Exhibit 4.1


 


OWENS-ILLINOIS GROUP, INC.


OWENS-BROCKWAY GLASS CONTAINER INC.


OI PLASTIC PRODUCTS FTS INC.


UNITED GLASS LIMITED


OWENS ILLINOIS (AUSTRALIA) PTY LIMITED


ACI OPERATIONS PTY LIMITED


AZIENDE VETRARIE INDUSTRIALI
RICCIARDI – AVIR S.P.A.


O-I CANADA CORP.


BSN GLASSPACK, S.A.


 


FIRST AMENDMENT TO THIRD AMENDED


AND RESTATED SECURED CREDIT AGREEMENT


 


This FIRST AMENDMENT
TO THIRD AMENDED AND RESTATED SECURED CREDIT AGREEMENT (this “First  Amendment”)
is dated as of June 13, 2005 and entered into by and among OWENS-ILLINOIS GROUP, INC., a Delaware
corporation (“Company”), OWENS-BROCKWAY GLASS CONTAINER INC., a
Delaware corporation (“Owens-Brockway”),
OI PLASTIC PRODUCTS FTS INC., a
Delaware corporation (“O-I Plastic”),
UNITED GLASS LIMITED, a limited liability
company incorporated under the laws of England and Wales (registered number
526983) (“United Glass”), OWENS ILLINOIS (AUSTRALIA) PTY LIMITED, a
limited liability company organized under the laws of Australia (“O-I Australia”), ACI OPERATIONS PTY LIMITED, a limited liability company
organized under the laws of Australia (“ACI”),
AZIENDE VETRARIE INDUSTRIALI RICCIARDI – AVIR
S.P.A., a joint stock company organized under the laws of Italy (“Avir”), BSN
GLASSPACK, S.A., a French Societe anonyme (“BSN”),
O-I CANADA CORP., a Nova Scotia
corporation (“O-I Canada,” together with Owens-Brockway, O-I
Plastic, United Glass, O-I Australia, ACI, AVIR and BSN, “Borrowers”),
and OWENS-ILLINOIS GENERAL, INC., a
Delaware corporation (“O-I General”),
as Borrowers’ Agent (in such capacity “Borrowers’
Agent”), THE LENDERS LISTED ON THE
SIGNATURE PAGES HEREOF (each individually a “Lender”
and collectively, “Lenders”), DEUTSCHE BANK TRUST
COMPANY AMERICAS (“DB”),
as Administrative Agent for Lenders (“Administrative Agent”),
and DEUTSCHE BANK AG LONDON, as UK
Administrative Agent for Lenders (“UK Administrative Agent”), and is made with reference to
that certain Third Amended and Restated Secured Credit Agreement, dated as of October 7,
2004, by and among the Company, the Borrowers,
O-I General, the Lenders party
thereto, the Administrative Agent and the UK Administrative Agent (the “Credit Agreement”).  Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement.


 


RECITALS


 


WHEREAS, Company,
Borrower’s Agent and Borrowers desire to amend the Credit Agreement on, and
subject to, the terms, conditions and agreements set forth herein;


 


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


 





















 


Section 1.  AMENDMENTS TO THE CREDIT AGREEMENT


 


1.1          Amendments to Subsection 1.1:
Certain Defined Terms.


 


A.  The
defined term “Applicable
Base Rate Margin” in subsection 1.1 of the Credit Agreement is
hereby amended by deleting the word “or” where it appears immediately after the
first use of the words “Term Loans” therein and inserting in its place “0.75%
per annum, and for any” and deleting the second table contained therein.


 


B.  The
defined term “Applicable
Euro Margin” in subsection 1.1 of the Credit Agreement is hereby
amended by inserting “1.75% per annum, and for any” immediately after the first
use of the words “Term Loans” therein and deleting the second table contained
therein.


 


C.  Subsection 1.1
of the Credit Agreement is hereby further amended by adding to such subsection the
following definitions which shall be inserted in proper alphabetical order.


 


“Applicable First Amendment
Effective Date” means (i) with respect to the Tranche A1 Term
Loans, the Tranche A1 Amendment Effective Date, (ii) with respect to the
Tranche B1 Term Loans, the Tranche B1 Amendment Effective Date, (iii) with
respect to the French Tranche C1 Term Loans, the French Tranche C1 Amendment
Effective Date, and (iv) with respect to the French Tranche C2 Term Loans,
the French Tranche C2 Amendment Effective Date.


 


“First Amendment”
means the First Amendment to this Agreement dated June 13, 2005.


 


“First Amendment
Effective Date” has the meaning assigned to that term in Section 2.1
of the First Amendment.


 


 “French
Tranche C1 Amendment Effective Date” has the meaning assigned
to that term in Section 2.4 of the First Amendment.


 


“French Tranche C2 Amendment Effective Date”
has the meaning assigned to that term in Section 2.5 of the First
Amendment.


 


“Spanish
Disposition” has the meaning assigned to that term in subsection 6.7(iv).


 


“Tranche A1 Amendment Effective Date”
has the meaning assigned to that term in Section 2.2 of the First
Amendment.


 


“Tranche B1 Amendment Effective Date”
has the meaning assigned to that term in Section 2.3 of the First
Amendment.


 


2





















 


1.2          Matters related to Proposed Merger
of BSN Glasspack Espana, S.A. with Vidrieria Rovira, Srl.


 


A.  Amendment
to Subsection 6.7: Restriction on Fundamental Changes; Assets Sales.  Section 6.7(iv) is hereby amended
and restated in its entirety to read as follows:


 


“(iv)        BSN Glasspack Espana, S.A. may be transferred
to or combined with, by merger, sale or otherwise, Vidrieria Rovira, Srl (the “Spanish Disposition”);”


 


B.  Consent
to Release of BSN Glasspack Espana, S.A. 
In order to permit the Spanish Disposition, Requisite Lenders hereby
consent to (a) the release by Administrative Agent of BSN Glasspack
Espana, S.A. as an Offshore Guarantor, and (b) the release by
Administrative Agent of the Liens granted pursuant to the Collateral Documents by
BSN Glasspack Espana, S.A. and the Liens granted by BSN on the capital stock of
BSN Glasspack Espana, S.A and the termination of the applicable Collateral
Documents.


 


Section 2.  CONDITIONS TO EFFECTIVENESS


 


2.1          Section 1 of
this First Amendment (other than Sections 1.1A and 1.1B) shall become effective
only upon the satisfaction of all of the conditions precedent (the date of satisfaction
of all such conditions precedent being referred to herein as the “First Amendment Effective Date”) set forth in this Section 2.1.


 


A.  Representations
and Warranties.  On
the First Amendment Effective Date, (a) after giving effect to Section 1
hereof, the representations and warranties contained in Section 3 hereof
shall be true and correct as of such date, as though made on and as of such
date; (b) after giving effect to Section 1 hereof, no Potential Event
of Default or Event of Default shall then exist; and (c) the Company shall
deliver to Administrative Agent a certificate signed by a Responsible Officer
of Company confirming the foregoing.


 


B.  Corporate
Documents.  On or
before the First Amendment Effective Date, Company and each Borrower shall deliver
to Lenders (or to Administrative Agent for Lenders, with sufficient originally
executed copies as requested by the Administrative Agent), with respect to
Company and each Borrower, a Secretary’s Certificate, in form and substance
reasonably satisfactory to Administrative Agent and dated the First Amendment
Effective Date, certifying that (1) the Organizational Documents, (2) the
resolutions of the Governing Body and (3) the signature and incumbency
certificate of for the Company and each Borrower, in each case, as delivered to
Administrative Agent on the Third Restatement Date, are in full force and
effect and have not been amended or modified in any respect since the Third Restatement
Date and (4) attached thereto is a true and correct copy of the resolutions
of the Governing Body of such Person authorizing the execution and delivery of
the First Amendment.


 


C.  Amendment.  Administrative Agent shall have received from
(i) Requisite Lenders, and (ii) Company
and the Borrowers, (A) a counterpart of this First Amendment signed on
behalf of such party or written evidence satisfactory to Administrative Agent
(which may include telecopy transmission of a signed signature page of
this First Amendment) that such party has signed a counterpart of this First Amendment,
and (B) a counterpart of any amendment to the Collateral Documents
necessary or advisable in the reasonable judgment of the Collateral Agent to
effectuate the transactions contemplated by this First Amendment signed on
behalf of


 


3





















 


such party or written
evidence reasonably satisfactory to Administrative Agent that such party has
signed such counterpart.


 


D.  Fees.  Company shall have paid all reasonable fees
and expenses of Administrative Agent (including, without limitation, the
reasonable fees and disbursements of counsel) in connection with this First
Amendment and the documents and transactions related hereto.


 


E.   Guarantor
Acknowledgement. 
On or before the First Amendment Effective Date, Company shall cause
each Guarantor to deliver to Administrative Agent a Guarantor Acknowledgement
substantially in the form of Annex A attached hereto (except for
Guarantor Acknowledgements for VMC and
Group Renforte, which Company shall deliver within seven days of the First
Amendment Effective Date).


 


2.2          Sections 1.1A and
1.1B of this Amendment shall become effective with respect to the Tranche A1
Term Loans only upon the satisfaction of all of the following conditions
precedent (the date on which such conditions precedent are satisfied being the “Tranche A1 Amendment Effective Date”): (a) the First
Amendment Effective Date shall have occurred, and (b) each Lender with Tranche
A1 Term Loan Exposure shall have executed and delivered a counterpart to this
First Amendment.


 


2.3          Sections 1.1A and
1.1B of this Amendment shall become effective with respect to the Tranche B1
Term Loans only upon the satisfaction of all of the following conditions
precedent (the date on which such conditions precedent are satisfied being the “Tranche B1 Amendment Effective Date”): (a) the First
Amendment Effective Date shall have occurred, and (b) each Lender with
Tranche B1 Term Loan Exposure shall have executed and delivered a counterpart
to this First Amendment.


 


2.4          Sections 1.1A and
1.1B of this Amendment shall become effective with respect to the French
Tranche C1 Term Loans only upon the satisfaction of all of the following
conditions precedent (the date on which such conditions precedent are satisfied
being the “French Tranche C1 Amendment Effective Date”):
(a) the First Amendment Effective Date shall have occurred, and (b) each
Lender with French Tranche C1 Term Loan Exposure shall have executed and
delivered a counterpart to this First Amendment.


 


2.5          Sections 1.1A and
1.1B of this Amendment shall become effective with respect to the French
Tranche C2 Term Loans only upon the satisfaction of all of the following
conditions precedent (the date on which such conditions precedent are satisfied
being the “French Tranche C2 Amendment Effective Date”):
(a) the First Amendment Effective Date shall have occurred, and (b) each
Lender with French Tranche C2 Term Loan Exposure shall have executed and
delivered a counterpart to this First Amendment.


 


Section 3.  REPRESENTATIONS AND WARRANTIES


 


In order to induce Lenders and Administrative Agent to
enter into this First Amendment and to amend the Credit Agreement in the manner
provided herein, Company and each Borrower represents and warrants to
Administrative Agent and each Lender that the following statements are true,
correct and complete:


 


4





















 


A.  Authorization;
Binding Obligations. 
Company, each Borrower and each Guarantor has all requisite organizational
power and authority to enter into this First Amendment and to carry out the
transactions contemplated by, and perform its obligations under the Credit
Agreement as amended by this First Amendment (the “Amended
Agreement”).  The execution,
delivery and performance of this First Amendment and the performance of the
Amended Agreement have been duly authorized by all necessary organizational
action by Company, each Borrower and each Guarantor.  This First Amendment and the Amended
Agreement has been duly executed and delivered by Company, each Borrower and
each Guarantor and are the legally valid and binding obligations of Company,
each Borrower and each Guarantor, enforceable against Company, each Borrower
and each Guarantor in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally
and by equitable principles relating to enforceability.


 


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


 


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


 


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


 


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


 


5





















 


Section 4.  MISCELLANEOUS


 


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


 


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


 


(ii)           Except
as specifically amended by this First Amendment, the Credit Agreement and the
other Loan Documents shall remain in full force and effect and, to the extent
necessary, are hereby ratified and confirmed. 
For the avoidance of doubt, the execution of this First Amendment by
each Lender with French Tranche C1 Term Loan Exposure or each Lender with
French Tranche C2 Term Loan Exposure shall not affect or waive in any way any
provision in any Collateral Document governed by French law stating that it
secures the “Secured Obligations” (as such term is defined in such Collateral
Documents) as they may be amended, modified, novated, supplemented, or restated
from time to time under the Credit Agreement.


 


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


 


B.  Authorization
of the Collateral Agent.


 


The Lenders hereby authorize the Collateral Agent to
execute and deliver any amendment to the Collateral Documents necessary or
advisable in the judgment of the Collateral Agent to effectuate the
transactions contemplated by this First Amendment.


 


C.  Fees
and Expenses.


 


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


 


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


 


E.   Applicable Law.  THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT


 


6





















 


LIMITATION SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.


 


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


 


7





















 


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


 


	
   

  	
  OWENS-ILLINOIS
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OWENS-BROCKWAY
  GLASS CONTAINER INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OI
  PLASTIC PRODUCTS FTS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNITED
  GLASS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OWENS
  ILLINOIS (AUSTRALIA) PTY LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


S-1





















 


	
   

  	
  ACI
  OPERATIONS PTY LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AZIENDE
  VETRARIE INDUSTRIALI RICCIARDI –

  AVIR S.P.A.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  O-I
  CANADA CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BSN
  GLASSPACK, S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OWENS-ILLINOIS
  GENERAL, INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


S-2





















 


	
  AGENTS
  AND LENDERS:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS,

  individually and as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Deutsche Bank
  Trust Company Americas

  
	
   

  	
   

  	
  60 Wall Street, 38th Floor

  
	
   

  	
   

  	
  New York, New
  York 10005

  
	
   

  	
   

  	
  Attention: Mary
  Jo Jolly

  
	
   

  	
   

  	
   

  
	
   

  	
  With
  a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Deutsche Bank
  Trust Company Americas

  
	
   

  	
   

  	
  222 South
  Riverside Plaza

  
	
   

  	
   

  	
  MS CHI105-2900

  
	
   

  	
   

  	
  Chicago,
  Illinois 60606

  
	
   

  	
   

  	
  Telephone: (312)
  537-4231

  
	
   

  	
   

  	
  Fax: (312) 537-1324

  
	
   

  	
   

  	
  Attention: Marla Brefka Heller

  



 


S-3





















 


	
   

  	
  DEUTSCHE BANK AG LONDON

  As UK
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Graham Hodgkin

  
	
   

  	
   

  	
  Corporate
  Trust & Agency Services

  
	
   

  	
   

  	
  33 Old Broad
  Street

  
	
   

  	
   

  	
  Mail Stop 606

  
	
   

  	
   

  	
  London EC2N 1HW

  
	
   

  	
   

  	
  United Kingdom

  



 


S-4





















 


	
   

  	
   

  	
   

  
	
   

  	
  As a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


S-5





















 


ANNEX A –FORM OF
GUARANTOR ACKNOWLEDGEMENT


 


ACKNOWLEDGEMENT
AND CONSENT


 


This ACKNOWLEDGEMENT AND
CONSENT (this “Acknowledgment”)
is dated as of June   , 2005 and entered into by OWENS-ILLINOIS GROUP, INC., a Delaware
corporation (“Company”) and each
of THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES
of Company (each of Company and such undersigned Subsidiaries being a “Credit Support Party” and collectively “Credit
Support Parties”) for the benefit of the Lenders party to that
certain Third Amended and Restated Secured Credit Agreement, dated as of October 7,
2004, by and among the Company,
OWENS-BROCKWAY GLASS CONTAINER INC., a Delaware corporation (“Owens-Brockway”), OI PLASTIC PRODUCTS FTS INC., a Delaware corporation (“O-I Plastic”), UNITED GLASS LIMITED, a
limited liability company incorporated under the laws of England and Wales
(registered number 526983) (“United Glass”),
OWENS ILLINOIS (AUSTRALIA) PTY LIMITED,
a limited liability company organized under the laws of Australia (“O-I Australia”), ACI OPERATIONS PTY LIMITED, a limited liability company organized
under the laws of Australia (“ACI”),
AZIENDE VETRARIE INDUSTRIALI RICCIARDI
– AVIR S.P.A., a joint stock company organized under the laws of Italy (“Avir”), BSN GLASSPACK, S.A., a French
Societe anonyme (“BSN”), O-I CANADA CORP., a Nova Scotia
corporation (“O-I Canada,” together with Owens-Brockway, O-I
Plastic, United Glass, O-I Australia, ACI, AVIR and BSN, “Borrowers”),
and OWENS-ILLINOIS GENERAL, INC., a Delaware corporation (“O-I General”), as Borrowers’ Agent (in such
capacity “Borrowers’ Agent”), the
lenders listed on the signature pages thereof (each individually a “Lender” and collectively, “Lenders”),
DEUTSCHE BANK TRUST COMPANY
AMERICAS (“DB”), as Administrative
Agent for Lenders (“Administrative Agent”),
and DEUTSCHE BANK AG LONDON, as UK Administrative Agent for Lenders (“UK Administrative Agent”),
as amended by that certain First Amendment to Third Amended and Restated
Secured Credit Agreement (the “First Amendment”)
dated as of June 13, 2005 by and among the Company, the Borrowers, O-I
General, the Lenders party thereto, the Administrative Agent and the UK
Administrative Agent.  Capitalized terms
used herein without definition shall have the same meanings herein as set forth
in the Credit Agreement.


 


RECITALS


 


WHEREAS, the Lenders have entered into the
Credit Agreement with certain subsidiaries of Company as Borrowers and with
Company as guarantor pursuant to Section 9 thereof and O-I General as
Borrowers’ Agent;


 


WHEREAS, certain of the Credit Support
Parties have entered into the Subsidiary Guaranty of all Obligations as defined
in and now or hereafter existing under or in respect of the Credit Agreement;


 


WHEREAS, certain of the Credit Support
Parties have entered into a Domestic Borrowers’ Guaranty under which each
Domestic Borrower has guaranteed (i) all Obligations of the other Domestic
Borrower; (ii) all Obligations of the Offshore Borrowers; and (iii) all
Other Lender Guarantied Obligations;


 


1





















 


WHEREAS, certain of the Credit Support
Parties have entered into Offshore Guaranties;


 


WHEREAS, the Credit Support Parties have
entered into certain Collateral Documents creating Liens on and/or pledging
certain Collateral as security for their respective obligations under the
Credit Agreement, Subsidiary Guaranty, Domestic Borrowers’ Guaranty and the
Offshore Guaranties (Company’s guaranty under Section 9 of the Credit
Agreement, the Domestic Borrowers’ Guaranty, the Subsidiary Guaranty, the
Offshore Guaranties and the Collateral Documents being referred to collectively
herein as the “Credit Support Documents”);


 


WHEREAS, it is a condition to the
effectiveness of the First Amendment that each of the Credit Support Parties
execute this Acknowledgement and Consent.


 


NOW,
THEREFORE, in consideration of the agreements of the Lenders
contained in the First Amendment, the undersigned Credit Support Parties
acknowledge and agree as follows:


 


1.             Each Credit Support Party hereby
acknowledges that it has reviewed the terms and provisions of the Credit
Agreement and the First Amendment and consents to the amendment of the Credit
Agreement effected pursuant to the First Amendment.  Each Credit Support Party hereby confirms
that each Credit Support Document to which it is a party or is otherwise bound
and all Collateral encumbered thereby will continue to guaranty or secure, as
the case may be, to the fullest extent possible the payment and performance of
all “Guarantied Obligations,” “Secured Obligations” and “Obligations,” as the
case may be (in each case as such terms are defined in the applicable Credit
Support Document), including without limitation the payment and performance of
all such “Guarantied Obligations,” “Secured Obligations” and “Obligations” as
the case may be, in respect of the obligations of the Borrowers now or
hereafter existing under or in respect of the Credit Agreement.


 


2.             Each Credit Support Party acknowledges
and agrees that any of the Credit Support Documents to which it is a party or
is otherwise bound shall continue in full force and effect and that all of its
obligations thereunder shall be valid and enforceable and shall not be impaired
or limited by the execution or effectiveness of the First Amendment.  Each Credit Support Party represents and
warrants that all representations and warranties contained in the Credit
Agreement and the Credit Support Documents to which it is a party or otherwise bound
are true, correct and complete in all material respects on and as of the First
Amendment Effective Date (as defined in the First Amendment) to the same extent
as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.


 


3.             Each Credit Support Party (other
than Company and the Domestic Borrowers in their capacity as such) acknowledges
and agrees that (i) notwithstanding the conditions to effectiveness set
forth of the First Amendment, such Credit Support Party is not required by the
terms of the Credit Agreement or any other Loan Document to consent to the
amendments to the Credit Agreement effected pursuant to the First Amendment and
(ii) nothing


 


2





















 


in the Credit Agreement,
the First Amendment or any other Loan Document shall be deemed to require the
consent of such Credit Support Party to any future amendments to the Credit
Agreement.


 


IN
WITNESS WHEREOF, each of the undersigned Credit Support
Parties has caused this Acknowledgement and Consent to be duly executed as of
the day and year first written above.


 


	
   

  	
  OWENS-ILLINOIS
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [insert applicable signature blocks]

  



 


3