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