Supplemental Indenture



 Exhibit 4.12 

SUPPLEMENTAL INDENTURE 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 30, 2010 and effective as of July 2, 2010,
among GPACSUB LLC, a Delaware limited liability company (the “New Guarantor”), 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”), the Guarantors listed on the signature pages hereto and THE BANK OF NEW YORK MELLON, a New York banking corporation, 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 November 24, 2009, providing for the issuance of the Issuers’
8  1/4% Senior Notes due 2017 (the
“Notes”), initially in the aggregate principal amount of $253,378,000; 
 WHEREAS Section 10.07 of the
Indenture provides that under certain circumstances the Issuers are required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the
Issuers’ obligations under the Notes pursuant to a Senior Guarantee on the terms and conditions set forth herein; and 

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuers and the existing Guarantors are authorized to execute
and deliver this Supplemental Indenture; 
 NOW THEREFORE, in consideration of the foregoing and mutual covenants herein
contained and intending to be legally bound, the New Guarantor, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows: 

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are
used herein as therein defined, except that the term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words
“herein,” “hereof” and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 

2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to
unconditionally guarantee the Issuers’ obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to
perform all of the obligations and agreements of a Guarantor under the Indenture. 
 3. Notices. All notices or other
communications to the New Guarantor shall be given as provided in Section 11.02 of the Indenture. 







 4. 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. 
 5.
Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental
Indenture. 
 7. 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. 
 8. Effect of Headings. The Section
headings herein are for convenience only and shall not affect the construction thereof. 







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

			
	GPACSUB LLC
		
	By:	 	/s/ David W. Bullock
		 	Name: David W. Bullock
		 	Title: Chief Financial Officer and Secretary
	
	GPC CAPITAL CORP. I
		
	By:	 	/s/ David W. Bullock
		 	Name: David W. Bullock
		 	Title: Chief Financial Officer
	
	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
	
	GRAHAM PACKAGING HOLDINGS COMPANY
	 By: BCP/Graham Holdings LLC,

        its general partner

		
	By:	 	/s/ David W. Bullock
		 	Name: David W. Bullock
		 	Title: Assistant Treasurer
	
	GPC SUB GP LLC
		
	By:	 	/s/ David W. Bullock
		 	Name: David W. Bullock
		 	Title: Chief Financial Officer and Secretary










			
	GRAHAM PACKAGING LATIN AMERICA, LLC
		
	By:	 	/s/ David W. Bullock
		 	Name: David W. Bullock
		 	Title: Chief Financial Officer
	
	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 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 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 WEST JORDAN, 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 PLASTIC PRODUCTS INC.
		
	By:	 	/s/ David W. Bullock
		 	Name: David W. Bullock
		 	Title: Chief Financial Officer
	
	GRAHAM PACKAGING PET TECHNOLOGIES INC.
		
	By:	 	/s/ David W. Bullock
		 	Name: David W. Bullock
		 	Title: Chief Financial Officer
	
	GRAHAM PACKAGING REGIOPLAST STS INC.
		
	By:	 	/s/ David W. Bullock
		 	Name: David W. Bullock
		 	Title: Chief Financial Officer and Secretary
	
	GRAHAM PACKAGING INTERNATIONAL PLASTIC PRODUCTS INC.
		
	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 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
	
	GRAHAM PACKAGING TECHNOLOGICAL SPECIALTIES 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
	
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	/s/ Mary Miselis
	Name:	 	Mary Miselis
	Title:	 	Vice President