exv10w4w11






Exhibit 10.4.11




SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 27, 2011, among
Graham Packaging Company, L.P., a Delaware limited partnership (the “Company”), GPC Capital Corp.
I, a Delaware corporation (the “Corporate Co-Issuer” and, together with the Company, the
“Issuers”), Graham Packaging Holdings Company, a Pennsylvania limited partnership (“Holdings”), and
the subsidiaries of the Company listed on Schedule A hereto (the “Subsidiary Guarantors”, and
together with Holdings, the “Guarantors”) and The Bank of New York Mellon, a New York banking
corporation, as successor to The Bank of New York, as trustee under the indenture referred to below
(the “Trustee”).



RECITALS




     WHEREAS the Issuers, the Guarantors, and the Trustee have heretofore executed an Indenture (as
amended, supplemented or otherwise modified, the “Indenture”) dated as of October 7, 2004,
providing for the issuance of the Issuers’ 9 7/8% Senior Subordinated Notes due 2014 (the “Notes”),
initially in the aggregate principal amount of $375,000,000;



     WHEREAS, the Issuers have distributed an Offer to Purchase and Consent Solicitation Statement,
dated July 6, 2011, as supplemented by Supplement No. 1 to the Offer to Purchase and Consent
Solicitation Statement (the “Statement”), and accompanying Consent Letter, dated July 6, 2011 (the
“Consent Letter”) to the Holders of the Notes in connection with a proposed amendment to the
Indenture, as further described in the Statement (the “Proposed Amendments”), that provides for the
addition of the definition of “Rank” and the revision of the definition of “Permitted Holders”
under Section 1.01 of the Indenture;



     WHEREAS, the Holders of a majority of the aggregate outstanding principal amount of the Notes
outstanding have consented to the Proposed Amendments;



     WHEREAS pursuant to Section 9.02 of the Indenture, the Trustee, the Issuers and the Guarantors
are authorized to execute and deliver this Supplemental Indenture;



     WHEREAS, the Issuers and the Guarantors desire to amend the Indenture, as set forth in Section
1 hereof; and



     WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate and
other action on the part of the Issuers and the Guarantors.



     Capitalized terms used herein without definition shall have the meanings assigned to them in
the Indenture.



 









 





     NOW THEREFORE, in consideration of the foregoing and mutual covenants herein contained and
intending to be legally bound, the Issuers, the Guarantors and the Trustee mutually covenant and
agree as follows:




	1. 	 	Amendments of the Indenture.








     The following amendments to Section 1.01 of the Indenture shall automatically become operative
upon (i) the Settlement Date (as described in the Statement) for the Notes and related consents and
(ii) the acceptance for purchase by the Issuers of all Notes validly tendered (and not validly
withdrawn) and acceptance for payment by the Issuers of the related consents that are validly
delivered (and not validly revoked) as described in the Statement (the “Amendment Operative
Time”).




	 	(a)	 	The following new definition will be inserted alphabetically into Section
1.01 of the Indenture:






	 	 	 	“Rank” means (i) Mr. Graeme Richard Hart (or his estate, heirs, executor,
administrator or other personal representative, or any of his immediate family
members or any trust, fund or other entity which is controlled by his estate, heirs
or any of his immediate family members), and any of his or their Affiliates (each a
“Rank Party”) and (ii) any Person that forms a group (within the meaning of Section
13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) with
any Rank Party; provided that in the case of (ii) (x) any Rank Party owns a
majority of the voting power of the Voting Stock of the Issuers or any direct or
indirect parent of the Issuers, as applicable, (y) no other Person has beneficial
ownership of any of the Voting Stock included in determining whether the threshold
set forth in clause (x) has been satisfied and (z) any Rank Party controls a
majority of the Board of Directors of each of the Issuers or any direct or indirect
parent of the Issuers, as applicable.






	 	(b)	 	The definition of “Permitted Holders” set forth in Section 1.01 of the
Indenture is hereby deleted and replaced with the following:






	 	 	 	“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, (iii) Graham
Alternative Investment Partners and (iv) Rank. 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 this Indenture will thereafter, together with
its Affiliates, constitute an additional Permitted Holder.




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     2. Effect of Supplemental Indenture. From and after the Amendment Operative Time (as
defined below), Section 1.01 of the Indenture shall be amended as set forth in Section 1 hereof.
Each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean
and be a reference to the Indenture as amended and supplemented by this Supplemental Indenture
unless the context otherwise requires. The Indenture as amended and supplemented by this
Supplemental Indenture shall be read, taken and construed as one and the same instrument, and every
Holder heretofore or hereafter authenticated and delivered under the Indenture as supplemented by
this Supplemental Indenture shall be bound thereby



     3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.



     4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     5. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Issuers and the Guarantors.



     6. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



     7. Effect of Headings. The Section headings herein are for convenience only and shall
not effect the construction thereof.



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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.



	 	 	 	 	 
	 	GRAHAM PACKAGING COMPANY, L.P.

 	 
	 	By:  	GPC Opco GP, LLC, its general partner
 	 
	 	 	 	 
	 	By:  	                         /s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	GPC CAPITAL CORP. I

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	GRAHAM PACKAGING HOLDINGS COMPANY

 	 
	 	By:  	BCP/Graham Holdings LLC, its general partner
 	 
	 	 	 	 
	 	By:  	                         /s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	GPAC SUB LLC

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer and Secretary 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GPC SUB GP LLC

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer and Secretary 	 
	 
	 	GRAHAM PACKAGING ACQUISITION CORP

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	GRAHAM PACKAGING COMERC USA LLC

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	GRAHAM PACKAGING CONTROLLERS USA LLC

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer 	 



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	 	GRAHAM PACKAGING FRANCE PARTNERS

 	 
	 	By:  	Graham Packaging Company, L.P., its partner
 	 
	 	 	 	 
	 	By:  	                         GPC Opco GP LLC,its general partner
 	 
	 	 	 	 
	 	By:  	                         /s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	GRAHAM PACKAGING GP ACQUISITION LLC

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer and Vice Chairman 	 
	 
	 	GRAHAM PACKAGING LP ACQUISITION LLC

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer and Vice Chairman 	 
	 
	 	GRAHAM PACKAGING INTERNATIONAL PLASTIC PRODUCTS
INC.

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer 	 



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	 	GRAHAM PACKAGING LATIN AMERICA, LLC

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	GRAHAM PACKAGING LEASING USA LLC

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	GRAHAM PACKAGING MINSTER LLC

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer and Secretary 	 
	 
	 	GRAHAM PACKAGING PET TECHNOLOGIES INC.

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	GRAHAM PACKAGING PLASTIC PRODUCTS INC.

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer 	 



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	 	GRAHAM PACKAGING POLAND, L.P.

 	 
	 	By:  	GPACSUB LLC, its general partner
 	 
	 	 	 
	 	By:  	                         /s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer and Secretary 	 
	 
	 	GRAHAM PACKAGING REGIOPLAST STS INC.

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer and Secretary 	 
	 
	 	GRAHAM PACKAGING TECHNOLOGICAL SPECIALTIES LLC

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	GRAHAM PACKAGING WEST JORDAN, LLC

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer and Secretary 	 



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	 	GRAHAM RECYCLING COMPANY, L.P.

 	 
	 	By:  	GPC Sub GP LLC, its general partner
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                         /s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer and Secretary 	 
	 
	 	GRAHAM PACKAGING LC, L.P.

 	 
	 	By:  	Liquid Container Inc., its General Partner
 	 
	 	 	 	 
	 	By:  	                         /s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer and Vice Chairman 	 
	 
	 	GRAHAM PACKAGING PX HOLDING CORPORATION

 	 
	 	By:  	/s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer and Vice Chairman 	 
	 
	 	GRAHAM PACKAGING PX, LLC

 	 
	 	By:  	Graham Packaging PX Holding Corporation,its Sole Member
 	 
	 	 	 	 
	 	By:  	                         /s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer and Vice Chairman 	 



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	 	GRAHAM PACKAGING PX COMPANY

 	 
	 	By:  	Graham Packaging PX Holding Corporation, its partner
 	 
	 	 	 	 
	 	By:  	                         /s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	                         Graham Packaging PX, LLC, its partner
 	 
	 	 	 	 
	 	By:  	                         /s/ David W. Bullock
 	 
	 	 	Name:  	David W. Bullock 	 
	 	 	Title:  	Chief Financial Officer 	 



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	 	THE BANK OF NEW YORK MELLON, as Trustee

 	 
	 	By:  	/s/ Thomas Provenzano
 	 
	 	 	Name:  	Thomas Provenzano 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



Schedule A



Legal Name




GPAC SUB LLC

GPC Sub GP LLC

Graham Packaging Acquisition Corp.

Graham Packaging Comerc USA LLC

Graham Packaging Controllers USA LLC

Graham Packaging France Partners

Graham Packaging GP Acquisition LLC

Graham Packaging LP Acquisition LLC

Graham Packaging International Plastic Products Inc.

Graham Packaging Latin America, LLC

Graham Packaging Leasing USA LLC

Graham Packaging Minster LLC

Graham Packaging PET Technologies Inc.

Graham Packaging Plastic Products Inc.

Graham Packaging Poland, L.P.

Graham Packaging Regioplast STS Inc.

Graham Packaging Technological Specialties LLC

Graham Packaging West Jordan L.L.C.

Graham Recycling Company, L.P.

Graham Packaging LC, L.P.

Graham Packaging PX Holding Corporation

Graham Packaging PX, LLC

Graham Packaging PX Company