Exhibit 4.1


OWENS-ILLINOIS
GROUP, INC.

OWENS-BROCKWAY GLASS CONTAINER INC.

ACI OPERATIONS PTY LIMITED 

OI EUROPEAN GROUP B.V.

O-I EUROPE SARL

O-I CANADA CORP.


SECOND
AMENDMENT TO CREDIT AGREEMENT AND CONSENT


This SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT
(this “Amendment”) is dated as of June 11,
2007 and entered into by and among OWENS-ILLINOIS GROUP, INC.,
a Delaware corporation (“Company”), OWENS-BROCKWAY GLASS CONTAINER INC., a Delaware corporation,
ACI OPERATIONS PTY LIMITED, a limited
liability company organized under the laws of Australia, OI EUROPEAN
GROUP B.V., a private company with limited liability organized under
the laws of the Netherlands, O-I EUROPE SARL,
a Swiss Société à responsabilité limitée
(limited liability corporation), O-I CANADA CORP.,
a Nova Scotia company and OWENS-ILLINOIS GENERAL,
INC., a Delaware corporation, as Borrowers’ Agent, THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF (each
individually a “Lender” and collectively, “Lenders”), DEUTSCHE BANK AG, NEW YORK
BRANCH, as Administrative Agent for Lenders (in such capacity, the “Administrative Agent”) and DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Collateral Agent for Lenders (in
such capacity, the “Collateral Agent”).  Capitalized terms used herein without
definition shall have the same meanings as set forth in the Credit Agreement
dated as of June 14, 2006 by and among the parties listed above (as amended by
that certain First Amendment to Credit Agreement and Consent dated as of
February 28, 2007, the “Credit Agreement”).


RECITALS


WHEREAS, Company and Borrowers
have informed Administrative Agent and Lenders that on or about June 11, 2007, Company
entered into a Stock Purchase Agreement (such agreement substantially in the
form heretofore delivered to Administrative Agent, as amended, modified or
waived (with the consent of Administrative Agent to the extent any such
amendment, modification or waiver is materially adverse to the Lenders, such
consent not to be unreasonably withheld), the “Plastic FTS Sale
Agreement”) pursuant to which Company agreed to sell all of the
Capital Stock of OI Plastic Products FTS Inc. (“Plastic FTS”)
to Rexam, Inc. (such sale being referred to as the “Plastic FTS Sale”);


WHEREAS, Company and Borrowers
have requested the Lenders’ consent to the consummation of the transactions contemplated
by the Plastic FTS Sale Agreement, the consummation of the Plastic FTS Sale,
the application of Net Asset Sale Proceeds arising therefrom to the redemption
or repurchase of the Existing Owens-Brockway Senior Secured Notes and certain other
uses as described herein, the release of Plastic FTS and certain other
Subsidiaries of Company to be sold as part of the Plastic FTS Sale from their
respective obligations under the Subsidiary Guaranty and the other Loan
Documents and the release of the Liens granted under the Security Agreement,
the Mortgages and the other Loan Documents on



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the Capital Stock of Plastic FTS and on the assets of Plastic
FTS and such other Subsidiaries, and the other matters described herein;


WHEREAS, subject to the terms
and conditions hereof, the undersigned Lenders desire to provide such consent;
and


WHEREAS, subject to the terms
and conditions hereof, Company, Borrowers, Administrative Agent and the
undersigned Lenders desire that, upon consummation of the Plastic FTS Sale and
the conditions thereto described below, the Credit Agreement be amended as set
forth herein.


NOW, THEREFORE, in consideration
of the premises and the agreements, provisions and covenants herein contained,
the parties hereto agree as follows:


Section 1.                                          CONSENT TO
PLASTIC FTS SALE; RELEASE OF CERTAIN GUARANTORS AND LIENS


A.                                   Consent to Consummation of Plastic
FTS Sale.  Notwithstanding the limitations on Asset
Sales set forth in subsection 6.7 of the Credit Agreement, Requisite Lenders
hereby consent to the consummation of the Plastic FTS Sale pursuant to the
Plastic FTS Sale Agreement.


B.                                     Release of Guarantors; Liens. 
Requisite Lenders hereby consent to the Collateral Agent’s release,
concurrently with the consummation of the Plastic FTS Sale, of (i) Plastic FTS
and its Subsidiaries that are Subsidiary Guarantors (the “Released
Guarantors”) from their respective obligations under the Subsidiary
Guaranty and the other Loan Documents; and (ii) Collateral Agent’s Liens
securing the Obligations on the Capital Stock and assets (including pledged
stock of any Subsidiary) of the Released Guarantors (other than any “Retained Assets” (as defined under the Plastics Sale
Agreement) that may be subject to the Collateral Agent’s Lien).  Requisite Lenders hereby authorize Collateral
Agent to execute such releases, documents and other instruments as the Loan
Parties may reasonably request to evidence the release of such Subsidiary Guarantors
and Liens.


Section 2.                                          APPLICATION
OF PROCEEDS OF PLASTIC FTS SALE


The undersigned Lenders hereby waive
the prepayment of the Loans required by Section 2.4B(ii)(a) of the Credit
Agreement so long as an amount equal to the Net Asset Sale Proceeds (calculated
without giving effect to any reinvestment rights under clauses (B), (C) or (D)
of the definition thereof) arising from the Plastic FTS Sale is used to redeem
or repurchase Existing Owens-Brockway Senior Secured Notes not later than 60
Business Days after the consummation of the Plastic FTS Sale (or, in the case
of Owens-Brockway 83⁄4% Senior Secured Notes due 2012 (the “2012 Notes”),
January 30, 2008, if later).  The
undersigned Lenders hereby waive Section 6.12B of the Credit Agreement to the
extent necessary to permit such redemption or repurchase of such notes.  Net Asset Sale Proceeds arising from the
Plastic FTS Sale may, prior to such redemption or repurchase, be used to prepay
Revolving Loans and after the consummation of the Plastic FTS Sale but on or
prior to the date that is 60 Business Days after the consummation of the
Plastic FTS Sale (or in the case of Loans to be utilized to repurchase or
redeem the 2012 Notes, January 30, 2008, if later), Owens-Brockway may borrow
Revolving Loans for purposes of redeeming or repurchasing the Existing Owens
Brockway Senior Secured



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Notes without having to satisfy the Consolidated
Senior Secured Leverage Ratio or minimum availability conditions set forth in
Section 2.5 of the Credit Agreement with respect thereto.  To the extent an amount equal to the Net
Asset Sale Proceeds (again, calculated without giving effect to any
reinvestment rights under clauses (B), (C) or (D) of the definition thereof) arising
from the Plastic FTS Sale is not utilized to repurchase or redeem Existing Owens-Brockway
Senior Secured Notes as described in the previous two sentences, an amount
equal to the amount of such Net Asset Sale Proceeds not so used shall be
applied to prepay Loans pursuant to subsection 2.4B(ii)(a) of the Credit
Agreement.


Section 3.                                          AMENDMENTS
TO CREDIT AGREEMENT


A.                                   Amendments to Subsection 1.1 –
Certain Defined Terms.


(i)                                     Subsection 1.1 of the Credit
Agreement is hereby amended by adding the following new definitions to such
subsection in proper alphabetical order:


“Plastic FTS Sale” means the Asset Sale of OI Plastic
Products FTS Inc. pursuant to the Plastic FTS Sale Agreement.


“Plastic FTS Sale Agreement” means the Stock Purchase
Agreement dated as of June 11, 2007 by and between Company, Owens-Illinois, Inc.
and Rexam, Inc. and Rexam PLC, as amended, modified or waived (with the consent
of Administrative Agent to the extent any such amendment, modification or
waiver is materially adverse to the Lenders, such consent not to be
unreasonably withheld).


“Released Guarantors” has the meaning assigned to that term
in the Second Amendment.


“Second Amendment” means the Second Amendment to this
Agreement dated as of June 11, 2007.


“Second Amendment Effective Date” means the date the Second
Amendment became effective in accordance with its terms.


(ii)                                  The definition of “Holdings Ordinary
Course Payments” contained in subsection 1.1 of the Credit Agreement is hereby
amended by deleting the reference to “$25,000,000” contained therein and
substituting the “$100,000,000” therefor.


(iii)                               The definition of “Interest Coverage
Ratio” contained in subsection 1.1 of the Credit Agreement is hereby deleted in
its entirety.


(iv)                              The definition of “Net Asset Sale
Proceeds” contained in subsection 1.1 of the Credit Agreement is hereby amended
by adding “Company,” immediately before the reference to “Owens-Brockway”
contained in clause (B) thereof.


(v)                                 The definition of “New European
Refinancing Debt” contained in subsection 1.1 of the Credit Agreement is hereby
amended by (a) adding “OI European



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Group B.V.’s 6 7/8% Senior Notes due 2017 and other” immediately
after the word “means” contained therein and (b) deleting the reference to “$500,000,000”
contained therein and substituting “$600,000,000” therefor.


B.                                     Amendment to Subsection 1.2 –
Accounting Terms; Utilization of GAAP for Purposes of Calculations Under
Agreement; Change in Accounting Principles.  Subsection
1.2 of the Credit Agreement is hereby amended by adding the following sentence to
the end thereof:


“Notwithstanding the foregoing, for any period or
portion thereof during which the operations of OI Plastic Products FTS Inc.,
its Subsidiaries and any other Released Guarantor or Subsidiary thereof are
classified as “discontinued operations” under GAAP as a result of the execution
of the Plastic FTS Sale Agreement (any such classification being a “Discontinued Operations Classification”), the Consolidated
Leverage Ratio, the Consolidated Senior Secured Leverage Ratio, Consolidated
Capital Expenditures and Consolidated Excess Cash Flow (including definitions
utilized in calculating same, including, without limitation, Consolidated Net
Income, Consolidated Adjusted EBITDA, Consolidated Interest Expense, and
Consolidated Working Capital Adjustment) shall be calculated without giving
effect to such Discontinued Operations Classification.”.


C.                                     Amendment to Section 5 – Company’s
Affirmative Covenants.  Section 5 of the
Credit Agreement is hereby amended by adding the following new subsection 5.11
to the end thereof:


“5.11                  Plastic FTS Sale Proceeds.


Company and Borrowers will apply the
Net Asset Sale Proceeds arising from the Plastic FTS Sale as required by
Section 2 of the Second Amendment.”.


D.                                    Amendment to Subsection 5.1(ii)(b) –
Year-End Financials.  Subsection 5.1(ii)(b) of the Credit Agreement
is hereby amended by deleting it in its entirety and substituting the following
therefor:


“(b) to the extent otherwise prepared
by or on behalf of Holdings or its Subsidiaries, the audited financial
statements of such Borrower for such Fiscal Year”.


E.                                      Amendment to Subsection 5.1(iii) –
Officers’ Certificates and Compliance Certificates. 
Subsection 5.1(iii) of the Credit Agreement is hereby amended by
deleting the reference to “subsection 6.1-6.12” contained therein and
substituting “subsections 6.1, 6.3 and 6.5-6.12 (and solely in the case of
financial statements delivered pursuant to subdivision (ii) above, subsections
6.2 and 6.4)” therefor.


F.                                      Amendment to Subsection 6.1 –
Indebtedness.  Subsection 6.1(iii)(b) of the Credit
Agreement is hereby amended by deleting the reference to “7.5%” contained therein
and substituting the “12.5%” therefor.



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G.                                     Amendments to Subsection 6.3 –
Investments; Acquisitions.


(i)                                     Subsection 6.3(iii) of the Credit
Agreement is hereby amended by (a) adding the phrase “or OI Plastic Products
FTS Inc. or any of its Subsidiaries” after the first and third references to “OI
Europe” contained therein, (b) deleting the reference to “$500,000,000”
contained therein and substituting “$1,000,000,000” therefor, and (c) adding
the following immediately prior to the semicolon at the end thereof:


“, or
such loans represent obligations arising in the ordinary course of business as
a result of intra-day balances and/or pooling of cash in connection with the
cash management procedures of Company and its Subsidiaries”.


(ii)                                  Subsection 6.3(vi) of the Credit
Agreement is hereby amended by deleting each reference to “Closing Date”
contained therein and substituting, in each case, “Second Amendment Effective
Date” therefor.


(iii)                               Subsection 6.3(xi) of the Credit
Agreement is hereby amended by (a) deleting the reference to “10%” contained therein
and substituting “15%” therefor, and (b) adding the following after clause (c)
thereof:


“plus
(d) the amount of any investments made after the Closing Date by OI Plastic
Products FTS Inc. or its Subsidiaries in reliance on this clause (xi)”.


H.                                    Amendment to Subsection 6.5 –
Restricted Junior Payments.  Subsection
6.5 of the Credit Agreement is hereby amended by adding “other than Investments
by OI Plastic Products FTS Inc. and its Subsidiaries after the reference to “Investments”
contained in clause (d) thereof.


I.                                         Amendment to Subsection 6.6B –
Minimum Interest Coverage Ratio.  Subsection
6.6B of the Credit Agreement is hereby amended by deleting such subsection in
its entirety and substituting “Intentionally Omitted.” therefor.


J.                                        Amendments to Subsection 6.7 –
Restriction on Fundamental Changes; Asset Sales.


(i)                                     Subsection 6.7(iv) of the Credit Agreement
is hereby amended by adding “(excluding the period from the Closing Date to the
Second Amendment Effective Date)” immediately after the reference to “during
the term of this Agreement” contained therein.


(ii)                                  Subsection 6.7 of the Credit
Agreement is hereby amended by renumbering clause (xi) as clause (xii) and
adding the following new clause (xi) to such subsection:


“(xi)                          Company may consummate the Plastic
FTS Sale pursuant to the Plastic FTS Sale Agreement; and”.



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Section 4.                                          CONDITIONS
TO EFFECTIVENESS


A.                                   Section 1, 2 and 3B of this
Amendment shall become effective only upon satisfaction of all of the following
conditions precedent (the date of such satisfaction being referred to herein as
the “Consent Effective Date”):


(i)                                     Amendment. 
On or before the Consent Effective  Date, (i)
Requisite Lenders under the Credit Agreement, (ii) the Administrative Agent,
(iii) each of the Borrowers, and (iv) each of the Guarantors (as defined below)
shall have delivered to the Administrative Agent executed counterparts of this
Amendment.


(ii)                                  Representations and Warranties. 
On the Consent Effective  Date, (a) the
representations and warranties contained in Section 5 hereof shall be
true and correct as of such date in all material respects, as though made on
and as of such date except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true in all
material respects as of such earlier date; (b) no Event of Default shall then
exist; and (c) the Borrowers’ Agent shall deliver to the Administrative Agent a
certificate signed by a Responsible Officer or other authorized signatory of Borrowers’
Agent confirming the foregoing.


B.                                     Section 3 (excluding Section 3B) of
this Amendment shall become effective only upon the prior or concurrent satisfaction
of all of the following conditions precedent (the date of such satisfaction
being referred to herein as the “Amendment Effective Date”)


(i)                                     Section 1 and 2 and 3B Conditions. 
As of the Amendment Effective Date, the conditions set forth in Section
4A shall have been satisfied.


(ii)                                  Consummation of the Plastic FTS Sale. 
The Plastic FTS Sale shall have been consummated in accordance with the
Plastic FTS Sale Agreement.


Section 5.                                          REPRESENTATIONS
AND WARRANTIES


In order to induce the Lenders to enter into this Amendment, Company,
each Borrower and each Guarantor represents and warrants to each Lender that
the following statements are true, correct and complete on and as of the
Amendment Effective Date:


A.                                   Authorization; Binding Obligations. 
Company, each Borrower and each Guarantor has all requisite
organizational power and authority to enter into this Amendment.  The execution, delivery and performance of
this Amendment has been duly authorized by all necessary organizational action
by Company, each Borrower and each Guarantor. 
This Amendment has been duly executed and delivered by Company, each
Borrower and each Guarantor and is the legally valid and binding obligation of
Company, each Borrower and each Guarantor, enforceable against Company, each
Borrower and each Guarantor in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally
and by equitable principles relating to enforceability.



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B.                                     No Conflict. 
The execution and delivery by Company, each Borrower and each Guarantor
of this Amendment does not and will not (i) violate any provision of any
material law or any material governmental rule or regulation applicable to
Company, any Borrower or any Guarantor, the Organizational Documents of
Company, any Borrower or any Guarantor, or any order, judgment or decree of any
court or other agency of government binding on Company, any Borrower or any
Guarantor, (ii) conflict with, result in a material breach of or constitute
(with due notice or lapse of time or both) a material default under any
Contractual Obligation of Company, any Borrower or any Guarantor, (iii) result
in or require the creation or imposition of any Lien under any such Contractual
Obligation upon any of the properties or assets of Company, any Borrower or any
Guarantor (other than any Liens created under any of the Loan Documents).


C.                                     Governmental Consents. 
The execution and delivery by Company, each Borrower and the Guarantor
of this Amendment does not and will not require any registration with, consent
or approval of, or notice to, or other action to, with or by, any federal,
state or other governmental authority or regulatory body except any thereof
that have been obtained and are in full force and effect.


D.                                    Incorporation of Representations.  Each representation and warranty of Company,
each Borrower and each Guarantor contained in each of the Loan Documents is
true and correct in all material respects on and as of the Amendment Effective
Date to the same extent as though made on and as of the Amendment Effective
Date except to the extent such representations and warranties relate to an
earlier date, in which case they were true and correct in all material respects
as of such earlier date.


E.                                      Absence of Default. 
No event has occurred and is continuing or would result from the
execution, delivery or performance of this Amendment that constitutes or would
constitute an Event of Default or a Potential Event of Default after giving
effect to this Amendment.


F.                                      Acknowledgment and Consent. 
Each of Company, each Borrower and each Guarantor signatory hereto (each
individually a “Guarantor” and collectively, the “Guarantors”) has read this Amendment and consents to the
terms hereof and further hereby confirms and agrees that, notwithstanding the
effectiveness of this Amendment, the obligations of such Guarantor under each
of the Loan Documents to which such Guarantor is a party shall not be impaired
and each of the Loan Documents to which such Guarantor is a party is, and shall
continue to be, in full force and effect and are hereby confirmed and ratified
in all respects.


Section 6.                                          MISCELLANEOUS


A.                                   Reference to and Effect on the Credit
Agreement and the Other Loan Documents.


(i)                                     On and after the Amendment Effective
Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,”
“herein” or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to the “Credit Agreement,” “thereunder,” “thereof’
or words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended by this Amendment.



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(ii)                                  Except as specifically amended by
this Amendment, the Credit Agreement and the other Loan Documents shall remain
in full force and effect and are hereby ratified and confirmed.


(iii)                               The execution, delivery and
performance of this Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a waiver of any right,
power or remedy of Administrative Agent, Collateral Agent, or any Lender under
the Credit Agreement or any of the other Loan Documents.


B.                                     Authorization of Collateral Agent. 
For avoidance of doubt, the Lenders hereby authorize the Collateral
Agent to execute and deliver any amendment to the Collateral Documents or the
Guaranties or any other document necessary or advisable in the judgment of the
Collateral Agent to effectuate the transactions contemplated by this Amendment,
including access agreements with respect to any Mortgaged Property where assets
sold in the Plastic FTS Sale are located.


C.                                     Fees and Expenses. 
Loan Parties acknowledge that all reasonable costs, fees and expenses as
described in subsection 10.3 of the Credit Agreement incurred by the
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of Loan
Parties.


D.                                    Headings. 
Section and subsection headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this Amendment
for any other purpose or be given any substantive effect.


E.                                      Applicable Law. 
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK),
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.


F.                                      Counterparts. 
This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages
maybe detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document.


[remainder of page intentionally
left blank]



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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed by their respective
authorized officers as of the day and year first above written.


	
  

  	
  OWENS-ILLINOIS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
  Name: 

  	
  James W. Baehren

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OWENS-BROCKWAY GLASS CONTAINER

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
  Name: 

  	
  James W. Baehren

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACI OPERATIONS PTY LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nicholas James Brennan

  
	
   

  	
  Name: 

  	
  Nicholas James Brennan

  
	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  O-I CANADA CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
  Name: 

  	
  James W. Baehren

  
	
   

  	
  Title:

  	
  Vice President

  



 











 


	
  

  	
  OI EUROPEAN GROUP B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
  Name: 

  	
  James W. Baehren

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernst Pieter Knupfer

  
	
   

  	
  Name: 

  	
  Ernst Pieter Knupfer

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Trust International Management (T.I.M.) B.V.

  
	
   

  	
  Name: 

  	
  Trust International Management (T.I.M.)

  
	
   

  	
  B.V.

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  O-I EUROPE SARL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Constantine Mellos

  
	
   

  	
  Name: 

  	
  Constantine Mellos

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OWENS-ILLINOIS GENERAL INC., as

  Borrowers’ Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
  Name: 

  	
  James W. Baehren

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  On behalf of each entity on the attached Exhibit

  A, in the capacity set forth for such entity

  opposite its name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
  Name:

  	
  James W. Baehren

  
				



 


 











 


	
  

  	
  DEUTSCHE BANK AG NEW YORK BRANCH,

  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul OLeary

  
	
   

  	
  Name: 

  	
  Paul OLeary

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Evelyn Tierry

  
	
   

  	
  Name: 

  	
  Evelyn Tierry

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS, as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul OLeary

  
	
   

  	
  Name: 

  	
  Paul OLeary

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Evelyn Tierry

  
	
   

  	
  Name: 

  	
  Evelyn Tierry

  
	
   

  	
  Title:

  	
  Vice President

  



 


 











Exhibit A


	
  Names of Grantors

  	
   

  	
  Title of Officer Executing on 

  Behalf of Such Guarantor

  
	
  ACI America
  Holdings Inc.

  	
   

  	
  Vice President

  
	
  Brockway Realty
  Corporation

  	
   

  	
  Vice President

  
	
  Brockway
  Research, Inc.

  	
   

  	
  Vice President

  
	
  NHW Auburn, LLC

  	
   

  	
  Senior Vice President of Owens-Brockway Glass Container
  Inc., as sole member of NHW Auburn, LLC

  
	
  OB Cal South
  Inc.

  	
   

  	
  Vice President

  
	
  OI AID STS Inc.

  	
   

  	
  Vice President

  
	
  OI Auburn Inc.

  	
   

  	
  Vice President

  
	
  Ol Australia
  Inc.

  	
   

  	
  Vice President

  
	
  OI Brazil
  Closure Inc.

  	
   

  	
  Vice President

  
	
  OI California
  Containers Inc.

  	
   

  	
  Vice President

  
	
  OI Castalia STS
  Inc.

  	
   

  	
  President

  
	
  OI Consol STS
  Inc.

  	
   

  	
  Vice President

  
	
  OI Europe &
  Asia Inc.

  	
   

  	
  Vice President

  
	
  OI General
  Finance Inc.

  	
   

  	
  Vice President

  
	
  OI General FTS
  Inc.

  	
   

  	
  Vice President

  
	
  O-I Health Care
  Holding Corp.

  	
   

  	
  Vice President

  
	
  O-I Holding
  Company, Inc.

  	
   

  	
  Vice President

  
	
  OI International
  Holdings Inc.

  	
   

  	
  Vice President

  
	
  OI Levis Park
  STS Inc.

  	
   

  	
  President

  
	
  OI Medical Inc.

  	
   

  	
  Vice President

  
	
  OI Plastic
  Products FTS Inc.

  	
   

  	
  Vice President

  
	
  OI Puerto Rico
  STS Inc.

  	
   

  	
  Vice President

  
	
  OIB Produvisa Inc.

  	
   

  	
  Vice President

  
	
  Overseas Finance
  Company

  	
   

  	
  Vice President

  
	
  Owens-Brockway
  Glass Container Inc.

  	
   

  	
  Senior Vice President

  
	
  Owens-Brockway
  Glass Container Trading Company

  	
   

  	
  Vice President

  
	
  Owens-Brockway
  Packaging, Inc.

  	
   

  	
  Vice President

  
	
  Owens-Illinois
  Closure Inc.

  	
   

  	
  Vice President

  
	
  Owens-Illinois
  General Inc.

  	
   

  	
  Vice President

  
	
  Owens-Illinois
  Group, Inc.

  	
   

  	
  Vice President

  
	
  Owens-Illinois
  HealthCare Packaging, Inc.

  	
   

  	
  Vice President

  
	
  Owens-Illinois
  Prescription Products Inc.

  	
   

  	
  Vice President

  
	
  Owens-Illinois
  Specialty Products Puerto Rico, Inc.

  	
   

  	
  Vice President

  
	
  Product Design
  & Engineering, Inc.

  	
   

  	
  Vice President

  
	
  Seagate II, Inc.

  	
   

  	
  Vice President

  
	
  Seagate III,
  Inc.

  	
   

  	
  Vice President

  
	
  Seagate, Inc.

  	
   

  	
  Vice President

  
	
  Specialty
  Packaging Licensing Company

  	
   

  	
  Vice President

  
	
  Universal
  Materials, Inc.

  	
   

  	
  Vice President