GRAHAM PACKAGING COMPANY INC. 2401 Pleasant Valley Road York, Pennsylvania 17402 January 25, 2010
Exhibit 10.8
GRAHAM PACKAGING COMPANY INC.
2401 Pleasant Valley Road
York, Pennsylvania 17402
January 25, 2010
[ ]
c/o Graham Packaging Company Inc.
2401 Pleasant Valley Road
York, Pennsylvania 17402
Re: | Public Offering of Common Stock |
Dear [ ]:
Reference is made to that certain Management Stockholders Agreement, dated as of February 3, 1998 (the Management Stockholders Agreement), among Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Offshore Capital Partners III L.P., a Cayman Islands exempted limited partnership, Blackstone Family Investment Partnership III L.P., a Delaware limited partnership, Graham Packaging Company Inc. (f/k/a, BMP/Graham Holdings Corporation), a Delaware corporation (the Company), Graham Packaging Holdings Company, a Pennsylvania limited partnership (Holdings), GPC Capital Corp. II, a Delaware corporation, and you and the other parties identified on the signature pages thereto or to the supplementary agreements referred to in Section 8.12 thereof as Management Investors. Terms used but not defined in this letter (this Letter) shall have the respective meanings set forth in the Management Stockholders Agreement.
This Letter is being delivered to you in connection with a proposed underwriting agreement (the Underwriting Agreement) relating to a Public Offering, to be entered into among the Company, Holdings, you and the other selling stockholders named in Schedule II thereof, and the financial institutions parties thereto as representatives of a group of underwriters named therein (collectively, the Underwriters).
In order to induce the Underwriters to enter into the Underwriting Agreement, it has been requested that you hereby agree to:
(a) effective immediately upon the consummation of the Public Offering pursuant to the Underwriting Agreement, terminate your rights under (i) Sections 3.5 (Tag-Along Rights) and 4.1 (Put Options) of the Management Stockholders Agreement, and (ii) the Registration Rights Agreement; and
(b) become a party to the registration rights agreement in substantially the form attached hereto as Exhibit A.
This Letter may be executed and delivered by facsimile transmission or e-mail (as a .pdf or similar uneditable attachment), which transmission shall be deemed delivery of an originally executed copy hereof.
Please indicate your agreement to the terms of this Letter by executing and dating a copy of this letter where indicated below and returning it to the undersigned.
Very truly yours, | ||
GRAHAM PACKAGING COMPANY INC. (F/K/A, BMP/GRAHAM HOLDINGS CORPORATION) | ||
By: |
| |
Michael L. Korniczky | ||
Vice President, General Counsel and Secretary |
ACKNOWLEDGED AND AGREED TO BY: |
[ ] Dated: January , 2010 |
EXHIBIT A Form of Registration Rights Agreement