Exhibit
4.1


 


 


 






OI EUROPEAN GROUP B.V.


Issuer


and


The Guarantors set forth
in Annex A attached hereto






 


INDENTURE


dated
as of March 14, 2007






Law Debenture Trust Company
of New York


Trustee


and


Deutsche
Bank AG, acting through its London Branch


Principal
Paying Agent and Transfer Agent


and


Deutsche
Bank Luxembourg S.A.


Luxembourg
Transfer Agent, Listing Agent, Luxembourg Paying Agent and Registrar






 
















TABLE OF CONTENTS


	
  RECITALS OF THE COMPANY

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1.
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.01. Certain Definitions.

  	
   

  	
  1

  
	
  Section 1.02. Other Definitions.

  	
   

  	
  21

  
	
  Section 1.03. Incorporation by Reference of Trust
  Indenture Act.

  	
   

  	
  21

  
	
  Section 1.04. Rules of Construction.

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2. THE
  SECURITIES

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 2.01. Unlimited in Amount, Form and Dating.

  	
   

  	
  22

  
	
  Section 2.02. Execution and Authentication.

  	
   

  	
  23

  
	
  Section 2.03. Registrar and Paying Agent.

  	
   

  	
  24

  
	
  Section 2.04. Paying Agent to Hold Money in Trust.

  	
   

  	
  25

  
	
  Section 2.05. Holder Lists.

  	
   

  	
  25

  
	
  Section 2.06. Transfer and Exchange.

  	
   

  	
  26

  
	
  Section 2.07. Replacement Notes.

  	
   

  	
  34

  
	
  Section 2.08. Outstanding Notes.

  	
   

  	
  34

  
	
  Section 2.09. Temporary Notes.

  	
   

  	
  35

  
	
  Section 2.10. Cancellation.

  	
   

  	
  35

  
	
  Section 2.11. Defaulted Interest.

  	
   

  	
  35

  
	
  Section 2.12. Special Record Dates.

  	
   

  	
  36

  
	
  Section 2.13. CUSIP, Common Code and ISIN Numbers.

  	
   

  	
  36

  
	
  Section 2.14. Denominations

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3.
  REDEMPTION

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 3.01. Notices to Trustee.

  	
   

  	
  37

  
	
  Section 3.02. Selection of Notes to Be Redeemed.

  	
   

  	
  37

  
	
  Section 3.03. Notice of Redemption.

  	
   

  	
  37

  
	
  Section 3.04. Effect of Notice of Redemption.

  	
   

  	
  38

  
	
  Section 3.05. Deposit of Redemption Price.

  	
   

  	
  38

  
	
  Section 3.06. Notes Redeemed in Part.

  	
   

  	
  39

  
	
  Section 3.07. Additional Amounts

  	
   

  	
  39

  
	
  Section 3.08. Optional Redemption.

  	
   

  	
  41

  
	
  Section 3.09. Redemption of Notes for Changes in
  Withholding Taxes

  	
   

  	
  44

  
	
  Section 3.10. Mandatory Redemption.

  	
   

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4.
  COVENANTS

  	
   

  	
  45

  
	
   

  	
   

  	
   

  
	
  Section 4.01. Payment of Securities.

  	
   

  	
  45

  
	
  Section 4.02. Maintenance of Office or Agency.

  	
   

  	
  45

  
	
  Section 4.03. Commission Reports.

  	
   

  	
  45

  
	
  Section 4.04. Compliance Certificate.

  	
   

  	
  46

  
	
  Section 4.05. Taxes.

  	
   

  	
  47

  



 













 


	
  Section 4.06. Stay,
  Extension and Usury Laws.

  	
   

  	
  47

  
	
  Section 4.07.
  Corporate Existence.

  	
   

  	
  47

  
	
  Section 4.08.
  [Intentionally Omitted]

  	
   

  	
  47

  
	
  Section 4.09.
  Fall-Away Event.

  	
   

  	
  47

  
	
  Section 4.10.
  Offer to Repurchase Upon a Change of Control.

  	
   

  	
  48

  
	
  Section 4.11.
  Asset Sales.

  	
   

  	
  50

  
	
  Section 4.12.
  Restricted Payments.

  	
   

  	
  52

  
	
  Section 4.13.
  Incurrence of Indebtedness and Issuance of Preferred Stock.

  	
   

  	
  55

  
	
  Section 4.14.
  Liens.

  	
   

  	
  59

  
	
  Section 4.15.
  Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

  	
   

  	
  60

  
	
  Section 4.16.
  Transactions with Affiliates.

  	
   

  	
  62

  
	
  Section 4.17.
  Payments for Consent.

  	
   

  	
  63

  
	
  Section 4.18.
  Designation of Restricted and Unrestricted Subsidiaries.

  	
   

  	
  63

  
	
  Section 4.19.
  Limitations on Issuances of Guarantees of Indebtedness.

  	
   

  	
  64

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5. SUCCESSORS

  	
   

  	
  64

  
	
   

  	
   

  	
   

  
	
  Section 5.01.
  When OI Group May Merge, Etc.

  	
   

  	
  64

  
	
  Section 5.02.
  Successor Corporation Substituted.

  	
   

  	
  65

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6. DEFAULTS AND REMEDIES

  	
   

  	
  65

  
	
   

  	
   

  	
   

  
	
  Section 6.01. Events
  of Default.

  	
   

  	
  65

  
	
  Section 6.02. Acceleration.

  	
   

  	
  67

  
	
  Section 6.03. Other
  Remedies.

  	
   

  	
  68

  
	
  Section 6.04. Waiver
  of Past Defaults.

  	
   

  	
  68

  
	
  Section 6.05. Control
  by Majority.

  	
   

  	
  68

  
	
  Section 6.06. Limitation
  on Suits.

  	
   

  	
  68

  
	
  Section 6.07. Rights
  of Holders to Receive Payment.

  	
   

  	
  69

  
	
  Section 6.08. Collection
  Suit by Trustee.

  	
   

  	
  69

  
	
  Section 6.09. Trustee
  May File Proofs of Claim.

  	
   

  	
  70

  
	
  Section 6.10. Priorities.

  	
   

  	
  70

  
	
  Section 6.11. Undertaking
  for Costs.

  	
   

  	
  70

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7. TRUSTEE

  	
   

  	
  71

  
	
   

  	
   

  	
   

  
	
  Section 7.01. Duties
  of Trustee.

  	
   

  	
  71

  
	
  Section 7.02. Rights
  of Trustee.

  	
   

  	
  72

  
	
  Section 7.03. Individual
  Rights of Trustee.

  	
   

  	
  73

  
	
  Section 7.04. Trustee’s
  Disclaimer.

  	
   

  	
  73

  
	
  Section 7.05. Notice
  of Defaults.

  	
   

  	
  73

  
	
  Section 7.06. Reports
  by Trustee to Holders.

  	
   

  	
  73

  
	
  Section 7.07. Compensation
  and Indemnity.

  	
   

  	
  74

  
	
  Section 7.08. Replacement
  of Trustee.

  	
   

  	
  74

  
	
  Section 7.09. Successor
  Trustee by Merger, Etc.

  	
   

  	
  75

  
	
  Section 7.10. Eligibility;
  Disqualification.

  	
   

  	
  75

  
	
  Section 7.11. Preferential
  Collection of Claims Against Company.

  	
   

  	
  75

  



 



 v
 









 


	
  ARTICLE 8. SATISFACTION AND DISCHARGE;
  DEFEASANCE

  	
   

  	
  76

  
	
   

  	
   

  	
   

  
	
  Section 8.01.
  Satisfaction and Discharge of Indenture.

  	
   

  	
  76

  
	
  Section 8.02.
  Application of Trust Funds; Indemnification.

  	
   

  	
  77

  
	
  Section 8.03.
  Legal Defeasance of Notes.

  	
   

  	
  77

  
	
  Section 8.04.
  Covenant Defeasance.

  	
   

  	
  79

  
	
  Section 8.05.
  Repayment to Company.

  	
   

  	
  80

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9. SUPPLEMENTS, AMENDMENTS AND WAIVERS

  	
   

  	
  80

  
	
   

  	
   

  	
   

  
	
  Section 9.01.
  Without Consent of Holders.

  	
   

  	
  80

  
	
  Section 9.02.
  With Consent of Holders.

  	
   

  	
  81

  
	
  Section 9.03.
  Revocation and Effect of Consents.

  	
   

  	
  82

  
	
  Section 9.04.
  Notation on or Exchange of Notes.

  	
   

  	
  82

  
	
  Section 9.05.
  Trustee/Agents to Sign Amendments, Etc.

  	
   

  	
  83

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10. GUARANTEE

  	
   

  	
  83

  
	
   

  	
   

  	
   

  
	
  Section 10.01.
  Guarantee.

  	
   

  	
  83

  
	
  Section 10.02.
  Limitation on Liability.

  	
   

  	
  84

  
	
  Section 10.03.
  Execution and Delivery of Guarantee.

  	
   

  	
  85

  
	
  Section 10.04.
  Successors and Assigns.

  	
   

  	
  85

  
	
  Section 10.05.
  No Waiver.

  	
   

  	
  85

  
	
  Section 10.06.
  Right of Contribution.

  	
   

  	
  85

  
	
  Section 10.07.
  No Subrogation.

  	
   

  	
  86

  
	
  Section 10.08.
  Additional Guarantors; Reinstatement of Guarantees.

  	
   

  	
  86

  
	
  Section 10.09.
  Modification.

  	
   

  	
  87

  
	
  Section 10.10.
  Release of Guarantor.

  	
   

  	
  87

  
	
  Section 10.11.
  Merger, Consolidation and Sale of Assets of a Guarantor.

  	
   

  	
  87

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11. MISCELLANEOUS

  	
   

  	
  88

  
	
   

  	
   

  	
   

  
	
  Section 11.01. [Intentionally
  Omitted]

  	
   

  	
  88

  
	
  Section 11.02. Notices.

  	
   

  	
  88

  
	
  Section 11.03. Communication
  by Holders with Other Holders.

  	
   

  	
  90

  
	
  Section 11.04. Certificate
  and Opinion as to Conditions Precedent.

  	
   

  	
  90

  
	
  Section 11.05. Statements
  Required in Certificate or Opinion.

  	
   

  	
  90

  
	
  Section 11.06. Rules
  by Trustee and Agents.

  	
   

  	
  90

  
	
  Section 11.07. Legal
  Holidays.

  	
   

  	
  91

  
	
  Section 11.08. No
  Recourse Against Others.

  	
   

  	
  91

  
	
  Section 11.09. Counterparts.

  	
   

  	
  91

  
	
  Section 11.10. Governing
  Law.

  	
   

  	
  91

  
	
  Section 11.11. Severability.

  	
   

  	
  91

  
	
  Section 11.12. Effect
  of Headings, Table of Contents, Etc.

  	
   

  	
  91

  
	
  Section 11.13. Successors
  and Assigns.

  	
   

  	
  91

  
	
  Section 11.14. No
  Interpretation of Other Agreements.

  	
   

  	
  92

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 



 vi
 









CROSS-REFERENCE TABLE*


	
  Trust Indenture

  Act Section

  	
   

  	
   

  	
   

  	
  

  Indenture Section

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  310(a)(1)

  	
   

  	
   

  	
   

  	
  7.09; 7.10

  
	
  (a)(2)

  	
   

  	
   

  	
   

  	
  7.10

  
	
  (a)(3)

  	
   

  	
   

  	
   

  	
  N.A.

  
	
  (a)(4)

  	
   

  	
   

  	
   

  	
  N.A.

  
	
  (a)(5)

  	
   

  	
   

  	
   

  	
  7.10

  
	
  (b)

  	
   

  	
   

  	
   

  	
  7.03, 7.08; 7.10

  
	
  (c)

  	
   

  	
   

  	
   

  	
  N.A.

  
	
  311(a)

  	
   

  	
   

  	
   

  	
  7.11

  
	
  (b)

  	
   

  	
   

  	
   

  	
  7.11

  
	
  (c)

  	
   

  	
   

  	
   

  	
  N.A.

  
	
  312(a)

  	
   

  	
   

  	
   

  	
  2.05

  
	
  (b)

  	
   

  	
   

  	
   

  	
  11.03

  
	
  (c)

  	
   

  	
   

  	
   

  	
  11.03

  
	
  313(a)

  	
   

  	
   

  	
   

  	
  7.06

  
	
  (b)

  	
   

  	
   

  	
   

  	
  7.06

  
	
  (c)

  	
   

  	
   

  	
   

  	
  7.06; 11.02

  
	
  (d)

  	
   

  	
   

  	
   

  	
  7.06

  
	
  314(a)

  	
   

  	
   

  	
   

  	
  4.03

  
	
  (c)(1)

  	
   

  	
   

  	
   

  	
  11.04

  
	
  (c)(2)

  	
   

  	
   

  	
   

  	
  11.04

  
	
  (c)(3)

  	
   

  	
   

  	
   

  	
  N.A.

  
	
  (e)

  	
   

  	
   

  	
   

  	
  11.05

  
	
  (f)

  	
   

  	
   

  	
   

  	
  N.A.

  
	
  315(a)

  	
   

  	
   

  	
   

  	
  7.01(b)(ii); 7.02

  
	
  (b)

  	
   

  	
   

  	
   

  	
  7.02; 7.05; 11.02

  
	
  (c)

  	
   

  	
   

  	
   

  	
  7.01(a); 7.02

  
	
  (d)

  	
   

  	
   

  	
   

  	
  7.01(d); 7.02

  
	
  (e)

  	
   

  	
   

  	
   

  	
  6.11

  
	
  316(a)(last sentence)

  	
   

  	
   

  	
   

  	
  2.08

  
	
  (a)(1)(A)

  	
   

  	
   

  	
   

  	
  6.05

  
	
  (a)(1)(B)

  	
   

  	
   

  	
   

  	
  6.04

  
	
  (a)(2)

  	
   

  	
   

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
   

  	
   

  	
  6.07

  
	
  (c)

  	
   

  	
   

  	
   

  	
  2.12; 9.03

  
	
  317(a)(1)

  	
   

  	
   

  	
   

  	
  6.08

  
	
  (a)(2)

  	
   

  	
   

  	
   

  	
  6.09

  
	
  (b)

  	
   

  	
   

  	
   

  	
  2.04

  
	
  318(a)

  	
   

  	
   

  	
   

  	
  11.01

  
	
  (b)

  	
   

  	
   

  	
   

  	
  N.A.

  
	
  (c)

  	
   

  	
   

  	
   

  	
  11.01

  
						



 






N.A. means not applicable.


* THIS CROSS-REFERENCE TABLE IS NOT PART OF
THIS INDENTURE.


 



 vii















INDENTURE dated as of March 14, 2007 among OI European
Group B.V., a private company with limited liability incorporated under the
laws of The Netherlands (the “Company”),
the Guarantors (as defined herein), Law Debenture Trust Company of New York, a
New York Trust Company, as Trustee, Deutsche Bank AG, acting through its London
Branch, as Principal Paying Agent and Transfer Agent and Deutsche Bank
Luxembourg S.A., as Transfer Agent, Luxembourg Listing Agent, Luxembourg Paying
Agent and Registrar.


RECITALS OF THE COMPANY


The Company has duly authorized the creation of an
issue of (i) €300,000,000 aggregate principal amount of 6 7/8% Senior Notes due
2017 issued on the date hereof (the “Notes” or the “Initial Securities”), of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.


Each Guarantor has duly authorized its Guarantee of
the Initial Securities and to provide therefor each Guarantor has duly authorized
the execution and delivery of this Indenture.


Each party agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the Holders of the Notes:


ARTICLE 1.


DEFINITIONS
AND INCORPORATION

BY REFERENCE


Section
1.01.        Certain Definitions.


“144A Global Security”
means Global Securities bearing the Global Security Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name
of, a Depositary or its nominee that will be issued in a denomination equal to
the outstanding principal amount of the Notes sold in reliance on Rule 144A.


“Acquired Debt”
means, with respect to any specified Person: (1) Indebtedness of any other
Person existing at the time such other Person is merged with or into or became
a Restricted Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other
Person merging with or into, or becoming a Restricted Subsidiary of, such
specified Person; and (2) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.


“Affiliate” of any
specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified
Person. For purposes of this definition, “control,” as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise.
For purposes of this definition, the terms “controlling,” “controlled by” and “under
common control with” shall have correlative meanings.













“Agent” means any Registrar, Paying Agent,
authenticating agent or co-Registrar, including any Agent performing one or
more of such roles.


“Applicable Procedures” means,
with respect to any transfer or exchange of or for beneficial interests in any
Global Security, the rules and procedures of the applicable Depositary that
apply to such transfer or exchange.


“Asset Sale”
means: (1) the sale, lease, conveyance or other disposition of any assets; provided that the sale, conveyance or
other disposition of all or substantially all of the assets of OI Group and its
Restricted Subsidiaries taken as a whole shall be governed by Article 5 and not
by Section 4.11; and (2) the issuance of Equity Interests by any of OI Group’s
Restricted Subsidiaries or the sale of Equity Interests in any of OI Group’s
Restricted Subsidiaries. Notwithstanding the preceding, the following items
shall not be deemed to be Asset Sales: (1) any single transaction or series of
related transactions that involves assets or Equity Interests having a Fair
Market Value of less than $10.0 million; (2) a transfer of assets between or
among OI Group and its Restricted Subsidiaries; (3) an issuance of Equity
Interests by a Restricted Subsidiary of OI Group to OI Group or to another
Restricted Subsidiary of OI Group; (4) the sale or lease of equipment, inventory,
accounts receivable or other assets in the ordinary course of business; (5) the
sale, lease, conveyance or other disposition of any assets securing this
Indenture or the Credit Agreement in connection with the enforcement of the
security interests contained therein pursuant to the terms of the Intercreditor
Agreement; (6) the sale or other disposition of cash or Cash Equivalents; (7) a
Restricted Payment that is permitted by Section 4.12; and (8) the exchange of
assets held by OI Group or a Restricted Subsidiary of OI Group for assets held
by any Person or entity (including Equity Interests of such Person or entity), provided that (i) the assets received by
OI Group or such Restricted Subsidiary of OI Group in any such exchange shall
immediately constitute, be part of, or be used in a Permitted Business; and
(ii) any such assets received are of a comparable Fair Market Value to the
assets exchanged as determined in good faith by OI Group.


“Board Resolution”
means (1) with respect to a corporation, a copy of a resolution certified by
the Secretary or an Assistant Secretary of such corporation to have been duly
adopted by the Board of Directors or pursuant to authorization by the Board of
Directors and (2) with respect to any other Person, a copy of a resolution or
similar authorization certified by the secretary or assistant secretary or a
Person serving such a similar function to have been duly adopted by the board,
committee or Person serving a similar function as a board of directors and in
each case to be in full force and effect on the date of such certification (and
delivered to the Trustee, if appropriate).


“Board of Directors”
means: (1) with respect to a corporation, the board of directors of the
corporation; (2) with respect to a partnership, the Board of Directors of the
general partner of the partnership; and (3)
with respect to any other Person, the board or committee of such Person serving
a similar function.


“Broker-Dealer” means
any broker or dealer registered with the Commission under the Exchange Act.



 2
 









“Business Days” means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in New York City,
New York, Perrysburg, Ohio, London, England or, if at any time the Notes shall
be listed on the Luxembourg Stock Exchange, Luxembourg, The Netherlands are
authorized or obligated by law or executive order to close.


“Capital Lease Obligation”
means, at the time any determination thereof is to be made, the amount of the
liability in respect of a capital lease that would at that time be required to
be capitalized on a balance sheet in accordance with GAAP.


“Capital Stock” means: (1) in the
case of a corporation, corporate stock; (2) in the case of an association or
business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock;  (3) in the
case of a partnership or limited liability company, partnership or membership
interests (whether general or limited); and (4) any other interest or participation
that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing Person.


“Cash Equivalents”
means: (1) United States dollars,
pounds sterling, euros, the national currency of any member state in the
European Union as of the date of the Indenture; (2) securities issued or directly and fully guaranteed or insured by the
United States government or any country that is a member of the European
Union as of the date of the Indenture or any
agency or instrumentality thereof and having one of the two highest ratings
obtainable from either S&P or Moody’s (provided
that the full faith and credit of such government is pledged in support
thereof), in each case maturing not more than one year from the date of
acquisition;  (3) securities issued by
any state of the United States of America or any political subdivision of any
such state or any public instrumentality thereof maturing within one year of
the date of acquisition thereof and, at the time of acquisition, having one of
the two highest ratings obtainable from either S&P or Moody’s ; (4)
certificates of deposit and eurodollar time deposits with maturities of one
year or less from the date of acquisition, bankers’ acceptances with maturities
not exceeding one year and overnight bank deposits, in each case, with any
lender under the Credit Agreement or any domestic commercial bank having
capital and surplus of not less than $250.0 million; (5) repurchase and
reverse repurchase obligations for underlying securities of the types described
in clauses (2) and (4) above entered into with any financial
institution meeting the qualifications specified in clause (4) above; (6)
commercial paper having the highest rating obtainable from Moody’s or S&P
and in each case maturing within one year from the date of creation thereof;
and (7) money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (1) through (6) of this
definition or that has a rating of at least AAA from S&P or at least Aaa
from Moody’s.


“Change of Control”
means the occurrence of any of the
following: (1) OI Inc. or OI Group becomes aware of (by way of a report or
any other filing pursuant to Section 13(d) of the Exchange Act, proxy,
vote, written notice or otherwise) the acquisition by any Person or group
(within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act, or any successor provision), including any group acting for the
purpose of acquiring, holding or disposing of securities (within the meaning of
Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a
related series of transactions, by way of merger, consolidation or other
business combination or purchase of beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act, or any successor provision) of 35% or
more of the total voting power of the Voting 



 3
 









Stock
of OI Inc.; or (2) the first day on which a majority of the members of the
Board of Directors of OI Inc. are not Continuing Directors; or (3) the
first day on which OI Inc. fails to own 100% of the issued and outstanding
Equity Interests of OI Group.


“Clearstream” means
Clearstream Banking, société anonyme.


“Collateral
Documents” means,
collectively, the Intercreditor Agreement, the Pledge Agreement and the
Security Agreement, each as in effect on the Issue Date and as amended, amended
and restated, modified, renewed, replaced or restructured from time to time and
the Mortgages each as in effect on the Issue Date and any additional Mortgages
created from time to time, and as amended, amended and restated, modified,
renewed or replaced from time to time.


“Commission” means the Securities and Exchange Commission.


“Common
Depositary” means,
with respect to the Notes, Deutsche Bank AG, acting through its London Branch,
as common depositary for Euroclear and Clearstream or another Person designated
as common depositary by the Company, which Person must be a clearing agency
registered under the Exchange Act.


“Company” means the party named as such above until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.


“Company
Order” means a written
order signed in the name of the Company by two Officers, one of whom must be
the Company’s principal executive officer, principal financial officer or
principal accounting officer.


“Consolidated
Cash Flow” means, with
respect to any specified Person for any period, the Consolidated Net Income of
such Person for such period plus:
(1) an amount equal to any extraordinary loss realized by such Person or any of
its Restricted Subsidiaries in connection with any sale or other disposition of
assets, to the extent such losses were deducted in computing such Consolidated
Net Income; plus (2) provision
for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was
deducted in computing such Consolidated Net Income; plus (3) consolidated interest expense of such Person and
its Restricted Subsidiaries for such period, whether paid or accrued and
whether or not capitalized (including without limitation amortization of debt
issuance costs and original issue discount, non-cash interest payments, the
interest component of any deferred payment obligations, the interest component
of all payments associated with Capital Lease Obligations, commissions,
discounts and other fees and charges incurred in respect of letter of credit or
bankers’ acceptance financings, and net of the effect of all payments made or
received pursuant to Hedging Obligations), to the extent that any such expense
was deducted in computing such Consolidated Net Income; plus (4) depreciation, amortization
(including amortization of goodwill and other intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and
other non-cash charges and expenses (excluding any amortization of a prepaid
cash expense that was paid in a prior period) of such Person and its Restricted
Subsidiaries for such period to the extent that such depreciation, amortization
and other non-cash charges and expenses were deducted in computing such
Consolidated Net Income; minus (5)
an amount equal to any extraordinary gain realized by such Person or any of 



 4
 









its
Restricted Subsidiaries in connection with any sale or other disposition of
assets, to the extent such gains were included in computing such Consolidated
Net Income; minus (6) pension
expenses, retiree medical expenses and any other material non cash items
increasing Consolidated Net Income for such period that are disclosed in such
Person’s financial statements, other than accrual of revenue in the ordinary
course of business, in each case without duplication, on a consolidated basis
and determined in accordance with GAAP; minus
(7) net cash payments to OI Inc. by OI Group for (i) claims of
persons for exposure to asbestos containing products and expenses related
thereto and (ii) dividends on any outstanding preferred stock of OI Inc., in
each case without duplication, on a consolidated basis and determined in
accordance with GAAP.


Notwithstanding the
preceding, the provision for taxes based on the income or profits of, and the
depreciation, amortization and other non-cash charges and expenses of, a
Restricted Subsidiary of OI Group shall be added to Consolidated Net Income to
compute Consolidated Cash Flow of OI Group only to the extent that a
corresponding amount would be permitted at the date of determination to be
dividended to OI Group by such Restricted Subsidiary without prior governmental
approval (that has not been obtained), and would not be prohibited, directly or
indirectly, by the operation of the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental regulations
applicable to that Restricted Subsidiary or its stockholders, other than
agreements, instruments, judgments, decrees, orders, statutes, rules and
government regulations existing on January 24, 2002.


“Consolidated
Net Income” means,
with respect to any specified Person for any period, the aggregate of the Net
Income of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided that: (1) the Net Income (but not
loss) of any Person that is not a Restricted Subsidiary or that is accounted
for by the equity method of accounting shall be included only to the extent of
the amount of dividends or distributions paid in cash to the specified Person
or a Wholly Owned Restricted Subsidiary of the specified Person; (2) the Net
Income of any Restricted Subsidiary will be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that Net Income is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or, is
prohibited, directly or indirectly, by operation of the terms of its charter or
any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Restricted Subsidiary or its
stockholders, other than agreements, instruments, judgments, decrees, orders,
statutes, rules and government regulations existing on January 24, 2002; (3)
the Net Income of any Person acquired in a pooling of interests transaction for
any period prior to the date of such acquisition shall be excluded; (4) the
cumulative effect of a change in accounting principles under GAAP shall be
excluded; (5) all extraordinary, unusual or nonrecurring gains and losses (including
without limitation any one-time costs incurred in connection with acquisitions)
(together with any related provision for taxes) shall be excluded; (6) any gain
or loss (together with any related provision for taxes) realized upon the sale
or other disposition of any property, plant or equipment of the specified
Person or its Restricted Subsidiaries (including pursuant to any sale and
leaseback arrangement) which is not sold or otherwise disposed of in the
ordinary course of business and any gain or loss (together with any related
provision for taxes) realized upon the sale or other disposition by the
specified Person or any Restricted Subsidiary of the specified Person of any
Capital Stock of any Person or any Asset Sale shall be excluded to the extent
that any such gain 



 5
 









or
loss exceeds $5.0 million with respect to any one occurrence or $15.0 million
in the aggregate with respect to gains or losses during any twelve month
period; (7) the Net Income of any Unrestricted Subsidiary shall be excluded,
whether or not distributed to the specified Person or one of its Subsidiaries;
and (8) any deduction for minority owners’ interest in earnings of Subsidiaries
shall be excluded.


“Continuing
Directors” means, as
of any date of determination, any member of the Board of Directors of OI Inc.,
who:  (1) was a member of such Board of
Directors on the Issue Date; or (2) was nominated for election or elected to
such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such Board at the time of such nomination or
election.


“Corporate Trust Office”
shall mean the corporate trust office of the Trustee, which shall initially be
Law Debenture Trust Company of New York, 400 Madison Avenue, 4th Floor, New York, New York 10017, Attn:  Patrick Healy or such other address as to
which the Trustee may give notice to the Company.


“Credit Agreement”  means the credit agreement, dated as of June 14,
2006, by and among the Borrowers named therein, OI Group, Owens-Illinois
General, Inc., as Borrower’s Agent, Deutsche Bank AG, New York Branch, as
Administrative Agent, and the Arrangers, the other Agents and the Lenders named
therein or party thereto, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, amended and restated, modified, renewed, refunded,
replaced, substituted or refinanced or otherwise restructured (including but
not limited to, the inclusion of additional borrowers thereunder) from time to
time.


“Credit
Agreement Domestic Borrower”
means OBGC, to the extent at the time of determination such entity is a
borrower under the Credit Agreement and any other Domestic Subsidiary of OI
Group that is, at the relevant time, a borrower under the Credit Agreement.


“Credit Facilities”
means (1) one or more debt facilities (including, without limitation, the
Credit Agreement) or commercial paper facilities, in each case with banks or
other lenders providing for revolving credit loans, term loans, bankers
acceptances, receivables financing (including through the sale of receivables
to such lenders or to special purpose entities formed to borrow from such
lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced, refinanced or
otherwise restructured in whole or in part from time to time (collectively, “Bank Facilities”); and (2) notes,
debentures or other financing instruments or any combination thereof incurred
after the Issue Date (“Non-Bank Refinancing”),
including any refinancing thereof, to the extent such Non-Bank Refinancing
replaces, refinances or otherwise restructures Indebtedness under Credit
Facilities.


“Default” means
any event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default.


“Definitive Security” means
a certificated Note registered in the name of the Holder thereof and issued in
accordance with Section 2.06 hereof, except that such Note shall not 



 6
 









bear the Global Security
Legend and shall not have a “Schedule of Exchanges of Interests in the Global
Security” attached thereto.


“Depositary”
means each of DTC and the Common Depositary, as applicable.


“Designated Noncash Consideration”
means the noncash consideration received by OI Group or one of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as
Designated Noncash Consideration pursuant to an Officers’ Certificate setting
forth the basis of such valuation, executed by an officer of OI Group or the
Company, less the amount of cash or Cash Equivalents received in connection
with a subsequent sale of such Designated Noncash Consideration.


“Disqualified Stock”
means any Capital Stock that, by its terms (or by the terms of any security into
which it is convertible, or for which it is exchangeable, in each case at the
option of the holder thereof), or upon the happening of any event, matures or
is mandatorily redeemable (other than as a result of a change of control or
asset sale), pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the holder thereof (other than as a result of a change of
control or asset sale), in whole or in part, on or prior to the date that is 91
days after the date on which the Notes mature or are no longer outstanding.
Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely because the holders thereof have the right to require
OI Group or the Company to repurchase such Capital Stock upon the occurrence of
a change of control or an asset sale shall not constitute Disqualified Stock if
the terms of such Capital Stock provide that OI Group or the Company may not
repurchase or redeem any such Capital Stock pursuant to such provisions unless
such repurchase or redemption complies with Section 4.12.


“Domestic Subsidiary”
means any Restricted Subsidiary of OI Group other than a Foreign Subsidiary.


“DTC” means The
Depository Trust Company, its nominees and their respective successors.


“Equity Interests” means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock).


“Equity Offering”
means any public or private sale of common stock (other than Disqualified
Stock) of OI Inc. (other than public offerings with respect to common stock
registered on Form S-8 or otherwise relating to equity securities issuable
under any employee benefit plan of OI Inc.).


“Euroclear”
means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.


 “Exchange Act” means the Securities Exchange Act of 1934, as
amended from time to time.



 7
 









“Existing Indebtedness” means
the aggregate principal or commitment amount of Indebtedness of OI Group and
its Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the Issue Date, until such amounts are repaid or terminated.


“Existing IRBs” means
the Holmes County Ohio 5.85% Industrial Revenue Bonds due 2007 and the Kansas
City, Missouri Industrial Development Revenue Bonds due 2008, and any
extensions, renewals or refinancings thereof to the extent that such
extensions, renewals and refinancings thereof do not result in an increase in
the aggregate principal amount of such Existing IRBs.


“Fair Market Value” means, with
respect to any asset or property, the price which could be negotiated in an arm’s-length
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under pressure or compulsion to complete the transaction.


“Fixed Charge
Coverage Ratio” means with respect to any specified Person and its
Restricted Subsidiaries for any period, the ratio of the Consolidated Cash Flow
of such Person and its Restricted Subsidiaries for such period to the Fixed
Charges of such Person and its Restricted Subsidiaries for such period. In the
event that the specified Person or any of its Restricted Subsidiaries incurs,
assumes, guarantees, repays, repurchases or redeems any Indebtedness or issues,
repurchases or redeems preferred stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated and on or
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the “Calculation
Date”), then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period.


In addition, for purposes of calculating the Fixed
Charge Coverage Ratio: (1) acquisitions and dispositions that have been made by
the specified Person or any of its Restricted Subsidiaries, including through
mergers or consolidations and including any related financing transactions,
during the four-quarter reference period or subsequent to such reference period
and on or prior to the Calculation Date shall be given pro forma effect as if
they had occurred on the first day of the four-quarter reference period and
Consolidated Cash Flow for such reference period shall be calculated on a pro
forma basis in accordance with Regulation S-X under the Securities Act; (2) the
Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded; (3) the Fixed Charges attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded, but
only to the extent that the obligations giving rise to such Fixed Charges will
not be obligations of the specified Person or any of its Subsidiaries following
the Calculation Date; (4) the consolidated interest expense attributable to
interest on any Indebtedness computed on a pro forma basis and (a) bearing a
floating interest rate shall be computed as if the rate in effect on the date
of computation had been the applicable rate for the entire period and (b) that
was not outstanding during the period for which the computation is being made
but which bears, at the option of such Person, a fixed or floating rate 



 8
 









of interest, shall be
computed by applying at the option of such Person either the fixed or floating
rate; and (5) the consolidated interest expense attributable to interest on any
working capital borrowings under a revolving credit facility computed on a pro
forma basis shall be computed based upon the average daily balance of such
working capital borrowings during the applicable period.


“Fixed Charges”
means, with respect to any specified Person and its Restricted Subsidiaries for
any period, the sum, without duplication, of: (1) the consolidated interest
expense of such Person and its Restricted Subsidiaries for such period, whether
paid or accrued, including, without limitation, amortization of debt issuance
costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, imputed interest with
respect to attributable debt, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers’ acceptance financings, and
net of the effect of all payments made or received pursuant to Hedging
Obligations; plus (2) the
consolidated interest of such Person and its Restricted Subsidiaries that was
capitalized during such period; plus
(3) interest actually paid by the Company or any such Restricted Subsidiary
under any Guarantee of Indebtedness or other obligation of any other Person; plus (4) the product of (a) all dividends,
whether paid or accrued and whether or not in cash, on any series of
Disqualified Stock or preferred stock of such Person or any of its Restricted
Subsidiaries, other than dividends on Equity Interests payable solely in Equity
Interests of OI Group (other than Disqualified Stock) or to OI Group or a
Restricted Subsidiary of OI Group, times (b) a fraction, the numerator of which
is one and the denominator of which is one minus the then current combined
federal, state and local statutory tax rate of such Person, expressed as a
decimal, in each case, on a consolidated basis and in accordance with GAAP.


“Foreign Subsidiary” means
any Restricted Subsidiary of OI Group which is organized under the laws of a
jurisdiction other than the United States of America or any State thereof.


“GAAP” means generally accepted
accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect as of January 24, 2002.


“Global Note”
means a Note issued to evidence all or a part of the Notes that is executed by
the Company and authenticated and delivered by the Trustee to a Depositary or
pursuant to such Depositary’s instructions, all in accordance with this
Indenture and pursuant to Sections 2.01, 2.06(b)(iv), 2.06(d)(ii) or 2.06(f),
which shall be registered as to principal and interest in the name of such
Depositary or its nominee.


“Global Security” means
a Note issued to evidence all or a part of the Notes that is executed by the
Company and authenticated and delivered by the Trustee to a Depositary or
pursuant to such Depositary’s instructions, all in accordance with this
Indenture and pursuant to Section 2.01, which shall be registered as to
principal and interest in the name of such Depositary or its nominee.



 9
 









“Global Security
Legend” means the legend set forth in Section 2.06(g)(ii)
which is required to be placed on all Global Securities issued under this
Indenture.


“Government Securities”
means direct obligations of, or obligations
guaranteed by, (i) the United States of America, and the payment for which the
United States pledges its full faith and credit or (ii) any country that is a
member of the European Union as of the date of the Indenture for which such
country pledges its full faith and credit.


“Guarantee” means a
guarantee other than by endorsement of negotiable instruments for collection in
the ordinary course of business, direct or indirect, in any manner including,
without limitation, through letters of credit or reimbursement agreements in
respect thereof, of all or any part of any Indebtedness.


“Guarantors” means: (1) OI Group and OBGC; (2) each direct or
indirect Domestic Subsidiary of OI Group that guarantees the Credit Agreement
as of the Issue Date; and (3) each future
direct or indirect Domestic Subsidiary of OI Group that guarantees the Credit
Agreement and executes a Guarantee of the Notes in accordance with the
provisions of this Indenture; and their respective successors and assigns.


“Hedging Obligations” means, with respect to any specified
Person, the obligations of such Person under: (1) interest rate swap
agreements, interest rate cap agreements, interest rate collar agreements and
other agreements or arrangements designed to protect such Person against
fluctuations in interest rates; (2) currency
exchange swap agreements, currency exchange cap agreements, currency exchange
collar agreements and other agreements or arrangements designed to protect such
Person against fluctuations in currency values; and (3) commodity swap
agreements; commodity cap agreements, commodity collar agreements and other
agreements or arrangements designed to protect such Person against fluctuations
in commodity prices.


“Holder” means a
Person in whose name a Note is registered on the Registrar’s books.


“Indebtedness” means, with respect to any specified Person,
any indebtedness of such Person, whether or not contingent, in respect of: (1) borrowed money; (2) evidenced by bonds, notes,
debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof); (3) banker’s acceptances; (4) representing
Capital Lease Obligations; (5) the balance deferred and unpaid of the purchase
price of any property, except any such balance that constitutes an accrued
liability or trade payable; or (6) representing any Hedging Obligations, if and
to the extent any of the preceding items (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes the lesser of the
Fair Market Value on the date of incurrence of any asset of the specified
Person subject to a Lien securing the Indebtedness of others and the amount of
such Indebtedness secured and, to the extent not otherwise included, the
Guarantee by the specified Person of any indebtedness of any other Person. The
amount of any Indebtedness outstanding as of any date shall be: (1) the
accreted value thereof, in the case of any Indebtedness issued with original
issue discount; and (2) the principal amount thereof, in the case of any other
Indebtedness.



 10















“Indenture” means this Indenture, as amended or
supplemented from time to time.


“Indirect Participant” means
a Person who holds a beneficial interest in a Global Security through a
Participant.


“Initial Securities” means
Notes issued pursuant to Section 2.02 hereof, in each case for so long as such
securities constitute “restricted securities” as such term is defined in Rule
144(a)(3) under the Securities Act; provided
that the Trustee shall be entitled to request and conclusively rely on an
Opinion of Counsel with respect to whether any Note constitutes such a
restricted security.


“Intercompany Indebtedness” means any Indebtedness of OI Group
or any Subsidiary of OI Group which, in the case of OI Group, is owing to
OI Inc. or any Subsidiary of OI Group and, in the case of any Subsidiary
of OI Group, is owing to OI Group or any other Subsidiary of OI Group.


“Intercreditor Agreement’’ means
the Second Amended and Restated Intercreditor Agreement, dated as of June 14,
2006, by and among Deutsche Bank AG, New York Branch, as administrative agent
for the lenders party to the Credit Agreement, Deutsche Bank Trust Company
Americas, as Collateral Agent and any other parties thereto,  as amended, amended and restated or otherwise
modified from time to time.


“Investment Grade Permitted Liens” means:
(1) Liens arising under the Collateral Documents other than Liens securing the
OI Inc. Senior Notes on the Issue Date; (2) Liens incurred after the Issue Date
on the assets (including shares of Capital Stock and Indebtedness) of OI Group,
the Company or any Domestic Subsidiary of OI Group; provided, however,
that the aggregate amount of Indebtedness and other obligations at any time
outstanding secured by such Liens pursuant to clause (1) above and this clause
(2) shall not exceed the sum of $5.5 billion plus 50% of Tangible Assets
acquired by OI Group, the Company or any Domestic Subsidiary after January 24,
2002; (3) Liens in favor of OI Group, the Company or any Domestic Subsidiary of
OI Group; (4) Liens on property or shares of capital stock of a Person existing
at the time such Person is merged with or into or consolidated with OI Group,
the Company or any Domestic Subsidiary of OI Group; provided that such Liens were not incurred in connection
with or in contemplation of such merger or consolidation and do not extend to
any assets other than those of the Person merged into or consolidated with OI
Group, the Company or the Domestic Subsidiary; (5) Liens on property or shares
of capital stock existing at the time of acquisition thereof by OI Group, the
Company or any Domestic Subsidiary of OI Group, provided that such Liens were not incurred in connection
with or in contemplation of such acquisition and do not extend to any property
other than the property so acquired by OI Group, the Company or the Domestic
Subsidiary; (6) Liens (including extensions and renewals thereof) upon real or
personal (whether tangible or intangible) property acquired after the Issue
Date, provided that: (a) such
Lien is created solely for the purpose of securing Indebtedness incurred to
finance all or any part of the purchase price or cost of construction or
improvement of property, plant or equipment subject thereto and such Lien is
created prior to, at the time of or within 12 months after the later of the
acquisition, the completion of construction or the commencement of full
operation of such property, plant or equipment or to refinance any such
Indebtedness previously so secured; (b) the 



 11
 









principal amount of the
Indebtedness secured by such Lien does not exceed 100% of such cost; and (c)
any such Lien shall not extend to or cover any property or assets other than
such item of property or assets and any improvements on such item; (7) Liens to
secure any Capital Lease Obligation or operating lease;  (8) Liens encumbering customary initial
deposits and margin deposits; (9) Liens securing Indebtedness under Hedging
Obligations; (10) Liens arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of goods entered into by OI
Group, the Company or any of the Domestic Subsidiaries in the ordinary course
of business of OI Group, the Company and the Domestic Subsidiaries; (11) Liens
on or sales of receivables and customary cash reserves established in
connection therewith; (12) Liens securing OI Group’s, the Company’s or any
Domestic Subsidiary’s obligations in respect of bankers’ acceptances issued or
created to facilitate the purchase, shipment or storage of inventory or other
goods; and (13) Liens for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor.


“Investment Grade Ratings”
means a debt rating of the Notes of BBB- or higher by S&P and Baa3 or
higher by Moody’s or the equivalent of such ratings by S&P or Moody’s or in
the event S&P or Moody’s shall cease rating the Notes and the Company shall
select any other Rating Agency, the equivalent of such ratings by such other
Rating Agency.


“Investments”
means, with respect to any Person, all direct or indirect investments by such
Person in other Persons in the forms of loans (including Guarantees thereof),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If OI Group or any Restricted Subsidiary of OI Group sells or otherwise disposes
of any Equity Interests of any direct or indirect Restricted Subsidiary of OI
Group such that, after giving effect to any such sale or disposition, such
Person is no longer a Restricted Subsidiary of OI Group, OI Group shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the Fair Market Value of the Equity Interests of such Restricted
Subsidiary not sold or disposed of in an amount determined as provided in the
final paragraph of Section 4.12. The acquisition by OI Group or any Restricted
Subsidiary of OI Group of a Person that holds an Investment in a third Person
shall be deemed to be an Investment by OI Group or such Restricted Subsidiary
in such third Person in an amount equal to the Fair Market Value of the
Investment held by the acquired Person in such third Person in an amount
determined as provided in the final paragraph of Section 4.12.


“Issue Date” means
the date on which the Notes are originally issued.


 “Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any agreement to give a security interest in 



 12
 









and any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction.


“Luxembourg Paying Agent”
means the entity so appointed by the Company with respect to any listing of the
Notes on the Luxembourg Stock Exchange.


“Maturity” when
used with respect to any Note, means the date on which the principal of such
Note or an installment of principal becomes due and payable as therein or
herein provided, whether at Stated Maturity or by declaration of acceleration,
call for redemption or otherwise.


“Moody’s” means
Moody’s Investors Service, Inc. or any successor rating agency.


“Mortgages” means mortgages as defined under the Credit
Agreement securing real property in the United States of America.


“Net Income”
means, with respect to any specified Person, the net income (loss) of such
Person, determined in accordance with GAAP and before any reduction in respect
of preferred stock dividends.


“Net Proceeds”
means the aggregate cash proceeds received by OI Group or any of its Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any
cash received upon the sale or other disposition of any non-cash consideration
received in any Asset Sale), net of any bona fide direct costs relating to such
Asset Sale, including, without limitation, reasonable legal, accounting and
investment banking fees, reasonable sales commissions, any reasonable
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, and amounts required to
be applied to the repayment of Indebtedness that is paid with the proceeds of
such Asset Sale and any reasonable reserve for adjustment in respect of the
sale price of such asset or assets established in accordance with GAAP and for
the after-tax cost of any indemnification payments (fixed and contingent)
attributable to sellers’ indemnities to the purchaser.


“Non-Recourse
Debt” means Indebtedness:
(1) as to which neither OI Group nor any of its Restricted Subsidiaries (a)
provides credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness), (b) is directly or indirectly liable as a
guarantor or otherwise, or (c) constitutes the lender; (2) no default with
respect to which (including any rights that the Holders thereof may have to
take enforcement action against an Unrestricted Subsidiary) would permit upon
notice, lapse of time or both any Holder of any other Indebtedness of OI Group
or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (3) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of OI Group
or any of its Restricted Subsidiaries.


“Non-U.S.
Person” means a Person who
is not a U.S. Person.


“Notes” has the meaning set forth in the recitals hereto.



 13
 









 “OBGC” means Owens-Brockway Glass Container Inc., an
indirect, wholly-owned subsidiary of OI Group.


“OBGC
Existing Senior Notes” means OBGC’s 8 7¤8% Senior Secured Notes due 2009, its 7 3¤4% Senior Secured Notes due 2011, its 8 3¤4% Senior Secured Notes due 2012, its 8 1¤4% Senior Notes due 2013 and its 63¤4% Senior Notes due 2014.


“Obligations” means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.


“Officer” means
the Chairman of the Board, the Chief Executive Officer, the President, the
Chief Operating Officer, the Chief Financial Officer, any Executive or Senior
Vice President, any Vice-President, the Treasurer, the Controller, the
Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.


“Officers’ Certificate”
means a certificate signed by two Officers, one of whom must be the Chief
Executive Officer, the President, the Chief Financial Officer, the Treasurer or
the principal accounting officer of the Company.


“Offshore Collateral Documents”
means the Offshore Security Agreements and mortgages (as defined in the Credit
Agreement) securing real property outside of the United States of America.


“Offshore Security Agreements”
has the meaning assigned to such term in the Credit Agreement.


“OI Group” means Owens-Illinois Group, Inc., a Delaware
corporation.


“OI Inc.” means Owens-Illinois, Inc., a Delaware
corporation.


“OI Inc. Ordinary Course Payments”
means dividends or other distributions by, or payments of Intercompany
Indebtedness from, OI Group to OI Inc. necessary to permit OI Inc. to pay any
of the following items which are then due and payable: (i) Permitted OI Inc.
Debt Obligations; (ii) claims of persons for exposure to asbestos-containing
products and expenses related thereto; (iii) consolidated tax liabilities of OI
Inc. and its Subsidiaries; and (iv) general administrative costs and other
on-going expenses of OI Inc. in the ordinary course of business consistent with
past practices.


“OI Inc. Senior Notes means the Indebtedness of OI Inc.
outstanding as of any date pursuant to its $300.0 million aggregate
principal amount of 8.10% Senior Notes due 2007, $250.0 million aggregate
principal amount of 7.35% Senior Notes due 2008, $250.0 million aggregate
principal amount of 7.50% Senior Debentures due 2010, and $250.0 million
aggregate principal amount of 7.80% Senior Debentures due 2018.


“Opinion of
Counsel” means a
written opinion from legal counsel who is reasonably acceptable to the
Trustee.  The counsel may be an employee
of or counsel to the Company or the Trustee.



 14
 









“Participant” means,
with respect to a Depositary a Person who has an account with such Depositary.


“Paying Agent” means
the Principal Paying Agent and the Luxembourg Paying Agent, if any, and any
other Person (including the Company acting as Paying Agent) authorized by the
Company to pay the principal of (and premium, if any) or interest on any Notes
on behalf of the Company.


“Permitted Business”
means any business conducted or proposed to be conducted (as described in the
offering memorandum) by OI Group and its Restricted Subsidiaries on the Issue
Date and other businesses reasonably related or ancillary thereto.


“Permitted Investments”
means: (1) any Investment in the Company, OI Group or in a Restricted
Subsidiary of OI Group; (2) any Investment in cash or Cash Equivalents and,
with respect to Foreign Subsidiaries, short term Investments similar to Cash
Equivalents customarily used in the countries in which such Foreign
Subsidiaries are located; (3) any Investment by OI Group or any Restricted
Subsidiary of OI Group in a Person, if as a result of such Investment: (a) such
Person becomes a Restricted Subsidiary of OI Group; or (b) such Person is
merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, OI Group or a
Restricted Subsidiary of OI Group; (4) any Investment made as a result of the
receipt of non-cash consideration from an Asset Sale that was made pursuant to
and in compliance with Section 4.11; (5) any acquisition of assets solely in
exchange for the issuance of Equity Interests (other than Disqualified Stock)
of OI Inc., the Company or OI Group; (6) Hedging Obligations; (7) advances to
employees, officers and directors not in excess of $2.0 million outstanding at
any one time, in the aggregate; (8) obligations of employees, officers and
directors, not in excess of $2.0 million outstanding at any one time, in the
aggregate, in connection with such employees’, officers’ or directors’
acquisition of shares of OI Inc. common stock, so long as no cash is actually
advanced to such employees, officers or directors in connection with the
acquisition of any such shares; (9) any Investment existing on the Issue Date;
and (10) other Investments in any Person having an aggregate Fair Market Value
(measured on the date each such Investment was made and without giving effect
to subsequent changes in value), when taken together with all other such
Investments outstanding at any such time, not to exceed $150.0 million.


“Permitted Liens”  means: (1) Liens arising under the Collateral
Documents other than Liens securing the OI Inc. Senior Notes on the Issue Date;
(2) Liens incurred after the Issue Date on the assets (including shares of
Capital Stock and Indebtedness) of OI Group or any Restricted Subsidiary of OI
Group; provided, however, that
the aggregate amount of Indebtedness and other obligations at any time
outstanding secured by such Liens pursuant to clause (1) above and this clause
(2) shall not exceed the sum of $5.5 billion plus 50% of Tangible Assets
acquired by the Company or any Guarantor or that are owned by any Restricted
Subsidiary that becomes a Guarantor after January 24, 2002; (3) Liens in favor
of OI Group or any Restricted Subsidiary of OI Group; (4) Liens on property or
shares of capital stock of a Person existing at the time such Person is merged
with or into or consolidated with OI Group or any Restricted Subsidiary of OI
Group; provided that such Liens
were not incurred in connection with or in contemplation of such merger or
consolidation and do not extend to any assets other than those of the Person
merged into or consolidated with OI Group or the Restricted Subsidiary; 



 15
 









(5) Liens on property or
shares of capital stock existing at the time of acquisition thereof by OI Group
or any Restricted Subsidiary of OI Group, provided
that such Liens were not incurred in connection with or in contemplation of
such acquisition and do not extend to any property other than the property so
acquired by OI Group or the Restricted Subsidiary; (6) Liens on property or
shares of capital stock of any Foreign Subsidiary, including shares of capital
stock of any Foreign Subsidiary owned by a Domestic Subsidiary, to secure
Indebtedness of a Foreign Subsidiary permitted to be incurred under this
Indenture other than Indebtedness incurred by the Company pursuant to clauses
(6), (7) (only insofar as such clause applies to clauses (6) and (7) of
Permitted Debt and clause (2) of Permitted Debt if the Indebtedness being
refinanced is unsecured), 11(i) and (13) of Permitted Debt or the first
paragraph of Section 4.13; (7) Liens (including extensions and renewals
thereof) upon real or personal (whether tangible or intangible) property
acquired after the Issue Date, provided
that: (a) such Lien is created solely for the purpose of securing Indebtedness
incurred to finance all or any part of the purchase price or cost of
construction or improvement of property, plant or equipment subject thereto and
such Lien is created prior to, at the time of or within 12 months after the
later of the acquisition, the completion of construction or the commencement of
full operation of such property, plant or equipment or to refinance any such
Indebtedness previously so secured; (b) the principal amount of the
Indebtedness secured by such Lien does not exceed 100% of such cost; and (c)
any such Lien shall not extend to or cover any property or assets other than
such item of property or assets and any improvements on such item; (8) Liens to
secure any Capital Lease Obligation or operating lease; (9) Liens encumbering
customary initial deposits and margin deposits; (10) Liens securing
Indebtedness under Hedging Obligations; (11) Liens arising out of conditional
sale, title retention, consignment or similar arrangements for the sale of
goods entered into by OI Group or any of its Restricted Subsidiaries in the
ordinary course of business of OI Group and its Restricted Subsidiaries; (12)
Liens on or sales of receivables and customary cash reserves established in
connection therewith; (13) Liens securing OI Group’s or any of its Restricted
Subsidiaries’ obligations in respect of bankers’ acceptances issued or created
to facilitate the purchase, shipment or storage of inventory or other goods;
and (14) Liens for taxes, assessments or governmental charges or claims that
are not yet delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded, provided that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor.


“Permitted OI Inc. Debt Obligations”
means Obligations with respect to the OI Inc. Senior Notes, and any
refinancings thereof and the Existing IRBs and up to an additional $50.0
million of IRB financing.


“Permitted Refinancing Indebtedness”
means any Indebtedness of OI Group or any of its Restricted Subsidiaries issued
in exchange for, or the net proceeds of which are used to extend, refinance,
renew, replace, defease or refund such other Indebtedness of OI Group or any of
its Restricted Subsidiaries (other than Intercompany Indebtedness); provided that: (1) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed for more than 60 days the principal or commitment amount (or
accreted value, if applicable) of the Indebtedness so extended, refinanced,
renewed, replaced, defeased or refunded (plus all accrued interest thereon and
the amount of any premiums necessary to accomplish such refinancing and such
expenses incurred in connection therewith); (2) such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and has a Weighted 



 16
 









Average Life to Maturity
equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; and (3) if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the
Notes, such Permitted Refinancing Indebtedness has a final maturity date later
than the final maturity date of, and is subordinated in right of payment to,
the Notes on terms at least as favorable to the Holders of Notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded.


“Person” means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated
organization, limited liability company or government or other entity.


“Pledge Agreement”  means
the Second Amended and Restated Pledge Agreement, dated as of June 14, 2006, by
and among OI Group, OI Packaging, and Deutsche Bank Trust Company Americas, as
Collateral Agent, as amended, amended and restated or otherwise modified from
time to time.


“Principal” of a
Note means the principal amount due on the Maturity of the Note plus the
premium, if any, on the Note.


“Principal
Paying Agent” means Deutsche Bank
AG, acting through its London Branch, or any other Person (including the
Company acting as Principal Paying Agent) authorized by the Company to pay the
principal of (and premium, if any) or interest on any Notes on behalf of the
Company.


 “Private Placement Legend” means
the legend set forth in Section 2.06(g)(i) to be placed on all Notes issued
under this Indenture except where otherwise permitted by the provisions of this
Indenture.


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.


“Rating Agency”
means any of: (1) S&P; (2) Moody’s; or (3) if S&P or Moody’s or both
shall not make a rating of the Notes publicly available, a security rating
agency or agencies, as the case may be, nationally recognized in the United
States, selected by the Company, which shall be substituted for S&P or
Moody’s or both, as the case may be, and, in each case, any successors thereto.


“Register” has the
meaning specified in Section 2.03 of this Indenture.


“Registrar” has
the meaning specified in Section 2.03 of this Indenture and shall also include
any Luxembourg Paying Agent.


 “Regulation
S” means Regulation S promulgated under the Securities Act.


“Regulation S
Global Security” means a Regulation S Temporary Global
Security or Regulation S Permanent Global Security, as appropriate.



 17
 









“Regulation S
Permanent Global Security” means a permanent Global Security
bearing the Global Security Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of a Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
of the applicable Regulation S Temporary Global Security upon expiration
of the Restricted Period.


“Regulation S Temporary Global
Security” means a temporary Global Security substantially in
the form of Exhibit D-2 bearing the Global Security Legend, the Private
Placement Legend and the Regulation S Temporary Global Security Legend and
deposited with or on behalf of and registered in the name of a Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
of the Notes initially sold in reliance on Rule 903 of Regulation S.


“Regulation S Temporary Global
Security Legend” means the legend set forth in Section
2.06(g)(iii) to be placed on all Regulation S Temporary Global Securities
issued under this Indenture except where otherwise permitted by the provisions
of this Indenture.


“Restricted Definitive Security” means
a Definitive Security bearing the Private Placement Legend.


“Restricted Global Security” means
a Global Security bearing the Private Placement Legend.


“Restricted Investment”
means an Investment other than a Permitted Investment.


“Restricted Period”
means, with respect to the Notes, the 40-day restricted period as defined in
Regulation S.


“Restricted Subsidiary” of a Person means any Subsidiary of
the referent Person that is not an Unrestricted Subsidiary.


“Rule 144” means Rule 144 promulgated under the Securities
Act.


“Rule 144A” means Rule 144A promulgated under the Securities
Act.


“Rule 903” means Rule 903 promulgated under the Securities
Act.


“Rule 904” means Rule 904 promulgated under the Securities
Act.


“S&P” means Standard & Poor’s Ratings Services,
a division of McGraw Hill Inc., a New York corporation, or any successor rating
agency.


“Securities
Act” means the
Securities Act of 1933, as amended from time to time.


“Security Agreement”  means the
Second Amended and Restated Security Agreement, dated as of June 14, 2006,
entered into by and among OI Group, each of the direct and indirect
subsidiaries of OI Group signatory thereto, each additional grantor that may
become a 



 18
 









party
thereto, and Deutsche Bank Trust Company Americas, as Collateral Agent, as
amended, amended and restated, or otherwise modified from time to time.


 “Significant
Subsidiary” means any Restricted Subsidiary of OI Group that would
be a “significant subsidiary” as defined in Article I, Rule 1-02 of
Regulation S-X promulgated pursuant to the Securities Act, as such
Regulation is in effect as of January 24, 2002.


“Stated Maturity” means, with respect to any installment of
interest or Principal on any series of Indebtedness, the date on which such
payment of interest or Principal was scheduled to be paid in the original
documentation governing such Indebtedness, and shall not include any contingent
obligations to repay, redeem or repurchase any such interest or Principal prior
to the date originally scheduled for the payment thereof.


“Subsidiary” means, with respect
to any specified Person: (1) any corporation, association or other business
entity of which more than 50% of the total voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and (2) any partnership (a) the sole general
partner or the managing general partner of which is such Person or a Subsidiary
of such Person or (b) the only general partners of which are such Person
or one or more Subsidiaries of such Person (or any combination thereof).


“Tangible
Assets” means the total
consolidated assets, less goodwill
and intangibles, of OI Group and its Restricted Subsidiaries, as shown on the
most recent balance sheet of OI Group.


“TIA” means the Trust Indenture Act of 1939, as
amended from time to time, and as in effect on the date of execution of this
Indenture; provided, however, that in the event the TIA is
amended after such date, “TIA”
means, to the extent required by such amendment, the Trust Indenture Act, as so
amended.


“Trustee” means Law Debenture Trust Company of New York
until a successor becomes such pursuant to this Indenture and thereafter means
or includes each party who is then a trustee hereunder.


“Trust Officer”
means the Chairman of the Board, the President or any other officer or
assistant officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.


“Unrestricted Definitive Securities” means one or more Definitive Securities
that do not bear and are not required to bear the Private Placement Legend.


“Unrestricted Global Security” means a permanent Global Security that bears
the Global Security Legend and that has the “Schedule of Exchanges of Interests
in the Global Security” attached hereto, and that is deposited with or on
behalf of and registered in the name of a Depositary, representing Notes that
do not and are not required to bear the Private Placement Legend.



 19
 









“Unrestricted Securities” means one or more Unrestricted Global
Securities and/or Unrestricted Definitive Securities.


“Unrestricted Subsidiary” means any Subsidiary of OI Group that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to
a Board Resolution, but only to the extent that such Subsidiary: (1) has no
Indebtedness other than Non-Recourse Debt; (2) is not party to any agreement,
contract, arrangement or understanding with OI Group or any Restricted
Subsidiary of OI Group unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to OI Group or such
Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of OI Group; (3) is a Person with respect to
which neither OI Group nor any of its Restricted Subsidiaries has any direct or
indirect obligation (a) to subscribe for additional Equity Interests or (b) to
maintain or preserve such Person’s financial condition or to cause such Person
to achieve any specified levels of operating results; (4) has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness
of OI Group or any of its Restricted Subsidiaries; and (5) has at least one
director on its Board of Directors that is not a director or executive officer
of OI Group or any of its Restricted Subsidiaries and has at least one
executive officer that is not a director or executive officer of OI Group or
any of its Restricted Subsidiaries.  Any
designation of a Restricted Subsidiary of OI Group as an Unrestricted Subsidiary
shall be evidenced to the Trustee by filing with the Trustee a certified copy
of the Board Resolution giving effect to such designation and an Officers’
Certificate certifying that such designation complied with the preceding
conditions and was permitted by Section 4.12. If, at any time, any Unrestricted
Subsidiary would fail to meet the preceding requirements as an Unrestricted
Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for
purposes of this Indenture and any Indebtedness of such Subsidiary shall be
deemed to be incurred by a Restricted Subsidiary of OI Group as of such date
and, if such Indebtedness is not permitted to be incurred as of such date under
Section 4.13, OI Group shall be in default of such covenant.


“Voting Stock” of any Person as
of any date means the Capital Stock of such Person that is at the time entitled
to vote in the election of the
Board of Directors of such Person.


“Weighted Average Life to
Maturity” means,
when applied to any Indebtedness at any date, the number of years obtained by
dividing: (1) the sum of the products
obtained by multiplying (a) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal,
including payment at final maturity, in respect thereof, by (b) the number
of years (calculated to the nearest one-twelfth) that will elapse between such
date and the making of such payment; by (2) the then outstanding principal
amount of such Indebtedness.


“Wholly Owned Restricted
Subsidiary” of any specified Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors’ qualifying shares) shall at
the time be owned by such Person and/or by one or more Wholly Owned Restricted
Subsidiaries of such Person.



 20















Section
1.02.        Other Definitions.




	
  Term

  	
   

  	
  Defined in Section

  
	
  “Additional Amounts”

  	
   

  	
  3.07

  
	
  “Additional Securities”

  	
   

  	
  2.01

  
	
  “Bankruptcy Law”

  	
   

  	
  6.01

  
	
  “Custodian”

  	
   

  	
  6.01

  
	
  “Directive”

  	
   

  	
  3.07

  
	
  “Event of Default”

  	
   

  	
  6.01

  
	
  “Legal Holiday”

  	
   

  	
  11.07

  
	
  “Obligations”

  	
   

  	
  10.01

  
	
   “Payment
  Default”

  	
   

  	
  6.01

  
	
  “Place of Payment”

  	
   

  	
  2.01

  
	
  “redemption price”

  	
   

  	
  3.03

  
	
  “Taxes”

  	
   

  	
  3.07

  
	
  “Taxing Jurisdiction”

  	
   

  	
  3.07

  






 


Section
1.03.        Incorporation by
Reference of Trust Indenture Act.


Whenever this Indenture refers to a provision of the
TIA, the provision is incorporated by reference in and made a part of this
Indenture. The following TIA terms used in this Indenture have the following
meanings:


“indenture securities”
means the Notes.


“indenture Holder”
means a Holder.


“indenture to be qualified”
means this Indenture.


“indenture trustee”
or “institutional trustee” means
the Trustee.


“obligor” on the
Notes means the Company and any successor obligor on the Notes.


All other terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by
Commission rule under the TIA have the meanings so assigned to them.


Section
1.04.        Rules of Construction.


Unless the context otherwise requires:


(i)                                     a
term has the meaning assigned to it;


(ii)                                  an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;



 21
 









(iii)                               “or”
is not exclusive;


(iv)                              words
in the singular include the plural, and in the plural include the singular; and


(v)                                 provisions
apply to successive events and transactions.


ARTICLE
2.


THE
SECURITIES


Section
2.01.        Unlimited in Amount, Form and
Dating.


The aggregate principal amount of Notes that may be
authenticated and delivered under this Indenture is unlimited.


The Company may issue additional Notes after Notes
have been issued (“Additional Securities”).  The Notes together with any Additional
Securities would be treated as a single class for all purposes under the
Indenture, including without limitation, waivers, amendments, redemptions and
offers to the purchase.


The Principal of and any
interest on the Notes shall be payable at the office or agency of the Company
designated in the form of Note (each such place herein called the “Place of Payment”); provided,
however, that payment of interest may be made at the option of the
Company by check mailed to the address of the Person entitled thereto as such
address shall appear in the Register referred to in Section 2.03.


Global and Definitive Securities.  Notes may be issued as Global Securities or
as Definitive Securities and shall be in substantially the form of Exhibit
D-1 or D-2 attached hereto. 
Each Global Security shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of such outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Security to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06.


Temporary  Global
Securities.  Notes offered and sold
in reliance on Regulation S shall be issued initially in the form of a
Regulation S Temporary Global Security, which shall be deposited on behalf of
the purchasers of the Notes represented thereby with, as applicable, the Trustee, at its Corporate Trust Office, as
custodian for DTC, and registered in the name of DTC or its nominee or the
Common Depositary, and registered in the name of the Common Depositary or its
nominee, for the accounts of designated agents holding on behalf of Euroclear
or Clearstream, duly executed by the Company and authenticated by the Trustee
as hereinafter provided.  The Restricted Period shall terminate upon
the receipt by the Trustee or the Common Depositary, as applicable, of (i) a
written certificate from DTC, together with copies of certificates from
Euroclear and Clearstream certifying that they have received certification 



 22
 









of
non-United States beneficial ownership of 100% of the aggregate principal
amount of such Regulation S Temporary Global Security (except to the extent of
any beneficial owners thereof who acquired an interest therein during the
Restricted Period pursuant to another exemption from registration under the
Securities Act and who will take delivery of a beneficial ownership interest in
a 144A Global Security bearing a Private Placement Legend, all as contemplated
by Section 2.06(a)(ii)), and (ii) an Officers’ Certificate from the Company.
Following the termination of the Restricted Period, beneficial interests in a
Regulation S Temporary Global Security shall be exchanged for beneficial
interests in Regulation S Permanent Global Securities pursuant to the
Applicable Procedures. Simultaneously with the exchange of Regulation S
Permanent Global Securities, the Trustee or the Common Depositary, as
applicable, shall cancel the Regulation S Temporary Global Security. The
aggregate principal amount of the Regulation S Temporary Global Security and the
Regulation S Permanent Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee or the Common
Depositary, as applicable, and the Depositary or its nominee, as the case may
be, in connection with transfers of interest as hereinafter provided.


Euroclear and Clearstream Procedures
Applicable.  The provisions of the “Operating Procedures of the
Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream” and “Customer Handbook” of
Clearstream shall be applicable to transfers of beneficial interests in the
Regulation S Temporary Global Security and the Regulation S Permanent Global
Securities that are held by Participants through Euroclear or Clearstream.


The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage.  Each Note shall be dated the date of its
authentication.


Section
2.02.        Execution and Authentication.


Two Officers shall sign the
Notes for the Company by manual or facsimile signature.


If an Officer whose signature
is on a Note no longer holds that office at the time the Note is authenticated,
the Note shall nevertheless be valid.


A Note shall not be valid
until authenticated by the manual signature of the Trustee.  The signature shall be conclusive evidence
that the Note has been authenticated under this Indenture.


The Trustee shall
authenticate Notes for original issue upon a Company Order.


The Trustee may appoint an
authenticating agent acceptable to the Company to authenticate Notes.  An authenticating agent may authenticate
Notes whenever the Trustee may do so. 
Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. 
An authenticating agent has the same rights as an Agent to deal with the
Company or an Affiliate of the Company.



 23
 









Section
2.03.        Registrar and Paying Agent.


The Company shall maintain (i) in London, England an
office or agency where the Notes may be presented or surrendered for payment
(the “Principal Paying Agent”) and where notices and demands to or upon the
Company in respect of the Notes and this Indenture may be served and (ii) in
Luxembourg, an office or agency where the Notes may be presented or surrendered
for payment (the “Luxembourg Paying Agent”) and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served.  The Company appoints Deutsche Bank AG, acting
through its London Branch as the Principal Paying Agent, until the Company
shall designate and maintain some other office or agency for one or more of
such purposes.  The Company appoints
Deutsche Bank Luxembourg S.A., as the Luxembourg Paying Agent, until the
Company shall designate and maintain some other office or agency for one or
more of such purposes. The Company will give prompt written notice to the
Trustee of any change in the location of any such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at Deutsche Bank AG, acting through its London
Branch, with respect to the Notes, and Deutsche Bank Luxembourg S.A., with
respect to the Notes, and the Company hereby appoints the Deutsche Bank AG,
acting through its London Branch, as its agent to receive all such
presentations, surrenders, notices and demands for the Notes and Deutsche Bank
Luxembourg S.A., as its agents to receive all such presentations, surrenders,
notices and demands for the Notes.


The Company shall cause to be kept (i) at Deutsche
Bank Luxembourg S.A. a register (the register maintained in such office and in
any other office or agency designated pursuant to Section 4.02 being herein
sometimes referred to as the “Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Notes and of transfers of Notes.  The
Register shall be in written form or any other form capable of being converted
into written form within a reasonable time. 
At all reasonable times, the Register shall be open to inspection by the
Trustee and the Paying Agent.  Deutsche
Bank Luxembourg S.A. is hereby initially appointed as note registrar (the “Registrar”)
for the purpose of registering Notes and transfers of Notes as herein provided


If at any time, and for so long as, the Notes are
listed on the official list of the Luxembourg Stock Exchange or such other
securities exchange and the rules of the Luxembourg Stock Exchange or such
other securities exchange so require, the Company shall maintain an office or
agency in Luxembourg (the “Luxembourg Paying Agent”) where Notes may be
presented or surrendered for payment, where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served.  The Luxembourg Paying Agent, if any, shall be
the Paying Agent and Registrar with respect to the Notes in Luxembourg, unless
the Company shall designate and maintain some other office or agency for one or
more of such purposes.  If the Notes are
listed on any securities exchange other than the Luxembourg Stock Exchange, the
Company shall satisfy any requirement of such other securities exchange as to
paying agents and note registrars.  If at
any time and for so long as the Notes are listed on the Luxembourg Stock
Exchange or such other securities exchange, the Company shall publish a notice
of any change of Paying Agent or Registrar in a newspaper having a general
circulation in Luxembourg.



 24
 









The Company may remove any Registrar or Paying Agent
upon written notice to such Registrar or Paying Agent and to the Trustee;
provided, however, that no such removal shall become effective until, if
applicable, acceptance of an appointment by a successor as evidenced by an
appropriate agreement is entered into by the Company and such successor
Registrar or Paying Agent, as the case may be, and delivered to the
Trustee.  A Registrar or Paying Agent may
resign at any time upon written notice to the Company and the Trustee.


The Company will use its best efforts to maintain a
Paying Agent in a member state of the European Union that will not be obliged
to withhold or deduct tax pursuant to any law implementing or complying with or
introduced in order to conform to any European Council Directive on the
taxation of savings implementing the conclusions of the ECOFIN Council meeting
of 26-27 November 2000.


Section
2.04.        Paying Agent to Hold Money in
Trust.


Whenever the Company has one
or more Paying Agents it shall, prior to each due date of the Principal of or
interest on, any Notes, deposit with a Paying Agent a sum sufficient to pay the
Principal or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such Principal or interest, and (unless such
Paying Agent is the Trustee) the Company shall promptly notify the Trustee of
its action or failure so to act.


Each Paying Agent party to
this Indenture hereby agrees that such Paying Agent shall hold in trust for the
benefit of the Holders of the Notes, or the Trustee, all money held by such
Paying Agent for the payment of Principal or interest on the Notes, and that
such Paying Agent shall notify the Trustee of any Default by the Company or any
other obligor of the Notes in making any such payment and at any time during
the continuance of any such Default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying
Agent.  If the Company or an Affiliate
acts as Paying Agent, it shall segregate and hold in a separate trust fund for
the benefit of the Holders of the Notes all money held by it as Paying
Agent.  The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee.  Upon so doing, the Paying Agent (if other
than the Company or an Affiliate of the Company) shall have no further
liability for such money.  Upon any
bankruptcy or reorganization proceedings relating to the Company, the Trustee
shall serve as Paying Agent for the Notes.


Section
2.05.        Holder Lists.


The Trustee or the Registrar
shall preserve in as current a form as is reasonably practicable the most
recent list available to it of the names and addresses of Holders and shall
otherwise comply with TIA Section 312(a). 
If the Trustee is not the Registrar, the Company shall furnish to the
Trustee at least seven Business Days before each interest payment date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and
addresses of Holders relating to such interest payment date or request, as the
case may be.



 25
 









 


Section
2.06.        Transfer and Exchange.


(a)   Transfer and Exchange of Global Securities.
A Global Security may not be transferred as a whole except by a Depositary to a
nominee of such Depositary, by a nominee of such Depositary to a Depositary or
to another nominee of a Depositary, or by a Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. Global
Securities will not be exchanged by the Company for Definitive Securities
unless (i) the Company delivers to the Trustee notice from a Depositary
that it is unwilling or unable to continue to act as a Depositary or that it is
no longer a clearing agency registered under the Exchange Act and, in either
case, a successor Depositary is not appointed by the Company within 120 days
after the date of such notice from such Depositary; (ii) the Company in its
sole discretion determines that the Global Securities (in whole but not in
part) should be exchanged for Definitive Securities and delivers a written
notice to such effect to the Trustee (provided that
in no event shall a Regulation S Temporary Global Security be exchanged by the
Company for Definitive Securities prior to (x) the expiration of the Restricted
Period and (y) the receipt by the Registrar of any certificates required
pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii) an Event
of Default shall have occurred and be continuing with respect to the Notes and
the Trustee has received a request from a Depositary or any Holder to issue
Definitive Securities. Upon the occurrence of any of the preceding events in
(i), (ii) or (iii) above, Definitive Securities shall be issued in such names
as such Depositary shall instruct the Trustee. Global Securities also may be
exchanged or replaced, in whole or in part, as provided
in Sections 2.07 and 2.09. Every Note authenticated and delivered in exchange
for, or in lieu of, a Global Security or any portion thereof, pursuant to this
Section 2.06 or Sections 2.07 or 2.09, shall be authenticated and delivered in
the form of, and shall be, a Global Security. A Global Security may not be
exchanged for another Note other than as provided in
this Section 2.06(a), however, beneficial interests in a Global Security may be
transferred and exchanged as provided
in Section 2.06(b), (c) or (f).


(b)   Transfer and Exchange of Beneficial Interests in Global Securities.
The transfer and exchange of beneficial interests in the Global Securities
shall be effected through the applicable Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Securities shall be subject to restrictions
on transfer comparable to those set forth herein to the extent required by the
Securities Act. Transfers of beneficial interests in the Global Securities also
shall require compliance with either subparagraph (i) or (ii) below, as
applicable, as well as one or more of the other following subparagraphs, as
applicable:


(i)            Transfer of Beneficial
Interests in the Same Global Security. Beneficial interests in any Restricted Global Security
may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Restricted Global Security in accordance with
the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the
Restricted Period, transfers of beneficial interests in the Temporary
Regulation S Global Security may not be made to a U.S. Person or for the
account or benefit of a U.S. Person (other than an initial purchaser). Beneficial
interests in any Unrestricted Global Security may be transferred to Persons who
take delivery thereof in the form of a beneficial interest in an Unrestricted 



 26
 









Global
Security. No written orders or instructions shall be required to be delivered
to the Registrar to effect the transfers described in this Section 2.06(b)(i).


(ii)           All Other Transfers and
Exchanges of Beneficial Interests in Global Securities. In
connection with all transfers and exchanges of beneficial interests in any
Global Security that is not subject to Section 2.06(b)(i) above, the transferor
of such beneficial interest must deliver to the Registrar (1) a written order
from a Participant or an Indirect Participant given to the applicable
Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in another
Global Security in an amount equal to the beneficial interest to be transferred
or exchanged and (2) instructions given in accordance with the Applicable
Procedures containing information regarding the Participant account to be
credited with such increase.  Upon
consummation of an Exchange Offer for a series of Global Securities in
accordance with Section 2.06(f), the requirements of this Section 2.06(b)(ii)
shall be deemed to have been satisfied upon receipt by the Registrar of the
instructions contained in the Letter of Transmittal delivered by the holder of
such beneficial interests in the Restricted Global Securities.  Upon satisfaction of all of the requirements
for transfer or exchange of beneficial interests in Global Securities contained
in this Indenture and the Notes or otherwise applicable under the Securities
Act, the Trustee shall adjust the Principal amount of the relevant Global
Security(s) pursuant to Section 2.06(h).


(iii)          Transfer of Beneficial
Interests to Another Restricted Global Security. A beneficial
interest in any Restricted Global Security may be transferred to a Person who
takes delivery thereof in the form of a beneficial interest in another
Restricted Global Security if the transfer complies with the requirements of
Section 2.06(b)(ii) above and the Registrar receives the following:


(A)  if the transferee will take delivery in the
form of a beneficial interest in a 144A Global Security, then the transferor
must deliver a certificate in the form of Exhibit A hereto, including the
certifications in item (1) thereof; and


(B)   if the transferee will take delivery in the
form of a beneficial interest in a Regulation S Temporary Global Security
or a Regulation S Global Security, then the transferor must deliver a
certificate in the form of Exhibit A hereto, including the certifications in
item (2) thereof.


If any such transfer is effected pursuant to
subparagraph (B) above at a time when an Unrestricted Global Security has not
yet been issued, the Company shall issue and, upon receipt of a Company Order
in accordance with Section 2.02, the Trustee shall authenticate one or more
Unrestricted Global Securities in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) above.


Beneficial interests in an Unrestricted Global
Security cannot be exchanged for, or transferred to Persons who take delivery
thereof in the form of, a beneficial interest in a Restricted Global Security.



 27
 









(c)   Transfer and Exchange of Beneficial Interests in Global Securities for
Definitive Securities. A beneficial interest in a Global Security
may not be exchanged for a Definitive Security except under the circumstances
described in Section 2.06(a). A beneficial interest in a Global Security may
not be transferred to a Person who takes delivery thereof in the form of a
Definitive Security except under the circumstances described in Section 2.06(a).


(d)   Transfer and Exchange of Definitive Securities for Beneficial Interests
in Global Securities.


(i)            Restricted Definitive
Securities to Beneficial Interests in Restricted Global Securities.  If any Holder of a Restricted Definitive
Security proposes to exchange such Restricted Definitive Security for a
beneficial interest in a Restricted Global Security or to transfer such
Restricted Definitive Securities to a Person who takes delivery thereof in the
form of a beneficial interest in a Restricted Global Security, then, upon
receipt by the Registrar of the following documentation:


(A)  if the Holder of such Restricted Definitive
Security proposes to exchange such Restricted Definitive Security for a
beneficial interest in a Restricted Global Security, a certificate from such
Holder in the form of Exhibit B hereto, including the certifications in item
(2)(a) thereof;


(B)   if such Restricted Definitive Security is
being transferred to a QIB in accordance with Rule 144A, a certificate to the
effect set forth in Exhibit A hereto, including the certifications in item (1)
thereof;


(C)   if such Restricted Definitive Security is
being transferred to a Non-U.S. Person in an offshore transaction in accordance
with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit A
hereto, including the certifications in item (2) thereof;


(D)  if such Restricted Definitive Security is
being transferred pursuant to an exemption from the registration requirements
of the Securities Act in accordance with Rule 144, a certificate to the effect
set forth in Exhibit A hereto, including the certifications in item (3)(a)
thereof;


(E)   if such Restricted Definitive Security is
being transferred to the Company or any of its Subsidiaries, a certificate to
the effect set forth in Exhibit A hereto, including the certifications in item
(3)(b) thereof, or


(F)   if such Restricted Definitive Security is
being transferred pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit A hereto,
including the certifications in item (3)(c) thereof,


the Trustee shall cancel the Restricted Definitive
Security, and increase or cause to be increased the aggregate principal amount
of, in the case of clause (A) above, the appropriate Restricted Global
Security, in the case of clause (B) above, the 144A Global Security, and in the
case of clause (C) above, the Regulation S Global Security.



 28
 









Upon satisfaction of the conditions of any of the
subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the
Definitive Securities and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Security.


(ii)           Unrestricted Definitive
Securities to Beneficial Interests in Unrestricted Global Securities.
A Holder of an Unrestricted Definitive Security may exchange such Unrestricted
Definitive Security for a beneficial interest in an Unrestricted Global
Security or transfer such Unrestricted Definitive Securities to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Security at any time. Upon receipt of a request for such an exchange or
transfer, the Trustee shall cancel the applicable Unrestricted Definitive
Security and increase or cause to be increased the aggregate Principal amount
of one of the Unrestricted Global Securities.


(e)   Transfer and Exchange of Definitive Securities for Definitive
Securities. Upon request by a Holder of Definitive Securities and
such Holder’s compliance with the provisions of this Section 2.06(e), the
Registrar shall register the transfer or exchange of Definitive
Securities.  Prior to such registration
of transfer or exchange, the requesting Holder shall present or surrender to
the Registrar the Definitive Securities duly endorsed or accompanied by a
written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by its attorney, duly authorized in writing. In
addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e).


(i)            Restricted Definitive
Securities to Restricted Definitive Securities.  Any Restricted Definitive Security may be
transferred to and registered in the name of Persons who take delivery thereof
in the form of a Restricted Definitive Security if the Registrar receives the
following:


(A)  if the transfer will be made pursuant to Rule
144A, then the transferor must deliver a certificate in the form of Exhibit A
hereto, including the certifications in item (1) thereof,


(B)   if the transfer will be made pursuant to Rule
903 or Rule 904, then the transferor must deliver a certificate in the form of
Exhibit A hereto, including the certifications in item (2) thereof, and


(C)   if the transfer will be made pursuant to any
other exemption from the registration requirements of the Securities Act, then
the transferor must deliver a certificate in the form of Exhibit A hereto,
including the certifications, certificates and Opinion of Counsel required by
item (3)(d) thereof, if applicable.


(ii)           Unrestricted Definitive
Securities to Unrestricted Definitive Securities.  A Holder of Unrestricted Definitive
Securities may transfer such Unrestricted Definitive Securities to a Person who
takes delivery thereof in the form of an Unrestricted Definitive Security. Upon
receipt of a request to register such a transfer, the Registrar shall register 



 29
 









the
Unrestricted Definitive Securities pursuant to the instructions from the Holder
thereof.


(f)    Legends. The following legends shall appear on the face of
all Global Securities and Definitive Securities issued under this Indenture
unless specifically stated otherwise in the applicable provisions of this
Indenture.


(i)            Private Placement Legend.


(1)   Except
as permitted by subparagraph (B) below, each Global Security and each
Definitive Security (and all Notes issued in exchange therefor or substitution
thereof) shall bear the legend in substantially the following form:


“THIS NOTE AND
THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.
NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES
ENDORSED HEREON, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH NOTE, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED
HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON)
(THE “RESALE RESTRICTION TERMINATION DATE”), ONLY (A) TO THE COMPANY, OI
GROUP OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND THE
GUARANTEES ENDORSED THEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE
(D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE
(E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION 



 30
 









SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING
CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS
NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.


BY ACCEPTANCE
OF THIS NOTE, EACH PURCHASER AND SUBSEQUENT TRANSFEREE OF A NOTE WILL BE DEEMED
TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) NO PORTION OF THE ASSETS USED
BY SUCH PURCHASER OR TRANSFEREE TO ACQUIRE AND HOLD THE NOTE CONSTITUTES ASSETS
OF ANY EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY PLAN, INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER ARRANGEMENTS SUBJECT TO SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY
FEDERAL, STATE, LOCAL, NON-UNITED STATES OR OTHER LAWS OR REGULATIONS THAT ARE
SIMILAR TO THE PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”),
OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS”
OF SUCH PLAN, ACCOUNT AND ARRANGEMENT (EACH A “PLAN”) OR (B) THE ACQUISITION
AND HOLDING OF THE NOTE WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR ANY SIMILAR VIOLATION
UNDER ANY APPLICABLE SIMILAR LAWS.”


(2)           Notwithstanding the
foregoing, any Global Security or Definitive Security issued pursuant to
subparagraph, (d)(ii) or (e)(ii), of this Section 2.06 or any Global Security
or Definitive Security initially issued by the Company pursuant to an effective
registration statement under the Securities Act (and all Notes issued in
exchange therefor or substitution thereof) shall not bear the Private Placement
Legend.


(ii)           Global
Security Legend.  Each Global Security shall bear a
legend in substantially the following form:


“THIS NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS NOTE MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS NOTE
MAY BE DELIVERED TO THE TRUSTEE OR ITS AGENT FOR CANCELLATION PURSUANT TO
SECTION 2.10 OF THE INDENTURE AND (IV) THIS NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.


UNLESS THIS CERTIFICATE IS PRESENTED, BY AN AUTHORIZED REPRESENTATIVE
OF [THE DEPOSITORY TRUST COMPANY][THE COMMON DEPOSITORY], TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, 



 31
 









EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME [OF CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY]
[AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY] (AND
ANY PAYMENT HEREON IS MADE TO [CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY][SUCH
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON
DEPOSITORY]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, [CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY][ SUCH ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE COMMON DEPOSITORY], HAS AN INTEREST HEREIN.


TRANSFERS OF
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
[THE DEPOSITORY TRUST COMPANY, NOMINEES OF THE DEPOSITORY TRUST COMPANY][THE
COMMON DEPOSITORY, NOMINEES OF THE COMMON DEPOSITORY] OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE INDENTURE.”


(iii)          Regulation
S Temporary Global Security Legend.  The Regulation S Temporary Global
Security shall bear a legend in substantially the following form:


“THE RIGHTS ATTACHING TO THIS
REGULATION S TEMPORARY GLOBAL SECURITY, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR CERTIFICATED SECURITIES, ARE AS SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF
THIS REGULATION S TEMPORARY GLOBAL SECURITY SHALL BE ENTITLED TO RECEIVE
PAYMENT OF INTEREST HEREON.”


(g)   Cancellation and/or Adjustment of Global
Securities. At such time as
all beneficial interests in a particular Global Security have been exchanged
for Definitive Securities or a particular Global Security has been redeemed,
repurchased or canceled in whole and not in part, each such Global Security
shall be returned to or retained and canceled by the Trustee in accordance with
Section 2.10. At any time prior to such cancellation, if any beneficial
interest in a Global Security is exchanged for or transferred to a Person who
will take delivery thereof in the form of a beneficial interest in another
Global Security or for Definitive Securities, the principal amount of Notes
represented by such Global Security shall be reduced accordingly and an
endorsement shall be made on such Global Security by the Trustee or by the
applicable Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Security, such other Global Security shall be increased
accordingly and an endorsement shall be made on such Global Security by the
Trustee or by the applicable Depositary at the direction of the Trustee to
reflect such increase.



 32















(h)   General Provisions Relating to Transfers and Exchanges.


(i)            Where Notes are presented to the Registrar or
a co-Registrar with a request to register a transfer or to exchange them for an
equal principal amount of Notes of other authorized denominations, the
Registrar shall register the transfer or make the exchange if its requirements
for such transactions are met.  To permit
registrations of transfers and exchanges, the Company shall issue and the
Trustee shall authenticate Global Securities and Definitive Securities at the
Registrar’s request.


(ii)           No service charge shall be made for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.09, 3.06 or
9.04).


(iii)          All Global Securities and Definitive
Securities issued upon any registration of transfer or exchange of Global
Securities or Definitive Securities shall be the valid obligations of the
Company, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Global Securities or Definitive Securities surrendered upon
such registration of transfer or exchange.


(iv)          The Company and the Registrar shall
not be required (A) to issue, to register the transfer of or to exchange any
Notes during a period beginning at the opening of business 15 days before the
day of any selection of Notes for redemption under Section 3.02 and ending at
the close of business on the day of selection, (B) to register the transfer of
or to exchange any Note so selected for redemption in whole or in part, except
the unredeemed portion of any Note being redeemed in part or (c) to register
the transfer of or to exchange a Note between a record date and the next
succeeding Interest Payment Date.


(v)           Prior to due presentment for the
registration of a transfer of any Note, the Trustee, any Agent and the Company
may deem and treat the Person in whose name any Note is registered as the
absolute owner of such Note for the purpose of receiving payment of Principal
of and interest on such Notes and for all other purposes, and none of the
Trustee, any Agent or the Company shall be affected by notice to the contrary.


(vi)          The Trustee shall authenticate Global
Securities and Definitive Securities in accordance with the provisions of
Section 2.02.


(vii)         All certifications, certificates and
Opinions of Counsel required to be submitted to the Registrar pursuant to this
Section 2.06 to effect a registration of transfer or exchange may be submitted
by facsimile.


(viii)        Each Holder of a Note agrees to
indemnify the Company, the Trustee and any Agent against any liability that may
result from the transfer, exchange or assignment of such Holder’s Note in
violation of any provision of this Indenture and/or applicable United States
federal or state securities law.



 33
 









The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Note (including any transfers between or
among Depositary Participants or beneficial owners of interests in any Global
Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.


Section
2.07.        Replacement Notes.


If a mutilated Note is
surrendered to the Trustee or if the Holder of a Note claims that the Note has
been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Note if the Company’s and the Trustee’s
requirements are met. The Trustee or the Company may require an indemnity bond
to be furnished which is sufficient in the judgment of both to protect the
Company, the Trustee, and any Agent from any loss which any of them may suffer
if a Note is replaced. The Company may charge such Holder for its expenses in
replacing a Note.


Every replacement Note is an
obligation of the Company and shall be entitled to all the benefit of this
Indenture equally and proportionately with any and all other Notes.


Section
2.08.        Outstanding Notes.


The Notes outstanding at any
time are all the Notes authenticated by the Trustee, except for those cancelled
by it, those delivered to it for cancellation, and those described in this
Section 2.08 as not outstanding.  Except
as set forth in the final paragraph of this Section 2.08, a Note does not cease
to be outstanding because the Company or an Affiliate of the Company holds the
Note.


If a Note is replaced
pursuant to Section 2.07, it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Note is held by a bona fide
purchaser.


If Notes are considered paid
under Section 4.01, they cease to be outstanding and interest on them ceases to
accrue.


In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by the Company, or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company,
shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes as to which a Trust Officer of the
Trustee has actual knowledge are so owned shall be so disregarded.  Notes owned by the Company, or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall not be deemed to be outstanding for
purposes of Section 3.07.



 34
 









Section
2.09.        Temporary Notes.


Until definitive Notes are
ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Notes upon a written order of the Company signed by two Officers of
the Company.  Temporary Notes shall be
substantially in the form of definitive Notes but may have variations that the
Company considers appropriate for temporary Notes.  Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate definitive Notes in exchange for
temporary Notes.


Holders of temporary Notes
shall be entitled to all of the benefits of this Indenture.


Section
2.10.        Cancellation.


The Company at any time may
deliver Notes to the Trustee for cancellation. 
The Registrar and any Paying Agent shall forward to the Trustee or its
agent any Notes surrendered to them for registration of transfer, exchange or
payment.  The Trustee shall cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and the Trustee shall destroy cancelled Notes and provide a
certificate of destruction to the Company. 
The Company may not issue new Notes to replace Notes that it has paid or
that have been delivered to the Trustee for cancellation.


Section
2.11.        Defaulted Interest.


If the Company fails to make
a payment of interest on the Notes, it shall pay such defaulted interest plus
(to the extent lawful) any interest payable on the defaulted interest, in any
lawful manner. It may elect to pay such defaulted interest, plus any such
interest payable on it, to the Persons who are Holders of such Notes on which
the interest is due on a subsequent special record date, which special record
date shall be fixed in the following manner. 
The Company shall notify the Trustee in writing of the amount of
defaulted interest proposed to be paid on each Note and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money in the currency or currency unit in which the Notes
are payable, equal to the aggregate amount proposed to be paid in respect of
such defaulted interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
defaulted interest.  Thereupon the
Company shall fix a special record date for the payment of such defaulted
interest which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment.  The
Company shall cause notice of the proposed payment of such defaulted interest
and the special record date therefor to be mailed, first-class postage prepaid,
to each Holder of Notes at the address as it appears in the Register referred
to in Section 2.03, not less than 10 days prior to such special record
date.  Notice of the proposed payment of
such defaulted interest and the special record date therefor having been so
mailed, defaulted interest shall be paid to the Persons in whose names the
Notes are registered at the close of business on such special record date.



 35
 









Section
2.12.        Special Record Dates.


(a)   The
Company may, but shall not be obligated to, set a record date for the purpose
of determining the identity of Holders entitled to consent to any supplement,
amendment or waiver permitted by this Indenture.  If a record date is fixed, the Holders of
Notes outstanding on such record date, and no other Holders, shall be entitled
to consent to such supplement, amendment or waiver or revoke any consent
previously given, whether or not such Holders remain Holders after such record
date.  No consent shall be valid or
effective for more than 90 days after such record date unless consents from
Holders of the principal amount of Notes required hereunder for such amendment
or waiver to be effective shall have also been given and not revoked within
such 90-day period.


(b)   The
Company may, but shall not be obligated to, fix any day as a record date for
the purpose of determining the Holders of Notes entitled to join in the giving
or making of any notice of Default, any declaration of acceleration, any
request to institute proceedings or any other similar direction.  If a record date is fixed, the Holders of
Notes outstanding on such record date, and no other Holders, shall be entitled
to join in such notice, declaration, request or direction, whether or not such
Holders remain Holders after such record date; provided,
however, that no such action shall be effective hereunder unless
taken on or prior to the date 90 days after such record date.


(c)   The
Company, in the event of defaulted interest, shall set a special record date in
accordance with Section 2.11.


Section
2.13.        CUSIP, Common Code and ISIN
Numbers.


The Company in issuing Notes may use “CUSIP”, “Common
Code” or “ISIN” numbers or both numbers, and, if so used, the Trustee shall use
such “CUSIP”, “Common Code” or “ISIN” numbers or both numbers in notices as a
convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on such Notes or as contained in
any notice and that reliance may be placed only on the other identification
numbers printed on such Notes, and any such action relating to such notice
shall not be affected by any defect in or omission of such numbers in such
notice.  The Company shall promptly
notify the Trustee of any change in the “CUSIP”, “Common Code” or “ISIN” numbers.


Section
2.14.        Denominations


The Notes shall be issuable only in registered form
without coupons and only in denominations of €50,000 or an integral multiple of
€1,000 above such minimum denomination amount.



 36
 









ARTICLE
3.


REDEMPTION


Section
3.01.        Notices to Trustee.


If the Company elects to redeem Notes pursuant to
Section 3.07 hereof or any change of control provisions hereof, it shall notify
the Trustee of the redemption date and the principal amount of Notes to be
redeemed.


The Company shall give the notice provided for in this
Section at least 15 days before the redemption date (unless a shorter notice
period shall be satisfactory to the Trustee), which notice shall specify the
provisions of such Notes pursuant to which the Company elects to redeem such
Notes.


Section
3.02.        Selection of Notes to Be
Redeemed.


If less than all of the
outstanding Notes are to be redeemed at any time, the Trustee shall select
Notes for redemption as follows:


(1)           if the Notes are listed, in
compliance with the requirements of the principal securities exchange on which
the Notes are listed (as certified to the Trustee by the Company); or


(2)           if the Notes are not so listed, on a
pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate.


Notes and portions thereof that the Trustee selects
shall be in amounts of more than €1,000. Provisions of this Indenture that
apply to Notes called for redemption also apply to portions of Notes called for
redemption.  The Trustee shall notify the
Company promptly in writing of the Notes or portions of Notes to be called for
redemption.


Section
3.03.        Notice of Redemption.


At least 10 days but not more than 60 days before a
redemption date, the Company shall mail a notice of redemption to each Holder
whose Notes are to be redeemed at the address of such Holder as it appears in
the Register referred to in Section 2.03. 
Notices of redemption shall not be conditional.


If any Note is to be redeemed in
part only, the notice of redemption that relates to that Note shall state the
portion of the principal amount thereof to be redeemed. A new Note in principal
amount equal to the unredeemed portion of the original Note shall be issued in
the name of the Holder thereof upon cancellation of the original Note.


The notice shall identify the Notes to be redeemed and
shall state:


(1)           the redemption date;



 37
 









(2)           the redemption price fixed in
accordance with the terms of the Notes to be redeemed, plus accrued interest,
if any, to the date fixed for redemption (the “redemption price”);


(3)           if any Note is being redeemed in
part, the portion of the principal amount of such Note to be redeemed and that,
after the redemption date, upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion shall be issued;


(4)           the name and address of the Paying
Agent;


(5)           that Notes called for redemption must
be surrendered to the Paying Agent to collect the redemption price;


(6)           that, unless the Company defaults in
payment of the redemption price, interest on Notes called for redemption ceases
to accrue on and after the redemption date; and


(7)           the CUSIP number, Common Code number
or ISIN number, if any, of the Notes to be redeemed.


At the Company’s request, the Trustee shall give the
notice of redemption in the Company’s name and at its expense.  The notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not
the Holder receives such notice.  In any
case, failure to give such notice by mail or any defect in the notice of the
Holder of any Note shall not affect the validity of the proceeding for the
redemption of any other Note.


Section
3.04.        Effect of Notice of
Redemption.


Once notice of redemption is mailed in accordance with
Section 3.03, Notes called for redemption become due on the date fixed for
redemption.  Upon surrender to the Paying
Agent, such Notes shall be paid at the redemption price.  On and after the redemption date, interest
ceases to accrue on the Notes or portions of them called for redemption.


Section
3.05.        Deposit of Redemption Price.


On or before 10:00 a.m. London time with respect to
the Notes on the redemption date, the Company shall deposit with the applicable
Paying Agent (or, if the Company or any Affiliate is such Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of
all Notes called for redemption on that date other than Notes that have
previously been delivered by the Company to the Trustee for cancellation.  Subject to actual receipt of such funds as
provided by this Section 3.05 by the applicable Paying Agent, such Paying Agent
shall make payments in accordance with the provisions of this Indenture.  The applicable Paying Agent shall return to
the Company any money not required for that purpose.



 38
 









Section
3.06.        Notes Redeemed in Part.


Upon surrender of a Note that is redeemed in part, the
Company shall issue and the Trustee shall authenticate for the Holder at the
expense of the Company a new Note equal in principal amount to the unredeemed
portion of the Note surrendered.


Section
3.07.        Additional Amounts


All payments made by the Company under or with respect
to a Note or by a Guarantor under or with respect to a Guarantee will be made
free and clear of and without withholding or deduction for or on account of any
present or future tax, duty, levy, impost, assessment or other governmental
charge (including penalties, interest and other liabilities related thereto)
(hereinafter, “Taxes”) imposed or
levied by or on behalf of the government of The Netherlands or any other
jurisdiction in which the Company or any Guarantor is organized or is a
resident for tax purposes or within or through which payment is made or any
political subdivision or taxing authority or agency thereof or therein (any of
the aforementioned being a “Taxing
Jurisdiction”), unless the Company or such Guarantor is required to
withhold or deduct any such Taxes by law or by the interpretation or
administration thereof.


If the Company or any Guarantor is so required to
withhold or deduct any amount for or on account of Taxes from any payment made
under or with respect to a Note or a Guarantee of such Guarantor, the Company
or such Guarantor, as applicable, will pay such additional amounts (“Additional Amounts”) as may be necessary
so that the net amount received by the Holder of such Note (including
Additional Amounts) after such withholding or deduction of such Taxes will not
be less than the amount such Holder would have received if such Taxes had not
been required to be withheld or deducted; provided,
however, that notwithstanding the
foregoing, Additional Amounts will not be paid with respect to:


(1)           any
Taxes that would not have been so
imposed, deducted or withheld but for the existence of any present or former
connection between the Holder or beneficial owner of a Note (or between a
fiduciary, settlor, beneficiary, member or shareholder of, or possessor of
power over, the Holder or beneficial owner of such Note, if the Holder or
beneficial owner is an estate, nominee, trust, partnership or corporation) and
the relevant Taxing Jurisdiction (other than the mere receipt of such payment
or the ownership or holding of or the execution, delivery, registration or
enforcement of such Note);


(2)           subject
to the last paragraph of this section, any estate, inheritance, gift, sales,
excise, transfer or personal property tax or similar tax, assessment or
governmental charge;


(3)           any
Taxes payable otherwise than by
deduction or withholding from payments under or with respect to such Note or
Guarantee;


(4)           any
Taxes that would not have been so
imposed, deducted or withheld if the Holder or beneficial owner of the Note or
beneficial



 39
 









owner of any payment on such Note had (i) made a declaration of
nonresidence, or any other claim or filing for exemption, to which it is
entitled or (ii) complied with any certification, identification, information,
documentation or other reporting requirement concerning the nationality,
residence, identity or connection with the relevant Taxing Jurisdiction of such
Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of nonresidence or other
claim or filing for exemption or such compliance is required by the applicable
law of the Taxing Jurisdiction as a precondition to exemption from, or
reduction in the rate of the imposition, deduction or withholding of, such
Taxes and (y) at least 30 days prior to the first payment date with respect to
which such declaration of non-residence or other claim or filing for exemption
or such compliance is required under the applicable law of the Taxing
Jurisdiction, the relevant Holder at that time has been notified by the
Company, any Guarantor or any other person through whom payment may be made
that a declaration of non-residence or other claim or filing for exemption or
such compliance is required to be  made);


(5)           any
Taxes that would not have been so imposed, deducted or withheld if the
beneficiary of the payment had presented the Note for payment within 30 days
after the date on which such payment or such Note became due and payable or the
date on which payment thereof is duly provided for, whichever is later (except
to the extent that the Holder would have been entitled to Additional Amounts
had the Note been presented on the last day of such 30-day period);


(6)           any
payment under or with respect to a Note to any Holder that is a fiduciary or
partnership or any person other than the sole beneficial owner of such payment
or Note, to the extent that a beneficiary or settlor with respect to such
fiduciary, a member of such a partnership or the beneficial owner of such payment
or Note would not have been entitled to the Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the actual Holder of such
Note;


(7)           any
Taxes imposed on a payment to an individual and required to be made pursuant to
European Council Directive 2003/48/EC (the “Directive”)
or any law implementing or complying with, or introduced in order to conform
to, the Directive;


(8)           any
Note presented for payment by, or on behalf of, a Holder who would have been
able to avoid such Taxes by presenting the relevant note to another Paying
Agent in a Member State of the European Union; or


(9)           any
combination of items (1) through (8) above.



 40
 









The foregoing provisions shall survive for a period no
longer than 60 days following any termination or discharge of the Indenture and
shall apply mutatis mutandis to
any Taxing Jurisdiction with respect to any successor Person to the Company or
a Guarantor.


The Company or the applicable Guarantor will also make
any applicable withholding or deduction and remit the full amount deducted or
withheld to the relevant authority in accordance with applicable law.  The Company or the applicable Guarantor will
furnish to the Trustee, within 30 days after the date the payment of any Taxes
deducted or withheld is due pursuant to applicable law, certified copies of tax
receipts or, if such tax receipts are not reasonably available to the Company
or such Guarantor, such other documentation that provides reasonable evidence
of such payment by the Company or such Guarantor. Copies of such receipts or
other documentation will be made available to the Holders or the Paying Agent,
as applicable, upon request.


At least 15 days prior to each date on which any
payment under or with respect to any Notes is due and payable, unless such
obligation to pay Additional Amounts arises after the 30th day prior to such
date, in which case it shall be promptly delivered thereafter, if the Company
or any Guarantor will be obligated to pay Additional Amounts with respect to
such payment, the Company or such Guarantor will deliver to the Trustee and the
Paying Agent an Officers’ Certificate stating the fact that such Additional
Amounts will be payable and the amounts so payable and will set forth such
other information necessary to enable such Trustee and Paying Agent to pay such
Additional Amounts to Holders of such Notes on the payment date. Each Officers’
Certificate shall be relied upon until receipt of a further Officers’
Certificate addressing such matters.


Whenever in this Indenture there is mentioned, in any
context, the payment of principal, premium, if any, interest or of any other
amount payable under or with respect to any Note, such mention shall be deemed
to include mention of the payment of Additional Amounts to the extent that, in
such context, Additional Amounts are, were or would be payable in respect
thereof.


The Company and the Guarantors will pay any present or
future stamp, court or documentary taxes or any other excise or property taxes,
charges or similar levies that arise in any jurisdiction from the execution,
delivery, enforcement or registration of the Notes, the Indenture or any other
document or instrument in relation thereto, excluding all such taxes, charges
or similar levies imposed by any jurisdiction outside any jurisdiction in which
the Company or any Guarantor or any successor Person is organized or resident
for tax purposes or any jurisdiction in which a Paying Agent is located, other
than those resulting from, or required to be paid in connection with, the enforcement
of the Notes, the Guarantee or any other such document or instrument following
the occurrence of any Event of Default with respect to the Notes.  The Company and the Guarantors agree to
indemnify the Holders of the Notes for any such non-excluded taxes paid by such
Holders.


Section
3.08.        Optional Redemption.


Except as described in this Section 3.07, the Notes
shall not be redeemable at the Company’s option prior to March 31, 2012.



 41
 









(a)           On
or after March 31, 2012, the Company may redeem all or a part of the Notes upon
not less than 10 nor more than 60 days’ notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Additional Interest, if any, thereon, to the applicable
redemption date, if redeemed during the twelve-month period beginning on
September 30 of the years indicated below: 




	
  Year

  	
   

  	
  Percentage

  
	
  2012

  	
   

  	
  103.438

  	
  %

  
	
  2013

  	
   

  	
  102.292

  	
  %

  
	
  2014

  	
   

  	
  101.146

  	
  %

  
	
  2015 and thereafter

  	
   

  	
  100.000

  	
  %

  






 


(b)           At
any time prior to March 31, 2010, the Company may redeem on any one or more
occasions up to 40% of the aggregate principal amount of the Notes (calculated
after giving effect to any issuance of Additional Notes) issued under this
Indenture at a redemption price of 106.875% of the principal amount thereof,
plus accrued and unpaid interest and Additional Interest, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings by
OI Inc. to the extent the net cash proceeds thereof are contributed to the
Company or used to purchase from the Company Capital Stock (other than
Disqualified Stock) of the Company; provided
that:


(1)                                  at
least 60% of the aggregate principal amount of Notes (calculated after giving
effect to any issuance of Additional Notes) issued under this Indenture remains
outstanding immediately after the occurrence of such redemption (excluding
Notes held by OI Inc. and its Subsidiaries); and


(2)                                  the
redemption must occur within 60 days of the date of the closing of such Equity
Offering.


(c)           At
any time prior to March 31, 2012, the Company may also redeem all or a part of
the Notes, upon not less than 10 nor more than 60 days’ prior notice mailed by
first-class mail to each holder’s registered address, at a redemption price
equal to 100% of the principal amount of such Notes redeemed plus the
Applicable Premium as of, and accrued and unpaid interest and Additional
Interest, if any, to, the date of redemption (subject to the right of Holders
of record on the relevant record date to receive interest due on such Notes on
the relevant interest payment date).


“Applicable Premium”
means, with respect to any Note on any redemption date, the greater of:


(1)           1.0%
of the principal amount of such Note; or


(2)           the
excess of:


(a)           the present value at such redemption
date of (1) the redemption price of such Note at March 31, 2012 (such
redemption price being set forth in the table above) plus (2) all required
interest payments due on



 42
 









such Note through March
31, 2012 (excluding accrued but unpaid interest to the redemption date),
computed using a discount rate equal to the Bund Rate, as of such redemption
date plus 50 basis points; over


(b)           the principal amount of such Note.


‘‘Bund Rate’’
means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity as of such date of the Comparable
German Bund Issue, assuming a price for the Comparable German Bund Issue
(expressed as a percentage of its principal amount) equal to the Comparable
German Bund Price for such redemption date, where:


(1) ‘‘Comparable German Bund Issue’’ means the
German Bundesanleihe security selected by any Reference German Bund Dealer as
having a fixed maturity most nearly equal to the period from such redemption
date to March 31, 2012 and that would be utilized at the time of selection and
in accordance with customary financial practice, in pricing new issues of
euro-denominated corporate debt securities in a principal amount approximately
equal to the then outstanding principal amount of the Notes and of a maturity
most nearly equal to March 31, 2012; provided,
however, that, if the period from
such redemption date to March 31, 2012 is not equal to the fixed maturity of
the German Bundesanleihe security selected by such Reference German Bund
Dealer, the Bund Rate shall be determined by linear interpolation (calculated
to the nearest one-twelfth of a year) from the yields of German Bundesanleihe
securities for which such yields are given, except that if the period from such
redemption date to March 31, 2012 is less than one year, a fixed maturity of
one year shall be used;


(2) ‘‘Comparable German Bund Price’’ means, with
respect to any redemption date, the average of all Reference German Bund Dealer
Quotations for such date (which, in any event, must include at least two such
quotations), after excluding the highest and lowest such Reference German Bund
Dealer Quotations, or if the Company obtains fewer than four such Reference
German Bund Dealer Quotations, the average of all such quotations;


(3) ‘‘Reference German Bund Dealer’’ means any
dealer of German Bundesanleihe securities appointed by the Company in good
faith; and


(4) ‘‘Reference German Bund Dealer Quotations’’
means, with respect to each Reference German Bund Dealer and any redemption
date, the average as determined by the Company in good faith of the bid and
offered prices for the Comparable German Bund Issue (expressed in each case as
a percentage of its principal amount) quoted in writing to the Company by such
Reference German Bund Dealer at 3:30 p.m. Frankfurt, Germany, time on the third
Business Day preceding the redemption date.


(e)           If
at any time and for so long as the Notes are listed on the Luxembourg Stock
Exchange or such other securities exchange, and to the extent required by the
Luxembourg Stock Exchange or such other securities exchange, the Company will
notify the Luxembourg Stock Exchange or such other securities exchange of any
such notice of redemption. In addition,



 43
 









the Company will notify
the Luxembourg Stock Exchange or such other securities exchange of the
principal amount of Notes outstanding following any partial redemption of
Notes.


The Company will publicly announce by press release the results of any such
redemption on or as soon as practicable after any redemption date.


Section 3.09.        Redemption of Notes for Changes in
Withholding Taxes


The Company may, at its option, redeem all, but not
less than all, of the then outstanding Notes, at any time upon giving not less
than 15 nor more than 60 days’ notice to the holders of the Notes (which notice
will be irrevocable), at a redemption price equal to 100% of the principal
amount of the Notes, plus accrued and unpaid interest thereon to the redemption
date. This redemption applies only if as a result of any amendment to, or
change in, the laws or treaties (including any rulings or regulations
promulgated thereunder) of The Netherlands or any other jurisdiction in which
the Company or any Guarantor of such Notes is organized or is a resident for
tax purposes or within or through which payment is made or any political
subdivision or taxing authority or agency thereof or therein (or, in the case
of Additional Amounts payable by a successor Person to the Company or a
Guarantor of such Notes, of the jurisdiction in which such successor Person is
organized or is a resident for tax purposes or any political subdivision or
taxing authority or agency thereof or therein) or any amendment to or change in
any official position concerning the interpretation, administration or application
of such laws, treaties, rulings or regulations (including a holding by a court
of competent jurisdiction), which amendment or change is effective on or after
the Issue Date (or, in the case of Additional Amounts payable by a successor
Person to the Company or a Guarantor of such Notes, the date on which such
successor Person became such pursuant to applicable provisions of the
Indenture), the Company or a Guarantor of such Notes has become or will become
obligated to pay Additional Amounts in accordance with Section 3.07 on the next
date on which any amount would be payable with respect to such Notes and the
Company or such Guarantor determines in good faith that such obligation cannot
be avoided (including, without limitation, by changing the jurisdiction from
which or through which payment is made) by the use of reasonable measures
available to the Company or such Guarantor.


No such notice of redemption may be given earlier than
60 days prior to the earliest date on which the Company or a Guarantor of such
Notes would be obligated to pay such Additional Amounts were a payment in
respect of such Notes then due or later than 180 days after such amendment or
change referred to in the preceding paragraph. At the time such notice of
redemption is given, such obligation to pay such Additional Amounts must remain
in effect. Immediately prior to the mailing of any notice of redemption
described above, the Company shall deliver to the Trustee (i) an Officers’
Certificate and (ii) an Opinion of Counsel.


Section
3.10.        Mandatory Redemption.


The Company shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.



 44















ARTICLE
4.


COVENANTS


Section
4.01.        Payment of Securities.


The Company shall pay or
cause to be paid the Principal of and interest on the Notes on the dates and in
the manner provided in this Indenture and the Notes. Principal and interest
shall be considered paid on the date due if the Paying Agent, if other than the
Company or an Affiliate, holds as of 10:00 a.m. London time on that date
immediately available funds designated for and sufficient to pay all Principal
and interest then due.  Subject to actual
receipt of such funds as provided by this Section 4.01 by the applicable Paying
Agent, such Paying Agent shall make payments on the Notes in accordance with
the provisions of this Indenture.


To the extent lawful, the
Company shall pay interest on overdue Principal and overdue installments of
interest at the rate per annum borne by the Notes.


Section
4.02.        Maintenance of Office or
Agency.


The Company shall
maintain in London, England and, if the Notes are listed on the official list
of the Luxembourg Stock Exchange and the rules of such stock exchange so
require, in Luxembourg, an office or agency (which may be an office of the
Trustee or an affiliate of the Trustee or Registrar) where Notes may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may
be served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of any such office or agency. If at
any time the Company shall fail to maintain any such required offices or
agencies or shall fail to furnish the Trustee with the addresses thereof, such
presentations, surrenders, notices and demands may be made or served at the
Principal Paying Agent for the Notes. The Company may also from time to time
designate one or more other offices or agencies where the Notes may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided,
however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in
London, England and, if so required by this Indenture, Luxembourg for such
purposes. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency. The Company hereby designates the Registrar as one such
office or agency of the Company in accordance with Section 2.03.


Section
4.03.        Commission Reports.


Whether or not required by the Commission, so long as any Notes are
outstanding, OI Group shall furnish to the Holders of any Notes, within
the time periods specified in the Commission’s rules and regulations:


(1)           all quarterly and annual financial
information that would be required to be contained in a filing with the
Commission on Forms 10-Q and 10-K if OI Group were required to file such
Forms, including a “Management’s Discussion and Analysis of Financial Condition
and



 45
 









Results of
Operations” and, with respect to the annual information only, a report on the
annual financial statements by OI Group’s independent registered public
accountants; and


(2)           all current reports that would be
required to be filed with the Commission on Form 8-K if OI Group were
required to file such reports.


In
addition, whether or not required by the Commission, OI Group shall
file a copy of all of the information and reports referred to in clauses
(1) and (2) above with the Commission for public availability within
the time periods specified in the Commission’s rules and regulations (unless
the Commission shall not accept such a filing) and make such information
available to securities analysts and prospective investors upon request. In
addition, for so long as any Notes remain outstanding, the Company and the
Guarantors of the Notes shall furnish to the Holders and to securities analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.


OI Group shall deliver to
the Trustee within 15 days after it files them with the Commission copies of
the annual reports and of the information, documents, and other reports (or
copies of such portions of any of the foregoing as the Commission may by rules
and regulations prescribe) that OI Group is required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act; provided, however, the Company shall not
be required to deliver to the Trustee any materials for which OI Group has
sought and received confidential treatment by the Commission. OI Group also
shall comply with the other provisions of TIA Section 314(a).


Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company’s or the Guarantors’ compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on
Officers’ Certificates).


Section
4.04.        Compliance Certificate.


(a)   The
Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company, an Officers’ Certificate stating that in the course
of the performance by the signers of their duties as officers of the Company,
they would normally have knowledge of any failure by the Company to comply with
all conditions, or default by the Company with respect to any covenants, under
this Indenture, and further stating whether or not they have knowledge of any
such failure or default and, if so, specifying each such failure or default and
the nature thereof. For purposes of this Section 4.04, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided for in this Indenture.


(b)   The
Company shall, so long as any of the Notes are outstanding, deliver to the
Trustee, forthwith upon becoming aware of any Default or Event of Default, an
Officers’



 46
 









Certificate specifying such Default or Event of Default and what action
the Company is taking or proposes to take with respect thereto.


Section
4.05.        Taxes.


The Company shall pay
prior to delinquency, all material taxes, assessments, and governmental levies
except as contested in good faith by appropriate proceedings.


Section
4.06.        Stay, Extension and Usury
Laws.


The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that
it shall not, by resort to any such law, hinder, delay or impede the execution
of any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.


Section
4.07.        Corporate Existence.


Subject to Article 5, OI
Group shall do or cause to be done all things necessary to preserve and keep in
full force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of its Subsidiaries, in accordance with
the respective organizational documents (as the same may be amended from time
to time) of each Subsidiary and (ii) the rights (charter and statutory),
licenses and franchises of OI Group and its Subsidiaries; provided, however, that OI Group shall not
be required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Subsidiaries, if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of OI Group and its Subsidiaries, taken as a
whole, and that the loss thereof is not adverse in any material respect to the
Holders.


Section
4.08.        [Intentionally Omitted]


Section
4.09.        Fall-Away Event.


If at any time the Notes
have achieved the Investment Grade Ratings, OI Group and the Restricted
Subsidiaries of OI Group shall thereafter no longer be subject to the covenants
under Sections 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, clause (4) of
the first paragraph of 5.01 and 10.08 (collectively, the “Extinguished Covenants”) (even if the
Notes subsequently cease to have the Investment Grade Ratings), provided that if upon the receipt by the
Notes of the Investment Grade Ratings, a Default or Event of Default has
occurred and is continuing under this Indenture, the Company shall continue to
be subject to the Extinguished Covenants until such time as no Default or Event
of Default is continuing.


Notwithstanding the
foregoing, at the time OI Group and the Restricted Subsidiaries are no longer
subject to the Extinguished Covenants, the following covenant shall apply to OI
Group and its Domestic Subsidiaries and the Company:



 47
 









None of OI Group, any
Domestic Subsidiaries or the Company shall create, incur, or permit to exist,
any Lien on any of their respective assets, whether now owned or hereafter
acquired, in order to secure any Indebtedness of OI Group, the Company or any
Domestic Subsidiaries, without effectively providing that the Notes shall be
equally and ratably secured until such time as such Indebtedness is no longer
secured by such Lien, except: (i) Liens on cash and Cash Equivalents securing
obligations in respect of letters of credit in accordance with the terms of the
Credit Agreement; (ii) Liens existing on the Issue Date; (iii) Liens granted
after the Issue Date on any assets of OI Group, the Company or any Domestic
Subsidiaries securing Indebtedness of OI Group, the Company or any Domestic
Subsidiaries created in favor of the Holders of the Notes; (iv) Liens securing
Indebtedness which is incurred to extend, renew or refinance Indebtedness which
is secured by Liens permitted to be incurred under this Indenture; provided that such Liens do not extend to or
cover any assets of OI Group, the Company or any Domestic Subsidiaries other
than the assets securing the Indebtedness being extended, renewed or refinanced
and that the principal or commitment amount of such Indebtedness does not
exceed the principal or commitment amount of the Indebtedness being extended,
renewed or refinanced at the time of such extension, renewal or refinancing, or
at the time the Lien was issued, created or assumed or otherwise permitted; (v)
Investment Grade Permitted Liens; or (vi) Liens created in substitution of or
as replacement for any Liens permitted by the preceding clauses (i) through (v)
or this clause (vi), provided
that, based on a good faith determination of an officer of the Company, the
assets encumbered under any such substitute or replacement Lien is
substantially similar in value to the assets encumbered by the otherwise
permitted Lien which is being replaced.


So long as the Credit
Agreement is in effect, if the Notes are secured pursuant to the preceding
paragraph, the Notes shall be considered equally and ratably secured if they
are secured pursuant to terms and provisions, including any exclusions or
exceptions described therein, no less favorable to the holders of Notes than
those set forth in, or contemplated by, the Credit Agreement with respect to
the OBGC Existing Senior Notes that are secured.


Section
4.10.        Offer to Repurchase Upon a
Change of Control.


If a Change of Control
occurs, unless the Company has exercised its right to redeem the Notes under
Section 3.07, each Holder of Notes shall have the right to require the Company
to repurchase all or any part (equal €50,000 or an integral multiple of €1,000
in excess thereof) of that Holder’s Notes pursuant to a change of control offer
on the terms set forth in this Indenture (a “Change
of Control Offer”). In the Change of Control Offer, the Company
shall offer a payment in cash equal to 101% of the aggregate principal amount
of Notes repurchased plus accrued and unpaid interest thereon, to the date of
purchase (the “Change of Control Payment”).
Within 30 days following any Change of Control, the Company shall mail a notice
to each Holder at its registered address. 
The notice shall contain all instructions and materials necessary to
enable such Holder to tender Notes pursuant to the Change of Control
Offer.  Any Change of Control Offer shall
be made to all Holders.  The notice,
which shall govern the terms of the Change of Control Offer, shall state: (1)
that the Change of Control Offer is being made pursuant to this Section 4.10;
(2) the Change of Control Payment and the date on which Notes tendered and
accepted for payment shall be purchased, which date shall be at least 30 days
and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that
any Note not tendered or accepted for payment shall continue to accrete or



 48
 









accrue interest;
(4) that, unless the Company defaults in making such payment, any Note accepted
for payment pursuant to the Change of Control Offer shall cease to accrete or
accrue interest after the Change of Control Payment Date; (5) that Holders
electing to have a Note purchased pursuant to any Change of Control Offer shall
be required to surrender the Note, with the form entitled “Option of Holder to
Elect Purchase” on the reverse of the Note completed, or transfer by book-entry
transfer, to the Company, a depositary, if appointed by the Company, or the
Paying Agent at the address specified in the notice at least three days before
the Change of Control Payment Date; (6) that Holders shall be entitled to
withdraw their election if the Company, the depositary or the Paying Agent, as
the case may be, receives, not later than the Change of Control Payment Date, a
notice setting forth the name of the Holder, the principal amount of the Note
the Holder delivered for purchase and a statement that such Holder is
withdrawing his election to have such Note purchased; (7) that Notes and
portions of Notes purchased shall be in amounts of €50,000 or an integral multiple
of €1,000 in excess thereof, except that if all of the Notes of a Holder are to
be purchased, the entire outstanding amount of Notes held by such Holder, even
if not €50,000 or an integral multiple €1,000 in excess thereof, shall be
purchased; and (8) that Holders whose Notes were purchased only in part shall
be issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered (or transferred by book-entry transfer), which unpurchased
portion must be equal to €50,000 or an integral multiple of €1,000 in excess
thereof.  The Company shall comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a
Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with the Change of Control provisions of this Indenture,
the Company shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under the Change of
Control provisions of this Indenture by virtue of such conflict.


On the Change of Control
Payment Date, the Company shall, to the extent lawful:


(1)                                  accept
for payment all Notes or portions thereof properly tendered pursuant to the
Change of Control Offer;


(2)                                  deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions thereof so tendered; and


(3)                                  deliver
or cause to be delivered to the Trustee the Notes so accepted together with an
Officers’ Certificate stating the aggregate principal amount of Notes or
portions thereof being purchased by the Company.


The Paying Agent shall
promptly mail to each Holder of Notes so tendered the Change of Control Payment
for such Notes, and the Trustee shall promptly authenticate and mail (or cause
to be transferred by book entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be
in a principal amount of €50,000 or an integral multiple of €1,000, in excess
thereof.


The Company shall
publicly announce by press release the results of the Change of Control Offer
on or as soon as practicable after the Change of Control Payment Date.



 49
 









The provisions set forth
above that require the Company to make a Change of Control Offer following a
Change of Control shall be applicable regardless of whether or not any other
provisions of this Indenture are applicable.


Notwithstanding anything
to the contrary in this Section 4.10, the Company shall not be required to make
a Change of Control Offer upon a Change of Control if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Section 4.10 and purchases all Notes
validly tendered and not withdrawn under such Change of Control Offer.


If at any time of such
Change of Control, the Notes are listed on the official list of the Luxembourg
Stock Exchange or such other securities exchange, to the extent required by the
Luxembourg Stock Exchange or such other securities exchange, the Company will
notify the Luxembourg Stock Exchange or such other securities exchange that a
Change of Control has occurred and any relevant details relating to such Change
of Control.


Section
4.11.        Asset Sales.


OI Group shall not, and
shall not permit any of its Restricted Subsidiaries to, consummate an Asset
Sale unless:


(1)                                  OI
Group (or the Restricted Subsidiary, as the case may be) receives consideration
at the time of such Asset Sale at least equal to the Fair Market Value of the
assets or Equity Interests issued or sold or otherwise disposed of;


(2)                                  such
Fair Market Value is determined in good faith by OI Group and a certification
to that effect is set forth in an Officers’ Certificate delivered to the
Trustee; and


(3)                                  at
least 75% of the consideration therefor received by OI Group or such Restricted
Subsidiary is in the form of cash. For purposes of this provision, each of the
following shall be deemed to be cash:


(a)                                  any
liabilities (as shown on OI Group’s or such Restricted Subsidiary’s most recent
balance sheet) of OI Group or any Restricted Subsidiary of OI Group (other than
liabilities that are by their terms subordinated to the Notes or any Guarantee
of the Notes) that are assumed by the transferee of any such assets which
assumption releases OI Group or such Restricted Subsidiary from further
liability;


(b)                                 any
securities, notes or other obligations received by OI Group or any such
Restricted Subsidiary from such transferee that are converted within 180 days
by OI Group or such Restricted Subsidiary into cash (to the extent of the cash
received in that conversion); and



 50
 









(c)                                  any
Designated Noncash Consideration received by OI Group or any Restricted
Subsidiary of OI Group in such Asset Sale having an aggregate Fair Market
Value, taken together with all other Designated Noncash Consideration received
pursuant to this clause (c) that is at that time outstanding, not to exceed
5.0% of Tangible Assets at the time of the receipt of such Designated Noncash
Consideration (with the Fair Market Value of each item of Designated Noncash
Consideration being measured at the time received and without giving effect to
subsequent changes in value);


provided,
that the 75% limitation referred to in clause (3) above shall not apply to any
Asset Sale in which the cash portion of such consideration received therefor on
an after-tax basis, determined in accordance with clause (3) above, is equal to
or greater than what the after-tax net proceeds would have been had such
transaction complied with such 75% limitation.


Within 360 days after the
receipt of any Net Proceeds from an Asset Sale, OI Group or such Restricted
Subsidiary may apply such Net Proceeds at its option:


(1)                                  to
repay senior Indebtedness of the Company or any Guarantor and, if the senior
Indebtedness of the Company or any Guarantor repaid is revolving credit
Indebtedness, to correspondingly reduce commitments with respect thereto, if
the terms of such revolving credit Indebtedness would require such a commitment
reduction; provided, however,
that a non-Guarantor Restricted Subsidiary may use the Net Proceeds from an
Asset Sale to repay senior Indebtedness of OI Group or any Restricted
Subsidiary of OI Group;


(2)                                  to
make payments required to be made with respect to the outstanding OI Inc.
Senior Notes;


(3)                                  to
acquire all or substantially all of the assets of, or a majority of the Voting
Stock of, a Permitted Business;


(4)                                  to
make a capital expenditure in or that is used or useful in a Permitted
Business;


(5)                                  to
acquire other long-term assets in or that are used or useful in a Permitted
Business; or


(6)                                  to
make an Investment in any one or more businesses (provided that such Investment in any business may be in the
form of the acquisition of Capital Stock so long as it results in OI Group or a
Restricted Subsidiary of OI Group, as the case may be, owning a majority of the
Capital Stock of such business), properties or assets that replace the
businesses, properties and assets that are the subject of such Asset Sale; provided, however,
that any such business, properties and assets of OI Group or a Guarantor that
are the subject of an Asset Sale are invested in one or more businesses,
properties or assets that constitute or are owned or shall be



 51
 









owned by a Guarantor or a
Restricted Subsidiary that becomes a Guarantor.


Pending the final
application of any such Net Proceeds, OI Group or the applicable Restricted
Subsidiary may temporarily reduce revolving credit borrowings or otherwise
invest such Net Proceeds in any manner that is not prohibited by this
Indenture.


Any Net Proceeds from
Asset Sales that are not applied or invested as provided in the preceding
paragraph shall constitute “Excess Proceeds.”  When the aggregate amount of Excess Proceeds
exceeds $25.0 million, the Company shall make an offer (an “Asset Sale Offer”) to all Holders of Notes
and all Holders of other Indebtedness that is pari
passu with the Notes containing provisions similar to those set
forth in this Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets (including the OBGC Existing Senior Notes) to
purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be
purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer
shall be equal to 100% of principal amount plus accrued and unpaid interest and
Additional Interest, if any, to the date of purchase, and shall be payable in
cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
the Company may use such Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and
such other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and such other pari
passu Indebtedness to be purchased on a pro rata basis based on the
principal amount of Notes and such other pari
passu Indebtedness tendered. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.


The Company shall comply
with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with each repurchase of Notes pursuant
to an Asset Sale Offer. To the extent that the provisions of any securities
laws or regulations conflict with the Asset Sales provisions of this Indenture,
the Company shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under the Asset Sale
provisions of this Indenture by virtue of such conflict.


Section
4.12.        Restricted Payments.


OI Group shall not, and
shall not permit any of its Restricted Subsidiaries to, directly or indirectly:


(1)                                  declare
or pay any dividend or make any other distribution on account of OI Group’s or
any of its Restricted Subsidiaries’ Equity Interests (including, without
limitation, any payment in connection with any merger or consolidation
involving OI Group or any of its Restricted Subsidiaries) or to the direct or
indirect holders of OI Group’s or any of its Restricted Subsidiaries’ Equity
Interests in their capacity as such (other than dividends or distributions
payable in Equity Interests (other than Disqualified Stock) of OI Group or such
Restricted Subsidiaries); provided
that the foregoing shall not limit or preclude: (a) the declaration



 52
 









or payment of dividends
or distributions to OI Group, the Company or any Guarantor; (b) the declaration
or payment of dividends or distributions to holders of Equity Interests of a
Guarantor (other than OI Group or a Subsidiary of OI Group) on a pro rata basis
with all other holders; or (c) the declaration or payment of dividends or
distributions by non-Guarantor Restricted Subsidiaries to the holders of their
Equity Interests on a pro rata basis;


(2)                                  purchase,
redeem or otherwise acquire or retire for value (including, without limitation,
in connection with any merger or consolidation involving OI Group or any of its
Restricted Subsidiaries) any Equity Interests of OI Group or any direct or
indirect parent of OI Group;


(3)                                  purchase,
redeem, defease or otherwise acquire or retire for value any Indebtedness that
is subordinated to the Notes or the Guarantees of the Notes, except for (a)
payments of or related to Intercompany Indebtedness (other than Intercompany
Indebtedness owing to OI Inc. by OI Group), (b) a payment of interest or
Principal at the Stated Maturity thereof (other than Intercompany Indebtedness
owing to OI Inc. by OI Group) or (c) the purchase, repurchase, defeasance,
acquisition or retirement for value of Indebtedness of a Foreign Subsidiary by
a Foreign Subsidiary other than Indebtedness of the Company by the Company that
is (i) subordinated to the Notes or the Guarantees and (ii) incurred by the
Company after the Issue Date; or


(4)                                  make
any Restricted Investment (all such payments and other actions set forth in
clauses (1) through (4) being collectively referred to as “Restricted Payments”),


unless, at the time of
and after giving effect to such Restricted Payment:


(1)                                  no
Default or Event of Default shall have occurred and be continuing or would
occur as a consequence thereof; and


(2)                                  OI
Group would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such
Restricted Payment had been made at the beginning of the applicable
four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of Section 4.13; and


(3)                                  such
Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by OI Group and its Restricted Subsidiaries after the Issue Date
(excluding Restricted Payments permitted by clauses (2), (3), (4), (6) and (7)
of the next succeeding paragraph), is less than the sum, without duplication,
of:



 53
 









(a)                                  50%
of the Consolidated Net Income of OI Group for the period (taken as one
accounting period) from April 1, 2007 to the end of OI Group’s most recently
ended fiscal quarter for which internal financial statements are available at
the time of such Restricted Payment (or, if such Consolidated Net Income for
such period is a deficit, less 100% of such deficit), plus


(b)                                 100%
of the aggregate net cash proceeds and the Fair Market Value of marketable
securities received by OI Group since the Issue Date as a contribution to its
common equity capital or from the issue or sale of Equity Interests of OI Group
(other than Disqualified Stock) or from the issue or sale of convertible or
exchangeable Disqualified Stock or convertible or exchangeable debt securities
of OI Group that have been converted into or exchanged for such Equity
Interests (other than Equity Interests (or Disqualified Stock or debt
securities) sold to a Subsidiary of OI Group); plus


(c)                                  to
the extent that any Restricted Investment that was made after the Issue Date is
sold or otherwise liquidated, the cash plus the Fair Market Value of any
marketable securities received upon the sale or liquidation of such Restricted
Investment (less the cost of disposition, if any); plus


(d)                                 $15.0
million.


So long as no Event of
Default (solely with respect to clauses (2), (3), (5) and (7) below) has
occurred and is continuing or would be caused thereby, the preceding provisions
shall not prohibit:


(1)                                  the
payment of any dividend within 60 days after the date of declaration thereof,
if at said date of declaration such payment would have complied with the
provisions of this Indenture;


(2)                                  the
redemption, repurchase, retirement, defeasance or other acquisition of any
Indebtedness of OI Group or any Restricted Subsidiary of OI Group or of any
Equity Interests of OI Group in exchange for, or out of the net cash proceeds
of the substantially concurrent sale (other than to a Subsidiary of OI Group)
of, Equity Interests of OI Group (other than Disqualified Stock); provided that the amount of any such net
cash proceeds that are utilized for any such redemption, repurchase,
retirement, defeasance or other acquisition shall be excluded from clause
(3)(b) of the preceding paragraph;


(3)                                  the
defeasance, redemption, repurchase or other acquisition of the OI Inc. Senior
Notes;



 54
 









(4)                                  the
defeasance, redemption, repurchase or other acquisition of subordinated
Indebtedness of OI Group (other than the OI Inc. Senior Notes) or any
Restricted Subsidiary of OI Group with the net cash proceeds from an incurrence
of Permitted Refinancing Indebtedness;


(5)                                  the
repurchase, redemption or other acquisition or retirement (or dividends or
distributions to OI Inc. or payments of Intercompany Indebtedness, in each
case, to finance such repurchase, retirement or other acquisition) for value of
any Equity Interests of OI Inc., OI Group or any Restricted Subsidiary of OI
Group held by any member of OI Inc.’s, OI Group’s or any Restricted Subsidiary
of OI Group’s management; provided
that the aggregate price paid for all such repurchased, redeemed, acquired or
retired Equity Interests shall not exceed $5.0 million in any twelve-month
period;


(6)                                  any
OI Inc. Ordinary Course Payment; and


(7)                                  dividends
or distributions to OI Inc. or payments of Intercompany Indebtedness to allow
OI Inc. to pay cash dividends on any shares of preferred stock of OI Inc.
outstanding on the Issue Date, plus dividends on any subsequently issued shares
of preferred stock of OI Inc. in an amount not to exceed $25.0 million in any
twelve month-period.


The amount of all
Restricted Payments (other than cash) shall be the Fair Market Value on the
date of the Restricted Payment of the asset(s) or securities proposed to be
transferred or issued to or by OI Group or such Restricted Subsidiary, as the
case may be, pursuant to the Restricted Payment. The Fair Market Value of any
assets or securities that are required to be valued by this Section 4.12 shall
be determined in good faith by OI Group.


Section
4.13.        Incurrence of Indebtedness
and Issuance of Preferred Stock.


OI Group shall not, and
shall not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, (collectively, “incur”) with respect to any Indebtedness
(including Acquired Debt), and OI Group shall not issue any Disqualified Stock
and OI Group shall not permit any of its Restricted Subsidiaries to issue any
Disqualified Stock or preferred stock; provided,
however, that OI Group and any of its Restricted Subsidiaries may
incur Indebtedness (including Acquired Debt) and may issue preferred stock, if
the Fixed Charge Coverage Ratio for OI Group’s most recently ended four full
fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is
incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been incurred at the
beginning of such four-quarter period.


The first paragraph of this
Section 4.13 shall not prohibit the incurrence of any of the following items of
Indebtedness (collectively, “Permitted Debt”):



 55















(1)                                  the
incurrence by OI Group or its Restricted Subsidiaries of Indebtedness under
Credit Facilities (and the incurrence of Guarantees thereof) in an aggregate
principal amount at any one time outstanding (with letters of credit being
deemed to have a principal amount equal to the maximum potential liability of
the Company and its Restricted Subsidiaries thereunder) not to exceed $4.5
billion (of which not more than $2.75 billion of such Indebtedness shall be
incurred by Restricted Subsidiaries that are not Guarantors);


(2)                                  the
incurrence by OI Group and any Restricted Subsidiary of OI Group of the
Existing Indebtedness;


(3)                                  the
incurrence by OI Group, the Company and the Guarantors of Indebtedness
represented by the Notes and the related Guarantees to be issued on the Issue
Date;


(4)                                  the
incurrence by OI Group or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, in an aggregate principal amount at
any time outstanding, including all Permitted Refinancing Indebtedness incurred
to refund, refinance or replace any Indebtedness incurred pursuant to this
clause (4), not to exceed 3.0% of Tangible Assets;


(5)                                  the
incurrence by OI Group or any of its Restricted Subsidiaries of Indebtedness
incurred to finance all or any part of the purchase price or cost of
construction or improvement of property, plant or equipment used in the
business of OI Group or such Restricted Subsidiary, in an aggregate principal
amount at any time outstanding, including all Permitted Refinancing Indebtedness
incurred to refund, refinance or replace any Indebtedness incurred pursuant to
this clause (5), not to exceed 5.0% of Tangible Assets, as measured after
giving effect to such transaction;


(6)                                  provided that so long as no Default shall
have occurred or be continuing or would be caused thereby, the incurrence by OI
Group or any of its Restricted Subsidiaries of Indebtedness in exchange for, or
the proceeds of which are or shall be used to refund, refinance or replace the
OI Inc. Senior Notes;


(7)                                  the
incurrence by OI Group or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are or
shall be used to refund, refinance or replace Indebtedness (other than
Intercompany Indebtedness) that was permitted to be incurred under the first
paragraph of this Section 4.13 or clauses (2), (3), (6) or (7) of this
paragraph;


(8)                                  the
incurrence by OI Group or any of its Restricted Subsidiaries of Intercompany
Indebtedness between or among OI Group and any of its



 56
 









Restricted
Subsidiaries and with respect to OI Group only, between OI Group and OI Inc.; provided, however, that:


(a)                                  if
OI Group, the Company or any Guarantor is the obligor on such Indebtedness,
such Indebtedness must be expressly subordinated to the prior payment in full
in cash of all Obligations with respect to the Notes, in the case of the
Company, or the Guarantees of the Notes, in the case of OI Group or a
Guarantor;


(b)                                 any
incurrence by OI Group of Intercompany Indebtedness to OI Inc. after the Issue
Date shall be in exchange for cash loans or advances from OI Inc. in the
ordinary course of business consistent with past practices; and


(c)                                  (i)
any subsequent issuance or transfer of Equity Interests that results in any
such Indebtedness being held by a Person other than OI Group or a Restricted
Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness
to a Person that is not either OI Group or a Restricted Subsidiary thereof,
shall be deemed, in each case, to constitute an incurrence of such Indebtedness
by OI Group or such Restricted Subsidiary, as the case may be, that was not
permitted by this clause (8);


(9)                                  the
incurrence by OI Group or any of its Restricted Subsidiaries of Hedging
Obligations;


(10)                            provided that so long as no Default shall
have occurred or be continuing or would be caused thereby, the incurrence by
any Foreign Subsidiary of OI Group other than the Company of Indebtedness in an
aggregate principal amount (or accreted value, as applicable) at any time
outstanding, not to exceed $300.0 million, in addition to the $2.75 billion of
Indebtedness that may be incurred under clause (1) of this paragraph;


(11)                            (i)
the Guarantee by the Company or any of the Guarantors of Indebtedness of OI
Group or any Restricted Subsidiary of OI Group and (ii) the Guarantee by any
Foreign Subsidiary other than the Company of Indebtedness of OI Group or any
Restricted Subsidiary of OI Group, in each case, that was permitted to be
incurred by another provision of this Section 4.13;


(12)                            the
accrual of interest, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms and the payment of dividends on Disqualified
Stock in the form of additional shares of the same class of Disqualified Stock
shall not be deemed to be an incurrence of Indebtedness for purposes of this
Section 4.13 or an issuance of



 57
 









Disqualified
Stock; provided, in each such
case, that the amount thereof is included in Fixed Charges of OI Group as
accrued;


(13)                            the
incurrence by OI Group or any of its Restricted Subsidiaries of additional
Indebtedness in an aggregate principal amount (or accreted value, as
applicable) at any time outstanding, including all Permitted Refinancing
Indebtedness incurred to refund, refinance or replace any Indebtedness incurred
pursuant to this clause (13), not to exceed $300.0 million;


(14)                            Indebtedness
arising from agreements of OI Group or a Restricted Subsidiary of OI Group
providing for indemnification, adjustment of purchase price or similar
obligations, in each case, incurred or assumed in connection with the
disposition of any business, assets or a Subsidiary, other than Guarantees of
Indebtedness incurred by any Person acquiring all or any portion of such
business, assets or a Subsidiary for the purpose of financing such acquisition;
provided, however, that (i) such
Indebtedness is not reflected on the balance sheet of OI Group or any such
Restricted Subsidiary of OI Group (contingent obligations referred to in a
footnote to financial statements and not otherwise reflected on the balance
sheet shall not be deemed to be reflected on such balance sheet for purposes of
this clause (i)) and (ii) the maximum assumable liability in respect of all
such Indebtedness that is permitted to be incurred pursuant to this clause (14)
shall at no time exceed the gross proceeds including noncash proceeds (the Fair
Market Value of such noncash proceeds being measured at the time received and
without giving effect to any subsequent changes in value) actually received by
OI Group and its Restricted Subsidiaries in connection with such disposition;


(15)                            the
incurrence by OI Group or any of its Restricted Subsidiaries of Indebtedness
incurred or deemed incurred or cash consideration received from the sale of
accounts receivable by OI Group or any of its Restricted Subsidiaries or a
special purpose vehicle established by any of them to purchase and sell such
receivables;


(16)                            obligations
in respect of performance and surety bonds and completion guarantees provided
by OI Group or any of its Restricted Subsidiaries in the ordinary course of
business;


(17)                            Indebtedness
incurred by OI Group or any of its Restricted Subsidiaries constituting
reimbursement obligations with respect to letters of credit issued in the
ordinary course of business, including without limitation letters of credit in
respect of workers’ compensation claims, or other Indebtedness with respect to
reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing
of such letters of credit or the incurrence of such Indebtedness, such



 58
 









obligations are
reimbursed within 30 days following such drawing or incurrence; and


(18)                            the
incurrence by OI Group or any of its Restricted Subsidiaries of Acquired Debt,
in an aggregate principal amount at any time outstanding, including all
Permitted Refinancing Indebtedness incurred to refund, refinance or replace any
Indebtedness incurred pursuant to this clause (18), not to exceed 5.0% of
Tangible Assets, as measured after giving effect to the transaction for which
the Acquired Debt was incurred.


The Company shall not incur any Indebtedness
(including Permitted Debt) after the Issue Date that is contractually subordinated
in right of payment to any other Indebtedness of the Company unless such
Indebtedness is also contractually subordinated in right of payment to the
Notes on substantially similar terms; provided,
however, that no Indebtedness of the Company shall be deemed to be
contractually subordinated in right of payment to any other Indebtedness of the
Company solely by virtue of being unsecured.


OI Group shall not, and shall not permit any Guarantor
to, incur any Indebtedness (including Permitted Debt) after the Issue Date that
is contractually subordinated in right of payment to any other Indebtedness of
OI Group or the Guarantors, as the case may be, unless such Indebtedness is
also contractually subordinated in right of payment to the obligations under
the Notes or Guarantees of the Notes on substantially similar terms; provided, however, that no Indebtedness of
OI Group or the Guarantors shall be deemed to be contractually subordinated in
right of payment to any other Indebtedness of OI Group or the Guarantors solely
by virtue of being unsecured.


For purposes of determining compliance with this
Section 4.13, in the event that any proposed Indebtedness meets the criteria of
more than one of the categories of Permitted Debt described in clauses (1)
through (18) above, or is entitled to be incurred pursuant to the first
paragraph of this Section 4.13, the Company shall be permitted to classify such
item of Indebtedness on the date of its incurrence in any manner that complies
with this Section 4.13, or later reclassify all or a portion of such item of
Indebtedness. Indebtedness under Credit Facilities outstanding on the Issue
Date shall be deemed to have been incurred on such date in reliance on the
exception provided by clauses (1) or (2) of the definition of Permitted Debt
above.


Section
4.14.        Liens.


Neither OI Group nor any Restricted Subsidiary of OI
Group shall create, incur, or permit to exist, any Lien on any of their
respective assets, whether now owned or hereafter acquired, in order to secure
any Indebtedness of either of OI Group or any Restricted Subsidiary of OI
Group, without effectively providing that the Notes shall be equally and
ratably secured until such time as such Indebtedness is no longer secured by
such Lien, except:


(1)                                  Liens
on cash and Cash Equivalents securing obligations in respect of letters of
credit in accordance with the terms of the Credit Agreement;


(2)                                  Liens
existing on the Issue Date;



 59
 









(3)                                  Liens
granted after the Issue Date on any assets of OI Group or any of its Restricted
Subsidiaries securing Indebtedness of OI Group or any of its Restricted
Subsidiaries created in favor of the Holders of the Notes;


(4)                                  Liens
securing Indebtedness of OI Group or any Restricted Subsidiary of OI Group
which is incurred to extend, renew or refinance Indebtedness which is secured
by Liens permitted to be incurred under this Indenture; provided that such Liens do not extend to
or cover any assets of OI Group or any Restricted Subsidiary of OI Group other
than the assets securing the Indebtedness being extended, renewed or refinanced
and that the principal or commitment amount of such Indebtedness does not
exceed the principal or commitment amount of the Indebtedness being extended,
renewed or refinanced at the time of such extension, renewal or refinancing, or
at the time the Lien was issued, created or assumed or otherwise permitted;


(5)                                  Permitted
Liens; and


(6)                                  Liens
created in substitution of or as replacements for any Liens permitted by the
preceding clauses (1) through (5) or this clause (6), provided that, based on a good faith
determination of an officer of the Company, the assets encumbered under any
such substitute or replacement Lien is substantially similar in value to the
assets encumbered by the otherwise permitted Lien which is being replaced.


So long as the Credit Agreement is in effect, if the
Notes are secured pursuant to the first sentence of this Section 4.14, the
Notes shall be considered equally and ratably secured if they are secured
pursuant to terms and provisions, including any exclusions or exceptions
described therein, no less favorable to the holders of Notes than those set
forth in, or contemplated by, the Credit Agreement with respect to the OBGC
Existing Senior Notes that are secured.


Section
4.15.        Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries.


OI Group shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or permit to exist
or become effective any consensual encumbrance or restriction on the ability of
any such Restricted Subsidiary to:


(1)                                  pay
dividends or make any other distributions on its Capital Stock to OI Group or
any of its Restricted Subsidiaries, or with respect to any other interest or
participation in, or measured by, its profits, or pay any indebtedness owed to
OI Group or any of its Restricted Subsidiaries;


(2)                                  make
loans or advances to OI Group or any of its Restricted Subsidiaries; or


(3)                                  transfer
any of its properties or assets to OI Group or any of its Restricted
Subsidiaries.



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However, the preceding restrictions shall not apply to
encumbrances or restrictions existing under or by reason of:


(1)                                  agreements
governing Existing Indebtedness, Credit Facilities, charter documents and
shareholder agreements as in effect on the Issue Date, and any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings thereof, provided
that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings are no more restrictive,
taken as a whole, with respect to such dividend and other payment restrictions
than those contained in such Existing Indebtedness, Credit Facilities, charter
documents and shareholders agreements as in effect on the Issue Date;


(2)                                  this
Indenture, the Notes, the Collateral Documents, the Offshore Collateral
Documents and the Guarantees of the Notes;


(3)                                  applicable
law;


(4)                                  any
instrument governing Indebtedness or Capital Stock of a Person acquired by OI
Group or any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such Indebtedness was incurred in connection
with or in contemplation of such acquisition), which encumbrance or restriction
is not applicable to any Person, or the properties or assets of any Person,
other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to
be incurred;


(5)                                  customary
non-assignment provisions in leases entered into in the ordinary course of
business and consistent with past practices;


(6)                                  purchase
money obligations, including Capital Lease Obligations and obligations under
mortgages, for property acquired in the ordinary course of business that impose
restrictions on the property so acquired of the nature described in clause (3)
of the first paragraph of this Section 4.15;


(7)                                  any
agreement for the sale or other disposition of a Restricted Subsidiary of OI
Group that restricts any of the foregoing by that Restricted Subsidiary pending
its sale or other disposition;


(8)                                  Permitted
Refinancing Indebtedness, provided that
the restrictions contained in the agreements governing such Permitted
Refinancing Indebtedness are no more restrictive, taken as a whole, than those
contained in the agreements governing the Indebtedness being refinanced; and



 61
 









(9)                                  Permitted
Liens or Investment Grade Permitted Liens securing Indebtedness that limit the
right of the debtor to dispose of the assets subject to such Lien.


Nothing contained in this Section 4.15 shall prevent
OI Group or a Restricted Subsidiary of OI Group from entering into any
agreement (x) permitting or providing for the incurrence of Liens otherwise
permitted by Section 4.14 or (y) restricting the sale or other disposition of
property securing Indebtedness.


Section 4.16.          Transactions with Affiliates.


OI Group shall not, and shall not permit any of its
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate (each, an “Affiliate
Transaction”) involving aggregate payments in consideration in
excess of $5.0 million, unless:


(1)                                  such
Affiliate Transaction is on terms that are no less favorable to OI Group or the
relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by OI Group or such Restricted Subsidiary with an
unrelated Person; and


(2)                                  OI
Group delivers to the Trustee with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in
excess of $5.0 million, a resolution of the Board of Directors set forth in an
Officers’ Certificate certifying that such Affiliate Transaction complies with
this Section 4.16 and that such Affiliate Transaction has been approved by a
majority of the disinterested members of the Board of Directors.


The following items shall not be deemed to be
Affiliate Transactions and, therefore, shall not be subject to the provisions
of the prior paragraph:


(1)                                  transactions
between or among OI Group and/or its Restricted Subsidiaries;


(2)                                  transactions
between OI Group and/or its Restricted Subsidiaries on the one hand, and OI
Inc. on the other, that are in the ordinary course of business consistent with
past practices;


(3)                                  payment
of reasonable directors’ fees;


(4)                                  Restricted
Payments that are permitted by Section 4.12;


(5)                                  the
payment of reasonable and customary fees paid to, and indemnity provided on
behalf of, officers, directors, employees or consultants of OI



 62
 









Group, any of its direct
or indirect parent corporations or any Restricted Subsidiary of OI Group;


(6)                                  transactions
in which OI Group or any of its Restricted Subsidiaries, as the case may be,
delivers to the Trustee a letter from an investment banking firm of nationally
recognized standing stating that such transaction is fair to OIGroup or such
Restricted Subsidiary from a financial point of view or meets the requirements
of clause (1) of the preceding paragraph;


(7)                                  in
addition to any payments referred to in (5) above, payments or loans to
officers, directors and employees of OI Group, any of its direct or indirect
parent corporations or any Restricted Subsidiary of OI Group for business or
personal purposes and other loans and advances, in accordance with any policy
of OI Group which shall have been approved by the Board of Directors of OI
Group in good faith from time to time, to such officers, directors and
employees for travel, entertainment, moving and other relocation expenses made
in the ordinary course of business of OI Group, any of its direct or indirect
parent corporations or any Restricted Subsidiary of OI Group;


(8)                                  any
agreement in effect as of the Issue Date or any amendment thereto (so long as
such amendment is not disadvantageous to the Holders in any material respect)
or any transaction contemplated thereby;


(9)                                  transactions
with customers, clients, suppliers or purchasers or sellers of goods or
services, in each case in the ordinary course of business which are fair to OI
Group or its Restricted Subsidiaries, in the reasonable determination of the
Board of Directors of OI Group or the senior management thereof; and


(10)                            transactions
involving the sale of accounts receivables by OI Group or any of its Restricted
Subsidiaries or a special purpose vehicle established by any of them to purchase
and sell receivables.


Section
4.17.        Payments for Consent.


OI Group shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture, the Notes or the Guarantees unless such
consideration is offered to be paid and is paid to all Holders of the Notes
that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.


Section
4.18.        Designation of Restricted and
Unrestricted Subsidiaries.


The Board of Directors of OI Group may designate any
Restricted Subsidiary to be an Unrestricted Subsidiary if that designation
would not cause a Default; provided that
in no



 63
 









event shall the
businesses currently operated by the Company and OBGC be transferred to or held
by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an
Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding
Investments owned by OI Group and its Restricted Subsidiaries in the Subsidiary
so designated shall be deemed to be a Restricted Investment made as of the time
of such designation and that designation shall only be permitted if such
Investment would be permitted at that time and if such Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. The Board of
Directors of OI Group may at any time designate any Unrestricted Subsidiary to
be a Restricted Subsidiary; provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of OI Group of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (1)
such Indebtedness is permitted pursuant to Section 4.13, calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period; and (2) no Default
or Event of Default shall be in existence following such designation.


Section
4.19.        Limitations on Issuances of
Guarantees of Indebtedness.


OI Group shall not permit any of its Domestic
Subsidiaries, directly or indirectly, to guarantee the payment of any other
Indebtedness of the Company or OI Group unless such Domestic Subsidiary
simultaneously executes and delivers a supplemental indenture providing for the
guarantee of the payment of the Notes by such Domestic Subsidiary, which
Guarantee shall be senior to or pari passu
with such Subsidiary’s Guarantee of such other Indebtedness.


ARTICLE 5.


SUCCESSORS


Section
5.01.        When OI Group May Merge, Etc.


OI Group shall not, in any transaction or series of
transactions, merge or consolidate with or into, or, directly or indirectly,
sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets to, any Person or Persons, and
OI Group shall not permit any of its Restricted Subsidiaries to enter into any
such transaction or series of transactions if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or other disposition of all or substantially all of the
properties and assets of OI Group and its Restricted Subsidiaries, on a
consolidated basis, to any other Person or Persons, unless at the time and
after giving effect thereto:


(1)                                  either:
(a) OI Group or such Restricted Subsidiary, as the case may be, is the
surviving corporation; or (b) the Person formed by or surviving any such
consolidation or merger (if other than OI Group or such Restricted Subsidiary)
(the “Successor Company”) or to
which such sale, assignment, transfer, conveyance or other disposition shall
have been made is (a) in the case of a
Restricted Subsidiary other than the Company, a corporation organized or
existing under the laws of the United States, any state thereof or the District
of Columbia and (b) in the case of the
Company, a corporation organized or existing under the laws of the United
States, any



 64
 









state thereof or the District of Columbia or a corporation organized
under the laws of a jurisdiction other than the United States of America or any
State thereof;


(2)                                  the
Successor Company (if other than OI Group or such Restricted Subsidiary) or the
Person to which such sale, assignment, transfer, conveyance or other
disposition shall have been made assumes all the obligations of OI Group or
such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as the
case may be, under the Notes and this Indenture pursuant to agreements
satisfactory to the Trustee;


(3)                                  immediately
after such transaction no Default or Event of Default exists; and


(4)                                  OI
Group or the Successor Company formed by or surviving any such consolidation or
merger (if other than OI Group), or the Person to which such sale, assignment,
transfer, conveyance or other disposition shall have been made, shall have,
immediately after such transaction, a Fixed Charge Coverage Ratio equal to or
greater than such ratio for OI Group immediately prior to such transaction.


This Section 5.01 shall not apply to (i) a merger or
consolidation of OI Group, the Company or any of the Guarantors with or into
any other of the Company, OI Group or any of the Guarantors or the sale,
assignment, conveyance, transfer, lease or other disposition of assets between
or among the Company, OI Group and any of the Guarantors and (ii) a merger or
consolidation of any Foreign Subsidiary with or into OI Group or any of its
Restricted Subsidiaries or the sale, assignment, conveyance, transfer, lease or
other disposition of assets from any Foreign Subsidiary to OI Group or any of
its Restricted Subsidiaries.


Section
5.02.        Successor Corporation
Substituted.


Upon any consolidation or merger, or any transfer by
OI Group or its Restricted Subsidiaries (other than by lease) of all or
substantially all of the assets of OI Group in accordance with Section 5.01,
the Successor Company or the Person to which such transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of
the Company and OI Group under this Indenture with the same effect as if such
Successor Company or Person had been named as the Company and OI Group herein.  In the event of any such transfer, the
Company and OI Group shall be released and discharged from all liabilities and
obligations in respect of the Notes and this Indenture, and Company and OI
Group may be dissolved, wound up or liquidated at any time thereafter.


ARTICLE
6.


DEFAULTS
AND REMEDIES


Section
6.01.        Events of Default.


An “Event of Default” occurs with respect to the Notes if:



 65
 









(1)                                  the
Company defaults in the payment of interest on the Notes when the same becomes
due and payable and the default continues for a period of 30 days;


(2)                                  the
Company defaults in the payment of the Principal of the Notes when the same
becomes due and payable at maturity, upon redemption or otherwise;


(3)                                  failure
by OI Group or any of its Restricted Subsidiaries for 60 days after notice to
comply with any of the other agreements in this Indenture, the Notes and the
Guarantees of the Notes (with respect to any Guarantor);


(4)                                  default
under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed
by OI Group or any Restricted Subsidiary (or the payment of which is guaranteed
by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or
Guarantee now exists, or is created after the Issue Date, if that default:


(a)                                  is
caused by a failure to pay principal of, or interest or premium, if any, on
such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment
Default”); or


(b)                                 results
in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall
not be deemed to occur with respect to any such accelerated Indebtedness which
is repaid or prepaid within 20 Business Days after such declaration;


and, in any individual
case, the principal amount of any such Indebtedness is equal to or in excess of
$50.0 million, or such Indebtedness together with the principal amount of any
other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $100.0 million or more;


(5)                                  any
final judgment or order for payment of money in excess of $50.0 million in any
individual case and $100.0 million in the aggregate at any time shall be
rendered against OI Group or any of its Restricted Subsidiaries and such
judgment shall not have been paid, discharged or stayed for a period of 60
days;


(6)                                  except
as permitted by this Indenture, any Guarantee of the Notes shall be held in any
judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor, or any Person acting on
behalf of any Guarantor, shall deny or disaffirm its obligations under its
Guarantee of the Notes;


 



 66















(7)                                  the
Company, OI Group or any Significant Subsidiary of OI Group pursuant to or
within the meaning of any Bankruptcy Law:


(a)                                  commences
a voluntary case;


(b)                                 consents
to the entry of an order for relief against it in an involuntary case;


(c)                                  consents
to the appointment of a Custodian of it or for all or substantially all of its
property;


(d)                                 makes
a general assignment for the benefit of its creditors; or


(e)                                  admits
in writing its inability generally to pay its debts as the same become due;


(8)                                  a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:


(a)                                  is
for relief against the Company, OI Group or any Significant Subsidiary of OI
Group in an involuntary case;


(b)                                 appoints
a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group
or for all or substantially all of such entity’s property; or


(c)                                  orders
the liquidation of the Company, OI Group or any Significant Subsidiary of OI
Group;


and
the order or decree remains unstayed
and in effect for 60 days; and


(9)                                  failure by OI Group or any of its Restricted
Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article
5.


The term “Bankruptcy Law” means
Title 11, U.S. Code or any similar federal or state law for the relief of
debtors.  The term “Custodian” means any
receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.


Pursuant to Section 4.04 of the
Indenture, forthwith upon becoming aware of any Default or Event of Default,
the Company shall deliver to the Trustee an Officers’ Certificate specifying
such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.


Section
6.02.        Acceleration.


If an Event of Default, other than an Event of Default
specified in clauses (7) and (8) of Section 6.01, occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in principal
amount of the then outstanding Notes by notice to the



 67
 









Company and the Trustee,
may declare the unpaid Principal of and any accrued and unpaid interest on all
the Notes to be due and payable immediately. 
Upon such declaration the Principal (or such lesser amount) and interest
shall be due and payable immediately.  If
an Event of Default specified in clause (7) or (8) of Section 6.01 occurs, all
outstanding Notes shall become and be due and payable immediately without any
declaration, act or notice.  The Holders
of a majority in principal amount of the then outstanding Notes by notice to
the Trustee may, on behalf of the Holders of all of the Notes, rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default Notes have been cured
or waived except nonpayment of Principal (or such lesser amount) or interest
that has become due solely because of the acceleration.


Section
6.03.        Other Remedies.


If an Event of Default with respect to the Notes
occurs and is continuing, the Trustee may pursue any available remedy to
collect the payment of Principal or interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.


The Trustee may maintain a proceeding even if it does
not possess any of the Notes or does not produce any of them in the
proceeding.  A delay or omission by the
Trustee or any Holder in exercising any right or remedy accruing upon an Event
of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. 
All remedies are cumulative to the extent permitted by law.


Section
6.04.        Waiver of Past Defaults.


Subject to Section 9.02, the Holders of a majority in
principal amount of the then outstanding Notes, by notice to the Trustee, may
waive an existing Default or Event of Default and its consequences under this
Indenture except a continuing Default or Event of Default in the payment of
interest or Additional Interest on, or the Principal of any Note (provided, however, that the Holders of a majority in
principal amount of the outstanding Notes may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration).


Section
6.05.        Control by Majority.


The Holders of a majority in principal amount of the
then outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it.  However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that is unduly prejudicial to the rights of another Holder of Notes,
or that may involve the Trustee in personal liability.  The Trustee may take any other action which
it deems proper that is not inconsistent with any such direction.


Section
6.06.        Limitation on Suits.


A Holder of Notes may not pursue a remedy with respect
to this Indenture, the Notes or any Guarantee of Notes, if any, unless:



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(a)   the
Holder gives to the Trustee written notice of a continuing Event of Default;


(b)   the
Holders of at least 25% in principal amount of the then outstanding Notes make
a written request to the Trustee to pursue the remedy;


(c)   such
Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee
against any loss, liability or expense;


(d)   the
Trustee does not comply with the request within 30 days after receipt of the
request and the offer and, if requested, the provision of indemnity; and


(e)   during
such 30-day period the Holders of a majority in principal amount of the then
outstanding Notes do not give the Trustee a direction inconsistent with the
request.


The Trustee may withhold from Holders notice of any continuing Default
or Event of Default (except a Default or Event of Default relating to the
payment of Principal or interest or Additional Interest) if it determines that
withholding notice is in the interest of such Holders.


No Holder of any Notes may use this Indenture to
prejudice the rights of another Holder of Notes or to obtain a preference or
priority over another Holder of Notes.


Section
6.07.        Rights of Holders to Receive
Payment.


Notwithstanding any other provision of this Indenture,
the right of any Holder of a Note to receive payment of Principal of and
interest, if any, on the Note, on or after the respective due dates expressed
in the Note, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of the Holder; provided
that a Holder shall not have the right to institute any such suit for the
enforcement of payment if and to the extent that the institution or prosecution
thereof or the entry of judgment therein would, under applicable law, result in
the surrender, impairment, waiver or loss of the Lien of this Indenture upon
any property subject to such Lien.


Section
6.08.        Collection Suit by Trustee.


If an Event of Default specified in Section 6.01(1) or
(2) occurs and is continuing with respect to Notes, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of Principal (or such portion of the Principal as may be
specified as due upon acceleration at that time) and interest, if any,
remaining unpaid on the Notes then outstanding, together with (to the extent
lawful) interest on overdue Principal and interest, and such further amount as
shall be sufficient to cover the costs and, to the extent lawful, expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 7.07.



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Section
6.09.        Trustee May File Proofs of
Claim.


The Trustee may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee and the Holders allowed in any judicial proceedings
relative to the Company (or any other obligor on the Notes), its creditors or
its property and shall be entitled to and empowered to collect and receive any
money or other property payable or deliverable on any such claims and to
distribute the same, and any custodian in any such judicial proceedings is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
7.07. Nothing contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.


Section
6.10.        Priorities.


If the Trustee collects any money with respect to
Notes pursuant to this Article, it shall pay out the money in the following
order:




	
   

  	
  First:

  	
   

  	
  to the Trustee, its agents and attorneys and the
  Agents, their agents and attorneys for amounts due under Section 7.07,
  including payment of all compensation, expense and liabilities incurred, and
  all advances made, by the Trustee and the costs and expenses of collection;

  
	
   

  	
   

  	
   

  
	
   

  	
  Second:

  	
   

  	
  to Holders for amounts due and unpaid on the Notes
  for Principal and interest, ratably, without preference or priority of any
  kind, according to the amounts due and payable on the Notes for Principal and
  interest, respectively; and

  
	
   

  	
   

  	
   

  
	
   

  	
  Third:

  	
   

  	
  to the Company or to such party as a court of
  competent jurisdiction shall direct. Until so applied, such payments shall be
  held in a separate account, in trust, by the Trustee or invested by the
  Trustee at the written direction of the Company. At such time as no Notes
  remain outstanding, any excess money held by the Trustee shall be paid to the
  Company.

  






 


The Trustee may fix a record date and payment date for
any payment to Holders of Notes pursuant to this Section.  The Trustee shall notify the Company in
writing reasonably in advance of any such record date and payment date.


Section
6.11.        Undertaking for Costs.


In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the



 70
 









costs of the suit, and
the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defense made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 or a suit by Holders of more than 10% in principal
amount of the then outstanding Notes.


ARTICLE
7.


TRUSTEE


Section
7.01.        Duties of Trustee.


(a)   If
an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.


(b)   Except
during the continuance of an Event of Default known to the Trustee:


(i)             the duties of the Trustee shall be
determined solely by the express provisions of this Indenture or the TIA and
the Trustee need perform only those duties that are specifically set forth in
this Indenture or the TIA and no others, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and


(ii)          in the absence of bad
faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture. However, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).


 


(c)   The
Trustee may not be relieved from liabilities for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:


(i)                                     this
paragraph does not limit the effect of paragraph (b) of this Section;


(ii)                                  the
Trustee shall not be liable for any error of judgment made in good faith by a
responsible officer of the Trustee, unless it is proved that the Trustee was
negligent in ascertaining the pertinent facts; and


(iii)                               the
Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to
Section 6.05.



 71
 









(d)   Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to this Section.


(e)   No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability.  The
Trustee may refuse to perform any duty or exercise any right or power unless it
receives security and indemnity satisfactory to it against any loss, liability
or expense.


(f)    The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.  Absent written instruction from the Company,
the Trustee shall not be required to invest any such money.  Money held in trust by the Trustee need not
be segregated from other funds except to the extent required by law.


(g)   Whether
or not expressly provided in any other provision herein, the rights,
privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its rights to be indemnified and all other
rights provided in Section 7.07, this Section 7.01 and Section 7.02, are
extended to, and shall be enforceable by the Trustee in each of its capacities
in which it may serve, and to each Agent and any other person employed to act
hereunder.


Section
7.02.        Rights of Trustee.


Subject to TIA Section 315(a) through (d):


(a)   The
Trustee may rely on any document believed by it to be genuine and to have been
signed or presented by the proper person. 
The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the Trustee,
may make such further inquiry or investigation into such facts or matters as it
may see fit.


(b)   Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel, or both. 
The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.


(c)   The
Trustee may act through agents and shall not be responsible for the misconduct
or negligence of any agent appointed with due care.


(d)   The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers under
this Indenture, unless the Trustee’s conduct constitutes negligence.


(e)   Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an
Officer of the Company.


(f)    The
Trustee may consult with counsel of its selection and may rely upon the advice
of such counsel or any Opinion of Counsel.



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(g)   The
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Trust Officer of the Trustee has actual knowledge thereof or unless
written notice of any event that is in fact such a default is received by the
Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Notes and this Indenture.


(h)   Except
with respect to Sections 4.01 and 4.04(a), the Trustee shall have no duty to
inquire as to the performance of the Company with respect to the covenants
contained in Article 4.


(i)    Delivery
of reports, information and documents to the Trustee under Article 4 (other
than the delivery of Officers’ Certificates pursuant to Section 4.04) is for
informational purposes only and the Trustee’s receipt of the foregoing shall
not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of their covenants hereunder (as to which the Trustee is
entitled to rely conclusively on Officers’ Certificates).


(j)    The
Trustee shall not be required to give any bond or surety with respect to the
performance of its duties or the exercise of its powers under this Indenture.


Section
7.03.        Individual Rights of Trustee.


The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the
Company or an Affiliate with the same rights it would have if it were not
Trustee.  Any Agent may do the same with
like rights.  However, the Trustee is
subject to TIA Sections 310(b) and 311.


Section
7.04.        Trustee’s Disclaimer.


The Trustee makes no representation as to the validity
or adequacy of this Indenture or the Notes, it shall not be accountable for the
Company’s use of the proceeds from the Notes, and it shall not be responsible
for any statement in the Notes other than its certificate of authentication.


Section
7.05.        Notice of Defaults.


If a Default or Event of Default with respect to the
Notes occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to all Holders of Notes a notice of the Default or Event of Default
within 60 days after it occurs.  Except
in the case of a Default or Event of Default in payment on any such Note, the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of such Holders.


Section
7.06.        Reports by Trustee to
Holders.


Within 60 days after June 1 in each year, the Trustee
shall mail to Holders of Notes as provided in TIA Section 313(c) a brief report
dated as of such June 1 that complies with TIA Section 313(a) (if such report
is required by TIA Section 313(a)).  The
Trustee shall also comply with TIA Section 313(b).



 73
 









A copy of each report at the time of its mailing to
Holders shall be mailed to the Company and filed with the Commission and each
stock exchange on which any of the Notes are listed, as required by TIA Section
313(d).  The Company shall notify the
Trustee when the Notes are listed on any stock exchange.


Section
7.07.        Compensation and Indemnity.


The Company shall pay to the Trustee and the Agents
from time to time such compensation as shall be agreed upon in writing for its
services hereunder.  The Company shall
reimburse the Trustee or the Agent as the case may be upon written request for
all reasonable out-of-pocket expenses incurred by it.  Such expenses shall include the reasonable
compensation and out-of-pocket expenses of the Agent and Trustee’s agents and
counsel.


The Company shall indemnify each of the Trustee, any
predecessor Trustee and the Agents for any loss, liability, damage, claims or
expenses, including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee) incurred by them, without negligence
or bad faith on their part, in connection with the administration of this
Indenture and their duties hereunder. 
The Trustee or the Agents as the case may be shall notify the Company
promptly of any claim for which it may seek indemnity.  The Company shall defend the claim and the
Trustee or Agents shall cooperate in the defense.  The Trustee or Agents may have separate counsel
and the Company shall pay the reasonable fees and expenses of such counsel.  The Company need not pay for any settlement
made without its consent.


To secure the Company’s payment obligations in this
Section, the Trustee shall have a lien prior to the Notes on all money or
property held or collected by the Trustee in its capacity as Trustee, except
money or property held in trust to pay Principal and interest on the
Notes.  Such lien shall survive the
satisfaction and discharge of this Indenture.


If the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.01(4) or (5) occurs, the
expenses and the compensation for the services shall be intended to constitute
expenses of administration under any applicable Bankruptcy Law.


This Section 7.07 shall survive the termination of
this Indenture.


Section
7.08.        Replacement of Trustee.


A resignation or removal of the Trustee with respect
to the Notes and appointment of a successor Trustee shall become effective only
upon the successor Trustee’s acceptance of appointment as provided in this
Section.


The Trustee may resign with respect to the Notes by 30
days’ notice to the Company in writing. 
The Holders of a majority in principal amount of the then outstanding
Notes may remove the Trustee by so notifying the Trustee in writing and may
appoint a successor Trustee with the Company’s consent.  The Company may remove the Trustee if:


(1)                                  the
Trustee fails to comply with Section 7.10;


(2)                                  the
Trustee is adjudged a bankrupt or an insolvent;



 74
 









(3)                                  a
receiver or other public officer takes charge of the Trustee or its property;
or


(4)                                  the
Trustee becomes incapable of acting.


If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company shall promptly
appoint a successor Trustee.  Within one
year after the successor Trustee takes office, the Holders of a majority in
principal amount of the then outstanding Notes may appoint a successor Trustee
to replace the successor Trustee appointed by the Company.  If a successor Trustee does not take office
within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee, the Company or the Holders of at least 10% in principal amount of the
then outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.


If the Trustee fails to comply with Section 7.10, any
Holder of Notes who satisfies the requirements of TIA Section 310(b) may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.


A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company.  Immediately after that, the retiring Trustee
shall promptly transfer all property held by it as Trustee to the successor
Trustee (subject to the lien provided for in Section 7.07), the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall
mail a notice of its succession to the Holders of Notes.


Notwithstanding replacement of the Trustee pursuant to
this Section 7.08, the Company’s obligations under Section 7.07 shall continue
for the benefit of the retiring trustee.


Section
7.09.        Successor Trustee by Merger,
Etc.


If the Trustee consolidates, merges or converts into,
or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act shall be
the successor Trustee; provided
that such corporation shall be eligible under this Article 7 and TIA Section
310(a).


Section
7.10.        Eligibility;
Disqualification.


The Notes shall always have a Trustee who satisfies
the requirements of TIA Section 310(a)(1), (2) and (5).  The Trustee shall always have a combined
capital and surplus of at least $25,000,000 as set forth in its most recent
published annual report of condition. 
The Trustee is subject to TIA Section 310(b).


Section
7.11.        Preferential Collection of
Claims Against Company.


The Trustee is subject to TIA Section 311(a),
excluding any creditor relationship listed in TIA Section 311(b).  A Trustee who has resigned or been removed
shall be subject to TIA Section 311(a) to the extent indicated therein.  If the Trustee acquires any conflicting
interest as defined in the TIA it shall eliminate such conflict within 90 days
or resign.



 75
 









ARTICLE
8.


SATISFACTION
AND DISCHARGE; DEFEASANCE


Section
8.01.        Satisfaction and Discharge of
Indenture.


The provisions of this Indenture shall upon Company
Order cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Notes herein expressly provided for),
and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Notes; when


(a)   either:


	
  

  	
  (i)

  	
  all Notes that have been authenticated and delivered
  (except lost, stolen or destroyed Notes that have been replaced or paid and
  Notes for whose payment money has theretofore been deposited in trust and
  thereafter repaid to the Company) have been delivered to the Trustee for
  cancellation; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  all Notes that have not been delivered to the
  Trustee for cancellation have become due and payable by reason of the making
  of a notice of redemption or otherwise or will become due and payable within
  one year and the Company or any Guarantor has irrevocably deposited or caused
  to be deposited with the Trustee as trust funds in trust solely for the
  benefit of the Holders of the Notes, cash in euro, euro- denominated
  non-callable Government Securities, or a combination thereof, in such amounts
  as will be sufficient without consideration of any reinvestment of interest,
  to pay and discharge the entire indebtedness on the Notes not delivered to
  the Trustee for cancellation for Principal and Additional Interest, if any,
  and accrued interest to the date of Maturity;

  



 


(b)   no
Default or Event of Default shall have occurred and be continuing on the date
of such deposit or shall occur as a result of such deposit and such deposit
will not result in a breach or violation of, or constitute a default under, any
other instrument to which the Company or any Guarantor is a party or by which
the Company or any Guarantor is bound;


(c)   the
Company or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture;


(d)   the
Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes at
Maturity; and


(e)   the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been complied
with.



 76
 









Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 7.07,
and, if money shall have been deposited with the Trustee pursuant to clause
(a)(ii) of this Section or if money or obligations shall have been deposited
with or received by the Trustee pursuant to Section 8.03, the obligations of
the Trustee under Sections 8.02 and 8.05 shall survive.


Section
8.02.        Application of Trust Funds;
Indemnification.


(a)   Subject
to the provisions of Section 8.05, all money deposited with the Trustee
pursuant to Section 8.01, all money and Government Securities deposited with
the Trustee pursuant to Section 8.03 or 8.04 and all money received by the
Trustee in respect of Government Securities deposited with the Trustee pursuant
to Section 8.03 or 8.04, shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the persons entitled
thereto, of the Principal and interest for whose payment such money has been
deposited with or received by the Trustee or to make mandatory sinking fund
payments or analogous payments as contemplated by Sections 8.03 and 8.04.


(b)   The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against Government Securities deposited pursuant
to Sections 8.03 or 8.04 or the interest and principal received in respect of
such obligations other than any payable by or on behalf of Holders.


(c)   The
Trustee shall deliver or pay to the Company from time to time upon Company
Order any Government Securities or money held by it as provided in Sections
8.03 or 8.04 that, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, are then in excess of the amount thereof
which then would have been required to be deposited for the purpose for which
such Government Securities or money were deposited or received.  This provision shall not authorize the sale
by the Trustee of any Government Securities held under this Indenture.


Section
8.03.        Legal Defeasance of Notes.


The Company shall be deemed to have paid and
discharged the entire indebtedness on all the outstanding Notes on the 91st day
after the date of the deposit referred to in subparagraph (1) hereof, the
provisions of this Indenture, as it relates to such outstanding Notes, shall no
longer be in effect and any Guarantees of such Notes shall terminate (and the
Trustee, at the expense of the Company, shall, upon Company Order, execute
proper instruments acknowledging the same), except as to:


(a)                   the
rights of Holders of outstanding Notes to receive, from the trust funds
described in subparagraph (1) of the proviso hereto, payment of the Principal
of or interest and Additional Interest, if any, on the outstanding Notes at
Maturity thereof in accordance with the terms of this Indenture and the Notes;


(b)                   the
Company’s obligations under Sections 2.03, 2.06, 2.07 and 2.09;


 



 77















(c)                   the
rights, powers, trust and immunities of the Trustee hereunder and the duties of
the Trustee under Section 8.02 and the duty of the Trustee to authenticate
Notes issued on registration of transfer of exchange and the Company’s and the
Guarantors’ obligation in connection therewith; and


(d)                   the
provisions of this Section 8.03;


provided that, the
following conditions shall have been satisfied:


(1) the Company shall have deposited or caused to be deposited
irrevocably with the Trustee as trust funds in trust for the benefit of the
Holders of the Notes, cash in euro,
euro-denominated non-callable Government Securities or a combination
thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge the Principal of and interest
and Additional Interest, if any, on all outstanding Notes on the Stated
Maturity or on the applicable redemption date, as the case may be, and the
Company must specify whether the Notes are being defeased to Stated Maturity or
to a particular redemption date;


(2)   the
Company shall have delivered to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that (a) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or (b)
since the Issue Date, there has been a change in the applicable federal income
tax law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of the outstanding Notes shall not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit, defeasance and discharge and shall be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such deposit, defeasance and discharge under this Section 8.03
had not occurred;


(3)   no
Default or Event of Default shall have occurred and be continuing either:
(a) on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit); or
(b) insofar as Events of Default from bankruptcy or insolvency events are
concerned, at any time in the period ending on the 91st day after the date of
deposit;


(4)   such
defeasance pursuant to this Section 8.03 shall not result in a breach or
violation of, or constitute a default under any material agreement or
instrument to which OI Group or the Company or any of their Restricted
Subsidiaries are a party or by which OI Group or the Company or any of
such Restricted Subsidiaries are bound;


(5)   the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that, assuming no intervening bankruptcy of
the Company or any Guarantor between the date of deposit and the 91st day
following the deposit and assuming that no Holder is an “insider” of the
Company under applicable bankruptcy law, after the 91st day following the
deposit, the trust funds shall not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally;



 78
 









(6)   the
Company shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Company with the intent of preferring the
Holders of the Notes over the other creditors of the Company with the intent of
defeating, hindering, delaying or defrauding creditors of the Company or
others; and


(7)   the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for
relating to the defeasance contemplated by this Section 8.03 have been complied
with.


Section
8.04.        Covenant Defeasance.


On and after the 91st day after the date of the
deposit referred to in subparagraph (1) hereof, the Company may omit to comply
with any term, provision or condition set forth under Sections 4.03, 4.04,
4.05, 4.06, 4.07, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18,
4.19 and 5.01 (and the failure to comply with any such provisions shall not
constitute a Default or Event of Default under Section 6.01), with respect to
the Notes, provided that the
following conditions shall have been satisfied:


(1)   the
Company shall have deposited or caused to be deposited irrevocably with the
Trustee as trust funds in trust for the benefit of the Holders of the Notes,
cash in U.S. Dollars, U.S. dollar-denominated non-callable Government
Securities or a combination thereof in the case of the Notes, and cash in euro,
euro-denominated non-callable Government Securities or a combination thereof in
the case of Notes, in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge
the Principal of and interest and Additional Interest, if any, on all
outstanding Notes on the Stated Maturity or on the applicable redemption date,
as the case may be, and the Company must specify whether the Notes are being
defeased to Stated Maturity or to a particular redemption date;


(2)   the
Company shall have delivered to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that Holders of the outstanding Notes
shall not recognize income, gain or loss for federal income tax purposes as a
result of such deposit and defeasance and shall be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such deposit and defeasance under this Section 8.04 had not
occurred;


(3)   no
Default or Event of Default shall have occurred and be continuing either:
(a) on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit); or
(b) or insofar as Events of Default from bankruptcy or insolvency events
are concerned, at any time in the period ending on the 91st day after the date
of deposit;


(4)   such
defeasance pursuant to this Section 8.04 shall not result in a breach or
violation of, or constitute a default under any material agreement or
instrument to which OI Group or the Company or any of their Restricted
Subsidiaries are a party or by which OI Group or the Company or any of
such Restricted Subsidiaries are bound;



 79
 









(5)   the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that, assuming no intervening bankruptcy of the Company or any Guarantor
between the date of deposit and the 91st day following the deposit and assuming
that no Holder is an “insider” of the Company under applicable bankruptcy law,
after the 91st day following the deposit, the trust funds shall not be subject
to the effect of any applicable bankruptcy, insolvency, reorganization or
similar laws affecting creditors’ rights generally;


(6)   the
Company shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Company with the intent of preferring the
Holders of the Notes over the other creditors of the Company with the intent of
defeating, hindering, delaying or defrauding creditors of the Company or
others; and


(7)   the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the defeasance contemplated by this Section 8.04 have been
complied with.


Section
8.05.        Repayment to Company.


The Trustee and the Paying Agent shall pay to the
Company upon the Company’s request any money held by them for the payment of
Principal or interest that remains unclaimed for two years after the date upon
which such payment shall have become due. 
After payment to the Company, Holders entitled to the money must look to
the Company for payment as general creditors unless an applicable abandoned
property law designates another Person.


ARTICLE
9.


SUPPLEMENTS,
AMENDMENTS AND WAIVERS


Section
9.01.        Without Consent of Holders.


The Company, the Guarantors and the Trustee may
supplement or amend this Indenture, the Notes, or the Guarantees of the Notes
without notice to or the consent of any Holder:


(1)   to
cure any ambiguity, defect or inconsistency;


(2)   to
provide for uncertificated Notes in addition to or in place of certificated
Notes;


(3)   to
comply with Article 5;


(4)   to
provide for the assumption of the Company’s obligations to the Holders of Notes
by OI Inc.;


(5)   to
provide for assumption of any Guarantor’s obligations in the case of a merger
or consolidation or sale of all or substantially all of such Guarantor’s
assets;


(6)   to make any change that would provide any
additional rights or benefits to the Holders of Notes or that does not
adversely affect the legal rights under this Indenture or the Guarantees of



 80
 









any such Holder (including, but not limited
to, adding a Guarantor under this Indenture and any change to provide for the
appointment of an Luxembourg Paying Agent);


(7)   to
comply with any requirements of the TIA; or


(8)   conform the Notes, the Guarantees or this
Indenture to any provision of the “Description of Notes” contained in the
Offering Memorandum dated March 7, 2007 to the extent that such provision in
such “Description of Notes” was intended to be a verbatim recitation of a
provision of the Notes, the Guarantees or the Indenture.


Section
9.02.        With Consent of Holders.


Subject to Section 6.07, the Company, the Guarantors
and the Trustee may amend or supplement this Indenture, the Notes, or the
Guarantees of the Notes with the consent of the Holders of a majority in
principal amount of the then outstanding Notes (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Notes) and the Holders of a majority in principal amount of the then
outstanding Notes may also waive any existing Default or compliance with any
provision of this Indenture, the Notes or the Guarantees of the Notes
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes); provided, however,
that without the consent of each Holder affected, an amendment or waiver may
not (with respect to any Notes held by a non-consenting Holder):


(1)   reduce
the percentage of the principal amount of Notes whose Holders must consent to
an amendment, supplement or waiver;


(2)   reduce
the principal of or change the Stated Maturity of any Note or alter the
provisions, or waive any payment, with respect to the redemption of any Notes;


(3)   reduce
the rate of or change the time for payment of interest on any Note;


(4)   waive
a Default or Event of Default in the payment of Principal of, or interest on
any Note (except a rescission of acceleration of such Note by the Holders of at
least a majority in aggregate principal amount of the Notes and a waiver of the
payment default that resulted from such acceleration);


(5)   make
any Note payable in money other than Euros (including defaulted interest);


(6)   make
any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of Principal of
or interest on the Notes;


(7)   release any Guarantor from any of its obligations
under its Guarantee or this Indenture, except in accordance with the terms of
the Guarantee or this Indenture;


(8)   impair the right to institute suit for the
enforcement of any payment on or with respect to the Notes or the Guarantees of
the Notes;



 81
 









(9)   amend or modify any of the provisions of this
Indenture or any Guarantee of the Notes in a manner material and adverse to the
Holders of the Notes except (a) in accordance with the terms of this
Indenture or such Guarantee or (b) as permitted by Section 9.01;


(10) make
any change to this Section 9.02;


(11) amend,
change or modify the obligation of the Company to make and consummate an Asset
Sale Offer with respect to any Asset Sale in accordance with Section 4.11 or
the obligation of the Company to make and consummate a Change of Control Offer
in the event of a Change of Control in accordance with Section 4.10, including,
in each case, amending, changing or modifying any definition relating thereto;
or


(12) except
as otherwise permitted under Article 5 or Section 10.11, consent to the
assignment or transfer by OI Group, the Company or any Guarantor of any of
their rights or obligations under this Indenture.


It shall not be necessary for the consent of the
Holders under this Section 9.02 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.


After any amendment under this Indenture becomes
effective, the Company shall mail to the Holders a notice briefly describing
such any amendment.  Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture or
waiver.  The Company shall mail
supplemental indentures to Holders upon request.


Section
9.03.        Revocation and Effect of
Consents.


Until an amendment or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder’s Note, even if notation of the consent is not
made on any Note; provided, however, that unless a
record date shall have been established pursuant to Section 2.12(a), any such
Holder or subsequent Holder may revoke the consent as to his Note or portion of
a Note if the Trustee receives the notice of revocation before the date on
which the amendment or waiver becomes effective.  An amendment or waiver shall become effective
on receipt by the Trustee of consents from the Holders of the requisite
percentage principal amount of the outstanding Notes, and thereafter shall bind
every Holder of Notes.


Section
9.04.        Notation on or Exchange of
Notes.


If an amendment or waiver changes the terms of a
Note:  (a) the Trustee may require the
Holder of the Note to deliver it to the Trustee, the Trustee may, at the
written direction of the Company and at the Company’s expense, place an
appropriate notation on the Note about the changed terms and return it to the
Holder and the Trustee may place an appropriate notation on any Note thereafter
authenticated; or (b) if the Company or the Trustee so determines, the Company
in exchange for the Note shall issue and the Trustee shall authenticate a new
Note that reflects the changed terms.



 82
 









Section
9.05.        Trustee/Agents to Sign
Amendments, Etc.


The Trustee shall receive an Opinion of Counsel
stating that the execution of any amendment or waiver proposed pursuant to this
Article is authorized or permitted by this Indenture.  Subject to the preceding sentence, the
Trustee shall sign such amendment or waiver. 
The Trustee and any Agent may, but shall not be obligated to, execute
any such amendment, supplement or waiver that affects the Trustee’s and/or any
Agent’s own rights, duties, liabilities or immunities under this Indenture.


ARTICLE
10.


GUARANTEE


Section
10.01.      Guarantee.


Subject to the provisions of this Article 10, the
Guarantors hereby, jointly and severally, unconditionally and irrevocably,
guarantee to each Holder and to the Trustee and its successors and assigns (a)
the due and punctual payment of Principal of, interest on and Additional
Interest, if any, with respect to the Notes whether at Stated Maturity, by
acceleration, by redemption or otherwise, and all other monetary obligations of
the Company under this Indenture (including obligations to the Trustee and any
Agent) with respect to the Notes and (b) the due and punctual performance
within applicable grace periods of all other obligations of the Company under
this Indenture with respect to the Notes (all the foregoing being hereinafter
collectively called the “Obligations”).  The Guarantors further agree that the Obligations
may be extended or renewed, in whole or in part, without notice or further
assent from the Guarantors, and that the Guarantors will remain bound under
this Article 10 notwithstanding any extension or renewal of any Obligation.


The Guarantors waive presentation to, demand of,
payment from and protest to the Company of any of the Obligations and also
waive notice of protest for nonpayment. 
The Guarantors waive notice of any default under the Notes to which this
Article 10 is applicable or the Obligations with respect thereto.  The obligations of the Guarantors under this
Section 10.01 shall not be affected by (a) the failure of any Holder or the
Trustee to assert any claim or demand or to enforce any right or remedy against
the Company or any other Person under this Indenture, the Notes or any other
agreement or otherwise; (b) any extension or renewal of any Obligation; (c) any
rescission, waiver, amendment, modification or supplement of any of the terms
or provisions of this Indenture (other than this Article 10), the Notes or any
other agreement, unless such rescission, waiver, amendment, modification or
supplement expressly affects the obligations of any Guarantor under this
Section 10.01; (d) the release of any security held by any Holder or the Trustee
for the Obligations or any of them; (e) the failure of any Holder or Trustee to
exercise any right or remedy against any other guarantor of the Obligations; or
(f) any change in the ownership of the Company.


The Guarantors further agree that their Guarantees
herein constitute a guarantee of payment, performance and compliance when due
(and not a guarantee of collection) and waive any right to require that any
resort be had by any Holder or the Trustee to any security held for payment of
the Obligations.



 83
 









Except as set forth in this Indenture, the obligations
of the Guarantors hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense, setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Obligations or
otherwise.  Without limiting the generality
of the foregoing, except as set forth in this Indenture, the obligations of the
Guarantors herein shall not be discharged or impaired or otherwise affected by
the failure of any Holder or the Trustee to assert any claim or demand or to
enforce any remedy under this Indenture, the Notes or any other agreement, by
any waiver or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the Obligations with respect to the
Notes, or by any other act or thing or omission or delay to do any other act or
thing which may or might in any manner or to any extent vary the risk of the
Guarantors or would otherwise operate as a discharge of the Guarantors as a
matter of law or equity.


The Guarantors further agree that their Guarantees
herein shall continue to be effective or be reinstated, as the case may be, if
at any time payment, or any part thereof, of any Obligation with respect to the
Notes is rescinded or must otherwise be restored by any Holder or the Trustee
upon the bankruptcy or reorganization of the Company or otherwise, unless such
Guarantee has been released in accordance with Section 10.10.


In furtherance of the foregoing and not in limitation
of any other right which any Holder or the Trustee has or may have at law or in
equity against the Guarantors by virtue hereof, upon the failure of the Company
to pay any Obligation with respect to the Notes when and as the same shall
become due, whether at Stated Maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Obligation with respect to
the Notes, the Guarantors hereby promise to and will, upon receipt of written
demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the
Holders or the Trustee an amount equal to the sum of (i) the unpaid Principal
amount of such Obligations, (ii) accrued and unpaid interest on such
Obligations (but only to the extent not prohibited by law) and (iii) all other
monetary Obligations of the Company to the Holders of the Notes and the
Trustee.


The Guarantors agree that, as between the Guarantors,
on the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the Obligations guaranteed hereby may be accelerated as provided in
Article 6 for the purposes of the Guarantee herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such Obligations as provided in Article 6, such Obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purposes of this Section 10.01.


The Guarantors also agree to pay any and all costs and
expenses (including reasonable attorneys’ fees and expenses) incurred by the
Trustee or any Holder in enforcing any rights under this Section 10.01.


Section
10.02.      Limitation on Liability.


Any term or provision of this Indenture to the
contrary notwithstanding, the obligations of each Guarantor are limited to the
maximum amount as will result in the



 84
 









Obligations of such
Guarantor under the Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law.


Section
10.03.      Execution and Delivery of
Guarantee.


To evidence its Guarantee set forth in Section 10.01,
each Guarantor hereby agrees that a notation of such Guarantee substantially in
the form included in Exhibit C shall be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee to which this
Article 10 is applicable and that this Indenture shall be executed on behalf of
such Guarantor by its President, any Executive or Senior Vice President,
Treasurer, Assistant Treasurer or one of its Vice Presidents.  Further, the Company shall cause all future
Guarantors to execute a supplemental indenture.


Each Guarantor hereby agrees that its Guarantee set
forth in Section 10.01 shall remain in full force and effect notwithstanding
any failure to endorse on each Note to which this Article 10 is applicable a
notation of such Guarantee.


If an Officer whose signature is on this Indenture or
on the Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which a Guarantee is endorsed, the Guarantee shall be
valid nevertheless.


The delivery of any Note to which this Article 10 is
applicable by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Guarantee set forth in this Indenture on behalf
of the Guarantors.


Section
10.04.       Successors and Assigns.


This Article 10 shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges conferred upon that party in this Indenture and in the Notes shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture.


Section
10.05.      No Waiver.


Neither a failure nor a
delay on the part of either the Trustee or the Holders in exercising any right,
power or privilege under this Article 10 shall operate as a waiver thereof, nor
shall a single or partial exercise thereof preclude any other or further
exercise of any right, power or privilege. 
The rights, remedies and benefits of the Trustee and the Holders herein
expressly specified are cumulative and not exclusive of any other rights,
remedies or benefits which either may have under this Article 10 at law, in
equity, by statute or otherwise.


Section
10.06.      Right of Contribution.


Each Guarantor hereby
agrees that to the extent that a Guarantor shall have paid more than its
proportionate share of any payment made hereunder, such Guarantor shall be
entitled to seek and receive contribution from and against any other Guarantor
hereunder who has not paid its proportionate share of such payment.  Each Guarantor’s right of contribution 



 85
 









shall be subject to the terms and conditions of
Section 10.07.  The provisions of this
Section 10.06 shall in no respect limit the obligations and liabilities of any
Guarantor to the Trustee and the Holders and each Guarantor shall remain liable
to the Trustee and the Holders for the full amount guaranteed by such Guarantor
hereunder.


Section
10.07.      No Subrogation.


Notwithstanding any
payment or payments made by any of the Guarantors hereunder, no Guarantor shall
be entitled to be subrogated to any of the rights of the Trustee or any Holder
against the Company or any other Guarantor or any collateral security or
guarantee or right of offset held by the Trustee or any Holder for the payment
of the Obligations, nor shall any Guarantor seek or be entitled to seek any
contribution or reimbursement from the Company or any other Guarantor in
respect of payments made by such Guarantor hereunder, until all amounts owing
to the Trustee and the Holders by the Company on account of the Obligations are
paid in full.  If any amount shall be
paid to any Guarantor on account of such subrogation rights at any time when
all of the Obligations shall not have been paid in full, such amount shall be
held by such Guarantor in trust for the Trustee and the Holders, segregated
from other funds of such Guarantor, and shall, forthwith upon receipt by such
Guarantor, be turned over to the Trustee in the exact form received by such
Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be
applied against the Obligations.


Section
10.08.      Additional Guarantors;
Reinstatement of Guarantees.


(a)   Until
such time as all Guarantees by the Guarantors under this Indenture shall have
been released in accordance with Section 10.10, OI Group shall cause each
Domestic Subsidiary of OI Group or any of its Domestic Subsidiaries that
guarantees the Company’s Indebtedness under the Credit Agreement, including the
reinstatement or renewal of a Guarantee of Indebtedness under the Credit
Agreement previously released under the Credit Agreement, to execute and
deliver a supplement to this Indenture providing that such Domestic Subsidiary
will be a Guarantor hereunder within 10 Business Days of the date on which it
executes a Guarantee under the Credit Agreement; provided  that all
Subsidiaries that have properly been designated as Unrestricted Subsidiaries in
accordance with this Indenture (i) shall not be required to execute or maintain
a Guarantee and (ii) shall be released from all Obligations under any
Guarantee, in each case for so long as they continue to constitute Unrestricted
Subsidiaries.  Domestic Subsidiaries that
are Guarantors on the date any such supplement is executed by an additional
Domestic Subsidiary shall not be required to become parties to such supplement
and hereby agree to the execution and delivery by any additional Domestic
Subsidiary of any such supplement.


(b)   In
the event that a Domestic Subsidiary enters into a Guarantee at a time when the
notes are listed on the official list of the Luxembourg Stock Exchange, the
Company will, to the extent required by the rules of the Luxembourg Stock
Exchange, notify the Luxembourg Stock Exchange and deposit a copy of the new Guarantee
with the Luxembourg Stock Exchange and the Luxembourg Paying Agent.



 86
 









Section
10.09.      Modification.


No modification,
amendment or waiver of any provision of this Article 10, nor the consent to any
departure by the Guarantors therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Trustee, and then such waiver or
consent shall be effective only in the specific instance and for the purpose
for which given; it being understood that the release of the Guarantees of Guarantors
pursuant to Section 10.10 shall not be an amendment or waiver of any provision
of this Article 10 and shall not require any action on the part of the
Trustee.  No notice to or demand on the
Guarantors in any case shall entitle the Guarantors to any other or further
notice or demand in the same, similar or other circumstances.


Section
10.10.      Release of Guarantor.


 


(a) A Guarantor shall be automatically released without any action on
the part of the Trustee of the Holders from its obligations under this
Indenture and Guarantee if:


 


	
  (1)

  	
   

  	
  OI Group properly designates any Restricted
  Subsidiary that is a Guarantor as an Unrestricted Subsidiary;

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  upon any sale or other disposition of all or substantially
  all of the assets of that Guarantor (including by way of merger or
  consolidation) to a Person that is not (either before or after giving effect
  to such transaction) a Restricted Subsidiary of OI Group, if the sale or
  other disposition of all or substantially all of the assets of that Guarantor
  complies with Section 4.11 and Section 10.11; or

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  upon any sale of all of the Capital Stock of a
  Guarantor to a Person that is not (either before or after giving effect to
  such transaction) a Restricted Subsidiary of OI Group, if the sale of all
  such Capital Stock of that Guarantor complies with Section 4.11 and Section
  10.11.

  



 


The Trustee shall receive written notice of the
release of any Guarantor if such release is effected other than under Section
10.11.


(b)           Upon
the release of a Guarantee by a Domestic Subsidiary under the Credit Agreement, the
Guarantee of such Domestic Subsidiary under this Indenture will be released and
discharged at such time and, at the direction of the Company, the
Trustee shall execute an appropriate instrument evidencing such release.  If any such Domestic Subsidiary thereafter
guarantees obligations under the Credit Agreement (or any released Guarantee
under the Credit Agreement is reinstated or renewed), then such Domestic
Subsidiary will guarantee the Notes in accordance with this Article 10.


Section
10.11.      Merger, Consolidation and Sale
of Assets of a Guarantor.


A Guarantor may not sell
or otherwise dispose of all or substantially of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person), another Person, other than the Company or another Guarantor, unless:


 



 87















(1)                                  immediately
after giving effect to that transaction, no Event of Default shall have
occurred and be continuing; and


(2)                                  either
(a) the Person acquiring the property in any such sale or disposition or the
Person formed by or surviving any such consolidation or merger is organized or
existing under the laws of the United States, any state thereof or the District
of Columbia and assumes all the obligations of that Guarantor under this
Indenture and its Guarantee pursuant to a supplemental indenture satisfactory
to the Trustee; or (b) such sale or other disposition complies with Section
4.11, including the application of the Net Proceeds therefrom; and


(3)                                  the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, sale, lease or merger
complies with the foregoing clauses (1) and (2).


Notwithstanding the
foregoing, each Guarantor may consolidate with or merge into or sell its assets
to the Company or another Guarantor.


ARTICLE
11.


MISCELLANEOUS


Section
11.01.      [Intentionally Omitted]


Section
11.02.      Notices.


Any notice or
communication is duly given if in writing and delivered in person or sent by
first-class mail (registered or certified, return receipt requested),
telecopier or overnight air courier guaranteeing next-day delivery, addressed
as follows:


If to the Company:


OI European Group B.V.


Naritawag 165 Telestone 8


1043 BW Amsterdam


The Netherlands


Attention:  Treasurer


Telephone:  + 31 20 572 2305


Facsimile:   +
31 20 572 2650


 


with a copy to:


Owens-Illinois Group Inc.


One Michael Owens Way


Perrysburg, OH 43551


Attention:    Treasurer

Telephone:  (567) 336-5000


                



 88
 









If to the Trustee:


Law Debenture Trust Company of New York,


400 Madison Avenue, 4th Floor 

New York, NY 10017

Attention:  Patrick Healy

Telephone:  212-750-6474

Facsimile:   212-750-1361


If to the Transfer Agent, Luxembourg Listing Agent,
Luxembourg Paying Agent and Registrar:


Deutsche Bank Luxembourg , S.A.


2 Boulevard Konrad Adenauer


L-1115 Luxembourg


Luxembourg


Attention: Coupon Paying Department


Fax Number: + 352 473 136


If to the Principal Paying Agent and Transfer Agent:


Deutsche Bank AG, London Branch


Winchester House


1 Great Winchester Street


London EC2N 2DB


England


Attention: Trust & Securities Services


Fax
Number: + 44 20 7547 6149


The Company or the
Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications.


All notices and
communications (other than those sent to Holders) 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 receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next-day delivery.


Any notice or
communication to a Holder shall be mailed by first-class mail to his address
shown on the register kept by the Registrar. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.  If the
Company mails a notice or communication to Holders, it shall mail a copy to the
Trustee at the same time.


If a notice or
communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



 89
 









Section
11.03.      Communication by Holders with
Other Holders.


Holders may communicate
pursuant to TIA Section 312(b) with other Holders with respect to their rights
under this Indenture or the Notes. The Company, the Trustee, the Registrar and
anyone else shall have the protection of TIA Section 312(c).


Section
11.04.      Certificate and Opinion as to
Conditions Precedent.


Upon any request or
application by the Company to the Trustee or an Agent, as applicable, to take
any action under this Indenture, the Company shall furnish to the Trustee or
such Agent, as applicable:


(a)   an
Officers’ Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and


(b)   an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.


Section
11.05.      Statements Required in
Certificate or Opinion.


Each certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture (other than the certificate provided for in Section 4.04) shall
include:


(1)                                  a
statement that the Person making such certificate or opinion has read such
covenant or condition;


(2)                                  a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;


(3)                                  a
statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and


(4)                                  a
statement as to whether or not, in the opinion of such Person, such condition
or covenant has been complied with; provided,
however, that with respect to matters of fact an Opinion of Counsel
may rely on an officer’s certificate or certificates of public officials.


Section
11.06.      Rules by Trustee and Agents.


The Trustee as to Notes
may make reasonable rules for action by or at a meeting of Holders of
Notes.  The Registrar and any Paying
Agent or Authenticating Agent may make reasonable rules and set reasonable
requirements for their functions.



 90
 









Section
11.07.      Legal Holidays.


A “Legal Holiday” is a Saturday, a Sunday or
a day on which banking institutions in New York City, New York, London,
England, Toledo, Ohio or, if at any time the Notes shall be listed on the Luxembourg
Stock Exchange, Luxembourg are not required to be open. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
for the intervening period.


Section
11.08.      No Recourse Against Others.


A past, present or future
director, officer, employee, incorporator or stockholder, as such, of the
Company or any Guarantor, if any, or any successor corporation shall not have
any liability for any obligations of the Company or any Guarantor, if any,
under the Notes, this Indenture or any Guarantee, if any, or for any claim
based on, in respect of, or by reason of such obligations or their
creation.  Each Holder by accepting a
Note waives and releases all such liability. 
The waiver and release are part of the consideration of issuance of the
Notes.


Section
11.09.      Counterparts.


This Indenture may be
executed 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.


Section
11.10.      Governing Law.


This Indenture and the
Notes shall be governed by and construed in accordance with the laws of the
State of New York.


Section
11.11.      Severability.


In case any provision in
this Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


Section
11.12.      Effect of Headings, Table of
Contents, Etc.


The Article and Section
headings herein and the table of contents are for convenience only and shall
not affect the construction hereof.


Section
11.13.      Successors and Assigns.


All covenants and
agreements of the Company in this Indenture and the Notes shall bind its
successors and assigns.  All agreements
of the Trustee in this Indenture shall bind its successor.



 91
 









Section
11.14.      No Interpretation of Other
Agreements.


This Indenture may not be
used to interpret another indenture, loan or debt agreement of the Company or
any Subsidiary.  Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.


[SIGNATURE PAGES FOLLOW]


 



 92














 


IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed and all as of the date first above written.


	
  

  	
  OI EUROPEAN GROUP B.V.

  	 

	
   

  	
   

  	 

	
   

  	
  By: 

  	
   

  	 

	
   

  	
   

  	
  Name:

  	 

	
   

  	
   

  	
  Title:

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  On behalf of each entity named on the attached

  Annex A, in the capacity set forth for such entity

  on such Annex A

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
					












 


	
  

  	
  LAW DEBENTURE TRUST COMPANY OF

  NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 











 


	
  

  	
  DEUTSCHE BANK AG, acting through its

  London Branch, as Principal Paying Agent and

  Transfer Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  












 


	
  

  	
  DEUTSCHE BANK LUXEMBOURG S.A., as

  Luxembourg Transfer Agent, Listing Agent,

  Luxembourg Paying Agent and Registrar

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 
















 


ANNEX
A


 


	
  Name of Entity

  	
   

  	
  Title of Officer Executing on 

  Behalf of Such Entity

  
	
   

  	
   

  	
   

  
	
  ACI America Holdings Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Brockway Realty Corporation

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Brockway Research, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  NHW Auburn, LLC

  	
   

  	
  Senior Vice President and Secretary of its Sole
  Member

  
	
   

  	
   

  	
   

  
	
  OB Cal South Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI AID STS Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Auburn Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Australia Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Brazil Closure Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI California Containers Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Castalia STS Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Consol STS Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Europe & Asia Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI General Finance Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI General FTS Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  O-I Health Care Holding Corp.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  O-I Holding Company, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI International Holdings Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Levis Park STS Inc.

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
  OI Medical Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Plastic Products FTS Inc.

  	
   

  	
  Vice President and Secretary

  




 ANNEX A-1
 









 


	
  Name of Entity

  	
   

  	
  Title of Officer Executing on 

  Behalf of Such Entity

  
	
   

  	
   

  	
   

  
	
  OI Puerto Rico STS Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OIB Produvisa Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Overseas Finance Company

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Brockway Glass Container Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Brockway Glass Container Trading Company

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Brockway Packaging, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois Closure Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois General Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois Group, Inc.

  	
   

  	
  Vice President, Director of Finance and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois Healthcare Packaging Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois Prescription Products Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois Specialty Products Puerto Rico, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Product Design & Engineering, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Seagate, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Seagate II, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Seagate III, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Specialty Packaging Licensing Company

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Universal Materials, Inc.

  	
   

  	
  Vice President and Secretary

  



 


 



 ANNEX A-2















EXHIBIT A

FORM OF CERTIFICATE OF TRANSFER


OI European Group B.V.


c/o Owens-Illinois Group, Inc.


One Michael Owens Way,


Perrysburg, Ohio 43551


Attention:  Treasurer


Re: [ ]


(CUSIP/ISIN/COMMON CODE               )


Reference is hereby made to the
Indenture dated as of March     , 2007 among OI European
Group B.V., a private company with limited liability incorporated under the
laws of The Netherlands (the “Company”),
the Guarantors (as defined therein) and Law Debenture Trust Company of New
York, a New York Trust Company, as Trustee, Deutsche Bank AG, acting through
its London Branch, as Principal Paying Agent and Transfer Agent and Deutsche
Bank Luxembourg, S.A., as Transfer Agent, Luxembourg Listing Agent, Luxembourg
Paying Agent and Registrar.  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.


                           
(the “Transferor”) owns and
proposes to transfer the Note[s] or interest in such Note[s] specified in Annex
A hereto, in the principal amount of [$         ]
[€        ] in such Note[s] or
interests (the “Transfer”), to                     
(the “Transferee”), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:


[CHECK ALL THAT APPLY]


1.             o   Check if Transferee will
take delivery of a beneficial interest in a 144A Global Security or a
Definitive Security pursuant to Rule 144A. The Transfer is being
effected pursuant to and in accordance with Rule 144A under the United States
Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, the Transferor hereby further certifies
that the beneficial interest or Definitive Security is being transferred to a
Person that the Transferor reasonably believed and believes is purchasing the
beneficial interest or Definitive Security for its own account, or for one or
more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a “qualified institutional
buyer” within the meaning of Rule 144A in a transaction meeting, the
requirements of Rule 144A and such Transfer is in compliance with any
applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Security will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the 144A Global Security
and/or the Definitive Security and in the Indenture and the Securities Act.


2.             o   Check if Transferee
will take delivery of a beneficial interest in a Regulation S Global Security
or a Definitive Security pursuant to Regulation S. The Transfer is
being 



 A-1
 









effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an initial
purchaser). Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive
Security will be subject to the restrictions on Transfer enumerated in the
Private Placement Legend printed on the Regulation S Global Security and/or the
Definitive Security and in the Indenture and the Securities Act.


3.             o   Check and complete if
Transferee will take delivery of a beneficial interest in the Global Security
or a Definitive Security pursuant to any provision of the Securities Act other
than Rule 144A or Regulation S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Securities and Restricted Definitive Securities and pursuant
to and in accordance with the Securities Act and any applicable blue sky
securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):


(a)           o   such
Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act;


or


(b)           o   such
Transfer is being effected to the Company or a Subsidiary thereof;


or


(c)           o   such Transfer is being
effected pursuant to an effective registration statement under the Securities
Act and in compliance with the prospectus delivery requirements of the
Securities Act.


4.             o   Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Security or an Unrestricted Definitive Security.


(a)           o   Check if Transfer is pursuant to
Rule 144. (i) The Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the 



 A-2
 









terms of the Indenture,
the transferred beneficial interest or Definitive Security will no longer be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Securities, on Restricted Definitive
Securities and in the Indenture.


(b)           o   Check if Transfer is pursuant to Regulation S.
(i) The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Security will no longer be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Securities, on Restricted Definitive
Securities and in the Indenture.


(c)           o   Check if Transfer is pursuant to Other Exemption.  (i) The Transfer is being effected pursuant
to and in compliance with an exemption from the registration requirements of
the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance
with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any State of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities
Act. Upon consummation of the proposed Transfer in accordance with the terms of
the Indenture, the transferred beneficial interest or Definitive Security will
not be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Securities or Restricted
Definitive Securities and in the Indenture.


This certificate and the
statements contained herein are made for your benefit and the benefit of the
Company.


	
  

  	
   

  	
   

  
	
   

  	
  [Insert Name of Transferor]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


Dated:



 A-3
 









ANNEX A TO CERTIFICATE OF
TRANSFER


1.             The
Transferor owns and proposes to transfer the following:


[CHECK ONE]


(a)            ̈   a
beneficial interest in the:


(i)             ̈   144A
Global Security (CUSIP/ISIN/Common Code          ),
or


(ii)            ̈   Regulation
S Global Security (CUSIP/ISIN/Common Code          ),
or


(b)            ̈   a
Restricted Definitive Security.


2.             After the Transfer the Transferee
will hold:


[CHECK ONE]


(a)            ̈   a
beneficial interest in the:


(i)             ̈   144A
Global Security (CUSIP/ISIN/Common Code
         ), or


(ii)            ̈   Regulation
S Global Security (CUSIP/ISIN/Common Code          ),
or


(iii)           ̈   Unrestricted
Global Security (CUSIP/ISIN/Common Code
         ), or


(b)            ̈   a
Restricted Definitive Security; or


(c)           o   an
Unrestricted Definitive Security,


in accordance with the terms of the Indenture.



 A-4















EXHIBIT B


FORM OF CERTIFICATE OF
EXCHANGE


OI European Group B.V.


c/o Owens-Illinois Group, Inc.


One Michael Owens Way,


Perrysburg, Ohio 43551


Attention:  Treasurer


Re:  [Title of Security]


(CUSIP/ISIN/Common Code               )


Reference is hereby made to the
Indenture dated as of March     , 2007 among OI European
Group B.V., a private company with limited liability incorporated under the
laws of The Netherlands (the “Company”),
the Guarantors (as defined therein) and Law Debenture Trust Company of New York, a New York Trust Company, as
Trustee, Deutsche Bank AG, acting through its London Branch, as Principal
Paying Agent and Transfer Agent and Deutsche Bank Luxembourg, S.A., as Transfer
Agent, Luxembourg Listing Agent, Luxembourg Paying Agent and Registrar. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.


                                    
(the “Owner”) owns and proposes
to exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of [$        ] [€         ]
in such Note[s] or interests (the “Exchange”).
In connection with the Exchange, the Owner hereby certifies that:


1.             Exchange of Restricted Definitive Securities or
Beneficial Interests in a Restricted Global Security for Unrestricted
Definitive Securities or Beneficial Interests in an Unrestricted Global
Security


(a)            ̈   Check if Exchange is from
beneficial interest in a Restricted Global Security to beneficial interest in
an Unrestricted Global Security.  In
connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Security for a beneficial interest in an Unrestricted Global Security in
an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Securities and pursuant to and in accordance with the
United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Security is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.


(b)            ̈   Check If Exchange is from
Restricted Definitive Security to beneficial interest in an Unrestricted Global
Security.  In
connection with the Owner’s Exchange of a Restricted Definitive Security for a
beneficial interest in an Unrestricted Global Security, the 



 B-1
 









Owner
hereby certifies (i) the beneficial interest is being acquired for the Owner’s
own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive
Securities and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.


(c)           o   Check if Exchange is from
Restricted Definitive Security to Unrestricted Definitive Security.  In connection with the Owner’s Exchange of a
Restricted Definitive Security for an Unrestricted Definitive Security, the
Owner hereby certifies (i) the Unrestricted Definitive Security is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Definitive
Security is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.


2.             Exchange
of Restricted Definitive Securities for Restricted Definitive Securities or
Beneficial Interests in Restricted Global Securities


(a)           o   Check if Exchange is from
Restricted Definitive Security to beneficial interest in a Restricted Global
Security.  In
connection with the Exchange of the Owner’s Restricted Definitive Security for
a beneficial interest in the [CHECK ONE]          144A Global Security,           Regulation S Global Security with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner’s own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable
to the Restricted Global Securities and pursuant to and in accordance with the
Securities Act, and in compliance with any applicable blue sky securities laws
of any state of the United States.  Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Security and in the Indenture and the Securities Act.


This certificate and the
statements contained herein are made for your benefit and the benefit of the
Company.


 


	
  

  	
   

  	
   

  
	
   

  	
  [Insert Name of Owner]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


Dated:



 B-2















EXHIBIT C


FORM OF GUARANTEE


For value received, the
undersigned (including any successor Person under the Indenture) has, jointly
and severally, unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture dated as of March 14,
2007, as such Indenture may be supplemented or amended (the “Indenture”) by and among OI European Group
B.V. (the “Company”), the
Guarantors listed on the signature pages thereto, Law Debenture Trust Company
of New York, a New York Trust Company, as Trustee (“Trustee”),
Deutsche Bank AG, acting through its London Branch, as Principal Paying Agent
and Transfer Agent and Deutsche Bank Luxembourg, S.A., as Transfer Agent,
Luxembourg Listing Agent, Luxembourg Paying Agent and Registrar, (a) the due
and punctual payment of the Principal of and interest on the  Notes (as defined in the Indenture), whether
at Stated Maturity, by acceleration, redemption or otherwise, the due and
punctual payment of interest on overdue Principal and, to the extent permitted
by law, interest, and the due and punctual performance of all other obligations
of the Company to the Holders or the Trustee or any Agent all in accordance
with the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any  Notes or any of such
other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
Stated Maturity, by acceleration or otherwise. The obligations of the
undersigned to the Holders of such  Notes
and to the Trustee pursuant to this Guarantee and the Indenture are expressly
set forth in Article 10 of the Indenture and reference is hereby made to the
Indenture for the precise terms of this Guarantee.


The terms of the Indenture, including, without
limitation, Article 10 of the Indenture, are incorporated herein by reference.
Capitalized terms used herein shall have the meanings assigned to them in the
Indenture unless otherwise indicated.


 


	
  

  	
  [Name of Guarantor]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 C-1















EXHIBIT D-1


[FORM OF NOTE]


 [Insert the Global Security Legend, if
applicable pursuant to the provisions of the Indenture]


[Insert the Private
Placement Legend, if applicable pursuant to the provisions of the Indenture]


OI EUROPEAN GROUP B.V.


6 7/8% SENIOR NOTES DUE 2017


Number:                                                                            ISIN
                                                                                     €                   


Common Code
No.                        


OI EUROPEAN GROUP B.V., a private company with limited
liability incorporated under the laws of The Netherlands (the “Company”), for
value received, hereby promises to pay to BT Globenet Nominees Limited, as
nominee of Deutsche Bank AG, acting through its London Branch, as Common
Depositary for Euroclear Bank S.A./N.V. and Clearstream Banking S.A., or
registered assigns, the principal sum of
                                                         on
September 30, 2017.


Interest Payment Dates:  March 31 and September 30, commencing
September 30, 2007.


Record Dates: 
March 15 and September 15.


Additional provisions of this Note are set forth below
following the signatures of the authorized officers of the Company.



 D1-1
 









IN WITNESS WHEREOF, the Company has caused this Note
to be signed manually or by facsimile by its duly authorized officers.


	
  

  	
  OI EUROPEAN GROUP B.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


	
  Dated: 

  	
   

  	
   

  
	
   

  
	
  TRUSTEE’S CERTIFICATE OF AUTHENTICATION

  
	
   

  
	
  This is one of the Notes referred to in the
  within-mentioned Indenture.

  
	
   

  
	
  Law Debenture Trust Company of New York, as Trustee

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
				




 D1-2
 









OI EUROPEAN GROUP B.V.


6 7/8% SENIOR NOTES DUE 2017


Capitalized terms used herein shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.


1.             Interest


OI EUROPEAN GROUP B.V., a private company with limited
liability incorporated under the laws of The Netherlands (such entity, and its
successors and assigns under the Indenture hereinafter referred to, being
herein called the “Company”),
promises to pay interest on the principal amount of this Note at the rate per
annum shown above.  Interest on this Note
shall accrue from March 14, 2007 or from the most recent interest payment date
to which interest has been paid or provided for, as the case may be; interest
and Additional Interest on this Note shall be payable semi-annually on March 31
and September 30 of each year until maturity, or, if such day is not a Business
Day, on the next succeeding Business Day (each, an “Interest Payment Date”), commencing on September 30, 2007;
and interest on this Note shall be payable to holders of record on the March 15
or September 15 immediately preceding the applicable Interest Payment
Date.  Interest will be computed on the
basis of a 360-day year of twelve 30-day months.  The Company shall pay defaulted interest on
overdue interest, plus (to the extent lawful) any interest payable on the
defaulted interest, as provided in Section 2.11 of the Indenture.


2.             Method
of Payment


The Company will pay interest on this Note (except
defaulted interest) to the Persons who are holders (“Holders”) of record in the note register of the Company (the
“Register”) of this Note at the close of business on the March 15 or September
15 (each, a “Record Date”) next
preceding the Interest Payment Date, in each case even if the Note is cancelled
solely by virtue of registration of transfer or registration of exchange after
such Record Date.  The Company will pay
Principal and interest in euros or any successor currency that at the time of
payment is legal tender for payment of public and private debts.  Principal of and interest on this Note will
be payable, and this Note may be exchanged or transferred, at the office or
agency of the Company in London, England (which initially will be the Principal
Paying Agent; provided that, at
the option of the Company, payment of interest may be made by check mailed to
the address of each Holder as such address appears in the Register; provided further that payment by wire
transfer of immediately available funds will be required with respect to
Principal of and interest on, all Global Notes and all other Notes the Holders
of which will have provided wire transfer instructions to the Company or the
Principal Paying Agent.  Such payment
will be in euros or any successor currency that at the time of payment is legal
tender for payment of public and private debts.


3.             Paying Agent and Registrar


Initially, Deutsche Bank AG, acting through its London
Branch, will act as Principal Paying Agent and Transfer Agent (“Principal
Paying Agent and Transfer Agent”). 
Deutsche Bank Luxembourg S.A. will act as Luxembourg Transfer Agent,
Listing Agent, Paying



 D1-3
 









Agent and Registrar (“Luxembourg Transfer Agent,
Listing Agent, Paying Agent and Registrar”). The Company may appoint and change
any Paying Agent, Registrar or co-Registrar without notice to any Holder.  The Company or any of its Affiliates may act
as Paying Agent, Registrar or co-Registrar.


4.             Indenture


The Company issued this Note under an Indenture dated
as of March 14, 2007 among the Company, the Guarantors, Law Debenture Trust
Company of New York, as Trustee, the Principal Paying Agent and Transfer Agent
and the Luxembourg Transfer Agent, Listing Agent, Paying Agent and Registrar
(the “Indenture”).  This Note is a series
designated as the “6 7/8% Senior Notes due 2017” of the Company.  The Company may issue additional Notes of
this series after this Note has been issued. 
This Note and any additional Notes of this series subsequently issued
under the Indenture shall be treated as a single series for all purposes under
the Indenture, including, without limitation, waivers, amendments, redemptions
and offers to purchase.  The terms of
this Note include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§
77aaa-77bbbb), as amended (the “TIA”).  This Note is subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of those
terms.  Any conflict between the terms of
this Note and the Indenture will be governed by the Indenture.


5.             Additional Amounts


All payments made by the Company under or with respect
to a Note or by a Guarantor under or with respect to a Guarantee will be made
free and clear of and without withholding or deduction for or on account of any
present or future tax, duty, levy, impost, assessment or other governmental
charge (including penalties, interest and other liabilities related thereto)
(hereinafter, “Taxes”) imposed or
levied by or on behalf of the government of The Netherlands or any other
jurisdiction in which the Company or any Guarantor is organized or is a
resident for tax purposes or within or through which payment is made or any
political subdivision or taxing authority or agency thereof or therein (any of
the aforementioned being a “Taxing
Jurisdiction”), unless the Company or such Guarantor is required to
withhold or deduct any such Taxes by law or by the interpretation or
administration thereof.


If the Company or any Guarantor is so required to
withhold or deduct any amount for or on account of Taxes from any payment made
under or with respect to a Note or a Guarantee of such Guarantor, the Company
or such Guarantor, as applicable, will pay such additional amounts (“Additional Amounts”) as may be necessary
so that the net amount received by the Holder of such Note (including
Additional Amounts) after such withholding or deduction of such Taxes will not
be less than the amount such Holder would have received if such Taxes had not
been required to be withheld or deducted; provided,
however, that notwithstanding the
foregoing, Additional Amounts will not be paid with respect to:


(1) any Taxes that would not have been so imposed,
deducted or withheld but for the existence of any present or former connection
between the Holder or beneficial owner



 D1-4
 









of a Note (or between a fiduciary,
settlor, beneficiary, member or shareholder of, or possessor of power over, the
Holder or beneficial owner of such Note, if the Holder or beneficial owner is
an estate, nominee, trust, partnership or corporation) and the relevant Taxing
Jurisdiction (other than the mere receipt of such payment or the ownership or
holding of or the execution, delivery, registration or enforcement of such
Note);


(2) subject to the
last paragraph of this section, any estate, inheritance, gift, sales, excise,
transfer or personal property tax or similar tax, assessment or governmental
charge;


(3) any Taxes payable otherwise than by deduction
or withholding from payments under or with respect to such Note or Guarantee;


(4) any Taxes that would not have been so imposed,
deducted or withheld if the Holder or beneficial owner of the Note or
beneficial owner of any payment on such Note had (i) made a declaration of
nonresidence, or any other claim or filing for exemption, to which it is
entitled or (ii) complied with any certification, identification, information,
documentation or other reporting requirement concerning the nationality,
residence, identity or connection with the relevant Taxing Jurisdiction of such
Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of
nonresidence or other claim or filing for exemption or such compliance is
required by the applicable law of the Taxing Jurisdiction as a precondition to
exemption from, or reduction in the rate of the imposition, deduction or
withholding of, such Taxes and (y) at least 30 days prior to the first payment
date with respect to which such declaration of non-residence or other claim or
filing for exemption or such compliance is required under the applicable law of
the Taxing Jurisdiction, the relevant Holder at that time has been notified by
the Company, any Guarantor or any other person through whom payment may be made
that a declaration of non-residence or other claim or filing for exemption or
such compliance is required to be  made);


(5) any Taxes that
would not have been so imposed, deducted or withheld if the beneficiary of the
payment had presented the Note for payment within 30 days after the date on
which such payment or such Note became due and payable or the date on which
payment thereof is duly provided for, whichever is later (except to the extent
that the Holder would have been entitled to Additional Amounts had the Note
been presented on the last day of such 30-day period);


(6) any payment
under or with respect to a Note to any Holder that is a fiduciary or
partnership or any person other than the sole beneficial owner of such payment
or Note, to the extent that a beneficiary or settlor with respect to such
fiduciary, a member of such a partnership or the beneficial owner of such
payment or Note would not have been entitled to the Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the actual Holder of such
Note;



 D1-5
 









(7) any Taxes
imposed on a payment to an individual and required to be made pursuant to
European Council Directive 2003/48/EC (the “Directive”)
or any law implementing or complying with, or introduced in order to conform
to, the Directive;


(8)  any Note presented
for payment by, or on behalf of, a Holder who would have been able to avoid
such Taxes by presenting the relevant note to another Paying Agent in a Member
State of the European Union; or


(9)    any combination of items (1) through
(8) above.


The foregoing provisions shall survive for a period no
longer than 60 days following any termination or discharge of the Indenture and
shall apply mutatis mutandis to
any Taxing Jurisdiction with respect to any successor Person to the Company or
a Guarantor.


The Company or the applicable Guarantor will also make
any applicable withholding or deduction and remit the full amount deducted or
withheld to the relevant authority in accordance with applicable law.  The Company or the applicable Guarantor will
furnish to the Trustee, within 30 days after the date the payment of any Taxes
deducted or withheld is due pursuant to applicable law, certified copies of tax
receipts or, if such tax receipts are not reasonably available to the Company
or such Guarantor, such other documentation that provides reasonable evidence
of such payment by the Company or such Guarantor. Copies of such receipts or
other documentation will be made available to the Holders or the Paying Agent,
as applicable, upon request.


At least 15 days prior to each date on which any
payment under or with respect to any Notes is due and payable, unless such
obligation to pay Additional Amounts arises after the 30th day prior to such
date, in which case it shall be promptly delivered thereafter, if the Company
or any Guarantor will be obligated to pay Additional Amounts with respect to
such payment, the Company or such Guarantor will deliver to the Trustee and the
Paying Agent an Officers’ Certificate stating the fact that such Additional
Amounts will be payable and the amounts so payable and will set forth such
other information necessary to enable such Trustee and Paying Agent to pay such
Additional Amounts to Holders of such Notes on the payment date. Each Officers’
Certificate shall be relied upon until receipt of a further Officers’
Certificate addressing such matters.


Whenever in the Indenture there is mentioned, in any
context, the payment of principal, premium, if any, interest or of any other
amount payable under or with respect to any Note, such mention shall be deemed
to include mention of the payment of Additional Amounts to the extent that, in
such context, Additional Amounts are, were or would be payable in respect
thereof.


The Company and the Guarantors will pay any present or
future stamp, court or documentary taxes or any other excise or property taxes,
charges or similar levies that arise in any jurisdiction from the execution,
delivery, enforcement or registration of the Notes, the Indenture or any other
document or instrument in relation thereto, excluding all such taxes, charges
or similar levies imposed by any jurisdiction outside any jurisdiction in which
the Company or any Guarantor or any successor Person is organized or resident
for tax purposes or



 D1-6
 









any jurisdiction in which a Paying Agent is located,
other than those resulting from, or required to be paid in connection with, the
enforcement of the Notes, the Guarantee or any other such document or
instrument following the occurrence of any Event of Default with respect to the
Notes.  The Company and the Guarantors
agree to indemnify the Holders of the Notes for any such non-excluded taxes
paid by such Holders.


6.             Optional
Redemption


Except as described below, this Note shall not be
redeemable at the Company’s option prior to March 31, 2012.


On or after March 31, 2012, the Company may redeem all
or a part of this Note upon not less than 10 nor more than 60 days’ notice, at
the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest and Additional Interest, if any,
thereon, to the applicable redemption date, if redeemed during the twelve-month
period beginning on September 30 of the years indicated below:




	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2012

  	
   

  	
  103.438

  	
  %

  
	
  2013

  	
   

  	
  102.292

  	
  %

  
	
  2014

  	
   

  	
  101.146

  	
  %

  
	
  2015 and thereafter

  	
   

  	
  100.000

  	
  %

  






 


At any time prior to March 31, 2010, the Company may
redeem on any one or more occasions up to 40% of the aggregate principal amount
of the  Notes (calculated after giving
effect to any issuance of Additional 
Notes) issued under the Indenture at a redemption price of 106.875% of
the principal amount thereof, plus accrued and unpaid interest to the
redemption date, with the net cash proceeds of one or more Equity Offerings by
OI Inc. to the extent the net cash proceeds thereof are contributed to the
Company or used to purchase from the Company Capital Stock (other than
Disqualified Stock) of the Company; provided
that: (1) at least 60% of the aggregate principal amount of  Notes (calculated after giving effect to any
issuance of Additional  Notes) issued
under the Indenture remains outstanding immediately after the occurrence of
such redemption (excluding Notes held by OI Inc. and its Subsidiaries); and (2)
the redemption must occur within 60 days of the date of the closing of such
Equity Offering.


At any time prior to March 31, 2012, the Company may
also redeem all or a part of the  Notes,
upon not less than 10 nor more than 60 days’ prior notice mailed by first-class
mail to each Holder’s registered address, at a redemption price equal to 100%
of the principal amount of  Notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest to,
the date of redemption (subject to the right of Holders of record on the
relevant record date to receive interest due on the  Notes on the relevant interest payment date).


7.             Redemption of Notes for Changes in Withholding Taxes


The Company may, at its
option, redeem all, but not less than all, of the then outstanding Notes, at
any time upon giving not less than 15 nor more than 60 days’ notice to the
holders of the



 D1-7
 









Notes (which notice will
be irrevocable), at a redemption price equal to 100% of the principal amount of
the Notes, plus accrued and unpaid interest thereon to the redemption date.
This redemption applies only if as a result of any amendment to, or change in,
the laws or treaties (including any rulings or regulations promulgated
thereunder) of The Netherlands or any other jurisdiction in which the Company
or any Guarantor of such Notes is organized or is a resident for tax purposes
or within or through which payment is made or any political subdivision or
taxing authority or agency thereof or therein (or, in the case of Additional
Amounts payable by a successor Person to the Company or a Guarantor of such
Notes, of the jurisdiction in which such successor Person is organized or is a
resident for tax purposes or any political subdivision or taxing authority or
agency thereof or therein) or any amendment to or change in any official
position concerning the interpretation, administration or application of such
laws, treaties, rulings or regulations (including a holding by a court of
competent jurisdiction), which amendment or change is effective on or after the
Issue Date (or, in the case of Additional Amounts payable by a successor Person
to the Company or a Guarantor of such Notes, the date on which such successor
Person became such pursuant to applicable provisions of the Indenture), the
Company or a Guarantor of such Notes has become or will become obligated to pay
Additional Amounts in accordance with Section 3.07 of the Indenture on the next
date on which any amount would be payable with respect to such Notes and the
Company or such Guarantor determines in good faith that such obligation cannot
be avoided (including, without limitation, by changing the jurisdiction from
which or through which payment is made) by the use of reasonable measures
available to the Company or such Guarantor.


No such notice of
redemption may be given earlier than 60 days prior to the earliest date on
which the Company or a Guarantor of such Notes would be obligated to pay such
Additional Amounts were a payment in respect of such Notes then due or later
than 180 days after such amendment or change referred to in the preceding
paragraph. At the time such notice of redemption is given, such obligation to
pay such Additional Amounts must remain in effect. Immediately prior to the
mailing of any notice of redemption described above, the Company shall deliver
to the Trustee (i) an Officers’ Certificate and (ii) an Opinion of Counsel.


8.             Mandatory
Redemption


The Company shall not be required to make mandatory
redemption or sinking fund payments with respect to this Note.


9.             Repurchase
at the Option of Holder


If a Change of Control occurs, unless the Company has
exercised its right to redeem the Notes pursuant to the terms of the Indenture,
each Holder of this Note will have the right to require the Company to
repurchase all or any part (equal to €50,000 or an integral multiple of €1,000)
of that Holder’s Notes pursuant to a Change of Control Offer on the terms set
forth in the Indenture.  If OI Group or a
Restricted Subsidiary consummates any Asset Sales, when the aggregate amount of
Excess Proceeds exceeds $25.0 million, the Company will be required to make an
offer (an “Asset Sale Offer”) to
all Holders of this Note and all Holders of other Indebtedness that is pari passu with this Note containing
provisions similar to those set forth in the Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets to purchase the
maximum principal amount of this Note and such other pari passu



 D1-8
 









Indebtedness that may be purchased out of the Excess
Proceeds on the terms, in accordance with the procedures and subject to the
limitations set forth in the Indenture and such other pari pass Indebtedness.


10.           Notice
of Redemption


Notice of redemption shall be mailed by first class
mail at least 10 days but not more than 60 days before the redemption date to
each Holder of this Note to be redeemed. Notices of redemption shall not be
conditional.  Denominations of this Note
larger than  €1,000 may be redeemed in
part.  If this Note is to be redeemed in
part only, the notice of redemption that relates to that portion to be redeemed
shall state the portion of the principal amount thereof to be redeemed. A new
Note in principal amount equal to the unredeemed portion of the original Note
shall be issued in the name of the Holder thereof upon cancellation of the
original Note.  On and after the
redemption date, interest ceases to accrue on the Note or portions thereof
called for redemption.


11.           Denominations; Transfer; Exchange


The Note is in registered form, without coupons, in
denominations of €50,000 of principal amount and integral multiples of  €1,000. 
A Holder may transfer or exchange the Note in accordance with the
Indenture.  No service charge will be
made for any registration of transfer or exchange of Notes, but the Company may
require the payment of a sum sufficient to cover any transfer tax or other
similar governmental charge payable in connection therewith, subject to and as
permitted by the Indenture.


12.           Persons
Deemed Owners


The registered Holder of this Note may be treated as
the owner of it for all purposes.


13.           Repayment
to Company


The Trustee and the Paying Agent shall pay to the
Company upon the Company’s request any money held by them for the payment of
Principal or interest that remains unclaimed for two years after the date upon
which such payment shall have become due. 
After payment to the Company, Holders entitled to the money must look to
the Company for payment as general creditors unless an applicable abandoned
property law designates another Person.


14.           Discharge
and Defeasance


Subject to certain conditions, the Company at any time
may terminate some or all of its obligations under this Note and the Indenture
if the Company deposits with the Trustee money and/or Government Securities for
the payment of Principal and interest on this Note to Maturity.



 D1-9
 









15.           Defaults
and Remedies


Under the Indenture, Events of Default include: (1)
defaults in the payment of interest on the Notes when the same becomes due and
payable and the default continues for a period of 30 days; (2) defaults in the
payment of the Principal of the Notes when the same becomes due and payable at
maturity, upon redemption or otherwise; (3) failure by OI Group or any of its
Restricted Subsidiaries for 60 days after notice to comply with any of the
other agreements in the Indenture, the Notes and the Guarantees of the Notes
(with respect to any Guarantor); (4) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by OI Group or any Restricted
Subsidiary (or the payment of which is guaranteed by OI Group or any of its
Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or
is created after the Issue Date, if that default: (a) is caused by a failure to
pay principal of, or interest or premium, if any, on such Indebtedness prior to
the expiration of the grace period provided in such Indebtedness on the date of
such default (a “Payment Default”);
or (b) results in the acceleration of such Indebtedness prior to its express
maturity; provided, that an Event
of Default shall not be deemed to occur with respect to any such accelerated
Indebtedness which is repaid or prepaid within 20 Business Days after such
declaration; and, in any individual case, the principal amount of any such
Indebtedness is equal to or in excess of $50.0 million, or such Indebtedness
together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $100.0 million or more; (5) any final judgment or order
for payment of money in excess of $50.0 million in any individual case and
$100.0 million in the aggregate at any time shall be rendered against OI Group
or any of its Restricted Subsidiaries and such judgment shall not have been
paid, discharged or stayed for a period of 60 days; (6) except as permitted by
the Indenture, any Guarantee of the Notes shall be held in any judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be
in full force and effect or any Guarantor, or any Person acting on behalf of
any Guarantor, shall deny or disaffirm its obligations under its Guarantee of
the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group
pursuant to or within the meaning of any Bankruptcy Law: (a) commences a
voluntary case; (b) consents to the entry of an order for relief against it in
an involuntary case; (c) consents to the appointment of a Custodian of it or
for all or substantially all of its property; (d) makes a general assignment
for the benefit of its creditors; or (e) admits in writing its inability
generally to pay its debts as the same become due; (8) a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is
for relief against the Company, OI Group or any Significant Subsidiary of OI
Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group
or any Significant Subsidiary of OI Group or for all or substantially all of
such entity’s property; or (c) orders the liquidation of the Company, OI Group
or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and
(c), the order or decree remains unstayed and in effect for 60 days; and (9)
failure by OI Group or any of its Restricted Subsidiaries to comply with the
provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture.


If an Event of Default other than an Event or Default
specified in clauses (7) and (8) of the preceding paragraph occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least
25% in principal amount of the then outstanding Notes by notice to the Company
and the Trustee, as provided in the Indenture, may declare the unpaid Principal
of and any accrued and unpaid interest on the Notes to be due and payable
immediately.  Upon such declaration the
Principal (or such lesser amount) and interest shall be due and payable
immediately.  At any time after a
declaration of acceleration with respect to the Notes has been



 D1-10
 









made, the Holders of a majority in principal amount of
the then outstanding Notes may, under certain circumstances, rescind such
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default with respect to the
Notes have been cured or waived except nonpayment of Principal or interest that
has become due solely because of the acceleration.


Subject to the duty of the Trustee during an Event of
Default to act with the required standard of care, the Trustee is under no
obligation to exercise any of its rights or powers under the Indenture at the
request of any Holder of this Note, unless such Holder shall have offered to
the Trustee security and indemnity satisfactory to it against any loss,
liability or expense.  Subject to certain
provisions, including those requiring security or indemnification of the
Trustee, the Holders of a majority in principal amount of the outstanding Notes
have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, with respect to
this Note.


16.           Supplements,
Amendments and Waivers


Subject to certain exceptions, the Indenture, the
Notes or the Guarantees of the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the Notes
then outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Notes), and any
existing default or compliance with any provision of the Indenture, the Notes
or the Guarantees of the Notes may be waived with the consent of the Holders of
a majority in principal amount of the then outstanding Notes (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes). 
The Company and the Trustee may amend or supplement the Indenture, the
Notes and the Guarantees of the Notes without notice to or the consent of any
holder of Notes in certain circumstances described in the Indenture.


17.           Trustee
Dealings with the Company


The Trustee, in its individual or any other capacity,
may become the owner or pledgee of Notes and may otherwise deal with the
Company or its Affiliates, with the same rights as if it were not the Trustee;
however, if it acquires any conflicting interest as defined in the TIA it must
eliminate such conflict within 90 days or resign.


18.           No
Recourse Against Others


A past, present or future director, officer, employee,
incorporator or stockholder, as such, of the Company or any Guarantor, if any,
or any successor corporation shall not have any liability for any obligations
of the Company or any Guarantor under the Notes, the Indenture, the Guarantees
of the Notes or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.


19.           Guarantees


This Note will be entitled to the benefits of certain
Guarantees made for the benefit of the Holders. Reference is hereby made to the
Indenture for a statement of the



 D1-11
 









respective rights, limitations of rights, duties and
obligations thereunder of the Guarantors, the Trustee and the Holders.


20.           Governing Law


THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


21.           Authentication


This Note shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually signs the
certificate of authentication hereon.


22.           Abbreviations


Customary abbreviations
may be used in the name of a Holder or an assignee, such as TEN COM (=tenants
in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
rights of survivorship and not as tenants in common), CUST (=custodian), and
U/G/M/A (=Uniform Gift to Minors Act).


23.           Common Code and ISIN Numbers


Pursuant to a recommendation promulgated by the
Committee on Uniform Note Identification Procedures, the Company has caused
Common Code and ISIN numbers to be printed on the Notes, and the Trustee may
use Common Code and ISIN numbers in notices as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice and
reliance may be placed only on the other identification numbers placed thereon.


The Company will furnish to any Holder upon written
request and without charge to the Holder a copy of the Indenture.  Such requests may be addressed to:


	
   

  	
  OI European Group B.V.

  
	
   

  	
  Naritawag 165 Telestone 8

  
	
   

  	
  1043 BW Amsterdam

  
	
   

  	
  The Netherlands

  
	
   

  	
  Attention: Investor Relations

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
  Owens-Illinois Group, Inc.

  
	
   

  	
  One Michael Owens Way

  
	
   

  	
  Perrysburg, Ohio 43551

  
	
   

  	
  Attention: Investor Relations

  



 



 D1-12















 


ASSIGNMENT FORM


To assign this Note, fill in the form below:


I or we assign and
transfer this Note to:


	
  

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  [Print or type assignee’s name, address and zip code]

  
	
   

  
	
   

  
	
   

  
	
  [Insert
  assignee’s soc. sec. or tax I.D. No.]

  
	
   

  
	
  and irrevocably appoint

  
	
   

  
	
   

  
	
  [Print
  or type agent’s name]

  
	
   

  
	
   

  
	
  agent to transfer this Note on the books of the
  Company. The agent may substitute another to act for him.

  
	
   

  
	
   

  
	
   

  
	
   

  



 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  
	
   

  	
   

  



 


	
  SIGNATURE GUARANTEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Participant in a Recognized Signature 

  Guarantee Medallion Program

  	
   

  



 


 



 D1-13
 









OPTION OF HOLDER TO ELECT
PURCHASE


If you want to elect to have this Note purchased by
the Company pursuant to Section 4.10 or 4.11 of the Indenture, check the box
below:


o    Section 4.10                    o   Section
4.11


If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.10 or Section 4.11 of the
Indenture, state the amount you elect to have purchased:          €                           


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Tax Identification No:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNATURE GUARANTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Participant in a Recognized Signature 

  Guarantee Medallion Program

  	
   

  	
   

  



 



 D1-14
 









 


SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE


The following exchanges of a part of this Global Note
for an interest in another Global Note or for a Definitive Note, or exchanges
of a part of another Global Note or Definitive Note for an interest in this
Global Note, have been made:


	
  Date of Exchange

  	
   

  	
  Amount of decrease

  in Principal Amount 

  of this Global Note

  	
   

  	
  Amount of increase

  in Principal Amount 

  of this Global Note

  	
   

  	
  Principal Amount of

  this Global Note

  following such

  decrease (or increase)

  	
   

  	
  Signature of authorized 

  signatory of Trustee
  or Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 D1-15















 


EXHIBIT D-2

[FORM OF REGULATION S TEMPORARY GLOBAL NOTE]


[Insert the Global
Security Legend, if applicable pursuant to the provisions of the Indenture]


[Insert the Private
Placement Legend, if applicable pursuant to the provisions of the Indenture]


[Insert the
Regulation S Temporary Global Security Legend]


OI EUROPEAN GROUP B.V.


6 7/8% SENIOR NOTES DUE 2017




	
  Number: 

  	
   

  	
   

  	
  ISIN 

  	
   

  	
   

  	
   

  	
  €

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Common Code No. 

  	
   

  	
   

  	
   

  
												






 


OI EUROPEAN GROUP B.V., a private company with limited
liability incorporated under the laws of The Netherlands (the “Company”), for
value received, hereby promises to pay to BT Globenet Nominees Limited, as
nominee of Deutsche Bank AG, acting through its London Branch, as Common
Depositary for Euroclear Bank S.A./N.V. and Clearstream Banking S.A., or
registered assigns, the principal sum of                                              
on September 30, 2014.


Interest Payment Dates:  March 31 and September 30, commencing
September 30, 2007.


Record Dates: 
March 15 and September 15.


Additional provisions of this Note are set forth below
following the signatures of the authorized officers of the Company.



 D2-1
 









 


IN WITNESS WHEREOF, the Company has caused this Note
to be signed manually or by facsimile by its duly authorized officers.


	
  

  	
  OI EUROPEAN GROUP B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Dated: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUSTEE’S CERTIFICATE OF AUTHENTICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  This is one of the Notes referred to in the
  within-mentioned Indenture.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Law Debenture Trust Company of New York, as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
							



 


 



 D2-2
 









 


OI EUROPEAN GROUP B.V.


6 7/8% SENIOR NOTES DUE 2017


Capitalized terms used herein shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.


1.             Interest


OI EUROPEAN GROUP B.V., a private company with limited
liability incorporated under the laws of The Netherlands (such entity, and its
successors and assigns under the Indenture hereinafter referred to, being
herein called the “Company”),
promises to pay interest on the principal amount of this Note at the rate per
annum shown above and shall pay the Additional Interest payable.  Interest on this Note shall accrue from March
14, 2007 or from the most recent interest payment date to which interest has
been paid or provided for, as the case may be; interest and Additional Interest
on this Note shall be payable semi-annually on March 31 and September 30 of
each year until maturity, or, if such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest
Payment Date”), commencing on September 30, 2007; and interest on
this Note shall be payable to holders of record on the March 15 or September 15
immediately preceding the applicable Interest Payment Date.  Interest will be computed on the basis of a
360-day year of twelve 30-day months. 
The Company shall pay defaulted interest on overdue interest, plus (to
the extent lawful) any interest payable on the defaulted interest, as provided
in Section 2.11 of the Indenture.


Until this Regulation S Temporary Global Note is
exchanged for one or more Regulation S Permanent Global Notes, the Holder
hereof shall not be entitled to receive payments of interest hereon; until so
exchanged in full, this Regulation S Temporary Global Note shall in all other
respects be entitled to the same benefits as other Notes under the Indenture.


2.             Method
of Payment


The Company will pay interest on this Note (except
defaulted interest) to the Persons who are holders (“Holders”) of record in the note register of the Company (the
“Register”) of this Note at the
close of business on the March 15 or September 15 (each, a “Record Date”) next preceding the Interest
Payment Date, in each case even if the Note is cancelled solely by virtue of
registration of transfer or registration of exchange after such Record
Date.  The Company will pay Principal and
interest in euros or any successor currency that at the time of payment is
legal tender for payment of public and private debts.  Principal of and interest on this Note will
be payable, and this Note may be exchanged or transferred, at the office or
agency of the Company in London, England (which initially will be the Principal
Paying Agent; provided that, at
the option of the Company, payment of interest may be made by check mailed to
the address of each Holder as such address appears in the Register; provided further that payment by wire
transfer of immediately available funds will be required with respect to
Principal of and interest on, all Global Notes and all other Notes the Holders
of which will have provided wire transfer instructions to the Company or the  Principal Paying Agent.  Such 



 D2-3
 









 


payment will be in euros or any successor currency
that at the time of payment is legal tender for payment of public and private
debts.


3.             Paying Agent, Transfer Agent, Listing Agent and
Registrar


Initially, Deutsche Bank AG, acting through its London
Branch, will act as Principal Paying Agent and Transfer Agent (“Principal
Paying Agent and Transfer Agent”). 
Deutsche Bank Luxembourg S.A. will act as Luxembourg Transfer Agent,
Listing Agent, Paying Agent and Registrar (“Luxembourg Transfer Agent, Listing
Agent, Paying Agent and Registrar”). The Company may appoint and change any
Paying Agent, Registrar or co-Registrar without notice to any Holder.  The Company or any of its Affiliates may act
as Paying Agent, Registrar or co-Registrar.


4.             Indenture


The Company issued this Note under an Indenture dated
as of March 14, 2007 among the Company, the Guarantors, Law Debenture Trust
Company of New York, as Trustee, the Principal Paying Agent and Transfer Agent
and the Luxembourg Transfer Agent, Listing Agent, Paying Agent and Registrar
(the “Indenture”).  This Note is a series
designated as the “6 7/8% Senior Notes due 2017” of the Company.  The Company may issue additional Notes of
this series after this Note has been issued. 
This Note and any additional Notes of this series subsequently issued
under the Indenture shall be treated as a single series for all purposes under
the Indenture, including, without limitation, waivers, amendments, redemptions
and offers to purchase.  The terms of
this Note include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§
77aaa-77bbbb), as amended (the “TIA”).  This Note is subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of those
terms.  Any conflict between the terms of
this Note and the Indenture will be governed by the Indenture.


5.             Additional Amounts


All payments made by the Company under or with respect
to a Note or by a Guarantor under or with respect to a Guarantee will be made
free and clear of and without withholding or deduction for or on account of any
present or future tax, duty, levy, impost, assessment or other governmental
charge (including penalties, interest and other liabilities related thereto)
(hereinafter, “Taxes”) imposed or
levied by or on behalf of the government of The Netherlands or any other
jurisdiction in which the Company or any Guarantor is organized or is a
resident for tax purposes or within or through which payment is made or any
political subdivision or taxing authority or agency thereof or therein (any of
the aforementioned being a “Taxing
Jurisdiction”), unless the Company or such Guarantor is required to
withhold or deduct any such Taxes by law or by the interpretation or
administration thereof.


If the Company or any Guarantor is so required to
withhold or deduct any amount for or on account of Taxes from any payment made
under or with respect to a Note or a Guarantee of such Guarantor, the Company
or such Guarantor, as applicable, will pay such additional amounts (“Additional Amounts”) as may be necessary
so that the net amount received 



 D2-4
 









 


by the Holder of such Note (including Additional
Amounts) after such withholding or deduction of such Taxes will not be less
than the amount such Holder would have received if such Taxes had not been
required to be withheld or deducted; provided,
however, that notwithstanding the
foregoing, Additional Amounts will not be paid with respect to:


(1) any Taxes that would not have been so imposed,
deducted or withheld but for the existence of any present or former connection
between the Holder or beneficial owner of a Note (or between a fiduciary,
settlor, beneficiary, member or shareholder of, or possessor of power over, the
Holder or beneficial owner of such Note, if the Holder or beneficial owner is
an estate, nominee, trust, partnership or corporation) and the relevant Taxing
Jurisdiction (other than the mere receipt of such payment or the ownership or
holding of or the execution, delivery, registration or enforcement of such
Note);


(2) subject to the
last paragraph of this section, any estate, inheritance, gift, sales, excise,
transfer or personal property tax or similar tax, assessment or governmental
charge;


(3) any Taxes payable otherwise than by deduction
or withholding from payments under or with respect to such Note or Guarantee;


(4) any Taxes that would not have been so imposed,
deducted or withheld if the Holder or beneficial owner of the Note or
beneficial owner of any payment on such Note had (i) made a declaration of
nonresidence, or any other claim or filing for exemption, to which it is
entitled or (ii) complied with any certification, identification, information,
documentation or other reporting requirement concerning the nationality,
residence, identity or connection with the relevant Taxing Jurisdiction of such
Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of
nonresidence or other claim or filing for exemption or such compliance is
required by the applicable law of the Taxing Jurisdiction as a precondition to
exemption from, or reduction in the rate of the imposition, deduction or
withholding of, such Taxes and (y) at least 30 days prior to the first payment
date with respect to which such declaration of non-residence or other claim or
filing for exemption or such compliance is required under the applicable law of
the Taxing Jurisdiction, the relevant Holder at that time has been notified by
the Company, any Guarantor or any other person through whom payment may be made
that a declaration of non-residence or other claim or filing for exemption or
such compliance is required to be  made);


(5) any Taxes that
would not have been so imposed, deducted or withheld if the beneficiary of the
payment had presented the Note for payment within 30 days after the date on
which such payment or such Note became due and payable or the date on which
payment thereof is duly provided for, whichever is later (except to the extent
that the Holder would have been entitled to Additional Amounts had the Note
been presented on the last day of such 30-day period);


(6) any payment
under or with respect to a Note to any Holder that is a fiduciary or
partnership or any person other than the sole beneficial owner of such payment
or Note, to the extent that a beneficiary or settlor with respect to such
fiduciary, a member 



 D2-5
 









 


of such a partnership or
the beneficial owner of such payment or Note would not have been entitled to
the Additional Amounts had such beneficiary, settlor, member or beneficial
owner been the actual Holder of such Note;


(7) any Taxes
imposed on a payment to an individual and required to be made pursuant to
European Council Directive 2003/48/EC (the “Directive”)
or any law implementing or complying with, or introduced in order to conform
to, the Directive;


(8)  any Note presented
for payment by, or on behalf of, a Holder who would have been able to avoid
such Taxes by presenting the relevant note to another Paying Agent in a Member
State of the European Union; or


(9)    any combination of items (1) through
(8) above.


The foregoing provisions shall survive for a period no
longer than 60 days following any termination or discharge of the Indenture and
shall apply mutatis mutandis to
any Taxing Jurisdiction with respect to any successor Person to the Company or
a Guarantor.


The Company or the applicable Guarantor will also make
any applicable withholding or deduction and remit the full amount deducted or
withheld to the relevant authority in accordance with applicable law.  The Company or the applicable Guarantor will
furnish to the Trustee, within 30 days after the date the payment of any Taxes
deducted or withheld is due pursuant to applicable law, certified copies of tax
receipts or, if such tax receipts are not reasonably available to the Company
or such Guarantor, such other documentation that provides reasonable evidence
of such payment by the Company or such Guarantor. Copies of such receipts or
other documentation will be made available to the Holders or the Paying Agent,
as applicable, upon request.


At least 15 days prior to each date on which any
payment under or with respect to any Notes is due and payable, unless such
obligation to pay Additional Amounts arises after the 30th day prior to such
date, in which case it shall be promptly delivered thereafter, if the Company
or any Guarantor will be obligated to pay Additional Amounts with respect to
such payment, the Company or such Guarantor will deliver to the Trustee and the
Paying Agent an Officers’ Certificate stating the fact that such Additional
Amounts will be payable and the amounts so payable and will set forth such
other information necessary to enable such Trustee and Paying Agent to pay such
Additional Amounts to Holders of such Notes on the payment date. Each Officers’
Certificate shall be relied upon until receipt of a further Officers’
Certificate addressing such matters.


Whenever in the Indenture there is mentioned, in any
context, the payment of principal, premium, if any, interest or of any other
amount payable under or with respect to any Note, such mention shall be deemed
to include mention of the payment of Additional Amounts to the extent that, in
such context, Additional Amounts are, were or would be payable in respect
thereof.


The Company and the Guarantors will pay any present or
future stamp, court or documentary taxes or any other excise or property taxes,
charges or similar levies that arise in 



 D2-6
 









 


any jurisdiction from the execution, delivery, enforcement
or registration of the Notes, the Indenture or any other document or instrument
in relation thereto, excluding all such taxes, charges or similar levies
imposed by any jurisdiction outside any jurisdiction in which the Company or
any Guarantor or any successor Person is organized or resident for tax purposes
or any jurisdiction in which a Paying Agent is located, other than those
resulting from, or required to be paid in connection with, the enforcement of
the Notes, the Guarantee or any other such document or instrument following the
occurrence of any Event of Default with respect to the Notes.  The Company and the Guarantors agree to
indemnify the Holders of the Notes for any such non-excluded taxes paid by such
Holders.


6.             Optional
Redemption


Except as described below, this Note shall not be
redeemable at the Company’s option prior to March 31, 2012.


On or after March 31, 2012, the Company may redeem all
or a part of this Note upon not less than 10 nor more than 60 days’ notice, at
the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest and Additional Interest, if any,
thereon, to the applicable redemption date, if redeemed during the twelve-month
period beginning on September 30 of the years indicated below:




	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2012

  	
   

  	
  103.438

  	
  %

  
	
  2013

  	
   

  	
  102.292

  	
  %

  
	
  2014

  	
   

  	
  101.146

  	
  %

  
	
  2015 and thereafter

  	
   

  	
  100.000

  	
  %

  






 


At any time prior to March 31, 2010, the Company may
redeem on any one or more occasions up to 40% of the aggregate principal amount
of the Notes (calculated after giving effect to any issuance of Additional
Notes) issued under the Indenture at a redemption price of 106.875% of the
principal amount thereof, plus accrued and unpaid interest to the redemption date,
with the net cash proceeds of one or more Equity Offerings by OI Inc. to the
extent the net cash proceeds thereof are contributed to the Company or used to
purchase from the Company Capital Stock (other than Disqualified Stock) of the
Company; provided that: (1) at
least 60% of the aggregate principal amount of Notes (calculated after giving
effect to any issuance of Additional Notes) issued under the Indenture remains
outstanding immediately after the occurrence of such redemption (excluding
Notes held by OI Inc. and its Subsidiaries); and (2) the redemption must occur
within 60 days of the date of the closing of such Equity Offering.


At any time prior to March 31, 2012, the Company may
also redeem all or a part of the Notes, upon not less than 10 nor more than 60
days’ prior notice mailed by first-class mail to each Holder’s registered
address, at a redemption price equal to 100% of the principal amount of Notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest to,
the date of redemption (subject to the right of Holders of record on the
relevant record date to receive interest due on the Notes on the relevant
interest payment date).



 D2-7
 









 


7.             Redemption of Notes for Changes in Withholding Taxes


The Company may, at its option, redeem all, but not
less than all, of the then outstanding Notes, at any time upon giving not less
than 15 nor more than 60 days’ notice to the holders of the Notes (which notice
will be irrevocable), at a redemption price equal to 100% of the principal
amount of the Notes, plus accrued and unpaid interest thereon to the redemption
date. This redemption applies only if as a result of any amendment to, or
change in, the laws or treaties (including any rulings or regulations
promulgated thereunder) of The Netherlands or any other jurisdiction in which
the Company or any Guarantor of such Notes is organized or is a resident for
tax purposes or within or through which payment is made or any political
subdivision or taxing authority or agency thereof or therein (or, in the case
of Additional Amounts payable by a successor Person to the Company or a
Guarantor of such Notes, of the jurisdiction in which such successor Person is
organized or is a resident for tax purposes or any political subdivision or
taxing authority or agency thereof or therein) or any amendment to or change in
any official position concerning the interpretation, administration or
application of such laws, treaties, rulings or regulations (including a holding
by a court of competent jurisdiction), which amendment or change is effective
on or after the Issue Date (or, in the case of Additional Amounts payable by a
successor Person to the Company or a Guarantor of such Notes, the date on which
such successor Person became such pursuant to applicable provisions of the
Indenture), the Company or a Guarantor of such Notes has become or will become
obligated to pay Additional Amounts in accordance with Section 3.07 of the
Indenture on the next date on which any amount would be payable with respect to
such Notes and the Company or such Guarantor determines in good faith that such
obligation cannot be avoided (including, without limitation, by changing the
jurisdiction from which or through which payment is made) by the use of
reasonable measures available to the Company or such Guarantor.


No such notice of redemption may be given earlier than
60 days prior to the earliest date on which the Company or a Guarantor of such
Notes would be obligated to pay such Additional Amounts were a payment in
respect of such Notes then due or later than 180 days after such amendment or
change referred to in the preceding paragraph. At the time such notice of
redemption is given, such obligation to pay such Additional Amounts must remain
in effect. Immediately prior to the mailing of any notice of redemption
described above, the Company shall deliver to the Trustee (i) an Officers’
Certificate and (ii) an Opinion of Counsel.


8.             Mandatory
Redemption


The Company shall not be required to make mandatory
redemption or sinking fund payments with respect to this Note.


9.             Repurchase
at the Option of Holder


If a Change of Control occurs, unless the Company has
exercised its right to redeem the Notes pursuant to the terms of the Indenture,
each Holder of this Note will have the right to require the Company to
repurchase all or any part (equal to €50,000 or an integral multiple of €1,000)
of that Holder’s Notes pursuant to a Change of Control Offer on the terms set
forth in the Indenture.  If OI Group or a
Restricted Subsidiary consummates any Asset Sales, when the aggregate amount of
Excess Proceeds exceeds $25.0 million, the Company will be required to make an
offer (an “Asset Sale Offer”) to
all Holders of this Note and all Holders of 



 D2-8
 









 


other Indebtedness that is pari passu with this Note containing provisions similar to
those set forth in the Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount
of this Note and such other pari passu Indebtedness
that may be purchased out of the Excess Proceeds on the terms, in accordance
with the procedures and subject to the limitations set forth in the Indenture
and such other pari passu Indebtedness.


10.           Notice
of Redemption


Notice of redemption shall be mailed by first class
mail at least 10 days but not more than 60 days before the redemption date to
each Holder of this Note to be redeemed. Notices of redemption shall not be
conditional.  Denominations of this Note
larger than  €1,000 may be redeemed in
part.  If this Note is to be redeemed in
part only, the notice of redemption that relates to that portion to be redeemed
shall state the portion of the principal amount thereof to be redeemed. A new
Note in principal amount equal to the unredeemed portion of the original Note
shall be issued in the name of the Holder thereof upon cancellation of the
original Note.  On and after the
redemption date, interest ceases to accrue on the Note or portions thereof
called for redemption.


11.           Denominations; Transfer; Exchange


The Note is in registered form, without coupons, in
denominations of €50,000 of principal amount and integral multiples of  €1,000. 
A Holder may transfer or exchange the Note in accordance with the
Indenture.  No service charge will be
made for any registration of transfer or exchange of Notes, but the Company may
require the payment of a sum sufficient to cover any transfer tax or other
similar governmental charge payable in connection therewith, subject to and as
permitted by the Indenture.


This Regulation S Temporary Global Note is
exchangeable in whole or in part for one or more Global Notes only (i) on or
after the termination of the 40-day restricted period (as defined in Regulation
S) and (ii) upon presentation of certificates (accompanied by an Opinion of
Counsel, if applicable) required by Article 2 of the Indenture.  Upon exchange of this Regulation S Temporary
Global Note for one or more Global Notes, the Trustee shall cancel this
Regulation S Temporary Global Note.


12.           Persons
Deemed Owners


The registered Holder of this Note may be treated as
the owner of it for all purposes.


13.           Repayment
to Company


The Trustee and the Paying Agent shall pay to the
Company upon the Company’s request any money held by them for the payment of
Principal or interest that remains unclaimed for two years after the date upon
which such payment shall have become due. 
After payment to the Company, Holders entitled to the money must look to
the Company for payment as general creditors unless an applicable abandoned
property law designates another Person.



 D2-9
 









 


14.           Discharge
and Defeasance


Subject to certain conditions, the Company at any time
may terminate some or all of its obligations under this Note and the Indenture
if the Company deposits with the Trustee money and/or Government Securities for
the payment of Principal and interest on this Note to Maturity.


15.           Defaults
and Remedies


Under the Indenture, Events of Default include: (1)
defaults in the payment of interest on the Notes when the same becomes due and
payable and the default continues for a period of 30 days; (2) defaults in the
payment of the Principal of the Notes when the same becomes due and payable at
maturity, upon redemption or otherwise; (3) failure by OI Group or any of its
Restricted Subsidiaries for 60 days after notice to comply with any of the
other agreements in the Indenture, the Notes and the Guarantees of the Notes
(with respect to any Guarantor); (4) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by OI Group or any Restricted
Subsidiary (or the payment of which is guaranteed by OI Group or any of its
Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or
is created after the Issue Date, if that default: (a) is caused by a failure to
pay principal of, or interest or premium, if any, on such Indebtedness prior to
the expiration of the grace period provided in such Indebtedness on the date of
such default (a “Payment Default”);
or (b) results in the acceleration of such Indebtedness prior to its express
maturity; provided, that an Event
of Default shall not be deemed to occur with respect to any such accelerated
Indebtedness which is repaid or prepaid within 20 Business Days after such
declaration; and, in any individual case, the principal amount of any such
Indebtedness is equal to or in excess of $50.0 million, or such Indebtedness
together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so accelerated,
aggregates $100.0 million or more; (5) any final judgment or order for payment
of money in excess of $50.0 million in any individual case and $100.0 million
in the aggregate at any time shall be rendered against OI Group or any of its
Restricted Subsidiaries and such judgment shall not have been paid, discharged
or stayed for a period of 60 days; (6) except as permitted by the Indenture,
any Guarantee of the Notes shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall
deny or disaffirm its obligations under its Guarantee of the Notes; (7) the
Company, OI Group or any Significant Subsidiary of OI Group pursuant to or
within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b)
consents to the entry of an order for relief against it in an involuntary case;
(c) consents to the appointment of a Custodian of it or for all or substantially
all of its property; (d) makes a general assignment for the benefit of its
creditors; or (e) admits in writing its inability generally to pay its debts as
the same become due; (8) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that: (a) is for relief against the Company, OI
Group or any Significant Subsidiary of OI Group in an involuntary case; (b)
appoints a Custodian of the Company, OI Group or any Significant Subsidiary of
OI Group or for all or substantially all of such entity’s property; or (c)
orders the liquidation of the Company, OI Group or any Significant Subsidiary
of OI Group; and, with respect to (a), (b) and (c), the order or decree remains
unstayed and in effect for 60 days; and (9) 



 D2-10
 









 


failure by OI Group or any of its Restricted
Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article
5 of the Indenture.


If an Event of Default other than an Event or Default
specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing,
the Trustee by notice to the Company, or the Holders of at least 25% in
principal amount of the then outstanding Notes by notice to the Company and the
Trustee, as provided in the Indenture, may declare the unpaid Principal of and
any accrued and unpaid interest on the Notes to be due and payable
immediately.  Upon such declaration the
Principal (or such lesser amount) and interest shall be due and payable
immediately.  At any time after a
declaration of acceleration with respect to the Notes has been made, the
Holders of a majority in principal amount of the then outstanding Notes may,
under certain circumstances, rescind such acceleration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default with respect to the Notes have been cured or waived
except nonpayment of Principal or interest that has become due solely because
of the acceleration.


Subject to the duty of the Trustee during an Event of
Default to act with the required standard of care, the Trustee is under no
obligation to exercise any of its rights or powers under the Indenture at the
request of any Holder of this Note, unless such Holder shall have offered to
the Trustee security and indemnity satisfactory to it against any loss,
liability or expense.  Subject to certain
provisions, including those requiring security or indemnification of the
Trustee, the Holders of a majority in principal amount of the outstanding Notes
have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, with respect to
this Note.


16.           Supplements,
Amendments and Waivers


Subject to certain exceptions, the Indenture, the
Notes or the Guarantees of the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the Notes
then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes),
and any existing default or compliance with any provision of the Indenture, the
Notes or the Guarantees of the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes).  The Company and the Trustee may amend or
supplement the Indenture, the Notes and the Guarantees of the Notes without
notice to or the consent of any holder of Notes in certain circumstances
described in the Indenture.


17.           Trustee
Dealings with the Company


The Trustee, in its individual or any other capacity,
may become the owner or pledgee of Notes and may otherwise deal with the
Company or its Affiliates, with the same rights as if it were not the Trustee;
however, if it acquires any conflicting interest as defined in the TIA it must
eliminate such conflict within 90 days or resign.



 D2-11
 









 


18.           No
Recourse Against Others


A past, present or future director, officer, employee,
incorporator or stockholder, as such, of the Company or any Guarantor, if any,
or any successor corporation shall not have any liability for any obligations
of the Company or any Guarantor under the Notes, the Indenture, the Guarantees
of the Notes or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.


19.           Guarantees


This Note will be entitled to the benefits of certain
Guarantees made for the benefit of the Holders. Reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights,
duties and obligations thereunder of the Guarantors, the Trustee and the
Holders.


20.           Governing Law


THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


21.           Authentication


This Note shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually signs the
certificate of authentication hereon.


22.           Abbreviations


Customary abbreviations
may be used in the name of a Holder or an assignee, such as TEN COM (=tenants
in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
rights of survivorship and not as tenants in common), CUST (=custodian), and
U/G/M/A (=Uniform Gift to Minors Act).


23.           Common Code and ISIN Numbers


Pursuant to a recommendation promulgated by the
Committee on Uniform Note Identification Procedures, the Company has caused
Common Code and ISIN numbers to be printed on the Notes, and the Trustee may
use Common Code and ISIN numbers in notices as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice
and reliance may be placed only on the other identification numbers placed
thereon.


The Company will furnish to any Holder upon written request
and without charge to the Holder a copy of the Indenture.  Such requests may be addressed to:



 D2-12
 









 


OI European Group B.V.

Naritawag 165 Telestone 8

1043 BW Amsterdam

The Netherlands

Attention:  Investor Relations


 


 


with a copy to:

Owens-Illinois Group, Inc.

One Michael Owens Way

Perrysburg, Ohio 43551

Attention:  Investor Relations


 



 D2-13















ASSIGNMENT FORM


To assign this Note, fill in the form below:


I or we assign and
transfer this Note to:


	
  

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  [Print or type assignee’s name, address and zip code]

  
	
   

  
	
   

  
	
   

  
	
  [Insert
  assignee’s soc. sec. or tax I.D. No.]

  
	
   

  
	
  and irrevocably appoint

  
	
   

  
	
   

  
	
  [Print
  or type agent’s name]

  
	
   

  
	
   

  
	
  agent to transfer this Note on the books of the
  Company. The agent may substitute another to act for him.

  
	
   

  
	
   

  
	
   

  
	
   

  



 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  
	
   

  	
   

  



 


	
  SIGNATURE GUARANTEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Participant in a Recognized Signature 

  Guarantee Medallion Program

  	
   

  



 


 


 



 D2-14
 









 


OPTION OF HOLDER TO ELECT
PURCHASE


If you want to elect to have this Note purchased by
the Company pursuant to Section 4.10 or 4.11 of the Indenture, check the box
below:


o    Section 4.10                    o   Section
4.11


If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.10 or Section 4.11 of the
Indenture, state the amount you elect to have purchased:          €                           


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Tax Identification No:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNATURE GUARANTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Participant in a Recognized Signature 

  Guarantee Medallion Program

  	
   

  	
   

  



 



 D2-15
 









 


SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE


The following exchanges of a part of this Global Note
for an interest in another Global Note or for a Definitive Note, or exchanges
of a part of another Global Note or Definitive Note for an interest in this
Global Note, have been made:


	
  Date of Exchange

  	
   

  	
  Amount of decrease 

  in Principal Amount 

  of this Global Note

  	
   

  	
  Amount of increase

  in Principal Amount

  of this Global Note

  	
   

  	
  Principal Amount of 

  this Global Note

  following such 

  decrease (or increase)

  	
   

  	
  Signature of

  authorized signatory

  of Trustee or Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 D2-16