OFFER TO EXCHANGE
8 3/4% SERIES B SENIOR SUBORDINATED NOTES DUE 2008
FOR ANY AND ALL OUTSTANDING
8 3/4% SENIOR SUBORDINATED NOTES DUE 2008
OF
GRAHAM PACKAGING COMPANY, L.P.
AND
GPC CAPITAL CORP. I
, 2003
To Our Clients:
Enclosed for your consideration is a Prospectus, dated , 2003 (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 8 3/4% Series B Senior Subordinated Notes due 2008 (the "Exchange Notes"),
for each $1,000 in principal amount of outstanding 8 3/4% Senior Subordinated
Notes due 2008 that were issued on May 28, 2003 (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 Old Notes are unconditionally guaranteed
(the "Old Guarantee") by Graham Packaging Holdings Company (the "Guarantor") on
a senior subordinated basis, and the Exchange Notes will be unconditionally
guaranteed (the "New Guarantee") by the Guarantor on a senior subordinated
basis. Upon the terms and subject to the conditions set forth in the Prospectus
and the Letter of Transmittal, the Guarantor offers to issue the New Guarantee
with respect to all Exchange Notes issued in the Exchange Offer in exchange for
the outstanding Old Guarantee 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 Guarantor's
offer to exchange the New Guarantee for the Old Guarantee, references to the
"Issuers" include the Guarantor as issuer of the New Guarantee and the Old
Guarantee, references to the "Exchange Notes" include the related New Guarantee
and references to the "Old Notes" include the related Old Guarantee.
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 , 2003, 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
8 3/4% SENIOR SUBORDINATED NOTES DUE 2008
The undersigned hereby acknowledges receipt of the Prospectus dated
, 2003 (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 8 3/4% Series B Senior Subordinated Notes due 2008 (the
"Exchange Notes"), for each $1,000 in principal amount of outstanding 8 3/4%
Senior Subordinated Notes due 2008 (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):
[ ] 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.
[ ] 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-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.
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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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