FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT

Exhibit 2.1

FIRST AMENDMENT
TO
EQUITY PURCHASE AGREEMENT

     This FIRST AMENDMENT, dated as of January 27, 2009 (the “ First Amendment” ), to that certain Equity Purchase Agreement, dated as of July 1, 2008 (the “Purchase Agreement ”) is entered into by and among HICKS ACQUISITION COMPANY I, INC., a Delaware corporation (“ Buyer ”), GPC HOLDINGS, L.P., a Pennsylvania limited partnership (“ GPCH ”), GRAHAM PACKAGING CORPORATION, a Pennsylvania corporation (“ GPC ”), GRAHAM CAPITAL COMPANY, a Pennsylvania limited partnership, (“ GCC ”), GRAHAM ENGINEERING CORPORATION, a Pennsylvania corporation (“ GEC ” and, together with GPCH, GCC and GPC, the “ Graham Family Holders ”), BMP/GRAHAM HOLDINGS CORPORATION, a Delaware corporation (“ BMP/GHC ”), BCP/GRAHAM HOLDINGS L.L.C., a Delaware limited liability company and a wholly-owned subsidiary of BMP/GHC (“ BCP LLC ”), GPC CAPITAL CORP. II, a Delaware corporation (“ IPO Corp. ”), GPC OPCO GP LLC, a Delaware limited liability company (“ GPC Opco ”), GRAHAM PACKAGING HOLDINGS COMPANY, a Pennsylvania limited partnership (the “ Company ”), HH-HACI, L.P., a Delaware limited partnership (“ Founder ”), BLACKSTONE CAPITAL PARTNERS III MERCHANT BANKING FUND L.P., a Delaware limited partnership (“ BCP III ”), BLACKSTONE OFFSHORE CAPITAL PARTNERS III L.P., a Cayman Islands exempted limited partnership (“ BOCP III ”), and BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P., a Delaware limited partnership (“ BFIP III ”) and BCP III, as the Seller Representative (as defined in the Purchase Agreement) pursuant to Section 6.10 of the Purchase Agreement.

     WHEREAS, the parties desire to amend the Purchase Agreement as provided herein.

     NOW, THEREFORE, in consideration of the mutual promises herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

AMENDMENT TO PURCHASE AGREEMENT

     1.1 Section 3.11 . Section 3.11 is hereby deleted in its entirety, is of no further force or effect, and replaced with the following:

     “RESERVED”

     1.2 Section 6.1(a) . Section 6.1(a) is hereby amended by adding (x) the following clause:

“(vii) by either the Seller Representative or the Buyer by giving written notice to the other Person.”

     and (y) “, or” at the end of the preceding Section 6.1(a)(vi) (in replacement of the period currently there).

     1.3 Section 6.1(b). Section 6.1(b) is hereby amended by adding the following to the end of the paragraph:

“ provided further that in the event of a termination pursuant to Section 6.1(a)(i) or 6.1(a)(vii), no party shall have liability under this agreement except for any intentional or knowing breaches of obligations provided for in Section 3.1(d), Section 3.5 or this Article VI.”

     1.4 Effect on the Purchase Agreement . The First Amendment shall not constitute a waiver, amendment or modification of any provision of the Purchase Agreement not expressly referred to herein. Except as expressly amended or modified herein, t