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                                                                     EXHIBIT 4.4

                                                                  EXECUTION COPY


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                       OWENS-BROCKWAY GLASS CONTAINER INC.

                                     ISSUER

                                       AND

               THE GUARANTORS SET FORTH IN ANNEX A ATTACHED HERETO

                        ---------------------------------

                          THIRD SUPPLEMENTAL INDENTURE
                          DATED AS OF NOVEMBER 13, 2002

                      8 3/4% SENIOR SECURED NOTES DUE 2012

                        ---------------------------------

                         U.S. BANK NATIONAL ASSOCIATION

                                     TRUSTEE

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               Third Supplemental Indenture, dated as of November 13, 2002 (the
"THIRD SUPPLEMENTAL INDENTURE"), to the Indenture, dated as of January 24, 2002
(the "INDENTURE") among Owens-Brockway Glass Container Inc., a Delaware
corporation (the "COMPANY"), the Guarantors (as defined in the Indenture) and
U.S. Bank National Association, a national banking association, as Trustee (the
"TRUSTEE").

                               W I T N E S S E T H

               WHEREAS, the Company duly authorized, executed and delivered to
the Trustee the Indenture to provide for the issuance from time to time of its
Securities (as defined in the Indenture) to be issued in one or more series;

               WHEREAS, the Company and the Guarantors desire and have requested
the Trustee to join it in the execution and delivery of this Third Supplemental
Indenture in order to establish and provide for the issuance by the Company of a
series of Securities designated as its 8 3/4 % Senior Secured Notes due 2012 in
an unlimited aggregate principal amount (the "NOTES"), on the terms set forth
herein;

               WHEREAS, the Company now wishes to issue $450,000,000 of Notes;

               WHEREAS, Section 9.01 of the Indenture provides that a
supplemental indenture may be entered into by the Company, the Guarantors and
the Trustee without the consent of any holder of any Securities to, INTER ALIA,
establish the terms of any Securities permitted by Sections 2.01 and 2.02 of the
Indenture, PROVIDED certain conditions are met;

               WHEREAS, the conditions set forth in the Indenture for the
execution and delivery of this Third Supplemental Indenture have been satisfied;
and

               WHEREAS, all things necessary to make this Third Supplemental
Indenture a valid agreement of the Company, the Guarantors and the Trustee, in
accordance with its terms, and a valid amendment of, and supplement to, the
Indenture have been done.

               NOW THEREFORE:

               There is hereby established a series of Securities to be issued
under the Indenture, which series of Securities shall have the terms set forth
herein and in the Notes, and in consideration of the premises and the purchase
and acceptance of the Notes by the Holders thereof, the Company and the
Guarantors mutually covenant and agree with the Trustee, for the equal and
proportionate benefit of all holders of the Notes, that the Indenture is
supplemented and amended, to the extent and for the purposes expressed herein,
as follows:

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                                   ARTICLE 1.

     SCOPE OF THIS THIRD SUPPLEMENTAL INDENTURE

SECTION 1.01.  CHANGES, ETC. APPLICABLE ONLY TO THE NOTES.

               The changes, modifications and supplements to the Indenture
effected by this Third Supplemental Indenture in Sections 2.01 through 2.10
hereof shall only be applicable with respect to, and govern the terms of, the
Notes, which shall not be limited in aggregate principal amount, and shall not
apply to any other Securities which may be issued under the Indenture unless a
supplemental indenture with respect to such other Securities specifically
incorporates such changes, modifications and supplements.

                                   ARTICLE 2.

                           AMENDMENTS TO THE INDENTURE

SECTION 2.01.  AMENDMENTS TO ARTICLE 1.

               Section 1.01 of the Indenture is hereby amended by adding the
following definitions in their proper alphabetical order which, in the event of
a conflict with the definition of terms in the Indenture, shall control:

                    "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.

                    "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

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     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.

                    "CASH EQUIVALENTS" means: (1) United States dollars; (2)
     securities issued or directly and fully guaranteed or insured by the United
     States government or any agency or instrumentality thereof and (a) backed
     by the full faith and credit of the United States or (b) having a rating of
     at least AAA from S&P or at least Aaa from Moody's, 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 the highest rating 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), other than the
     Principals and their Related Parties, 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 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 Company
     consolidates with, or merges with or into, any Person, or any Person
     consolidates with, or merges with or into the Company, in any such event
     pursuant to a transaction in which any of the outstanding Voting Stock of
     the Company or such other Person is converted into or exchanged for cash,
     securities or other property, other than any such transaction where (A) the
     Voting Stock of the Company outstanding immediately prior to such
     transaction is converted into or exchanged for Voting Stock (other than
     Disqualified Stock) of the surviving or transferee Person constituting a
     majority of the

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     outstanding shares of such Voting Stock of such surviving or transferee
     Person (immediately after giving effect to such issuance) and (B)
     immediately after such transaction, no "person" or "group" (as such terms
     are used in Section 13(d) and 14(d) of the Exchange Act), other than the
     Principals and their Related Parties, becomes, directly or indirectly, the
     beneficial owner (as defined above) of 35% or more of the voting power of
     all classes of Voting Stock of the Company; or (4) the first day on which
     OI Inc. fails to own 100% of the issued and outstanding Equity Interests of
     OI Group.

                    "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.

                    "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 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.

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                    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 shall 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 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

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     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.

                    "CREDIT AGREEMENT" means that certain Secured Credit
     Agreement, dated as of April 23, 2001, by and among the Borrowers named
     therein, OI Group and Owens-Illinois General, Inc., as Borrower's Agent,
     Deutsche Bank Securities Inc., formerly Deutsche Banc Alex. Brown, and Banc
     of America Securities, LLC, as Joint Lead Arrangers and Joint Book
     Managers, Deutsche Bank AG, London Branch, as UK Administrative Agent,
     Deutsche Bank Trust Company Americas, formerly Bankers Trust Company, as
     Administrative Agent, and the other Agents and the other Lenders named
     therein, 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 BORROWERS" means the Company, OI
     General FTS Inc. and OI Plastic Products FTS Inc., 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.

                    "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

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     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.

                    "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.).

                    "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, the Kansas City, Missouri Industrial
     Development Revenue Bonds due 2008 and the City of Mentor, Ohio Industrial
     Development Bonds due 2004, 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.

                    "EXISTING SENIOR NOTES" means the Company's 8 7/8% Senior
     Secured Notes due 2009 issued under the Indenture, as supplemented by the
     first supplemental indenture dated as of January 24, 2002 and the second
     supplemental indenture dated as of August 5, 2002, among the Company, the
     Guarantors and U.S. Bank National Association, as Trustee.

                    "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

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     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 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.

                    "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

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     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.

                    "GUARANTORS" means: (1) OI Group; (2) each direct or
     indirect Domestic Subsidiary of OI Group (other than the Company) 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 the Third Supplemental Indenture; and
     their respective successors and assigns.

                    "INTERCREDITOR AGREEMENT" means the intercreditor agreement,
     dated as of April 23, 2001, by and among Deutsche Bank Trust Company
     Americas, formerly Bankers Trust Company, as administrative agent for the
     lenders party to the Credit Agreement, Deutsche Bank Trust Company
     Americas, formerly Bankers Trust Company, 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 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 the Company or any Domestic Subsidiary after January 24, 2002;
     (3) Liens in favor of OI Group 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 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 or the Domestic
     Subsidiary; (5) Liens on property or shares of capital stock existing at
     the time of acquisition thereof by OI Group 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 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
     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

                                        9
<Page>

     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
     Domestic Subsidiaries in the ordinary course of business of OI Group and
     its Domestic Subsidiaries; (11) Liens on or sales of receivables and
     customary cash reserves established in connection therewith; (12) Liens
     securing OI Group's or any of its 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.

                    "KKR" means Kohlberg Kravis Roberts & Co., L.P., a Delaware
     limited partnership.

                    "LIQUIDATED DAMAGES" means the payment of liquidated damages
     as set forth in the Registration Rights Agreement.

                    "MOODY'S" means Moody's Investors Service, Inc. or any
     successor rating agency.

                                       10
<Page>

                    "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.

                    "NOTES" shall have the meaning specified in the second
     recital of the Third Supplemental Indenture.

                    "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 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 7.85% Senior Notes due 2004, $350.0 million aggregate
     principal amount of 7.15% Senior Notes due 2005, $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.

                    "PERMITTED BUSINESS" means any business conducted or
     proposed to be conducted (as described in the offering memorandum) by OI
     Group and its Restricted

                                       11
<Page>

     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; (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; (7)

                                       12
<Page>

     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 of the $300.0
     million aggregate principal amount of 7.85% Senior Notes due 2004, the
     $350.0 million aggregate principal amount of 7.15% Senior Notes due 2005 of
     OI Inc., the $300.0 million aggregate principal amount of 8.10% Senior
     Notes due 2007, the $250.0 million aggregate principal amount of 7.35%
     Senior Notes due 2008 and the $250.0 million aggregate principal amount of
     7.50% Senior Debentures due 2010, 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,

                                       13
<Page>

     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 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.

                    "PLEDGE AGREEMENT" means the Pledge Agreement, dated as of
     April 23, 2001, by and among OI Group, OI Packaging, and Deutsche Bank
     Trust Company Americas, formerly Bankers Trust Company, as Collateral
     Agent, as amended, amended and restated or otherwise modified from time to
     time.

                    "PRINCIPALS" means KKR and its Affiliates.

                    "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.

                    "REGISTRATION RIGHTS AGREEMENT" means the Registration
     Rights Agreement, dated as of November 13, 2002, between the Company, the
     Guarantors named therein and the Initial Purchasers (as defined therein).

                    "REGULATION S TEMPORARY GLOBAL SECURITY" means a temporary
     Global Security 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 the 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.

                    "RELATED PARTY" means: (1) any controlling stockholder,
     partner, member, 80% (or more) owned Subsidiary, or immediate family member
     (in the case of an individual) of any of the Principals; or (2) any trust,
     corporation, partnership or other entity, the beneficiaries, stockholders,
     partners, owners or Persons beneficially holding an 80% or more controlling
     interest of which consist of any one or more Principals and/or such other
     Persons referred to in the immediately preceding clause (1).

                    "RESTRICTED INVESTMENT" means an Investment other than a
     Permitted Investment.

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

                    "SECURITY AGREEMENT" means the Security Agreement, dated as
     of April 23, 2001, 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 party thereto, and Deutsche Bank Trust Company
     Americas, formerly Bankers Trust

                                       14
<Page>

     Company, as Collateral Agent, as amended, amended and restated, or
     otherwise modified from time to time.

                    "SHELF REGISTRATION STATEMENT" means the shelf registration
     statement as defined in the Registration Rights Agreement.

                    "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.

                    "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.

                    "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.

                                       15
<Page>

                    "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.

SECTION 2.02.  AMENDMENTS TO ARTICLE 2.

               (a)  Section 2.06 of the Indenture is hereby amended by adding,
immediately following the final paragraph of such Section 2.06:

               Notes issued in global form shall be substantially in the form
     of Exhibits D-1 or D-2 attached hereto (including the Global Security
     Legend thereon and the "Schedule of Exchanges of Interests in the Global
     Security" attached thereto). Notes issued in definitive form shall be
     substantially in the form of Exhibit D-1 attached hereto (but without the
     Global Security Legend thereon and without the "Schedule of Exchanges of
     Interests in the Global Note" attached thereto).

               (b)  Section 2.08 of the Indenture is hereby amended by deleting
such Section 2.08 in its entirety and replacing it with the following Section
2.08:

     SECTION 2.08   OUTSTANDING SECURITIES.

                    The Securities of any series outstanding at any time are all
     the Securities of that series 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 Security does not cease to be
     outstanding because the Company or an Affiliate of the Company holds the
     Security.

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

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

                    For each series of Original Issue Discount Securities, the
     principal amount of such Securities that shall be deemed to be outstanding
     and used to determine whether the necessary Holders have given any request,
     demand, authorization, direction, notice,

                                       16
<Page>

     consent or waiver shall be the principal amount of such Securities that
     could be declared to be due and payable upon acceleration upon an Event of
     Default as of the date of such determination. When requested by the
     Trustee, the Company shall advise the Trustee of such amount, showing its
     computations in reasonable detail.

                    In determining whether the Holders of the required principal
     amount of Securities of any series have concurred in any direction, waiver
     or consent, Securities 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
     Securities as to which a Trust Officer of the Trustee has actual knowledge
     are so owned shall be so disregarded. Securities 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.

SECTION 2.03.  AMENDMENTS TO ARTICLE 3.

               Article 3 of the Indenture is hereby amended by adding,
immediately following Section 3.06 thereof, the following new Sections 3.07 and
3.08:

     SECTION 3.07.  OPTIONAL REDEMPTION.

                    Except as described in this Section 3.07, the Notes shall
     not be redeemable at the Company's option prior to November 15, 2007.

                    (a)  On or after November 15, 2007, the Company may redeem
     all or a part of the Notes upon not less than 30 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 Liquidated
     Damages, if any, thereon, to the applicable redemption date, if redeemed
     during the twelve-month period beginning on November 15 of the years
     indicated below:

<Table>
<Caption>
             YEAR                                           PERCENTAGE
             ----                                           ----------
             <S>                                             <C>
             2007....................................        104.375%
             2008....................................        102.917%
             2009....................................        101.458%
             2010 and thereafter.....................        100.000%
</Table>

                    (b)  At any time prior to November 15, 2005, the
     Company may redeem on any one or more occasions up to 35% of the aggregate
     principal amount of Notes (calculated after giving effect to any issuance
     of Additional Securities) issued under this Indenture at a redemption price
     of 108.750% of the principal amount thereof, plus accrued and unpaid
     interest and Liquidated Damages, 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:

                                       17
<Page>

               (1)  at least 65% of the aggregate principal amount of Notes
                    (calculated after giving effect to any issuance of
                    Additional Securities) 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 November 15, 2007, the Notes may
     be redeemed, in whole but not in part, at the option of the Company upon
     the occurrence of a Change of Control, upon not less than 30 nor more than
     60 days prior notice (but in no event more than 90 days after the
     occurrence of such Change of Control) 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 and Liquidated Damages, 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 the 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 November 15,
                              2007 (such redemption price being set forth in the
                              table above) plus (2) all required interest
                              payments due on such Note through November 15,
                              2007, (including accrued but unpaid interest)
                              computed using a discount rate equal to the
                              Treasury Rate on such redemption date plus 50
                              basis points; over

                         (b)  the principal amount of such Note.

                    "TREASURY RATE" means, as of any redemption date, the yield
     to maturity as of such redemption date of United States Treasury securities
     with a constant maturity (as compiled and published in the most recent
     Federal Reserve Statistical Release H.15(519) that has become publicly
     available at least two Business Days prior to the redemption date (or, if
     such statistical release is no longer published, any publicly available
     source of similar market data)) most nearly equal to the period from the
     redemption date to November 15, 2007; PROVIDED, HOWEVER, that if the period
     from the redemption date to November 15, 2007 is less than one year, the
     weekly average yield on actually traded United States Treasury securities
     adjusted to a constant maturity of one year shall be used.

                                       18
<Page>

     SECTION 3.08   MANDATORY REDEMPTION.

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

SECTION 2.04.  AMENDMENTS TO ARTICLE 4.

                    Section 4 of the Indenture is hereby amended by adding,
immediately following Section 4.08 thereof, the following new Sections 4.09
through 4.21 for the benefit of the Notes:

     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, 4.18 and 10.08 (collectively, the
     "EXTINGUISHED COVENANTS"), 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:

                    Neither OI Group nor any of its Domestic Subsidiaries 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 of its 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 or any of its Domestic
     Subsidiaries securing Indebtedness of OI Group or any of its 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 or any of its 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. Upon the assignment of the

                                       19
<Page>

     Company's obligations under this Indenture to OI Inc. as described in
     Section 5.03 of this Indenture, the limitations described in this paragraph
     shall apply to Liens securing Indebtedness of OI Inc. and its Domestic
     Subsidiaries in lieu of Liens securing Indebtedness of OI Group and its
     Domestic Subsidiaries and references to OI Group or the Company in the
     definition of "Investment Grade Permitted Liens" shall become references to
     OI Inc., unless the context otherwise requires.

                    For purposes of this Indenture, the Notes and the Guarantees
     of the Notes, so long as the Credit Agreement is in effect, 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.

     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 to $1,000 or an integral multiple 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 and
     Liquidated Damages, if any, 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 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 $1,000 or whole
     multiples of $1,000, except that if all of the Notes of a Holder are to be

                                       20
<Page>

     purchased, the entire outstanding amount of Notes held by such Holder, even
     if not a multiple of $1,000, 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 $1,000 in principal amount or an integral multiple 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 $1,000 or an integral
     multiple thereof.

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

                    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.

                                       21
<Page>

     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

                    (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 therefore 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.

                                       22
<Page>

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

     Notwithstanding the foregoing, with respect to any Asset Sale by the
     Company or any Guarantor, such Net Proceeds may only be applied pursuant to
     items (1) or (6) above and, to the extent such Net Proceeds are applied to,
     or with respect to, the Company, a Guarantor or a Person or a Restricted
     Subsidiary that becomes a Guarantor, items (3), (4) or (5) above. 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

                                       23
<Page>

     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 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 Liquidated Damages, 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 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;

                                       24
<Page>

               (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; or

               (4)  make any Restricted Investment (all such payments and other
                    actions set forth in clauses (1) through (4) above 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 January 24, 2002 (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:

                    (a)  50% of the Consolidated Net Income of OI Group for the
                         period (taken as one accounting period) from April 1,
                         2002 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 January 24, 2002 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

                                       25
<Page>

                         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 January 24, 2002 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 (solely with respect to clauses (2), (3), (5) and
     (7) below) no Event of Default 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;

               (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

                                       26
<Page>

                    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 January 24, 2002, 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, with respect to (collectively, "incur") 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"):

               (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 $1.41 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;

                                       27
<Page>

               (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 and the Exchange
                    Notes to be issued pursuant to the Registration Rights
                    Agreement;

               (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 $300.0
                    million aggregate principal amount of 7.85% Senior Notes due
                    2004, the $350.0 million aggregate principal amount of 7.15%
                    Senior Notes due 2005, the $300.0 million aggregate
                    principal amount of 8.10% Senior Notes due 2007, the $250.0
                    million aggregate principal amount of 7.35% Senior Notes due
                    2008 and the $250.0 million aggregate principal amount of
                    7.50% Senior Debentures due 2010, in each case of OI Inc.;

               (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 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

                                       28
<Page>

                         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 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 $1.41 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 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 Disqualified Stock; PROVIDED, in each such case,
                    that the amount thereof is included in Fixed Charges of OI
                    Group as accrued;

                                       29
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               (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;

               (15) 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;

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

                                       30
<Page>

               (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 date of this
     Indenture 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 date on which Notes are first issued and authenticated
     under this Indenture 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;

                                       31
<Page>

               (2)  Liens existing on the Issue Date;

               (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.

     For purposes of this Indenture, the Notes and the Guarantees of the Notes,
     so long as the Credit Agreement is in effect, 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.

     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

                                       32
<Page>

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

                    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

                                       33
<Page>

                    contained in the agreements governing the Indebtedness being
                    refinanced; and

               (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;

                                       34
<Page>

               (5)  the payment of customary annual management, consulting,
                    monitoring and advisory fees and related expenses to KKR and
                    its Affiliates;

               (6)  the payment of reasonable and customary fees paid to, and
                    indemnity provided on behalf of, officers, directors,
                    employees or consultants of OI Group, any of its direct or
                    indirect parent corporations or any Restricted Subsidiary of
                    OI Group;

               (7)  payments by OI Group or any of its Restricted Subsidiaries
                    to KKR and its Affiliates for any financial advisory,
                    financing, underwriting or placement services or in respect
                    of other investment banking activities, including, without
                    limitation, in connection with acquisitions or divestitures
                    which payments are approved by a majority of the Board of
                    Directors of OI Group in good faith;

               (8)  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
                    OI Group or such Restricted Subsidiary from a financial
                    point of view or meets the requirements of clause (1) of the
                    preceding paragraph;

               (9)  in addition to any payments referred to in (6) 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;

               (10) 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;

               (11) 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;

               (12) the issuance of Equity Interests (other than Disqualified
                    Stock) of OI Group or the Company to any of the Principals;
                    and

               (13) 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.

                                       35
<Page>

     SECTION 4.17.  ADDITIONAL PLEDGES.

                    If on or after the Issue Date, any Domestic Subsidiary of
     OI Group pledges any property or assets to secure obligations under the
     Credit Agreement (other than pursuant to the Collateral Documents or as
     contemplated by the Credit Agreement), then such property or assets shall
     also secure the Notes.

     SECTION 4.18.  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 4.19.  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 event shall the business
     currently operated by the Company 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 4.20.  NEGATIVE PLEDGE.

                    Except as contemplated by and permitted by the Credit
     Agreement and the Collateral Documents, OI Group shall not permit any of
     the issued and outstanding shares of any class of Capital Stock of OI
     General FTS or any part of the Intercompany Indebtedness owed by OI General
     FTS to OI Group to be pledged, in each of the foregoing cases as security
     or otherwise unless the Notes and Guarantees of the Notes are secured by
     this collateral on a PARI PASSU basis with the applicable Indebtedness.

                                       36
<Page>

     SECTION 4.21.  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.

SECTION 2.05.  AMENDMENTS TO ARTICLE 5.

               Article 5 of the Indenture is hereby amended by deleting
Section 5.01 and Section 5.02 in their entirety and replacing them with the
following Section 5.01, Section 5.02 and Section 5.03:

     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 corporation organized or existing under the laws
                    of the United States, any state thereof or the District of
                    Columbia;

               (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, this
                    Indenture, the Collateral Documents and the Registration
                    Rights Agreement pursuant to agreements reasonably
                    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

                                       37
<Page>

                    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, 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.

     SECTION 5.03.  ASSIGNMENT OF OBLIGATIONS.

                    On and after July 2, 2003, the Company may assign its
     obligations under the Notes and this Indenture to OI Inc., and the Company
     and each Guarantor, in its capacity as a Guarantor, will thereafter be
     released from its obligations under the Notes, the Guarantees of the Notes
     and this Indenture PROVIDED that (1) OI Inc. assumes all of the obligations
     under the Notes and this Indenture, and (2) the obligations of each Credit
     Agreement Domestic Borrower under the Credit Agreement have been or will be
     concurrently assumed by OI Inc. in accordance with the terms of the Credit
     Agreement. In the event of any such assignment, OI Inc. shall succeed to,
     and be substituted for, and may exercise every right and power of, the
     Company under the Indenture with the same effect as if OI Inc. had been
     named the Company herein, and restrictions imposed on and obligations of OI
     Group in this Indenture shall become restrictions imposed on and
     obligations of OI Inc., unless the context otherwise requires.

SECTION 2.06.  AMENDMENTS TO ARTICLE 6.

               Article 6 of the Indenture is hereby amended by deleting
Section 6.01 in its entirety and replacing it with the following Section 6.01:

                                       38
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SECTION 6.01   EVENTS OF DEFAULT.

               An "EVENT OF DEFAULT" occurs with respect to the Notes if:

               (1)  the Company defaults in the payment of interest on, or
                    Liquidated Damages, if any, with respect to, 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, the Guarantees of
                    the Notes (with respect to any Guarantor) and the Collateral
                    Documents (with respect to any Restricted Subsidiary which
                    has pledged assets or property to secure its obligations
                    under this Indenture and the Notes);

               (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;

                                       39
<Page>

               (6)  except as permitted by this Indenture or the Collateral
                    Documents, 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 the order or decree remains unstayed and in effect for 60
               days;

               (9)  except as permitted by the Collateral Documents, any
                    amendments thereto and the provisions of the Indenture, any
                    of the Collateral Documents ceases to be in full force and
                    effect or ceases to be effective, in all material respects,
                    to create the Lien purported to be created in the Collateral
                    in favor of the holders of the Notes for 60 days after
                    notice; and

               (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.

                                       40
<Page>

               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 2.07.  AMENDMENTS TO ARTICLE 8.

               (a)  Section 8.03 of the Indenture is hereby amended by deleting
the words "date of execution of this Indenture" in clause (d)(2)(b) and adding
the words "Issue Date" in replacement thereof.

SECTION 2.08.  AMENDMENTS TO ARTICLE 9.

               Section 9.02 of the Indenture is hereby amended by deleting the
word "or" at the end of clause (11) and adding, immediately following clause
(12), the following new clauses (13) and (14):

               (13) 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

               (14) 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.

SECTION 2.09.  AMENDMENTS TO ARTICLE 10.

               (a)  Section 10.10 of the Indenture is hereby amended by deleting
such Section 10.10 in its entirety and replacing it with the following Section
10.10:

     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

                                       41
<Page>

                    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 the 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 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
     Securities in accordance with this Article 10.

               (c)  A Guarantor shall be released from its obligations under
     this Indenture in accordance with an assignment of obligations to OI Inc.
     pursuant to Section 5.03 or in connection with the merger or consolidation
     of 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, so long as such
     transaction complies with Section 4.11.

               (b)  Section 10.11 of the Indenture is hereby amended by deleting
such Section 10.11 in its entirety and replacing it with the following Section
10.11:

     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:

               (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, its Guarantee, the
                    Collateral Documents and

                                       42
<Page>

                    the Registration Rights Agreement 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.

SECTION 2.10.  AMENDMENT TO ARTICLE 11.

               Section 11.03 of the Indenture is hereby amended by deleting the
first sentence of the final paragraph of such Section 11.03.

SECTION 2.11.  OTHER PROVISIONS UNCHANGED.

               All provisions of the Indenture, other than as set forth in
Sections 2.01 to 2.10, inclusive, of this Third Supplemental Indenture shall be
unchanged by this Third Supplemental Indenture and shall remain in full force
and effect. The Indenture, as supplemented and amended by this Third
Supplemental Indenture, is in all respects ratified and confirmed, and the
Indenture and this Third Supplemental Indenture shall be read, taken and
construed as one and the same instrument.

                                   ARTICLE 3.

                                  MISCELLANEOUS

SECTION 3.01.  DEFINED TERMS.

               Unless otherwise provided in this Third Supplemental Indenture,
all defined terms used in this Third Supplemental Indenture shall have the
meanings assigned to them in the Indenture.

SECTION 3.02.  CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT
OF 1939.

               If and to the extent that any provision of this Third
Supplemental Indenture limits, qualifies or conflicts with another provision
included in this Third Supplemental Indenture or in the Indenture which is
required to be included herein or therein by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, such required provision shall
control.

SECTION 3.03.  NEW YORK LAW TO GOVERN.

               THIS THIRD SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                       43
<Page>

SECTION 3.04.  COUNTERPARTS.

               This Third Supplemental Indenture may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

SECTION 3.05.  EFFECT OF HEADINGS.

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

SECTION 3.06.  SEVERABILITY OF PROVISIONS.

               In case any provision in this Third Supplemental 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 3.07.  SUCCESSORS AND ASSIGNS.

               All covenants and agreements in this Third Supplemental Indenture
by the parties hereto shall bind their respective successors and assigns and
inure to the benefit of their respective successors and assigns, whether so
expressed or not.

SECTION 3.08.  BENEFIT OF SUPPLEMENTAL INDENTURE.

               Nothing in this Third Supplemental Indenture, express or implied,
shall give to any Person, other than the parties hereto, any Registrar, any
Paying Agent and their successors hereunder, and the Holders of the Notes, any
benefit or any legal or equitable right, remedy or claim under this Third
Supplemental Indenture.

                                       44
<Page>

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


                                        OWENS-BROCKWAY GLASS CONTAINER INC.


                                        By: /s/ James W. Baehren
                                           -------------------------------------
                                           Name:  James W. Baehren
                                           Title: Vice President


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


                                        By: /s/ James W. Baehren
                                           -------------------------------------
                                           Name:  James W. Baehren


                                        U.S. Bank National Association, as
                                          Trustee


                                        By: /s/ Frank P. Leslie III
                                           -------------------------------------
                                        Name:  Frank P. Leslie III
                                        Title: Vice President

<Page>

                                                                         ANNEX A

<Table>
<Caption>
                                                        TITLE OF OFFICER EXECUTING
       NAME OF ENTITY                                    ON BEHALF OF SUCH ENTITY
       --------------                                 -----------------------------
<S>                                                    <C>
ACI America Holdings Inc.                              Vice President and Secretary

Anamed International, Inc.                             Vice President and Secretary

BriGam Medical, Inc.                                   Vice President and Secretary

BriGam Ventures, Inc.                                  Vice President and Secretary

BriGam, Inc.                                           Vice President and Secretary

Brockway Realty Corporation                            Vice President and Secretary

Brockway Research, Inc.                                Vice President and Secretary

Continental PET Technologies, Inc.                     Vice President and Secretary

MARC Industries, Inc.                                  Vice President and Secretary

Martell Medical Products, Incorporated                 Vice President and Secretary

NHW Auburn, LLC                                        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 Ecuador STS Inc.                                    Vice President and Secretary

OI Europe & Asia Inc.                                  Vice President and Secretary
</Table>

                                    ANNEX A-1
<Page>

<Table>
<Caption>
                                                        TITLE OF OFFICER EXECUTING
       NAME OF ENTITY                                    ON BEHALF OF SUCH ENTITY
       --------------                                 -----------------------------
<S>                                                    <C>
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 Hungary Inc.                                        Vice President and Secretary

OI International Holdings Inc.                         Vice President and Secretary

OI Levis Park STS Inc.                                 Vice President and Secretary

OI Medical Holdings Inc.                               Vice President and Secretary

OI Medical Inc.                                        Vice President and Secretary

OI Peru STS Inc.                                       Vice President and Secretary

OI Plastic Products FTS Inc.                           Vice President and Secretary

OI Poland Inc.                                         Vice President and Secretary

OI Puerto Rico STS Inc.                                Vice President and Secretary

OI Regioplast STS Inc.                                 Vice President and Secretary

OI Venezuela Plastic Products Inc.                     Vice President and Secretary

OIB Produvisa Inc.                                     Vice President and Secretary

Overseas Finance Company                               Vice President and Secretary

Owens-BriGam Medical Company                           Vice President and Secretary
                                                       of each general partner

Owens-Brockway Glass Container Trading
Company                                                Vice President and Secretary

Owens-Brockway Packaging, Inc.                         Vice President and Secretary

Owens-Brockway Plastic Products Inc.                   Vice President and Secretary

Owens-Illinois Closure Inc.                            Vice President and Secretary
</Table>

                                    ANNEX A-2
<Page>

<Table>
<Caption>
                                                        TITLE OF OFFICER EXECUTING
       NAME OF ENTITY                                    ON BEHALF OF SUCH ENTITY
       --------------                                 -----------------------------
<S>                                                    <C>
Owens-Illinois General Inc.                            Vice President and Secretary

Owens-Illinois Group, Inc.                             Vice President, Director of
                                                       Finance 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
</Table>

                                    ANNEX A-3
<Page>

                                   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]


                       OWENS-BROCKWAY GLASS CONTAINER INC.

                      8 3/4% SENIOR SECURED NOTES DUE 2012


Number:                       CUSIP No. ___________                    $________


               OWENS-BROCKWAY GLASS CONTAINER INC., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to Cede & Co., as nominee
of The Depository Trust Company, or registered assigns, the principal sum of
___________________________________________________________________ DOLLARS
($_________) on November 15, 2012.

               Interest Payment Dates: May 15 and November 15, commencing May
15, 2003.

               Record Dates: May 1 and November 1.

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

                                      D1-1
<Page>

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


                                        OWENS-BROCKWAY GLASS CONTAINER INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Dated: November 13, 2002


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


U.S. Bank National Association, as Trustee


By:
    ---------------------------------
    Authorized Signatory

                                      D1-2
<Page>

                       OWENS-BROCKWAY GLASS CONTAINER INC.

                      8 3/4% SENIOR SECURED NOTES DUE 2012

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

1.   INTEREST

               OWENS-BROCKWAY GLASS CONTAINER INC., a Delaware corporation (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 Liquidated Damages payable pursuant to Section 5 of the Registration Rights
Agreement. Interest on this Note shall accrue from November 13, 2002 or from the
most recent interest payment date to which interest has been paid or provided
for, as the case may be; interest and Liquidated Damages on this Note shall be
payable semi-annually on May 15 and November 15 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 May 15, 2003; and interest on this Note
shall be payable to holders of record on the May 1 or November 1 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 and Liquidated Damages 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 May 1 or November 1 (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, interest and Liquidated Damages in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. Principal of and interest and Liquidated Damages, if
any, on this Note will be payable, and this Note may be exchanged or
transferred, at the office or agency of the Company in the Borough of Manhattan,
the City of New York (which initially will be a Corporate Trust Office of the
Trustee); PROVIDED that, at the option of the Company, payment of interest and
Liquidated Damages, if any, may be made by check mailed to the address of each
Holder as such address appears in the Note Register; PROVIDED further that
payment by wire transfer of immediately available funds will be required with
respect to Principal of and interest, and Liquidated Damages, if any, on, all
Global Notes and all other Notes the Holders of which will have provided wire
transfer instructions to the Company or the Paying Agent. Such payment will be
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

                                      D1-3
<Page>

3.   PAYING AGENT AND REGISTRAR

               Initially, U.S. Bank National Association, a national banking
association (the "TRUSTEE"), will act as 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
January 24, 2002 among the Company, the Guarantors and the Trustee, the terms of
which have been established in the Third Supplemental Indenture among the
Company, the Guarantors and the Trustee, dated as of November 13, 2002
(collectively, the "INDENTURE"), pursuant to Section 2.01 of the Indenture. This
Note is a series designated as the "8 3/4% Senior Secured Notes due 2012" 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. Sections 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.

               This Note is secured to the extent set forth in the Collateral
Documents and Article 11 of the Indenture.

5.   OPTIONAL REDEMPTION

               Except as described below, this Note shall not be redeemable at
the Company's option prior to November 15, 2007.

               On or after November 15, 2007, the Company may redeem all or a
part of this Note upon not less than 30 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 Liquidated Damages, if any, thereon, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on November 15 of the years indicated below:

<Table>
<Caption>
             YEAR                                      PERCENTAGE
             ----                                      ----------
             <S>                                        <C>
             2007...................................    104.375%
             2008...................................    102.917%
             2009...................................    101.458%
             2010 and thereafter....................    100.000%
</Table>

               At any time prior to November 15, 2005, the Company may redeem on
any one or more occasions up to 35% of the aggregate principal amount of Notes
(calculated after giving

                                      D1-4
<Page>

effect to any issuance of Additional Securities) issued under the Indenture at a
redemption price of 108.750% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages, 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 65% of the aggregate principal amount of Notes
(calculated after giving effect to any issuance of Additional Securities) 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.

               In addition, at any time prior to November 15, 2007, this Note
may also be redeemed, in whole but not in part, at the option of the Company
upon the occurrence of a Change of Control, upon not less than 30 nor more than
60 days prior notice (but in no event more than 90 days after the occurrence of
such Change of Control) mailed by first-class mail to each Holder's registered
address, at a redemption price equal to 100% of the principal amount of this
Note plus the Applicable Premium as of, and accrued and unpaid interest and
Liquidated Damages, 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 the
Note on the relevant Interest Payment Date).

6.   MANDATORY REDEMPTION

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

7.   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 $1,000 or an integral multiple thereof) 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 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.

8.   NOTICE OF REDEMPTION

               Notice of redemption shall be mailed by first class mail at least
30 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

                                      D1-5
<Page>

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.

9.   DENOMINATIONS; TRANSFER; EXCHANGE

               The Note is in registered form, without coupons, in denominations
of $1,000 of principal amount and any integral multiple thereof. 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.

10.  PERSONS DEEMED OWNERS

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

11.  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.

12.  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.

13.  DEFAULTS AND REMEDIES

               Under the Indenture, Events of Default include: (1) defaults in
the payment of interest on, or Liquidated Damages, if any, with respect to 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,
the Guarantees of the Notes (with respect to any Guarantor) and the Collateral
Documents (with respect to any Restricted Subsidiary which has pledged assets or
property to secure its obligations under the Indenture and the Notes); (4)
default under any mortgage, indenture or instrument under which there may be

                                      D1-6
<Page>

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 or the Collateral Documents, 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; (9) except as permitted by the Collateral
Documents, any amendments thereto and the provisions of the Indenture, any of
the Collateral Documents ceases to be in full force and effect or ceases to be
effective, in all material respects, to create the Lien purported to be created
in the Collateral in favor of the Holders of the Notes for 60 days after notice;
and (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

                                      D1-7
<Page>

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 Note 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.

14.  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. Amendments to the Collateral Documents shall be made in accordance
with their terms.

15.  TRUSTEE DEALINGS WITH THE COMPANY

               The Trustee, in its individual or any other capacity, may become
the owner or pledgee of Securities 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, apply to the Commission for permission to continue
or resign.

16.  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, the Registration Rights Agreement, the Collateral Documents 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.

17.  GUARANTEES

                                      D1-8
<Page>

               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.

18.  GOVERNING LAW

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

19.  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.

20.  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).

21.  ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
     DEFINITIVE NOTES.

               In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes
shall have all the rights set forth in the Registration Rights Agreement.

22.  CUSIP NUMBERS

               Pursuant to a recommendation promulgated by the Committee on
Uniform Note Identification Procedures, the Company has caused CUSIP numbers to
be printed on the Notes, and the Trustee may use CUSIP 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 and the Registration Rights
Agreement. Such requests may be addressed to:

                              Owens-Brockway Glass Container Inc.
                              One SeaGate
                              Toledo, Ohio 43666
                              Attention: Investor Relations

                                      D1-9
<Page>

                        --------------------------------

                                      D1-10
<Page>

                                 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

                                      D1-11
<Page>

                       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:

               / / Section 4.10         / / 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

                                      D1-12
<Page>

             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:
<Table>
<Caption>
                                                          Principal Amount
                  Amount of decrease  Amount of increase      of this           Signature
                          in                  in            Global Note       of authorized
                      Principal           Principal        following such      signatory of
                      Amount of           Amount of         decrease (or       Trustee or
Date of Exchange   this Global Note    this Global Note      increase)          Custodian
----------------  ------------------  ------------------  ----------------    -------------
<S>               <C>                 <C>                 <C>                 <C>


</Table>


* THIS SHOULD BE INCLUDED ONLY IF THE NOTE IS ISSUED IN GLOBAL FORM.

                                      D1-13
<Page>

                                   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]


                       OWENS-BROCKWAY GLASS CONTAINER INC.

                      8 3/4% SENIOR SECURED NOTES DUE 2012


Number:                         CUSIP No. ___________                  $________


               OWENS-BROCKWAY GLASS CONTAINER INC., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to Cede & Co., as nominee
of The Depository Trust Company, or registered assigns, the principal sum of
___________________________________________________________________ DOLLARS
($_________) on November 15, 2012.

               Interest Payment Dates:  May 15 and November 15, commencing
               May 15, 2003.

               Record Dates: May 1 and November 1.

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

                                      D2-1
<Page>

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


                                        OWENS-BROCKWAY GLASS CONTAINER INC.


                                        By:
                                           -------------------------------
                                           Name:
                                           Title:


                                        By:
                                           -------------------------------
                                           Name:
                                           Title:


Dated: November 13, 2002


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


U.S. Bank National Association, as Trustee


By:
    --------------------------------
    Authorized Signatory

                                      D2-2
<Page>

                       OWENS-BROCKWAY GLASS CONTAINER INC.

                      8 3/4% SENIOR SECURED NOTES DUE 2012

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

1.   INTEREST

               OWENS-BROCKWAY GLASS CONTAINER INC., a Delaware corporation (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 Liquidated Damages payable pursuant to Section 5 of the Registration Rights
Agreement. Interest on this Note shall accrue from November 13, 2002 or from the
most recent interest payment date to which interest has been paid or provided
for, as the case may be; interest and Liquidated Damages on this Note shall be
payable semi-annually on May 15 and November 15 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 May 15, 2003; and interest on this Note
shall be payable to holders of record on the May 1 or November 1 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 and Liquidated Damages 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 May 1 or November 1 (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, interest and Liquidated Damages in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. Principal of and interest and Liquidated Damages, if
any, on this Note will be payable, and this Note may be exchanged or
transferred, at the office or agency of the Company in the Borough of Manhattan,
the City of New York (which initially will be a Corporate Trust Office of the
Trustee); PROVIDED that, at the option of the Company, payment of interest and
Liquidated Damages, if any, may be made by check mailed to the address of each
Holder as such address

                                      D1-3
<Page>

appears in the Note Register; PROVIDED further that payment by wire transfer of
immediately available funds will be required with respect to Principal of and
interest, and Liquidated Damages, if any, on, all Global Notes and all other
Notes the Holders of which will have provided wire transfer instructions to the
Company or the Paying Agent. Such payment will be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

3.   PAYING AGENT AND REGISTRAR

               Initially, U.S. Bank National Association, a national banking
association (the "TRUSTEE"), will act as 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
January 24, 2002 among the Company, the Guarantors and the Trustee, the terms of
which have been established in the Third Supplemental Indenture among the
Company, the Guarantors and the Trustee, dated as of November 13, 2002
(collectively, the "INDENTURE"), pursuant to Section 2.01 of the Indenture. This
Note is a series designated as the "8 3/4% Senior Secured Notes due 2012" 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. Sections 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.

               This Note is secured to the extent set forth in the Collateral
Documents and Article 11 of the Indenture.

5.   OPTIONAL REDEMPTION

               Except as described below, this Note shall not be redeemable at
the Company's option prior to November 15, 2007.

               On or after November 15, 2007, the Company may redeem all or a
part of this Note upon not less than 30 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 Liquidated Damages, if any, thereon, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on November 15 of the years indicated below:

<Table>
<Caption>
             YEAR                                             PERCENTAGE
             ----                                             ----------
             <S>                                               <C>
             2007..........................................    104.375%
             2008..........................................    102.917%
             2009..........................................    101.458%
             2010 and thereafter...........................    100.000%
</Table>

                                      D2-4
<Page>


               At any time prior to November 15, 2005, the Company may redeem on
any one or more occasions up to 35% of the aggregate principal amount of Notes
(calculated after giving effect to any issuance of Additional Securities) issued
under the Indenture at a redemption price of 108.875% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages, 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 65% of the
aggregate principal amount of Notes (calculated after giving effect to any
issuance of Additional Securities) 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.

               In addition, at any time prior to November 15, 2007, this Note
may also be redeemed, in whole but not in part, at the option of the Company
upon the occurrence of a Change of Control, upon not less than 30 nor more than
60 days prior notice (but in no event more than 90 days after the occurrence of
such Change of Control) mailed by first-class mail to each Holder's registered
address, at a redemption price equal to 100% of the principal amount of this
Note plus the Applicable Premium as of, and accrued and unpaid interest and
Liquidated Damages, 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 the
Note on the relevant Interest Payment Date).

6.   MANDATORY REDEMPTION

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

7.   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 $1,000 or an integral multiple thereof) 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 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.

                                      D2-5
<Page>

8.   NOTICE OF REDEMPTION

               Notice of redemption shall be mailed by first class mail at least
30 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.

9.   DENOMINATIONS; TRANSFER; EXCHANGE

               The Note is in registered form, without coupons, in denominations
of $1,000 of principal amount and any integral multiple thereof. 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.

10.  PERSONS DEEMED OWNERS

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

11.  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.

12.  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

                                      D2-6
<Page>

money and/or Government Securities for the payment of Principal and interest on
this Note to Maturity.

13.  DEFAULTS AND REMEDIES

               Under the Indenture, Events of Default include: (1) defaults in
the payment of interest on, or Liquidated Damages, if any, with respect to 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,
the Guarantees of the Notes (with respect to any Guarantor) and the Collateral
Documents (with respect to any Restricted Subsidiary which has pledged assets or
property to secure its obligations under the Indenture and the Notes); (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 or the Collateral Documents, 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; (9) except as permitted by the Collateral
Documents, any amendments thereto and the provisions of the Indenture, any of
the

                                      D2-7
<Page>

Collateral Documents ceases to be in full force and effect or ceases to be
effective, in all material respects, to create the Lien purported to be created
in the Collateral in favor of the Holders of the Notes for 60 days after notice;
and (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 Note 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.

14.  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. Amendments to the Collateral Documents shall be made in accordance
with their terms.

15.  TRUSTEE DEALINGS WITH THE COMPANY

               The Trustee, in its individual or any other capacity, may become
the owner or pledgee of Securities 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

                                      D2-8
<Page>

TIA it must eliminate such conflict within 90 days, apply to the Commission for
permission to continue or resign.

16.  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, the Registration Rights Agreement, the Collateral Documents 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.

17.  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.

18.  GOVERNING LAW

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

19.  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.

20.  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).

21.  ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
     DEFINITIVE NOTES.

                  In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement.

                                      D2-9
<Page>

22.  CUSIP NUMBERS

               Pursuant to a recommendation promulgated by the Committee on
Uniform Note Identification Procedures, the Company has caused CUSIP numbers to
be printed on the Notes, and the Trustee may use CUSIP 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 and the Registration Rights
Agreement. Such requests may be addressed to:

                                     Owens-Brockway Glass Container Inc.
                                     One SeaGate
                                     Toledo, Ohio 43666
                                     Attention: Investor Relations

                        ---------------------------------

                                     D2-10
<Page>

                                 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

                                      D2-11
<Page>

                       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:

               / / Section 4.10          / / 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

                                      D2-12
<Page>

             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:

<Table>
<Caption>
                                                           Principal Amount
                  Amount of decrease  Amount of increase       of this          Signature
                          in                  in             Global Note      of authorized
                      Principal            Principal        following such     signatory of
                      Amount of            Amount of        decrease (or        Trustee or
Date of Exchange   this Global Note    this Global Note       increase)         Custodian
----------------  ------------------  ------------------   ----------------   -------------
<S>               <C>                 <C>                  <C>                <C>


</Table>


* THIS SHOULD BE INCLUDED ONLY IF THE NOTE IS ISSUED IN GLOBAL FORM.

                                     D2-13