks associated with environmental regulation and liabilities;



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the possibility that our majority shareholder's interests will conflict with our interests;

ii

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



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our ability to successfully continue to integrate O-I Plastic into our business and operations;



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our ability to continue to achieve expected cost savings and other synergies in connection with the Acquisition;



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



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



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our dependence on blow molding equipment providers.

        See "Risk Factors—Risks Related to Our Business" in this prospectus. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements set forth in this paragraph.

iii

SUMMARY

This summary highlights selected information in this prospectus, but it may not contain all of the information that is important to you. To better understand this offering, you should read this entire prospectus carefully, including the "Risk Factors" section and the financial statements and the notes to those statements, which are included elsewhere in this prospectus.

Unless the context otherwise requires: the term "Graham" and the terms "we," "us," "our," "Company" and other similar terms refer to Graham Packaging Company, L.P. and its subsidiaries; the term "Holdings" refers to Graham's direct parent Graham Packaging Holdings Company; and the term "O-I Plastic" refers to the plastic container business of Owens-Illinois, Inc. which was acquired by Graham in the Acquisition (as defined below).

Our Company

        We are a worldwide leader in the design, manufacture and sale of technology-based, value-added custom blow molded plastic containers for branded consumer products. We supply our plastic containers to food and beverage, household, personal care/specialty and automotive lubricants product categories through 90 manufacturing facilities throughout North America, Europe and South America. Our primary strategy is to operate in product categories where we will benefit from the continuing conversion trend toward value-added plastic packaging in place of more commodity glass, metal and paperboard packaging. We utilize our innovative design, engineering and technological capabilities to deliver customized, value-added products to our customers in these product categories in order to distinguish their branded products and increase their sales. With leading positions in each of our core product categories, we believe we are poised to continue to benefit from the current conversion trend towards value-added plastic packaging, offering us the opportunity to realize attractive returns on investment.

        On October 7, 2004, Graham acquired O-I Plastic for approximately $1.2 billion (the "Acquisition"). We believe that the Acquisition is significantly enhancing our position as the premier supplier of technology-based, value-added custom plastic packaging. We believe that the Acquisition has enabled us to:

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enhance our leading positions in value-added plastic packaging, by adding breadth and diversity to our portfolio of blue-chip customers;



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optimize the complementary technology portfolios and product development capabilities of Graham and O-I Plastic to pursue attractive conversion opportunities across all product categories;



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begin to realize significant cost savings by eliminating overlapping and redundant corporate and administrative functions, optimizing purchasing, targeting productivity improvements at O-I Plastic's facilities, consolidating facilities in geographic proximity to make them more cost-efficient and rationalizing plants and individual production lines with unattractive economics and/or cost structures; and



•

apply our proven business model, management expertise and best practices to deliver innovative designs and enhanced service levels to our combined customer base, in order to further establish ourselves as the leading supplier of value-added plastic packaging.

        We operate 90 facilities with over 8,700 employees.

        For the year ended December 31, 2004, our net sales were $1,353.0 million and our net loss was $40.6 million. As of March 31, 2005, our total debt was $2,514.5 million.

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Industry

        We compete in the packaging industry, which generated an estimated $140 billion in annual sales in North America in 2004, according to Datamonitor. Within the packaging industry, rigid containers include containers manufactured from glass, metal, paperboard and plastic for use as packaging for consumer products serving a number of product categories, including food and beverage, household, personal care, chemical and automotive lubricants. The rigid plastic container industry can be divided into two product types, commodity plastic containers, such as those for soft drinks and water, and value-added, custom plastic containers, which include unique design features for specialized performance characteristics and product differentiation. Commodity plastic containers are manufactured using stock designs by both independent producers and in-house packaging operations of major beverage companies. Value-added custom plastic containers are produced through specialized manufacturing processes using resin combinations and structures to create tailor-made solutions for customers seeking performance characteristics. These performance characteristics include the ability to withstand severe filling and food processing conditions, extended product shelf-life and product differentiation that features unique shapes and dispensing functions.

        Over the past two decades, the rigid container segment of the packaging industry has undergone significant conversion, whereby plastic containers have displaced glass, metal and paperboard containers. This conversion trend has been primarily driven by changing customer and consumer preferences, technological innovation and the opportunity to realize manufacturing and shipping cost savings. Examples of these product category conversions include sports drinks and shelf-stable multi-serve juice products, which are almost entirely packaged in plastic at present. We believe the conversion trend will continue with certain product categories not currently packaged in plastic, such as ready-to-drink teas, nutritional beverages and baby food.

Our Product Categories

        The food and beverage, household, personal care/specialty and automotive lubricants product categories represented approximately 57%, 20%, 5% and 18%, respectively, of our net sales for the year ended December 31, 2004.

        Food and Beverage.    We produce containers for shelf-stable, refrigerated and frozen juices, non-carbonated juice drinks, teas, sports drinks/isotonics, beer, liquor, yogurt drinks, nutritional drinks, toppings, sauces, jellies and jams. Our food and beverage customers include, among others, Anheuser-Busch, Arizona, Cadbury, Campbell Soup, Danone, Frito-Lay, Heinz, Hershey, Minute Maid, Nestlé, Ocean Spray, PepsiCo, Quaker Oats, Tree Top, Tropicana, Unilever and Welch's. We believe that we have the leading domestic position in plastic containers for hot-fill juice and juice drinks, sports drinks, drinkable yogurt and smoothies, nutritional supplements, wide-mouth food, dressings, condiments and beer, and the leading global position in plastic containers for yogurt drinks. Graham's food and beverage sales have grown at a compound annual growth rate of 22% from fiscal 1998 through fiscal 2004. We believe we are strategically positioned to benefit from the estimated 60% of the domestic hot-fill food and beverage market that has yet to convert to plastic and also to take advantage of evolving domestic and international conversion opportunities like snack foods, beer, baby food and adult nutritional beverages.

        Household.    We are a leading supplier of plastic containers for products such as liquid fabric care, dish care and hard-surface cleaners. We believe that we have the leading domestic position in plastic containers for fabric care products. We pioneered the use of plastic containers for household products, starting in 1959 with the introduction by O-I Plastic of a plastic bleach bottle for Clorox. Moreover, Graham has demonstrated its ability to design innovative containers that meet customer needs, such as the Downy Simple Pleasures bottle recently introduced by Procter & Gamble, among others. Combining O-I Plastic's long tradition of pioneering innovative technology with Graham's design

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capabilities, we can provide our customers with significant brand building advantages. Our household customers include, among others, Church & Dwight, Clorox, Colgate Palmolive, Dial, Henkel, Procter & Gamble, Reckitt Benckiser and Unilever.

        Personal Care/Specialty.    We are a leading 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. We believe that we have the leading domestic position in plastic containers for hair care and skin care products. Our personal care/specialty customers include, among others, Aveeno, Bath & Body Works, Dial, Henkel, Jergens, Johnson & Johnson, L'Oreal, Mary Kay, Playtex, Procter & Gamble, Revlon, Unilever and Victoria's Secret.

        Automotive Lubricants.    We believe that we are the leading supplier of one quart/one liter plastic motor oil containers in the United States, Canada and Brazil, supplying most of the motor oil producers in these countries, including approximately 86% of the one quart/one liter plastic motor oil containers in the U.S., based on 2004 unit sales. Our automotive lubricants customers include, among others, Castrol, ChevronTexaco, ExxonMobil, Petrobras, Petro Canada, Shell Oil Company and Valvoline. We have been producing automotive lubricants containers since the conversion to plastic began over 20 years ago and since then have partnered with our customers to improve product quality and jointly reduce costs through design improvement, reduced container weight and manufacturing efficiencies.

Our Strengths

        Strategic Focus on the Rapidly Growing Custom Plastic Container Industry.    Consumer preferences for plastic packaging, customer needs for performance features and product differentiation, technological advancements and improved economics have all helped accelerate the conversion to plastic containers from other materials. For example, according to industry sources, plastic packaging volume grew 51% over the 1992 to 2002 period versus a 3% decline for other combined materials. We believe our leading technology, product innovation, efficient manufacturing operations and strong customer relationships will enable us to better capitalize on the continuing global trend of conversions to plastic containers.

        Leadership Position in Value-Added Plastic Packaging.    We enjoy leading positions for value-added plastic packaging in all product categories in which we compete—food and beverage, household, personal care/specialty and automotive lubricants. Within these product categories, we believe we are the leading supplier for hot-fill juice and juice drinks, sports drinks, nutritional supplements, wide-mouth food, beer, hair and skin care, laundry products and motor oil and automotive lubricants. We estimate that 90% of our net sales are derived from product categories where we are the leading supplier. Our leadership positions have enabled us to utilize high-speed production systems and achieve significant economies of scale, thereby making us a low-cost manufacturer. These leadership positions also help us anticipate and drive conversion opportunities with our customers across product categories.

        Superior Product Design, Technology and Development Capabilities.    We have demonstrated significant success in designing innovative plastic containers. Through the Acquisition, we have broadened Graham's technological capabilities to include the full spectrum of technologies utilized in plastic container manufacturing. The combination of Graham's design capabilities with O-I Plastic's ability to develop innovative technology, such as its multi-layer barrier process used to package various food products, have enhanced our ability to develop value-added products for our customers. We believe that our innovative plastic containers increase the demand for our customers' consumer products, especially food and beverage products, and help us drive further conversions to plastic packaging and maintain our position as the manufacturer of choice. We have received multiple design

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awards for containers we developed for, among others, Welch's, Tropicana, Hershey, Unilever, Nestlé, Snapple and Coca-Cola.

        Successful Business Model Utilizing On-Site Facilities.    Nearly one-third of our manufacturing facilities are located on-site with our customers or vendors. On-site facilities enable us to foster long-term customer relationships, facilitate just-in-time inventory management and generate significant cost savings opportunities through process re-engineering, thereby eliminating costly shipping charges and reducing working capital needs.

        Diversified Blue-Chip Customer Base.    We have an extensive blue-chip customer base that includes many of the world's largest branded consumer products companies. We serve as sole supplier for a number of our customers' products. We have had long-standing relationships, some in excess of 40 years, with our customers, and we believe that we will continue to be well positioned to serve these customers and further strengthen these relationships by offering them the expanded design, development and manufacturing capabilities of the combined organization.

        Experienced and Incentivized Management Team.    Our management team is highly experienced in the packaging industry and has a strong track record of growing our company, implementing new packaging technology, entering new markets and maintaining and expanding our blue-chip customer base. Our senior management team has been together for the past 18 years. During this 18 year period, our revenues have increased from approximately $76 million for the fiscal year ended December 31, 1987 to $1,353 million for the fiscal year ended December 31, 2004. As of December 31, 2004, our management owned a 2.3% equity investment in Holdings on a fully diluted basis and had options representing an additional 8.3% equity interest in Holdings.

Our Strategy

        Continue Integration Plan to Realize Significant Cost Savings.    We have already begun to and we expect to continue to realize significant cost savings and other benefits resulting from the combination of Graham's organization with O-I Plastic's business and infrastructure. In connection with the Acquisition, we developed a detailed integration plan with input from outside advisors and our experienced management team and operating personnel. We expect the integration plan to be fully implemented within 24 months after closing of the Acquisition and to realize approximately $100.0 million of annual cost savings, with approximately $50.0 million of savings achieved in 2005. In order to obtain such savings, we expect to make approximately $160 million in net cash expenditures (net of asset sale proceeds).

        Our integration plan is focusing on:

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reducing our selling, general & administrative costs by eliminating duplicative functions and reducing overhead costs;



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consolidating our purchasing of raw materials, packaging supplies, freight and general business services and supplies under the more favorable of our existing contracts, and negotiating more favorable purchasing agreements with our suppliers;



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optimizing our combined manufacturing network by identifying and consolidating facilities in geographic proximity to make them more cost-efficient or rationalizing plants or individual production lines with unattractive economics and/or cost structures;



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achieving productivity improvements by applying Graham Packaging Company's proven manufacturing processes, technologies and operational best practices to the acquired facilities; and

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reducing capital spending by spreading additional production volumes across our existing capacity and reducing working capital requirements of our combined operation.

        Leverage Our Design, Technology and Development Capabilities to Capitalize on Conversions to Plastic Containers.    We will continue to develop innovative designs and materials to meet the specialized performance requirements and evolving needs of our customers. We target product categories that demand value-added packaging and that will benefit from conversion to plastic packaging; and we pursue opportunities with selected major consumer product companies that we expect will lead the conversion to plastic in these product categories. For example, we have developed multi-layer barrier technologies to facilitate the conversion of packaging for beer from glass and metal containers to plastic containers, and have partnered with leading brewers Anheuser-Busch and SABMiller to develop and introduce the first commercial applications of this technology.

        Maintain and Expand Position with Key Customers.    We have developed a reputation for delivering superior customer service by entering into collaborative design and development relationships with our customers. We will utilize our expanded technology portfolio and product development capabilities to further develop innovative and distinctive packaging designs for our customers, helping them distinguish their branded products and increase sales of these products. Furthermore, we believe that the presence of our manufacturing infrastructure on-site at our customers' facilities is a critical element in strengthening our customer relationships. We will continue to open new on-site facilities in strategically compelling locations where appropriate for our customers' operations, and will continue to expand globally in step with our key customers primarily through emphasizing on-site locations.

The O-I Transactions

        On October 7, 2004, Graham acquired all of the issued and outstanding shares of capital stock of O-I Plastic from a wholly owned subsidiary of Owens-Illinois, Inc. ("OI Inc.") for a purchase price of approximately $1.2 billion in cash. In order to finance the Acquisition and to repay certain of Graham's outstanding indebtedness at the time of the Acquisition, we entered into a new senior secured credit facility consisting of a revolving credit facility, a senior secured term loan facility, which we refer to as the "term loan B facility", and a second-lien term loan facility, which we refer to as the "term loan C facility" (collectively, the "senior credit facilities"), and we issued the notes.

        The term "O-I Transactions" means collectively, the Acquisition and the related financings, including the senior credit facilities and the notes.

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Our Structure

        The chart below illustrates our current ownership and corporate structure. Approximately $1,109.0 million, or 82%, of our net sales were generated by Graham Packing Company, L.P. and its wholly owned domestic subsidiary guarantors in the year ended December 31, 2004.

(1)

Our sponsor indirectly owns approximately 78.6% of Holdings and MidOcean Capital Investors, L.P. indirectly owns approximately 4.1% of Holdings.

(2)

The guarantors of the notes also guarantee our senior credit facilities on a senior secured basis.

Our Sponsor

        The Blackstone Group is a leading investment and advisory firm founded in 1985, with offices in New York, Atlanta, Boston, London and Hamburg. Blackstone manages a $6.5 billion fund raised in 2002. Since it began private equity investing in 1987, Blackstone has raised more than $14 billion in five funds and has invested in approximately 80 companies. In addition to private equity investments, Blackstone's core businesses include real estate investments, corporate debt investments, asset management, merger and acquisition advisory services and restructuring and reorganization advisory services.

Principal Executive Offices

        Our principal executive offices are located at 2401 Pleasant Valley Road, York, Pennsylvania 17402. Our telephone number is (717) 849-8500.

6

The Exchange Offer

Old Notes	$250,000,000 aggregate principal amount of 81/2% Senior Notes due 2012.
	$375,000,000 aggregate principal amount of 97/8% Senior Subordinated Notes due 2014.
New Notes	We are offering up to $250,000,000 aggregate principal amount of 81/2% Senior Notes due 2012 and up to $375,000,000 aggregate principal amount of 97/8% Senior Subordinated Notes due 2014 in an offering which has been registered under the Securities Act. The terms of the new notes are substantially identical to those of the old notes, except that certain transfer restrictions and registration rights relating to the old notes do not apply to the new notes. In addition, if the exchange offer is not completed (or, if required, the Shelf Registration Statement is not declared effective) on or before the date that is 300 days after the date of the applicable Indenture, the annual interest rate borne by the old notes of the applicable series will be increased by an amount equal to 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) until the exchange offer is completed or the Shelf Registration Statement is declared effective. See "Description of the Notes—Registration Rights."
Exchange Offer	We are offering to issue the new notes in exchange for a like principal amount of the old notes. The old notes were not registered with the SEC. We are offering to issue the new notes to satisfy our obligations contained in the registration rights agreement entered into when the old notes were sold in transactions pursuant to Rule 144A under the Securities Act. You may tender your old notes by following the procedures described in the section of this prospectus entitled "The Exchange Offer."
Resales	Based on interpretations by the staff of the SEC, as set forth in no action letters issued to third parties, we believe that the new notes you receive in the exchange offer may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act. However, you will not be able to freely transfer the new notes if:
	•	you are an "affiliate" (as defined in Rule 405 under the Securities Act) of our company;
	•	you are not acquiring the new notes in the exchange offer in the ordinary course of your business;
	•	you have an arrangement or understanding with any person to participate in the distribution (as defined in the Securities Act) of the new notes you will receive in the exchange offer; or

7

	•	you are a broker-dealer that receives new notes for your own account in the exchange offer in exchange for old notes that were acquired as a result of market making or other trading activities. If you fall within one of the exceptions listed above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction involving the new notes.
Tenders, Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2005, unless we extend it. By tendering your old notes, you represent to us:
	•	that you are not an "affiliate" (as defined in Rule 405 under the Securities Act) of our company;
	•	that any new notes you receive in the exchange offer are being acquired by you in the ordinary course of your business;
	•	that, at the time of commencement of the exchange offer, neither you nor, to your knowledge, anyone receiving new notes from you, has any arrangement or understanding with any person to participate in the distribution (as defined in the Securities Act) of the new notes in violation of the Securities Act;
	•	if you are not a broker-dealer, that you are not engaged in, and do not intend to engage in, the distribution (as defined in the Securities Act) of the new notes; and
	•	if you are a broker-dealer, that you will receive the new notes for your own account in exchange for old notes that were acquired by you as a result of your market making or other trading activities and that you will deliver a prospectus in connection with any resale of the new notes you receive. For further information regarding resales of the new notes by participating broker-dealers, see the section of this prospectus entitled "Plan of Distribution."
Withdrawal; Non Acceptance	You may withdraw any old notes tendered in the exchange offer at any time prior to 5:00 p.m., New York City time, on                        , 2005. If we decide for any reason not to accept any old notes for exchange, the old notes will be returned to the registered holder at our expense promptly after the expiration or termination of the exchange offer. In the case of old notes tendered by book entry transfer into the exchange agent's account at The Depository Trust Company, any withdrawn or unaccepted old notes will be credited to the tendering holder's account at The Depository Trust Company. See
	"The Exchange Offer—Terms of the Exchange Offer"; "The Exchange Offer—Procedures for Tendering" and "The Exchange Offer—Withdrawal Rights."

8

Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, which we may waive. Please read the section of this prospectus entitled "The Exchange Offer—Certain Conditions to the Exchange Offer" for more information regarding conditions to the exchange offer.
Guaranteed Delivery Procedures	If you are a registered holder of the old notes and wish to tender your old notes in the exchange offer, but (1) the old notes are not immediately available, (2) time will not permit your old notes or other required documents to reach the exchange agent before the expiration of the exchange offer, or (3) the procedure for book entry transfer cannot be completed prior to the expiration of the exchange offer, you may tender old notes by following the procedures described below under the section of this prospectus entitled "The Exchange Offer—Guaranteed Delivery Procedures."
Special Procedures for Beneficial Owners	If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you should promptly contact the person in whose name the old notes are registered and instruct that person to tender on your behalf. If you wish to tender in the exchange offer on your own behalf, prior to completing and executing the letter of transmittal and delivering your old notes, you must either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the person in whose name the old notes are registered.
Certain United States Federal Tax Consequences	There will be no United States federal income tax consequences to holders that exchange an Old Note for a New Note pursuant to the exchange offer. The New Note received will be treated as a continuation of the Old Note. See "Certain U.S. Federal Income Tax Considerations."
Use of Proceeds	We will receive no proceeds from the exchange offer.
Exchange Agent	The Bank of New York is the exchange agent for the exchange offer. The address and telephone number of the exchange agent are set forth under the heading "The Exchange Offer—Exchange Agent" of this prospectus.
Shelf Registration Statement	Under select circumstances, some holders of old notes (including holders who are not permitted to participate in the exchange offer or who may not freely resell new notes received in the exchange offer) may require us to file, and cause to become effective, a shelf registration statement under the Securities Act which would cover resales of old notes by these holders. See the section of the prospectus entitled "Description of the Notes—Registration Rights."

9

Consequences of Not Exchanging Old Notes

        If you do not exchange your old notes in the exchange offer, your old notes will continue to be subject to the restrictions on transfer set forth in the legend on the certificate for your old notes. In general, you may offer or sell your old notes only if they are registered under, offered or sold pursuant to an exemption from, or offered or sold in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently intend to register the old notes under the Securities Act. Under certain circumstances, however, holders of old notes (including holders who are not permitted to participate in the exchange offer or who may not freely resell new notes received in the exchange offer) may require us to file and cause to become effective a shelf registration statement which would cover resales of old notes by their holders. See the sections of the prospectus entitled "The Exchange Offer—Consequences of Failure to Exchange" and "Description of the Notes—; Registration Rights."

Summary Description of New Notes

The summary below describes the principal terms of the new notes. The new notes are identical in all material respects to the terms of the old notes, except for certain transfer restrictions and registration rights relating to the old notes. In addition, the old note holders will receive additional interest if the exchange offer is not completed (or, if required, the Shelf Registration Statement is not declared effective) on or before the date that is 300 days after the date of the applicable Indenture. The annual interest rate borne by the old notes of the applicable series will be increased by an amount equal to 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) until the exchange offer is completed or the Shelf Registration Statement is declared effective. Certain of the terms and conditions described below are subject to important limitations and exceptions. You should carefully read the "Description of the Notes" section of this prospectus for a more detailed description of the notes.

Issuer	Graham Packaging Company, L.P. and GPC Capital Corp. I. a wholly owned subsidiary of Graham Packaging Company, L.P. ("CapCo I"). CapCo I was incorporated in Delaware in January 1998. The sole purpose of CapCo I is to act as co-obligor of the notes offered hereby and as co-borrower under the senior credit facilities. CapCo I has only nominal assets, does not conduct any independent operations and will not receive any proceeds from the offering of the notes. Accordingly, investors in the notes must rely on the cash flow and assets of the Company for payment of the notes.
Notes Offered	$250,000,000 aggregate principal amount of 81/2% Senior Notes due 2012.
	$375,000,000 aggregate principal amount of 97/8% Senior Subordinated Notes due 2014.
Maturity Date	Senior Notes: October 15, 2012.
	Senior Subordinated Notes: October 15, 2014.
Guarantees	On the issue date, Holdings and our direct and indirect subsidiaries that guarantee their obligations under the senior credit facilities will guarantee the notes on a senior unsecured and senior subordinated basis, as applicable, with unconditional guarantees. From and after the issue date, each subsidiary that we acquire or form will be required to guarantee the notes on the same basis.

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Interest Payment Dates	Interest will be payable in cash on April 15 and October 15 of each year, beginning on April 15, 2005.
Ranking	The senior notes will be our senior unsecured obligations and will:
	•	rank equally in right of payment to all our existing and future senior indebtedness;
	•	rank senior in right of payment to all of our existing and future senior subordinated indebtedness and subordinated indebtedness; and
	•	be effectively subordinated in right of payment to our secured indebtedness to the extent of the value of the assets securing such indebtedness, and all obligations of each of our existing and future subsidiaries.
	Similarly, the senior 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; and
	•	be effectively subordinated in right of payment to all of the applicable guarantor's existing and future secured debt (including the applicable guarantor's guarantee under the senior secured credit facilities), to the extent of the value of the assets securing such debt, and to all liabilities and preferred stock of any subsidiary of a guarantor if that subsidiary is not a guarantor.
	The senior subordinated notes will be our senior subordinated unsecured obligations and will:
	•	rank junior in right of payment to all our existing and future senior indebtedness;
	•	rank equally in right of payment with all of our existing and future senior subordinated indebtedness;
	•	be effectively subordinated in right of payment to all obligations of our existing and future subsidiaries; and
	•	rank senior in right of payment to all of our future subordinated indebtedness.
	Similarly, the senior subordinated note guarantees will be senior subordinated unsecured obligations of the guarantors and will:
	•	rank junior in right of payment to all of the applicable guarantor's existing and future senior indebtedness;
	•	rank equally in right of payment with all of the applicable guarantor's existing and future senior subordinated indebtedness;
	•	rank senior in right of payment to all of the applicable guarantor's existing and future subordinated indebtedness; and

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	•	be effectively subordinated in right of payment to all of the applicable guarantor's existing and future secured debt (including the applicable guarantor's guarantee under the senior secured credit facilities), to the extent of the value of the assets securing such debt, and to all liabilities and preferred stock of any subsidiary of a guarantor if that subsidiary is not a guarantor.
	As of March 31, 2005, the Company and its subsidiaries had approximately $2,514.5 million of indebtedness, of which approximately $1,887.5 million was secured, approximately $7.9 million was indebtedness of non-guarantor subsidiaries and structurally senior to the notes, approximately $375.0 million was subordinated to the senior notes and the senior note guarantees and approximately $2,139.5 million was senior to the senior subordinated notes and the senior subordinated note guarantees.
	The notes will also be structurally subordinated to all indebtedness and other obligations, including trade payables of our non-guarantor subsidiaries.
Optional Redemption	We may redeem the senior notes, in whole or in part, at any time on or after October 15, 2008 and we may redeem the senior subordinated notes, in whole or in part, at any time on or after October 15, 2009 at the redemption prices set forth under "Description of the Notes—Optional Redemption".
	We may redeem up to 40% of the aggregate principal amount of each series of notes on or prior to October 15, 2007 with the proceeds of certain equity offerings, in each case, plus accrued and unpaid interest, if any, to the date of redemption. We may make that redemption only if, after the redemption, at least 60% of the aggregate principal amount of each series of the notes originally issued remains outstanding and the redemption occurs within 60 days of the date of the equity offering closing. In addition, we may redeem the senior notes, in whole or in part, at any time on or prior to October 15, 2008, at a price equal to 100% of the principal amount of the senior notes plus a "make-whole" premium described in this prospectus. At any time on or prior to October 15, 2009 we may redeem the senior subordinated notes, in whole or in part, at a price equal to 100% of the principal amount of the senior subordinated notes plus a "make-whole" premium described in this prospectus. See "Description of the Notes—Optional Redemption."
Change of Control Offer	Upon the occurrence of a change of control, you will have the right, as holders of the notes, to require us to repurchase some or all of your notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. See "Description of the Notes—Repurchase at the Option of Holders—Change of Control."
Certain Covenants	The indentures governing the notes will contain covenants limiting, among other things, our ability and the ability of our restricted subsidiaries to:
	•	incur additional debt;

12

	•	pay dividends on our capital stock or repurchase our capital stock;
	•	make certain investments;
	•	enter into certain types of transactions with affiliates;
	•	limit dividends or other payments by our restricted subsidiaries to us;
	•	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 the Notes."
Use of Proceeds	We will not receive any proceeds from the offering of the new notes upon consummation of the exchange offer. The net proceeds from the offering of the old notes, together with the borrowings under the senior credit facilities were used primarily (i) to fund the Acquisition, (ii) to refinance our existing indebtedness and (iii) to pay certain fees and related expenses incurred in connection with the Acquisition and the refinancing. See "Use of Proceeds."

Risk Factors

        Investing in the notes involves substantial risk. Before you invest in the notes, you should carefully consider all the information in this prospectus including matters set forth under the heading "Risk Factors."

13

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

Graham Packaging Holdings Company Summary Financial Data

        The following summary historical financial data as of and for the years ended December 31, 2002, 2003 and 2004 have been derived from the audited consolidated financial statements of Holdings, included elsewhere in this prospectus. The summary historical financial data as of and for the three months ended March 28, 2004 and March 31, 2005 have been derived from the unaudited consolidated financial statements of Holdings, which have been prepared on a basis consistent with the audited consolidated financial statements as of and for the year ended December 31, 2004. In the opinion of management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. 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. The unaudited pro forma financial data have been prepared to give pro forma effect to the O-I Transactions as if they had occurred on January 1, 2004. The pro forma financial data are for informational purposes only and should not be considered indicative of actual results that would have been achieved had the O-I Transactions actually been consummated on the date indicated and do not purport to indicate results of operations for any future period. The audited consolidated financial statements as of December 31, 2003 and 2004 and for each of the three years in the period ended December 31, 2004, and the unaudited consolidated financial statements as of March 31, 2005 and for each of the three month periods ended March 28, 2004 and March 31, 2005 are included elsewhere in this prospectus. You should read this information together with the financial statements appearing elsewhere in this prospectus and the information under "Unaudited Pro Forma Financial Information," "Selected Historical Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

	Year Ended December 31,									Three Months Ended						Pro Forma Year Ended December 31,
	2002			2003			2004(1)			March 28, 2004			March 31, 2005(1)			2004
										(unaudited)			(unaudited)			(unaudited)
	(in millions, except ratios)
Statement of Operations Data:
Net sales(2)	$	906.7		$	978.7		$	1,353.0		$	260.3		$	620.5		$	2,235.7
Cost of goods sold(2)		742.6			795.7			1,160.5			210.1			541.0			1,944.0
Gross profit(2)		164.1			183.0			192.5			50.2			79.5			291.7
Selling, general and administrative expenses		63.8			66.9			87.4			17.0			35.4			160.7
Impairment charges(3)		5.1			2.5			7.0			—			1.6			7.0
Operating income		95.2			113.6			98.1			33.2			42.5			124.0
Interest expense(4)		82.1			97.1			140.8			20.9			42.9			159.3
Interest income		(0.3	)		(0.5	)		(0.3	)		—			(0.1	)		(0.6	)
Other expense (income), net		0.1			(0.3	)		(1.1	)		(0.3	)		0.3			(1.1	)
Income tax provision (benefit)(5)		4.0			6.8			(2.1	)		1.7			10.4			3.7
Minority interest		1.7			0.8			1.4			0.4			0.5			1.4
Net income (loss)	$	7.6		$	9.7		$	(40.6	)	$	10.5		$	(11.5	)	$	(38.7	)
Other Data:
Depreciation and amortization(6)	$	75.8		$	71.8		$	114.4		$	20.4		$	52.9		$	205.3
Net capital expenditures(7)		92.4			91.8			151.9			29.1			62.4			175.5
Ratio of earnings to fixed charges(8)		1.1	x		1.2	x		—			1.5	x		—			—

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	As of December 31,
										As of March 28, 2004			As of March 31, 2005
	2002			2003			2004
										(unaudited)			(unaudited)
	(in millions)
Balance Sheet Data:
Cash and cash equivalents	$	7.3		$	7.1		$	22.1		$	8.1		$	15.6
Working capital(9)		9.6			11.5			235.0			33.5			285.0
Total assets		798.3			876.1			2,551.6			904.3			2,626.0
Total debt		1,070.6			1,097.4			2,465.2			1,118.9			2,514.5
Partners' capital (deficit)(10)		(460.3	)		(421.5	)		(434.1	)		(419.4	)		(445.4	)

(1)

On October 7, 2004, the Company acquired O-I Plastic for $1,191.9 million, including direct costs of the acquisition, subject to certain adjustments. This transaction was accounted for under the purchase method of accounting. Results of operations are included since the date of the acquisition.

(2)

Net sales increase or decrease based on fluctuations in resin prices. Consistent with industry practice and/or as permitted under agreements with our customers, substantially all resin price changes are passed through to customers by means of corresponding changes in product pricing. Therefore, our dollar gross profit has been substantially unaffected by fluctuations in resin pricing. However, a sustained increase in resin prices, 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 plastic containers.

(3)

We evaluated the recoverability of our long-lived and other assets in selected locations, due to indicators of impairment, and recorded impairment charges of $5.1 million, $2.5 million and $7.0 million for the years ended December 31, 2002, 2003 and 2004, respectively, and $1.6 million for the three months ended March 31, 2005.

(4)

The years ended December 31, 2003 and 2004 include the effects of the refinancing of our prior senior credit agreements, which resulted in the write-off of debt issuance fees of $6.6 million and $20.9 million, respectively, and the write-off of tender and call premia of $15.2 million for the year ended December 31, 2004, associated with the redemption of our prior senior subordinated notes and senior discount notes.

(5)

Holdings, as a limited partnership, does 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 acquired as part of O-I Plastic are corporations and are subject to U.S. federal and state income taxes. Holdings' 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.

(6)

Depreciation and amortization excludes amortization of debt issuance fees, which is included in interest expense, and impairment charges.

(7)

Net capital expenditures exclude spending on acquisitions.

(8)

For purposes of determining the ratio of earnings to fixed charges, earnings are defined as earnings before income taxes, minority interest, income from equity investees and extraordinary items, 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 $41.7 million and $0.8 million for the year ended December 31, 2004 and the three months ended March 31, 2005, respectively. On a pro forma basis, earnings were insufficient to cover fixed charges by $33.7 million for the year ended December 31, 2004.

(9)

Working capital is defined as current assets (excluding cash and cash equivalents) less current liabilities (excluding short-term loans and current portion of long-term debt).

(10)

As a result of our 1998 recapitalization, we have negative net worth for accounting purposes.

15

RISK FACTORS

You should carefully consider the risks described below, in addition to other information contained in this prospectus, before deciding to tender your old notes in the exchange offer. The risk factors set forth below, other than those which discuss the consequences of failing to exchange your old notes in the exchange offer, are generally applicable to both the old notes and the new notes. The risks below are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business operations. The following risks could affect our business, financial condition or results of operations.

Risks Related to the Exchange Offer

        If you choose not to exchange your old notes, the present transfer restrictions will remain in force and the market price of your old notes could decline.

        If you do not exchange your old notes for new notes under the exchange offer, then you will continue to be subject to the transfer restrictions on the old notes as set forth in the offering memorandum distributed in connection with the private offering of the old notes. In general, the old 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 agreement, we do not intend to register resales of the old notes under the Securities Act. You should refer to "Prospectus Summary—Summary of Terms of the Exchange Offer" and "The Exchange Offer" for information about how to tender your old notes. The tender of old notes under the exchange offer will reduce the principal amount of the old notes outstanding, which may have an adverse effect upon, and increase the volatility of, the market price of the old notes due to reduction in liquidity.

Risks Related to Our Business

        Our debt agreements contain restrictions that limit our flexibility in operating our business.

        Upon the closing of the O-I Transactions, the Company, CapCo I and a syndicate of lenders entered into a new senior credit facility. The senior credit facility consists of two term loans to us with initial term loan commitments totaling $1,450.0 million and $350.0 million, respectively, and a $250.0 million revolving credit facility. Our senior credit facility and the indentures governing the notes offered hereby 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 transactions with affiliates and otherwise restrict our activities. In addition, under the senior credit facility, we are required to satisfy specified financial ratios and tests. Our ability to comply with those provisions may be affected by events beyond our control, and there can be no assurance that we will meet those tests. The breach of any of these covenants could result in a default under the senior credit facility and the lenders could elect to declare all amounts borrowed under the new senior credit facility, together with accrued interest, to be due and payable and could proceed against any collateral securing that indebtedness.

        Our available cash and access to additional capital may be limited by our substantial leverage.

        We are highly leveraged. As of March 31, 2005, we had consolidated indebtedness of $2,514.5 million and partners' deficit of $445.4 million. For the three months ended March 31, 2005 and for the year ended December 31, 2004, our interest expense was approximately $42.9 million and $140.8 million, respectively. As of March 31, 2005, $1,877.7 million of our total indebtedness was incurred under floating interest rate arrangements, $400.0 million of which would have been subject to interest rate swaps which fixed the interest rate. As a result, as of March 31, 2005, $1,477.7 million of our indebtedness was subject to floating interest rates. A 1% increase in interest rates would increase

16

our annual interest payments on this debt by approximately $14.8 million. As of March 31, 2005, we had unused borrowing capacity under our new revolving credit facility in amount equal to $167.9 million. We intend to fund our operating activities and capital expenditures in part through borrowings under our revolving credit facility. Our new senior credit facility and the indentures governing the notes permit us to incur additional indebtedness, subject to certain limitations. All loans outstanding under our revolving credit facility are scheduled to be repaid in October 2010. The term loan C facility is scheduled to be repaid in April 2012 and the scheduled annual principal repayments for the term loan B facility under the senior credit facility are as follows:

•

2005—$14.5 million



•

2006—$14.5 million



•

2007—$14.5 million



•

2008—$14.5 million



•

2009—$14.5 million



•

2010—$14.5 million



•

2011—$1.363 billion

        Our high degree of leverage could have important consequences to the holders of the notes, including, but not limited to, the following:

•

our ability to refinance existing indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes may be impaired in the future;



•

a substantial portion of our cash flow from operations must be dedicated to the payment of principal and interest on our indebtedness, thereby reducing the funds available to us for other purposes, including capital expenditures necessary for maintenance of our facilities and for the growth of our business;



•

some of our borrowings are and will continue to be at variable rates of interest, which expose us to the risk of increased interest rates;



•

we may be substantially more leveraged than some of our competitors, which may place us at a competitive disadvantage; and



•

our substantial degree of leverage may hinder our ability to adjust rapidly to changing market conditions and could make us more vulnerable in the event of a downturn in general economic conditions or in our business.

        Increases in resin prices and reductions in resin supplies could significantly slow our growth and disrupt our operations.

        We depend on large quantities of polyethylene terephthalate ("PET"), high-density polyethylene ("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. A sustained increase in resin prices, 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 plastic containers. Historically, we have passed through substantially all increases and decreases in the cost of resins to our customers through contractual provisions and standard industry practice; however, if we are not able to do so in the future and there are sustained increases in resin prices, our operating margins could be affected adversely. Furthermore, if we cannot obtain sufficient amounts of resin from any of our suppliers, or if there is a substantial increase in oil

17

or natural gas prices, and as a result an increase in resin prices, we may have difficulty obtaining alternate sources quickly and economically, and our operations and profitability may be impaired.

        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 in the form of wholly owned subsidiaries and other arrangements. We have 30 manufacturing facilities located in countries outside of the United States, including Argentina (2), Belgium (2), Brazil (5), Canada (2), Ecuador (1), England (1), Finland (1), France (3), Hungary (1), Mexico (5), the Netherlands (1), Poland (2), Spain (1), Turkey (2) and Venezuela (1). As a result, we are subject to risks associated with operating in foreign countries, including fluctuations in currency exchange rates, imposition of limitations on conversion of foreign currencies into 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. We typically price our products in our foreign operations in local currencies. As a result, an increase in the value of the dollar relative to the local currencies of profitable foreign subsidiaries can have a negative effect on our profitability. Exchange rate fluctuations increased our comprehensive income by $12.5 million, $24.5 million and $23.4 million for the years ended December 31, 2002, 2003 and 2004, respectively, and decreased our comprehensive income by $4.9 million and $9.6 million for the three months ended March 28, 2004 and March 31, 2005, respectively. The above mentioned risks in Europe, North America and South America may hurt our ability to generate revenue in those regions in the future.

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

        PepsiCo (collectively, with its affiliates, such as Frito-Lay, Gatorade, Quaker Oats and Tropicana) is our largest customer and all product lines we provide to PepsiCo collectively accounted for approximately 14.9% of our net sales for the year ended December 31, 2004. For the year ended December 31, 2004, Danone also accounted for more than 10% of our net sales. We are not the sole supplier of plastic packaging to PepsiCo or Danone. If PepsiCo or Danone terminated its relationship with us, it could have a material adverse effect upon our business, financial position or results of operations. Additionally, in 2004, our top 20 customers comprised over 78% of our sales. If any of our largest customers terminated its relationship with us, we would lose a significant source of revenues and profits. Additionally, the loss of one of our largest customers could result in us having excess capacity if we are unable to replace that customer. This could result in us having excess overhead and fixed costs. This could also result in our selling, general and administrative expenses and capital expenditures representing increased portions of our revenues.

        Our contracts with customers generally do not require them to purchase any minimum amounts of products from us, so 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, which typically include resin pass-through provisions allowing for substantially all increases and decreases in the cost of resin, our major raw material, to be passed through to our customers, thus substantially mitigating the effect of resin price movements on our profitability. Customers' purchase orders and contracts typically vary 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. Despite the existence of supply contracts with our customers, although in the past our customers have not purchased amounts under supply contracts that in the

18

aggregate are materially lower than what we have expected, we face the risk that in the future customers will not continue to purchase amounts that meet our expectations.

        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, we may not be able to continue to do so in the future. Our business, results of operations and financial condition may be materially adversely affected by further declines in prices of plastic packaging and such further declines could lead to a loss of business and 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 business and results of operations 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 you that our competitors will not independently develop equivalent or superior know-how, trade secrets or production methods. If we are unable to maintain the proprietary nature of our technologies our profit margins could be reduced as competitors imitating our products could compete aggressively against us in the pricing of certain products and our business, results of operations and financial condition may be materially adversely affected.

        We are involved in litigation from time to time in the course of our business to protect and enforce our intellectual property rights, and third parties from time to time initiate litigation against us asserting that our business infringes or violates their intellectual property rights. We cannot assure you that our intellectual property rights have the value that we believe them to have or that our products will not be found to infringe upon the intellectual property rights of others. Further, we cannot assure you 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 and results of operations regardless of its outcome.

        Sales of our beverage containers may be affected by cool summer weather which may result in lower sales and profitability.

        A significant portion of our revenue is attributable to the sale of beverage containers. Demand for beverages and our beverage containers tend to peak during the summer months. In the past, cool summer weather conditions have reduced the demand for beverages, which in turn has reduced the demand for beverage containers manufactured by us. Such unseasonably cool summer weather could reduce our sales and profitability.

19

        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 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. 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.

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

        The Blackstone Group and its affiliates ("Blackstone") indirectly controls approximately 85% of the partnership interests in Holdings. Pursuant to the Fifth Amended and Restated Limited Partnership Agreement by and among GPC Holdings L.P. (as the successor to Graham Capital Corporation and Graham Family Growth Partnership and their affiliates, collectively (the "Graham Group")), Graham Packaging Corporation, BCP/Graham Holdings LLC and BMP/Graham Holdings Corp., (the "Holdings' Partnership Agreement") holders of a majority of the partnership interests generally have the sole power, subject to certain exceptions, to take actions on behalf of Holdings, including the appointment of management and the entering into of mergers, sales of substantially all assets and other extraordinary transactions. For example, Blackstone could cause us to make acquisitions that increase the amount of our indebtedness or to sell revenue generating assets, impairing our ability to make

20

payments under our debt agreements. 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. 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.

        Our ability to operate the Company 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. In particular, the loss of the services provided by David L. Andrulonis, G. Robinson Beeson, John E. Hamilton, Peter T. Lennox, Roger M. Prevot, Ashok Sudan or Philip R. Yates, among others, could have a material adverse effect on our management. We do not maintain "key" person insurance on any of our executive officers.

        We may not be able to continue to successfully integrate O-I Plastic into Graham's business and operation.

        Prior to the Acquisition on October 7, 2004, Graham and O-I Plastic operated as separate entities. If we cannot continue to successfully integrate O-I Plastic's operations with Graham operations, we may experience material negative consequences to our business, financial condition or results of operations. The integration of companies that have previously been operated separately involves a number of risks, including, but not limited to:

•

demands on management related to the significant increase in the size of the business for which they are responsible;



•

diversion of management's attention from the management of daily operations to the integration of the acquired business;



•

management of employee relations across facilities;



•

difficulties in the assimilation of different corporate cultures and practices, as well as in the assimilation and retention of dispersed personnel and operations;



•

difficulties and unanticipated expenses related to the integration of departments, systems (including accounting systems), technologies, books and records, procedures and controls (including internal accounting controls, procedures and policies), as well as in maintaining uniform standards, including environmental management systems;



•

expenses of any undisclosed or potential liabilities; and



•

our ability to continue to maintain Graham's customers and O-I Plastic's customers.

        The continuation of our successful integration of O-I Plastic's operations with Graham's will depend on our ability to manage the combined operations, to realize opportunities for revenue growth presented by broader product offerings and expanded geographic coverage and to eliminate redundant and excess costs. If our integration efforts do not continue to be successful, we may not be able to maintain the levels of revenues, earnings or operating efficiency that Graham and O-I Plastic achieved or might have achieved separately. In addition, the unaudited pro forma financial information presented in this prospectus cover periods during which we were not under the same management and, therefore, may not be indicative of our future condition or operating results.

        During the first two fiscal year periods following the Acquisition, we expect to make approximately $160 million in net cash expenditures (net of asset sale proceeds) to realize certain synergies and cost savings. These expenditures will relate primarily to severance, systems integration, closing facilities and relocating production equipment.

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        We may be unable to fully realize the expected cost savings and other synergies from the acquisition of O-I Plastic.

        Even if we are able to continue to integrate the operations of O-I Plastic successfully, we do not assure you that this continuing integration will result in the realization of the full benefits of the cost savings, synergies or revenue enhancements that we expect to result from this integration or that these benefits will be achieved within the timeframe that we expect. The cost savings and other synergies from the Acquisition may be offset by costs incurred in integrating O-I Plastic's operations, as well as by increases in other expenses, by operating losses or by problems with Graham's or O-I Plastic's businesses unrelated to the Acquisition.

        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. To the extent that we grow through acquisitions, we will face the operational and financial risks commonly encountered with that type of a strategy. We would also face operational risks, such as 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 new senior credit facility and the indentures, in which case we would also face certain financial risks associated with the incurring of additional indebtedness to make an acquisition, such as reducing our liquidity, access to capital markets and financial stability.

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

        As of March 31, 2005, approximately 3,700 of our approximately 8,700 employees are covered by collective bargaining agreements with various international and local labor unions. 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. Over the next twelve months, collective bargaining agreements covering approximately 450 of our employees will expire. We believe that we enjoy good relations with our employees, and there have been no significant work stoppages in the past three years. Upon the expiration of any of our collective bargaining agreements, however, we may be unable to negotiate new collective bargaining agreements on terms favorable to us, and our business operations 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 technology 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 in the short-term until alternative sources of technology could be arranged.

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Risks Related to our Indebtedness and the Notes

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

        Our ability to make scheduled payments or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. These factors include:

•

increased operating costs;



•

prices and supply of raw materials, especially of resin;



•

demand for our products;



•

product prices and regulatory developments; and



•

unscheduled plant shutdowns.

        We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to satisfy our payment obligations under our indebtedness.

        If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our new senior credit facility and the indentures governing the notes offered hereby restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions, dispose of our assets at prices that we believe are fair or use the proceeds from asset sales to make payments on the notes and these proceeds may not be adequate to meet any debt service obligations then due.

        We will have substantial debt following the offering.

        As of March 31, 2005, we and our consolidated subsidiaries had approximately $2,514.5 million of outstanding debt (excluding obligations to trade creditors). We may incur substantial additional debt in the future, including additional debt under our revolving credit facility. As of March 31, 2005, we had unused borrowing capacity under our revolving credit facility in an amount equal to $167.9 million. If we incur additional debt, it could make it more difficult for us to satisfy our payment obligations with respect to the notes.

        Our substantial level of indebtedness could have important consequences to you, including the following:

•

our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired;



•

we must use a substantial portion of our cash flow from operations to make debt service payments on the notes and our new revolving credit facility, which will reduce the funds available to us for other purposes such as potential acquisitions and capital expenditures;



•

we are exposed to fluctuations in interest rates, because our new revolving credit facility has a variable rate of interest;

23

•

we may have a higher level of indebtedness than some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility in planning for, or responding to, changing conditions in our industry, including increased competition; and



•

we are more vulnerable to general economic downturns and adverse developments in our business.

        The Holdings guarantee is of limited value to holders of the notes.

        The senior subordinated notes will be fully and unconditionally guaranteed by Holdings on a senior subordinated basis. The guarantee will be subordinated to all senior indebtedness of Holdings and effectively subordinated to all indebtedness and other liabilities of Holdings' subsidiaries. The guarantee will be subordinated in right of payment to all senior indebtedness of Holdings and effectively subordinated to all indebtedness and other liabilities, including trade payables, of Holdings' subsidiaries, including the issuers. Additionally, since we are the sole source of revenue for Holdings, it is not likely that Holdings will be able to make payments in respect of the notes if we are unable to satisfy its payment obligations. As a result, the Holdings guarantee is of limited value to the holders of the senior subordinated notes.

        Your rights as holders of the senior subordinated notes and guarantees thereof to receive payments will be contractually subordinated to those of holders of our senior indebtedness.

        As a result of the senior subordinated nature of the senior subordinated notes and related guarantees, upon any distribution to our creditors or the creditors of the subsidiary guarantors in bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors of our or their property, the holders of our senior indebtedness and senior indebtedness of the subsidiary guarantors will be entitled to be paid in full in cash before any payment may be made with respect to the senior subordinated notes or the subsidiary guarantees. Holders of the senior subordinated notes would then participate with all other holders of unsecured senior subordinated indebtedness of ours or the subsidiary guarantors similarly subordinated in the assets remaining after we and the subsidiary guarantors have paid all senior indebtedness. We and the subsidiary guarantors may not have sufficient funds to pay all of our creditors, and holders of our senior subordinated notes may receive less, ratably, than the holders of senior indebtedness, and because of the obligation to turn over distributions to holders of senior indebtedness, the holders of the notes may receive less, ratably, than trade payables and other general unsecured indebtedness. In addition, under certain circumstances, no payments may be made with respect to the principal of or interest on the senior subordinated notes if a default exists with respect to certain senior indebtedness. See "Description of the Notes—Subordination of the Senior Subordinated Notes."

        As of March 31, 2005, we had $2,139.5 million of senior indebtedness outstanding. In addition, as of March 31, 2005, we had unused borrowing capacity of $167.9 million under our revolving credit facility. The indentures and the senior credit facility permit us to incur additional senior indebtedness, provided that certain conditions are met, and we expect from time to time to incur additional senior indebtedness.

        Claims of noteholders will be structurally subordinated to claims of creditors of all of our existing and future non-guarantor subsidiaries.

        The notes will not be guaranteed by any of our non-U.S. subsidiaries and non-wholly owned subsidiaries. Our non-U.S. subsidiaries and non-wholly owned subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right we or the guarantors have to receive any assets of any of our non-U.S. subsidiaries or non-wholly owned subsidiaries upon the liquidation or reorganization of those subsidiaries, and the

24

consequent rights of holders of notes to realize proceeds from the sale of any of those subsidiaries' assets, will be structurally subordinated to the claims of those subsidiaries' creditors, including trade creditors and holders of debt of those subsidiaries. As of March 31, 2005, such non-guarantor subsidiaries had total liabilities of approximately $160.1 million, including indebtedness of $7.9 million.

        The indentures for the notes will impose significant restrictions on us, which may prevent us from capitalizing on business opportunities and taking some corporate actions.

        The indentures for the notes will impose, and the terms of any future debt may impose, significant operating and financial restrictions on us. These restrictions will, among other things, limit our ability and the ability of our restricted subsidiaries to:

•

incur or guarantee additional indebtedness;



•

pay dividends on our capital stock or repurchase our capital stock;



•

make certain investments;



•

make capital expenditures;



•

sell or otherwise dispose of assets including capital stock of subsidiaries;



•

incur liens;



•

enter into agreements restricting our subsidiaries' ability to pay dividends;



•

enter into certain types of transactions with affiliates; and



•

consolidate, merge or sell all or substantially all our assets.

        We cannot assure you that these covenants will not adversely affect our ability to finance our future operations or capital needs or to pursue available business opportunities.

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

        Upon a change of control, we must offer to repurchase all the notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase. We may not be able to repurchase the notes upon a change of control because we may not have sufficient funds. Further, we are contractually restricted under the terms of our new revolving credit facility from repurchasing all the notes tendered by holders upon a change of control and we may not be able to obtain necessary consents under our new revolving credit facility to repurchase all the notes. In addition, this change of control provision may not necessarily protect holders of the notes if we engage in a highly leveraged transaction or certain other transactions involving us or our subsidiaries.

        Federal and state fraudulent transfer laws permit a court to void or subordinate the notes and the guarantees, and if that occurs, you may not receive any payments on the notes and the guarantees.

        Under federal and state fraudulent transfer and conveyance statutes, a court could void the obligations under the notes and the guarantees, further subordinate the notes and the guarantees, require the holders of the notes to repay payments made to them on account of the notes and the guarantees or take other action detrimental to you, if, among other things, at the time the indebtedness under the notes or the guarantees was incurred, we or a guarantor, as applicable:

•

issued the notes or a guarantee with actual intent to hinder, delay or defraud present or future creditors; or

25

•

received less than reasonably equivalent value or fair consideration in return for issuing either the notes or a guarantee, and, one of the following is also true:



•

we or any of the guarantors were or was insolvent, or rendered insolvent, by reason of the issuance of the notes and/or guarantees;



•

the issuance of the notes and/or the guarantees left us or any of the guarantors with an unreasonably small amount of capital to carry on the business; or



•

we or any of the guarantors intended to incur, or believed that we or it would incur, debts that we or it would be unable to pay as they become due and matured.

        While the measures of insolvency for fraudulent transfer purposes vary depending on the law to be applied, generally, an entity would be considered insolvent if, at the time it incurred indebtedness:

•

the sum of its debts was greater than the fair value of all its assets;



•

the present fair saleable value of its assets is less than the amount required to pay the probable liability on its existing debts and liabilities as they become due; or



•

it cannot pay its debts as they become due.

        In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the notes. Further, the avoidance of the notes and the guarantees could result in an event of default with respect to our other debt and that of our subsidiaries, which could result in acceleration of such debt. We cannot be certain as to the standards a court would use to determine whether or not we or a guarantor was solvent at the relevant time, or, regardless of the standard that a court uses, that the issuance of the notes and the guarantees would not be avoided as a fraudulent transfer, or be further subordinated to our or any of the guarantors' other debt and that you may not be required to return payments made to you on account of the notes and the guarantees.

        Your ability to transfer the new 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 new notes.

        The new notes are a new issue of securities for which there is no established public market. We do not intend to have the new notes listed on a national securities exchange, although we expect that they will be eligible for trading in the PORTAL Market. The initial purchasers have advised us that they intend to make a market in the new notes, if issued, as permitted by applicable laws and regulations; however, the initial purchasers are not obligated to make a market in the new notes and may discontinue their market making activities at any time without notice. Therefore, we cannot assure you that an active market for the new notes will develop or, if developed, that it will continue. 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 new notes. We cannot assure you that the market, if any, for the new notes will be free from similar disruptions or that any such disruptions may not adversely affect the prices at which you may sell your notes. In addition, subsequent to their initial issuance, the new notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

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USE OF PROCEEDS

        We will not receive any cash proceeds from the issuance of the new notes in the exchange offer. We will receive the old notes in like principal amount in exchange for the issuance of the new notes in the exchange offer. We will cancel all old notes surrendered in exchange for new notes in the exchange offer. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

        We used the net proceeds from the offering of the old notes, together with proceeds from our borrowings under our new senior credit facilities, to (i) pay cash consideration for the Acquisition, (ii) repay all outstanding amounts under our prior revolving credit loans and term loan facilities, (iii) purchase all prior senior secured notes and senior subordinated notes through tender offers or otherwise redeem and repay the prior notes in full and (iv) pay the transaction fees associated with such transactions.

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CAPITALIZATION

        The following table sets forth our capitalization as of March 31, 2005. The information in this table should be read in conjunction with "Unaudited Pro Forma Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements of Holdings and Owens-Illinois Plastic Container Business contained elsewhere in this prospectus.

			As of March 31, 2005
			(in millions)
Cash and cash equivalents			$	15.6
Long-term debt, including current portion:
	Senior Credit Facilities:
		Revolving credit facility(1)	$	73.0
		Term loan B facility		1,446.4
		Term loan C facility		350.0
	Total New Senior Credit Facilities			1,869.4
	Senior notes offered hereby			250.0
	Senior subordinated notes offered hereby			375.0
	Existing debt			20.1
Total Debt				2,514.5
Total partners' capital (deficit)				(445.4	)
Total capitalization			$	2,069.1

(1)

The revolving credit facility provides for borrowings of up to $250.0 million.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION

        The following unaudited pro forma financial information is based on the audited and unaudited consolidated financial statements of Holdings and subsidiaries and Owens-Illinois Plastic Container Business ("O-I Plastic Historical") appearing elsewhere in this prospectus, as adjusted to illustrate the estimated pro forma effects of the Acquisition (including the preliminary application of purchase accounting) and related financing transactions. The unaudited pro forma financial information should be read in conjunction with the consolidated financial statements and related notes of Holdings and subsidiaries and O-I Plastic Historical and other financial information appearing elsewhere in this prospectus, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Supplemental Financial Information."

        The unaudited pro forma statement of operations gives effect to the O-I Transactions as if they had occurred on January 1, 2004. The unaudited pro forma adjustments are based upon available information, preliminary estimates and certain assumptions that we believe are reasonable.

        The pro forma adjustments reflect our preliminary estimates of the purchase price allocation, which may change upon finalization of appraisals and other valuation studies that are in process. The final determination of the acquired net operating loss carry-forwards for U.S. federal income tax purposes, as well as the finalization of the appraisals referred to above, could have a material impact on the purchase price allocation reflected in the pro forma financial information.

        The unaudited pro forma financial information is for informational purposes only and is not intended to represent or be indicative of the consolidated results of operations that we would have reported had the Transactions been completed as of the dates presented, and should not be taken as representative of our future consolidated results of operations.

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UNAUDITED PRO FORMA STATEMENT OF OPERATIONS DATA

FOR THE YEAR ENDED DECEMBER 31, 2004

	Period January 1 to October 6, 2004									Year Ended December 31, 2004						Year Ended December 31, 2004
	O-I Plastic Historical(a)			Excluded Operations(b)			O-I Plastic			Holdings Historical			Pro Forma Adjustments			Combined Pro Forma
	(in millions)
Statement of Operations Data:
Net sales	$	1,004.3		$	(121.6	)	$	882.7		$	1,353.0		$	—		$	2,235.7
Cost of goods sold		866.6			(104.0	)		762.6			1,160.5			20.9	(c)		1,944.0
Gross profit		137.7			(17.6	)		120.1			192.5			(20.9	)		291.7
Selling, general and administrative expenses		74.5			(3.8	)		70.7			87.4			2.6	(d)		160.7
Impairment charges		—			—			—			7.0			—			7.0
Operating income (loss)		63.2			(13.8	)		49.4			98.1			(23.5	)		124.0
Interest expense		133.0			(3.0	)		130.0			140.8			(111.5)	(e)		159.3
Interest income		(0.3	)		—			(0.3	)		(0.3	)		—			(0.6	)
Other expense (income), net		—			—			—			(1.1	)		—			(1.1	)
(Loss) income before income taxes and minority interest		(69.5	)		(10.8	)		(80.3	)		(41.3	)		88.0			(33.6	)
Income tax (benefit) provision		(16.1	)		(4.3	)		(20.4	)		(2.1	)		26.2	(f)		3.7
Minority interest		—			—			—			1.4			—			1.4
Net (loss) income	$	(53.4	)	$	(6.5	)	$	(59.9	)	$	(40.6	)	$	61.8	(g)	$	(38.7	)

See accompanying notes to unaudited pro forma statement of operations data.

30

NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS DATA

(a)

Represents the sum of the unaudited consolidated financial statements of O-I Plastic Historical for the nine months ended September 30, 2004 included elsewhere in this prospectus and the unaudited results of operations of O-I Plastic for the period October 1, 2004 to October 6, 2004 and reflects certain reclassifications to conform to Holdings' basis of presentation.

(b)

Represents the elimination of results of operations that were retained by O-I under the terms of the stock purchase agreement for the nine months ended September 30, 2004.

(c)

Represents estimated increases in depreciation of acquired property, plant and equipment.

(d)

Represents additional annual monitoring fee of $2.3 million that we are required to pay to Blackstone and a limited partner of Holdings as a result of the O-I Transactions and an estimated increase of $0.3 million in amortization of acquired identifiable intangible assets.

(e)

Represents a pro forma interest expense adjustment resulting from our new capital structure using the average historical 90-day LIBOR rates of 1.62% for the year ended December 31, 2004, as follows:

	Year Ended December 31, 2004
	(in millions)
Term loan B(1)	$	59.6
Term loan C(2)		20.6
Senior notes(3)		21.3
Senior subordinated notes(4)		37.0
Impact of existing interest rate swaps(5)		3.9
Existing debt(6)		4.9
Commitment fees(7)		1.3
Agency fees		0.2
Total cash interest expense		148.8
Amortization of capitalized debt issuance fees(8)		10.5
Total pro forma interest expense		159.3
Less historical interest expense		270.8
Net adjustment to interest expense	$	(111.5	)

(1)

Reflects pro forma interest expense on term loan B at an interest rate of LIBOR plus 2.50%.



(2)

Reflects pro forma interest expense on term loan C at an interest rate of LIBOR plus 4.25%.



(3)

Reflects pro forma interest expense on the senior notes at a fixed interest rate of 8.50%.



(4)

Reflects pro forma interest expense on the senior subordinated notes at a fixed interest rate of 9.875%.



(5)

Reflects the impact of four existing interest rate swap agreements on $400 million of term loans.



(6)

Reflects historical cash interest expense on existing debt that was not refinanced.



(7)

Reflects commitment fees of 0.50% on average available balance under the revolving credit facility.

31

(8)

Reflects non-cash amortization of capitalized debt issuance fees. These costs are amortized over the terms of the related debt.

A ¹/8% change in interest rates applicable to the new debt facilities would change pro forma interest expense by $1.7 million for the year ended December 31, 2004.

(f)

Represents the tax effect of the pro forma adjustments to increase depreciation and amortization by $21.2 million and decrease interest expense by approximately $88 million (interest adjustment applicable to O-I Plastic), calculated at an assumed combined federal and state effective tax rate applicable to O-I Plastic of 39.25%.

(g)

The adjustments above reflect our preliminary estimates of the purchase price allocation and related useful lives of acquired property plant and equipment and identifiable intangible assets, which may change upon finalization of appraisals and other valuation studies that are in progress and not yet complete. Based on the preliminary purchase price allocation, the value assigned to identifiable intangible assets, comprised of developed technology, customer relationships, license agreements and a non-compete agreement, is approximately $81.0 million with estimated useful lives ranging between 5 and 20 years. The purchase price in excess of the fair value of net assets acquired, including identifiable intangibles, was recorded as goodwill. The final determination of the acquired net operating loss carry-forwards for U.S. federal income tax purposes, as well as the finalization of the appraisals referred to above, could have a material impact on the purchase price allocation reflected in the pro forma financial information.

32

SELECTED HISTORICAL FINANCIAL DATA

Graham Packaging Holdings Company

        The following selected historical financial data as of and for the years ended December 31, 2000, 2001, 2002, 2003 and 2004 have been derived from the audited consolidated financial statements of Holdings. The selected historical financial data as of and for the three months ended March 28, 2004 and March 31, 2005 have been derived from the unaudited consolidated financial statement of Holdings, which have been prepared on a basis consistent with the audited consolidated financial statements as of and for the year ended December 31, 2004. In the opinion of management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. 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. The audited consolidated financial statements as of and for the years ended December 31, 2003 and 2004 and for each of the three years in the period ended December 31, 2004, and the unaudited consolidated financial statements as of March 31, 2005 and for each of the three month periods ended March 28, 2004 and March 31, 2005 are included elsewhere in this prospectus. You should read this information together with the financial statements appearing elsewhere in this prospectus and the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations."

																Three Months Ended
	Year Ended December 31,
																March 28, 2004			March 31, 2005(1)
	2000			2001			2002			2003			2004(1)
																(unaudited)			(unaudited)
	(in millions)
Statement of Operations Data:
Net sales(2)	$	842.6		$	923.1		$	906.7		$	978.7		$	1,353.0		$	260.3		$	620.5
Cost of goods sold(2)		708.1			771.2			742.6			795.7			1,160.5			210.1			541.0
Gross profit(2)		134.5			151.9			164.1			183.0			192.5			50.2			79.5
Selling, general and administrative expenses		56.2			58.2			63.8			66.9			87.4			17.0			35.4
Impairment charges(3)		21.1			38.0			5.1			2.5			7.0			—			1.6
Special charges and unusual items(4)		1.1			0.2			—			—			—			—			—
Operating income		56.1			55.5			95.2			113.6			98.1			33.2			42.5
Interest expense(5)		102.2			99.1			82.1			97.1			140.8			20.9			42.9
Interest income		(0.5	)		(0.6	)		(0.3	)		(0.5	)		(0.3	)		—			(0.1	)
Other expense (income), net		0.2			0.2			0.1			(0.3	)		(1.1	)		(0.3	)		0.3
Income tax provision (benefit)(6)		0.4			0.3			4.0			6.8			(2.1	)		1.7			10.4
Minority interest		(0.6	)		0.5			1.7			0.8			1.4			0.4			0.5
Net (loss) income	$	(45.6	)	$	(44.0	)	$	7.6		$	9.7		$	(40.6	)	$	10.5		$	(11.5	)
Other Data:
Depreciation and amortization(7)	$	66.2		$	71.7		$	75.8		$	71.8		$	114.4		$	20.4		$	52.9
Net capital expenditures(8)		163.4			74.3			92.4			91.8			151.9			29.1			62.4
Balance Sheet Data (at period end):
Cash and cash equivalents	$	9.8		$	9.0		$	7.3		$	7.1		$	22.1		$	8.1		$	15.6
Working capital(9)		(23.5	)		(10.4	)		9.6			11.5			235.0			33.5			285.0
Total assets		821.3			758.6			798.3			876.1			2,551.6			904.3			2,626.0
Total debt		1,060.2			1,052.4			1,070.6			1,097.4			2,465.2			1,118.9			2,514.5
Partners' capital (deficit)(10)		(464.4	)		(485.1	)		(460.3	)		(421.5	)		(434.1	)		(419.4	)		(445.4	)

(1)

On October 7, 2004, the Company acquired O-I Plastic for $1,191.9 million, including direct costs of the acquisition, subject to certain adjustments. This transaction was accounted for under the purchase method of accounting. Results of operations are included since the date of the acquisition.

33

(2)

Net sales increase or decrease based on fluctuations in resin prices. Consistent with industry practice and/or as permitted under agreements with our customers, substantially all resin price changes are passed through to customers by means of corresponding changes in product pricing. Therefore, our dollar gross profit has been substantially unaffected by fluctuations in resin pricing. However, a sustained increase in resin prices, 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 plastic containers.

(3)

We evaluated the recoverability of our long-lived and other assets in selected locations, due to indicators of impairment, and recorded impairment charges of $16.3 million, $28.9 million, $5.1 million, $2.5 million and $7.0 million for the years ended December 31, 2000, 2001, 2002, 2003 and 2004, respectively, and $1.6 million for the three months ended March 31, 2005. Goodwill is reviewed for impairment on an annual basis. The resulting impairment charges recognized, based on a comparison of the related net book value of the location to projected discounted future cash flows of the location, were $4.8 million and $9.1 million for the years ended December 31, 2000 and 2001, respectively.

(4)

Includes compensation costs related to our 1998 recapitalization.

(5)

The years ended December 31, 2003 and 2004 include the effects of the refinancing of our prior senior credit agreements, which resulted in the write-off of debt issuance fees of $6.6 million and $20.9 million, respectively, and the write-off of tender and call premia of $15.2 million for the year ended December 31, 2004, associated with the redemption of our prior senior subordinated notes and senior discount notes.

(6)

Holdings, as a limited partnership, does 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 acquired as part of O-I Plastic are corporations and are subject to U.S. federal and state income taxes. Holdings' 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.

(7)

Depreciation and amortization excludes amortization of debt issuance fees, which is included in interest expense, and impairment charges.

(8)

Net capital expenditures exclude spending on acquisitions.

(9)

Working capital is defined as current assets (excluding cash and cash equivalents) less current liabilities (excluding short-term loans and current portion of long-term debt).

(10)

As a result of our 1998 recapitalization, we have negative net worth for accounting purposes.

34

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

        The purpose of this section is to discuss and analyze our consolidated financial condition, results of operations and liquidity and capital resources. This analysis should be read in conjunction with the consolidated financial statements and notes of Graham and O-I Plastic Historical, which appear elsewhere in this prospectus. This section may contain certain "forward-looking statements" within the meaning of federal securities laws that involve risks and uncertainties, including statements regarding our plans, objectives, goals, strategies and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under "Forward-Looking Statements," "Risk Factors," "Unaudited Pro Forma Financial Information" and elsewhere in this prospectus.

Overview

        We are a worldwide leader in the design, manufacture and sale of customized blow molded plastic containers for the branded food and beverage, household, personal care/specialty and automotive lubricants product categories and as of the end of the first quarter 2005 operated 90 manufacturing facilities throughout North America, Europe and South America. Our primary strategy is to operate in select markets that will position us to benefit from the growing conversion to value-added plastic packaging from more commodity packaging.

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

•

develop our own proprietary technologies that provide meaningful competitive advantage in the marketplace;



•

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



•

forecast trends in the packaging industry across product lines and geographic territories (including those specific to the rapid conversion of packaging products from glass, metal and paper to plastic); and



•

make investments in plant and technology necessary to satisfy the three factors mentioned above.

        On October 7, 2004, Graham acquired O-I Plastic for approximately $1.2 billion. Since October 7, 2004 our operations have included the operations of O-I Plastic. Giving pro forma effect to the O-I Transactions, sales for the year ended December 31, 2004, would have been approximately $2.2 billion. We believe that the acquisition has enabled us to:

•

enhance our position as the leading supplier in value-added plastic packaging, by adding breadth and diversity to our portfolio of blue-chip customers;



•

optimize the complementary technology portfolios and product development capabilities of the Company and O-I Plastic to pursue attractive conversion opportunities across all product categories;



•

begin to realize significant cost savings by eliminating overlapping and redundant corporate and administrative functions, targeting productivity improvements at O-I Plastic's facilities, consolidating facilities in geographic proximity to make them more cost-efficient and rationalizing plants and individual production lines with unattractive economics and/or cost

35

structures. It should be noted that there are significant one-time costs associated with these cost savings; and

•

apply our proven business model, management expertise and best practices to deliver innovative designs and enhanced service levels to our combined customer base.

        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 continued conversion to plastic packaging, including the demand for containers for juices, juice drinks, nutritional beverages, sports drinks, teas, yogurt drinks, snacks, beer and other food products. Over the past few years, we have experienced an overall mix shift toward smaller containers, since much of the growth in this area has been in the sale of smaller sized containers. We have established ourselves as a leader in the value-added segment for hot-fill PET juice containers. Recently, we have been a leading participant in the rapid growth of yogurt drinks and nutritional beverages where we manufacture containers using polyolefin resins. From the beginning of 1999 through March 31, 2005, we have invested over $1,225.0 million in capital expenditures, which includes approximately $678.0 million of purchase price allocations related to the Acquisition, in the food and beverage product category. For the year ended December 31, 2004, our sales of containers for the food and beverage product category grew to $769.9 million from $333.4 million in 1999, which includes sales of $107.3 million for the fourth quarter of 2004 related to the Acquisition.

        Our household container product category is a stable product category whose growth in prior years was fueled by conversions from powders to liquids for such products as detergents, household cleaners and automatic dishwashing detergent. Powdered products are packaged in paper based containers such as fiber wound cans and paperboard cartons. The growth of this product category now follows GDP growth as liquids have gained a predominant share of these products. Our strongest position is in liquid laundry detergents, where we are a leader in plastic container design and manufacture. We have continually upgraded our machinery, principally in the United States, to new, larger, more productive blow molders in order to standardize production lines, improve flexibility and reduce manufacturing costs.

        Our North American one quart motor oil container product category is in a mature industry. Unit volume in the one quart motor oil industry decreased approximately 4% in 2004 as compared to 2003; annual volumes declined an average of approximately 1% to 2% in prior years. We believe that the domestic one quart motor oil container product category will continue to decline approximately 2% to 4% annually for the next several years but believe that there are significant volume opportunities for automotive products outside of North America.

        We are a leading supplier in the personal care/specialty product category that includes products for the hair care, skin care, oral care and specialty markets. We believe that our leading supply position results from our commitment to and reputation in new product development and container decoration. In addition, we have focused on a flexible manufacturing system to meet customers' frequently changing requirements. This category, in general, grows with GDP.

        As of the end of the first quarter of 2005 we operated 30 manufacturing facilities outside of the United States in Argentina, Belgium, Brazil, Canada, Ecuador, England, Finland, France, Hungary, Mexico, the Netherlands, Poland, Spain, Turkey and Venezuela. Over the past few years, we have expanded our international operations with the addition of new plants in England, France, Belgium, Spain, Poland, Mexico and Argentina, as well as the Acquisition which included plants in Ecuador, England, Finland, Mexico, the Netherlands and Venezuela and the acquisition of certain Tetra-Pak operations on March 24, 2005 which included plants in Brazil, Belgium and Turkey. On March 30, 2001, we increased our interest in Masko Graham, the Company's Polish operation, from 50% to 51%, and again on December 29, 2003 from 51% to approximately 58%. We purchased the remaining 42% interest on April 15, 2004.

36

        Changes in international economic conditions require that we continually review our operations and make restructuring changes when appropriate. In our North American operations in 2002, we closed our facility in Burlington, Ontario, Canada. Business from this facility was consolidated into other North American facilities as a result of this closure. In our European operations, during the latter portion of 2001, we committed to a plan to sell or close certain plants in England, France, Italy and Germany. We closed our plant in England in 2002, sold one plant in France in 2002, closed another plant in France in 2003, sold both of our plants in Italy in 2002 and sold both of our plants in Germany in 2003.

        (See "—Results of Operations" for a discussion of impairment charges.)

        For the three months ended March 31, 2005, 73.2% of our net sales were generated by the top twenty customers, the majority of which were under long-term contracts with terms up to ten years; the remainder of which were customers with which we have been doing business for over 13 years on average. Prices under these arrangements are typically tied to market standards and, therefore, vary with market conditions. In general, the contracts are requirements contracts that do not obligate the customer to purchase any given amount of product from us. We had sales to one customer which exceeded 10% of total sales for the three months ended March 31, 2005 and March 28, 2004. Our sales to this customer were 19.3% and 15.6% of total sales for the three months ended March 31, 2005 and March 28, 2004, respectively. For the three months ended March 31, 2005, approximately 98% and 2% of the sales to this customer were made in North America and Europe, respectively. We also had sales to one other customer which exceeded 10% of total sales for the three months ended March 28, 2004. Our sales to this customer were 12.1% of total sales for the three months ended March 28, 2004.

        Based on industry data, the following table summarizes average market prices per pound of PET and HDPE resins in the United States during the three months ended March 2005 and 2004:

	Three Months Ended March
	2005		2004
PET	$	0.77	$	0.64
HDPE		0.63		0.53

        In general, our dollar gross profit is substantially unaffected by fluctuations in the prices of PET and HDPE resins, the primary raw materials for our products, because industry practice and our agreements with our customers permit substantially all resin price changes to be passed through to customers by means of corresponding changes in product pricing. Consequently, we believe that our cost of goods sold, as well as other expense items, should not be analyzed solely on a percentage of net sales basis. A sustained increase in resin prices, 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 plastic containers.

        Holdings, as a limited partnership, does 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 acquired as part of O-I Plastic are corporations and are 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.

37

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:

		Three Months Ended
		March 31, 2005				March 28 2004
		(Dollars in millions)
North America		$	538.7	86.8	%	$	214.6	82.5	%
Europe			66.5	10.7			37.0	14.2
South America			15.3	2.5			8.7	3.3
	Total Net Sales	$	620.5	100.0	%	$	260.3	100.0	%

		Three Months Ended
		March 31, 2005				March 28, 2004
		(Dollars in millions)
Food and Beverage		$	352.6	56.8	%	$	154.9	59.5	%
Household			124.1	20.0			49.2	18.9
Automotive Lubricants			68.5	11.0			56.2	21.6
Personal Care/Specialty(1)			75.3	12.2			—	—
	Total Net Sales	$	620.5	100.0	%	$	260.3	100.0	%

(1)

Prior to the Acquisition, sales of personal care/specialty containers were not significant and are included in the household product category.

Three Months Ended March 31, 2005 Compared to Three Months Ended March 28, 2004

        Net Sales.    Net sales for the three months ended March 31, 2005 increased $360.2 million, or 138.4%, to $620.5 million from $260.3 million for the three months ended March 28, 2004. The increase in sales was primarily due to the Acquisition, which accounted for $303.6 million, as well as an increase in resin pricing. Container units sold increased 81.7%. On a geographic basis, sales for the three months ended March 31, 2005 in North America increased $324.1 million, or 151.0%, from the three months ended March 28, 2004, including sales for O-I Plastic of $283.7 million, and included higher container units sold of 116.6%. North American sales in the food and beverage product category, the household product category, the automotive lubricants product category and the personal care/specialty product category contributed $172.8 million, $68.1 million, $10.0 million and $73.2 million, respectively, to the increase. Container units sold in North America increased 104.4% in the food and beverage product category, increased 96.4% in the household product category and decreased 4.9% in the automotive lubricants product category. Sales for the three months ended March 31, 2005 in Europe increased $29.5 million, or 79.7%, compared to sales for the three months ended March 28, 2004. The increase in sales was primarily due to the Acquisition, which accounted for $17.1 million, and favorable exchange rate changes of approximately $4.1 million. Container units sold in Europe increased 27.2% compared to the same period last year. Sales in South America for the three months ended March 31, 2005 increased $6.6 million, or 75.9%, from the three months ended March 28, 2004, in part due to the Acquisition, which accounted for $2.8 million, and favorable exchange rate changes of approximately $0.8 million. Container units sold in South America increased 84.1% compared to the same period last year.

        Gross Profit.    Gross profit for the three months ended March 31, 2005 increased $29.3 million to $79.5 million from $50.2 million for the three months ended March 28, 2004. Gross profit for the three

38

months ended March 31, 2005 increased $24.6 million, $2.7 million and $2.0 million in North America, Europe and South America, respectively, when compared to the three months ended March 28, 2004. The net increase in gross profit resulted primarily from an increase in unit volume, principally as a result of the Acquisition, of $30.2 million and a favorable impact from changes in foreign currency exchange rates of $1.0 million, offset by a net increase of expenses related to the Acquisition and restructuring expenses of $0.9 million and a net increase in project costs of $1.0 million.

        Selling, General & Administrative Expenses.    Selling, general and administrative expenses for the three months ended March 31, 2005 increased $18.4 million to $35.4 million from $17.0 million for the three months ended March 28, 2004. The increase was primarily due to the Acquisition. Non-recurring charges were $6.6 million and $0.1 million for the three months ended March 31, 2005 and March 28, 2004, respectively, comprised of expenses relating to the Acquisition, global reorganization costs and other costs. Selling, general and administrative expenses as a percent of sales decreased to 5.7% of sales for the three months ended March 31, 2005 from 6.5% of sales for the three months ended March 28, 2004.

        Impairment Charges.    Impairment charges were $1.6 million for the three months ended March 31, 2005 as compared to no impairment charges for the three months ended March 28, 2004. Due to a change in the ability to utilize certain assets in the Unites States, we evaluated the recoverability of these assets. For these assets to be held and used, we determined that the undiscounted cash flows were below the carrying value of these long-lived assets. Accordingly, we adjusted the carrying values of these long-lived assets to their estimated fair values, resulting in impairment charges of $1.6 million for the three months ended March 31, 2005.

        Interest Expense, Net.    Interest expense, net increased $21.9 million to $42.8 million for the three months ended March 31, 2005 from $20.9 million for the three months ended March 28, 2004. The increase was primarily related to significantly higher debt levels in the first quarter of 2005 following the refinancing on October 7, 2004 in connection with the Acquisition.

        Other Expense (Income), Net.    Other expense, net was $0.3 million for the three months ended March 31, 2005 as compared to other income, net of $0.3 million for the three months ended March 28, 2004, primarily due to higher foreign exchange losses.

        Income Tax Provision.    Income tax provision increased $8.7 million to $10.4 million for the three months ended March 31, 2005 from $1.7 million for the three months ended March 28, 2004. The increase was primarily related to taxable earnings in certain of our domestic subsidiaries for the three months ended March 31, 2005 as compared to the three months ended March 28, 2004.

        Minority Interest.    Minority interest increased $0.1 million to $0.5 million for the three months ended March 31, 2005 from $0.4 million for the three months ended March 28, 2004 due to an increase related to our joint venture in Mexico.

        Net (Loss) Income.    Primarily as a result of factors discussed above, net loss was $11.5 million for the three months ended March 31, 2005 compared to net income of $10.5 million for the three months ended March 28, 2004.

2004 Compared to 2003

        Net Sales.    Net sales for the year ended December 31, 2004 increased $374.3 million, or 38.2%, to $1,353.0 million from $978.7 million for the year ended December 31, 2003. The increase in sales was primarily due to the Acquisition, which accounted for $246.1 million, as well as an increase in resin pricing. Units sold increased 33.5%, principally due to additional food and beverage container business where units increased 37.1%. On a geographic basis, sales for the year ended December 31, 2004 in North America increased $326.5 million, or 40.3%, from the year ended December 31, 2003, including

39

net sales for O-I Plastic of $227.5 million, and included higher units sold of 41.4%. North American sales in the food and beverage product category, the household product category, the automotive lubricants product category and the personal care/specialty product category contributed $169.0 million, $73.5 million, $16.9 million and $67.1 million, respectively, to the increase. Units sold in North America increased 49.3% in the food and beverage product category, increased 16.8% in the household product category and decreased 2.8% in the automotive lubricants product category. Sales for the year ended December 31, 2004 in Europe increased $29.5 million, or 20.5%, compared to sales for the year ended December 31, 2003. The increase was primarily due to the Acquisition, which accounted for $16.0 million, and favorable exchange rate changes of approximately $14.7 million. Units sold in Europe increased 17.8% compared to the same period last year. Sales in South America for the year ended December 31, 2004 increased $18.3 million, or 72.6%, from the year ended December 31, 2003, primarily due to a 95.7% increase in units sold and favorable exchange rate changes of approximately $1.3 million.

        Gross Profit.    Gross profit for the year ended December 31, 2004 increased $9.5 million to $192.5 million from $183.0 million for the year ended December 31, 2003. Gross profit for the year ended December 31, 2004 decreased $0.4 million in North America, and increased $7.1 million and $2.8 million in Europe and South America, respectively, when compared to the year ended December 31, 2003. The net increase in gross profit resulted primarily from an increase in unit volume, as a result of both the Acquisition and our organic growth, of $24.6 million and a favorable impact from changes in foreign currency exchange rates of $2.8 million, offset by a net increase of expenses related to the Acquisition and restructuring expenses of $11.0 million ($14.1 million for North America, $(3.4) million for Europe and $0.3 million for South America) and a net increase in project costs of $6.9 million ($6.5 million for North America, $0.7 million for Europe and $(0.3) million for South America).

        Selling, General & Administrative Expenses.    Selling, general and administrative expenses for the year ended December 31, 2004 increased $20.5 million to $87.4 million from $66.9 million for the year ended December 31, 2003. The increase was primarily due to the Acquisition. Non-recurring charges were $10.1 million and $4.3 million for the years ended December 31, 2004 and 2003, respectively, comprised of expenses relating to the Acquisition, global reorganization costs and other costs. Selling, general and administrative expenses as a percent of sales decreased to 6.5% of sales for the year ended December 31, 2004 from 6.8% of sales for the year ended December 31, 2003.

        Impairment Charges.    During 2004, we evaluated the recoverability of our long-lived assets in the following locations (with the operating segment under which it reports in parentheses) due to a significant change in the ability to utilize certain assets:

•

France (Europe);



•

Spain (Europe); and



•

the United States (North America).

        During 2003, we evaluated the recoverability of our long-lived assets in the following locations (with the operating segment under which it reports in parentheses) due to indicators of impairment as follows:

•

Germany (Europe)—our commitment to a plan to sell this location; and



•

the United States (North America)—a significant change in the ability to utilize certain assets.

        For assets to be held and used, we determined that the undiscounted cash flows were below the carrying value of certain long-lived assets in these locations. Accordingly, we adjusted the carrying values of these long-lived assets in these locations to their estimated fair values, resulting in impairment charges of $7.0 million and $1.9 million for the years ended December 31, 2004 and 2003, respectively.

40

        For assets to be disposed of, we adjusted the carrying values of these long-lived assets in these locations to the lower of their carrying values or their estimated fair values less costs to sell, resulting in impairment charges of $0.6 million for the year ended December 31, 2003. These assets have no remaining carrying amount at December 31, 2004. Discrete financial information is not available for these assets that are held for disposal.

        Interest Expense, Net.    Interest expense, net increased $43.9 million to $140.5 million for the year ended December 31, 2004 from $96.6 million for the year ended December 31, 2003. The increase was primarily related to the Transactions (as defined herein), including the write-off of debt issuance fees from our prior senior credit agreement ($20.9 million in 2004 compared to $6.6 million in 2003), tender and call premia of $15.2 million associated with the redemption of our prior senior subordinated notes and senior discount notes, and significantly higher debt levels in the fourth quarter of 2004 following the Transactions.

        Other (Income) Expense, Net.    Other income increased $0.8 million to $1.1 million for the year ended December 31, 2004 from $0.3 million for the year ended December 31, 2003. The higher income was primarily due to higher foreign exchange gains in the year ended December 31, 2004 as compared to the year ended December 31, 2003.

        Income Tax (Benefit) Provision.    Income tax benefit was $2.1 million for the year ended December 31, 2004 as compared to income tax provision of $6.8 million for the year ended December 31, 2003. The change of $8.9 million was primarily related to net operating losses in certain of our U.S. subsidiaries acquired as part of the Acquisition for the year ended December 31, 2004.

        Minority Interest.    Minority interest increased $0.6 million to $1.4 million for the year ended December 31, 2004 from $0.8 million for the year ended December 31, 2003, due to an increase related to our joint venture in Mexico, partially offset by the elimination of minority interest in all of 2004 for our joint venture in Poland due to our commitment to purchase the remaining interest in the joint venture in Poland on December 29, 2003. The purchase of the remaining interest in the joint venture in Poland occurred on April 15, 2004.

        Net (Loss) Income.    Primarily as a result of factors discussed above, net loss was $40.6 million for the year ended December 31, 2004 compared to net income of $9.7 million for the year ended December 31, 2003.

2003 Compared to 2002

        Net Sales.    Net sales for the year ended December 31, 2003 increased $72.0 million, or 7.9%, to $978.7 million from $906.7 million for the year ended December 31, 2002. The increase in sales was primarily due to an increase in resin pricing combined with a 9.6% increase in units sold, principally due to additional food and beverage containers where units increased by 21.1%. These increases were partially offset by our restructuring process in Europe which included the sale or closing of seven non-strategic locations, all of which were sold or closed as of December 31, 2003. Excluding business impacted by the European restructuring, sales for the year ended December 31, 2003 would have increased approximately 11% compared to the sales for the year ended December 31, 2002 and unit volume would have increased approximately 13%. On a geographic basis, sales for the year ended December 31, 2003 in North America increased $64.6 million, or 8.7%, from the year ended December 31, 2002 and included higher units sold of 7.1%. North American sales in the food and beverage product category, the household product category and the automotive lubricants product category contributed $38.0 million, $16.0 million and $10.6 million, respectively, to the increase. Units sold in North America increased by 19.3% in the food and beverage product category, decreased by 16.6% in the household product category, primarily due to voluntary reductions of low margin business, and decreased by 2.3% in the automotive lubricants product category. Sales for the year ended December 31, 2003 in Europe increased $5.4 million, or 3.9%, compared to sales for the year ended

41

December 31, 2002. The increase was primarily due to exchange rate changes of approximately $21.5 million, partially offset by the European restructuring. Excluding business impacted by the European restructuring, sales in Europe for the year ended December 31, 2003 would have increased approximately $30.2 million, or approximately 27%, compared to the year ended December 31, 2002. Units sold in Europe increased 14.2% and, excluding business impacted by the European restructuring, would have increased approximately 23% compared to the same period last year. Sales in South America for the year ended December 31, 2003 increased $2.0 million, or 8.6%, from the year ended December 31, 2002, in part due to an increase in units sold of 9.7% offset by exchange rate changes of approximately $1.3 million.

        Gross Profit.    Gross profit for the year ended December 31, 2003 increased $18.9 million to $183.0 million from $164.1 million for the year ended December 31, 2002. Gross profit for the year ended December 31, 2003 increased $0.9 million in North America, increased $19.1 million in Europe and decreased $1.1 million in South America when compared to the year ended December 31, 2002. The increase in gross profit resulted primarily from an increase in unit volume and strong operating performance related to ongoing business in Europe of $5.9 million, a net reduction of restructuring and customer consolidation expenses in North America and Europe of $14.9 million, a net reduction in project costs of $1.3 million and net exchange rate gains of $3.7 million, offset by a decrease in gross profit related to ongoing business in North America of $6.8 million. The decrease in gross profit in North America was due to volume growth and operational improvements more than offset by competitive pricing and increases in wages, benefits and other inflationary costs.

        Selling, General & Administrative Expenses.    Selling, general and administrative expenses for the year ended December 31, 2003 increased $3.1 million to $66.9 million from $63.8 million for the year ended December 31, 2002. The increase was primarily due to increases in North America and Europe. The increase in North America was primarily due to an increase in the allowance for doubtful accounts of $2.0 million related to potential losses for one of our larger customers, Hi-Country, against which we have filed an involuntary Chapter 7 bankruptcy petition, expansion into Mexico and an increase in product development expenses, partially offset by a decrease in compensation-related expenses and non-recurring charges. The increase in Europe was primarily due to an increase in expenses due to exchange rates, partially offset by reductions in non-recurring charges and costs related to locations in Europe that were sold during 2002 and 2003. Our total non-recurring charges were $4.3 million and $5.6 million for the years ended December 31, 2003 and 2002, respectively, comprised primarily of global reorganization costs ($3.5 million) and other costs ($0.8 million) for the year ended December 31, 2003 and costs related to the postponed equity offering and concurrent transactions ($3.0 million) and global reorganization costs ($2.6 million) for the year ended December 31, 2002. Selling, general and administrative expenses as a percent of sales decreased to 6.8% of sales for the year ended December 31, 2003 from 7.0% of sales for the year ended December 31, 2002. Excluding non-recurring charges, selling, general and administrative expenses as a percent of sales remained constant at 6.4% for both years ended December 31, 2003 and 2002.

        Impairment Charges.    During 2003, we evaluated the recoverability of our long-lived assets in the following locations (with the operating segment under which it reports in parentheses) due to indicators of impairment as follows:

•

Germany (Europe)—our commitment to a plan to sell this location; and



•

United States (North America)—a significant change in the ability to utilize certain assets.

        During 2002, we evaluated the recoverability of our long-lived assets in the following locations (with the operating segment under which it reports in parentheses) due to indicators of impairment as follows:

•

Germany (Europe)—our commitment to a plan to sell this location; and



•

Certain plant in Louisiana (North America)—our commitment to a plan to close this location.

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        For assets to be held and used, we determined that the undiscounted cash flows were below the carrying value of certain long-lived assets in these locations. Accordingly, we adjusted the carrying values of these long-lived assets in these locations to their estimated fair values, resulting in impairment charges of $1.9 million for the year ended December 31, 2003.

        For assets to be disposed of, we adjusted the carrying values of these long-lived assets in these locations to the lower of their carrying values or their estimated fair values less costs to sell, resulting in impairment charges of $0.6 million and $5.1 million for the years ended December 31, 2003 and 2002, respectively. These assets have no remaining carrying amount at December 31, 2003. Discrete financial information is not available for these assets that are held for disposal.

        Interest Expense, Net.    Interest expense, net increased $14.8 million to $96.6 million for the year ended December 31, 2003 from $81.8 million for the year ended December 31, 2002. The increase was primarily related to the refinancing of a prior senior credit agreement in 2003, which resulted in the write-off of debt issuance fees of $6.6 million in 2003 and higher LIBOR margins under our February 14, 2003 senior credit agreement, partially offset by a decline in interest rates.

        Other (Income) Expense, Net.    Other income was $0.3 million for the year ended December 31, 2003 as compared to other expense of $0.1 million for the year ended December 31, 2002. The higher income was primarily due to higher foreign exchange gains in the year ended December 31, 2003 as compared to the year ended December 31, 2002.

        Income Tax Provision.    Income tax provision increased $2.8 million to $6.8 million for the year ended December 31, 2003 from $4.0 million for the year ended December 31, 2002. The increase was primarily related to increased taxable earnings in certain of our European and Mexican subsidiaries for the year ended December 31, 2003 as compared to the year ended December 31, 2002.

        Minority Interest.    Minority interest decreased $0.9 million to $0.8 million for the year ended December 31, 2003 from $1.7 million for the year ended December 31, 2002, primarily related to our joint venture in Mexico.

        Net Income (Loss).    Primarily as a result of factors discussed above, net income was $9.7 million for the year ended December 31, 2003 compared to net income of $7.6 million for the year ended December 31, 2002.

Effect of Changes in Exchange Rates

        In general, our results of operations are affected by changes in foreign exchange rates. Subject to market conditions, we price our products in our foreign operations in local currencies. 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. Exchange rate fluctuations increased comprehensive income by $23.4 million, $24.5 million and $12.5 million for the years ended December 31, 2004, 2003 and 2002, respectively, and decreased comprehensive income by $9.6 million and $4.9 million for the three months ended March 31, 2005 and March 28, 2004, respectively.

Liquidity and Capital Resources

        In 2004, 2003 and 2002, we generated $285.5 million of cash from operations, $1,394.3 million from increased indebtedness and $2.7 million from net minority shareholder contributions. This $1,682.5 million was primarily used to fund $336.2 million of net capital expenditures, $1,234.7 million of investments, $4.2 million of net expenditures for the sales of businesses and $99.1 million of debt issuance fee payments. In the three months ended March 31, 2005, we funded, through our various

43

borrowing arrangements and operating activities, $95.4 million of investing activities, consisting of $62.4 million of net capital expenditures, $32.6 million for the purchase of certain Tetra-Pak operations and $0.4 million related to the Acquisition.

        The senior credit facilities currently consist of a senior secured term loan with an initial term loan commitment totaling $1,450.0 million, a second-lien term loan totaling $350.0 million and a revolving credit facility totaling $250.0 million. Our obligations under the senior credit facilities are guaranteed by Holdings and certain other subsidiaries of Holdings. The senior secured term loan is payable in quarterly installments and requires payments of $14.5 million in each of 2005, 2006, 2007, 2008, 2009 and 2010 and $1,363.0 million in 2011. The second-lien term loan is payable in 2012. We expect to fund scheduled debt repayments from cash from operations and unused lines of credit. The revolving credit facility expires on October 7, 2010.

        The Acquisition and refinancing of substantially all of our prior debt included the issuance of the notes. The senior notes mature on October 7, 2012, with interest payable semi-annually at 8.50%. The senior subordinated notes mature on October 7, 2014, with interest payable semi-annually at 9.875%.

        At March 31, 2005, the Company's total indebtedness was $2,514.5 million.

        Unused lines of credit at December 31, 2004 and 2003 were $225.0 million and $136.3 million, respectively. Substantially all unused lines of credit have no major restrictions and are provided under notes between us and the lending institution.

        The senior credit facilities and notes 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 transactions with affiliates and otherwise restrict our activities. In addition, under the senior credit facilities, we are required to satisfy specified financial ratios and tests beginning with the first quarter of 2005. Covenant compliance EBITDA is used to determine our compliance with many of these covenants.

        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. Covenant compliance EBITDA is calculated in the senior credit facilities and Indentures by adding minority interest, extraordinary items, interest expense, interest income, income taxes, depreciation and amortization expense, impairment charges, the ongoing $5.0 million per year fees paid to the Blackstone and a limited partner of Holdings under the Monitoring Agreement (as defined herein) and the Holdings' Partnership Agreement, non-cash equity in earnings of joint ventures, other non-cash charges, the 1998 recapitalization expenses, special charges and unusual items and certain other charges to net income (loss).

        For the three months ended March 31, 2005, covenant compliance EBITDA was $118.9 million, including certain required adjustments in accordance with our senior credit facilities of $11.0 million. All of the components of covenant compliance EBITDA for this period, to the extent applicable, are derived from information presented in our financial statements included elsewhere in this prospectus, other than the aforementioned $11.0 million of required adjustments and other non-cash charges and certain other charges (which includes expenses related to the Acquisition, global reorganization costs, project costs and other costs) of $10.0 million.

        The breach of covenants in the senior credit facilities that are tied to ratios based on covenant compliance EBITDA could result in a default under those agreements and the lenders could elect to declare all amounts borrowed due and payable. Any such acceleration would also result in a default under the notes. Additionally, under the debt agreements, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based

44

on covenant compliance EBITDA. The senior secured term loan requires that we maintain a covenant compliance EBITDA to cash interest ratio starting at a minimum of 1.90x and a net debt to covenant compliance EBITDA ratio starting at a maximum of 6.75x, in each case for the most recent four quarter period. The second-lien term loan requires that we maintain a covenant compliance EBITDA to cash interest ratio starting at a minimum of 1.65x and a net debt to covenant compliance EBITDA ratio starting at a maximum of 7.35x, in each case for the most recent four quarter period. The minimum cash interest ratio under our prior senior credit agreements was 2.25x in 2003 and 2.0x in 2002; the maximum net debt to covenant compliance EBITDA ratio was 5.50x in 2003 and 4.9x in 2002. For the four quarters ended March 31, 2005, Graham Packaging Company, L.P.'s covenant compliance EBITDA was $457.8 million, which includes $146.1 million of certain required adjustments in accordance with our senior credit facilities. The covenant compliance EBITDA to cash interest ratio and net debt to covenant compliance EBITDA ratio were 2.93x and 5.46x, respectively. Our ability to incur additional debt and make certain restricted payments under our notes is tied to a covenant compliance EBITDA to interest expense ratio of 2.0 to 1, except that we may incur certain debt and make certain restricted payments without regard to the ratio, such as up to $2.2 billion under the senior credit facilities and investments equal to 7.5% of our total assets.

        Substantially all of our domestic tangible and intangible assets are pledged as collateral pursuant to the terms of the senior credit facilities.

        Under the senior credit facilities, we are subject to restrictions on the payment of dividends or other distributions to Holdings; provided that, subject to certain limitations, we may pay dividends or other distributions to Holdings:

•

in respect of overhead, tax liabilities, legal, accounting and other professional fees and expenses; and



•

to fund purchases and redemptions of equity interests of Holdings or BMP/Graham Holding Corp. held by then present or former officers or employees of Holdings, the 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.

        As market conditions warrant, we and our major equityholders, including Blackstone, may from time to time repurchase our debt securities, in privately negotiated or open market transactions, by tender offer or otherwise.

        Capital expenditures, net of proceeds on sales of fixed assets and excluding acquisitions, for the three months ended March 31, 2005 were $62.4 million. We believe that capital investment to maintain and upgrade property, plant and equipment is important to remain competitive. We estimate that on average the annual capital expenditures required to maintain our current facilities are approximately $60 million per year. Additional capital expenditures beyond this amount will be required to expand capacity or improve the cost structure.

        For the fiscal year 2005, we expect to incur approximately $280.0 million of capital investments, excluding the purchase of the remaining 49% interest in Graham Innopack de Mexico S. de R.L. de C.V., the acquisition of certain Tetra-Pak operations and the return of any purchase price related to the Acquisition. However, total capital investments for 2005 will depend on the size and timing of growth related opportunities. 2005 capital investments include restructuring expenditures which are excluded from the capital expenditure covenant in the senior credit facilities. Our principal sources of cash to fund ongoing operations and capital requirements have been and are expected to continue to be net cash provided by operating activities and borrowings under the senior credit facilities. We believe that these sources will be sufficient to fund our ongoing operations and our foreseeable capital requirements. In connection with plant expansion and improvement programs, we had commitments for

45

capital investments of $84.6 million at December 31, 2004, including the $12.0 million per year obligation to Graham Engineering for products and services through December 31, 2007. See "—Transactions with Affiliates."

Contractual Obligations and Commitments

        The following table sets forth our significant contractual obligations and commitments as of December 31, 2004:

	Payments Due by Period
Contractual Obligations	Total		2005		2006 and 2007		2008 and 2009		2010 and beyond
	(In millions)
Long-term debt	$	2,454.0	$	23.3	$	29.9	$	29.3	$	2,371.5
Capital lease obligations		11.2		2.4		8.2		0.3		0.3
Interest payments		1,206.6		158.3		327.8		307.4		413.1
Operating leases		128.5		26.0		38.7		28.0		35.8
Capital expenditures		84.6		60.6		24.0		—		—
Total contractual cash obligations	$	3,884.9	$	270.6	$	428.6	$	365.0	$	2,820.7

        Interest payments are calculated based upon our 2004 year-end actual interest rates, including the effects of interest rate swaps.

        In addition to the amounts included above, in 2005 we expect to make cash contributions to our pension plans of approximately $4.5 million. Cash contributions in subsequent years will depend on a number of factors including the performance of plan assets.

Off-Balance Sheet Arrangements

        As of March 31, 2005, we had no off-balance sheet arrangements.

Transactions with Affiliates

        Our transactions with Graham Engineering are related to equipment supplied to us. We are a party to an Equipment Sales, Services and License Agreement with Graham Engineering, under which Graham Engineering will provide us with certain sizes of the Graham Wheel, which is an extrusion blow molding machine. We paid Graham Engineering approximately $13.6 million, $9.3 million and $20.2 million for such equipment for the years ended December 31, 2004, 2003 and 2002, respectively.

        On July 9, 2002, we and Graham Engineering executed a First Amendment to the Equipment Sales, Services and License Agreement to, among other things, (i) limit our existing rights in exchange for a perpetual license in the event Graham Engineering proposes to sell its rotary extrusion blow molding equipment business or assets to certain of our significant competitors; (ii) clarify that our exclusivity rights under the Equipment Sales, Services and License Agreement do not apply to certain new generations of Graham Engineering equipment; (iii) provide Graham Engineering certain recourse in the event we decide to buy certain high output extrusion blow molding equipment from any supplier other than Graham Engineering; and (iv) obligate us, retroactive to January 1, 2002 and subject to certain credits and carry-forwards, to make payments for products and services to Graham Engineering in the amount of at least $12.0 million per calendar year, or else pay to Graham Engineering a shortfall payment. We do not expect to be required to make a shortfall payment relative to our purchases for 2005.

        Subsequently, on January 13, 2004 the parties executed a Second Amendment to the Equipment Sales, Services and License Agreement. Such amendment removed restrictions originally placed upon

46

us with respect to our use of Graham Engineering technology to manufacture containers at blow molding plants co-located with dairies or dairy-focused facilities.

        Innopack, S.A., minority shareholder of Graham Innopack de Mexico S. de R.L. de C.V., has supplied goods and services to us, for which we paid approximately $1.7 million, $2.6 million and $5.4 million for the years ended December 31, 2004, 2003 and 2002, respectively.

        Entities controlled by or affiliated with Donald C. Graham (the "Graham Family Entities") have supplied management services to us since 1998. We paid the Graham Family Entities approximately $1.3 million, $1.0 million and $1.1 million for its services for the years ended December 31, 2004, 2003 and 2002, respectively, including the annual fee paid pursuant to the partnership agreement of Holdings and the Monitoring Agreement.

        Blackstone has supplied management services to us since 1998. We paid Blackstone approximately $1.6 million, $1.0 million and $1.1 million for its services for the years ended December 31, 2004, 2003 and 2002, respectively, including the annual fee paid pursuant to the Monitoring Agreement. Additionally, in connection with the Acquisition, Blackstone received a fee of approximately $24.3 million for the year ended December 31, 2004.

Critical Accounting Policies and Estimates

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 in accordance with Statement of Financial Accounting Standards ("SFAS") 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." We use 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. 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 the probability-weighted expected future cash flows discounted at a risk-free rate. We believe 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.

Derivatives

        We account for derivatives under SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS 138. These standards establish 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. 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 ("OCI") and will be recognized in the income statement when the hedged item affects earnings.

        During 2003, we entered into four interest rate swap agreements, under which we receive variable interest based on the Eurodollar Rate (the applicable interest rate offered to banks in the London interbank eurocurrency market) and pay fixed interest at a weighted average rate of 2.60%, on $400.0 million of term loans. During 2004, we entered into four additional forward starting interest rate swap agreements, under which we receive variable interest based on the Eurodollar rate and pay fixed interest at a weighted average rate of 3.89%, on $700.0 million of term loans. Also in 2004, we entered into an interest rate cap agreement, under which we would receive interest on $200.0 million notional

47

amount of variable rate debt based on the Eurodollar Rate to the extent the rate exceeds 4.50% prior to January of 2006. In the second quarter of 2005, we entered into two additional forward starting interest rate swap agreements, under which we receive variable interest based on the Eurodollar Rate and pay fixed interest at a weighted average rate of 4.27%, on $150.0 million of term loans. The interest rate swaps are accounted for as cash flow hedges. The hedges are highly effective as defined in SFAS 133. The effective portion of the cash flow hedges is recorded in OCI and was an unrealized gain of $9.7 million for the three months ended March 31, 2005. Approximately 38% of the amount recorded within OCI is expected to be recognized in interest expense in the next twelve months. Failure to properly document our interest rate swaps as effective hedges would result in income statement recognition of all or part of the cumulative $13.1 million unrealized gain recorded in accumulated OCI as of March 31, 2005.

        We entered into interest rate swap agreements to hedge the exposure to increasing rates with respect to a prior senior credit agreement. These interest rate swaps were accounted for as cash flow hedges. In connection with the closing of a subsequent senior credit agreement in 2003, these swaps no longer qualified for hedge accounting. As such, we recorded a non-cash charge of approximately $4.8 million within interest expense as a result of the reclassification into expense of the remaining unrealized loss on these interest rate swap agreements. These interest rate swap agreements expired at various points through September 2003. The effective portion of the change in fair value of these swaps from January 1, 2003 to February 14, 2003 was recorded in OCI and was an unrealized gain of $1.5 million. The change in fair value of these swaps after February 14, 2003 was recognized in earnings and resulted in a reduction of interest expense of $4.8 million for the year ended December 31, 2003, offsetting the $4.8 million non-cash charge recorded on February 14, 2003.

        SFAS 133 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 our adherence to this accounting policy. Failure to properly document our interest rate swaps as cash flow hedges would result in income statement recognition of all or part of any future unrealized gain or loss recorded in OCI. The potential income statement impact resulting from a failure to adhere to this policy makes this policy critical to the financial statements.

        We also enter into forward exchange contracts, when considered appropriate, to hedge the exchange rate exposure on transactions that are denominated in a foreign currency. These forward contracts are accounted for as fair value hedges. During the year ended December 31, 2003, there was no net gain or loss recognized in earnings as a result of fair value hedges. At December 31, 2004 we had foreign currency forward exchange contracts to purchase (euro)1.6 million with a fair value of $2.1 million.

Benefit Plan Accruals

        We have several defined benefit plans, under which participants earn a retirement benefit based upon a formula set forth in the plan. We record expense related to these plans using actuarially determined amounts that are calculated under the provisions of SFAS 87, "Employer's Accounting for Pensions." Key assumptions used in the actuarial valuations include the discount rate and the anticipated rate of return on plan assets. 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. See note 14 to Holdings' Consolidated Financial Statements for the year ended December 31, 2004.

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Income Taxes

        We account for income taxes in accordance with SFAS 109, "Accounting for 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. SFAS 109 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.

Fair Value of Acquisition-Related Assets and Liabilities

        We allocate the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. In determining fair value, we are required to make estimates and assumptions that affect the recorded amounts. To assist in this process, third party valuation specialists are engaged to value certain of these assets and liabilities.

        Estimates used in valuing acquired assets and liabilities include but are not limited to: expected future cash flows, market rate assumptions for contractual obligations, actuarial assumptions for benefit plans, settlement plans for litigation and contingencies, and appropriate discount rates. Our estimates of fair value are based upon assumptions believed to be reasonable, but that are inherently uncertain. In addition, estimated liabilities to exit activities of the acquired operations, including the exiting of contractual obligations and the termination of employees, are subject to change as we complete the implementation of the plan.

        The purchase agreement related to O-I Plastic contains a stated purchase price of $1,200.0 million, which was paid on October 7, 2004, subject to adjustments based on the level of working capital acquired, indebtedness assumed, and certain other measures. We and the sellers resolved certain of those adjustments to the purchase price in April 2005 and are in the process of resolving the remaining adjustments to the purchase price; the remaining adjustments could be material. In addition, the purchase agreement provides information on certain net operating loss carryforwards for U.S. federal income tax purposes ("NOL's") that are allocated from the sellers to us. The ultimate amount of such NOL's will not be known until the sellers complete their federal income tax returns for 2004; however the purchase agreement provides that the NOL's will at least equal $100 million. A deferred tax asset of $39.2 million related to NOL's of $100 million has been included in the purchase price allocation as of December 31, 2004.

        The finalization of the O-I Plastic purchase price and the NOL's acquired, as well as the finalization of appraisals, could have a material impact on the purchase price allocation.

        For disclosure of all of our significant accounting policies see note 1 to Holdings' Consolidated Financial Statements for the year ended December 31, 2004.

Subsequent Events

        In March 2005, we executed a Purchase and Sale of Equity Interest and Joint Venture Termination Agreement under which we will terminate the joint venture agreement with Industrias Innopack, S.A. de C.V. and acquire all of the equity interests held by Industrias Innopack, S.A. de C.V. in Graham Innopack de Mexico, S. de R.L. de C.V. and the operating companies thereunder. Closing of this transaction occurred on May 9, 2005, resulting in a payment by us of $13.9 million.

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BUSINESS

General

        We are a worldwide leader in the design, manufacture and sale of technology-based, value-added custom blow molded plastic containers for branded consumer products. We supply our plastic containers to food and beverage, household, personal care/specialty and automotive lubricants product categories through 90 manufacturing facilities throughout North America, Europe and South America. Our primary strategy is to operate in product categories where we will benefit from the continuing conversion trend toward value-added plastic packaging in place of more commodity glass, metal and paperboard packaging. We utilize our innovative design, engineering and technological capabilities to deliver customized, value-added products to our customers in these product categories in order to distinguish their branded products and increase their sales. With leading positions in each of our core product categories, we believe we are poised to continue to benefit from the current conversion trend towards value-added plastic packaging, offering us the opportunity to realize attractive returns on investment.

        On October 7, 2004, Graham acquired O-I Plastic for approximately $1.2 billion (the "Acquisition"). We believe that the Acquisition is significantly enhancing our position as the premier supplier of technology-based, value-added custom plastic packaging. We believe that the Acquisition has enabled us to:

•

enhance our leading positions in value-added plastic packaging, by adding breadth and diversity to our portfolio of blue-chip customers;



•

optimize the complementary technology portfolios and product development capabilities of Graham Packaging Company and O-I Plastic to pursue attractive conversion opportunities across all product categories;



•

begin to realize significant cost savings by eliminating overlapping and redundant corporate and administrative functions, targeting productivity improvements at O-I Plastic's facilities, consolidating facilities in geographic proximity to make them more cost-efficient and rationalizing plants and individual production lines with unattractive economics and/or cost structures. It should be noted that there are significant one-time costs associated with these cost savings; and



•

apply our proven business model, management expertise and best practices to deliver innovative designs and enhanced service levels to our combined customer base.

        We operate 90 facilities with over 8,700 employees.

        For the year ended December 31, 2004, our net sales were $1,353.0 million and our net loss was $40.6 million. As of March 31, 2005, our total debt was $2,514.5 million.

Our Product Categories

        The food and beverage, household, personal care/specialty and automotive lubricants product categories represented approximately 57%, 20%, 5% and 18%, respectively, of our net sales for the year ended December 31, 2004.

        Food and Beverage.    We produce containers for shelf-stable, refrigerated and frozen juices, non-carbonated juice drinks, teas, sports drinks/isotonics, beer, liquor, yogurt drinks, nutritional drinks, toppings, sauces, jellies and jams. Our food and beverage customers include, among others, Anheuser-Busch, Arizona, Cadbury, Campbell Soup, Danone, Frito-Lay, Heinz, Hershey, Minute Maid, Nestlé, Ocean Spray, PepsiCo, Quaker Oats, Tree Top, Tropicana, Unilever and Welch's. We believe that we have the leading domestic position in plastic containers for hot-fill juice and juice drinks, sports drinks, drinkable yogurt and smoothies, nutritional supplements, wide-mouth food, dressings, condiments and

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beer, and the leading global position in plastic containers for yogurt drinks. Graham's food and beverage sales have grown at a compound annual growth rate of 22% from fiscal 1998 through fiscal 2004. We believe we are strategically positioned to benefit from the estimated 60% of the domestic hot-fill food and beverage market that has yet to convert to plastic and also to take advantage of evolving domestic and international conversion opportunities like snack foods, beer, baby food and adult nutritional beverages.

        Household.    We are a leading supplier of plastic containers for products such as liquid fabric care, dish care and hard-surface cleaners. We believe that we have the leading domestic position in plastic containers for fabric care products. We pioneered the use of plastic containers for household products, starting in 1959 with the introduction by O-I Plastic of a plastic bleach bottle for Clorox. Moreover, Graham has demonstrated its ability to design innovative containers that meet customer needs, such as the Downy Simple Pleasures bottle recently introduced by Procter & Gamble, among others. Combining O-I Plastic's long tradition of pioneering innovative technology with Graham's design capabilities, we can provide our customers with significant brand building advantages. Our household customers include, among others, Church & Dwight, Clorox, Colgate Palmolive, Dial, Henkel, Procter & Gamble, Reckitt Benckiser and Unilever.

        Personal Care/Specialty.    We are a leading 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. We believe that we have the leading domestic position in plastic containers for hair care and skin care products. Our personal care/specialty customers include, among others, Aveeno, Bath & Body Works, Dial, Henkel, Jergens, Johnson & Johnson, L'Oreal, Mary Kay, Playtex, Procter & Gamble, Revlon, Unilever and Victoria's Secret.

        Automotive Lubricants.    We believe that we are the leading supplier of one quart/one liter plastic motor oil containers in the United States, Canada and Brazil, supplying most of the motor oil producers in these countries, including approximately 86% of the one quart/one liter plastic motor oil containers in the U.S., based on 2004 unit sales. Our automotive lubricants customers include, among others, Castrol, ChevronTexaco, ExxonMobil, Petrobras, Petro Canada, Shell Oil Company and Valvoline. We have been producing automotive lubricants containers since the conversion to plastic began over 20 years ago and since then have partnered with our customers to improve product quality and jointly reduce costs through design improvement, reduced container weight and manufacturing efficiencies.

Our Strengths

        Strategic Focus on the Rapidly Growing Custom Plastic Container Industry.    Consumer preferences for plastic packaging, customer needs for performance features and product differentiation, technological advancements and improved economics have all helped accelerate the conversion to plastic containers from other materials. For example, according to industry sources, plastic packaging volume grew 51% over the 1992 to 2002 period versus a 3% decline for other combined materials. We believe our leading technology, product innovation, efficient manufacturing operations and strong customer relationships will enable us to better capitalize on the continuing global trend of conversions to plastic containers.

        Leadership Position in Value-Added Plastic Packaging.    We enjoy leading positions for value-added plastic packaging in all product categories in which we compete—food and beverage, household, personal care/specialty and automotive lubricants. Within these product categories, we believe we are the leading supplier for hot-fill juice and juice drinks, sports drinks, nutritional supplements, wide-mouth food, beer, hair and skin care, laundry products and motor oil and automotive lubricants. We estimate that 90% of our net sales are derived from product categories where we are the leading

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supplier. Our leadership positions have enabled us to utilize high-speed production systems and achieve significant economies of scale, thereby making us a low-cost manufacturer. These leadership positions also help us anticipate and drive conversion opportunities with our customers across product categories.

        Superior Product Design, Technology and Development Capabilities.    We have demonstrated significant success in designing innovative plastic containers. Through the Acquisition, we have broadened Graham's technological capabilities to include the full spectrum of technologies utilized in plastic container manufacturing. The combination of Graham's design capabilities with O-I Plastic's ability to develop innovative technology, such as its multi-layer barrier process used to package various food products, has enhanced our ability to develop value-added products for our customers. We believe that our innovative plastic containers increase the demand for our customers' consumer products, especially food and beverage products, and help us drive further conversions to plastic packaging and maintain our position as the manufacturer of choice. We have received multiple design awards for containers we developed for, among other things, Welch's, Tropicana, Hershey, Unilever, Nestlé, Snapple and Coca-Cola.

        Successful Business Model Utilizing On-Site Facilities.    Nearly one-third of our manufacturing facilities are located on-site with our customers or vendors. On-site facilities enable us to foster long-term customer relationships, facilitate just-in-time inventory management and generate significant cost savings opportunities through process re-engineering, thereby eliminating costly shipping charges and reducing working capital needs.

        Diversified Blue-Chip Customer Base.    We have an extensive blue-chip customer base that includes many of the world's largest branded consumer products companies. We serve as sole supplier for a number of our customers' products. We have had long-standing relationships, some in excess of 40 years, with our customers, and we believe that we will continue to be well positioned to serve these customers and further strengthen these relationships by offering them the expanded design, development and manufacturing capabilities of the combined organization.

        Experienced and Incentivized Management Team.    Our management team is highly experienced in the packaging industry and has a strong track record of growing our company, implementing new packaging technology, entering new markets and maintaining and expanding our blue-chip customer base. Our senior management team has been together for the past 18 years. During this 18 year period, our revenues have increased from approximately $76 million for the fiscal year ended December 31, 1987 to $1,353 million for the fiscal year ended December 31, 2004. As of December 31, 2004, our management owned a 2.3% equity investment in Holdings on a fully diluted basis and had options representing an additional 8.3% equity interest in Holdings.

Our Strategy

        Continue Integration Plan to Realize Significant Cost Savings.    We have already begun to and we expect to continue to realize significant cost savings and other benefits resulting from the combination of Graham's organization with O-I Plastic's business and infrastructure. In connection with the Acquisition, we developed a detailed integration plan with input from outside advisors and our experienced management team and operating personnel. We expect the integration plan to be fully implemented within 24 months after closing of the Acquisition and to realize approximately $100 million of annual cost savings, with approximately $50 million of savings achieved in 2005. In order to obtain such savings, we expect to make approximately $160 million in net cash expenditures (net of asset sale proceeds).

        Our integration plan is focusing on:

•

reducing our selling, general & administrative costs by eliminating duplicative functions and reducing overhead costs;

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•

consolidating our purchasing of raw materials, packaging supplies, freight and general business services and supplies under the more favorable of our existing contracts, and negotiating more favorable purchasing agreements with our suppliers;



•

optimizing our combined manufacturing network by identifying and consolidating facilities in geographic proximity to make them more cost-efficient or rationalizing plants or individual production lines with unattractive economics and/or cost structures;



•

achieving productivity improvements by applying Graham's proven manufacturing processes, technologies and operational best practices to the acquired facilities; and



•

reducing capital spending by spreading additional production volumes across our existing capacity and reducing working capital requirements of our combined operation.

        Leverage Our Design, Technology and Development Capabilities to Capitalize on Conversions to Plastic Containers.    We will continue to develop innovative designs and materials to meet the specialized performance requirements and evolving needs of our customers. We target product categories that demand value-added packaging and that will benefit from conversion to plastic packaging; and we pursue opportunities with selected major consumer product companies that we expect will lead the conversion to plastic in these categories. For example, we have developed multi-layer barrier technologies to facilitate the conversion of packaging for beer from glass and metal containers to plastic containers, and have partnered with leading brewers Anheuser-Busch and SABMiller to develop and introduce the first commercial applications of this technology.

        Maintain and Expand Position with Key Customers.    We have developed a reputation for delivering superior customer service by entering into collaborative design and development relationships with our customers. We will utilize our expanded technology portfolio and product development capabilities to further develop innovative and distinctive packaging designs for our customers, helping them distinguish their branded products and increase sales of these products. Furthermore, we believe that the presence of our manufacturing infrastructure on-site at our customers' facilities is a critical element in strengthening our customer relationships. We will continue to open new on-site facilities in strategically compelling locations where appropriate for our customers' operations, and will continue to expand globally in step with our key customers primarily through emphasizing on-site locations.

Industry

        The global packaging industry includes rigid, flexible and specialty packaging manufactured from a variety of materials including glass, metal, paperboard and plastic and is estimated at $400 billion as of 2004, with annual growth rates in line with GDP growth, according to Datamonitor. The packaging industry services the food, beverage, consumer, pharmaceutical and industrial product categories, among others. Certain of these product categories, such as food and beverage and pharmaceutical, tend to have higher growth rates related to macroeconomic trends such as the global outgrowth of processed food and the aging population in the United States. In addition to these macroeconomic drivers, growth in certain product categories is driven by conversion trends where one form of packaging begins to replace an incumbent form of packaging.

        The North American segment of the packaging industry generated an estimated $140 billion in annual sales in 2004, according to Datamonitor. Within the packaging industry, rigid containers include containers manufactured from glass, metal, paperboard and plastic for use as packaging for products that conform to the shape of the container, such as beverages, cleansers, detergents and lubricants, as well as packages used for products that require extra protection or shelf-stability, or that need to be dispensed through a valve mechanism. Rigid containers are often used as packaging for consumer products serving a number of product categories, including food and beverage, household, personal care, chemical and automotive lubricants.

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        Over the past two decades, the rigid container segment of the packaging industry has undergone significant conversion, whereby plastic containers have displaced glass, metal and paperboard containers. This conversion trend has been primarily driven by changing customer and consumer preferences, technological innovation and the opportunity to realize manufacturing and shipping cost savings. Examples of these product category conversions include sports drinks and shelf-stable multi-serve juice products, which are almost entirely packaged in plastic at present. In the food packaging product category, new product introductions drive continued innovation by competitors leading to rapid, momentum-driven conversions to plastic containers, away from glass or metal, to keep pace with ever-changing consumer preferences. These conversion trends are expected to continue with certain product categories not currently packaged in plastic, such as ready-to-drink teas, nutritional beverages and baby food.

        Plastic containers represent one of the faster growing segments in rigid packaging. The plastic container segment of the rigid packaging industry can be divided into two product types, commodity plastic containers, such as containers for soft drinks and water, and value-added, custom plastic containers, which include unique design features for specialized performance characteristics and product differentiation. Commodity plastic containers are manufactured using stock designs by both independent producers and in-house packaging operations of major beverage companies. Value-added custom plastic containers are produced through specialized manufacturing processes using resin combinations and structures to create tailor-made solutions for customers seeking performance characteristics, including shelf-stability and product differentiation, including unique shapes and high-function dispensers.

        Plastic containers are manufactured primarily from three plastic resins, PET, HDPE and PP. PET containers, which are generally transparent, are utilized for food and beverage packaging where glasslike clarity is valued and shelf stability is required, such as packaging for foods, juice, juice drinks and teas. HDPE containers, which are nontransparent, are utilized to package products such as motor oil, fabric care, dish care and personal care products and some food products, such as yogurt drinks, chilled juices and frozen juice concentrates. The majority of sales in the industry are made pursuant to long-term customer contracts, which include resin pass-through provisions allowing for substantially all increases and decreases in the cost of resin, the major raw material, to be passed through to customers, thus substantially mitigating the effect of resin price movements on profitability. As in many manufacturing industries, capacity discipline has been and will continue to be a key driver of profitability in the plastic container sector. Due to a combination of high growth expectations and declining machinery costs beginning in the mid-1990s, over 175 companies in North America now participate in the fragmented plastic container sector, according to Plastics News, including a number of sizable, diversified packaging manufacturers, as well as smaller, niche manufacturers serving specialty markets. Additionally, a considerable portion of industry capacity comes from in-house packaging operations of major beverage companies. Consolidation has begun in the sector and is expected to continue among packaging companies, distributors and customers. Producers are expected to continue to broaden product offerings in an effort to retain a strong customer base in the face of customer consolidation.

Products and Raw Materials

        PET, HDPE and PP resins constitute the primary raw materials used to make our products. These materials are available from a number of suppliers and we are not dependent upon any single supplier. We believe that we maintain an adequate inventory to meet demands, but there is no assurance this will be true in the future. Historically, our gross profit has been substantially unaffected by fluctuations in resin prices because industry practice and our customer contracts permit substantially all changes in resin prices to be passed through to customers through corresponding changes in product pricing. However, a sustained increase in resin prices, 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

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slower pace of conversions to plastic containers. We operate one of the largest HDPE bottles-to-bottles recycling plants in the world. The recycling plant is located near our headquarters in York, Pennsylvania.

Superior Product Design and Development Capabilities

        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 innovative plastic containers that require customized features such as complex shapes, reduced weight, handles, grips, view stripes, pouring features and graphic-intensive customized labeling, and often must meet specialized performance and structural requirements such as hot-fill capability, recycled material usage, oxygen barriers, flavor protection and multi-layering. In addition to increasing 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 sets us apart from our competition. Some of our design and conversion successes over the past few years include:

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hot-fill PET 16 oz. containers with Monosorb™ oxygen scavenger for Tropicana Season's Best brand, PepsiCo's Dole brand and Welch's brand juices;



•

hot-fill PET and PP wide-mouth jars for Ragu pasta sauce, Seneca applesauce, Welch's jellies and jams and Signature fruit slices;



•

HDPE frozen juice container for Welch's and Old Orchard in the largely unconverted metal and paper-composite can markets;



•

a true wide-mouth PET juice carafe for Tropicana's Pure Premium;



•

a multi-layer HDPE canister for Frito Lay's Stax product;



•

a multi-layer SurShot™ PET container for ketchup, beer and juices;



•

Downy Simple Pleasures bottle for Procter & Gamble;



•

our Flexa Tube™ for Unilever's South American hair care products; and



•

blow molded polypropylene pots for Danone's spoonable yogurts in Europe.

        Our innovative designs have also been recognized, through various awards, by a number of customers and industry organizations, including our ATP panel-free single serve bottle and 64 oz. rectangular hot-fill bottle (2004 Ameristar Award), Ensure reclosable bottle (2004 Ameristar Award and 2004 Dupont Award), Flexa Tube™ (2003 Dupont Award, 2003 Ameristar Award and 2003 Food & Drug Packaging Award), Coca-Cola Quatro bottle (2002 Mexican Packaging Association) and Sabritas (PepsiCo) Be-Light bottle (2002 Mexican Packaging Association).

        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. Currently, we are co-developing an advanced 144 cavity SurShot™ machine, under our long-term technical arrangement with Husky Injection Molding Systems Ltd., which will offer significant production cost advantages. We will have exclusive rights to use this leading edge machine and expect to commercialize 144 cavity SurShot™ machines in 2005.

        The SurShot™ technology is often used in conjunction with our other proprietary technologies, such as SurBond™ and SurFresh™ barrier materials. SurBond™ is the leading delamination resistant

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barrier material, exhibiting excellent bonding characteristics between PET layers in a multi-layer injection process. SurFresh™ is a "next generation" active barrier material, possessing superior CO2 retention qualities as well as active oxygen barrier capabilities. The combination of these two proprietary technologies provides customers with an attractive and functional package alternative to traditional materials for the small carbonated soft drink, beer and flavored alcoholic beverages market segments.

Customers

        Substantially all of our sales are made to major branded consumer products companies. Our customers demand a high degree of packaging design and engineering to accommodate complex container shapes and performance and material requirements, in addition to quick and reliable delivery. As a result, many customers opt for long-term contracts, some of which have terms up to ten years. 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 some 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, 2004, we had sales to two customers which exceeded 10% of net sales. Our sales were 14.9% and 10.2% of net sales for the year ended December 31, 2004 to PepsiCo and Danone, respectively. For the year ended December 31, 2004, our twenty largest customers, who accounted for over 78% of net sales, were, in alphabetical order:

Customer(1)		Business	Company Customer Since
Ashland(2)		Automotive Lubricants	Early 1970s
BP Lubricants(3)		Automotive Lubricants	Late 1960s
ChevronTexaco		Automotive Lubricants	Early 1970s
Church & Dwight		Household	Late 1980s
Clement-Pappas		Food and Beverage	Mid 1990s
Coca-Cola		Food and Beverage	Late 1990s
Colgate-Palmolive		Household	Mid 1980s
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
Hershey's		Food and Beverage	Mid 1980s
Ocean Spray		Food and Beverage	Early 1990s
Old Orchard		Food and Beverage	Late 1990s
PepsiCo(4)		Food and Beverage	Early 2000s
	Frito-Lay	Food and Beverage	Early 2000s
	Quaker Oats	Food and Beverage	Late 1990s
	Tropicana	Food and Beverage	Mid 1980s
Procter & Gamble		Household and Personal Care/Specialty	Late 1950s
Shell(5)		Automotive Lubricants	Early 1970s
	Pennzoil-Quaker State	Automotive Lubricants	Early 1970s
Tree Top		Food and Beverage	Early 1990s
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 us or entities acquired by us.

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(2)

Ashland is the producer of Valvoline motor oil.

(3)

BP Lubricants is the producer of Castrol motor oil.

(4)

PepsiCo includes Frito-Lay, Quaker Oats and Tropicana.

(5)

Shell includes Pennzoil-Quaker State.

International Operations

        We have significant operations outside the United States in the form of wholly owned subsidiaries and other arrangements. As of the end of the first quarter of 2005, we had 30 manufacturing facilities located in countries outside of the United States, including Argentina (2), Belgium (2), Brazil (5), Canada (2), Ecuador (1), England (1), Finland (1), France (3), Hungary (1), Mexico (5), the Netherlands (1), Poland (2), Spain (1), Turkey (2) and Venezuela (1).

        South America.    We operate five on-site plants and four off-site plants in South America. In Brazil, we have three on-site plants for the production of motor oil containers, including one for Petrobras Distribuidora S.A., the national oil company of Brazil and one on-site plant for the production of dairy containers. We also have an off-site plant in Brazil for the production of motor oil and agricultural and chemical containers. In Argentina, we have one off-site plant for the production of tube containers and containers for pharmaceuticals, household and personal care products and an on-site plant for the production of food and beverage containers. In Ecuador, we have one off-site facility that manufactures containers for edible oils and returnable containers for beverage drinks. In Venezuela, we have one off-site facility that manufactures containers for household and personal care products.

        Mexico.    In Mexico, we have three off-site plants and two on-site plants for the production of plastic containers for all four of our core product categories.

        Europe.    We have on-site plants in each of Belgium, France, Hungary, Poland, Spain and Turkey and seven off-site plants in England, Finland, France, the Netherlands, Poland and Turkey, for the production of plastic containers for all four of our core product categories.

        Canada.    We have one off-site facility and one on-site facility in Canada to service Canadian and northern U.S. customers. Both facilities are near Toronto. These facilities produce containers for all four of our core product categories.

Competition

        We face substantial regional and international competition across our product lines from a number of well-established businesses. Our primary competitors include Alpla Werke Alwin Lehner GmbH, Amcor Limited, Ball Corporation, Consolidated Container Company LLC, Constar International Inc., Pechiney Plastic Packaging, Inc., Plastipak, Inc. and Silgan Holdings Inc. Several of these competitors are larger and have greater financial and other resources than we do. We compete principally on the basis of rapid delivery of products, production quality and price. We believe that we compete effectively through our ability to provide superior levels of service, our speed to market and our ability to develop product innovations and improve our production technology and expertise.

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 Houston, Texas; Levittown, Pennsylvania; Maryland Heights, Missouri; Saddlebrook, New Jersey; Skokie, Illinois; Mississauga, Ontario, Canada; Santa Ana, California; Florence, Kentucky; Paris, France; Buenos Aires, Argentina; Sao Paulo, Brazil; and Sulejowek, Poland. Our products are

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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.

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, with nearly one-third of our 90 manufacturing facilities at the end of the first quarter of 2005 on-site at customer and vendor facilities. Within these 90 plants, we operate over 950 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. Our manufacturing historically 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 permit 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 and have replaced less competitive technologies used initially in the manufacture 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.

        We have employed various types and styles of automation to rationalize labor costs, accomplish 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/

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welding. We believe that there are additional automation opportunities which could further rationalize labor costs and improve plant efficiency.

        We maintain a program of quality control with respect to suppliers, line performance and packaging integrity for our containers. Our production lines are equipped with various automatic inspection machines that electronically inspect containers. Additionally, product samples are inspected and tested by our employees on the production line for proper dimensions and performance and are also inspected and audited after packaging. Containers that do not meet quality standards are crushed and recycled as raw materials. We monitor and update our inspection programs to keep pace with modern technologies and customer demands. Quality control laboratories are maintained at each manufacturing facility to test our products.

        We have highly modernized equipment in 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.

        Capital expenditures, net of proceeds on sales of fixed assets and excluding acquisitions, for 2002, 2003 and 2004 were $92.4 million, $91.8 million and $151.9 million, respectively. We believe that capital expenditures to maintain and upgrade property, plant and equipment is important to remain competitive. We estimate that on average the annual capital expenditures required to maintain our current facilities are approximately $60 million per year.

Employees

        As of March 31, 2005, approximately 3,700 of our approximately 8,700 employees are covered by collective bargaining agreements with various international and local labor unions. 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. Over the next 12 months, collective bargaining agreements covering approximately 450 of our employees will expire. We believe that we enjoy good relations with our employees and there have been no significant work stoppages in the past three years.

Environmental Matters

        Our operations, both in the U.S. 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 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 claim for liability with respect to contamination at any location. Based on existing information, we believe that it is not reasonably likely that losses

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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 2004 and are not expected to be material in the future.

        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. We operate one of the largest HDPE bottles-to-bottles recycling plants in the world. We believe that to date we have not been materially adversely affected by these initiatives and developments.

Intellectual Property

        We hold, or have applications pending for, more than 750 design and utility patents, including patents and other proprietary technology such as Active Cage™, ATP™, Monosorb™, Flexa Tube™, SurShot™, SurBond™ and SurFresh™. We have used many of these patents to deliver innovative plastic packaging products to our customers.

        We license certain controlled intellectual properties to our affiliates and to third parties, including Amcor, Toyo Seikan and Coca-Cola and its affiliates. See also "Certain Relationships and Related Party Transactions." Primary licensed products or manufacturing processes include:

•

Container base designs (e.g., base for 2 liter carbonated soft drinks);



•

Refillable PET bottle designs and manufacturing processes; and



•

SurShot™ for multi-layer injection, stretch and blow molded PET barrier containers.

        In addition, we license many other designs, processes, patents and manufacturing equipment. In certain instances, we license technologies from third parties in order to augment our technical development and product portfolio. Two of our technical partners are Toyo Seikan and Husky Injection Molding Systems Ltd. While in the aggregate the patents are of material importance to our business, we believe that our business is not dependent upon any one patent 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. Others could, however, obtain knowledge of this proprietary know-how through independent development or other access by legal means. 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.

Properties

        At the end of the first quarter of 2005, we owned or leased 91 plants, and operated 90 plants, located in Argentina, Belgium, Brazil, Canada, Ecuador, England, Finland, France, Hungary, Mexico,

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the Netherlands, Poland, Spain, Turkey, the United States and Venezuela. 29 of our plants are located on-site at customer and vendor 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.

        The following table sets forth the location of our principal plants and administrative facilities, their approximate current square footage, whether on-site or off-site and whether leased or owned:

Location	Size (Square Feet)	On-Site or Off-Site	Leased/Owned
U.S. Packaging Facilities(1)
Findlay, Ohio	406,800	Off-Site	Owned
York, Pennsylvania	395,554	Off-Site	Owned
St. Louis, Missouri(2)	327,992	Off-Site	Leased
Maryland Heights, Missouri	308,961	Off-Site	Owned
Henderson, Nevada	298,407	Off-Site	Owned
Vandalia, Illinois	277,500	Off-Site	Owned
Rockwall, Texas	241,000	Off-Site	Owned
Modesto, California	238,000	Off-Site	Owned
Hazleton, Pennsylvania	218,384	On-Site	Leased
Holland, Michigan	218,168	Off-Site	Leased
Fremont, Ohio	210,883	Off-Site	Owned
Bedford, New Hampshire	210,510	Off-Site	Owned
York, Pennsylvania	210,370	Off-Site	Leased
Tolleson, Arizona	209,468	Off-Site	Owned
Cartersville, Georgia	208,000	Off-Site	Owned
Florence (Food and Beverage), Kentucky	203,000	Off-Site	Owned
Edison, New Jersey	194,000	Off-Site	Owned
Hazleton (Food and Beverage), Pennsylvania	185,080	Off-Site	Owned
Harrisonburg, Virginia	180,000	Off-Site	Owned
La Mirada, California(2)	177,000	Off-Site	Leased
Selah, Washington	170,553	Off-Site	Owned
Atlanta, Georgia	165,000	On-Site	Leased
Kansas City, Missouri	162,000	Off-Site	Leased
Belvidere, New Jersey	160,000	Off-Site	Owned
Florence (Shuttle), Kentucky	153,600	Off-Site	Owned
Montgomery, Alabama	150,143	Off-Site	Leased
Emigsville, Pennsylvania	148,300	Off-Site	Leased
Levittown, Pennsylvania	148,000	Off-Site	Leased
Evansville, Indiana	146,720	Off-Site	Leased
Rancho Cucamonga, California(2)	143,063	Off-Site	Leased
Iowa City, Iowa	140,896	Off-Site	Owned
Cincinnati, Ohio	130,000	Off-Site	Owned
Woodridge, Illinois	129,850	Off-Site	Leased
Baltimore, Maryland	128,500	Off-Site	Owned
Santa Ana, California	127,680	Off-Site	Owned
Chicago, Illinois	125,500	Off-Site	Owned
Muskogee, Oklahoma	125,000	Off-Site	Leased
Cincinnati, Ohio	111,669	Off-Site	Leased
Atlanta, Georgia	111,600	Off-Site	Leased
Jefferson, Louisiana	109,407	Off-Site	Leased
Casa Grande, Arizona	100,000	Off-Site	Leased

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Oakdale, California	97,934	On-Site	Leased
Bradford, Pennsylvania	90,350	Off-Site	Leased
Kissimmee, Florida(3)	80,000	Off-Site	Owned
Berkeley, Missouri	75,000	Off-Site	Owned
Alta Vista, Virginia	62,900	Off-Site	Owned
Cambridge, Ohio	57,000	On-Site	Leased
Port Allen, Louisiana	56,721	On-Site	Leased
Shreveport, Louisiana(2)	56,400	On-Site	Leased
Richmond, California	55,256	Off-Site	Leased
Houston, Texas	52,500	Off-Site	Owned
Newell, West Virginia	50,000	On-Site	Leased
Lakeland, Florida	49,000	Off-Site	Leased
N. Charleston, South Carolina	45,000	On-Site	Leased
Darlington, South Carolina	43,200	On-Site	Leased
Joplin, Missouri	42,480	On-Site	Leased
Bradenton, Florida	33,605	On-Site	Leased
Vicksburg, Mississippi	31,200	On-Site	Leased
Bordentown, New Jersey	30,000	On-Site	Leased
West Jordan, Utah	25,573	On-Site	Leased
Canadian Packaging Facilities
Mississauga, Ontario	78,416	Off-Site	Owned
Toronto, Ontario(2)	5,000	On-Site	*
Mexican Packaging Facilities
Mexico City	292,000	Off-Site	Owned
Pachuca	167,500	Off-Site	Owned
Mexicali	59,700	Off-Site	Leased
Irapuato	58,130	On-Site	*
Tlaxcala	5,400	On-Site	*
European Packaging Facilities
Assevent, France	186,000	Off-Site	Owned
Chalgrove, England	132,000	Off-Site	Leased
Ryttyla, Finland	129,000	Off-Site	Owned
Etten-Leur, Netherlands	124,450	Off-Site	Leased
Sulejowek, Poland	83,700	Off-Site	Owned
Meaux, France	80,000	Off-Site	Owned
Aldaia, Spain	75,350	On-Site	Leased
Istanbul, Turkey	50,000	Off-Site	Owned
Villecomtal, France	22,790	On-Site	Leased
Rotselaar, Belgium	15,070	On-Site	Leased
Bierun, Poland	10,652	On-Site	Leased
Lummen, Belgium	9,472	On-Site	Leased
Eskisehir, Turkey	9,461	On-Site	Leased
Nyirbator, Hungary	5,000	On-Site	Leased
South American Packaging Facilities
Sao Paulo, Brazil	70,290	Off-Site	Leased
Guayaquil, Ecuador	68,500	Off-Site	Owned
Valencia, Venezuela	56,000	Off-Site	Owned

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Buenos Aires, Argentina	33,524		Off-Site	Owned
Rio de Janeiro, Brazil	25,840	**	On-Site	Owned/Leased
Longchamps, Argentina	21,530	**	On-Site	Owned/Leased
Rio de Janeiro, Brazil	16,685		On-Site	Leased
Rio de Janeiro, Brazil	11,000		On-Site	*
Carambei, Brazil	6,372		On-Site	Leased
Graham Recycling
York, Pennsylvania	44,416		Off-Site	Owned
Administrative Facilities
York, Pennsylvania	83,373		N/A	Leased
York, Pennsylvania—Technology Center	80,500		N/A	Leased
Blyes, France	9,741		N/A	Leased
Rueil, Paris, France	4,300		N/A	Leased
Mexico City, Mexico	360		N/A	Leased

(1)

Substantially all of our domestic tangible and intangible assets are pledged as collateral pursuant to the terms of our new senior credit facility.

(2)

We have announced and are in the process of closing these facilities.

(3)

The Kissimmee plant is currently idle. However, the plant still has manufacturing assets and is located near both Tropicana and Quaker Oats.

*

We operate these on-site facilities without leasing the space we occupy.

**

The building is owned and the land is leased.

Legal Proceedings

        We are party to various litigation matters arising in the ordinary course of business. We cannot estimate with certainty our ultimate legal and financial liability with respect to litigation, but we believe, based on our examination of these matters, our experience to date and our 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

Advisory Committee Members, Directors and Executive Officers

        The members of the Advisory Committee of Holdings and the executive officers of the Company and Holdings and their respective ages and positions at March 31, 2005 are set forth in the table below. Unless otherwise indicated, all references to positions in this "Management" section are positions with the Company.

Name	Age	Position
Philip R. Yates	57	Chief Executive Officer and Chairman of the Advisory Committee
Roger M. Prevot	46	President and Chief Operating Officer
John E. Hamilton	46	Chief Financial Officer, Treasurer and Secretary of the Company; Chief Financial Officer, Assistant Treasurer and Assistant Secretary of Holdings
G. Robinson Beeson	56	Senior Vice President and General Manager, North America Automotive and South America
David L. Andrulonis	47	Vice President and General Manager, Personal Care/Specialty
Peter T. Lennox	42	Vice President and General Manager, Household
Ashok Sudan	52	Executive Vice President and General Manager, Global Food and Beverage
Jay W. Hereford	54	Vice President, Finance and Information Technology, Assistant Treasurer and Assistant Secretary of the Company; Assistant Treasurer and Assistant Secretary of Holdings
Howard A. Lipson	41	Member of the Advisory Committee of Holdings; President, Treasurer and Assistant Secretary of Holdings
Chinh E. Chu	38	Member of the Advisory Committee of Holdings; Vice President, Secretary and Assistant Treasurer of Holdings
Stephen Ko	31	Member of the Advisory Committee of Holdings; Vice President, Assistant Secretary and Assistant Treasurer of Holdings
Charles E. Kiernan	60	Member of the Advisory Committee of Holdings
Gary G. Michael	64	Member of the Advisory Committee of Holdings

Philip R. Yates has served as Chief Executive Officer and Chairman of the Advisory Committee since July 2002. From February 2000 until July 2002, Mr. Yates served as Chief Executive Officer. From February 1998 until February 2000, Mr. Yates served as the Chief Executive Officer and President. Prior to February 1998, Mr. Yates served as President and Chief Operating Officer.

Roger M. Prevot has served as President and Chief Operating Officer since February 2000. From February 1998 to February 2000, Mr. Prevot served as Senior Vice President or Vice President and General Manager, Food and Beverage. Prior to February 1998, Mr. Prevot served as Vice President and General Manager, U.S. Food and Beverage.

John E. Hamilton has served as Chief Financial Officer, Treasurer and Secretary since January 1999. From February 1998 to January 1999, Mr. Hamilton served as Senior Vice President or

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Vice President, Finance and Administration and Treasurer and Secretary. Prior to February 1998, Mr. Hamilton served as Vice President, Finance and Administration, North America.

G. Robinson Beeson has served as Senior Vice President and General Manager, North America Automotive and South America, Senior Vice President and General Manager, Automotive or Vice President and General Manager, Automotive since February 1998. Prior to February 1998, Mr. Beeson served as Vice President and General Manager, U.S. Automotive.

David L. Andrulonis has served as Vice President and General Manager of the Personal Care/Specialty business since February 2005. From 1979 to 2004, Mr. Andrulonis served in various sales and marketing roles at the Plastic Container and Closure business of Owens-Illinois, Inc., most recently as Vice President, Plastic Containers.

Peter T. Lennox has served as Vice President and General Manager of the Household business since February 2005. Prior to that he has served as 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 our 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.

Ashok Sudan has served as Executive Vice President and General Manager, Global Food and Beverage since November 2004. Prior to that Mr. Sudan served as Senior Vice President and General Manager, Global Food and Beverage; Senior Vice President and General Manager, Europe and North America Food and Beverage Polyolefins; or Vice President and General Manager, Europe since September 2000. Prior to September 2000, Mr. Sudan served as Vice President Operations, Food and Beverage/PET; a position he entered in 1998. Prior to that Mr. Sudan held various management positions in manufacturing.

Jay W. Hereford has served as Vice President, Finance and Information Technology, Assistant Treasurer and Assistant Secretary since June 2002. From November 1998 until June 2002, Mr. Hereford served as Vice President, Finance and Administration, Assistant Treasurer and Assistant Secretary. Prior to joining us in November 1998, Mr. Hereford served as Vice President, Treasurer and Chief Financial Officer of Continental Plastic Containers, Inc. from 1992 to November 1998.

Howard A. Lipson is a Senior Managing Director of Blackstone, which he joined in 1988. Mr. Lipson has served as a Member of the Advisory Committee since 1998. Mr. Lipson currently serves as Director of Allied Waste Industries, Universal Orlando and Columbia House Holdings Inc.

Chinh E. Chu is a Senior Managing Director of Blackstone, which he joined in 1990. Mr. Chu has served as a Member of the Advisory Committee and as Vice President, Secretary and Assistant Treasurer since April 19, 2005. He previously served on the Advisory Committee from February 1998 until September 8, 2004. Mr. Chu currently serves as Chairman of the Board of Directors of Celanese Corporation and on the Supervisory Board of Celanese AG. Mr. Chu also serves on the Board of Directors of Nalco Holding Company and Nycomed Holdings.

Stephen Ko has been a Member of the Advisory Committee, Vice President, Assistant Secretary and Assistant Treasurer since September 2004. Mr. Ko is an Associate in the Private Equity Group of Blackstone, which he joined in 2002. Prior to joining Blackstone, Mr. Ko was an Associate at Clayton, Dubilier & Rice, Inc., and previously worked in the Investment Banking Division of Goldman, Sachs & Co.

Charles E. Kiernan has been a Member of the Advisory Committee since July 2002. 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. Prior to 1998, Mr. Kiernan was employed by Duracell from 1986 to 1997. He served as the President and Chief

65

Operating Officer of Duracell International Inc. from 1994 to 1997, during which time he also served as a Director of the 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 been a Member of the Advisory Committee since October 2002. 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 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, Harrah's Entertainment, Inc. and The Clorox Company.

        As of April 19, 2005, the Board of Directors of CapCo I was comprised of Philip R. Yates, John E. Hamilton, Stephen Ko and Chinh Chu.

        Except as described above, there are no arrangements or understandings between any Member of the Advisory Committee or executive officer and any other person pursuant to which that person was elected or appointed as a Member of the Advisory Committee or executive officer.

Executive Compensation

        The following table sets forth all cash compensation paid to the Chief Executive Officer and four other most highly compensated executive officers (the "Named Executive Officers") for the years ended December 31, 2004, 2003 and 2002, and their respective titles at December 31, 2004. Our philosophy is to compensate all employees at levels competitive with the market to enable us to attract, retain and motivate all employees. From time to time, the compensation committee will review our compensation structure through an examination of compensation information for comparable companies and certain broader based data, compiled by us and by compensation and other consulting firms. In 2003 and 2004,

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the compensation committee utilized William M. Mercer Incorporated to conduct a full review of our compensation structure in the United States, where the majority of our employees are located.

Summary Compensation Table

		Annual Compensation						Long-Term Compensation
								Awards				Payouts
Name and Principal Position	Year	Salary		Bonus(1)		Other Annual Comp.		Restricted Stock Awards		Securities Underlying Options(3)		LTIP Payouts		All Other Comp.(2)
Philip R. Yates Chief Executive Officer	2004 2003 2002	$	614,143 528,881 465,492	$	1,056,000 — 816,348	$	— — —	$	— — —	#	135.7 — —	$	— — —	$	7,440 7,290 5,140
Roger M. Prevot President and Chief Operating Officer	2004 2003 2002		402,535 356,092 325,894		747,000 — 505,559		— — —		— — —		68.0 — —		— — —		6,600 6,300 4,150
John E. Hamilton Chief Financial Officer	2004 2003 2002		293,586 255,544 226,244		457,000 — 292,486		— — —		— — —		42.2 — —		— — —		6,566 6,372 4,062
Ashok Sudan Executive Vice President and General Manager, Global Food and Beverage	2004 2003 2002		261,511 217,791 185,783		330,000 — 283,925		— — —		— — —		29.0 10.0 5.2		— — —		6,718 6,465 4,112
G. Robinson Beeson Senior Vice President and General Manager, North America Automotive and South America	2004 2003 2002		229,707 217,332 210,518		207,000 — 297,693		— — —		— — —		14.2 — —		— — —		7,058 6,864 4,305

(1)

Represents bonus earned in the current year and paid in March of the following year under our annual discretionary bonus plan and other bonus payments earned and paid in 2004.

(2)

Represents contributions to our 401(k) plan and amounts attributable to group term life insurance.

(3)

Represents options to acquire membership units.

1998 Option Plan

        On February 2, 1998, we adopted the Graham Packaging Holdings Company Management Option Plan (the "1998 Option Plan").

        The 1998 Option Plan provides for the grant to management employees of Holdings and its subsidiaries and non-employee directors, advisors, consultants and other individuals providing services to Holdings of options ("Options") to purchase limited partnership interests in Holdings equal to 0.0075% of Holdings at February 2, 1998 (prior to any dilution resulting from any interests granted pursuant to the 1998 Option Plan) (each 0.0075% 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 shall not exceed 631.0 Units, representing a total of up to 4.3% of the equity of Holdings.

        The 1998 Option Plan is intended to advance our best interests by allowing employees, consultants and other individuals who provide services to Holdings to acquire an ownership interest in us, thereby motivating them to contribute to our success and to remain in our employ.

        In general, 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, which Options are

67

referred to as "time options;" and 50% of the Options vest and become exercisable in 20% increments annually over five years so long as we achieve specified earnings 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, which Options are referred to as "performance options." The exercise price per Unit shall be at or above the fair market value of a Unit on the date of grant. The exercise prices per Unit were $25,789, $29,013 and $29,606 for Units granted of 500.0, 31.0 and 92.1, respectively. 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.

        A committee (the "Committee") has been appointed to administer the 1998 Option Plan, 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. The Committee may provide that an Option cannot be exercised after the merger or consolidation of Holdings into another company or corporation, the exchange of all or substantially all of the assets of Holdings for the securities of another corporation, the acquisition by a corporation of 80% or more of Holdings' partnership interest or the liquidation or dissolution of Holdings, and if the Committee so provides, it will also provide either by the terms of such Option or by a resolution adopted prior to the occurrence of such merger, consolidation, exchange, acquisition, liquidation or dissolution, that, for ten business days prior to such event, such Option shall be exercisable as to all Units subject thereto, notwithstanding anything to the contrary in any provisions of such Option and that, upon the occurrence of such event, such Option shall terminate and be of no further force or effect. The Committee may also provide that even if the Option shall remain exercisable after any such event, form and after such event, any such Option shall be exercisable only for the kind and amount of securities and other property (including cash), or the cash equivalent thereof, receivable as a result of such event by the holder of a number of partnership interests for which such Option could have been exercised immediately prior to such event. In addition, most time options become fully vested and exercisable upon the occurrence of a change of our control, as that term is defined in the 1998 Option Plan. No suspension, termination or amendment of or to the 1998 Option Plan shall materially and adversely affect the rights of any participant with respect to Options issued hereunder prior to the date of such suspension, termination or amendment without the consent of such holder.

2004 Option Plan

        On November 17, 2004, we adopted a second option plan entitled 2004 Graham Packaging Holdings Company Management Option Plan (the "2004 Option Plan").

        The 2004 Option Plan provides for the grant to management employees of Holdings and its subsidiaries and non-employee directors, advisors, consultants and other individuals providing services to Holdings of options ("Options") to purchase limited partnership interests in Holdings equal to 0.0075% of Holdings at February 2, 1998 (prior to any dilution resulting from any interests granted pursuant to the 1998 and 2004 Option Plans) (each 0.0075% interest being referred to as a "Unit"). The aggregate number of Units with respect to which Options may be granted under the 2004 Option Plan shall not exceed 650.0 Units, representing a total of up to 4.4% of the equity of Holdings.

        The 2004 Option Plan is intended to advance our best interests by allowing employees, consultants and other individuals who provide services to Holdings to acquire an ownership interest in us, thereby motivating them to contribute to our success and to remain in our employ.

        In general, 100% of the Options 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. The exercise price per unit shall be at or above the fair market value of Unit on the date of grant. The exercise price per Unit was $51,579 for Units granted of 616.5 on November 17, 2004. The number and type of

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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.

        A committee (the "Committee") has been appointed to administer the 2004 Option Plan, 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. The Committee may provide that an Option cannot be exercised after the merger or consolidation of Holdings into another company or corporation, the exchange of all or substantially all of the assets of Holdings for the securities of another corporation, the acquisition by a corporation of 80% or more of Holdings' partnership interest or the liquidation or dissolution of Holdings, and if the Committee so provides, it will also provide either by the terms of such Option or by a resolution adopted prior to the occurrence of such merger, consolidation, exchange, acquisition, liquidation or dissolution, that, for ten business days prior to such event, such Option shall be exercisable as to all Units subject thereto, notwithstanding anything to the contrary in any provisions of such Option and that, upon the occurrence of such event, such Option shall terminate and be of no further force or effect. The Committee may also provide that even if the Option shall remain exercisable after any such event, from and after such event, any such Option shall be exercisable only for the kind and amount of securities and other property (including cash), or the cash equivalent thereof, receivable as a result of such event by the holder of a number of partnership interests for which such Option could have been exercised immediately prior to such event. In addition, most options become fully vested and exercisable upon the occurrence of a change of our control, as that term is defined in the 2004 Option Plan. No suspension, termination or amendment of or to the 2004 Option Plan shall materially and adversely affect the rights of any participant with respect to Options issued hereunder prior to the date of such suspension, termination or amendment without the consent of such holder.

Options/SAR Grants in the Last Fiscal Year

        One hundred thirty five and seven tenths (135.7) Option Units were granted to Philip R. Yates on November 17, 2004 at an exercise price of $51,579 per Unit for the year ended December 31, 2004. These 135.7 Option Units represent 22.0% of the total number of Option Units granted during 2004 and expire ten years from the grant date. The potential realizable value at assumed annual rates of appreciation from the grant date to the end of the option term at 5% and 10% would be $4.4 million and $11.2 million, respectively. Sixty eighty (68.0) Option Units were granted to Roger M. Prevot on November 17, 2004 at an exercise price of $51,579 per Unit for the year ended December 31, 2004. These 68.0 Option Units represent 11.0% of the total number of Option Units granted during 2004 and expire ten years from the grant date. The potential realizable value at assumed annual rates of appreciation from the grant date to the end of the option term at 5% and 10% would be $2.2 million and $5.6 million, respectively. Forty two and two tenths (42.2) Option Units were granted to John E. Hamilton on November 17, 2004 at an exercise price of $51,579 per Unit for the year ended December 31, 2004. These 42.2 Option Units represent 6.8% of the total number of Option Units granted during 2004 and expire ten years from the grant date. The potential realizable value at assumed annual rates of appreciation from the grant date to the end of the option term at 5% and 10% would be $1.4 million and $3.5 million, respectively. Twenty nine (29.0) Option Units were granted to Ashok Sudan on November 17, 2004 at an exercise price of $51,579 per Unit for the year ended December 31, 2004. These 29.0 Option Units represent 4.7% of the total number of Option Units granted during 2004 and expire ten years from the grant date. The potential realizable value at assumed annual rates of appreciation from the grant date to the end of the option term at 5% and 10% would be $0.9 million and $2.4 million, respectively. Fourteen and two tenths (14.2) Option Units were granted to G. Robinson Beeson on November 17, 2004 at an exercise price of $51,579 per Unit for the year ended December 31, 2004. These 14.2 Option Units represent 2.3% of the total number of Option Units granted during 2004 and expire ten years from the grant date. The potential realizable

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value at assumed annual rates of appreciation from the grant date to the end of the option term at 5% and 10% would be $0.5 million and $1.2 million, respectively.

        The following table sets forth certain information with respect to the total Options granted to the Named Executive Officers at December 31, 2004.

TOTAL OPTION GRANTS AT DECEMBER 31, 2004

Name	Number of Securities Underlying Unexercised Options at End of Fiscal Year	Value of Unexercised in the Money Options		Exercisable Options at End of Fiscal Year
	(In millions)
Philip R. Yates Chief Executive Officer	213.1	$	2.0	69.7
Roger M. Prevot President and Chief Operating Officer	134.7	$	1.7	55.8
John E. Hamilton Chief Financial Officer	90.7	$	1.3	43.7
Ashok Sudan Executive Vice President and General Manger, Global Food and Beverage	57.0	$	0.7	15.6
G. Robinson Beeson Senior Vice President and General Manager, North America Automotive and South America	50.4	$	0.9	32.6

        The Company has estimated the value of the Options based on available financial information. There is no established trading market or market value for our Options, and therefore, these Options lack liquidity. We can give no assurance that the value utilized would be reflective of the actual market value in an established public trading market.

        The following table sets forth equity compensation plan information at December 31, 2004.

EQUITY COMPENSATION PLAN INFORMATION

	(a)	(b)		(c)
Plan category	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	1,239.6	$	38,980	41.4
Equity compensation plans not approved by security holders	N/A		N/A	N/A
Total	1,239.6	$	38,980	41.4

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Pension Plans

        In the year ended December 31, 2004, we participated in 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 provides retirement benefits based on the final five years average compensation and years of service, while plans covering hourly employees provide benefits based on years of service. See note 14 of Holdings' Consolidated Financial Statements for the year ended December 31, 2004 for information regarding the pension plans for each of the three years in the period ended December 31, 2004.

        The following table shows estimated annual benefits upon retirement at age 65 under the defined benefit plan for salaried employees, based on the final five years average compensation and years of service, as specified therein:

PENSION PLAN TABLE

	Years of Service
Remuneration
	15		20		25		30		35
$125,000	$	25,834	$	34,445	$	43,056	$	51,668	$	53,230
150,000		31,834		42,445		53,056		63,668		65,543
175,000		37,834		50,445		63,056		75,668		77,855
200,000		43,834		58,445		73,056		87,668		90,168
225,000		49,834		66,445		83,056		99,668		102,480
250,000		55,834		74,445		93,056		111,668		114,793
300,000		67,834		90,445		113,056		135,668		139,418
350,000		79,834		106,445		133,056		159,668		164,043
400,000		91,834		122,445		153,056		183,668		188,668
450,000		103,834		138,445		173,056		207,668		213,293
500,000		115,834		154,445		193,056		231,668		237,918

Note:

The amounts shown are based on 2004 covered compensation of $46,291 for an individual born in 1939. In addition, these figures do not reflect the salary limit of $205,000 and benefit limit under the plan's normal form of $165,000 in 2004.

        The compensation covered by the defined benefit plan for salaried employees is an amount equal to "Total Wages" (as defined therein). This amount includes the annual Salary and Bonus amounts shown in the Summary Compensation Table for the five Named Executive Officers who participated in the plan. The estimated credited years of service for the year ended December 31, 2004 for each of the five Named Executive Officers participating in the plan was as follows: Philip R. Yates, 33 years; Roger M. Prevot, 17 years; John E. Hamilton, 21 years; Ashok Sudan, 16 years; and G. Robinson Beeson, 16 years. Benefits under the plan are computed on the basis of straight-life annuity amounts. Amounts set forth in the above table are not subject to deduction for Social Security or other offset amounts.

Supplemental Income Plan

        Mr. Yates is the sole participant in the Graham Engineering Corporation Amended Supplemental Income Plan (the "SIP"). As part of the 1998 recapitalization, we assumed Graham Engineering's obligations under the SIP. The SIP provides that upon attaining age 65, Mr. Yates shall receive a fifteen-year annuity providing annual payments equal to 25% of his Final Salary (as defined therein). The SIP also provides that the annuity payments shall be increased annually by a 4% cost of living

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adjustment. The SIP permits Mr. Yates to retire at or after attaining age 55 without any reduction in the benefit, although that benefit would not begin until Mr. Yates attained age 65. In the event we terminate Mr. Yates' employment without "just cause," as defined in the SIP, then upon attaining age 65, he would receive the entire annuity. The SIP provides for similar benefits in the event of a termination of employment on account of death or disability.

401(k) Plan

        During 2004, we also participated in a defined contribution plan under Internal Revenue Code Section 401(k), which covered all of our U.S. employees except those represented by a collective bargaining unit. Our contributions were determined as a specified percentage of employee contributions, subject to certain maximum limitations. Our costs for the defined contribution plan for 2002, 2003, and 2004 were $1.2 million, $1.7 million and $2.1 million, respectively.

Employment Agreements

        On June 27, 2002, we entered into employment agreements with Messrs. Yates, Prevot, Hamilton, Beeson and Sudan. 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. These contracts were automatically extended for another year on June 27, 2004. Under each agreement, the executive is entitled to a base salary and an annual bonus based on the achievement of performance criteria established by our board. In the event that an executive 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 the executive resigns with good reason (as defined in the agreement), the executive will be entitled (1) full vesting of all equity awards granted to the executive, (2) a pro rata bonus for the year of termination, (3) monthly payments for a period of 24 months (36 months with respect to Mr. Yates following a change of control (as defined in the agreement)) of the executive's base salary and average annual bonus, (4) continued health and dental benefits for a period of 24 months and (5) outplacement services for a period of 12 months. If we elect not to extend the term so that the term ends following the fifth anniversary of the agreement, upon executive's termination of employment, executive will be entitled to the same benefits described above except that the executive will only be entitled to continued monthly payments 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 so that the term ends following the fifth anniversary of the agreement which was extended to October 2009), each executive is subject to a covenant not to compete with us or solicit our clients or employees. Each executive has also covenanted to 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. Yates, Prevot and Hamilton, if any payments by us to the executive would result in an excise tax under Section 280G of the Internal Revenue Code, the executive will be entitled to an additional payment so that the executive will receive an amount equal to the payments the executive would be entitled to receive without the imposition of the excise tax.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        The summaries of agreements set forth below do not purport to be complete and are qualified in their entirety by reference to all the provisions of such agreements.

The Acquisition Documents

        On July 28, 2004, Graham entered into a definitive stock purchase agreement with OI Inc. providing for the acquisition by Graham of all of the issued and outstanding shares of capital stock of O-I Plastic for approximately $1.2 billion in cash. The Acquisition closed on October 7, 2004.

Stock Purchase Agreement

        The stock purchase agreement related to the Acquisition provides for indemnification for losses relating to specified events, circumstances and matters. OI Inc. agreed to indemnify Graham for certain liabilities, including:

•

losses resulting from the breach of any representation or warranty of OI Inc. contained in the stock purchase agreement or the ancillary agreements (generally until October 7, 2007), subject to certain specified limitations;



•

losses arising from breaches of the covenants or conditions of OI Inc. contained in the stock purchase agreement;



•

losses resulting from certain specified environmental matters and liabilities;



•

losses resulting from two specified pending intellectual property litigations specified in the stock purchase agreement;



•

specified tax losses or liabilities, including, among others, those associated with O-I Plastic relating to specified tax amounts incurred on or prior to the Acquisition; and



•

losses asserted against Graham relating to any liability arising out of the assets, liabilities or operations of OI Inc. and its affiliates (other than O-I Plastic).

        OI Inc. has no obligation to indemnify Graham for any loss or damage relating to a breach of a representation or warranty unless the damages for any claim or series of related claims exceed $7.5 million (other than for losses relating to certain specified representations and warranties). Graham indemnification for breaches of representations and warranties (other than for losses arising from breaches of certain specified representations and warranties) is limited to $240 million.

        Graham agreed to indemnify OI Inc. for losses resulting from the breach of any of its representations or warranties in the stock purchase agreement or in the ancillary agreements and for losses or damages arising from breaches of any of its covenants or conditions in the stock purchase agreement. Graham obligation to indemnify OI Inc. is subject to the same deductible and cap that apply to OI Inc.'s obligation to indemnify Graham.

        OI Inc. agreed, subject to certain exceptions, not to, and to cause its controlled affiliates not to, compete with us in the food & beverage, automotive, household & chemical and personal care products sectors for a five-year period worldwide except in Asia, Australia, New Zealand and Africa, and except in connection with beer and other malt-based alcoholic products made with compression molded preforms.

        Graham agreed, subject to certain exceptions, not to, and to cause our subsidiaries not to, compete with OI Inc., for a three-year period in the United States, Canada and Mexico (except through our joint venture with Industrias Innopack, S.A. de C.V.), in the rigid plastic container or plastic closure business for certain specified health care products, blown plastic containers for use for printing inks

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and toners as used for printing applications, plastic closures, closure liners, fitments and dispensing systems, vials, tubes and canisters (but excluding blow molded tubes and canisters), except for functionally integrated bottle and closure packages.

Ancillary Agreements

        In addition to the stock purchase agreement described above, in connection with the closing of the Acquisition on October 7, 2004, Graham entered into the following agreements with OI Inc. or its subsidiaries that govern certain relationships between and among the parties following the Acquisition.

Transition Services Agreement

        Graham entered into a transition services agreement with Owens-Illinois General, Inc. ("O-I General") and OI Inc. pursuant to which, among other things, O-I General provides Graham with certain transition services, including information technology, accounting and management reporting, payroll administration, accounts receivable and accounts payable administration, treasury and cash management, purchasing support services, savings plan and benefits services and leased space. The initial term of the transition services agreement will continue until January 1, 2006, and Graham has the right to terminate any one or more transition services thereunder upon 30 days written notice. As consideration for the transition services, Graham paid to O-I General an initial aggregate fee of $1 for services to be provided until October 7, 2005 and will be required to pay O-I General additional monthly fees after October 7, 2005 upon actual use of the transition services, if any.

Contract Manufacturing Agreements

        Graham entered into 10 contract manufacturing agreements with Owens-Illinois Closure, Inc. ("O-I Closure") and OI Inc. Pursuant to five of these agreements, Graham will, among other things, manufacture O-I Closure's requirements for plastic container products using OI Inc.'s molds and plastic molding machines located within the plants that Graham acquired as a result of the Acquisition for a limited period following October 7, 2004. Pursuant to the other five contract manufacturing agreements with O-I Closure and OI Inc., O-I Closure will, among other things, manufacture Graham's requirements for plastic container products using Graham's molds and plastic molding machines acquired as a result of the Acquisition located within the plants retained by O-I Closure for a limited period following October 7, 2004. The contract manufacturing agreements contemplate that each party will move its equipment located within the other party's plant to its own premises before the end of the term of each of the agreements.

        The initial terms under the contract manufacturing agreements will continue until either October 7, 2005 or April 7, 2006, with the exception of the contract manufacturing agreement pertaining to OI Inc.'s Treitler plant located in Washington, New Jersey that has an initial term until October 7, 2016. Four of the contract manufacturing agreements provide for automatic extension of the initial term for one-year periods after the applicable initial term unless either party provides prior notice of termination.

Patent and Technology License Agreements

        Graham entered into two Patent and Technology License Agreements relating to the technology owned before October 7, 2004 by O-I Plastic, one in which O-I Plastic licenses certain rights to OI Inc. (the "O-I License") and the other in which OI Inc. licenses certain rights to O-I Plastic (the "Plastics License").

        Pursuant to the O-I License, O-I Plastic granted OI Inc. a worldwide, royalty-free, fully paid-up license under the plastic molding technology and the compression technology owned by (or licensed-in pursuant to certain agreements, if permitted thereunder, to) O-I Plastic as of October 7, 2004 (and,

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with respect to certain technology, to improvements thereupon after October 7, 2004) to make, have made, use, offer for sale, sell, distribute, import and export (i) certain health care products (the "Health Care Field") and (ii) (a) blown plastic containers for use for printing inks and toners as used for printing applications, and (b) plastic closures, closure liners, fitments and dispensing systems, vials, tubes and canisters (but excluding blow molded tubes and canisters) and components or assemblies of the foregoing (all of the foregoing (ii) collectively, the "Closure Field"). O-I Plastic also granted OI Inc. a worldwide royalty-free, fully paid-up license under compression technology owned by (or licensed-in pursuant to certain agreements, if permitted thereunder, to) O-I Plastic as of October 7, 2004, solely as such relate to preform compression molding, to make, use, offer for sale, sell, distribute, import and export plastic preforms and plastic containers for beer and other malt-based alcoholic products (the "Beer Field"). These licenses are exclusive and sublicenseable, except with regard to the license in the Beer Field and with regard to feminine hygiene products, in which case the licenses are coexclusive and neither O-I Plastic or OI Inc. may further license or sublicense such rights in such fields.

        Pursuant to the Plastics License, as of October 7, 2004, OI Inc. and certain of its affiliates granted to O-I Plastic a worldwide, royalty-free, fully paid-up license under certain plastic molding technology and certain compression technology owned by OI Inc. and certain of its affiliates as of October 7, 2004 to make, have made, use, offer for sale, sell, distribute, import and export products in all fields other than the Health Care Field and the Closure Field and to make feminine hygiene products in the Health Care Field. OI Inc. also granted to O-I Plastic a worldwide royalty-free, fully paid-up license under compression technology owned by OI Inc. and certain of its affiliates as of October 7, 2004, to make, use, offer for sale, sell, distribute, import and export plastic preforms and plastic containers in all fields other than the Health Care Field and the Closure Field. These licenses are exclusive even as to OI Inc. and sublicenseable, except in both cases with respect to the licenses in the Beer Field and with respect to feminine hygiene products, in which case the licenses are coexclusive and neither OI Inc. or O-I Plastic may further license or sublicense such rights in such fields.

        Both licenses shall continue in force until the expiration, abandonment or invalidation of the last item in the licensed rights granted therein, unless terminated pursuant to their respective terms.

Transactions with Graham Entities and Others

        Graham and Holdings have engaged in a number of transactions with the Graham Family Entities. The Graham Family Entities include Graham Capital Company, Graham Engineering, Graham Alternative Investment Partners I, Graham Packaging Corporation and York Transportation and Leasing, Inc.

        Graham and Graham Engineering entered into an equipment sales, services and license agreement in 1998, which provides that, with certain exceptions:

•

Graham Engineering will sell to us and our affiliates some of Graham Engineering's larger-sized proprietary extrusion blow molding wheel systems, or Graham Wheel Systems, at a price to be determined on the basis of a percentage mark-up of material, labor and overhead costs that is as favorable to us as the percentage mark-up historically offered by Graham Engineering to us and is as favorable as the mark-up on comparable equipment offered to other parties;



•

each party will provide consulting services to the other party at hourly rates ranging from $60 to $200 (adjusted annually for inflation); and



•

Graham Engineering will grant to us a nontransferable, nonexclusive, perpetual, royalty-free right and license to use certain technology.

        Subject to certain exceptions and conditions, including the condition that we purchase high output extrusion blow molding equipment, described in the equipment sales, services and license agreement,

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we and our affiliates will have the exclusive right to purchase, lease or otherwise acquire the applicable Graham Wheel Systems in North America and South America, the countries comprising the European Economic Community as of February 2, 1998 and any other country in or to which we have produced or shipped extrusion blow molded plastic containers representing sales in excess of $1.0 million in the most recent calendar year. The equipment sales, services and license agreement terminates on December 31, 2007, unless mutually extended by the parties. Since December 31, 1998, both parties have had the right to terminate the other party's right to receive consulting services. Effective January 21, 2000 we terminated Graham Engineering's rights to receive consulting services from us.

        Graham Engineering has supplied us with equipment. We paid Graham Engineering approximately $20.2 million, $9.3 million and $13.6 million for equipment for the years ended December 31, 2002, 2003 and 2004, respectively.

        On July 9, 2002, we and Graham Engineering executed a first amendment to our equipment sales, services and license agreement to, among other things, (i) limit our existing rights in exchange for a perpetual license in the event Graham Engineering proposes to sell its rotary extrusion blow molding equipment business or assets to certain of our significant competitors; (ii) clarify that our exclusivity rights under the equipment sales, services and license agreement do not apply to certain new generations of Graham Engineering equipment; (iii) provide Graham Engineering certain recourse in the event we decide to buy certain high output extrusion blow molding equipment from any supplier other than Graham Engineering; and (iv) obligate us, retroactive to January 1, 2002 and subject to certain credits and carry-forwards, to make payments for products and services to Graham Engineering in the amount of at least $12 million per calendar year, or else pay Graham Engineering a shortfall payment. We do not expect to be required to make a shortfall payment relative to our purchases for 2005.

        Subsequently, on January 13, 2004 the parties executed a second amendment to the equipment sales, services and license agreement. Such amendment removed restrictions originally placed upon us with respect to our use of Graham Engineering technology to manufacture containers at blow molding plants co-located with dairies or dairy-focused facilities.

        Graham Alternative Investment Partners I has supplied management services to us and Holdings since February 1998. We paid Graham Alternative Investment Partners I approximately $1.1 million, $1.0 million and $1.3 million for its services for the years ended December 31, 2002, 2003 and 2004, respectively, including the annual fee paid pursuant to the Holdings partnership agreement and monitoring agreement.

        Innopack, S.A., minority shareholder of Graham Innopack de Mexico S. de R.L. de C.V., has supplied us with goods and related services, for which we paid approximately $5.4 million, $2.6 million and $1.7 million for the years ended December 31, 2002, 2003 and 2004, respectively.

        On each of September 29, 2000 and March 29, 2001, the Graham Family Entities made an equity contribution of $7.5 million to Holdings.

Registration Rights Agreement

        Graham entered into a Registration Rights Agreement with Blackstone and the Graham Family Entities on February 2, 1998. Under the terms of the registration rights agreement, we agreed to provide Blackstone and the Graham Family Entities with registration rights for their shares of our common stock.

        Demand Registration.    Blackstone has an unlimited number of demand registration rights that may be exercised at any time after this offering and the Graham Family Entities have two demand registration rights that may be exercised at any time after this offering.

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        Incidental Registration.    Until all of the securities subject to the registration rights agreement have been registered, if we propose to register any of our equity securities for public sale, we must, subject to specified exceptions, use reasonable efforts to also register any shares of our common stock held by Blackstone, the Graham Family Entities or a management investor, at that holder's request.

        Rule 144.    Under the registration rights agreement, we have agreed to use reasonable efforts to comply with the filing requirements of Rule 144(c)(1) to enable Blackstone and the Graham Family Entities to sell their shares without registration.

        Expenses and Indemnification.    We agreed to pay all expenses incurred in connection with the registration of shares under the registration rights agreement. We also agreed to indemnify all holders whose shares are registered from liability arising under the Securities Act.

Management Stockholders Agreement

        Blackstone, the Company and members of our management are party to a Management Stockholders' Agreement, dated as of February 3, 1998. Under the terms of that agreement, members of management acquired shares of BMP/Graham Holdings Corporation, a limited partner in Holdings, in connection with our 1998 recapitalization. Management investors have the same incidental registration rights as other holders under the registration rights agreement described above.

Other Transactions with Blackstone

        Under the terms of an amended and restated monitoring agreement entered into as of September 30, 2004 (the "Monitoring Agreement") among Blackstone, the Graham Family Entities, the Company and Holdings, Blackstone receives a monitoring fee of $3.0 million per annum, and the Graham Family Entities receive a monitoring fee of $1.0 million per annum. Both Blackstone and the Graham Family Entities will also be reimbursed for reasonable out-of-pocket expenses. We paid Blackstone approximately $1.1 million, $1.0 million and $1.6 million for the years ended December 31, 2002, 2003 and 2004, respectively. In the future, an affiliate or affiliates of Blackstone may receive customary fees for advisory and other services rendered to us. If those 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. We paid Blackstone $24.3 million as a fee for services rendered to us in connection with the O-I Transactions.

        On each of September 29, 2000 and March 29, 2001, Blackstone made an equity contribution of $39.3 million to Holdings, bringing Blackstone's total equity investment in our company to $273.8 million.

Loans to Management

        At December 31, 2004, we had loans outstanding to certain management employees of $2.9 million, including loans to Philip R. Yates of $1.1 million, Roger M. Prevot of $0.6 million, John E. Hamilton of $0.2 million, G. Robinson Beeson of $0.3 million, Ashok Sudan of $0.1 million, Scott G. Booth of $0.3 million and other individuals totaling $0.3 million. 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 buy stock in BMP/Graham Holdings Corp. to avoid any management ownership dilution at the time of the capital call payments. The loans mature on September 29, 2007 and March 29, 2008, respectively, and accrue interest at a rate of 6.22%. 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 on or after the maturity date of the loans.

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DESCRIPTION OF OTHER INDEBTEDNESS

Senior Credit Facility

        The Company's senior credit facility is provided by a syndicate of banks and other financial institutions led by Deutsche Bank AG Cayman Islands Branch ("DBCI"), as administrative agent, Deutsche Bank Securities Inc. ("DBSI" and together with DBCI, "DB"), as joint lead arranger and joint book-runner and arranger, Citigroup Global Markets Inc., as syndication agent, joint lead arranger and joint book-runner and arranger and Goldman Sachs Credit Partners L.P., as documentation agent and joint book-runner and arranger.

        The senior credit facility provides financing of up to $2,050 million, consisting of:

•

a $250 million revolving credit facility with a maturity of six years;



•

a $1,450 million term loan B facility with a maturity of seven years; and



•

a $350 million term loan C facility with a maturity of seven and one-half years.

        In addition, upon the occurrence of certain events, we may request an increase to the revolving credit facility and/or the term loan B facility in an aggregate amount not to exceed $50 million, subject to receipt of commitments by the revolving credit lenders or term loan B lenders, as the case may be, or other financing institutions reasonably acceptable to the administrative agent. We and CapCo I are the borrowers under the term loan facilities and the revolving credit facility, and certain of our finance subsidiaries may be designated as additional borrowers from time to time. 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.

Interest Rate and Fees

        The borrowings under the senior credit facility bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) DB's base rate, (2) the three month certificate of deposit rate plus ¹/2 of 1% and (3) the federal funds rate plus ¹/2 of 1% 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.

        The applicable margin for borrowings under the term loan C facility is 3.25% with respect to base rate borrowings and 4.25% with respect to LIBOR. The applicable margin for borrowings under the revolving credit facility and term loan B facility is 1.50% with respect to base rate borrowings and 2.50% with respect to LIBOR borrowings. The applicable margin for the revolving credit facility borrowings will be determined based upon our total leverage ratio (as defined in the senior credit facility).

        In addition to paying interest on outstanding principal under the senior credit facility, 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 0.50% per annum. 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.

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Prepayments

        The senior credit facility requires us to prepay outstanding loans, subject to certain exceptions, with:

•

50% (which percentage we expect will be reduced to 0% for any fiscal year for which our total leverage ratio is less than 3.5x) of our excess cash flow;



•

100% of the net cash proceeds in excess of $10 million per annum from all asset sales or other dispositions of property by Holdings and its subsidiaries, subject to a cap of $30 million and certain exceptions and reinvestment rights;



•

100% of the net cash proceeds of issuances of debt obligations of Holdings and its subsidiaries subject to certain exceptions;



•

50% of the net cash proceeds of issuances of our equity or the equity of Holdings (which percentage will be reduced to 0% for so long as our total leverage ratio is less than 3.5x), subject to certain exceptions.

        We may voluntarily repay outstanding loans under the senior credit facility or voluntarily reduce unutilized portions of the revolving credit facility at any time, without premium (other than in the case of the term loan C facility which shall provide for a premium in the case of both voluntary and mandatory pre-payments of 2% in year one and 1% in year two) or penalty, other than customary "breakage" costs with respect to LIBOR loans.

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THE EXCHANGE OFFER

General

        The Issuers hereby offer, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal (which together constitute the exchange offer), to exchange up to $250,000,000 aggregate principal amount of our 8¹/2% Senior Notes due 2012 and up to $375,000,000 aggregate principal amount of our 9⁷/8% Senior Subordinated Notes due 2014, which we refer to in this prospectus as the old notes, for a like aggregate principal amount of our 8¹/2% Senior Notes due 2012 and a like aggregate principal amount of our 9⁷/8% Senior Subordinated Notes due 2014, which we refer to in this prospectus as the new notes, properly tendered on or prior to the expiration date and not withdrawn as permitted pursuant to the procedures described below. The exchange offer is being made with respect to all of the old notes.

        As of the date of this prospectus, $625.0 million aggregate principal amount of the old notes is outstanding, $250.0 million aggregate principal amount of the 8¹/2% Senior Notes due 2012 and $375.0 million aggregate principal amount of the 9⁷/8% Senior Subordinated Notes due 2014. This prospectus, together with the letter of transmittal, is first being sent on or about                        , 2005, to all holders of old notes known to us. Our obligation to accept old notes for exchange pursuant to the exchange offer is subject to certain conditions set forth under "Certain Conditions to the Exchange Offer" below. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose and Effect of the Exchange Offer

        We have entered into a registration rights agreement with the initial purchasers of the old notes in which we agreed, under some circumstances, to file a registration statement relating to an offer to exchange the old notes for new notes. We also agree to use our reasonable best efforts to cause the exchange offer registration statement to become effective under the Securities Act as promptly as practicable, but in no event later than 270 days after the closing date and keep the exchange offer registration statement effective for not less than 30 business days. The new notes will have terms substantially identical to the old notes, except that the new notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the agreement. The old notes were issued on October 7, 2004.

        Under certain circumstances set forth in the registration rights agreement, we will use our reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the old notes and keep the statement, effective until the earlier of (i) two years after the closing date and (ii) such time as all of the applicable notes have been sold thereunder.

        If we fail to comply with certain obligations under the registration rights agreement, we will be required to pay additional interest to holders of the old notes.

        Each holder of old notes that wishes to exchange old notes for transferable new notes in the exchange offer will be required to make the following representations:

•

any new notes will be acquired in the ordinary course of its business;



•

the holder will have no arrangements or understanding with any person to participate in the distribution of the old notes or the new notes within the meaning of the Securities Act;



•

the holder is not an "affiliate" of ours as defined in Rule 405 of the Securities Act;



•

if the holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the new notes; and

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•

if the holder is a broker-dealer, that it will receive new notes for its own account in exchange for old notes that were acquired as a result of market making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See "Plan of Distribution."

Resale of Exchange Notes

        Based on interpretations of the SEC staff set forth in no action letters issued to unrelated third parties, we believe that new notes issued under the exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by any New Note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•

the holder is not an "affiliate" of ours within the meaning of Rule 405 under the Securities Act;



•

the new notes are acquired in the ordinary course of the holder's business; and



•

the holder does not intend to participate in the distribution of the new notes.

        Any holder who tenders in the exchange offer with the intention of participating in any manner in a distribution of the new notes:

•

cannot rely on the position of the staff of the SEC enunciated in Exxon Capital Holdings Corporation or similar interpretive letters; and



•

must comply with the registrations and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

        This prospectus may be used for an offer to resell, for the resale or for other retransfer of new notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the old notes as a result of market making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the 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 new notes. Please read the section captioned "Plan of Distribution" for more details regarding the transfer of new notes.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange any old notes properly tendered and not withdrawn prior to the expiration date. We will issue $1,000 principal amount of new notes in exchange for each $1,000 principal amount of old notes surrendered under the exchange offer. Old notes may be tendered only in integral multiples of $1,000.

        The form and terms of the new notes will be substantially identical to the form and terms of the old notes except the new notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional amounts upon our failure to fulfill our obligations under the registration rights agreement to file, and cause to be effective, a registration statement. The new notes will evidence the same debt as the old notes. The new notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the old notes.

        The exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange.

        As of the date of this prospectus, $625.0 million aggregate principal amount of the old notes are outstanding. This prospectus and a letter of transmittal are being sent to all registered holders of old notes.

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        There will be no fixed record date for determining registered holders of old notes entitled to participate in the exchange offer.

        We intend to conduct the exchange offer in accordance with the provisions of the exchange offer and registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Old notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits the holders have under the indenture relating to the old notes, except for any rights under the exchange offer and registration rights agreement that by their terms terminate upon the consummation of the exchange offer.

        We will be deemed to have accepted for exchange properly tendered old notes when we have given oral or 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 new notes from us and delivering new notes to the holders. Under the terms of the exchange offer and registration rights agreement, we reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under the caption "—Certain conditions to the Exchange Offer."

        Holders who tender old notes in the exchange offer 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 old notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read the section labeled "—Fees and Expenses" below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date; Extensions; Amendments

        The exchange offer will expire at 5:00 p.m., New York City time on                        , 2005, unless in our sole discretion we extend it.

        In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify the registered holders of old notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

        We reserve the right, in our sole discretion:

•

to extend the exchange offer or to terminate the exchange offer and to refuse to accept old notes not previously accepted if any of the conditions set forth below under "—Certain Conditions to the Exchange Offer" have not been satisfied, by giving oral or written notice of the delay, extension or termination to the exchange agent;



•

under the terms of the exchange offer and registration rights agreement, to amend the terms of the exchange offer in any manner; or



•

to delay accepting for exchange any old notes in the event we amend or extend the exchange offer.

        Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders of old notes. If we amend the exchange offer in a manner that we determine constitutes a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holder of old notes of the amendment.

        Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we will have no obligation to publish, advertise, or otherwise communicate any public announcement, other than by making a

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release to a financial news service by 9 a.m. Eastern time on the next business day after the scheduled expiration date of the exchange offer and meeting the requirements of Rule 14e-1(d) of the Exchange Act.

Certain Conditions to the Exchange Offer

        Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange any new notes for, any old notes, and we may terminate the exchange offer as provided in this prospectus before accepting any old notes for exchange if in our reasonable judgment:

•

the new notes to be received will not be tradable by the holder without restriction under the Securities Act, the Securities Exchange Act and without material restrictions under the blue sky or securities laws of substantially all of the states of the Unites States;



•

the exchange offer, or the making of any exchange by a holder of old notes, would violate applicable law or any applicable interpretation of the staff of the SEC; or



•

any action or proceeding has been instituted or threatened 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, we will not be obligated to accept for exchange the old notes of any holder that has not made to us:

•

the representations described under "—Purpose and Effect of the Exchange Offer," "—Procedures for Tendering" and "Plan of Distribution;" and



•

such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to it an appropriate form for registration of the new notes under the Securities Act.

        We 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, we may delay acceptance of any old notes by giving oral or written notice of the extension to their holders. During any such extensions, all old notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange upon the expiration of the exchange offer. We will return any old notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

        We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. We will give oral or written notice of any extension, amendment, nonacceptance or termination to the holders of the old notes as promptly as practicable.

        These conditions are for our sole benefit and we 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 in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of this right. Each right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration of the exchange offer. All conditions to the exchange offer, other than those conditions subject to government approvals, will be satisfied or waived prior to the expiration of the exchange offer.

        In addition, we will not accept for exchange any old notes tendered, and will not issue new notes in exchange for any old notes, if at the time any stop order will be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act.

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Procedures for Tendering

        Only a holder of old notes may tender the old notes in the exchange offer. To tender in the exchange offer, a holder must:

•

complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and mail or deliver the letter of transmittal or facsimile to the exchange agent 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 the old notes along with the accompanying letter of transmittal; or



•

the exchange agent must receive, prior to the expiration date, a timely confirmation of book-entry transfer of the old 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; or



•

the holder must comply with the guaranteed delivery procedures described below.

        To be tendered effectively, the exchange agent must receive any physical delivery of a letter of transmittal and other required documents at the address set forth below under "—Exchange Agent" prior to the expiration date.

        The tender by a holder that is not withdrawn prior to the expiration date will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

        The method of delivery of old notes, the letter of transmittal and all other required documents to the exchange agent is at the holder's election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. Holders should not send the letter of transmittal or old notes to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

        Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owners behalf. If the beneficial owner wished to tender on its own behalf, it must, prior to completing and executing the accompanying letter of transmittal and delivering its old notes either:

•

make appropriate arrangements to register ownership of the old notes in such owner's name; or



•

obtain a properly completed bond power from the registered holder of the old notes.

        The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

        Signatures on a letter of transmittal or a notice of withdrawal described below 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 institution" within the meaning of Rule 17Ad-15 under the Exchange Act, unless the old notes are tendered:

•

by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the accompanying letter of transmittal; or

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•

for the account of an eligible institution.

        If the accompanying letter of transmittal is signed by a person other than the registered holder of any old notes listed on the old notes, the old 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 old notes and an eligible institution must guarantee the signature on the bond power.

        If the accompanying letter of transmittal or any old 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, these persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to deliver the accompanying letter of transmittal.

        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 an signing the accompanying letter of transmittal and delivering it to the exchange agent, transmit their acceptance of the exchange offer electronically. They may do so by causing DTC to transfer the old notes to the exchange agent in accordance with its 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, to the effect that:

•

DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering old notes that are the subject of the book-entry confirmation;



•

the participant has received and agrees to be bound by the terms of the accompanying letter of transmittal, or, in the case of an agent's message relating to guaranteed delivery, that the participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and



•

the agreement may be enforced against that participant.

        We will determine in our sole discretion all outstanding questions as to the validity, form, eligibility, including time or receipt, acceptance of tendered old notes and withdrawal of tendered old notes. Our determination will be final and binding. We reserve the absolute right to reject any old notes not properly tendered or any old notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects or irregularities as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the accompanying letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we will determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent, nor any other person will incur any liability for failure to give the notification. Tenders of old notes will not be deemed made until any defects or irregularities have been cured or waived. Any old 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 to their holder without cost to the tendering holder, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

        In all cases, we will issue new notes for old notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

•

old notes or a timely book-entry confirmation of the old notes into the exchange agent's account at DTC; and

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•

a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent's message.

        By signing the accompanying letter of transmittal or authorizing the transmission of the agent's message, each tendering holder of old notes will represent or be deemed o have represented to us that, among other things:

•

any new notes that the holder receives will be acquired in the ordinary course of its business;



•

the holder has no arrangement or understanding with any person or entity to participate in the distribution of the new notes;



•

if the holder is not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution of the new notes;



•

if the holder is a broker-dealer that will receive new notes for its own account in exchange for old notes that were acquired as a result of market making activities or other trading activities, that it will deliver a prospectus, as required by law, in connection with any resale of any new notes. See "Plan of Distribution;" and



•

the holder is not an "affiliate" of ours as defined in Rule 405 of the Securities Act, or, if the holder is an affiliate, it will comply with any applicable registration and prospectus delivery requirements of the Securities Act.

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution participating in DTC's system may make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. Holders of old notes who are unable to deliver confirmation of the book-entry tender of their old notes into the exchange agent's account at DTC or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their old notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

        Holders wishing to tender their old notes but whose old notes are not immediately available or who cannot deliver their old notes, the accompanying letter of transmittal or any other available required documents to the exchange agent or comply with the applicable procedures under DTC's Automated Tender Offer Program prior to the expiration date may tender if:

•

the tender is made through an eligible institution;



•

prior to the expiration date, the exchange agent receives from the eligible 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:



•

setting forth the name and address of the holder, the registered number(s) of the old notes and the principal amount of old notes tendered;



•

stating that the tender is being made thereby; and



•

guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the accompanying letter of transmittal, or facsimile thereof, together with the old

86

notes or a book-entry confirmation, and any other documents required by the accompanying letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•

the exchange agent receives the properly completed and executed letter of transmittal, or facsimile thereof, as well as all tendered old notes in proper form for transfer or a book-entry confirmation, and all other documents required by the accompanying letter of transmittal, within three New York Stock Exchange trading days after the expiration date.

        Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

        Except as otherwise provided in this prospectus, holders of old notes may withdraw their tenders at any time prior to the expiration date.

        For a withdrawal to be effective:

•

the exchange agent must receive a written notice of withdrawal, which notice may be by telegram, telex, facsimile transmission or letter of withdrawal at one of the addresses set forth below under "—Exchange Agent," or



•

holders 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 old notes to be withdrawn;



•

identify the old notes to be withdrawn, including the principal amount of the old notes; and



•

where certificates for old notes have been transmitted, specify the name in which the old notes were registered, if different from that of the withdrawing holder.

        If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of the certificates, the withdrawing holder 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 the holder is an eligible institution.

        If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of that facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of the notices, and our determination will be final and binding on all parties. We will deem any old notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer. Any old 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 old notes tendered by book-entry transfer into the exchange agent's account at DTC according to the procedures described above, the old notes will be credited to an account maintained with DTC for old notes, promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn, old notes may be retendered by following one of the procedures described under "—Procedures for Tendering" above at any time on or prior to the expiration date.

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Exchange Agent

        The Bank of New York has been appointed as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or for the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent as follows:

By Registered or Certified Mail:	By Facsimile:	By Hand or Overnight:
The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street—7E New York, New York 10286 Attn: William Buckley	The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street New York, New York 10286 212-298-1915 Attn: William Buckley	The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street—7E New York, New York 10286 Attn: William Buckley

CONFIRM RECEIPT OF FACSIMILE
BY TELEPHONE 212-815-5788

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF THE LETTER OF TRANSMITTAL.

Fees and Expenses

        We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitations by telephone or in person by our officers and regular employees and those of our affiliates.

        We have not retained any dealer manager in connection with the exchange offer and will not make any payments to broker-dealers or other soliciting acceptance of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

        Under the terms of the registration rights agreement affiliates of the initial purchasers of the old notes will reimburse us for any such expenses we incur in connection with the exchange offer.

Transfer Taxes

        We will pay all transfer taxes, if any, applicable to the exchange of old notes under the exchange offer. 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 old 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 old notes tendered;



•

tendered old 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 old notes under the exchange offer.

        If satisfactory evidence of payment of the taxes is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed to that tendering holder.

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        Holders who tender their old notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register new notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

        Under the terms of the registration rights agreement affiliates of the initial purchasers of the old notes will reimburse us for any transfer taxes we pay.

Consequences of Failure to Exchange

        Holders of old notes who do not exchange their old notes for new notes under the exchange offer will remain subject to the restrictions on transfer of the old notes:

•

as set forth in the legend printed on the old notes as a consequence of the issuance of the old notes under the exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and



•

otherwise as set forth in the offering memorandum distributed in connection with the private offering of the old notes.

        In general, you may not offer or sell the old 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 agreement, we do not intend to register resales of the old notes under the Securities Act. Based on interpretations of the SEC staff, new notes issued under the exchange offer may be offered for resale, resold or otherwise transferred by their holders (other than any holder that is 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 the holders acquired the new notes in the ordinary course of the holders' business and the holders have no arrangement or understanding with respect to the distribution of the new notes to be acquired in the exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the new notes:

•

cannot rely on the applicable interpretations of the SEC; and



•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transactions.

Accounting Treatment

        We will record the new notes in our accounting records at the same carrying value as the old notes, which is the aggregate principal amount, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer. We will record the expenses of the exchange offer as incurred.

Other

        Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your legal, financial and tax advisors in making your own decision on what action to take.

        We may in the future seek to acquire untendered old notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. However, we have no present plans to acquire any old notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered old notes.

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DESCRIPTION OF THE NOTES

        You can find the definitions of certain terms used in this description under the subheading "—Certain Definitions." In this description, "Company" refers only to Graham Packaging Company, L.P., and not to any of its subsidiaries. In this description, 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.

        The Issuers co-issued the Senior Notes offered hereby under an indenture dated October 7, 2004 (the "Senior Notes Indenture") among themselves, the Guarantors and The Bank of New York, as trustee (the "Senior Notes Trustee").

        The Issuers co-issued the Senior Subordinated Notes offered hereby under an indenture dated October 7, 2004 (the "Senior Subordinated Notes Indenture" and, together with the Senior Notes Indenture, the "Indentures") among themselves, the Guarantors and The Bank of New York, as trustee (the "Senior Subordinated Notes Trustee" and, together with the Senior Note Trustee, the "Trustees").

        The terms of each series of the Notes include those stated in the applicable Indenture and those made part of such Indenture by reference to the Trust Indenture Act of 1939. Any reference to "Notes" or a "series" of Notes in this Description of the Notes refers to the Senior Notes or the Senior Subordinated Notes, as applicable.

        The following description is a summary of the material provisions of the Indentures and the Registration Rights Agreements. It does not restate those agreements in their entirety. We urge you to read the Indentures and the Registration Rights Agreements because they, and not this description, define your rights as holders of the Notes. Copies of the Indentures and the Registration Rights Agreements are available as set forth under "Available Information." Certain defined terms used in this description but not defined below under "—Certain Definitions" have the meanings assigned to them in the Indentures. The registered holder of any Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indentures.

Brief Description of the Notes

The Senior Notes

        The Senior Notes:

•

are general unsecured obligations of the Issuers;



•

will be 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 Debt of the Issuers;



•

will be 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.

The Senior Subordinated Notes

        The Senior Subordinated Notes:

•

are general unsecured obligations of the Issuers;



•

will be guaranteed by the Parent Guarantor and by certain subsidiaries of the Company as described below;



•

are subordinated in right of payment to all existing and future Senior Debt of the Issuers;

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•

are pari passu in right of payment with any senior subordinated Indebtedness of the Issuers; and



•

will be 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.

        As of March 31, 2005, the Company had outstanding total senior debt of approximately $2,139.5 million, of which $1,887.5 million was secured. As of March 31, 2005, an additional $167.9 million was available for borrowing under the Credit Agreements, all of which would be secured if borrowed. As indicated above and as discussed in more detail below under the caption "—Subordination," payments on the Senior Subordinated Notes are subordinated to the payment of Senior Debt. The Indentures permit the Issuers to incur additional Senior Debt, including secured debt. Certain of the Company's subsidiaries guarantee (on a subordinated basis in the case of Guarantees of the Senior Subordinated Notes) the Issuers' obligations under the Notes.

Principal, Maturity and Interest

The Senior Notes

        In this offering, the Issuers will issue $250 million aggregate principal amount of Senior Notes. The Senior Notes Indenture governing the Senior Notes provides for the issuance of additional Senior Notes having identical terms and conditions to the Senior Notes (the "Additional Senior Notes"), subject to compliance with the covenants contained in the Senior Notes Indenture. Any Additional Senior Notes will be part of the same issue as the Senior Notes offered hereby and will vote on all matters with the Senior Notes offered in this offering. The Senior Notes will mature on October 15, 2012.

        The Senior Notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof.

        Interest on the Senior Notes offered hereby will accrue at the rate of 8¹/2% per annum. Interest will be payable semi-annually in arrears on April 15 and October 15, commencing on April 15, 2005. The Issuers will make each interest payment to the holders of record of the Senior Notes on the immediately preceding April 1 and October 1.

        Interest on the Senior Notes will accrue from October 7, 2004 or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Senior Subordinated Notes

        In this offering, the Issuers will issue $375 million aggregate principal amount of Senior Subordinated Notes. The Senior Subordinated Notes Indenture governing the Senior Subordinated Notes provides for the issuance of additional Senior Subordinated Notes having identical terms and conditions to the Senior Subordinated Notes (the "Additional Senior Subordinated Notes"), subject to compliance with the covenants contained in the Senior Subordinated Notes Indenture. Any Additional Senior Subordinated Notes will be part of the same issue as the Senior Subordinated Notes offered hereby and will vote on all matters with the Senior Subordinated Notes offered in this offering. The Senior Subordinated Notes will mature on October 15, 2014.

        The Senior Subordinated Notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof.

        Interest on the Senior Subordinated Notes offered hereby will accrue at the rate of 9⁷/8% per annum. Interest will be payable semi-annually in arrears on April 15 and October 15, commencing on April 15, 2005. The Issuers will make each interest payment to the holders of record of the Senior Subordinated Notes on the immediately preceding April 1 and October 1.

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        Interest on the Senior Subordinated Notes will accrue from October 7, 2004 or, if interest has already been paid, from the date it was most recently paid. Interest will be 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 Liquidated Damages (as defined under "—Registration Rights"), if any, on that holder's Notes in accordance with those instructions. All other payments on Notes will be 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

        Each Trustee will initially act as paying agent and registrar. 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 applicable Indenture. The applicable registrar and the applicable 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 of the applicable series for a period of 15 days before a selection of Notes of such series to be redeemed.

Subordination of the Senior Subordinated Notes

        The payment of principal, interest and premium and Liquidated Damages, if any, on the Senior Subordinated Notes will be subordinated to the prior payment in full of all Senior Debt of the Issuers, including Senior Debt incurred after the date of the Senior Subordinated Indenture. Payments by the Issuers of principal, interest, premium, Liquidated Damages, if any, and other amounts on the Senior Subordinated Notes are referred to herein as "Subordinated Note Payments."

        The holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not such interest is an allowed or allowable claim under applicable law) before the holders of Senior Subordinated Notes will be entitled to receive any Subordinated Note Payments (other than Permitted Junior Securities) with respect to the Senior Subordinated Notes, in the event of any distribution to creditors of the Issuers:

(1)

in a liquidation or dissolution of an Issuer;



(2)

in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to an Issuer or its property;



(3)

in an assignment for the benefit of creditors; or



(4)

in any marshaling of an Issuer's assets and liabilities.

        The Issuers also may not make any Subordinated Note Payments in respect of the Senior Subordinated Notes if:

(1)

a payment default on any Senior Debt occurs and is continuing; or

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(2)

any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Senior Subordinated Notes Trustee receives a notice of such default (a "Payment Blockage Notice") from the holders of any Designated Senior Debt or their Representatives.

        Subordinated Note Payments may and will be resumed:

(1)

in the case of a payment default, upon the date on which such default is cured or waived; and



(2)

in the case of a nonpayment default, upon the earliest of (i) the date on which such nonpayment default is cured or waived (so long as no other event of default exists), (ii) 179 days after the date on which the applicable Payment Blockage Notice is received or (iii) the date on which Trustee receives notice from a Representative for the respective issue of Designated Senior Debt rescinding such Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.

        No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice.

        No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Senior Subordinated Notes Trustee will be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of delivery of such initial Payment Blockage Notice that in either case would give rise to a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

        If the Senior Subordinated Notes Trustee or any holder of the Senior Subordinated Notes receives a Subordinated Note Payment when the payment is prohibited by these subordination provisions such Subordinated Note Payment will be deemed to be held in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the Senior Subordinated Notes Trustee or the holder, as the case may be, will deliver the Subordinated Note Payment in trust to the holders of Senior Debt or their proper Representative.

        The Company shall promptly notify holders of Senior Debt if payment of the Senior Subordinated Notes is accelerated because of an Event of Default, provided that the failure to give such notice shall have no effect whatsoever on the subordination provisions described herein.

        As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of the Issuers, holders of Senior Subordinated Notes may recover less ratably against the Issuers than creditors of the Issuers who are holders of Senior Debt. See "Risk Factors—Risks Related to this Offering—Your rights as holders of the senior subordinated notes and guarantees thereof to receive payments will be contractually subordinated to those of holders of our senior indebtedness."

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 will not be subject to any of the restrictive covenants described in this offering circular or in the Indentures governing the Notes.

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Guarantees

General

        The obligations of the Issuers pursuant to each series of Notes, including any repurchase obligation resulting from a Change of Control, will be unconditionally guaranteed, jointly and severally, on an unsecured (and subordinated in the case of the Guarantees of the Senior Subordinated Notes) 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 a Credit Agreement (a "Senior Obligation Guarantor"). Notwithstanding the foregoing, if at any time any 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 of each series of Notes will be limited to the maximum amount (after giving effect to all guarantees by it of Senior Debt) 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 of each series of Notes could be significantly less than amounts payable with respect to the applicable series of Notes, or a Guarantor may have effectively no obligation under its Guarantee of each series of Notes. See "Risk Factors—Risks Related To This Offering—The guarantees of the notes by subsidiary guarantors may not be enforceable."

        Each Guarantee of the Senior Subordinated Notes by any Guarantor shall be expressly subordinated to all Senior Debt of such Guarantor on substantially the same terms described above under the heading "Subordination of the Senior Subordinated Notes."

        Upon the guarantee by any Restricted Subsidiary of the obligations of the Company under a Credit Agreement that is, pursuant to the first paragraph of this section, required thereby to provide a Guarantee of each series of Notes, the Company will cause each such Restricted Subsidiary (other than a Securitization Subsidiary) to execute a Guarantee of each series of Notes or Guarantee Supplements, satisfactory in form and substance to each Trustee (and with such documentation relating thereto as each Trustee may require, including, without limitation, opinions of counsel as to the enforceability of such guarantee), pursuant to which such Restricted Subsidiary will become a Guarantor of each series of Notes; provided, however, that each Guarantee of the Senior Subordinated Notes shall be subordinated to the Senior Debt of such Guarantor pursuant to subordination provisions substantially as contained in the Senior Subordinated Notes Indenture.

Release

        A Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of each series of 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

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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 applicable Indenture;

(b)

such Guarantor has delivered to the applicable 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 Credit Agreements.

Optional Redemption

The Senior Notes

        At any time on or prior to October 15, 2007, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Senior Notes issued under the Senior Notes Indenture at a redemption price of 108.5% of the principal amount of the Senior Notes, plus accrued and unpaid interest and Liquidated Damages, 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 Senior Notes issued under the Senior Notes Indenture remains outstanding immediately after the occurrence of such redemption (excluding Senior 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 Senior Notes may be redeemed, in whole or in part, at any time prior to October 15, 2008, 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 Senior Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, 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 15, 2008, the Issuers may redeem all or a part of the Senior 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 Liquidated Damages, if any, on the Senior Notes to be redeemed, if any, to the applicable redemption date, if redeemed during the twelve month period beginning on October 15 of the years indicated below:

Year	Percentage
2008	104.250	%
2009	102.125	%
2010 and thereafter	100.000	%

        The Issuers may acquire Senior 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 Senior Notes Indenture.

The Senior Subordinated Notes

        At any time on or prior to October 15, 2007, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Senior Subordinated Notes issued under the Senior Subordinated Notes Indenture at a redemption price of 109.875% of the principal amount of the Senior Subordinated Notes, plus accrued and unpaid interest and Liquidated Damages, if any, to

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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 Senior Subordinated Notes issued under the Senior Subordinated Notes Indenture remains outstanding immediately after the occurrence of such redemption (excluding Senior Subordinated 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 Senior Subordinated Notes may be redeemed, in whole or in part, at any time prior to October 15, 2009, 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 Senior Subordinated Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, 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 15, 2009, the Issuers may redeem all or a part of the Senior Subordinated 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 Liquidated Damages, if any, on the Senior Subordinated Notes to be redeemed, if any, to the applicable redemption date, if redeemed during the twelve month period beginning on October 15 of the years indicated below:

Year	Percentage
2009	104.938	%
2010	103.292	%
2011	101.646	%
2012 and thereafter	100.000	%

        The Issuers may acquire Senior Subordinated 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 Senior Subordinated Notes Indenture.

Mandatory Redemption

        The Company is not required to make mandatory redemption or sinking fund payments with respect to either series of Notes.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, each holder of the applicable series of Notes will have the right to require the Issuers to repurchase all or any part (equal to $1,000 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 applicable 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 the applicable series of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on such Notes repurchased, to 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 applicable series of 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

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the date such notice is mailed, pursuant to the procedures required by the applicable 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 applicable series of 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 applicable 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 applicable 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 of the applicable series or portions of Notes of the applicable series properly tendered pursuant to the Change of Control Offer;



(2)

deposit with the applicable paying agent an amount equal to the Change of Control Payment in respect of all Notes of the applicable series or portions of Notes of the applicable series properly tendered; and



(3)

deliver or cause to be delivered to the applicable Trustee the Notes of the applicable series properly accepted together with an officers' certificate stating the aggregate principal amount of Notes of the applicable series or portions of Notes of the applicable series being purchased by the Issuers.

        The applicable paying agent will promptly mail to each holder of the applicable series of Notes properly tendered the Change of Control Payment for such Notes, and the applicable Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note of the applicable series 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 $1,000 or an integral multiple of $1,000 in excess thereof.

        Prior to complying with any of the provisions of this "Change of Control" covenant under the Senior Subordinated Notes Indenture governing the Senior Subordinated Notes, but in any event within 90 days following a Change of Control, to the extent required to permit the Issuers to comply with this covenant, the Issuers will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The Issuers shall first comply with the covenant in the immediately preceding paragraph before they shall be required to either repurchase Senior Subordinated Notes or send the notice pursuant to the provisions described above. The Issuers' failure to comply with the covenant described in the immediately preceding paragraph and any failure to send the notice referred to in the fourth preceding paragraph as a result of the prohibition in the preceding paragraph may (with notice and lapse of time) constitute an Event of Default described in clause (3), but shall not constitute an Event of Default described in clause (1) under "Events of Default" below.

        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 applicable Indenture are applicable. Except as described above with respect to a Change of Control, the Indentures contain no provisions that permit the holders of the applicable series of 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

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compliance with the requirements set forth in the applicable 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 applicable series of 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



(2)

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 applicable series of Notes) that are assumed 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) (in the case of the Senior Subordinated Notes Indenture, only) Senior Debt of an Issuer or a Guarantor or (y) Indebtedness that ranks pari passu with the applicable series of 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 applicable series of Notes by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders of the applicable series of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, the pro rata principal amount of the applicable series of Notes) or Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the

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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 365^th 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 Asset Sale Offer to all holders of the applicable series of Notes to purchase on a pro rata basis the maximum principal amount of such Notes that may be 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 Liquidated Damages, 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 applicable 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 applicable Indenture. If the aggregate principal amount of the applicable series of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the applicable Trustee will select the applicable series of Notes to be purchased on a pro rata basis. 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 applicable series of 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 applicable Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the applicable Indenture by virtue of such conflict.

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Selection and Notice

        If less than all the Notes of the applicable series under the applicable Indenture are to be redeemed at any time, the applicable 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 as the applicable Trustee deems fair and appropriate.

        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 applicable series of Notes or a satisfaction and discharge of the applicable 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 of the applicable series in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the holder of Notes of the applicable series 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

        Each Indenture will contain covenants, including the covenants described below:

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, any Indebtedness subordinated or junior in right of payment to the applicable series of 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 applicable series of Notes, as the case may be, purchased in anticipation of satisfying a sinking fund obligation, principal

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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 (2), (3), (4), (6), (8), (9), (10), (11), (12), (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 the beginning of the first fiscal quarter commencing after the date of the Indenture, 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 immediately after the date of the applicable Indenture 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 the date of the applicable Indenture (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 applicable Indenture;



(2)

(A) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company or any direct or indirect parent corporation ("Retired Capital Stock") or Indebtedness subordinated to the applicable series of 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 applicable series of 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 applicable series of Notes or a Guarantee thereof being so redeemed, repurchased, acquired or retired for value plus the amount of any reasonable premium required to be paid under the terms of the instrument governing the Indebtedness subordinated to the applicable series of Notes or a Guarantee thereof being so redeemed, repurchased, acquired or retired, (B) such new Indebtedness is subordinated to the applicable series of Notes or any such applicable

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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 applicable 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, in connection with the Transactions 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 applicable 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 indirect parent entities after the date of the applicable Indenture,

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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, the Parent Guarantor in amounts required for it to pay:



(A)

(i) overhead, tax liabilities of the Parent Guarantor (including any distribution necessary to allow the Parent Guarantor 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 the Parent Guarantor qualifies as a Flow Through Entity, a distribution by the Parent Guarantor to the holders of the Equity Interests of the Parent Guarantor of an amount equal to the product of (x) the amount of aggregate net taxable income allocated by the Parent Guarantor to the direct or indirect holders of the Equity Interests of the Parent Guarantor for such period and (y) the Presumed Tax Rate for such period and (ii) with respect to any tax year (or portion thereof) that the Parent Guarantor 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 the Parent Guarantor 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 the Parent Guarantor 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 Transactions 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 "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified 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 applicable 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 applicable Indenture; provided, however, that for the

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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



(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 of the applicable series duly tendered by holders of the Notes of the applicable series 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 (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (B) thereof), (5), (7), (11), (13), (14), (15) and (16) 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 offering circular or in the Indentures governing the Notes.

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, with respect to (collectively, "incur") 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

105

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 the Credit Agreements 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 Agreements 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 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 (A) such Indebtedness is not reflected on the balance sheet (other than by application of FIN 45 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 (A)) and (B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and any Restricted Subsidiaries in connection with such disposition;



(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 such Restricted Subsidiary 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 and (B) if the Company or any Guarantor is the obligor on such

106

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 applicable series of Notes or of such Guarantor with respect to its applicable 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 such Restricted Subsidiary 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;



(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 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 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 applicable series of Notes or a Guarantee thereof, such Refinancing Indebtedness is subordinated to or pari passu with the applicable series of Notes or a Guarantee thereof at least to the same extent as the Indebtedness being refinanced or refunded, (C) shall not include (x) Indebtedness or Preferred Stock of a Subsidiary that is not a Guarantor that refinances Indebtedness or Preferred Stock of the Company or a Guarantor or (y) Indebtedness or Preferred Stock of the Company or a Restricted Subsidiary that refinances Indebtedness or Preferred Stock of an Unrestricted Subsidiary, (D) shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the

107

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; and (in the case of the Senior Subordinated Notes Indenture only) provided, further, that subclauses (A) and (E) of this clause (12) will not apply to any refunding or refinancing of any Senior Debt;

(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 applicable 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 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;



(18)

(a) if the Company could incur $1.00 of additional Indebtedness pursuant to the first paragraph hereof after giving effect to such borrowing, Indebtedness of Foreign Subsidiaries not otherwise permitted hereunder or (b) if the Company could not incur $1.00 of additional Indebtedness pursuant to the first paragraph hereof after giving effect to such borrowing, Indebtedness of Foreign Subsidiaries of the Issuer incurred for working capital purposes, 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 (18) 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

108

purposes of this covenant. Indebtedness under the Credit Agreements outstanding on the date on which Notes of the applicable series are first issued and authenticated under the applicable 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. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Layering (Senior Subordinated Notes Only)

        The Senior Subordinated Notes Indenture governing the Senior Subordinated Notes will provide that the Company will not, and will not permit any Restricted Subsidiary that is a Guarantor to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated or contractually junior in right of payment to any Senior Debt (including Acquired Debt) (it being understood and agreed that the lien priorities and other agreements in the intercreditor agreement entered into on the Issue Date with respect to the Credit Agreements then in effect (or any similar such agreement entered into in the future) does not give rise to subordination in right of payment as such term is used above) of the Company or such Restricted Subsidiary, as the case may be, unless such Indebtedness is either

(1)

pari passu in right of payment with the Senior Subordinated Notes or such Guarantor's Guarantee (as applicable) thereof; or



(2)

subordinate in right of payment to the Senior Subordinated Notes or such Guarantor's Guarantee (as applicable) thereof.

        Indebtedness that is unsecured or secured by a junior lien shall not be deemed to be subordinate or junior to secured indebtedness merely because it is unsecured or secured by a junior lien.

Liens (Senior Notes Only)

        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:

(3)

in the case of Liens securing Indebtedness subordinated to the Senior Notes or any such Guarantee, the Senior 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



(4)

in all other cases, the Senior Notes or the applicable Guarantee or Guarantees are equally and ratably secured,

        except that the foregoing shall not apply to:

(i)

Liens securing the Senior Notes and the related Guarantees; and



(ii)

Permitted Liens.

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Liens (Senior Subordinated Notes Only)

        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 Senior Subordinated Notes or any such Guarantee, the Senior Subordinated 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 Senior Subordinated Notes or the applicable Guarantee or Guarantees are equally and ratably secured,

        except that the foregoing shall not apply to:

(i)

Liens securing the Senior Subordinated Notes and the related Guarantees, Liens securing Senior Debt of the Company or any Guarantor and any related guarantees of such Senior Debt; and



(ii)

Permitted Liens.

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 applicable Indenture, including, without limitation, pursuant to the Senior Notes Indenture, the Senior Subordinated Notes Indenture, Existing Indebtedness or the Credit Agreements 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

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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 applicable 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 applicable Indenture pursuant to clauses (3), (10) or (18) of the second paragraph of the 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, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) and (4) 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 of a Securitization Subsidiary effected in connection with 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 applicable indenture.

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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 applicable series of Notes, the applicable Indenture and the applicable registration rights agreement pursuant to agreements reasonably satisfactory to the applicable 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 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 applicable series of Notes, the applicable Indenture and the applicable registration rights agreement; and



(6)

the Company shall have delivered to the applicable 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 applicable Indenture.

        The Successor Company will succeed to, and be substituted for, the Company under the applicable Indenture and the applicable series 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 Guarantor

        Subject to the provisions described under "—Guarantees—Release," no Guarantor (other than the Parent Guarantor) shall consolidate or merge with or into or wind up into (whether or not such

112

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 applicable Indenture pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the applicable Trustee;



(3)

immediately after such transaction no Default or Event of Default exists; and



(4)

the Company shall have delivered to the applicable 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 applicable Indenture.

        The Successor Guarantor will succeed to, and be substituted for, such Guarantor under the applicable Indenture and the applicable 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, and (2) any Guarantor may merge into or transfer all or part of its properties and assets to the Company or another Guarantor. Notwithstanding anything to the contrary herein, except as expressly permitted under the applicable 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.

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



(2)

the Company delivers to the applicable 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 Officers' 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;

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(2)

Restricted Payments and Permitted Investments (other than pursuant to clause (13) thereof) permitted by the applicable 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 applicable 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 applicable 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 applicable Indenture (including, without limitation, each of the agreements entered into in connection with the Transactions) or any amendment thereto (so long as any such amendment is not less advantageous to the holders of the Notes of the applicable series in any material respect than the original agreement as in effect on the date of the applicable 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 of the applicable series in any material respect;



(10)

the Transactions and the payment of all fees and expenses related to the Transactions, including any fees to the Sponsors;



(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 applicable 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;

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(12)

if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of the Parent Guarantor to any Permitted Holder or of the Company to the Parent Guarantor 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.

Business Activities

        The Company will not, and will not permit any Restricted Subsidiary (other than a Securitization Subsidiary) to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Subsidiaries taken as a whole.

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 of the applicable series for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the applicable Indenture or the applicable series of 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 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 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 of the applicable series 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 the Parent Guarantor is a Guarantor (there being no obligation of the Parent Guarantor 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

115

successor provision), the reports, information and other documents required to be filed and furnished to holders of the Notes of the applicable series pursuant to this covenant may, at the option of the Company, be filed by and be those of the Parent Guarantor rather than the Company.

Events of Default and Remedies

        Under each 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 of the applicable series issued under the applicable Indenture, whether or not prohibited (in the case of the Senior Subordinated Notes Indenture) by the subordination provisions of the Senior Subordinated Notes Indenture;



(2)

the Issuers default in the payment when due of interest or Liquidated Damages, if any, on or with respect to the Notes of the applicable series issued under the applicable Indenture and such default continues for a period of 30 days, and, whether or not prohibited (in the case of the Senior Subordinated Notes Indenture) by the subordination provisions of the Senior Subordinated Notes Indenture;



(3)

an Issuer or a Guarantor defaults in the performance of, or breaches any covenant, warranty or other agreement contained in the applicable 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 applicable 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.

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        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 applicable Trustee or the holders of at least 25% in principal amount of outstanding Notes of the applicable series under the applicable 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 applicable Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same shall (i) become immediately due and payable or (ii) in the case of the Senior Subordinated Notes Indenture, if there are any amounts outstanding under a Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under a Credit Agreement or five business days after the receipt by the Company and the Representative under a Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing. 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 of the applicable series 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 of the applicable series.

        Each Indenture will provide that, at any time after a declaration of acceleration with respect to the Notes of the applicable series issued under the applicable Indenture as described in the preceding paragraph, the holders of a majority in principal amount of the outstanding Notes of the applicable series issued under the applicable Indenture 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 applicable Trustee its reasonable compensation and reimbursed the applicable 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 applicable Trustee shall have received an Officers' 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 of the applicable series issued under the applicable Indenture may waive any existing Default or Event of Default under the applicable 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 applicable Trustee or the holders of the Notes of the applicable series, if within 20 days after such Event of Default arose the Company delivers an Officers' Certificate to the applicable 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 of the

117

applicable series as described above be annulled, waived or rescinded upon the happening of any such events.

        Holders of the Notes of the applicable series may not enforce the applicable Indenture or such Notes except as provided in such Indenture and under the Trust Indenture Act of 1939, as amended. Subject to the provisions of the applicable Indenture relating to the duties of the applicable Trustee, such Trustee is under no obligation to exercise any of its rights or powers under the applicable Indenture at the request, order or direction of any of the holders of the Notes of the applicable series, unless such holders have offered to such Trustee reasonable indemnity. Subject to all provisions of the applicable Indenture and applicable law, the holders of a majority in aggregate principal amount of the then outstanding Notes of the applicable series issued under such 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 each Trustee annually a statement regarding compliance with the applicable Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to each 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, will have any liability for any obligations of the Issuers under the Notes of the applicable series, the applicable Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes of the applicable series by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes of the applicable series. The waiver may not be effective to waive liabilities under the federal securities laws.

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 of the applicable series issued under the applicable Indenture ("Legal Defeasance") except for:

(1)

the rights of holders of outstanding Notes of the applicable series issued thereunder to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on such Notes when such payments are due from the trust referred to below;



(2)

the Issuers' obligations with respect to the Notes of the applicable series issued thereunder concerning issuing temporary Notes of the applicable series, registration of such Notes, mutilated, destroyed, lost or stolen Notes of the applicable series 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 applicable Trustee, and the Issuers' obligations in connection therewith; and



(4)

the Legal Defeasance provisions of the applicable 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 applicable 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 of the applicable series issued thereunder. In the event Covenant Defeasance occurs, certain events (not including nonpayment, bankruptcy, receivership, rehabilitation and insolvency events of the Company but not its Restricted

118

Subsidiaries) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the Notes of the applicable series issued thereunder.

        In order to exercise either Legal Defeasance or Covenant Defeasance under the applicable Indenture:

(1)

the Issuers must irrevocably deposit with the applicable Trustee, in trust, for the benefit of the holders of the Notes of the applicable series issued thereunder, 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 Liquidated Damages, if any, on the outstanding Notes of the applicable series issued thereunder on the stated maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes of the applicable series are being defeased to maturity or to a particular redemption date;



(2)

in the case of Legal Defeasance, the Issuers have delivered to the applicable Trustee an opinion of counsel reasonably acceptable to the applicable 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 applicable 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 of the applicable series 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 applicable Trustee an opinion of counsel reasonably acceptable to the applicable Trustee confirming that the holders of the respective outstanding Notes of the applicable series 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 91^st 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 Credit Agreements (other than the applicable 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 applicable Trustee an Officers' Certificate stating that the deposit was not made by the Issuers with the intent of preferring the holders of Notes of the applicable series over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and

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(7)

the Issuers must deliver to the applicable Trustee an Officers' 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, each Indenture or the Notes of the applicable series issued thereunder may be amended or supplemented with the consent of the holders of at least a majority in principal amount of such Notes then outstanding issued under the applicable Indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes of the applicable series), and any existing default or compliance with any provision of such Indenture or such Notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes of the applicable series issued under the applicable Indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes).

        Without the consent of each holder affected, an amendment or waiver of the applicable Indenture may not (with respect to any Notes of the applicable series held by a non-consenting holder):

(1)

reduce the principal amount of Notes of the applicable series issued thereunder 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 issued thereunder (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 issued thereunder;



(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on such Notes issued thereunder (except a rescission of acceleration of the Notes issued thereunder by the holders of at least a majority in aggregate principal amount of such Notes issued thereunder 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 such 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 Liquidated Damages, if any, on such Notes issued thereunder;



(7)

waive a redemption payment with respect to any such Note issued thereunder (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 applicable Indenture or the related definitions affecting ranking, or, in the case of the Senior Subordinated Notes, the subordination of the Senior Subordinated Notes 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 of the applicable series, the Company and the applicable Trustee may amend or supplement the applicable Indenture or the Notes of the applicable series issued thereunder:

(1)

to cure any ambiguity, defect or inconsistency;

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(2)

to provide for uncertificated Notes of the applicable series in addition to or in place of certificated Notes of the applicable series;



(3)

to provide for the assumption of the Company's obligations to holders of Notes of the applicable series 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 of the applicable series or that does not adversely affect the legal rights under the applicable Indenture of any such holder;



(5)

to comply with requirements of the SEC in order to effect or maintain the qualification of the applicable Indenture under the Trust Indenture Act; or



(6)

to add a Guarantee of such Notes.

        Notwithstanding anything to the contrary contained above, no amendment of, or supplement or waiver to, the Senior Subordinated Notes Indenture shall adversely affect the rights of the holders of any Senior Debt under the subordination provisions of such Indenture (including any defined terms as used therein) without the consent of each holder of Senior Debt (or such lesser percentage of holders of Senior Debt as may be provided for in the instruments governing such Senior Debt in order to consent to such amendment, supplement or waiver) affected thereby.

Satisfaction and Discharge

        Each Indenture will be discharged and will cease to be of further effect as to all Notes of the applicable series issued thereunder, when:

(1)

either:



(a)

all such Notes that have been authenticated, except lost, stolen or destroyed Notes of such series 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 applicable Trustee for cancellation; or



(b)

all such Notes that have not been delivered to the applicable 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 applicable 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 applicable Trustee for cancellation for principal, premium and Liquidated Damages, 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 applicable Indenture; and



(3)

the Issuers have delivered irrevocable instructions to the applicable Trustee under the applicable Indenture to apply the deposited money toward the payment of the Notes of such series issued thereunder at maturity or the redemption date, as the case may be.

        In addition, the Company must deliver an Officers' Certificate and an opinion of counsel to the applicable Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

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Concerning the Trustees

        If a Trustee becomes a creditor of an Issuer, the applicable 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. Each Trustee will be 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 of the applicable series issued under the applicable Indenture will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the applicable Trustee, subject to certain exceptions. Each Indenture provides that in case an Event of Default occurs and is continuing, the applicable 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, each Trustee will be under no obligation to exercise any of its rights or powers under the applicable Indenture at the request of any holder of Notes of the applicable series, unless such holder has offered to such Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

        The Indentures, the Notes and the Guarantees will be governed by, and construed in accordance with, the laws of the State of New York.

Registration Rights

        The Company and the Guarantors entered into Registration Rights Agreements with respect to the old notes with the Initial Purchasers on October 7, 2004. In those agreements, the Company and the Guarantors agreed for the benefit of the holders of the old notes to use their reasonable best efforts to file with the SEC and cause to become effective registration statements relating to an offer to exchange (the "Exchange Offer") the old notes of the applicable series offered hereby for a series of SEC-registered notes with terms identical to such old notes being exchanged (except that the new notes will not be subject to restrictions on transfer or to Liquidated Damages as described below). The new notes will be guaranteed by the Guarantors of the old notes of the applicable series as of the date of issuance of the new notes.

        When the SEC declares the exchange offer registration statement effective, the Company will offer the new notes of the applicable series in return for the Notes of the applicable series. The Exchange Offer will remain open for at least 20 business days after the date the Company mails notice of the Exchange Offer to noteholders. For each Old Note surrendered under the Exchange Offer, the noteholder will receive a New Note of the applicable series of equal principal amount. Interest on each New Note will accrue from the last interest payment date on which interest was paid on the old notes of the applicable series or, if no interest has been paid on such old notes, from the date of initial issuance.

        If applicable interpretations of the staff of the SEC do not permit the Company and the Guarantors to effect the Exchange Offer, they will use their reasonable best efforts to cause to become effective a shelf registration statement (the "Shelf Registration Statement") relating to resales of the old notes and to keep that shelf registration statement effective until the expiration of the time period referred to in Rule 144(k) under the Securities Act, or such shorter period that will terminate when all old notes covered by the Shelf Registration Statement have been sold. The Company and the guarantors will, in the event of such a shelf registration, provide to each noteholder copies of a prospectus, notify each noteholder when the Shelf Registration Statement has become effective and take certain other actions to permit resales of the old notes. A noteholder that sells old notes under the Shelf Registration Statement generally will be required to be named as a selling security holder in

122

the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the applicable Registration Rights Agreement that are applicable to such a noteholder (including certain indemnification obligations).

        If the Exchange Offer is not completed (or, if required, the Shelf Registration Statement is not declared effective) on or before the date that is 300 days after the date of the applicable Indenture, the annual interest rate borne by the Notes of the applicable series will be increased by an amount ("Liquidated Damages") equal to 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) until the Exchange Offer is completed or the Shelf Registration Statement is declared effective.

        If the Company effects the Exchange Offer, it will be entitled to close the Exchange Offer 20 business days after commencement of the Exchange Offer, provided that the Company has accepted all old notes validly surrendered in accordance with the terms of the Exchange Offer. Old notes not tendered in the Exchange Offer will bear interest at the applicable rate set forth on the cover page of this prospectus and be subject to all the terms and conditions specified in the applicable Indenture, including transfer restrictions.

        This summary of the provisions of the Registration Rights Agreements 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 Agreements, copies of which are available from the Company upon request.

Consent to Jurisdiction and Service of Process

        Each Issuer will irrevocably and unconditionally: (1) submit itself and its property in any legal action or proceeding relating to each 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) consent that any such action or proceeding may be brought in such courts and waive 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) appoint 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.

Certain Definitions

        Set forth below are certain defined terms used in the Indentures. Reference is made to the Indentures 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.

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        "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 of the applicable series offered hereby 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 Senior Notes or the Senior Subordinated Notes, as the case may be, at October 15, 2008 or October 15, 2009, respectively (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 Senior Notes or the Senior Subordinated Notes, as the case may be, through October 15, 2008 or October 15, 2009, respectively (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 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 applicable 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;



(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 (with the exception of Investments in Unrestricted Subsidiaries acquired pursuant to clause (1) of the definition of "Permitted Investments");

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(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;



(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; and



(11)

any exchange of assets for assets related to a Permitted Business of comparable market value, as determined in good faith by the Company, which in the event of an exchange of assets with a fair market value in excess of (1) $10.0 million shall be evidenced by a certificate of a Responsible Officer of the Company, and (2) $20.0 million shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Company.

        "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:

(1)

with respect to a corporation, the board of directors of the corporation;



(2)

with respect to a partnership, the Board of Directors of the general partner or manager of the partnership; and



(3)

with respect to any other Person, 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."

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        "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;



(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;

provided that for purposes of determining whether Senior Debt has been paid in full pursuant to the subordination provisions of the Senior Subordinated Notes Indenture, the term "Cash Equivalents" shall not include obligations of the type referred to in clause (6) or (7), above.

        "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

126

(3)

(A) prior to the first public offering of common stock of either the Parent Guarantor or the Company, the first day on which the Board of Directors of the Parent Guarantor 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, a majority of whom were directors on the date of the applicable Indenture or whose election or nomination for election was previously approved by a majority of such 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 Parent Guarantor or the Company, (i) if such public offering is of common stock of the Parent Guarantor, the first day on which a majority of the members of the Board of Directors of the Parent Guarantor 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 or 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 payments and receipts (if any) pursuant to interest rate Hedging Obligations, but excluding amortization of deferred financing fees, expensing of any bridge or other financing fees and expenses and any interest expense on Indebtedness of a third party that is not an Affiliate of the Parent Guarantor or any of its Subsidiaries and that is attributable to supply or lease arrangements as a result of consolidation under FIN 46R or attributable to "take-or-pay" contracts accounted for in a manner similar to a capital lease under EITF 01-8, 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), (b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, Securitization Fees) and (c) interest expense with respect to any Indebtedness of any Person other than the Company or a Restricted Subsidiary that is guaranteed by the Company or any Restricted Subsidiary or that is secured by a lien on any assets of the Company or any Restricted Subsidiary, 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 applicable Indenture) including, without limitation, any severance expense including any direct transition expenses

127

related to the Transactions, and fees, expenses or charges related to any offering of Equity Interests of such Person, any Investment, acquisition or Indebtedness permitted to be incurred hereunder (in each case, whether or not successful), including all fees, expenses, charges and change in control payments related to the Transactions, 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 the Parent Guarantor 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)

any increase in amortization or depreciation 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 or conforming accounting principles in connection with the Transactions or any acquisition that is consummated prior to or after the date of the applicable Indenture shall be excluded;



(9)

accruals and reserves that are established within twelve months after the date of the applicable Indenture and that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded;



(10)

any non-cash impairment charges resulting from the application of Statements of Financial Accounting Standards No. 142 and No. 144 and the amortization of intangibles pursuant to Statement of Financial Accounting Standards No. 141, 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 if 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

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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; providedthat 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; and

(13)

cost of sales will be reflected on a FIFO basis.

        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, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) 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 (iii) 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 applicable series of 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 Officers' Certificate on the incurrence date thereof.

        "Credit Agreements" means the Credit Agreement to be 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 to be 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

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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.

        "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 Officers' 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 Officers' 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."

        "Designated Senior Debt" means:

(1)

any Indebtedness outstanding under the Credit Agreements; and



(2)

any other Senior Debt permitted under the Senior Subordinated Notes Indenture the principal amount of which is $25.0 million or more and that has been designated by the Company in the instrument evidencing that Senior Debt as "Designated Senior Debt."

        "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 of the applicable series or the date the Notes of the applicable series 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 clauses 3, 12, 13 and 14) 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 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 of such Person for such period, plus

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(3)

for periods ending on or prior to September 30, 2005, an amount representing incremental employee benefit plan costs as a result of the Transactions, which amount shall be deemed to be equal to $0.4 million for the fiscal quarter ended September 30, 2004, $0.4 million for the fiscal quarter ended June 30, 2004, $0.4 million for the fiscal quarter ended March 31, 2004 and $1.3 million for the fiscal quarter ended December 31, 2003; plus



(4)

Consolidated Depreciation and Amortization Expense of such Person for such period, plus



(5)

any reasonable expenses or charges related to any Equity Offering, Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under the applicable Indenture or to the Transactions, plus



(6)

the amount of any restructuring charges as set forth in an Officers' Certificate, plus



(7)

the minority interest expense consisting of subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary in such period or any prior period, except to the extent of dividends declared or paid on Equity Interests held by third parties, plus



(8)

the non-cash portion of "straight line" rent expense, plus



(9)

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 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



(10)

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



(11)

without duplication, any other non-cash charges (including any impairment charges and the impact of purchase accounting, including, but not limited to, the amortization of inventory step-up) (excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period), plus



(12)

for periods ending on or prior to September 30, 2005, an amount representing insurance cost savings as a result of the Transactions, which amount shall be deemed to be $1.225 million for each of the fiscal quarters ended September 30, 2004, June 30, 2004, March 31, 2004 and December 31, 2003, plus



(13)

for periods ending on or prior to September 30, 2005, an amount representing incremental cost savings as a result of the Transactions, which amount shall be deemed to be $8.75 million for each of the fiscal quarters ended September 30, 2004, June 30, 2004, March 31, 2004 and December 31, 2003, plus



(14)

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) the minority

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interest income consisting of subsidiary losses attributable to the minority equity interests of third parties in any non-Wholly Owned Subsidiary, (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.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

        "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 Officers' 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 applicable Indenture (including the Notes issued on the date of the applicable Indenture and any exchange Notes issued in exchange therefore).

        "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

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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 (including the Transactions), 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 (including the Transactions), 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 (including the Transactions) 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 (including the Transactions) 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 Officers' 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 Officers' Certificate at the time of such execution and (iii) that any related incurrence of Indebtedness is permitted pursuant to the applicable 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 this Description of the Notes, the term "consolidated" with respect

133

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,

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 a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness or other obligations.

        "Guarantee" means any guarantee of the obligations of the Issuers under the applicable Indenture and the applicable series of Notes by a Guarantor in accordance with the provisions of the applicable Indenture. When used as a verb, "Guarantee" shall have a corresponding meaning.

        "Guarantor" means any Person that incurs a Guarantee of the applicable series of Notes; provided that upon the release and discharge of such Person from its Guarantee in accordance with the applicable 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

134

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



(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



(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 FIN 46R or attributable to "take-or-pay" contracts accounted for in a manner similar to a capital lease under EITF 01-8, 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 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.

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        "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 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 applicable Indenture and not in connection with the Transactions 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.

        "Liquidated Damages" has the meaning given such term under "—Registration Rights."

        "Management Group" means the group consisting of the directors, executive officers and other management personnel of the Company and the Parent Guarantor, as the case may be, on the date of the applicable 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 the Parent Guarantor, as the case may be, was approved by a vote of a majority of the directors of the Company or the Parent Guarantor, as the case may be, then still in office who were either directors on the date of the applicable Indenture or whose election or nomination was previously so approved and (2) executive officers and other management personnel of the Company or the Parent Guarantor, as the case may be, hired at a time when the directors on the date of the applicable Indenture together with the

136

directors so approved constituted a majority of the directors of the Company or the Parent Guarantor, as the case may be.

        "Moody's" means Moody's Investors Service, Inc.

        "Net Income" means, with respect to any Person, the net income (loss) of such Person, 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 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.

        "Officers' Certificate" means a certificate signed on behalf of the Company by two Officers of the Company, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements set forth in the Indenture.

        "Parent Guarantor" means Graham Packaging Holdings Company.

        "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 applicable 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."

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        "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 applicable Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

        "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 applicable Indenture and Investments made pursuant to binding commitments in effect on the date of the applicable 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;

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(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);



(14)

Investments of a Restricted Subsidiary acquired after the date of the applicable 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 applicable 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 Junior Securities" means unsecured debt of an Issuer or any successor corporation or equity securities of any direct or indirect parent entity or any successor corporation, in each case issued pursuant to a plan of reorganization or readjustment of the Issuer or Issuers, as applicable, that are subordinated to the payment of all then outstanding Senior Debt at least to the same extent that the Senior Subordinated Notes are subordinated to the payment of all Senior Debt outstanding on the date of the Senior Subordinated Notes Indenture, provided that if any Senior Debt of the Company or any Guarantor, as applicable, outstanding on the date of consummation of any such plan of reorganization

139

or readjustment is not paid in full in cash on such date, the holders of any such Senior Debt not so paid in full in cash have consented to the terms of such plan of reorganization or readjustment.

        "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;



(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;

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(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 applicable 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;



(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;

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(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 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 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 applicable Indenture; and



(26)

Liens securing Obligations under the Credit Agreements; provided that the principal amount of Indebtedness secured by such Liens pursuant to this clause (26) does not exceed $2,200 million.

        "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Preferred Stock" means any Equity Interest with preferential rights of payment of dividends upon liquidation, dissolution or winding up.

        "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 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 the Board of Directors 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 an Independent Financial Advisor.

        "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,

142

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.

        "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.

        "Representative" means the trustee, agent or representative (if any) for an issue of Senior Debt; provided that if, and for so long as, any Senior Debt lacks such representative, then the Representative for such Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Senior Debt.

        "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 and Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.

        "SEC" means the Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

        "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

143

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 Officers' Certificate certifying that such designation complied with the foregoing conditions.

        "Senior Debt" means the principal of, premium, if any, and 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) on any Indebtedness and any Securitization Repurchase Obligation of any Issuer (or of any Guarantor), whether outstanding on the date of the Senior Subordinated Notes Indenture or thereafter created, incurred or assumed, unless, in the case of any particular obligation, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such obligation shall not be senior in right of payment to the Senior Subordinated Notes. Without limiting the generality of the foregoing, "Senior Debt" shall also include the principal of, premium, if any, 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) on, and all other amounts owing in respect of (including guarantees of the foregoing obligations):

(1)

all monetary obligations of every nature of any Issuer or any Guarantor under, or with respect to, the Credit Agreements and the Senior Notes, including, without limitation, obligations to

144

pay principal, premium and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

(2)

all Hedging Obligations (and guarantees thereof),

in each case whether outstanding on the date of the Senior Subordinated Notes Indenture or thereafter incurred.

        Notwithstanding the foregoing, "Senior Debt" shall not include:

(1)

any Indebtedness of the Company or any Guarantor to the Company or a Restricted Subsidiary (other than any Securitization Repurchase Obligation);



(2)

Indebtedness to, or guaranteed on behalf of, any director, officer or employee of the Company or any Subsidiary of the Company (including, without limitation, amounts owed for compensation);



(3)

Indebtedness to trade creditors and other amounts incurred in connection with obtaining goods, materials or services (including guarantees thereof or instruments evidencing such liabilities); provided that obligations incurred pursuant to the Credit Agreements shall not be excluded pursuant to this clause (3);



(4)

Indebtedness represented by Capital Stock;



(5)

any liability for federal, state, local or other taxes owed or owing by the Company or any Guarantor;



(6)

that portion of any Indebtedness incurred in violation of the covenant contained under the caption "Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (6) if the holder(s) of such obligation or their representative shall have received an officer's certificate (and/or a representation or warranty) from an Issuer or a Guarantor, as applicable, to the effect that the incurrence of such Indebtedness does not (or, in the case of revolving credit indebtedness, that the incurrence of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate such provisions of the Indenture);



(7)

Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the respective Issuer or Guarantor, as applicable; and



(8)

any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of the Company (it being understood and agreed that the lien priorities and other agreements in the intercreditor agreement entered into on the Issue Date with respect to the Credit Agreements then in effect (or any similar such agreement entered into in the future) does not give rise to subordination in right of payment as such term is used above).

        "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.

        "Specified Financings" means the financings included in the Transactions.

        "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

145

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 of the applicable series and (b) with respect to any Guarantor of the Notes of the applicable series, any Indebtedness of such Guarantor that is by its terms subordinated in right of payment to its Guarantee of the Notes of the applicable series.

        "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 O-I Plastic, (ii) the Credit Agreements, (iii) the offering of the Notes and (iv) the refinancing of the existing Indebtedness 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 October 15, 2008 or October 15, 2009, as the case may be; provided, however, that if the period from such redemption date to October 15, 2008 or October 15, 2009, as the case may be, 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

146

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 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 applicable Trustee by promptly filing with applicable Trustee a copy of the board resolution giving effect to such designation and an Officers' 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.

147

BOOK-ENTRY; DELIVERY AND FORM

The Global Notes

        The certificates representing the new notes will be issued in fully registered form. Except as described below, the new notes will be initially represented by one or more global notes in fully registered form without interest coupons. The global notes will be deposited with, or on behalf of DTC and registered in the name of Cede & Co., as nominee of DTC, or will remain in the custody of the trustee pursuant to the FAST Balance Certificate Agreement between DTC and the trustee.

        Ownership of beneficial interests in each global note will be limited to persons who have accounts with DTC, which we refer to as DTC participants, or persons who hold interests through DTC participants. We expect that under procedures established by DTC, ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC, with respect to interests of DTC participants, and the records of DTC participants, with respect to other owners of beneficial interests in the global note.

Certain Book-Entry Procedures for the Global Notes

        The descriptions of the operations and procedures of DTC, Euroclear and Clearstream, Luxembourg set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. Neither we nor the initial purchasers take any responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters.

        DTC has advised us that it is:

•

a limited purpose trust company organized under the laws of the State of New York;



•

a "banking organization" within the meaning of the New York Banking Law;



•

a member of the Federal Reserve System;



•

a "clearing corporation" within the meaning of the Uniform Commercial Code, as amended; and



•

a "clearing agency" registered pursuant to Section 17A of the Exchange Act of 1934 (the "Exchange Act").

        DTC was created to hold securities for its participants (collectively, the "Participants") and facilitates the clearance and settlement of securities transactions between Participants through electronic book-entry changes to the accounts of its Participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC's Participants include securities brokers and dealers (including the initial purchasers), banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the "Indirect Participants") that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Investors who are not Participants may beneficially own securities held by or on behalf of DTC only through Participants or Indirect Participants.

        We expect that pursuant to procedures established by DTC (1) upon deposit of each Global Note, DTC will credit the accounts of Participants designated by the initial purchasers with an interest in the Global Note and (2) ownership of the notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of Participants) and the records of Participants and the Indirect Participants (with respect to the interests of persons other than Participants).

148

        The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Accordingly, the ability to transfer interests in the notes represented by a Global Note to such persons may be limited. In addition, because DTC can act only on behalf of its Participants, who in turn act on behalf of persons who hold interests through Participants, the ability of a person having an interest in notes represented by a Global Note to pledge or transfer such interest to persons or entities that do not participate in DTC's system, or to otherwise take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.

        So long as DTC or its nominee is the registered owner of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by the Global Note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of Certificated Notes, and will not be considered the owners or holders thereof under the indentures for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee thereunder. Accordingly, each holder owning a beneficial interest in a Global Note must rely on the procedures of DTC and, if such holder is not a Participant or an Indirect Participant, on the procedures of the Participant through which such holder owns its interest, to exercise any rights of a holder of notes under the indentures or such Global Note. We understand that under existing industry practice, in the event that we request any action of holders of notes, or a holder that is an owner of a beneficial interest in a Global Note desires to take any action that DTC, as the holder of such Global Note, is entitled to take, DTC would authorize the Participants to take such action and the Participants would authorize holders owning through such Participants to take such action or would otherwise act upon the instruction of such holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such notes.

        Payments with respect to the principal of, and premium, if any, and interest on (including additional interest, if any), any notes represented by a Global Note registered in the name of DTC or its nominee on the applicable record date will be payable by the trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the Global Note representing such notes under the indenture. Under the terms of the indenture, we and the trustee may treat the persons in whose names the notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payment thereon and for any and all other purposes whatsoever. Accordingly, neither we nor the trustee has or will have any responsibility or liability for the payment of such amounts to owners of beneficial interests in a Global Note (including principal, premium, if any, and interest, including additional interest, if any). Payments by the Participants and the Indirect Participants to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of the Participants or the Indirect Participants and DTC.

        Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream, Luxembourg will be effected in the ordinary way in accordance with their respective rules and operating procedures.

        Subject to compliance with the transfer restrictions applicable to the notes, cross market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream, Luxembourg participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, Luxembourg, as the case may be, by its respective depositary; however, such cross market transactions will require delivery of instructions to Euroclear or Clearstream, Luxembourg, as the case may be, by the counterparts in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear

149

or Clearstream, Luxembourg, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream, Luxembourg participants may not deliver instructions directly to the depositories for Euroclear or Clearstream, Luxembourg.

        Because of time zone differences, the securities account of a Euroclear or Clearstream, Luxembourg participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream, Luxembourg participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream, Luxembourg) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream, Luxembourg as a result of sales of interests in the Global Notes by or through a Euroclear or Clearstream, Luxembourg participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream, Luxembourg cash account only as of the business day for Euroclear or Clearstream, Luxembourg following DTC's settlement date.

        Although DTC, Euroclear and Clearstream, Luxembourg have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, Luxembourg, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream, Luxembourg or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Notes

        If:

•

we notify the trustee in writing that DTC is no longer willing or able to act as a depositary or DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days of such notice or cessation; or



•

an event of default has occurred and is continuing and the registrar has received a request from DTC to issue Certificated Notes,

then, upon surrender by DTC of the Global Notes, Certificated Notes will be issued to each person that DTC identifies as the beneficial owner of the notes represented by the Global Notes. Upon any such issuance, the trustee is required to register such Certificated Notes in the name of such person or persons (or the nominee of any thereof) and cause the same to be delivered thereto.

        Neither we nor the trustee shall be liable for any delay by DTC or any Participant or Indirect Participant in identifying the beneficial owners of the related notes and each such person may conclusively rely on, and shall be protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the notes to be issued).

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following discussion is a summary of certain United States federal income tax consequences of the acquisition, ownership and disposition of the notes by an initial beneficial owner of notes that purchases its notes at the initial offering price set forth on the cover of this Prospectus and, for United States federal income tax purposes, is a "Non-U.S. Holder," as defined below. This discussion is based upon the United States federal tax law now in effect, which is subject to change, possibly retroactively. For purposes of the following discussion, a Non-U.S. Holder is:

•

an individual who is not a citizen or resident of the United States;



•

a corporation or other entity treated as a corporation for United States federal income tax purposes that is not organized or created under United States law;



•

an estate that is not taxable in the United States on its worldwide income; or



•

a trust unless (a) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of the trust or (b) such trust has in effect a valid election to be treated as a domestic trust for United States federal income tax purposes.

        If a partnership or other entity or arrangement treated as a partnership for United States federal income tax purposes holds notes, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership investing in notes, you should consult your tax advisor.

        The tax treatment of holders of the notes may vary depending upon their particular situations. Certain holders (including banks, holders of 10% of our voting power, holders who are "controlled foreign corporations" with respect to us and holders who do not acquire the notes in the initial offering or who do not hold the notes as a capital asset) may be subject to special rules not discussed below. Prospective investors should consult their tax advisors regarding the United States federal tax consequences of acquiring, holding, and disposing of notes as well as any tax consequences that may arise under the laws of any foreign, state, local, or other taxing jurisdiction.

Withholding Taxes

        Payments of principal and interest on the notes generally will not be subject to United States withholding taxes, provided that you furnish a statement, signed under penalties of perjury, that includes your name and address and certifies that you are either (i) a Non-U.S. Holder or (ii) entitled to an exemption from withholding tax on interest under a tax treaty between the United States and your country of residence, in compliance with applicable requirements. These certifications are generally made on Form W-8BEN. Further, neither we nor our paying agent may have actual knowledge to the contrary.

        If you do not qualify for the exemption from tax described above, you generally will be subject to United States withholding tax at a flat rate of 30% (or lower applicable treaty rate) on payments of interest, unless your income from the notes is effectively connected with a United States trade or business and you satisfy certain other certification and disclosure requirements. See "—United States Trade or Business" below.

        The rules regarding withholding are complex and vary depending on your individual situation. They are also subject to change. You should consult your tax advisor regarding the specific methods for satisfying these requirements.

151

Sale or Retirement of Notes

        If you sell a note or it is redeemed, you will not be subject to United States federal income tax on any gain recognized unless:

•

the gain is effectively connected with a trade or business that you conduct in the United States; or



•

you are an individual who is present in the United States for at least 183 days during the year in which you dispose of the note and certain other conditions are satisfied.

        You will not recognize taxable gain or loss for United States federal income tax purposes on the exchange of your notes pursuant to the exchange offer. See "Exchange Offer; Registration Rights."

United States Trade or Business

        If you hold your note in connection with a trade or business that you are conducting in the United States:

•

any interest on the note, and any gain from disposing of the note, generally will be subject to United States federal income tax on a net income basis in the same manner as if you were a United States person; and



•

if you are a corporation, you may be subject to the "branch prots tax" on your earnings that are effectively connected with your United States trade or business, including earnings from the note. This tax is 30%, but may be reduced or eliminated by an applicable income tax treaty.

Information Reporting and Backup Withholding

        We must generally report to the Internal Revenue Service ("IRS") the amount of interest paid, the name and address of the recipient, and the amount, if any, of tax withheld. These information reporting requirements apply even if no tax was required to be withheld. A similar report is sent to the recipient of the interest. In general, backup withholding will not apply to interest on the notes paid by us or our paying agents, in their capacity as such, to a Non-U.S. Holder if the Non-U.S. Holder has provided the required certification that it is a Non-U.S. Holder.

        In general, information reporting and backup withholding will not apply to proceeds from the sale or redemption of notes paid to a Non-U.S. Holder if the Non-U.S. Holder has provided the required certification that it is a Non-U.S. Holder.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a Non-U.S. Holder can be refunded or credited against the Non-U.S. Holder's United States federal income tax liability, if any, provided that the required information is furnished to the IRS in a timely manner.

152

SECURITY OWNERSHIP

        The following table and accompanying footnote set forth certain information regarding beneficial ownership of the limited partnership and general partnership interests in the Company and the stock of CapCo. I, as of the date hereof, by (i) each person who is known by either the Company or CapCo. I to own beneficially more than 5% of their respective interests, (ii) each member of the Advisory Committee and each of the executive officers of the Company and (iii) all members of the Board of Directors and the executive officers of CapCo. I as a group:

Issuer	Name and Address of Beneficial Owner	Type of Interest	Percentage Of Interest
Graham Packaging Company, L.P.	Graham Packaging Holdings Company	Limited Partnership	99	%
	Opco GP(1)	General Partnership	1	%
GPC Capital Corp. I	Graham Packaging Company, L.P.	Common Stock	100	%

(1)

Opco GP is a wholly owned subsidiary of Holdings.

PLAN OF DISTRIBUTION

        Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new 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 new notes received in exchange for old notes where the old notes were acquired as a result of market making activities or other trading activities. To the extent any such broker-dealer participates in the exchange offer and so notifies us, or causes us to be so notified in writing, we have agreed that for a period of 90 days after the date of this prospectus, we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale, and will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal.

        We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own accounts pursuant to the 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 new notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the new notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of new notes and any commissions or concessions received by these 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 offer, including the expenses of one counsel for the holders of the old notes, other than commissions or concessions of any brokers or dealers and will indemnify the holders of old notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act. By its acceptance of the exchange offer, any broker-dealer that receives new notes pursuant to the exchange offer hereby agrees to notify us prior to using the prospectus in connection with the sale or transfer of new notes, and acknowledges and agrees that, upon receipt of notice from us of the happening of any event which makes any statement in this

153

prospectus untrue in any material respect or which requires the making of any changes in this prospectus in order to make the statements therein not misleading or which may impose upon us disclosure obligations that may have a material adverse effect on us (which notice we agree to deliver promptly to such broker-dealer) such broker-dealer will suspend use of this prospectus until we have notified such broker-dealer that delivery of this prospectus may resume and has furnished copies of any amendment or supplement to this prospectus to such broker-dealer.

LEGAL MATTERS

        Certain legal matters as to the validity of the exchange notes and the exchange guarantees offered hereby will be passed upon for us and certain of the exchange guarantors by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York and certain matters relating to certain of the exchange guarantors will be passed upon by Schnader, Harrison, Segal & Lewis LLP, Philadelphia, Pennsylvania.

EXPERTS

        The consolidated financial statements of Graham Packaging Holdings Company at December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004 included in this prospectus and the related financial statement schedules included elsewhere in the registration statement have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein, and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

        The combined financial statements of Owens-Illinois Plastic Container Business at December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        Holdings files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read or copy any document Holdings files at the public reference room maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this information may also be obtained by mail from the SEC's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, the Holdings filings with the SEC are also available to the public on the SEC's internet web site at www.sec.gov.

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INDEX TO FINANCIAL STATEMENTS

	Page Number
Consolidated Financial Statements of Graham Packaging Holdings Company
Report of Independent Registered Public Accounting Firm	F-2
Audited Financial Statements	F-3
Consolidated Balance Sheets at December 31, 2004 and 2003	F-3
Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002	F-4
Consolidated Statements of Partners' Capital (Deficit) for the years ended December 31, 2004, 2003 and 2002	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002	F-6
Notes to Consolidated Financial Statements	F-7
Condensed Consolidated Financial Statements of Graham Packaging Holdings Company (Unaudited)
Condensed Consolidated Balance Sheets at March 31, 2005 and December 31, 2004	F-46
Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and March 28, 2004	F-47
Condensed Consolidated Statements of Partner's' Capital (Deficit) for the year ended December 31, 2004 and the three months ended March 31, 2005	F-48
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and March 28, 2004	F-49
Notes to Condensed Consolidated Financial Statements	F-50
Combined Financial Statements for Owens-Illinois Plastic Container Business
Report of Independent Registered Public Accounting Firm	F-71
Combined Results of Operations for the years ended December 31, 2003, 2002 and 2001	F-72
Combined Balance Sheets at December 31, 2003 and 2002	F-73
Combined Net Parent Investment for the years ended December 31, 2003, 2002 and 2001	F-75
Combined Cash Flows for the years ended December 31, 2003, 2002 and 2001	F-76
Notes to Combined Financial Statements	F-77
Combined Financial Statements of Owens-Illinois Plastic Container Business (Unaudited)
Combined Results of Operations for the nine months ended September 30, 2004 and 2003	F-89
Combined Balance Sheets at September 30, 2004 and December 31, 2003	F-92
Combined Cash Flows for the nine months ended September 30, 2004 and 2003	F-93
Notes to Combined Financial Statements	F-94

F-1

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, 2004 and 2003, 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, 2004. Our audits also included financial statement schedules I and II listed in Item 21. 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. 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, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2004 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.

DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania

March 29, 2005

F-2

Graham Packaging Holdings Company

Consolidated Balance Sheets

(In thousands)

		December 31,
		2004			2003
ASSETS
Current assets:
	Cash and cash equivalents	$	22,131		$	7,067
	Accounts receivable, net		246,518			96,456
	Inventories		235,094			66,568
	Deferred income taxes		57,500			310
	Prepaid expenses and other current assets		42,260			18,912
Total current assets			603,503			189,313
Property, plant and equipment:
	Machinery and equipment		1,692,483			1,041,524
	Land, buildings and leasehold improvements		264,808			105,392
	Construction in progress		110,814			37,680
			2,068,105			1,184,596
Less accumulated depreciation and amortization			653,112			561,354
Property, plant and equipment, net			1,414,993			623,242
Intangible assets			84,190			1,301
Goodwill			350,784			17,288
Other non-current assets			98,147			44,950
Total assets		$	2,551,617		$	876,094
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
	Accounts payable	$	191,971		$	70,833
	Accrued expenses		154,413			99,922
	Current portion of long-term debt		25,654			12,157
Total current liabilities			372,038			182,912
Long-term debt			2,439,551			1,085,292
Deferred income taxes			138,839			3,955
Other non-current liabilities			21,627			13,075
Minority interest			13,662			12,400
Commitments and contingent liabilities (see Notes 19 and 20)			—			—
Partners' capital (deficit):
	General partners		(22,314	)		(20,282	)
	Limited partners		(428,774	)		(390,182	)
	Notes and interest receivable for ownership interests		(2,920	)		(2,749	)
	Accumulated other comprehensive income (loss)		19,908			(8,327	)
Total partners' capital (deficit)			(434,100	)		(421,540	)
Total liabilities and partners' capital (deficit)		$	2,551,617		$	876,094

See accompanying notes to consolidated financial statements.

F-3

Graham Packaging Holdings Company

Consolidated Statements of Operations

(In thousands)

	Year Ended December 31,
	2004			2003			2002
Net sales	$	1,352,955		$	978,736		$	906,705
Cost of goods sold		1,160,458			795,770			742,604
Gross profit		192,497			182,966			164,101
Selling, general, and administrative expenses		87,422			66,841			63,732
Impairment charges		6,996			2,509			5,129
Operating income		98,079			113,616			95,240
Interest expense		140,832			97,063			82,080
Interest income		(332	)		(477	)		(296	)
Other (income) expense, net		(1,086	)		(325	)		179
(Loss) income before income taxes and minority interest		(41,335	)		17,355			13,277
Income tax (benefit) provision		(2,148	)		6,809			4,002
Minority interest		1,445			796			1,713
Net (loss) income	$	(40,632	)	$	9,750		$	7,562
Net (loss) income allocated to general partners	$	(2,032	)	$	487		$	378
Net (loss) income allocated to limited partners	$	(38,600	)	$	9,263		$	7,184

See accompanying notes to consolidated financial statements.

F-4

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
Consolidated balance at January 1, 2002		$	(21,147	)	$	(406,764	)	$	(2,443	)	$	(54,700	)	$	(485,054	)
	Net income for the year		378			7,184			—			—			7,562
	Changes in fair value of derivatives		—			—			—			6,909			6,909
	Additional minimum pension liability		—			—			—			(2,051	)		(2,051	)
	Cumulative translation adjustment		—			—			—			12,477			12,477
	Comprehensive income														24,897
	Interest on notes receivable for ownership interests		—			—			(150	)		—			(150	)
Consolidated balance at December 31, 2002			(20,769	)		(399,580	)		(2,593	)		(37,365	)		(460,307	)
	Net income for the year		487			9,263			—			—			9,750
	Changes in fair value of derivatives		—			—			—			3,808			3,808
	Additional minimum pension liability		—			—			—			706			706
	Cumulative translation adjustment		—			—			—			24,524			24,524
	Comprehensive income														38,788
	Stock compensation expense		—			135			—			—			135
	Interest on notes receivable for ownership interests		—			—			(156	)		—			(156	)
Consolidated balance at December 31, 2003			(20,282	)		(390,182	)		(2,749	)		(8,327	)		(421,540	)
	Net loss for the year		(2,032	)		(38,600	)		—			—			(40,632	)
	Changes in fair value of derivatives		—			—			—			5,813			5,813
	Additional minimum pension liability		—			—			—			(992	)		(992	)
	Cumulative translation adjustment		—			—			—			23,414			23,414
	Comprehensive loss											—			(12,397	)
	Stock compensation expense		—			8			—			—			8
	Interest on notes receivable for ownership interests		—			—			(171	)		—			(171	)
Consolidated balance at December 31, 2004		$	(22,314	)	$	(428,774	)	$	(2,920	)	$	19,908		$	(434,100	)

See accompanying notes to consolidated financial statements.

F-5

Graham Packaging Holdings Company

Consolidated Statements of Cash Flows

(In thousands)

			Year Ended December 31,
			2004			2003			2002
Operating activities:
Net (loss) income			$	(40,632	)	$	9,750		$	7,562
	Adjustments to reconcile net (loss) income to net cash provided by operating activities:
		Depreciation and amortization		114,364			71,784			75,840
		Amortization of debt issuance fees		27,654			11,671			4,572
		Impairment charges		6,996			2,509			5,129
		Accretion of Senior Discount Notes		—			623			16,739
		Unrealized loss on termination of cash flow hedge accounting		—			4,783			—
		Stock compensation expense		8			135			—
		Minority interest		1,445			796			1,713
		Foreign currency transaction (gain) loss		(1,067	)		(1,309	)		27
		Interest receivable for ownership interests		(171	)		(156	)		(150	)
	Changes in operating assets and liabilities, net of acquisitions/sales of businesses:
		Accounts receivable		(14,149	)		8,926			(6,265	)
		Inventories		(24,311	)		(2,581	)		(4,017	)
		Prepaid expenses and other current assets		(17,571	)		229			(3,879	)
		Other non-current assets and liabilities		1,073			(13,328	)		(414	)
		Accounts payable and accrued expenses		53,822			(8,130	)		(4,488	)
Net cash provided by operating activities				107,461			85,702			92,369
Investing activities:
	Purchases of property, plant and equipment			(154,282	)		(100,592	)		(93,868	)
	Proceeds from sale of property, plant and equipment			2,359			8,766			1,431
	Acquisitions of/investments in businesses, net of cash acquired			(1,230,563	)		(4,112	)		—
	Net proceeds from (expenditures for) sales of businesses			—			19			(4,193	)
Net cash used in investing activities				(1,382,486	)		(95,919	)		(96,630	)
Financing activities:
	Proceeds from issuance of long-term debt			2,872,524			1,071,164			496,227
	Payment of long-term debt			(1,505,534	)		(1,045,180	)		(494,880	)
	Contributions (to) from minority shareholders			(182	)		2,931			—
	Debt issuance fees			(78,389	)		(20,700	)		—
Net cash provided by financing activities				1,288,419			8,215			1,347
Effect of exchange rate changes				1,670			1,770			1,181
Increase (decrease) in cash and cash equivalents				15,064			(232	)		(1,733	)
Cash and cash equivalents at beginning of year				7,067			7,299			9,032
Cash and cash equivalents at end of year			$	22,131		$	7,067		$	7,299
Supplemental disclosures
Non-cash investing and financing activities:
	Accruals related to investing and financing activities		$	7,337		$	13,324		$	—

See accompanying notes to consolidated financial statements.

F-6

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004

1.    Summary of Significant Accounting Policies

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 Agreements (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. Since October 7, 2004 the consolidated financial statements of the Company include the operations of Graham Packaging Acquisition Corp. and subsidiaries thereof, as a result of the acquisition of the blow molded plastic container business of Owens-Illinois, Inc. ("O-I Plastic"). (Refer to Note 3 for a discussion of this acquisition). 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.

Description of Business

        The Company focuses on the sale of value-added plastic packaging products principally to large, multinational companies in the food and beverage, household, personal care/specialty and automotive lubricants categories. The Company has manufacturing facilities in Argentina, Belgium, Brazil, Canada, Ecuador, Finland, France, Hungary, Mexico, the Netherlands, Poland, Spain, Turkey, the United Kingdom, the United States and Venezuela.

Revenue Recognition

        The Company recognizes revenue when the title and risk of loss have passed to the customer, there is persuasive evidence of an arrangement, delivery has occurred, the sales price is determinable and collectability is reasonably assured. Revenue is recognized at time of shipment. Sales are recorded net of discounts, rebates and returns.

Shipping and Handling Costs

        Shipping and handling costs are included as a component of cost of goods sold in the consolidated statements of operations.

F-7

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.

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. See Note 5.

Property, Plant and Equipment

        Property, plant and equipment are stated at cost. Depreciation and amortization are computed by the straight-line method over the estimated useful lives of the various assets ranging from 3 to 31.5 years. Interest costs are capitalized during the period of construction of capital assets as a component of the cost of acquiring these assets.

        The Company accounts for its molds in accordance with Emerging Issues Task Force ("EITF") 99-5, "Accounting for Pre-Production Costs Related to Long-Term Supply Arrangements." All molds, whether owned by the Company or its customers, are included in machinery and equipment in the consolidated balance sheet.

Intangible Assets

        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 1 to 20 years. See Note 7.

Goodwill

        Goodwill is not amortized but is tested annually for impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired, and written down to fair value if considered impaired. See Notes 6, 8 and 21.

Other Non-current Assets

        Other non-current assets primarily include debt issuance fees and prepaid pension assets. Debt issuance fees totaled $75.3 million and $23.8 million as of December 31, 2004 and 2003, respectively. These amounts are net of accumulated amortization of $2.5 million and $27.5 million as of December 31, 2004 and 2003, respectively. Amortization is computed by the effective interest method over the term of the related debt.

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 Statement of Financial Accounting Standards ("SFAS") 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The Company uses a probability-weighted estimate of

F-8

the future undiscounted net 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 estimates fair value using the probability-weighted expected future cash flows discounted at a risk-free rate.

Derivatives

        The Company accounts for derivatives under SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS 138. These standards establish 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. 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 ("OCI") and will be recognized in the income statement when the hedged item affects earnings.

        During 2003, the Company entered into four interest rate swap agreements, under which the Company receives variable interest based on the Eurodollar Rate (the applicable interest rate offered to banks in the London interbank eurocurrency market) and pays fixed interest at a weighted average rate of 2.60%, on $400.0 million of term loans. During 2004, the Company entered into four additional interest rate swap agreements, under which the Company receives variable interest based on the Eurodollar rate and pays fixed interest at a weighted average rate of 3.89%, on $700.0 million of term loans. Also in 2004, the Company entered into an interest rate cap agreement, under which the Company would receive interest on $200.0 million notional amount of variable rate debt based on the Eurodollar rate to the extent the rate exceeds 4.50% prior to January of 2006. The interest rate swaps are accounted for as cash flow hedges. The hedges are highly effective as defined in SFAS 133. The effective portion of the cash flow hedges is recorded in OCI and was an unrealized gain of $3.4 million as of December 31, 2004. Approximately 66% of the amount recorded within OCI is expected to be recognized as interest expense in the next twelve months. Failure to properly document the Company's interest rate swaps as effective hedges would result in income statement recognition of all or part of the cumulative $3.4 million unrealized gain recorded in OCI as of December 31, 2004.

        The Company entered into interest rate swap agreements to hedge the exposure to increasing rates with respect to a prior senior credit agreement. These interest rate swaps were accounted for as cash flow hedges. In connection with the closing of a subsequent senior credit agreement in 2003, these swaps no longer qualified for hedge accounting. As such, the Company recorded a non-cash charge of approximately $4.8 million within interest expense as a result of the reclassification into expense of the remaining unrealized loss on these interest rate swap agreements. These interest rate swap agreements expired at various points through September 2003. The effective portion of the change in fair value of these swaps from January 1, 2003 to February 14, 2003 was recorded in OCI and was an unrealized gain of $1.5 million. The change in fair value of these swaps after February 14, 2003 was recognized in earnings and resulted in a reduction of interest expense of $4.8 million for the year ended December 31, 2003, offsetting the $4.8 million non-cash charge recorded on February 14, 2003.

F-9

        SFAS 133 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 the Company's interest rate swaps as cash flow hedges would result in income statement recognition of all or part of any future unrealized gain or loss recorded in OCI. The potential income statement impact resulting from a failure to adhere to this policy makes this policy critical to the financial statements.

        The Company also enters into forward exchange contracts, when considered appropriate, to hedge the exchange rate exposure on transactions that are denominated in a foreign currency. These forward contracts are accounted for as fair value hedges. During the year ended December 31, 2003, there was no net gain or loss recognized in earnings as a result of fair value hedges. At December 31, 2004 the Company had foreign currency forward exchange contracts to purchase (euro)1.6 million with a fair value of $2.1 million.

Benefit Plan Accruals

        The Company has several defined benefit plans, under which participants earn a retirement benefit based upon a formula set forth in the plan. The Company records expense related to these plans using actuarially determined amounts that are calculated under the provisions of SFAS 87, "Employer's Accounting for Pensions."

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

        Foreign currency translation adjustments, changes in fair value of derivatives designated and accounted for as cash flow hedges and additional minimum pension liability adjustments are included in OCI and added with net income to determine total comprehensive income, which is displayed in the Consolidated Statements of Partners' Capital (Deficit).

F-10

        The components of accumulated other comprehensive income (loss) consisted of:

		Cash Flow Hedges			Additional Minimum Pension Liability			Cumulative Translation Adjustment			Total
		(In thousands)
Balance at January 1, 2002		$	(13,145	)	$	(1,938	)	$	(39,617	)	$	(54,700	)
	Change		6,909			(2,051	)		12,477			17,335
Balance at December 31, 2002			(6,236	)		(3,989	)		(27,140	)		(37,365	)
	Change		3,808			706			24,524			29,038
Balance at December 31, 2003			(2,428	)		(3,283	)		(2,616	)		(8,327	)
	Change		5,813			(992	)		23,414			28,235
Balance at December 31, 2004		$	3,385		$	(4,275	)	$	20,798		$	19,908

Income Taxes

        The Company does 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. Certain U.S. subsidiaries acquired as part of O-I Plastic are corporations 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.

Option Plans

        The Company accounts for equity based compensation to employees using the intrinsic value method prescribed in Accounting Principles Board Opinion ("APB") 25, "Accounting for Stock Issued to Employees." SFAS 123, "Accounting For Stock Based Compensation," established accounting and disclosure requirements using a fair-value based method of accounting for equity based employee compensation plans. The exercise prices of all Units (as defined in Note 16) were equal to or greater than the fair market value of the Units on the dates of the grants and, accordingly, no compensation cost has been recognized under the provisions of APB 25. However, as part of the North American reduction in force that occurred in 2003, certain individuals were terminated and were allowed to keep their Unit options, resulting in compensation cost for the year ended December 31, 2003 under SFAS 123 of $0.1 million. Under SFAS 123, compensation cost is measured at the grant date based on the value of the award and is recognized over the service (or vesting) period. Had compensation cost for all option plans been determined under SFAS 123, based on the fair market values at the grant

F-11

dates, the Company's pro forma net (loss) income for 2004, 2003 and 2002 would have been reflected as follows (in thousands):

	Year Ended December 31,
	2004			2003		2002
As reported	$	(40,632	)	$	9,750	$	7,562
Pro forma		(40,952	)		9,525		7,057

        The weighted average fair values at date of grant for options granted in 2004 and 2003 were $7,064 and $3,292 per Option, respectively. The fair value of each Option is estimated on the date of the grant using the Minimum Value option pricing model with the following weighted-average assumptions used for Units granted in 2004: pay out yield 0%, expected volatility of 0%, risk free interest rate of 3.3% and expected life of 4.5 years; and in 2003: pay out yield 0%, expected volatility of 0%, risk free interest rate of 2.64% and expected life of 4.5 years.

Postemployment Benefits

        The Company maintains a supplemental income plan, which provides postemployment benefits to a certain employee of the Company. Accrued postemployment benefits of approximately $2.1 million and $1.6 million as of December 31, 2004 and 2003, respectively, were included in other non-current liabilities.

Financial Instruments

        In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This statement establishes standards for how a registrant classifies and measures certain financial instruments with characteristics of both liabilities and equity. This statement was effective for financial instruments entered into or modified after May 31, 2003, and otherwise was effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatorily redeemable financial instruments of nonpublic entities and mandatorily redeemable non-controlling interests in subsidiaries. This statement was effective for mandatorily redeemable financial instruments on January 1, 2004 for the Company. The adoption of SFAS 150 has not had a significant impact on the Company's results of operations or financial position, except for the acquisition of Masko Graham, which is discussed in Note 3.

Leases

        In May 2003, the EITF reached a consensus on EITF 01-8, "Determining Whether an Arrangement Contains a Lease." EITF 01-8 provides guidance for determining whether an arrangement contains a lease that is within the scope of SFAS 13, "Accounting for Leases," and is effective for arrangements initiated after the beginning of the first interim period beginning after May 28, 2003. Arrangements initiated after June 29, 2003 have been accounted for in accordance with EITF 01-8.

F-12

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.

New Accounting Pronouncements

        In November 2004, the FASB issued SFAS 151, "Inventory Costs—an amendment of APB No. 43, Chapter 4," which is the result of its efforts to converge U.S. accounting standards for inventories with International Accounting Standards. SFAS 151 requires abnormal amounts of idle facility expense, freight, handling costs and wasted material (spillage) to be recognized as current-period charges. It also requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Therefore, the Company will be required to adopt SFAS 151 on January 1, 2006. The adoption of SFAS 151 will not have a significant impact on the Company's results of operations or financial position.

        In December 2004, the FASB issued SFAS 123(R), "Share-Based Payment." SFAS 123(R) revises SFAS 123, "Accounting for Stock-Based Compensation" and requires companies to expense the fair value of employee stock options and other forms of stock-based compensation. Under SFAS 123(R), companies are to (1) use fair value to measure stock-based compensation awards and (2) cease using the "intrinsic value" method of accounting, which APB 25 allowed and resulted in no expense for many awards of stock options for which the exercise price of the option equaled the price of the underlying stock at the grant date. In addition, SFAS 123(R) retains the modified grant date model from SFAS 123. Under that model, compensation cost is measured at the fair value of an award on the grant date and adjusted to reflect actual forfeitures and the outcome of certain conditions. The fair value of an award is not remeasured after its initial estimation on the grant date (except in the case of a liability award or if the award is modified). For the Company, SFAS 123(R) will be effective as of the beginning of the first annual reporting period beginning after December 15, 2005. Therefore, the Company will be required to adopt SFAS 123(R) on January 1, 2006. The Company is currently in the process of assessing the impact of the adoption of SFAS 123(R) on its results of operations and financial position.

Reclassifications

        Certain reclassifications have been made to the 2003 and 2002 financial statements to conform to the 2004 presentation.

2.    1998 Recapitalization

        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) BMP/Graham Holdings Corporation, a Delaware corporation ("Investor LP") formed by Blackstone Capital Partners III Merchant Banking Fund L.P., and BCP/Graham Holdings L.L.C., a Delaware limited liability company and a wholly owned subsidiary

F-13

of Investor LP ("Investor GP" and together with Investor LP, the "Equity Investors") agreed to a recapitalization of Holdings (the "Recapitalization"). Closing under the Recapitalization Agreement occurred on February 2, 1998.

        As a result of the consummation of the Recapitalization, Investor LP owns an 81% limited partnership interest in Holdings and Investor GP owns a 4% general partnership interest in Holdings. Certain Graham Entities (the Graham Family Investors) or affiliates thereof or other entities controlled by Donald C. Graham and his family, have retained a 1% general partnership interest and a 14% 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.

3.    Acquisitions

Purchase of additional interest in Masko Graham Joint Venture

        On March 30, 2001, the Company acquired an additional 1% interest in Masko Graham Joint Venture ("Masko Graham") for a then total interest of 51%. On December 29, 2003, Masko Graham redeemed a portion of the shares owned by the minority partners, thereby increasing the Company's interest by an additional 6.75%, bringing the Company's then total interest to 57.75%. On December 29, 2003, the Company agreed to buy the remaining shares owned by the minority partners. On April 15, 2004, the Company purchased the remaining interest. The total purchase price (including acquisition-related costs) for the 100% interest in the operating assets was $18.4 million, net of liabilities assumed. The investment was accounted for under the equity method of accounting prior to March 30, 2001. The acquisition was recorded on March 30, 2001 and December 29, 2003 under the purchase method of accounting and, accordingly, the results of operations of Masko Graham were consolidated in the financial statements of the Company beginning on March 30, 2001. The purchase price has been allocated to assets acquired and liabilities assumed based on fair values. The allocated fair value of assets acquired and liabilities assumed is summarized as follows (in thousands):

Current assets	$	3,847
Property, plant and equipment.		8,495
Goodwill		11,792
Elimination of minority interest		5,788
Total		29,922
Less liabilities assumed		11,474
Net cost of acquisition	$	18,448

F-14

Purchase of O-I Plastic

        On October 7, 2004, the Company acquired O-I Plastic. With 2004 pro forma sales of $2.2 billion, the Company has essentially doubled in size. The Company believes that the acquisition has enabled it to:

•

enhance its position as the leading supplier in value-added plastic packaging, by adding breadth and diversity to its portfolio of blue-chip customers;



•

optimize the complementary technology portfolios and product development capabilities of the Company and O-I Plastic to pursue attractive conversion opportunities across all product categories;



•

begin to realize significant cost savings by eliminating overlapping and redundant corporate and administrative functions, targeting productivity improvements at O-I Plastic's facilities, consolidating facilities in geographic proximity to make them more cost-efficient and rationalizing plants and individual production lines with unattractive economics and/or cost structures. It should be noted that there are significant one-time costs associated with these cost savings; and



•

apply its proven business model, management expertise and best practices to deliver innovative designs and enhanced service levels to its combined customer base.

        The Company acquired O-I Plastic for a total purchase price (including acquisition-related costs) of $1,230.8 million, subject to certain adjustments. The acquisition was recorded under the purchase method of accounting and, accordingly, the results of the acquired operation are included in the financial statements of the Company beginning on October 7, 2004. The initial purchase price has been allocated to assets acquired and liabilities assumed based on estimated fair values. The purchase price allocation is preliminary pending a final determination of the purchase price and a final valuation of the assets and liabilities. The initial allocated fair value of assets acquired and liabilities assumed is summarized as follows (in thousands):

Cash.	$	10,860
Accounts receivable, net.		130,343
Inventories		141,445
Deferred income taxes		48,239
Prepaid expenses and other current assets		11,312
Total current assets		342,199
Property, plant and equipment		732,057
Intangible assets.		81,000
Goodwill		334,109
Other non-current assets		1,928
Total		1,491,293
Less liabilities assumed		260,467
Net cost of acquisition	$	1,230,826

F-15

Pro Forma Information

        The following table sets forth unaudited pro forma results of operations, assuming that all of the above acquisitions had taken place at the beginning of each period presented:

	Year Ended December 31,
	2004			2003
	(In millions)
Net sales	$	2,239		$	2,071
Net loss	$	(38	)	$	(392	)

        These unaudited pro forma results have been prepared for comparative purposes only and include certain adjustments, such as additional depreciation and amortization expense as a result of a step-up in the basis of fixed assets and intangible assets, reduced minority interest, increased interest expense on acquisition debt and related tax effects. They do not purport to be indicative of the results of operations which actually would have resulted had the combinations been in effect at the beginning of each period presented, or of future results of operations of the entities.

        The purchase agreement related to O-I Plastic contains a stated purchase price of $1,200.0 million, which was paid on October 7, 2004, subject to adjustments based on the level of working capital acquired, indebtedness assumed, and certain other measures. The Company and the sellers are in the process of resolving certain adjustments to the purchase price and these adjustments could be material. In addition, the purchase agreement provides information on certain net operating loss carryforwards for U.S. federal income tax purposes ("NOL's") that are allocated from the sellers to O-I Plastic. The ultimate amount of such NOL's will not be known until the sellers complete their federal income tax returns for 2004; however the purchase agreement provides that the NOL's will at least equal $100 million. A deferred income tax asset of $39.2 million related to NOL's of $100 million has been included in the purchase price allocation above.

        The finalization of the O-I Plastic purchase price and the NOL's acquired, as well as the finalization of appraisals, could have a material impact on the purchase price allocation above.

4.    Accounts Receivable

        Accounts receivable are presented net of an allowance for doubtful accounts of $8.9 million and $7.6 million at December 31, 2004 and 2003, respectively. Management performs ongoing credit evaluations of its customers and generally does not require collateral.

        The Company had sales to one customer which exceeded 10% of total sales in each of the years ended December 31, 2004, 2003 and 2002. The Company's sales to this customer were 14.9%, 14.6% and 16.4% of total sales for the years ended December 31, 2004, 2003 and 2002, respectively. The Company also had sales to one other customer which exceeded 10% of total sales in each of the years ended December 31, 2004 and 2003. The Company's sales to this customer were 10.2% and 11.2% of total sales for the years ended December 31, 2004 and 2003, respectively. For the year ended December 31, 2004, approximately 70%, 29% and 1% of the sales to these two customers were made in North America, Europe and South America, respectively. The Company also had sales to a third customer of 10.6% of total sales for the year ended December 31, 2003.

F-16

5.    Inventories

        Inventories, at lower of cost or market, consisted of the following:

	December 31,
	2004		2003
	(In thousands)
Finished goods	$	161,007	$	42,760
Raw materials and parts		74,087		23,808
	$	235,094	$	66,568

6.    Impairment Charges

        During 2004, the Company evaluated the recoverability of its long-lived assets in the following locations (with the operating segment under which it reports in parentheses) due to a significant change in the ability to utilize certain assets:

•

France (Europe);



•

Spain (Europe); and



•

the United States (North America).

        During 2003, the Company evaluated the recoverability of its long-lived assets in the following locations (with the operating segment under which it reports in parentheses) due to indicators of impairment as follows:

•

Germany (Europe)—the Company's commitment to a plan to sell this location; and



•

the United States (North America)—a significant change in the ability to utilize certain assets.

        During 2002, the Company evaluated the recoverability of its long-lived assets in the following locations (with the operating segment under which it reports in parentheses) due to indicators of impairment as follows:

•

Germany (Europe)—the Company's commitment to a plan to sell this location; and



•

Certain plant in Louisiana (North America)—the Company's commitment to a plan to close this location.

        For assets to be held and used, the Company determined that the undiscounted cash flows were below the carrying value of certain long-lived assets in these locations. Accordingly, the Company adjusted the carrying values of these long-lived assets in these locations to their estimated fair values, resulting in impairment charges of $7.0 million and $1.9 million for the years ended December 31, 2004 and 2003, respectively.

        For assets to be disposed of, the Company adjusted the carrying values of these long-lived assets in these locations to the lower of their carrying values or their estimated fair values less costs to sell, resulting in impairment charges of $0.6 million and $5.1 million for the years ended December 31, 2003 and 2002, respectively. These assets have no remaining carrying amount as of December 31, 2004. Discrete financial information is not available for these assets that are held for disposal.

F-17

        The Company has determined that there was no goodwill impairment for the years ended December 31, 2004, 2003 and 2002.

7.    Intangible Assets

        The gross carrying amount and accumulated amortization of the Company's intangible assets subject to amortization as of December 31, 2004 were as follows:

	Gross Carrying Amount		Accumulated Amortization			Net		Amortization period (years)
	(In thousands)
Patented Technology	$	22,415	$	(597	)	$	21,818	9 to 13.5 years
Customer Relationships		34,303		(725	)		33,578	3.75 to 20 years
Licensing Agreement		28,000		(637	)		27,363	11 years
Non-Compete Agreement		1,539		(108	)		1,431	1 to 5 years
Total	$	86,257	$	(2,067	)	$	84,190

        Amortization expense for the year ended December 31, 2004 was $2.1 million. Estimated aggregate amortization expense for each of the next five years ending December 31 is as follows (in thousands):

2005	$	6,713
2006		6,707
2007		6,681
2008		6,602
2009		6,527

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, 2003	$	3,515		$	1,333		$	718		$	5,566
Goodwill acquired during the year		—			11,797			—			11,797
Foreign currency translation adjustments		—			(64	)		(11	)		(75	)
Balance at December 31, 2003		3,515			13,066			707			17,288
Goodwill acquired during the year		329,659	*		4,450			—			334,109
Foreign currency translation and other adjustments		—			(600	)		(13	)		(613	)
Balance at December 31, 2004	$	333,174		$	16,916		$	694		$	350,784

*

$329,659 of goodwill associated with the acquisition of O-I Plastic is included in the North America segment. This goodwill has not been allocated to the other reporting segments as it is not

F-18

practicable to complete this allocation until the final determination of the purchase price and related allocations to the fair value of assets acquired and liabilities assumed has been made.

9.    Accrued Expenses

        Accrued expenses consisted of the following:

	December 31,
	2004		2003
	(In thousands)
Accrued employee compensation and benefits	$	51,545	$	23,591
Accrued interest		19,015		21,257
Minority interest purchase		—		13,324
Other		83,853		41,750
	$	154,413	$	99,922

        For the years ended December 31, 2003 and 2002, the Company incurred costs of employee termination benefits in France of $5.1 million and $9.0 million, respectively, which included the legal liability of severing 149 employees. The Company terminated 25 of these employees as of December 31, 2002. The remaining 124 employees were terminated during the year ended December 31, 2003. The majority of the cash payments for these termination benefits have been made as of December 31, 2004. For the year ended December 31, 2003, the Company incurred costs of employee termination benefits in North America of $2.1 million, which included the legal liability of severing 39 employees, all of which were terminated as of December 31, 2003. Substantially all of the cash payments for these termination benefits are expected to be made by December 31, 2007. The disposal activities initiated in 2003 and 2004 were accounted for in accordance with SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities." For the year ended December 31, 2004, the Company incurred costs of employee termination benefits in the United States, as a result of redundancy in corporate staff related to the acquisition of O-I Plastic, of $1.1 million, which included the legal liability of severing 53 employees, 45 of which were terminated as of December 31, 2004. In accordance with EITF 95-3, "Recognition of Liabilities in Connection with a Purchase Business Combination," these costs were treated as having been assumed in the purchase business combination of O-I Plastic and included in the allocation of the acquisition cost. Substantially all of the cash payments for these termination benefits have been made as of December 31, 2004. For the year ended December 31, 2004, the Company accrued costs of employee termination benefits in the United States related to plant closures of $3.3 million, in accordance with EITF 95-3. This liability was treated as having been assumed in the purchase business combination of O-I Plastic and included in the allocation of the acquisition cost. (Refer to Note 3 for a discussion of this acquisition). No employees of the plants scheduled to be closed have been terminated as of December 31, 2004. Substantially all of the cash payments for these termination benefits are expected to be made by December 31, 2005.

F-19

        The following table reflects a rollforward of these costs, primarily included in accrued employee compensation and benefits (in thousands):

	France Reduction in Force			2003 North America Reduction in Force			2004 United States Reduction in Force			United States Plant Closures		Total
Reserves at December 31, 2002	$	9,015		$	—		$	—		$	—	$	9,015
Increase in reserves		5,076			2,068			—			—		7,144
Cash payments		(13,296	)		(630	)		—			—		(13,926	)
Reserves at December 31, 2003		795			1,438			—			—		2,233
Increase in reserves		262			16			1,133			3,294		4,705
Cash payments		(426	)		(677	)		(1,056	)		—		(2,159	)
Reserves at December 31, 2004	$	631		$	777		$	77		$	3,294	$	4,779

10.    Debt Arrangements

        Long-term debt consisted of the following:

	December 31,
	2004		2003
	(In thousands)
Term loans	$	1,800,000	$	568,000
Revolving loan		19,000		14,500
Revolving credit facilities		7,707		5,739
Senior Notes		250,000		—
Senior Subordinated Notes (New)		375,000		—
Senior Subordinated Notes (Old)		—		325,000
Senior Discount Notes		—		169,000
Capital leases		11,208		13,052
Other		2,290		2,158
		2,465,205		1,097,449
Less amounts classified as current		25,654		12,157
	$	2,439,551	$	1,085,292

        The majority of the Company's prior credit facilities were refinanced on October 7, 2004 in connection with the acquisition of O-I Plastic (the "Transactions"). The Operating Company, Holdings, CapCo I and a syndicate of lenders entered into a new credit agreement (the "Credit Agreement") and second-lien credit agreement (the "Second-Lien Credit Agreement" and, together with the Credit Agreement, the "Credit Agreements"). The Credit Agreements consist of a term loan B to the Operating Company with an initial term loan commitment totaling $1,450.0 million and a second-lien term loan with an initial term loan commitment of $350.0 million (the "Term Loans" or "Term Loan Facilities") and a $250.0 million revolving credit facility (the "Revolving Credit Facility"). The

F-20

obligations of the Operating Company under the Credit Agreements are guaranteed by Holdings and certain other subsidiaries of Holdings. The term loan B is payable in quarterly installments and requires payments of $14.5 million in 2005, $14.5 million in 2006, $14.5 million in 2007, $14.5 million in 2008, $14.5 million in 2009, $14.5 million in 2010 and $1,363.0 million in 2011. The second-lien term loan is payable in 2012. The Revolving Credit Facility expires on October 7, 2010. Availability under the Company's Revolving Credit Facility as of December 31, 2004 was $221.9 million (as reduced by $9.1 million of outstanding letters of credit). Interest under the Credit Agreement 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 1.25% 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 2.25% to 2.75%. A commitment fee of 0.50% is due on the unused portion of the revolving loan commitment. Interest under the Second-Lien Credit Agreement is payable at (a) the ABR plus a margin of 3.25%; or (b) the "Eurodollar Rate" plus a margin of 4.25%. In addition, the Credit Agreements contain 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 December 31, 2004 the Company was only subject to a capital expenditure limitation covenant, and was in compliance with this covenant.

        Substantially all domestic tangible and intangible assets of the Company are pledged as collateral pursuant to the terms of the Credit Agreements.

        The Transactions also included the issuance of $250.0 million in Senior Notes of the Operating Company and $375.0 million in Senior Subordinated Notes of the Operating Company (collectively "the Notes"). The Notes are unconditionally guaranteed by Holdings and mature on October 7, 2012 (Senior Notes) and October 7, 2014 (Senior Subordinated Notes). Interest on the Senior Notes is payable semi-annually at 8.50% and interest on the Senior Subordinated Notes is payable semi-annually at 9.875%.

        During 2003, the Operating Company entered into four interest rate swap agreements that effectively fix the interest rate on $400.0 million of variable rate debt under the Company's prior credit agreement, on $300.0 million through March 24, 2006 at a weighted average rate of 2.54% and on $100.0 million through September 11, 2006 at 2.80%.

        During 2004, the Operating Company entered into four forward starting interest rate swap agreements that effectively fix the interest rate on $700.0 million of the Term Loans at a weighted average rate of 3.89%. These swaps go into effect at various points in 2006 and expire in December 2007 ($500.0 million) and January 2008 ($200.0 million). In addition, the Operating Company in 2004 entered into a $200.0 million interest rate cap that expires in January 2006.

        The Credit Agreements and Notes contain a number of significant covenants that, among other things, restrict the Company's 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 Agreements, the Company is required to satisfy specified financial ratios and tests beginning with the first quarter of 2005.

F-21

        Under the Credit Agreements, 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 liabilities, legal, accounting and other professional fees and expenses; and



•

to fund purchases and redemptions of equity interests of Holdings or Investor LP 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 Revolving Credit Loans was 5.28% and 5.18% at December 31, 2004 and 2003, respectively, excluding the effect of interest rate swaps.

        The Company had several variable-rate revolving credit facilities denominated in U.S. Dollars, Brazilian Real, Turkish Lira and Polish Zloty, with aggregate available borrowings at December 31, 2004 equivalent to $10.8 million. The Company's average effective interest rate on borrowings of $7.7 million on these credit facilities at December 31, 2004 was 13.1%. The Company's average effective interest rate on borrowings of $5.7 million on these credit facilities at December 31, 2003 was 7.6%.

        Interest paid during 2004, 2003 and 2002, net of amounts capitalized of $1.8 million, $1.6 million and $1.5 million, respectively, and inclusive of tender and call premiums on debt retired during 2004 of $15.2 million, totaled $115.4 million, $74.5 million and $62.0 million, respectively.

        The annual debt service requirements of the Company for the succeeding five years are as follows: 2005—$25.7 million; 2006—$17.1 million; 2007—$21.0 million; 2008—$14.9 million; and 2009—$14.8 million.

11.    Fair Value of Financial Instruments and Derivatives

        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 fair values of the variable-rate, long-term debt instruments approximate their carrying amounts. The fair value of other long-term debt was based on market price information. Other long-term debt includes $250.0 million of Senior Notes and $375.0 of Senior Subordinated Notes and totaled approximately $637.3 million and $433.4 million at December 31, 2004 and 2003, respectively.

F-22

The fair value of this long-term debt, including the current portion, was approximately $678.2 million and $442.7 million at December 31, 2004 and 2003, respectively.

Derivatives

        The Company is exposed to market risk from changes in interest rates and currency exchange rates. The Company manages these exposures on a consolidated basis and enters into various derivative transactions for selected exposure areas. The financial impacts of these hedging instruments are offset by corresponding changes in the underlying exposures being hedged. The Company does not hold or issue derivative financial instruments for trading purposes.

        Interest rate swap agreements are used to hedge exposure to interest rates associated with the Company's Credit Agreements. 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 2004, the assets associated with interest rate swaps are recorded on the balance sheet in prepaid expenses and other current assets and other non-current assets at fair value. In 2003, the liabilities associated with interest rate swaps are recorded on the balance sheet in accrued expenses and other non-current liabilities at fair value. The hedges are highly effective as defined in SFAS 133, with the effective portion of the cash flow hedges recorded in OCI.

        The following table presents information for all interest rate swaps and caps. The notional amount does not necessarily represent amounts exchanged by the parties, and therefore is not a direct measure of the Company's exposure to credit risk. The fair value approximates the cost to settle the outstanding contracts.

	December 31,
	2004		2003
	(In thousands)
Swaps:
Notional amount	$	1,100,000	$	400,000
Fair value—asset (liability)		3,385		(2,428	)
Caps:
Notional amount		200,000		—
Fair value—asset		17		—

        Derivatives are an important component of the Company's interest rate management program, leading to acceptable levels of variable interest rate risk. Due to declining interest rates in 2004, 2003 and 2002, the effect of derivatives was to increase interest expense by $4.6 million, $10.2 million and $12.5 million for 2004, 2003 and 2002, respectively, compared to an entirely unhedged variable rate debt portfolio.

        The Company manufactures and sells its products in a number of countries throughout the world and, as a result, is exposed to movements in foreign currency exchange rates. The Company utilizes foreign currency hedging activities to protect against volatility associated with purchase commitments

F-23

that are denominated in foreign currencies for machinery, equipment and other items created in the normal course of business. The terms of these contracts are generally less than one year.

        Gains and losses related to qualifying hedges of foreign currency firm commitments or anticipated transactions are accounted for in accordance with SFAS 133. At December 31, 2004 the Company had forward foreign currency exchange contracts to purchase (euro)1.6 million with a fair value of $2.1 million. There were no currency forward contracts outstanding at December 31, 2003.

        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 diversity of creditworthy counterparties. Therefore, the Company does not expect to incur material credit losses on its risk management or other financial instruments.

12.    Lease Commitments

        The Company was a party to various leases involving real property and equipment during 2004, 2003 and 2002. Total rent expense for operating leases amounted to $32.4 million in 2004, $23.8 million in 2003 and $22.9 million in 2002. Minimum future lease obligations on long-term noncancelable operating leases in effect at December 31, 2004 are as follows: 2005—$26.0 million; 2006—$20.3 million; 2007—$18.4 million; 2008—$16.5 million; 2009—$11.5 million; and thereafter—$35.8 million. Minimum future lease obligations on capital leases in effect at December 31, 2004 are as follows: 2005—$2.4 million; 2006—$2.2 million; 2007—$6.0 million; 2008—$0.1 million; 2009—$0.2 million; and thereafter—$0.3 million. The gross amount of assets under capital leases was $20.7 million and $20.8 million as of December 31, 2004 and 2003, respectively.

13.    Transactions with Affiliates

        Transactions with entities affiliated through common ownership included the following:

	Year Ended December 31,
	2004		2003		2002
	(In thousands)
Equipment and related services purchased from affiliates	$	13,610	$	9,325	$	20,220
Goods and related services purchased from affiliates	$	1,655	$	2,586	$	5,380
Management services provided by affiliates, including management, legal, tax, accounting, insurance, treasury and employee benefits administration services	$	2,912	$	2,070	$	2,250
Advisory services related to the Transactions	$	24,250	$	—	$	—
Services provided and sales to affiliates, including administrative services, engineering services and raw materials	$	2	$	—	$	759
Interest income on notes receivable from owners	$	171	$	156	$	150

F-24

        Account balances with affiliates included the following:

	As of December 31,
	2004		2003
	(In thousands)
Accounts receivable	$	1,306	$	1,482
Accounts payable	$	2,727	$	1,747
Notes and interest receivable for ownership interests	$	2,920	$	2,749

14.    Pension Plans

        Substantially all employees of the Company participate in noncontributory defined benefit or defined contribution pension plans.

        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 policy is to fund the normal cost plus amounts required to amortize actuarial gains and losses and prior service costs over a period of ten years.

        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, 2004 and 2003:

	2004			2003
	(In thousands)
Change in benefit obligations:
Benefit obligation at beginning of year	$	(53,084	)	$	(52,200	)
Service cost		(4,127	)		(3,095	)
Interest cost		(3,338	)		(3,453	)
Benefits paid		959			3,752
Employee contribution		(17	)		—
Change in benefit payments due to experience		(58	)		(250	)
Effect of exchange rate changes		(1,056	)		(904	)
Divestitures		—			560
Acquisitions		(8,988	)		—
Settlements		—			7,677
Increase in benefit obligation due to change in discount rate		(2,641	)		(4,445	)
Increase in benefit obligation due to plan experience		(694	)		(581	)
Increase in benefit obligation due to plan change		(596	)		(145	)
Benefit obligation at end of year	$	(73,640	)	$	(53,084	)

F-25

Change in plan assets:
Plan assets at market value at beginning of year	$	34,060		$	34,951
Actual return on plan assets		3,135			5,296
Acquisition		5,205			—
Foreign currency exchange rate changes		684			712
Employer contribution		3,621			4,819
Employee contribution		17			—
Settlements		—			(7,975	)
Benefits paid		(948	)		(3,743	)
Plan assets at market value at end of year	$	45,774		$	34,060
Funded status	$	(27,866	)	$	(19,024	)
Unrecognized net actuarial loss		16,626			13,591
Unrecognized prior service cost		3,352			3,129
Net amount recognized	$	(7,888	)	$	(2,304	)
Amounts recognized in the statement of financial position consist of:
Accrued benefit liability	$	(15,515	)	$	(8,716	)
Intangible asset		3,352			3,129
Accumulated other comprehensive income		4,275			3,283
Net amount recognized	$	(7,888	)	$	(2,304	)

        The accumulated benefit obligation of all defined benefit pension plans was $60.5 million and $42.6 million at December 31, 2004 and 2003, respectively.

        The Company's net pension cost for its defined benefit pension plans includes the following components:

	Year Ended December 31,
	2004			2003			2002
	(In thousands)
Service cost	$	4,127		$	3,095		$	2,786
Interest cost		3,338			3,453			3,023
Net investment return on plan assets		(3,245	)		(5,309	)		1,574
Curtailment loss (gain)		106			—			(66	)
Net amortization and deferral		838			3,621			(3,930	)
Settlement loss		—			420			320
Net periodic pension costs	$	5,164		$	5,280		$	3,707

F-26

	Actuarial Assumptions
	U.S.		Canada		United Kingdom		Germany		Mexico
Discount rate—2004	6.00	%	6.00	%	5.40	%	4.50	%	8.68	%
—2003	6.25	%	6.00	%	N/A		5.50	%	N/A
—2002	6.75	%	6.50	%	5.50	%	5.25	%	N/A
Long-term rate of return on plan assets—2004	8.75	%	8.00	%	6.60	%	N/A		N/A
—2003	8.75	%	8.00	%	N/A		N/A		N/A
—2002	9.00	%	8.00	%	4.50	%	N/A		N/A
Weighted average rate of increase for future compensation levels—2004	4.50	%	4.00	%	3.50	%	1.50	%	5.55	%
—2003	4.50	%	5.00	%	N/A		1.50	%	N/A
—2002	4.50	%	5.00	%	N/A		2.00	%	N/A

        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, rate of increase in future compensation levels and an expected long-term rate of return on plan assets. The discount rate used by the 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 discount rate on this basis has decreased from 6.25% at December 31, 2003 to 6.00% at December 31, 2004. The 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, 2004, the Company's asset allocation was 66% with equity managers, 32% with fixed income managers and 2% other. At December 31, 2003, the Company's asset allocation was 65% with equity managers, 32% with fixed income managers and 3% 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 is 8.75% in 2004 and 2005. Asset allocations for the Company's non-U.S. plans are substantially similar to the U.S. plan.

        In accordance with the provisions of SFAS 87, the Company has recognized an additional minimum pension liability at December 31, 2004 of $7.7 million ($6.4 million at December 31, 2003) for circumstances in which a pension plan's accumulated benefit obligation exceeded the fair value of the plan's assets and accrued pension liability. Such liability was partially offset by an intangible asset equal to the unrecognized prior service cost.

        The Company made cash contributions to its pension plans in 2004 of $3.6 million and paid benefit payments of $0.9 million. The Company estimates that based on current actuarial calculations it will make cash contributions to its pension plans in 2005 of $4.5 million. Cash contributions in subsequent years will depend on a number of factors including performance of plan assets.

F-27

        The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

	Pension Benefits
	(In thousands)
2005	$	1,135
2006		1,261
2007		1,499
2008		1,883
2009		2,253
Years 2010 - 2014		17,858

        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 2004, 2003 and 2002 were $2.1 million, $1.7 million and $1.2 million, respectively.

15.    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." 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 contemplated by the Recapitalization Agreement, Graham Family Investors (as successors and assigns of Graham Capital Corporation and Graham Family Growth Partnership), Graham Packaging Corporation ("Graham GP Corp"), Investor LP and Investor GP entered into a Fifth Amended and Restated Agreement of Limited Partnership (the "Holdings Partnership Agreement"). The general partners of the partnership are Investor GP and Graham GP Corp. The limited partners of the partnership are GPC Holdings, L.P. and Investor LP.

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 the Company has taxable income. Other distributions shall be made in proportion to the partners' respective percentage interests.

F-28

Transfers of Partnership Interests.    The Holdings Partnership Agreement provides that, subject to certain exceptions including, without limitation, in connection with an IPO Reorganization (as defined below) and 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 (including pursuant to an IPO Reorganization), (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.

IPO Reorganization.    "IPO Reorganization" means the transfer of all or substantially all of Holdings' assets and liabilities to CapCo II in contemplation of an initial public offering of the shares of common stock of CapCo II. The Holdings Partnership Agreement provides that, without the approval of each general partner, the IPO Reorganization may not be effected through any entity other than CapCo II.

16.    Option Plans

        Pursuant to the Recapitalization Agreement, the Company adopted the Graham Packaging Holdings Company Management Option Plan (the "1998 Option Plan"). On November 17, 2004, the Company adopted a second option plan entitled 2004 Graham Packaging Holdings Company Management Option Plan (the "2004 Option Plan" and, together with the 1998 Option Plan, the "Option Plans").

        The Option Plans provide for the grant to management employees of Holdings and its subsidiaries and non-employee directors, advisors, consultants and other individuals providing services to Holdings of options ("Options") to purchase limited partnership interests in Holdings equal to 0.0075% of

F-29

Holdings (prior to any dilution resulting from any interests granted pursuant to the Option Plans) (each 0.0075% 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 shall not exceed 631.0 Units and the aggregate number of Units with respect to which Options may be granted under the 2004 Option Plan shall not exceed 650.0 Units, representing a total of up to 8.7% of the equity of Holdings.

        The exercise price per Unit shall be at or above the fair market value of a Unit on the date of grant. 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 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.

        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. Relative to the 1998 Option Plan, during 2004, 2.7 Option Units were forfeited and no Option Units were granted. During 2003, 3.6 Option Units were forfeited and Options to purchase 98.4 Units were granted. During 2002, no Option Units were forfeited and Options to purchase 49.9 Units were granted. Relative to the 2004 Option Plan, no Option Units were forfeited and Options to purchase 616.5 Units were granted. As of December 31, 2004, 1,239.6 Option Units were outstanding.

        A summary of the changes in the Option Units outstanding under the Option Plans as of December 31, 2004, 2003 and 2002 is as follows:

	2004				2003				2002
	Units Under Option		Weighted Average Exercise Price		Units Under Option		Weighted Average Exercise Price		Units Under Option	Weighted Average Exercise Price
Outstanding at beginning of year	625.8		$	26,527	531.0		$	25,977	481.1	$	25,789
Granted	616.5			51,579	98.4			29,606	49.9		27,792
Exercised	0.0			—	0.0			—	0.0		—
Forfeited	(2.7	)		29,606	(3.6	)		29,606	0.0		25,789
Outstanding at end of year	1,239.6			38,980	625.8			26,527	531.0		25,977
Exercisable at end of year	467.1			26,092	414.6			25,869	341.9		25,789

F-30

        The following table summarizes information relating to Option Units outstanding under the Option Plans at December 31, 2004:

	Options Outstanding				Options Exercisable
Exercise Prices	Options Outstanding at 12/31/04	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Options Exercisable at 12/31/04	Weighted Average Exercise Price
$25,789 to $29,606	623.1	4.6	$	26,514	467.1	$	26,092
$51,579	616.5	9.9	$	51,579	—		—
	1,239.6

17.    Other (Income) Expense, Net

        Other (income) expense, net consisted of the following:

	Year Ended December 31,
	2004			2003			2002
	(In thousands)
Foreign exchange (gain) loss	$	(1,260	)	$	(336	)	$	265
Other		174			11			(86	)
	$	(1,086	)	$	(325	)	$	179

18.    Income Taxes

        The provision for income taxes consisted of:

		Year Ended December 31,
		2004			2003		2002
		(In thousands)
Current provision:
	Federal	$	—		$	—	$	—
	State and local		—			—		—
	Foreign		6,889			5,258		2,632
Total current provision		$	6,889		$	5,258	$	2,632
Deferred provision:
	Federal	$	(7,176	)	$	—	$	—
	State and local		(1,421	)		—		—
	Foreign		(440	)		1,551		1,370
Total deferred (benefit) provision		$	(9,037	)	$	1,551	$	1,370
Total (benefit) provision		$	(2,148	)	$	6,809	$	4,002

F-31

        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,
		2004			2003
		(In thousands)
Deferred income tax assets:
	Net operating loss carryforwards	$	100,320		$	60,820
	Fixed assets, principally due to differences in depreciation and assigned values		1,462			1,492
	Accrued retirement indemnities		1,153			955
	Inventories		2,015			19
	Accruals and reserves		16,947			877
	Capital leases		444			495
	Other items		24			178
Gross deferred tax assets			122,365			64,836
Valuation allowance			(44,734	)		(53,287	)
Net deferred income tax assets			77,631			11,549
Deferred income tax liabilities:
	Fixed assets, principally due to differences in depreciation and assigned values		119,246			14,817
	Inventories		5,511			—
	Amortizable intangibles		31,637			79
	Other items		1,828			430
Gross deferred income tax liabilities			158,222			15,326
Net deferred income tax liabilities		$	80,591		$	3,777

        Current deferred income tax liabilities of $0.4 million in 2004 and $0.1 million in 2003 are included in accrued expenses. Non-current deferred tax assets of $1.2 million in 2004 and $0.0 million in 2003 are included in other non-current assets.

        The valuation allowance reduces the Company's deferred income tax assets to an amount that Management believes is more likely than not to be realized.

        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 are exceeded by the related tax bases of their assets net of liabilities by $177.5 million at December 31, 2004 and $208.5 million at December 31, 2003.

F-32

        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 is attributable to the following:

	Year Ended December 31,
	2004			2003			2002
	(In thousands)
Taxes at U.S. federal statutory rate	$	(14,467	)	$	6,074		$	4,647
Partnership (income) loss not subject to federal income taxes		13,413			(2,632	)		(10,246	)
State income tax net of federal benefit		(897	)		—			—
Foreign loss without current tax benefit		1,853			5,463			10,037
Change in valuation allowance		(1,772	)		(2,174	)		(227	)
Other		(278	)		78			(209	)
	$	(2,148	)	$	6,809		$	4,002

        As of December 31, 2004, the Company's domestic subsidiaries have net operating loss carryforwards of approximately $118.7 million. These net operating loss carryforwards are available to offset future taxable income and expire principally in the years 2019 through 2024. The Company's international operating subsidiaries have, in the aggregate, approximately $155.4 million of tax loss carryforwards available as of December 31, 2004. These losses are available to reduce the originating subsidiary's future taxable foreign income and have varying expiration dates. The loss carryforwards relating to the Company's French subsidiaries ($143.6 million) and UK subsidiaries ($2.4 million) have no expiration date. The remainder of the foreign loss carryforwards have expiration dates ranging from 2006 through 2014. The Company's international subsidiaries also have approximately $9.1 million of capital loss carryforwards which are available only to offset capital gains. If unused, all but $0.4 million of these losses (which have no expiration date) will expire in 2011.

        As of December 31, 2004, the Company's equity in the undistributed earnings of foreign subsidiaries for which income taxes had not been provided approximated $82.5 million. It is not practicable to estimate the U.S. and foreign tax which would be payable should these earnings be distributed.

        The American Jobs Creation Act of 2004 (the "Act") was signed into law on October 22, 2004. The Act creates a temporary incentive for U.S. corporations to repatriate accumulated income abroad by providing an 85 percent dividends received deduction for certain dividends from controlled foreign corporations. As of December 31, 2004, Management has not decided whether, and to what extent, the Company would repatriate foreign earnings under the Act. Neither the amount of repatriation nor the related income tax effects from such repatriation can be reasonably estimated at this time. The income tax effect is dependent upon a number of factors, which are being analyzed, including, among others, the cost of financing, the need to deploy cash elsewhere and the issuance of additional guidance from the U.S. Treasury Department. The Company will continue to analyze the effect of this provision and expects to complete this analysis before the end of 2005, and will recognize the income tax effect, if any, in the period when a decision whether to repatriate is made.

F-33

        Cash income tax payments of $6.8 million, $3.4 million and $2.5 million were made for income tax liabilities in 2004, 2003 and 2002 respectively.

19.    Commitments

        In connection with plant expansion and improvement programs, the Company had commitments for capital expenditures of approximately $84.6 million at December 31, 2004, including the $12.0 million per year obligation to Graham Engineering for products and services through December 31, 2007. See Note 20.

20.    Contingencies and Legal Proceedings

        The Company is party to various 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.

        On July 9, 2002, the Company and Graham Engineering executed a First Amendment to the Equipment Sales, Services and License Agreement to, among other things, (i) limit the Company's existing rights in exchange for a perpetual license in the event Graham Engineering proposes to sell its rotary extrusion blow molding equipment business or assets to certain of the Company's significant competitors; (ii) clarify that the Company's exclusivity rights under the Equipment Sales, Services and License Agreement do not apply to certain new generations of Graham Engineering equipment; (iii) provide Graham Engineering certain recourse in the event the Company decides to buy certain high output extrusion blow molding equipment from any supplier other than Graham Engineering; and (iv) obligate the Company, retroactive to January 1, 2002 and subject to certain credits and carry-forwards, to make payments for products and services to Graham Engineering in the amount of at least $12.0 million per calendar year, or else pay Graham Engineering a shortfall payment. The minimum purchase commitment for 2004 has been met.

        Subsequently, on January 13, 2004 the parties executed a Second Amendment to the Equipment Sales, Services and License Agreement. Such amendment removed restrictions originally placed upon the Company with respect to the Company's use of Graham Engineering technology to manufacture containers at blow molding plants co-located with dairies or dairy-focused facilities.

21.    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 profit or loss is operating income (loss).

F-34

Segment information for the three years ended December 31, 2004, representing the reportable segments currently utilized by the chief operating decision maker, was as follows:

	Year	North America			Europe			South America			Eliminations			Total
		(a)			(a)(b)			(a)			(c)			(a)
	(In thousands)
Net sales(d)(e)	2004	$	1,136,508		$	173,428		$	43,529		$	(510	)	$	1,352,955
	2003		809,638			143,905			25,486			(293	)		978,736
	2002		744,967			138,498			23,240						906,705
Operating income (loss)	2004	$	83,441		$	11,179		$	3,459					$	98,079
	2003		104,892			7,623			1,101						113,616
	2002		109,363			(16,159	)		2,036						95,240
Depreciation and amortization(f)	2004	$	125,240		$	14,709		$	2,069					$	142,018
	2003		75,703			6,141			1,611						83,455
	2002		67,407			11,357			1,648						80,412
Impairment charges	2004	$	5,340		$	1,656			—					$	6,996
	2003		2,145			364			—						2,509
	2002		1,088			4,041			—						5,129
Interest expense (income), net(f)	2004	$	136,768		$	2,897		$	835					$	140,500
	2003		93,838			2,651			97						96,586
	2002		80,389			1,439			(44	)					81,784
Income tax (benefit) provision	2004	$	(6,972	)	$	3,796		$	1,028					$	(2,148	)
	2003		1,500			4,801			508						6,809
	2002		631			2,529			842						4,002
Identifiable assets(d)(e)(g)	2004	$	2,597,442		$	300,161		$	46,877		$	(392,863	)	$	2,551,617
	2003		961,287			195,427			29,211			(309,831	)		876,094
	2002		910,731			153,834			18,463			(284,717	)		798,311
Goodwill(g)	2004	$	333,174		$	16,916		$	694					$	350,784
	2003		3,515			13,066			707						17,288
	2002		3,515			1,333			718						5,566
Net capital expenditures, excluding acquisitions	2004	$	116,295		$	31,335		$	4,280		$	13		$	151,923
	2003		76,578			7,941			7,328			(21	)		91,826
	2002		83,913			7,137			1,417			(30	)		92,437

(a)

On October 7, 2004, the Company acquired O-I Plastic.

(b)

On March 28, 2002, the Company completed the sale of certain assets and liabilities of its Italian operations. During the 2nd quarter of 2002, the Company closed its plant in the United Kingdom. On July 31, 2002, the Company disposed of its operation in Blyes, France. On March 31, 2003, the Company completed the sale of certain assets and liabilities of its German operations. During the 2nd quarter of 2003, the Company closed its plant in Noeux les Mines, France.

(c)

To eliminate intercompany balances, which include investments in the operating segments and inter-segment receivables and payables.

F-35

(d)

The Company's net sales for Europe include sales in France which totaled approximately $74.5 million, $75.1 million and $74.8 million for 2004, 2003 and 2002, respectively. Identifiable assets in France totaled approximately $132.9 million, $99.1 million and $93.6 million as of December 31, 2004, 2003 and 2002, respectively.

(e)

The Company's net sales for North America include sales in Mexico which totaled approximately $52.1 million, $22.2 million and $8.4 million for 2004, 2003 and 2002, respectively. Identifiable assets in Mexico totaled approximately $96.7 million, $34.2 million and $28.8 million as of December 31, 2004, 2003 and 2002, respectively. Approximately all of the North America reportable segment remaining net sales and identifiable assets are in the United States.

(f)

Includes amortization of debt issuance fees.

(g)

Intangible assets and goodwill associated with the acquisition of O-I Plastic are included in the North America reportable segment at December 31, 2004 as it is not practicable to allocate these assets among the reportable segments until the final determination of the purchase price and related allocation to the fair value of assets acquired and liabilities assumed has been made.

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
							(1)
	(In thousands)
2004	$	769,921	$	273,929	$	240,587	$	68,518	$	1,352,955
2003		572,969		191,648		214,119		—		978,736
2002		515,375		185,975		205,355		—		906,705

(1)

Prior to the Acquisition, sales of Personal Care/Specialty containers were not significant and are included in the Household category.

22.    Condensed Guarantor Data

        On October 7, 2004 the Operating Company and CapCo I co-issued $250.0 million aggregate principal amount of 8¹/2% Senior Notes due 2012 and $375.0 million aggregate principal amount of 9⁷/8% Senior Subordinated Notes due 2014. The notes were issued under Indentures issued on October 7, 2004. Holdings and domestic subsidiaries of the Operating Company have fully and unconditionally guaranteed these notes. Both the Operating Company and CapCo I are 100%-owned subsidiaries of Holdings.

        The following unaudited condensed consolidating financial statements present the financial position, results of operations and cash flows of Holdings, the Operating Company and guarantor domestic subsidiaries of the Operating Company, non-guarantor subsidiaries and CapCo I.

F-36

Graham Packaging Holdings Company

Condensed Consolidating Balance Sheet

As of December 31, 2004

(In thousands)

		Graham Packaging Holdings Company			Graham Packaging Company, L.P. and Guarantors			Non- Guarantors		GPC Capital Corp. I		Eliminations			Consolidated
					(1)			(2)
Assets
Current assets:
	Cash and cash equivalents	$	—		$	1,080		$	21,051	$	—	$	—		$	22,131
	Accounts receivable, net		—			173,758			72,760		—		—			246,518
	Inventories		—			198,033			37,061		—		—			235,094
	Deferred income taxes		—			56,709			791		—		—			57,500
	Prepaid expenses and other current assets		—			19,433			22,827		—		—			42,260
Total current assets			—			449,013			154,490		—		—			603,503
Property, plant and equipment, net			—			1,142,549			272,444		—		—			1,414,993
Intangible assets			—			84,159			31		—		—			84,190
Goodwill			—			343,944			6,840		—		—			350,784
Net intercompany			—			230,467			—		—		(230,467	)		—
Investment in subsidiaries			—			261,605			—		—		(261,605	)		—
Other non-current assets			—			95,522			2,625		—		—			98,147
Total assets		$	—		$	2,607,259		$	436,430	$	—	$	(492,072	)	$	2,551,617
Liabilities and Partners' Capital (Deficit)
Current liabilities:
	Accounts payable and accrued expenses	$	—		$	252,267		$	94,117	$	—	$	—		$	346,384
	Current portion of long-term debt		—			18,942			6,712		—		—			25,654
Total current liabilities			—			271,209			100,829		—		—			372,038
Long-term debt			—			2,438,490			1,061		—		—			2,439,551
Deferred income taxes			—			131,194			7,645		—		—			138,839
Other non-current liabilities			—			13,377			8,250		—		—			21,627
Investment in subsidiaries			247,011			—			—		—		(247,011	)		—
Net intercompany			187,089			—			43,378		—		(230,467	)		—
Minority interest			—			—			13,662		—		—			13,662
Commitments and contingent liabilities			—			—			—		—		—			—
Partners' capital (deficit)			(434,100	)		(247,011	)		261,605		—		(14,594	)		(434,100	)
Total liabilities and partners' capital (deficit)		$	—		$	2,607,259		$	436,430	$	—	$	(492,072	)	$	2,551,617

(1)

Includes Graham Packaging Company, L.P. and all of its domestic subsidiaries.

(2)

Includes all foreign subsidiaries of Graham Packaging Company, L.P.

F-37

Graham Packaging Holdings Company

Condensed Consolidating Balance Sheet

As of December 31, 2003

(In thousands)

		Graham Packaging Holdings Company			Graham Packaging Company, L.P. and Guarantors			Non-Guarantors		GPC Capital Corp. I		Eliminations			Consolidated
					(1)			(2)
Assets
Current assets:
	Cash and cash equivalents	$	—		$	847		$	6,220	$	—	$	—		$	7,067
	Accounts receivable, net		—			52,684			43,772		—		—			96,456
	Inventories		—			51,412			15,156		—		—			66,568
	Deferred income taxes		—			—			310		—		—			310
	Prepaid expenses and other current assets		—			5,435			13,477		—		—			18,912
Total current assets			—			110,378			78,935		—		—			189,313
Property, plant and equipment, net			—			452,815			170,427		—		—			623,242
Intangible assets			—			1,276			25		—		—			1,301
Goodwill			—			15,643			1,645		—		—			17,288
Net intercompany			—			78,232			—		—		(78,232	)		—
Investment in subsidiaries			—			97,336			—		—		(97,336	)		—
Other non-current assets			3,082			40,760			1,108		—		—			44,950
Total assets		$	3,082		$	796,440		$	252,140	$	—	$	(175,568	)	$	876,094
Liabilities and Partners' Capital (Deficit)
Current liabilities:
	Accounts payable and accrued expenses	$	8,328		$	106,884		$	55,543	$	—	$	—		$	170,755
	Current portion of long-term debt		—			7,637			4,520		—		—			12,157
Total current liabilities			8,328			114,521			60,063		—		—			182,912
Long-term debt			169,000			915,007			1,285		—		—			1,085,292
Deferred income taxes			—			—			3,955		—		—			3,955
Other non-current liabilities			—			8,833			4,242		—		—			13,075
Investment in subsidiaries			240,301			—			—		—		(240,301	)		—
Net intercompany			6,993			—			71,239		—		(78,232	)		—
Minority interest			—			(1,620	)		14,020		—		—			12,400
Commitments and contingent liabilities			—			—			—		—		—			—
Partners' capital (deficit)			(421,540	)		(240,301	)		97,336		—		142,965			(421,540	)
Total liabilities and partners' capital (deficit)		$	3,082		$	796,440		$	252,140	$	—	$	(175,568	)	$	876,094

F-38

Graham Packaging Holdings Company

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2004

(In thousands)

	Graham Packaging Holdings Company			Graham Packaging Company, L.P. and Guarantors			Non- Guarantors		GPC Capital Corp. I		Eliminations			Consolidated
				(1)			(2)
Net sales	$	—		$	1,109,002		$	243,953	$	—	$	—		$	1,352,955
Cost of goods sold		—			960,057			200,401		—		—			1,160,458
Gross profit		—			148,945			43,552		—		—			192,497
Selling, general, and administrative expenses		—			68,787			18,635		—		—			87,422
Impairment charges		—			5,340			1,656		—		—			6,996
Operating income		—			74,818			23,261		—		—			98,079
Interest expense, net		24,018			112,684			3,798		—		—			140,500
Other (income) expense, net		—			(2,258	)		1,172		—		—			(1,086	)
Equity in loss (earnings) of subsidiaries		16,614			(10,633	)		—		—		(5,981	)		—
(Loss) income before income taxes and minority interest		(40,632	)		(24,975	)		18,291		—		5,981			(41,335	)
Income tax (benefit) provision		—			(8,361	)		6,213		—		—			(2,148	)
Minority interest		—			—			1,445		—		—			1,445
Net (loss) income	$	(40,632	)	$	(16,614	)	$	10,633	$	—	$	5,981		$	(40,632	)

F-39

Graham Packaging Holdings Company

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2003

(In thousands)

	Graham Packaging Holdings Company			Graham Packaging Company, L.P. and Guarantors			Non- Guarantors		GPC Capital Corp. I		Eliminations			Consolidated
				(1)			(2)
Net sales	$	—		$	801,045		$	177,691	$	—	$	—		$	978,736
Cost of goods sold		—			652,717			143,053		—		—			795,770
Gross profit		—			148,328			34,638		—		—			182,966
Selling, general, and administrative expenses		—			49,347			17,494		—		—			66,841
Impairment charges		—			2,145			364		—		—			2,509
Operating income		—			96,836			16,780		—		—			113,616
Interest expense, net		18,546			74,898			3,142		—		—			96,586
Other (income) expense, net		—			(4,181	)		3,856		—		—			(325	)
Equity in earnings of subsidiaries		(28,296	)		(2,562	)		—		—		30,858			—
Income (loss) before income taxes and minority interest		9,750			28,681			9,782		—		(30,858	)		17,355
Income tax provision		—			385			6,424		—		—			6,809
Minority interest		—			—			796		—		—			796
Net income (loss)	$	9,750		$	28,296		$	2,562	$	—	$	(30,858	)	$	9,750

F-40

Graham Packaging Holdings Company

Condensed Consolidating Statement of Operations

For the Year Ended December 31, 2002

(In thousands)

	Graham Packaging Holdings Company			Graham Packaging Company, L.P. and Guarantors			Non- Guarantors			GPC Capital Corp. I		Eliminations			Consolidated
				(1)			(2)
Net sales	$	—		$	735,457		$	171,248		$	—	$	—		$	906,705
Cost of goods sold		—			577,113			165,491			—		—			742,604
Gross profit		—			158,344			5,757			—		—			164,101
Selling, general, and administrative expenses		—			49,099			14,633			—		—			63,732
Impairment charges		—			1,088			4,041			—		—			5,129
Operating income (loss)		—			108,157			(12,917	)		—		—			95,240
Interest expense, net		17,212			62,884			1,688			—		—			81,784
Other (income) expense, net		—			(338	)		517			—		—			179
Equity in (earnings) loss of subsidiaries		(24,774	)		20,818			—			—		3,956			—
Income (loss) before income taxes and minority interest		7,562			24,793			(15,122	)		—		(3,956	)		13,277
Income tax provision		—			19			3,983			—		—			4,002
Minority interest		—			—			1,713			—		—			1,713
Net income (loss)	$	7,562		$	24,774		$	(20,818	)	$	—	$	(3,956	)	$	7,562

F-41

Graham Packaging Holdings Company

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2004

(In thousands)

		Graham Packaging Holdings Company			Graham Packaging Company, L.P. and Guarantors			Non- Guarantors			GPC Capital Corp. I		Eliminations		Consolidated
					(1)			(2)
Operating activities:
Net cash provided by (used in) operating activities		$	150,833		$	(56,729	)	$	13,357		$	—	$	—	$	107,461
Investing activities:
	Net purchases of property, plant and equipment		—			(111,625	)		(40,298	)		—		—		(151,923	)
	Acquisitions of/investments in businesses, net of cash acquired		18,167			(1,287,811	)		39,081			—		—		(1,230,563	)
Net cash provided by (used in) investing activities			18,167			(1,399,436	)		(1,217	)		—		—		(1,382,486	)
Financing activities:
	Proceeds from issuance of long-term debt		—			2,837,121			35,403			—		—		2,872,524
	Payment of long-term debt		(169,000	)		(1,302,334	)		(34,200	)		—		—		(1,505,534	)
	Contributions to minority shareholders		—			—			(182	)		—		—		(182	)
	Debt issuance fees		—			(78,389	)		—			—		—		(78,389	)
Net cash (used in) provided by financing activities			(169,000	)		1,456,398			1,021			—		—		1,288,419
Effect of exchange rate changes			—			—			1,670			—		—		1,670
Increase in cash and cash equivalents			—			233			14,831			—		—		15,064
Cash and cash equivalents at beginning of period			—			847			6,220			—		—		7,067
Cash and cash equivalents at end of period		$	—		$	1,080		$	21,051		$	—	$	—	$	22,131

F-42

Graham Packaging Holdings Company

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2003

(In thousands)

		Graham Packaging Holdings Company			Graham Packaging Company, L.P. and Guarantors			Non- Guarantors			GPC Capital Corp. I		Eliminations		Consolidated
					(1)			(2)
Operating activities:
Net cash (used in) provided by operating activities		$	(9,084	)	$	104,532		$	(9,746	)	$	—	$	—	$	85,702
Investing activities:
	Net purchases of property, plant and equipment		—			(74,064	)		(17,762	)		—		—		(91,826	)
	Acquisition of/investment in a business, net of cash acquired		9,084			(34,167	)		20,971			—		—		(4,112	)
	Net (expenditures for) proceeds from sale of business		—			(76	)		95			—		—		19
Net cash provided by (used in) investing activities			9,084			(108,307	)		3,304			—		—		(95,919	)
Financing activities:
	Proceeds from issuance of long-term debt		—			1,064,501			6,663			—		—		1,071,164
	Payment of long-term debt		—			(1,040,960	)		(4,220	)		—		—		(1,045,180	)
	Contributions from minority shareholders		—			—			2,931			—		—		2,931
	Debt issuance fees		—			(20,700	)		—			—		—		(20,700	)
Net cash provided by financing activities			—			2,841			5,374			—		—		8,215
Effect of exchange rate changes			—			—			1,770			—		—		1,770
(Decrease) increase in cash and cash equivalents			—			(934	)		702			—		—		(232	)
Cash and cash equivalents at beginning of period			—			1,781			5,518			—		—		7,299
Cash and cash equivalents at end of period		$	—		$	847		$	6,220		$	—	$	—	$	7,067

F-43

Graham Packaging Holdings Company

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2002

(In thousands)

		Graham Packaging Holdings Company		Graham Packaging Company, L.P. and Guarantors			Non- Guarantors			GPC Capital Corp. I		Eliminations		Consolidated
				(1)			(2)
Operating activities:
Net cash provided by operating activities		$	—	$	83,541		$	8,828		$	—	$	—	$	92,369
Investing activities:
	Net purchases of property, plant and equipment		—		(70,156	)		(22,281	)		—		—		(92,437	)
	Acquisition of/investment in a business, net of cash acquired		—		(21,428	)		21,428			—		—		—
	Net expenditures for sale of business		—		—			(4,193	)		—		—		(4,193	)
Net cash used in investing activities			—		(91,584	)		(5,046	)		—		—		(96,630	)
Financing activities:
	Proceeds from issuance of long-term debt		—		278,575			217,652			—		—		496,227
	Payment of long-term debt		—		(272,484	)		(222,396	)		—		—		(494,880	)
Net cash provided by (used in) financing activities			—		6,091			(4,744	)		—		—		1,347
Effect of exchange rate changes			—		—			1,181			—		—		1,181
(Decrease) increase in cash and cash equivalents			—		(1,952	)		219			—		—		(1,733	)
Cash and cash equivalents at beginning of period			—		3,733			5,299			—		—		9,032
Cash and cash equivalents at end of period		$	—	$	1,781		$	5,518		$	—	$	—	$	7,299

F-44

23.    Subsequent Events

        On March 24, 2005, the Company acquired certain operations located in Belgium, Brazil, Turkey and the United States from Tetra-Pak Inc., Tetra Pak Moulded Packaging Systems Limited, Tetra Pak S.R.L., Tetra Pak MPS N.V., Tetra Pak LTDA, and Tetra Pak Paketleme Sanayi Ve Ticaret A.S. for approximately 24 million Euro. All four are on-site operations that make HDPE bottles for nutritional beverages and value-added dairy beverages.

        In March 2005 the Company executed a Purchase and Sale of Equity Interest and Joint Venture Termination Agreement under which the Company will terminate the joint venture agreement with Industrias Innopack, S.A. de C.V. and acquire all of the equity interests held by Industrias Innopack, S.A. de C.V. in Graham Innopack de Mexico, S. de R.L. de C.V. and the operating companies thereunder. Absent issues related to the conditions of the closing, the Company expects closing to occur no later than June 2005.

F-45

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

		March 31, 2005			December 31, 2004
		(In thousands)
ASSETS
Current assets:
	Cash and cash equivalents	$	15,573		$	22,131
	Accounts receivable, net		348,426			249,232
	Inventories		232,142			235,094
	Deferred income taxes		51,109			57,500
	Prepaid expenses and other current assets		34,042			39,546
Total current assets			681,292			603,503
Property, plant and equipment, net			1,440,379			1,414,993
Intangible assets			82,673			84,190
Goodwill			322,959			350,784
Other non-current assets			98,656			98,147
Total assets		$	2,625,959		$	2,551,617
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
	Accounts payable and accrued expenses	$	380,764		$	346,384
	Current portion of long-term debt		24,704			25,654
Total current liabilities			405,468			372,038
Long-term debt			2,489,826			2,439,551
Deferred income taxes			139,009			138,839
Other non-current liabilities			22,857			21,627
Minority interest			14,206			13,662
Commitments and contingent liabilities (see Note 11)			—			—
Partners' capital (deficit)			(445,407	)		(434,100	)
Total liabilities and partners' capital (deficit)		$	2,625,959		$	2,551,617

See accompanying notes to condensed consolidated financial statements.

F-46

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	March 31, 2005			March 28, 2004
	(In thousands)
Net sales	$	620,539		$	260,287
Cost of goods sold		541,000			210,076
Gross profit		79,539			50,211
Selling, general and administrative expenses		35,390			17,016
Impairment charges		1,605			—
Operating income		42,544			33,195
Interest expense, net		42,774			20,876
Other expense (income), net		337			(347	)
(Loss)/income before income taxes and minority interest		(567	)		12,666
Income tax provision		10,426			1,745
Minority interest		544			379
Net (loss) income	$	(11,537	)	$	10,542
Net (loss)/income allocated to general partners	$	(577	)	$	527
Net (loss)/income allocated to limited partners	$	(10,960	)	$	10,015

See accompanying notes to condensed consolidated financial statements.

F-47

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)

(Unaudited)

		General Partners			Limited Partners			Notes and Interest Receivable for Ownership Interests			Accumulated Other Comprehensive Income (Loss)			Total
		(In thousands)
Consolidated balance at January 1, 2004		$	(20,282	)	$	(390,182	)	$	(2,749	)	$	(8,327	)	$	(421,540	)
	Net loss for the year		(2,032	)		(38,600	)		—			—			(40,632	)
	Changes in fair value of derivatives		—			—			—			5,813			5,813
	Additional minimum pension liability		—			—			—			(992	)		(992	)
	Cumulative translation adjustment		—			—			—			23,414			23,414
	Comprehensive loss														(12,397	)
	Stock compensation expense		—			8			—			—			8
	Interest on notes receivable for ownership interests		—			—			(171	)		—			(171	)
Consolidated balance at December 31, 2004			(22,314	)		(428,774	)		(2,920	)		19,908			(434,100	)
	Net loss for the period		(577	)		(10,960	)		—			—			(11,537	)
	Changes in fair value of derivatives		—			—			—			9,744			9,744
	Additional minimum pension liability		—									7			7
	Cumulative translation adjustment		—			—			—			(9,578	)		(9,578	)
	Comprehensive loss														(11,364	)
	Stock compensation expense		—			102			—			—			102
	Interest on notes receivable for ownership interests		—			—			(45	)		—			(45	)
Consolidated balance at March 31, 2005		$	(22,891	)	$	(439,632	)	$	(2,965	)	$	20,081		$	(445,407	)

See accompanying notes to condensed consolidated financial statements.

F-48

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

			Three Months Ended
			March 31, 2005			March 28, 2004
			(In thousands)
Operating activities:
	Net (loss) income		$	(11,537	)	$	10,542
	Adjustments to reconcile net (loss) income to net cash provided by operating activities:
	Depreciation and amortization			52,887			20,358
	Amortization of debt issuance fees			2,597			1,340
	Impairment charges			1,605			—
	Stock compensation expense			102			2
	Minority interest			544			379
	Foreign currency transaction loss			386			8
	Interest receivable for ownership interests			(45	)		(42	)
	Changes in operating assets and liabilities, net of acquisition of a business:
		Accounts receivable		(59,478	)		(23,169	)
		Inventories		2,835			(1,892	)
		Prepaid expenses and other current assets		13,970			111
		Other non-current assets and liabilities		1,945			1,462
		Accounts payable and accrued expenses		34,774			1,542
Net cash provided by operating activities				40,585			10,641
Investing activities:
	Purchases of property, plant and equipment			(62,556	)		(29,325	)
	Proceeds from sale of property, plant and equipment			151			188
	Acquisitions of/investments in businesses, net of cash acquired			(32,961	)		(40	)
Net cash used in investing activities				(95,366	)		(29,177	)
Financing activities:
	Proceeds from issuance of long-term debt			268,776			91,745
	Payment of long-term debt			(219,279	)		(70,133	)
	Debt issuance fees			(435	)		(1,500	)
Net cash provided by financing activities				49,062			20,112
Effect of exchange rate changes				(839	)		(545	)
(Decrease) increase in cash and cash equivalents				(6,558	)		1,031
Cash and cash equivalents at beginning of period				22,131			7,067
Cash and cash equivalents at end of period			$	15,573		$	8,098
Supplemental disclosures
Non-cash investing and financing activities:
	Return of purchase price related to the acquisition of O-I Plastic (see Note 9)		$	38,900		$	—

See accompanying notes to condensed consolidated financial statements.

F-49

GRAHAM PACKAGING HOLDINGS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2005

1.    Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements of Graham Packaging Holdings Company ("Holdings"), a Pennsylvania limited partnership, have been prepared in accordance with generally accepted accounting principles 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. In the opinion of management, all adjustments (consisting only of usual recurring adjustments considered necessary for a fair presentation) are reflected in the condensed consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2004 is derived from audited financial statements. The condensed consolidated financial statements 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, 2004. The results of operations for the three months ended March 31, 2005 are not necessarily indicative of the results to be expected for the full year ending December 31, 2005. Beginning with the quarter ended March 31, 2005, the Company has changed its quarter end dates for financial reporting purposes to the last calendar day in March, June, September and December.

        All entities and assets owned by Holdings are referred to collectively as the "Company." Graham Packaging Company, L.P. is referred to as the "Operating Company."

        Since October 7, 2004 the consolidated financial statements of the Company include the operations of Graham Packaging Acquisition Corp. and subsidiaries thereof, as a result of the acquisition of the blow molded plastic container business of Owens-Illinois, Inc. ("O-I Plastic"). (Refer to Note 9 for a discussion of this acquisition).

Derivatives

        During 2003, the Company entered into four interest rate swap agreements, under which the Company receives variable interest based on the Eurodollar Rate (the applicable interest rate offered to banks in the London interbank eurocurrency market) and pays fixed interest at a weighted average rate of 2.60%, on $400.0 million of term loans. During 2004, the Company entered into four additional forward starting interest rate swap agreements, under which the Company receives variable interest based on the Eurodollar rate and pays fixed interest at a weighted average rate of 3.89%, on $700.0 million of term loans. Also in 2004, the Company entered into an interest rate cap agreement, under which the Company would receive interest on $200.0 million notional amount of variable rate debt based on the Eurodollar Rate to the extent the rate exceeds 4.50% prior to January of 2006. In the second quarter of 2005, the Company entered into two additional forward starting interest rate swap agreements, under which the Company receives variable interest based on the Eurodollar Rate and pays fixed interest at a weighted average rate of 4.27%, on $150.0 million of term loans. The interest rate swaps are accounted for as cash flow hedges. The hedges are highly effective as defined in Statement of Financial Accounting Standards ("SFAS") 133, "Accounting for Derivative Instruments and Hedging Activities." The effective portion of the cash flow hedges is recorded in other comprehensive income ("OCI") and was an unrealized gain of $9.7 million for the three months ended March 31, 2005. Approximately 38% of the amount recorded within OCI is expected to be recognized in interest expense in the next twelve months. Failure to properly document the Company's interest

F-50

rate swaps as effective hedges would result in income statement recognition of all or part of the cumulative $13.1 million unrealized gain recorded in accumulated OCI as of March 31, 2005.

Comprehensive Income (Loss)

        Foreign currency translation adjustments, changes in fair value of derivatives designated and accounted for as cash flow hedges and additional minimum pension liability adjustments are included in OCI and added with net income (loss) to determine total comprehensive income (loss), which is displayed in the Condensed Consolidated Statements of Partners' Capital (Deficit).

        The components of accumulated other comprehensive income (loss) consisted of:

		Cash Flow Hedges			Additional Minimum Pension Liability			Cumulative Translation Adjustment			Total
		(In thousands)
Balance at January 1, 2004		$	(2,428	)	$	(3,283	)	$	(2,616	)	$	(8,327	)
	Change		5,813			(992	)		23,414			28,235
Balance at December 31, 2004			3,385			(4,275	)		20,798			19,908
	Change		9,744			7			(9,578	)		173
Balance at March 31, 2005		$	13,129		$	(4,268	)	$	11,220		$	20,081

Option Plans

        The Company accounts for equity based compensation to employees using the intrinsic value method prescribed in Accounting Principles Board Opinion ("APB") 25, "Accounting for Stock Issued to Employees." SFAS 123, "Accounting for Stock Based Compensation," established accounting and disclosure requirements using a fair value based method of accounting for equity based employee compensation plans. The exercise prices of all units were equal to or greater than the fair market value of the units on the dates of the grants and, accordingly, no compensation cost has been recognized under the provisions of APB 25. Under SFAS 123, compensation cost is measured at the grant date based on the value of the award and is recognized over the service (or vesting) period. Had compensation cost for all option plans been determined under SFAS 123, based on the fair market value at the grant dates, the Company's pro forma net (loss) income for the three months ended March 31, 2005 and March 28, 2004 would have been reflected as follows:

	Three Months Ended
	March 31, 2005			March 28, 2004
	(In thousands)
As reported	$	(11,537	)	$	10,542
Pro forma		(11,839	)		10,496

F-51

        In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS 123(R), "Share-Based Payment." SFAS 123(R) revises SFAS 123 and requires companies to expense the fair value of employee stock options and other forms of stock-based compensation. Under SFAS 123(R), companies are to (1) use fair value to measure stock-based compensation awards and (2) cease using the "intrinsic value" method of accounting, which APB 25 allowed and resulted in no expense for many awards of stock options for which the exercise price of the option equaled the price of the underlying stock at the grant date. In addition, SFAS 123(R) retains the modified grant date model from SFAS 123. Under that model, compensation cost is measured at the fair value of an award on the grant date and adjusted to reflect estimated forfeitures and the outcome of certain conditions. The fair value of an award is not re-measured after its initial estimation on the grant date (except in the case of a liability award or if the award is modified). For the Company, SFAS 123(R) will be effective as of the beginning of the first annual reporting period beginning after December 15, 2005. Therefore, the Company will be required to adopt SFAS 123(R) on January 1, 2006. The Company is currently in the process of assessing the impact of the adoption of SFAS 123(R) on its results of operations and financial position.

Inventory Cost

        In November 2004, the FASB issued SFAS 151, "Inventory Costs—an amendment of APB No. 43, Chapter 4," which is the result of its efforts to converge U.S. accounting standards for inventories with International Accounting Standards. SFAS 151 requires abnormal amounts of idle facility expense, freight, handling costs and wasted material (spillage) to be recognized as current-period charges. It also requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Therefore, the Company will be required to adopt SFAS 151 on January 1, 2006. The adoption of SFAS 151 will not have a significant impact on the Company's results of operations or financial position.

Financial Instruments

        In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This statement establishes standards for how an entity classifies and measures certain financial instruments with characteristics of both liabilities and equity. This statement was effective for financial instruments entered into or modified after May 31, 2003, and otherwise was effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatorily redeemable financial instruments of nonpublic entities and mandatorily redeemable non-controlling interests in subsidiaries. This statement was effective for mandatorily redeemable financial instruments on January 1, 2004 for the Company. The adoption of SFAS 150 has not had a significant impact on the Company's results of operations or financial position for the periods presented in this quarterly report on Form 10-Q.

F-52

Leases

        In May 2003, the Emerging Issues Task Force ("EITF") reached a consensus on EITF 01-8, "Determining Whether an Arrangement Contains a Lease." EITF 01-8 provides guidance for determining whether an arrangement contains a lease that is within the scope of SFAS 13, "Accounting for Leases," and is effective for arrangements initiated after the beginning of the first interim period beginning after May 28, 2003. Arrangements initiated after June 29, 2003 have been accounted for in accordance with EITF 01-8.

Reclassifications

        Certain reclassifications have been made to the 2004 financial statements to conform to the 2005 presentation.

2.    Debt Arrangements

        Long-term debt consisted of the following:

	March 31, 2005		December 31, 2004
	(In thousands)
Term loans	$	1,796,375	$	1,800,000
Revolving Credit Facility		73,000		19,000
Foreign and other revolving credit facilities		7,676		7,707
Senior Notes		250,000		250,000
Senior Subordinated Notes		375,000		375,000
Capital leases		10,806		11,208
Other		1,673		2,290
		2,514,530		2,465,205
Less amounts classified as current		24,704		25,654
	$	2,489,826	$	2,439,551

        In connection with the acquisition of O-I Plastic (see Note 9) on October 7, 2004, the Operating Company, Holdings, GPC Capital Corp. I ("CapCo I") and a syndicate of lenders entered into a new first-lien credit agreement (the "Credit Agreement") and a new second-lien credit agreement (the "Second-Lien Credit Agreement" and, together with the Credit Agreement, the "Credit Agreements")(the "Transactions"). The Credit Agreements consist of a term loan B to the Operating Company with an initial term loan commitment totaling $1,450.0 million, a second-lien term loan with an initial term loan commitment totaling $350.0 million (the "Term Loans" or "Term Loan Facilities") and a $250.0 million revolving credit facility (the "Revolving Credit Facility"). The obligations of the Operating Company under the Credit Agreements are guaranteed by Holdings and certain other subsidiaries of Holdings. The term loan B is payable in quarterly installments and requires payments of $14.5 million in each of 2005, 2006, 2007, 2008, 2009 and 2010 and $1,363.0 million in 2011. The second-lien term loan is payable in 2012. The Revolving Credit Facility expires on October 7, 2010.

F-53

Interest on the Credit Agreement 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 1.25% 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 2.25% to 2.75%. A commitment fee of 0.50% is due on the unused portion of the revolving loan commitment. Interest on the Second-Lien Credit Agreement is payable at (a) the ABR plus a margin of 3.25%; or (b) the "Eurodollar Rate" plus a margin of 4.25%. In addition, the Credit Agreements contain 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 March 31, 2005, the Company was in compliance with all covenants. The unused availability of the Revolving Credit Facility at March 31, 2005 was $167.9 million.

        Substantially all domestic tangible and intangible assets of the Company are pledged as collateral pursuant to the terms of the Credit Agreements.

        The Transactions also included the issuance of $250.0 million in Senior Notes of the Operating Company and $375.0 million in Senior Subordinated Notes of the Operating Company (collectively "the Notes"). The Notes are unconditionally guaranteed by Holdings and domestic subsidiaries of the Operating Company and mature on October 7, 2012 (Senior Notes) and October 7, 2014 (Senior Subordinated Notes). Interest on the Senior Notes is payable semi-annually at 8.50% and interest on the Senior Subordinated Notes is payable semi-annually at 9.875%.

        Cash paid for interest during the three months ended March 31, 2005 and March 28, 2004, net of amounts capitalized, totaled $16.7 million and $30.5 million, respectively.

3.    Inventories

        Inventories consisted of the following:

	March 31, 2005		December 31, 2004
	(In thousands)
Finished goods	$	168,662	$	161,007
Raw materials and parts		63,480		74,087
	$	232,142	$	235,094

4.    Impairment Charges

        Due to a change in the ability to utilize certain assets in the U.S., the Company evaluated the recoverability of these assets. For these assets to be held and used, the Company determined that the undiscounted cash flows were below the carrying value of these long-lived assets. Accordingly, the Company adjusted the carrying values of these long-lived assets to their estimated fair values, resulting in impairment charges of $1.6 million for the three months ended March 31, 2005.

F-54

5.    Intangible Assets

        The gross carrying amount and accumulated amortization of the Company's intangible assets subject to amortization as of March 31, 2005 were as follows:

	Gross Carrying Amount		Accumulated Amortization			Net		Amortization period (years)
	(In thousands)
Patented Technology	$	22,562	$	(1,076	)	$	21,486	9 to 13.5 years
Customer Relationships		34,303		(1,198	)		33,105	3.75 to 20 years
Licensing Agreement		28,000		(1,273	)		26,727	11 years
Non-Compete Agreement		1,539		(184	)		1,355	1 to 5 years
Total	$	86,404	$	(3,731	)	$	82,673

        Amortization expense for the three months ended March 31, 2005 was $1.7 million.

6.    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 December 31, 2004	$	333,174		$	16,916		$	694	$	350,784
Goodwill acquired during the period		9,231	*		—			—		9,231
Return of purchase price related to the acquisition of O-I Plastic (see Note 9)		(38,900	)		—			—		(38,900	)
Foreign currency translation and other adjustments		2,747			(908	)		5		1,844
Balance at March 31, 2005	$	306,252		$	16,008		$	699	$	322,959

*

$9,231 of goodwill associated with the acquisition of certain Tetra-Pak operations (see Note 9) is included in the North America segment. This goodwill has not been allocated to the other reporting segments as it is not practicable to do so until the final allocation of the fair value of assets acquired and liabilities assumed has been made.

F-55

7.    Accounts Payable and Accrued Expenses

        Accounts payable and accrued expenses consisted of the following:

	March 31, 2005		December 31, 2004
	(In thousands)
Accounts payable	$	202,789	$	191,971
Accrued employee compensation and benefits		50,009		51,545
Accrued interest		42,690		19,015
Other		85,276		83,853
	$	380,764	$	346,384

        For the year ended December 31, 2004, the Company incurred costs of employee termination benefits in the United States, as a result of a redundancy in corporate staff related to the acquisition of O-I Plastic, of $1.1 million, which included the legal liability of severing 53 employees, all of which were terminated as of March 31, 2005. In accordance with EITF 95-3, "Recognition of Liabilities in Connection with a Purchase Business Combination", these costs were treated as having been assumed in the purchase business combination of O-I Plastic and included in the allocation of the acquisition cost. All of the cash payments for these termination benefits have been made as of March 31, 2005. For the year ended December 31, 2004, the Company accrued costs of employee termination benefits in the United States related to plant closures of $3.3 million, in accordance with EITF 95-3. This liability was treated as having been assumed in the purchase business combination of O-I Plastic and included in the allocation of the acquisition cost. (Refer to Note 9 for a discussion of this acquisition). 235 employees of the plants scheduled to be closed have been terminated as of March 31, 2005. Substantially all of the cash payments for these termination benefits are expected to be made by December 31, 2005. For the three months ended March 31, 2005, the Company incurred costs of employee termination benefits in the United States related to its corporate staff of $1.1 million, which included the legal liability of severing four employees, all of which were terminated as of March 31, 2005. Substantially all of the cash payments for these termination benefits are expected to be made by March 31, 2007.

        The following table reflects a rollforward of these costs, primarily included in accrued employee compensation and benefits (in thousands):

	France Reduction in Force			2003 North America Reduction in Force			2004 United States Reduction in Force			2005 United States Reduction in Force			United States Plant Closures			Total
Reserves at December 31, 2004	$	631		$	777		$	77		$	—		$	3,294		$	4,779
Increase in reserves		—			—			1			1,063			—			1,064
Cash payments		(63	)		(71	)		(78	)		(145	)		(1,302	)		(1,659	)
Reserves at March 31, 2005	$	568		$	706		$	—		$	918		$	1,992		$	4,184

F-56

8.    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 acquired as part of O-I Plastic 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.

9.    Acquisitions

Purchase of O-I Plastic

        On October 7, 2004, the Company acquired O-I Plastic. With 2004 pro forma sales of $2.2 billion, the Company has essentially doubled in size. The Company believes that the acquisition has enabled it to:

•

enhance its position as the leading supplier in value-added plastic packaging, by adding breadth and diversity to its portfolio of blue-chip customers;



•

optimize the complementary technology portfolios and product development capabilities of the Company and O-I Plastic to pursue attractive conversion opportunities across all product categories;



•

begin to realize significant cost savings by eliminating overlapping and redundant corporate and administrative functions, targeting productivity improvements at O-I Plastic's facilities, consolidating facilities in geographic proximity to make them more cost-efficient and rationalizing plants and individual production lines with unattractive economics and/or cost structures. It should be noted that there are significant one-time costs associated with these cost savings; and



•

apply its proven business model, management expertise and best practices to deliver innovative designs and enhanced service levels to its combined customer base.

        The Company acquired O-I Plastic for a total purchase price (including acquisition-related costs) of $1,191.9 million, subject to certain adjustments. The acquisition was recorded under the purchase method of accounting and, accordingly, the results of the acquired operation are included in the financial statements of the Company beginning on October 7, 2004. The purchase price has been allocated to assets acquired and liabilities assumed based on estimated fair values. The purchase price allocation is preliminary pending a final determination of the purchase price and a final valuation of

F-57

the assets and liabilities. The allocated fair value of assets acquired and liabilities assumed is summarized as follows (in thousands):

Cash	$	10,860
Accounts receivable, net		130,343
Inventories		140,771
Deferred income taxes		48,239
Prepaid expenses and other current assets		11,312
Total current assets		341,525
Property, plant and equipment		732,057
Intangible assets		81,000
Goodwill		297,951
Other non-current assets		1,928
Total		1,454,461
Less liabilities assumed		262,535
Net cost of acquisition	$	1,191,926

        The purchase agreement related to O-I Plastic contained a stated purchase price of $1,200.0 million, which was paid on October 7, 2004, subject to adjustments based on the level of working capital acquired, indebtedness assumed and certain other measures. The Company and the sellers resolved certain of these adjustments to the purchase price in April 2005, resulting in a return to the Company of $38.9 million, which is reflected in accounts receivable and as a reduction to goodwill in the Condensed Consolidated Balance Sheet as of March 31, 2005. In addition, the purchase agreement provides information on certain net operating loss carryforwards for U.S. federal income tax purposes ("NOL's") that are allocated from the sellers to O-I Plastic. The ultimate amount of such NOL's will not be known until the sellers complete their federal income tax returns for 2004; however the purchase agreement provides that the NOL's will at least equal $100 million. A deferred income tax asset of $39.2 million related to NOL's of $100 million has been included in the purchase price allocation above.

        The finalization of the O-I Plastic purchase price and the NOL's acquired, as well as the finalization of appraisals, could have a material impact on the purchase price allocation above. The Company expects to finalize the purchase price allocation by the fourth quarter of 2005.

Purchase of Certain Tetra-Pak Operations

        On March 24, 2005, the Company acquired certain operations from Tetra-Pak Inc., Tetra Pak Moulded Packaging Systems Limited, Tetra Pak S.R.L., Tetra Pak MPS N.V., Tetra Pak LTDA and Tetra Pak Paketleme Sanayi Ve Ticaret A.S. for a total purchase price (including acquisition-related costs) of $34.2 million, subject to certain adjustments. The acquisition was recorded under the purchase method of accounting and, accordingly, the results of the acquired operation are included in the financial statements of the Company beginning on March 24, 2005. The initial purchase price has been allocated to assets acquired and liabilities assumed based on estimated fair values. The purchase price allocation

F-58

is preliminary pending a final determination of the purchase price and a final valuation of the assets and liabilities. The initial allocated fair value of assets acquired and liabilities assumed is summarized as follows (in thousands):

Accounts receivable, net	$	3,062
Inventories		1,522
Prepaid expenses and other current assets		13
Total current assets		4,597
Property, plant and equipment		21,363
Goodwill		9,231
Total		35,191
Less liabilities assumed		1,029
Net cost of acquisition	$	34,162

Pro Forma Information

        The following table sets forth unaudited pro forma results of operations, assuming that all of the above acquisitions had taken place at the beginning of each period presented:

	Three Months Ended
	March 31, 2005			March 28, 2004
	(In millions)
Net sales	$	626.0		$	551.6
Net (loss) income		(10.6	)		11.6

        These unaudited pro forma results have been prepared for comparative purposes only and include certain adjustments, such as additional depreciation and amortization expense as a result of a step-up in the basis of fixed assets and intangible assets, increased interest expense on acquisition debt and related tax effects. They do not purport to be indicative of the results of operations which actually would have resulted had the combinations been in effect at the beginning of each period presented, or of future results of operations of the entities.

10.    Lease Commitments

        The Company is a party to various leases involving real property and equipment. Total rent expense for operating leases amounted to $12.5 million and $6.1 million for the three months ended March 31, 2005 and March 28, 2004, respectively.

11.    Contingencies

        The Company is party to various 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

F-59

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.

        On July 9, 2002, the Company and Graham Engineering, an affiliated company, amended the equipment sales, services and license agreement to, among other things, obligate the Company, retroactive to January 1, 2002 and subject to certain credits and carry-forwards, to make payments for products and services to Graham Engineering in the amount of at least $12.0 million per calendar year, or else pay Graham Engineering a shortfall payment. The Company does not expect to be required to make a shortfall payment relative to its purchases for 2005.

12.    Condensed Guarantor Data

        On October 7, 2004 the Operating Company and CapCo I co-issued $250.0 million aggregate principal amount of 8¹/2% Senior Notes due 2012 and $375.0 million aggregate principal amount of 9⁷/8% Senior Subordinated Notes due 2014. The notes were issued under Indentures issued on October 7, 2004. Holdings and domestic subsidiaries of the Operating Company have fully and unconditionally guaranteed these notes. Both the Operating Company and CapCo I are 100%-owned subsidiaries of Holdings.

        The following unaudited condensed consolidating financial statements present the financial position, results of operations and cash flows of Holdings, the Operating Company, guarantor domestic subsidiaries of the Operating Company, non-guarantor subsidiaries and CapCo I.

F-60

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF MARCH 31, 2005

(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	$	—		$	2,002		$	1	$	13,570	$	—	$	—		$	15,573
	Accounts receivable, net		—			120,941			139,795		87,690		—		—			348,426
	Inventories		—			77,247			115,929		38,966		—		—			232,142
	Deferred income taxes		—			—			49,868		1,241		—		—			51,109
	Prepaid expenses and other current assets		—			11,811			4,100		18,131		—		—			34,042
Total current assets			—			212,001			309,693		159,598		—		—			681,292
Property, plant and equipment, net			—			529,454			639,448		271,477		—		—			1,440,379
Intangible assets			—			1,970			80,670		33		—		—			82,673
Goodwill			—			10,940			305,202		6,817		—		—			322,959
Net intercompany			—			1,144,759			—		—		—		(1,144,759	)		—
Investment in subsidiaries			—			436,365			212,898		—		—		(649,263	)		—
Other non-current assets			—			94,723			1,303		2,630		—		—			98,656
Total assets		$	—		$	2,430,212		$	1,549,214	$	440,555	$	—	$	(1,794,022	)	$	2,625,959
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
	Accounts payable and accrued expenses	$	—		$	168,934		$	109,277	$	102,553	$	—	$	—		$	380,764
	Current portion of long-term debt		—			18,025			—		6,679		—		—			24,704
Total current liabilities			—			186,959			109,277		109,232		—		—			405,468
Long-term debt			—			2,488,644			—		1,182		—		—			2,489,826
Deferred income taxes			—			—			131,211		7,798		—		—			139,009
Other non-current liabilities			—			12,927			—		9,930		—		—			22,857
Investment in subsidiaries			258,318			—			—		—		—		(258,318	)		—
Net intercompany			187,089			—			925,689		31,981		—		(1,144,759	)		—
Minority interest			—			—			—		14,206		—		—			14,206
Commitments and contingent liabilities			—			—			—		—		—		—			—
Partners' capital (deficit)			(445,407	)		(258,318	)		383,037		266,226		—		(390,945	)		(445,407	)
Total liabilities and partners' capital (deficit)		$	—		$	2,430,212		$	1,549,214	$	440,555	$	—	$	(1,794,022	)	$	2,625,959

F-61

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2004

(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	$	—		$	1,080		$	—	$	21,051	$	—	$	—		$	22,131
	Accounts receivable, net		—			68,957			107,515		72,760		—		—			249,232
	Inventories		—			75,965			122,068		37,061		—		—			235,094
	Deferred income taxes		—			—			56,709		791		—		—			57,500
	Prepaid expenses and other current assets		—			13,808			2,911		22,827		—		—			39,546
Total current assets			—			159,810			289,203		154,490		—		—			603,503
Property, plant and equipment, net			—			493,055			649,494		272,444		—		—			1,414,993
Intangible assets			—			1,843			82,316		31		—		—			84,190
Goodwill			—			40,398			303,546		6,840		—		—			350,784
Net intercompany			—			1,151,550			—		—		—		(1,151,550	)		—
Investment in subsidiaries			—			423,023			215,748		—		—		(638,771	)		—
Other non-current assets			—			94,126			1,396		2,625		—		—			98,147
Total assets		$	—		$	2,363,805		$	1,541,703	$	436,430	$	—	$	(1,790,321	)	$	2,551,617
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
	Accounts payable and accrued expenses	$	—		$	140,007		$	112,260	$	94,117	$	—	$	—		$	346,384
	Current portion of long-term debt		—			18,942			—		6,712		—		—			25,654
Total current liabilities			—			158,949			112,260		100,829		—		—			372,038
Long-term debt			—			2,438,490			—		1,061		—		—			2,439,551
Deferred income taxes			—			—			131,194		7,645		—		—			138,839
Other non-current liabilities			—			13,377			—		8,250		—		—			21,627
Investment in subsidiaries			247,011			—			—		—		—		(247,011	)		—
Net intercompany			187,089			—			921,083		43,378		—		(1,151,550	)		—
Minority interest			—			—			—		13,662		—		—			13,662
Commitments and contingent liabilities			—			—			—		—		—		—			—
Partners' capital (deficit)			(434,100	)		(247,011	)		377,166		261,605		—		(391,760	)		(434,100	)
Total liabilities and partners' capital (deficit)		$	—		$	2,363,805		$	1,541,703	$	436,430	$	—	$	(1,790,321	)	$	2,551,617

F-62

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2005

(In thousands)

	Graham Packaging Holdings Company			Graham Packaging Company, L.P.			Guarantors			Non- Guarantors		GPC Capital Corp. I		Eliminations			Consolidated
Net sales	$	—		$	243,177		$	275,667		$	116,465	$	—	$	(14,770	)	$	620,539
Cost of goods sold		—			214,713			241,216			99,841		—		(14,770	)		541,000
Gross profit		—			28,464			34,451			16,624		—		—			79,539
Selling, general and administrative expenses		—			27,572			1,969			5,849		—		—			35,390
Impairment charges		—			1,605			—			—		—		—			1,605
Operating (loss) income		—			(713	)		32,482			10,775		—		—			42,544
Interest expense, net		—			27,027			14,849			898		—		—			42,774
Other expense, net		—			71			53			213		—		—			337
Equity in loss (earnings) of subsidiaries		11,537			(16,322	)		(3,484	)		—		—		8,269			—
(Loss)/income before income taxes and minority interest		(11,537	)		(11,489	)		21,064			9,664		—		(8,269	)		(567	)
Income tax provision		—			48			6,858			3,520		—		—			10,426
Minority interest		—			—			—			544		—		—			544
Net (loss) income	$	(11,537	)	$	(11,537	)	$	14,206		$	5,600	$	—	$	(8,269	)	$	(11,537	)

F-63

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 28, 2004

(In thousands)

	Graham Packaging Holdings Company			Graham Packaging Company, L.P.			Guarantors			Non- Guarantors			GPC Capital Corp. I		Eliminations			Consolidated
Net sales	$	—		$	202,304		$	9,243		$	57,955		$	—	$	(9,215	)	$	260,287
Cost of goods sold		—			161,874			9,383			48,034			—		(9,215	)		210,076
Gross profit		—			40,430			(140	)		9,921			—		—			50,211
Selling, general and administrative expenses		—			12,560			4			4,452			—		—			17,016
Operating income (loss)		—			27,870			(144	)		5,469			—		—			33,195
Interest expense (income), net		4,670			15,576			(88	)		718			—		—			20,876
Other (income) expense, net		—			(141	)		7			(213	)		—		—			(347	)
Equity in earnings of subsidiaries		(15,212	)		(2,800	)		(282	)		—			—		18,294			—
Income (loss) before income taxes and minority interest		10,542			15,235			219			4,964			—		(18,294	)		12,666
Income tax provision		—			23			—			1,722			—		—			1,745
Minority interest		—			—			—			379			—		—			379
Net income (loss)	$	10,542		$	15,212		$	219		$	2,863		$	—	$	(18,294	)	$	10,542

F-64

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2005

(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		$	—	$	21,602		$	16,356		$	2,627		$	—	$	—	$	40,585
Investing activities:
	Net purchases of property, plant and equipment		—		(38,669	)		(16,345	)		(7,391	)		—		—		(62,405	)
	Acquisitions of/investments in businesses, net of cash acquired		—		(30,813	)		(10	)		(2,138	)		—		—		(32,961	)
Net cash used in investing activities			—		(69,482	)		(16,355	)		(9,529	)		—		—		(95,366	)
Financing activities:
	Proceeds from issuance of long-term debt		—		253,680			—			15,096			—		—		268,776
	Payment of long-term debt		—		(204,443	)		—			(14,836	)		—		—		(219,279	)
	Debt issuance fees		—		(435	)		—			—			—		—		(435	)
Net cash provided by financing activities			—		48,802			—			260			—		—		49,062
Effect of exchange rate changes			—		—			—			(839	)		—		—		(839	)
Increase (decrease) in cash and cash equivalents			—		922			1			(7,481	)		—		—		(6,558	)
Cash and cash equivalents at beginning of period			—		1,080			—			21,051			—		—		22,131
Cash and cash equivalents at end of period		$	—	$	2,002		$	1		$	13,570		$	—	$	—	$	15,573

F-65

GRAHAM PACKAGING HOLDINGS COMPANY

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 28, 2004

(In thousands)

		Graham Packaging Holdings Company			Graham Packaging Company, L.P.			Guarantors			Non- Guarantors			GPC Capital Corp. I		Eliminations		Consolidated
Operating activities:
Net cash (used in) provided by operating activities		$	(9,084	)	$	12,245		$	40		$	7,440		$	—	$	—	$	10,641
Investing activities:
	Net purchases of property, plant and equipment		—			(24,187	)		—			(4,950	)		—		—		(29,137	)
	Acquisition of/investment in a business, net of cash acquired		9,084			(9,084	)		(40	)		—			—		—		(40	)
Net cash provided by (used in) investing activities			9,084			(33,271	)		(40	)		(4,950	)		—		—		(29,177	)
Financing activities:
	Proceeds from issuance of long-term debt		—			90,343			—			1,402			—		—		91,745
	Payment of long-term debt		—			(67,057	)		—			(3,076	)		—		—		(70,133	)
	Debt issuance fees		—			(1,500	)		—			—			—		—		(1,500	)
Net cash provided by (used in) financing activities			—			21,786			—			(1,674	)		—		—		20,112
Effect of exchange rate changes			—			—			—			(545	)		—		—		(545	)
Increase in cash and cash equivalents			—			760			—			271			—		—		1,031
Cash and cash equivalents at beginning of period			—			847			—			6,220			—		—		7,067
Cash and cash equivalents at end of period		$	—		$	1,607		$	—		$	6,491		$	—	$	—	$	8,098

F-66

13.    Comprehensive Income (Loss)

        Comprehensive income (loss) for the three months ended March 31, 2005 and March 28, 2004 was as follows:

	Three Months Ended
	March 31, 2005			March 28, 2004
	(In thousands)
Net (loss) income	$	(11,537	)	$	10,542
Changes in fair value of derivatives		9,744			(3,458	)
Additional minimum pension liability		7			12
Cumulative translation adjustment		(9,578	)		(4,935	)
Comprehensive income (loss)	$	(11,364	)	$	2,161

F-67

14.    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 three months ended March 31, 2005 and March 28, 2004, representing the reportable segments currently utilized by the chief operating decision maker, was as follows:

		North America		Europe		South America		Eliminations			Total
		(a)		(a)		(a)		(b)			(a)
				(In thousands)
Net sales(c)(d)	Three months ended March 31, 2005 Three months ended March 28, 2004	$	538,687 214,609	$	66,557 36,972	$	15,295 8,764	$	— (58	)	$	620,539 260,287
Operating income	Three months ended March 31, 2005 Three months ended March 28, 2004		35,864 29,894		4,677 3,141		2,003 160		— —			42,544 33,195
Depreciation and amortization(e)	Three months ended March 31, 2005 Three months ended March 28, 2004		49,707 18,093		4,939 3,024		838 581		— —			55,484 21,698
Impairment charges	Three months ended March 31, 2005 Three months ended March 28, 2004		1,605 —		— —		— —		— —			1,605 —
Interest expense, net(e)	Three months ended March 31, 2005 Three months ended March 28, 2004		42,056 20,245		496 560		222 71		— —			42,774 20,876
Income tax provision	Three months ended March 31, 2005 Three months ended March 28, 2004		8,191 189		1,862 1,212		373 344		— —			10,426 1,745
Identifiable assets(c)(d)(f)	As of March 31, 2005 As of December 31, 2004		2,681,306 2,597,442		305,723 300,161		49,482 46,877		(410,552 (392,863	) )		2,625,959 2,551,617
Goodwill(f)	As of March 31, 2005 As of December 31, 2004		306,252 333,174		16,008 16,916		699 694		— —			322,959 350,784
Net capital expenditures, excluding acquisitions	Three months ended March 31, 2005 Three months ended March 28, 2004		56,342 24,448		4,703 3,237		1,360 1,452		— —			62,405 29,137

(a)

On October 7, 2004, the Company acquired O-I Plastic.

(b)

To eliminate intercompany balances, which include investments in the operating segments and inter-segment receivables and payables.

(c)

The Company's net sales for Europe include sales in France which totaled approximately $20.1 million and $17.5 million for the three months ended March 31, 2005 and March 28, 2004, respectively. Identifiable assets in France totaled approximately $128.9 million and $132.9 million as of March 31, 2005 and December 31, 2004, respectively.

(d)

The Company's net sales for North America include sales in Mexico which totaled approximately $29.9 million and $7.5 million for the three months ended March 31, 2005 and March 28, 2004, respectively. Identifiable assets in Mexico totaled approximately $105.7 million and $96.7 million as of March 31, 2005 and December 31, 2004, respectively. Approximately all of the North America reportable segment's remaining net sales and identifiable assets are in the United States.

(e)

Includes amortization of debt issuance fees.

F-68

(f)

Intangible assets and goodwill associated with the acquisitions of O-I Plastic and the Tetra Pak operations are included in the North America reportable segment at March 31, 2005 and December 31, 2004 as it is not practicable to allocate these assets among the reportable segments until the final determination of the purchase price and related allocation to the fair value of assets acquired and liabilities assumed has been made.

Product Net Sales Information

        The following is supplemental information on net sales by product category:

	Three Months Ended
	March 31, 2005		March 28, 2004
	(In thousands)
Food and Beverage	$	352,611	$	154,876
Household		124,127		49,187
Automotive Lubricants		68,471		56,224
Personal Care/Specialty(1)		75,330		—
Total Net Sales	$	620,539	$	260,287

(1)

Prior to the Acquisition, sales of Personal Care/Specialty containers were not significant and are included in the Household category.

15.    Pension Plans

        The components of net periodic pension cost for the Company's U.S. defined benefit pension plans consisted of the following:

	Three Months Ended
	March 31, 2005			March 28, 2004
	(In thousands)
Components of net periodic pension cost:
Service cost	$	2,527		$	872
Interest cost		891			761
Expected return on plan assets		(852	)		(708	)
Net amortization and deferral		438			200
Net periodic pension cost	$	3,004		$	1,125

        The increase in net periodic pension cost in the first three months of 2005 was primarily attributable to higher service and interest costs in 2005 as a result of significantly higher headcount from the acquisition of O-I Plastic in the fourth quarter of 2004. This was partially offset by higher expected returns on plan assets as a result of increased pension contributions in 2004.

F-69

        The Company previously disclosed in its financial statements for the year ended December 31, 2004 that it expected to contribute $4.5 million to its pension plans in 2005. As of March 31, 2005 $3.1 million of contributions to its U.S. pension plans has been made.

16.    Subsequent Event

        In March 2005 the Company executed a Purchase and Sale of Equity Interest and Joint Venture Termination Agreement under which the Company will terminate the joint venture agreement with Industrias Innopack, S.A. de C.V. and acquire all of the equity interests held by Industrias Innopack, S.A. de C.V. in Graham Innopack de Mexico, S. de R.L. de C.V. and the operating companies thereunder. Closing of this transaction occurred on May 9, 2005, resulting in a payment by the Company of $13.9 million.

F-70

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of Owens-Illinois, Inc.
Owens-Illinois Plastic Container Business

        We have audited the accompanying combined balance sheets of Owens-Illinois Plastic Container Business as of December 31, 2003 and 2002, and the related combined statements of results of operations, net Parent investment, and cash flows for each of the three years in the period ended December 31, 2003. 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 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. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included 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 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, the financial statements referred to above present fairly, in all material respects, the combined financial position of Owens-Illinois Plastic Container Business at December 31, 2003 and 2002, and the combined results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.

        As discussed in Note 1 in the Notes to the Combined Financial Statements, in 2002 the Company changed its accounting for goodwill.

	Ernst & Young LLP
Toledo, Ohio April 30, 2004, Except for Notes 16 and 17, as to which the date is May 20, 2005

F-71

Combined Results of Operations

Owens-Illinois Plastic Container Business

(Dollars in millions)

		Years ended December 31,
		2003			2002			2001
Revenues:
	Net sales	$	1,225.5		$	1,139.5		$	1,177.9
	Royalties		8.1			6.8			7.5
	Interest		0.3			1.4			1.5
	Other		0.6			1.6			2.7
			1,234.5			1,149.3			1,189.6
Costs and expenses:
	Manufacturing, shipping, and delivery		1,066.7			941.8			954.7
	Research and development		19.8			20.0			21.2
	Engineering		2.5			2.4			2.3
	Selling and administrative		46.8			44.6			42.4
	Net intercompany interest		177.1			161.1			169.8
	Other interest expense		1.6			0.8			0.7
	Goodwill impairment		386.6			—			—
	Goodwill amortization		—			—			36.4
	Other		11.0			6.3			33.9
			1,712.1			1,177.0			1,261.4
Loss before items below			(477.6	)		(27.7	)		(71.8	)
Credit for income taxes			(29.3	)		(5.8	)		(13.1	)
Minority share owners' interests in earnings of subsidiary			—			—			0.5
Loss before cumulative effect of accounting change			(448.3	)		(21.9	)		(59.2	)
Cumulative effect of change in method of accounting for goodwill			—			(732.0	)		—
Net loss		$	(448.3	)	$	(753.9	)	$	(59.2	)

See accompanying Notes to Combined Financial Statements.

F-72

Combined Balance Sheets

Owens-Illinois Plastic Container Business

(Dollars in millions)

			December 31,
			2003		2002
Assets
Current assets:
	Cash		$	13.4	$	6.9
	Receivables including $2.2 ($3.2 in 2002) from related parties, less allowances of $8.4 ($18.5 in 2002) for losses and discounts			128.2		107.3
Inventories				179.5		166.5
Prepaid expenses				18.8		18.9
	Total current assets			339.9		299.6
Other assets:
	Repair parts inventories			25.4		22.4
	Deposits, receivables, and other assets			15.1		15.6
	Intangible assets			40.3		46.0
	Goodwill			151.0		537.1
		Total other assets		231.8		621.1
Property, plant, and equipment:
	Land, at cost			28.2		27.8
	Buildings and equipment, at cost:
		Buildings and building equipment		191.8		180.3
		Factory machinery and equipment		1,228.7		1,117.4
		Transportation, office, and miscellaneous equipment		17.7		15.3
		Construction in progress		48.7		90.2
				1,515.1		1,431.0
	Less accumulated depreciation			683.5		599.8
		Net property, plant, and equipment		831.6		831.2
Total assets			$	1,403.3	$	1,751.9

See accompanying Notes to Combined Financial Statements.

F-73

			December 31,
			2003			2002
Liabilities and Net Parent Investment
Current liabilities:
	Short-term loans		$	0.4		$	—
	Accounts payable including $3.2 ($3.5 in 2002) to related parties			84.9			93.9
	Salaries and wages			8.8			13.1
	U.S. and foreign income taxes			4.6			12.5
	Other accrued liabilities			27.0			22.4
	Long-term debt due within one year			0.6			0.4
		Total current liabilities		126.3			142.3
External long-term debt				1.3			1.6
Deferred taxes				119.5			122.9
Other liabilities				5.0			4.8
Net Parent investment
	Investment by and advances from Parent			1,176.1			1,504.7
	Accumulated other comprehensive loss			(24.9	)		(24.4	)
		Total net Parent investment		1,151.2			1,480.3
Total liabilities and net Parent investment			$	1,403.3		$	1,751.9

See accompanying Notes to Combined Financial Statements.

F-74

Combined Net Parent Investment

Owens-Illinois Plastic Container Business

(Dollars in millions)

			Years ended December 31,
			2003			2002			2001
Investment by and advances from Parent
	Balance at beginning of year		$	1,504.7		$	2,269.8		$	2,313.9
	Net intercompany transactions			119.7			(11.2	)		15.1
	Net loss			(448.3	)		(753.9	)		(59.2	)
		Balance at end of year		1,176.1			1,504.7			2,269.8
Accumulated other comprehensive loss
	Balance at beginning of year			(24.4	)		(27.1	)		(20.5	)
	Foreign currency translation adjustments			(0.5	)		2.7			(6.6	)
		Balance at end of year		(24.9	)		(24.4	)		(27.1	)
Total net Parent investment			$	1,151.2		$	1,480.3		$	2,242.7
Total comprehensive loss
	Net loss		$	(448.3	)	$	(753.9	)	$	(59.2	)
	Foreign currency translation adjustments			(0.5	)		2.7			(6.6	)
		Total comprehensive loss	$	(448.8	)	$	(751.2	)	$	(65.8	)

See accompanying Notes to Combined Financial Statements.

F-75

Combined Cash Flows

Owens-Illinois Plastic Container Business

(Dollars in millions)

			Years ended December 31,
			2003			2002			2001
Operating activities:
Net loss before cumulative effect of accounting change			$	(448.3	)	$	(21.9	)	$	(59.2	)
Non cash charges (credits):
	Depreciation			94.3			85.8			76.9
	Amortization of deferred costs			1.5			2.2			0.8
	Amortization of intangibles			5.7			5.7			5.7
	Amortization of goodwill			—			—			36.4
	Impairment of goodwill			386.6			—			—
	Deferred tax credit			(36.5	)		(12.2	)		(28.9	)
	Restructuring costs and write offs of certain assets			—			—			24.4
	Other			1.6			(4.0	)		(7.9	)
Change in non-current operating assets				(4.9	)		(1.4	)		(3.2	)
Change in components of working capital				(50.5	)		18.5			22.6
	Cash provided by (utilized in) operating activities			(50.5	)		72.7			67.6
Investing activities:
	Additions to property, plant and equipment			(94.7	)		(115.8	)		(123.9	)
	Acquisitions, net of cash acquired			—			(2.5	)		(10.8	)
	Net cash proceeds from divestitures and other			2.2			2.8			7.3
		Cash utilized in investing activities		(92.5	)		(115.5	)		(127.4	)
Financing Activities:
	Net change in advances from parent			149.1			38.2			41.4
	Repayments of long-term debt			(0.5	)		(0.3	)		(0.3	)
	Additions to long-term debt			—			—			0.7
	Net change in short-term loans			0.4			—			(7.7	)
		Cash provided by (used in) financing activities		149.0			37.9			34.1
		Effect of exchange rate fluctuations on cash		0.5			(0.2	)		1.0
Increase (decrease) in cash				6.5			(5.1	)		(24.7	)
Cash at beginning of year				6.9			12.0			36.7
Cash at end of year			$	13.4		$	6.9		$	12.0

See accompanying Notes to Combined Financial Statements.

F-76

Owens-Illinois Plastic Container Business

Notes to Combined Financial Statements

(Tabular data dollars in millions)

1.    Significant Accounting Policies

Basis of Combined Statements

        The combined financial statements of Owens-Illinois Plastic Container Business ("Company") include the following companies which have historically been operated as an integrated business: Owens-Brockway Plastic Products Inc. (excluding a 50% interest in Guala Closures Mexicana S.A. de C.V. and Continental PET Technologies do Brasil Ltda due to both being in a different line of business), OI Plasticos de Venezuela C.A., Owens-Illinois Plastics Ltd., Owens-Illinois Plastics Ecuador S.A., Owens-Illinois Plastics Oy, and Owens-Illinois Plastics B.V. All significant intercompany investments, accounts, and transactions have been eliminated.

Relationship with Owens-Illinois, Inc.

        The companies included above are each individually owned by Owens-Illinois, Inc. ("OI Inc."). Although OI Inc. does not conduct any operations, it has substantial obligations related to outstanding indebtedness, dividends for preferred stock and asbestos-related payments. OI Inc. relies primarily on distributions from its direct and indirect subsidiaries to meet these obligations.

        The combined financial statements include all revenues, costs, assets and liabilities directly attributable to the Company. The Company utilizes certain OI Inc. corporate-wide systems and services. Charges for administrative services are allocated to the Company by OI Inc. based on an annual utilization level. Such services include compensation and benefits administration, payroll processing, use of certain general accounting systems, auditing, income tax planning and compliance, and treasury services. All of the allocations and estimates in the combined financial statements are based on assumptions that management of the Company and OI Inc. believe are reasonable in the circumstances. The Company's financial information included herein is not necessarily indicative of the financial position, results of operations and cash flows of the Company in the future or indicative of the results that would have been reported if the Company had operated as an unaffiliated enterprise.

        Liabilities incurred for group insurance, federal income tax, and certain other accruals are retained at the corporate level by OI Inc. and charges to the Company are recorded through intercompany debt which is included in advances from Parent company.

        For federal and certain state income tax purposes, the taxable income of the Company is included in the consolidated tax returns of OI Inc. and income taxes are recorded by the Company on a basis consistent with separate returns.

Nature of Operations

        The Company is a leading manufacturer of plastic containers in the U.S. rigid packaging market. The Company operates in one segment and its principal product lines include consumer products (blow molded containers). The Company's principal operations are in North America, however, the Company does have minor operations in Europe and South America. Major market segments served include the United States household products, chemical products, personal care products, and food and beverage industries. One customer accounted for 17.7%, 19.8%, and 20.1% of the Company's sales in 2003, 2002, and 2001 respectively.

F-77

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management of the Company to make estimates and assumptions that affect certain amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates, at which time the Company would revise its estimates accordingly.

Cash

        The Company defines "cash" as cash and time deposits with maturities of three months or less when purchased. Outstanding checks in excess of funds on deposit are included in accounts payable.

Fair Values of Financial Instruments

        The carrying amounts reported for cash, accounts receivable, accounts payable, and short-term loans approximate fair value. In addition, carrying amounts approximate fair value for certain long-term debt obligations subject to frequently redetermined interest rates. The Company is not a party to any material derivative financial instruments.

Inventory Valuation

        The Company values most U.S. inventories at the lower of last-in, first-out (LIFO) cost or market. Other inventories are valued at the lower of standard costs (which approximate average costs) or market.

Goodwill

        Goodwill represents the excess of cost over fair value of assets of businesses acquired. Through December 31, 2001, goodwill was being amortized over 40 years. In accordance with Statement of Financial Accounting Standards ("FAS") No. 142 (as described below in "New Accounting Standards"), goodwill is no longer being amortized, but is being evaluated annually, as of October 1, for impairment or more frequently if an impairment indicator exists.

Intangible Assets and Other Long-Lived Assets

        Intangible assets are amortized over the expected useful life of the asset. The Company evaluates the recoverability of amortizable intangible assets and other long-lived assets based on undiscounted projected cash flows, excluding interest and taxes, when factors indicate that impairment may exist. If impairment exists, the asset is written down to fair value.

Property, Plant, and Equipment

        Property, plant and equipment ("PP&E") is carried at cost and includes expenditures for new facilities and equipment and those costs which substantially increase the useful lives or capacity of existing PP&E. In general, depreciation is computed using the straight-line method. Maintenance and repairs are expensed as incurred. Costs assigned to PP&E of acquired businesses are based on estimated fair values at the date of acquisition.

F-78

Revenue Recognition

        The Company recognizes sales, net of estimated discounts and allowances, when the title to the products and risk of loss are transferred to customers. Provisions for rebates to customers are provided in the same period that the related sales are recorded.

Shipping and Handling Costs

        Shipping and handling costs are included with manufacturing, shipping, and delivery costs in the Consolidated Statements of Operations.

Income Taxes on Undistributed Earnings

        In general, the Company plans to continue to reinvest the undistributed earnings of foreign subsidiaries. Accordingly, taxes are provided only on that amount of undistributed earnings in excess of planned reinvestments.

Foreign Currency Translation

        The assets and liabilities of non-U.S. operations are translated at current exchange rates and any related translation adjustments are recorded directly in net Parent investment.

Accounts Receivable

        Receivables are stated at amounts estimated by management to be the net realizable value. The Company charges off accounts receivable when it becomes apparent based upon age or customer circumstances that amounts will not be collected.

Allowance for Doubtful Accounts

        The allowance for doubtful accounts is established through charges to the provision for bad debts. The Company evaluates the adequacy of the allowance for doubtful accounts on a periodic basis. The evaluation includes historical trends in collections and write-offs, management's judgment of the probability of collecting accounts and management's evaluation of business risk.

Participation in OI Inc. Stock Option Plans

        The Company participates in the stock option plans of OI Inc. under which employees of the Company may be granted options to purchase common shares of OI Inc. No options may be exercised in whole or in part during the first year after the date granted. In general, subject to certain accelerated exercisability provisions, 50% of the options become exercisable on the fifth anniversary of the date of the option grant, with the remaining 50% becoming exercisable on the sixth anniversary date of the option grant. In general, options expire following termination of employment or the day after the tenth anniversary date of the option grant.

        All options have been granted at prices equal to the market price of OI Inc.'s common stock on the date granted. Accordingly, the Company recognizes no compensation expense related to the stock

F-79

option plans. OI Inc. has adopted the disclosure-only provisions of FAS No. 123, "Accounting for Stock-Based Compensation."

        A substantial number of the options have been granted to key employees of another subsidiary of OI Inc., some of whose compensation costs are included in an allocation of costs to all operating subsidiaries of OI Inc., including the Company. It is not practical to determine an amount of additional compensation allocable to the Company if OI Inc. had elected to recognize compensation cost based on the fair value of the options granted at grant date as allowed by FAS No. 123.

New Accounting Standards

        FAS No. 132 (Revised). In December 2003, the Financial Accounting Standards Board issued FAS No. 132 (Revised) "Employers' Disclosure about Pensions and Other Postretirement Benefits." The revised statement requires additional disclosures to those in the original FAS No. 132 about the assets, obligations, cash flows, and net periodic benefit costs of defined benefit pension plans and other defined benefit postretirement plans. Except for certain disclosures for foreign pension plans and for benefit obligations, FAS No. 132 (Revised) is effective for financial statements with fiscal years ended after December 15, 2003 and was adopted by the Company.

        FAS No. 142. On January 1, 2002, the Company adopted FAS No. 142, "Goodwill and Other Intangible Assets." As required by FAS No. 142, Goodwill is no longer being amortized, but is being evaluated annually as of October 1, for impairment or more frequently if an impairment indicator exists.

        The following earnings data for 2001 have been presented on an adjusted basis to eliminate goodwill amortization of $36.4 million as required by FAS No. 142. The earnings data for 2003 and 2002 have been presented to provide comparative data to the 2001 adjusted earnings.

	2003			2002			2001
	(Actual)			(Actual)			(Adjusted)
Loss before cumulative effect of accounting change	$	(448.3	)	$	(21.9	)	$	(22.8	)
Net loss	$	(448.3	)	$	(753.9	)	$	(22.8	)

        FIN 46 (Revised). In January 2003, the FASB issued FASB Interpretation ("FIN") No. 46, "Consolidation of Variable Interest Entities." FIN No. 46 sets forth the criteria used in determining whether an investment in a variable interest entity ("VIE") should be consolidated and is based on the general premise that a company that controls another entity through interests other than voting interests should consolidate the controlled entity. FIN No. 46 is effective at the end of periods ending after December 15, 2003 for companies that have interest in structures that are commonly referred to as special-purpose entities. FIN No. 46 is effective for all other types of variable interest entities for periods ending after March 15, 2004. The Company does not have an interest in any structure that would be considered a special-purpose entity and therefore, FIN No. 46 will be adopted by the Company on March 31, 2004. Adoption of this interpretation is not expected to have a material impact on the Company's results of operations or financial position.

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2.    Changes in Components of Working Capital Related to Operations

        Changes in the components of working capital related to operations (net of the effects related to acquisitions and divestitures) were as follows:

		2003			2002			2001
Decrease (increase) in current assets:
	Receivables	$	(20.2	)	$	20.5		$	(3.3	)
	Inventories		(11.8	)		(11.5	)		14.4
	Prepaid expenses		(1.7	)		0.5			3.1
Increase (decrease) in current liabilities:
	Accounts payable and accrued liabilities		(5.1	)		6.1			11.1
	Salaries and wages		(4.4	)		0.7			1.2
	U.S. and foreign income taxes		(7.3	)		2.2			(3.9	)
		$	(50.5	)	$	18.5		$	22.6

3.    Inventories

        Major classes of inventory are as follows:

	2003		2002
Finished goods	$	110.7	$	104.9
Work in process		1.2		0.7
Raw materials		60.3		55.5
Operating supplies		7.3		5.4
	$	179.5	$	166.5

        If the inventories which are valued on the LIFO method had been valued at standard costs, which approximate current costs, consolidated inventories would be higher than reported by $5.4 million and $2.7 million at December 31, 2003 and 2002, respectively.

        Inventories which are valued at the lower of standard costs (which approximate average costs), or market at December 31, 2003 and 2002 were approximately $34.8 million and $26.5 million, respectively.

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4.    External Long-Term Debt

        The following table summarizes the external long-term debt of the Company at December 31, 2003 and 2002:

	December 31,
	2003		2002
Total external debt	$	1.9	$	2.0
		1.9		2.0
Less amounts due within one year		0.6		0.4
External long-term debt	$	1.3	$	1.6

        Annual maturities for all of the Company's long-term debt through 2008 are as follows: 2004, $0.6 million; 2005, $0.6 million; 2006, $0.6 million; and 2007, $0.1 million.

        Interest paid in cash aggregated $1.6 million for 2003, $0.1 million for 2002, and $0.5 million for 2001.

5.    Guarantees of Debt

        Owens-Brockway Plastic Products, Inc. ("OBPP") has guaranteed certain obligations of other OI Inc. subsidiaries under a secured bank credit agreement totaling $1,300.0 million at December 31, 2003. This guarantee expires with the secured credit agreement on April 1, 2007.

        OBPP also has guaranteed $1.0 billion of 8.875% and $625.0 million of 8.75% of Senior Secured Notes issued by an affiliate of the Company. These guarantees expire in 2009 for the $1.0 billion of 8.875% Senior Secured Notes and 2012 for the $625.0 million of 8.75% Senior Secured Notes.

        OBPP will be obligated under the above guarantees in the event that OI Inc.'s domestic or foreign subsidiaries cannot make the required interest or principal payments under the above obligations.

        During May 2003, an affiliate of OBPP issued $450 million of 7.75% Senior Secured Notes and $450 million of 8.25% Senior Notes. OBPP has guaranteed both series of notes. The assets of OBPP and most of its domestic subsidiaries are pledged as security for the Senior Secured Notes. The guarantees expire in 2011 for the $450 million of 7.75% and 2013 for the $450 million of 8.25%.

6.    Operating Leases

        Rent expense attributable to all warehouse, office buildings, and equipment operating leases was $18.0 million in 2003, $18.7 million in 2002, and $18.7 million in 2001. Minimum future rentals under operating leases are as follows: 2004, $9.7 million; 2005, $5.7 million; 2006, $4.4 million; 2007, $3.3 million; 2008, $2.8 million; and 2009 and thereafter, $12.7 million.

7.    Foreign Currency Translation

        Aggregate foreign currency exchange gains (losses) included in other costs and expenses were $(0.2) million in 2003, $1.5 million in 2002, and $(1.0) million in 2001.

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8.    Income Taxes

        Deferred income taxes reflect: (1) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (2) carryovers and credits for income tax purposes. Significant components of the Company's deferred tax assets and liabilities at December 31, 2003 and 2002 are as follows:

		2003			2002
Deferred tax assets:
	Tax loss carryovers	$	13.2		$	10.0
	Other, principally accrued liabilities		12.8			18.6
Total deferred tax assets			26.0			28.6
Deferred tax liabilities:
	Property, plant and equipment		99.5			105.0
	Other		32.3			31.3
Total deferred tax liabilities			131.8			136.3
Net deferred tax liabilities		$	(105.8	)	$	(107.7	)

        Deferred taxes are included in the Consolidated Balance Sheets at December 31, 2003 and 2002 as follows:

	2003			2002
Prepaid expenses	$	13.7		$	15.2
Deferred tax liabilities		(119.5	)		(122.9	)
Net deferred tax liabilities	$	(105.8	)	$	(107.7	)

        The credit for income taxes consists of the following:

		2003			2002			2001
Current:
	Foreign	$	7.2		$	6.4		$	15.8
			7.2			6.4			15.8
Deferred:
	U.S. Federal		(37.1	)		(11.0	)		(24.1	)
	Foreign		0.6			(1.2	)		(4.8	)
			(36.5	)		(12.2	)		(28.9	)
Total:
	U.S. Federal		(37.1	)		(11.0	)		(24.1	)
	Foreign		7.8			5.2			11.0
		$	(29.3	)	$	(5.8	)	$	(13.1	)

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        The credit for income taxes was calculated based on the following components of earnings (loss) before income taxes:

	2003			2002			2001
Domestic	$	(493.9	)	$	(39.8	)	$	(106.3	)
Foreign		16.3			12.1			34.5
	$	(477.6	)	$	(27.7	)	$	(71.8	)

        Income taxes paid in cash were as follows:

	2003		2002		2001
Domestic	$	0.7	$	0.6	$	1.2
Foreign		6.0		12.4		5.9
	$	6.7	$	13.0	$	7.1

        A reconciliation of the credit for income taxes based on the statutory U.S. Federal tax rate of 35% to the credit for income taxes is as follows:

		2003			2002			2001
Pretax loss at statutory U.S. Federal tax rate		$	(167.2	)	$	(9.7	)	$	(25.1	)
Decrease (increase) in credit for income taxes due to:
	Amortization of goodwill		—			—			12.7
	Impairment of goodwill		135.3			—			—
	International rate differences		2.5			(1.7	)		(0.8	)
	Other items		0.1			5.6			0.1
Credit for income taxes		$	(29.3	)	$	(5.8	)	$	(13.1	)
Effective tax rate			6.1	%		21.0	%		18.2	%

        The Company is included with OI Inc.'s consolidated tax returns. OI Inc. has net operating losses, alternative minimum tax credits, and research and development credits available to offset future U.S. Federal income tax.

        At December 31, 2003, the Company's equity in the undistributed earnings of foreign subsidiaries for which income taxes had not been provided approximated $38.4 million. It is not practicable to estimate the U.S. and foreign tax which would be payable should these earnings be distributed.

9.    Related Party Transactions

        Charges for administrative services are allocated to the Company by OI Inc. based on an annual utilization level. Such services include compensation and benefits administration, payroll processing, use

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of certain general accounting systems, auditing, income tax planning and compliance, and treasury services. The following information summarizes the Company's significant related party transactions:

		Years ended December 31,
		2003		2002		2001
Expenses:
	Administrative services	$	14.9	$	9.0	$	8.1
	Corporate management fee		4.8		4.6		5.5
Total expenses		$	19.7	$	13.6	$	13.6

        The above expenses are recorded in the statement of operations as follows:

	Years ended December 31,
	2003		2002		2001
Cost of sales	$	5.7	$	5.8	$	5.2
Selling, general, and administrative services		14.0		7.8		8.4
Total expenses	$	19.7	$	13.6	$	13.6

        Intercompany interest is charged to the Company from OI Inc. based on intercompany debt balances included in advances from parent. An interest rate is calculated monthly based on OI Inc.'s total consolidated monthly external debt balance and the related interest expense, including finance fee amortization and commitment fees. The calculated rate (7.4% at December 31, 2003) is applied monthly to the intercompany debt balance to determine intercompany interest expense.

10.    Pension Benefit Plans

        The Company participates in OI Inc.'s defined benefit pension plans for substantially all employees located in the United States. Benefits generally are based on compensation for salaried employees and on length of service for hourly employees. OI Inc.'s policy is to fund pension plans such that sufficient assets will be available to meet future benefit requirements. Independent actuaries determine pension costs for each subsidiary of OI Inc. included in the plans; however, accumulated benefit obligation information and plan assets pertaining to each subsidiary have not been separately determined. As such, the accumulated benefit obligation and the plan assets related to the pension plans for domestic employees have been retained by another subsidiary of OI Inc. Net credits to results of operations for the Company's allocated portion of the domestic pension costs amounted to $0.2 million in 2003, $5.6 million in 2002, and $7.5 million in 2001.

        OI Inc. also sponsors several defined contribution plans for all salaried and hourly U.S. employees of the Company. Participation is voluntary and participants' contributions are based on their compensation. OI Inc. matches contributions of participants, up to various limits, in substantially all plans. OI Inc. charges the Company for its share of the match. The Company's share of the contributions to these plans amounted to $2.2 million in 2003, $2.2 million in 2002, and $2.2 million in 2001.

F-85

11.    Postretirement Benefits Other Than Pensions

        OI Inc. provides certain retiree health care and life insurance benefits covering substantially all U.S. salaried and certain hourly employees. Employees are generally eligible for benefits upon retirement and completion of a specified number of years of creditable service. Independent actuaries determine postretirement benefit costs for each subsidiary of OI Inc.; however, accumulated postretirement benefit obligation information pertaining to each subsidiary has not been separately determined. As such, the accumulated postretirement benefit obligation has been retained by another subsidiary of OI Inc.

        The Company's net periodic postretirement benefit cost, as allocated by OI Inc., was $1.8 million, $1.4 million, and $1.2 million at December 31, 2003, 2002, and 2001, respectively.

12.    Other Costs and Expenses

        Other costs and expenses for the year ended December 31, 2001 include pretax charges of $24.4 million related to the following:

•

Impairment charges of $12.0 million at various international and domestic facilities in response to decisions about pricing and market segment strategy. These charges related to two domestic plastics packaging facilities and the abandonment of certain equipment at various locations.



•

Other costs of $3.9 million related to closing facilities and reducing workforce. The total workforce reductions involved approximately 180 employees at a cost of approximately $3.5 million, substantially all of which had been paid out at December 31, 2002.



•

A charge of $8.5 million for certain contingencies.

Actions related to the 2001 restructuring and impairment charges were completed during 2002.

13.    Contingencies

        In April 1999, Crown Cork & Seal Technologies Corporation ("CCS") filed suit against Continental PET Technologies, Inc. ("CPT"), a wholly owned subsidiary of the Company, in the United States District Court for the District of Delaware alleging that certain plastic container manufactured by CPT, primarily multi-layer PET container with barrier properties, infringe CCS's U.S. Patent 5,021,515 relating to an oxygen-scavenging material. CCS is a party to an agreement with Chevron Philips Chemical Company ("Chevron") under which Chevron has rights to sublicense certain CCS patents, including, Chevron believed, the patent involved in the suit against CPT. To avoid the cost of litigation, CPT took a sublicense from Chevron under the patent in suit and other patents. Chevron then entered the suit to defend and assert its right to sublicense the patent in suit to CPT. In November 2002, the Delaware District Court concluded that Chevron did not have the rights it purported to sublicense to CPT and entered a judgment to that effect on March 31, 2003.

        In connection with the initial public offering of Constar International Inc. ("Constar"), CCS contributed to Constar the patent involved in the suit against CPT. As a result, Constar was substituted for CCS as the plaintiff in the suit. The Court's judgments will allow Constar to pursue its lawsuit against CPT, which is in its initial stages and had been stayed pending resolution of the Chevron claims. In the lawsuit, Constar seeks certain monetary damages and injunctive relief. CPT will continue to pursue all defenses available to it. However, if the Court were to reach conclusions adverse to CPT on

F-86

the claims for monetary damages asserted by Constar, the Company believes such determination would not have a material adverse effect on the Company's consolidated results of operations and financial position, and any such damages could be covered in part by third party indemnification. Additionally, any adverse decision with respect to Constar's request for injunctive relief is not likely to have an adverse effect on the company because it believes that it can pursue alternative technologies for the manufacture of multi-layer PET container with barrier properties.

        Other litigation is pending against the Company, in many cases involving ordinary and routine claims incidental to the business of the Company and in others presenting allegations that are nonroutine and involve compensatory, punitive or treble damage claims as well as other types of relief. The ultimate legal and financial liability of the Company in respect to this pending litigation cannot be estimated with certainty. However, the Company believes, based on its examination and review of such matters and experience to date, that such ultimate liability will not have a material adverse effect on its results of operations or financial condition.

14.    Goodwill

        The changes in the carrying amount of goodwill for the years ended December 31, 2001, 2002 and 2003 are as follows:

Balance as of January 1, 2001	$	1,312.2
Amortization		(36.4	)
Translation effects		0.2
Tax adjustments and other changes		(10.8	)
Balance as of December 31, 2001		1,265.2
Write-down of goodwill		(732.0	)
Translation effects		(0.1	)
Tax adjustments and other changes		4.0
Balance as of December 31, 2002		537.1
Write-down of goodwill		(386.6	)
Tax adjustments and other changes		0.5
Balance as of December 31, 2003	$	151.0

        During the first quarter of 2002, the Company completed an impairment test under FAS No. 142 using the Company's business enterprise value ("BEV"). The BEV was calculated as of the measurement date, January 1, 2002, by determining the present value of debt-free, after-tax future cash flows, discounted at the weighted average cost of capital of a hypothetical third party buyer. The BEV was then compared to the book value as of the measurement date to assess whether an impairment existed under FAS No. 142. Based on this comparison, the Company determined that an impairment existed. Following a review of the valuation of the assets, the Company recorded an impairment charge of $732.0 million to reduce the reported value of its goodwill. As required by FAS No. 142, the transitional impairment loss has been recognized as the cumulative effect of a change in method of accounting.

F-87

        During the fourth quarter of 2003, the Company completed its annual impairment testing and determined that an impairment existed in its goodwill. The Company operates in a highly competitive and fragmented industry. During the course of 2003, a number of the product lines experienced price reductions, principally as a result of the Company's strategy to preserve and expand market segment share. The reduced pricing, along with continued capital expenditures, caused the Company to lower its earnings and cash flow projections for several years following the measurement date (October 1, 2003) resulting in an estimated fair value that was lower than its book value. Following a review of the valuation of its identifiable assets, the Company recorded an impairment charge of $386.6 million to reduce the reported value of its goodwill.

15.    Intangible Assets

        The gross amounts and accumulated amortization of identifiable intangible assets for the years ended December 31, 2002 and 2003 are as follows:

	2003				2002
	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Patents	$	53.5	$	21.2	$	53.5	$	15.8
License agreements		13.1		5.1		13.1		4.8
	$	66.6	$	26.3	$	66.6	$	20.6

        Amortization expense related to identifiable intangible assets was $5.7 million, $5.7 million, and $5.7 million for the years ended December 31, 2003, 2002, and 2001, respectively. Estimated annual amortization expense for the years ended December 31, 2004 through December 31, 2008 is $5.7 million per year.

16.    Subsequent event

        On October 7, 2004, the Company announced that it had completed the sale of its blow-molded plastic container operations in North America, South America and Europe, which represents approximately 90% of assets and revenues of the Company, to Graham Packaging Company (Graham).

        Cash proceeds were approximately $1.2 billion. The sale agreement included a post-closing purchase price adjustment based on changes in certain working capital components and certain other assets and liabilities of the business. This adjustment was finalized in April 2005, and Graham was paid approximately $39 million.

        Included in the sale were 24 plastics manufacturing plants in the U.S., two in Mexico, three in Europe and two in South America, serving consumer products companies in the food, beverage, household, chemical and personal care industries.

F-88

Owens-Illinois Plastic Container Business
Notes to Combined Financial Statements

Tabular data dollars in millions

17.    Financial Information for Subsidiary Guarantors and Non-Guarantors

        On October 7, 2004, the Company completed the sale of its non health-care blow-molded plastic container operations in North America, South America and Europe, which represents approximately 90% of assets and revenues of the Company, to Graham Packaging Holdings Company ("Graham Packaging").

        In order to finance the acquisition, certain wholly-owned subsidiaries of Graham Packaging entered into two new notes, a $250.0 million aggregate principal amount of 8¹/2% Senior Notes due 2012 and $375.0 million aggregate principal amount of 9⁷/8% Senior Subordinated Notes due 2014 (together, the "Notes"). Graham Packaging and the domestic subsidiaries of Graham Packaging's operating company, including the domestic subsidiaries acquired from the Company, have fully and unconditionally guaranteed these Notes. The guarantor subsidiaries are 100% owned by Graham Packaging.

        The following unaudited condensed consolidating financial statements present the financial position, results of operations and cash flows of the Company's guarantor and non-guarantor subsidiaries and operations not acquired. Due to the structure of the combined entities, it was not practical to determine cash flow from operations not acquired. Management does not believe such amounts are material.

		December 31, 2003
Balance Sheet		Guarantor Subsidiaries Acquired		Non-Guarantor Subsidiaries Acquired		Operations Not Acquired		Eliminations			Combined
Current assets:
	Receivables	$	97.1	$	15.2	$	15.9				$	128.2
	Inventories		135.5		19.5		24.5					179.5
	Other current assets		7.3		18.4		6.5					32.2
Total current assets			239.9		53.1		46.9		—			339.9
Investment in subsidiaries			76.4						(76.4	)		—
Goodwill			151.0									151.0
Other non-current assets			76.8		2.4		1.6					80.8
Total other assets			304.2		2.4		1.6		(76.4	)		231.8
Property, plant and equipment, net			669.1		60.0		102.5					831.6
Total assets		$	1,213.2	$	115.5	$	151.0	$	(76.4	)	$	1,403.3
Current liabilities:
	Accounts payable and accrued liabilities	$	70.7	$	32.1	$	22.5				$	125.3
	Short-term loans and long-term debt due within one year				1.0							1.0
Total current liabilities			70.7		33.1		22.5		—			126.3
Long-term debt					1.3							1.3
Other non-current liabilities			113.0		4.7		6.8					124.5
Net Parent investment			1,029.5		76.4		121.7		(76.4	)		1,151.2
Total liabilities and net Parent investment		$	1,213.2	$	115.5	$	151.0	$	(76.4	)	$	1,403.3

F-89

	Years ended December 31, 2003
Result of Operations	Guarantor Subsidiaries Acquired			Non-Guarantor Subsidiaries Acquired			Operations Not Acquired		Eliminations			Combined
Net sales	$	940.5		$	149.9		$	142.0	$	(6.9	)	$	1,225.5
Interest					0.2			0.1					0.3
Equity earnings in subsidiaries		9.6								(9.6	)		—
Other revenue		11.3			0.4					(3.0	)		8.7
Total revenue		961.4			150.5			142.1		(19.5	)		1,234.5
Manufacturing, shipping, and delivery		831.0			128.2			117.4		(9.9	)		1,066.7
Research, engineering, selling, administrative, and other		452.4			4.5			9.8					466.7
Net intercompany interest		174.1			1.7			1.3					177.1
Other interest expense		1.2			(1.1	)		1.5					1.6
Total costs and expense		1,458.7			133.3			130.0		(9.9	)		1,712.1
Pre-tax earnings (loss)		(497.3	)		17.2			12.1		(9.6	)		(477.6	)
Provision (credit) for income taxes		(42.0	)		7.6			5.1					(29.3	)
Net earnings (loss)	$	(455.3	)	$	9.6		$	7.0	$	(9.6	)	$	(448.3	)

		Year ended December 31, 2003
Cash Flows		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Combined
Cash provided by (used in) operating activities		$	(64.2	)	$	13.7				$	(50.5	)
Investing Activities:
	Additions to property, plant, and equipment		(80.7	)		(14.0	)				(94.7	)
	Proceeds from sales		2.2								2.2
	Cash provided by (used in) investing activities		(78.5	)		(14.0	)		—		(92.5	)
Financing Activities:
	Intercompany transactions, net		142.7			6.4					149.1
	Change in short term debt					0.4					0.4
	Payments of long term debt					(0.5	)				(0.5	)
Cash provided by (used in) financing activities			142.7			6.3			—		149.0
Effect of exchange rate change on cash						0.5					0.5
Net change in cash			—			6.5			—		6.5
Cash at beginning of year			0.1			6.8					6.9
Cash at end of year		$	0.1		$	13.3		$	—	$	13.4

F-90

Combined Results of Operations

Owens-Illinois Plastic Container Business

(Dollars in millions)

		Nine months ended September 30,
		2004			2003
		(unaudited)
Revenues:
	Net sales	$	979.7		$	949.8
	Royalties		6.8			6.6
	Interest		0.3			0.2
	Other		0.3			0.5
			987.1			957.1
Costs and expenses:
	Manufacturing, shipping, and delivery		851.9			813.7
	Research and development		14.1			14.1
	Engineering		1.6			1.9
	Selling and administrative		33.9			34.3
	Net intercompany interest		128.6			131.9
	Other interest expense		1.6			1.2
	Other		24.1			9.9
			1,055.8			1,007.0
Loss before items below			(68.7	)		(49.9	)
Credit for income taxes			(15.9	)		(14.8	)
Net loss		$	(52.8	)	$	(35.1	)

See accompanying Notes to Combined Financial Statements

F-91

Combined Balance Sheets

Owens-Illinois Plastic Container Business

(Dollars in millions)

			Sept. 30, 2004			Dec. 31, 2003
			(unaudited)
Assets
Current assets:
	Cash		$	18.3		$	13.4
	Receivables including amounts from related parties ($6.4 at Sept. 30, 2004, and $2.2 at Dec. 31, 2003), less allowances for losses and discounts ($6.9 at Sept. 30, 2004, and $8.4 at Dec. 31, 2003)			149.9			128.2
	Inventories			146.6			179.5
	Prepaid expenses			24.4			18.8
		Total current assets		339.2			339.9
Other assets:
	Repair parts inventories			25.8			25.4
	Deposits, receivables, and other assets			11.5			15.1
	Intangible assets			34.8			40.3
	Goodwill			151.0			151.0
		Total other assets		223.0			231.8
Property, plant, and equipment:
	Land, at cost			26.1			28.2
	Buildings and equipment, at cost:
		Buildings and building equipment		189.6			191.8
		Factory machinery and equipment		1,247.6			1,228.7
		Transportation, office, and miscellaneous equipment		14.4			17.7
		Construction in progress		26.2			48.7
				1,503.9			1,515.1
	Less accumulated depreciation			723.8			683.5
		Net property, plant, and equipment		780.1			831.6
Total assets			$	1,342.3		$	1,403.3
Liabilities and Net Parent Investment
Current liabilities:
	Short-term loans		$	—		$	0.4
	Accounts payable including amounts to related parties ($4.1 at Sept. 30, 2004, and $3.2 at Dec. 31, 2003)			90.5			84.9
	Salaries and wages			11.5			8.8
	U.S. and foreign income taxes			3.2			4.6
	Other accrued liabilities			45.8			27.0
	Long-term debt due within one year						0.6
		Total current liabilities		151.0			126.3
External long-term debt							1.3
Deferred taxes				114.7			119.5
Other liabilities				1.3			5.0
Net Parent investment
	Investment by and advances from Parent			1,103.4			1,176.1
	Accumulated other comprehensive loss			(28.1	)		(24.9	)
		Total net Parent investment		1,075.3			1,151.2
Total liabilities and net Parent investment			$	1,342.3		$	1,403.3

See accompanying Notes to Combined Financial Statements

F-92

Combined Cash Flows

Owens-Illinois Plastic Container Business

(Dollars in millions)

			Nine months ended September 30,
			2004			2003
			(unaudited)
Operating activities:
	Net loss		$	(52.8	)	$	(35.1	)
	Non-cash charges (credits):
		Depreciation		74.1			70.0
		Amortization of deferred costs		5.9			5.3
		Deferred tax credit		(12.2	)		(6.7	)
		Charge for certain intellectual property litigation		14.5
		Other		11.5			2.7
	Change in non-current operating assets			2.1			(1.1	)
	Change in components of working capital			35.6			(62.5	)
Cash provided by (utilized in) operating activities				78.7			(27.4	)
Investing activities:
	Additions to property, plant and equipment			(28.8	)		(79.0	)
	Net cash proceeds from divestitures and other			0.3			1.5
		Cash utilized in investing activities		(28.5	)		(77.5	)
Financing activities:
	Net change in advances from parent			(42.5	)		109.6
	Repayments of long-term debt			(2.2	)		(0.3	)
	Net change in short-term loans						0.3
		Cash provided by (used in) financing activities		(44.7	)		109.6
		Effect of exchange rate fluctuations on cash		(0.6	)		0.1
Increase in cash				4.9			4.8
Cash at beginning of year				13.4			6.9
Cash at end of year			$	18.3		$	11.7

See accompanying Notes to Combined Financial Statements

F-93

Owens-Illinois Plastic Container Business

Notes to Combined Financial Statements

(Tabular data dollars in millions)

1.    Basis of Combined Statements

        The Condensed Combined Financial Statements presented herein are unaudited but, in the opinion of management, reflect all adjustments necessary to present fairly such information for the periods and at the dates indicated. Since the accompanying unaudited condensed combined financial statements have been prepared in accordance with Article 10 of Regulation S-X, they do not contain all information and footnotes normally contained in annual combined financial statements; accordingly, they should be read in conjunction with the Combined Financial Statements and notes thereto for the year ended December 31, 2003.

        The combined financial statements of Owens-Illinois Plastic Container Business ("Company") include the following companies which have historically been operated as an integrated business: Owens-Brockway Plastic Products Inc. (excluding a 50% interest in Guala Closures Mexicana S.A. de C.V. and Continental PET Technologies do Brasil Ltda due to both being in a different line of business), OI Plasticos de Venezuela C.A., Owens-Illinois Plastics Ltd., Owens-Illinois Plastics Ecuador S.A., Owens-Illinois Plastics Oy, and Owens-Illinois Plastics B.V. All significant intercompany investments, accounts, and transactions have been eliminated.

        The companies included above are each individually owned by Owens-Illinois, Inc. ("OI Inc."). Although OI Inc. does not conduct any operations, it has substantial obligations related to outstanding indebtedness, dividends for preferred stock and asbestos related payments. OI Inc. relies primarily on distributions from its direct and indirect subsidiaries to meet these obligations.

2.    Inventories

        Major classes of inventory are as follows:

	Sept. 30, 2004		Dec. 31, 2003
Finished goods	$	92.5	$	110.7
Work in process		0.6		1.2
Raw materials		49.9		60.3
Operating supplies		3.6		7.3
	$	146.6	$	179.5

3.    Guarantees of Debt

        Owens-Brockway Plastic Products, Inc. ("OBPP") has guaranteed certain obligations of other OI Inc. subsidiaries under a secured bank credit agreement totaling $2,153.0 million at September 30, 2004. This guarantee expires with the secured credit agreement on April 1, 2007.

        OBPP also has guaranteed $1.0 billion of 8.875%, $625.0 million of 8.75%, and $450.0 million of 7.75% Senior Secured Notes, and $450.0 million of 8.25% Senior Notes issued by an affiliate of the Company. These guarantees expire in 2009 for the $1.0 billion of 8.875% Senior Secured Notes, 2012 for the $625.0 million of 8.75% Senior Secured Notes, and 2011 for the $450.0 million of 7.75% Senior Secured Notes. The assets of the Company and most of its domestic subsidiaries are pledged as security for the Senior Secured Notes.

F-94

        OBPP will be obligated under the above guarantees in the event that OI Inc.'s domestic or foreign subsidiaries cannot make the required interest or principal payments under the above obligations.

4.    Comprehensive Income

        The components of comprehensive income are net earnings and foreign currency translation adjustments. Total comprehensive income is as follows:

	Nine months ended September 30,
	2004			2003
Total comprehensive income	$	(56.0	)	$	(36.2	)

5.    Supplemental Cash Flow Information

        Interest paid in cash aggregated $0.1 million and $0.1 million for the nine months ended September 30, 2004 and 2003, respectively. Cash paid for taxes aggregated $2.5 million and $5.9 million for the nine months ended September 30, 2004 and 2003, respectively.

6.    Participation in OI Inc. Stock Option Plans

        The Company participates in the stock option plans of OI Inc. OI Inc. has adopted the disclosure-only provisions (intrinsic value method) of Statement of Financial Accounting Standards (FAS) No. 123, "Accounting for Stock-Based Compensation." All options have been granted at prices equal to the market price of OI Inc's common stock on the date granted. Accordingly, the Company recognizes no compensation expense related to the stock option plans.

        A substantial number of the options have been granted to key employees of another subsidiary of OI Inc., some of whose compensation costs are included in an allocation of costs to all operating subsidiaries of OI Inc., including the Company. It is not practical to determine an amount of additional compensation allocable to the Company if OI Inc. had elected to recognize compensation cost based on the fair value of the options granted at grant date as allowed by FAS No. 123.

7.    Pension Benefit Plans

        The Company participates in OI Inc.'s defined benefit pension plans for substantially all employees located in the United States. Benefits generally are based on compensation for salaried employees and on length of service for hourly employees. OI Inc.'s policy is to fund pension plans such that sufficient assets will be available to meet future benefit requirements. Independent actuaries determine pension costs for each subsidiary of OI Inc. included in the plans; however, accumulated benefit obligation information and plan assets pertaining to each subsidiary have not been separately determined. As such, the accumulated benefit obligation and the plan assets related to the pension plans for domestic employees have been retained by another subsidiary of OI Inc. Net charges (credits) to results of operations for the Company's allocated portion of the domestic pension costs amounted to $2.8 million and $(0.1) million for the nine months ended September 30, 2004 and 2003, respectively.

F-95

8.    Postretirement Benefits Other Than Pensions

        OI Inc. provides certain retiree health care and life insurance benefits covering substantially all U.S. salaried and certain hourly employees. Employees are generally eligible for benefits upon retirement and completion of a specified number of years of creditable service. Independent actuaries determine postretirement benefit costs for each subsidiary of OI Inc.; however, accumulated postretirement benefit obligation information pertaining to each subsidiary has not been separately determined. As such, the accumulated postretirement benefit obligation has been retained by another subsidiary of OI Inc.

        The Company's net periodic postretirement benefit cost, as allocated by OI Inc., was $1.9 million and $1.3 million for the nine months ended September 30, 2004 and 2003, respectively.

9.    Other Costs and Expenses

        During the second quarter of 2004, the Company recorded a charge of $14.5 million ($9.1 million after tax) for an increase in the estimated probable liability for the resolution of certain intellectual property litigation in other costs and expenses. See Note 10 for additional information on this intellectual property litigation.

10.    Contingencies

        In April 1999, Crown Cork & Seal Technologies Corporation ("CCS") filed suit against Continental PET Technologies, Inc. ("CPT"), then a wholly-owned subsidiary of the Company in the United States District Court for the District of Delaware alleging that certain plastic containers manufactured by CPT, primarily multi-layer PET containers with barrier properties, infringe CCS's U.S. Patent 5,021,515 relating to an oxygen scavenging material. In connection with the initial public offering of Constar International Inc. ("Constar"), CCS contributed to Constar the patent involved in the suit against CPT. As a result, Constar was substituted for CCS as the plaintiff in the suit.

        In November 2004, the Company finalized a settlement of this litigation. The settlement involves the grant of a license to the Company and to CPT of the technology in dispute, in return for a payment to Constar of $25.1 million, which approximated the amount accrued by the Company for this expected resolution. The Company believes it has meritorious third party reimbursement claims relating to a substantial portion of this settlement and intends to pursue such claims.

        Other litigation is pending against the Company, in many cases involving ordinary and routine claims incidental to the business of the Company and in others presenting allegations that are nonroutine and involve compensatory, punitive or treble damage claims as well as other types of relief. The ultimate legal and financial liability of the Company in respect to this pending litigation cannot be estimated with certainty. However, the Company believes, based on its examination and review of such matters and experience to date, that such ultimate liability will not have a material adverse effect on its results of operations or financial condition.

11.    Financial Information for Subsidiary Guarantors and Non-Guarantors

        On October 7, 2004, the Company completed the sale of its non health-care blow-molded plastic container operations in North America, South America and Europe, which represents approximately

F-96

90% of assets and revenues of the Company, to Graham Packaging Holdings Company ("Graham Packaging").

        In order to finance the acquisition, certain wholly-owned subsidiaries of Graham Packaging entered into two new notes, a $250.0 million aggregate principal amount of 8¹/2% Senior Notes due 2012 and $375.0 million aggregate principal amount of 9⁷/8% Senior Subordinated Notes due 2014 (together, the "Notes"). Graham Packaging and the domestic subsidiaries of Graham Packaging's operating company, including the domestic subsidiaries acquired from the Company, have fully and unconditionally guaranteed these Notes. The guarantor subsidiaries are 100% owned by Graham Packaging.

        The following unaudited condensed consolidating financial statements present the financial position, results of operations and cash flows of the Company's guarantor and non-guarantor subsidiaries and operations not acquired. Due to the structure of the combined entities, it was not practical to determine cash flow from operations not acquired. Management does not believe such amounts are material.

		September 30, 2004
Balance Sheet		Guarantor Subsidiaries Acquired		Non-Guarantor Subsidiaries Acquired		Operations Not Acquired		Eliminations			Combined
Current assets:
	Receivables	$	111.3	$	20.6	$	18.0				$	149.9
	Inventories		106.7		19.9		20.0					146.6
	Other current assets		7.8		20.6		14.3					42.7
Total current assets			225.8		61.1		52.3		—			339.2
Investment in subsidiaries			85.1						(85.1	)		—
Goodwill			151.0									151.0
Other non-current assets			68.7		1.9		1.4					72.0
Total other assets			304.8		1.9		1.4		(85.1	)		223.0
Property, plant and equipment, net			632.0		53.6		94.5					780.1
Total assets		$	1,162.6	$	116.6	$	148.2	$	(85.1	)	$	1,342.3
Current liabilities:
	Accounts payable and accrued liabilities	$	84.2	$	27.0	$	39.8				$	151.0
Total current liabilities			84.2		27.0		39.8		—			151.0
Other non-current liabilities			105.4		4.6		6.1					116.0
Net Parent investment			973.0		85.0		102.3		(85.1	)		1,075.3
Total liabilities and net Parent investment		$	1,162.6	$	116.6	$	148.2	$	(85.1	)	$	1,342.3

F-97

		December 31, 2003
Balance Sheet		Guarantor Subsidiaries Acquired		Non-Guarantor Subsidiaries Acquired		Operations Not Acquired		Eliminations			Combined
Current assets:
	Receivables	$	97.1	$	15.2	$	15.9				$	128.2
	Inventories		135.5		19.5		24.5					179.5
	Other current assets		7.3		18.4		6.5					32.2
Total current assets			239.9		53.1		46.9		—			339.9
Investment in subsidiaries			76.4						(76.4	)		—
Goodwill			151.0									151.0
Other non-current assets			76.8		2.4		1.6					80.8
Total other assets			304.2		2.4		1.6		(76.4	)		231.8
Property, plant and equipment, net			669.1		60.0		102.5					831.6
Total assets		$	1,213.2	$	115.5	$	151.0	$	(76.4	)	$	1,403.3
Current liabilities:
	Accounts payable and accrued liabilities	$	70.7	$	32.1	$	22.5				$	125.3
	Short-term loans and long-term debt due within one year				1.0							1.0
Total current liabilities			70.7		33.1		22.5		—			126.3
Long-term debt					1.3							1.3
Other non-current liabilities			113.0		4.7		6.8					124.5
Net Parent investment			1,029.5		76.4		121.7		(76.4	)		1,151.2
Total liabilities and net Parent investment		$	1,213.2	$	115.5	$	151.0	$	(76.4	)	$	1,403.3

F-98

		Nine months ended September 30, 2004
Results of Operations		Guarantor Subsidiaries Acquired			Non-Guarantor Subsidiaries Acquired		Operations Not Acquired		Eliminations			Combined
Net sales		$	750.6		$	118.0	$	121.6	$	(10.5	)	$	979.7
Interest						0.3							0.3
Equity earnings in subsidiaries			7.2							(7.2	)		—
Other revenue			8.6			0.4				(1.9	)		7.1
	Total revenue		766.4			118.7		121.6		(19.6	)		987.1
Manufacturing, shipping, and delivery			661.9			102.3		100.1		(12.4	)		851.9
Research, engineering, selling, administrative, and other			60.3			5.8		7.6					73.7
Net intercompany interest			126.6			0.6		1.4					128.6
Other interest expense						0.1		1.5					1.6
Total costs and expense			848.8			108.8		110.6		(12.4	)		1,055.8
Pre-tax earnings (loss)			(82.4	)		9.9		11.0		(7.2	)		(68.7	)
Provision (credit) for income taxes			(22.6	)		2.7		4.0					(15.9	)
Net earnings (loss)		$	(59.8	)	$	7.2	$	7.0	$	(7.2	)	$	(52.8	)

		Nine months ended September 30, 2003
Results of Operations		Guarantor Subsidiaries Acquired			Non-Guarantor Subsidiaries Acquired		Operations Not Acquired		Eliminations			Combined
Net sales		$	733.9		$	114.6	$	106.8	$	(5.5	)	$	949.8
Interest						0.2							0.2
Equity earnings in subsidiaries			7.4							(7.4	)		—
Other revenue			8.9			0.3				(2.1	)		7.1
	Total revenue		750.2			115.1		106.8		(15.0	)		957.1
Manufacturing, shipping, and delivery			637.4			95.9		88.0		(7.6	)		813.7
Research, engineering, selling, administrative, and other			49.5			3.6		7.1					60.2
Net intercompany interest			130.7			0.3		0.9					131.9
Other interest expense						0.1		1.1					1.2
	Total costs and expense		817.6			99.9		97.1		(7.6	)		1,007.0
Pre-tax earnings (loss)			(67.4	)		15.2		9.7		(7.4	)		(49.9	)
Provision (credit) for income taxes			(25.9	)		7.8		3.3					(14.8	)
Net earnings (loss)		$	(41.5	)	$	7.4	$	6.4	$	(7.4	)	$	(35.1	)

F-99

		Nine months ended September 30, 2004
Cash Flows		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Combined
Cash provided by (used in) operating activities		$	64.0		$	14.7				$	78.7
Investing Activities:
	Additions to property, plant, and equipment		(21.6	)		(7.2	)				(28.8	)
	Proceeds from sales		0.3								0.3
Cash provided by (used in) investing activities			(21.3	)		(7.2	)		—		(28.5	)
Financing Activities:
	Intercompany transactions, net		(42.8	)		0.3					(42.5	)
	Payments of long term debt					(2.2	)				(2.2	)
Cash provided by (used in) financing activities			(42.8	)		(1.9	)		—		(44.7	)
Effect of exchange rate change on cash						(0.6	)				(0.6	)
Net change in cash			(0.1	)		5.0			—		4.9
Cash at beginning of period			0.1			13.3					13.4
Cash at end of period		$	0.0		$	18.3		$	—	$	18.3

			Nine months ended September 30, 2003
Cash Flows			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Combined
Cash provided by (used in) operating activities			$	(24.7	)	$	(2.7	)			$	(27.4	)
Investing Activities:
	Additions to property, plant, and equipment			(68.3	)		(10.7	)				(79.0	)
	Proceeds from sales			1.5								1.5
		Cash provided by (used in) investing activities		(66.8	)		(10.7	)		—		(77.5	)
Financing Activities:
	Intercompany transactions, net			91.5			18.1					109.6
	Change in short term debt						0.3					0.3
	Payments of long term debt						(0.3	)				(0.3	)
Cash provided by (used in) financing activities				91.5			18.1			—		109.6
Effect of exchange rate change on cash							0.1					0.1
Net change in cash				—			4.8			—		4.8
Cash at beginning of period				0.1			6.8					6.9
Cash at end of period			$	0.1		$	11.6		$	—	$	11.7

F-100

$625,000,000

Graham Packaging Company, L.P.
GPC Capital Corp. I

$250,000,000 8¹/2% Senior Notes due 2012
$375,000,000 9⁷/8% Senior Subordinated Notes due 2014

Unconditionally Guaranteed by
Graham Packaging Holdings Company

PROSPECTUS

                        , 2005

WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE YOU WRITTEN INFORMATION OTHER THAN THIS PROSPECTUS OR TO MAKE REPRESENTATIONS AS TO MATTERS NOT STATED IN THIS PROSPECTUS. YOU MUST NOT RELY ON UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES OR OUR SOLICITATION OF YOUR OFFER TO BUY THE SECURITIES IN ANY JURISDICTION WHERE THAT WOULD NOT BE PERMITTED OR LEGAL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES MADE HEREUNDER AFTER THE DATE OF THIS PROSPECTUS SHALL CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR OUR AFFAIRS HAVE NOT CHANGED SINCE THE DATE HEREOF.

PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Subject to any terms, conditions or restrictions set forth in the Limited Partnership Agreement of Graham Packaging Company, L.P., 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 all claims and demands whatsoever. The Partnership Agreement of Graham Packaging Company, L.P. provides that Graham Packaging Company will defend and hold harmless, to the fullest extent not prohibited by law, its 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 Graham Packaging Company, L.P., 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 Partnership Agreement of Graham Packaging Company L.P. The foregoing obligation of Graham Packaging Company L.P. will be satisfied only out of the assets of Graham Packaging Company and under no circumstances will any recourse be available against the general partner or any other partner or the assets of any partner. The Partnership Agreement of Graham Packaging Company L.P. further provides that Graham Packaging Company L.P. will 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 Graham Packaging Company L.P. The foregoing obligation of Graham Packaging Company L.P. will be satisfied only out of the assets of Graham Packaging Company L.P. and under no circumstances will any recourse be available against the general partner or any other partner or the assets of any partner with respect thereto.

        Under Section 145 of the Delaware General Corporation Law (the "Delaware Law"), a corporation may indemnify its directors, officers, employees and agents and its former directors, officers, employees and agents and those who serve, at the corporation's request, in such capacity with another enterprise, against expenses (including attorney's fees), as well as judgments, fines and settlements in nonderivative lawsuits, actually and reasonably incurred in connection with the defense of any action, suit or proceeding in which they or any of them were or are made parties or are threatened to be made parties by reason of their serving or having served in such capacity. The Delaware General Corporation Law provides, however, that such person must have 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, in the right of the corporation, where such person has been adjudged liable to the corporation, unless, and only to the extent that a court determines that such person fairly and reasonably is entitled to indemnity for costs the court deems proper in light of liability adjudication. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended.

        Subject to any terms, conditions or restrictions set forth in the Limited Partnership Agreement of Graham Packaging Holdings Company, 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. 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 Partnership Agreement of Holdings provides that no general partner nor any of its affiliates nor any of its respective partners, shareholders, officers, directors, employees or agents will be liable, in damages or otherwise, to Holdings or to any of the limited partners for any act or omission on its or his part, except for (i) any act or omission resulting from its own willful misconduct or bad faith, (ii) any breach

II-1

by the general partner of its duty of loyalty and obligations under applicable law as a fiduciary to Holdings or (iii) any breach by the general partner of any of the terms and provisions of the Partnership Agreement of Holdings. Holdings will indemnify, defend and hold harmless, to the fullest extent permitted by law, the general partners and each of their 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 Holdings, 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 Holdings or to a breach by the general partner of any of the terms and provisions of the Partnership Agreement of Holdings. Notwithstanding the foregoing and anything in the Partnership Agreement of Holdings to the contrary, no general partner will be liable to Holdings or its partners for monetary damages for breach of its fiduciary duties or its duties set forth in Partnership Agreement of Holdings, in each case other than a willful and flagrant breach thereof, or a breach of its duty of loyalty. Expenses incurred by a partner or other person in defending any action or proceeding against which indemnification may be made pursuant to the foregoing shall be paid by the Operating Company in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that it is not entitled to be indemnified by the Operating Company. In addition, the Partnership Agreement of Holdings provides that Holdings will indemnify, to the fullest extent not prohibited by law, each member of the advisory committee against losses, claims, damages or liabilities arising from any act or omission performed or omitted by him or her as a member of the advisory committee. The Certificate of Incorporation and By-Laws of CapCo I provide for mandatory indemnification of directors and officers on generally the same terms as permitted by the Delaware General Corporation Law.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

The following Financial Statement Schedules are included herein:

Schedule I—Registrant's Condensed Financial Statements
Schedule II—Valuation and Qualifying Accounts

All other schedules are not submitted because they are not applicable or not required or because the required information is included in the financial statements or the notes thereto.

II-2

SCHEDULE I

Graham Packaging Holdings Company
Registrant's Condensed Financial Statements
(In thousands)

			December 31,
			2004			2003
BALANCE SHEETS
Assets:
	Current assets		$	—		$	—
	Other non-current assets			—			3,082
		Total assets	$	—		$	3,082
Liabilities and partners' capital (deficit):
	Current liabilities		$	187,089		$	15,321
	Long-term debt			—			169,000
	Investment in subsidiary			247,011			240,301
		Total liabilities		434,100			424,622
Partners' capital (deficit)				(434,100	)		(421,540	)
		Total liabilities and partners' capital	$	—		$	3,082

		Year Ended December 31,
		2004			2003			2002
STATEMENTS OF OPERATIONS
Equity in (loss) earnings of subsidiaries		$	(16,614	)	$	28,296		$	24,774
Interest expense			(24,018	)		(18,546	)		(17,212	)
	Net (loss) income	$	(40,632	)	$	9,750		$	7,562

			Year Ended December 31,
			2004			2003			2002
STATEMENTS OF CASH FLOWS
Operating activities:
		Net (loss) income	$	(40,632	)	$	9,750		$	7,562
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
	Amortization of debt issuance fees			3,082			512			473
	Accretion of Senior Discount Notes			—			623			16,739
	Changes in current liabilities			2,769			8,327			—
	Equity in loss (earnings) of subsidiaries			16,614			(28,296	)		(24,774	)
		Net cash used in operating activities		(18,167	)		(9,084	)		—
Investing activities:
	Return of capital from a subsidiary			18,167			9,084			—
		Net cash provided by investing activities		18,167			9,084			—
Financing activities:
	Payment of long-term debt			(169,000	)		—			—
	Proceeds from issuance of intercompany long-term debt			169,000			—			—
		Net cash used in financing 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		$	18,167		$	9,084		$	—

See footnotes to consolidated financial statements of Graham Packaging Holdings Company.

II-3

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, 2004
Allowance for doubtful accounts	$	7,615	$	1,822	$	565	$	8,872
Allowance for inventory losses		2,464		1,115		558		3,021
Year ended December 31, 2003
Allowance for doubtful accounts	$	4,280	$	4,514	$	1,179	$	7,615
Allowance for inventory losses		2,600		1,710		1,846		2,464
Year ended December 31, 2002
Allowance for doubtful accounts	$	2,403	$	2,566	$	689	$	4,280
Allowance for inventory losses		2,585		787		772		2,600

II-4

(b)

The following exhibits are filed herewith or incorporated herein by reference:

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
2.1	Stock Purchase Agreement, dated July 28, 2004, among Graham Packaging Company, L.P., OI Plastic Products FTS, Inc. and Owens-Illinois, Inc. (incorporated herein by reference to Exhibit 2.1 to Holdings' Current Report on Form 8-K, dated October 14, 2004 (File No. 333-53603-03)).
2.2	Amendment No. 1 to Stock Purchase Agreement, dated October 7, 2004, among Graham Packaging Company, L.P., Graham Acquisition Corp., OI Plastic Products FTS, Inc., Owens-Illinois, Inc. and Owens-Brockway Plastic Products Inc. (incorporated herein by reference to Exhibit 2.2 to Holdings' Current Report on Form 8-K, dated October 14, 2004 (File No. 333-53603-03)).
3.1	Certificate of Limited Partnership of Graham Packaging Company, L.P. (incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4, dated May 26, 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 Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
3.3	Certificate of Limited Partnership of Graham Packaging Holdings Company (incorporated herein by reference to Exhibit 3.5 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
3.4	Fifth Amended and Restated Agreement of Limited Partnership of Graham Packaging Holdings Company, dated as of February 2, 1998 (incorporated herein by reference to Exhibit 3.6 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
3.5	Certificate of Incorporation of GPC Capital Corp. I (incorporated herein by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
3.6	By-Laws of GPC Capital Corp. I (incorporated herein by reference to Exhibit 3.4 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
3.7	Certificate of Incorporation of GPC Capital Corp. II (incorporated herein by reference to Exhibit 3.7 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
3.8	By-Laws of GPC Capital Corp. II (incorporated herein by reference to Exhibit 3.8 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
3.9*	Certificate of Formation of GPC Opco GP, LLC, dated as of January 5, 1998 and amended as of December 22, 1999.
3.10*	Limited Liability Company Agreement of GPC Opco GP, LLC, dated as of January 5, 1998.
3.11*	Certificate of Formation of GPC Sub GP, LLC, dated as of January 5, 1998 and amended as of January 17, 2000.
3.12*	Limited Liability Company Agreement of GPC Sub GP, LLC, dated as of January 5, 1998.
3.13*	Certificate of Formation of Graham Packaging Latin America, LLC, dated as of February 14, 1997.
3.14*	Operating Agreement of Graham Packaging Latin America, LLC, dated as of February 14, 1997.

II-5

3.15*	Amended and Restated Certificate of Limited Partnership of Graham Packaging Poland, L.P., dated as of February 2, 1998.
3.16*	Agreement of Limited Partnership of Graham Packaging Poland, L.P., dated as of October 7, 1994 and amended as of February 2, 1998.
3.17*	Amended and Restated Certificate of Limited Partnership of Graham Recycling Company, L.P., dated as of February 2, 1998.
3.18*	Amended and Restated Agreement of Limited Partnership of Graham Recycling Company, L.P., dated as of February 2, 1998.
3.19*	Application for Registration of Fictitious Name for Graham Packaging France Partners, dated as of December 5, 1995 and amended as of August 29, 2001.
3.20*	Agreement of Partnership of Graham Packaging France Partners, dated as of December 5, 1995 and amended as of February 2, 1998.
3.21*	Amended and Restated Articles of Organization of Graham Packaging West Jordan LLC, dated as of October 6, 2004.
3.22*	Operating Agreement of Graham Packaging West Jordan LLC, dated as of October 17, 2004.
3.23*	Certificate of Incorporation of Graham Packaging Acquisition Corp., dated as of September 23, 2004.
3.24*	By-Laws of Graham Packaging Acquisition Corp., dated as of September 23, 2004.
3.25*	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 December 14, 1995.
3.26*	By-Laws of Graham Packaging Plastic Products Inc. (f/k/a Owens-Brockway Plastic Products Inc.).
3.27*	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.
3.28*	Amended and Restated By-Laws of Graham Packaging PET Technologies Inc. (f/k/a Continental PET Technologies Inc.), dated as of May 24, 2002.
3.29*	Certificate of Incorporation of Graham Packaging Regioplast STS Inc. (f/k/a OI Regioplast STS Inc.), dated as of May 18, 1993.
3.30*	By-Laws of Graham Packaging Regioplast STS Inc. (f/k/a OI Regioplast STS Inc.).
3.31*	Certificate of Incorporation of Graham Packaging International Plastic Products, Inc. (f/k/a OI Venezuela Plastic Products Inc.), dated as of November 18, 1998.
3.32*	By-Laws of Graham Packaging International Plastic Products, Inc. (f/k/a OI Venezuela Plastic Products Inc.).
3.33*	Certificate of Incorporation of Graham Packaging Leasing USA Inc. (f/k/a Lancop U.S.A., Inc.), dated as of August 7, 1991.
3.34*	By-Laws of Graham Packaging Leasing USA Inc. (f/k/a Lancop U.S.A., Inc.).
3.35*	Certificate of Incorporation of Graham Packaging Comerc USA Inc. (f/k/a Comerc U.S.A., Inc.), dated as of August 7, 1991.
3.36*	By-Laws of Graham Packaging Comerc USA Inc. (f/k/a Comerc U.S.A., Inc.).
3.37*	Certificate of Incorporation of Graham Packaging Controllers USA Inc. (f/k/a Controllers U.S.A., Inc.), dated as of August 7, 1991.

II-6

3.38*	By-Laws of Graham Packaging Controllers USA Inc. (f/k/a Controllers U.S.A., Inc.).
3.39*	Certificate of Incorporation of Graham Packaging Technological Specialties Inc. (f/k/a Technological Specialties, Inc.), dated as of August 7, 1991.
3.40*	By-Laws of Graham Packaging Technological Specialties Inc. (f/k/a Technological Specialties, Inc.).
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 (formerly United States Trust Company 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 Holdings' Current Report on Form 8-K, dated 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 (formerly United States Trust Company 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 Holdings' Current Report on Form 8-K, dated October 4, 2004 (File No. 333-53603-03)).
4.3	Form of 81/2% Senior Note due 2012 (incorporated herein by reference to Exhibit 4.1 to Holdings' Current Report on Form 8-K, dated October 14, 2004 (File No. 333-53603-03)).
4.4	Form of 97/8% Series Senior Subordinated Note due 2014 (incorporated herein by reference to Exhibit 4.2 to Holdings' Current Report on Form 8-K, dated October 14, 2004 (File No. 333-53603-03)).
4.5*	81/2% Senior Note Registration Rights Agreement, dated as of October 7, 2004, by and among Graham Packaging Company, L.P. and GPC Capital Corp. I, Graham Packaging Holdings Company, as guarantor, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Goldman Sachs & Co., Lehman Brothers and ABN Amro Incorporated, as initial purchasers.
4.6*	97/8% Series Senior Subordinated Note Registration Rights Agreement, dated as of October 7, 2004, by and among Graham Packaging Company, L.P. and GPC Capital Corp. I, Graham Packaging Holdings Company, as guarantor, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Goldman Sachs & Co., Lehman Brothers and ABN Amro Incorporated, as initial purchasers.
5.1**	Opinion of Skadden, Arps, Slate, Meagher & Flom, LLP.
5.2**	Opinion of Schnader Harrison Segal & Lewis LLP.
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 Holdings' Current Report on Form 8-K, dated October 14, 2004 (File No. 333-53603-03) ).

II-7

10.2	Second 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 Holdings' Current Report on Form 8-K, dated October 14, 2004 (File No. 333-53603-03) ).
10.3	Consulting Agreement, dated as of February 2, 1998, between Graham Packaging Holdings Company and Graham Capital Corporation (incorporated herein by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
10.4	Equipment Sales, Services and License Agreement, dated February 2, 1998, between Graham Engineering Corporation and Graham Packaging Holdings Company (incorporated herein by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
10.5	Forms of Retention Incentive Agreement (incorporated herein by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-4, dated May 25, 1998 (File No. 333-53603-03)).
10.6	Forms of Severance Agreement (incorporated herein by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
10.7	Amended and Restated Monitoring Agreement, dated as of September 30, 2004, among Graham Packaging Holdings Company, Graham Packaging Company, L.P., Blackstone Management Partners III L.L.C. and Graham Alternative Investment Partners I (incorporated herein by reference to Exhibit 10.8 to Holdings' Annual Report on Form 10-K, dated March 31, 2005 (File No. 33-53603-03)).
10.8	Registration Rights Agreement, dated as of February 2, 1998, among Graham Packaging Company, L.P., GPC Capital Corp. II, Graham Capital Corporation, Graham Family Growth Partnership, BCP/Graham Holdings L.L.C., BMP/Graham Holdings Corporation and the other parties named therein (incorporated herein by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
10.9	Management Stockholders Agreement, dated as of February 3, 1998, among Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital Partners III L.P., Blackstone Family Investment Partnership III, L.P., BMP/Graham Holdings Corporation, Graham Packaging Holdings Company, GPC Capital Corp. II and the management investors named therein (incorporated herein by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-4, dated May 26, 1988 (File No. 333-53603-03)).
10.10	Form of Equity Incentive Agreement (incorporated herein by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
10.11	Stockholders' Agreement, dated as of February 2, 1998, among Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital Partners III L.P., Blackstone Family Investment Partnership III, L.P., BMP/Graham Holdings Corporation, Graham Packaging Holdings Company, GPC Capital Corp. II and BT Investment Partners, Inc. (incorporated herein by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03) ).
10.12	Graham Packaging Holdings Company Management Option Plan (incorporated herein by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).

II-8

10.13	2004 Graham Packaging Holdings Company Management Option Plan (incorporated herein by reference to Exhibit 10.13 to Holdings' Annual Report on Form 10-K, dated March 31, 2005 (File No. 33-53603-03)).
10.14	Form of Employment Agreement, dated as of June 27, 2002, between Graham Packaging Holdings Company and Philip R. Yates (incorporated herein by reference to Exhibit 10.16 to Amendment No. 2 to the Company's Registration Statement on Form S-1, dated July 10, 2002 (File No. 333-89022)).
10.15	Form of Employment Agreement, dated as of June 27, 2002, between Graham Packaging Holdings Company and Roger M. Prevot (incorporated herein by reference to Exhibit 10.17 to Amendment No. 2 to the Company's Registration Statement on Form S-1, dated July 10, 2002 (File No. 333-89022)).
10.16	Form of Employment Agreement, dated as of June 27, 2002, between Graham Packaging Holdings Company and John E. Hamilton (incorporated herein by reference to Exhibit 10.18 to Amendment No. 2 to the Company's Registration Statement on Form S-1, dated July 10, 2002 (File No. 333-89022)).
10.17	Form of Employment Agreement, dated as of June 27, 2002, between Graham Packaging Holdings Company and G. Robinson Beeson (incorporated herein by reference to Exhibit 10.19 to Amendment No. 2 to the Company's Registration Statement on Form S-1, dated July 10, 2002 (File No. 333-89022)).
10.18	Form of Employment Agreement, dated as of June 27, 2002, between Graham Packaging Holdings Company and Ashok Sudan (incorporated herein by reference to Exhibit 10.18 to Holdings' Annual Report on Form 10-K, dated March 31, 2005 (File No. 33-53603-03)).
12.1*	Statement of Ratio of Earnings to Fixed Charges.
21.1	Subsidiaries of Graham Packaging Holdings Company (incorporated herein by reference to Exhibit 21.1 to Holdings' Annual Report on Form 10-K, dated March 31, 2005 (File No. 33-53603-03)).
23.1**	Consent of Skadden, Arps, Slate, Meagher & Flom, LLP (included in Exhibit 5.1 hereto).
23.2*	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.3*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.4**	Consent of Schnader Harrison Segal & Lewis LLP (included in Exhibit 5.2 hereto).
24.1*	Power of Attorney (included on signature pages to this Registration Statement).
25.1*	Statement of Eligibility and Qualification on Form T-1 of the Bank of New York as Trustee under the Indenture relating to Holdings' 81/2% Senior Note due 2012.
25.2*	Statement of Eligibility and Qualification on Form T-1 of the Bank of New York as Trustee under the Indenture relating to Holdings' 9 7/8% Series Senior Subordinated Note due 2014.
99.1*	Form of Letter of Transmittal.
99.2*	Form of Notice of Guaranteed Delivery.
99.3*	Form of Letter to Nominees.
99.4*	Form of Letter to Clients.

*

Filed herewith.

**

To be filed by amendment.

II-9

ITEM 22. UNDERTAKINGS

        (a)   The undersigned Registrant 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 of 1993;

         (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, represents a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more that 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

        (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;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Guarantor pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, 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.

        (b)   The undersigned Registrant hereby undertakes:

        Insofar as indemnification for liabilities arising under the Securities Act 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 Securities and Exchange 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.

        (c)   The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration

II-10

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.

        (d)   The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus in sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

        (e)   The undersigned Registrant hereby undertakes as follows:

        (1)   that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form;

        (2)   that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, 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.

        (f)    For purposes of determining any liability under the Securities Act of 1933:

        (1)   the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective;

        (2)   each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

        (g)   The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other 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.

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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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

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, Secretary & Treasurer

II-12

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  PHILIP R. YATES Philip R. Yates	Chief Executive Officer (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Chief Financial Officer, Secretary & Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  HOWARD A. LIPSON Howard A. Lipson	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  STEPHEN KO Stephen Ko	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  CHINH E. CHU Chinh E. Chu	Director of BMP/Graham Holdings Corporation	May 23, 2005

II-13

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 town of York, Pennsylvania, on the 23^rd day of May, 2005

GPC CAPITAL CORP. I
By:	/s/  JOHN E. HAMILTON
	Name:	John E. Hamilton
	Title:	Vice President, Secretary & Assistant Treasurer

II-14

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  PHILIP R. YATES Philip R. Yates	President, Treasurer, Assistant Secretary & Director (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Vice President, Secretary, Assistant Treasurer & Director (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  STEPHEN KO Stephen Ko	Vice President & Director	May 23, 2005
/s/  CHINH E. CHU Chinh E. Chu	Vice President and Director	May 23, 2005

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

GRAHAM PACKAGING HOLDINGS COMPANY
By:	BMP/Graham Holdings L.L.C, its general partner
By:	/s/  JOHN E. HAMILTON
	Name:	John E. Hamilton
	Title:	Chief Financial Officer, Secretary & Treasurer

II-16

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  HOWARD A. LIPSON Howard A. Lipson	President, Treasurer, Assistant Secretary (Principal Executive Officer); Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Vice President, Finance & Administration (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  STEPHEN KO Stephen Ko	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  CHINH E. CHU Chinh E. Chu	Director of BMP/Graham Holdings Corporation	May 23, 2005

II-17

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

GPC Capital Corp. II
By:	/s/  JOHN E. HAMILTON
	Name:	John E. Hamilton
	Title:	Vice President, Secretary & Asst. Secretary

II-18

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  PHILIP R. YATES Philip R. Yates	President, Treasurer, Asst. Secretary & Director (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Vice President, Secretary Asst. Treasurer & Director (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  CHINH E. CHU Chinh E. Chu	Vice President & Director	May 23, 2005
/s/  STEPHEN KO Stephen Ko	Vice President & Director	May 23, 2005

II-19

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

GPC Opco GP, LLC
By:	Graham Packaging Holding Company, its sole member
By:	/s/  JOHN E. HAMILTON
	Name:	John E. Hamilton
	Title:	Chief Financial Officer, Secretary & Treasurer

II-20

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  PHILIP R. YATES Philip R. Yates	Chief Executive Officer (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Chief Financial Officer, Treasurer & Secretary (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  HOWARD A. LIPSON Howard A. Lipson	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  STEPHEN KO Stephen Ko	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  CHINH E. CHU Chinh E. Chu	Director of BMP/Graham Holdings Corporation	May 23, 2005

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

GPC Sub GP, LLC
By:	Graham Packaging Company, L.P., its sole member
By:	/s/  JOHN E. HAMILTON
	Name:	John E. Hamilton
	Title:	Chief Financial Officer, Secretary & Treasurer

II-22

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  PHILIP R. YATES Philip R. Yates	President & Chief Executive Officer (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Vice President, Finance & Administration, Treasurer & Secretary (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  HOWARD A. LIPSON Howard A. Lipson	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  STEPHEN KO Stephen Ko	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  CHINH E. CHU Chinh E. Chu	Director of BMP/Graham Holdings Corporation	May 23, 2005

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

Graham Packaging Latin America, LLC
By:	Graham Packaging Company, L.P., member
By:	/s/  JOHN E. HAMILTON
	Name:	John E. Hamilton
	Title:	Chief Financial Officer, Secretary & Treasurer

II-24

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  PHILIP R. YATES Philip R. Yates	President & Chief Executive Officer (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Vice President, Finance & Administration, Treasurer & Secretary (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  HOWARD A. LIPSON Howard A. Lipson	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  STEPHEN KO Stephen Ko	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  CHINH E. CHU Chinh E. Chu	Director of BMP/Graham Holdings Corporation	May 23, 2005

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

Graham Packaging Poland, L.P.
By:	GP Sub GP, LLC, its general partner
By:	/s/  JOHN E. HAMILTON Name: John E. Hamilton Title: Vice President, Finance &            Administration, Treasurer & Secretary

II-26

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  PHILIP R. YATES Philip R. Yates	President & Chief Executive Officer (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Vice President, Finance & Administration, Treasurer & Secretary (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  HOWARD A. LIPSON Howard A. Lipson	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  STEPHEN KO Stephen Ko	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  CHINH E. CHU Chinh E. Chu	Director of BMP/Graham Holdings Corporation	May 23, 2005

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

Graham Recycling Company, L.P.
By:	GP Sub GP, LLC, its general partner
By:	/s/  JOHN E. HAMILTON Name: John E. Hamilton Title: Vice President, Finance &            Administration, Treasurer & Secretary

II-28

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  PHILIP R. YATES Philip R. Yates	Chief Executive Officer (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Vice President, Finance & Administration, Treasurer & Secretary (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  HOWARD A. LIPSON Howard A. Lipson	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  STEPHEN KO Stephen Ko	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  CHINH E. CHU Chinh E. Chu	Director of BMP/Graham Holdings Corporation	May 23, 2005

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

Graham Packaging France Partners
By:	GPC Opco GP, LLC, its general partner
By:	/s/  JOHN E. HAMILTON Name: John E. Hamilton Title: Chief Financial Officer, Treasurer &            Secretary

II-30

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  ROGER M. PREVOT Roger M. Prevot	President & Chief Operating Officer (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Vice President, Finance & Administration, Treasurer & Secretary (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  HOWARD A. LIPSON Howard A. Lipson	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  STEPHEN KO Stephen Ko	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  CHINH E. CHU Chinh E. Chu	Director of BMP/Graham Holdings Corporation	May 23, 2005

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

Graham Packaging West Jordan LLC
By:	Graham Packaging Company L.P., its sole member
By:	/s/  JOHN E. HAMILTON Name: John E. Hamilton Title: Chief Financial Officer, Secretary &            Treasurer

II-32

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  ROGER M. PREVOT Roger M. Prevot	President & Chief Operating Officer (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  HOWARD A. LIPSON Howard A. Lipson	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  STEPHEN KO Stephen Ko	Director of BMP/Graham Holdings Corporation	May 23, 2005
/s/  CHINH E. CHU Chinh E. Chu	Director of BMP/Graham Holdings Corporation	May 23, 2005

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

Graham Packaging Acquisition Corp.
By:	/s/  JOHN E. HAMILTON Name:  John E. Hamilton Title:    Chief Financial Officer, Treasurer & Secretary

II-34

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  PHILIP R. YATES Philip R. Yates	Chief Executive Officer & Director (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Chief Financial Officer, Treasurer, Secretary & Director (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  ROGER M. PREVOT Roger M. Prevot	President, Chief Operating Officer & Director	May 23, 2005
/s/  JAY W. HEREFORD Jay W. Hereford	Vice President, Finance and Information Technology, Asst. Treasurer, Asst. Secretary & Director	May 23, 2005

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

Graham Packaging Plastic Products Inc.
By:	/s/  JOHN E. HAMILTON Name:  John E. Hamilton Title:    Chief Financial Officer, Treasurer and Secretary

II-36

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  PHILIP R. YATES Philip R. Yates	Chief Executive Officer & Director (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Chief Financial Officer, Treasurer, Secretary & Director (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  ROGER M. PREVOT Roger M. Prevot	President, Chief Operating Officer & Director	May 23, 2005
/s/  JAY W. HEREFORD Jay W. Hereford	Vice President, Finance and Information Technology, Asst. Treasurer, Asst. Secretary & Director	May 23, 2005

II-37

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

Graham Packaging PET Technologies Inc.
By:	/s/  JOHN E. HAMILTON Name:  John E. Hamilton Title:    Chief Financial Officer, Treasurer & Secretary

II-38

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  PHILIP R. YATES Philip R. Yates	Chief Executive Officer & Director (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Chief Financial Officer, Treasurer, Secretary & Director (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  ROGER M. PREVOT Roger M. Prevot	President, Chief Operating Officer & Director	May 23, 2005
/s/  JAY W. HEREFORD Jay W. Hereford	Vice President, Finance and Information Technology, Asst. Treasurer, Asst. Secretary & Director	May 23, 2005

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

Graham Packaging Regioplast STS Inc.
By:	/s/  JOHN E. HAMILTON Name:  John E. Hamilton Title:    Chief Financial Officer, Treasurer & Secretary

II-40

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  PHILIP R. YATES Philip R. Yates	Chief Executive Officer & Director (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Chief Financial Officer, Treasurer, Secretary & Director (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  ROGER M. PREVOT Roger M. Prevot	President, Chief Operating Officer & Director	May 23, 2005
/s/  JAY W. HEREFORD Jay W. Hereford	Vice President, Finance and Information Technology, Asst. Treasurer, Asst. Secretary & Director	May 23, 2005

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

Graham Packaging International Plastic Products Inc.
By:	/s/  JOHN E. HAMILTON Name: John E. Hamilton Title: Chief Financial Officer & Secretary

II-42

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  PHILIP R. YATES Philip R. Yates	Chief Executive Officer & Director (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Chief Financial Officer, Secretary & Director (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  ROGER M. PREVOT Roger M. Prevot	President, Chief Operating Officer & Director	May 23, 2005
/s/  JAY W. HEREFORD Jay W. Hereford	Vice President, Finance & Information Technology, Assistant Treasurer & Director	May 23, 2005

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

Graham Packaging Leasing USA Inc.
By:	/s/  JOHN E. HAMILTON Name: John E. Hamilton Title: Chief Financial Officer & Secretary

II-44

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  ROGER M. PREVOT Roger M. Prevot	President, Chief Operating Officer & Director (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Chief Financial Officer, Secretary & Director (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  JAY W. HEREFORD Jay W. Hereford	Vice President, Finance & Information Technology, Assistant Treasurer & Director	May 23, 2005

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

Graham Packaging Comerc USA Inc.
By:	/s/  JOHN E. HAMILTON Name: John E. Hamilton Title: Chief Financial Officer & Secretary

II-46

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  ROGER M. PREVOT Roger M. Prevot	President, Chief Operating Officer & Director (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Chief Financial Officer, Secretary & Director (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  JAY W. HEREFORD Jay W. Hereford	Vice President, Finance & Information Technology, Assistant Treasurer & Director	May 23, 2005

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

Graham Packaging Controllers USA Inc.
By:	/s/  JOHN E. HAMILTON Name: John E. Hamilton Title: Chief Financial Officer & Secretary

II-48

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  ROGER M. PREVOT Roger M. Prevot	President, Chief Operating Officer & Director (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Chief Financial Officer, Secretary & Director (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  JAY W. HEREFORD Jay W. Hereford	Vice President, Finance & Information Technology, Assistant Treasurer & Director	May 23, 2005

II-49

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 town of York, Pennsylvania, on the 23^rd day of May, 2005.

Graham Packaging Technological Specialties Inc.
By:	/s/  JOHN E. HAMILTON Name: John E. Hamilton Title: Chief Financial Officer & Secretary

II-50

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Roger M. Prevot, John E. Hamilton, and Jay W. Hereford his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement as well as any new registration statement filed to register additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange SEC, hereby granting to said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  ROGER M. PREVOT Roger M. Prevot	President, Chief Operating Officer & Director (Principal Executive Officer)	May 23, 2005
/s/  JOHN E. HAMILTON John E. Hamilton	Chief Financial Officer, Secretary & Director (Principal Financial Officer and Principal Accounting Officer)	May 23, 2005
/s/  JAY W. HEREFORD Jay W. Hereford	Vice President, Finance & Information Technology, Assistant Treasurer & Director	May 23, 2005

II-51

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
2.1	Stock Purchase Agreement, dated July 28, 2004, among Graham Packaging Company, L.P., OI Plastic Products FTS, Inc. and Owens-Illinois, Inc. (incorporated herein by reference to Exhibit 2.1 to Holdings' Current Report on Form 8-K, dated October 14, 2004 (File No. 333-53603-03)).
2.2	Amendment No. 1 to Stock Purchase Agreement, dated October 7, 2004, among Graham Packaging Company, L.P., Graham Acquisition Corp., OI Plastic Products FTS, Inc., Owens-Illinois, Inc. and Owens-Brockway Plastic Products Inc. (incorporated herein by reference to Exhibit 2.2 to Holdings' Current Report on Form 8-K, dated October 14, 2004 (File No. 333-53603-03)).
3.1	Certificate of Limited Partnership of Graham Packaging Company, L.P. (incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4, dated May 26, 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 Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
3.3	Certificate of Limited Partnership of Graham Packaging Holdings Company (incorporated herein by reference to Exhibit 3.5 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
3.4	Fifth Amended and Restated Agreement of Limited Partnership of Graham Packaging Holdings Company, dated as of February 2, 1998 (incorporated herein by reference to Exhibit 3.6 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
3.5	Certificate of Incorporation of GPC Capital Corp. I (incorporated herein by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
3.6	By-Laws of GPC Capital Corp. I (incorporated herein by reference to Exhibit 3.4 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
3.7	Certificate of Incorporation of GPC Capital Corp. II (incorporated herein by reference to Exhibit 3.7 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
3.8	By-Laws of GPC Capital Corp. II (incorporated herein by reference to Exhibit 3.8 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
3.9*	Certificate of Formation of GPC Opco GP, LLC, dated as of January 5, 1998 and amended as of December 22, 1999.
3.10*	Limited Liability Company Agreement of GPC Opco GP, LLC, dated as of January 5, 1998.
3.11*	Certificate of Formation of GPC Sub GP, LLC, dated as of January 5, 1998 and amended as of January 17, 2000.
3.12*	Limited Liability Company Agreement of GPC Sub GP, LLC, dated as of January 5, 1998.
3.13*	Certificate of Formation of Graham Packaging Latin America, LLC, dated as of February 14, 1997.
3.14*	Operating Agreement of Graham Packaging Latin America, LLC, dated as of February 14, 1997.

3.15*	Amended and Restated Certificate of Limited Partnership of Graham Packaging Poland, L.P., dated as of February 2, 1998.
3.16*	Agreement of Limited Partnership of Graham Packaging Poland, L.P., dated as of October 7, 1994 and amended as of February 2, 1998.
3.17*	Amended and Restated Certificate of Limited Partnership of Graham Recycling Company, L.P., dated as of February 2, 1998.
3.18*	Amended and Restated Agreement of Limited Partnership of Graham Recycling Company, L.P., dated as of February 2, 1998.
3.19*	Application for Registration of Fictitious Name for Graham Packaging France Partners, dated as of December 5, 1995 and amended as of August 29, 2001.
3.20*	Agreement of Partnership of Graham Packaging France Partners, dated as of December 5, 1995 and amended as of February 2, 1998.
3.21*	Amended and Restated Articles of Organization of Graham Packaging West Jordan LLC, dated as of October 6, 2004.
3.22*	Operating Agreement of Graham Packaging West Jordan LLC, dated as of October 17, 2004.
3.23*	Certificate of Incorporation of Graham Packaging Acquisition Corp., dated as of September 23, 2004.
3.24*	By-Laws of Graham Packaging Acquisition Corp., dated as of September 23, 2004.
3.25*	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.
3.26*	By-Laws of Graham Packaging Plastic Products Inc. (f/k/a Owens-Brockway Plastic Products Inc.).
3.27*	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.
3.28*	Amended and Restated By-Laws of Graham Packaging PET Technologies Inc. (f/k/a Continental PET Technologies Inc.), dated as of May 24, 2002.
3.29*	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.
3.30*	By-Laws of Graham Packaging Regioplast STS Inc. (f/k/a OI Regioplast STS Inc.).
3.31*	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.
3.32*	By-Laws of Graham Packaging International Plastic Products, Inc. (f/k/a OI Venezuela Plastic Products Inc.).
3.33*	Certificate of Incorporation of Graham Packaging Leasing USA Inc. (f/k/a Lancop U.S.A., Inc.), dated as of August 7, 1991 and amended as of October 12, 2004.
3.34*	By-Laws of Graham Packaging Leasing USA Inc. (f/k/a Lancop U.S.A., Inc.).
3.35*	Certificate of Incorporation of Graham Packaging Comerc USA Inc. (f/k/a Comerc U.S.A., Inc.), dated as of August 7, 1991 and amended as of October 12, 2004.
3.36*	By-Laws of Graham Packaging Comerc USA Inc. (f/k/a Comerc U.S.A., Inc.).
3.37*	Certificate of Incorporation of Graham Packaging Controllers USA Inc. (f/k/a Controllers U.S.A., Inc.), dated as of August 7, 1991 and amended as of October 12, 2004.

3.38*	By-Laws of Graham Packaging Controllers USA Inc. (f/k/a Controllers U.S.A., Inc.).
3.39*	Certificate of Incorporation of Graham Packaging Technological Specialties Inc. (f/k/a Technological Specialties, Inc.), dated as of August 7, 1991 and amended as of October 12, 2004.
3.40*	By-Laws of Graham Packaging Technological Specialties Inc. (f/k/a Technological Specialties, Inc.).
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 (formerly United States Trust Company 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 Holdings' Current Report on Form 8-K, dated 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 (formerly United States Trust Company 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 Holdings' Current Report on Form 8-K, dated October 4, 2004 (File No. 333-53603-03)).
4.3	Form of 81/2% Senior Note due 2012 (incorporated herein by reference to Exhibit 4.1 to Holdings' Current Report on Form 8-K, dated October 14, 2004 (File No. 333-53603-03)).
4.4	Form of 97/8% Series Senior Subordinated Note due 2014 (incorporated herein by reference to Exhibit 4.2 to Holdings' Current Report on Form 8-K, dated October 14, 2004 (File No. 333-53603-03)).
4.5*	81/2% Senior Note Registration Rights Agreement, dated as of October 7, 2004, by and among Graham Packaging Company, L.P. and GPC Capital Corp. I, Graham Packaging Holdings Company, as guarantor, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Goldman Sachs & Co., Lehman Brothers and ABN Amro Incorporated, as initial purchasers.
4.6*	97/8% Series Senior Subordinated Note Registration Rights Agreement, dated as of October 7, 2004, by and among Graham Packaging Company, L.P. and GPC Capital Corp. I, Graham Packaging Holdings Company, as guarantor, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Goldman Sachs & Co., Lehman Brothers and ABN Amro Incorporated, as initial purchasers.
5.1**	Opinion of Skadden, Arps, Slate, Meagher & Flom, LLP.
5.2**	Opinion of Schnader Harrison Segal & Lewis LLP.
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 Holdings' Current Report on Form 8-K, dated October 14, 2004 (File No. 333-53603-03) ).

10.2	Second 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 Holdings' Current Report on Form 8-K, dated October 14, 2004 (File No. 333-53603-03) ).
10.3	Consulting Agreement, dated as of February 2, 1998, between Graham Packaging Holdings Company and Graham Capital Corporation (incorporated herein by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
10.4	Equipment Sales, Services and License Agreement, dated February 2, 1998, between Graham Engineering Corporation and Graham Packaging Holdings Company (incorporated herein by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
10.5	Forms of Retention Incentive Agreement (incorporated herein by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-4, dated May 25, 1998 (File No. 333-53603-03)).
10.6	Forms of Severance Agreement (incorporated herein by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
10.7	Amended and Restated Monitoring Agreement, dated as of September 30, 2004, among Graham Packaging Holdings Company, Graham Packaging Company, L.P., Blackstone Management Partners III L.L.C. and Graham Alternative Investment Partners I (incorporated herein by reference to Exhibit 10.8 to Holdings' Annual Report on Form 10-K, dated March 31, 2005 (File No. 33-53603-03)).
10.8	Registration Rights Agreement, dated as of February 2, 1998, among Graham Packaging Company, L.P., GPC Capital Corp. II, Graham Capital Corporation, Graham Family Growth Partnership, BCP/Graham Holdings L.L.C., BMP/Graham Holdings Corporation and the other parties named therein (incorporated herein by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
10.9	Management Stockholders Agreement, dated as of February 3, 1998, among Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital Partners III L.P., Blackstone Family Investment Partnership III, L.P., BMP/Graham Holdings Corporation, Graham Packaging Holdings Company, GPC Capital Corp. II and the management investors named therein (incorporated herein by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-4, dated May 26, 1988 (File No. 333-53603-03)).
10.10	Form of Equity Incentive Agreement (incorporated herein by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).
10.11	Stockholders' Agreement, dated as of February 2, 1998, among Blackstone Capital Partners III Merchant Banking Fund L.P., Blackstone Offshore Capital Partners III L.P., Blackstone Family Investment Partnership III, L.P., BMP/Graham Holdings Corporation, Graham Packaging Holdings Company, GPC Capital Corp. II and BT Investment Partners, Inc. (incorporated herein by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03) ).
10.12	Graham Packaging Holdings Company Management Option Plan (incorporated herein by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-4, dated May 26, 1998 (File No. 333-53603-03)).

10.13	2004 Graham Packaging Holdings Company Management Option Plan (incorporated herein by reference to Exhibit 10.13 to Holdings' Annual Report on Form 10-K, dated March 31, 2005 (File No. 33-53603-03)).
10.14	Form of Employment Agreement, dated as of June 27, 2002, between Graham Packaging Holdings Company and Philip R. Yates (incorporated herein by reference to Exhibit 10.16 to Amendment No. 2 to the Company's Registration Statement on Form S-1, dated July 10, 2002 (File No. 333-89022)).
10.15	Form of Employment Agreement, dated as of June 27, 2002, between Graham Packaging Holdings Company and Roger M. Prevot (incorporated herein by reference to Exhibit 10.17 to Amendment No. 2 to the Company's Registration Statement on Form S-1, dated July 10, 2002 (File No. 333-89022)).
10.16	Form of Employment Agreement, dated as of June 27, 2002, between Graham Packaging Holdings Company and John E. Hamilton (incorporated herein by reference to Exhibit 10.18 to Amendment No. 2 to the Company's Registration Statement on Form S-1, dated July 10, 2002 (File No. 333-89022)).
10.17	Form of Employment Agreement, dated as of June 27, 2002, between Graham Packaging Holdings Company and G. Robinson Beeson (incorporated herein by reference to Exhibit 10.19 to Amendment No. 2 to the Company's Registration Statement on Form S-1, dated July 10, 2002 (File No. 333-89022)).
10.18	Form of Employment Agreement, dated as of June 27, 2002, between Graham Packaging Holdings Company and Ashok Sudan (incorporated herein by reference to Exhibit 10.18 to Holdings' Annual Report on Form 10-K, dated March 31, 2005 (File No. 33-53603-03)).
12.1*	Statement of Ratio of Earnings to Fixed Charges.
21.1	Subsidiaries of Graham Packaging Holdings Company (incorporated herein by reference to Exhibit 21.1 to Holdings' Annual Report on Form 10-K, dated March 31, 2005 (File No. 33-53603-03)).
23.1**	Consent of Skadden, Arps, Slate, Meagher & Flom, LLP (included in Exhibit 5.1 hereto).
23.2*	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.3*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.4**	Consent of Schnader Harrison Segal & Lewis LLP (included in Exhibit 5.2 hereto).
24.1*	Power of Attorney (included on signature pages to this Registration Statement).
25.1*	Statement of Eligibility and Qualification on Form T-1 of the Bank of New York as Trustee under the Indenture relating to Holdings' 81/2% Senior Note due 2012.
25.2*	Statement of Eligibility and Qualification on Form T-1 of the Bank of New York as Trustee under the Indenture relating to Holdings' 9 7/8% Series Senior Subordinated Note due 2014.
99.1*	Form of Letter of Transmittal.
99.2*	Form of Notice of Guaranteed Delivery.
99.3*	Form of Letter to Nominees.
99.4*	Form of Letter to Clients.

*

Filed herewith.

**

To be filed by amendment.

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TABLE OF ADDITIONAL REGISTRANT GUARANTORS
TABLE OF CONTENTS
SUMMARY
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA Graham Packaging Holdings Company Summary Financial Data
RISK FACTORS
USE OF PROCEEDS
CAPITALIZATION
UNAUDITED PRO FORMA FINANCIAL INFORMATION
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS DATA FOR THE YEAR ENDED DECEMBER 31, 2004
NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS DATA
SELECTED HISTORICAL FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
DESCRIPTION OF OTHER INDEBTEDNESS
THE EXCHANGE OFFER
DESCRIPTION OF THE NOTES
BOOK-ENTRY; DELIVERY AND FORM
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
SECURITY OWNERSHIP
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Graham Packaging Holdings Company Consolidated Balance Sheets (In thousands)
Graham Packaging Holdings Company Consolidated Statements of Operations (In thousands)
Graham Packaging Holdings Company Consolidated Statements of Partners' Capital (Deficit) (In thousands)
Graham Packaging Holdings Company Consolidated Statements of Cash Flows (In thousands)
GRAHAM PACKAGING HOLDINGS COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004
GRAHAM PACKAGING HOLDINGS COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
GRAHAM PACKAGING HOLDINGS COMPANY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
GRAHAM PACKAGING HOLDINGS COMPANY CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) (Unaudited)
GRAHAM PACKAGING HOLDINGS COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
GRAHAM PACKAGING HOLDINGS COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2005
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Combined Results of Operations Owens-Illinois Plastic Container Business (Dollars in millions)
Combined Net Parent Investment Owens-Illinois Plastic Container Business (Dollars in millions)
Combined Cash Flows Owens-Illinois Plastic Container Business (Dollars in millions)
Owens-Illinois Plastic Container Business Notes to Combined Financial Statements (Tabular data dollars in millions)
Owens-Illinois Plastic Container Business Notes to Combined Financial Statements Tabular data dollars in millions
Combined Results of Operations Owens-Illinois Plastic Container Business (Dollars in millions)
Combined Balance Sheets Owens-Illinois Plastic Container Business (Dollars in millions)
Combined Cash Flows Owens-Illinois Plastic Container Business (Dollars in millions)
Owens-Illinois Plastic Container Business Notes to Combined Financial Statements (Tabular data dollars in millions)
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 22. UNDERTAKINGS

SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX

EX-3.9

Exhibit 3.9

CERTIFICATE OF FORMATION

OF

GPC OPCO GP LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is:

GPC Opco GP LLC

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, New Castle County, Wilmington, Delaware 19805.

Executed on January 5, 1998

/s/ Sharon L. Dougherty

Sharon L. Dougherty, Authorized Person

CERTIFICATE OF AMENDMENT

OF

GPC OPCO GP LLC

1.The name of the limited liability company is GPC OPCO GP LLC.

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

Resolved, that the registered office in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this company at the address of its registred office.

3.This Certificate of Amendment shall be effective when filed.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of GPC OPCO GP LLC this 22^nd day of December, 1999.

/s/ Jay W. Hereford

Jay W. Hereford

Asst. Treasurer

EX-3.10

Exhibit 3.10

LIMITED LIABILITY COMPANY AGREEMENT

of

GPC OPCO GP 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”), and does hereby agree as follows:

1.Name.  The name of the Company shall be GPC Opco GP 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 therefor 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 Corporation Service Company, 1013 Centre Road, 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 Corporation Service Company, 1013 Centre Road, 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 business or residence 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

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in accordance with the Act 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

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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 insuch 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 first to occur of the following:

(a)August 31, 2043; or

(b)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 continued membership of a Member if (i) at the time of the occurrence of such event there are at least two 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

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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.Authorization.  Notwithstanding any provision in this Agreement to the contrary, any Member or duly appointed officer of the Company be and each of them hereby is, acting singly or jointly, authorized in the name and on behalf of the Company to enter into any agreements or take any action contemplated or arising out of the Agreement and Plan of Recapitalization, Redemption and Purchase dated as of December 18, 1997 by and among Graham Packaging Company, Graham Packaging Corporation, Graham Family Growth Partnership, Graham Engineering Corporation, Graham Capital Corporation, Donald Graham, BCP/Graham Holdings LLC and BMP Graham Holdings Corporation and to take such other action as it or they may deem necessary or advisable to carry out fully the intent and purposes of this Section 16.

17.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

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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 have duly executed this Agreement as of January 5, 1998.

GRAHAM PACKAGING COMPANY
By:	Graham Packaging Corporation,
	its general partner
By:		/s/ STEVEN F. WOOD
Title:

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SCHEDULE A (as of January 5, 1998)

Name and Address of Members	Profit sharing Interests
Graham Packaging Company	100%
1420 Sixth Avenue
York, Pennsylvania  17405

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EX-3.11

Exhibit 3.11

CERTIFICATE OF FORMATION

OF

GPC SUB GP LLC

The undersigned, an authorized natural person, forthe purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto,and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST:  The name of the limited liability company (hereinafter called the “limited liability company”) is:

GPC Sub GP LLC

SECOND:  The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 1013 Centre Road, New Castle County, Wilmington, Delaware 19805.

Executed on January 5, 1998

/s/ Sharon L. Dougherty

Sharon L. Dougherty, Authorized Person

CERTIFICATE OF AMENDMENT

OF

GPC Sub GP LLC

1.             The name of the limited liability company is GPCSub GP LLC.

2.             The Certificate of Formation of the limited liability company is hereby amended as follows:

(set forth amendment(s))

Resolved, that the registered office in the state of Delaware be and it hereby is changed to Corporation Trust Center,1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present register agent of this corporation be and the same is hereby withdrawn, and THECORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this company at the address of its registered office.

3.             This Certificate of Amendment shall be effective on when filed.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of GPC Sub GP LLC this 17^thday of January, 2000.

/s/ Jay W. Hereford

Jay W. Hereford, Asst. Treasurer

EX-3.12

Exhibit 3.12

LIMITED LIABILITY COMPANY AGREEMENT

of

GPC SUB GP 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”), and does hereby agree as follows:

1.Name.   The name of the Company shall be GPC Sub GP 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 therefor 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 Corporation Service Company, 1013 Centre Road, New Castle County, Wilmington, Delaware 19805. 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 Corporation Service Company, 1013 Centre Road, New Castle County, Wilmington, Delaware 19805. 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 business or residence 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

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in accordance with the Act 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

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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 first to occur of the following:

(a)August 31, 2043; or

(b)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 continued membership of a Member if (i) at the time of the occurrence of such event there are at least two 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

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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.Authorization.   Notwithstanding any provision in this Agreement to the contrary, any Member or duly appointed officer of the Company be and each of them hereby is, acting singly or jointly, authorized in the name and on behalf of the Company to enter into any agreements or take any action contemplated or arising out of the Agreement and Plan of Recapitalization, Redemption and Purchase dated as of December 18, 1997 by and among Graham Packaging Company, Graham Packaging Corporation, Graham Family Growth Partnership, Graham Engineering Corporation, Graham Capital Corporation, Donald Graham, BCP/Graham Holdings LLC and BMP Graham Holdings Corporation and to take such other action as it or they may deem necessary or advisable to carry out fully the intent and purposes of this Section 16.

17.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

5

Members), including employees and agents who maybe 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 have duly executed this Agreement as of January 5, 1998.

GRAHAM PACKAGING HOLDING I., L. P.
By:	Graham Recycling Corporation, its general partner
By:	/s/ Steven F. Wood
Title:

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SCHEDULE A (as of January 5, 1998)

Name and Address of Members	Profit Sharing Interests
Graham Packaging Holdings I., L.P. 1420 Sixth Avenue York, Pennsylvania 17405	100%

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EX-3.13

Exhibit 3.13

CERTIFICATE OF FORMATION

OF

GRAHAM PACKAGING LATIN AMERICA, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST:  The name of the limited liability company (hereinafter called the “limited liability company”) is:

Graham Packaging Latin America, LLC

SECOND:  The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

Executed on February 14, 1997

/s/ Susan L. Nannelli

Susan L. Nannelli, Authorized Person

EX-3.14

Exhibit 3.14

EXHIBIT B

OPERATING AGREEMENT

OF

GRAHAM PACKAGING LATIN AMERICA, LLC

THE MEMBERSHIP INTERESTS IN GRAHAM PACKAGING LATIN AMERICA, LLC HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS. THE MEMBERSHIP INTERESTS ARE ALSO SUBJECT TO SUBSTANTIAL RESTRICTIONS ON THEIR TRANSFER UNDER THIS OPERATING AGREEMENT.

TABLE OF CONTENTS

ARTICLE 1
		THE LIMITED LIABILITY COMPANY
	Section 1.1	Glossary
	Section 1.2	Organization
	Section 1.3	Name
	Section 1.4	Place of Business
	Section 1.5	Purpose
	Section 1.6	Term
	Section 1.7	Powers of the Limited Liability Company
	Section 1.8	Fiscal Year
	Section 1.9	Assets of the Limited Liability Company
	Section 1.10	Limitation on Liability of Members
	Section 1.11	Conflicts of Interest and Transactions with Affiliates
	Section 1.12	Statutory Compliance
ARTICLE 2
		CAPITAL AND INITIAL MEMBERSHIP INTERESTS
	Section 2.1	Capitalization
	Section 2.2	Capital Contributions Generally
ARTICLE 3
		CAPITAL ACCOUNTS
	Section 3.1	Establishment and Maintenance of Capital Accounts
	Section 3.2	Distribution Upon Liquidation in Accordance with Capital Accounts
ARTICLE 4
		DISTRIBUTIONS
	Section 4.1	Distributions Prior to Dissolution
	Section 4.2	In-Kind Distributions

ARTICLE 5
		ALLOCATIONS
	Section 5.1	Gross Income/Deductions
	Section 5.2	Tax Credits
	Section 5.3	Special Allocations
	Section 5.4	Certain Allocations
ARTICLE 6
		CONTROL AND MANAGEMENT
	Section 6.1	General
	Section 6.2	Special Limitation on Packaging’s Right to Vote Stock
	Section 6.3	Expenses; Compensation
ARTICLE 7
		ACCOUNTING AND RECORDS
	Section 7.1	Books and Records
	Section 7.2	Annual Reports
	Section 7.3	Tax Returns
ARTICLE 8
		TRANSFERS OF INTERESTS; REDEMPTIONS, ETC.
	Section 8.1	General Transfer Provisions and Restrictions
	Section 8.2	Expenses
	Section 8.3	Allocations With Respect to Transferor’s Interest
	Section 8.4	Section 754 Election
ARTICLE 9
		DISSOLUTION AND WINDING UP OF THE LIMITED LIABILITY COMPANY
	Section 9.1	Events of Dissolution
	Section 9.2	Effect of Dissolution
	Section 9.3	Sale of Assets by Liquidator
	Section 9.4	Time Limitations on Liquidating Distributions
ARTICLE 10
		GENERAL PROVISIONS
	Section 10.1	Separability
	Section 10.2	Assignment and Benefit
	Section 10.3	Indemnification and Contribution
	Section 10.4	Counterparts

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Section 10.5	Governing Law
Section 10.6	Terms
Section 10.7	Further Assurances
Section 10.8	References to Agreement
Section 10.9	Complete Agreement
Section 10.10	Estoppels
Section 10.11	Reliance on Authority of Person Signing Agreement

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OPERATING AGREEMENT

OF

GRAHAM PACKAGING LATIN AMERICA, LLC

THIS OPERATING AGREEMENT (the “Agreement”) of GRAHAM PACKAGING LATIN AMERICA, LLC (the “Limited Liability Company” or “LLC”) is made and entered into as of February 14, 1997 by and between GRAHAM PACKAGING COMPANY, a Pennsylvania limited partnership (“Packaging”), and GRAHAM FAMILY GROWTH PARTNERSHIP a Pennsylvania limited partnership (“Growth”), together with any other Persons admitted to the LLC as members shall be collectively referred to herein as “Members.”

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual agreements set forth in this Agreement, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

THE LIMITED LIABILITY COMPANY

Section 1.1Glossary. Certain terms used herein are defined in the Glossary attached hereto as Exhibit A, which is Incorporated herein and made a part hereof.

Section 1.2Organization. The parties have formed the LLC pursuant to the Delaware Limited Liability Company Act, Chapter 18, Title 6of the Delaware Code, as amended, the “Act”) for the purposes and upon the terms and conditions setforth herein. Except as otherwise provided herein, the relative rights and obligations of the Members shall be as provided in the Act.

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Section 1.3Name. The name of the LLC is Graham Packaging Latin America, LLC. All business of the LLC shall be conducted in such name and/or such other assumed, trade, or fictitious names as Packaging shall from time to time determine.

Section 1.4Place of Business. The principal office of the LLC is located at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, which is its registered office in the State of Delaware as required by Section 18-104 of the Act. The LLC may also maintain such additional offices as Packaging may from time to time determine.

Section 1.5Purpose. The purpose of the LLC is to make investments in privately-held business enterprises engaged in the business of manufacturing packaging, packaging equipment and/or recycling of packaging and such activities as may be incidental or related thereto, and to engage in all activities as may be reasonably incidental to such investments and to do all such other acts and execute all such agreements and instruments as are incidental or useful to such investments.

Section 1.6Term. The LLC commenced existence as of February 14, 1997, and shall dissolve at 11:59 p.m. on December 31, 2020, unless sooner dissolved pursuant to law or this Agreement.

Section 1.7Powers of the Limited Liability Company. The LLC shall have and exercise all powers now or hereafter permitted by the State of Delaware to be exercised by an LLC formed under the laws of that state, and to do any and all things not prohibited by law in furtherance of the business of the LLC as fully as natural persons might or could do.

Section 1.8Fiscal Year. The fiscal year of the LLC shall be the calendar year.

Section 1.9Assets of the Limited Liability Company.

(a)The Members shall use the LLC’s credit and assets solely for the benefit of the LLC. All real and personal property owned by the LLC shall be owned by the LLC as an entity. Each Member’s interest in the LLC shall be personal property for all purposes.

(b)No Member shall, either directly or indirectly, take any action to require partition or appraisement of the LLC or of any of its assets or cause the sale of any asset of the LLC for other than an LLC purpose, and notwithstanding any provision of applicable law to the contrary, each Member (and its legal representatives, successors and assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its Membership Interest or with respect to any assets of the LLC, except as expressly provided in this Agreement.

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Section 1.10Limitation on Liability of Members. Except as otherwise required by the Act or applicable law or as expressly agreed in writing, no director, officer, shareholder, partner, employee or agent of any Member shall be personally liable for the payment of any sums owing by such Member to the LLC or any other Member under the terms of this Agreement or for the performance of any other covenant or agreement of such Member contained herein.

Section 1.11Conflicts of Interest and Transactions with Affiliates.

(a)Any Member and any Affiliate of any Member may engage in or possess an interest in any business or activity whatsoever, whether presently existing or hereafter created, without any accountability to the LLC or any Member. No Member shall be obligated to offer any business opportunity to the LLC or any other Member.

(b)The LLC may enter into any arrangement, contract, agreement or business venture that is not prohibited under the Act with any Member or any Member’s Affiliates. Each Member understands and acknowledges that the conduct of the business of the LLC may involve business dealings with such other business ventures or undertakings of the Members and their Affiliates.

Section 1.12Statutory Compliance. Packaging shall execute such documents and take such action as shall be appropriate to comply with the Act and all other requirements of law for the formation and operation of a limited liability company in the State of Delaware and all other jurisdictions in which the LLC may elect to do business.

ARTICLE 2

CAPITAL AND INITIAL MEMBERSHIP INTERESTS

Section 2.1Capitalization.

(a)As their initial Capital Contributions, Packaging and Growth shall contribute cash to the LLC in an 20-80 proportion.

(b)As additional Capital Contributions, Packaging shall contribute cash to the LLC in such amounts as shall be agreed upon by Packaging and Growth.

Section 2.2Capital Contributions Generally. Except as otherwise expressly provided herein or to the extent that a Member agrees to make a Capital Contribution to, or to purchase interests from, the LLC: (a) no Member shall be required to contribute any capital to the LLC; (b) no Member shall be required to make any loan to the LLC; (c) loans by a Member to the LLC shall not be considered a contribution of capital.

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shall not increase the Capital Account of the lending Member or its ownership interest of the LLC and the repayment of such loans by the LLC shall not decrease, or result in any adjustment to, the Capital Account of the Member making the loans; (d) no interest shall be paid on any capital contributed to the LLC by any Member; (e) under any circumstances requiring a return of all or any portion of a Capital Contribution, no Member shall have the right to receive property other than cash except in the sole discretion of the Packaging; and (f) no Member shall be required at any time to restore any deficit in its Capital Account.

ARTICLE 3

CAPITAL ACCOUNTS

Section 3.1Establishment and Maintenance of Capital Accounts.

(a)A capital account (“Capital Account”) shall be established for each Member. Each Member’s Capital Account shall be determined and maintained in accordance with the rules of Treas. Reg. §1.704-1(b)(2)(iv). Pursuant to those rules, a Member’s Capital Account shall be increased by:

(i)the amount of any money contributed by such Member to the LLC;

(ii)the Fair Market Value, on the date of contribution, of property (other than money) contributed by such Member to the LLC (net of liabilities secured by such contributed property that the LLC either assumes or to which it takes subject); and

(iii)allocations of Gross Income;

and shall be decreased by:

(iv)the amount of money distributed to such Member by the LLC (except as payments of principal and interest on any loans);

(v)except as provided in Section 3.2 below, the Fair Market Value, as of the date of distribution, of property (other than money) distributed to such Member by the LLC (net of liabilities secured by such distributed property that the Member assumes or subject to which it takes the property); and

(vi)allocations of Gross Deductions.

In addition, in the event of a redemption of any or all of the Membership Interest of any Member, each Member’s Capital Account shall be increased and decreased by the respective

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Book Gains and Losses (if any) that would have been allocated to that Member if all LLC assets had been sold at their Adjusted Fair Market Value immediately prior to the redemption. For this purpose, the “Adjusted Fair Market Value” of an LLC asset shall be the greater of (i) the Fair Market Value of the asset or (ii) the amount of any nonrecourse indebtedness to which such asset is subject within the meaning of Section 7701(g) of the Code, in each case as of the date of the redemption.

(b)Subject to Section 8.3, the Capital Account of any transferee Member who has acquired the entire interest of a former Member in the LLC shall be the same as the Capital Account of the Member from whom the transferee Member acquired its interest.

Section 3.2Distribution Upon Liquidation in Accordance with Capital Accounts. Upon liquidation of the LLC, liquidating distributions shall in all cases be made in accordance with the positive Capital Account balances of the Members, as determined after taking into account all Capital Account adjustments for the LLC’s taxable year during which such liquidation occurs (other than those made pursuant to this Section), by the end of such taxable year or, if later, within ninety (90) days after the date of such liquidation, except as permitted by Treas. Reg. §1.704-1(b)(2)(ii)(b).

ARTICLE 4

DISTRIBUTIONS

Section 4.1Distributions Prior to Dissolution.

(a)From time to time Packaging may make such distributions on behalf of the LLC as it in its sole discretion may determine are appropriate, without being limited to current or accumulated income or gains. Such distributions may be made from LLC revenues, borrowings or Capital Contributions. Packaging may in its sole discretion distribute to Members LLC property other than cash.

(b)All distributions shall be made to the Members in the following priority and proportions:

(i)first, to Packaging to the extent of the Undistributed Preferred Return;

(ii)next, to Packaging to the extent of the Unreturned Preference Amount; and

(iii)the balance, if any, 20% to Packaging and 80% to Growth.

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Section 4.2In-Kind Distributions. If, at the discretion of Packaging, any assets of the LLC are distributed to the Members in kind, such assets shall be valued on the basis of their Fair Market Value as of the date of distribution.

ARTICLE 5

ALLOCATIONS

Section 5.1Gross Income/Deductions. All Gross Income and Gross Deductions for each taxable year shall be allocated among the Members, after taking into account all distributions for such year, as follows:

(a)(i)Gross Income shall first be allocated to the Members in proportion totheir Capital Account deficits, if any, until such deficits are eliminated.

(ii)Next, if the sum of the Undistributed Preferred Return and the Unreturned Preference Amount exceeds Packaging’s Capital Account balance, Gross Income shall be allocated to Packaging until any such excess is eliminated.

(iii)Next, Gross Income shall be allocated to Packaging or Growth, as the case may be, to the extent necessary, if any, to cause (A) the excess of (x) Packaging’s Capital Account balance over (y) the sum of the Undistributed Preferred Return and the Unreturned Preference Amount and (B) Growth’s Capital Account balance to be in a 20-80 proportion.

(iv)Any remaining Gross Income shall be allocated 20% to Packaging and 80% to Growth.

(b)(i)If (A) Packaging’s Capital Account balance exceeds the sum of the Undistributed Preferred Return and the Unreturned Preference Amount or (B) Growth’s Capital Amount balance exceeds zero, Gross Deductions shall first be allocated to the Members in proportion to any such excesses until such excesses are eliminated.

(ii)Next, Gross Deductions shall be allocated to Packaging to the extent of any remaining positive Capital Account balance.

(iii)Any remaining Gross Deductions shall be allocated 20% to Packaging and 80% to Growth.

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Section 5.2Tax Credits. Any federal, state or local income tax credits available to the LLC shall be allocated among the Members in accordance with Treas. Reg. §1.704-1(b)(4)(ii).

Section 5.3Special Allocations. Notwithstanding anything to the contrary in this Section 5, the following special allocations shall be made in the following order:

(i)If there is a net decrease in Minimum Gain during a taxable year, then before any other allocation is made for such year, the Members shall be allocated items of gross income and gain for such year (and, if necessary, subsequent years) in the amount and in the proportions necessary to satisfy the requirements of a “minimum gain chargeback” under Treas. Reg. §1.704-2(f).

(ii)If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during a taxable year, then any Member with a share of the Member Minimum Gain attributable to such debt at the beginning of such year shall be allocated items of income and gain for such year (and, if necessary, subsequent years) in the amount and proportions necessary to satisfy the provision of Treas. Reg. §1.704-2(i)(4).

(iii)Any Member who unexpectedly receives an adjustment, allocation or distribution described in clauses (4), (5) or (6) of Treas. Reg. §1.704-1(b)(2)(ii)(d) that produces a deficit in its Hypothetical Capital Account shall be allocated items of gross income and gain in an amount and manner sufficient to eliminate the deficit in its Hypothetical Capital Account as quickly as possible. This paragraph (iii) is intended to comply with the “qualified income offset” requirement in Treas. Reg. §1.704-1(b)(2)(ii)(d)(3), and shall be interpreted consistently therewith.

(iv)All Member Nonrecourse Deductions for each taxable year shall be allocated to the Member or Members who bear the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable, in accordance with the ratio in which the Members bear such economic risk of loss and Treas. Reg. §1.704-2(i)(1).

(v)No Member shall be allocated Gross Deductions to the extent such allocation would cause a deficit in his Hypothetical Capital Account, and any such Gross Deductions shall be allocated among the other Members in proportion to their positive Hypothetical Capital Accounts.

(vi)Subject to the other paragraphs of this Section 5.3, if any allocations are made pursuant to this Section 5.3, items of income, gain, loss and deduction of the LLC shall thereafter be specially allocated among the Members so as to cause their Capital Account balances to equal as quickly as possible the balances that would have been achieved in the absence of this Section 5.3.

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Section 5.4Certain Allocations.  Solely for income tax purposes:

(i)If property is contributed to the LLC, income, gain, loss and deductions with respect to such property (and, to the extent necessary, other gross income, gain, loss and deductions of the LLC), as computed for income tax purposes, shall be allocated among the Members so as to take account of any variation between the adjusted tax basis of such property and its Book Value, in accordance with Code section 704(c); and

(ii)In any other case where the Book Value of any LLC asset differs from its adjusted tax basis, subsequent allocations of income, gain, loss and deduction with respect to such asset (and, to the extent necessary, other gross income, gain, loss and deductions of the LLC), as computed for federal income tax purposes, shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code section 704(c).

(iii)For purposes of any allocations required under this Section 5.4, the LLC shall use the “remedial allocation method,” as described in Treas. Reg. §1.704-3(d).

ARTICLE 6

CONTROL AND MANAGEMENT

Section 6.1General. Packaging shall, except as expressly limited by this Agreement, to the fullest extent not prohibited by the Act, exercise all of the powers of the LLC, implement all LLC decisions and have full, exclusive and complete discretion in the management and control of the LLC including, without limitation, the power, authority, and right to:

(a)expend the capital and revenues of the LLC in furtherance of the LLC’s business and pay all expenses, debts and obligations of the LLC to the extent that funds of the LLC are available therefor;

(b)invest the LLC’s funds pending disbursement thereof in furtherance of the LLC’s business or to provide a source from which to meet contingencies;

(c)purchase assets in furtherance of the business of the LLC, protect and preserve the LLC’s title and interest in such assets, and sell, Transfer or otherwise dispose of such assets;

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(d)institute, defend and settle litigation arising in connection with the LLC’s business, submit claims to arbitration and confess judgment against the LLC, and give receipts, releases and discharges with respect to all of the foregoing;

(e)maintain, at the expense of the LLC, records and accounts of operations and expenditures;

(f)purchase, at the expense of the LLC, liability, casualty, fire and other insurance and bonds to protect the LLC’s assets, business, Members and employees and to protect the Packaging and its employees;

(g)employ, at the expense of the LLC, consultants, accountants, attorneys, and others and terminate such employment;

(h)negotiate, enter into, perform and terminate any and all agreements, documents, licenses and other instruments necessary or incidental to the conduct of the business of the LLC (including, without limitation, agreements of merger or consolidation in which the LLC is the surviving entity;

(i)incur indebtedness, borrow funds and/or issue guarantees, and pledge the LLC’s assets to secure the same, in each case in furtherance of the LLC’s business; and

(j)issue or cause to be issued, and purchase, interests in the LLC, including, without limitation, rights, options, warrants, notes, and bonds and admit additional or substitute Members; and

(k)perform all other functions related to the business and affairs of the LLC.

By executing this Agreement, each Member hereby expressly consents to any exercise by Packaging of all or any of the foregoing powers.

Section 6.2Special Limitation on Packaging’s Right to Vote Stock. Anything in this Agreement to the contrary notwithstanding, Packaging shall vote any stock owned by the LLC in any “Controlled Corporation” only as provided in this Section 6.2.

(a)For purpose of this Section 6.2:

(i)the term “vote” shall include the granting of any proxy to vote, whether such proxy confers limited or unlimited discretion on the holder thereof to vote the shares in question; and

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(ii)a “Controlled Corporation” shall be any corporation that, for purposes of §2036(b) of the Code, would be deemed to be such with respect to Donald C. Graham were he to die at the time in question, and any other non-U.S. entity, classified as an association or a partnership for U.S. federal income tax purposes, that would meet this definition of “Controlled Corporation” if it were a corporation.

(b)Packaging shall have the right, in its sole discretion, to vote a percentage of the LLC’s shares of each and every class of voting stock in any Controlled Corporation equal to the percentage that the sum of Packaging’s Capital Contribution under Section 2.1(a) and the Unreturned Preference Amount constitutes of such sum and Growth’s Capital Contribution under Section 2.1(a).

(c)Growth shall have the right to direct Packaging to vote the remainder of the LLC’s shares of each and every class of voting stock in any Controlled Corporation.

(d)Growth may, in its sole discretion, delegate all or a portion of its rights under Section 6.2(c); provided, however, that any such delegation (i) must be to a natural person other than Donald C. Graham; and (ii) must be made by written instrument delivered to Packaging.  Any such delegation may at any time be revoked by the Growth by written instrument delivered to the Packaging; any attempt to delegate such right irrevocably shall be null and void.

(e)Packaging shall, whenever called upon in any manner to vote any shares of stock owned by the LLC in a Controlled Corporation shall take such steps as it determines to be necessary or appropriate to solicit instructions from Growth or its delegate(s) as to the manner in which such stock is to be voted. In the absence of instructions from Growth or its delegate(s), Packaging shall not vote shares the voting of which such person has the right to direct pursuant to Section 6.2(c).

Section 6.3Expenses: Compensation. Except as otherwise provided herein, the LLC shall pay or cause to be paid (a) all costs and expenses incurred in connection with the formation and organization of the LLC, (b) all costs and expenses of the LLC incurred in pursuing and conducting, or otherwise related to, the business of the LLC, and (c) all employment-related costs and expenses incurred by Packaging in pursuing and conducting the business of the LLC. Packaging shall also be entitled to reimbursement of all of its other expenses attributable to the performance of itsobligations hereunder.  Subject to the Act, no amount so paid to Packaging shall be deemed to be a distribution of LLC assets for purposes of this Agreement. Except for reimbursement of its expenses and its right to distributions as provided in this Agreement, Packaging shall not receive any compensation for its services as such.

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ARTICLE 7

ACCOUNTING AND RECORDS

Section 7.1Books and Records. The books of account for the LLC shall be kept in accordance with the accrual method of accounting used for federal income tax purposes.

Section 7.2Annual Reports. By ninety (90) days after the end of each Fiscal Year (or such earlier date as may be required under the Code), Packaging shall deliver to each Member a report indicating each Member’s share for federal income tax purposes of the LLC’s income, credits and deductions for the immediately preceding Fiscal Year together with all other information concerning the LLC which may be required by the Code from time to time. Packaging shall also cause an annual report of the operation of the LLC to be distributed to the Members within ninety (90) days after the end of each Fiscal Year together with financial statements reflecting the LLC’s operation during such year.

Section 7.3Tax Returns. Packaging shall prepare all income and other tax returns of the LLC and cause the same to be filed in a timely manner. Packaging shall be the tax matters member (as defined in section 6231(a)(7) of the Code).

ARTICLE 8

TRANSFERS OF INTERESTS; REDEMPTIONS, ETC.

Section 8.1General Transfer Provisions and Restrictions.

(a)Except as expressly provided in this Section, no Member may Transfer all or any portion of its Membership Interest, or any right or interest whatsoever in, with respect toor derived from its Membership Interest or the proceeds thereof, without the consent of the other Member, which consent may be granted or withheld in its sole discretion. Further, any such Transfer requiring the consent of the other Member shall be made only upon such terms and conditions as the other Member shall approve.

(b)Any Transfer of Membership Interests in violation of this Agreement shall be null and void and shall not operate to vest any rights in any Transferee.

(c)All Transfers of Membership Interests shall be by instrument in form and substance satisfactory to both Members. In the case of any Transfer pursuant to Section 8.4 or Section 8.5, the Transferor shall execute and acknowledge all such instruments, in form and substance satisfactory to the other Member, as may be necessary or desirable to effectuate such Transfer.

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(d)Every Transferee of any Membership Interest who wishes to participate in the LLC as a Member shall execute a counterpart of this Agreement pursuant to Section 9.1 accepting and adopting all of the terms and provisions of this Agreement, as the same may have been amended from time to time.

(e)In no event shall the LLC dissolve or terminate upon the admission of any Member to the LLC or upon any permitted Transfer of a Membership Interest by any Member. Each Member hereby waives its right to dissolve, liquidate or terminate the LLC in such event.

Section 8.2Expenses. All expenses of the LLC occasioned by a Transfer permitted by this Section shall be borne by the Member whose Membership Interest is being so transferred.

Section 8.3Allocations With Respect to Transferor’s Interest. Upon the Transfer pursuant to, this Section of all or any part of a Membership Interest, each item of LLC income (or loss) and deduction allocable to such Membership Interest shall be prorated (as to the Transferred Membership Interest) between the Transferor and Transferee on the basis of the number of days in the taxable year of the LLC preceding (and including) and succeeding, respectively, the date as of which the assignment or other instrument evidencing the Transfer is executed, or, in the case of a Transfer occurring by operation of law upon the death of a Member, the date of death. Gain or loss from the sale or other taxable disposition of a LLC capital asset shall be allocated to the Persons who were Members at the time such gain or loss was recognized by the LLC.

Section 8.4Section 754 Election. Packaging may, in its sole discretion, cause the LLC to elect, pursuant to section 754 of the Code, to adjust the basis of LLC property as provided in sections 734(b) and 743(b) of the Code.  Packaging shall be responsible for determining the adjustments required or permitted by said sections of the Code, provided that, in the case of any adjustment required or permitted under section 743(b) of the Code, the Transferee Member or Members shall be solely responsible for determining the adjustments required thereunder unless such Member or Members provide Packaging with all the information necessary for Packaging to determine the adjustments. If any adjustments to the basis of LLC property are made pursuant to section 732(d), 734(b) or 743(b), the capital accounts of the Member shall be adjusted as specified in Treas. Reg. §1.704-1(b)(2)(iv)(m).

ARTICLE 9DISSOLUTION AND WINDING UP OF THE LIMITED LIABILITY COMPANY

Section 9.1Events of Dissolution. The occurrence of any of the following shall constitute an event of dissolution of the LLC (an “Event of Dissolution”):

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(a)the expiration of the term of the LLC as provided in Section 1.6 above;

(b)subject to Section 9.2 below, the resignation, withdrawal, or dissolution of either Member or the occurrence of an Event of Bankruptcy of either Member, which is not, in the case of an involuntary Event of Bankruptcy, discharged or stayed within one hundred and twenty (120) days of occurrence;

(c)the acquisition by a single Person of all of the Membership Interests;

(d)the issuance of a decree of dissolution by a court of competent jurisdiction pursuant to the Act; or

(e)as otherwise required by the Act.

Section 9.2Effect of Dissolution. Upon the occurrence of an Event of Dissolution, the LLC shall not terminate but shall, continue solely for the purposes of winding up its business and liquidating in accordance with this Article 9 all of its assets and collecting the proceeds from such sales and liquidations at which time the LLC shall be wound up. After the occurrence of an Event of Dissolution the LLC shall engage in no further business other than as necessary to operate on an interim basis and for the LLC to collect its receivables, liquidate its assets and pay or discharge its liabilities in accordance with this Article 10.

Section 9.3Sale of Assets by Liquidator.

(a)Upon dissolution of the LLC, Packaging shall, as “Liquidator,” proceed to wind up the affairs of the LLC and distribute its assets in accordance with this Article 9, unless Packaging is unable or unwilling to serve as Liquidator, in which case Growth shall serve as Liquidator. If the Liquidator shall determine that an immediate sale of part or all of the LLC’s assets would cause undue loss to the Members, then the Liquidator, in order to avoid or lessen such loss, may either (i) defer liquidation of, and withhold from such distribution for a reasonable time, any assets of the LLC, except those necessary to satisfy LLC debts and obligations, or (ii) distribute the assets to the Members or their assigns in kind in the manner set forth in this Section 9.3.

(b)Upon dissolution of the LLC, the Liquidator shall cause a final accounting to be made by an independent accountant and, upon termination and subject to due provision for the payment of all the expenses of the liquidation and all other debts and obligations of the LLC:

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(i)Any or all non-cash assets of the LLC may be sold by public or private sale, at the discretion of and on terms set by the Liquidator, at which any Member or any Affiliate of a Member may bid for such assets; and

(ii)Following the sale, if any, of non-cash assets, LLC cash shall be distributed to the Members in accordance with Section 3.2.

(c)If any assets of the LLC are to be distributed in kind, such assets shall be distributed on the basis of the Fair Market Value thereof as of the date of distribution. A Member entitled to an interest in such distributed assets shall receive such interest therein as a tenant-in-common with the other Members so entitled. In the event of such liquidation in kind, a distributee Member shall not thereafter sell or otherwise transfer or dispose of any interest in any assets so distributed which it holds as a tenant-in-common without first offering such interest in writing to the other tenants-in-common upon the same terms and conditions and for the same price as such proposed sale or transfer. The other tenants-in-common shall have 30 days after the receipt of such offer within which to accept the same and shall have the right to acquire such interest in proportion to their Membership Interest formerly held in the LLC. If the other tenants-in-common shall fail to accept such offer within such period of time, such distributee Member shall be free to sell the interest in said assets upon the terms and conditions described in the offer disclosed to the other tenants-in-common.

(d)The Members specifically intend and agree that any distribution under this Section 9.3 shall confer upon the distributee the actual economic ownership and equitable title to all such assets distributed. If the title or form of ownership by which any LLC asset is held is different from that necessary to fully accomplish the foregoing intent, then all Members agree to execute and deliver such deeds, bills of sale and other documents, and to take such other steps, as may be necessary or appropriate to secure to each Member the full economic ownership and title in such asset to which such Member is so entitled hereunder.

(e)The liquidation of the LLC shall be final when all of the LLC’s assets have been collected and applied to the LLC’s obligations and its remaining assets, if any, have been distributed to the Members in accordance with this Agreement.

Section 9.4Time Limitations on Liquidating Distributions. Nothing in this Article 9 shall be construed to extend the time period prescribed under Section 3.2 above and Treas. Reg. §1.704-1(b)(2)(ii)(b) for making liquidating distributions of the LLC’s assets. If the Liquidator deems it impracticable to cause the LLC to make distributions of the liquidating proceeds to the Members within the time period described under Treas. Reg. §1.704-1(b)(2)(ii)(b), the Liquidator may make any arrangement that is considered for federal income tax purposes to effectuate liquidating distributions of all of the LLC’s assets to the Members within the time period prescribed in such regulation and that will permit the sale of

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the non-cash assets considered so distributed in a manner that gives effect, to the extent possible, to the intent of the preceding provisions of this Article 9.

ARTICLE 10

GENERAL PROVISIONS

Section 10.1Separability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 10.2Assignment and Benefit. This Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective permitted successors and assigns. This Agreement and the rights and obligations set forth herein may not be assigned or delegated by any party without the written consent of each other party hereto, except as provided herein. Nothing in this Agreement shall be deemed to create any right in any person not a party hereto (other than the permitted successors and assigns of a party hereto) and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party.

Section 10.3Indemnification and Contribution. The LLC 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 LLC.  The foregoing obligation of the LLC shall be satisfied only out of the assets of the LLC and under no circumstances shall any recourse be available against any Member or the assets of any Member with respect thereto.

Section 10.4Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original; and any person may become a party hereto by executing a counterpart hereof, but all of such counterparts together shall be deemed to be one and the same instrument. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

Section 10.5Governing Law. This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the internal laws of the State of Delaware (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.

Section 10.6Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in

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the context require. Any reference to the Code, Act or other statutes or laws shall include all amendments, modifications or replacements of the specific sections and provisions concerned.

Section 10.7Further Assurances. The Members hereto agree that they will execute and deliver, or cause to be delivered, all such instruments, and will take all such other actions, as may be reasonably required from time to time in order to effectuate the provisions and purposes hereof.

Section 10.8References to Agreement. Numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement unless otherwise expressly stated. The words “herein,” “hereof,” “hereunder,” “this Agreement” and other similar references shall be construed to mean and include this Operating Agreement and all amendments and supplements thereto unless the context shall clearly indicate or require otherwise.

Section 10.9Complete Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the Members with respect to the matters to which it relates. It supersedes all prior written and oral statements and no representation, statement, covenant, condition or warranty not contained in this Agreement shall be binding on the Members or have any force or effect whatsoever.

Section 10.10Estoppels. Each Member shall, upon not less than fifteen (15) days written notice from any Member, execute and deliver to such other Member a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to such Member’s knowledge, any uncured defaults on the part of the other Member, specifying such defaults if any are claimed. Any such statement may be relied upon by third parties.

Section 10.11Reliance on Authority of Person Signing Agreement. If a Member is a trust (with or without disclosed beneficiaries), general partnership, limited partnership, joint venture, corporation, or any Entity other than a natural Person, the LLC and the Members shall:

(a)not be required to determine the authority of the Person signing this Agreement to make any commitment or undertaking on behalf of such Entity or to determine any fact or circumstance bearing upon the existence of the authority of such Entity or to determine any fact or circumstance bearing upon the existence of the authority of such Person;

(b)not be required to see to the application or distribution of proceeds paid or credited to Persons signing this Agreement on behalf of such Entity;

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(c)be entitled to rely on the authority of the Person signing this Agreement with respect to the voting of the Membership Interest of such Entity and with respect to the giving of consent on behalf of such Entity in connection with any matter for which consent is permitted or required under this Agreement; and

(d)be entitled to rely upon the authority of any general partner, joint venturer, trustee, or president or vice president, as the case may be, of any such Entity the same as if such Person were the Person originally signing this Agreement on behalf of such Entity.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on August        , 1997, effective as of the date and year first above written.

		GRAHAM PACKAGING COMPANY
		By: Graham Packaging Corporation, General Partner
By:	/s/ Steven F. Wood
		GRAHAM FAMILY GROWTH PARTNERSHIP
		By: Graham Packaging Corporation, General Partner
By:	/s/ Steven F. Wood

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Exhibit A

GRAHAM PACKAGING LATIN AMERICA, LLC

GLOSSARY AND INDEX OF DEFINED TERMS

Term	(Definition or Section in which definition appears)
Act:	Section 1.2
Adjusted Fair Market Value:	Section 3.1(a)
Affiliate:	A Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Person in question and any officer, director, general partner, trustee, employee, or limited partner or stockholder (in either case owning 10% or more of the equity) of the Person in question or such other Person. For purposes of this definition, “control” of an Entity means the power to direct the management of such Entity, whether by ownership, contract or otherwise.
Agreement:	Preamble
Book Value:	With respect to any asset, that asset’s adjusted basis for federal income tax purposes, except that (i) where an asset has been revalued on the books of the LLC, the Book Value of such asset shall be adjusted to reflect such revaluation; (ii) where an asset has been contributed by a Member to the LLC or distributed by the LLC to a Member, its Book Value shall be its fair market value as determined pursuant to the provisions of this Agreement; and (iii) the Book Value of LLC assets shall be adjusted to reflect the Depreciation taken into account with respect to such assets for purposes of determining Gross Income or Gross Deductions.
Capital Account:	Section 3.1

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Capital Contribution:	Any amount of cash, property, or services contributed by a Member to the LLC in respect of its equity interest therein in accordance with the Operating Agreement.
Certificate:	Section 1.6
Code:	The Internal Revenue Code of 1986, as the same may be amended from time to time. Any reference herein to any section of the Code shall mean and include any and all corresponding provisions of succeeding law.
Controlled Corporation:	Section 6.2(a)
Depreciation:	For each taxable year, an amount equal to the depreciation, amortization or other cost recovery reduction allowable with respect to an asset for such year or other period, except that if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such taxable year (as a result of the revaluation of such asset or its contribution to the LLC by a Member), Depreciation shall be an amount that bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for such taxable year bears to such beginning adjusted tax basis; provided that if the beginning adjusted tax basis is zero, Depreciation for such taxable year shall be determined with reference to such beginning Book Value using any reasonable method selected by Packaging.
Entity:	Any general partnership, limited partnership, corporation, joint venture, trust, business trust, limited liability company, limited liability partnership, cooperative or association.
Event of Bankruptcy:	As to the LLC or a Member:
	— filing a voluntary petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Bankruptcy Code (as now or in the future amended) or an admission seeking the relief therein provided;
	— making a general assignment for the benefit of its creditors;
	— consenting to the appointment of a receiver for all or a substantial part of its property;
	— in the case of the filing of an involuntary petition in bankruptcy, an entry of an order for relief;
	— the entry of a court order appointing a receiver or trustee for all or a substantial part of its property without its consent; or

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	— the assumption of custody or sequestration by a court of competent jurisdiction of all or substantially all of its property.
Event of Dissolution:	Section 9.1
Fair Market Value:	The value of any contribution to or asset of the LLC, as determined by Packaging in its reasonable discretion, taking into account, inter alia, such relevant factors as appropriate discounts for lack of marketability, blockage, and restrictions on transferability. Without limiting Packaging’s discretion to make such a valuation or requiring that any such appraisal be made, the determination of the Fair Market Value of any asset by Packaging on the basis of the valuation thereof by an independent appraiser shall be deemed a reasonable exercise of such discretion.
Graham France	Section 1.5
Gross Income or Deductions:	Respectively, the LLC’s gross income and gains or gross losses and deductions for a taxable year, as computed for federal income tax purposes (including all items of LLC income, gain, loss, or deduction regardless of whether such items are required to be separately stated under Code section 702(a)), with the following adjustments:
	A.Any income of the LLC that is exempt from federal income tax and not otherwise taken into account in determining Gross Income shall be added to such Gross Income;
	B.Any expenditures of the LLC described in Code section 705(a)(2)(B) or treated as section 705(a)(2)(B) expenditures pursuant to Treas. Reg. §1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Gross Deductions shall be taken into account in computing such Gross Deductions;
	C.In any case where, in accordance with Treas. Reg. §1.704-1(b)(2)(iv)(e) or (f), LLC property is revalued on the books of the LLC to reflect its fair market value, the amount of such upward or downward adjustment (to the extent not previously taken into account) shall be taken into account as gain or loss from a taxable disposition of

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	such property for purposes of computing Gross Income or Gross Deductions;
	D.Gain or loss resulting from any disposition of LLC property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the Property disposed of, notwithstanding that the adjusted tax basis of such property differs from such Book Value;
	E.In lieu of the depreciation, amortization and other cost recovery deductions taken into account for federal income tax purposes, Depreciation as defined herein shall be taken into account in computing Gross Deductions; and
	F.Notwithstanding any other provisions of this definition, Member Nonrecourse Deductions and any other items of income, gain, loss or deduction that are specially allocated pursuant to Section 5.3 to one or more Members shall not be taken into account in computing Gross Income or Gross Deductions.
Hypothetical
Capital Account:	A Member’s Capital Account, after giving effect to the following adjustments:
	A.Such Capital Account shall be reduced to reflect the items described in clauses (4), (5) and (6) of Treas. Reg. §1.704-1(b)(2)(ii)(d) (provided that any anticipated distribution of the proceeds of a nonrecourse liability shall be offset by an anticipated increase in Minimum Gain, as provided in Treas. Reg. §1.704-2(h)); and
	B.Such Capital Account shall be increased by any amount such Member is obligated to restore or is treated as being obligated to restore for purposes of Treas. Reg. §1.704-1(b)(2)(ii)(d), including such Member’s Minimum Gain Share and such Member’s share of Member Minimum Gain.
Liabilities:	All items, except retained earnings and items of Member’s equity and surplus and reserves which are mere segregations of surplus, which would be included on the liability side of the

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	LLC’s balance sheet (as if prepared in accordance with generally accepted accounting principles) as of the date on which Liabilities are to be determined; excluding, however, any reserves for contingent liabilities that would be reflected only in the footnotes to such a balance sheet.
Limited Liability Company (“LLC”):	Preamble.
Liquidator:	Section 9.3
Member:	Preamble.
Membership Interest:	The entire ownership interest of a Member in the LLC at any particular time, including the right of such Member to any and all benefits to which a Member may be entitled as provided in this Agreement and in the Act, together with the obligations of such Member to comply with all the terms and provisions of this Agreement and of the Act.
Member Minimum Gain:	An amount determined by computing, with respect to each Member Nonrecourse Debt, the Minimum Gain that would result if such Member Nonrecourse Debt were treated as a nonrecourse liability, determined in accordance with Treas. Reg. §1.704-2(i)(3).
Member Nonrecourse Deductions:	For each taxable year, the LLC deductions (and all other items that would otherwise be included in Gross Deductions) that are attributable to Member Nonrecourse Debt and are characterized as “member nonrecourse deductions” under Treas. Reg. §1.704-2(i)(1).
Member Nonrecourse Debt:	Nonrecourse LLC debt for which one or more Members bears an economic risk of loss, as defined in Treas. Reg. §1.704-2(b)(4).
Minimum Gain:	An amount determined by computing, with respect to each nonrecourse liability of the LLC, the amount of gain (of whatever character), if any, that would be realized by the LLC if it disposed of (in a taxable transaction) the LLC property subject to such liability in full satisfaction thereof, and by then aggregating the amounts so computed. Such amount shall be

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	determined in a manner consistent with Treas. Reg. §1.704-2(d).
Minimum Gain Share:	For each Member, such Member’s share of any Minimum Gain as of the end of a taxable year, as determined under Treas. Reg. §1.704-2(g).
Net Asset Value:	The amount by which the Fair Market Value of the LLC’s assets as of a specified date exceeds the LLC’s Liabilities as of that date.
Person:	Any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.
Preference Amount:	The aggregate amount of Capital Contributions made by Packaging under Section 2.1(b).
Preferred Return:	A return at a rate of 15%compounded annually with respect to the Unreturned Preference Amount and the Undistributed Preferred Return.
Transfer:	Sell, convey, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of, whether by gift or for consideration (any such event, a “Transfer,” and the taking of any such action, to “Transfer”).
Treas. Reg.:	The Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time.
Undistributed Preferred Return:	The excess, if any, of (x) the Preferred Return over (y) the aggregate cumulative amount of distributions to Packaging made under Section 4.1(b)(i).
Unreturned Preference Amount:	The excess, if any, of (x) the Preference Amount over (y) the aggregate cumulative amount of distributions to Packaging made under Sections 4.1(b)(ii).
Vote:	Section 6.2(a)

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AMENDMENT NO. 1
TO
OPERATING AGREEMENT
OF
GRAHAM PACKAGING LATIN AMERICA, LLC

This Amendment No. 1 (this “Amendment”) to Operating Agreement (the “Operating Agreement”) of Graham Packaging Latin America, LLC, a Delaware limited liability company (the “Company”), is made as of this 2nd day of February, 1998 by and among Graham Packaging Company, a Pennsylvania limited partnership (the “Partnership”), Graham Family Growth Partnership, a Pennsylvania limited partnership (“Family Growth”), GPC Sub GP LLC, a Delaware limited liability company (“Sub GP”), and Graham Packaging Holdings I, LP, a Delaware limited partnership (“Opco”).

Background

WHEREAS, the Partnership and Family Growth formed the Company in accordance with the provisions of the Delaware Limited Liability Company Act pursuant to a Certificate of Formation filed on February 14, 1997;

WHEREAS, the Partnership and Family Growth are parties to an Agreement and Plan of Recapitalization, Redemption and Purchase dated December 18, 1997 (the “Recapitalization Agreement”);

WHEREAS, in connection with the Closing pursuant to the Recapitalization Agreement, the membership interests of the Company currently held by the Partnership are being contributed on the date hereof to Opco; and

WHEREAS, in connection with the Closing pursuant to the Recapitalization Agreement, a one percent (1 %) membership interest of the Company is being transferred to Sub GP on the date hereof by Family Growth, and a seventy-nine percent (79%) membership interest of the Company is being contributed to Opco on the date hereof by Family Growth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

1.  Amendment.

(a)Family Growth and the Partnership hereby withdraw as Members of the Company, and Sub GP and Opco hereby enter the Company as Members. All references in the Operating Agreement to the Partnership shall refer to Opco, and all references in the Operating Agreement to Family Growth shall refer to Sub GP.

(b)Section 9.1(b) of the Operating Agreement is hereby amended to read in its entirety as follows:

(b)subject to Section 9.2 below, the resignation or withdrawal of a Member, other than by reason of a Transfer of all of such Member’s membership interests as permitted under Article 8 herein, or the dissolution of either Member or the occurrence of an Event of Bankruptcy of either Member, which is not, in the case of an Involuntary Bankruptcy, discharged or stayed within one hundred and twenty days (120) days of occurrence;

(c)Section 10.12 of the Operation Agreement is hereby added, to read as follows:

Section 10.12 Officers. The Company, and each Member on behalf of the 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 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.

2.Ratification. The Operating Agreement, as amended hereby, is ratified in all respects.

3.Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same agreement.

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IN WITNESS WHEREOF, the Partnership, Family Growth, Sub GP and Opco have caused this Amendment to be signed by a duly authorized officer and to be dated as of the date first above written.

Withdrawing Member		Withdrawing Member
GRAHAM PACKAGING COMPANY		GRAHAM FAMILY GROWTH PARTNERSHIP
By: Graham Packaging Corporation, its general partner		By: Graham Packaging Corporation, its general partner
By:	/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
Name:		Name:
Title:		Title:
Entering Member		Entering Member
GPC SUB GP LLC		GRAHAM PACKAGING HOLDINGS I, LP
By: Graham Packaging Holdings I, LP, its sole member		By: Graham Recycling Corporation, its general partner
By: Graham Recycling Corporation, its general partner
By:	/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
Name:		Name:
Title:		Title:

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AMENDMENT NO. 1
TO
OPERATING AGREEMENT
OF
GRAHAM PACKAGING LATIN AMERICA, LLC

This Amendment No. 1 (this “Amendment”) to Operating Agreement (the “Operating Agreement”) of Graham Packaging Latin America, LLC, a Delaware limited liability company (the “Company”), is made as of this 2nd day of February, 1998 by and among Graham Packaging Company, a Pennsylvania limited partnership (the “Partnership”), Graham Family Growth Partnership, a Pennsylvania limited partnership (“Family Growth”), GPC Sub GP LLC, a Delaware limited liability company (“Sub GP”), and Graham Packaging Holdings I, LP, a Delaware limited partnership (“Opco”).

Background

WHEREAS, the Partnership and Family Growth formed the Company in accordance with the provisions of the Delaware Limited Liability Company Act pursuant to a Certificate of Formation filed on February 14, 1997;

WHEREAS, the Partnership and Family Growth are parties to an Agreement and Plan of Recapitalization, Redemption and Purchase dated December 18, 1997 (the “Recapitalization Agreement”);

WHEREAS, in connection with the Closing pursuant to the Recapitalization Agreement, the membership interests of the Company currently held by the Partnership are being contributed on the date hereof to Opco; and

WHEREAS, in connection with the Closing pursuant to the Recapitalization Agreement, a one percent (1 %) membership interest of the Company is being transferred to Sub GP on the date hereof by Family Growth, and a seventy-nine percent (79%) membership interest of the Company is being contributed to Opco on the date hereof by Family Growth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

1.  Amendment.

(a)Family Growth and the Partnership hereby withdraw as Members of the Company, and Sub GP and Opco hereby enter the Company as Members. All references in the Operating Agreement to the Partnership shall refer to Opco, and all references in the Operating Agreement to Family Growth shall refer to Sub GP.

(b)Section 9.1(b) of the Operating Agreement is hereby amended to read in its entirety as follows:

(b)subject to Section 9.2 below, the resignation or withdrawal of a Member, other than by reason of a Transfer of all of such Member’s membership interests as permitted under Article 8 herein, or the dissolution of either Member or the occurrence of an Event of Bankruptcy of either Member, which is not, in the case of an Involuntary Bankruptcy, discharged or stayed within one hundred and twenty days (120) days of occurrence;

(c)Section 10.12 of the Operation Agreement is hereby added, to read as follows:

Section 10.12 Officers. The Company, and each Member on behalf of the 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 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.

2.Ratification. The Operating Agreement, as amended hereby, is ratified in all respects.

3.Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same agreement.

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IN WITNESS WHEREOF, the Partnership, Family Growth, Sub GP and Opco have caused this Amendment to be signed by a duly authorized officer and to be dated as of the date first above written.

Withdrawing Member		Withdrawing Member
GRAHAM PACKAGING COMPANY		GRAHAM FAMILY GROWTH PARTNERSHIP
By: Graham Packaging Corporation, its general partner		By: Graham Packaging Corporation, its general partner
By:	/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
Name:		Name:
Title:		Title:
Entering Member		Entering Member
GPC SUB GP LLC		GRAHAM PACKAGING HOLDINGS I, LP
By: Graham Packaging Holdings I, LP, its sole member		By: Graham Recycling Corporation, its general partner
By: Graham Recycling Corporation, its general partner
By:	/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
Name:		Name:
Title:		Title:

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EX-3.15

Exhibit 3.15

CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB:15-8512 (Rev 20)

In compliance with the requirements of 18 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that:

1.The name of the limited partnership is: Graham Packaging Poland, L.P.

2.The date of filing of the original Certificate of Limited Partnership is: October 7, 1994

3.(Check, and if appropriate complete, one of the following):

o  The amendment adopted by the limited partnership, set forth in full, is as follows:

ý  The amendment adopted by the limited partnership is set forth in full in Exhibit A attached hereto and made a part hereof.

4.(Check, and if appropriate complete, one of the following):

ý  The amendment shall be effective upon filing this Certificate of Amendment in the Department of State.

o  The amendment shall be effective on:		at
	Date		Hour

5.(Check if the amendment restates the Certificate of Limited Partnership):

ý  The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 2nd day of February, 1998.

GRAHAM PACKAGING POLAND, L.P.
By:	Graham Packaging Corporation, its		By:	GPC Sub GP LLC, its new general partner
	withdrawing general partner		By:	Graham Packaging Company, its sole member
			By:	GPC Opco GP LLC, its general partner
	By:	/s/ [ILLEGIBLE]	By:	Graham Packaging Holdings Company, its
		Name:		sole member
		Title:	By:	Graham Packaging Corporation, its general
				partner
				/s/ [ILLEGIBLE]

Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF LIMITED PARTNERSHIP

OF

GRAHAM PACKAGING POLAND, L.P.

1.The name of the Partnership is Graham Packaging Poland, L.P.

2.The current registered office of the Partnership in the Commonwealth of Pennsylvania is at 1110 East Princess Street, York, York County, Pennsylvania  17403.

3.The name and business address of each general partner of the Partnership is as follows:

GPC Sub GP LLC
1110 East Princess Street
York, Pennsylvania  17403

EX-3.16

Exhibit 3.16

AGREEMENT OF LIMITED PARTNERSHIP
OF
GRAHAM PACKAGING POLAND, L.P.

DATED AS OF OCTOBER 7, 1994

TABLE OF CONTENTS
ARTICLE 1
THE LIMITED PARTNERSHIP
1.1	Formation
1.2	Certificate of Limited Partnership
1.3	Name
1.4	Character of Business
1.5	Principal Offices
1.6	Fiscal Year
ARTICLE 2
DEFINITIONS
2.1	Act
2.2	Affiliate
2.3	Agreement
2.4	Auditor
2.5	Available Cash
2.6	Bankruptcy
2.7	Capital Account
2.8	Capital Contribution
2.9	Certificate
2.10	Code
2.11	Depreciation
2.12	Event of Withdrawal
2.13	General Partner
2.14	Generally Accepted Accounting Principles
2.15	Gross Asset Value
2.16	Limited Partner
2.17	Partner
2.18	Partnership
2.19	Partnership Interest
2.20	Partnership Year
2.21	Percentage Interest
2.22	Person
2.23	Profits and Losses
2.24	Transfer
2.25	General Provisions
ARTICLE 3
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS
3.1	Initial Capital Contributions
3.2	Capital Accounts
3.3	Negative Capital Accounts
3.4	Compliance with Treasury Regulations
3.5	Succession to Capital Accounts
3.6	Certain Adjustments

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3.7	No Withdrawal of Capital Contributions
ARTICLE 4
COSTS AND EXPENSES
4.1	Organizational and Other Costs
4.2	Operating Costs
ARTICLE 5
DISTRIBUTIONS; PARTNERSHIP ALLOCATIONS;
TAX MATTERS
5.1	Distributions Prior to Dissolution
5.2	Partnership Allocations
5.3	Tax Allocations; Code Section 704(c)
5.4	Accounting Method
ARTICLE 6
MANAGEMENT
6.1	Rights and Duties of the Partners
6.2	Fiduciary Duty of General Partner
6.3	Powers of General Partner
6.4	Other Activities
6.5	Transactions with Affiliates
6.6	Exculpation
ARTICLE 7
COMPENSATION
ARTICLE 8
ACCOUNTS
8.1	Books and Records
8.2	Reports, Returns and Audits
ARTICLE 9
PROHIBITION ON TRANSFERS
9.1	Transfer of a Partner’s Interest
9.2	Allocation of Distributions Subsequent to Assignment
9.3	Transferee’s Rights
ARTICLE 10
DISSOLUTION
10.1	Events of Dissolution
10.2	Final Accounting
10.3	Liquidation
10.4	Cancellation of Certificate

ii

ARTICLE 11
AMENDMENTS TO AGREEMENT
ARTICLE 12
NOTICES
12.1	Method of Notice
12.2	Computation of Time
ARTICLE 13
INVESTMENT REPRESENTATIONS
13.1	Investment Purpose
13.2	Investment Restriction
ARTICLE 14
GENERAL PROVISIONS
14.1	Entire Agreement
14.2	Amendment; Waiver
14.3	Governing Law
14.4	Binding Effect
14.5	Separability
14.6	Headings
14.7	No Third-Party Rights
14.8	Waiver of Partition
14.9	Nature of Interests
14.10	Power of Attorney

iii

AGREEMENT OF LIMITED PARTNERSHIP

OF

GRAHAM PACKAGING POLAND, L.P.

THIS AGREEMENT OF LIMITED PARTNERSHIP is entered into as of the 7th day of October, 1994, by and between Graham Packaging Corporation, a Pennsylvania corporation with its offices at 1420 Sixth Avenue, York, Pennsylvania 17405, as general partner (the “General Partner”), and Graham Packaging Company, a Pennsylvania limited partnership with its offices at 1420 Sixth Avenue, York, Pennsylvania 17405, as limited partner (the “Limited Partner”). The General Partner and the Limited Partner are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner.”

W I T N E S S E T H:

WHEREAS, the General Partner and the Limited Partner have formed a limited partnership (the “Partnership”) in accordance with the provisions of the Pennsylvania Revised Uniform Limited Partnership Act, under the name Graham Packaging Poland, L.P. pursuant to a Certificate of Limited Partnership filed on October 7, 1994;

WHEREAS, on the date hereof, the General Partner is contributing to the Partnership $1.00 in exchange for a general partner interest in the Partnership as hereinafter set forth; and

WHEREAS, on the date hereof, the Limited Partner is contributing to the Partnership $99.00 in exchange for a 99% limited partner interest in the Partnership;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree that the Agreement of Limited Partnership of the Partnership shall read in its entirety as follows:

ARTICLE 1

THE LIMITED PARTNERSHIP

1.1Formation.

(a)The General Partner and the Limited Partner have become partners in a limited partnership (hereinafter referred to as the “Partnership”) formed under and pursuant to the provisions of the Act to engage in the business hereinafter described for the period and upon the terms and conditions hereinafter set forth.

(b)The General Partner and the Limited Partner have been admitted to the Partnership as a general partner and limited partner, respectively, and have contributed to the capital of the Partnership their initial Capital Contributions, as set forth in Section 3.1 below.

1.2Certificate of Limited Partnership.  The General Partner has executed and caused to be filed on October 7, 1994 a Certificate of Limited Partnership of the Partnership (hereinafter referred to as the “Certificate”) in the office of the Secretary of State of the Commonwealth of Pennsylvania, and hereafter shall execute such further documents (including any further amendments to the Certificate) and take such further action as shall be appropriate to comply with all requirements of law for the formation and operation of a limited partnership in the Commonwealth of Pennsylvania and all other counties and states where the Partnership may elect to do business.

1.3Name.  The name of the Partnership is Graham Packaging Poland, L.P. The General Partner may change the name of the Partnership or cause the business of the Partnership to be conducted under any other name.

1.4Character of Business.  The business of the Partnership shall be the manufacture of plastic blow-molded and injection molded containers and enclosures in Eastern Europe and such other activities and business as are incidental to the foregoing, whether directly or indirectly through the investment in or participation with, one or more partnerships, subsidiaries or joint ventures conducting the foregoing activities and business.  For such purposes, the Partnership shall have and exercise all the powers now or hereafter conferred by the laws of the Commonwealth of Pennsylvania on limited partnerships formed under the laws of that Commonwealth, and to do any and all things as fully as natural persons might or could do as are not prohibited by law, in furtherance of the aforesaid business of the Partnership.  The business of the Partnership shall be conducted in accordance with, and any action required or permitted to be taken by the General Partner or the Limited Partner shall be taken in compliance with, all applicable laws, rules and regulations.

1.5Principal Offices.  The location of the principal offices of the Partnership shall be at 1420 Sixth Avenue, York, Pennsylvania, or at such other location as may be selected from time to time by the General Partner.  The Partnership may maintain such other offices at such other places as the General Partner deems advisable.

1.6Fiscal Year.  The fiscal year of the Partnership shall be the calendar year (the “Partnership Year”).

ARTICLE 2

DEFINITIONS

The following defined terms used in this Agreement shall have the respective meanings specified below.

2.1Act.   “Act” shall mean the Pennsylvania Revised Uniform Limited Partnership Act (15 Pa. Cons. Stat. ch. 85), as amended from time to time and any successor to such Act.

2.2Affiliate.  “Affiliate” shall mean (i) any Person directly or indirectly controlling, controlled by or under common control with another Person, (ii) a Person owning

2

or controlling ten percent (10%) or more of the outstanding voting securities of such other Person, (iii) any officer, director or general partner of such other Person, and (iv) if such other Person is an officer, director or general partner, any other entity for which such Person acts in any capacity.

2.3Agreement.  This “Agreement” shall refer to this Agreement of Limited Partnership.

2.4Auditor.  “Auditor” shall mean Ernst & Young or any successor firm of independent auditors selected by the General Partner.

2.5Available Cash.  “Available Cash” shall mean at any point in time all cash and cash equivalents on hand of the Partnership from any source (including, without limitation, any proceeds from borrowings) less cash reasonably reserved or reasonably anticipated to be required for debts and expenses, interest and scheduled principal payments on any indebtedness, capital expenditures, taxes or the activities of the Partnership (including payments to Partners under any agreement other than this Agreement).

2.6Bankruptcy.  The “Bankruptcy” of a Partner shall mean (i) the filing by a Partner of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the United States Code or any other federal or state insolvency law, or a Partner’s filing an answer consenting to or acquiescing in any such petition, (ii) the making by a Partner of any assignment for the benefit of its creditors or (iii) the expiration of sixty days after the filing of an involuntary petition under Title 11 of the United States Code, an application for the appointment of a receiver for the assets of a Partner, or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other Federal or state insolvency law, provided that the same shall not have been vacated, set aside or stayed within such sixty-day period.

2.7Capital Account.  The “Capital Account” of a Partner shall be (a) credited with (i) the amount of cash or, in the case of non-cash asset contributions, the gross fair market value of such capital contributions as agreed upon by the Partners at the time such contribution is made less liabilities assumed by the Partnership in connection with such contributions (or to which any such contributed assets are subject) and (ii) such Partner’s allocable share of Profits of the Partnership and (b) debited with (i) the amount of any cash and the fair market value of any property distributed to it pursuant to Section 5.1, and (ii) such Partner’s allocable share of Losses of the Partnership.

2.8Capital Contribution.  The “Capital Contribution” of a Partner shall be the amount which such Partner contributes to the capital of the Partnership as provided in Article 3.

2.9Certificate. “Certificate” shall have the meaning ascribed to such term in Section 1.2.

2.10Code.    “Code” shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time, or the corresponding provisions of any successor statute.

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2.11Depreciation. “Depreciation” shall mean, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis.

2.12Event of Withdrawal.  “Event of Withdrawal” shall have the meaning ascribed to such term in Subsection 10.1(b).

2.13General Partner. “General Partner” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

2.14Generally Accepted Accounting Principles.   “Generally Accepted Accounting Principles” shall refer to generally accepted accounting principles as in effect from time to time in the United States of America.

2.15Gross Asset Value.   “Gross Asset Value” shall mean, with respect to any asset, the asset’s adjusted basis for federal income tax purposes except as follows:

(a)The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset at the time of such contribution, as agreed to by the Partners;

(b)The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as agreed to by the Partners, as of the following times: (a) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis capital contribution; (b) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property other than money, unless all Partners receive simultaneous distributions of undivided interests in the distributed property in proportion to their respective Percentage Interests; (c) the liquidation of the Partnership within the meaning of Treas. Reg. §1.704-l(b)(2)(ii)(g); and (d) the termination of the Partnership for federal income tax purposes pursuant to Section 708(b)(l)(B) of the Code; and

(c)The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution.

If the Gross Asset Value of an asset has been determined or adjusted pursuant to Subsections 2.15(1) or (2) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

2.16Limited Partner. “Limited Partner” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

2.17Partner. “Partner” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

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2.18Partnership. “Partnership” shall have the meaning ascribed to such term in Subsection 1.1(a).

2.19Partnership Interest. “Partnership Interest” shall, refer, with respect to a given Partner as of a given date, to such Partner’s general partner interest in the Partnership (if any) and such Partner’s limited partner interest in the Partnership (if any), in each case as of such date.

2.20Partnership Year. “Partnership Year” shall have the meaning ascribed to such term in Section 1.6.

2.21Percentage Interest.  The “Percentage Interest” of the General Partner shall be 1%, and the “Percentage Interest” of the Limited Partner shall be 99%.

2.22Person.     “Person” shall include an individual, a partnership, a corporation, a trust, an unincorporated organization, a government or any department or agency thereof, and any other entity.

2.23Profits and Losses. “Profits” and “Losses” shall mean, for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:

(a)Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Section 2.23 shall be added to such taxable income or loss;

(b)Any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treas. Reg. §1.704-l(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this Section 2.23, shall be subtracted from such taxable income or loss;

(c)In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Subsection 2.15(2) or (3) hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(d)Gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; and

(e)In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period.

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2.24Transfer. “Transfer” shall mean any assignment, mortgage, hypothecation, transfer, pledge, creation of a security interest in or lien upon, encumbrance, gift or other disposition.

2.25General Provisions.  As used in this Agreement, except as the context otherwise requires, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and the neuter.  The words “herein”, “hereof and “hereunder” and other words of similar import refer to this Agreement as a whole, including the Schedules hereto, and not to any particular Article, Section, Subsection, Clause or Subdivision contained in this Agreement.

ARTICLE 3

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

3.1Initial Capital Contributions.

(a)The General Partner, as its initial Capital Contribution to the capital of the Partnership, has contributed $1.00 to the Partnership.

(b)The Limited Partner, as its initial Capital Contribution to the capital of the Partnership, has contributed $99.00 to the Partnership.

3.2Capital Accounts.  A Capital Account shall be established and maintained for each Partner on the books of the Partnership.  Each Partner’s interest in the capital of the Partnership shall be represented by its Capital Account.  The initial Capital Account of each Partner shall reflect such Partner’s Capital Contribution pursuant to Section 3.1.

3.3Negative Capital Accounts.  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 the Partnership or the other Partners to restore such negative balance.

3.4Compliance with Treasury Regulations.  The foregoing provisions and the other provisions of this Agreement relating to the maintenance of capital accounts are intended to comply with Section 704(b) of the Code and Treas. Reg. §§1.704-l(b) and 1.704-2 (or any corresponding provision of succeeding law) and shall be interpreted and applied in a manner consistent with such Regulation.  In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such Regulation, the Partnership may make such modifications.  The Partnership also shall make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Section 704(b) of the Code and Treas. Reg. §§1.704-l(b) and 1.704-2 (or any corresponding provision of succeeding law).

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3.5Succession to Capital Accounts.  In the event any interest in the Partnership is transferred in accordance with the terms of this Agreement and the Organization Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.  For purposes of the preceding sentence, the portion of the Capital Account to which the transferee succeeds shall be that percentage of the transferor’s total Capital Account as the Percentage Interest being transferred bears to the total Percentage Interest of the transferor.

3.6Certain Adjustments.  In the event the Gross Asset Values of the assets of the Partnership are adjusted pursuant to the provisions of this Agreement, the Capital Accounts of all Partners shall be adjusted simultaneously to reflect the aggregate net adjustment as if the Partnership recognized gain or loss equal to the amount of such aggregate net adjustment.

3.7No Withdrawal of Capital Contributions.  No Partner shall withdraw any Capital Contributions without the unanimous written approval of the other Partners.  No Partner shall receive any interest with respect to its Capital Contributions.

ARTICLE 4

COSTS AND EXPENSES

4.1Organizational and Other Costs.  The Partnership shall pay or cause to be paid all costs and expenses incurred in connection with the formation and organization of the Partnership.  Such costs and expenses to be borne by the Partnership shall include, without limitation, all related accounting, consulting, filing and registration costs.

4.2Operating Costs.  The Partnership shall (i) pay or cause to be paid all costs and expenses of the Partnership incurred in pursuing and conducting, or otherwise related to, the business of the Partnership, (ii) pay or cause to be paid all employment-related costs and expenses incurred by the General Partner in pursuing and conducting the business of the Partnership, and (iii) reimburse the General Partner for any out-of-pocket costs and expenses incurred by it in connection therewith (including, without limitation, in the performance of its duties as tax matters partner) to the extent permitted by Section 6.5.

ARTICLE 5

DISTRIBUTIONS; PARTNERSHIP ALLOCATIONS;
TAX MATTERS

5.1Distributions Prior to Dissolution.

(a)Except as provided in Section 10.3, all distributions on and after the date of this Agreement shall be made to the Partners in proportion to their respective Percentage Interests.

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(b)Available Cash shall be distributed to the Partners at the following times and in the following amounts:

(i)On or before ninety days after the end of each Partnership Year, Available Cash shall be distributed to the Partners in proportion to their respective Percentage Interests in an aggregate cumulative amount at least equal to the sum of (1) the income tax liability for the Partner with the largest percentage income tax liability (of itself or its shareholders) from cumulative Partnership taxable income allocated to such Partner under Subsection 5.2(b) hereof, and (2) for the other Partners, a proportional cash amount adjusted only for respective Percentage Interests; and

(ii)Any remaining Available Cash shall be distributed to the Partners in proportion to their respective Percentage Interests at such times and in such amounts as the General Partner shall determine.

5.2Partnership Allocations.

(a)Except as otherwise provided in Section 5.2 or elsewhere in this Agreement, for purposes of this Agreement, and for federal, state and local income tax purposes, all items of Profits, Losses, income, gain, loss, deduction or credit shall be determined with respect to each taxable year of the Partnership as of the end thereof, and allocated to the Partners in accordance with their then Percentage Interests.  Each Partner’s Percentage Interest shall constitute its interest in partnership profits for purposes of determining such Partner’s share of nonrecourse liabilities of the Partnership under Treas. Reg. §1.752-3(a)(3).

(b)Notwithstanding Subsection 5.2(a):

(i)Minimum Gain and Hypothetical Capital Accounts.  For purposes of complying with Treasury Regulations relating to tax allocation, the Partnership’s “minimum gain,” “minimum gain attributable to partner nonrecourse debt” and the Partners’ hypothetically adjusted Capital Accounts (“Hypothetical Capital Accounts”) must be determined from time to time.  The amount of minimum gain or minimum gain attributable to partner nonrecourse debt is determined in accordance with Treas. Reg. §.1.704-2(d) or 1.704-2(i), as the case may be, by computing, with respect to each nonrecourse liability of the Partnership, the amount of gain (of whatever character), if any, that would be realized by the Partnership if it disposed of (in a taxable transaction) the Partnership property subject to such liability in full satisfaction thereof, and by then aggregating the amounts so computed.  A Partners’ Hypothetical Capital Account shall equal its true Capital Account, increased by any amount that such Partner is treated as being obligated to restore under Treas. Reg. §1.704-l(b)(2)(ii)(c) (including the Partner’s share of minimum gain, computed as provided in Treas. Reg. §1.704-2(g), and of minimum gain attributable to partner nonrecourse debt, computed as provided in Treas. Reg. §1.704-2(i)(5)), and decreased by the items described in Treas. Reg. §1.704-l(b)(2)(ii)(d), clauses (4), (5) and (6). For purposes of determining each Partner’s share of minimum gain or minimum gain attributable to partner nonrecourse debt, any distributions funded with the proceeds of nonrecourse liabilities shall be treated as allocable to the nonrecourse liabilities, if any, that were incurred by the Partnership in connection with such distributions.

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(ii)Qualified Income Offset. A Partner who unexpectedly receives an adjustment, allocation, or distribution described in Treas. Reg. §1.704-l(b)(2)(ii)(d), clauses (4), (5) and (6), that creates a deficit in his Hypothetical Capital Account shall be allocated items of income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income, and gain for such year) in an amount and manner sufficient to eliminate such deficit as quickly as possible.

(iii)Minimum Gain Chargeback.  If there is a net decrease in the Partnership’s minimum gain or minimum gain attributable to partner nonrecourse debt during a Partnership taxable year, any Partner with a share of such minimum gain at the beginning of such year shall be allocated, before any other allocation is made of Partnership items for such taxable year, items of income and gain for such year (and, if necessary, subsequent years) in proportion to, and to the extent of, such Partner’s share of such decrease in minimum gain in accordance with Treas. Reg. §§1.704-2(f) and 1.704-2(i) (the “Minimum Gain Chargeback”). The Minimum Gain Chargeback allocated in any taxable year shall consist first of gains recognized from the disposition of items of Partnership property subject to one or more nonrecourse liabilities of the Partnership to the extent of the decrease in Minimum Gain attributable to the disposition of such items of property, with the remainder of the Minimum Gain Chargeback, if any, made up of a pro rata portion of the Partnership’s other items of income and gain for that year.  For any taxable year, any Minimum Gain Chargeback relating to a decrease in minimum gain shall be made before any Minimum Gain Chargeback relating to a decrease in minimum gain attributable to partner nonrecourse debt.

(iv)Special Limitation on Losses Allocated to a Partner.  No loss or deduction shall be allocated to a Limited Partner to the extent that such allocation would reduce such Partner’s Hypothetical Capital Account below zero, and such loss or deduction shall instead be allocated to the other Partner.

(v)Restoration.  If any items of income, gain, loss or deduction shall be specially allocated pursuant to Paragraph (ii), (iii), or (iv) of this Subsection 5.2(b), then as quickly as possible thereafter (but not in such a manner as to create or increase a deficit in any Partner’s Hypothetical Capital Account) items of income, gain, loss or deduction shall be specially allocated to the Partners so as to return all Capital Accounts to such balances as they would have had if no such special allocations had been made pursuant to Paragraph (ii), (iii) or (iv) of this Subsection 5.2(b).

(vi)Rule of Construction.  This Section 5.2 is intended to satisfy the alternate test for economic effect set forth in Treas. Reg. §1.704-l(b)(2)(ii)(d) and the rules for allocations attributable to nonrecourse liabilities set forth in Treas. Reg. §1.704-2 and should be so construed.

5.3Tax Allocations; Code Section 704(c).

(a)In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value.

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(b)In the event the Gross Asset Value of any asset of the Partnership shall be adjusted pursuant to the provisions of this Agreement, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Section 704(c) of the Code and the Treasury Regulations thereunder.

(c)Any elections or other decisions relating to such Section 704(c) allocations shall be made by the Partners in any manner that reasonably reflects the purpose and intention of this Agreement.  Section 704(c) allocations pursuant to this Section 5.3 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

5.4Accounting Method.  The books of the Partnership (for both tax and financial reporting purposes) shall be kept on an accrual basis.

ARTICLE 6

MANAGEMENT

6.1Rights and Duties of the Partners.

(a)The Limited Partner as limited partner in the Partnership shall not participate in the control of the business of the Partnership and shall have no power to act for or bind the Partnership.

(b)Pursuant to Pennsylvania law, the Limited Partner shall not be liable for losses or debts of the Partnership beyond the aggregate amount such Partner is required to contribute to the Partnership pursuant to this Agreement plus its share of the undistributed net profits of the Partnership, except that a Partner may be liable under Pennsylvania law to repay certain distributions received by it.

6.2Fiduciary Duty of General Partner.  The General Partner shall have fiduciary responsibility for the safekeeping and use of all funds and assets (including records) of the Partnership, whether or not in his immediate possession or control, and the General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership.

6.3Powers of General Partner.

(a)Subject to the terms and conditions of this Agreement, the General Partner shall have full and complete charge of all affairs of the Partnership, and the management and control of the Partnership’s business shall rest exclusively with the General Partner.  Except as otherwise provided in the Act or by this Agreement, the General Partner shall possess all of the rights and powers of a partner in a partnership without limited partners under Pennsylvania law.  The General Partner shall be required to devote to the conduct of the business of the

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Partnership such time and attention as is necessary to accomplish the purposes, and to conduct properly the business, of the Partnership.

(b)Subject to the limitations set forth in this Agreement, the General Partner shall perform or cause to be performed all management and operational functions relating to the business of the Partnership.  Without limiting the generality of the foregoing, the General Partner is authorized on behalf of the Partnership, in its sole discretion and without the approval of the Limited Partner, to:

(i)expend the capital and revenues of the Partnership in furtherance of the Partnership’s business as described in Section 1.4 and pay, in accordance with the provisions of this Agreement, all expenses, debts and obligations of the Partnership to the extent that funds of the Partnership are available therefor;

(ii)make investments in United States government securities, securities of governmental agencies, commercial paper, money market funds, bankers’ acceptances, certificates of deposit, and any other debt instruments or other securities, pending disbursement of the Partnership funds in furtherance of the Partnership’s business as described in Section 1.4 or to provide a source from which to meet contingencies;

(iii)enter into and terminate agreements and contracts with third parties in furtherance of the Partnership’s business as described in Section 1.4, institute, defend and settle litigation arising therefrom, and give receipts, releases and discharges with respect to all of the foregoing;

(iv)maintain, at the expense of the Partnership, adequate records and accounts of all operations and expenditures and furnish any Partner with the reports referred to in Section 8.2;

(v)purchase, at the expense of the Partnership, liability, casualty, fire and other insurance and bonds to protect the Partnership’s properties, business, partners and employees and to protect the General Partner and its employees;

(vi)employ, at the expense of the Partnership, consultants, accountants, attorneys and others and terminate such employment; provided, however, that if any Affiliate of any Partner is so employed, such employment shall be in accordance with Section 6.5;

(vii)execute and deliver any and all agreements, documents and other instruments necessary or incidental to the conduct of the business of the Partnership;

(viii)incur indebtedness, borrow funds and/or issue guarantees, in each case for the conduct of the Partnership’s business as described in Section 1.4;

(ix)confess judgment on behalf of the Partnership; and

(x)submit a Partnership claim or liability to arbitration or reference.

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By executing this Agreement, the Limited Partner shall be deemed to have consented to any exercise by the General Partner of any of the foregoing powers.

6.4Other Activities.  Either Partner (other than the General Partner in such capacity) (the “Interested Party”) may engage in or possess an interest in other business ventures of any nature or description, independently or with others, whether presently existing or hereafter created, and neither the Partnership nor either Partner other than the Interested Party shall have any rights in or to such independent ventures or the income or profits derived therefrom.

6.5Transactions with Affiliates.

(a)Nothing in this Agreement shall preclude transactions between the Partnership and either Partner or an Affiliate or Affiliates of any Partner acting in and for its own account, provided that any services performed or products provided by the Partner or any such Affiliates are services and/or products that the General Partner reasonably believes, at the time of requesting such services and/or products, to be in the best interests of the Partnership, and further provided that the rate of compensation to be paid for any such services and/or products shall be comparable to the amount paid for similar services and/or products under similar circumstances to or by independent third parties in arm’s length transactions.

(b)All bills with respect to services provided to the Partnership by a Partner or any Affiliate of a Partner shall be separately submitted and shall be supported by logs or other written data.

6.6Exculpation.  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 this Agreement.  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 or this Agreement.

ARTICLE 7

COMPENSATION

The General Partner shall be entitled to reimbursement of all of its expenses attributable to the performance of its obligations hereunder, as provided in Article 4 hereof, to the extent permitted by Section 6.5. Subject to the Act, no amount so paid to the General

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Partner shall be deemed to be a distribution of Partnership assets for purposes of this Agreement.  Except for reimbursement of its expenses and its right to distributions as provided in this Agreement, the General Partner shall not receive any compensation for its services as such.

ARTICLE 8

ACCOUNTS

8.1Books and Records.  The General Partner shall maintain complete and accurate books of account of the Partnership’s affairs at the Partnership’s principal office, including a list of the names and addresses of all Partners.  Each Partner shall have the right to inspect the Partnership’s books and records (including the list of the names and addresses of Partners). Each of the Partners shall have the right to audit independently the books and records of the Partnership, any such audit being at the sole cost and expense of the Partner conducting such audit.

8.2Reports, Returns and Audits.

(a)The books of account shall be closed promptly after the end of each Partnership Year.  The books and records of the Partnership shall be audited as of the end of each Partnership Year by the Auditor.  Within ninety days after the end of each Partnership Year, the General Partner shall make a written report to each person who was a Partner at any time during such Partnership Year which shall include financial statements comprised of at least the following: a balance sheet as of the close of the preceding Partnership Year and a statement of earnings or losses, changes in financial position and changes in Partners’ Capital Accounts for the Partnership Year then ended.

(b)Prior to July 15 of each year, each person who was a Partner at any time during the previous Partnership Year shall be provided with an information letter (containing such Partner’s Form K-l or comparable information) with respect to its distributive share of income, gains, deductions, losses and credits for income tax reporting purposes for such Partnership Year, together with any other information concerning the Partnership necessary for the preparation of a Partner’s income tax return(s), and the Partnership shall provide each Partner with an estimate of the information to be set forth in such information letter by no later than March 15 of each year.  With the sole exception of mathematical errors in computation, the financial statements and the information contained in such information letter shall be deemed conclusive and binding upon such Partner unless written objection shall be lodged with the General Partner within ninety days after the giving of such information letter to such Partner.

(c)The General Partner shall also furnish the Partners with quarterly financial statements of the Partnership and such other periodic reports concerning the Partnership’s business and activities as the General Partner considers necessary to advise all Partners properly about their investment in the Partnership.

(d)The General Partner shall prepare or cause to be prepared all federal, state and local tax returns of the Partnership (the “Returns”) for each year or other period for which such Returns are required to be filed.  To the extent permitted by law, for purposes of

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preparing the Returns, the Partnership shall use the Partnership Year.  The General Partner may make any elections under the Code and/or applicable state or local tax laws, and the General Partner shall be absolved from all liability for any and all consequences to any previously admitted or subsequently admitted Partners resulting from its making or failing to make any such election. Notwithstanding the foregoing, the General Partner shall make the election provided for in Section 754 of the Code, if requested to do so by any Partner.

(e)The General Partner shall be the “tax matters partner,” as such term is defined in Section 6231(a)(7) of the Code.

ARTICLE 9

PROHIBITION ON TRANSFERS

9.1Transfer of a Partner’s Interest.  Neither the General Partner nor the Limited Partner may Transfer its Partnership Interest or any portion thereof, except that such Partnership Interest may be pledged as collateral and such pledge may be foreclosed upon in the event of a default.

9.2Allocation of Distributions Subsequent to Assignment.  All Profits and Losses of the Partnership attributable to any Partnership Interest acquired by reason of any Transfer of such Partnership Interest and any distributions made with respect thereto shall be allocated (i) in respect of the portion of the Partnership Year ending on the effective date of the Transfer, to the transferor and (ii) in respect of subsequent periods, to the transferee.  The effective date of any Transfer permitted under this Agreement, subject to the provisions of Section 9.4 below, shall be the close of business on the day the Partnership is notified of the Transfer.

9.3Transferee’s Rights.  Any purported Transfer of a Partnership Interest which is not in compliance with this Agreement is hereby declared to be null and void and of no force and effect whatsoever.  A permitted transferee of any Partnership Interest pursuant to Section 9.1 hereof shall be entitled to receive distributions of cash or other property from the Partnership and to receive allocations of the income, gains, credits, deductions, profits and losses of the Partnership attributable to such Partnership Interest after the effective date of the Transfer but shall not become a Partner.

ARTICLE 10

DISSOLUTION

10.1Events of Dissolution.  The Partnership shall continue until December 31, 2019, or such later date as the Partners may unanimously agree, unless sooner dissolved upon the earliest to occur of the following events, which shall cause an immediate dissolution of the Partnership:

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(a)the sale, exchange or other disposition of all or substantially all of the Partnership’s assets;

(b)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 the General Partner to cease to be a general partner of the Partnership under the Act or the death, insanity or Bankruptcy of shareholder of the General Partner (each an “Event of Withdrawal”); or

(c)such earlier date as the Partners shall unanimously elect.

10.2Final Accounting.  Upon the dissolution of the Partnership as provided in Section 10.1 hereof, a proper accounting shall be made by the Partnership’s Auditor from the date of the last previous accounting to the date of dissolution.

10.3Liquidation.  Upon the dissolution of the Partnership as provided in Section 10.1 hereof, the General Partner or, if there is no General Partner, a person approved by a majority in interest of the remaining Partners, shall cause the cancellation of the Certificate (as amended) and shall act as liquidator to wind up the Partnership.  The liquidator shall have full power and authority to sell, assign and encumber any or all of the Partnership’s assets and to wind up and liquidate the affairs of the Partnership in an orderly and business-like manner.  All proceeds from liquidation shall be distributed in the following orders of priority: (a) to the payment and discharge of the debts and liabilities of the Partnership (other than liabilities for distributions to Partners) and expenses of liquidation, (b) to the setting up of such reserves as the liquidator may reasonably deem necessary for any contingent liability of the Partnership (other than liabilities for distributions to Partners), and (c) the balance to the Partners in accordance with their positive Capital Accounts after adjustment to reflect all Profit and Loss for the Partnership Year in which such liquidation occurs.

10.4Cancellation of Certificate.  Upon the completion of the distribution of Partnership assets as provided in Section 10.3 hereof, the Partnership shall be terminated and the person acting as liquidator shall take such other actions as may be necessary or appropriate to terminate the Partnership.  The Certificate shall be cancelled upon the dissolution and the commencement of winding up of the Partnership.

ARTICLE 11

AMENDMENTS TO AGREEMENT

Without the written approval of each of the Partners, no amendment shall be made to this Agreement.  The General Partner shall give written notice to all Partners promptly after any amendment has become effective.

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ARTICLE 12

NOTICES

12.1Method of Notice.  Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or transmitted by telex or telecopier, receipt acknowledged, or in the case of documented overnight delivery service or registered or certified mail, return receipt requested, postage prepaid, on the date shown on the receipt therefor, addressed to the Partners at their respective addresses as set forth in the preamble hereto (except that any Partner may from time to time give notice changing its address for that purpose).

12.2Computation of Time.  In computing any period of time under this Agreement, the day of the act, event or default from which the designated period of time begins to run shall not be included.  The last day of the period so computed shall be included, unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is not a Saturday, Sunday or legal holiday.

ARTICLE 13

INVESTMENT REPRESENTATIONS

13.1Investment Purpose.  Each Limited Partner represents and warrants to the Partnership and to each other Partner that it has acquired its limited partner interest in the Partnership for its own account, for investment only and not with a view to the distribution thereof, except to the extent provided in or contemplated by this Agreement.

13.2Investment Restriction.  Each Partner recognizes that (a) the limited partner interests in the Partnership have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from such registration, and agrees that it will not sell, offer for sale, transfer, pledge or hypothecate its limited partner interest in the Partnership (i) in the absence of an effective registration statement covering such limited partner interest under the Securities Act, unless such sale, offer of sale, transfer, pledge or hypothecation is exempt from registration for any proposed sale, and (ii) except in compliance with all applicable provisions of this Agreement, and (b) the restrictions on transfer imposed by this Agreement may severely affect the liquidity of an investment in limited partner interests in the Partnership.

ARTICLE 14

GENERAL PROVISIONS

14.1Entire Agreement.  This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes any prior agreement or understanding among the parties hereto with respect to the subject matter hereof.

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14.2Amendment; Waiver.  Except as provided otherwise herein, this Agreement may not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver.

14.3Governing Law.  This Agreement shall be construed in accordance with and governed by the Act and the other laws of the Commonwealth of Pennsylvania, without giving effect to the provisions, policies or principles thereof relating to choice or conflict of laws.

14.4Binding Effect.  Except as provided otherwise herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, heirs, successors and assigns.

14.5Separability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

14.6Headings.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

14.7No Third-Party Rights.  Nothing in this Agreement shall be deemed to create any right in any person not a party hereto (other than the permitted successors and assigns of a party hereto) and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party (except as aforesaid).

14.8Waiver of Partition.  Each Partner, by requesting and being granted admission to the Partnership, is deemed to waive until termination of the Partnership any and all rights that it may have to maintain an action for partition of the Partnership’s assets.

14.9Nature of Interests.  All Partnership property, whether real or personal, tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and none of the Partners shall have any direct ownership of such property.

14.10Power of Attorney.  Each of the Partners does hereby constitute and appoint the General Partner as its true and lawful representative and attorney-in-fact, in its name, place and stead to make, execute, sign and file any amendment to the Certificate which may be required because of this Agreement or the making of any amendments or supplements thereto as provided in Article 11, and to make, execute, sign and file all such other instruments, documents and certificates which, in the opinion of the General Partner, may from time to time

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be required by the laws of the United States of America, the Commonwealth of Pennsylvania or any other jurisdiction in which the Partnership shall determine to do business, or any political subdivision or agency thereof or which the General Partner may deem necessary or appropriate to effectuate, implement and continue the valid and subsisting existence and business of the Partnership.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

GENERAL PARTNER:
GRAHAM PACKAGING CORPORATION
By:	/s/ [ILLEGIBLE]
Title:
LIMITED PARTNER:
GRAHAM PACKAGING COMPANY
By:  Graham Packaging Corporation,
its general partner
By:		/s/ [ILLEGIBLE]
Title:

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AMENDMENT NO. 1
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
GRAHAM PACKAGING POLAND, LP

This Amendment No. 1 (this “Amendment”) to Agreement of Limited Partnership (the “Partnership Agreement”) of Graham Packaging Poland, LP, a Pennsylvania limited partnership (“Poland”) is made as of this 2nd day of February, 1998 by and among Graham Packaging Company, a Pennsylvania limited partnership (the “Partnership”), Graham Packaging Corporation, a Pennsylvania corporation (“GP Corp”), GPC Sub GP LLC, a Delaware limited liability company (“Sub GP”), and Graham Packaging Holdings I, LP, a Delaware limited partnership (“Opco”).

Background

WHEREAS, GP Corp, as general partner, and the Partnership, as limited partner, formed Poland as a limited partnership in accordance with the provisions of the Pennsylvania Revised Uniform Limited Partnership Act pursuant to a Certificate of Limited Partnership filed on October 7, 1997;

WHEREAS, the Partnership and GP Corp are parties to an Agreement and Plan of Recapitalization, Redemption and Purchase dated December 18, 1997 (the “Recapitalization Agreement”);

WHEREAS, in connection with the Closing pursuant to the Recapitalization Agreement, the limited partnership interests of Poland currently held by the Partnership are being contributed on the date hereof to Opco; and

WHEREAS, in connection with the Closing pursuant to the Recapitalization Agreement, the general partnership interests of Poland currently held by GP Corp are being transferred to Sub GP on the date hereof.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

1.Amendment.

a.GP Corp and the Partnership hereby withdraw as Partners of Poland, and Sub GP and Opco hereby enter Poland as General Partner and Limited Partner, respectively.  All references in the Partnership Agreement to the Partnership shall refer to Opco, and all references in the Partnership Agreement to GP Corp shall refer to Sub GP.

b.Section 10.1(b) of the Partnership Agreement is hereby amended to read in its entirety as follows:

(b)the withdrawal or resignation of the General Partner, other than by reason of a Transfer of all of the General Partner’s partnership interests to a successor General Partner, the filing of a certificate of dissolution or revocation of the charter or Bankruptcy of the General Partner or the occurrence of any other event, other than a Transfer, which causes the General Partner to cease to be a general partner of the Partnership under the Act or the death, insanity or Bankruptcy of a member of the General Partner (each an “Event of Withdrawal”); or

c.Section 6.3(b)(viii) of the Partnership Agreement is hereby amended to add the following language to the end thereof:

including, without limitation, to guarantee the indebtedness of any Affiliates of the Partnership, and to grant liens on property of the Partnership to secure such indebtedness and guarantees

2.Waiver.  For purposes of the transfer of interests described in this Amendment, the parties hereto waive any and all of their rights with respect to the provisions of Section 9.1 of the Partnership Agreement relating to restrictions on a Partner’s right to Transfer its Partnership Interest.

3.Ratification.  The Partnership Agreement, as amended hereby, is ratified in all respects.

4.Counterparts.  This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same agreement.

2

IN WITNESS WHEREOF, the Partnership, GP Corp, Sub GP and Opco have caused this Amendment to be signed by a duly authorized officer and to be dated as of the date first above written.

Withdrawing Limited Partner		Withdrawing General Partner
GRAHAM PACKAGING COMPANY		GRAHAM PACKAGING CORPORATION
By:  Graham Packaging Corporation,
its general partner
By:	/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
	Name:		Name:
	Title:		Title:
Entering General Partner		Entering Limited Partner
GPC SUB GP LLC		GRAHAM PACKAGING HOLDINGS I, LP
By:  Graham Packaging Holdings I, LP,		By:  Graham Recycling Corporation, its
its sole member		its general partner
By:  Graham Recycling Corporation,
its general partner
By:	/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
	Name:		Name:
	Title:		Title:

3

AMENDMENT NO. 1
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
GRAHAM PACKAGING POLAND, LP

This Amendment No. 1 (this “Amendment”) to Agreement of Limited Partnership (the “Partnership Agreement”) of Graham Packaging Poland, LP, a Pennsylvania limited partnership (“Poland”) is made as of this 2nd day of February, 1998 by and among Graham Packaging Company, a Pennsylvania limited partnership (the “Partnership”), Graham Packaging Corporation, a Pennsylvania corporation (“GP Corp”), GPC Sub GP LLC, a Delaware limited liability company (“Sub GP”), and Graham Packaging Holdings I, LP, a Delaware limited partnership (“Opco”).

Background

WHEREAS, GP Corp, as general partner, and the Partnership, as limited partner, formed Poland as a limited partnership in accordance with the provisions of the Pennsylvania Revised Uniform Limited partnership Act pursuant to a certificate of Limited Partnership filed on October 7, 1997;

WHEREAS, the Partnership and GP Corp are parties to an Agreement and Plan of Recapitalization, Redemption and Purchase dated December 18, 1997 (the “Recapitalization Agreement”);

WHEREAS, in connection with the Closing pursuant to the Recapitalization Agreement, the limited partnership interests of Poland currently held by the Partnership are being contributed on the date hereof to Opco; and

WHEREAS, in connection with the Closing pursuant to the Recapitalization Agreement, the general partnership interests of Poland currently held by GP Corp are being transferred to Sub GP on the date hereof.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

1.Amendment.

a.GP Corp and the Partnership hereby withdraw as Partners of Poland, and Sub GP and Opco hereby enter Poland as General Partner and Limited Partner, respectively.  All references in the Partnership Agreement to the Partnership shall refer to Opco, and all references in the Partnership Agreement to GP Corp shall refer to Sub GP.

b.Section 10.1(b) of the Partnership Agreement is hereby amended to read in its entirety as follows:

(b)the withdrawal or resignation of the General Partner, other than by reason of a Transfer of all of the General Partner’s partnership interests to a successor General Partner, the filing of a certificate of dissolution or revocation of the charter or Bankruptcy of the General Partner or the occurrence of any other event, other than a Transfer, which causes the General Partner to cease to be a general partner of the Partnership under the Act or the death, insanity or Bankruptcy of a member of the General Partner (each an “Event of Withdrawal”); or

c.Section 6.3(b)(viii) of the Partnership Agreement is hereby amended to add the following language to the end thereof:

including, without limitation, to guarantee the indebtedness of any Affiliates of the Partnership, and to grant liens on property of the Partnership to secure such indebtedness and guarantees

2.Waiver.  For purposes of the transfer of interests described in this Amendment, the parties hereto waive any and all of their rights with respect to the provisions of Section 9.1 of the Partnership Agreement relating to restrictions on a Partner’s right to Transfer its Partnership Interest.

3.Ratification.  The Partnership Agreement, as amended hereby, is ratified in all respects.

4.Counterparts.  This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same agreement.

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IN WITNESS WHEREOF, the Partnership, GP Corp, Sub GP and Opco have caused, this Amendment to be signed by a duly authorized officer and to be dated as of the date first above written.

Withdrawing Limited Partner		Withdrawing General Partner
GRAHAM PACKAGING COMPANY		GRAHAM PACKAGING CORPORATION
By:  Graham Packaging Corporation,
its general partner
By:	/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
	Name:		Name:
	Title:		Title:
Entering General Partner		Entering Limited Partner
GPC SUB GP LLC		GRAHAM PACKAGING HOLDINGS I, LP
By:  Graham Packaging Holdings I, LP,		By:  Graham Recycling Corporation, its
its sole member		its general partner
By:  Graham Recycling Corporation,
its general partner
By:	/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
	Name:		Name:
	Title:		Title:

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EX-3.17

Exhibit 3.17

CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB: 15-8512 (Rev 20)

In compliance with the requirements of 18 Pa.C.S. § 8512 (relating to certificate of amendment), the undersigned limited partnership, desiring to amend its Certificate of Limited Partnership, hereby certifies that:

1.The name of the limited partnership is: Graham Recycling Company, L.P.

2.The date of filing of the original Certificate of Limited Partnership is: November 12, 1993

3.(Check, and if appropriate complete, one of the following):

o  The amendment adopted by the limited partnership, set forth in full, is as follows:

ý  The amendment adopted by the limited partnership is set forth in full in Exhibit A attached hereto and made a part hereof.

4.(Check, and if appropriate complete, one of the following):

ý  The amendment shall be effective upon filing this Certificate of Amendment in the Department of State.

o  The amendment shall be effective on:		at
	Date		Hour

5.(Check if the amendment restates the Certificate of Limited Partnership):

ý  The restated Certificate of Limited Partnership supersedes the original Certificate of Limited Partnership and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned limited partnership has caused this Certificate of Amendment to be executed this 2nd day of February, 1998.

GRAHAM RECYCLING COMPANY, L.P.
By:	Graham Recycling Corporation,		By:	GPC Sub GP, LLC, its new general partner
	its withdrawing general partner		By:	Graham Packaging Company, its sole member
			By:	GPC Opco GP LLC, its general partner
	By:	/s/ [ILLEGIBLE]	By:	Graham Packaging Holdings Company, its
				sole member
			By:	Graham Packaging Corporation, its general
				partner

By: /s/ [ILLEGIBLE]

Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF LIMITED PARTNERSHIP

OF

GRAHAM RECYCLING COMPANY, L.P.

1.The name of the Partnership is Graham Recycling Company, L.P.

2.The current registered office of the Partnership in the Commonwealth of Pennsylvania is at 1110 East Princess Street, York, York County, Pennsylvania 17403.

3.The name and business address of each general partner of the Partnership is as follows:

GPC Sub GP LLC
1110 East Princess Street
York, Pennsylvania 17403

EX-3.18

Exhibit 3.18

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

GRAHAM RECYCLING COMPANY, L.P.

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into as of the 2nd day of February, 1998, by and between GPC Sub GP LLC, a Delaware limited liability company with its offices at 1110 E. Princess Street, York, Pennsylvania 17403, as general partner (the “General Partner”), and Graham Packaging Company, a Delaware limited partnership with its offices at 1110 E. Princess Street, York, Pennsylvania 17403, as limited partner (formerly known as Graham Packaging Holdings I, L.P., the “Limited Partner”). The General Partner and the Limited Partner are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner.”

W I T N E S S E T H:

WHEREAS, Graham Recycling Corporation, a Pennsylvania corporation (“Recycling”), and Graham Packaging Holdings Company, a Pennsylvania limited partnership with its offices at 1420 Sixth Avenue, York, Pennsylvania 17405 (formerly known as Graham Packaging Company, “GPHC”), formed a limited partnership (the “Partnership”) in accordance with the provisions of the Pennsylvania Revised Uniform Limited Partnership Act (15 Pa. Cons. Stat. ch. 85), under the name Graham Recycling Company, L.P. pursuant to a Certificate of Limited Partnership filed on November 16, 1993;

WHEREAS, on January 1, 1994, Recycling contributed to the Partnership an undivided 1% interest in Recycling’s assets, subject to 1% of its liabilities, in exchange for a general partner interest in the Partnership;

WHEREAS, on January 1, 1994, Recycling contributed to GPHC an undivided 99% interest in Recycling’s assets, subject to 99% of its liabilities, which interest in assets subject to liabilities was transferred to the Partnership, at GPHC’s direction in exchange for a 99% limited partnership interest in the Partnership; and

WHEREAS, pursuant to the terms of an Agreement and Plan of Recapitalization, Redemption and Purchase dated as of December 18, 1997 (the “Recapitalization Agreement”) by and among GPHC, Graham Capital Corporation, a Pennsylvania corporation, Graham Family Growth Partnership, a Pennsylvania limited partnership, Graham Packaging Corporation, a Pennsylvania corporation, Graham Engineering Corporation, a Pennsylvania corporation, Recycling, Donald C. Graham, BCP/Graham Holdings L.L.C., a Delaware limited liability company, and BMP/Graham Holdings Corporation, a Delaware corporation, (i)  Recycling assigned to General Partner all of its general partnership interest in the Partnership and

(ii) GPHC assigned to Limited Partner all of its limited partnership interest in the Partnership;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree that the Agreement of Limited Partnership of the Partnership is hereby amended and restated in its entirety by this Amended and Restated Agreement of Limited Partnership and, as so amended and restated hereby, shall read in its entirety as follows:

ARTICLE I

THE LIMITED PARTNERSHIP

1.1Formation, etc.

(a)Recycling and GPHC became partners in the Partnership formed under and pursuant to the provisions of the Act to engage in the business hereinafter described for the period and upon the terms and conditions hereinafter set forth.

(b)Recycling and GPHC were admitted to the Partnership as a general partner and a limited partner, respectively, and contributed to the capital of the Partnership their initial Capital Contributions, as set forth in Section 3.1 below.

(c)As of the date hereof, Recycling has withdrawn from the Partnership as general partner, and General Partner has become the general partner of the Partnership. As of the date hereof, GPHC has withdrawn from the Partnership as a limited partner, and Limited Partner has become a limited partner of the Partnership.

1.2Certificate of Limited Partnership.  Recycling executed and caused to be filed on November 16, 1993 a Certificate of Limited Partnership of the Partnership (the “Certificate”) in the office of the Secretary of State of the Commonwealth of Pennsylvania, and the General Partner has executed and caused to be filed on February 2, 1998 an Amended and Restated Certificate of Limited Partnership of the Partnership (the “Amended Certificate”) in said office. The General Partner hereafter shall execute such further documents (including any further amendments to the Amended Certificate) and take such further action as shall be appropriate to comply with all requirements of law for the formation, operation and continued existence of a limited partnership in the Commonwealth of Pennsylvania and all other counties and states where the Partnership may elect to do business.

1.3Name.  The name of the Partnership is Graham Recycling Company, L.P. The General Partner may change the name

2

of the Partnership or cause the business of the Partnership to be conducted under any other name.

1.4Character of Business. The business of the Partnership shall be the recycling of plastic containers and other plastic scrap, including the acquisition, sorting, reprocessing, sale and delivery of such materials, and such other activities and business as are incidental to the foregoing. For such purposes, the Partnership shall have and exercise all the powers now or hereafter conferred by the laws of the Commonwealth of Pennsylvania on limited partnerships formed under the laws of that Commonwealth, and to do any and all things as fully as natural persons might or could do as are not prohibited by law, in furtherance of the aforesaid business of the Partnership. The business of the Partnership shall be conducted in accordance with, and any action required or permitted to be taken by the General Partner or any Limited Partner shall be taken in compliance with, all applicable laws, rules and regulations.

1.5Principal Offices.  The location of the principal offices of the Partnership shall be at 1420 Sixth Avenue, York, Pennsylvania, or at such other location as may be selected from time to time by the General Partner. The Partnership may maintain such other offices at such other places as the General Partner deems advisable.

1.6Fiscal Year. The fiscal year of the Partnership shall be the calendar year (the “Partnership Year”).

1.7Accounting Matters.  Unless otherwise specified herein, all accounting determinations hereunder shall be made, all accounting terms used herein shall be interpreted, and all financial statements required to be delivered hereunder shall be prepared, in accordance with Generally Accepted Accounting Principles, except, in the case of such financial statements, for departures from Generally Accepted Accounting Principles that may from time to time be approved in writing by the Partners and the Auditor who is at the time reporting on such financial statements.

ARTICLE II

DEFINITIONS

The following defined terms used in this Agreement shall have the respective meanings specified below.

2.1Act.  “Act” shall mean the Pennsylvania Revised Uniform Limited Partnership Act (15 Pa. Cons. Stat. ch. 85), as amended from time to time and any successor to such Act.

2.2Affiliate.  “Affiliate” shall mean (i) any Person directly or indirectly controlling, controlled by or under common

3

control with another Person, (ii) a Person owning or controlling ten percent (10%) or more of the outstanding voting securities of such other Person, (iii) any officer, director or general partner of such other Person, and (iv) if such other Person is an officer, director or general partner, any other entity for which such Person acts in any capacity.

2.3Agreement. This “Agreement” shall refer to this Agreement of Limited Partnership.

2.4Auditor.  “Auditor” shall mean any firm of independent auditors selected by the General Partner.

2.5Available Cash.  “Available Cash” shall mean at any point in time all cash and cash equivalents on hand of the Partnership from any source (including, without limitation, any proceeds from borrowings) less cash reasonably reserved or reasonably anticipated to be required for debts and expenses, interest and scheduled principal payments on any indebtedness, capital expenditures, taxes or the activities of the Partnership (including payments to Partners under any agreement other than this Agreement).

2.6Bankruptcy.  The“Bankruptcy” of a Partner shall mean (i) the filing by a Partner of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the United States Code or any other federal or state insolvency law, or a Partner’s filing an answer consenting to or acquiescing in any such petition, (ii) the making by a Partner of any assignment for the benefit of its creditors or (iii) the expiration of sixty days after the filing of an involuntary petition under Title 11 of the United States Code, an application for the appointment of a receiver for the assets of a Partner, or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other federal or state insolvency law, provided that the same shall not have been vacated, set aside or stayed within such sixty day period.

2.7Capital Account.  The “Capital Account” of a Partner shall be (a) credited with (i) the amount of cash or, in the case of non-cash asset contributions, the gross fair market value of such capital contributions as agreed upon by the Partners at the time such contribution is made less liabilities assumed by the Partnership in connection with such contributions (or to which any such contributed assets are subject) and (ii) such Partner’s allocable share of Profits of the Partnership and (b) debited with (i) the amount of any cash and the fair market value of any property distributed to it pursuant to Section 5.1, and (ii) such Partner’s allocable share of Losses of the Partnership.

4

2.8Capital Contribution. The “Capital Contribution” of a Partner shall be the amount which such Partner contributes to the capital of the Partnership as provided in Article 3.

2.9Certificate.  “Certificate” shall have the meaning ascribed to such term in Section 1.2.

2.10Code.  “Code” shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time, or the corresponding provisions of any successor statute.

2.11Depreciation.  “Depreciation” shall mean, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis.

2.12Event of Withdrawal.  “Event of Withdrawal” shall have the meaning ascribed to such term in Subsection 10.1(b).

2.13General Partner.  “General Partner” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

2.14Generally Accepted Accounting Principles. “Generally Accepted Accounting Principles” shall refer to generally accepted accounting principles as in effect from time to time in the United States of America.

2.15Gross Asset Value.  “Gross Asset Value” shall mean, with respect to any asset, the asset’s adjusted basis for federal income tax purposes except as follows:

(1)The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset at the time of such contribution, as agreed to by the Partners;

(2)The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross-fair market values, as agreed to by the Partners, as of the following times: (a) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis capital contribution; (b) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property other than money, unless all Partners receive simultaneous distributions of undivided interests in the distributed property in proportion to their respective Percentage

5

Interests; (c) the liquidation of the Partnership within the meaning of Treas. Reg. §1.704-1(b) (2) (ii) (g); and (d) the termination of the Partnership for federal income tax purposes pursuant to Section 708 (b) (1) (B) of the Code; and

(3)The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution. If the Gross Asset Value of an asset has been determined or adjusted pursuant to Subsections 2.15 (1) or (2) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

2.16Limited Partner.  “Limited Partner” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

2.17Partner.  “Partner” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

2.18Partnership.  “Partnership” shall have the meaning ascribed to such term in Subsection 1.1 (a).

2.19Partnership Interest.  “Partnership Interest” shall refer, with respect to a given Partner as of a given date, to such Partner’s general partner interest in the Partnership (if any) and such Partner’s limited partner interest in the Partnership (if any), in each case as of such date.

2.20Partnership Year.  “Partnership Year” shall have the meaning ascribed to such term in Section 1.6.

2.21Percentage Interest. The “Percentage Interest” of the General Partner shall be 1%, and the “Percentage Interest” of the Limited Partner shall be 99%.

2.22Person.  “Person” shall include an individual, a partnership, a corporation, a trust, an unincorporated organization, a government or any department or agency thereof, and any other entity.

2.23Profits and Losses.  “Profits” and “Losses” shall mean, for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Section 703 (a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703 (a) (1) of the Code shall be included in taxable income or loss), with the following adjustments:

(i)Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in

6

computing Profits or Losses pursuant to this Section 2.23 shall be added to such taxable income or loss;

(ii)Any expenditures of the Partnership described in Section 705 (a) (2) (B) of the Code or treated as Code Section 705 (a) (2) (B) expenditures pursuant to Treas. Reg. §1.704-l (b) (2) (iv) (i), and not otherwise taken into account in computing Profits or Losses pursuant to this Section 2.23, shall be subtracted from such taxable income or loss;

(iii)In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Subsection 2.15 (2) or (3) hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(iv)Gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; and

(v)In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period.

2.24Transfer.  “Transfer” shall mean any assignment, mortgage, hypothecation, transfer, pledge, creation of a security interest in or lien upon, encumbrance, gift or other disposition.

2.25General Provisions. As used in this Agreement, except as the context otherwise requires, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and the neuter. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole, including the Schedules hereto, and not to any particular Article, Section, Subsection, Clause or Subdivision contained in this Agreement.

ARTICLE III

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

3.1Initial Capital Contributions.

(a)The General Partner’s initial Capital Contribution to the capital of the Partnership, as successor general partner to Recycling, is the assets, subject to the liabilities, described in the second WHEREAS clause of this Agreement.

7

(b)The Limited Partner’s initial Capital Contribution to the capital of the Partnership, as successor limited partner to GPHC, is the assets, subject to the liabilities, described in the third WHEREAS clause of this Agreement.

3.2Capital Accounts. A Capital Account shall be established and maintained for each Partner on the books of the Partnership. Each Partner’s interest in the capital of the Partnership shall be represented by its Capital Account. The initial Capital Account of each Partner shall reflect such Partner’s Capital Contribution pursuant to Section 3.1.

3.3Negative Capital Accounts. At no time during the term of the Partnership or upon dissolution and liquidation thereof shall a Limited Partner with a negative balance in itsCapital Account have any obligation to the Partnership or the other Partners to restore such negative balance.

3.4Compliance with Treasury Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of capital accounts are intended to comply with Section 704 (b) of the Code and Treas. Reg. §§1.704-l (b) and 1.704-2 (or any corresponding provision of succeeding law) and shall be interpreted and applied in a manner consistent with such Regulation.  In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such Regulation, the Partnership may make such modifications. The Partnership also shall make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Section 704 (b) of the Code and Treas. Reg. §§1.704-l (b) and 1.704-2 (or any corresponding provision of succeeding law).

3.5Succession to Capital Accounts. In the event any interest in the Partnership is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.  For purposes of the preceding sentence, the portion of the Capital Account to which the transferee succeeds shall be that percentage of the transferor’s total Capital Account as the Percentage Interest being transferred bears to the total Percentage Interest of the transferor.

3.6Certain Adjustments.  In the event the Gross Asset Values of the assets of the Partnership are adjusted pursuant to the provisions of this Agreement, the Capital Accounts of all Partners shall be adjusted simultaneously to reflect the aggregate net adjustment as if the Partnership recognized gain or loss equal to the amount of such, aggregate net adjustment.

3.7No Withdrawal of Capital Contributions. No Partner shall withdraw any Capital Contributions without the

8

unanimous written approval of the other Partners.  No Partner shall receive any interest with respect to its Capital Contributions.

ARTICLE IV

COSTS AND EXPENSES

4.1Organizational and Other Costs. The Partnership shall pay or cause to be paid all costs and expenses incurred in connection with the formation and organization of the Partnership. Such costs and expenses to be borne by the Partnership shall include, without limitation, all related accounting, consulting, filing and registration costs.

4.2Operating Costs. The Partnership shall (i) pay or cause to be paid all costs and expenses of the Partnership incurred in pursuing and conducting, or otherwise related to, the business of the Partnership, (ii) pay or cause to be paid all employment-related costs and expenses incurred by the General Partner in pursuing and conducting the business of the Partnership, and (iii) reimburse the General Partner for any out-of-pocket costs and expenses incurred by it in connection therewith (including, without limitation, in the performance of its duties as tax matters partner) to the extent permitted by Section 6.5.

ARTICLE V

DISTRIBUTIONS; PARTNERSHIP ALLOCATIONS;

TAX MATTERS

5.1Distributions Prior to Dissolution.

(a)Except as provided in Section 10.3, all distributions on and after the date of this Agreement shall be made to the Partners in proportion to their respective Percentage Interests.

(b)Available Cash shall be distributed to the Partners at the following times and in the following amounts:

(i)On or before ninety days after the end of each Partnership Year, Available Cash shall be distributed to the Partners in proportion to their respective Percentage Interests in an aggregate cumulative amount at least equal to the sum of (1) the income tax liability for the Limited Partner with the largest percentage income tax liability (of itself or its shareholders) from cumulative Partnership taxable income allocated to such Partner under Subsection 5.2(b) hereof, and (2) for the other Partners, a proportional cash amount adjusted only for respective

9

Percentage Interests; provided, however, that additional Available Cash, if necessary, shall be distributed to the General Partner until an amount equal to the income tax liability from cumulative Partnership taxable income allocated to the General Partner under Subsection. 5.2 (b) hereof has been distributed to the General Partner; and

(ii)Any remaining Available Cash shall be distributed to the Partners in proportion to their respective Percentage Interests at such times and in such amounts as the General Partner shall determine.

5.2Partnership Allocations.

(a)Except as otherwise provided in Section 5.2 or elsewhere in this Agreement, for purposes of this Agreement, and for federal, state and local income tax purposes, all items of Profits, Losses, income, gain, loss, deduction or credit shall be determined with respect to each taxable year of the Partnership as of the end thereof, and allocated to the Partners in accordance with their then Percentage Interests.  Each Partner’s Percentage Interest shall constitute its interest in partnership profits for purposes of determining such Partner’s share of nonrecourse liabilities of the Partnership under Treas. Reg. §1.752-3 (a) (3).

(b)Notwithstanding Subsection 5.2 (a):

(i)Minimum Gain and Hypothetical Capital Accounts. For purposes of complying with Treasury Regulations relating to tax allocation, the Partnership’s “minimum gain,” “minimum gain attributable to partner nonrecourse debt” and the Partners’ hypothetically adjusted Capital Accounts (“Hypothetical Capital Accounts”) must be determined from time to time.  The amount of minimum gain or minimum gain attributable to partner nonrecourse debt is determined in accordance with Treas. Reg. §1.704-2 (d) or 1.704-2 (i), as the case may be, by computing, with respect to each nonrecourse liability of the Partnership, the amount of gain (of whatever character), if any, that would be realized by the Partnership if it disposed of (in a taxable transaction) the Partnership property subject to such liability in full satisfaction thereof, and by then aggregating the amounts so computed.  A Partners’ Hypothetical Capital Account shall equal its true Capital Account, increased by any amount that such Partner is treated as being obligated to restore under Treas. Reg. §1.704-l (b) (2) (ii) (c) (including the Partner’s share of minimum gain, computed as provided in Treas. Reg. §1.704-2 (g), and of minimum gain attributable to partner nonrecourse debt, computed as provided in Treas. Reg. §1.704-2 (i) (5)), and decreased by the items described in Treas. Reg. §1.704-l (b) (2) (ii) (d), clauses (4), (5) and (6). For purposes of determining each Partner’s share of minimum gain or minimum gain attributable to partner nonrecourse debt, any distributions funded with the proceeds of nonrecourse liabilities shall be

10

treated as allocable to the nonrecourse liabilities, if any, that were incurred by the Partnership in connection with such distributions.

(ii)Qualified Income Offset. A Partner who unexpectedly receives an adjustment, allocation, or distribution described in Treas. Reg. §1.704-1(b) (2) (ii) (d), clauses (4), (5) and (6), that creates a deficit in his Hypothetical Capital Account shall be allocated items of income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income, and gain for such year) in an amount and manner sufficient to eliminate such deficit as quickly as possible.

(iii)Minimum Gain Chargeback. If there is a net decrease in the Partnership’s minimum gain or minimum gain attributable to partner nonrecourse debt during a Partnership taxable year, any Partner with a share of such minimum gain at the beginning of such year shall be allocated, before any other allocation is made of Partnership items for such taxable year, items of income and gain for such year (and, if necessary, subsequent years) in proportion to, and to the extent of, such Partner’s share of such decrease in minimum gain in accordance with Treas. Reg. §§1.704-2(f) and 1.704-2(i) (the “Minimum Gain Chargeback”). The Minimum Gain Chargeback allocated in any taxable year shall consist first of gains recognized from the disposition of items of Partnership property subject to one or more nonrecourse liabilities of the Partnership to the extent of the decrease in Minimum Gain attributable to the disposition of such items of property, with the remainder of the Minimum Gain Chargeback, if any, made up of a pro rata portion of the Partnership’s other items of income and gain for that year. For any taxable year, any Minimum Gain Chargeback relating to a decrease in minimum gain shall be made before any Minimum Gain Chargeback relating to a decrease in minimum gain attributable to partner nonrecourse debt.

(iv)Special Limitation on Losses Allocated to a Partner. No loss or deduction shall be allocated to a Limited Partner to the extent that such allocation would reduce such Partner’s Hypothetical Capital Account below zero, and such loss or deduction shall instead be allocated to the other Partner.

(v)Restoration.  If any items of income, gain, loss or deduction shall be specially allocated pursuant to Paragraph (ii), (iii), or (iv) of this Subsection 5.2(b), then as quickly as possible thereafter (but not in such a manner as to create or increase a deficit in any Partner’s Hypothetical Capital Account) items of income, gain, loss or deduction shall be specially allocated to the Partners so as to return all Capital Accounts to such balances as they would have had if no such special allocations had been made pursuant to Paragraph (ii), (iii) or (iv) of this Subsection 5.2(b).

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(vi)Rule of Construction.  This Section 5.2 is intended to satisfy the alternate test for economic effect set forth in Treas. Reg. §1.704-1(b) (2) (ii) (d) and the rules for allocations attributable to nonrecourse liabilities set forth in Treas. Reg. §1.704-2 and should be so construed.

5.3Tax Allocations; Code Section 704(c).

(a)In accordance with Section 704 (c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value.

(b)In the event the Gross Asset Value of any asset of the Partnership shall be adjusted pursuant to the provisions of this Agreement, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Section 704 (c) of the Code and the Treasury Regulations thereunder.

(c)           Any elections or other decisions relating to such Section 704(c) allocations shall be made by the Partners in any manner that reasonably reflects the purpose and intention of this Agreement.  Section 704(c) allocations pursuant to this Section 5.3 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

5.4Accounting Method. The books of the Partnership (for both tax and financial reporting purposes) shall be kept on an accrual basis.

ARTICLE VI

MANAGEMENT

6.1Rights and Duties of the Partners.

(a)The Limited Partner as limited partner in the Partnership shall not participate in the control of the business of the Partnership and shall have no power to act for or bind the Partnership.

(b)Pursuant to Pennsylvania law, the Limited Partner shall not be liable for losses or debts of the Partnership beyond the aggregate amount such Partner is required to contribute to

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the Partnership pursuant to this Agreement plus its share of the undistributed net profits of the Partnership, except that a Partner may be liable under Pennsylvania law to repay certain distributions received by it.

6.2Fiduciary Duty of General Partner.  The General Partner shall have fiduciary responsibility for the safekeeping and use of all funds and assets (including records) of the Partnership, whether or not in his immediate possession or control, and the General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership.

6.3Powers of General Partner.

(a)Subject to the terms and conditions of this Agreement, the General Partner shall have full and complete charge of all affairs of the Partnership, and the management and control of the Partnership’s business shall rest exclusively with the General Partner.  Except as otherwise provided in the Act or by this Agreement, the General Partner shall possess all of the rights and powers of a partner in a partnership without limited partners under Pennsylvania law. The General Partner shall be required to devote to the conduct of the business of the Partnership such time and attention as is necessary to accomplish the purposes, and to conduct properly the business, of the Partnership.

(b)Subject to the limitations set forth in this Agreement, the General Partner shall perform or cause to be performed all management and operational functions relating to the business of the Partnership. Without limiting the generality of the foregoing, the General Partner is authorized on behalf of the Partnership, in its sole discretion and without the approval of the Limited Partner, to:

(i)expend the capital and revenues of the Partnership in furtherance of the Partnership’s business as described in Section 1.4 and pay, in accordance with the provisions of this Agreement, all expenses, debts and obligations of the Partnership to the extent that funds of the Partnership are available therefor;

(ii)make investments in United States government securities, securities of governmental agencies, commercial paper, money market funds, bankers’ acceptances, certificates of deposit, and any other debt instruments or other securities, pending disbursement of the Partnership funds in furtherance of the Partnership’s business as described in Section 1.4 or to provide a source from which to meet contingencies;

(iii)enter into and terminate agreements and contracts with third parties in furtherance of the

13

Partnership’s business as described in Section 1.4, institute, defend and settle litigation arising therefrom, and give receipts, releases and discharges with respect to all of the foregoing;

(iv)maintain, at the expense of the Partnership, adequate records and accounts of all operations and expenditures and furnish any Partner with the reports referred to in Section 8.2;

(v)purchase, at the expense of the Partnership, liability, casualty, fire and other insurance and bonds to protect the Partnership’s properties, business, partners and employees and to protect the General Partner and its employees;

(vi)employ, at the expense of the Partnership, consultants, accountants, attorneys and others and terminate such employment; provided, however, that if any Affiliate of any Partner is so employed, such employment shall be in accordance with Section 6.5;

(vii)execute and deliver any and all agreements, documents and other instruments necessary or incidental to the conduct of the business of the Partnership;

(viii)incur indebtedness, borrow funds and/or issue guarantees, in each case for the conduct of the Partnership’s business as described in Section 1.4 including, without limitation, to guarantee the indebtedness of any Affiliates of the Partnership, and to grant liens on property of the Partnership to secure such indebtedness and guarantees;

(ix)confess judgment on behalf of the Partnership; and

(x)submit a Partnership claim to arbitration or reference.

By executing this Agreement, the Limited Partner shall be deemed to have consented to any exercise by the General Partner of any of the foregoing powers.

6.4Other Activities. Either Partner (other than the General Partner in such capacity) (the “Interested Party”) may engage in or possess an interest in other business ventures of any nature or description, independently or with others, whether presently existing or hereafter created, and neither the Partnership nor either Partner other than the Interested Party shall have any rights in or to such independent ventures or the income or profits derived therefrom.

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6.5Transactions with Affiliates.

(a)Nothing in this Agreement shall preclude transactions between the Partnership and either Partner or an Affiliate or Affiliates of any Partner acting in and for its own account, provided that any services performed or products provided by the Partner or any such Affiliates are services and/or products that the General Partner reasonably believes, at the time of requesting such services and/or products, to be in the best interests of the Partnership, and further provided that the rate of compensation to be paid for any such services and/or products shall be comparable to the amount paid for similar services and/or products under similar circumstances to or by independent third parties in arm’s length transactions.

(b)All bills with respect to services provided to the Partnership by a Partner or any Affiliate of a Partner shall be separately submitted and shall be supported by logs or other written data.

6.6Exculpation. 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 this Agreement.  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 this Agreement.

ARTICLE VII

COMPENSATION

The General Partner shall be entitled to reimbursement of all of its expenses attributable to the performance of its obligations hereunder, as provided in Article 4 hereof, to the extent permitted by Section 6.5.  Subject to the Act, no amount so paid to the General Partner shall be deemed to be a distribution of Partnership assets for purposes of this Agreement.  Except for reimbursement of its expenses and its right to distributions as provided in this Agreement, the General Partner shall not receive any compensation for its services as such.

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ARTICLE VIII

ACCOUNTS

8.1Books and Records. The General Partner shall maintain complete and accurate books of account of the Partnership’s affairs at the Partnership’s principal office, including a list of the names and addresses of all Partners. Each Partner shall have the right to inspect the Partnership’s books and records (including the list of the names and addresses of Partners).  Each of the Partners shall have the right to audit independently the books and records of the Partnership, any such audit being at the sole cost and expense of the Partner conducting such audit.

8.2Reports, Returns and Audits.

(a)The books of account shall be closed promptly after the end of each Partnership Year. The books and records of the Partnership shall be audited as of the end of each Partnership Year by the Auditor. Within ninety days after the end of each Partnership Year, the General Partner shall make a written report to each person who was a Partner at any time during such Partnership Year which shall include financial statements comprised of at least the following: a balance sheet as of the close of the preceding Partnership Year and a statement of earnings or losses, changes in financial position and changes in Partners’ Capital Accounts for the Partnership Year then ended, which financial statements shall be certified by the Auditor as in accordance with Generally Accepted Accounting Principles.

(b)Prior to July 15 of each year, each person who was a Partner at any time during the previous Partnership Year shall be provided with an information letter (containing such Partner’s Form R-1 or comparable information) with respect to its distributive share of income, gains, deductions, losses and credits for income tax reporting purposes for such Partnership Year, together with any other information concerning the Partnership necessary for the preparation of a Partner’s income tax return(s), and the partnership shall provide each Partner with an estimate of the information to be set forth in such information letter by no later than March 15 of each year. With the sole exception of mathematical errors in computation, the financial statements and the information contained in such information letter shall be deemed conclusive and binding upon such Partner unless written objection shall be lodged with the General Partner within ninety days after the giving of such information letter to such Partner.

(c)The General Partner shall also furnish the Partners with quarterly financial statements of the Partnership and such other periodic reports concerning the Partnership’s

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business and activities as the General Partner considers necessary to advise all Partners properly about their investment in the Partnership.

(d)The General Partner shall prepare or cause to be prepared all federal, state and local tax returns of the Partnership (the “Returns”) for each year or other period for which such Returns are required to be filed. To the extent permitted by law, for purposes of preparing the Returns, the Partnership shall use the Partnership Year. The General Partner may make any elections under the Code and/or applicable state or local tax laws, and the General Partner shall be absolved from all liability for any and all consequences to any previously admitted or subsequently admitted Partners resulting from its making or failing to make any such election. Notwithstanding the foregoing, the General Partner shall make the election provided for in Section 754 of the Code, if requested to do so by any Partner.

(e)The General Partner shall be the “tax matters partner,” as such term is defined in Section 6231 (a) (7) of the Code.

ARTICLE IX

PROHIBITION ON TRANSFERS

9.1Transfer of a Partner’s Interest. Without the General Partner’s consent, the Limited Partner may not Transfer its Partnership Interest or any portion thereof, except that such Partnership Interest may be pledged as collateral and such pledge may be foreclosed upon in the event of a default.

9.2Allocation of Distributions Subsequent to Assignment. All Profits and Losses of the Partnership attributable to any Partnership Interest acquired by reason of any Transfer of such Partnership Interest and any distributions made with respect thereto shall be allocated (i) in respect of the portion of the Partnership Year ending on the effective date of the Transfer, to the transferor and (ii) in respect of subsequent periods, to the transferee. The effective date of any Transfer permitted under this Agreement, subject to the provisions of Section 9.4 below, shall be the close of business on the day the Partnership is notified of the Transfer.

9.3Transferee’s Rights. Any purported Transfer of a Partnership Interest which is not in compliance with this Agreement is hereby declared to be null and void and of no force and effect whatsoever. A permitted transferee of any Partnership Interest pursuant to Section 9.1 hereof shall be entitled to receive distributions of cash or other property from the Partnership and to receive allocations of the income, gains, credits, deductions, profits and losses of the Partnership

17

attributable to such Partnership Interest after the effective date of the Transfer but shall not become a Partner.

ARTICLE X

DISSOLUTION

10.1Events of Dissolution.  The Partnership shall continue until December 31, 2019, or such later date as the Partners may unanimously agree, unless sooner dissolved upon the earliest to occur of the following events, which shall cause an immediate dissolution of the Partnership:

(a)the sale, exchange or other disposition of all or substantially all of the Partnership’s assets;

(b)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 the General Partner to cease to be a general partner of the Partnership under the Act (each an “Event of Withdrawal”) unless, at the time of such Event of Withdrawal, there shall be one or more other General Partners who are members of or simultaneously admitted to the Partnership; or

(c)such earlier date as the Partners shall unanimously elect.

10.2Final Accounting. Upon the dissolution of the Partnership as provided in Section 10.1 hereof, a proper accounting shall be made by the Partnership’s Auditor from the date of the last previous accounting to the date of dissolution.

10.3Liquidation.  Upon the dissolution of the Partnership as provided in Section 10.1 hereof, the General Partner or, if there is no General Partner, a person approved by a majority in interest of the remaining Partners, shall cause the cancellation of the Certificate (as amended) and shall act as liquidator to wind up the Partnership. The liquidator shall have full power and authority to sell, assign and encumber any or all of the Partnership’s assets and to wind up and liquidate the affairs of the Partnership in an orderly and business-like manner. All proceeds from liquidation shall be distributed in the following orders of priority: (a) to the payment and discharge of the debts and liabilities of the Partnership (other than liabilities for distributions to Partners) and expenses of liquidation, (b) to the setting up of such reserves as the liquidator may reasonably deem necessary for any contingent liability of the Partnership (other than liabilities for distributions to Partners), and (c) the balance to the Partners in accordance with their positive Capital Accounts after adjustment to reflect all Profit and Loss for the Partnership Year in which such liquidation occurs.

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10.4Cancellation of Certificate. Upon the completion of the distribution of Partnership assets as provided in Section 10.3 hereof, the Partnership shall be terminated and the person acting as liquidator shall take such other actions as may be necessary or appropriate to terminate the Partnership.

ARTICLE XI

AMENDMENTS TO AGREEMENT

Without the written approval of each of the Partners, no amendment shall be made to this Agreement. The General Partner shall give written notice to all Partners promptly after any amendment has become effective.

ARTICLE XII

NOTICES

12.1Method of Notice. Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or transmitted by telex or telecopier, receipt acknowledged, or in the case of documented overnight delivery service or registered or certified mail, return receipt requested, postage prepaid, on the date shown on the receipt therefor, addressed to the Partners at their respective addresses as set forth in the preamble hereto (except that any Partner may from time to time give notice changing its address for that purpose).

12.2Computation of Time.  In computing any period of time under this Agreement, the day of the act, event or default from which the designated period of time begins to run shall not be included.  The last day of the period so computed shall be included, unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is not a Saturday, Sunday or legal holiday.

ARTICLE XIII

INVESTMENT REPRESENTATIONS

13.1         Investment Purpose.  Each Limited Partner represents and warrants to the Partnership and to each other Partner that it has acquired its limited partner interest in the Partnership for its own account, for investment only and not with a view to the distribution thereof, except to the extent provided in or contemplated by this Agreement.

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13.2Investment Restriction. Each Partner recognizes that (a) the limited partner interests in the Partnership have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from such registration, and agrees that it will not sell, offer for sale, transfer, pledge or hypothecate its limited partner interest in the Partnership (i) in the absence of an effective registration statement covering such limited partner interest under the Securities Act, unless such sale, offer of sale, transfer, pledge or hypothecation is exempt from registration for any proposed sale, and (ii) except in compliance with all applicable provisions of this Agreement, and (b) the restrictions on transfer imposed by this Agreement may severely affect the liquidity of an investment in limited partner interests in the Partnership.

ARTICLE XIV

GENERAL PROVISIONS

14.1Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes any prior agreement or understanding among the parties hereto with respect to the subject matter hereof.

14.2Amendment: Waiver. Except as provided otherwise herein, this Agreement may not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver.

14.3Governing Law. This Agreement shall be construed in accordance with and governed by the Act and the other laws of the Commonwealth of Pennsylvania, without giving effect to the provisions, policies or principles thereof relating to choice or conflict of laws.

14.4Binding Effect.  Except as provided otherwise herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, heirs, successors and assigns.

14.5Separability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

14.6Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

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14.7No Third-Party Rights. Nothing in this Agreement shall be deemed to create any right in any person not a party hereto (other than the permitted successors and assigns of a party hereto) and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party (except as aforesaid).

14.8Waiver of Partition. Each Partner, by requesting and being granted admission to the Partnership, is deemed to waive until termination of the Partnership any and all rights that it may have to maintain an action for partition of the Partnership’s assets.

14.9Nature of Interests. All Partnership property, whether real or personal, tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and none of the Partners shall have any direct ownership of such property.

14.10Power of Attorney.  Each of the Partners does hereby constitute and appoint the General Partner as its true and lawful representative and attorney-in-fact, in its name, place and stead to make, execute, sign and file any amendment to the Certificate which may be required because of this Agreement or the making of any amendments or supplements thereto as provided in Article 11, and to make, execute, sign and file all such other instruments, documents and certificates which, in the opinion of the General Partner, may from time to time be required by the laws of the United states of America, the Commonwealth of Pennsylvania or any other jurisdiction in which the Partnership shall determine to do business, or any political subdivision or agency thereof or which the General Partner may deem necessary or appropriate to effectuate, implement and continue the valid and subsisting existence and business of the Partnership.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

GENERAL PARTNER:			WITHDRAWING GENERAL PARTNER
GPC SUB GP LLC			GRAHAM RECYCLING CORPORATION
By:	Graham Packaging Company, member		By:	/s/ [ILLEGIBLE]
				Title:
By:	GPC Opco GP LLC, general partner
By:	Graham Packaging Holdings Company, member
	By:	Graham Packaging Corporation, general partner
	By:	/s/ [ILLEGIBLE]
		Title:
LIMITED PARTNER:			WITHDRAWING LIMITED PARTNER
GRAHAM PACKAGING COMPANY			GRAHAM PACKAGING HOLDINGS COMPANY
By:	GPC Opco GP LLC, general partner		By:	Graham Packaging Corporation
By:	Graham Packaging Holdings Company, member.		By:	/s/ [ILLEGIBLE]
				Title:
	By:	Graham Packaging Corporation, general partner
	By:	/s/ [ILLEGIBLE]
		Title:

22

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

GENERAL PARTNER:
GPC SUB GP LLC
By:	Graham Packaging Company, member
By:	GPC Opco GP LLC, general partner
By:	Graham Packaging Holdings Company, member
	By:	Graham Packaging Corporation, general partner
	By:	/s/ [ILLEGIBLE]
		Title:
LIMITED PARTNER:
GRAHAM PACKAGING COMPANY
By:	GPC Opco GP LLC, general partner
By:	Graham Packaging Holdings Company, member
	By:	Graham Packaging Corporation, general partner
	By:	/s/ [ILLEGIBLE]
		Title:

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EX-3.19

Exhibit 3.19

APPLICATION FOR REGISTRATION OF FICTITIOUS NAME

DSCB:54-311 (Rev 91)

In compliance with the requirements of 54 Pa.C.S. § 311 (relating to registration), the undersigned entity(ies) desiring to register a fictitious name under 54 Pa.C.S. Ch. 3 (relating to fictitious names), hereby state(s) that:

1.	The fictitious name is:		Graham Packaging France Partners
2.	A brief statement of the character or nature of the business or other activity to be carried on under or through the fictitious
	name is:	holding company for investments
3.	The address, including number and street, if any, of the principal place of business of the business or other activity to be carried on under or through the fictitious name is (P.O. Box alone is not acceptable):

1426 Sixth Avenue	York	PA.	17405	York
Number and Street	City	State	Zip	County

4. The name and address, including number and street, if any, of each individual interested in the business is:

Name Number and Street City State Zip

5. Each entity, other than an individual, interested in such business is (are):

Name	Form of Organization	Organizing Jurisdiction	Principal Office Address	Pa. Registered Office, if any
Graham Packaging Company	Limited Partnership	Pennsylvania	1426 Sixth Ave York, PA 17405	1426 Sixth Ave York, PA 17405
Graham Family Growth Partnership	Limited Partnership	Pennsylvania	1426 Sixth Ave York, PA 17405	1426 Sixth Ave York, PA 17405

6.	The applicant is familiar with the provisions of 54 Pa.C.S § 332 (relating to effect of registration) and understands that filing under the Fictitious Names Act does not create any exclusive or other right in the fictitious name.
7.	(Optional): The name(s) of the agent(s), if any, any one of whom is authorized to execute amendments to, withdrawals from or cancellation of this registration in behalf of all then existing parties to the registration, is (are):

IN TESTIMONY WHEREOF, the undersigned have caused this Application for Registration of Fictitious Name to be executed this 5th day of December, 1995

(Individual Signature)			(Individual Signature)
(Individual Signature)			(Individual Signature)
GRAHAM PACKAGING COMPANY			GRAHAM FAMILY GROWTH PARTNERSHIP
By:  Graham Packaging Corporation,			By:  Graham Packaging Corporation,
General Partner			General Partner
(Name of Entity)			(Name of Entity)
BY:	/s/ [ILLEGIBLE]		BY:	/s/ [ILLEGIBLE]
TITLE:		/s/ Vice President CFO	TITLE:		Vice Chairman

APPLICATION FOR AMENDMENT, CANCELLATION OR WITHDRAWAL
FICTITIOUS NAME

DSCB.54-312/3:3 (Rev 90)

Indicate type of transaction (check one):

ý  Application for Amendment of Fictitious Registration (54 Pa.C.S. § 312)

o  Application for Cancellation of Fictitious Name Registration (54 Pa.C.S. § 313)

o  Application for Withdrawal from Fictitious Name Registration (54 Pa.C.S. § 313)

In compliance with the requirements of 54 Pa.C.S. Ch.3 (relating to fictitious names), the undersigned entity or entities, desiring to amend, cancel or to withdraw from a fictitious name registration, hereby state(s) that:

1.	The fictitious name as heretofore registered is:	Graham Packaging France Partners
2.	The address of the principal place of business of the business or other activity named on under or through the fictitious name, including number and street, if any, is (the Department is authorized to conform to the records of the Department):

1426 Sixth Avenue	York	PA	17405	York
Number and Street	City	State	Zip	County

3.

The last preceding filing with respect to this fictitious name was made in the Department of State on:

12-15-1995

(Date)

at

(Roll and Film)

4.

(Check one or more of the following, as appropriate):

A.  The fictitious name has been changed to

B.

ý

The principal place of business set forth in paragraph 2 has been changed to (P.O. Box alone is not acceptable):

2401 Pleasant Valley Road,

York,

PA

17402

York

Number and Street

City

State

Zip

County

C.

ý

The following party(ies) has (have) been added to the registration and their signature(s) appear(s) at the end of this application:

Name

Number and Street

City

State

Zip

Graham Packaging Company, L.P.

2401 Pleasant Valley Road,

York

PA

17402

GPC Sub GP LLC

2401 Pleasant Valley Road,

York,

PA

17402

-

D.	ý	The following party(ies) has (have) withdrawn from the business or other activity carried on under or through the fictitious name and their signature(s) appear(s) at the end of this application:
		Name	Number and Street	City	State	Zip
		Graham Packaging Company	1426 Sixth Avenue,	York,	PA	17405
		Graham Family Growth Partnership	1426 Sixth Avenue,	York,	PA	17405
E.	o	The fictitious name registration is cancelled.

5.	A brief statement of the character or nature of the business or other activity to be carried on under or through the
	fictitious name is:
6.	(Strike out if a withdrawal or cancellation):  This amendment, without reference to any other filing sets forth all information with respect to the fictitious name which would be required in an original filing under the Fictitious Names Act.
7.	(Strike out if a withdrawal or cancellation):  The applicant is familiar with the provisions of 54 Pa.C.S. § 332 (relating to effect of registration) and understands that filing under the Fictitious Names Act does not create any exclusive or other right in the fictitious name.
8.	(Optional See Instruction F): This application has been executed by an agent heretofore designated for that purpose in a prior filing in this registration.
IN TESTIMONY WHEREOF, the undersigned has (have) caused this Application for Amendment Cancellation or withdrawal Fictitious Name to be executed this 29th day of August 2001.

Withdrawing parties signature(s)				Adding parties signature(s)
/s/ [ILLEGIBLE]				/s/ Jay W. Hereford
Graham Packaging Holdings Company, L.P.				Graham Packaging Company, L.P.
By: Graham Packaging Corporation				By:  GPC Opco GP LLC its general ptnr.
its General partner
				/s/ Jay W. Hereford
/s/ [ILLEGIBLE]				GPC Sub GP LLC its general partner
Graham Packaging Corporation, gen. ptnr.
All current parties signature(s)		Graham Packaging Company, L.P.
		By:  GPC Opco GP LLC its general partner
/s/ Jay W. Hereford
/s/ Jay W. Hereford		GPC Sub GP LLC its general partner
	GPC Sub GP LLC				Graham Packaging Company, L.P.
	General Partner				By:  GPC Opco GP LLC its gen. ptnr.
	(Name of Entity)				(Name of Entity)
By:	/s/ Jay W. Hereford		By:		/s/ Jay W. Hereford
	(Signature)				(Signature)
	Jay W. Hereford				Jay W. Hereford
Title:	Asst. Treasurer & Asst. Secretary		Title:		Vice President

* - Formerly Known As Graham Packaging Company

EX-3.20

Exhibit 3.20

AGREEMENT OF PARTNERSHIP

OF

GRAHAM PACKAGING FRANCE PARTNERS

THE PARTNERSHIP INTERESTS IN GRAHAM PACKAGING FRANCE PARTNERS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS. THE PARTNERSHIP INTERESTS ARE ALSO SUBJECT TO SUBSTANTIAL RESTRICTIONS ON THEIR TRANSFER UNDER THIS AGREEMENT OF PARTNERSHIP.

TABLE OF CONTENTS

ii

iii

AGREEMENT OF PARTNERSHIP

OF

GRAHAM PACKAGING FRANCE PARTNERS

THIS AGREEMENT OF PARTNERSHIP (the “Agreement”) of GRAHAM PACKAGING FRANCE PARTNERS (the “Partnership”) is made and entered into as of December 5, 1995 by and between GRAHAM PACKAGING COMPANY, a Pennsylvania limited partnership (“Packaging”), and GRAHAM FAMILY GROWTH PARTNERSHIP a Pennsylvania limited partnership (“Growth”), together with any other Persons admitted to the Partnership as partners shall be collectively referred to herein as “Partners.”

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual agreements set forth in this Agreement, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

THE PARTNERSHIP

Section 1.1Glossary.  Certain terms used herein are defined in the Glossary attached hereto as Exhibit A, which is incorporated herein and made a part hereof.

Section 1.2Organization.  The parties hereby form the Partnership as a general partnership pursuant to the Pennsylvania Uniform Partnership Act, 15 Pa. C.S.A. §8301 et seq. (as amended, the “Act”) for the purposes and upon the terms and conditions set forth herein. Except as otherwise provided herein, the relative rights and obligations of the Partners shall be as provided in the Act.

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Section 1.3Name.  The name of the Partnership shall be Graham Packaging France Partners. All business of the Partnership shall be conducted in such name and/or such other assumed, trade, or fictitious names as Packaging shall from time to time determine.

Section 1.4Place of Business.  The principal office of the Partnership shall be located at 1420 Sixth Avenue, York, Pennsylvania 17405, which shall be its registered office in the Commonwealth of Pennsylvania. The Partnership may also maintain such additional offices as Packaging may from time to time determine.

Section 1.5Purpose.  The purpose of Partnership is to make investments in privately-held business enterprises engaged in the business of manufacturing packaging, packaging equipment and/or recycling of packaging and such activities as may be incidental or related thereto, particularly in (but not limited to) Graham Packaging France Holding S.A., a company with limited liability (société anonyme), organized and existing under the laws of France (“Graham France”), and to engage in all activities as may be reasonably incidental to such investments and to do all such other acts and execute all such agreements and instruments as are incidental or useful to such investments.

Section 1.6Term.  The Partnership shall commence existence as of this date and shall dissolve at 11:59 p.m. on December 31, 2010, unless sooner dissolved pursuant to law or this Agreement.

Section 1.7Powers of the Partnership.  The Partnership shall have and exercise all powers now or hereafter permitted by the Commonwealth of Pennsylvania to be exercised by a partnership formed under the laws of that state, and to do any and all things not prohibited by law in furtherance of the business of the Partnership as fully as natural persons might or could do.

Section 1.8Fiscal Year.  The fiscal year of the Partnership shall be the calendar year.

Section 1.9Partnership Assets.

(a)The Partners shall use the Partnership’s credit and assets solely for the benefit of the Partnership. All real and personal property owned by the Partnership shall be owned by the Partnership as an Entity. Each Partner’s interest in the Partnership shall be personal property for all purposes.

(b)No Partner shall, either directly or indirectly, take any action to require partition or appraisement of the Partnership or of any of its assets or cause the sale of any Partnership asset for other than a Partnership purpose, and notwithstanding any provision of applicable law to the contrary, each Partner (and its legal representatives, successors and assigns) hereby irrevocably waives any and all right to maintain any action for partition or to

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compel any sale with respect to its Partnership Interest or with respect to any assets of the Partnership, except as expressly provided in this Agreement.

Section 1.10Limitation on Liability of Partners.  Except as otherwise required by the Act or applicable law or as expressly agreed in writing, no director, officer, shareholder, partner, employee or agent of any Partner shall be personally liable for the payment of any sums owing by such Partner to the Partnership or any other Partner under the terms of this Agreement or for the performance of any other covenant or agreement of such Partner contained herein.

Section 1.11Conflicts of Interest and Transactions with Affiliates.

(a)Any Partner and any Affiliate of any Partner may engage in or possess an interest in any business or activity whatsoever, whether presently existing or hereafter created, without any accountability to the Partnership or any Partner.   No Partner shall be obligated to offer any business opportunity to the Partnership or any other Partner.

(b)The Partnership may enter into any arrangement, contract, agreement or business venture that is not prohibited under the Act with any Partner or any Partner’s Affiliates. Each Partner understands and acknowledges that the conduct of the business of the Partnership may involve business dealings with such other business ventures or undertakings of the Partners and their Affiliates.

Section 1.12Statutory Compliance.  Packaging shall execute such documents and take such action as shall be appropriate to comply with the Act and all other all requirements of law for the formation and operation of a partnership in the Commonwealth of Pennsylvania and all other jurisdictions in which the Partnership may elect to do business.

ARTICLE 2

CAPITAL AND INITIAL PARTNERSHIP INTERESTS

Section 2.1Capitalization.

(a)As their initial Capital Contributions, Packaging shall transfer to the Partnership 60% of the outstanding shares of stock of Graham France, and Growth shall transfer to the Partnership the remaining 40% of such shares.

(b)As additional Capital Contributions, Packaging shall contribute cash to the Partnership in such amounts as shall be agreed upon.

Section 2.2Capital Contributions Generally.  Except as otherwise expressly provided herein or to the extent that a Partner agrees to make a Capital Contribution to, or to

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purchase interests from, the Partnership: (a) no Partner shall be required to contribute any capital to the Partnership; (b) no Partner shall be required to make any loan to the Partnership; (c) loans by a Partner to the Partnership shall not be considered a contribution of capital, shall not increase the Capital Account of the lending Partner or its ownership interest of the Partnership and the repayment of such loans by the Partnership shall not decrease, or result in any adjustment to, the Capital Account of the Partner making the loans; (d) no interest shall be paid on any capital contributed to the Partnership by any Partner; (e) under any circumstances requiring a return of all or any portion of a Capital Contribution, no Partner shall have the right to receive property other than cash except in the sole discretion of the Packaging; and (f) no Partner shall be required at any time to restore any deficit in its Capital Account.

ARTICLE 3

CAPITAL ACCOUNTS

Section 3.1Establishment and Maintenance of Capital Accounts.

(a)A capital account (“Capital Account”) shall be established for each Partner. Each Partner’s Capital Account shall be determined and maintained in accordance with the rules of Treas. Reg. §1.704-l(b)(2)(iv). Pursuant to those rules, a Partner’s Capital Account shall be increased by:

(i)the amount of any money contributed by such Partner to the Partnership;

(ii)the Fair Market Value, on the date of contribution, of property (other than money) contributed by such Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership either assumes or to which it takes subject); and

(iii)allocations of Gross Income; and shall be decreased by:

(iv)the amount of money distributed to such Partner by the Partnership (except as payments of principal and interest on any loans);

(v)except as provided in Section 3.2 below, the Fair Market Value, as of the date of distribution, of property (other than money) distributed to such Partner by the Partnership (net of liabilities secured by such distributed property that the Partner assumes or subject to which it takes the property); and

(vi)allocations of Gross Deductions.

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In addition, in the event of a redemption of any or all of the Partnership Interest of any Partner, each Partner’s Capital Account shall be increased and decreased by the respective Book Gains and Losses (if any) that would have been allocated to that Partner if all Partnership assets had been sold at their Adjusted Fair Market Value immediately prior to the redemption. For this purpose, the “Adjusted Fair Market Value” of a Partnership asset shall be the greater of (i) the Fair Market Value of the asset or (ii) the amount of any nonrecourse indebtedness to which such asset is subject within the meaning of Section 7701(g) of the Code, in each case as of the date of the redemption.

(b)Subject to Section 8.3, the Capital Account of any transferee Partner who has acquired the entire interest of a former Partner in the Partnership shall be the same as the Capital Account of the Partner from whom the transferee Partner acquired its interest.

Section 3.2Distribution Upon Liquidation in Accordance with Capital Accounts.  Upon liquidation of the Partnership, liquidating distributions shall in all cases be made in accordance with the positive Capital Account balances of the Partners, as determined after taking into account all Capital Account adjustments for the Partnership’s taxable year during which such liquidation occurs (other than those made pursuant to this Section), by the end of such taxable year or, if later, within ninety (90) days after the date of such liquidation, except as permitted by Treas. Reg. §1.704-l(b)(2)(ii)(b).

ARTICLE 4

DISTRIBUTIONS

Section 4.1Distributions Prior to Dissolution.

(a)From time to time Packaging may make such distributions on behalf of the Partnership as it in its sole discretion may determine are appropriate, without being limited to current or accumulated income or gains.   Such distributions may be made from Partnership revenues, borrowings or Capital Contributions. Packaging may in its sole discretion distribute to Partners Partnership property other than cash.

(b)All distributions shall be made to the Partners in the following priority and proportions:

(i)first, to Packaging to the extent of the Undistributed Preferred Return;

(ii)[ILLEGIBLE] Packaging to the extent of the Unreturned Preference Amount; and

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(iii)the balance, if any, 60%to Packaging and 40% to Growth.

Section 4.2In-Kind Distributions.  If, at the discretion of Packaging, any assets of the Partnership are distributed to the Partners in kind, such assets shall be valued on the basis of their Fair Market Value as of the date of distribution.

ARTICLE 5

ALLOCATIONS

Section 5.1Gross Income/Deductions.  All Gross Income and Gross Deductions for each taxable year shall be allocated among the Partners, after taking into account all distributions for such year, as follows:

(a)(i)  Gross Income shall first be allocated to the Partners in proportion to their Capital Account deficits, if any, until such deficits are eliminated.

(ii)  Next, if the sum of the Undistributed Preferred Return and the Unreturned Preference Amount exceeds Packaging’s Capital Account balance, Gross Income shall be allocated to Packaging until any such excess is eliminated.

(iii)  Next, Gross Income shall be allocated to Packaging or Growth, as the case may be, to the extent necessary, if any, to cause (A) the excess of (x) Packaging’s Capital Account balance over (y) the sum of the Undistributed Preferred Return and the Unreturned Preference Amount and (B) Growth’s Capital Account balance to be in a 60-40 proportion.

(iv)  Any remaining Gross Income shall be allocated 60% to Packaging and 40% to Growth.

(b)(i)   If (A) Packaging’s Capital Account balance exceeds the sum of the Undistributed Preferred Return and the Unreturned Preference Amount or (B) Growth’s Capital Amount balance exceeds zero, Gross Deductions shall first be allocated to the Partners in proportion to any such excesses until such excesses are eliminated.

(ii)   Next, Gross Deductions shall be allocated to Packaging to the extent of any remaining positive Capital Account balance.

(iii)  Any remaining Gross Deductions shall be allocated 60% to Packaging and 40% to Growth.

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Section 5.2Tax Credits.Any federal, state or local income tax credits available to the Partnership shall be allocated among the Partners in accordance with Treas. Reg. §1.704-1(b)(4)(ii).

Section 5.3Special Allocations.  Notwithstanding anything to the contrary in this Section 5, the following special allocations shall be made in the following order:

(i)If there is a net decrease in Minimum Gain during a taxable year, then before any other allocation is made for such year, the partners shall be allocated items of gross income and gain for such year (and, if necessary, subsequent years) in the amount and in the proportions necessary to satisfy the requirements of a “minimum gain chargeback” under Treas. Reg. §1.704-2(f).

(ii)If there is a net decrease in Partner Minimum Gain attributable to a partner Nonrecourse Debt during a taxable year, then any Partner with a share of the Partner Minimum Gain attributable to such debt at the beginning of such year shall be allocated items of income and gain for such year (and, if necessary, subsequent years) in the amount and proportions necessary to satisfy the provision of Treas. Reg. §1.704-2(i)(4).

(iii)Any Partner who unexpectedly receives an adjustment, allocation or distribution described in clauses (4), (5) or (6) of Treas. Reg. §1.704-l(b)(2)(ii)(d) that produces a deficit in its Hypothetical Capital Account shall be allocated items of gross income and gain in an amount and manner sufficient to eliminate the deficit in its Hypothetical Capital Account as quickly as possible. This paragraph (iii) is intended to comply with the “qualified income offset” requirement in Treas. Reg. §1.704-l(b)(2)(ii)(d)(3), and shall be interpreted consistently therewith.

(iv)All Partner Nonrecourse Deductions for each taxable year shall be allocated to the Partner or Partners who bear the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, in accordance with the ratio in which the Partners bear such economic risk of loss and Treas. Reg. §1.704-2(i)(1).

(v)No Partner shall be allocated Gross Deductions to the extent such allocation would cause a deficit in his Hypothetical Capital Account, and any such Gross Deductions shall be allocated among the other Partners in proportion to their positive Hypothetical Capital Accounts.

(vi)Subject to the other paragraphs of this Section 5.3, if any allocations are made pursuant to this Section 5.3, items of income, gain, loss and deduction of the Partnership shall thereafter be specially allocated among the Partners so as to cause their Capital Account balances to equal as quickly as possible the balances that would have been achieved in the absence of this Section 5.3.

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Section 5.4Certain Allocations.  Solely for income tax purposes:

(i)If property is contributed to the Partnership, income, gain, loss and deductions with respect to such property (and, to the extent necessary, other gross income, gain, loss and deductions of the Partnership), as computed for income tax purposes, shall be allocated among the Partners so as to take account of any variation between the adjusted tax basis of such property and its Book Value, in accordance with Code section 704(c); and

(ii)In any other case where the Book Value of any Partnership asset differs from its adjusted tax basis, subsequent allocations of income, gain, loss and deduction with respect to such asset (and, to the extent necessary, other gross income, gain, loss and deductions of the Partnership), as computed for federal income tax purposes, shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code section 704(c).

(iii)For purposes of any allocations required under this Section 5.4, the Partnership shall use the “remedial allocation method,” as described in Treas. Reg. §1.704-3(d).

ARTICLE 6

CONTROL AND MANAGEMENT

Section 6.1General.  Packaging shall, except as expressly limited by this Agreement, to the fullest extent not prohibited by the Act, exercise all of the powers of the Partnership, implement all Partnership decisions and have full, exclusive and complete discretion in the management and control of the Partnership including, without limitation, the power, authority, and right to:

(a)expend the capital and revenues of the Partnership in furtherance of the Partnership’s business and pay all expenses, debts and obligations of the Partnership to the extent that funds of the Partnership are available therefor;

(b)invest the Partnership’s funds pending disbursement thereof in furtherance of the Partnership’s business or to provide a source from which to meet contingencies;

(c)purchase assets in furtherance of the business of the Partnership, protect and preserve the Partnership’s title and interest in such assets, and sell, Transfer or otherwise dispose of such assets;

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(d)institute, defend and settle litigation arising in connection with the Partnership’s business, submit claims to arbitration and confess judgment against the Partnership, and give receipts, releases and discharges with respect to all of the foregoing;

(e)maintain, at the expense of the Partnership, records and accounts of operations and expenditures;

(f)purchase, at the expense of the Partnership, liability, casualty, fire and other insurance and bonds to protect the Partnership’s assets, business, Partners and employees and to protect the Packaging and its employees;

(g)employ, at the expense of the Partnership, consultants, accountants, attorneys, and others and terminate such employment;

(h)negotiate, enter into, perform and terminate any and all agreements, documents, licenses and other instruments necessary or incidental to the conduct of the business of the Partnership (including, without limitation, agreements of merger or consolidation in which the Partnership is the surviving entity;

(i)incur indebtedness, borrow funds and/or issue guarantees, and pledge the Partnership’s assets to secure the same, in each case in furtherance of the Partnership’s business; and

(j)issue or cause to be issued, and purchase, interests in the Partnership, including, without limitation, rights, options, warrants, notes, and bonds and admit additional or substitute Partners; and

(k)perform all other functions related to the business and affairs of the Partnership.

By executing this Agreement, each Partner hereby expressly consents to any exercise by Packaging of all or any of the foregoing powers.

Section 6.2Special Limitation on Packaging’s Right to Vote Stock.  Anything in this Agreement to the contrary notwithstanding, Packaging shall vote any stock owned by the Partnership in any “Controlled Corporation” only as provided in this Section 6.2.

(a)For purpose of this Section 6.2:

(i)the term “vote” shall include the granting of any proxy to vote, whether such proxy confers limited or unlimited discretion on the holder thereof to vote [ILLEGIBLE] in question; and

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(ii)a “Controlled Corporation” shall be any corporation that, for purposes of §2036(b) of the Code, would be deemed to be such with respect to Donald C. Graham were he to die at the time in question, and any other non-U.S. entity, classified as an association or a partnership for U.S. federal income tax purposes, that would meet this definition of “Controlled Corporation” if it were a corporation.

(b)Packaging shall have the right, in its sole discretion, to vote sixty percent (60%) of the Partnership’s shares of each and every class of voting stock in any Controlled Corporation.

(c)Growth shall have the right to direct Packaging to vote forty percent (40%) of the Partnership’s shares of each and every class of voting stock in any Controlled Corporation.

(d)Growth may, in its sole discretion, delegate all or a portion of its rights under Section 6.2(c); provided, however, that any such delegation (i) must be to a natural person other than Donald C. Graham; and (ii) must be made by written instrument delivered to Packaging. Any such delegation may at any time be revoked by the Growth by written instrument delivered to the Packaging; any attempt to delegate such right irrevocably shall be null and void.

(e)Packaging shall, whenever called upon in any manner to vote any shares of stock owned by the Partnership in a Controlled Corporation shall take such steps as it determines to be necessary or appropriate to solicit instructions from Growth or its delegate(s) as to the manner in which such stock is to be voted. In the absence of instructions from Growth or its delegate(s), Packaging shall not vote shares the voting of which such person has the right to direct pursuant to Section 6.2(c).

Section 6.3Expenses; Compensation.  Except as otherwise provided herein, the Partnership shall pay or cause to be paid (a) all costs and expenses incurred in connection with the formation and organization of the Partnership, (b) all costs and expenses of the Partnership incurred in pursuing and conducting, or otherwise related to, the business of the Partnership, and (c) all employment-related costs and expenses incurred by Packaging in pursuing and conducting the business of the Partnership. Packaging shall also be entitled to reimbursement of all of its other expenses attributable to the performance of its obligations hereunder. Subject to the Act, no amount so paid to Packaging shall be deemed to be a distribution of Partnership assets for purposes of this Agreement. Except for reimbursement of its expenses and its right to distributions as provided in this Agreement, Packaging shall not receive any compensation for its services as such.

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ARTICLE 7

ACCOUNTING AND RECORDS

Section 7.1Books and Records.  The books of account for the Partnership shall be kept in accordance with the accrual method of accounting used for federal income tax purposes.

Section 7.2Annual Reports.  By ninety (90) days after the end of each Fiscal Year (or such earlier date as may be required under the Code), Packaging shall deliver to each Partner a report indicating each Partner’s share for federal income tax purposes of the Partnership’s income, credits and deductions for the immediately preceding Fiscal Year together with all other information concerning the Partnership which may be required by the Code from time to time. Packaging shall also cause an annual report of the operation of the Partnership to be distributed to the Partners within ninety (90) days after the end of each Fiscal Year together with financial statements reflecting the Partnership’s operation during such year.

Section 7.3Tax Returns.  Packaging shall prepare all income and other tax returns of the Partnership and cause the same to be filed in a timely manner. Packaging shall be the tax matters partner (as defined in section 6231(a)(7) of the Code).

ARTICLE 8

TRANSFERS OF INTERESTS; REDEMPTIONS, ETC.

Section 8.1General Transfer Provisions and Restrictions.

(a)Except as expressly provided in this Section, no Partner may Transfer all or any portion of its partnership interest, or any right or interest whatsoever in, with respect to or derived from its partnership interest or the proceeds thereof, without the consent of the other Partner, which consent may be granted or withheld in its sole discretion. Further, any such Transfer requiring the consent of the other Partner shall be made only upon such terms and conditions as the other Partner shall approve.

(b)Any Transfer of partnership interests in violation of this Agreement shall be null and void and shall not operate to vest any rights in any Transferee.

(c)All Transfers of Partnership Interests shall be by instrument in form and substance satisfactory to both Partners. In the case of any Transfer pursuant to Section 8.4 or Section 8.5, the Transferor shall execute and acknowledge all such instruments, in form and substance satisfactory to the other Partner, as may be necessary or desirable to effectuate such Transfer.

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(d)Every Transferee of any partnership interest who wishes to participate in the Partnership as a Partner shall execute a counterpart of this Agreement pursuant to Section 9.1 accepting and adopting all of the terms and provisions of this Agreement, as the same may have been amended from time to time.

(e)In no event shall the Partnership dissolve or terminate upon the admission of any Partner to the Partnership or upon any permitted Transfer of a Partnership Interest by any Partner. Each Partner hereby waives its right to dissolve, liquidate or terminate the Partnership in such event.

Section 8.2Expenses.  All expenses of the Partnership occasioned by a Transfer permitted by this Section shall be borne by the Partner whose partnership interest is being so Transferred.

Section 8.3Allocations With Respect to Transferor’s Interest.  Upon the Transfer pursuant to, this Section of all or any part of a Partnership Interest, each item of Partnership income (or loss) and deduction allocable to such Partnership Interest shall be prorated (as to the Transferred Partnership Interest) between the Transferor and Transferee on the basis of the number of days in the taxable year of the Partnership preceding (and including) and succeeding, respectively, the date as of which the assignment or other instrument evidencing the Transfer is executed, or, in the case of a Transfer occurring by operation of law upon the death of a Partner, the date of death. Gain or loss from the sale or other taxable disposition of a Partnership capital asset shall be allocated to the Persons who were Partners at the time such gain or loss was recognized by the Partnership.

Section 8.4Section 754 Election.  Packaging may, in its sole discretion, cause the Partnership to elect, pursuant to section 754 of the Code, to adjust the basis of Partnership property as provided in sections 734(b) and 743(b) of the Code. Packaging shall be responsible for determining the adjustments required or permitted by said sections of the Code, provided that, in the case of any adjustment required or permitted under section 743(b) of the Code, the Transferee Partner or Partners shall be solely responsible for determining the adjustments required thereunder unless such Partner or Partners provide Packaging with all the information necessary for Packaging to determine the adjustments. If any adjustments to the basis of Partnership property are made pursuant to section 732(d), 734(b) or 743(b), the capital accounts of the Partners shall be adjusted as specified in Treas. Reg. §1.704-l(b)(2)(iv)(m).

ARTICLE 9

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

Section 9.1Events of Dissolution.  The occurrence [ILLEGIBLE] the following shall constitute an event of dissolution of the Partnership (an “Event of Dissolution”):

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(a)the expiration of the term of the Partnership as provided in Section 1.6 above;

(b)subject to Section 9.2 below, the resignation, withdrawal, or dissolution of either Partner or the occurrence of an Event of Bankruptcy of either Partner, which is not, in the case of an involuntary Event of Bankruptcy, discharged or stayed within one hundred and twenty (120) days of occurrence;

(c)the acquisition by a single Person of all of the partnership interests;

(d)the issuance of a decree of dissolution by a court of competent jurisdiction pursuant to the Act; or

(e)as otherwise required by the Act

Section 9.2Effect of Dissolution.  Upon the occurrence of an Event of Dissolution, the Partnership shall not terminate but shall, continue solely for the purposes of winding up its business and liquidating in accordance with this Article 9 all of its assets and collecting the proceeds from such sales and liquidations at which time the Partnership shall be wound up. After the occurrence of an Event of Dissolution the Partnership shall engage in no further business other than as necessary to operate on an interim basis and for the Partnership to collect its receivables, liquidate its assets and pay or discharge its liabilities in accordance with this Article 10.

Section 9.3Sale of Assets by Liquidator.

(a)Upon dissolution of the Partnership, Packaging shall, as “Liquidator,” proceed to wind up the affairs of the Partnership and distribute its assets in accordance with this Article 9, unless Packaging is unable or unwilling to serve as Liquidator, in which case Growth shall serve as Liquidator.  If the Liquidator shall determine that an immediate sale of part or all of the Partnership’s assets would cause undue loss to the Partners, then the Liquidator, in order to avoid or lessen such loss, may either (i) defer liquidation of, and withhold from such distribution for a reasonable time, any assets of the Partnership, except those necessary to satisfy Partnership debts and obligations, or (ii) distribute the assets to the Partners or their assigns in kind in the manner set forth in this Section 9.3.

(b)Upon dissolution of the Partnership, the Liquidator shall cause a final accounting to be made by an independent accountant and, upon termination and subject to due provision for the payment of all the expenses of the liquidation and all other debts and obligations of the Partnership:

(i)Any or all non-cash assets of the Partnership may be sold by public or private sale, at the discretion of and on terms set by the Liquidator, at which any Partner or any Affiliate of a Partner may bid for such assets; and

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(ii)Following the sale, if any, of non-cash assets, Partnership cash shall be distributed to the Partners in accordance with Section 3.2.

(c)If any assets of the Partnership are to be distributed in kind, such assets shall be distributed on the basis of the Fair Market Value thereof as of the date of distribution. A Partner entitled to an interest in such distributed assets shall receive such interest therein as a tenant-in-common with the other Partners so entitled.   In the event of such liquidation in kind, a distributee Partner shall not thereafter sell or otherwise transfer or dispose of any interest in any assets so distributed which it holds as a tenant-in-common without first offering such interest in writing to the other tenants-in-common upon the same terms and conditions and for the same price as such proposed sale or transfer.   The other tenants-in-common shall have 30 days after the receipt of such offer within which to accept the same and shall have the right to acquire such interest in proportion to their partnership interest formerly held in the Partnership.  If the other tenants-in-common shall fail to accept such offer within such period of time, such distributee Partner shall be free to sell the interest in said assets upon the terms and conditions described in the offer disclosed to the other tenants-in-common.

(d)The Partners specifically intend and agree that any distribution under this Section 9.3 shall confer upon the distributee the actual economic ownership and equitable title to all such assets distributed. If the title or form of ownership by which any Partnership asset is held is different from that necessary to fully accomplish the foregoing intent, then all Partners agree to execute and deliver such deeds, bills of sale and other documents, and to take such other steps, as may be necessary or appropriate to secure to each Partner the full economic ownership and title in such asset to which such Partner is so entitled hereunder.

(e)The liquidation of the Partnership shall be final when all of the Partnership’s assets have been collected and applied to the Partnership’s obligations and its remaining assets, if any, have been distributed to the Partners in accordance with this Agreement.

Section 9.4Time Limitations on Liquidating Distributions.  Nothing in this Article 9 shall be construed to extend the time period prescribed under Section 3.2 above and Treas. Reg. §1.704-l(b)(2)(ii)(b) for making liquidating distributions of the Partnership’s assets. If the Liquidator deems it impracticable to cause the Partnership to make distributions of the liquidating proceeds to the Partners within the time period described under Treas. Reg. §1.704-l(b)(2)(ii)(b), the Liquidator may make any arrangement that is considered for federal income tax purposes to effectuate liquidating distributions of all of the Partnership’s assets to the Partners within the time period prescribed in such regulation and that will permit the sale of the non-cash assets considered so distributed in a manner that gives effect, to the extent possible, to the intent of the preceding provisions of this Article 9.

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ARTICLE 10

GENERAL PROVISIONS

Section 10.1Separability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 10.2Assignment and Benefit.  This Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective permitted successors and assigns. This Agreement and the rights and obligations set forth herein may not be assigned or delegated by any party without the written consent of each other party hereto, except as provided herein. Nothing in this Agreement shall be deemed to create any right in any person not a party hereto (other than the permitted successors and assigns of a party hereto) and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party.

Section 10.3Indemnification and Contribution.  The Partnership 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. The foregoing obligation of the Partnership shall be satisfied only out of the assets of the Partnership and under no circumstances shall any recourse be available against any Partner or the assets of any Partner with respect thereto.

Section 10.4Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original; and any person may become a party hereto by executing a counterpart hereof, but all of such counterparts together shall be deemed to be one and the same instrument. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

Section 10.5Governing Law.  This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the internal laws of the Commonwealth of Pennsylvania (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.

Section10.6Terms.  Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context require. Any reference to the Code, Act or other statutes or laws shall include all amendments, modifications or replacements of the specific sections and provisions concerned.

Section 10.7Further Assurances.  The Partners hereto agree that they will execute and deliver, or cause to be delivered, all such instruments, and will take all such other

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actions, as may be reasonably required from time to time in order to effectuate the provisions and purposes hereof.

Section 10.8References to Agreement.  Numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement unless otherwise expressly stated. The words “herein,” “hereof,” “hereunder,” “this Agreement” and other similar references shall be construed to mean and include this Partnership Agreement and all amendments and supplements thereto unless the context shall clearly indicate or require otherwise.

Section 10.9Complete Agreement.  This Agreement constitutes the complete and exclusive statement of the agreement between the Partners with respect to the matters to which it relates.  It supersedes all prior written and oral statements and no representation, statement, covenant, condition or warranty not contained in this Agreement shall be binding on the Partners or have any force or effect whatsoever.

Section 10.10Estoppels.  Each Partner shall, upon not less than fifteen (15) days written notice from any Partner, execute and deliver to such other Partner a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to such Partner’s knowledge, any uncured defaults on the part of the other Partner, specifying such defaults if any are claimed.  Any such statement may be relied upon by third parties.

Section 10.11Reliance on Authority of Person Signing Agreement.  If a Partner is a trust (with or without disclosed beneficiaries), general partnership, limited partnership, joint venture, corporation, or any Entity other than a natural Person, the Partnership and the Partners shall:

(a)not be required to determine the authority of the Person signing this Agreement to make any commitment or undertaking on behalf of such Entity or to determine any fact or circumstance bearing upon the existence of the authority of such Entity or to determine any fact or circumstance bearing upon the existence of the authority of such Person;

(b)not be required to see to the application or distribution of proceeds paid or credited to Persons signing this Agreement on behalf of such Entity;

(c)be entitled to rely on the authority of the Person signing this Agreement with respect to the voting of the Partnership’s Interest of such Entity and with respect to the giving of consent on behalf of such Entity in connection with any matter for which consent is permitted or required under this Agreement; and

(d)be entitled to rely upon the authority of any general partner, joint venturer, trustee, or president or vice president, as the case may be, of any such Entity the

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same as if such Person were the Person originally signing this Agreement on behalf of such Entity.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

GRAHAM PACKAGING COMPANY
By:  Graham Packaging Corporation, General Partner
	By:	/s/ Steven F. Wood
GRAHAM FAMILY GROWTH PARTNERSHIP
By:  Graham Packaging Corporation, General Partner
	By:	/s/ [ILLEGIBLE]

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Exhibit A

GRAHAM FAMILY GROWTH PARTNERSHIP

GLOSSARY AND INDEX OF DEFINED TERMS

Term	(Definition or Section in which definition appears)
Act:	Section 1.2
Adjusted Fair Market Value:	Section 3.l(a)
Affiliate:	A Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Person in question and any officer, director, general partner, trustee, employee, or limited partner or stockholder (in either case owning 10% or more of the equity) of the Person in question or such other Person. For purposes of this definition, “control” of an Entity means the power to direct the management of such Entity, whether by ownership, contract or otherwise.
Agreement:	Preamble
Book Value:	With respect to any asset, that asset’s adjusted basis for federal income tax purposes, except that (i) where an asset has been revalued on the books of the Partnership, the Book Value of such asset shall be adjusted to reflect such revaluation; (ii) where an asset has been contributed by a Partner to the Partnership or distributed by the Partnership to a Partner, its Book Value shall be its fair market value as determined pursuant to the provisions of this Agreement; and (iii) the Book Value of Partnership assets shall be adjusted to reflect the Depreciation taken into account with respect to such assets for purposes of determining Gross Income or Gross Deductions.
Capital Account:	Section 3.1

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Capital Contribution:	Any amount of cash, property, or services contributed by a Partner to the Parnership in respect of its equity interest therein in accordance with the Partnership Agreement.
Certificate:	Section 1.6
Code:	The Internal Revenue Code of 1986, as the same may be amended from time to time. Any reference herein to any section of the Code shall mean and include any and all corresponding provisions of succeeding law.
Controlled Corporation:	Section 6.2(a)
Depreciation:	For each taxable year, an amount equal to the depreciation, amortization or other cost recovery reduction allowable with respect to an asset for such year or other period, except that if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such taxable year (as a result of the revaluation of such asset or its contribution to the Partnership by a Partner), Depreciation shall be an amount that bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for such taxable year bears to such beginning adjusted tax basis; provided that if the beginning adjusted tax basis is zero, Depreciation for such taxable year shall be determined with reference to such beginning Book Value using any reasonable method selected by Packaging.
Entity:	Any general partnership, limited partnership, corporation, joint venture, trust, business trust, limited liability company, cooperative or association.
Event of Bankruptcy:	As to the Partnership or a Partner: — filing a voluntary petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Bankruptcy Code (as now or in the future amended) or an admission seeking the relief therein provided; — making a general assignment for the benefit of its creditors; — consenting to the appointment of a receiver for all or a substantial part of its property; — in the case of the filing of an involuntary petition in bankruptcy, an entry of an order for relief; — the entry of a court order appointing a receiver or trustee for all or a substantial part of its property without its consent; or

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	— the assumption of custody or sequestration by a court of competent jurisdiction of all or substantially all of its property.
Event of Dissolution:	Section 9.1
Fair Market Value:	The value of any contribution to or asset of the Partnership, as determined by Packaging in its reasonable discretion, taking into account, inter alia, such relevant factors as appropriate discounts for lack of marketability, blockage, and restrictions on transferability. Without limiting Packaging’s discretion to make such a valuation or requiring that any such appraisal be made, the determination of the Fair Market Value of any asset by Packaging on the basis of the valuation thereof by an independent appraiser shall be deemed a reasonable exercise of such discretion.
Graham France	Section 1.5
Gross Income or Deductions:	Respectively, the Partnership’s gross income and gains or gross losses and deductions for a taxable year, as computed for federal income tax purposes (including all items of Partnership income, gain, loss, or deduction regardless of whether such items are required to be separately stated under Code section 702(a)), with the following adjustments:
	A.Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in determining Gross Income shall be added to such Gross Income;
	B.Any expenditures of the Partnership described in Code section 705(a)(2)(B) or treated as section 705(a)(2)(B) expenditures pursuant to Treas. Reg. §1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Gross Deductions shall be taken into account in computing such Gross Deductions;
	C.In any case where, in accordance with Treas. Reg. §l.704-l(b)(2)(iv)(e) or (f), Partnership property is revalued on the books of the Partnership to reflect its fair market value, the amount of such upward or downward adjustment (to the extent not previously taken into account) [ILLEGIBLE] be taken into account as gain or loss from a taxable disposition of such property for purposes of computing Gross Income or Gross Deductions;

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	D.Gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the Property disposed of, notwithstanding that the adjusted tax basis of such property differs from such Book Value;
	E.In lieu of the depreciation, amortization and other cost recovery deductions taken into account for federal income tax purposes, Depreciation as defined herein shall be taken into account in computing Gross Deductions; and
	F.Notwithstanding any other provisions of this definition, Partner Nonrecourse Deductions and any other items of income, gain, loss or deduction that are specially allocated pursuant to Section 5.3 to one or more Partners shall not be taken into account in computing Gross Income or Gross Deductions.
Hypothetical Capital Account:	A Partner’s Capital Account, after giving effect to the following adjustments:
	A.Such Capital Account shall be reduced to reflect the items described in clauses (4), (5) and (6) of Treas. Reg. §1.704-l(b)(2)(ii)(d) (provided that any anticipated distribution of the proceeds of a nonrecourse liability shall be offset by an anticipated increase in Minimum Gain, as provided in Treas. Reg. §1.704-2(h)); and
	B.Such Capital Account shall be increased by any amount such Partner is obligated to restore or is treated as being obligated to restore for purposes of Treas. Reg. §1.704-l(b)(2)(ii)(d), including such Partner’s Minimum Gain Share and such Partner’s share of Partner Minimum Gain.
Liabilities:	All items, except retained earnings and items of partner’s equity and surplus and reserves which are mere segregations of surplus, which would be included on the liability side of the Partnership’s balance sheet (as if prepared in accordance with generally accepted accounting principles) as of the date on which Liabilities are to be determined; excluding, however, any reserves for contingent liabilities that would be reflected only in the footnotes to such a balance sheet.

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Liquidator:	Section 9.3
Minimum Gain:	An amount determined by computing, with respect to each nonrecourse liability of the Partnership, the amount of gain (of whatever character), if any, that would be realized by the Partnership if it disposed of (in a taxable transaction) the Partnership property subject to such liability in full satisfaction thereof, and by then aggregating the amounts so computed. Such amount shall be determined in a manner consistent with Treas. Reg. §1.704-2(d).
Minimum Gain Share:	For each Partner, such Partner’s share of any Minimum Gain as of the end of a taxable year, as determined under Treas. Reg. §1.704-2(g).
Net Asset Value:	The amount by which the Fair Market Value of the Partnership’s assets as of a specified date exceeds the Partnership’s Liabilities as of that date.
Partner:	Preamble.
Partnership:	Preamble.
Partnership Interest:	The entire ownership interest of a Partner in the Partnership at any particular time, including the right of such Partner to any and all benefits to which a Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Partner to comply with all the terms and provisions of this Agreement and of the Act.
Partner Minimum Gain:	An amount determined by computing, with respect to each Partner Nonrecourse Debt, the Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a nonrecourse liability, determined in accordance with Treas. Reg. §1.704-2(i)(3).
Partner Nonrecourse Deductions:	For each taxable year, the partnership deductions (and all other items that would otherwise be included in Gross Deductions) that are attributable to Partner Nonrecourse Debt and are characterized as “partner nonrecourse deductions” under Treas. Reg. §1.704-2(i)(l).
Partner Nonrecourse Debt:	Nonrecourse Partnership debt for which one or more Partners bears an economic risk of loss, as defined in Treas. Reg. §1.704-2(b)(4).

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Person:	Any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.
Preference Amount:	The aggregate amount of Capital Contributions made by Packaging under Section 2.1(b).
Preferred Return:	A return at a rate of 6.36% compounded annually with respect to the Unreturned Preference Amount and the Undistributed Preferred Return.
Transfer:	Sell, convey, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of, whether by gift or for consideration (any such event, a “Transfer,” and the taking of any such action, to “Transfer”).
Treas. Reg.:	The Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time.
Undistributed Preferred Return	The excess, if any, of (x) the Preferred Return over (y) the aggregate cumulative amount of distributions to Packaging made under Section 4.1(b)(i).
Unreturned Preference Amount	The excess, if any, of (x) the Preference Amount over (y) the aggregate cumulative amount of distributions to Packaging made under Sections 4.1(b)(ii).
Vote:	Section 6.2(a)

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AMENDMENT NO. 1

TO

AGREEMENT OF PARTNERSHIP

OF GRAHAM PACKAGING FRANCE PARTNERS

This Amendment No. 1 (this “Amendment”) to Agreement of Partnership (the “Partnership Agreement”) of Graham Packaging France Partners, a Pennsylvania general partnership (“France”), is made as of this 2nd day of February, 1998 by and among Graham Packaging Company, a Pennsylvania limited partnership (the “Partnership”), Graham Family Growth Partnership, a Pennsylvania partnership (“Family Growth”), GPC Sub GP LLC, a Delaware limited liability company (“Sub GP”), and Graham Packaging Holdings I, LP, a Delaware limited partnership (“Opco”).

Background

WHEREAS, the Partnership and Family Growth formed France as a general partnership pursuant to the Pennsylvania Uniform Partnership Act on December 5, 1995;

WHEREAS, the Partnership and Family Growth are parties to an Agreement and Plan of Recapitalization, Redemption and Purchase dated December 18, 1997 (the “Recapitalization Agreement”);

WHEREAS, in connection with the Closing pursuant to the Recapitalization Agreement, the partnership interests of France currently held by the Partnership are being contributed on the date hereof to Opco; and

WHEREAS, in connection with the Closing pursuant to the Recapitalization Agreement, a one percent (1%) partnership interest of France is being transferred to Sub GP on the date hereof by Family Growth, and a thirty-nine (39%) partnership interest of France is being contributed to Opco on the date hereof by Family Growth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

1.Amendment.

a.Family Growth and the Partnership hereby withdraw as Partners of France, and Sub GP and Opco hereby enter France as Partners. All references in the Partnership Agreement to the Partnership shall refer to Opco, and all references in the Partnership Agreement to Family Growth shall refer to Sub GP.

b.Section 9.1(b) of the Partnership Agreement is hereby amended to read in its entirety as follows:

(b)subject to Section 9.2 below, the resignation or withdrawal of a Partner, other than by reason of a Transfer of all of such Partner’s partnership interests as permitted under Article 8 herein, or the dissolution of either Partner or the occurrence of an Event of Bankruptcy of either Partner, which is not, in the case of Involuntary Bankruptcy, discharged or stayed within one hundred and twenty (120) days of occurrence;

c.Section 6.1(i) of the Partnership Agreement is hereby amended to add the following language to the end thereof:

including, without limitation, to guarantee the indebtedness of any Affiliates of the Partnership, and to grant liens on property of the Partnership to secure such indebtedness and guarantees

2.Ratification.  The Partnership Agreement, as amended hereby, is ratified in all respects.

3.Counterparts.  This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same agreement.

2

IN WITNESS WHEREOF, the Partnership, Family Growth, Sub GP and Opco have caused this Amendment to be signed by a duly authorized officer and to be dated as of the date first above written.

Withdrawing Partner		Withdrawing Partner
GRAHAM PACKAGING COMPANY		GRAHAM FAMILY GROWTH PARTNERSHIP
By: Graham Packaging Corporation, its general partner		By: Graham Packaging Corporation, its general partner
By:	/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
Name:		Name:
Title:		Title:
Entering Partner		Entering Partner
GPC SUB GP LLC		GRAHAM PACKAGING HOLDING I, LP
By: Graham Packaging Holdings, I, LP, its sole member		By: Graham Recycling Corporation, its general partner
By: Graham Recycling Corporation, its general partner
By:	/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
Name:		Name:
Title:		Title:

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AMENDMENT NO. 1

TO

AGREEMENT OF PARTNERSHIP

OF

GRAHAM PACKAGING FRANCE PARTNERS

This Amendment No. 1 (this “Amendment”) to Agreement of Partnership (the “Partnership Agreement”) of Graham Packaging France Partners, a Pennsylvania general partnership (“France”), is made as of this 2nd day of February, 1998 by and among Graham Packaging Company, a Pennsylvania limited partnership (the “Partnership”), Graham Family Growth Partnership, a Pennsylvania partnership (“Family Growth”), GPC Sub GP LLC, a Delaware limited liability company (“Sub GP”), and Graham Packaging Holdings I, LP, a Delaware limited partnership (“Opco”).

Background

WHEREAS, the Partnership and Family Growth formed France as a general partnership pursuant to the Pennsylvania Uniform Partnership Act on December 5, 1995;

WHEREAS, the Partnership and Family Growth are parties to an Agreement and Plan of Recapitalization, Redemption and Purchase dated December 18, 1997 (the “Recapitalization Agreement”);

WHEREAS, in connection with the Closing pursuant to the Recapitalization Agreement, the partnership interests of France currently held by the Partnership are being contributed on the date hereof to Opco; and

WHEREAS, in connection with the Closing pursuant to the Recapitalization Agreement, a one percent (1%) partnership interest of France is being transferred to Sub GP on the date hereof by Family Growth, and a thirty-nine (39%) partnership interest of France is being contributed to Opco on the date hereof by Family Growth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

1.Amendment.

a.Family Growth and the Partnership hereby withdraw as Partners of France, and Sub GP and Opco hereby enter France as Partners. All references in the Partnership Agreement to the Partnership shall refer to Opco, and all references in the Partnership Agreement to Family Growth shall refer to Sub GP.

b.Section 9.1(b) of the Partnership Agreement is hereby amended to read in its entirety as follows:

(b)subject to Section 9.2 below, the resignation or withdrawal of a Partner, other than by reason of a Transfer of all of such Partner’s partnership interests as permitted under Article 8 herein, or the dissolution of either Partner or the occurrence of an Event of Bankruptcy of either Partner, which is not, in the case of Involuntary Bankruptcy, discharged or stayed within one hundred and twenty (120) days of occurrence;

c.Section 6.l(i) of the Partnership Agreement is hereby amended to add the following language to the end thereof:

including, without limitation, to guarantee the indebtedness of any Affiliates of the Partnership, and to grant liens on property of the Partnership to secure such indebtedness and guarantees

2.Ratification.  The Partnership Agreement, as amended hereby, is ratified in all respects.

3.Counterparts.  This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same agreement.

2

IN WITNESS WHEREOF, the Partnership, Family Growth, Sub GP and Opco have caused this Amendment to be signed by a duly authorized officer and to be dated as of the date first above written.

Withdrawing Partner		Withdrawing Partner
GRAHAM PACKAGING COMPANY		GRAHAM FAMILY GROWTH PARTNERSHIP
By: Graham Packaging Corporation, its general partner		By: Graham Packaging Corporation, its general partner
By:	/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
Name:		Name:
Title:		Title:
Entering Partner		Entering Partner
GPC SUB GP LLC		GRAHAM PACKAGING HOLDING I, LP
By: Graham Packaging Holdings, I, LP, its sole member		By: Graham Recycling Corporation, its general partner
By: Graham Recycling Corporation, its general partner
By:	/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
Name:		Name:
Title:		Title:

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EX-3.21

Exhibit 3.21

AMENDED AND RESTATED
ARTICLES OF ORGANIZATION
OF
GRAHAM PACKAGING WEST JORDAN, LLC

The undersigned, acting pursuant to the Utah Revised Limited Liability Company Act (the “Act”), adopts the following Amended and Restated Articles of Organization for Graham Packaging West Jordan, LLC (the “Company”). These Amended and Restated Articles of Organization have been duly signed and filed with the Utah Division of Corporations and Commercial Code pursuant to 48-2c-409 of the Act and supercede the Company’s original Articles of Organization filed under the same name on March 29, 2002.

ARTICLE ONE - NAME

The name of this limited liability company is Graham Packaging West Jordan, LLC.

ARTICLE TWO - DURATION

This limited liability company shall have a duration of ninety-nine (99) years from March 29, 2002 and shall dissolve March 28, 2101, unless sooner dissolved pursuant to law or the Operating Agreement of the LLC.

ARTICLE THREE - INITIAL OFFICE AND AGENT

The address of the Company’s initial registered office and name of its initial registered agent at such address are:

C T Corporation System

50 West Broadway

Salt Lake City, Utah 84101

By signing these Amended and Restated Articles of Organization in the space provided, the above-named registered agent accepts appointment as such.

ARTICLE FOUR - APPOINTMENT OF DIRECTOR OF DIVISION

The Director of the Division of Corporations and Commercial Code of the Utah Department of Commerce is hereby appointed the agent of the Company for service of process if the registered agent has resigned, the registered agent’s authority has been revoked, or the registered agent cannot be found our served with the exercise of reasonable diligence.

ARTICLE FIVE - DESIGNATED OFFICE

The principal place of place of business and designated office of the Company shall be its registered office.

ARTICLE SIX - ADMISSIONOF MEMBERS

Members may be admitted to the Company at such times and on such terms and conditions as provided in the Operating Agreement of the Company.

ARTICLE SEVEN - MANAGEMENT

The Company is to be managed by its members. The names and street addresses of the initial members of the Company are as follows:

Graham Packaging Company, L.P.
a Delaware limited partnership
240l Pleasant Valley Road
York, Pennsylvania 17402

GPC Sub GP LLC
a Delaware limited liability company
2401 Pleasant Valley Road
York, Pennsylvania 17402

As provided in the Operating Agreement, Graham Packaging Company, L.P. shall, except as expressly limited by such Operating Agreement, to the fullest extent not prohibited by the Utah Revised Limited Liability Company Act, exercise all of the powers of the Company, implement all Company decisions and have full, exclusive and complete discretion in the management and control of the Company.

ARTICLE EIGHT - PURPOSE

This limited liability company was formed for the purpose of conducting any one or more lawful businesses.

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ARTICLE TEN - TITLE TO COMPANY PROPERTY

All property owned by the Company shall be owned by the Company as an entity and, insofar as permitted by applicable law,  no Member shall have any ownership interest in any Company property in its individual name or right, and each Member’s Membership Interest shall be personal property for all purposes.

These Amended and Restated Articles of Organization were adopted by the unanimous action of the Members of the Company on October     2004, as required by Section 48-2c-408 of the Act.

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 Sub GP LLC
By:	/s/ John E. Hamilton
Name: John E. Hamilton
Title: Vice President, Finance and Administration, Treasurer and
Secretary

ACKNOWLEDGEMENT OF REGISTERED AGENT

The undersigned hereby accepts its appointment as registered agent for the above-named limited liability company.

DATED: October 6, 2004.

REGISTERED AGENT
C T Corporation System:
By:	/s/ Deanette Widmer
Ms. Deanette Widmer
Special Assistant
Secretary

3

EX-3.22

Exhibit 3.22

OPERATING AGREEMENT

OF

GRAHAM PACKAGING WEST JORDAN, LLC

THE MEMBERSHIP INTERESTS IN GRAHAM PACKAGING WEST JORDAN, LLC HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS. THE MEMBERSHIP INTERESTS ARE ALSO SUBJECT TO SUBSTANTIAL RESTRICTIONS ON THEIR TRANSFER UNDER THIS OPERATING AGREEMENT.

TABLE OF CONTENTS

ARTICLE 1      THE LIMITED LIABILITY COMPANY
Section 1.1	Glossary
Section 1.2	Organization
Section 1.3	Name
Section 1.4	Registered Agent; Place of Business
Section 1.5	Purpose
Section 1.6	Term
Section 1.7	Powers of the Limited Liability Company
Section 1.8	Fiscal Year
Section 1.9	Assets of the Limited Liability Company
Section 1.10	Limitation on Liability of Members
Section 1.11	Conflicts of Interest and Transactions with Affiliate
Section 1.12	Statutory Compliance
ARTICLE 2      CAPITAL AND INITIAL MEMBERSHIP INTERESTS
Section 2.1	Capitalization
Section 2.2	Capital Contributions Generally
ARTICLE 3      CAPITAL ACCOUNTS
Section 3.1	Establishment and Maintenance of Capital Accounts
Section 3.2	Distribution Upon Liquidation in Accordance with Capital Accounts
ARTICLE 4      DISTRIBUTIONS
Section 4.1	Distributions Prior to Dissolution
Section 4.2	In-Kind Distributions
ARTICLE 5      ALLOCATIONS
Section 5.1	Gross Income/Deductions
Section 5.2	Tax Credits
Section 5.3	Special Allocations
Section 5.4	Certain Allocations
ARTICLE 6      CONTROL AND MANAGEMENT
Section 6.1	General
Section 6.2	Special Limitation on Packaging’s Right to Vote Stock
Section 6.3	Officers
Section 6.4	Expenses: Compensation

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ARTICLE 7      ACCOUNTING AND RECORDS
Section 7.1	Books and Records
Section 7.2	Annual Reports.
Section 7.3	Tax Returns
ARTICLE 8      TRANSFERS OF INTERESTS : REDEMPTIONS, ETC.
Section 8.1	General Transfer Provisions and Restrictions
Section 8.2	Expenses
Section 8.3	Allocations With Respect to Transferor’s Interest
Section 8.4	Section 754 Election
ARTICLE 9      DISSOLUTION AND WINDING UP OF THE LIMITED LIABILITY COMPANY
Section 9.1	Events of Dissolution
Section 9.2	Effect of Dissolution
Section 9.3	Sale of Assets by Liquidator
Section 9.4	Time Limitations on Liquidating Distributions
ARTICLE 10    GENERAL PROVISIONS
Section 10.1	Separability
Section 10.2	Assignment and Benefit
Section 10.3	Indemnification and Contribution
Section 10.4	Counterparts
Section 10.5	Governing Law
Section 10.6	Terms
Section 10.7	Further Assurances
Section 10.8	References to Agreement
Section 10.9	Complete Agreement
Section 10.10	Estoppels
Section 10.11	Reliance on Authority of Person Signing Agreement

ii

OPERATING AGREEMENT

OF

GRAHAM PACKAGING WEST JORDAN, LLC

This OPERATING AGREEMENT (the “Agreement”) of GRAHAM PACKAGING WEST JORDAN, LLC (the “Limited Liability Company” or “LLC”) is made and entered into as of October    , 2004 by and between GRAHAM PACKAGING COMPANY, L. P. a Delaware limited partnership (“Packaging”) and GPC Sub GP LLC, a Delaware limited liability company (“Sub GP”), together with any other Persons admitted to the LLC as members shall be collectively referred to herein as “Members.”

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, relying on Section 48-2c-504 of the Act (as hereinafter defined) and in consideration of the mutual agreements set forth in this Agreement, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

THE LIMITED LIABILITY COMPANY

Section 1.1Glossary. Certain terms used herein are defined in the Glossary attached hereto as Exhibit A, which is incorporated herein and made a part hereof.

Section 1.2Organization. The parties have formed the LLC pursuant to the Utah Revised Limited Liability Company Act, Chapter 2c, Title 48 of the Utah Code (as amended, the “Act”) for the purposes and upon the terms and conditions set forth herein. Except as otherwise provided herein, the relative rights and obligations of the Members shall be provided in the Act.

Section 1.3Name. The name of the LLC is Graham Packaging West Jordan, LLC. All business of the LLC shall be conducted in such name and/or such other assumed, trade, or fictitious names as the Manager shall from time to time determine.

Section 1.4Registered Agent; Place of Business.  The registered agent of the LLC for service of process within the State of Utah is C T Corporation System. [The Designated Office of the LLC which is also the registered office of the LLC in the State of Utah as required by Section 48-2c-301 of the Act is C T Corporation System, 50 West Broadway, Salt Lake City, Utah 84101.]The LLC may also maintain such additional offices as the Manager may from time to time determine.

Section 1.5Purpose. The purpose of the LLC is to make investments in privately-held business enterprises engaged in the business of manufacturing packaging, packaging equipment and/or recycling of packaging and such activities as may be incidental or related thereto, and to engage in all activities as may be reasonably incidental to such investments and to do all such other acts and execute all such agreements and instruments as are incidental or useful to such investments.

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Section 1.6Term. The LLC commenced existence as of March 29, 2002, and shall dissolve March 28, 2101, unless sooner dissolved pursuant to law or this Agreement. Amended and Restated Articles of Organization were filed October       , 2004. This Operating Agreement shall come into effect as of the date first set forth above.

Section 1.7Powers of the Limited Liability Company. The LLC shall have and exercise all powers now or hereafter permitted by the State of Utah to be exercised by an LLC formed under the laws of that state, and to do any and all things not prohibited by law in furtherance of the business of the LLC as fully as natural persons might or could do.

Section 1.8Fiscal Year. The fiscal year of the LLC shall be the calendar year.

Section 1.9Assets of the Limited Liability Company.

(a)The Members shall use the LLC’s credit and assets solely for the benefit of the LLC. All real and personal property owned by the LLC shall be owned by the LLC as an entity. Each Member’s interest in the LLC shall be personal property for all purposes.

(b)No Member shall, either directly or indirectly, take any action to require partition or appraisement of the LLC or of any of its assets or cause the sale of any asset of the LLC for other than an LLC purpose, and notwithstanding any provision of applicable law to the contrary, each Member (and its legal representatives, successors and assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its Membership Interest or with respect to any assets of the LLC, except as expressly provided in this Agreement.

Section 1.10Limitation on Liability of Members. Except as otherwise required by the Act or applicable law or as expressly agreed in writing, no director, officer, shareholder, partner, employee or agent of any Member shall be personally liable for the payment of any sums owing by such Member to the LLC or any other Member under the terms of this Agreement or for the performance of any other covenant or agreement of such Member contained herein.

Section 1.11Conflicts of Interest and Transactions with Affiliate.

(a)Any Member and any Affiliate of any Member may engage in or possess an interest in any business or activity whatsoever, whether presently existing or hereafter created, without any accountability to the LLC or any Member. No Member shall be obligated to offer any business opportunity to the LLC or any other Member.

(b)The LLC may enter into any arrangement, contract, agreement or business venture that is not prohibited under the Act with any Member or any Member’s Affiliates. Each Member understands and acknowledges that the conduct of the business of the LLC may involve business dealings with such other business ventures or undertakings of the Members and their Affiliates.

Section 1.12Statutory Compliance. The Manager shall execute such documents and take such action as shall be appropriate to comply with the Act and all other requirements of law

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for the formation and operation of a limited liability company in the State of Utah and all other jurisdictions in which the LLC may elect to do business.

ARTICLE 2

CAPITAL AND INITIAL MEMBERSHIP INTERESTS

Section 2.1Capitalization.

(a)As their initial Capital Contributions, Packaging and Sub GP shall contribute cash to the LLC in a 20-80 [proportion.

(b)As additional Capital Contributions, Packaging shall contribute cash to the LLC in such amounts as shall be agreed upon by Packaging and Sub GP.

Section 2.2Capital Contributions Generally. Except as otherwise expressly provided herein or to the extent that a Member agrees to snake a Capital Contribution to, or to purchase interests from, the LLC: (a) no Member shall be required to contribute any capital to the LLC; (b) no Member shall be required to make any loan to the LLC; (c) loans by a Member to the LLC shall not be considered a contribution of capital, shall not increase the Capital Account of the lending Member or its ownership interest of the LLC and the repayment of such loans by the LLC shall not decrease, or result in any adjustment to, the Capital Account of the Member making the loans; (d) no interest shall be paid on any capital contributed to the LLC by any Member; (e) under any circumstances requiring a return of all or any portion of a Capital Contribution, no Member shall have the right to receive property other than cash except in the sole discretion of the Packaging; and (f) no Member shall be required at any time to restore any deficit in its Capital Account.

ARTICLE 3

CAPITAL ACCOUNTS

Section 3.1Establishment and Maintenance of Capital Accounts.

(a)A capital account (“Capital Account”) shall be established for each Member. Each Member’s Capital Account shall be determined and maintained in accordance with the rules of Treas. Reg. §1.704-1(b)(2)(iv). Pursuant to those rules, a Member’s Capital Account shall be increased by:

(i)the amount of any money contributed by such Member to the LLC;

(ii)the Fair Market Value, on the date of contribution, of property (other than money) contributed by such Member to the LLC (net of liabilities secured by such contributed property that the LLC either assumes or to which it takes subject); and

(iii)allocations of Gross Income;

and shall be decreased by:

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(iv)the amount of money distributed to such Member by the LLC (except as payments of principal and interest on any loans);

(v)except as provided in Section 3.2 below, the Fair Market Value, as of the date of distribution, of property (other than money) distributed to such Member by the LLC (net of liabilities secured by such distributed property that the Member assumes or subject to which it takes the property); and

(vi)allocations of Gross Deductions.

In addition, in the event of a redemption of any or all of the Membership Interest of any Member, each Member’s Capital Account shall be increased and decreased by the respective.

Book Gains and Losses (if any) that would have been allocated to that Member if all LLC assets had been sold at their Adjusted Fair Market Value immediately prior to the redemption. For this purpose, the “Adjusted Fair Market Value” of an LLC asset shall be the greater of (i) the Fair Market Value of the asset or (ii) the amount of any nonrecourse indebtedness to which such asset is subject within the meaning of Section 770l(g) of the Code, in each case as of the date of the redemption.

(b)Subject to Section 8.3, the Capital Account of any transferee Member who has acquired the entire interest of a former Member in the LLC shall be the same as the Capital Account of the Member from whom the transferee Member acquired its interest.

Section 3.2Distribution Upon Liquidation in Accordance with Capital Accounts. Upon liquidation of the LLC, liquidating distributions shall in all cases be made in accordance with the positive Capital Account balances of the Members, as determined after taking into account all Capital Account adjustments for the LLC’s taxable year during which such liquidation occurs (other than those made pursuant to this Section), by the end of such taxable year or, if later, within ninety (90) days after the date of such liquidation, except as permitted by Treas. Reg. §1.704-1(b)(2)(ii)(b).

ARTICLE 4

DISTRIBUTIONS

Section 4.1Distributions Prior to Dissolution.

(a)From time to time Packaging may make such distributions on behalf of the LLC as it in its sole discretion may determine are appropriate, without being limited to current or accumulated income or gains. Such distributions may be made from LLC revenues, borrowings or Capital Contributions. Packaging may in its sole discretion distribute to Members LLC property other than cash.

(b)All distributions shall be made to the Members in the following priority and proportions:

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(i)first, to Packaging to the extent of the Undistributed Preferred Return;

(ii)next, to Packaging to the extent of the Unreturned Preference Amount; and

(iii)the balance, if any, 20% to Packaging and 80% to Sub GP.

Section 4.2In-Kind Distributions. If, at the discretion of Packaging, any assets of the LLC are distributed to the Members in kind, such assets shall be valued on the basis of their Fair Market Value as of the date of distribution.

ARTICLE 5

ALLOCATIONS

Section 5.1    Gross Income/Deductions. All Gross Income and Gross Deductions for each taxable year shall be allocated among the Members, after taking into account all distributions for such year, as follows:

(a)(i)Gross Income shall first be allocated to the Members in proportion to their Capital Account deficits, if any, until such deficits are eliminated.

(ii)Next, if the sum of the Undistributed Preferred Return and the Unreturned Preference Amount exceeds Packaging’s Capital Account balance, Gross Income shall be allocated to Packaging until any such excess is eliminated.

(iii)Next, Gross Income shall be allocated to Packaging or Sub GP, as the case may be, to the extent necessary, if any, to cause (A) the excess of (x) Packaging’s Capital Account balance over (y) the sum of the Undistributed Preferred Return and the Unreturned Preference Amount and (B) Sub GP’s Capital Account balance to be in a 20-80 proportion.

(iv)Any remaining Gross Income shall be allocated 20% to Packaging and 80% to Sub GP.

(b)(i)If (A) Packaging’s Capital Account balance exceeds the sum of the Undistributed Preferred Return and the Unreturned Preference Amount or (B) Sub GP’s Capital Amount balance exceeds zero, Gross Deductions shall first be allocated to the Members in proportion to any such excesses until such excesses are eliminated.

(ii)Next, Gross Deductions shall be allocated to Packaging to the extent of any remaining positive Capital Account balance.

(iii)Any remaining Gross Deductions shall be allocated 20 to Packaging and 80% to Sub GP.

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Section 5.2    Tax Credits. Any federal, state or local income tax credits available to the LLC shall be allocated among the Members in accordance with Treas. Reg. § 1.704-l(b) (4) (ii).

Section 5.3    Special Allocations. Notwithstanding anything to the contrary in this Section 5, the following special allocations shall be made in the following order:

(i)If there is a net decrease in Minimum Gain during a taxable year, then before any other allocation is made for such year, the Members shall be allocated items of gross income and gain for such year (and, if necessary, subsequent years) in the amount and in the proportions necessary to satisfy the requirements of a “minimum gain chargeback”. under Treas. Reg. §1.704-2(f).

(ii)If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during a taxable year, then any Member with a share of the Member Minimum Gain attributable to such debt at the beginning of such year shall be allocated items of income and gain for such year (and, if necessary, subsequent years) in the amount and proportions necessary to satisfy the provision of Treas. Reg. §1.704-2(i)(4).

(iii)Any Member who unexpectedly receives an adjustment, allocation or distribution described in clauses (4), (5) or (6) of Treas. Reg. §1.704-l(b)(2)(f)(d) that produces a deficit in its Hypothetical Capital Account shall be allocated items of gross income and gain in an amount and manner sufficient to eliminate the deficit in its Hypothetical Capital Account as quickly as possible. This paragraph (iii) is intended to comply with the “qualified income offset” requirement in Treas. Reg. §1.704-1(b)(2)(ii)(d)(3), and shall be interpreted consistently therewith.

(iv)All Member Nonrecourse Deductions for each taxable year shall be allocated to the Member or Members who bear the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable, in accordance with the ratio in which the Members bear such economic risk of loss and Treas. Reg. §1.704-2(i)(l).

(v)No Member shall be allocated Gross Deductions to the extent such allocation would cause a deficit in his Hypothetical Capital Account, and any such Gross Deductions shall be allocated among the other Members in proportion to their positive Hypothetical Capital Accounts.

(vi)Subject to the other paragraphs of this Section 5.3, if any allocations are made pursuant to this Section 5.3, items of income, gain, loss and deduction of the LLC shall thereafter be specially allocated among the Members so as to cause their Capital Account balances to equal as quickly as possible the balances that would have been achieved in the absence of this Section 5.3.

Section 5.4Certain Allocations. Solely for income tax purposes:

(i)If property is contributed to the LLC, income, gain, loss and deductions with respect to such property (and, to the extent necessary, other gross income, gain,

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loss and deductions of the LLC), as computed for income tax purposes, shall be allocated among the Members so as to take account of any variation between the adjusted tax basis of such property and its Book Value, in accordance with Code section 704(c); and

(ii)In any other case where the Book Value of any LLC asset differs from its adjusted tax basis, subsequent allocations of income, gain, loss and deduction with respect to such asset (and, to the extent necessary, other gross income, gain, loss and deductions of the LLC), as computed for federal income tax purposes, shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code section 704(c).

(iii)For purposes of any allocations required under this Section 5.4, the LLC shall use the “remedial allocation method,” as described in Treas. Reg. §1.704-3(d).

ARTICLE 6

CONTROL AND MANAGEMENT

Section 6.1    General. Packaging shall, except as expressly limited by this Agreement, to the fullest extent not prohibited by the Act, exercise all of the powers of the LLC, implement all LLC decisions and have full, exclusive and complete discretion in the management and control of the LLC including, without limitation, the power, authority, and right to:

(a)expend the capital and revenues of the LLC in furtherance of the LLC’s business and pay all expenses, debts and obligations of the LLC to the extent that funds of the LLC are available therefor;

(b)invest the LLC’s funds pending disbursement thereof in furtherance of the LLC’s business or to provide a source from which to meet contingencies;

(c)purchase assets in furtherance of the business of the LLC, protect and preserve the LLC’s title and interest in such assets, and sell, Transfer or otherwise dispose of such assets;

(d)institute, defend and settle litigation arising in connection with the LLC’s business, submit claims to arbitration and confess judgment against the LLC, and give receipts, releases and discharges with respect to all of the foregoing;

(e)maintain, at the expense of the LLC, records and accounts of operations and expenditures;

(f)purchase, at the expense of the LLC, liability, casualty, fire and other insurance and bonds to protect the LLC’s assets, business, Members and employees and to protect the Packaging and its employees;

(g)employ, at the expense of the LLC, consultants, accountants, attorneys, and others and terminate such employment;

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(h)negotiate, enter into, perform and terminate any and all agreements, documents, licenses and other instruments necessary or incidental to the conduct of the business of the LLC (including, without limitation, agreements of merger or consolidation in which the LLC is the surviving entity;

(i)incur indebtedness, borrow funds and/or issue guarantees, and pledge the LLC’s assets to secure the same, in each case in furtherance of the LLC’s business; and

(j)issue or cause to be issued, and purchase, interests in the LLC, including, without limitation, rights, options, warrants, notes, and bonds and admit additional or substitute Members; and

(k)guarantee the indebtedness of any member, or any affiliate of any member, provided that the LLC receives such consideration for the guarantee as may be required under the laws of Utah and to secure such guarantee or guarantees may pledge, hypothecate and encumber any or all of its assets, including after acquired property and proceeds of such assets; and

(l)perform all other functions related to the business and affairs of the LLC.

By executing this Agreement, each Member hereby expressly consents to any exercise by Packaging of all or any of the foregoing powers.

Section 6.2    Special Limitation on Packaging’s Right to Vote Stock. Anything in this Agreement to the contrary notwithstanding, Packaging shall vote any stock owned by the LLC in any “Controlled Corporation” only as provided in this Section 6.2.

(a)For purpose of this Section 6.2:

(i)the tern “vote” shall include the granting of any proxy to vote, whether such proxy confers limited or unlimited discretion on the holder thereof to vote the shares in question; and

(ii)a “Controlled Corporation” shall be any corporation that, for purposes of §2036(b) of the Code, would be deemed to be such with respect to Donald C. Graham were he to die at the time in question, and any other non-U.S. entity, classified as an association or a partnership for U.S. federal income tax purposes, that would meet this definition of “Controlled Corporation” if it were a corporation.

(b)Packaging shall have the right, in its sole discretion, to vote a percentage of the LLC’s shares of each and every class of voting stock in any Controlled Corporation equal to the percentage that the sum of Packaging’s Capital Contribution under Section 2.1(a) and the Unreturned Preference Amount constitutes of such sum and Sub GP’s Capital Contribution under Section 2.l(a).

(c)Sub GP shall have the right to direct Packaging to vote the remainder of the LLC’s shares of each and every class of voting stock in any Controlled Corporation.

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(d)Sub GP may, in its sole discretion, delegate all or a portion of its rights under Section 6.2(c); provided, however, that any such delegation (i) must be to a natural person other than Donald C. Graham; and (ii) must be made by written instrument delivered to Packaging. Any such delegation may at any time be revoked by the Sub GP by written instrument delivered to the Packaging; any attempt to delegate such right irrevocably shall be null and void.

(e)Packaging shall, whenever called upon in any manner to vote any shares of stock owned by the LLC in a Controlled Corporation shall take such steps as it determines to be necessary or appropriate to solicit instructions from Sub GP or its delegate(s) as to the manner in which such stock is to be voted. In the absence of instructions from Sub GP or its delegate(s), Packaging shall not vote shares the voting of which such person has the right to direct pursuant to Section 6.2(c).

Section 6.3Officers.  Packaging may at any time and from time to time appoint such officers of the LLC and assign to each appointed officer such duties as Packaging may determine. Each such officer shall serve at the pleasure of Packaging and may be removed with or without notice or cause as Packaging may determine. Effective as of the date hereof the names and title of the officers of the LLC are:

Name	Title
Roger M. Prevot	President & Chief Operating Officer
John E. Hamilton	Chief Financial Officer, Treasurer & Secretary
Jay W. Hereford	Vice President, Finance &
	Administration, Assistant Treasurer & Assistant Secretary
Paul Wannemacher	Treasurer

Section 6.4Expenses: Compensation. Except as otherwise provided herein, the LLC shall pay or cause to be paid (a) all costs and expenses incurred in connection with the formation and organization of the LLC, (b) all costs and expenses of the LLC incurred in pursuing and conducting, or otherwise related to, the business of the LLC, and (c) all employment-related costs and expenses incurred by Packaging in pursuing and conducting the business of the LLC. Packaging shall also be entitled to reimbursement of all of its other expenses attributable to the performance of its obligations hereunder. Subject to the Act, no amount so paid to Packaging shall be deemed to be a distribution of LLC assets for purposes of this Agreement. Except for reimbursement of its expenses and its right to distributions as provided in this Agreement, Packaging shall not receive any compensation for its services as such.

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ARTICLE 7

ACCOUNTING AND RECORDS

Section 7.1Books and Records. The books of account for the LLC shall be kept in accordance with the accrual method of accounting used for federal income tax purposes.

Section 7.2Annual Reports. By ninety (90) days after the end of each Fiscal Year (or such earlier date as may be required under the Code), Packaging shall deliver to each Member a report indicating each Member’s share for federal income tax purposes of the LLC’s income, credits and deductions for the immediately preceding Fiscal Year together with all other information concerning the LLC which may be required by the Code from time to time. Packaging shall also cause an annual report of the operation of the LLC to be distributed to the Members within ninety (90) days after the end of each Fiscal Year together with financial statements reflecting the LLC’s operation during such year.

Section 7.3    Tax Returns. Packaging shall prepare all income and other tax returns of the LLC and cause the same to be filed in a timely manner. Packaging shall be the tax matters member (as defined in section 6231(a)(7) of the Code).

ARTICLE 8

TRANSFERS OF INTERESTS; REDEMPTIONS, ETC.

Section 8.1General Transfer Provisions and Restrictions.

(a)Except as expressly provided in this Section, no Member may Transfer all or any portion of its Membership Interest, or any right or interest whatsoever in, with respect to or derived from its Membership Interest or the proceeds thereof, without the consent of the other Member, which consent may be granted or withheld in its sole discretion. Further, any such Transfer requiring the consent of the other Member shall be made only upon such terms and conditions as the other Member shall approve.

(b)Any Transfer of Membership Interests in violation of this Agreement shall be null and void and shall not operate to vest any rights in any Transferee.

(c)All Transfers of Membership Interests shall be by instrument in form and substance satisfactory to both Members. In the case of any Transfer pursuant to Section 8.4 or Section 8.5, the Transferor shall execute and acknowledge all such instruments, in form and substance satisfactory to the other Member, as may be necessary or desirable to effectuate such Transfer.

(d)Every Transferee of any Membership Interest who wishes to participate in the LLC as a Member shall execute a counterpart of this Agreement pursuant to Section 9.1 accepting and adopting all of the terms and provisions of this Agreement, as the same may have been amended from time to time.

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(e)In no event shall the LLC dissolve or terminate upon the admission of any Member to the LLC or upon any permitted Transfer of a Membership Interest by any Member. Each Member hereby waives its right to dissolve, liquidate or terminate the LLC in such event.

Section 8.2Expenses. All expenses of the LLC occasioned by a Transfer permitted by this Section shall be borne by the Member whose Membership Interest is being so Transferred.

Section 8.3Allocations With Respect to Transferor’s Interest. Upon the Transfer pursuant to, this Section of all or any part of a Membership Interest, each item of LLC income (or loss) and deduction allocable to such Membership Interest shall be prorated (as to the Transferred Membership Interest) between the Transferor and Transferee on the basis of the number of days in the taxable year of the LLC preceding (and including) and succeeding, respectively, the date as of which the assignment or other instrument evidencing the Transfer is executed, or, in the case of a Transfer occurring by operation of law upon the death of a Member, the date of death. Gain or loss from the sale or other taxable disposition of a LLC capital asset shall be allocated to the Persons who were Members at the time such gain or loss was recognized by the LLC.

Section 8.4Section 754 Election. Packaging may, in its sole discretion, cause the LLC to elect, pursuant to section 754 of the Code, to adjust the basis of LLC property as provided in sections 734(b) and 743(b) of the Code. Packaging shall be responsible for determining the adjustments required or permitted by said sections of the Code, provided that, in the case of any adjustment required or permitted under section 743(b) of the Code, the Transferee Member or Members shall be solely responsible for determining the adjustments required thereunder unless such Member or Members provide Packaging with all the information necessary for Packaging to determine the adjustments. If any adjustments to the basis of LLC property are made pursuant to section 732(d), 734(b) or 743(b), the capital accounts of the Member shall be adjusted as specified in Treas. Reg. § 1.704-1 (b) (2) (iv) (m).

ARTICLE 9

DISSOLUTION AND WINDING UP OF THE LIMITED LIABILITY COMPANY

Section 9.1Events of Dissolution. The occurrence of any of the following shall constitute an event of dissolution of the LLC (an “Event of Dissolution”):

(a)the expiration of the term of the LLC as provided in Section 1.6 above;

(b)subject to Section 9.2 below, the resignation, withdrawal, or dissolution of either Member or the occurrence of an Event of Bankruptcy of either Member, which is not, in the case of an involuntary Event of Bankruptcy, discharged or stayed within one hundred and twenty (120) days of occurrence;

(c)the acquisition by a single Person of all of the Membership Interests;

(d)the issuance of a decree of dissolution by a court of competent jurisdiction pursuant to the Act; or

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(e)as otherwise required by the Act.

Section 9.2Effect of Dissolution. Upon the occurrence of an Event of Dissolution, the LLC shall not terminate but shall, continue solely for the purposes of winding up its business and liquidating in accordance with this Article 9 all of its assets and collecting the proceeds from such sales and liquidations at which time the LLC shall be wound up. After the occurrence of an Event of Dissolution the LLC shall engage in no further business other than as necessary to operate on an interim basis and for the LLC to collect its receivables, liquidate its assets and pay or discharge its liabilities in accordance with this Article 10.

Section 9.3Sale of Assets by Liquidator.

(a)Upon dissolution of the LLC, Packaging shall, as “Liquidator,” proceed to wind up the affairs of the LLC and distribute its assets in accordance with this Article 9, unless Packaging is unable or unwilling to serve as Liquidator, in which case Sub GP shall serve as Liquidator. If the Liquidator shall determine that an immediate sale of part or all of the LLC’s assets would cause undue loss to the Members, then the Liquidator, in order to avoid or lessen such loss, may either (i) defer liquidation of, and withhold from such distribution for a reasonable time, any assets of the LLC, except those necessary to satisfy LLC debts and obligations, or (ii) distribute the assets to the Members or their assigns in kind in the manner set forth in this Section 9.3.

(b)Upon dissolution of the LLC, the Liquidator shall cause a final accounting to be made by an independent accountant and, upon termination and subject to due provision for the payment of all the expenses of the liquidation and all other debts and obligations of the LLC:

(i)Any or all non-cash assets of the LLC may be sold by public or private sale, at the discretion of and on terms set by the Liquidator, at which any Member or any Affiliate of a Member may bid for such assets; and

(ii)Following the sale, if any, of non-cash assets, LLC cash shall be distributed to the Members in accordance with Section 3.2.

(c)If any assets of the LLC are to be distributed in kind, such assets shall be distributed on the basis of the Fair Market Value thereof as of the date of distribution. A Member entitled to an interest in such distributed assets shall receive such interest therein as a tenant-in-common with the other Members so entitled. In the event of such liquidation in kind, a distributee Member shall not thereafter sell or otherwise transfer or dispose of any interest in any assets so distributed which it holds as a tenant-in-common without first offering such interest in writing to the other tenants-in-common upon the same terms and conditions and for the same price as such proposed sale or transfer. The other tenants-in-common shall have 30 days after the receipt of such offer within which to accept the same and shall have the right to acquire such interest in proportion to their Membership Interest formerly held in the LLC. If the other tenants-in-common shall fail to accept such offer within such period of time, such distributee Member shall be free to sell the interest in said assets upon the terms and conditions described in the offer disclosed to the other tenants-in-common.

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(d)The Members specifically intend and agree that any distribution under this Section 9.3 shall confer upon the distributee the actual economic ownership and equitable title to all such assets distributed. If the title or form of ownership by which any LLC asset is held is different from that necessary to fully accomplish the foregoing intent, then all Members agree to execute and deliver such deeds, bills of sale and other documents, and to take such other steps, as may be necessary or appropriate to secure to each Member the full economic ownership and title in such asset to which such Member is so entitled hereunder.

(e)The liquidation of the LLC shall be final when all of the LLC’s assets have been collected and applied to the LLC’s obligations and its remaining assets, if any, have been distributed to the Members in accordance with this Agreement.

Section 9.4Time Limitations on Liquidating Distributions. Nothing in this Article 9 shall be construed to extend the time period prescribed under Section 3.2 above and Treas. Reg. §1.704-1 (b) (2)(ii)(b) for making liquidating distributions of the LLC’s assets. If the Liquidator deems it impracticable to cause the LLC to make distributions of the liquidating proceeds to the Members within the time period described under Treas. Reg. §1.704-1 (b) (2)(ii)(b), the Liquidator may make any arrangement that is considered for federal income tax purposes to effectuate liquidating distributions of all of the LLC’s assets to the Members within the time period prescribed in such regulation and that will permit the sale of the non-cash assets considered so distributed in a manner that gives effect, to the extent possible, to the intent of the preceding provisions of this Article 9.

ARTICLE 10

GENERAL PROVISIONS

Section 10.1 Separability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 10.2 Assignment and Benefit. This Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective permitted successors and assigns. This Agreement and the rights and obligations set forth herein may not be assigned or delegated by any party without the written consent of each other party hereto, except as provided herein. Nothing in this Agreement shall be deemed to create any right in any person not a party hereto (other than the permitted successors and assigns of a party hereto) and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party.

Section 10.3  Indemnification and Contribution. The LLC 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 LLC. The foregoing obligation of the LLC shall be satisfied only out of the assets

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of the LLC and under no circumstances shall any recourse be7 available against any Member or the assets of any Member with respect thereto.

Section 10.4Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original; and any person may become a party hereto by executing a counterpart hereof, but all of such counterparts together shall be deemed to be one and the same instrument. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

Section 10.5Governing Law. This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the internal laws of the State of Delaware (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.

Section 10.6 Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context require. Any reference to the Code, Act or other statutes or laws shall include all amendments, modifications or replacements of the specific sections and provisions concerned.

Section 10.7Further Assurances. The Members hereto agree that they will execute and deliver, or cause to be delivered, all such instruments, and will take all such other actions, as may be reasonably required from time to time in order to effectuate the provisions and purposes hereof.

Section 10.8References to Agreement. Numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement unless otherwise expressly stated. The words “herein,” “hereof,” “hereunder,” “this Agreement” and other similar references shall be construed to mean and include this Operating Agreement and all amendments and supplements thereto unless the context shall clearly indicate or require otherwise.

Section 10.9Complete Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the Members with respect to the matters to which it relates. It supersedes all prior written and oral statements and no representation, statement, covenant, condition or warranty not contained in this Agreement shall be binding on the Members or have any force or effect whatsoever.

Section 10.10 Estoppels. Each Member shall, upon not less than fifteen (15) days written notice from any Member, execute and deliver to such other Member a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to such Member’s knowledge, any uncured defaults on the part of the other Member, specifying such defaults if any are claimed. Any such statement may be relied upon by third parties.

Section 10.11 Reliance on Authority of Person Signing Agreement. If a Member is a trust (with or without disclosed beneficiaries), general partnership, limited partnership, joint venture, corporation, or any Entity other than a natural Person, the LLC and the Members shall:

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(a)not be required to determine the authority of the Person signing this Agreement to make any commitment or undertaking on behalf of such Entity or to determine any fact or circumstance bearing upon the existence of the authority of such Entity or to determine any fact or circumstance bearing upon the existence of the authority of such Person;

(b)not be required to see to the application or distribution of proceeds paid or credited to Persons signing this Agreement on behalf of such Entity;

(c)be entitled to rely on the authority of the Person signing this Agreement with respect to the voting of the Membership Interest of such Entity and with respect to the giving of consent on behalf of such Entity in connection with any matter for which consent is permitted or required under this Agreement; and

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(d)be entitled to rely upon the authority of any general partner, joint venturer, trustee, or president or vice president, as the case may be, of any such Entity the same as if such Person were the Person originally signing this Agreement on behalf of such Entity.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on October 17, 2004, effective as of the date and year fast above written.

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 Sub GP LLC
By:	/s/ John E. Hamilton
Name: John E. Hamilton
Title: Vice President, Finance and Administration, Treasurer and
Secretary

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Exhibit A

GRAHAM PACKAGING WEST JORDAN, LLC

GLOSSARY AND INDEX OF DEFINED TERMS

Term	(Definition or Section in which definition appears)
Act:	Section 1.2
Adjusted Fair Market Value:	Section 3.1 (a)
Affiliate:	A Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Person in question and any officer, director, general partner, trustee, employee, or limited partner or stockholder (in either case owning 10% or more of the equity) of the Person in question or such other Person. For purposes of this definition, “control” of an Entity means the power to direct the management of such Entity, whether by ownership, contract or otherwise.
Agreement:	Preamble
Book Value:	With respect to any asset, that asset’s adjusted basis for federal income tax purposes, except that (i) where an asset has been revalued on the books of the LLC, the Book Value of such asset shall be adjusted to reflect such revaluation; (ii) where an asset has been contributed by a Member to the LLC or distributed by the LLC to a Member, its Book Value shall be its fair market value as determined pursuant to the provisions of this Agreement; and (iii) the Book Value of LLC assets shall be adjusted to reflect the Depreciation taken into account with respect to such assets for purposes of determining Gross Income or Gross Deductions.
Capital Account:	Section 3.1
Capital Contribution:	Any amount of cash, property, or services contributed by a Member to the LLC in respect of its equity interest therein in accordance with the Operating Agreement.
Code:	The Internal Revenue Code of 1986, as the same may be amended from time to time. Any reference herein to any section of the Code shall mean and include any and all corresponding provisions of succeeding law.
Controlled Corporation:	Section 6.2(a)

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Depreciation:	For each taxable year, an amount equal to the depreciation, amortization or other cost recovery reduction allowable with respect to an asset for such year or other period, except that if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such taxable year (as a result of the revaluation of such asset or its contribution to the LLC by a Member), Depreciation shall be an amount that bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for such taxable year bears to such beginning adjusted tax basis; provided that if the beginning adjusted tax basis is zero, Depreciation for such taxable year shall be determined with reference to such beginning Book Value using any reasonable method selected by Packaging.
Entity:	Any general partnership, limited partnership, corporation, joint venture, trust, business trust, limited liability company, limited liability partnership, cooperative or association.
Event of Bankruptcy:	As to the LLC or a Member:
	— filing a voluntary petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Bankruptcy Code (as now or in the future amended) or an admission seeking the relief therein provided;
	— making a general assignment for the benefit of its creditors; — consenting to the appointment of a receiver for all or a substantial part of its property;
	— in the case of the filing of an involuntary petition in bankruptcy, an entry of an order for relief;
	— the entry of a court order appointing a receiver or trustee for all or a substantial part of its property without its consent; or
	— the assumption of custody or sequestration by a court of competent jurisdiction of all or substantially all of its property.
Event of Dissolution:	Section 9.1
Fair Market Value:	The value of any contribution to or asset of the LLC, as determined by Packaging in its reasonable discretion, taking into account, inter alia, such relevant factors as appropriate discounts for lack of marketability, blockage, and restrictions on transferability. Without limiting Packaging’s discretion to make such a valuation or requiring that any such appraisal be made, the determination of the Fair Market Value of any asset by Packaging on the basis of the valuation thereof by an independent appraiser

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	shall be deemed a reasonable exercise of such discretion.
Gross Income or Deductions:	Respectively, the LLC’s gross income and gains or gross losses and deductions for a taxable year, as computed for federal income tax purposes (including all items of LLC income, gain, loss, or deduction regardless of whether such items are required to be separately stated under Code section 702(a)), with the following adjustments:
	A.	Any income of the LLC that is exempt from federal income tax and not otherwise taken into account in determining Gross Income shall be added to such Gross Income;
	B.	Any expenditures of the LLC described in Code section 705(a)(2)(B) or treated as section 705(a)(2)(B) expenditures pursuant to Treas. Reg. §1.704-l(b)(2)(iv)(i) and not otherwise taken into account in computing Gross Deductions shall be taken into account in computing such Gross Deductions;
	C.	In any case where, in accordance with Treas. Reg. § 1.704-1(b)(2)(iv)(e) or (f), LLC property is revalued on the books of the LLC to reflect its fair market value, the amount of such upward or downward adjustment (to the extent not previously taken into account) shall be taken into account as gain or loss from a taxable disposition of such property for purposes of computing Gross Income or Gross Deductions;
	D.	Gain or loss resulting from any disposition of LLC property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the Property disposed of, notwithstanding that the adjusted tax basis of such property differs from such Book Value;
	E.	In lieu of the depreciation, amortization and other cost recovery deductions taken into account for federal income tax purposes, Depreciation as defined herein shall be taken into account in computing Gross Deductions; and
	F.	Notwithstanding any other provisions of this definition, Member Nonrecourse Deductions and any other items of income, gain, loss or deduction that are specially allocated pursuant to Section 5.3 to one or more Members shall not be taken into account in computing Gross Income or Gross Deductions.
Hypothetical Capital Account:	A Member’s Capital Account, after giving effect to the following adjustments:

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	A.	Such Capital Account shall be reduced to reflect the items described in clauses (4), (5) and (6) of Treas. Reg. §1.704-l(b)(2)(ii)(d) (provided that any anticipated distribution of the proceeds of a nonrecourse liability shall be offset by an anticipated increase in Minimum Gain, as provided in Treas. Reg. §l.704-2(h)); and
	B.	Such Capital Account shall be increased by any amount such Member is obligated to restore or is treated as being obligated to restore for purposes of Treas. Reg. §1.704-1 (b) (2)(ii)(d), including such Member’s Minimum Gain Share and such Member’s share of Member Minimum Gain.
Liabilities:	All items, except retained earnings and items of Member’s equity and surplus and reserves which are mere segregations of surplus, which would be included on the liability side of the LLC’s balance sheet (as if prepared in accordance with generally accepted accounting principles) as of the date on which Liabilities are to be determined; excluding, however, any reserves for contingent liabilities that would be reflected only in the footnotes to such a balance sheet.
Limited Liability Company (“LLC”):	Preamble.
Liquidator:	Section 9.3
Member(s):	Preamble.
Membership Interest:	The entire ownership interest of a Member in the LLC at any particular time, including the right of such Member to any and all benefits to which a Member may be entitled as provided in this Agreement and in the Act, together with the obligations of such Member to comply with all the terms and provisions of this Agreement and of the Act.
Member Minimum Gain:	An amount determined by computing, with respect to each Member Nonrecourse Debt, the Minimum Gain that would result if such Member Nonrecourse were treated as a nonrecourse liability, determined in accordance with Treas. Reg. §1.704-2(i)(3).
Member Nonrecourse Deductions:	For each taxable year, the LLC deductions (and all other items that would otherwise be included in Gross Deductions) that are attributable to Member Nonrecourse Debt and are characterized as “member nonrecourse deductions” under Treas. Reg. §1.704-2(i)(l).

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EX-3.23

Exhibit 3.23

CERTIFICATE OF INCORPORATION

OF

GRAHAM PACKAGING ACQUISITION CORP.

FIRST:  The name of the Corporation is Graham Packaging Acquisition Corp. (hereinafter the “Corporation”).

SECOND:  The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at that address is The Corporation Trust Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

FOURTH:  The total number of shares of stock which the Corporation shall have authority to issue is 1000 shares of Common Stock, each having a par value of one penny ($0.01).

FIFTH:  The name and mailing address of the Sole Incorporator is as follows:

Name	Address
Lynn Buckley	P.O. Box 636
	Wilmington, DE 19899

SIXTH:  The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(1)  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(2)  The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

(3)  The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation.  Election of directors need not be by written ballot unless the By-Laws so provide.

(4)  No director shall be personally liable to the Corporation or any of 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) pursuant to Section 174 of the GCL or (iv) for any transaction from which the director derived an improper personal benefit.  Any repeal or modification of this Article SIXTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

(5)  In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

SEVENTH:  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 GCL) 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 By-Laws of the Corporation.

EIGHTH:  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.

I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the GCL, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 23^rd day of September, 2004.

/s/ Lynn Buckley

Lynn Buckley

Sole Incorporator

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EX-3.24

Exhibit 3.24

BY-LAWS

OF

GRAHAM PACKAGING ACQUISITION CORP.

A Delaware Corporation

Effective September 23, 2004

TABLE OF CONTENTS

ARTICLE I
OFFICES
Section 1.	Registered Office
Section 2.	Other Offices
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1.	Place of Meetings
Section 2.	Annual Meetings
Section 3.	Special Meetings
Section 4.	Notice
Section 5.	Adjournments
Section 6.	Quorum
Section 7.	Voting
Section 8.	Proxies
Section 9.	Consent of Stockholders in Lieu of Meeting
Section 10.	List of Stockholders Entitled to Vote
Section 11.	Record Date
Section 12.	Stock Ledger
Section 13.	Conduct of Meetings
ARTICLE III
DIRECTORS
Section 1.	Number and Election of Directors
Section 2.	Vacancies
Section 3.	Duties and Powers
Section 4.	Meetings
Section 5.	Organization
Section 6.	Resignations and Removals of Directors
Section 7.	Quorum
Section 8.	Actions of the Board by Written Consent
Section 9.	Meetings by Means of Conference Telephone
Section 10.	Committees
Section 11.	Compensation
Section 12.	Interested Directors

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ARTICLE IV
OFFICERS
Section 1.	General
Section 2.	Election
Section 3.	Voting Securities Owned by the Corporation
Section 4.	Chairman of the Board of Directors
Section 5.	President
Section 6.	Vice Presidents
Section 7.	Secretary
Section 8.	Treasurer
Section 9.	Assistant Secretaries
Section 10.	Assistant Treasurers
Section 11.	Other Officers
ARTICLE V
STOCK
Section 1.	Form of Certificates
Section 2.	Signatures
Section 3.	Lost Certificates
Section 4.	Transfers
Section 5.	Dividend Record Date
Section 6.	Record Owners
Section 7.	Transfer and Registry Agents
ARTICLE VI
NOTICES
Section 1.	Notices
Section 2.	Waivers of Notice
ARTICLE VII
GENERAL PROVISIONS
Section 1.	Dividends
Section 2.	Disbursements
Section 3.	Fiscal Year
Section 4.	Corporate Seal

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ARTICLE VIII
INDEMNIFICATION
Section 1.	Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation
Section 2.	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation
Section 3.	Authorization of Indemnification
Section 4.	Good Faith Defined
Section 5.	Indemnification by a Court
Section 6.	Expenses Payable in Advance
Section 7.	Nonexclusivity of Indemnification and Advancement of Expenses
Section 8.	Insurance
Section 9.	Certain Definitions
Section 10.	Survival of Indemnification and Advancement of Expenses
Section 11.	Limitation on Indemnification
Section 12.	Indemnification of Employees and Agents
ARTICLE IX
AMENDMENTS
Section 1.	Amendments
Section 2.	Entire Board of Directors

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BY-LAWS

OF

GRAHAM PACKAGING ACQUISITION CORP.

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1.               Registered Office.  The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.               Other Offices.  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.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.               Place of Meetings.  Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors.  The Board of Directors may, in its sole discretion, determine that a meeting of the stockholders shall not be held at any place, but may

instead be held solely by means of remote communication in the manner authorized by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.               Annual Meetings.  The Annual Meeting of Stockholders for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board of Directors.  Any other proper business may be transacted at the Annual Meeting of Stockholders.

Section 3.               Special Meetings.  Unless otherwise required by law or by the certificate of incorporation of the Corporation, as amended and restated from time to time (the “Certificate of Incorporation”), Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman, if there be one, or (ii) the President, (iii) any Vice President, if there be one, (iv) the Secretary or (v) any Assistant Secretary, if there be one, and shall be called by any such officer at the request in writing of (i) the Board of Directors, (ii) a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority include the power to call such meetings or (iii) stockholders owning a majority of the capital stock of the Corporation issued and outstanding and entitled to vote.  Such request shall state the purpose or purposes of the proposed meeting.  At a Special Meeting of Stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).

Section 4.               Notice.  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be

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given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called.  Unless otherwise required by law, written notice of any meeting 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 notice of and to vote at such meeting.

Section 5.               Adjournments.  Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  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, notice of the adjourned meeting in accordance with the requirements of Section 4 hereof shall be given to each stockholder of record entitled to notice of and to vote at the meeting.

Section 6.               Quorum.  Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of a majority of the Corporation’s

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capital 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.  A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum.  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, in the manner provided in Section 5 hereof, until a quorum shall be present or represented.

Section 7.               Voting.  Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, any question brought before any meeting of the stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the total number of votes of the Corporation’s capital stock represented and entitled to vote thereat, voting as a single class.  Unless otherwise provided in the Certificate of Incorporation, and subject to Section 11(a) of this Article II, each stockholder represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder.  Such votes may be cast in person or by proxy as provided in Section 8 of this Article II.  The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

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Section 8.               Proxies.  Each stockholder entitled to vote at a meeting of the stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three years from its date, unless such proxy provides for a longer period.  Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

(i)            A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy.  Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(ii)           A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic

5

transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder.  If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 9.               Consent of Stockholders in Lieu of Meeting.  Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents 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 and shall be delivered to

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the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section 9 to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded.  A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 9, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (ii) the date on which such stockholder or proxyholder or authorized

7

person or persons transmitted such telegram, cablegram or electronic transmission.  The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed.  No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded.  Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.  Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors of the Corporation.  Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be

8

given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided above in this Section 9.

Section 10.             List of Stockholders Entitled to Vote.  The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of the 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 (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation.  In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation.  If the meeting is to be held at a place, then the list shall 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

9

present.  If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 11.Record Date.

(a)           In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of the 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.

(b)           In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of

10

Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 12.             Stock Ledger.  The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the

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stock ledger, the list required by Section 10 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

Section 13.             Conduct of Meetings.  The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of any meeting of the stockholders as it shall deem appropriate.  Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting.  Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following:  (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.

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ARTICLE III

DIRECTORS

Section 1.               Number and Election of Directors.  The Board of Directors shall consist of not less than one nor more than fifteen members, the exact number of which shall initially be fixed by the Incorporator and thereafter from time to time by the Board of Directors.  Except as provided in Section 2 of this Article III, directors shall be elected by a plurality of the votes cast at each Annual Meeting of Stockholders and each director so elected shall hold office until the next Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal.  Directors need not be stockholders.

Section 2.               Vacancies.  Unless otherwise required by law or the Certificate of Incorporation, vacancies arising through death, resignation, removal, an increase in the number of directors or otherwise may be filled only by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.

Section 3.               Duties and Powers.  The business and affairs 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

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and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

Section 4.               Meetings.  The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware.  Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors.  Special meetings of the Board of Directors may be called by the Chairman, if there be one, the President, or by any director.  Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, telegram or electronic means on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5.               Organization.  At each meeting of the Board of Directors, the Chairman of the Board of Directors, or, in his or her absence, a director chosen by a majority of the directors present, shall act as chairman.  The Secretary of the Corporation shall act as secretary at each meeting of the Board of Directors.  In case the Secretary shall be absent from any meeting of the Board of Directors, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the

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Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 6.               Resignations and Removals of Directors.  Any director of the Corporation may resign at any time, by giving notice in writing or by electronic transmission to the Chairman of the Board of Directors, the President, or the Secretary of the Corporation.  Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective.  Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board of Directors may be removed from office at any time by the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors.

Section 7.               Quorum.  Except as otherwise required by law or the Certificate of Incorporation, at all meetings of the Board of Directors, a majority of the entire Board 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.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the

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meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 8.               Actions of the Board by Written Consent.  Unless otherwise provided in 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 the members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 9.               Meetings by Means of Conference Telephone.  Unless otherwise provided in the Certificate of Incorporation or these By-Laws, members of the Board of Directors of the Corporation, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 9 shall constitute presence in person at such meeting.

Section 10.             Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board of Directors may designate one or more directors as

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alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee.  In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member.  Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.  Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 11.             Compensation.  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 for service as director, payable in cash or securities.  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 service as committee members.

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Section 12.             Interested Directors.  No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

Section 1.               General.  The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer.  The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers.  Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws.  The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Section 2.               Election.  The Board of Directors, at its first meeting held after each Annual Meeting of Stockholders (or action by written consent of stockholders in lieu of the Annual Meeting of Stockholders), shall elect the officers of the Corporation 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 of Directors; and each officer of the Corporation shall hold office until such officer’s successor is elected and qualified, or until such officer’s earlier death, resignation or removal.  Any officer elected by the Board of Directors may be removed at any time by the Board of Directors.  Any vacancy occurring in any office

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of the Corporation shall be filled by the Board of Directors.  The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 3.               Voting Securities Owned by the Corporation.  Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present.  The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4.               Chairman of the Board of Directors.  The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors.  The Chairman of the Board of Directors shall be the Chief Executive Officer of the Corporation, unless the Board of Directors designates the President as the Chief Executive Officer, and, except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts,

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certificates and other instruments of the Corporation which may be authorized by the Board of Directors.  During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President.  The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by these By-Laws or by the Board of Directors.

Section 5.               President.  The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.  The President shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President.  In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and, provided the President is also a director, the Board of Directors.  If there be no Chairman of the Board of Directors, or if the Board of Directors shall otherwise designate, the President shall be the Chief Executive Officer of the Corporation.  The President shall also perform

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such other duties and may exercise such other powers as may from time to time be assigned to such officer by these By-Laws or by the Board of Directors.

Section 6.               Vice Presidents.  At the request of the President or in the President’s absence or in the event of the President’s inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President, or the Vice Presidents if there are more than one (in the order designated by the Board of Directors), 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.  Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe.  If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, 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.

Section 7.               Secretary.  The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Directors when required.  The Secretary 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

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other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors or the President, under whose supervision the Secretary shall be.  If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given.  The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any 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 to the affixing by such officer’s signature.  The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 8.               Treasurer.  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.  The Treasurer 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

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President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation.  If required by the Board of Directors, the Treasurer shall give the Corporation a bond 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 the office of the Treasurer and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

Section 9.               Assistant Secretaries.  Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 10.             Assistant Treasurers.  Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties of the Treasurer,

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and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.  If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond 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 the office of Assistant Treasurer and for the restoration to the Corporation, in case of the Assistant Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer’s possession or under the Assistant Treasurer’s control belonging to the Corporation.

Section 11.             Other Officers.  Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors.  The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

Section 1.               Form of Certificates.  Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation (i) by the Chairman of the Board of Directors, or the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an

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Assistant Secretary of the Corporation, certifying the number of shares owned by such stockholder in the Corporation.

Section 2.               Signatures.  Any or all of the signatures on a certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 3.               Lost Certificates.  The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate, 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 such owner’s legal representative, to advertise the same in such manner as the Board of Directors 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 on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate.

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Section 4.               Transfers.  Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these By-Laws.  Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; provided, however, that such surrender and endorsement or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement.  Every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof.  No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 5.               Dividend Record Date.  In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.  If no record date is fixed, the record date for determining stockholders

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for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 6.               Record Owners.  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 required by law.

Section 7.               Transfer and Registry Agents.  The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

ARTICLE VI

NOTICES

Section 1.               Notices.  Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such

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notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under applicable law, the Certificate of Incorporation or these By-Laws shall be effective if given by a form of electronic transmission if consented to by the stockholder to whom the notice is given.  Any such consent shall be revocable by the stockholder by written notice to the Corporation.  Any such consent shall be deemed to be revoked if (i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices by the Corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.  Notice given by electronic transmission, as described above, shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder.  Notice to directors or committee

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members may be given personally or by telegram, telex, cable or by means of electronic transmission.

Section 2.               Waivers of Notice.  Whenever any notice is required by applicable law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, or a waiver by electronic transmission by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto.  Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any Annual or Special Meeting of Stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these By-Laws.

ARTICLE VII

GENERAL PROVISIONS

Section 1.               Dividends.  Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the provisions of the

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Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting of the Board of Directors (or any action by written consent in lieu thereof in accordance with Section 8 of Article III hereof), and may be paid in cash, in property, or in shares of the Corporation’s capital stock.  Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2.               Disbursements.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3.               Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4.               Corporate Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

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ARTICLE VIII

INDEMNIFICATION

Section 1.               Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation.  Subject to Section 3 of this Article VIII, 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

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respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 2.               Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation.  Subject to Section 3 of this Article VIII, 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.

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Section 3.             Authorization of Indemnification.  Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.  Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders.  Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation.  To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

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Section 4.               Good Faith Defined.  For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have 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, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise.  The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.

Section 5.               Indemnification by a Court.  Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent

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otherwise permissible under Section 1 or Section 2 of this Article VIII.  The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.  Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct.  Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application.  If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6.               Expenses Payable in Advance.  Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII.  Such expenses (including attorneys’ fees) incurred by former directors and officers or other

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employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 7.               Nonexclusivity of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 and Section 2 of this Article VIII shall be made to the fullest extent permitted by law.  The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

Section 8.               Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who 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 any liability asserted against such person and incurred by such person in any such capacity, or

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arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

Section 9.               Certain Definitions.  For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.  The term “another enterprise” as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent.  For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee

38

or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

Section 10.             Survival of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11.             Limitation on Indemnification.  Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article VIII), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

39

Section 12.             Indemnification of Employees and Agents.  The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

Section 1.               Amendments.  These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors; provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of the stockholders or Board of Directors, as the case may be.  All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 2.               Entire Board of Directors.  As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

* * *

40

Adopted as of: September 23, 2004

41

EX-3.25

Exhibit 3.25

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

OWENS-BROCKWAY PLASTIC PRODUCTS INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

Owens-Brockway Plastic Products Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:

FIRST:  Article FIRST of the Corporation’s Restated Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

FIRST:  The name of the Corporation is Graham Packaging Plastic Products Inc.

SECOND:  The foregoing amendment was duly adopted in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed in its corporate name this 12th day of October 2004.

OWENS-BROCKWAY PLASTIC
PRODUCTS INC.
By:	/s/ John E. Hamilton
Name:	John E. Hamilton
Title:	Chief Financial Officer &
	Secretary

ETHYL DEVELOPMENT CORPORATION

RESTATED CERTIFICATE OF INCORPORATION

ETHYL DEVELOPMENT 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 corporation was originally incorporated under the name of Trans-Plast Corporation and the original Certificate of Incorporation was filed with the Secretary of State of Delaware on June 15, 1960.

SECOND: That the Board of Directors of said Ethyl Development Corporation, by the unanimous consent of itsmembers, a copy of which is filed with the minutes of the board, adopted resolutions proposing and declaring advisable restating the Certificate of Incorporation of said corporation to read as set forth in Exhibit A attached hereto, and directing that such amendment be submitted to the Corporation’s only stockholder for its written consent.

THIRD: That the said amendment has been consented to and authorized by the holder of all the issued and outstanding stock, by a written consent given in accordance with the provisions of Section 228 of the General Corporation Law of

1

Delaware, a copy ofwhich is filed with the Corporation’s records.

FOURTH:  That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and Section 245 of the General Corporation Law of Delaware.

FIFTH:  That the capital of said corporation will not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, ETHYL DEVELOPMENT CORPORATION has caused its corporate seal to be affixed hereunto and this certificate to be executed by its officers thereunto duly authorized this January 23, 1970.

[SEAL]

ATTEST:		ETHYL DEVELOPMENT CORPORATION
By:	/s/ F. P. Warne	By:	/s/ B. C. Gottwald
	F. P. Warne		B. C. Gottwald
	Secretary		Executive Vice President

2

EXHIBIT A

RESTATED CERTIFICATE OF INCORPORATION

OF

ETHYL DEVELOPMENT CORPORATION

FIRST.The name of the corporation is

ETHYL DEVELOPMENT CORPORATION.

SECOND.Its registered office in the State of Delaware is located at No. 100 West Tenth Street, in the City of Wilmington, county of New Castle. The name and address of its agent is The Corporation Trust Company, No. 100 West Tenth Street, Wilmington 99, Delaware.

THIRD.The nature of the business or purposes to be conducted or promoted are:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH.The total number of shares of stock which the corporation shall have authority to issue is

Three Hundred Thousand (300,000) shares of Common Stock without par value.

FIFTH.Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction

3

within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions ofSection 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

4

SIXTH.In the absence of fraud, no contract or other transaction between this corporation and any other corporation or any partnership or association shall be affected or invalidated by the fact that any director or officer of this corporation is pecuniarily or otherwise interested in or is a director, member or officer of such other corporation or of such firm, association or partnership or is a party to or is pecuniarily or otherwise interested in such contract or other transaction or in any way connected with any person or persons, firm, association, partnership or corporation pecuniarily or otherwise interested therein; any director may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this corporation for the purpose of authorizing any such contract or transaction with like force and effect as if he were not so interested, or were not a director, member or officer of such other corporation, firm, association or partnership.

SEVENTH.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 is or was a director, officer, employee or agent of the corporation, or is or was serving

5

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 such action, suit or proceeding to the full extent now or hereafter permitted by the General Corporation Law of Delaware.

EIGHTH.Every stockholder entitled to vote at any election for directors shall have the right to cumulate his votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which his shares are entitled, or to distribute his votes on the same principle among as many candidates as he shall think fit. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected.

6

CERTIFICATE OF REDUCTION OF CAPITAL

OF

ETHYL DEVELOPMENT CORPORATION

STATE OF VIRGINIA,

CITY OF RICHMOND, to-wit:

I, MARY D. SHEPPARD, a Notary Public in and for the City and State aforesaid, do hereby certify that B. C. Gottwald, Executive Vice President of ETHYL DEVELOPMENT CORPORATION a corporation of the State of Delaware, the corporation described in and which executed the foregoing certificate, known to me personally to be such, and he, the said B. C. Gottwald, as such Executive Vice President, duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation, that the facts stated therein are true; that the signatures of the said Executive Vice President and Secretary of said corporation to said foregoing certificate are in the handwriting of the said Executive Vice President and Secretary of said corporation, respectively, and that the seal affixed to said certificate is the corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this January 23, 1970.

/s/ Mary D. Sheppard

Notary Public

[SEAL]

My Commission expires  10/31/71.

7

CERTIFICATE OF REDUCTION

OF CAPITAL

** ** ** **

ETHYL DEVELOPMENT CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST:  That at a meeting of the Board of Directors of ETHYL DEVELOPMENT CORPORATION on June 16, 1967, resolutions were duly adopted setting forth a proposed reduction of the capital of said corporation in the manner and to the extent hereinafter set forth and calling a meeting of the stockholders having voting power for the consideration thereof.

SECOND:  That thereafter at a special meeting of the stock-holders of said corporation on June 27,1967, called upon not less than ten nor more than fifty days’ notice, given in accordance with the by-laws thereof, for the purpose of voting upon the question of reducing its capital, a resolution was duly adopted by the holders of record of a majority of the outstanding shares of stock of the corporation having voting power,  to reduce the capital of the corporation by the amount of One Million Nine Hundred Sixty-one Thousand Three Hundred Ninety-seven Dollars ($1,961,397.00) in the following manner: by retiring shares owned by the corporation.

THIRD:  That the assets of the corporation remaining after such reduction are sufficient to pay any debts, the payment of which has not been otherwise provided for.

FOURTH:  That this certificate of Reduction of Capital shall be effective for accounting and other administrative purposes on July 24, 1967, immediately preceding the execution of the Certificate of Amendment ofCertificate of Incorporation, by which the authorized capital stock of the corporation was stated to be 300,000 shares of Common Stock without par value.

1

IN WITNESS WHEREOF, said ETHYL DEVELOPMENT CORPORATION has caused its corporate seal to be hereunto affixed and this certificate to be signed by B. C. Gottwald its Executive Vice President and attested by F.  P. Warne,  its Secretary this 5^thday of August, 1970.

		ETHYL DEVELOPMENT CORPORATION
		By:
			/s/ B. C. Gottwald
			B. C. Gottwald
			Executive
			Vice President
[SEAL]
(CORPORATE SEAL)
ATTEST:
By:	/s/ F. P. Warne
	F. P. Warne
	Secretary

2

STATE OF VIRGINIA	)
	)   ss:
CITY OF RICHMOND	)

BE IT REMEMBERED that on this 5th day of August, 1970, personally came before me, a Notary Public in and for the City and State aforesaid, B. C. Gottwald Executive Vice President of ETHYL DEVELOPMENT CORPORATION, a corporation of the State of Delaware, and he duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation and the facts stated therein are true; and that the seal affixed to said certificate and attested by the Secretary of said corporation is the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid.

	/s/ Joyce G. Heflin
		Notary Public
		My Commission Expires July 13, 1972
[SEAL]
(SEAL)

3

CERTIFICATE OF OWNERSHIP

OF

ETHYL DEVELOPMENT CORPORATION (DEL.)

MERGING

ETHYL NETHERLANDS, INC. (VA.)

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

Ethyl Netherlands, Inc.

INTO

Ethyl Development Corporation

Ethyl Development Corporation, a corporation organized and existing under the laws of Delaware.

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 15th day of June, 1960, pursuant to the General Corporation Law of the State of Delaware.

SECOND:  That this corporation owns all of the outstanding shares of the stock of Ethyl Netherlands, Inc., a corporation incorporated on 10th day of October, 1967, pursuant to the Stock Corporation Act Law of the State of Virginia.

THIRD:  That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the board on the 24th day of March, 1971, determined to and did merge into itself said Ethyl Netherlands, Inc:

RESOLVED, that Ethyl Development Corporation merge, and it hereby does merge into itself said Ethyl Netherlands, Inc., and assumes all of its obligations; and further

RESOLVED, that the merger shall be effective upon the date of filing with the Secretary of State of Delaware; and further

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

*  *  *  *  *

ETHYL DEVELOPMENT CORPORATION, a corporation organized and existing under 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, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of ETHYL DEVELOPMENT CORPORATION

be amended by changing Article 1 thereof so that, as amended, said Article shall be and read

as follows: “The name of the corporation is:  Brockway Imco, Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous 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 section 242 and 228 of the General Law of the State of Delaware.

IN WITNESS WHEREOF, said ETHYL DEVELOPMENT CORPORATION has caused this certificate to be signed by G. Stecker its Vice President and attested by P. R. Burnaman, its Secretary, this 1st day of June, 1984.

		ETHYL DEVELOPMENT CORPORATION
		By	/s/ G. Stecker
			G. Stecker
			Vice President
Attest:
By	/s/ P. R. Burnaman
	P. R. Burnaman
	Secretary

RESOLVED, that the proper officers of this corporation be and they hereby are directed to make and execute, under the corporate seal of this corporation, a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said Ethyl Netherlands, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State of Delaware and a certified copy in the office of the Recorder of Deeds of New Castle County, Delaware, and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger.

IN WITNESS WHEREOF, said Ethyl Development Corporation has caused its corporate seal to be hereunto affixed and this certificate to be signed by F. D. Gottwald, Jr., its President, and attested by Frederick P. Warne, its Secretary, this 1st day of April, 1971.

		ETHYL DEVELOPMENT CORPORATION
[SEAL]
(CORPORATE SEAL)
		By:	/s/ F. D. Gottwald, Jr.
			President
ATTEST:
By:	/s/ Frederick. P. Warne
	Secretary

2

STATE OF VIRGINIA	)
	)   ss:
CITY OF RICHMOND	)

BE IT REMEMBERED that on this 1st day of April 1971, personally came before me, a Notary Public in and for the City and State aforesaid, F. D. Gottwald, Jr., President of Ethyl Development Corporation, a corporation of the State of Delaware, and he duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation and the facts stated therein are true; and that the seal affixed to said certificate and attested by the Secretary of said corporation is the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid.

	/s/ Jane C. Coty
[SEAL]	Notary Public
(SEAL)	My commission expires:
	November 5, 1972

3

CERTIFICATE OF MERGER

OF

BROCKWAY PLASTICS, INC., A FOREIGN CORPORATION,

INTO

BROCKWAY IMCO, INC., A DOMESTIC CORPORATION

BROCKWAY IMCO, INC., the undersigned corporation, does hereby certify:

FIRST:  That the name and state of incorporation of each of the constituent corporations to this merger is as follows:

NAME	STATE OF INCORPORATION
Brockway Imco, Inc.		Delaware
Brockway Plastics, Inc.		Tennessee

SECOND:  That the laws of the state under which Brockway Plastics, Inc. is organized permits such merger.

THIRD:  That the attached Agreement and Plan of Merger, dated June 25, 1985, has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252(c) of the General Corporation Law of the State of Delaware.

FOURTH:  That the name of the surviving corporation of the merger is Brockway Imco, Inc., which shall herewith be changed to Brockway Plastics, Inc., a Delaware corporation.

FIFTH:  That the following is the only amendment effected by this merger to the Restated Certificate of Incorporation of Brockway

[ILLEGIBLE] Delaware corporation, the surviving corporation, which [ILLEGIBLE] Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 28, 1970 and amended by a Certificate of Amendment, dated June 1, 1984 and filed on June 4, 1984:

“FIRST:  The name of the corporation is
BROCKWAY PLASTICS, INC.”

SIXTH:  That Brockway, Inc. (NY), the sole stockholder of each constituent corporation, has consented to this merger and has been given an executed counterpart of the Agreement and Plan of Merger.

SEVENTH:  That the authorized capital stock of each foreign corporation which is a party to the merger is as follows:

Corporation	Class	Number of Shares	Par Value
Brockway Plastics, Inc.	Common	2,000	None

EIGHTH:  That, in accordance with the Agreement and Plan of Merger, the merger shall become effective on (i) the close of business on the last date on which a certificate or articles of merger shall be filed with the Offices of Secretary of State of the States of Delaware and Tennessee; or (ii) June 30, 1985, whichever occurs later.

NINTH:  That, the executed agreement of merger is on file at the principal place of business of the surviving corporation: Brockway Plastics, Inc., 701 E. Byrd Street, Richmond, Virginia 23218.

TENTH:  That a copy of the agreement of merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

ATTEST:	BROCKWAY IMCO, INC.
/s/ P. R. Burnaman	By	/s/ William E. Kelleher, Jr.
Secretary		Vice President

2

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated June 25, 1985, pursuant to Section 252 of the General Corporation Law of the State of Delaware and Section 48-906 of the Tennessee General Corporation Act, is entered into by and between BROCKWAY IMCO, INC., a Delaware corporation (herein called “Imco”), and BROCKWAY PLASTICS, INC., a Tennessee corporation (herein called “Plastics”).

W I T N E S S E T H   T H A T:

WHEREAS, the authorized capital stock of Imco consists of 300,000 shares of Common Stock, no par value, (herein called “Imco Common”), 300,000 shares of which are now issued and outstanding; and

WHEREAS, the authorized capital stock of Plastics consists of 2,000 shares of Common Stock, no par value, (herein called “Plastics Common”), 200 shares of which are now issued and outstanding; and

WHEREAS, the respective Boards of Directors of Imco and Plastics have recommended that Plastics be merged into Imco upon the terms and conditions herein set forth and have accordingly recommended to the shareholders of each corporation that this Agreement and Plan of Merger be approved; and

WHEREAS, the shareholders of Imco and Plastics, by their unanimous consents, datedJune 25, 1985, have approved this Agreement and Plan of Merger.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants hereinafter contained, the parties hereto, intending to belegally bound hereby, agree as follows:

1.     Plastics shall, upon and subject to the terms and conditions set forth herein, be merged into Imco, which shall be the Surviving Corporation and which shall continue its corporate existence under the laws of the State of Delaware, and the separate existence of Plastics shall cease. Immediately upon the merger becoming effective, the name of the Surviving Corporation shall be changed to “Brockway Plastics, Inc.”

2.     The time that the merger shall become effective shall be (i) the close of business on the last date on which a certificate or articles of merger, including this Agreement and Plan of Merger, shall be filed with the Offices of Secretary of State of the States of Delaware and Tennessee, or (ii) June 30, 1985, whichever occurs later.  For accounting and tax purposes, the merger shall be deemed effective as of the close of business on June 30, 1985.

3.     The Restated Certificate of Incorporation of Imco, as filed in the Office of the Secretary of State of the State of

2

Delaware, as previously amended and as amended to reflect the name change of the Surviving Corporation in accordance with Paragraph 1 hereof, shall constitute, from and after the effective date of the merger and until further amended as provided by law, the Restated Certificate of Incorporation of the Surviving Corporation.

4.     The Bylaws of Imco as in effect immediately prior to the time the merger becomes effective, shall be the Bylaws of the Surviving Corporation until the same shall thereafter be altered, amended or repealed in accordance with law.

5.     The officers and directors of Imco immediately prior to the time the merger becomes effective shall be the officers and directors of the Surviving Corporation until their successors are duly elected and qualify.

6.     Upon the merger becoming effective, Plastics shall be merged into Imco, the separate existence of Plastics shall cease, and Imco shall continue in existence and, without other transfer, shall succeed to and possess all of the properties, rights, privileges, patents, trademarks, licenses, immunities, powers, purposes and franchises, as well of a public as of a private nature, and shall be subject to all of the obligations, restrictions, disabilities and duties, of both Imco and Plastics, all without further act or deed, as provided by the General Corporation Law of Delaware and the General Corporation Act of Tennessee.  If at any time Imco shall consider or be

3

advised that any further assignments, conveyances or assurances in law are necessary or desirable to carry out the provisions hereof, the proper officers and directors of Plastics as of the time the merger becomes effective shall execute and deliver any and all proper deeds, assignments and assurances in law and do all things necessary or proper to carry out the provisions hereof.

7.     The terms of the merger, the mode of carrying the same into effect and the manner of surrender of the certificates evidencing the outstanding shares of Plastics shall be as follows:

(i)Each share of Imco Common which is issued and outstanding at the time the merger becomes effective shall continue to be and represent the same number of shares of Common Stock, no par value, of the Surviving Corporation.  Upon the merger becoming effective and the Certificate of Incorporation being amended to reflect the name change of the Surviving Corporation as provided in Paragraph 1 hereof, the shareholders of the Surviving Corporation Common shall surrender the certificates representing the issued and outstanding shares of Imco to the Surviving Corporation, which shall immediately thereafter reissue new certificates representing the same number of shares but reflecting the change of name of the Surviving Corporation to Brockway Plastics, Inc.

4

(ii)Each share of Plastics Common which is issued and outstanding at the time the merger becomes effective shall be cancelled and the shareholders of Plastics Common shall surrender the certificates representing the issued andoutstanding shares of Plastics to Imco for cancellation.

8.Imco and Plastics, by consent of a majority of their respective Boards of Directors, may amend, modify or supplement this Agreement and Plan of Merger in such manner as may be agreed upon by them in writing, at any time prior to the filing of this Agreement and Plan of Merger with the Office of Secretary of State of the State of Delaware or Tennessee; provided, however, that any amendment subsequent to the adoption of this Agreement and Plan by the shareholders of any constituent corporation shall not (1) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for or on conversion of all or any of the shares of any class or series thereof of such constituent corporation, (2) alter or change any term of the Certificate of Incorporation of the Surviving Corporation to be effected by the merger, or (3) alter or change any of the terms and conditions of this Agreement and Plan if such alteration or change would adversely affect the holders of any class or series thereof of such constituent corporation.

9.This instrument contains the entire agreement between the parties hereto with respect to the transactions contemplated in this Agreement and Plan of Merger.

5

10.   This Agreement and Plan of Merger may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of which together shall constitute but one instrument.

IN WITNESS WHEREOF, Imco and Plastics have each caused this Agreement and Plan of Merger to be executed by their duly authorized officers and their respective corporate seals to be hereunto affixed, all as of the day and year first above written.

[SEAL]

ATTEST:	BROCKWAY IMCO, INC.
/s/ P. R. Burnaman	By	/s/ William E. Kelleher, Jr.
Secretary		Vice President
(Corporate Seal)
[SEAL]
ATTEST:	BROCKWAY PLASTICS, INC.
/s/ William E. Kelleher, Jr.	By	/s/ P. R. Burnaman
Asst. Secretary		Treasurer
(Corporate Seal)

6

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

* * * * *

Brockway Plastics, Inc., 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, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Brockway Plastics, Inc. be amended by changing the

First Article thereof so that, as amended, said Article shall be and read as follows: “First: The name of the

corporation is O-I Brockway Plastics Inc.”

SECOND:That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous 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 Brockway Plastics, Inc. hascaused this certificate to be signed by David A. Ward, its Vice President, and attested by Thomas L. Young, its Secretary, this 8^th day of July, 1988.

	Brockway Plastics, Inc.
By	/s/ David A. Ward
	David A. Ward, Vice President

ATTEST :
By	/s/ Thomas L. Young
	Thomas L. Young, Secretary

CERTIFICATE OF CORRECTION FILED TO CORRECT

A CERTAIN ERROR IN THE CERTIFICATE OF AMENDMENT

OF

O-I BROCKWAY PLASTICS INC.

FILED IN THE OFFICE OF THE SECRETARY OF STATE

OF DELAWARE ON JULY 18, 1988

O-I Brockway Plastics Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

1.The name of the corporation is O-I Brockway Plastics Inc.

2.That a Certificate of Amendment was filed by the Secretary of State of Delaware on July 18, 1988, and that said certificate requires correction as permitted by subsection (F) of section 103 of The General Corporation Law of the State of Delaware.

3.The inaccuracy or defect of said certificate to be corrected is as follows:  To correct the name of the corporation.

4.Article First of the certificate is corrected to read as follows:

“First.  The name of the corporation is O-I Brockway Plastics, Inc.”

IN WITNESS WHEREOF, said O-I Brockway Plastics Inc. has caused this certificate to be signed by its Vice

President and attested by its Secretary, this                      day of                  , 1988.

O-I Brockway Plastics Inc.
By	/s/ David A. Ward
	David A. Ward Vice President

ATTEST :
By	/s/ Thomas L. Young
	Thomas L. Young
	Secretary

CERTIFICATE OF OWNERSHIP

MERGING

IMCO SERVICE CORPORATION

INTO

O-I BROCKWAY PLASTICS, INC.

(Pursuant to Section 253 of the General Corporation Law of Delaware)

O-I BROCKWAY PLASTICS, INC., a corporation incorporated on the 18th day of July, 1988, pursuant to the provisions of the General Corporation Law of the State of Delaware;

DOES HEREBY CERTIFY that this Corporation owns at least 90% of the capital stock of IMCO Service Corporation, a corporation incorporated on the 31st day of January, 1977, pursuant to the provisions of the Virginia Stock Corporation Act and that this Corporation, by a resolution of its Board of Directors duly adopted by unanimous written consent in lieu of a meeting as of the 29th day of June, 1990, determined to and did merge into itself said IMCO Service Corporation, which resolution is in the following words to wit:

WHEREAS this Corporation lawfully owns at least 90% of the outstanding stock of IMCO Service Corporation, a corporation organized and existing under the laws of Virginia, and

WHEREAS this Corporation desires to merge into itself the said IMCO Service Corporation, and to be possessed of all the estate, property, rights, privileges and franchises of said Corporation,

NOW, THEREFORE, BE IT RESOLVED, that this Corporation merges into itself said IMCO Service

Corporation and assumes all of its liabilities and obligations; and

FURTHER RESOLVED, that the form, terms and provisions of the Agreement and Plan of Merger between the Corporation and Surviving Corporation dated as of June 29, 1990 (the “Merger Agreement”), providing for the merger of the Corporation with and into Surviving Corporation, with Surviving Corporation being the surviving corporation, copies of which have been presented to this Board of Directors, are hereby authorized and approved; and

FURTHER RESOLVED, that the president or a vice-president, and the secretary or assistant secretary of this Corporation be and they hereby are directed to make and execute, under the corporate seal of this Corporation, a certificate of ownership setting forth a copy of the resolution to merge said IMCO Service Corporation and assume its liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware, and a certified copy thereof in the office of the Recorder of Deeds of New Castle County; and

FURTHER RESOLVED, that the officers of this Corporation be and they hereby are authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware or the

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Commonwealth of Virginia, which may be in any way necessary or proper to effect said merger.

IN WITNESS WHEREOF, said O-I Brockway Plastics, Inc. has caused its corporate seal to be affixed and this certificate to be signed by Thomas L. Young, its Vice President and attested by Arthur H. Smith, its Assistant Secretary, this 29th day of June, 1990.

BY:	/s/ Thomas L. Young
	Thomas L.  Young Vice President
ATTEST:		/s/ Arthur H. Smith
		Arthur H. Smith
		Assistant Secretary

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CERTIFICATE OF MERGER

OF

OWENS-ILLINOIS PLASTIC PRODUCTS INC.

INTO

O-I BROCKWAY PLASTICS, INC.

The undersigned corporations organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DO HEREBY CERTIFY:

FIRST:That the name and state of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
Owens-Illinois Plastic
Products Inc.	Delaware
O-I Brockway Plastics, Inc.	Delaware

SECOND:That an Agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware.

THIRD:That the name of the surviving corporation of the merger is O-I BROCKWAY PLASTICS, INC.

FOURTH:That OI PLASTIC PRODUCTS FTS INC., a Delaware corporation, is the owner of all of the stock of each of the constituent corporations.

FIFTH:That as an effect of the merger, the Certificate of Incorporation of O-I Brockway Plastics, Inc., a

Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

SIXTH:That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is One SeaGate, Toledo, Ohio 43666.

SEVENTH:That a copy of the Agreement of Merger will be furnished by the surviving corporation on request and without cost to any stockholder of either constituent corporation.

EIGHTH:This Certificate of Merger shall be effective on January 1, 1995 at 12:01 a.m.

OWENS-ILLINOIS PLASTIC PRODUCTS INC.			O-I BROCKWAY PLASTICS, INC.
By:	/s/ David G. Van Hooser		By:	/s/ David G. Van Hooser
	David G. Van Hooser			David G. Van Hooser
	Vice President			Vice President
Attest:		/s/ James W. Baehren	Attest:		/s/ James W. Baehren
		James W. Baehren			James W. Baehren
		Secretary			Secretary

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CERTIFICATION

I, P. R. Burnaman, Secretary of Brockway Imco, Inc. (to be known as Brockway Plastics, Inc.) (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certify, as such Secretary, that the Agreement and Plan of Merger to which this Certificate is attached, after having been first duly signed on behalf of the Corporation and having been signed on behalf of Brockway Plastics, Inc., a corporation organized under the laws of the State of Tennessee, was duly adopted pursuant to Section 228 of the General Corporation Law of Delaware, by the unanimous written consent of the sole stockholder holding 300,000 shares of the Common Stock of the Corporation, the same being all of the issued and outstanding shares entitled to vote thereon, and that the Agreement and Plan of Merger was thereby adopted as the act of the stockholders of the Corporation and the duly adopted agreement and act of the Corporation.

WITNESS the due execution hereof on this 25th day of June, 1985.

/s/ P. R. Burnaman

P. R. Burnaman, Secretary

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CERTIFICATE OF MERGER

OF

OI DOUGHERTY STS INC.

INTO

O-I BROCKWAY PLASTICS, INC.

The undersigned corporations organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DO HEREBY CERTIFY:

FIRST:That the name and state of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
OI Dougherty STS Inc.	Delaware
O-I Brockway Plastics, Inc.	Delaware

SECOND:That an Agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware.

THIRD:That the name of the surviving corporation of the merger is O-I BROCKWAY PLASTICS, INC.

FOURTH:That OI PLASTIC PRODUCTS FTS INC., a Delaware corporation, is the owner of all of the stock of each of the constituent corporations.

FIFTH:That as an effect of the merger, the Certificate of Incorporation of O-I Brockway Plastics, Inc., a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

SIXTH:That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is One SeaGate, Toledo, Ohio 43666.

SEVENTH:That a copy of the Agreement of Merger will be furnished by the surviving corporation on request and without cost to any stockholder of either constituent corporation.

EIGHTH:This Certificate of Merger shall be effective on January 1, 1995 at 1:01 a.m.

OI DOUGHERTY STS INC.		O-I BROCKWAY PLASTICS, INC.
By:	/s/ David G. Van Hooser	By:	/s/ David G. Van Hooser
	David G. Van Hooser		David G. Van Hooser
	Vice President		Vice President

Attest:	/s/ James W. Baehren	Attest:	/s/ James W. Baehren
	James W. Baehren		James W. Baehren
	Assistant Secretary		Secretary

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CERTIFICATE OF MERGER

OF

OI TREITLER STS INC.

INTO

O-I BROCKWAY PLASTICS, INC.

The undersigned corporations organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DO HEREBY CERTIFY:

FIRST:That the name and state of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
OI Treitler STS Inc.	Delaware
O-I Brockway Plastics, Inc.	Delaware

SECOND:That an Agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware.

THIRD:That the name of the surviving corporation of the merger is O-I BROCKWAY PLASTICS, INC.

FOURTH:That OI PLASTIC PRODUCTS FTS INC., a Delaware corporation, is the owner of all of the stock of each of the constituent corporations.

FIFTH:That as an effect of the merger, the Certificate of Incorporation of O-I Brockway Plastics, Inc., a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

SIXTH:That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is One SeaGate, Toledo, Ohio 43666.

SEVENTH:That a copy of the Agreement of Merger will be furnished by the surviving corporation on request and without cost to any stockholder of either constituent corporation.

EIGHTH:This Certificate of Merger shall be effective on January l, 1995 at 1:01 a.m.

OI TREITLER STS INC.		O-I BROCKWAY PLASTICS, INC.
By:	/s/ David G. Van Hooser	By:	/s/ David G. Van Hooser
	David G. Van Hooser		David G. Van Hooser
	Vice President		Vice President

Attest:	/s/ James W. Baehren	Attest:	/s/ James W. Baehren
	James W. Baehren		James W. Baehren
	Assistant Secretary		Secretary

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CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

DBC, INC.

INTO

O-I BROCKWAY PLASTICS, INC.

(Pursuant to Section 253 of the General Corporation Law of Delaware)

O-I BROCKWAY PLASTICS, INC., a corporation incorporated on the 15th day of June, 1960, pursuant to the provisions of the General Corporation Law of the State of Delaware;

DOES HEREBY CERTIFY that this Corporation owns 100% of the capital stock of DBC, INC., a corporation incorporated on the 2nd day of October, 1961, pursuant to the provisions of the Business Corporation Act of the State of New Jersey, and that this Corporation, by a resolution of its Board of Directors duly adopted by unanimous written consent in lieu of a meeting as of the 22nd day of December 1994, determined to and did merge into itself said DBC, INC., which resolution is in the following words, to wit:

WHEREAS this Corporation lawfully owns 100% of the outstanding stock of DBC, Inc., a corporation organized and existing under the laws of New Jersey; and

WHEREAS this Corporation desires to merge into itself the said DBC, Inc., and to be possessed of all the estate, property, rights, privileges and franchises of said corporation;

NOW, THEREFORE, BE IT RESOLVED, that this corporation merges into itself said DBC, Inc. and assumes all of its liabilities and obligations; and

FURTHER RESOLVED, that the president or a vice-president, and the secretary or an assistant secretary of this Corporation be and they hereby are directed to make and execute, under the corporate seal of this Corporation, a certificate of ownership and merger setting forth a copy of the resolution to merge said DBC, Inc. into this

Corporation and assume its liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of the State of Delaware, and a certified copy thereof in the office of the Recorder of Deeds of New Castle County; and

FURTHER RESOLVED, that this merger shall be effective January l, 1995 at 2:01 a.m.

FURTHER RESOLVED, that the officers of this Corporation be and they hereby are authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware; which may be in any way necessary or proper to effect said merger.

IN WITNESS WHEREOF, said O-I BROCKWAY PLASTICS, INC. has caused this certificate to be signed by David G. Van Hooser, its Vice President and attested by James W. Baehren, its Secretary, this 22nd day of December, 1994.

BY:	/s/ David G. Van Hooser
	David G. Van Hooser
	Vice President
ATTEST:		/s/ James W. Baehren
		James W. Baehren
		Secretary

2

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

O-I BROCKWAY PLASTICS, INC., 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, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of O-I Brockway Plastics, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows: “First: The name of the corporation is Owens-Brockway Plastic Products Inc.”

SECOND:That inlieu of a meeting and vote of the sole stockholder, the stockholder has 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 O-I Brockway Plastic, Inc. has caused this certificate to be signed by David G. Van Hooser, its

Vice President, and attested by James W. Baehren, its Secretary, this 4^th day of January, 1995.

O-I BROCKWAY PLASTICS, INC.
By:	/s/ David G. Van Hooser
	David G. Van Hooser
	Vice President

ATTEST:
By:	/s/ James W. Baehren
	James W. Baehren
	Secretary

2

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

TREITLER-OWENS, INC.

INTO

OWENS-BROCKWAY PLASTIC PRODUCTS INC.

(Pursuant to Section 253 of the General Corporation Law of Delaware)

OWENS-BROCKWAY PLASTIC PRODUCTS INC., a corporation incorporated on the 15th day of June, 1960, pursuant to the provisions of the General Corporation Law of the State of Delaware;

DOES HEREBY CERTIFY that this Corporation owns 100% of the capital stock of TREITLER-OWENS, INC., a corporation incorporated on the 29th day of January, 1976, pursuant to the provisions of the Business Corporation Act of the State of New Jersey, and that this Corporation, by a resolution of its Board of Directors duly adopted by unanimous written consent in lieu of a meeting as of the 14th day of December, 1995, determined to and did merge into itself said TREITLER-OWENS, INC., which resolution is in the following words, to wit:

WHEREAS this Corporation lawfully owns 100% of the outstanding stock of Treitler-Owens, Inc., a corporation organized and existing under the laws of New Jersey; and

WHEREAS this Corporation desires to merge into itself the said Treitler-Owens, Inc., and to be possessed of all the estate, property, rights, privileges and franchises of said Corporation;

NOW, THEREFORE, BE IT RESOLVED, that this Corporation merges into itself said Treitler-Owens, Inc. and assumes all of its liabilities and obligations; and

FURTHER RESOLVED, that the president or a vice-president, and the secretary or an assistant

secretary of this Corporation be and they hereby are directed to make and execute, under the corporate seal of this Corporation, a certificate of ownership and merger setting forth a copy of the resolution to merge said Treitler-Owens, Inc. into this Corporation and assume its liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of the State of Delaware, and a certified copy thereof in the office of the Recorder of Deeds of New Castle County; and

FURTHER RESOLVED, that this merger shall be effective December 31, 1995 at 12:01 a.m.

FURTHER RESOLVED, that the officers of this Corporation be, and they hereby are, authorized and directed to do all acts and things whatsoever, whether within or without the state of Delaware; which may be in any way necessary or proper to effect said merger.

IN WITNESS WHEREOF, said OWENS-BROCKWAY PLASTIC PRODUCTS INC. has caused this certificate to be signed by David G. Van Hooser, its Vice President and attested by James W. Baehren, its Secretary, this 14th day of December, 1995.

OWENS-BROCKWAY PLASTIC PRODUCTS INC.
BY:	/s/ David G. Van Hooser
	David G. Van Hooser
	Vice President
ATTEST:		/s/ James W. Baehren
		James W. Baehren
		Secretary

2

EX-3.26

Exhibit 3.26

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 any place within or without the State of Delaware as shall be designated from time to time by the board of directors.  In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.

Section 2.  An annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors.  At each annual meeting directors shall be elected and any other proper business may be transacted.

Section 3.  Amajority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented

1

by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws.  A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may 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 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 thereat.

Section 4.  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

2

of law, or the Certificate of Incorporation, or these By-Laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 5.  At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period.  All proxies must be filed with the secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting.  Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation on the record date set by the board of directors as provided in Article V, Section 6 hereof.  All elections shall be had and all questions decided by a plurality vote.

Section 6.  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 the secretary at the request in writing of a majority of the board of directors, or at the request in writing of

3

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. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7.  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.  If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 8.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten 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

4

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 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 9.  Unless otherwise provided in the Certificate of Incorporation, 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 ameeting 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

5

given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.  The board of directors shall consist of a minimum of one (1) and a maximum of eleven (11) directors.  The number of directors shall be fixed or changed from time to time, within the minimum and maximum, by the then appointed directors.  The directors need not be stockholders.  The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article III, and each director elected shall hold office until his successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire board of directors may be removed, either with or without cause, from the board of directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat.

Section 2.  Vacancies on the board of directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the

6

directors then in office, although less than a quorum, or by a sole remaining director.  The directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.  If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.  The property and business of the Corporation shall be managed by or under the direction of its board of directors.  In addition to the powers and authorities by these By-Laws expressly conferred upon them, the board of directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by

7

these By-Laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.  The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 5.  Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board.

Section 6.  Special meetings of the board of directors may be called by the president on twenty-four hours notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or the secretary in like manner and on like notice on the written request of two directors unless the board of directors consists of only one director; in which case special meetings shall be called by the president or secretary in like manner or on like notice on the written request of the sole director.

Section 7.  At all meetings of the board of directors a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum,

8

shall be the act of the board of directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these By-Laws.  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.  If only one director is authorized, such sole director shall constitute a quorum.

Section 8.  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 of directors 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 of directors or committee.

Section 9.  Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each

9

other, and such participation in a meeting shall constitute presence in person at such meeting.

COMMITTEES OF DIRECTORS

Section 10.  The board of directors may, by resolution passed by a majority of the whole board of directors, designate one or more committees, each such committee to consist of one or more of the directors of the corporation. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation (except that a committee may,

10

to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation; and, unless the resolution, By-Laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a Certificate of Ownership and Merger.

Section 11.  Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

11

COMPENSATION OF DIRECTORS

Section 12.  Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the board of directors shall have the authority to fix the 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 asdirector. 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.

INDEMNIFICATION

Section 13.  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 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

12

and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the full extent permitted by applicable law. Expenses incurred by a person who is or was a director or officer of the Corporation in appearing at, participating in or defending any such action, suit or proceeding shall be paid by the Corporation at reasonable intervals in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized by this Section 13.  If a claim under this Section 13 is not paid in full by the Corporation within ninety days after a written claim 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 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 defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it

13

permissible under the Delaware General Corporation Law or other applicable law 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 its board of directors, 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 has met the applicable standard of conduct set forth in the Delaware General Corporation Law or other applicable law, nor an actual determination by the Corporation (including its board of directors, 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.

ARTICLE IV

OFFICERS

Section 1.  The officers of the Corporation shall be chosen by the board of directors and shall include a president, a vice president and a secretary.  The Corporation may also have at the discretion of the board of directors such other officers as are desired, including a chairman of the board, additional vice presidents, one or

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more assistant secretaries, a treasurer, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions ofSection 3 of this Article IV.  In the event there are two or more vice presidents, then one or more may be designated as executive vice president, senior vice president, vice president marketing, or other similar or dissimilar title.  At the time of the election of officers, the directors may by resolution determine the order of their rank. 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 the officers of the Corporation.

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 of directors.

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 in

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their stead. Any officer elected or appointed by the board of directors may be removed at any time, either with or without cause, by the board of directors.  If the office of any officer or officers becomes vacant for any reason, the vacancy may be filled by the board of directors.

CHAIRMAN OF THE BOARD

Section 6.  The chairman of the board, if such an officer be elected, shall, if present, preside at all meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by these By-Laws.  If there is no president, the chairman of the board shall, in addition, be the chief executive officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.

PRESIDENT

Section 7.  Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the Corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and officers of the Corporation.  He shall be an ex-officio member of all committees and shall have the general

16

powers and duties of management usually vested in the office of president and chief executive officer of Corporations, and shall have such other powers and duties as may be prescribed by the board of directors or these By-Laws.

VICE PRESIDENTS

Section 8.  In the absence or disability of the president, the vice presidents in order of their rank as fixed by the board of directors, or if not ranked, the vice president designated by the board of directors, shall perform all 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 have such other duties as from time to time may be prescribed for them, respectively, by the board of directors.

SECRETARY AND ASSISTANT SECRETARIES

Section 9.  The secretary shall record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the board of directors.  He shall give, or cause to be given, notice of all meetings of the stockholders and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or these By-Laws.  He shall keep in safe custody the seal of the Corporation, and

17

affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an 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, the assistant secretary designated by the board of directors, shall, in the absence or disability of the secretary, 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.

TREASURER AND ASSISTANT TREASURERS

Section 11.  The treasurer, if such an officer is elected, 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.  He shall disburse the funds of the Corporation

18

as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to 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.  If required by the board of directors, he shall give the Corporation a bond, in such sum and with such surety or sureties asshall 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 12.  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, the assistant treasurer designated by the board of directors, shall, in the absence or disability of the treasurer, 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 V

CERTIFICATES OF STOCK

Section 1.  Every holder of stock of the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president, and by the secretary or an assistant secretary, or the treasurer or an assistant treasurer of the Corporation, certifying the number of shares represented by the certificate owned by such stockholder in the Corporation.

Section 2.  Any or all of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3.  If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences

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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 powers, 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.

LOST, STOLEN OR DESTROYED CERTIFICATES

Section 4.  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 that 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,

21

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 5.  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.

FIXING RECORD DATE

Section 6.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the 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

22

other lawful action, the board of directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty 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.

REGISTERED STOCKHOLDERS

Section 7.  The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VI

GENERAL PROVISIONS

DIVIDENDS

Section 1.  Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in

23

shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2.  Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

CHECKS

Section 3.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the board of directors may from time to time designate.

FISCAL YEAR

Section 4.  The fiscal year of the Corporation shall be fixed by resolution of the board of directors.

CORPORATE SEAL

Section 5.  The corporate seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Delaware”.  Said seal may be used by causing

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it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

NOTICES

Section 6.  Whenever, under the provisions of the Certificate of Incorporation or of these By-Laws or as required by law, 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 7.  Whenever any notice is required to be given by law or under the provisions 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 VII

AMENDMENTS

Section 1.  These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the stockholders

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or by the board of directors, when such power is conferred upon the board of directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such special meeting.  If the power to adopt, amend or repeal these By-Laws is conferred upon the board of directors by the Certificate of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal these Bylaws.

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EX-3.27

Exhibit 3.27

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

CONTINENTAL PET TECHNOLOGIES, INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

Continental PET Technologies, Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:

FIRST:  Article FIRST of the Corporation’s Restated Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

FIRST:  The name of the Corporation is Graham Packaging PET Technologies Inc.

SECOND:  The foregoing amendment was duly adopted in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed in its corporate name this 12th day of October 2004.

CONTINENTAL PET TECHNOLOGIES, INC.
By:	/s/ John E. Hamilton
Name:	John E. Hamilton
Title:	Chief Financial Officer &
	Secretary

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

Continental PET Technologies, Inc.

Continental PET Technologies, Inc., a Delaware corporation, hereby certifies as follows:

FIRST.  The name of the corporation is Continental PET Technologies, Inc.  The date of filing of its original certificate of incorporation with the Secretary of State was June 21, 1983.

SECOND.  This amended and restated certificate of incorporation amends, restates and integrates the provisions of the certificate of incorporation of the corporation and has been adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware by written consent of the holder of all of the outstanding stock of the corporation in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD.  The certificate of incorporation, as heretofore amended, is amended to:

(i)increase the authorized share capital of the corporation; and

(ii)amend the rights, preferences and limitations of the 5% Class A Preferred Stock, none of which is issued or outstanding.

2

FOURTH.  The text of the Certificate of Incorporation is hereby amended and restated to read herein as set forth in full:

1.             The name of the corporation is Continental PET Technologies, Inc.

2.             The address of its registered office in the State of Delaware is 1209 Orange 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 purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.             The aggregate number of shares of stock which the corporation shall have the authority to issue is 5,075,000, of which 5,000,000 shares of the par value of $1.00 per share shall be designated as common stock and 75,000 shares of the par value of $1.00 per share shall be designated as preferred stock.

The rights, preferences and limitations of said classes of stock are as follows:

I.  The preferred stock may be issued from time to time by the board of directors as shares of one or more series of preferred stock, and the board of directors is expressly authorized, prior to issuance, in the resolution or resolutions providing for the issue of shares of each particular series, to fix the following:

(a)           The distinctive serial designation of such series which shall distinguish it from other series;

(b)           The number of shares included in such series, which number may be increased or decreased from time to time unless otherwise provided by the board of directors in creating the series;

(c)           The annual dividend rate (or method of determining such rate) for shares of such series and the date or dates upon which such dividends shall be payable;

(d)           Whether dividends on the shares of such series shall be cumulative, and, in the case of shares

3

of any series having cumulative dividend rights, the date or dates or method of determining the date or dates from which dividends on the shares of such series shall be cumulative;

(e)           The amount or amounts which shall be paid out of the assets of the corporation to the holders of the shares of such series upon voluntary or involuntary liquidation, dissolution or winding up of the corporation;

(f)            The price or prices at which, the period or periods within which and the terms and conditions upon which the shares of such series may be redeemed, in whole or in part, at the option of the corporation;

(g)           The obligation, if any, of the corporation to purchase or redeem shares of such series pursuant to a sinking fund or otherwise and the price or prices at which, the period or periods within which and the terms and conditions upon which the shares of such series shall be redeemed, in whole or in part, pursuant to such obligation;

(h)           The period or periods within which and the terms and conditions, if any, including the price or prices or the rate or rates of conversion and the terms and conditions of any adjustments thereof, upon which the shares of such series shall be convertible at the option of the holder into shares of any class of stock or into shares of any other series of preferred stock;

(i)            The voting rights, if any, of the shares of such series in addition to those required by law, including the number of votes per share and any requirement for the approval by the holders of up to 66 2/3% of all preferred stock, or of the shares of one or more series, or of both, as a condition to specified corporate action or amendments to the certificate of incorporation;

(j)            The ranking of the shares of the series as compared with shares of other series of the preferred stock in respect of the right to receive dividends and the right to receive payments out of the assets of the corporation upon voluntary or involuntary liquidation, dissolution or winding up of the corporation.

(k)           Any other relative rights, preferences or limitations of the shares of the series not inconsistent herewith or with applicable law.

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II.            All preferred stock shall rank senior to the common stock in respect of the right to receive dividends. The shares of any one series of the preferred stock shall be identical with each other in all respects except as to the dates from and after which dividends thereon shall be cumulative. All preferred stock redeemed, purchased or otherwise acquired by the corporation (including shares surrendered for conversion) shall be canceled and thereupon restored to the status of authorized but unissued preferred stock undesignated as to series.

III.           No holder of common stock or of preferred stock shall be entitled as a matter of right to subscribe for or purchase, or have any preemptive right with respect to, any part of any new or additional issue of stock of any class whatsoever, or of securities convertible into any stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend.

IV.           Except as otherwise provided by the board of directors, in accordance with paragraph I above in respect of any series of the preferred stock, all voting rights of the corporation shall be vested exclusively in the holders of the common stock who shall be entitled to one vote per share.

5.             5% Class A Preferred Stock

Designation and Amount.  50,000 shares of preferred stock shall be designated as “5% Class A Preferred Stock” (hereinafter referred to as the “Class A Preferred Stock”).  The Class A Preferred Stock will be comprised of five series.  The distinctive serial designations and the number of shares initially in each series shall be as follows:

		Stated Value
Series Designation	Number of Shares	Per Share
		($)
Series 1991 5% Class A Preferred Stock	15,000	100
Series 1992 5% Class A Preferred Stock	10,000	125
Series 1993 5% Class A Preferred Stock	10,000	150
Series 1994 5% Class A Preferred Stock	10,000	175
Series 1995 5% Class A Preferred Stock	5,000	225

Dividends and Distribution. The annual rate of dividends payable on each share of Class A Preferred Stock shall be the greater of (x) 5% per share of the stated value

5

of such share and (y) an amount per share equal to the amount per share of dividends, if any, paid on the Common Stock and no more.

Dividends on each share of Class A Preferred Stock shall be cumulative from the date of original issue of such share and shall be payable, when and as declared by the Board of Directors of the corporation, provided, that any dividend required to be paid pursuant to clause (y) of the preceding paragraph shall be paid simultaneously with the corresponding dividend on the Common Stock. Each such dividend shall be paid to the holders of record as they appear on the stock register of the corporation on such record date as shall be fixed by the Board of Directors of the corporation.

Liquidation Rights.  Upon the dissolution, liquidation or winding up of the corporation, (i) the holders of Class A Preferred Stock shares shall be entitled to receive and to be paid out of the assets of the corporation available for distribution to its stockholders, before any payment to holders of Common Stock pursuant to clause (ii) below, the amount per share equal to the stated value of such share when originally issued, plus a sum equal to all dividends on such shares accrued and unpaid thereon to the date of final distribution, and thereafter (ii) the holders of Common Stock shall be entitled to receive and to be paid out of the assets of the corporation available for distribution to its stockholders the amount per share equal to the par value of such share when originally issued.

After the payment to the holders of Class A Preferred Stock and the payment to the holders of Common Stock of the full amounts set forth above, the holders of Class A Preferred Stock shall share the remaining assets of the corporation with the holders of Common Stock, with each share of Class A Preferred Stock being entitled to receive the same amount as is distributed in respect of each share of Common Stock.

In the event the assets of the corporation available for distribution to the holders of the shares of Class A Preferred Stock upon any dissolution, liquidation or winding up of the corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled, such assets of the corporation available for distribution shall be distributed ratably to the holders of all outstanding shares of Class A Preferred Stock and all such other shares of the corporation ranking pari passu in proportion to the amounts to which they shall be respectively entitled.

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Neither the sale, lease or exchange (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the corporation nor the merger or consolidation of the corporation into or with any other corporation or the merger or consolidation of any other corporation into or with the corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section.

Redemption. The shares of Class A Preferred Stock shall not be subject to redemption at the election of the corporation, except that any affiliate of the corporation may at any time or from time to time purchase shares of the Class A Preferred Stock pursuant to the terms of the corporation’s stock option plan in effect on such date of redemption or pursuant to any other agreement between the holder of the shares and the corporation or such affiliate for the price specified in such plan or agreement.

Conversion.  The holders of the shares of the Class A Preferred Stock shall have no right to convert such shares into shares of any other class or series of capital stock of the corporation.

Voting Rights.  The number of authorized shares of Class A Preferred Stock may be increased or decreased by the affirmative vote of a majority of stock of the corporation. Except as provided in the previous sentence or otherwise required by law, the holder of the Class A Preferred Stock shall not have the right to vote on any matters.  If entitled to vote, the Class A Preferred Stock shall vote as a class with the common stock of the corporation with each share of Class A Preferred Stock having one hundredth (1/100th) of a vote per share.

Ranking.  Except as otherwise set forth in this paragraph 5, the Class A Preferred Stock shall be deemed to rank

pari passu with the common stock of the corporation.

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.

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9.             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 Delaware General Corporation Law as currently in effect or as the same may hereafter be amended.  No amendment, modification or repeal of this Article 9 shall adversely affect any right or protection of a director that exists at the time of such amendment, modification or repeal.

IN WITNESS WHEREOF, Continental PET Technologies, Inc. has caused this certificate to be signed by Gerard J. Kerins, its President, and attested by Richard L. Croiter, its Assistant Secretary, on the 31^st day of March, 1994.

	CONTINENTAL PET TECHNOLOGIES, INC.
	By	/s/ Gerard J. Kerins
Attest:
/s/ Richard L. Croiter

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EX-3.28

Exhibit 3.28

Written Action of the Shareholder
of
Continental PET Technologies, Inc.

The undersigned, being the sole shareholder of Continental PET Technologies, Inc., a corporation organized under the laws of the State of Delaware (the “Corporation”), acting pursuant to Section 228 of the General Corporation Law, as amended, of the State of Delaware, does hereby consent to the following actions without a meeting of the shareholders and direct the Secretary of the Corporation to place a copy of this written consent with the minutes of the meetings of the shareholders:

WHEREAS, the sole shareholder of the Corporation has determined that it is in the best interests of the Corporation to replace the current bylaws of the Corporation with a new form of bylaws.

NOW, THEREFORE, BE IT

RESOLVED, that the current bylaws of the Corporation heretofore adopted are hereby vacated, abrogated and repealed, and that there this day be adopted as the bylaws of the Corporation the bylaws attached hereto.

IN WITNESS WHEREOF, the Corporation has caused this written action to be signed this 24th day of May, 2002.

ACI America Holdings Inc.
By:	/s/ James W. Baehren
	Vice President

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 any place within or without the State of Delaware as shall be designated from time to time by the board of directors.  In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.

Section 2.  An annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors.  At each annual meeting directors shall be elected and any other proper business may be transacted.

Section 3.  A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented

1

by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may 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 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 thereat.

Section 4.  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

2

of law, or the Certificate of Incorporation, or these By-Laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 5.  At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period.  All proxies must be filed with the secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting.  Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation on the record date set by the board of directors as provided in Article V, Section 6 hereof.  All elections shall be had and all questions decided by a plurality vote.

Section 6.  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 the secretary at the request in writing of a majority of the board of directors, or at the request in writing of

3

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.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7.  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.  If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 8.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten 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

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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 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 9.  Unless otherwise provided in the Certificate of Incorporation, 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

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given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.  The board of directors shall consist of a minimum of one (1) and a maximum of eleven (11) directors. The number of directors shall be fixed or changed from time to time, within the minimum and maximum, by the then appointed directors. The director need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article III, and each director elected shall hold office until his successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire board of directors may be removed, either with or without cause, from the board of directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat.

Section 2.  Vacancies on the board of directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the

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directors then in office, although less than a quorum, or by a sole remaining director. The directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless sooner displaced.  If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.  The property and business of the Corporation shall be managed by or under the direction of its board of directors.  In addition to the powers and authorities by these By-Laws expressly conferred upon them, the board of directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by

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these By-Laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 5. Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board.

Section 6.  Special meetings of the board of directors may be called by the president on twenty-four hours’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or the secretary in like manner and on like notice on the written request of two directors unless the board of directors consists of only one director; in which case special meetings shall be called by the president or secretary in like manner or on like notice on the written request of the sole director.

Section 7.  At all meetings of the board of directors a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum,

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shall be the act of the board of directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these By-Laws. 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.  If only one director is authorized, such sole director shall constitute a quorum.

Section 8. 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 of directors 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 of directors or committee.

Section 9. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each

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other, and such participation in a meeting shall constitute presence in person at such meeting.

COMMITTEES OF DIRECTORS

Section 10.  The board of directors may, by resolution passed by a majority of the whole board of directors, designate one or more committees, each such committee to consist of one or more of the directors of the corporation. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in a resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation (except that a committee may,

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to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation; and, unless the resolution, By-Laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a Certificate of Ownership and Merger.

Section 11.  Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

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COMPENSATION OF DIRECTORS

Section 12. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the board of directors shall have the authority to fix the 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.

INDEMNIFICATION

Section 13.  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 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

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and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the full extent permitted by applicable law. Expenses incurred by a person who is or was a director or officer of the Corporation in appearing at, participating in or defending any such action, suit or proceeding shall be paid by the Corporation at reasonable intervals in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized by this Section 13.  If a claim under this Section 13 is not paid in full by the Corporation within ninety days after a written claim 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 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 defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it

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permissible under the Delaware General Corporation Law or other applicable law 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 its board of directors, 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 has met the applicable standard of conduct set forth in the Delaware General Corporation Law or other applicable law, nor an actual determination by the Corporation (including its board of directors, 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.

ARTICLE IV

OFFICERS

Section 1.  The officers of the Corporation shall be chosen by the board of directors and shall include a president, a vice president and a secretary.  The Corporation may also have at the discretion of the board of directors such other officers as are desired, including a chairman of the board, additional vice presidents, one or

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more assistant secretaries, a treasurer, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IV.  In the event there are two or more vice presidents, then one or more may be designated as executive vice president, senior vice president, vice president marketing, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. 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 the officers of the Corporation.

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 of directors.

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 in

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their stead. Any officer elected or appointed by the board of directors may be removed at any time, either with or without cause, by the board of directors.  If the office of any officer or officers becomes vacant for any reason, the vacancy may be filled by the board of directors.

CHAIRMAN OF THE BOARD

Section 6.  The chairman of the board, if such an officer be elected, shall, if present, preside at all meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by these By-Laws.  If there is no president, the chairman of the board shall, in addition, be the chief executive officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.

PRESIDENT

Section 7.  Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the Corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and officers of the Corporation.  He shall be an ex-officio member of all committees and shall have the general

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powers and duties of management usually vested in the office of president and chief executive officer of Corporations, and shall have such other powers and duties as may be prescribed by the board of directors or these By-Laws.

VICE PRESIDENTS

Section 8.  In the absence or disability of the president, the vice presidents in order of their rank as fixed by the board of directors, or if not ranked, the vice president designated by the board of directors, shall perform all 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 have such other duties as from time to time may be prescribed for them, respectively, by the board of directors.

SECRETARY AND ASSISTANT SECRETARIES

Section 9. The secretary shall record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the board of directors. He shall give, or cause to be given, notice of all meetings of the stockholders and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or these By-Laws. He shall keep in safe custody the seal of the Corporation, and

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affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an 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, the assistant secretary designated by the board of directors, shall, in the absence or disability of the secretary, 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.

TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer, if such an officer is elected, 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.  He shall disburse the funds of the Corporation

18

as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to 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. If required by the board of directors, he shall give the Corporation a bond, 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 12.  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, the assistant treasurer designated by the board of directors, shall, in the absence or disability of the treasurer, 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 V

CERTIFICATES OF STOCK

Section 1. Every holder of stock of the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president, and by the secretary or an assistant secretary, or the treasurer or an assistant treasurer of the Corporation, certifying the number of shares represented by the certificate owned by such stockholder in the Corporation.

Section 2. Any or all of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3.  If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences arid relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences

20

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 powers, 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.

LOST, STOLEN OR DESTROYED CERTIFICATES

Section 4.  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 that 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,

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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 5.  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.

FIXING RECORD DATE

Section 6.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the 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

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other lawful action, the board of directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty 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.

REGISTERED STOCKHOLDERS

Section 7. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in

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shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2.  Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of, the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

CHECKS

Section 3.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the board of directors may from time to time designate.

FISCAL YEAR.

Section 4.  The fiscal year of the Corporation shall be fixed by resolution of the board of directors.

CORPORATE SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Delaware”. Said seal may be used by causing

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it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

NOTICES

Section 6. Whenever, under the provisions of the Certificate of Incorporation or of these By-Laws or as required by law, 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 7.  Whenever any notice is required to be given by law or under the provisions 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 VII

AMENDMENTS

Section 1.  These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the stockholders

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or by the board of directors, when such power is conferred upon the board of directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such special meeting.  If the power to adopt, amend or repeal these By-Laws is conferred upon the board of directors by the Certificate of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal these By-Laws.

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EX-3.29

Exhibit 3.29

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

OI REGIOPLAST STS INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

OI Regioplast STS Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:

FIRST:  Article FIRST of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

FIRST:  The name of the Corporation is Graham Packaging Regioplast STS Inc.

SECOND:  The foregoing amendment was duly adopted in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed in its corporate name this 12th day of October, 2004.

OI REGIOPLAST STS INC.
By:	/s/ John E. Hamilton
Name:	John E. Hamilton
Title:	Chief Financial Officer & Secretary

CERTIFICATE OF INCORPORATION

OF

OI REGIOPLAST STS INC.

1.             The name of the corporation is OI Regioplast STSInc.

2.             The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange 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 engage in lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.

4.             The total number of shares of stock which the corporation shall have authority to issue is 1,000 Common shares at $0.01 par value.

5.             The name and mailing address of the incorporator is as follows:

NAME	MAILING ADDRESS
James W. Baehren	One SeaGate, Toledo, OH 43666

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 bylaws of the corporation.

8.             Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

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.

10.           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 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 Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

I,THE UNDERSIGNED, being the incorporator hereinbefore 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 my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 18th day of May, 1993.

/s/ James W. Baehren

James W. Baehren

EX-3.30

Exhibit 3.30

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 any place within or without the State of Delaware as shall be designated from time to time by the board of directors. In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.

Section 2.An annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors.  At each annual meeting directors shall be elected and any other proper business may be transacted.

Section 3.A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented

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by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws.  A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may 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 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 thereat.

Section 4.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

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of law, or the Certificate of Incorporation, or these By-Laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 5.At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period.  All proxies must be filed with the secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting.  Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation on the record date set by the board of directors as provided in Article V, Section 6 hereof.  All elections shall be had and all questions decided by a plurality vote.

Section 6.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 the secretary at the request in writing of a majority of the board of directors, or at the request in writing of

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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. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7.Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.  If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 8.The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten 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

4

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 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 9.Unless otherwise provided in the Certificate of Incorporation, 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

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given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.The board of directors shall consist of a minimum of one (1) and a maximum of eleven (11) directors. The number of directors shall be fixed or changed from time to time, within the minimum and maximum, by the then appointed directors. The directors need not be stockholders.  The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article III, and each director elected shall hold office until his successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire board of directors may be removed, either with or without cause, from the board of directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat.

Section 2.Vacancies on the board of directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the

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directors then in office, although less than a quorum, or by asole remaining director. The directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.  If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.The property and business of the Corporation shall be managed by or under the direction of its board of directors.  In addition to the powers and authorities by these By-Laws expressly conferred upon them, the board of directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by

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these By-Laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.The directors may hold their meetings and have one of more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 5.Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board.

Section 6.Special meetings of the board of directors may be called by the president on twenty-four hours’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or the secretary in like manner and on like notice on the written request of two directors unless the board of directors consists of only one director; in which case special meetings shall be called by the president or secretary in like manner or on like notice on the written request of the sole director.

Section 7.At all meetings of the board of directors a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum,

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shall be the act of the board of directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these By-Laws. 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.  If only one director is authorized, such sole director shall constitute a quorum.

Section 8.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 of directors 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 of directors or committee.

Section 9.Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each

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other, and such participation in a meeting shall constitute presence in person at such meeting.

COMMITTEES OF DIRECTORS

Section 10.             The board of directors may, by resolution passed by a majority of the whole board of directors, designate one or more committees, each such committee to consist of one or more of the directors of the corporation. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation (except that a committee may,

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to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation; and, unless the resolution, By-Laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a Certificate of Ownership and Merger.

Section 11.Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

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COMPENSATION OF DIRECTORS

Section 12.Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the board of directors shall have the authority to fix the 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.

INDEMNIFICATION

Section 13.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 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

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and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the full extent permitted by applicable law. Expenses incurred by a person who is or was a director or officer of the Corporation in appearing at, participating in or defending any such action, suit or proceeding shall be paid by the Corporation at reasonable intervals in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized by this Section 13. If a claim under this Section 13 is not paid in full by the Corporation within ninety days after a written claim 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 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 defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it

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permissible under the Delaware General Corporation Law or other applicable law 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 its board of directors, 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 has met the applicable standard of conduct set forth in the Delaware General Corporation Law or other applicable law, nor an actual determination by the Corporation (including its board of directors, 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.

ARTICLE IV

OFFICERS

Section 1.The officers of the Corporation shall be chosen by the board of directors and shall include a president, a vice president and a secretary.  The Corporation may also have at the discretion of the board of directors such other officers as are desired, including a chairman of the board, additional vice presidents, one or

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more assistant secretaries, a treasurer, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IV. In the event there are two or more vice presidents, then one or more may be designated as executive vice president, senior vice president, vice president marketing, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. 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 the officers of the Corporation.

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 of directors.

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 in

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their stead. Any officer elected or appointed by the board of directors may be removed at any time, either with or without cause, by the board of directors.  If the office of any officer or officers becomes vacant for any reason, the vacancy may be filled by the board of directors.

CHAIRMAN OF THE BOARD

Section 6.The chairman of the board, if such an officer be elected, shall, if present, preside at all meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by these By-Laws.  If there is no president, the chairman of the board shall, in addition, be the chief executive officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.

PRESIDENT

Section 7.Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the Corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and officers of the Corporation.  He shall be an ex-officio member of all committees and shall have the general

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powers and duties of management usually vested in the office of president and chief executive officer of Corporations, and shall have such other powers and duties as may be prescribed by the board of directors or these By-Laws.

VICE PRESIDENTS

Section 8.In the absence or disability of the president, the vice presidents in order of their rank as fixed by the board of directors, or if not ranked, the vice president designated by the board of directors, shall perform all 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 have such other duties as from time to time may be prescribed for them, respectively, by the board of directors.

SECRETARY AND ASSISTANT SECRETARIES

Section 9.The secretary shall record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the board of directors.  He shall give, or cause to be given, notice of all meetings of the stockholders and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or these By-Laws. He shall keep in safe custody the seal of the Corporation, and

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affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an 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, the assistant secretary designated by the board of directors, shall, in the absence or disability of the secretary, 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.

TREASURER AND ASSISTANT TREASURERS

Section 11.The treasurer, if such an officer is elected, 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. He shall disburse the funds of the Corporation

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as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to 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.  If required by the board of directors, he shall give the Corporation a bond, 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 12.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, the assistant treasurer designated by the board of directors, shall, in the absence or disability of the treasurer, 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 V

CERTIFICATES OF STOCK

Section 1.Every holder of stock of the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president, and by the secretary or an assistant secretary, or the treasurer or an assistant treasurer of the Corporation, certifying the number of shares represented by the certificate owned by such stockholder in the Corporation.

Section 2.Any or all of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3.If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences

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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 powers, 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.

LOST, STOLEN OR DESTROYED CERTIFICATES

Section 4.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 that 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,

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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 5.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.

FIXING RECORD DATE

Section 6.In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the 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

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other lawful action, the board of directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty 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.

REGISTERED STOCKHOLDERS

Section 7.The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VI

GENERAL PROVISIONS
DIVIDENDS

Section 1.Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in

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shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2.Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

CHECKS

Section 3.All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the board of directors may from time to time designate.

FISCAL YEAR

Section 4.The fiscal year of the Corporation shall be fixed by resolution of the board of directors.

CORPORATE SEAL

Section 5.The corporate seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Delaware”.  Said seal may be used by causing

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it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

NOTICES

Section 6.Whenever, under the provisions of the Certificate of Incorporation or of these By-Laws or as required by law, 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 7.Whenever any notice is required to be given by law or under the provisions 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 VII

AMENDMENTS

Section 1.These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the stockholders

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or by the board of directors, when such power is conferred upon the board of directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such special meeting.  If the power to adopt, amend or repeal these By-Laws is conferred upon the board of directors by the Certificate of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal these By-Laws.

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EX-3.31

Exhibit 3.31

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

OI VENEZUELA PLASTIC PRODUCTS INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

OI Venezuela Plastic Products Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:

FIRST:  Article FIRST of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

FIRST:  The name of the Corporation is Graham Packaging International Plastic Products Inc.

SECOND:  The foregoing amendment was duly adopted in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed in its corporate name this 12th day of October, 2004.

OI VENEZUELA PLASTIC PRODUCTS INC.
By:	/s/ John E. Hamilton
Name:	John E. Hamilton
Title:	Chief Financial Officer & Secretary

CERTIFICATE OF INCORPORATION

OF

OI VENEZUELA PLASTIC PRODUCTS INC.

1.The name of the corporation is OI Venezuela Plastic Products Inc.

2.The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange 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 engage in lawful act or activity for which acorporation may be organized under the General Corporation Law of the State of Delaware.

4.The total number of shares of stock which the corporation shall have authority to issue is 1,000 Common shares at $0.01 par value.

5.The name and mailing address of the incorporator is as follows:

NAME	MAILING ADDRESS
James W. Baehren	One SeaGate, Toledo, OH 43666

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 bylaws of the corporation.

8.Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

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.

10.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 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 Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

I, THE UNDERSIGNED, being the incorporator hereinbefore 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 my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 18th day of November, 1998.

/s/ James W. Baehren

James W. Baehren

EX-3.32

Exhibit 3.32

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 any place within or without the State of Delaware as shall be designated from time to time by the board of directors.  In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.

Section 2.               An annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors.  At each annual meeting directors shall be elected and any other proper business may be transacted.

Section 3.               A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented

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by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws.  A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may 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 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 thereat.

Section 4.               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

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of law, or the Certificate of Incorporation, or these By-Laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 5.               At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period.  All proxies must be filed with the secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting.  Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation on the record date set by the board of directors as provided in Article V, Section 6 hereof.  All elections shall be had and all questions decided by a plurality vote.

Section 6.               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 the secretary at the request in writing of a majority of the board of directors, or at the request in writing of

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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.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7.               Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.  If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 8.               The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten 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

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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 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 9.               Unless otherwise provided in the Certificate of Incorporation, 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

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given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.               The board of directors shall consist of a minimum of one (1) and a maximum of eleven (11) directors.  The number of directors shall be fixed or changed from time to time, within the minimum and maximum, by the then appointed directors.  The directors need not be stockholders.  The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article III, and each director elected shall hold office until his successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire board of directors may be removed, either with or without cause, from the board of directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat.

Section 2.               Vacancies on the board of directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the

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directors then in office, although less than a quorum, or by a sole remaining director.  The directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless sooner displaced.  If there are no directors in office, then an election of directors may be held in the manner provided by statute.  If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.               The property and business of the Corporation shall be managed by or under the direction of its board of directors.  In addition to the powers and authorities by these By-Laws expressly conferred upon them, the board of directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by

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these By-Laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.               The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

Section 5.               Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board.

Section 6.               Special meetings of the board of directors may be called by the president on twenty-four hours’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or the secretary in like manner and on like notice on the written request of two directors unless the board of directors consists of only one director; in which case special meetings shall be called by the president or secretary in like manner or on like notice on the written request of the sole director.

Section 7.               At all meetings of the board of directors a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum,

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shall be the act of the board of directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these By-Laws.  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.  If only one director is authorized, such sole director shall constitute a quorum.

Section 8.               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 of directors 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 of directors or committee.

Section 9.               Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each

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other, and such participation in a meeting shall constitute presence in person at such meeting.

COMMITTEES OF DIRECTORS

Section 10.             The board of directors may, by resolution passed by a majority of the whole board of directors, designate one or more committees, each such committee to consist of one or more of the directors of the corporation. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation (except that a committee may,

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to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation; and, unless the resolution, By-Laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a Certificate of Ownership and Merger.

Section 11.             Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

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COMPENSATION OF DIRECTORS

Section 12.             Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the board of directors shall have the authority to fix the 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.

INDEMNIFICATION

Section 13.             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 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

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and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the full extent permitted by applicable law.  Expenses incurred by a person who is or was a director or officer of the Corporation in appearing at, participating in or defending any such action, suit or proceeding shall be paid by the Corporation at reasonable intervals in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized by this Section 13.  If a claim under this Section 13 is not paid in full by the Corporation within ninety days after a written claim 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 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 defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it

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permissible under the Delaware General Corporation Law or other applicable law 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 its board of directors, 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 has met the applicable standard of conduct set forth in the Delaware General Corporation Law or other applicable law, nor an actual determination by the Corporation (including its board of directors, 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.

ARTICLE IV

OFFICERS

Section 1.               The officers of the Corporation shall be chosen by the board of directors and shall include a president, a vice president and a secretary.  The Corporation may also have at the discretion of the board of directors such other officers as are desired, including a chairman of the board, additional vice presidents, one or

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more assistant secretaries, a treasurer, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IV.  In the event there are two or more vice presidents, then one or more may be designated as executive vice presidents, senior vice president, vice president marketing, or other similar or dissimilar title.  At the time of the election of the officers, the directors may by resolution determine the order of their rank. 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 the officers of the Corporation.

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 of directors.

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 in

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their stead.  Any officer elected or appointed by the board of directors may be removed at any time, either with or without cause, by the board of directors.  If the office of any officer or officers becomes vacant for any reason, the vacancy may be filled by the board of directors.

CHAIRMAN OF THE BOARD

Section 6.               The chairman of the board, if such an officer be elected, shall, if present, preside at all meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by these By-Laws.  If there is no president, the chairman of the board shall, in addition, be the chief executive officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.

PRESIDENT

Section 7.               Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the Corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and officers of the Corporation.  He shall be an ex-officio member of all committees and shall have the general

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powers and duties of management usually vested in the office of president and chief executive officer of Corporations, and shall have such other powers and duties as may be prescribed by the board of directors or these By-Laws.

VICE PRESIDENTS

Section 8.               In the absence or disability of the president, the vice presidents in order of their rank as fixed by the board of directors, or if not ranked, the vice president designated by the board of directors, shall perform all 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 have such other duties as from time to time may be prescribed for them, respectively, by the board of directors.

SECRETARY AND ASSISTANT SECRETARIES

Section 9.               The secretary shall record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the board of directors.  He shall give, or cause to be given, notice of all meetings of the stockholders and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or these By-Laws.  He shall keep in safe custody the seal of the Corporation, and

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affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an 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, the assistant secretary designated by the board of directors, shall, in the absence or disability of the secretary, 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.

TREASURER AND ASSISTANT TREASURERS

Section 11.             The treasurer, if such an officer is elected, 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.  He shall disburse the funds of the Corporation

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as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to 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.  If required by the board of directors, he shall give the Corporation a bond, 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 12.             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, the assistant treasurer designated by the board of directors, shall, in the absence or disability of the treasurer, 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 V

CERTIFICATES OF STOCK

Section 1.               Every holder of stock of the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president, and by the secretary or an assistant secretary, or the treasurer or an assistant treasurer of the Corporation, certifying the number of shares represented by the certificate owned by such stockholder in the Corporation.

Section 2.               Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3.               If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences

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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 powers, 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.

LOST, STOLEN OR DESTROYED CERTIFICATES

Section 4.               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 that 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,

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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 5.               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.

FIXING RECORD DATE

Section 6.               In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the 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

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other lawful action, the board of directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty 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.

REGISTERED STOCKHOLDERS

Section 7.               The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VI

GENERAL PROVISIONS
DIVIDENDS

Section 1.               Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in

23

shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2.               Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

CHECKS

Section 3.               All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the board of directors may from time to time designate.

FISCAL YEAR

Section 4.               The fiscal year of the Corporation shall be fixed by resolution of the board of directors.

CORPORATE SEAL

Section 5.               The corporate seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Delaware”. Said seal may be used by causing

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it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

NOTICES

Section 6.               Whenever, under the provisions of the Certificate of Incorporation or of these By-Laws or as required by law, 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 7.               Whenever any notice is required to be given by law or under the provisions 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 VII

AMENDMENTS

Section 1.               These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the stockholders

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or by the board of directors, when such power is conferred upon the board of directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal these By-Laws is conferred upon the board of directors by the Certificate of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal these By-Laws.

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EX-3.33

Exhibit 3.33

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

LANCOP U.S.A., INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

Lancop U.S.A., Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:

FIRST:  Article FIRST of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

FIRST:  The name of the Corporation is Graham Packaging Leasing USA Inc.

SECOND:  The foregoing amendment was duly adopted in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed in its corporate name this 12th day of October, 2004.

LANCOP U.S.A., INC.
By:	/s/ John E. Hamilton
Name:	John E. Hamilton
Title:	Chief Financial Officer & Secretary

CERTIFICATE OF INCORPORATION

OF

LANCOP U.S.A., INC.

* * * * *

1.The name of the corporation is

LANCOP U.S.A., INC.

2.The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange 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 engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.The total number of shares of stock which the corporation shall have authority to issue is one hundred (100) and the par value of each of such shares is One Dollar ($1.00), amounting in the aggregate to One Hundred Dollars ($100.00).

5A.The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
JULIAN E. PARKS, JR.	1633 Broadway New York, New York 10019
STANLEY R. HOWIE, JR.	1633 Broadway New York, New York 10019
THOMAS B. BALDWIN	1633 Broadway New York, New York 10019

5B.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
RICHARD L. CROITER	457 Main Street - Suite 2C Danbury, Connecticut 06811
GERARD J. KERINS	457 Main Street - Suite 2C Danbury, Connecticut 06811
DAVID C. CHAMPION	457 Main Street - Suite 2C Danbury, Connecticut 06811

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.

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8.Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

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 by-laws 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.

10.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 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 (iv) for any transaction from which the director derived any improper personal benefit.

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WE, THE UNDERSIGNED, being each of the incorporators hereinbefore 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 our hands this 7th day of August, 1991.

/s/ Julian E. Parks, Jr.

Julian E. Parks, Jr.

/s/ Stanley R. Howie, Jr.

Stanley R. Howie, Jr.

/s/ Thomas B. Baldwin

Thomas B. Baldwin

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EX-3.34

Exhibit 3.34

LANCOP U.S.A., INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1.The registered office shall be in the City of Wilmington, County of New Castle, 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 l.All meetings of the stockholders for the election of directors shall be held in the City of Florence, Commonwealth of Kentucky, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other

purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice ofthe meeting or in a duly executed waiver of notice thereof.

Section 2.Annual meetings of stockholders, commencing with the year 1992, shall be held on the last Wednesday of March if not a legal holiday, and if a legal holiday, then on the next secular 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, at which they 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 nor more than sixty 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 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

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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 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 nor more than sixty days before the date of the meting, to each

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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 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 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.

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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 the statutes 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.

Section 10.Unless otherwise provided in the certificate of incorporation 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.Unless otherwise provided in the certificate of incorporation, 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

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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 than one nor more than fifteen. The first board shall consist of three directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. 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. 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 a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall

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qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things 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.

MEETING 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.

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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 signed by all of the directors.

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 one day’s notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and

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on like notice on the written request of the sole director.

Section 8.At all meetings of the board a majority of the 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 of proceedings of the board or committee.

Section 10.Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any

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committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11.The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may

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require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from tine to time by resolution adopted by the board of directors.

Section 12.Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at

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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.

REMOVAL OF DIRECTORS

Section 14.Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

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

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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 president, a vice-president, a secretary and atreasurer. The board of directors may also choose 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

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president, one or more vide-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 shall be filled by the board of directors.

THE PRESIDENT

Section 6.The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall

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see that all orders and resolutions of the board of directors are carried into effect.

Section 7.He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8.In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, 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.

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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 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,

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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 TREASURER

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.

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Section 13.If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six 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.

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 chairman or vice-chairman of the board of

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directors, or 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.

Section 2.Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3.The board of directors may direct a new certificate or certificates to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that 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

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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.

TRANSFER 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, 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

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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 nor less than ten days before the date of such meeting, nor more than sixty 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.

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.

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ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing

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or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.The fiscal year of the corporation shall be fixed by resolution of the board of directors.

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SEAL

Section 6.The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7.The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1.These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such

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special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

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EX-3.35

Exhibit 3.35

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

COMERC U.S.A., INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

Comerc U.S.A., Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:

FIRST:  Article FIRST of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

FIRST:  The name of the Corporation is Graham Packaging Comerc USA Inc.

SECOND:  The foregoing amendment was duly adopted in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed in its corporate name this 12th day of October, 2004.

COMERC U.S.A., INC.
By:	/s/ John E. Hamilton
Name:	John E. Hamilton
Title:	Chief Financial Officer & Secretary

CERTIFICATE OF INCORPORATION

OF

Comerc U.S.A., Inc.

* * * * *

1.             The name of the corporation is

Comerc U.S.A., Inc.

2.             The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange 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 engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.             The total number of shares of stock which the corporation shall have authority to issue is one hundred (100) and the par value of each of such shares is One Dollar ($1.00), amounting in the aggregate to One Hundred Dollars ($100.00).

5A.          The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
JULIAN E. PARKS, JR.	1633 Broadway
	New York, New York 10019
STANLEY R. HOWIE, JR.	1633 Broadway
	New York, New York 10019
THOMAS B. BALDWIN	1633 Broadway
	New York, New York 10019

5B.          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
RICHARD L. CROITER	457 Main Street - Suite 2C
	Danbury, Connecticut 06811
GERARD J. KERINS	457 Main Street - Suite 2C
	Danbury, Connecticut 06811
DAVID C. CHAMPION	457 Main Street - Suite 2C
	Danbury, Connecticut 06811

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.

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8.             Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

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 by-laws 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.

10.           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 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 (iv) for any transaction from which the director derived any improper personal benefit.

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WE, THE UNDERSIGNED, being each of the incorporators hereinbefore 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 our hands this 7th day of August, 1991.

/s/ Julian E. Parks, Jr.

Julian E. Parks, Jr.

/s/ Stanley R. Howie, Jr.

Stanley R. Howie, Jr.

/s/ Thomas B. Baldwin

Thomas B. Baldwin

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EX-3.36

Exhibit 3.36

COMERC U.S.A., INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1.The registered office shall be in the City of Wilmington, County of New Castle, 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 for the election of directors shall be held in the City of Florence, Commonwealth of Kentucky, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other

purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.Annual meetings of stockholders, commencing with the year 1992, shall be held on the last Wednesday of March if not a legal holiday, and if a legal holiday, then on the next secular 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, at which they 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 nor more than sixty 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 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

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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 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 nor more than sixty days before the date of the meting, to each

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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 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 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.

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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 the statutes 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.

Section 10.Unless otherwise provided in the certificate of incorporation 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.Unless otherwise provided in the certificate of incorporation, 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

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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 than one nor more than fifteen. The first board shall consist of three directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. 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. 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 a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall

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qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things 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.

MEETING 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.

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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 signed by all of the directors.

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 one day’s notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and

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on like notice on the written request of the sole director.

Section 8.At all meetings of the board a majority of the 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 of proceedings of the board or committee.

Section 10.Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any

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committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11.The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may

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require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section l2.Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, if any, of attendance at

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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.

REMOVAL OF DIRECTORS

Section 14.Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

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

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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 president, a vice-president, a secretary and a treasurer. The board of directors may also choose 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

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president, one or more vide-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 shall be filled by the board of directors.

THE PRESIDENT

Section 6.The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall

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see that all orders and resolutions of the board of directors are carried into effect.

Section 7.He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8.In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, 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.

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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 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,

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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 TREASURER

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.

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Section 13.If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six 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.

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 chairman or vice-chairman of the board of

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directors, or 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.

Section 2.Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3.The board of directors may direct a new certificate or certificates to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that 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

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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.

TRANSFER 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, 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

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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 nor less than ten days before the date of such meeting, nor more than sixty 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.

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.

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ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing

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or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.The fiscal year of the corporation shall be fixed by resolution of the board of directors.

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SEAL

Section 6.The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7.The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1.These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such

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special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

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EX-3.37

Exhibit 3.37

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

CONTROLLERS U.S.A., INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

Controllers U.S.A., Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:

FIRST:  Article FIRST of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

FIRST:  The name of the Corporation is Graham Packaging Controllers USA Inc.

SECOND:  The foregoing amendment was duly adopted in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed in its corporate name this 12th day of October, 2004.

CONTROLLERS U.S.A., INC.
By:	/s/ John E. Hamilton
Name:	John E. Hamilton
Title:	Chief Financial Officer & Secretary

CERTIFICATE OF INCORPORATION

OF

Controllers U.S.A., Inc.

* * * * *

1.The name of the corporation is

Controllers U.S.A., Inc.

2.The address of its registered office in the State ofDelaware is Corporation Trust Center, 1209 Orange 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 engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.The total number of shares of stock which the corporation shall have authority to issue is one hundred (100) and the par value of each of such shares is One Dollar ($1.00), amounting in the aggregate to One Hundred Dollars ($100.00).

5A.The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
JULIAN E. PARKS, JR.	1633 Broadway
	New York, New York 10019
STANLEY R. HOWIE, JR.	1633 Broadway
	New York, New York 10019
THOMAS B. BALDWIN	1633 Broadway
	New York, New York 10019

5B.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
RICHARD L. CROITER	457 Main Street – Suite 2C
	Danbury, Connecticut 06811
GERARD J. KERINS	457 Main Street – Suite 2C
	Danbury, Connecticut 06811
DAVID C. CHAMPION	457 Main Street – Suite 2C
	Danbury, Connecticut 06811

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.

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8.Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

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 by-laws 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.

10.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 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 (iv) for any transaction from which the director derived any improper personal benefit.

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WE, THE UNDERSIGNED, being each of the incorporators hereinbefore 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 our hands this 7th day of August, 1991.

/s/ Julian E. Parks, Jr.

Julian E. Parks, Jr.

/s/ Stanley R. Howie, Jr.

Stanley R. Howie, Jr.

/s/ Thomas B. Baldwin

Thomas B. Baldwin

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EX-3.38

Exhibit 3.38

CONTROLLERS U.S.A. INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1.The registered office shall be in the City of Wilmington, County of New Castle, 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 for the election of directors shall be held in the City of Florence, Commonwealth of Kentucky, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other

purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.Annual meetings of stockholders, commencing with the year 1992, shall be held on the last Wednesday of March if not a legal holiday, and if a legal holiday, then on the next secular 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, at which they 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 nor more than sixty 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 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

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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 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 nor more than sixty days before the date of the meeting, to each

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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 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 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.

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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 the statutes 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.

Section 10.Unless otherwise provided in the certificate of incorporation 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.Unless otherwise provided in the certificate of incorporation, 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

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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 than one nor more than fifteen. The first board shall consist of three directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. 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. 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 a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall

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qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things 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.

MEETING 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.

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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 signed by all of the directors.

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 one day’s notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and

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on like notice on the written request of the sole director.

Section 8.At all meetings of the board a majority of the 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 of proceedings of the board or committee.

Section 10.Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any

9

committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11.The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may

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require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12.Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at

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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.

REMOVAL OF DIRECTORS

Section 14.Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

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

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corporation, with postage thereon prepaid, and such notice shall be deemed to begiven 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 president, a vice-president, a secretary and a treasurer. The board of directors may also choose 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

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president, one or more vide-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 shall be filled by the board of directors.

THE PRESIDENT

Section 6.The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall

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see that all orders and resolutions of the board of directors are carried into effect.

Section 7.He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8.In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, 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.

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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 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,

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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 TREASURER

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.

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Section 13.If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six 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.

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 chairman or vice-chairman of the board of

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directors, or 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.

Section 2.Any of or all the signatures on the certificate may be facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3.The board of directors may direct a new certificate or certificates to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that 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

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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.

TRANSFER 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, 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

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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 nor less than ten days before the date of such meeting, nor more than sixty 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.

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.

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ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing

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or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.The fiscal year of the corporation shall be fixed by resolution of the board of directors.

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SEAL

Section 6.The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7.The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1.These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such

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special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

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EX-3.39

Exhibit 3.39

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

TECHNOLOGICAL SPECIALTIES, INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

Technological Specialties, Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:

FIRST:  Article FIRST of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

FIRST:  The name of the Corporation is Graham Packaging Technological Specialties Inc.

SECOND:  The foregoing amendment was duly adopted in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed in its corporate name this 12th day of October, 2004.

TECHNOLOGICAL SPECIALTIES, INC.
By:	/s/ John E. Hamilton
Name:	John E. Hamilton
Title:	Chief Financial Officer & Secretary

CERTIFICATE OF INCORPORATION

OF

TECHNOLOGICAL SPECIALTIES, INC.

* * * * *

1.             The name of the corporation is

TECHNOLOGICAL SPECIALTIES, INC.

2.             The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange 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 engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.             The total number of shares of stock which the corporation shall have authority to issue is one hundred (100) and the par value of each of such shares is One Dollar ($1.00), amounting in the aggregate to One Hundred Dollars ($100.00).

5A.          The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
JULIAN E. PARKS, JR.	1633 Broadway
	New York, New York 10019
STANLEY R. HOWIE, JR.	1633 Broadway
	New York, New York 10019
THOMAS B. BALDWIN	1633 Broadway
	New York, New York 10019

5B.          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
RICHARD L. CROITER	457 Main Street – Suite 2C
	Danbury, Connecticut 06811
GERARD J. KERINS	457 Main Street – Suite 2C
	Danbury, Connecticut 06811
DAVID C. CHAMPION	457 Main Street – Suite 2C
	Danbury, Connecticut 06811

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.

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8.             Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books ofthe 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 by-laws 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.

10.           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 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 (iv) for any transaction from which the director derived any improper personal benefit.

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WE, THE UNDERSIGNED, being each of the incorporators hereinbefore 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 our hands this 7th day of August, 1991.

/s/ Julian E. Parks, Jr.

Julian E. Parks, Jr.

/s/ Stanley R. Howie, Jr.

Stanley R. Howie, Jr.

/s/ Thomas B. Baldwin

Thomas B. Baldwin

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EX-3.40

Exhibit 3.40

TECHNOLOGICAL SPECIALTIES, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1.  The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.  The corporation may also have offices at such other places both within and without the State of Delaware asthe 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 for the election of directors shall be held in the City of Florence, Commonwealth of Kentucky, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other

purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.  Annual meetings of stockholders, commencing with the year 1992, shall be held on the last Wednesday of March if not a legal holiday, and if a legal holiday, then on the next secular 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, at which they 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 nor more than sixty 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 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

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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 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 nor more than sixty days before the date of the meeting, to each

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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 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 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.

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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 the statutes 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.

Section 10.  Unless otherwise provided in the certificate of incorporation 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.  Unless otherwise provided in the certificate of incorporation, 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

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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 than one nor more than fifteen. The first board shall consist of three directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. 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. 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 a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall

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qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.  The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things 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.

MEETING 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.

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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 signed by all of the directors.

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 one day’s notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and

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on like notice on the written request of the sole director.

Section 8.  At all meetings of the board a majority of the 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 of proceedings of the board or committee.

Section 10.  Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any

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committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11.  The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may

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require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12.  Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.  Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at

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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.

REMOVAL OF DIRECTORS

Section 14.  Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

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

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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 president, a vice-president, a secretary and a treasurer. The board of directors may also choose 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

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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 shall be filled by the board of directors.

THE PRESIDENT

Section 6.  The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall

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seethat all orders and resolutions of the board of directors are carried into effect.

Section 7.  He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8.  In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, 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.

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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 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,

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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 TREASURER

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.

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Section 13.  If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six 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.

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 chairman or vice-chairman of the board of

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directors, or 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.

Section 2.  Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3.  The board of directors may direct a new certificate or certificates to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that 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

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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.

TRANSFER 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, 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

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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 nor less than ten days before the date of such meeting, nor more than sixty 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.

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.

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ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.  Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.  Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing

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or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.  The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.  The fiscal year of the corporation shall be fixed by resolution of the board of directors.

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SEAL

Section 6.  The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7.  The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1.  These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such

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special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

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EX-4.5

Exhibit 4.5

Execution Copy

REGISTRATION RIGHTS AGREEMENT

Dated October 7, 2004

between

GRAHAM PACKAGING COMPANY, L.P.

GPC CAPITAL CORP. I

The Guarantors listed on the Signature Pages hereto

and

CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS INC.

ABN AMRO INCORPORATED

$250,000,000    8 1/2 % Senior Notes due 2012

REGISTRATION RIGHTS AGREEMENT

October 7, 2004

Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Lehman Brothers Inc.

ABN AMRO Incorporated

  As Initial Purchasers
c/o Citigroup Global Markets Inc.
390 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

Graham Packaging Company, L.P., a Delaware limited partnership (the “Operating Company”) and GPC Capital Corp., I, a Delaware corporation ( the “Corporate Co-Issuer” and, together with the Operating Company, the “Company Issuers”), propose to issue and sell to certain purchasers (the “Initial Purchasers”), for whom Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Goldman, Sachs & Co. are acting as representatives, $250,000,000 aggregate principal amount of its 8 ½  % Senior Notes due 2012(the “Securities”) upon the terms set forth in the Purchase Agreement among the Company the Issuers, the Parent Guarantor (as defined below), the Subsidiary Guarantors (as defined below) and the Initial Purchasers named in Schedule I thereto, dated September 29, 2004 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Securities.  As of the date hereof, the Company Issuers’ obligations under the Securities will be guaranteed (the “Guarantee”) by, Graham Packaging Holdings Company, a Pennsylvania limited partnership (the “Parent Guarantor”) and the Operating Company’s wholly-owned domestic subsidiaries (the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”)  The Company Issuers and the Guarantors are collectively referred to as the “Issuers”.  References herein to the “Securities” refer to the Securities and the Guarantees, collectively.  To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder, the Issuers agree with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each, a “Holder” and, collectively, the “Holders”), as follows:

1.             Definitions.  Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement.  As used in this Agreement, the following terms shall have the following meanings:

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Affiliate” shall have the meaning specified in Rule 405 under the Act and the term “controlling” shall have a meaning correlative thereto.

“Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.

“Business Day” shall mean a day other than a Saturday, a Sunday or a legal holiday or day on which banking institutions or trust companies are authorized or required by law to close in New York City.

“Closing Date” shall mean the date of the first issuance of the Securities.

“Commission” shall mean the Securities and Exchange Commission.

“Company Issuers” shall have the meaning set forth in the preamble hereto.

“Corporate Co-Issuer” shall have the meaning set forth in the preamble hereto.

“Deferral Period” shall have the meaning set forth in Section 4(k)(ii) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Offer” shall mean the exchange offer by the Issuers of Securities for Registrable Securities pursuant to Section 2(a) hereof.

“Exchange Offer Registration Period” shall mean the period of 90 days following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

“Exchange Offer Registration Statement” shall mean a registration statement of the Issuers on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Exchange Securities” shall mean debt securities of the Issuers and Guarantees by the Guarantors, in each case identical in all material respects to the Securities (except that the transfer restrictions and liquidated damages provisions will be eliminated, as appropriate) to be issued under the Exchange Securities Indenture.

“Exchange Securities Indenture” shall mean the Indenture or an indenture among the Issuers, the Guarantors and the Exchange Securities Trustee, identical in all material respects to the Indenture (except that the transfer restrictions and liquidated damages provisions will be eliminated, as appropriate), which may be the Indenture if in the terms thereof appropriate provision is made for the Exchange Securities.

“Exchange Securities Trustee” shall mean the Trustee or a bank or trust company satisfactory to the Initial Purchasers, as trustee with respect to the Exchange Securities under the Exchange Securities Indenture.  For the purposes of the Exchange

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Securities Indenture, The Bank of New York is deemed satisfactory to the Initial Purchasers.

“Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for Exchange Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from any Issuer or any Affiliate of any Issuer) for Exchange Securities.

“Final Memorandum” shall mean the offering memorandum, dated September 29, 2004, relating to the Securities, including any and all supplements or exhibits thereto and any information incorporated by reference therein as of such date.

“Guarantee” shall have the meaning set forth in the preamble hereto.

“Guarantors” shall have the meaning set forth in the preamble hereto.

“Holder” shall have the meaning set forth in the preamble hereto.

 “Indenture” shall mean that certain Indenture relating to the Securities, dated as of October 7, 2004, among the Issuers, the Guarantors and The Bank of New York, as trustee, as the same may be amended from time to time in accordance with the terms thereof.

“Initial Placement” shall have the meaning set forth in the preamble hereto.

“Initial Purchasers” shall have the meaning set forth in the preamble hereto.

“Issuers” shall have the meaning set forth in the preamble hereto.

“Liquidated Damages” shall have the meaning set forth in Section 8 hereof.

“Losses” shall have the meaning set forth in Section 6(d) hereof.

“Majority Holders” shall mean, on any date, Holders of a majority of the aggregate principal amount of Securities and Exchange Securities registered under a Registration Statement.

“Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers who administer an underwritten offering, if any, under a Registration Statement.

“NASD Rules” shall mean the Conduct Rules and the By-laws of the National Association of Securities Dealers, Inc.

“Operating Company” shall have the meaning set forth in the preamble hereto.

“Parent Guarantor” shall have the meaning set forth in the preamble hereto.

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“Prospectus” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the Exchange Securities covered by such Registration Statement, and all amendments and supplements thereto, including any and all exhibits thereto and any information incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble hereto.

“Registered Exchange Offer” shall mean the proposed offer of the Issuers to issue and deliver to the Holders of Securities, which Holders are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the Exchange Securities.

“Registrable Securities” shall mean (i) Securities other than those that have been (A) registered under a Registration Statement and disposed of in accordance therewith or (B) distributed to the public pursuant to Rule 144 under the Act or any successor rule or regulation thereto that may be adopted by the Commission and (ii) any Exchange Securities the resale of which by the Holder thereof requires compliance with the prospectus delivery requirements of the Act.

“Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the Exchange Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein.

“Securities” shall have the meaning set forth in the preamble hereto.

 “Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.

“Shelf Registration Period” shall have the meaning set forth in Section 3(b)(ii) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or Exchange Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

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“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“underwriter” shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement.

2.             Registered Exchange Offer.

(a)           The Issuers shall prepare and use their reasonable best efforts to file with the Commission and cause to become effective the Exchange Offer Registration Statement with respect to the Registered Exchange Offer.  The Issuers shall use their commercially reasonable efforts to cause the Registered Exchange Offer to be completed under the Act within 300 days of the Closing Date.

(b)           Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (i) is not an Affiliate of the Issuers, (ii) acquires the Exchange Securities in the ordinary course of such Holder’s business, (iii) has no arrangements with any person to participate in the distribution of the Exchange Securities, (iv) is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer and (v) is not an Initial Purchaser holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.

(c)           In connection with the Registered Exchange Offer, the Issuers shall:

(i)    mail or cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(ii)   keep the Registered Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date notice thereof is mailed to the Holders;

(iii)  use their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act, to ensure that it is available for sales of Exchange Securities by Exchanging Dealers during the Exchange Offer Registration Period;

(iv)  utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the Exchange Securities Trustee or an Affiliate of either of them;

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(v)   permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;

(vi)  prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley & Co., Inc. (pub. avail. June 5, 1991) and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Securities in the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities; and

(vii) comply in all respects with all laws applicable to the Registered Exchange Offer.

(d)           As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:

(i)    accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;

(ii)   deliver to the Trustee for cancellation in accordance with Section 4(r) hereof all Securities so accepted for exchange; and

(iii)  cause the Exchange Securities Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of Exchange Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.

(e)           Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or any Affiliate of any Issuer.  Accordingly, each Holder participating in the Registered

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Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:

(i)    any Exchange Securities received by such Holder shall be acquired in the ordinary course of business;

(ii)   such Holder shall have no arrangement or understanding with any person to participate in the distribution within the meaning of the Act of the Securities or the Exchange Securities;

(iii)  such Holder is not an Affiliate of the Issuers; and

(iv)  if such Holder is an Exchanging Dealer, then such Holder will deliver a Prospectus in connection with a sale of any Exchange Securities received by such Holder pursuant to the Registered Exchange Offer.

(f)            If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the person purchasing Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of Exchange Securities.  The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and International Securities Identification Number (“ISIN”) for such Exchange Securities as for Exchange Securities issued pursuant to the Registered Exchange Offer.

3.             Shelf Registration.

(a)           If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Issuers determine upon advice of their outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not consummated within 300days of the Closing Date; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of Exchange Securities acquired in exchange for such Securities shall result in such Exchange Securities being not “freely tradeable;” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer in exchange for

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Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not “freely tradeable”), the Issuers shall file and use their reasonable best efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below.

(b)           (i)  The Issuers shall as promptly as practicable use their commercially reasonable efforts to file with the Commission and shall use their commercially reasonable efforts to cause to be declared effective under the Act within 300 days, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

(ii)   The Issuers shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of: (A)  the second anniversary of the Closing Date, (B) the date upon which all the Securities or Exchange Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (C) the date upon which the Securities or Exchange Securities, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144 under the Act pursuant to paragraph (k) thereof (in any such case, the “Shelf Registration Period”).  The Issuers shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any action that would result in Holders of Securities or Exchange Securities, as the case may be, covered thereby not being able to offer and sell such Securities or Exchange Securities, as the case may be, at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise taken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations hereunder), including the acquisition or divestiture of assets and (y) permitted pursuant to Section 4(k)(ii) hereof.

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(iii)  The Issuers shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

4.             Additional Registration Procedures.  In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply.

(a)           The Issuers shall:

(i)    furnish to counsel for the Initial Purchasers and to counsel for the Holders, not less than two (2) Business Days prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein after the initial filing) and shall use their commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as counsel to the Holders or counsel for the Initial Purchasers reasonably propose;

(ii)   include the information set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer;

(iii)  if requested by an Initial Purchaser, include the information required by Item 507 or 508, as applicable, of Regulation S-K in the Prospectus contained in the Exchange Offer Registration Statement or Shelf Registration Statement; and

(iv)  in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders.

(b)           The Issuers shall use their commercially reasonable efforts to ensure that:

(i)    any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Act; and

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(ii)   any Registration Statement and any amendment thereto does not, when it becomes effective, 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 not misleading.

(c)           The Issuers shall advise counsel for the Initial Purchasers, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to the Issuers a telephone or facsimile number and address for notices, and, if requested by any Initial Purchaser or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Issuers shall have remedied the basis for such suspension):

(i)    when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii)   of any request by the Commission after the effective date for any amendment or supplement to the Registration Statement or the Prospectus or for additional information;

(iii)  of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding for that purpose;

(iv)  of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Securities or Exchange Securities, as the case may be, included therein for sale in any jurisdiction or the institution of any proceeding for such purpose; and

(v)   of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, they (A) do not contain any untrue statement of a material fact and (B) do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

(d)           The Issuers shall use their commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the Securities or Exchange Securities, as the case may be, therein for sale in any jurisdiction.

(e)           The Issuers shall furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one (1) copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

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(f)            The Issuers shall, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including any preliminary prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request.  The Issuers consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g)           The Issuers shall furnish to each Exchanging Dealer which so requests, without charge, at least one (1) conformed copy of the Exchange Offer Registration Statement and any post-effective amendments thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(h)           The Issuers shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendments or supplements thereto as any such person may reasonably request.  The Issuers consent to the use of the Prospectus or any amendments or supplements thereto by any Initial Purchaser, any Exchanging Dealer and any such other person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement.

(i)            Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Issuers shall arrange, if necessary, for the registration or qualification of the Securities or the Exchange Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and shall maintain such qualification in effect so long as required; provided that in no event shall the Issuers be obligated to qualify to do business in any jurisdiction where they are not then so qualified or to take any action that would subject them to service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where they are not then so subject or to subject themselves to taxation in excess of a nominal amount in respect of doing business in such jurisdiction.

(j)            The Issuers shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing Exchange Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request in writing at least three (3) Business Days prior to the closing date of any sales of Exchange Securities.

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(k)           (i)  Upon the occurrence of any event contemplated by subsections (c) (ii) through (v) above, the Issuers shall promptly (or within the time period provided for by clause (ii) hereof, if applicable) prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to the Initial Purchasers of the Securities included therein, the Prospectus shall not include an 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.  In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 hereof shall be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) hereof to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section 4(k).

(ii)   Upon the occurrence or existence of any pending corporate development or any other material event that, in the reasonable judgment of the Issuers, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related Prospectus, the Issuers shall give notice (without notice of the nature or details of such events) to the Holders that the availability of the Shelf Registration is suspended and, upon actual receipt of any such notice, each Holder agrees not to sell any Registrable Securities pursuant to the Shelf Registration until such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in Section 3(a)(i) hereof, or until it is advised in writing by the Issuers that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus.  The period during which the availability of the Shelf Registration and any Prospectus is suspended (the “Deferral Period”) (1) shall not exceed 60 consecutive days, (2) shall not occur more than one time during any calendar year and (3) shall extend the number of days the Shelf Registration or any Prospectus is available by an amount equal to the Deferral Period.  Any Liquidated Damages payable pursuant to Section 8(a)(iii) shall cease to accrue during any Deferral Period.

(l)            Not later than the effective date of any Registration Statement, the Issuers shall provide a CUSIP number and ISIN for the Securities or the Exchange Securities, as the case may be, registered under such Registration Statement, and provide the Trustee with printed certificates for such Securities or Exchange Securities, in a form eligible for deposit with The Depository Trust Company.

(m)          The Issuers shall comply in all material respects with all applicable rules and regulations of the Commission and shall make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Act as soon as practicable after the effective date of the applicable Registration Statement.

(n)           The Issuers shall cause the Exchange Securities Indenture to be qualified under the Trust Indenture Act as required by applicable law in a timely manner.

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(o)           The Issuers may require each Holder of Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Issuer such information regarding the Holder and the distribution of such Securities as the Issuers may from time to time reasonably require for inclusion in such Registration Statement.  The Issuers may exclude from such Shelf Registration Statement the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request.

(p)           In the case of any Shelf Registration Statement, upon the request of the Majority Holders, the Issuers shall enter into customary agreements (including, if requested, one underwriting agreement in customary form) and take all other appropriate actions, if any, as the Majority Holders shall reasonably request in order to expedite or facilitate the registration or the disposition of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 hereof.

(q)           In the case of any Shelf Registration Statement, the Issuers shall:

(i)    make reasonably available for inspection at a location where they are normally kept and during normal business hours by the Majority Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by such Holders or any such underwriter, all relevant financial and other records and pertinent corporate documents of the Issuers;

(ii)   use their commercially reasonable efforts to cause their officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent (each, an “Inspector”) in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that such Inspector shall first agree in writing with the Issuers that any information that is reasonably and in good faith designated by the Issuers in writing as confidential at the time of delivery of such information shall be kept confidential by such Inspector, unless (1) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (2) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of such Registration Statement or the use of any Prospectus), (3) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such person or (4) such information becomes available to such Inspector from a source other than the Issuers and such source is not known, after due inquiry, by the relevant Holder to be bound by a confidentiality agreement or is not otherwise under a duty of trust to the Issuers;

(iii)  make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance

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and scope as are customarily made by issuers to underwriters in primary underwritten offerings;

(iv)  obtain opinions of counsel to the Issuers and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

(v)   obtain “comfort” letters and updates thereof from the independent certified public accountants of the Parent Guarantor (and, if necessary, any other independent certified public accountants of any subsidiary of the Parent Guarantor or of any business acquired by the Parent Guarantor for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Securities registered thereunder and the underwriters, if any, in customary form and covering matters of the type customarily covered in “comfort” letters in connection with primary underwritten offerings; and

(vi)  deliver such documents and certificates as may be reasonably requested by the Majority Holders or the Managing Underwriters, if any, including those to evidence compliance with Section 4(k) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuers.

(r)            If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Issuers (or to such other person as directed by the Issuer) in exchange for the Exchange Securities, the Issuers shall mark, or caused to be marked, on the Securities so exchanged that such Securities are being cancelled in exchange for the Exchange Securities.  In no event shall the Securities be marked as paid or otherwise satisfied.

(s)           The Issuers shall use their commercially reasonable best efforts to take all other steps necessary to effect the registration of the Securities or the Exchange Securities, as the case may be, covered by a Registration Statement.

5.             Registration Expenses.  The Issuers shall bear all expenses incurred in connection with the performance of their obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, shall reimburse the Holders for the reasonable fees and disbursements of one firm or counsel (which shall initially be Cahill Gordon & Reindel LLP, but which may be another nationally recognized law firm experienced in securities matters designated by the Majority Holders) to act as counsel for the Holders in connection therewith, and, in the case of any Exchange Offer Registration Statement, shall reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel acting in connection therewith, in each case which counsel shall be approved by the Issuers (such approval not to be unreasonably withheld).  Each Holder shall pay all expenses of its counsel other than as set forth

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in the preceding sentence, underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Securities or Exchange Securities.

6.             Indemnification and Contribution.

(a)           Each of the Issuers, jointly and severally, agrees to indemnify and hold harmless each Holder of Securities or Exchange Securities, as the case may be, covered by any Registration Statement, each Initial Purchaser and each Affiliate thereof and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer, the directors, officers and Affiliates of each such Holder, Initial Purchaser or Exchanging Dealer and each person who controls any such Holder, Initial Purchaser or Exchanging Dealer within the meaning of either the Act or the Exchange Act from and against any and all losses, claims, damages and liabilities, joint or several, to which they or any of them may become subject under Section 15 of the Act, Section 20 of the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made) not misleading, and agree (subject to the limitations set forth in the proviso to this sentence) to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuers shall not 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 such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of the party claiming indemnification specifically for inclusion therein; provided further, that with respect to any such untrue statement in or omission from the preliminary Prospectus, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the final Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such preliminary Prospectus was corrected in the final Prospectus unless, in either case, such failure to deliver the final Prospectus was a result of non-compliance by the Issuers with the provisions of Section 4 hereof.  This indemnity agreement shall be in addition to any liability that the Issuer may otherwise have.  The Issuers shall not be liable under this Section 6 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

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parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Issuers, which consent shall not be unreasonably withheld.

(b)           Each Holder of securities covered by a Registration Statement (including each Initial Purchaser that is a Holder, in such capacity) severally and not jointly agrees to indemnify and hold harmless each of the Issuers and each of their directors, each of their officers who signs such Registration Statement and each person who controls the Issuers within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Issuers to each such Holder, but only with reference to written information relating to such Holder furnished to the Issuer by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity.  This indemnity agreement shall be in addition to any liability that any such Holder may otherwise have.

(c)           Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof; but the failure to so notify the indemnifying party (i) shall not relieve it from liability under paragraph (a) or (b) of this Section 6 unless and to the extent it did not otherwise learn of such action and such failure results in forfeiture by the indemnifying party of substantial rights and defenses and (ii) shall not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) of this Section 6.  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 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

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proceeding or related proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified persons.  Any such separate firm for any Initial Purchaser, its affiliates, directors and officers and any control persons of such Initial Purchaser shall be designated in writing by the Initial Purchasers who sold a majority in interest of Registrable Securities and Exchange Securities sold by all such Initial Purchasers and any such separate firm for the Issuers, the Guarantors and any control persons of the Issuer shall be designated in writing by the Issuers.  An indemnifying party shall 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 concession of, fault, culpability or failure to act by or on behalf of any indemnified party.

(d)           In the event that the indemnity provided in paragraph (a) or (b) of this Section 6 is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, liability, damage or action) (collectively “Losses”) to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial Purchaser be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a Exchange Security, applicable to the Security that was exchangeable into such Exchange Security, as set forth in the Purchase Agreement, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses.  If the allocation provided by the immediately preceding sentence is unavailable for any reason or not permitted by applicable law, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations.  Benefits received by the Issuers shall be deemed to be equal to the total net proceeds from the Initial Placement (before deducting expenses) as set forth in the Final Memorandum.  Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth in the Purchase Agreement, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or Exchange Securities, as applicable, registered under the Act.  Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus

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forming a part of the Registration Statement which resulted in such Losses.  Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission and any other equitable considerations appropriate in the circumstances.  The parties agree that it would not be just and equitable if the amount of such contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above.  Notwithstanding the provisions of this paragraph 6(d), 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 Section 6(d), each person, if any, who controls a Holder within the meaning of either the Act or the Exchange Act and each director and officer of such Holder shall have the same rights to contribution as such Holder, and each person who controls any Issuer within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, each officer of such Issuer who shall have signed the Registration Statement and each director of such Issuer shall have the same rights to contribution as the Issuers, subject in each case to the applicable terms and conditions of this paragraph 6(d).

(e)           The provisions of this Section 6 shall remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Issuers or any of the indemnified persons referred to in this Section 6, and shall survive the sale by a Holder of securities covered by a Registration Statement.

7.             Underwritten Registrations.

(a)           If any of the Securities or Exchange Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters, if any, shall be selected by the Majority Holders, subject to the consent of the Issuers (which shall not be unreasonably withheld), and the Holders of Securities or Exchange Securities covered by such Shelf Registration Statement shall be responsible for all underwriting commissions and discounts.

(b)           No person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such person (i) agrees to sell such person’s Securities or Exchange Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

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8.             Registration Defaults.

(a)           If any of the following events shall occur, then the Issuers shall pay liquidated damages (the “Liquidated Damages”) to the Holders of Securities in respect of the Securities as follows:

(i)    if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 300 days of the Closing Date, then Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or

(ii)   notwithstanding that the Issuers have consummated or will consummate a Registered Exchange Offer, if the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 300th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or

(iii)  subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities;

provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case

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of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Liquidated Damages shall cease to accrue.

(b)           The Company Issuers shall notify the Trustee in writing within one Business Day after each and every date on which an event occurs in respect of which Liquidated Damages are required to be paid and within one Business Day after such Liquidated Damages cease to accrue.  Any amounts of Liquidated Damages due pursuant to paragraphs (i), (ii) or (iii) of this Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Liquidated Damages commences to accrue.

(c)           The parties hereto agree that the liquidated damages in the form of Liquidated Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.

9.             No Inconsistent Agreements.  The Issuers have not entered into, and agree not to enter into, any agreement with respect to their securities that is inconsistent with the rights granted to the Holders herein or that otherwise conflicts with the provisions hereof.

10.           Amendments and Waivers.  The provisions of this Agreement may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuer has obtained the written consent of the Holders of a majority of the aggregate principal amount of the Registrable Securities outstanding; provided that, with respect to any matter that directly or indirectly affects the rights and obligations of any Initial Purchaser hereunder, the Issuer shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective; provided, further, that no amendment, qualification, supplement, waiver orconsent with respect to Section 8 hereof shall be effective as against any Holder of Registered Securities unless consented to in writing by such Holder; and provided, further, that the provisions of this Article 10 may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuer has obtained the written consent of the Initial Purchasers and each Holder.Notwithstanding the foregoing (except the foregoing provisos), a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or Exchange Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or Exchange Securities, as the case may be, being sold rather than registered under such Registration Statement.

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11.           Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery:

(a)           if to a Holder, at the most current address given by such Holder to the Issuer in accordance with the provisions of this Section 11, which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar (as such term is defined in the Indenture) under the Indenture;

(b)           if to the Initial Purchasers, initially at the address or addresses set forth in the Purchase Agreement; and

(c)           if to the Company Issuers or any Guarantor, initially at the address set forth in the Purchase Agreement.

All such notices and communications shall be deemed to have been duly given when received.

The Initial Purchasers or the Company Issuers by notice to the other parties may designate additional or different addresses for subsequent notices or communications.

12.           Remedies.  Each Holder, in addition to being entitled to exercise all rights provided to it herein, in the Indenture or in the Purchase Agreement or granted by law, including recovery of liquidated or other damages, will be entitled to specific performance of its rights under this Agreement.  Each Issuer agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by them of the provisions of this Agreement and hereby agree to waive in any action for specific performance the defense that a remedy at law would be adequate.

13.           Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective successors and assigns, including, without the need for an express assignment or any consent by the Issuer thereto, subsequent Holders of Securities and the Exchange Securities, and the indemnified persons referred to in Section 6 hereof.  Each Issuer hereby agrees to extend the benefits of this Agreement to any Holder of Securities and the Exchange Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

14.           Counterparts.  This Agreement may be signed in one or more counterparts which may be delivered in original form or by telecopier, each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement.

15.           Headings.  The section headings used herein are for convenience only and shall not affect the construction hereof.

16.           Applicable Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.  The parties hereto each 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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17.           Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

18.           Securities Held by any Issuer, etc.  Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by the Company Issuers, any Guarantor or their Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

[Signature pages follow.]

22

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement by and among the Company Issuers, the Guarantors and the several Initial Purchasers.

Very truly yours,
GPC CAPITAL CORP. I
By:	/s/ John E. Hamilton
	Name:	John E. Hamilton
	Title:	Vice President, Secretary and Assistant Treasurer

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

GRAHAM PACKAGING HOLDINGS COMPANY
By:	BCP/Graham Holdings LLC,
		its general partner
By:	/s/ John E. Hamilton
	Name:		John E. Hamilton
	Title:		Vice President

GPC SUB GP LLC
By:	/s/ John E. Hamilton
	Name:	John E. Hamilton
	Title:	Vice President, Finance and Administration, Treasurer and Secretary

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

23

GRAHAM PACKAGING LATIN AMERICA, LLC
By:	/s/ John E. Hamilton
	Name:	John E. Hamilton
	Title:	Vice President, Finance and Administration, Treasurer and Secretary

GRAHAM PACKAGING POLAND, L.P.
By:	GPC Sub GP LLC,
		its general partner
By:	/s/ John E. Hamilton
	Name:		John E. Hamilton
	Title:		Vice President, Finance and Administration, Treasurer and Secretary

GRAHAM RECYCLING COMPANY, L.P.
By:	GPC Sub GP LLC,
		its general partner
By:	/s/ John E. Hamilton
	Name:		John E. Hamilton
	Title:		Vice President, Finance and Administration, Treasurer and Secretary

GRAHAM PACKAGING FRANCE PARTNERS
By:	Graham Packaging Company, L.P.,
		its partner
By:	GPC Opco GP LLC,
		its general partner
By:	/s/ John E. Hamilton
	Name:		John E. Hamilton
	Title:		Chief Financial Officer, Treasurer and Secretary

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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GRAHAM PACKAGING WEST JORDAN, LLC
By:	/s/ John E. Hamilton
	Name:	John E. Hamilton
	Title:	Chief Financial Officer, Treasurer and Secretary

GRAHAM PACKAGING ACQUISITION CORP.
OWENS-BROCKWAY PLASTIC PRODUCTS, INC.
CONTINENTAL PET TECHNOLOGIES, INC.
LANCOP U.S.A., INC.
CONTROLLERS U.S.A., INC.
COMERC U.S.A., INC.
OI REGIOPLAST STS INC.
TECHNOLOGICAL SPECIALITIES INC.
OI VENEZUELA PLASTIC PRODUCTS INC.
By:	/s/ John E. Hamilton
	Name:	John E. Hamilton
	Title:	Secretary

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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Accepted as of the date hereof

Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Lehman Brothers Inc.

ABN AMRO Incorporated

Acting severally on behalf of themselves and the several Initial Purchasers.

By:	Citigroup Global Markets Inc.
By:	/s/ Whitner Marshall
	Name:	Whitner Marshall
	Title:	Director

26

ANNEX A

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it shall deliver a prospectus in connection with any resale of such Exchange Securities.  The Letter of Transmittal states that by so acknowledging and by delivering a Prospectus, a broker-dealer shall not be deemed to admit that it is an “underwriter” within the meaning of the Act.  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 Securities received in exchange for Securities where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities.  The Issuers have agreed that, for a period of 90 days after consummation of the Registered Exchange Offer, they shall make this Prospectus available to any broker-dealer for use in connection with any such resale.  See “Plan of Distribution”.

A-1

ANNEX B

Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it shall deliver a Prospectus in connection with any resale of such Exchange Securities.  See “Plan of Distribution”.

B-1

ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities.  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 Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities.  Each Issuer has agreed that, for a period of 90 days after the consummation of the Registered Exchange Offer, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.  In addition, until __________, 20___, all dealers effecting transactions in the Exchange Securities may be required to deliver a Prospectus.

The Issuers will not receive any proceeds from any sale of Exchange Securities by brokers-dealers.  Exchange Securities received by broker-dealers for their own account pursuant to the Registered 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 Securities 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 negotiated prices.  Any such resale may be made directly to purchasers or to 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 Securities.  Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the 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 Act.

For a period of 90 days after the consummation of the Registered Exchange Offer, the Issuers 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.  The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act.

[If applicable, add information required by Regulation S-K Items 507 and/or 508.]

C-1

ANNEX D

LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

1.PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

2.If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged  in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any person to participate in a distribution of the Exchange Securities.  If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it shall deliver a Prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a Prospectus, the undersigned shall not be deemed to admit that it is an “underwriter” within the meaning of the Act.

D-1

EX-4.6

Exhibit 4.6

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

Dated October 7, 2004

between

GRAHAM PACKAGING COMPANY, L.P.

GPC CAPITAL CORP. I

The Guarantors listed on the Signature Pages hereto

and

CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS INC.

ABN AMRO INCORPORATED

$375,000,000     9 7/8% Senior Subordinated Notes due 2014

REGISTRATION RIGHTS AGREEMENT

October 7, 2004

Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Lehman Brothers Inc.

ABN AMRO Incorporated

  As Initial Purchasers
c/o Citigroup Global Markets Inc.
390 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

Graham Packaging Company, L.P., a Delaware limited partnership (the “Operating Company”) and GPC Capital Corp., I, a Delaware corporation ( the “Corporate Co-Issuer” and, together with the Operating Company, the “Company Issuers”), propose to issue and sell to certain purchasers (the “Initial Purchasers”), for whom Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Goldman, Sachs & Co. are acting as representatives, $375,000,000 aggregate principal amount of its 9 7/8 % Senior Subordinated Notes due 2014(the “Securities”) upon the terms set forth in the Purchase Agreement among the Company the Issuers, the Parent Guarantor (as defined below), the Subsidiary Guarantors (as defined below) and the Initial Purchasers named in Schedule I thereto, dated September 29, 2004 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Securities.  As of the date hereof, the Company Issuers’ obligations under the Securities will be guaranteed (the “Guarantee”) by, Graham Packaging Holdings Company, a Pennsylvania limited partnership (the “Parent Guarantor”) and the Operating Company’s wholly-owned domestic subsidiaries (the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”)  The Company Issuers and the Guarantors are collectively referred to as the “Issuers”.  References herein to the “Securities” refer to the Securities and the Guarantees, collectively.  To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder, the Issuers agree with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each, a “Holder” and, collectively, the “Holders”), as follows:

1.             Definitions.  Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement.  As used in this Agreement, the following terms shall have the following meanings:

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Affiliate” shall have the meaning specified in Rule 405 under the Act and the term “controlling” shall have a meaning correlative thereto.

“Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.

“Business Day” shall mean a day other than a Saturday, a Sunday or a legal holiday or day on which banking institutions or trust companies are authorized or required by law to close in New York City.

“Closing Date” shall mean the date of the first issuance of the Securities.

“Commission” shall mean the Securities and Exchange Commission.

“Company Issuers” shall have the meaning set forth in the preamble hereto.

“Corporate Co-Issuer” shall have the meaning set forth in the preamble hereto.

“Deferral Period” shall have the meaning set forth in Section 4(k)(ii) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Offer” shall mean the exchange offer by the Issuers of Securities for Registrable Securities pursuant to Section 2(a) hereof.

“Exchange Offer Registration Period” shall mean the period of 90 days following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

“Exchange Offer Registration Statement” shall mean a registration statement of the Issuers on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Exchange Securities” shall mean debt securities of the Issuers and Guarantees by the Guarantors, in each case identical in all material respects to the Securities (except that the transfer restrictions and liquidated damages provisions will be eliminated, as appropriate) to be issued under the Exchange Securities Indenture.

“Exchange Securities Indenture” shall mean the Indenture or an indenture among the Issuers, the Guarantors and the Exchange Securities Trustee, identical in all material respects to the Indenture (except that the transfer restrictions and liquidated damages provisions will be eliminated, as appropriate), which may be the Indenture if in the terms thereof appropriate provision is made for the Exchange Securities.

“Exchange Securities Trustee” shall mean the Trustee or a bank or trust company satisfactory to the Initial Purchasers, as trustee with respect to the Exchange Securities under the Exchange Securities Indenture.  For the purposes of the Exchange

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 Securities Indenture, The Bank of New York is deemed satisfactory to the Initial Purchasers.

“Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for Exchange Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from any Issuer or any Affiliate of any Issuer) for Exchange Securities.

“Final Memorandum” shall mean the offering memorandum, dated September 29, 2004, relating to the Securities, including any and all supplements or exhibits thereto and any information incorporated by reference therein as of such date.

“Guarantee” shall have the meaning set forth in the preamble hereto.

“Guarantors” shall have the meaning set forth in the preamble hereto.

“Holder” shall have the meaning set forth in the preamble hereto.

 “Indenture” shall mean that certain Indenture relating to the Securities, dated as of October 7, 2004, among the Issuers, the Guarantors and The Bank of New York, as trustee, as the same may be amended from time to time in accordance with the terms thereof.

“Initial Placement” shall have the meaning set forth in the preamble hereto.

“Initial Purchasers” shall have the meaning set forth in the preamble hereto.

“Issuers” shall have the meaning set forth in the preamble hereto.

“Liquidated Damages” shall have the meaning set forth in Section 8 hereof.

“Losses” shall have the meaning set forth in Section 6(d) hereof.

“Majority Holders” shall mean, on any date, Holders of a majority of the aggregate principal amount of Securities and Exchange Securities registered under a Registration Statement.

“Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers who administer an underwritten offering, if any, under a Registration Statement.

“NASD Rules” shall mean the Conduct Rules and the By-laws of the National Association of Securities Dealers, Inc.

“Operating Company” shall have the meaning set forth in the preamble hereto.

“Parent Guarantor” shall have the meaning set forth in the preamble hereto.

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“Prospectus” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the Exchange Securities covered by such Registration Statement, and all amendments and supplements thereto, including any and all exhibits thereto and any information incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble hereto.

“Registered Exchange Offer” shall mean the proposed offer of the Issuers to issue and deliver to the Holders of Securities, which Holders are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the Exchange Securities.

“Registrable Securities” shall mean (i) Securities other than those that have been (A) registered under a Registration Statement and disposed of in accordance therewith or (B) distributed to the public pursuant to Rule 144 under the Act or any successor rule or regulation thereto that may be adopted by the Commission and (ii) any Exchange Securities the resale of which by the Holder thereof requires compliance with the prospectus delivery requirements of the Act.

“Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the Exchange Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein.

“Securities” shall have the meaning set forth in the preamble hereto.

“Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.

“Shelf Registration Period” shall have the meaning set forth in Section 3(b)(ii) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or Exchange Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

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“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“underwriter” shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement.

2.             Registered Exchange Offer.

(a)           The Issuers shall prepare and use their reasonable best efforts to file with the Commission and cause to become effective the Exchange Offer Registration Statement with respect to the Registered Exchange Offer.  The Issuers shall use their commercially reasonable efforts to cause the Registered Exchange Offer to be completed under the Act within 300 days of the Closing Date.

(b)           Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (i) is not an Affiliate of the Issuers, (ii) acquires the Exchange Securities in the ordinary course of such Holder’s business, (iii) has no arrangements with any person to participate in the distribution of the Exchange Securities, (iv) is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer and (v) is not an Initial Purchaser holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.

(c)           In connection with the Registered Exchange Offer, the Issuers shall:

(i)    mail or cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(ii)   keep the Registered Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date notice thereof is mailed to the Holders;

(iii)  use their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act, to ensure that it is available for sales of Exchange Securities by Exchanging Dealers during the Exchange Offer Registration Period;

(iv)  utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the Exchange Securities Trustee or an Affiliate of either of them;

5

(v)   permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;

(vi)  prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley & Co., Inc. (pub. avail. June 5, 1991) and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Securities in the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities; and

(vii) comply in all respects with all laws applicable to the Registered Exchange Offer.

(d)           As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:

(i)    accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;

(ii)   deliver to the Trustee for cancellation in accordance with Section 4(r) hereof all Securities so accepted for exchange; and

(iii)  cause the Exchange Securities Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of Exchange Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.

(e)           Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or any Affiliate of any Issuer.  Accordingly, each Holder participating in the Registered

6

Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:

(i)    any Exchange Securities received by such Holder shall be acquired in the ordinary course of business;

(ii)   such Holder shall have no arrangement or understanding with any person to participate in the distribution within the meaning of the Act of the Securities or the Exchange Securities;

(iii)  such Holder is not an Affiliate of the Issuers; and

(iv)  if such Holder is an Exchanging Dealer, then such Holder will deliver a Prospectus in connection with a sale of any Exchange Securities received by such Holder pursuant to the Registered Exchange Offer.

(f)            If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the person purchasing Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of Exchange Securities.  The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and International Securities Identification Number (“ISIN”) for such Exchange Securities as for Exchange Securities issued pursuant to the Registered Exchange Offer.

3.             Shelf Registration.

(a)           If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Issuers determine upon advice of their outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not consummated within 300days of the Closing Date; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of Exchange Securities acquired in exchange for such Securities shall result in such Exchange Securities being not “freely tradeable;” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer in exchange for

7

Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not “freely tradeable”), the Issuers shall file and use their reasonable best efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below.

(b)           (i)  The Issuers shall as promptly as practicable use their commercially reasonable efforts to file with the Commission and shall use their commercially reasonable efforts to cause to be declared effective under the Act within 300 days, a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

(ii)   The Issuers shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of: (A)  the second anniversary of the Closing Date, (B) the date upon which all the Securities or Exchange Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (C) the date upon which the Securities or Exchange Securities, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144 under the Act pursuant to paragraph (k) thereof (in any such case, the “Shelf Registration Period”).  The Issuers shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any action that would result in Holders of Securities or Exchange Securities, as the case may be, covered thereby not being able to offer and sell such Securities or Exchange Securities, as the case may be, at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise taken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations hereunder), including the acquisition or divestiture of assets and (y) permitted pursuant to Section 4(k)(ii) hereof.

8

(iii)  The Issuers shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

4.             Additional Registration Procedures.  In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply.

(a)           The Issuers shall:

(i)    furnish to counsel for the Initial Purchasers and to counsel for the Holders, not less than two (2) Business Days prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein after the initial filing) and shall use their commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as counsel to the Holders or counsel for the Initial Purchasers reasonably propose;

(ii)   include the information set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer;

(iii)  if requested by an Initial Purchaser, include the information required by Item 507 or 508, as applicable, of Regulation S-K in the Prospectus contained in the Exchange Offer Registration Statement or Shelf Registration Statement; and

(iv)  in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders.

(b)           The Issuers shall use their commercially reasonable efforts to ensure that:

(i)    any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Act; and

9

(ii)   any Registration Statement and any amendment thereto does not, when it becomes effective, 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 not misleading.

(c)           The Issuers shall advise counsel for the Initial Purchasers, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to the Issuers a telephone or facsimile number and address for notices, and, if requested by any Initial Purchaser or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Issuers shall have remedied the basis for such suspension):

(i)    when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii)   of any request by the Commission after the effective date for any amendment or supplement to the Registration Statement or the Prospectus or for additional information;

(iii)  of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding for that purpose;

(iv)  of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Securities or Exchange Securities, as the case may be, included therein for sale in any jurisdiction or the institution of any proceeding for such purpose; and

(v)   of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, they (A) do not contain any untrue statement of a material fact and (B) do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

(d)           The Issuers shall use their commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the Securities or Exchange Securities, as the case may be, therein for sale in any jurisdiction.

(e)           The Issuers shall furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one (1) copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

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(f)            The Issuers shall, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including any preliminary prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request.  The Issuers consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g)           The Issuers shall furnish to each Exchanging Dealer which so requests, without charge, at least one (1) conformed copy of the Exchange Offer Registration Statement and any post-effective amendments thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(h)           The Issuers shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendments or supplements thereto as any such person may reasonably request.  The Issuers consent to the use of the Prospectus or any amendments or supplements thereto by any Initial Purchaser, any Exchanging Dealer and any such other person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement.

(i)            Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Issuers shall arrange, if necessary, for the registration or qualification of the Securities or the Exchange Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and shall maintain such qualification in effect so long as required; provided that in no event shall the Issuers be obligated to qualify to do business in any jurisdiction where they are not then so qualified or to take any action that would subject them to service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where they are not then so subject or to subject themselves to taxation in excess of a nominal amount in respect of doing business in such jurisdiction.

(j)            The Issuers shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing Exchange Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request in writing at least three (3) Business Days prior to the closing date of any sales of Exchange Securities.

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(k)           (i)  Upon the occurrence of any event contemplated by subsections (c) (ii) through (v) above, the Issuers shall promptly (or within the time period provided for by clause (ii) hereof, if applicable) prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to the Initial Purchasers of the Securities included therein, the Prospectus shall not include an 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.  In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 hereof shall be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) hereof to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section 4(k).

(ii)   Upon the occurrence or existence of any pending corporate development or any other material event that, in the reasonable judgment of the Issuers, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related Prospectus, the Issuers shall give notice (without notice of the nature or details of such events) to the Holders that the availability of the Shelf Registration is suspended and, upon actual receipt of any such notice, each Holder agrees not to sell any Registrable Securities pursuant to the Shelf Registration until such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in Section 3(a)(i) hereof, or until it is advised in writing by the Issuers that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus.  The period during which the availability of the Shelf Registration and any Prospectus is suspended (the “Deferral Period”) (1) shall not exceed 60 consecutive days, (2) shall not occur more than one time during any calendar year and (3) shall extend the number of days the Shelf Registration or any Prospectus is available by an amount equal to the Deferral Period.  Any Liquidated Damages payable pursuant to Section 8(a)(iii) shall cease to accrue during any Deferral Period.

(l)            Not later than the effective date of any Registration Statement, the Issuers shall provide a CUSIP number and ISIN for the Securities or the Exchange Securities, as the case may be, registered under such Registration Statement, and provide the Trustee with printed certificates for such Securities or Exchange Securities, in a form eligible for deposit with The Depository Trust Company.

(m)          The Issuers shall comply in all material respects with all applicable rules and regulations of the Commission and shall make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Act as soon as practicable after the effective date of the applicable Registration Statement.

(n)           The Issuers shall cause the Exchange Securities Indenture to be qualified under the Trust Indenture Act as required by applicable law in a timely manner.

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(o)           The Issuers may require each Holder of Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Issuer such information regarding the Holder and the distribution of such Securities as the Issuers may from time to time reasonably require for inclusion in such Registration Statement.  The Issuers may exclude from such Shelf Registration Statement the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request.

(p)           In the case of any Shelf Registration Statement, upon the request of the Majority Holders, the Issuers shall enter into customary agreements (including, if requested, one underwriting agreement in customary form) and take all other appropriate actions, if any, as the Majority Holders shall reasonably request in order to expedite or facilitate the registration or the disposition of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 hereof.

(q)           In the case of any Shelf Registration Statement, the Issuers shall:

(i)    make reasonably available for inspection at a location where they are normally kept and during normal business hours by the Majority Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by such Holders or any such underwriter, all relevant financial and other records and pertinent corporate documents of the Issuers;

(ii)   use their commercially reasonable efforts to cause their officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent (each, an “Inspector”) in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that such Inspector shall first agree in writing with the Issuers that any information that is reasonably and in good faith designated by the Issuers in writing as confidential at the time of delivery of such information shall be kept confidential by such Inspector, unless (1) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (2) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of such Registration Statement or the use of any Prospectus), (3) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such person or (4) such information becomes available to such Inspector from a source other than the Issuers and such source is not known, after due inquiry, by the relevant Holder to be bound by a confidentiality agreement or is not otherwise under a duty of trust to the Issuers;

(iii)  make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance

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and scope as are customarily made by issuers to underwriters in primary underwritten offerings;

(iv)  obtain opinions of counsel to the Issuers and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

(v)   obtain “comfort” letters and updates thereof from the independent certified public accountants of the Parent Guarantor (and, if necessary, any other independent certified public accountants of any subsidiary of the Parent Guarantor or of any business acquired by the Parent Guarantor for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Securities registered thereunder and the underwriters, if any, in customary form and covering matters of the type customarily covered in “comfort” letters in connection with primary underwritten offerings; and

(vi)  deliver such documents and certificates as may be reasonably requested by the Majority Holders or the Managing Underwriters, if any, including those to evidence compliance with Section 4(k) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuers.

(r)            If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Issuers (or to such other person as directed by the Issuer) in exchange for the Exchange Securities, the Issuers shall mark, or caused to be marked, on the Securities so exchanged that such Securities are being cancelled in exchange for the Exchange Securities.  In no event shall the Securities be marked as paid or otherwise satisfied.

(s)           The Issuers shall use their commercially reasonable best efforts to take all other steps necessary to effect the registration of the Securities or the Exchange Securities, as the case may be, covered by a Registration Statement.

5.             Registration Expenses.  The Issuers shall bear all expenses incurred in connection with the performance of their obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, shall reimburse the Holders for the reasonable fees and disbursements of one firm or counsel (which shall initially be Cahill Gordon & Reindel LLP, but which may be another nationally recognized law firm experienced in securities matters designated by the Majority Holders) to act as counsel for the Holders in connection therewith, and, in the case of any Exchange Offer Registration Statement, shall reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel acting in connection therewith, in each case which counsel shall be approved by the Issuers (such approval not to be unreasonably withheld).  Each Holder shall pay all expenses of its counsel other than as set forth

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in the preceding sentence, underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Securities or Exchange Securities.

6.             Indemnification and Contribution.

(a)           Each of the Issuers, jointly and severally, agrees to indemnify and hold harmless each Holder of Securities or Exchange Securities, as the case may be, covered by any Registration Statement, each Initial Purchaser and each Affiliate thereof and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer, the directors, officers and Affiliates of each such Holder, Initial Purchaser or Exchanging Dealer and each person who controls any such Holder, Initial Purchaser or Exchanging Dealer within the meaning of either the Act or the Exchange Act from and against any and all losses, claims, damages and liabilities, joint or several, to which they or any of them may become subject under Section 15 of the Act, Section 20 of the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made) not misleading, and agree (subject to the limitations set forth in the proviso to this sentence) to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuers shall not 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 such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of the party claiming indemnification specifically for inclusion therein; provided further, that with respect to any such untrue statement in or omission from the preliminary Prospectus, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the final Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such preliminary Prospectus was corrected in the final Prospectus unless, in either case, such failure to deliver the final Prospectus was a result of non-compliance by the Issuers with the provisions of Section 4 hereof.  This indemnity agreement shall be in addition to any liability that the Issuer may otherwise have.  The Issuers shall not be liable under this Section 6 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

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parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Issuers, which consent shall not be unreasonably withheld.

(b)           Each Holder of securities covered by a Registration Statement (including each Initial Purchaser that is a Holder, in such capacity) severally and not jointly agrees to indemnify and hold harmless each of the Issuers and each of their directors, each of their officers who signs such Registration Statement and each person who controls the Issuers within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Issuers to each such Holder, but only with reference to written information relating to such Holder furnished to the Issuer by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity.  This indemnity agreement shall be in addition to any liability that any such Holder may otherwise have.

(c)           Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof; but the failure to so notify the indemnifying party (i) shall not relieve it from liability under paragraph (a) or (b) of this Section 6 unless and to the extent it did not otherwise learn of such action and such failure results in forfeiture by the indemnifying party of substantial rights and defenses and (ii) shall not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) of this Section 6.  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 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

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proceeding or related proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified persons.  Any such separate firm for any Initial Purchaser, its affiliates, directors and officers and any control persons of such Initial Purchaser shall be designated in writing by the Initial Purchasers who sold a majority in interest of Registrable Securities and Exchange Securities sold by all such Initial Purchasers and any such separate firm for the Issuers, the Guarantors and any control persons of the Issuer shall be designated in writing by the Issuers.  An indemnifying party shall 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 concession of, fault, culpability or failure to act by or on behalf of any indemnified party.

(d)           In the event that the indemnity provided in paragraph (a) or (b) of this Section 6 is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, liability, damage or action) (collectively “Losses”) to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial Purchaser be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a Exchange Security, applicable to the Security that was exchangeable into such Exchange Security, as set forth in the Purchase Agreement, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses.  If the allocation provided by the immediately preceding sentence is unavailable for any reason or not permitted by applicable law, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations.  Benefits received by the Issuers shall be deemed to be equal to the total net proceeds from the Initial Placement (before deducting expenses) as set forth in the Final Memorandum.  Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth in the Purchase Agreement, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or Exchange Securities, as applicable, registered under the Act.  Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus

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forming a part of the Registration Statement which resulted in such Losses.  Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission and any other equitable considerations appropriate in the circumstances.  The parties agree that it would not be just and equitable if the amount of such contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above.  Notwithstanding the provisions of this paragraph 6(d), 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 Section 6(d), each person, if any, who controls a Holder within the meaning of either the Act or the Exchange Act and each director and officer of such Holder shall have the same rights to contribution as such Holder, and each person who controls any Issuer within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, each officer of such Issuer who shall have signed the Registration Statement and each director of such Issuer shall have the same rights to contribution as the Issuers, subject in each case to the applicable terms and conditions of this paragraph 6(d).

(e)           The provisions of this Section 6 shall remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Issuers or any of the indemnified persons referred to in this Section 6, and shall survive the sale by a Holder of securities covered by a Registration Statement.

7.             Underwritten Registrations.

(a)           If any of the Securities or Exchange Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters, if any, shall be selected by the Majority Holders, subject to the consent of the Issuers (which shall not be unreasonably withheld), and the Holders of Securities or Exchange Securities covered by such Shelf Registration Statement shall be responsible for all underwriting commissions and discounts.

(b)           No person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such person (i) agrees to sell such person’s Securities or Exchange Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

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8.             Registration Defaults.

(a)           If any of the following events shall occur, then the Issuers shall pay liquidated damages (the “Liquidated Damages”) to the Holders of Securities in respect of the Securities as follows:

(i)    if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 300 days of the Closing Date, then Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or

(ii)   notwithstanding that the Issuers have consummated or will consummate a Registered Exchange Offer, if the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 300th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or

(iii)  subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities;

provided, however, that upon (1) the completion of the Exchange Offer (in the case

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of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Liquidated Damages shall cease to accrue.

(b)           The Company Issuers shall notify the Trustee in writing within one Business Day after each and every date on which an event occurs in respect of which Liquidated Damages are required to be paid and within one Business Day after such Liquidated Damages cease to accrue.  Any amounts of Liquidated Damages due pursuant to paragraphs (i), (ii) or (iii) of this Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Liquidated Damages commences to accrue.

(c)           The parties hereto agree that the liquidated damages in the form of Liquidated Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.

9.             No Inconsistent Agreements.  The Issuers have not entered into, and agree not to enter into, any agreement with respect to their securities that is inconsistent with the rights granted to the Holders herein or that otherwise conflicts with the provisions hereof.

10.           Amendments and Waivers.  The provisions of this Agreement may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuer has obtained the written consent of the Holders of a majority of the aggregate principal amount of the Registrable Securities outstanding; provided that, with respect to any matter that directly or indirectly affects the rights and obligations of any Initial Purchaser hereunder, the Issuer shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective; provided, further, that no amendment, qualification, supplement, waiver orconsent with respect to Section 8 hereof shall be effective as against any Holder of Registered Securities unless consented to in writing by such Holder; and provided, further, that the provisions of this Article 10 may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuer has obtained the written consent of the Initial Purchasers and each Holder.Notwithstanding the foregoing (except the foregoing provisos), a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or Exchange Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or Exchange Securities, as the case may be, being sold rather than registered under such Registration Statement.

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11.           Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery:

(a)           if to a Holder, at the most current address given by such Holder to the Issuer in accordance with the provisions of this Section 11, which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar (as such term is defined in the Indenture) under the Indenture;

(b)           if to the Initial Purchasers, initially at the address or addresses set forth in the Purchase Agreement; and

(c)           if to the Company Issuers or any Guarantor, initially at the address set forth in the Purchase Agreement.

All such notices and communications shall be deemed to have been duly given when received.

The Initial Purchasers or the Company Issuers by notice to the other parties may designate additional or different addresses for subsequent notices or communications.

12.           Remedies.  Each Holder, in addition to being entitled to exercise all rights provided to it herein, in the Indenture or in the Purchase Agreement or granted by law, including recovery of liquidated or other damages, will be entitled to specific performance of its rights under this Agreement.  Each Issuer agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by them of the provisions of this Agreement and hereby agree to waive in any action for specific performance the defense that a remedy at law would be adequate.

13.           Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective successors and assigns, including, without the need for an express assignment or any consent by the Issuer thereto, subsequent Holders of Securities and the Exchange Securities, and the indemnified persons referred to in Section 6 hereof.  Each Issuer hereby agrees to extend the benefits of this Agreement to any Holder of Securities and the Exchange Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

14.           Counterparts.  This Agreement may be signed in one or more counterparts which may be delivered in original form or by telecopier, each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement.

15.           Headings.  The section headings used herein are for convenience only and shall not affect the construction hereof.

16.           Applicable Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.  The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

21

17.           Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

18.           Securities Held by any Issuer, etc.  Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by the Company Issuers, any Guarantor or their Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

[Signature pages follow.]

22

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement by and among the Company Issuers, the Guarantors and the several Initial Purchasers.

Very truly yours,
GPC CAPITAL CORP. I
By:	/s/ John E. Hamilton
	Name:	John E. Hamilton
	Title:	Vice President, Secretary and Assistant Treasurer

GRAHAM PACKAGING COMPANY, L.P.
By:	GPC Opco GP, LLC,
		its general partner
By:	/s/ John E. Hamilton
	Name:		John E. Hamilton
	Title:		Vice President, Secretary and Assistant Treasurer

GRAHAM PACKAGING HOLDINGS COMPANY
By:	BCP/Graham Holdings LLC,
		its general partner
By:	/s/ John E. Hamilton
	Name:		John E. Hamilton
	Title:		Vice President

GPC SUB GP LLC
By:	/s/ John E. Hamilton
	Name:	John E. Hamilton
	Title:	Vice President, Finance and Administration, Treasurer and Secretary

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

23

GRAHAM PACKAGING LATIN AMERICA, LLC
By:	/s/ John E. Hamilton
	Name:	John E. Hamilton
	Title:	Vice President, Finance and Administration, Treasurer and Secretary

GRAHAM PACKAGING POLAND, L.P.
By:	GPC Sub GP LLC,
		its general partner
By:	/s/ John E. Hamilton
	Name:		John E. Hamilton
	Title:		Vice President, Finance and Administration, Treasurer and Secretary

GRAHAM RECYCLING COMPANY, L.P.
By:	GPC Sub GP LLC,
		its general partner
By:	/s/ John E. Hamilton
	Name:		John E. Hamilton
	Title:		Vice President, Finance and Administration, Treasurer and Secretary

GRAHAM PACKAGING FRANCE PARTNERS
By:	Graham Packaging Company, L.P.,
		its partner
By:	/s/ John E. Hamilton
	Name:		John E. Hamilton
	Title:		Chief Financial Officer,Treasurer and Secretary

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

24

GRAHAM PACKAGING WEST JORDAN, LLC
By:	/s/ John E. Hamilton
	Name:	John E. Hamilton
	Title:	Chief Financial Officer, Treasurer and Secretary

GRAHAM PACKAGING ACQUISITION CORP.
OWENS-BROCKWAY PLASTIC PRODUCTS INC.
CONTINENTAL PET TECHNOLOGIES, INC.
LANCOP U.S.A., INC.
CONTROLLERS U.S.A., INC.
COMERC U.S.A., INC.
OI REGIOPLAST STS INC.
TECHNOLOGICAL SPECIALTIES, INC.
OI VENEZUELA PLASTIC PRODUCTS INC.
By:	/s/ John E. Hamilton
	Name:	John E. Hamilton
	Title:	Secretary

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

25

Accepted as of the date hereof

Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Lehman Brothers Inc.

ABN AMRO Incorporated

Acting severally on behalf of themselves and the several Initial Purchasers.

By: Citigroup Global Markets Inc.

By:	/s/ Whitner Marshall
	Name: Whitner Marshall
	Title: Director

26

ANNEX A

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it shall deliver a prospectus in connection with any resale of such Exchange Securities.  The Letter of Transmittal states that by so acknowledging and by delivering a Prospectus, a broker-dealer shall not be deemed to admit that it is an “underwriter” within the meaning of the Act.  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 Securities received in exchange for Securities where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities.  The Issuers have agreed that, for a period of 90 days after consummation of the Registered Exchange Offer, they shall make this Prospectus available to any broker-dealer for use in connection with any such resale.  See “Plan of Distribution”.

A-1

ANNEX B

Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it shall deliver a Prospectus in connection with any resale of such Exchange Securities.  See “Plan of Distribution”.

B-1

ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities.  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 Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities.  Each Issuer has agreed that, for a period of 90 days after the consummation of the Registered Exchange Offer, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.  In addition, until __________, 20___, all dealers effecting transactions in the Exchange Securities may be required to deliver a Prospectus.

The Issuers will not receive any proceeds from any sale of Exchange Securities by brokers-dealers.  Exchange Securities received by broker-dealers for their own account pursuant to the Registered 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 Securities 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 negotiated prices.  Any such resale may be made directly to purchasers or to 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 Securities.  Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the 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 Act.

For a period of 90 days after the consummation of the Registered Exchange Offer, the Issuers 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.  The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act.

[If applicable, add information required by Regulation S-K Items 507 and/or 508.]

C-1

ANNEX D

LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

1.PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name

Address

2.If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged  in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any person to participate in a distribution of the Exchange Securities.  If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it shall deliver a Prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a Prospectus, the undersigned shall not be deemed to admit that it is an “underwriter” within the meaning of the Act.

D-1

EX-12.1

Exhibit 12.1

Computation of Ratio of Earnings to Fixed Charges

	Year Ended December 31,
	Three Months Ended March 31, 2005			2004			2003			2002			2001			2000
							(In thousands)
(Loss) income before income taxes and minority interest	$	(567	)	$	(41,335	)	$	17,355		$	13,277		$	(43,137	)	$	(45,818	)
Plus fixed charges:
Interest expense, net	42,774			140,500			96,586			81,784			98,440			101,693
Capitalized interest	625			1,758			1,638			1,525			2,570			4,182
Portion of rent expense representative of interest expense	4,167			10,802			7,949			7,635			7,388			6,620
Plus loss (income) from equity investees	—			—			—			—			246			(63		)
Plus amortization of capitalized interest	352			1,418			1,339			1,252			1,236			935
Less capitalized interest	(625		)	(1,758		)	(1,638		)	(1,525		)	(2,570		)	(4,182		)
Adjusted earnings	46,726			111,385			123,229			103,948			64,173			63,367
Fixed charges	$	47,566		$	153,060		$	106,173		$	90,944		$	108,398		$	112,495
Ratio of earnings to fixed charges	0.98			—			1.2			1.1			—			—
Deficiency of earnings to cover fixed charges	$	(840	)	$	41,675		—			—			$	44,225		$	49,128

EX-23.2

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the use in this Registration Statement of Graham Packaging Company, L.P. and GPC Capital Corp. I on Form S-4 of our report dated March 29, 2005 relating to the consolidated financial statements and financial statement schedules of Graham Packaging Holdings Company, appearing in the Prospectus, which is part of this Registration Statement.

        We also consent to the reference to us under the heading "Experts" in such Prospectus.

DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania
May 23, 2005

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.3

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Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the reference to our firm under the caption "Experts" and to the use of our report dated April 30, 2004 (except for Notes 16 and 17 as to which the date is May 20, 2005), with respect to the combined financial statements of Owens-Illinois Plastic Container Business included in the Registration Statement (Form S-4) and related Prospectus of Graham Packaging Company, L.P., and GPC Capital Corp. I, for the registration of 8¹/2% Senior Notes due 2012 and 9⁷/8% Senior Subordinated Notes due 2014.

	ERNST & YOUNG LLP
Toledo, Ohio May 20, 2005

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Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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)           o

THE BANK OF NEW YORK

(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.
(Exact name of obligor as specified in its charter)

Delaware	23-278668
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

GPC Capital Corp. I
(Exact name of obligor as specified in its charter)

Delaware	23-295240
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Exact Name of Registrant as Specified in Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Graham Packaging Holdings Company	Pennsylvania	23-2553000
GPC Capital Corp. II	Delaware	23-2952404
GPC Opco GP, LLC	Delaware	23-2952405
GPC Sub GP, LLC	Delaware	23-2952400
Graham Packaging Latin America, LLC	Delaware	23-2946827
Graham Packaging Poland, L.P.	Pennsylvania	23-2855283
Graham Recycling Company, L.P.	Pennsylvania	23-2636186
Graham Packaging France Partners	Pennsylvania	23-2850220
Graham Packaging West Jordan LLC	Utah	04-3642518
Graham Packaging Acquisition Corp.	Delaware	75-3168236

2

Graham Packaging Plastic Products Inc.	Delaware	95-2097550
Graham Packaging PET Technologies, Inc.	Delaware	06-1088896
Graham Packaging Regioplast STS Inc.	Delaware	34-1743397
Graham Packaging International Products Inc.	Delaware	34-1880159
Graham Packaging Leasing USA Inc.	Delaware	61-1216682
Graham Packaging Comerc USA Inc.	Delaware	61-1216688
Graham Packaging Controllers USA Inc.	Delaware	61-1216684
Graham Packaging Technological Specialties Inc.	Delaware	61-1216686

2401 Pleasant Valley Road
York, Pennsylvania
(Address of principal executive offices) 17402
(Zip code)

9 ⁷/₈% Senior Subordinated Notes due 2014
(Title of the indenture securities)

3

1.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. 10045
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 (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 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

4.A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

4

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. 333-106702.)

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.

5

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, 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 New York, and State of New York, on the 18th day of May, 2005.

THE BANK OF NEW YORK
By:	/s/ ROBERT A. MASSIMILLO
Name:	ROBERT A. MASSIMILLO
Title:	VICE PRESIDENT

6

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

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 December 31, 2004, 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	$	3,866,500
Interest-bearing balances	8,455,170
Securities:
Held-to-maturity securities	1,885,665
Available-for-sale securities	20,781,508
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices	3,730,007
Securities purchased under agreements to resell	847,805
Loans and lease financing receivables:
Loans and leases held for sale	0
Loans and leases, net of unearned income	36,195,743
LESS: Allowance for loan and lease losses	587,611
Loans and leases, net of unearned income and allowance	35,608,132
Trading Assets	4,174,521
Premises and fixed assets (including capitalized leases)	949,424
Other real estate owned	754
Investments in unconsolidated subsidiaries and associated companies	268,366
Customers’ liability to this bank on acceptances outstanding	52,800
Intangible assets
Goodwill	2,746,404
Other intangible assets	758,137
Other assets	8,013,234
Total assets	$	92,138,427

LIABILITIES
Deposits:
In domestic offices	$	41,480,131
Noninterest-bearing	16,898,525
Interest-bearing	24,581,606
In foreign offices, Edge and Agreement subsidiaries, and IBFs	24,028,722
Noninterest-bearing	576,431
Interest-bearing	23,452,291
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic offices	1,040,432
Securities sold under agreements to repurchase	491,007
Trading liabilities	2,724,930
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	4,780,573
Not applicable
Bank’s liability on acceptances executed and outstanding	54,517
Subordinated notes and debentures	2,390,000
Other liabilities	6,901,014
Total liabilities	$	83,891,326
Minority interest in consolidated subsidiaries	140,499
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,284
Surplus (exclude all surplus related to preferred stock)	2,087,221
Retained earnings	4,892,420
Accumulated other comprehensive income	-8,323
Other equity capital components	0
Total equity capital	8,106,602
Total liabilities, minority interest, and equity capital	$	92,138,427

I, Thomas J. Mastro, Senior Vice President and Comptroller 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 J. Mastro,

Senior Vice President and Comptroller

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.

Thomas A. Renyi
Gerald L. Hassell	Directors
Alan R. Griffith

EX-25.2

Exhibit 25.2

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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)           o

THE BANK OF NEW YORK

(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.
(Exact name of obligor as specified in its charter)

Delaware	23-278668
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

GPC Capital Corp. I
(Exact name of obligor as specified in its charter)

Delaware	23-295240
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Exact Name of Registrant as Specified in Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Graham Packaging Holdings Company	Pennsylvania	23-2553000
GPC Capital Corp. II	Delaware	23-2952404
GPC Opco GP, LLC	Delaware	23-2952405
GPC Sub GP, LLC	Delaware	23-2952400
Graham Packaging Latin America, LLC	Delaware	23-2946827
Graham Packaging Poland, L.P.	Pennsylvania	23-2855283
Graham Recycling Company, L.P.	Pennsylvania	23-2636186
Graham Packaging France Partners	Pennsylvania	23-2850220
Graham Packaging West Jordan LLC	Utah	04-3642518
Graham Packaging Acquisition Corp.	Delaware	75-3168236

2

Graham Packaging Plastic Products Inc.	Delaware	95-2097550
Graham Packaging PET Technologies, Inc.	Delaware	06-1088896
Graham Packaging Regioplast STS Inc.	Delaware	34-1743397
Graham Packaging International Products Inc.	Delaware	34-1880159
Graham Packaging Leasing USA Inc.	Delaware	61-1216682
Graham Packaging Comerc USA Inc.	Delaware	61-1216688
Graham Packaging Controllers USA Inc.	Delaware	61-1216684
Graham Packaging Technological Specialties Inc.	Delaware	61-1216686

2401 Pleasant Valley Road
York, Pennsylvania
(Address of principal executive offices) 17402
(Zip code)

8 ¹/₂% Senior Notes due 2012
(Title of the indenture securities)

3

1.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. 10045
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 (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 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

4.A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

4

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. 333-106702.)

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.

5

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, 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 New York, and State of New York, on the 18th day of May, 2005.

THE BANK OF NEW YORK
By:	/s/    ROBERT A. MASSIMILLO
Name:		ROBERT A. MASSIMILLO
Title:		VICE PRESIDENT

6

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

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 December 31, 2004, 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	$	3,866,500
Interest-bearing balances	8,455,170
Securities:
Held-to-maturity securities	1,885,665
Available-for-sale securities	20,781,508
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices	3,730,007
Securities purchased under agreements to resell	847,805
Loans and lease financing receivables:
Loans and leases held for sale	0
Loans and leases, net of unearned income	36,195,743
LESS: Allowance for loan and lease losses	587,611
Loans and leases, net of unearned income and allowance	35,608,132
Trading Assets	4,174,521
Premises and fixed assets (including capitalized leases)	949,424
Other real estate owned	754
Investments in unconsolidated subsidiaries and associated companies	268,366
Customers’ liability to this bank on acceptances outstanding	52,800
Intangible assets
Goodwill	2,746,404
Other intangible assets	758,137
Other assets	8,013,234
Total assets	$	92,138,427

LIABILITIES
Deposits:
In domestic offices	$	41,480,131
Noninterest-bearing	16,898,525
Interest-bearing	24,581,606
In foreign offices, Edge and Agreement subsidiaries, and IBFs	24,028,722
Noninterest-bearing	576,431
Interest-bearing	23,452,291
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic offices	1,040,432
Securities sold under agreements to repurchase	491,007
Trading liabilities	2,724,930
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	4,780,573
Not applicable
Bank’s liability on acceptances executed and outstanding	54,517
Subordinated notes and debentures	2,390,000
Other liabilities	6,901,014
Total liabilities	$	83,891,326
Minority interest in consolidated subsidiaries	140,499
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,284
Surplus (exclude all surplus related to preferred stock)	2,087,221
Retained earnings	4,892,420
Accumulated other comprehensive income	-8,323
Other equity capital components	0
Total equity capital	8,106,602
Total liabilities, minority interest, and equity capital	$	92,138,427

I, Thomas J. Mastro, Senior Vice President and Comptroller 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 J. Mastro,

Senior Vice President and Comptroller

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.

Thomas A. Renyi
Gerald L. Hassell	Directors
Alan R. Griffith

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL
FOR
$250,000,000 PRINCIPAL AMOUNT OF ITS 8¹/2% SENIOR NOTES DUE 2012
AND
$375,000,000 PRINCIPAL AMOUNT OF ITS 9⁷/8% SENIOR SUBORDINATED NOTES DUE 2014
OF
GRAHAM PACKAGING COMPANY, L.P.
AND
GPC CAPITAL CORP. I

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 A.M., NEW YORK CITY TIME, ON            , 2005 (THE "EXPIRATION DATE")
UNLESS EXTENDED BY
GRAHAM PACKAGING COMPANY, L.P.
AND
GPC CAPITAL CORP. I

The Exchange Agent is:
The Bank of New York

By Mail:
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street—7 East
New York, NY 10286
Attention: William Buckley By Facsimile:
The Bank of New York
Attention: William Buckley
(212) 298-1915

Confirm Receipt of
Facsimile by telephone
(212) 815-5788 By Hand or Overnight Delivery:
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street—
Lobby Window
New York, NY 10286
Attention: William Buckley

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        The undersigned acknowledges receipt of the Prospectus dated, 2005 (the "Prospectus") of Graham Packaging Company L.P. and GPC Capital Corp. I (the "Issuers"), and this Letter of Transmittal (the "Letter of Transmittal"), which together describe the Issuers' offer (the "Exchange Offer") to exchange $250,000,000 of its 8¹/2% Senior Notes due 2012 and $375,000,000 of its 9⁷/8% Senior Subordinated Notes due 2014, which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (together the "Exchange Notes"), for a like aggregate principal amount of its 8¹/2% Senior Notes due 2012 and its 9⁷/8% Senior Subordinated Notes due 2014 that were each issued on October 7, 2004 (the "Outstanding Notes" and, together with the Exchange Notes, the "Notes") from the holders thereof.

        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 Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act.

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.

        The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE
LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.

        List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH
Name(s) and Address(es) of Registered Holder(s) (Please fill in)	Certificate Number(s)*	Aggregate Principal Amount Represented by Outstanding Notes*	Principal Amount Tendered**
	Total

*

Need not be completed by book-entry holders.

**

Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See Instruction 2.

        Holders of Outstanding Notes whose Outstanding Notes are not immediately available or who cannot deliver 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 Notes according to the guaranteed delivery procedures set forth 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 Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company ("DTC").

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o

CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s):

Name of Eligible Institution that Guaranteed Delivery:

Date of Execution of Notice of Guaranteed Delivery:

If Delivered by Book-Entry Transfer:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

o

CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO A PERSON OTHER THAN THE PERSON SIGNING THIS LETTER OF TRANSMITTAL:

Name:

Address:

o

CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO AN ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:

Name:

Address:

o

CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

Name:

Address:

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale 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 Offer with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an "affiliate" of the Issuers or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Outstanding 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 Offer, the undersigned hereby tenders to the Issuers the principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (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 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 Offer) to cause the Outstanding Notes to be assigned, transferred and exchanged.

        The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Outstanding Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, the Issuers will acquire good and unencumbered title to the tendered Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuers to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such Outstanding 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 Notes by the Issuers and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Issuers of its obligations under the 8¹/2 Senior Note Registration Rights Agreement, dated as of October 7, 2004 (the "8¹/2% Registration Rights Agreement"), by and among the Issuers, the guarantors named therein, Deutsche Bank Securities, Inc. and Citigroup Global Markets Inc., Goldman Sachs & Co., Lehman Brothers and ABN Amro Incorporated, as initial purchasers and the 9⁷/8% Series Senior Subordinated Note Registration Rights Agreement, dated as of October 7, 2004, by and among the Issuers, the guarantors named therein, Deutshe Bank Securities Inc., Citigroup Global Markets, Inc., Goldman Sach & Co., Lehman Brothers and ABN Amro Incorporated, as initial purchasers (the "9⁷/8% Registration Rights Agreement," and together with the 8¹/2% Registration Rights Agreement, 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 undersigned has read and agrees to all terms of the Exchange Offer. The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption "The Exchange Offer—Certain Conditions to the Exchange Offer." 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 Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown below unless indicated otherwise above, promptly following the expiration or termination of the Exchange Offer. In addition, the Issuers may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set under "The Exchange Offer—Certain Conditions to the Exchange Offer" occur.

        The undersigned understands that tenders of Outstanding Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Issuers' acceptance for exchange of such tendered Outstanding Notes, constitute a binding agreement between the undersigned and the Issuers upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Issuers may not be required to accept for exchange any of the Outstanding Notes.

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        By tendering Outstanding Notes and executing this Letter of Transmittal, the undersigned represents that Exchange Notes acquired in the exchange will be obtained in the ordinary course of business of the undersigned, that the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such Exchange Notes, that the undersigned is not an "affiliate" of the Issuers within the meaning of Rule 405 under the Securities Act and that if the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale 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. 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.

        Any holder of Outstanding Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available April 13, 1989) or similar interpretive letters and (ii) must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction.

        All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal. Except as stated in the Prospectus, this tender is irrevocable.

        Certificates for all Exchange Notes delivered in exchange for tendered Outstanding Notes and any Outstanding Notes delivered herewith but not exchanged, and registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.

        The undersigned, by completing the box entitled "Description of Outstanding Notes Tendered Herewith" above and signing this letter, will be deemed to have tendered the Outstanding Notes as set forth in such box.

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TENDERING HOLDER(S) SIGN HERE
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)

        MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S) FOR OUTSTANDING NOTES HEREBY TENDERED OR IN WHOSE NAME OUTSTANDING NOTES ARE REGISTERED ON THE BOOKS OF DTC OR ONE OF ITS PARTICIPANTS, OR BY ANY PERSON(S) AUTHORIZED TO BECOME THE REGISTERED HOLDER(S) BY 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 3.

(Signature(s) of Holder(s))

Date:

Name(s):

(Please Print)

Capacity (full title):

Address: (Including Zip Code)

Daytime Area Code and Telephone No.:

Taxpayer Identification No.:

GUARANTEE OF SIGNATURE(S)
(IF REQUIRED—SEE INSTRUCTION 3)

Authorized Signature:

Date:

Name(s):

Title:

Name of Firm:

Address: (Include Zip Code)

Area Code and Telephone No.:

6

SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)

            To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be issued in the name of someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above.

Issue:    o    Outstanding Notes not tendered to:
              o    Exchange Notes to:

Name(s): (Please print)

Address:

(Include Zip Code)

Daytime Area Code and Telephone No.:

Tax Identification No.:

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)

            To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be sent to someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above.

Mail:    o    Outstanding Notes not tendered to:
             o    Exchange Notes to:

Name(s): (Please print)

Address:

(Include Zip Code)

Area Code and Telephone No.:

7

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.     Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.    A holder of Outstanding 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 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, or (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below.

        Holders of Outstanding Notes may tender Outstanding Notes by book-entry transfer by crediting the Outstanding Notes to the Exchange Agent's account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and 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 Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding 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.

DELIVERY OF THE AGENT'S MESSAGE BY DTC WILL SATISFY THE TERMS OF THE EXCHANGE OFFER 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 OFFER BY SUBMITTING A NOTICE OF GUARANTEED DELIVERY THROUGH ATOP.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OUTSTANDING NOTES AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER, AND EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO PERMIT TIMELY DELIVERY. NO OUTSTANDING NOTES OR LETTERS OF TRANSMITTAL SHOULD BE SENT TO THE ISSUERS.

        Holders whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and all other required documents to the Exchange Agent on or prior to the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) on or prior to the Expiration Date, the Exchange Agent must have received from such Eligible Institution a letter, telegram or facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) setting forth the name and address of the tendering holder, the names in which such Outstanding Notes are registered, and, if applicable, the certificate

8

numbers of the Outstanding Notes to be tendered; and (iii) all tendered Outstanding Notes (or a confirmation of any book-entry transfer of such Outstanding Notes into the Exchange Agent's account at a book-entry transfer facility) as well as this Letter of Transmittal and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such letter, telegram or facsimile transmission, all as provided in the Prospectus.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.

2.     Partial Tenders; Withdrawals.    If less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Outstanding Notes tendered in the box entitled "Description of Outstanding Notes Tendered Herewith." A newly issued certificate for the Outstanding Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

        If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date.

        To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal must: (i) be received by the Exchange Agent at one of the addresses for the Exchange Agent set forth above before the Issuers notify the Exchange Agent that it has accepted the tender of Outstanding Notes Pursuant to the Exchange Offer, (ii) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of such Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Notes and the principal amount of Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; and (v) 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 Notes promptly following receipt of a notice of withdrawal. If Outstanding 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 with the withdrawn Outstanding Notes or otherwise comply with the book-entry transfer facility's procedures. All questions as to the validity 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 Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding 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 Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption "The Exchange Offer—Procedures for Tendering" in the Prospectus at any time prior to the Expiration Date.

3.     Signatures on this Letter of Transmittal; Written Instruments and Endorsements; Guarantees of Signatures.    If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding

9

Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever.

        If any of the Outstanding 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 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 as there are different registrations of Outstanding Notes.

        When this Letter of Transmittal is signed by the registered holder or holders (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 Notes) of Outstanding Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.

        If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Outstanding Notes listed, such Outstanding 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 either case signed exactly as the name or names of the registered holder or holders appear(s) on the Outstanding Notes.

        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, proper evidence satisfactory to the Issuers of their authority so to act must be submitted.

        Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Institution.

        Signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution, unless Outstanding Notes are tendered: (i) by a holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal; or (ii) for the account of an Eligible Institution (as defined below). In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible guarantor institution which is a member of a 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 institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an "Eligible Institution"). If Outstanding Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Outstanding Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Issuers, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Institution.

4.     Special Issuance and Delivery Instructions.    Tendering holders should indicate, as applicable, the name and address to which the Exchange Notes or certificates for Outstanding Notes not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.

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5.     Transfer taxes.    The Issuers shall pay all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Notes to it or its order pursuant to the Exchange Offer, except in the case of deliveries of certificates for Outstanding Notes for Exchange Notes that are to be registered or issued in the name of any person other than the holder of Outstanding Notes tendered thereby. If a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Issuers or its order pursuant to the Exchange Offer, 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 exception therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder.

6.     Waiver of Conditions.    The Issuers reserve the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

7.     Mutilated, Lost, Stolen or Destroyed Securities.    Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.

8.     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 above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above.

        If backup withholding applies, the Exchange Agent is required to withhold 31% of any payments to be made to the holder of Outstanding Notes. 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 by filing a tax return with the Internal Revenue Service. The Exchange Agent cannot refund amounts withheld by reason of backup withholding.

9.     Irregularities.    All questions as to the validity, form, eligibility (including time of receipt), and acceptance of Letters of Transmittal or Outstanding Notes will be resolved by the Issuers, whose determination will be final and binding. The Issuers reserve the absolute right to reject any or all Letters of Transmittal or tenders that are not in proper form or the acceptance of which would, in the opinion of the Issuers' counsel, be unlawful. The Issuers also reserve the right to waive any irregularities or conditions of tender as to the particular Outstanding Notes covered by any Letter of Transmittal or tendered pursuant to such Letter of Transmittal. Neither the Issuers, the Exchange Agent nor any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Issuers' interpretation of the terms and conditions of the Exchange Offer shall be final and binding.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF OUTSTANDING NOTES OR CONFORMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

        Under federal income tax law, a holder whose tendered Restricted Notes are accepted for payment is required to provide the Exchange Agent with the holder's current TIN on Substitute Form W-9 below, or, alternatively, to establish another basis for an exemption from backup withholding. If the holder is an individual, the TIN is his or her Social Security number. If the Exchange Agent is not

11

provided with the correct TIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, any payment made to the holder or other payee with respect to Restricted Notes exchanged pursuant to the Exchange Offer or to Exchange Notes may be subject to a 30% back-up withholding tax.

        Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that holder must submit to the Exchange Agent a properly completed Internal Revenue Service Form W-8BEN or other appropriate Form W-8 (a "Form W-8"), signed under penalties of perjury, attesting to that individual's exempt status. A 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 additional instructions.

        If backup withholding applies, the Exchange Agent is required to withhold 30% of any payment made to the holder or other payee. Backup withholding is not an additional tax. Rather, the federal income 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.

Purpose of Substitute Form W-9

        To prevent backup withholding on any payment made to a holder or other payee with respect to Restricted Notes exchanged pursuant to the Exchange Offer or to Exchange Notes, the holder is required to notify the Exchange Agent of the holder's current TIN (or the TIN of any other payee) by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that the holder is awaiting a TIN), and that (i) the holder has not been notified by the Internal Revenue Service that the holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the holder that the holder is no longer subject to backup withholding.

What Number to Give the Exchange Agent

        The holder is required to give the Exchange Agent the TIN (e.g. Social Security number or Federal Employer Identification Number) of the registered owner of the Restricted Notes. If the Restricted Notes are registered in more than one name or are not registered 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.

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BOX 9 PAYER'S NAME: GRAHAM PACKAGING COMPANY, L.P. GPC CAPITAL CORP. I
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payer's Request for Taxpayer Identification Number (TIN)	PART 1—PLEASE PROVIDE YOUR NAME AND TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.   PART 2—Certification—Under penalty 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).	PART 3—   Name   Social Security Number or   Employer Identification Number o Awaiting TIN
	CERTIFICATE INSTRUCTIONS—You must cross out item (2) above if you have been notified by the IRS Sign Here 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).
Sign Here—>	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
	Signature
	Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF UP TO 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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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 of all reportable payments made to me will be withheld.

Signature
Date
, 2005

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QuickLinks

INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
IMPORTANT TAX INFORMATION

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ALL OUTSTANDING
$250,000,000 8¹/2% SENIOR NOTES DUE 2012
AND
$375,000,000 9⁷/8% SENIOR SUBORDINATED NOTES DUE 2014
IN EXCHANGE FOR
NEW $250,000,000 8¹/2% SENIOR NOTES DUE 2012
AND
NEW $375,000,000 9⁷/8% SENIOR SUBORDINATED NOTES DUE 2014
OF
GRAHAM PACKAGING COMPANY, L.P.
AND
GPC CAPITAL CORP. I

REGISTERED HOLDERS OF OUTSTANDING 8¹/2% SENIOR NOTES DUE 2012 AND 9⁷/8% SENIOR SUBORDINATED NOTES DUE 2014 THAT WERE EACH ISSUED ON OCTOBER 7, 2004 (THE "OUTSTANDING NOTES") WHO WISH TO TENDER THEIR OUTSTANDING NOTES IN EXCHANGE FOR A LIKE PRINCIPAL AMOUNT OF NEW 8¹/2% SENIOR NOTES DUE 2012 AND NEW 9⁷/8% SENIOR SUBORDINATED NOTES DUE 2014 (THE "EXCHANGE NOTES") AND WHOSE OUTSTANDING NOTES ARE NOT IMMEDIATELY AVAILABLE OR WHO CANNOT DELIVER THEIR OUTSTANDING NOTES AND LETTER OF TRANSMITTAL (AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL) TO THE BANK OF NEW YORK (THE "EXCHANGE AGENT") PRIOR TO THE EXPIRATION DATE, MAY USE THIS NOTICE OF GUARANTEED DELIVERY OR ONE SUBSTANTIALLY EQUIVALENT HERETO. THIS NOTICE OF GUARANTEED DELIVERY MAY BE DELIVERED BY HAND OR SENT BY FACSIMILE TRANSMISSION (RECEIPT CONFIRMED BY TELEPHONE AND AN ORIGINAL DELIVERED BY GUARANTEED OVERNIGHT COURIER) OR MAIL TO THE EXCHANGE AGENT. SEE "THE EXCHANGE OFFER PROCEDURES FOR TENDERING" IN THE PROSPECTUS.

The Exchange Agent for the Exchange Offer is:
The Bank of New York

By Mail:
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street—7 East
New York, NY 10286
Attention: William Buckley By Facsimile:
The Bank of New York
Attention: William Buckley
(212) 298-1915

Confirm Receipt of
Facsimile by telephone
(212) 815-5788 By Hand or Overnight Delivery:
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street—
Lobby Window
New York, NY 10286
Attention: William Buckley

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION 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 institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

        The undersigned hereby tenders the principal amount of Outstanding Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus dated    , 2005 of Graham Packaging Company, L.P. and GPC Capital Corp. I (the "Prospectus"), receipt of which is hereby acknowledged.

DESCRIPTION OF OUTSTANDING NOTES TENDERED
Name of Tendering Holder	Name and Address of Registered Holder as it Appears on the Outstanding Notes (Please print)	Certificate Number(s) of Outstanding Notes Tendered (or Account Number at Book-Entry Facility)	Principal Amount Outstanding Notes Tendered

SIGN HERE

Name of Registered or Acting Holder

Signature(s):

Name(s) (Please Print):

Address:

Telephone Number:

Date:

IF OUTSTANDING NOTES WILL BE TENDERED BY BOOK-ENTRY TRANSFER, PROVIDE THE FOLLOWING INFORMATION:

DTC Account Number:

Date:

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THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth on the reverse hereof, the certificates representing the Outstanding Notes (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent's account at the book-entry transfer facility), 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 New York Stock Exchange trading days after the Expiration date (as defined in the Letter of Transmittal).

Name of Firm: (authorized signature)

Address: (zip code)

Title:

Name: (please type or print)

Area Code and Telephone No.:

Date:

NOTE:    DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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EX-99.3

Exhibit 99.3

OFFER TO EXCHANGE
$250,000,000 8¹/2% SENIOR NOTES DUE 2012
AND
$375,000,000 9⁷/8% SENIOR SUBORDINATED NOTES DUE 2014
FOR ANY AND ALL OUTSTANDING
$250,000,000 8¹/2% SENIOR NOTES DUE 2012
AND
$375,000,000 9⁷/8% SENIOR SUBORDINATED NOTES DUE 2014
OF
GRAHAM PACKAGING COMPANY, L.P.
AND
GPC CAPITAL CORP. I

                    , 2005

To Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees:

        Graham Packaging Company, L.P. and GPC Capital Corp. I (the "Issuers") are offering (the "Exchange Offer") to exchange $1,000 in principal amount of the Issuers' new 8¹/2% Senior Notes due 2012 and new 9⁷/8% Senior Subordinated Notes due 2014, respectively,(the "Exchange Notes"), for each $1,000 in principal amount of outstanding 8¹/2% Senior Notes due 2012 and 9⁷/8% Senior Subordinated Notes due 2014 that were each issued on October 7, 2004 (the "Old Notes"). The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus, dated            , 2005 (as the same may be amended or supplemented from time to time, the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of Transmittal"), and are not subject to any covenant regarding registration under the Securities Act of 1933, as amended (the "Securities Act"). The outstanding 8¹/2% Senior Notes are unconditionally guaranteed (the "Old 8¹/2% Senior Note Guarantee") by Graham Packaging Holdings Company and certain of the Issuers' direct and indirect wholly owned subsidiaries (collectively, the "Guarantors"), on a senior unsecured basis and the new 8¹/2% Senior Notes will be unconditionally guaranteed (the "New 8¹/2% Senior Note Guarantee") by the Guarantors on a senior unsecured basis. The outstanding 9⁷/8% Senior Subordinated Notes are unconditionally guaranteed (the "Old 9⁷/8% Guarantee" and together with the Old 8¹/2% Guarantee, the "Old Guarantees") by the Guarantors on a senior subordinated basis, and the new 9⁷/8% Senior Subordinated Notes will be unconditionally guaranteed (the "New 9⁷/8% Guarantee" and together with the New 8¹/2% Guarantee, the "New Guarantees") by the Guarantors on a senior subordinated basis. 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 Offer in exchange for the outstanding Old Guarantees of the Old Notes for which such Exchange Notes are issued in exchange.

        Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the "Exchange Offer" include the Guarantors offer to exchange the New Guarantees for the Old Guarantees, references to the "Issuers" include the Guarantors as issuers of the New Guarantees and the Old Guarantees, references to the "Exchange Notes" include the related New Guarantees and references to the "Old Notes" include the related Old Guarantees.

        The Issuers will accept for exchange any and all Old Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

WE ARE ASKING YOU TO CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OLD NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE OR WHO HOLD OLD NOTES REGISTERED IN THEIR OWN NAMES.

        The Issuers will not pay any fees or commissions to any broker or dealer or other person for soliciting tenders of Old Notes pursuant to the Exchange Offer. You will, however, be reimbursed by the Issuers for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Issuers will pay all transfer taxes, if any, applicable to the tender of Old Notes to them or their order, except as otherwise provided in the Prospectus and the Letter of Transmittal.

        Enclosed are copies of the following documents:

        1.     A form of letter which you may send, as a cover letter to accompany the Prospectus and related materials, to your clients for whose accounts you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining the client's instructions with regard to the Exchange Offer.

        2.     The Prospectus.

        3.     The Letter of Transmittal for your use in connection with the tender of Old Notes and for the information of your clients.

        4.     A form of Notice of Guaranteed Delivery.

        5.     Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

        Your prompt action is requested. The Exchange Offer will expire at 12:00 a.m., New York City time, on    , 2005 unless the Exchange Offer is extended by the Issuers. The time at which the Exchange Offer expires is referred to as the "Expiration Date." Tendered Old Notes may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to 12:00 a.m. on the Expiration Date.

        To participate in the Exchange Offer, certificates for Old Notes, or a timely confirmation of a book-entry transfer of such Old Notes into the Exchange Agent's account at The Depository Trust Company, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, 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 Letter of Transmittal and the Prospectus.

        If holders of the Old Notes wish to tender, but it is impracticable for them to forward their Old 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 under "The Exchange Offer—Guaranteed Delivery Procedures" and the Letter of Transmittal.

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        Additional copies of the enclosed materials may be obtained from the Exchange Agent, The Bank of New York, by calling (212) 298-1915 and directing your inquiries to .

Very truly yours,

Graham Packaging Company, L.P.
GPC Capital Corp. I

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE ISSUERS OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

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EX-99.4

Exhibit 99.4

OFFER TO EXCHANGE
$250,000,000 8¹/2% SENIOR NOTES DUE 2012
AND
$375,000,000 9⁷/8% SENIOR SUBORDINATED NOTES DUE 2014
FOR ANY AND ALL OUTSTANDING
$250,000,000 8¹/2% SENIOR NOTES DUE 2012
AND
$375,000,000 9⁷/8% SENIOR SUBORDINATED NOTES DUE 2014
OF
GRAHAM PACKAGING COMPANY, L.P.
AND
GPC CAPITAL CORP. I

, 2005

To Our Clients:

        Enclosed for your consideration is a Prospectus, dated    , 2005 (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 Offer") by Graham Packaging Company, L.P. and GPC Capital Corp. I (the "Issuers"), to exchange $1,000 in principal amount of the Issuers' new 8¹/2% Senior Notes due 2012 and new 9⁷/8% Senior Subordinated Notes due 2014, respectively (the "Exchange Notes"), for each $1,000 in principal amount of outstanding 8¹/2% Senior Notes due 2012 and 9⁷/8% Senior Subordinated Notes due 2014 that were each issued on October 7, 2004 (the "Old Notes"), upon the terms and subject to the conditions set forth in the Prospectus and 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 Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act of 1933, as amended (the "Securities Act"). The outstanding 8¹/2% Senior Notes are unconditionally guaranteed (the "Old 8¹/2% Senior Note Guarantee") by Graham Packaging Holdings Company and certain of the Issuers' direct and indirect wholly owned subsidiaries (collectively, the "Guarantors") on a senior unsecured basis, and the new 8¹/2% Senior Notes will be unconditionally guaranteed (the "New 8¹/2% Senior Note Guarantee") by the Guarantors on a senior unsecured basis. The outstanding 9⁷/8% Senior Subordinated Notes are unconditionally guaranteed (the "Old 9⁷/8% Guarantee" and together with the Old 8¹/2% Guarantee, the "Old Guarantees") by the Guarantors on a senior subordinated basis, and the New 9⁷/8% Senior Subordinated Notes will be unconditionally guaranteed (the "New 9⁷/8% Guarantee" and together with the Old 9⁷/8% Guarantee, the "New Guarantees") by the Guarantors on a senior subordinated basis. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offers to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the outstanding Old Guarantees of the Old Notes for which such Exchange Notes are issued in exchange.

        Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the "Exchange Offer" include the Guarantors' offers to exchange the New Guarantees for the Old Guarantees, references to the "Issuers" include the Guarantor and certain of its subsidiaries as issuer of the New Guarantees and the Old Guarantees, references to the "Exchange Notes" include the related New Guarantee and references to the "Old Notes" include the related Old Guarantees.

        The Issuers will accept for exchange any and all Old Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

        This material is being forwarded to you as the beneficial owner of Old Notes carried by us for your account or benefit but not registered in your name. A tender of such Old Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Issuers urge beneficial owners of Old 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 Old Notes in the Exchange Offer.

        Accordingly, we request instructions as to whether you wish to tender any or all such Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. However, we urge you to read the Prospectus carefully before instructing us as to whether or not to tender your Old Notes.

        Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 12:00 a.m., New York City Time, on    , 2005, unless the Exchange Offer is extended by the Issuers. The time the Exchange Offer expires is referred to as the "Expiration Date." Tenders of Old Notes may be withdrawn at any time prior to the Expiration Date.

IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR OLD NOTES, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM ON THE REVERSE HEREOF.

        The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Old 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 procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Old Notes on your account.

        Please carefully review the enclosed material as you consider the Exchange Offer.

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INSTRUCTIONS TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
8¹/2% SENIOR NOTES DUE 2012
AND
9⁷/8% SENIOR SUBORDINATED NOTES DUE 2014

        The undersigned hereby acknowledges receipt of the Prospectus dated                        , 2005 (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 Offer") by Graham Packaging Company, L.P. and GPC Capital Corp. I (the "Issuers"), to exchange $1,000 in principal amount of the Issuers' new 8¹/2% Senior Notes due 2012 and new 9⁷/8% Senior Subordinated Notes due 2014, respectively,(the "Exchange Notes"), for each $1,000 in principal amount of outstanding 8¹/2% Senior Notes due 2012 and 9⁷/8% Senior Subordinated Notes due 2014 that were each issued on October 7, 2004 (the "Old Notes"), upon the terms and subject to the conditions set forth in the Prospectus and 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, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

        The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount):

$        of the Old Notes.

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o

To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if any):

$        of the Old Notes.

o

NOT to TENDER any Old Notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender the Old 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 Old Notes, including but not limited to the representations that (i) the undersigned is acquiring the Exchange Notes in the ordinary course of business of the undersigned, (ii) the undersigned is not participating, does not intend to participate, and has no arrangement of understanding with any person to participate, in the distribution of Exchange Notes, (iii) the undersigned acknowledges that any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, in connection with any resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in certain no-action letters (see the section of the Prospectus entitled "The Exchange Offer—Resale of Exchange Notes"), (iv) the undersigned understands that a secondary resale transaction described in clause (iii) above should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K of the Commission, (v) the undersigned is not an "affiliate," as defined in Rule 405 under the Securities Act, of the Issuers, (vi) if the undersigned is not a broker-dealer, that it is not participating in, does not intend to participate in, and has no arrangement or understanding with any person to participate in, the distribution of Exchange Notes and (vii) if the undersigned is a broker-

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dealer that will receive Exchange Notes for its own account in exchange for Old 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 the Securities Act in connection with any resale of such Exchange Notes received in respect of such Old Notes pursuant to the Exchange Offer, 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; (b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and (c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of Old Notes.

SIGN HERE

Name of Beneficial

Owner(s):

Signature(s):

Name(s)

(please print):

Address:

Telephone Number:

Taxpayer Identification or

Social Security Number:

Date:

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