AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

Stock Purchase Agreement

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Graham Packaging Company, L.P., | Owens-Illinois, Inc

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Title: AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Governing Law: New York Date: 10/14/2004
Law Firm: Simpson Thacher & Bartlett LLP,Skadden, Arps, Slate, Meagher & Flom LLP

Exhibit 2.2

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT, dated as of

October 7, 2004 (this "Amendment"), among Graham Packaging Company, L.P., a

Delaware limited partnership ("Buyer"), Graham Acquisition Corp., a Delaware

corporation and a wholly owned subsidiary of Buyer ("GPAC"), OI Plastic

Products FTS, Inc., a Delaware corporation ("Seller") and an indirect wholly

owned subsidiary of Owens-Illinois, Inc., a Delaware corporation ("O-I"),

Owens-Brockway Plastic Products Inc., a Delaware corporation (the "Company")

and an indirect wholly owned subsidiary of O-I and O-I. Buyer, GPAC, Seller and

O-I are collectively referred to herein as the "Parties" and each individually

as a "Party."

W I T N E S S E T H:

WHEREAS, Buyer, Seller and O-I have previously entered into a

Stock Purchase Agreement, dated as of July 28, 2004 (as the same may be amended

from time to time, the "Stock Purchase Agreement"), pursuant to which O-I and

Seller have agreed to sell to Buyer, and Buyer has agreed to purchase from

Seller, all of the issued and outstanding shares of Capital Stock of the

Company, upon the terms and subject to the conditions set forth therein;

WHEREAS, in order to implement the Australian Restructuring

(as defined in the Stock Purchase Agreement) contemplated pursuant to Section

7.4(b) of the Stock Purchase Agreement, at or prior to the Closing Date, Seller

will cause the transfer of the ownership interests of (a) OI Australia Inc., a

Delaware corporation, Continental PET Holdings Pty. Ltd., a company limited by

shares incorporated in New South Wales, Australia, ACI America Holdings Inc., a

Delaware corporation, and ACI Ventures, Inc., a Delaware corporation, to Seller

or any Affiliate of Seller (other than the Company or any of its Subsidiaries)

and (b) Continental PET Technologies, Inc., a Delaware corporation, to the

Company;

WHEREAS, pursuant to Section 1.6 of the Stock Purchase

Agreement, Buyer, Graham Packaging Holdings B.V., a Netherlands besloten

vennootschap met beperkte aansprakelijkheid (private limited liability company)

("Graham BV"), a wholly owned subsidiary of GPAC, O-I, Seller and

Owens-Illinois International B.V., a Netherlands besloten vennootschap met

beperkte aansprakelijkheid (private limited liability company) ("O-I

International BV"), an indirect wholly owned subsidiary of O-I, will enter into

a Securities Purchase Agreement, dated as of October __, 2004 (as the same may

be amended from time to time, the "Dutch Agreement"), pursuant to which O-I

will cause O-I International BV to sell to Graham BV, and Graham BV will

purchase from O-I International BV, all of the issued and outstanding shares of

Capital Stock of Owens-Illinois Plastics B.V., a Netherlands besloten

vennootschap met beperkte aansprakelijkheid (private limited liability company)

("O-I BV"), upon the terms and subject to the conditions set forth therein;

WHEREAS, Buyer, Seller and O-I have determined not to enter

into the Resin Purchase Agreement as contemplated by Section 5.5(c) of the

Stock Purchase Agreement;

WHEREAS, O-I has failed to deliver the resignations of

certain officers and directors of the Company or its Subsidiaries as required

pursuant to Section 1.5(b)(iii) of the Stock Purchase Agreement and has

requested that Buyer waive such failure;

WHEREAS, pursuant to Section 10.7 of the Stock Purchase

Agreement, Buyer desires to assign to GPAC the right to acquire all of the

issued and outstanding shares of Capital Stock of the Company under the Stock

Purchase Agreement and the Parties desire to evidence such assignment as set

forth herein;

WHEREAS, pursuant to the Stock Purchase Agreement, Seller,

O-I and Buyer have agreed that Seller's Health Care Business shall be retained

by O- I or its Affiliates;

WHEREAS, the agreements listed on Exhibit A hereto (the

"HealthCare Agreements") relate to the Health Care Business and should have

been assigned to O-I or an Affiliate of O-I (other than the Company or any of

its Subsidiaries) before the Closing;

WHEREAS, the Health Care Agreements have not been assigned

and remain in the name of the Company;

WHEREAS, the Parties desire to cause such Health Care

Agreements to be assigned by the Company to Owens-Illinois HealthCare Packaging

Inc., a Delaware corporation and an indirect wholly owned subsidiary of O-I

("O-I Healthcare"); and

WHEREAS, the Parties desire to amend the Stock Purchase

Agreement in such respects and to evidence certain other agreements among the

Parties as set forth herein.

NOW, THEREFORE, the Parties hereby agree as follows:

1. Defined Terms. Capitalized terms used herein but not

otherwise defined herein shall have the meanings ascribed to such terms in the

Stock Purchase Agreement.

2. Amendments to the Stock Purchase Agreement. The Stock

Purchase Agreement is hereby amended as set forth in this Section 2.

(a) Section 1.5 of the Stock Purchase Agreement is hereby

amended by deleting clause (b) (i) thereof.

(b) Section 1.5 of the Stock Purchase Agreement is hereby

further amended by adding the following clause (c) thereof:

"(c) At the Closing, O-I and Seller shall deliver, or cause

one or more of their Affiliates to deliver, to GPAC:

(i) stock certificates evidencing the Stock duly

endorsed, for transfer to GPAC or accompanied by

stock powers duly executed in blank and with any

required stock Transfer Tax stamps affixed thereto;

and

(ii) such other documents and instruments as counsel

for Buyer, GPAC and Seller mutually agree to be

reasonably necessary to consummate the transactions

described herein."

hereby amended by adding the following to the end thereof:

"; provided, however, that OI Australia Inc., a Delaware

corporation, ACI America Holdings, Inc., a Delaware

corporation, ACI Ventures, Inc., a Delaware corporation, and

Continental PET Holdings Pty. Ltd., a company limited by

shares incorporated in New South Wales, Australia, shall also

be deemed to be Retained Subsidiaries."

(d) Section 2.3(c) of the Stock Purchase Agreement is

hereby amended by adding the following to the end thereof:

"; provided, however, that Continental PET Technologies,

Inc., a Delaware corporation ("CPT") shall be deemed to be a

"Specified Subsidiary. "

(e) Section 2.5(c) of the Stock Purchase Agreement is

hereby amended by adding the following to the end thereof:

"The stock certificates delivered to Buyer on the date hereof

represent all of the issued and outstanding shares of Capital

Stock of the Company and each of its Subsidiaries."

(f) Section 2.13 of the Stock Purchase Agreement is hereby

amended by adding the following clause (s) at the end thereof:

"(s) Seller has received an acceptance by the Internal

Revenue Service of its duly executed Form 8832 certifying

that the Company made a valid election effective December 14,

2000 under Treasury Regulation 301.7701-3(c) for PET

Technologies Limited, UK electing disregarded entity status

for U.S. income tax purposes. Seller has requested a copy of

such acceptance from the Internal Revenue Service and shall

provide to Buyer a copy of such acceptance promptly upon

receipt."

(g) Section 5.5 of the Stock Purchase Agreement is hereby

amended by deleting clause (c) thereof.

(h) Section 5.5(d) of the Stock Purchase Agreement is

hereby amended by adding the word "and" following the words "Transition

Services Agreement" therein and deleting the words "and the Resin Purchase

Agreement" therein.

(i) Section 5.13(b) of the Stock Purchase Agreement is

hereby amended by adding the words "or Buyer or any of its Affiliates"

following the words "transfer and deliver to the Company or any of its

Subsidiaries" therein.

(j) Section 8.2 of the Stock Purchase Agreement is hereby

amended by inserting the following parenthetical after the phrase "as of the

Closing Date" in the second sentence thereof:

"(or, if such benefits are initially provided under the

Transition Services Agreement, then as of the date such

benefits are no longer provided under the Transition Services

Agreement)"

(k) Section 8.11 of the Stock Purchase Agreement is hereby

amended by inserting the following sentences at the end thereof:

"Notwithstanding anything in this Article VIII to the

contrary, to the extent so provided in the Transition

Services Agreement, Business Employees shall continue to

participate in Parent Plans until December 31, 2004 and such

continued participation shall be considered to be in

compliance with and, not in breach of any of, Buyer's

obligations under Article VIII."

(l) Section 9.2(b) is hereby amended and restated in its

entirety as follows:

"Seller and O-I, jointly and severally, shall indemnify,

defend and hold the Buyer Indemnified Parties harmless from

and against all Losses asserted against, imposed upon or

incurred by the Buyer Indemnified Parties directly or

indirectly, in connection with, by reason of, relating to, or

resulting from any obligation or liability arising out of (i)

the assets, properties, liabilities, business or operations

of O-I and its Affiliates (other than the Company and its

Subsidiaries), other than Seller's ownership of the Stock,

(ii) the Health Care Agreements, and (iii) any actions taken

without the express written consent of Buyer by any

Non-Resigning Employee prior to the time such Non-Resigning

Employee resigns or is removed from office."

(m) Section 10.4(c) of the Stock Purchase Agreement is

hereby amended by inserting the words "or GPAC" following the word "Buyer"

therein.

3. Australian Restructuring. Pursuant to Section 7.4(b) of

the Stock Purchase Agreement and in order to effect the Australian

Restructuring contemplated thereby, at or prior to the Closing Date, Seller

shall, and O-I shall or shall cause Seller to, sell, convey, assign, transfer

and deliver: (i) to Seller or any of Seller's Affiliates (other than the

Company or any of its Subsidiaries), all of the issued and outstanding shares

of Capital Stock of (1) OI Australia Inc., a Delaware corporation, (2)

Continental PET Holdings Pty. Ltd., a company limited by shares incorporated in

New South Wales, Australia, (3) ACI America Holdings Inc., a Delaware

corporation, and (4) ACI Ventures, Inc., a Delaware corporation, and (ii) to

the Company, free and clear of all Liens, all of the issued and outstanding

shares of Capital Stock of CPT.

4. Dutch Acquisition.

(a) Pursuant to Section 1.6 of the Stock Purchase

Agreement, Buyer, GPAC, Graham BV, O-I, Seller and O-I International BV, will

enter into the Securities Purchase Agreement, dated as of October __, 2004, in

substantially the form attached as Exhibit B hereto (as the same may be amended

from time to time, the "Dutch Agreement"), pursuant to which O-I will cause O-I

International BV to sell to Graham BV, and Graham BV will purchase from O-I

International BV, as part of the Purchase Price and for no additional

consideration, all of the issued and outstanding shares of Capital Stock of O-I

BV, upon the terms and subject to the conditions set forth therein.

(b) Buyer, GPAC, O-I and Seller agree that for all

purposes under the Stock Purchase Agreement, (i) the Dutch Agreement shall be

deemed to be a "Foreign Subsidiary Purchase Agreement" and an "Additional

Agreement" as such terms are used in the Stock Purchase Agreement, and (ii) O-I

BV shall be deemed to be a "Subsidiary" of the Company as such term are used in

the Stock Purchase Agreement.

5. Assignment to GPAC. Buyer hereby assigns to GPAC (the

"Assignment"), all of its rights under the Stock Purchase Agreement to acquire

all of the issued and outstanding shares of Capital Stock of the Company;

provided, however, that Buyer shall remain liable to perform all of its

obligations under the Stock Purchase Agreement, including the obligations to

fund the full amount of the Purchase Price. GPAC hereby accepts the Assignment

and agrees to be bound by the terms of the Stock Purchase Agreement to the

extent of the Assignment as if it were an original signatory thereto.

6. Non-Resigning Employees. Exhibit C hereto sets forth a

list of existing officers and directors of the Company and each of its

Subsidiaries that have not resigned or been removed in accordance with the

provisions of Section 1.5(b)(iii) of the Stock Purchase Agreement (the

"Non-Resigning Employees"). In consideration of the agreements herein set

forth, Buyer hereby waives the failure of O-I and Seller to comply with their

obligations under Section 1.5(b) of the Stock Purchase Agreement. Buyer agrees

to use its efforts to remove the Non-Resigning Employees as soon after the

Closing as is reasonably practicable.

7. Assignment of Health Care Agreements.

(a) Effective as of the date hereof, the Company hereby

assigns to O-I Healthcare all of the Company's rights and interests under the

Health Care Agreements, and O-I Healthcare hereby accepts such assignment.

(b) Effective as of the date hereof, O-I Healthcare hereby

accepts and assumes all obligations of the Company under the Health Care

Agreements.

8. Miscellaneous. This Amendment is limited precisely as

written and shall not be deemed to be an amendment to any other term or

condition of the Stock Purchase Agreement or any of the documents referred to

therein. Wherever the Stock Purchase Agreement is referred to in the Stock

Purchase Agreement or in any other agreements, documents and instruments, such

reference shall be to the Stock Purchase Agreement, as amended hereby. Except

as specifically amended hereby, the terms and conditions of the Stock Purchase

Agreement shall remain in full force and effect.

9. Counterparts. This Amendment may be executed in any number

of counterparts (including by means of facsimile), each of which shall be

deemed to be an original, and all of which together shall be deemed to be one

and the same instrument. Delivery of an executed counterpart of a signature

page to this Amendment by facsimile shall be effective as delivery of a

manually executed counterpart of this Amendment.

10. Governing Law. This Amendment shall be governed by, and

construed in accordance with, the Laws of the State of New York.

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IN WITNESS WHEREOF, each Party has duly executed and

delivered this Amendment as of the date first above written.

GRAHAM PACKAGING COMPANY, L.P.

By: GPC OPCO GP LLC, ITS GENERAL PARTNER

/s/John E. Hamilton