Exhibit 4.2


 


EXECUTION VERSION


 


OWENS-BROCKWAY
GLASS CONTAINER INC.


 


$600,000,000 73/8% Senior
Notes due 2016


 


REGISTRATION
RIGHTS AGREEMENT


 


	
   

  	
  New York, New York

  
	
   

  	
  May 12, 2009

  



 


J.P. Morgan Securities Inc.


Banc of America Securities LLC


Deutsche Bank Securities Inc.


As Representatives of the several Initial Purchasers


listed in Schedule I hereto


 


c/o J.P. Morgan Securities Inc.

270 Park Avenue


New York, New York 10017


 


Dear Sirs:


Owens-Brockway
Glass Container Inc., a corporation organized under the laws of  the state of Delaware (the “Company”), proposes to issue and sell to the
several parties named in Schedule I hereto (collectively, the “Initial
Purchasers”), upon the terms set forth in a purchase agreement, dated May 7,
2009 (the “Purchase Agreement”), $600,000,000 aggregate principal amount
of its 73/8% Senior Notes due 2016 (the “Notes”), to be guaranteed by
the Guarantors (the “Guarantees” and, together with the Notes, the “Securities”)
relating to the initial placement of the Securities (the “Initial Placement”).  To induce the Initial Purchasers to enter
into the Purchase Agreement and to satisfy a condition of your obligations
thereunder, each of the Company and the Guarantors agree, as follows:


1.             Definitions.  Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement.  As used in this Agreement,
the following capitalized defined terms shall have the following meanings:


 


“Act” shall mean the Securities Act of
1933, as amended, and the rules and regulations of the Commission
promulgated thereunder.


 


“Additional Interest” shall have the
meaning set forth in Section 5 hereof.


 


“Additional Securities” shall have the
meaning set forth in the Indenture.


 


“Advice” shall have the meaning set forth
in Section 6 hereof.


 

















 


“Affiliate” of any specified Person
shall mean any other Person that, directly or indirectly, is in control of, is
controlled by, or is under common control with, such specified Person.  For purposes of this definition, “control” of
a Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise, and the terms “controlling” and “controlled” shall have meanings
correlative to the foregoing.


 


“Broker-Dealer” shall mean any broker
or dealer registered as such under the Exchange Act.


 


“Broker-Dealer Transfer Restricted
Securities” shall mean New Securities that are acquired by a Broker-Dealer
in the Exchange Offer in exchange for Securities that such Broker-Dealer
acquired for its own account as a result of market-making activities or other
trading activities (other than Securities acquired directly from the Company or
any of its Affiliates).


 


“Business Day” shall mean any day
other than a Saturday, a Sunday or a legal holiday or a day on which banking
institutions or trust companies are authorized or obligated by law to close in
New York City or in the city of the corporate trust office of the Trustee.


 


“Commission” shall mean the Securities
and Exchange Commission.


 


“Consummate” an Exchange Offer shall
be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the
filing and effectiveness under the Act of the Exchange Offer Registration
Statement relating to the New Securities to be issued in the Exchange Offer, (ii) the
maintenance of such Exchange Offer Registration Statement continuously
effective and the keeping of the Exchange Offer open for a period not less than
the minimum period required pursuant to Section 3(b) hereof, and (iii) the
delivery by the Company to the Registrar under the Indenture of New Securities
in the same aggregate principal amount as the aggregate principal amount of
Securities that were tendered by Holders thereof pursuant to the Exchange
Offer.


 


“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder.


 


“Exchange Offer” shall mean the registration by the Company and the
Guarantors under the Act of the New Securities pursuant to a Registration Statement pursuant
to which the Company offers the Holders of all outstanding Transfer Restricted
Securities the opportunity to exchange all such outstanding Transfer Restricted
Securities held by such Holders for New Securities in an aggregate principal amount equal to the
aggregate principal amount of the Transfer Restricted Securities tendered in
such exchange offer by such Holders.


 


“Exchange Offer Registration Statement”
shall mean a registration statement of the Company and
the Guarantors on an appropriate
form under the Act with respect to the Exchange Offer, all amendments and
supplements to such registration statement, including post-effective amendments
thereto, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.


 


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“Final Memorandum” shall
have the meaning set forth in the Purchase
Agreement.


 


“FINRA” shall mean the Financial Industry
Regulatory Authority.


 


“Free Writing Prospectus” means each
free writing prospectus (as defined in Rule 405 under the Act) prepared by
or on behalf of the Company or used or referred to by the Company in connection
with the sale of the Securities or the New Securities.


 


“Guarantors” shall mean the guarantors
listed on the signature pages hereof (each individually, a “Guarantor”
and collectively, the “Guarantors”).


 


“Holder” shall
have the meaning set
forth in Section 2(b) hereof.


 


“indemnified party”  shall have the meaning
set forth in Section 8(c) hereof.


 


“indemnifying party” shall have the meaning
set forth in Section 8(c) hereof.


 


“Indenture” shall
mean the Indenture, dated as of May 12,
2009, among the Company,
the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), pursuant to which the
Securities and the New Securities are to be issued as such Indenture may be amended or
supplemented from time to time in
accordance with the terms thereof.


 


“Initial Placement” shall
have the meaning set forth in the preamble hereto.


 


“Initial Purchaser” shall have the
meaning set forth in the preamble hereto.


 


“Interest Payment Date” shall have the
meaning set forth in the Indenture and the Notes.


 


“Issuer Information” shall have the
meaning set forth in Section 8(a) hereof.


 


“New Securities” shall
mean debt securities
of the Company, including guarantees thereon, identical in all material respects to the
Securities and any Additional Securities (except that the cash interest, interest rate
step-up provisions and transfer restrictions shall be modified or eliminated, as appropriate) to
be issued under the Indenture in exchange for Transfer Restricted Securities.


 


“Notes” shall have the meaning set
forth in the preamble hereto.


 


“Person” shall mean an individual, partnership, corporation, trust
or unincorporated organization, or a government or agency or political
subdivision thereof.


 


“Prospectus” shall
mean the prospectus
included in any Registration Statement (including, without limitation, a
prospectus that discloses information previously omitted from a prospectus
filed as part of an effective Registration Statement in reliance upon Rule 430A
under the Act and any Free Writing Prospectus), as amended or supplemented by any prospectus



 


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supplement,
with respect to an Exchange Offer or a Shelf
Registration, and all amendments
and supplements thereto and all material incorporated by
reference therein.


 


“Purchase Agreement” shall have the
meaning set forth in the preamble hereto.


 


“Registration Default” shall have the
meaning set forth in Section 5 hereof.


 


“Registration Statement” shall
mean any Exchange
Offer Registration Statement or Shelf Registration Statement that covers any of
the Securities or the New Securities pursuant to the provisions of this
Agreement, any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.


 


“Securities” shall
have the meaning set forth in the preamble hereto.


 


“Shelf Filing Deadline” shall have the
meaning set forth in Section 4(a)(x) hereof.


 


“Shelf Registration” shall
mean a registration
effected pursuant to Section 4 hereof.


 


“Shelf Registration Statement” shall
have the meaning set forth in Section 4(a)(x) hereof.


 


“Transfer Restricted Securities” shall mean each Security, until the earliest to occur of (a) the
date on which such Security has been exchanged by a Person other than a
Broker-Dealer for a New Security in the Exchange Offer, (b) following the
exchange by a Broker-Dealer in the Exchange Offer of a Security for a New
Security, the date on
which such New Security is sold to a purchaser who receives from such
Broker-Dealer on or prior to the date of such sale a copy of the Prospectus
contained in the Exchange Offer Registration Statement, (c) the date on
which such Security has been effectively registered under the Act and disposed
of in accordance with the Shelf Registration Statement, or (d) the date on
which such Security is distributed to the public pursuant to Rule 144
under the Act.


 


“Trust Indenture Act” shall mean the
Trust Indenture Act of 1939, as amended.


 


“Trustee” shall
mean the trustee with
respect to the Securities under the Indenture.


 


“underwriter” shall
mean any underwriter
of Securities in connection with an offering thereof under a Shelf Registration
Statement.


 


“Underwritten Registration” or “Underwritten
Offering” shall mean a registration in which securities of the Company are
sold to an underwriter for reoffering to the public.


 


2.             Securities
Subject to this Agreement.


 


(a)           Transfer
Restricted Securities.  The
securities entitled to the benefits of this Agreement are the Transfer
Restricted Securities.


 


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(b)           Holders
of Transfer Restricted Securities.  A
Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”)
whenever such Person owns Transfer Restricted Securities.


 


3.             Registered
Exchange Offer.


 


(a)           Unless the Exchange
Offer shall not be permissible under applicable law or Commission policy (after
the procedures set forth in Section 6(a) below have been complied
with), the Company and the Guarantors shall (i) use their best efforts to
cause to be filed with the Commission on or prior to November 9, 2009, the
Exchange Offer Registration Statement under the Act relating to the New
Securities and the Exchange Offer, (ii) use their commercially reasonable
efforts to cause such Exchange Offer Registration Statement to become effective
on or prior to January 7, 2010 of such filing, (iii) in connection
with the foregoing, file (A) all pre-effective amendments to such Exchange
Offer Registration Statement as may be necessary in order to cause such
Exchange Offer Registration Statement to become effective, (B) if
applicable, a post-effective amendment to such Exchange Offer Registration
Statement pursuant to Rule 430A under the Act and (C) cause all necessary
filings in connection with the registration and qualification of the New
Securities to be made under the Blue Sky laws of such jurisdictions as are
necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Exchange Offer Registration Statement, commence the
Exchange Offer.  The Exchange Offer shall
be on the appropriate form permitting registration of the New Securities to be
offered in exchange for the Transfer Restricted Securities and to permit
resales of Broker-Dealer Transfer Restricted Securities by Broker-Dealers as
contemplated by Section 3(c) below.


 


(b)           The Company and the
Guarantors shall cause the Exchange Offer Registration Statement to be
effective continuously and shall keep the Exchange Offer open for a period of
not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however,
that in no event shall such period be less than 20 Business Days.  The Company and the Guarantors shall cause
the Exchange Offer to comply with all applicable federal and state securities
laws.  No securities other than the New
Securities and the related guarantees thereto shall be included in the Exchange
Offer Registration Statement.  The
Company and the Guarantors shall use their commercially reasonable efforts to
cause the Exchange Offer to be Consummated within 40 days after the Exchange
Offer Registration Statement has become effective.


 


(c)           The Company shall
indicate in a “Plan of Distribution” section contained in the Prospectus
forming a part of the Exchange Offer Registration Statement that any
Broker-Dealer who holds Securities that are Transfer Restricted Securities and
that were acquired for its own account as a result of market-making activities
or other trading activities (other than Transfer Restricted Securities acquired
directly from the Company or one of its Affiliates), may exchange such
Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be
deemed to be an “underwriter” within the meaning of the Act and must,
therefore, deliver a prospectus meeting the requirements of the Act in
connection with any resales of the New Securities received by such
Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may
be satisfied by the delivery by such Broker-Dealer of the Prospectus contained
in the Exchange Offer Registration Statement. 
Such “Plan of Distribution” section shall also contain all other
information with respect to such resales by Broker-Dealers that the Commission 


 


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may require in
order to permit such resales pursuant thereto, but such “Plan of Distribution”
shall not name any such Broker-Dealer or disclose the amount of Securities held
by any such Broker-Dealer except to the extent required by the Commission as a
result of a change in policy after the date of this Agreement.


 


The Company and the Guarantors shall use
their commercially reasonable efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) below to the extent necessary to ensure
that it is available for resales of Broker-Dealer Transfer Restricted
Securities acquired by Broker-Dealers, and to ensure that it conforms with the
requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period
ending on the earlier of (i) 90 days from the date on which the Exchange
Offer Registration Statement is declared effective and (ii) the date on
which a Broker-Dealer is no longer required to deliver a prospectus in
connection with market-making or other trading activities.


 


The Company shall provide sufficient copies
of the latest version of such Prospectus to such Broker-Dealers promptly upon
request at any time during such 90-day (or shorter as provided in the foregoing
sentence) period in order to facilitate such resales.


 


4.             Shelf
Registration.


 


(a)           Shelf
Registration.  If (i) the
Company and the Guarantors are not permitted to Consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or Commission
policy (after the procedures set forth in Section 6(a) below have
been complied with), or (ii) any Holder of Transfer Restricted Securities
shall notify the Company on or prior to the 20th day following the Consummation
of the Exchange Offer that (A) such Holder is prohibited by applicable law
or Commission policy from participating in the Exchange Offer, (B) such
Holder may not resell the New Securities acquired by it in the Exchange Offer
to the public without delivering a prospectus and that the Prospectus contained
in the Exchange Offer Registration Statement is not appropriate or available for
such resales by such Holder, or (C) such Holder is a Broker-Dealer and
owns Securities acquired directly from the Company or an Affiliate of the
Company, then, the Company and the Guarantors shall:


 


(x)  use
their best efforts to cause to be filed a shelf registration statement pursuant
to Rule 415 under the Act, which may be an amendment to the Exchange Offer
Registration Statement (in either event, the “Shelf Registration Statement”)
on or prior to 60 days after such filing obligation arises pursuant to this
paragraph 4(a), (such date being the “Shelf Filing Deadline”), which
Shelf Registration Statement shall provide for resales of all Transfer
Restricted Securities the Holders of which shall have provided the information
required pursuant to Section 4(b) hereof; and


 


(y)  use
their commercially reasonable efforts to cause such Shelf Registration
Statement to be declared effective by the Commission on or prior to 120 days
after such filing obligation arises pursuant to paragraph 4(a) above.


 


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The Company and the Guarantors
shall use their commercially reasonable efforts to keep such Shelf Registration
Statement continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent necessary to
ensure that it is available for resales of Notes by the Holders of Transfer
Restricted Securities entitled to the benefit of this Section 4(a), and to
ensure that it conforms with the requirements of this Agreement, the Act and
the policies, rules and regulations of the Commission as announced from
time to time, for a period of at least two years following the effective date
of such Shelf Registration Statement (or shorter period that will terminate
when all the Securities covered by such Shelf Registration Statement have been
sold pursuant to such Shelf Registration Statement).


 


(b)           Provision by
Holders of Certain Information in Connection with the Shelf Registration
Statement.  No Holder of Transfer
Restricted Securities may include any of its Transfer Restricted Securities in
any Shelf Registration Statement pursuant to this Agreement unless and until
such Holder furnishes to the Company in writing, within 20 days after receipt
of a request therefor, such information as the Company may reasonably request
for use in connection with any Shelf Registration Statement or Prospectus or
preliminary Prospectus included therein. 
Each Holder as to which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Company all information required to
be disclosed in order to make the information previously furnished to the
Company by such Holder not materially misleading.


 


5.             Additional
Interest.


 


If (i) any Registration Statement
required by this Agreement is not filed with the Commission on or prior to the
date specified for such filing in this Agreement, (ii) any such
Registration Statement has not been declared effective by the Commission on or
prior to the date specified for such effectiveness in this Agreement, (iii) the
Exchange Offer has not been Consummated within 40 days after the Exchange Offer
Registration Statement is declared effective or (iv) any Registration
Statement required by this Agreement is filed and declared effective but shall
thereafter cease to be effective or fail to be usable for its intended purpose
without being succeeded immediately by a post-effective amendment to such
Registration Statement that cures such failure and that is itself immediately
declared effective (each such event referred to in clauses (i) through
(iv), a “Registration Default”), the Company and the Guarantors hereby
agree to pay additional interest to each Holder of outstanding Securities (“Additional
Interest”) during the period of one or more Registration Defaults, with
respect to the first 90-day period immediately following the occurrence of the
first Registration Default in an amount equal to 0.25% per annum (which amount
will be increased by an additional 0.25% per annum for each subsequent 90-day period
that any Additional Interest continues to accrue; provided that the amounts at
which Additional Interest accrue may in no event exceed 1.0% per annum) in
respect of the Transfer Restricted Securities held by such Holder until the
applicable Registration Statement is filed, the Exchange Offer Registration
Statement is declared effective and the Exchange Offer is Consummated or the
Shelf Registration Statement is declared effective or a Registration Statement
again becomes effective, as the case may be. 
All accrued Additional Interest will be paid by the Company and the
Guarantors on each Interest Payment Date to Holders of global Securities by
wire transfer of immediately available funds or by federal funds check and to
holders of certificated Securities by wire transfer to the accounts specified
by them or by mailing checks to their registered addresses if no such accounts
have been specified.  


 


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Following the
cure of all Registration Defaults, the accrual of Additional Interest will
cease; provided, however, that, if after the cessation of the
accrual of Additional Interest, a different Registration Default occurs,
Additional Interest shall again accrue pursuant to the foregoing provisions.


 


All obligations of the Company and the
Guarantors set forth in the preceding paragraph that are outstanding with
respect to any Transfer Restricted Security at the time such security ceases to
be a Transfer Restricted Security shall survive until such time as all such
obligations with respect to such Security shall have been satisfied in full.


 


6.             Registration
Procedures.


 


(a)           Exchange Offer
Registration Statement.  In
connection with the Exchange Offer, the Company and the Guarantors shall comply
with the applicable provisions of Section 6(c) below, shall use their
commercially reasonable efforts to effect such exchange to permit the sale of
Broker-Dealer Transfer Restricted Securities being sold in accordance with the
intended method or methods of distribution thereof (which shall be in a manner
consistent with the terms of this Agreement), and shall comply with all of the
following provisions:


 


(i)            If in the reasonable opinion of
counsel to the Company there is a question as to whether the Exchange Offer is
permitted by applicable law, the Company and the Guarantors hereby agree to
seek a no-action letter or other favorable decision from the Commission
allowing the Company and the Guarantors to Consummate an Exchange Offer for
such Securities.  The Company and the
Guarantors each hereby agree to pursue the issuance of such a decision to the
Commission staff level but shall not be required to take commercially
unreasonable action to effect a change of Commission policy.  The Company and the Guarantors each hereby
agree, however, to (A) participate in telephonic conferences with the
staff of Commission, (B) deliver to the Commission staff an analysis
prepared by counsel to the Company setting forth the legal bases, if any, upon
which such counsel has concluded that such an Exchange Offer should be
permitted and (C) use commercially reasonable efforts to diligently pursue
a favorable resolution by the Commission staff of such submission.


 


(ii)           As a condition to its participation
in the Exchange Offer pursuant to the terms of this Agreement, each Holder of
Transfer Restricted Securities shall furnish, upon the request of the Company,
prior to the Consummation thereof, a written representation to the Company
(which may be contained in the letter of transmittal contemplated by the
Exchange Offer Registration Statement) to the effect that (A) it is not an
Affiliate of the Company, (B) it is not engaged in, and does not intend to
engage in, and has no arrangement or understanding with any person to
participate in, a distribution of the New Securities to be issued in the
Exchange Offer and (C) it is acquiring the New Securities in its ordinary
course of business.  In addition, all
such Holders of Transfer Restricted Securities shall otherwise cooperate in the
Company’s and the Guarantor’s preparations for the Exchange Offer.  Each Holder hereby acknowledges and agrees
that any Broker-Dealer and any such Holder using the Exchange Offer to
participate in a distribution of the securities to be acquired in the Exchange
Offer (1) could not under Commission policy as in effect on the date of
this Agreement rely on the 


 


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position of the Commission enunciated in Morgan
Stanley and Co., Inc. (available June 5, 1991) and Exxon
Capital Holdings Corporation (available May 13, 1988), as interpreted
in the Commission’s letter to Shearman & Sterling dated July 2,
1993, and similar no-action letters (which may include any no-action letter
obtained pursuant to clause (i) above), and (2) must comply with the
registration and prospectus delivery requirements of the Act in connection with
a secondary resale transaction and that such a secondary resale transaction
should be covered by an effective registration statement containing the selling
security holder information required by Item 507 or 508, as applicable, of
Regulation S-K under the Act if the resales are of New Securities obtained by
such Holder in exchange for Securities acquired by such Holder directly from
the Company or one of its Affiliates.


 


(iii)          Prior to effectiveness of the Exchange
Offer Registration Statement, the Company and the Guarantors shall provide a
supplemental letter to the Commission (A) stating that the Company and the
Guarantors are registering the Exchange Offer in reliance on the position of
the Commission enunciated in Exxon Capital Holdings Corporation
(available May 13, 1988), Morgan Stanley and Co., Inc.
(available June 5, 1991) and, if applicable, any no-action letter obtained
pursuant to clause (i) above, (B) including a representation that
neither the Company nor any Guarantor has entered into any arrangement or
understanding with any Person to distribute the New Securities to be received
in the Exchange Offer and that, to the best of the Company’s information and
belief, each Holder participating in the Exchange Offer is acquiring the New
Securities in its ordinary course of business and has no arrangement or
understanding with any Person to participate in the distribution of the New
Securities received in the Exchange Offer and (C) any other undertaking or
representation required by the Commission as set forth in any no-action letter
obtained pursuant to clause (i) above.


 


(b)           Shelf
Registration Statement.  In
connection with the Shelf Registration Statement, the Company and the
Guarantors shall comply with all the provisions of Section 6(c) below
and shall use their commercially reasonable efforts to effect such registration
to permit the sale of the Transfer Restricted Securities being sold in
accordance with the intended method or methods of distribution thereof, and
pursuant thereto the Company and the Guarantors will as expeditiously as
possible prepare and file with the Commission a Registration Statement relating
to the registration on any appropriate form under the Act, which form shall be
available for the sale of the Transfer Restricted Securities in accordance with
the intended method or methods of distribution thereof.


 


(c)           General
Provisions.  In connection with any
Registration Statement and any Prospectus required by this Agreement to permit
the sale or resale of Transfer Restricted Securities (including, without
limitation, any Registration Statement and the related Prospectus required to
permit resales of Broker-Dealer Transfer Restricted Securities by Broker-Dealers),
the Company and the Guarantors shall:


 


(i)            use their commercially reasonable
efforts to keep such Registration Statement continuously effective and provide
all requisite financial statements (including, if required by the Act or any
regulation thereunder, financial statements of the 


 


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Guarantors) for the period specified in Section 3
or 4 of this Agreement, as applicable; upon the occurrence of any event that
would cause any such Registration Statement or the Prospectus contained therein
(A) to contain a material misstatement or omission or (B) not to be
effective and usable for resale of Transfer Restricted Securities during the
period required by this Agreement, the Company and the Guarantors shall file
promptly an appropriate amendment to such Registration Statement, in the case
of clause (A), correcting any such misstatement or omission, and, in the case
of either clause (A) or (B), use their commercially reasonable efforts to
cause such amendment to be declared effective and such Registration Statement
and the related Prospectus to become usable for their intended purpose(s) as
soon as practicable thereafter;


 


(ii)           use commercially reasonable efforts
to prepare and file with the Commission such amendments and post-effective
amendments to the Registration Statement as may be necessary to keep the
Registration Statement effective for the applicable period set forth in Section 3
or 4 hereof, as applicable, or such shorter period as will terminate when all
Transfer Restricted Securities covered by such Registration Statement have been
sold; cause the Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under
the Act, and to comply fully with the applicable provisions of Rules 424
and 430A under the Act in a timely manner; and comply with the provisions of
the Act with respect to the disposition of all securities covered by such
Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof set forth in
such Registration Statement or supplement to the Prospectus;


 


(iii)          advise the underwriter(s), if any, and
selling Holders promptly and, if requested by such Persons, to confirm such
advice in writing, (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to any Registration
Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information relating thereto, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement under the Act or of the suspension by any state securities commission
of the qualification of the Transfer Restricted Securities for offering or sale
in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, (D) of the existence of any fact or the happening of
any event that makes any statement of a material fact made in the Registration
Statement, the Prospectus, any amendment or supplement thereto, or any document
incorporated by reference therein untrue, or that requires the making of any
additions to or changes in the Registration Statement or the Prospectus in
order to make the statements therein not misleading.  If at any time the Commission shall issue any
stop order suspending the effectiveness of the Registration Statement, or any
state securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or Blue Sky laws, the Company and
the Guarantors shall use their commercially reasonable efforts to obtain the
withdrawal or lifting of such order at the earliest possible time;


 


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(iv)          in the case of a Shelf Registration Statement, furnish
without charge to each of the Initial Purchasers, each selling Holder named in
any Registration Statement, and each of the underwriter(s), if any, before
filing with the Commission, copies of any Registration Statement or any
Prospectus included therein, or any amendments or supplements to any such
Registration Statement or Prospectus (including all documents incorporated by
reference after the initial filing of such Registration Statement), which
documents will be subject to the review of such Holders and underwriter(s) in
connection with such sale, if any, for a period of at least three Business
Days, and neither the Company nor the Guarantors will file any such
Registration Statement or Prospectus or any amendment or supplement to any such
Registration Statement or Prospectus (including all such documents incorporated
by reference) to which an Initial Purchaser or the underwriter(s), if any,
shall reasonably object in writing within five Business Days after the receipt
thereof (such objection to be deemed timely made upon confirmation of telecopy
transmission within such period).  The
objection of an Initial Purchaser or underwriter, if any, shall be deemed to be
reasonable if such Registration Statement, amendment, Prospectus or supplement,
as applicable, as proposed to be filed, contains a material misstatement or
omission;


 


(v)           in connection with any underwritten offering pursuant
to a Shelf Registration Statement, promptly prior to the filing of any document
that is to be incorporated by reference into a Shelf Registration Statement or
Prospectus, provide copies of such document to the Initial Purchasers, each
selling Holder named in any Shelf Registration Statement, and to the
underwriter(s), if any, make the Company’s representatives and representatives
of the Guarantors available for discussion of such document and other customary
due diligence matters, and include such information in such document prior to
the filing thereof as such selling Holders or underwriter(s), if any,
reasonably may request;


 


(vi)          in connection with any underwritten offering pursuant
to a Shelf Registration Statement, make available at reasonable times during
normal business hours for inspection by the Initial Purchasers, any managing
underwriter participating in any disposition pursuant to such Registration
Statement and any attorney or accountant retained by such Initial Purchasers or
any of the underwriter(s), all financial and other records, pertinent corporate
documents and properties of the Company and the Guarantors and cause the
Company’s and the Guarantors’ officers, directors and employees to supply all
information reasonably requested by any such Holder, underwriter, attorney or
accountant in connection with such Registration Statement subsequent to the
filing thereof and prior to its effectiveness;


 


(vii)         if requested by any selling Holders or the
underwriter(s), if any, promptly incorporate in any Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary,
such information as such selling Holders and underwriter(s), if any, may
reasonably request to have included therein, including, without limitation,
information relating to the “Plan of Distribution” of the Transfer Restricted
Securities, information with respect to the principal amount of Transfer
Restricted Securities being sold to such underwriter(s), the purchase price
being paid therefor and any other terms of the offering of the Transfer
Restricted Securities to


 


11

















 


be sold in such offering; and make all required
filings of such Prospectus supplement or post-effective amendment as soon as
practicable after the Company or a Guarantor is notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment;


 


(viii)        furnish to each selling Holder and each of the
underwriter(s), if any, without charge, at least one copy of the Registration
Statement, as first filed with the Commission, and of each amendment thereto,
including financial statements and schedules, all documents incorporated by
reference therein and all exhibits (including exhibits incorporated therein by
reference);


 


(ix)           deliver to each selling Holder and each of the underwriter(s),
if any, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) and any amendment or supplement thereto as such Persons
reasonably may request; the Company and the Guarantors hereby consent to the
use of the Prospectus and any amendment or supplement thereto by each of the
selling Holders and each of the underwriter(s), if any, in connection with the
offering and the sale of the Transfer Restricted Securities covered by the
Prospectus or any amendment or supplement thereto;


 


(x)            in connection with any underwritten offering of
Transfer Restricted Securities pursuant to a Shelf Registration Statement,
enter into, and cause the Guarantors to enter into, such agreements (including
an underwriting agreement), and make, and cause the Guarantors to make, such
representations and warranties, and take all such other actions in connection
therewith reasonably necessary to expedite or facilitate the disposition of the
Transfer Restricted Securities, all to such extent as may be reasonably
requested by any Holder of Transfer Restricted Securities or underwriter in
connection with any sale or resale pursuant to underwritten offerings of
Transfer Restricted Securities pursuant to a Shelf Registration Statement
contemplated by this Agreement and shall:


 


(A)          furnish to each Initial Purchaser, each selling Holder
and each underwriter, if any, in such substance and scope as they may
reasonably request and as are customarily made by issuers to underwriters in
primary underwritten offerings, upon the date of the Consummation of the
Exchange Offer and, if applicable, the effectiveness of the Shelf Registration
Statement:


 


(1)           a certificate, dated the date of effectiveness of the
Shelf Registration Statement, signed by (y) the Chairman of the Board, the
Chief Executive Officer, President, any Executive Vice President or any Vice
President and (z) a principal financial or accounting officer of each of
the Company and Owens-Illinois Group, Inc., confirming, as of the date
thereof, the matters set forth in paragraphs (i) and (ii) of Section 6(c) of
the Purchase Agreement or such other matters as such parties may reasonably
request;


 


(2)           opinions, dated the date of effectiveness of the Shelf
Registration Statement of counsel for the Company and the Guarantors,


 


12

















 


covering the matters set forth in paragraph (a) of
Section 6 of the Purchase Agreement and Exhibits B and C referred to
therein and such other matters as such parties may reasonably request; and


 


(3)           a customary comfort letter, dated as of the date of
effectiveness of the Shelf Registration Statement from the Company’s
independent accountants, in the customary form and covering matters of the type
customarily covered in comfort letters by underwriters in connection with
primary underwritten offerings, and affirming the matters set forth in the
comfort letter delivered pursuant to Section 6(e) of the Purchase
Agreement;


 


(B)           set forth in full or incorporate by reference in the
underwriting agreement, if any, indemnification provisions and procedures of Section 8
hereof with respect to all parties to be indemnified pursuant to said Section (or
such other provisions or procedures acceptable to selling Holders representing
a majority in aggregate principal amount of Transfer Restricted Securities
covered by such Shelf Registration Statement and the underwriters, if any); and


 


(C)           deliver such other documents and certificates as may
be reasonably requested by such parties to evidence compliance with clause (A) above
and with any customary conditions contained in the underwriting agreement or
other agreement entered into by the Company or the Guarantors pursuant to this
clause (x), if any.


 


If at any time the representations and warranties of
the Company and the Guarantors contemplated in clause (A)(1) above cease
to be true and correct in all material respects, the Company or the Guarantors
shall so advise the Initial Purchasers and the underwriter(s), if any, and each
selling Holder promptly and, if requested by such Persons, shall confirm such
advice in writing;


 


(xi)           prior to any public offering of Transfer Restricted
Securities, cooperate with the selling Holders, the underwriter(s), if any, and
their respective counsel in connection with the registration and qualification
of the Transfer Restricted Securities under the securities or Blue Sky laws of
such jurisdictions as the selling Holders or underwriter(s) may request
and do any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Transfer Restricted Securities covered
by the Shelf Registration Statement; provided, however, that
neither the Company nor the Guarantors shall be required to register or qualify
as a foreign corporation where it is not then so qualified or to take any
action that would subject it to the service of process in suits or to taxation,
other than as to matters and transactions relating to any Registration
Statement, in any jurisdiction where it is not then so subject;


 


(xii)          shall issue, upon the request of any Holder of
Securities covered by the Shelf Registration Statement, New Securities, having
an aggregate principal amount equal to the aggregate principal amount of
Securities surrendered to the Company by


 


13

















 


such Holder in exchange therefor or being sold by such
Holder; such New Securities to be registered in the name of such Holder or in
the name of the purchaser(s) of such New Securities, as the case may be;
in return, the Securities held by such Holder shall be surrendered to the
Company for cancellation;


 


(xiii)         cooperate with the selling Holders and the
underwriter(s), if any, to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold and not
bearing any restrictive legends; and enable such Transfer Restricted Securities
to be in such denominations and registered in such names as the Holders or the
underwriter(s), if any, may request at least two Business Days prior to any
sale of Transfer Restricted Securities made by such underwriter(s);


 


(xiv)        use their commercially reasonable efforts to cause the
Transfer Restricted Securities covered by the Registration Statement to be
registered with or approved by such other governmental agencies or authorities
as may be necessary to enable the seller or sellers thereof or the
underwriter(s), if any, to consummate the disposition of such Transfer
Restricted Securities, subject to the proviso contained in clause (xi) above;


 


(xv)         if any fact or event contemplated by clause 6(c)(iii)(D) above
shall exist or have occurred, prepare a supplement or post-effective amendment
to the Registration Statement or related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of Transfer Restricted Securities,
the Prospectus will not contain an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein not
misleading;


 


(xvi)        provide a CUSIP and an ISIN number for all Transfer
Restricted Securities and all New Securities not later than the effective date
of the Registration Statement and provide the Trustee under the Indenture with
printed certificates for the Transfer Restricted Securities which are in a form
eligible for deposit with the Depositary Trust Company;


 


(xvii)       cooperate and assist in any filings required to be
made with FINRA and in the performance of any due diligence investigation by
any underwriter (including any “qualified independent underwriter”) that is
required to be retained in accordance with the rules and regulations of
FINRA, and use their commercially reasonable efforts to cause such Registration
Statement to become effective and approved by such governmental agencies or
authorities as may be necessary to enable the Holders selling Transfer
Restricted Securities to consummate the disposition of such Transfer Restricted
Securities;


 


(xviii)      otherwise use their commercially reasonable efforts to
comply with all applicable rules and regulations of the Commission, and
make generally available to the Company’s security holders, as soon as
practicable, a consolidated earnings statement meeting the requirements of Rule 158
under the Act (which need not be audited) for the twelve-month period (A) commencing
at the end of any fiscal quarter in which Transfer


 


14

















 


Restricted Securities are sold to underwriters in a
firm or best efforts Underwritten Offering or (B) if not sold to
underwriters in such an offering, beginning with the first month of the Company’s
first fiscal quarter commencing after the effective date of the Registration
Statement;


 


(xix)         cause the Indenture to be qualified under the Trust
Indenture Act not later than the effective date of the first Registration
Statement required by this Agreement, and, in connection therewith, cooperate,
and cause the Guarantors to cooperate, with the Trustee and the Holders of Notes
to effect such changes to the Indenture as may be required for such Indenture
to be so qualified in accordance with the terms of the Trust Indenture Act; in
the event such qualification would require the appointment of a new trustee
under the Indenture, the Company shall appoint a new trustee thereunder
pursuant to the applicable provisions of Indenture; and to execute, and use
their commercially reasonable efforts to cause the Trustee to execute, all
documents that may be required to effect such changes and all other forms and
documents required to be filed with the Commission to enable such Indenture to
be so qualified in a timely manner;


 


(xx)          provide promptly to each Holder upon request each
document filed with the Commission pursuant to the requirements of Section 13
or Section 15 of the Exchange Act or provide each such requesting Holder
the location where such Holder can obtain such information without charge; and


 


(xxi)         to the extent any Free Writing Prospectus is used,
file with the Commission any Free Writing Prospectus that is required to be
filed by the Company or the Guarantors with the Commission in accordance with
the Act and to retain any Free Writing Prospectus not required to be filed.


 


Each Holder agrees by acquisition of a Transfer
Restricted Security that, upon receipt of any notice from the Company or any
Guarantor of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof,
such Holder will forthwith discontinue disposition of Transfer Restricted
Securities pursuant to the applicable Registration Statement until such Holder’s
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 6(c)(xv) hereof, or until it is advised in writing (the “Advice”)
by the Company that the use of the Prospectus may be resumed, and has received
copies of any additional or supplemental filings that are incorporated by
reference in the Prospectus.  If so
directed by the Company, each Holder will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such
Holder’s possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice.  In the event the Company or any Guarantor
shall give any such notice, the time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable,
shall be extended by the number of days during the period from and including
the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof
to and including the date when each selling Holder covered by such Registration
Statement shall have received the copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xv) hereof or shall have received
the Advice; however, no such extension shall be taken into account in
determining whether Additional Interest are due pursuant to Section 5
hereof or the amount of such Additional Interest, it being


 


15

















 


agreed that the Company’s
and the Guarantor’s option to suspend use of a Registration Statement pursuant
to this paragraph shall be treated as a Registration Default for purposes of Section 5.


 


7.             Registration Expenses.


 


(a)           All
expenses incident to the Company’s or the Guarantors’ performance of or
compliance with this Agreement will be borne by the Company or the Guarantors,
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses
(including filings made by any Initial Purchaser or Holder with FINRA (and, if applicable, the
fees and expenses of any “qualified independent underwriter” and its counsel
that may be required by the rules and regulations of FINRA)); (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for
the New Securities to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all
fees and disbursements of counsel for the Company, the Guarantors and, subject
to Section 7(b) below, the Holders of Transfer Restricted Securities;
(v) all application and filing fees in connection with listing the New
Securities on a national securities exchange or automated
quotation system pursuant to the requirements thereof; and (vi) all fees
and disbursements of independent certified public accountants of the Company
and the Guarantors (including the expenses of any special audit and comfort
letters required by or incident to such performance).


 


The
Company and the Guarantors will, in any event, bear their internal expenses
(including, without limitation, all salaries and expenses of their officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by the Company or the Guarantors.


 


(b)           In connection with any
Registration Statement required by this Agreement (including, without
limitation, the Exchange Offer Registration Statement and the Shelf
Registration Statement), the Company and the Guarantors will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities being
tendered in the Exchange Offer and/or resold pursuant to the “Plan of
Distribution” contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Simpson Thacher & Bartlett LLP or such other counsel as may be chosen by the Holders of a majority
in principal amount of the Transfer Restricted Securities for whose benefit
such Registration Statement is being prepared.


 


8.             Indemnification.


 


(a)           Indemnification of the Holders. 
The Company and each Guarantor, jointly and severally, agree to
indemnify and hold harmless each Holder, its directors, officers and employees,
and each person, if any, who controls any Holder within the meaning of the Act
and the Exchange Act against any loss, claim, damage, liability or expense, as
incurred, to which such Holder or such controlling person may become subject,
under the Act, the Exchange Act or other federal or state statutory law or regulation,
or at common law or otherwise (including in settlement of any litigation, if
such settlement is effected in accordance with Section 8(d)),


 


16

















 


insofar as such
loss, claim, damage, liability or expense (or actions in respect thereof as
contemplated below) arises out of or is based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement, or Prospectus, or any “issuer information” (“Issuer Information”)
filed or required to be filed pursuant to Rule 433(d) under the Act,
or the omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the
foregoing indemnity agreement shall not apply to any loss, claim, damage,
liability or expense to the extent, but only to the extent, arising out of or
based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with written
information relating to any Holder furnished to the Company by the Holders
expressly for use in any Registration Statement or Prospectus.  The indemnity agreement set forth in this Section 8
shall be in addition to any liabilities that the Company or any of the
Guarantors may otherwise have.


 


(b)           Indemnification of the Company, the
Guarantors and their Directors and Officers.  Each Holder
agrees, severally and not jointly, to indemnify and hold harmless the Company
and the Guarantors and each of their respective directors, and each person, if
any, who controls the Company or the Guarantors, as the case may be, within the
meaning of the Act or the Exchange Act, against any loss, claim, damage,
liability or expense, as incurred, to which the Company or such Guarantor or
any such director, or controlling person may become subject, under the Act, the
Exchange Act, or other federal or state statutory law or regulation, or at
common law or otherwise (including in settlement of any litigation, if such
settlement is effected in accordance with Section 8(d)), insofar as such
loss, claim, damage, liability or expense (or actions in respect thereof as
contemplated below) arises out of or is based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or Prospectus, or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any Registration
Statement or Prospectus, in reliance upon and in conformity with written
information furnished to the Company by the Holders expressly for use therein;
and to reimburse the Company and the Guarantors, or any such director or
controlling person for any legal and other expenses reasonably incurred by the
Company and the Guarantors, or any such director or controlling person in
connection with investigating, defending, settling, compromising or paying any
such loss, claim, damage, liability, expense or action.  The indemnity agreement set forth in this Section 8
shall be in addition to any liabilities that each Holder may otherwise
have.  In no event shall the liability of
any selling Holder hereunder be greater in amount than the dollar amount of
proceeds received by such Holder upon the sale of the Securities giving rise to
such indemnification obligation.


 


(c)           Notifications and Other Indemnification
Procedures.  Promptly after receipt by any person in
respect of which indemnity may be sought pursuant to Section 8(a) or
8(b) (the “indemnified party”) of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against any person against whom indemnity may be sought pursuant to Section 8(a) or
8(b) (the “indemnifying party”), notify the indemnifying party in
writing of the commencement thereof, but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified


 


17

















 


party for
contribution or otherwise than under the indemnity agreement contained in this Section 8
or to the extent it is not materially prejudiced as a proximate result of such
failure.  In case any such action is
brought against any indemnified party and such indemnified party seeks or
intends to seek indemnity from an indemnifying party, the indemnifying party
shall be entitled to participate in and, to the extent that it shall elect,
jointly with all other indemnifying parties similarly notified, by written
notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof
with counsel reasonably satisfactory to such indemnified party; provided,
however, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded, that a conflict may arise between the positions of
the indemnifying party and the indemnified party in conducting the defense of
any such action or that there may be legal defenses available to it and/or
other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assume such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties.  Upon
receipt of notice from the indemnifying party to such indemnified party of such
indemnifying party’s election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying party shall not
be liable to such indemnified party under this Section 8 for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have
employed separate counsel in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel (together with
local counsel), approved by the indemnifying party, representing the
indemnified parties who are parties to such action) or (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action, in each of which cases the fees and
expenses of counsel shall be at the expense of the indemnifying party.


 


(d)           Settlements. 
The indemnifying party under this Section 8 shall not be liable for
any settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party against any
loss, claim, damage, liability or expense by reason of such settlement or
judgment.  Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested an indemnifying
party to reimburse the indemnified party for fees and expenses of counsel as
contemplated by this Section 8, the indemnifying party agrees that it
shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30 days
after receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement,
compromise or consent to the entry of judgment in any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or
could have been a party and indemnity was or could have been sought hereunder
by such indemnified party, unless such settlement, compromise or consent
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such action, suit or proceeding.


 


18

















 


(e)           Contribution. 
If the indemnification provided for in this Section 8 is for any
reason held to be unavailable to or otherwise insufficient to hold harmless an
indemnified party under Section 8(a) or Section 8(b) hereof
(other than by reason of exceptions provided in those Sections) in respect of
any losses, claims, damages, liabilities or expenses referred to therein, then
each indemnifying party shall contribute to the aggregate amount paid or
payable by such indemnified party, as incurred, as a result of any losses,
claims, damages, liabilities or expenses referred to therein (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Guarantors, on the one hand, and the Holders, on the other
hand, from the Initial Placement (which, in the case of the Company and the
Guarantors shall be deemed to be equal to the total gross proceeds from the
Initial Placement as set forth on the cover page to the Final Memorandum),
the amount of Additional Interest which did not become payable as a result of
the filing of the Registration Statement resulting in such losses, claims,
damages, liabilities, judgments actions or expenses, and such Registration
Statement, or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company and the Guarantors, on the one hand, and
the Holders, on the other hand, in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities or expenses, as
well as any other relevant equitable considerations.  The relative benefits received by the Company
and the Guarantors, on the one hand, and the Holders, on the other, with
respect to such offering shall be deemed to be in the same proportion as the
total net proceeds from the Initial Placement (before deducting expenses)
received by the Company and the Guarantors, on the one hand, and the total net
proceeds received by such Holder upon its resale of Notes less the amount paid
by such Holder for such Notes, on the other hand, bear to the total sum of such
amounts.  The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company and the Guarantors
or such Holder, the intent of the parties and their relative knowledge, access
to information and opportunity to correct or prevent such statement or
omission.  For the purposes of the
preceding two sentences, the net proceeds deemed to be received by the Company
shall be deemed to be also for the benefit of the Guarantors and the
information supplied by the Company shall also be deemed to have been supplied
by the Guarantors.


 


The amount paid or payable by a party as a result of
the losses, claims, damages, liabilities and expenses referred to above shall
be deemed to include, subject to the limitations set forth in Section 8(a),
any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.  The provisions set forth in this Section 8
with respect to notice of commencement of any action shall apply if a claim for
contribution is to be made under this Section 8(e); provided, however,
that no additional notice shall be required with respect to any action for
which notice has been given under this Section 8 for purposes of
indemnification.


 


The Company, the Guarantors and the Holders agree
that it would not be just and equitable if contribution pursuant to this Section 8(e) were
determined by pro rata allocation (even if the Holders were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in this Section 8(e).  Notwithstanding the provisions of this Section 8(e),
no Holder shall be required to


 


19

















 


contribute any amount in
excess of the amount by which the total net proceeds received by such Holder
upon its resale of Notes exceeds the sum of the amount paid by such Holder for
such Notes (or, if such Notes have not been sold by such Holder, the total
discount received by such Holder with respect to such Notes) and the amount of
any damages which such Holder has otherwise paid or become liable to pay by
reason of any untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11 of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.  The Holders’
obligations to contribute pursuant to this Section 8(e) are several,
and not joint, in proportion to the respective principal amount of Notes held
by each of the Holders hereunder.  For
purposes of this Section 8(e), each director, officer and employee of an
Holder and each person, if any, who controls an Holder within the meaning of
the Act and the Exchange Act shall have the same rights to contribution as such
Holder, and each director of the Company and the Guarantors, and each person,
if any, who controls the Company with the meaning of the Act and the Exchange
Act shall have the same rights to contribution as the Company and the
Guarantors.


 


(f)            The remedies provided for in this Section 8
are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.


 


9.             Rule 144A.


 


The Company and the Guarantors each hereby agree
with each Holder, for so long as any Transfer Restricted Securities remain
outstanding, to make available to any Holder or beneficial owner of Transfer
Restricted Securities in connection with any sale thereof and any prospective
purchaser of such Transfer Restricted Securities from such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Act in
order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.


 


10.           Participation In Underwritten
Registrations.


 


No Holder may participate in any Underwritten
Registration hereunder unless such Holder (a) agrees to sell such Holder’s
Transfer Restricted Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such arrangements
and (b) completes and executes all reasonable questionnaires, powers of
attorney, indemnities, underwriting agreements, lock-up letters and other
documents required under the terms of such underwriting arrangements.


 


11.           Selection Of Underwriters.


 


The Holders of Transfer Restricted Securities
covered by the Shelf Registration Statement who desire to do so may sell such
Transfer Restricted Securities in an Underwritten Offering.  In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering shall be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided, that such investment bankers and managers must
be reasonably satisfactory to the Company.


 


20
















 


12.           Miscellaneous.


 


(a)           Remedies.  The Company
and the Guarantors each hereby agree that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agree to waive the defense in any
action for specific performance that a remedy at law would be adequate.


 


(b)           No Inconsistent Agreements. 
The Company shall not, and shall cause the Guarantors not to, on or
after the date of this Agreement enter into any agreement with respect to the
Company’s securities that would prevent the Company or any Guarantor from
satisfying its obligations hereunder or that would otherwise conflict with the
provisions hereof.  Other than the
Registration Rights Agreement dated May 6, 2003 with respect to the
Company’s 81⁄4% Senior Notes due 2013, the Registration Rights Agreement dated December 1,
2004 with respect to the Company’s 63⁄4% Senior Notes due 2014 and this
Agreement, neither the Company nor any of the Guarantors has entered into any
agreement granting any registration rights with respect to the Company’s
securities to any Person. The rights granted to the Holders hereunder do not in
any way conflict with and are not inconsistent with the rights granted to the
holders of the Company’s securities under any agreement in effect on the date
hereof.


 


(c)           Adjustments Affecting the Securities. 
Neither the Company nor the Guarantors shall take any action, or permit
any change to occur, with respect to the Securities that would materially and
adversely affect the ability of the Holders to Consummate any Exchange Offer.


 


(d)           Amendments and Waivers. 
The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions
hereof may not be given unless the Company has obtained the written consent of
Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities.  Notwithstanding
the foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose securities are being
tendered pursuant to the Exchange Offer and that does not affect directly or
indirectly the rights of other Holders whose securities are not being tendered
pursuant to such Exchange Offer may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities being
tendered or registered; provided  that, with respect to any matter
that directly or indirectly affects the rights of any Initial Purchaser
hereunder, the Company shall obtain the written consent of each such Initial
Purchaser with respect to which such amendment, qualification, supplement,
waiver, consent or departure is to be effective.


 


(e)           Notices.  All notices
and other communications provided for or permitted hereunder shall be made in
writing by hand-delivery, first-class mail (registered or certified, return
receipt requested), telex, telecopier, or air courier guaranteeing overnight
delivery:


 


(i)            if to a Holder, at the address set forth on the
records of the Registrar under the Indenture, with a copy to the Registrar
under the Indenture; and


 


(ii)           if to the Company:


 


21

















 


	
  Owens-Brockway Glass
  Container Inc.

  
	
  c/o Owens-Illinois Group Inc.

  
	
  One
  O-I Plaza

  
	
  One
  Michael Owens Way

  
	
  Perrysburg,
  OH 43551

  
	
  Telephone: +1-567-336-5000

  
	
  Attention: James W. Baehren, Esq.

  
	
   

  
	
  with a copy to:

  
	
   

  
	
  Latham &
  Watkins (London) LLP

  
	
  99
  Bishopsgate

  
	
  London
  EC2M 3XF

  
	
  England

  
	
  Facsimile:
  +44-20-7374-1032

  
	
  Attention:
  Tracy K. Edmonson, Esq.

  



 


All such notices and communications shall be deemed
to have been duly given:  at the time
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged, if telecopied; and on the next Business
Day, if timely delivered to an air courier guaranteeing overnight delivery.


 


Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee at the address specified in the Indenture.


 


(f)            Successors and Assigns. 
This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties, including without limitation and
without the need for an express assignment, subsequent Holders of Transfer
Restricted Securities; provided, however, that this Agreement
shall not inure to the benefit of or be binding upon a successor or assign of a
Holder unless and to the extent such successor or assign acquired Transfer
Restricted Securities from such Holder.


 


(g)           Counterparts. 
This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.


 


(h)           Headings.  The headings
in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.


 


(i)            Severability. 
In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.


 


22

















 


(j)            Entire Agreement. 
This Agreement is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein.  There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein with respect to the registration rights granted by the
Company and the Guarantors with respect to the Transfer Restricted
Securities.  This Agreement supersedes
all prior agreements and understandings between the parties with respect to
such subject matter.


 


(k)           GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


(l)            Securities Held by the
Company, etc.  Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
or New Securities is required hereunder, Securities or New Securities, as
applicable, held by the Company or its Affiliates (other than subsequent
Holders of Securities or New Securities if such subsequent Holders are deemed
to be Affiliates solely by reason of their holdings of such Securities or New
Securities) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.


 


23

















 


If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall represent a
building agreement among the Company, each of the Guarantors and the several
Initial Purchasers.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  OWENS-BROCKWAY
  GLASS CONTAINER INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ James W. Baehren

  
	
   

  	
   

  	
  Name:

  	
  James W. Baehren

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President & Secretary

  
	
   

  	
   

  
	
   

  	
  On behalf of each guarantor named on the
  attached Exhibit A, in the capacity set forth for such entity on
  such Exhibit A

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
   

  	
  Name:

  	
  James W. Baehren

  
					



 


 


[Registration
Rights Agreement Signature Page]


 

















 


	
  The foregoing Agreement is
  hereby confirmed and accepted as of the date first above written.

  
	
   

  
	
  J.P. Morgan Securities
  Inc.

  
	
  Banc of America Securities
  LLC

  
	
  Deutsche Bank Securities
  Inc.

  
	
   

  
	
   

  
	
  By: J.P. MORGAN SECURITIES
  INC.

  
	
   

  
	
  By: 

  	
  /s/ Kenneth A. Lang

  	
   

  
	
   

  	
  Name:

  	
  Kenneth A. Lang

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  and

  	
   

  
	
   

  	
   

  
	
  By: BANC OF AMERICA
  SECURITIES LLC

  
	
   

  
	
  By:

  	
  /s/ William “Hutch” Pegler

  	
   

  
	
   

  	
  Name:

  	
  William “Hutch” Pegler

  
	
   

  	
  Title:

  	
  Principal

  
	
   

  	
   

  
	
   

  	
   

  
	
  and

  
	
   

  	
   

  
	
  By: DEUTSCHE BANK
  SECURITIES INC.

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Edwin E. Roland

  	
   

  
	
   

  	
  Name:

  	
  Edwin E. Roland

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Nikko Hayes

  	
   

  
	
   

  	
  Name:

  	
  Nikko Hayes

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  
	
  For themselves and the
  other several Initial Purchasers named in Schedule I to the foregoing Agreement.

  
				



 


 


[Registration Rights
Agreement Signature Page]


 

















 


Exhibit A


 


	
  Name of Guarantor

  	
   

  	
  Title of Officer Executing on

  Behalf of Such Guarantor

  
	
   

  	
   

  	
   

  
	
  ACI America Holdings Inc.

  	
   

  	
  Vice President
  and Secretary

  
	
  Brockway
  Realty Corporation

  	
   

  	
  Vice President and Secretary

  
	
  NHW
  Auburn, LLC

  	
   

  	
  Senior Vice President and Secretary of its sole
  member

  
	
  OI
  Auburn Inc.

  	
   

  	
  Vice President and Secretary

  
	
  OI
  Australia Inc.

  	
   

  	
  Vice President and Secretary

  
	
  OI
  California Containers Inc.

  	
   

  	
  Vice President and Secretary

  
	
  OI
  Castalia STS Inc.

  	
   

  	
  Vice President and Secretary

  
	
  OI
  General Finance Inc.

  	
   

  	
  Vice President and Secretary

  
	
  OI
  General FTS Inc.

  	
   

  	
  Vice President and Secretary

  
	
  O-I
  Holding LLC

  	
   

  	
  Vice President and Secretary of its sole member

  
	
  OI
  International Holdings Inc.

  	
   

  	
  Vice President and Secretary

  
	
  OI
  Levis Park STS Inc.

  	
   

  	
  Vice President and Secretary

  
	
  OI
  Puerto Rico STS Inc.

  	
   

  	
  Vice President and Secretary

  
	
  OIB
  Produvisa Inc.

  	
   

  	
  Vice President and Secretary

  
	
  Owens-Brockway
  Packaging, Inc.

  	
   

  	
  Vice President and Secretary

  
	
  Owens-Illinois
  General Inc.

  	
   

  	
  Vice President and Secretary

  
	
  Owens-Illinois
  Group, Inc.

  	
   

  	
  Vice President, Director
  of Finance and Secretary

  
	
  SeaGate, Inc.

  	
   

  	
  Vice President and Secretary

  
	
  SeaGate
  II, Inc.

  	
   

  	
  Vice President and Secretary

  
	
  SeaGate
  III, Inc.

  	
   

  	
  Vice President and Secretary

  
	
  Universal
  Materials, Inc.

  	
   

  	
  Vice President and Secretary

  



 

















 


SCHEDULE I


 


	
   

  	
  Initial Purchasers

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J.P. Morgan Securities Inc.

  	
   

  
	
   

  	
  Banc of America Securities LLC

  	
   

  
	
   

  	
  Deutsche Bank Securities Inc.

  	
   

  
	
   

  	
  Barclays
  Capital Inc.

  	
   

  
	
   

  	
  BNP Paribas Securities Corp.

  	
   

  
	
   

  	
  Calyon Securities (USA) Inc.

  	
   

  
	
   

  	
  Citigroup Global Markets Inc.

  	
   

  
	
   

  	
  HSBC Securities (USA) Inc.

  	
   

  
	
   

  	
  Scotia Capital (USA) Inc.