Exhibit 4.26


 


Execution Copy


 




 





OWENS-BROCKWAY GLASS CONTAINER INC.


 


Issuer


 


and


 


The Guarantors set forth in Annex A attached hereto


 










 


INDENTURE


 


dated as of December 1, 2004


 










 


Law Debenture Trust Company of New York


 


Trustee


 


and


 


Deutsche Bank Trust Company Americas


 


Registrar and Dollar Notes Paying Agent


and


 


Deutsche Bank AG, acting through its London Branch


Euro Notes Paying Agent




 





 





















 


TABLE OF CONTENTS


 


	
  RECITALS OF THE COMPANY

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  1. DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 1.01.

  	
  Certain
  Definitions.

  	
   

  
	
   

  	
  Section 1.02.

  	
  Other
  Definitions.

  	
   

  
	
   

  	
  Section 1.03.

  	
  Incorporation
  by Reference of Trust Indenture Act.

  	
   

  
	
   

  	
  Section 1.04.

  	
  Rules of
  Construction.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2. THE
  SECURITIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.01.

  	
  Unlimited in
  Amount, Form and Dating.

  	
   

  
	
   

  	
  Section 2.02.

  	
  Execution
  and Authentication.

  	
   

  
	
   

  	
  Section 2.03.

  	
  Registrar and
  Paying Agent.

  	
   

  
	
   

  	
  Section 2.04.

  	
  Paying Agent to
  Hold Money in Trust.

  	
   

  
	
   

  	
  Section 2.05.

  	
  Holder Lists.

  	
   

  
	
   

  	
  Section 2.06.

  	
  Transfer and
  Exchange.

  	
   

  
	
   

  	
  Section 2.07.

  	
  Replacement Notes.

  	
   

  
	
   

  	
  Section 2.08.

  	
  Outstanding Notes.

  	
   

  
	
   

  	
  Section 2.09.

  	
  Temporary Notes.

  	
   

  
	
   

  	
  Section 2.10.

  	
  Cancellation.

  	
   

  
	
   

  	
  Section 2.11.

  	
  Defaulted Interest.

  	
   

  
	
   

  	
  Section 2.12.

  	
  Special Record
  Dates.

  	
   

  
	
   

  	
  Section 2.13.

  	
  CUSIP, Common Code
  and ISIN Numbers.

  	
   

  
	
   

  	
  Section 2.14.

  	
  Denominations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3. REDEMPTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.01.

  	
  Notices to Trustee.

  	
   

  
	
   

  	
  Section 3.02.

  	
  Selection of Notes
  to Be Redeemed.

  	
   

  
	
   

  	
  Section 3.03.

  	
  Notice of
  Redemption.

  	
   

  
	
   

  	
  Section 3.04.

  	
  Effect of Notice of
  Redemption.

  	
   

  
	
   

  	
  Section 3.05.

  	
  Deposit of
  Redemption Price.

  	
   

  
	
   

  	
  Section 3.06.

  	
  Notes Redeemed in
  Part.

  	
   

  
	
   

  	
  Section 3.07.

  	
  Optional
  Redemption.

  	
   

  
	
   

  	
  Section 3.08.

  	
  Mandatory
  Redemption.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  4. COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.01.

  	
  Payment of
  Securities.

  	
   

  
	
   

  	
  Section 4.02.

  	
  Maintenance of
  Office or Agency.

  	
   

  
	
   

  	
  Section 4.03.

  	
  Commission Reports.

  	
   

  
	
   

  	
  Section 4.04.

  	
  Compliance
  Certificate.

  	
   

  
	
   

  	
  Section 4.05.

  	
  Taxes.

  	
   

  
	
   

  	
  Section 4.06.

  	
  Stay, Extension and
  Usury Laws.

  	
   

  
	
   

  	
  Section 4.07.

  	
  Corporate
  Existence.

  	
   

  



 


i





















 


	
   

  	
  Section 4.08.

  	
  [Intentionally
  Omitted]

  	
   

  
	
   

  	
  Section 4.09.

  	
  Fall-Away Event.

  	
   

  
	
   

  	
  Section 4.10.

  	
  Offer to Repurchase
  Upon a Change of Control.

  	
   

  
	
   

  	
  Section 4.11.

  	
  Asset Sales.

  	
   

  
	
   

  	
  Section 4.12.

  	
  Restricted Payments.

  	
   

  
	
   

  	
  Section 4.13.

  	
  Incurrence of
  Indebtedness and Issuance of Preferred Stock.

  	
   

  
	
   

  	
  Section 4.14.

  	
  Liens.

  	
   

  
	
   

  	
  Section 4.15.

  	
  Dividend and Other
  Payment Restrictions Affecting Restricted Subsidiaries.

  	
   

  
	
   

  	
  Section 4.16.

  	
  Transactions with
  Affiliates.

  	
   

  
	
   

  	
  Section 4.17.

  	
  Payments for
  Consent.

  	
   

  
	
   

  	
  Section 4.18.

  	
  Designation of
  Restricted and Unrestricted Subsidiaries.

  	
   

  
	
   

  	
  Section 4.19.

  	
  Limitations on
  Issuances of Guarantees of Indebtedness.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5. SUCCESSORS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.01.

  	
  When OI Group May
  Merge, Etc.

  	
   

  
	
   

  	
  Section 5.02.

  	
  Successor
  Corporation Substituted.

  	
   

  
	
   

  	
  Section 5.03.

  	
  Assignment of
  Obligations.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6. DEFAULTS
  AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.01.

  	
  Events of Default.

  	
   

  
	
   

  	
  Section 6.02.

  	
  Acceleration.

  	
   

  
	
   

  	
  Section 6.03.

  	
  Other Remedies.

  	
   

  
	
   

  	
  Section 6.04.

  	
  Waiver of Past
  Defaults.

  	
   

  
	
   

  	
  Section 6.05.

  	
  Control by
  Majority.

  	
   

  
	
   

  	
  Section 6.06.

  	
  Limitation on
  Suits.

  	
   

  
	
   

  	
  Section 6.07.

  	
  Rights of
  Holders to Receive Payment.

  	
   

  
	
   

  	
  Section 6.08.

  	
  Collection
  Suit by Trustee.

  	
   

  
	
   

  	
  Section 6.09.

  	
  Trustee May
  File Proofs of Claim.

  	
   

  
	
   

  	
  Section 6.10.

  	
  Priorities.

  	
   

  
	
   

  	
  Section 6.11.

  	
  Undertaking
  for Costs.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7.
  TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.01.

  	
  Duties of
  Trustee.

  	
   

  
	
   

  	
  Section 7.02.

  	
  Rights of
  Trustee.

  	
   

  
	
   

  	
  Section 7.03.

  	
  Individual
  Rights of Trustee.

  	
   

  
	
   

  	
  Section 7.04.

  	
  Trustee’s Disclaimer.

  	
   

  
	
   

  	
  Section 7.05.

  	
  Notice of
  Defaults.

  	
   

  
	
   

  	
  Section 7.06.

  	
  Reports by
  Trustee to Holders.

  	
   

  
	
   

  	
  Section 7.07.

  	
  Compensation
  and Indemnity.

  	
   

  
	
   

  	
  Section 7.08.

  	
  Replacement of
  Trustee.

  	
   

  
	
   

  	
  Section 7.09.

  	
  Successor
  Trustee by Merger, Etc.

  	
   

  
	
   

  	
  Section 7.10.

  	
  Eligibility;
  Disqualification.

  	
   

  
	
   

  	
  Section 7.11.

  	
  Preferential
  Collection of Claims Against Company.

  	
   

  



 


ii





















 


	
  ARTICLE 8.
  SATISFACTION AND DISCHARGE; DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.01.

  	
  Satisfaction
  and Discharge of Indenture.

  	
   

  
	
   

  	
  Section 8.02.

  	
  Application of
  Trust Funds; Indemnification.

  	
   

  
	
   

  	
  Section 8.03.

  	
  Legal
  Defeasance of Notes.

  	
   

  
	
   

  	
  Section 8.04.

  	
  Covenant
  Defeasance.

  	
   

  
	
   

  	
  Section 8.05.

  	
  Repayment to
  Company.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  9. SUPPLEMENTS, AMENDMENTS AND WAIVERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.01.

  	
  Without
  Consent of Holders.

  	
   

  
	
   

  	
  Section 9.02.

  	
  With Consent
  of Holders.

  	
   

  
	
   

  	
  Section 9.03.

  	
  Revocation and
  Effect of Consents.

  	
   

  
	
   

  	
  Section 9.04.

  	
  Notation on or
  Exchange of Notes.

  	
   

  
	
   

  	
  Section 9.05.

  	
  Trustee/Agents
  to Sign Amendments, Etc.

  	
   

  
	
   

  	
  Section 9.06.

  	
  Votes by
  Holders of Dollar Notes; Votes by Holders of Euro Notes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10.
  GUARANTEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  10.01.

  	
  Guarantee.

  	
   

  
	
   

  	
  Section
  10.02.

  	
  Limitation
  on Liability.

  	
   

  
	
   

  	
  Section
  10.03.

  	
  Execution
  and Delivery of Guarantee.

  	
   

  
	
   

  	
  Section
  10.04.

  	
  Successors
  and Assigns.

  	
   

  
	
   

  	
  Section
  10.05.

  	
  No Waiver.

  	
   

  
	
   

  	
  Section
  10.06.

  	
  Right of
  Contribution.

  	
   

  
	
   

  	
  Section
  10.07.

  	
  No
  Subrogation.

  	
   

  
	
   

  	
  Section
  10.08.

  	
  Additional
  Guarantors; Reinstatement of Guarantees.

  	
   

  
	
   

  	
  Section
  10.09.

  	
  Modification.

  	
   

  
	
   

  	
  Section 10.10.

  	
  Release of
  Guarantor.

  	
   

  
	
   

  	
  Section
  10.11.

  	
  Merger,
  Consolidation and Sale of Assets of a Guarantor.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11.
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  11.01.

  	
  Indenture
  Subject to Trust Indenture Act.

  	
   

  
	
   

  	
  Section
  11.02.

  	
  Notices.

  	
   

  
	
   

  	
  Section
  11.03.

  	
  Communication
  by Holders with Other Holders.

  	
   

  
	
   

  	
  Section
  11.04.

  	
  Certificate
  and Opinion as to Conditions Precedent.

  	
   

  
	
   

  	
  Section
  11.05.

  	
  Statements
  Required in Certificate or Opinion.

  	
   

  
	
   

  	
  Section
  11.06.

  	
  Rules by
  Trustee and Agents.

  	
   

  
	
   

  	
  Section
  11.07.

  	
  Legal
  Holidays.

  	
   

  
	
   

  	
  Section
  11.08.

  	
  No Recourse
  Against Others.

  	
   

  
	
   

  	
  Section
  11.09.

  	
  Counterparts.

  	
   

  
	
   

  	
  Section
  11.10.

  	
  Governing
  Law.

  	
   

  
	
   

  	
  Section
  11.11.

  	
  Severability.

  	
   

  
	
   

  	
  Section
  11.12.

  	
  Effect of
  Headings, Table of Contents, Etc.

  	
   

  
	
   

  	
  Section
  11.13.

  	
  Successors
  and Assigns.

  	
   

  
	
   

  	
  Section
  11.14.

  	
  No
  Interpretation of Other Agreements.

  	
   

  



 


iii





















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.09; 7.10

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  7.10

  	
   

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (a)(5)

  	
   

  	
  7.10

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.03, 7.08; 7.10

  	
   

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  	
   

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.11

  	
   

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  	
   

  
	
  312

  	
  (a)

  	
   

  	
  2.05

  	
   

  
	
   

  	
  (b)

  	
   

  	
  11.03

  	
   

  
	
   

  	
  (c)

  	
   

  	
  11.03

  	
   

  
	
  313

  	
  (a)

  	
   

  	
  7.06

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.06

  	
   

  
	
   

  	
  (c)

  	
   

  	
  7.06; 11.02

  	
   

  
	
   

  	
  (d)

  	
   

  	
  7.06

  	
   

  
	
  314

  	
  (a)

  	
   

  	
  4.03

  	
   

  
	
   

  	
  (c)(1)

  	
   

  	
  11.04

  	
   

  
	
   

  	
  (c)(2)

  	
   

  	
  11.04

  	
   

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (e)

  	
   

  	
  11.05

  	
   

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  	
   

  
	
  315

  	
  (a)

  	
   

  	
  7.01(b)(ii); 7.02

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.02; 7.05; 11.02

  	
   

  
	
   

  	
  (c)

  	
   

  	
  7.01(a); 7.02

  	
   

  
	
   

  	
  (d)

  	
   

  	
  7.01(d); 7.02

  	
   

  
	
   

  	
  (e)

  	
   

  	
  6.11

  	
   

  
	
  316

  	
  (a)(last
  sentence)

  	
   

  	
  2.08

  	
   

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  6.05

  	
   

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.04

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (b)

  	
   

  	
  6.07

  	
   

  
	
   

  	
  (c)

  	
   

  	
  2.12; 9.03

  	
   

  
	
  317

  	
  (a)(1)

  	
   

  	
  6.08

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  	
   

  
	
   

  	
  (b)

  	
   

  	
  2.04

  	
   

  
	
  318

  	
  (a)

  	
   

  	
  11.01

  	
   

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  	
   

  
	
   

  	
  (c)

  	
   

  	
  11.01

  	
   

  



 










N.A.
means not applicable.


 


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


 


iv





















 


INDENTURE dated as of December 1, 2004 among
Owens-Brockway Glass Container Inc., a Delaware corporation (the “Company”), the Guarantors (as defined
herein), Law Debenture Trust Company of New York, a New York Trust Company, as
Trustee, Deutsche Bank Trust Company Americas, as Registrar and Dollar Notes
Paying Agent, and Deutsche Bank AG, acting through its London Branch, as Euro
Notes Paying Agent.


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the creation of an
issue of (i) €225,000,000 aggregate principal amount of 63⁄4% Senior Notes due
2014 issued on the date hereof (the “Initial Euro Notes”) and $400,000,000
aggregate principal amount of 63⁄4% Senior Notes due 2014 issued on the date
hereof (the “Initial Dollar Notes,” and, together with the Initial Euro Notes,
the “Initial Securities”) and (ii) if and when issued pursuant to the
Registration Rights Agreement, dated the date hereof, among the Company, the
Guarantors and the Initial Purchasers (as defined therein), (the “Registration
Rights Agreement”), 63⁄4% Senior Notes due 2014 issued in an Exchange Offer in
exchange for any Initial Euro Notes (the “Exchange Euro Notes”) and 63⁄4% Senior
Notes due 2014 issued in an Exchange Offer for any Initial Dollar Notes (the “Exchange
Dollar Notes,” and together with the Exchange Euro Notes, the “Exchange
Securities,” and collectively with the Initial Securities, the “Notes”), of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.


 


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


 


Upon the issuance of any Exchange Securities or the
effectiveness of a Shelf Registration Statement, this Indenture shall be
subject to the provisions of the Trust Indenture Act of 1939, as amended, that
are required to be part of this Indenture and shall, to the extent applicable,
be governed by such provisions.


 


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


 


ARTICLE 1.



DEFINITIONS AND INCORPORATION

BY REFERENCE


 


Section
1.01.                                                 Certain Definitions.


 


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


 


“Acquired Debt” means, with respect to any specified Person:
(1) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a


 





















 


Restricted
Subsidiary of such specified Person, whether or not such Indebtedness is
incurred in connection with, or in contemplation of, such other Person merging
with or into, or becoming a Restricted Subsidiary of, such specified Person;
and (2) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person.


 


“Additional Interest” means the payment of additional interest as
set forth in the Registration Rights Agreement.


 


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


 


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


 


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


 


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


 


“Board Resolution” means (1) with respect to a corporation, a
copy of a resolution certified by the Secretary or an Assistant Secretary of
such corporation to have been


 


2





















 


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


 


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


 


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


 


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


 


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


 


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


 


“Cash Equivalents” means: (1) United States dollars; (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


 


3





















 


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 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.


 


“Clearstream” means Clearstream Banking, S.A.


 


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


 


“Commission” means the Securities and Exchange
Commission.


 


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


 


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


 


4





















 


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


 


“Consolidated Cash Flow” means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus: (1) an amount equal to any
extraordinary loss realized by such Person or any of its Restricted
Subsidiaries in connection with any sale or other disposition of assets, to the
extent such losses were deducted in computing such Consolidated Net Income; plus (2) provision for taxes based on
income or profits of such Person and its Restricted Subsidiaries for such
period, to the extent that such provision for taxes was deducted in computing
such Consolidated Net Income; plus (3)
consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued and whether or not capitalized
(including without limitation amortization of debt issuance costs and original
issue discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments associated
with Capital Lease Obligations, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers’ acceptance
financings, and net of the effect of all payments made or received pursuant to
Hedging Obligations), to the extent that any such expense was deducted in
computing such Consolidated Net Income; plus
(4) depreciation, amortization (including amortization of goodwill
and other intangibles but excluding amortization of prepaid cash expenses that
were paid in a prior period) and other non-cash charges and expenses (excluding
any amortization of a prepaid cash expense that was paid in a prior period) of
such Person and its Restricted Subsidiaries for such period to the extent that
such depreciation, amortization and other non-cash charges and expenses were
deducted in computing such Consolidated Net Income; minus (5) an amount equal to any extraordinary gain realized
by such Person or any of its Restricted Subsidiaries in connection with any
sale or other disposition of assets, to the extent such gains were included in
computing such Consolidated Net Income; minus
(6) pension expenses, retiree medical expenses and any other
material non cash items increasing Consolidated Net Income for such period that
are disclosed in such Person’s financial statements, other than accrual of
revenue in the ordinary course of business, in each case without duplication,
on a consolidated basis and determined in accordance with GAAP; minus (7) net cash payments to OI Inc. by
OI Group for (i) claims of persons for exposure to asbestos containing products
and expenses related thereto and (ii) dividends on any outstanding preferred
stock of OI Inc., in each case without duplication, on a consolidated basis and
determined in accordance with GAAP.


 


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


 


5





















 


“Consolidated Net Income” means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:
(1) the Net Income (but not loss) of any Person that is not a Restricted
Subsidiary or that is accounted for by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid in
cash to the specified Person or a Wholly Owned Restricted Subsidiary of the
specified Person; (2) the Net Income of any Restricted Subsidiary will be
excluded to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is not at the
date of determination permitted without any prior governmental approval (that
has not been obtained) or, is prohibited, directly or indirectly, by operation
of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to that Restricted
Subsidiary or its stockholders, other than agreements, instruments, judgments,
decrees, orders, statutes, rules and government regulations existing on January
24, 2002; (3) the Net Income of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded; (4) the cumulative effect of a change in accounting principles under
GAAP shall be excluded; (5) all extraordinary, unusual or nonrecurring gains
and losses (including without limitation any one-time costs incurred in
connection with acquisitions) (together with any related provision for taxes)
shall be excluded; (6) any gain or loss (together with any related provision
for taxes) realized upon the sale or other disposition of any property, plant
or equipment of the specified Person or its Restricted Subsidiaries (including
pursuant to any sale and leaseback arrangement) which is not sold or otherwise
disposed of in the ordinary course of business and any gain or loss (together
with any related provision for taxes) realized upon the sale or other
disposition by the specified Person or any Restricted Subsidiary of the
specified Person of any Capital Stock of any Person or any Asset Sale shall be
excluded to the extent that any such gain or loss exceeds $5.0 million with
respect to any one occurrence or $15.0 million in the aggregate with respect to
gains or losses during any twelve month period; (7) the Net Income of any
Unrestricted Subsidiary shall be excluded, whether or not distributed to the
specified Person or one of its Subsidiaries; and (8) any deduction for minority
owners’ interest in earnings of Subsidiaries shall be excluded.


 


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


 


“Corporate Trust Office” shall mean the corporate trust office of the
Trustee, which shall initially be Law Debenture Trust Company of New York, 767
Third Avenue, New York, New York 10017, Attn: 
Adam Berman or such other address as to which the Trustee may give
notice to the Company, provided that an office of the Trustee shall at all
times be located in the Borough of Manhattan, the City of New York.


 


“Credit Agreement” means that certain Third Amended and
Restated Secured Credit Agreement, dated as of October 7, 2004, by and among
the Borrowers named therein, OI Group and Owens-Illinois General, Inc., as
Borrower’s Agent, Deutsche Bank Trust Company Americas, as Administrative
Agent, Deutsche Bank AG, London Branch, as UK Administrative


 


6





















 


Agent,
and the Arrangers, the other Agents and the Lenders named therein or party
thereto, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case
as amended, amended and restated, modified, renewed, refunded, replaced,
substituted or refinanced or otherwise restructured (including but not limited
to, the inclusion of additional borrowers thereunder) from time to time.


 


“Credit Agreement Domestic
Borrowers” means the
Company 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.


 


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


 


“Definitive Security” means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.06 hereof,
except that such Note shall not bear the Global Security Legend and shall not
have a “Schedule of Exchanges of Interests in the Global Security” attached
thereto.


 


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


 


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


 


“Disqualified Stock” means any Capital Stock that, by its terms
(or by the terms of any security into which it is convertible, or for which it
is exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable (other than as a
result of a change of control or asset sale), pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder thereof
(other than as a result of a change of control or asset sale), in whole or in
part, on or prior to the date that is 91 days after the date on which the Notes
mature or are no longer outstanding. Notwithstanding the preceding sentence,
any Capital Stock that would constitute Disqualified Stock solely because


 


7





















 


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.


 


“Dollar Notes”
means the Initial Dollar Notes, the Exchange Dollar Notes and the Additional
Dollar Notes, if any.


 


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


 


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


 


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


 


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


 


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


 


“Euro Notes” means the Initial Euro Notes, the
Exchange Euro Notes and the Additional Euro Notes, if any.


 


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


 


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


 


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


 


“Exchange Offer” has the meaning set forth in the
Registration Rights Agreement.


 


8





















 


“Exchange Offer
Registration Statement” means, with respect to any Initial
Securities, the exchange offer registration statement as defined in the
Registration Rights Agreement.


 


“Exchange
Securities” means the Notes issued in exchange for any Initial
Securities in an Exchange Offer pursuant to Section 2.06(f).


 


“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 87/8%
Senior Secured Notes due 2009, its 73⁄4% Senior Secured Notes due 2011, its 83/4%
Senior Secured Notes due 2012 and its 81/4% Senior Notes
due 2013.


 


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


 


“Fixed Charge
Coverage Ratio” means with respect to any specified Person and its
Restricted Subsidiaries for any period, the ratio of the Consolidated Cash Flow
of such Person and its Restricted Subsidiaries for such period to the Fixed
Charges of such Person and its Restricted Subsidiaries for such period. In the
event that the specified Person or any of its Restricted Subsidiaries incurs,
assumes, guarantees, repays, repurchases or redeems any Indebtedness or issues,
repurchases or redeems preferred stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated and on or
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the “Calculation
Date”), then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period.  In addition, for purposes of
calculating the Fixed Charge Coverage Ratio: (1) acquisitions and dispositions
that have been made by the specified Person or any of its Restricted
Subsidiaries, including through mergers or consolidations and including any
related financing transactions, during the four-quarter reference period or
subsequent to such reference period and on or prior to the Calculation Date
shall be given pro forma effect as if they had occurred on the first day of the
four-quarter reference period and Consolidated Cash Flow for such reference
period shall be calculated on a pro forma basis in accordance with Regulation
S-X under the Securities Act; (2) the Consolidated Cash Flow attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of


 


9





















 


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.


 


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


 


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


 


“Global Note” means a Note issued to evidence all or a
part of the Notes that is executed by the Company and authenticated and
delivered by the Trustee to a Depositary or


 


10





















 


pursuant
to such Depositary’s instructions, all in accordance with this Indenture and
pursuant to Sections 2.01, 2.06(b)(iv), 2.06(d)(ii) or 2.06(f), which shall be
registered as to principal and interest in the name of such Depositary or its
nominee.


 


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


 


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


 


“Government Securities” means Securities that are (a) with respect
to Dollar Notes, direct obligations of, or obligations guaranteed by, the
United States of America, and the payment for which the United States pledges
its full faith and credit and (b) with respect to Euro Notes issued or directly
and fully and unconditionally guaranteed or insured by a member of the European
Union, or any agency or instrumentality thereof, the securities of which are
unconditionally guaranteed as a full faith and credit obligation of such
government.


 


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


 


“Guarantors” means: (1) OI Group; (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 their respective successors and assigns.


 


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


 


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


 


“Indebtedness” means, with respect to any specified Person,
any indebtedness of such Person, whether or not contingent, in respect of: (1)
borrowed money; (2) evidenced by bonds, notes, debentures or similar
instruments or letters of credit (or reimbursement agreements in respect
thereof); (3) banker’s acceptances; (4)    representing
Capital Lease Obligations; (5) the


 


11





















 


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


 


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


 


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


 


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


 


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


 


“Intercreditor Agreement’’ means the amended and restated intercreditor
agreement, dated as of June 13, 2003, by and among Deutsche Bank Trust Company
Americas, as administrative agent for the lenders party to the Credit
Agreement, Deutsche Bank Trust Company Americas, as Collateral Agent and any
other parties thereto, as amended by the first amendment thereto dated as of
March 15, 2004 and by the second amendment thereto dated as of October 7, 2004,
and as such agreement may be further 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


 


12





















 


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 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


 


13





















 


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.


 


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


 


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


 


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


 


“Letter of Transmittal” means the letter of transmittal to be
prepared by the Company and sent to all Holders of Notes for use by such
Holders in connection with an Exchange Offer for such Notes.


 


“Lien” means, with respect to any asset, any
mortgage, lien, pledge, charge, security interest or encumbrance of any kind in
respect of such asset, whether or not filed, recorded or otherwise perfected
under applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof, any agreement to give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.


 


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


 


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


 


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


 


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


 


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


 


14





















 


of
the sale price of such asset or assets established in accordance with GAAP and
for the after-tax cost of any indemnification payments (fixed and contingent)
attributable to sellers’ indemnities to the purchaser.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


15





















 


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 $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.


 


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


 


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


 


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


 


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


 


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


 


16





















 


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


 


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


 


17





















 


“Permitted Refinancing
Indebtedness” means
any Indebtedness of OI Group or any of its Restricted Subsidiaries issued in
exchange for, or the net proceeds of which are used to extend, refinance,
renew, replace, defease or refund such other Indebtedness of OI Group or any of
its Restricted Subsidiaries (other than Intercompany Indebtedness); provided that: (1) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed for more than 60 days the principal or commitment amount (or
accreted value, if applicable) of the Indebtedness so extended, refinanced,
renewed, replaced, defeased or refunded (plus all accrued interest thereon and
the amount of any premiums necessary to accomplish such refinancing and such
expenses incurred in connection therewith); (2) such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and (3) if the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is subordinated in right of payment to the Notes, such Permitted
Refinancing Indebtedness has a final maturity date later than the final
maturity date of, and is subordinated in right of payment to, the Notes on
terms at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded.


 


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


 


“Pledge Agreement” means the Amended and Restated Pledge
Agreement, dated as of June 13, 2003, by and among OI Group, OI Packaging, and
Deutsche Bank Trust Company Americas, as Collateral Agent, as amended by the
first amendment thereto dated as of March 15, 2004 and by the second amendment
thereto dated as of October 7, 2004, and as such agreement may be further amended,
amended and restated or otherwise modified from time to time.


 


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


 


“Principals” means KKR and its Affiliates.


 


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


 


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


 


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


 


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


 


18





















 


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


 


“Registration Rights Agreement” means the Registration Rights Agreement,
dated as of December 1, 2004, among the Company, the Guarantors named therein
and the Initial Purchasers (as defined therein) with respect to the Notes and
the Guarantees thereof, as amended or supplemented from time to time.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


19





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Security Agreement” means the Amended and Restated Security
Agreement, dated as of June 13, 2003, 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, as Collateral Agent, as amended by the first amendment thereto dated
as of March 15, 2004 and by the second amendment thereto dated as of October 7,
2004, and as such agreement may be further 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.


 


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


 


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


 


20





















 


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


 


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


 


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


 


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


 


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


 


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


 


“Unrestricted Securities” means one or more Unrestricted Global
Securities and/or Unrestricted Definitive Securities, including, without
limitation, the Exchange Securities.


 


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


 


21





















 


preceding
conditions and was permitted by Section 4.12. If, at any time, any Unrestricted
Subsidiary would fail to meet the preceding requirements as an Unrestricted
Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for
purposes of this Indenture and any Indebtedness of such Subsidiary shall be
deemed to be incurred by a Restricted Subsidiary of OI Group as of such date
and, if such Indebtedness is not permitted to be incurred as of such date under
Section 4.13, OI Group shall be in default of such covenant.


 


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


 


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


 


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


 


Section
1.02.                                                 Other Definitions.


 


	
  Term

  	
   

  	
  Defined in Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Additional Securities”

  	
   

  	
  2.01

  	
   

  
	
  “Bankruptcy Law”

  	
   

  	
  6.01

  	
   

  
	
  “Custodian”

  	
   

  	
  6.01

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.01

  	
   

  
	
  “Legal Holiday”

  	
   

  	
  11.07

  	
   

  
	
  “Obligations”

  	
   

  	
  10.01

  	
   

  
	
  “Payment Default”

  	
   

  	
  6.01

  	
   

  
	
  “Place of Payment”

  	
   

  	
  2.01

  	
   

  
	
  “redemption price”

  	
   

  	
  3.03

  	
   

  



 


Section
1.03.                                                 Incorporation by Reference
of Trust Indenture Act.


 


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


 


“indenture securities” means the Notes.


 


“indenture Holder” means a Holder.


 


“indenture to be qualified” means this Indenture.


 


22





















 


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


 


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


 


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


 


Section
1.04.                                                 Rules of Construction.


 


Unless the context otherwise requires:


 


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


 


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


 


(iii)                               “or” is not exclusive;


 


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


 


(v)                                 provisions apply to successive events and
transactions.


 


ARTICLE 2.



THE SECURITIES


 


Section
2.01.                                                 Unlimited in Amount, Form
and Dating.


 


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


 


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


 


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


 


23





















 


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


 


Temporary  Global Securities. 
Notes offered and sold in reliance on Regulation S shall be issued
initially in the form of a Regulation S Temporary Global Security, which shall
be deposited on behalf of the purchasers of the Notes represented thereby with,
as applicable, the Trustee, at its Corporate Trust Office, as custodian for
DTC, and registered in the name of DTC or its nominee or the Common Depositary,
and registered in the name of the Common Depositary or its nominee, for the
accounts of designated agents holding on behalf of Euroclear or Clearstream,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided.  The Restricted Period shall
terminate upon the receipt by the Trustee or the Common Depositary, as
applicable, of (i) a written certificate from DTC, together with copies of
certificates from Euroclear and Clearstream certifying that they have received
certification of non-United States beneficial ownership of 100% of the
aggregate principal amount of such Regulation S Temporary Global Security
(except to the extent of any beneficial owners thereof who acquired an interest
therein during the Restricted Period pursuant to another exemption from
registration under the Securities Act and who will take delivery of a
beneficial ownership interest in a 144A Global Security bearing a Private
Placement Legend, all as contemplated by Section 2.06(a)(ii)), and (ii) an
Officers’ Certificate from the Company. Following the termination of the
Restricted Period, beneficial interests in a Regulation S Temporary Global
Security shall be exchanged for beneficial interests in Regulation S Permanent
Global Securities pursuant to the Applicable Procedures. Simultaneously with
the exchange of Regulation S Permanent Global Securities, the Trustee or the
Common Depositary, as applicable, shall cancel the Regulation S Temporary
Global Security. The aggregate principal amount of the Regulation S Temporary
Global Security and the Regulation S Permanent Global Securities may from time
to time be increased or decreased by adjustments made on the records of the
Trustee or the Common Depositary, as applicable, and the Depositary or its
nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.


 


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


 


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


 


24





















 


Section 2.02.                                                 Execution and
Authentication.


 


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


 


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


 


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


 


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


 


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


 


Section
2.03.                                                 Registrar and Paying Agent.


 


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


 


The Company shall cause to be kept (i) at Deutsche
Bank Trust Company Americas a register (the register maintained in such office
and in any other office or agency designated pursuant to Section 4.02 being
herein sometimes referred to as the “Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Notes and of transfers of Notes.  The Register shall be in written form or any


 


25





















 


other
form capable of being converted into written form within a reasonable
time.  At all reasonable times, the
Register shall be open to inspection by the Trustee and the Euro Notes Paying
Agent.  The Dollar Notes Paying Agent is
hereby initially appointed as note registrar (the “Registrar”) for the purpose
of registering Notes and transfers of Notes as herein provided


 


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


 


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


 


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


 


Section
2.04.                                                 Paying Agent to Hold Money
in Trust.


 


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


 


Each Paying Agent party to this Indenture hereby
agrees that such Paying Agent shall hold in trust for the benefit of the
Holders of the Notes, or the Trustee, all money held by such Paying Agent for
the payment of Principal or interest on the Notes, and that such Paying Agent
shall notify the Trustee of any Default by the Company or any other obligor of
the Notes in making any such payment and at any time during the continuance of
any such Default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.  If the Company or an Affiliate acts as Paying
Agent, it shall segregate and hold in


 


26





















 


a
separate trust fund for the benefit of the Holders of the Notes all money held
by it as Paying Agent.  The Company at
any time may require a Paying Agent to pay all money held by it to the
Trustee.  Upon so doing, the Paying Agent
(if other than the Company or an Affiliate of the Company) shall have no
further liability for such money.  Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.


 


Section
2.05.                                                 Holder Lists.


 


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


 


Section
2.06.                                                 Transfer and Exchange.


 


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


 


(b)  Transfer and Exchange of Beneficial Interests in Global Securities.
The transfer and exchange of beneficial interests in the Global Securities
shall be effected through the


 


27





















 


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


 


(i)            Transfer
of Beneficial Interests in the Same Global Security. Beneficial interests in any Restricted
Global Security may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the same Restricted Global Security in
accordance with the transfer restrictions set forth in the Private Placement
Legend; provided, however, that
prior to the expiration of the Restricted Period, transfers of beneficial
interests in the Temporary Regulation S Global Security may not be made to a
U.S. Person or for the account or benefit of a U.S. Person (other than an
initial purchaser). Beneficial interests in any Unrestricted Global Security
may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Security. No written orders or
instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.06(b)(i).


 


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


 


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


 


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


 


28





















 


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


 


(iv)          Transfer
and Exchange of Beneficial Interests in a Restricted Global Security for
Beneficial Interests in an Unrestricted Global Security. A beneficial interest in any Restricted
Global Security may be exchanged by any holder thereof for a beneficial
interest in an Unrestricted Global Security or transferred to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Security if the exchange or transfer complies with the requirements of
Section 2.06(b)(ii) above and:


 


(A)  such exchange or transfer is effected
pursuant to the Exchange Offer in accordance with the Registration Rights
Agreement and the holder of the beneficial interest to be transferred, in the
case of an exchange, or the transferee, in the case of a transfer, certifies in
the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a
Person participating in the distribution of the Exchange Securities or (3) a
Person who is an affiliate (as defined in Rule 144) of the Company;


 


(B)  such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;


 


(C)  such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or


 


(D)  the
Registrar receives the following:


 


(1)  if the holder of such beneficial interest in
a Restricted Global Security proposes to exchange such beneficial interest for
a beneficial interest in an Unrestricted Global Security, a certificate from
such holder in the form of Exhibit B hereto, including the certifications in
item (1)(a) thereof; or


 


(2)  if the
holder of such beneficial interest in a Restricted Global Security proposes to
transfer such beneficial interest to a Person who shall take delivery thereof
in the form of a beneficial interest in an Unrestricted Global Security, a
certificate from such holder in the form of Exhibit A hereto, including the
certifications in item (4) thereof;


 


and,
in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.


 


29





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


30





















 


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


 


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


 


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


 


(ii)           Restricted
Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of a Restricted Definitive
Security may exchange such Restricted Definitive Security for a beneficial
interest in an Unrestricted Global Security or transfer such Restricted
Definitive Security to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Security only if:


 


(A)  such exchange or transfer is effected
pursuant to the Exchange Offer in accordance with the Registration Rights
Agreement and the Holder, in the case of an exchange, or the transferee, in the
case of a transfer, certifies in the applicable Letter of Transmittal that it
is not (1) a broker-dealer, (2) a Person participating in the distribution of
the Exchange Securities or (3) a Person who is an affiliate (as defined in Rule
144) of the Company;


 


(B)  such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;


 


(C)  such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or


 


(D)  the
Registrar receives the following:


 


(1)  if the Holder of such Definitive Securities
proposes to exchange such Definitive Securities for a beneficial interest in
the Unrestricted Global Security, a certificate from such Holder in the form of
Exhibit B hereto, including the certifications in item (1)(b) thereof; or


 


(2)  if the
Holder of such Definitive Securities proposes to transfer such Definitive
Securities to a Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Security, a certificate from
such Holder in the form of Exhibit A hereto, including the certifications in
item (4) thereof;


 


31





















 


and,
in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.


 


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


 


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


 


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


 


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


 


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


 


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


 


32





















 


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


 


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


 


(ii)           Restricted
Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be
exchanged by the Holder thereof for an Unrestricted Definitive Security or
transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Security if:


 


(A)  such exchange or transfer is effected pursuant
to the Exchange Offer in accordance with the Registration Rights Agreement and
the Holder, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (1)
a broker-dealer, (2) a Person participating in the distribution of the Exchange
Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the
Company;


 


(B)  any such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;


 


(C)  any such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or


 


(D)  the
Registrar receives the following:


 


(1)  if the Holder of such Restricted Definitive
Securities proposes to exchange such Restricted Definitive Securities for an
Unrestricted Definitive Security, a certificate from such Holder in the form of
Exhibit B hereto, including the certifications in item (1)(c) thereof; or


 


(2)  if the
Holder of such Restricted Definitive Securities proposes to transfer such
Restricted Definitive Securities to a Person who shall take delivery thereof in
the form of an Unrestricted Definitive Security, a certificate from such Holder
in the form of Exhibit A hereto, including the certifications in item (4)
thereof;


 


and,
in each such case set forth in this subparagraph (D), if the Registrar so
requests, an Opinion of Counsel in form reasonably acceptable to the Company to
the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with
the Securities Act.


 


33





















 


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


 


(f)  Exchange Offer. Upon the occurrence of the
Exchange Offer with respect to Initial Securities in accordance with the
Registration Rights Agreement, the Company shall issue and, upon receipt of a
Company Order in accordance with Section 2.02, the Trustee shall, authenticate
(i) one or more Unrestricted Global Securities in an aggregate principal amount
equal to the principal amount of the beneficial interests in the Restricted
Global Securities tendered for acceptance by Persons that certify in the
applicable Letters of Transmittal that (x) they are not broker-dealers, (y)
they are not participating in a distribution of the Exchange Securities and (z)
they are not affiliates (as defined in Rule 144) of the Company, and accepted
for exchange in the Exchange Offer and (ii) Definitive Securities in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Securities accepted for exchange in the Exchange Offer. Concurrently
with the issuance of such Unrestricted Global Securities and Definitive Securities,
the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Securities to be reduced accordingly, and the Company shall
execute and the Trustee shall authenticate and deliver to the Persons
designated by the Holders of Definitive Securities so accepted Definitive
Securities in the appropriate Principal amount.


 


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


 


(i)            Private
Placement Legend.


 


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


 


“THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE
GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON, BY ITS ACCEPTANCE
HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE
DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF
THIS NOTE AND


 


34





















 


THE
GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”), ONLY
(A) TO THE COMPANY, OI GROUP OR ANY SUBSIDIARY THEREOF, (B) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR
SO LONG AS THE NOTES AND THE GUARANTEES ENDORSED THEREON ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED
IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY
DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND
(2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


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


 


(2)           Notwithstanding the foregoing, any
Global Security or Definitive Security issued pursuant to subparagraph (b)(iv),
(d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 or any Global
Security or Definitive Security initially issued by the Company pursuant to an
effective


 


35





















 


registration
statement under the Securities Act (and all Notes issued in exchange therefor
or substitution thereof) shall not bear the Private Placement Legend.


 


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


 


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


 


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


 


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


 


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


 


36





















 


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


 


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


 


(i)  General Provisions Relating to Transfers and
Exchanges.


 


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


 


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


 


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


 


(iv)          The Company and the
Registrar shall not be required (A) to issue, to register the transfer of or to
exchange any Notes during a period beginning at the opening of business 15 days
before the day of any selection of Notes for redemption under Section 3.02 and
ending at the close of business on the day of selection, (B) to register


 


37





















 


the
transfer of or to exchange any Note so selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part or (c)
to register the transfer of or to exchange a Note between a record date and the
next succeeding Interest Payment Date.


 


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


 


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


 


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


 


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


 


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


 


Section
2.07.                                                 Replacement Notes.


 


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


 


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


 


38





















 


Section
2.08.                                                 Outstanding Notes.


 


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


 


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


 


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


 


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


 


Section
2.09.                                                 Temporary Notes.


 


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


 


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


 


Section
2.10.                                                 Cancellation.


 


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


 


39





















 


Section
2.11.                                                 Defaulted Interest.


 


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


 


Section
2.12.                                                 Special Record Dates.


 


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


 


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


 


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


 


40





















 


Section
2.13.                                                 CUSIP, Common Code and ISIN
Numbers.


 


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


 


Section
2.14.                                                 Denominations


 


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


 


ARTICLE 3.



REDEMPTION


 


Section
3.01.                                                 Notices to Trustee.


 


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


 


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


 


Section
3.02.                                                 Selection of Notes to Be
Redeemed.


 


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


 


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


 


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


 


Notes and portions thereof that the Trustee selects
shall be in amounts of more than $1,000 in the case of Dollar Notes and €1,000
in the case of Euro Notes. Provisions of this Indenture that apply to Notes
called for redemption also apply to portions of Notes called for


 


41





















 


redemption.  The Trustee shall notify the Company promptly
in writing of the Notes or portions of Notes to be called for redemption.


 


Section
3.03.                                                 Notice of Redemption.


 


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


 


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


 


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


 


(1)           the
redemption date;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


42





















 


Section
3.04.                                                 Effect of Notice of
Redemption.


 


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


 


Section
3.05.                                                 Deposit of Redemption Price.


 


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


 


Section
3.06.                                                 Notes Redeemed in Part.


 


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


 


Section
3.07.                                                 Optional Redemption.


 


Except as described in this Section 3.07, the Notes
shall not be redeemable at the Company’s option prior to December 1, 2009.


 


(a)           On
or after December 1, 2009, the Company may redeem all or a part of the Notes
upon not less than 10 nor more than 60 days’ notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Additional Interest, if any, thereon, to the applicable
redemption date, if redeemed during the twelve-month period beginning on
December 1 of the years indicated below: 


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2009

  	
   

  	
  103.375

  	
  %

  
	
  2010

  	
   

  	
  102.250

  	
  %

  
	
  2011

  	
   

  	
  101.125

  	
  %

  
	
  2012 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)           At
any time prior to December 1, 2007, the Company may redeem on any one or more
occasions up to 40% of the aggregate principal amount of the Dollar Notes
(calculated after giving effect to any issuance of Additional Dollar Notes)
issued under this Indenture at a redemption price of 106.750% of the principal
amount thereof and up to 40% of the aggregate principal amount of Euro Notes
(calculated after giving effect to any issuance of


 


43





















 


Additional
Euro Notes) issued under this Indenture at a redemption price of 106.750% of the
principal amount thereof, in each case, plus accrued and unpaid interest and
Additional Interest, if any, to the redemption date, with the net cash proceeds
of one or more Equity Offerings by OI Inc. to the extent the net cash proceeds
thereof are contributed to the Company or used to purchase from the Company
Capital Stock (other than Disqualified Stock) of the Company; provided that:


 


(1)                                  at least 60% of the aggregate principal
amount of Dollar Notes (calculated after giving effect to any issuance of Additional
Dollar Notes) issued under this Indenture remains outstanding immediately after
the occurrence of such redemption of Dollar Notes (excluding Dollar Notes held
by OI Inc. and its Subsidiaries); and at least 60% of the aggregate principal
amount of the Euro Notes (calculated after giving effect to any issuance of
Additional Euro Notes) issued under this Indenture remains outstanding
immediately after the occurrence of such redemption of Euro Notes (excluding
Euro 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 December 1, 2009, the Company may also redeem all or a part
of the Dollar Notes or the Euro Notes, upon not less than 10 nor more than 60
days’ prior notice mailed by first-class mail to each holder’s registered
address, at a redemption price equal to 100% of the principal amount of such
Notes redeemed plus the Applicable Premium as of, and accrued and unpaid
interest and Additional Interest, if any, to, the date of redemption (subject
to the right of Holders of record on the relevant record date to receive
interest due on such Notes on the relevant interest payment date).


 


(d)           At
any time prior to December 1, 2009, all 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 10 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 Additional Interest, if any,
to, the date of redemption (subject to the right of Holders of record on the
relevant record date to receive interest due on 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 December 1, 2009 (such
redemption price being set forth in the table above) plus (2) all required
interest payments due on such Note through December 1, 2009 (excluding accrued
but unpaid


 


44





















 


interest
to the redemption date), computed using a discount rate equal to the Treasury
Rate, in the case of Dollar Notes, and the Bund Rate, in the case of Euro
Notes, as of such redemption date plus 50 basis points; over


 


(b)           the principal amount of such Note.


 


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


 


(1)  ‘‘Comparable German Bund Issue’’ means the
German Bundesanleihe security selected by any Reference German Bund Dealer as
having a fixed maturity most nearly equal to the period from such redemption
date to December 1, 2009 and that would be utilized at the time of selection
and in accordance with customary financial practice, in pricing new issues of
euro-denominated corporate debt securities in a principal amount approximately
equal to the then outstanding principal amount of the Notes and of a maturity
most nearly equal to December 1, 2009; provided,
however, that, if the period from
such redemption date to December 1, 2009 is not equal to the fixed maturity of
the German Bundesanleihe security selected by such Reference German Bund Dealer,
the Bund Rate shall be determined by linear interpolation (calculated to the
nearest one-twelfth of a year) from the yields of German Bundesanleihe
securities for which such yields are given, except that if the period from such
redemption date to December 1, 2009 is less than one year, a fixed maturity of
one year shall be used;


 


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


 


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


 


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


 


“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


 


45





















 


release
is no longer published, any publicly available source of similar market data))
most nearly equal to the period from the redemption date to December 1, 2009; provided, however, that if the period from
the redemption date to December 1, 2009 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.


 


(e)           If
at any time and for so long as the Notes are listed on the official list of the
Irish Stock Exchange, and to the extent required by the Irish Stock Exchange,
the Company will notify the Irish Stock Exchange of any such notice of
redemption. In addition, the Company will notify the Irish Stock Exchange of
the principal amount of Notes outstanding following any partial redemption of
Notes.


 


Section
3.08.                                                 Mandatory Redemption.


 


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


 


ARTICLE 4.



COVENANTS


 


Section
4.01.                                                 Payment of Securities.


 


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


 


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


 


Section
4.02.                                                 Maintenance of Office or
Agency.


 


The Company shall maintain in the Borough of
Manhattan, The City of New York, in London, England and, if the Notes are
listed on the official list of the Irish Stock Exchange and the rules of such
stock exchange so require, in Dublin, Ireland, an office or agency (which may
be an office of the Trustee or an affiliate of the Trustee or Registrar) where
Notes may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of any such office or
agency. If at any time the Company shall fail to maintain any such required
offices or agencies or shall fail to furnish the Trustee with the addresses
thereof, such presentations,


 


46





















 


surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee for the Dollar Notes and at the Euro Notes Paying Agent for the Euro
Notes. The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each of the Borough of Manhattan,
The City of New York, London, England and, if so required by this Indenture,
Dublin, Ireland for such purposes. The Company shall give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency. The Company hereby designates the
Registrar as one such office or agency of the Company in accordance with
Section 2.03.


 


Section
4.03.                                                 Commission Reports.


 


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


 


(1)           all
quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 10-Q and 10-K if
OI Group were required to file such Forms, including a “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and,
with respect to the annual information only, a report on the annual financial
statements by OI Group’s independent registered public accountants; and


 


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


 


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


 


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


 


47





















 


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


 


Section
4.04.                                                 Compliance Certificate.


 


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


 


(b)  The Company shall, so long
as any of the Notes are outstanding, deliver to the Trustee, forthwith upon
becoming aware of any Default or Event of Default, an Officers’ Certificate
specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto.


 


Section
4.05.                                                 Taxes.


 


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


 


Section
4.06.                                                 Stay, Extension and Usury
Laws.


 


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


 


Section
4.07.                                                 Corporate Existence.


 


Subject to Article 5, OI Group shall do or cause to
be done all things necessary to preserve and keep in full force and effect (i)
its corporate existence, and the corporate, partnership or other existence of
each of its Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of each Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of OI Group
and its Subsidiaries; provided, however,
that OI Group shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of its
Subsidiaries, if


 


48





















 


the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of OI Group and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders.


 


Section
4.08.                                                 [Intentionally Omitted]


 


Section
4.09.                                                 Fall-Away Event.


 


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


 


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


 


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 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.


 


49





















 


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


 


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


 


If a Change of Control occurs, unless the Company
has exercised its right to redeem the Notes under Section 3.07, each Holder of
Notes shall have the right to require the Company to repurchase all or any part
(equal to $50,000 in the case of Dollar Notes and €50,000 in the case of Euro
Notes or, in each case, an integral multiple of $1,000 or €1,000 as applicable)
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 Additional Interest, 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 $50,000 in the case of
Dollar Notes and €50,000 in the case of Euro Notes or, in each case, an
integral multiple of $1,000 or €1,000 in excess thereof, as applicable, except
that if all of the Notes of a Holder are to be purchased, the entire
outstanding amount of Notes held by such Holder, even if not $50,000 in the
case of Dollar Notes or €50,000 in the case of Euro Notes or, in each case, an
integral multiple of $1,000 or €1,000 in excess thereof, as applicable, shall
be purchased; and (8) that Holders whose Notes were purchased only in part
shall be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered (or transferred by book-entry transfer), which
unpurchased portion must be equal to $50,000 in the case of Dollar Notes and
€50,000 in the case of Euro Notes or, in each case, an integral multiple of
$1,000 or €1,000 in excess thereof, as applicable.  The Company


 


50





















 


shall
comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the Notes as a
result of a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control provisions
of this Indenture, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
the Change of Control provisions of this Indenture by virtue of such conflict.


 


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


 


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


 


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


 


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


 


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


 


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


 


51





















 


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 therefor on an after-tax basis, determined in accordance with clause
(3) above, is equal to or greater than what the after-tax net proceeds would
have been had such transaction complied with such 75% limitation.


 


52





















 


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.


 


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


 


Any Net Proceeds from Asset Sales that are not
applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds.”  When the aggregate amount of Excess Proceeds
exceeds $25.0 million, the Company shall make an offer (an “Asset Sale Offer”) to all Holders of Notes
and all Holders of other Indebtedness that is pari
passu with the Notes containing provisions similar to those set
forth in this Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets (including the Existing Senior Notes) to purchase
the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer shall be


 


53





















 


equal
to 100% of principal amount plus accrued and unpaid interest and Additional
Interest, if any, to the date of purchase, and shall be payable in cash. If any
Excess Proceeds remain after consummation of an Asset Sale Offer, the Company
may use such Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such
Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis based on the principal amount
of Notes and such other pari passu
Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of
Excess Proceeds shall be reset at zero.


 


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


 


Section
4.12.                                                 Restricted Payments.


 


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


 


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


 


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


 


(3)                                  purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness that is subordinated to the Notes
or the Guarantees of the


 


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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) being
collectively referred to as “Restricted
Payments”),


 


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


 


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


 


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


 


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


 


(a)                                  50% of the Consolidated Net Income of OI
Group for the period (taken as one accounting period) from January 1, 2005 to
the end of OI Group’s most recently ended fiscal quarter for which internal
financial statements are available at the time of such Restricted Payment (or,
if such Consolidated Net Income for such period is a deficit, less 100% of such
deficit), plus


 


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


 


55





















 


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


 


(d)                                 $15.0 million.


 


So long as (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 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


 


56





















 


preferred
stock of OI Inc. outstanding on the Issue Date, plus dividends on any
subsequently issued shares of preferred stock of OI Inc. in an amount not to
exceed $25.0 million in any twelve month-period.


 


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


 


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


 


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


 


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


 


(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
$1.75 billion of such Indebtedness shall be incurred by Restricted Subsidiaries
that are not Guarantors);


 


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


 


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


 


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Refinancing
Indebtedness incurred to refund, refinance or replace any Indebtedness incurred
pursuant to this clause (4), not to exceed 3.0% of Tangible Assets;


 


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


 


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


 


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


 


(8)                                  the incurrence by OI Group or any of its
Restricted Subsidiaries of Intercompany Indebtedness between or among OI Group
and any of its Restricted Subsidiaries and with respect to OI Group only,
between OI Group and OI Inc.; provided,
however, that:


 


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


 


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


 


(c)                                  (i) any subsequent issuance or transfer of
Equity Interests that results in any such Indebtedness being held by a Person
other than OI Group or a Restricted Subsidiary thereof and (ii) any sale or
other transfer of any such Indebtedness to a Person that is not either OI Group
or a Restricted Subsidiary thereof, shall be


 


58





















 


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 $1.75 billion of Indebtedness that may be incurred under clause (1) of
this paragraph;


 


(11)                            (i) the Guarantee by the Company or any of the Guarantors of
Indebtedness of OI Group or any Restricted Subsidiary of OI Group and (ii) the
Guarantee by any Foreign Subsidiary 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;


 


(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


 


59





















 


purposes
of this clause (i)) and (ii) the maximum assumable liability in respect of all
such Indebtedness that is permitted to be incurred pursuant to this clause (14)
shall at no time exceed the gross proceeds including noncash proceeds (the Fair
Market Value of such noncash proceeds being measured at the time received and
without giving effect to any subsequent changes in value) actually received by
OI Group and its Restricted Subsidiaries in connection with such disposition;


 


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


 


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


 


(17)                            Indebtedness incurred by OI Group or any of its Restricted Subsidiaries
constituting reimbursement obligations with respect to letters of credit issued
in the ordinary course of business, including without limitation letters of
credit in respect of workers’ compensation claims, or other Indebtedness with
respect to reimbursement type obligations regarding workers’ compensation
claims; provided, however, that
upon the drawing of such letters of credit or the incurrence of such
Indebtedness, such obligations are reimbursed within 30 days following such
drawing or incurrence; and


 


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


 


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


 


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


 


60





















 


Indebtedness
of OI Group or the Guarantors shall be deemed to be contractually subordinated
in right of payment to any other Indebtedness of OI Group or the Guarantors
solely by virtue of being unsecured.


 


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


 


Section
4.14.                                                 Liens.


 


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


 


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


 


(2)                                  Liens existing on the Issue Date;


 


(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


 


61





















 


substantially
similar in value to the assets encumbered by the otherwise permitted Lien which
is being replaced.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


62





















 


incurred
in connection with or in contemplation of such acquisition), which encumbrance
or restriction is not applicable to any Person, or the properties or assets of
any Person, other than the Person, or the property or assets of the Person, so
acquired, provided that, in the
case of Indebtedness, such Indebtedness was permitted by the terms of this
Indenture to be incurred;


 


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


 


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


 


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


 


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


 


(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


 


63





















 


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


 


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


 


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


 


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


 


(3)                                  payment of reasonable directors’ fees;


 


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


 


(5)                                  the payment of 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


 


64





















 


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  Principal;
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.


 


Section
4.17.                                                 Payments for Consent.


 


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


 


Section
4.18.                                                 Designation of Restricted
and Unrestricted Subsidiaries.


 


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


 


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on
a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period;
and (2) no Default or Event of Default shall be in existence following such
designation.


 


Section
4.19.                                                 Limitations on Issuances of
Guarantees of Indebtedness.


 


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


 


ARTICLE 5.



SUCCESSORS


 


Section
5.01.                                                 When OI Group May Merge,
Etc.


 


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


 


(1)                                  either: (a) OI Group or such Restricted
Subsidiary, as the case may be, is the surviving corporation; or (b) the Person
formed by or surviving any such consolidation or merger (if other than OI Group
or such Restricted Subsidiary) (the “Successor
Company”) or to which such sale, assignment, transfer, conveyance or
other disposition shall have been made is a 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
and the Registration Rights Agreement pursuant to agreements satisfactory to
the Trustee;


 


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


 


(4)                                  OI Group or the Successor Company formed by or
surviving any such consolidation or merger (if other than OI Group), or the
Person to which


 


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such
sale, assignment, transfer, conveyance or other disposition shall have been
made, shall have, immediately after such transaction, a Fixed Charge Coverage
Ratio equal to or greater than such ratio for OI Group immediately prior to
such transaction.


 


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


 


Section
5.02.                                                 Successor Corporation
Substituted.


 


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


 


Section
5.03.                                                 Assignment of Obligations.


 


On and after the first anniversary of the Issue
Date, 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,
would 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 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.


 


ARTICLE 6.



DEFAULTS AND REMEDIES


 


Section
6.01.                                                 Events of Default.


 


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


 


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(1)                                  the Company defaults in the payment of
interest on, or Additional Interest, 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 and the Guarantees of the Notes (with
respect to any Guarantor);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)                                  commences a voluntary case;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
6.02.                                                 Acceleration.


 


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


 


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


 


Section
6.03.                                                 Other Remedies.


 


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


 


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


 


Section
6.04.                                                 Waiver of Past Defaults.


 


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


 


Section
6.05.                                                 Control by Majority.


 


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


 


Section
6.06.                                                 Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 6.07.                                                 Rights
of Holders to Receive Payment.


 


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


 


Section 6.08.                                                 Collection
Suit by Trustee.


 


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


 


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Section 6.09.                                                 Trustee
May File Proofs of Claim.


 


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


 


Section 6.10.                                                 Priorities.


 


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


 


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


 


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


 


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


 


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


 


Section 6.11.                                                 Undertaking
for Costs.


 


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


 


72





















 


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


 


ARTICLE 7.



TRUSTEE


 


Section 7.01.                                                 Duties
of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 7.02.                                                 Rights
of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 7.03.                                                 Individual
Rights of Trustee.


 


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


 


Section 7.04.                                                 Trustee’s
Disclaimer.


 


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


 


Section 7.05.                                                 Notice
of Defaults.


 


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


 


Section 7.06.                                                 Reports
by Trustee to Holders.


 


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


 


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


 


Section 7.07.                                                 Compensation
and Indemnity.


 


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


 


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


 


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


 


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


 


This Section 7.07
shall survive the termination of this Indenture.


 


Section 7.08.                                                 Replacement
of Trustee.


 


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


 


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


 


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


 


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


 


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


 


(4)                                  the Trustee becomes
incapable of acting.


 


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


 


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


 


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


 


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


 


Section 7.09.                                                 Successor
Trustee by Merger, Etc.


 


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


 


Section 7.10.                                                 Eligibility;
Disqualification.


 


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


 


Section 7.11.                                                 Preferential
Collection of Claims Against Company.


 


The Trustee is
subject to TIA Section 311(a), excluding any creditor relationship listed
in TIA Section 311(b).  A Trustee
who has resigned or been removed shall be subject to TIA Section 311(a) to
the extent indicated therein.  If the
Trustee acquires any conflicting


 


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interest as defined in the TIA it shall
eliminate such conflict within 90 days, apply to the Commission for permission
to continue or resign.


 


ARTICLE 8.



SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 8.01.                                                 Satisfaction
and Discharge of Indenture.


 


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


 


(a) 
either:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 8.02.                                                 Application
of Trust Funds; Indemnification.


 


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


 


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


 


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


 


Section 8.03.                                                 Legal
Defeasance of Notes.


 


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


 


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


 


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


 


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


 


(d)                                 the provisions of this
Section 8.03;


 


provided that, the
following conditions shall have been satisfied:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 8.04.                                                 Covenant
Defeasance.


 


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


 


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


 


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


 


(3)  no
Default or Event of Default shall have occurred and be continuing either:
(a) on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit); or
(b) or insofar as Events of Default from bankruptcy or


 


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insolvency events are concerned, at any time in the period ending on
the 91st day after the date of deposit;


 


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


 


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


 


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


 


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


 


Section 8.05.                                                 Repayment
to Company.


 


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


 


ARTICLE 9.



SUPPLEMENTS, AMENDMENTS AND WAIVERS


 


Section 9.01.                         Without
Consent of Holders.


 


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


 


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


 


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


 


(3)  to
comply with Article 5;


 


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


 


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


 


(6)  to
make any change that would provide any additional rights or benefits to the
Holders of Notes or that does not adversely affect the legal rights under this
Indenture or the Guarantees of any such Holder (including, but not limited to,
adding a Guarantor under this Indenture and any change to provide for the
appointment of an Irish Paying Agent); or


 


(7)  to
comply with any requirements of the Commission in connection with the
qualification of this Indenture under the TIA.


 


Section 9.02.                                                 With
Consent of Holders.


 


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


 


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


 


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


 


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


 


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


 


(5) 
make any Note payable in money other than U.S. dollars (including
defaulted interest);


 


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


 


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


 


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


 


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


 


(10) 
make any change to this Section 9.02;


 


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


 


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


 


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


 


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


 


Section 9.03.                                                 Revocation
and Effect of Consents.


 


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


 


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Section 9.04.                                                 Notation
on or Exchange of Notes.


 


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


 


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


 


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


 


Section 9.06.                                                 Votes
by Holders of Dollar Notes; Votes by Holders of Euro Notes


 


The foregoing
provisions of Article 9 notwithstanding, if any amendment, waiver or other
modification will only affect the Dollar Notes or the Euro Notes, only the
consent of the holders of at least a majority in principal amount of the then
outstanding Dollar Notes or Euro Notes (and not the consent of at least a
majority of all Notes), as the case may be, shall be required.


 


ARTICLE 10.



GUARANTEE


 


Section 10.01.                                          Guarantee.


 


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


 


The Guarantors
waive presentation to, demand of, payment from and protest to the Company of
any of the Obligations and also waive notice of protest for nonpayment.  The


 


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


 


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


 


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


 


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


 


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


 


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Obligations (but only to the extent not
prohibited by law) and (iii) all other monetary Obligations of the Company to
the Holders of the Notes and the Trustee.


 


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


 


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


 


Section 10.02.                                          Limitation
on Liability.


 


Any term or
provision of this Indenture to the contrary notwithstanding, the obligations of
each Guarantor are limited to the maximum amount as will result in the
Obligations of such Guarantor under the Guarantee not constituting a fraudulent
conveyance or fraudulent transfer under federal or state law.


 


Section 10.03.                                          Execution
and Delivery of Guarantee.


 


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


 


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


 


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


 


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


 


Section 10.04.                                          Successors
and Assigns.


 


This Article 10
shall inure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder


 


87





















 


or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Notes shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture.


 


Section 10.05.                                          No
Waiver.


 


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


 


Section 10.06.                                          Right
of Contribution.


 


Each Guarantor
hereby agrees that to the extent that a Guarantor shall have paid more than its
proportionate share of any payment made hereunder, such Guarantor shall be
entitled to seek and receive contribution from and against any other Guarantor
hereunder who has not paid its proportionate share of such payment.  Each Guarantor’s right of contribution shall
be subject to the terms and conditions of Section 10.07.  The provisions of this Section 10.06
shall in no respect limit the obligations and liabilities of any Guarantor to
the Trustee and the Holders and each Guarantor shall remain liable to the
Trustee and the Holders for the full amount guaranteed by such Guarantor
hereunder.


 


Section 10.07.                                          No
Subrogation.


 


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


 


Section 10.08.                                          Additional
Guarantors; Reinstatement of Guarantees.


 


(a) 
Until such time as all Guarantees by the Guarantors under this Indenture
shall have been released in accordance with Section 10.10, OI Group shall
cause each Domestic Subsidiary of OI Group or any of its Domestic Subsidiaries
that guarantees the Company’s Indebtedness under the Credit Agreement,
including the reinstatement or renewal of a Guarantee of Indebtedness under the
Credit Agreement previously released under the Credit Agreement, to execute and
deliver a supplement to this Indenture providing that such Domestic Subsidiary
will


 


88





















 


be a Guarantor hereunder within 10 Business Days of the date on which
it executes a Guarantee under the Credit Agreement; provided that all Subsidiaries that have properly been
designated as Unrestricted Subsidiaries in accordance with this Indenture (i)
shall not be required to execute or maintain a Guarantee and (ii) shall be
released from all Obligations under any Guarantee, in each case for so long as
they continue to constitute Unrestricted Subsidiaries.  Domestic Subsidiaries that are Guarantors on
the date any such supplement is executed by an additional Domestic Subsidiary
shall not be required to become parties to such supplement and hereby agree to
the execution and delivery by any additional Domestic Subsidiary of any such
supplement.


 


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


 


Section 10.09.                                          Modification.


 


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


 


Section 10.10.                                          Release
of Guarantor.


 


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


 


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


 


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


 


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


 


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


 


89





















 


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


 


(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.


 


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 and 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.


 


ARTICLE 11.



MISCELLANEOUS


 


Section 11.01.                                          Indenture
Subject to Trust Indenture Act.


 


Upon the
issuance of any Exchange Securities or the effectiveness of a Shelf
Registration Statement, this Indenture shall be subject to the provisions of
the TIA that are


 


90





















 


required to be part of this Indenture, and
shall, to the extent applicable, be governed by such provisions.


 


Section 11.02.                                          Notices.


 


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


 


	
  If to the Company:

  
	
   

  	
   

  
	
   

  	
  Owens-Brockway Glass Container Inc.

  
	
   

  	
  One SeaGate

  
	
   

  	
  Toledo, Ohio 43666

  
	
   

  	
  Attention:

  	
  Treasurer

  
	
   

  	
  Telephone:

  	
  (419) 247-5000

  
	
   

  	
  Facsimile:

  	
  (419) 247-1218

  
	
   

  	
   

  
	
  If to the Trustee:

  
	
   

  	
   

  
	
   

  	
  Law Debenture Trust Company of New York

  
	
   

  	
  767 Third Avenue, 3rd Floor

  
	
   

  	
  New York, NY 10017

  
	
   

  	
  Attention: Adam Berman

  
	
   

  	
  Telephone:

  	
  212-750-6474

  
	
   

  	
  Facsimile:

  	
  212-750-1361

  
	
   

  	
   

  
	
  If to Registar and Dollar Notes Paying
  Agent:

  
	
   

  	
   

  
	
   

  	
  Deutsche Bank Trust Company Americas

  
	
   

  	
  Global Debt Services, Trust &
  Securities Services

  
	
   

  	
  60 Wall Street, 27th Floor

  
	
   

  	
  New York, NY 10005

  
	
   

  	
  Attention: Annie Jaghatspanyan, CCTS

  
	
   

  	
  Telephone Number: 212-250-2217

  
	
   

  	
  Fax Number: 212-797-8614

  
	
   

  	
   

  
	
  If to the Euro Notes Paying Agent:

  
	
   

  	
   

  
	
   

  	
  Deutsche Bank AG

  
	
   

  	
  Trust & Securities Services

  
	
   

  	
  Winchester House

  
	
   

  	
  1 Great Winchester Street

  
	
   

  	
  London EC2Y 9HU

  
	
   

  	
  England

  
	
   

  	
  Attention: Jason Mistry

  
	
   

  	
  Telephone Number: +44 20 7547 3548

  
	
   

  	
  Fax Number: +44 20 7547 6149

  



 


91





















 


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


 


All notices
and communications (other than those sent to Holders) shall be deemed to have
been duly given:  at the time delivered
by hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next-day delivery.


 


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


 


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


 


Section 11.03.                                          Communication
by Holders with Other Holders.


 


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


 


Section 11.04.                                          Certificate
and Opinion as to Conditions Precedent.


 


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


 


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


 


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


 


Section 11.05.                                          Statements
Required in Certificate or Opinion.


 


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


 


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


 


92





















 


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


 


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


 


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


 


Section 11.06.                                          Rules
by Trustee and Agents.


 


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


 


Section 11.07.                                          Legal
Holidays.


 


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


 


Section 11.08.                                          No
Recourse Against Others.


 


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


 


Section 11.09.                                          Counterparts.


 


This Indenture
may be executed by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


Section 11.10.                                          Governing
Law.


 


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


 


93





















 


Section 11.11.                                          Severability.


 


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


 


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


 


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


 


Section 11.13.                                          Successors
and Assigns.


 


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


 


Section 11.14.                                          No
Interpretation of Other Agreements.


 


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


 


[SIGNATURE PAGES FOLLOW]


 


94





















 


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


 


 


	
   

  	
  OWENS-BROCKWAY
  GLASS CONTAINER

  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W.
  Baehren

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  James W. Baehren

  
	
   

  	
   

  	
  Title:

  	
  Senior 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

  
					



 


[Indenture signature page]


 





















 


	
   

  	
  LAW
  DEBENTURE TRUST COMPANY OF

  NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick
  J. Healy

  	
   

  
	
   

  	
   

  	
  Name: 

  	
   Patrick J. Healy

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


[Indenture signature page]


 





















 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS, as Dollar Note Paying Agent and

  Registrar

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Annie Jaghatspanyan

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Annie Jaghatspanyan

  
	
   

  	
   

  	
  Title:

  	
  Associate

  
					



 


[Indenture signature page]


 


 





















 


	
   

  	
  DEUTSCHE
  BANK AG, acting through its London

  Branch, as Euro Note Paying Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CA
  Morris

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  CA Morris

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Suzie
  Smith

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Suzie Smith

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


[Indenture signature page]


 





















 


ANNEX A


 


	
  Name of Entity

  	
   

  	
  Title of
  Officer Executing on

  Behalf of Such Entity

  
	
   

  	
   

  	
   

  
	
  ACI America Holdings Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Brockway Realty Corporation

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Brockway Research, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  NHW Auburn, LLC

  	
   

  	
  Senior Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OB Cal South Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI AID STS Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Auburn Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Australia Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Brazil Closure Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI California Containers Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Castalia STS Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Consol STS Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Europe & Asia Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI General Finance Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI General FTS Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  O-I Health Care Holding Corp.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  O-I Holding Company, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI International Holdings Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Levis Park STS Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Medical Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Plastic Products FTS Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Puerto Rico STS Inc.

  	
   

  	
  Vice President and Secretary

  



 


A-A-1





















 


	
  Name of Entity

  	
   

  	
  Title of
  Officer Executing on

  Behalf of Such Entity

  
	
   

  	
   

  	
   

  
	
  OIB Produvisa Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Overseas Finance Company

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Brockway Glass Container Trading
  Company

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Brockway Packaging, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois Closure Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois General Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois Group, Inc.

  	
   

  	
  Vice President, Director of Finance and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois Healthcare Packing Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois Prescription Products Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois Specialty Products Puerto
  Rico, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Product Design & Engineering, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Seagate, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Seagate II, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Seagate III, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Specialty Packaging Licensing Company

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Universal Materials, Inc.

  	
   

  	
  Vice President and Secretary

  



 


A-A-2





















 


EXHIBIT
A

FORM OF CERTIFICATE OF TRANSFER


 


Owens-Brockway Glass Container Inc. 

One SeaGate

Toledo, Ohio 43666


 


Attention:  Treasurer


 


Re: [   ]


 


(CUSIP/ISIN/COMMON CODE
               )


 


Reference is hereby made to the Indenture
dated as of December 1, 2004 among Owens-Brockway Glass Container Inc., a
Delaware corporation (the “Company”),
the Guarantors (as defined therein) and Law Debenture Trust Company of New
York, a New York Trust Company, as Trustee, Deutsche Bank Trust Company
Americas, as Registrar and Dollar Notes Paying Agent and Deutsche Bank AG,
acting through its London Branch, as Euro Notes Paying Agent.  Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.


 


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


 


[CHECK ALL THAT APPLY]


 


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


 


2.                                       o   Check if Transferee will take
delivery of a beneficial interest in a Regulation S Global Security or a
Definitive Security pursuant to Regulation S. The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and, accordingly, the Transferor hereby further certifies
that (i) the Transfer is not being made to a


 


A-1





















 


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


 


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


 


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


 


or


 


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


 


or


 


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


 


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


 


(a)                                  o   Check if Transfer is pursuant to
Rule 144. (i) The Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Security will no
longer be


 


A-2





















 


subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Securities, on Restricted Definitive Securities and in the Indenture.


 


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


 


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


 


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


 


 


	
   

  	
   

  	
   

  
	
   

  	
  [Insert Name of Transferor]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
								



 


A-3





















 


ANNEX
A TO CERTIFICATE OF TRANSFER


 


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


[CHECK ONE]


(a)                                  o   a
beneficial interest in the:


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


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


(b)                                 o   a
Restricted Definitive Security.


 


2.                                       After
the Transfer the Transferee will hold:


[CHECK ONE]


(a)                                  o   a
beneficial interest in the:


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


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


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


(b)                                 o   a
Restricted Definitive Security; or


(c)                                  o   an
Unrestricted Definitive Security,


in accordance with the terms of the
Indenture.


 


A-4





















 


EXHIBIT
B


 


FORM
OF CERTIFICATE OF EXCHANGE


 


Owens-Brockway Glass Container Inc. 

One SeaGate

Toledo, Ohio 43666


 


Attention:  Treasurer


 


Re:  [Title of Security]


 


(CUSIP/ISIN/Common Code
             )


 


Reference is hereby made to the Indenture
dated as of December 1, 2004 among Owens-Brockway Glass Container Inc., a
Delaware corporation (the “Company”),
the Guarantors (as defined therein) and Law Debenture Trust Company of New York
Trust Company, as Trustee, Deutsche Bank Trust Company Americas, as Registrar
and Dollar Notes Paying Agent and Deutsche Bank AG, acting through its London
Branch, as Euro Notes Paying Agent. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.


 


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


 


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


 


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


 


(b)                                 o   Check If Exchange is from Restricted Definitive
Security to beneficial interest in an Unrestricted Global Security.  In connection with the Owner’s Exchange of a
Restricted Definitive Security for a beneficial interest in an Unrestricted
Global Security, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are


 


B-1





















 


not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.


 


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


 


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


 


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


 


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


 


 


	
   

  	
   

  	
   

  
	
   

  	
  [Insert Name of Owner]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
   

  
						



 


B-2





















 


EXHIBIT
C


 


FORM
OF GUARANTEE


 


For value received, the undersigned
(including any successor Person under the Indenture) has, jointly and
severally, unconditionally guaranteed, to the extent set forth in the Indenture
and subject to the provisions in the Indenture dated as of December 1,
2004, as such Indenture may be supplemented or amended (the “Indenture”) by and among Owens-Brockway
Glass Container Inc. (the “Company”),
the Guarantors listed on the signature pages thereto, Law Debenture Trust Company
of New York, as Trustee (“Trustee”),
Deutsche Bank Trust Company Americas, as Registrar and Dollar Notes Paying
Agent, and Deutsche Bank AG, acting through its London Branch, as Euro Notes
Paying Agent, (a) the due and punctual payment of the Principal of and interest
and Additional Interest on the [Dollar] [Euro] Notes (as defined in the
Indenture), whether at Stated Maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue Principal and,
to the extent permitted by law, interest, and the due and punctual performance
of all other obligations of the Company to the Holders or the Trustee or any
Agent all in accordance with the terms of the Indenture and (b) in case of any
extension of time of payment or renewal of any [Dollar] [Euro] Notes or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
Stated Maturity, by acceleration or otherwise. The obligations of the
undersigned to the Holders of such [Dollar] [Euro] Notes and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article 10
of the Indenture and reference is hereby made to the Indenture for the precise
terms of this Guarantee.


 


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


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Name of Guarantor]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


C-1





















 


EXHIBIT
D-1


 


[FORM
OF NOTE]


 


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


 


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


 


OWENS-BROCKWAY GLASS CONTAINER
INC.


 


63/4%
SENIOR NOTES DUE 2014


 


	
  [Number:

  	
   

  	
  CUSIP No.
                

  	
   

  	
  $                        ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Number:

  	
   

  	
  Common Code
  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] [BT
Globenet Nominees Limited, as nominee of Deutsche Bank AG, acting through its
London Branch, as Common Depositary for Euroclear Bank S.A./N.V. and
Clearstream Banking S.A.], or registered assigns, the principal sum of
                                                                              
on December 1, 2014.


 


Interest Payment Dates:  June 1 and December 1, commencing June 1,
2005.


 


Record Dates: 
May 15 and November 15.


 


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


 


D1-1





















 


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


 


	
   

  	
  OWENS-BROCKWAY GLASS CONTAINER

  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
						



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


Law Debenture Trust Company of New York, as Trustee


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


D1-2





















 


OWENS-BROCKWAY GLASS CONTAINER
INC.


 


63/4%
SENIOR NOTES DUE 2014


 


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 Additional Interest payable pursuant to Section 5 of the Registration
Rights Agreement.  Interest on this Note
shall accrue from December 1, 2004 or from the most recent interest
payment date to which interest has been paid or provided for, as the case may
be; interest and Additional Interest on this Note shall be payable
semi-annually on June 1 and December 1 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 June 1, 2005; and interest on this Note shall be payable to
holders of record on the May 15 or November 15 immediately preceding the
applicable Interest Payment Date. 
Interest will be computed on the basis of a 360-day year of twelve
30-day months.  The Company shall pay
defaulted interest on overdue interest, plus (to the extent lawful) any
interest payable on the defaulted interest, as provided in Section 2.11 of
the Indenture.


 


2.                                       Method
of Payment


 


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


 


D1-3





















 


3.                                       Paying
Agent and Registrar


 


[Initially, Deutsche Bank Trust Company
Americas will act as Dollar Notes Paying Agent and Registrar (“Dollar Notes 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.]


 


 [Initially, Deutsche Bank Trust Company
Americas will act as Registrar (“Registrar and Dollar Notes Paying Agent”) and
Deutsche Bank AG, acting through its London Branch, will act as Euro Notes
Paying Agent (“Euro Notes Paying Agent”).]


 


4.                                       Indenture


 


[The Company issued this Note under an Indenture
dated as of December 1, 2004 among the Company, the Guarantors, Law
Debenture Trust Company of New York, as Trustee, the Dollar Notes Paying Agent
and Registrar and Deutsche Bank AG, acting through its London Branch, as Euro
Notes Paying Agent (the “Indenture”).]
[The Company issued this Note under an Indenture dated as of December 1,
2004 among the Company, the Guarantors, Law Debenture Trust Company of New
York, as Trustee, the Registrar and Dollar Notes Paying Agent and the Euro Note
Paying Agent (the “Indenture”).]  This
Note is a series designated as the “63⁄4% Senior Notes due 2014” of the
Company.  The Company may issue
additional Notes of this series after this Note has been issued.  This Note and any additional Notes of this
series subsequently issued under the Indenture shall be treated as a single
series for all purposes under the Indenture, including, without limitation,
waivers, amendments, redemptions and offers to purchase.  The terms of this Note include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended (the “TIA”). 
This Note is subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of those terms.  Any conflict between the terms of this Note
and the Indenture will be governed by the Indenture.


 


5.                                       Optional
Redemption


 


Except as described below, this Note shall
not be redeemable at the Company’s option prior to December 1, 2009.


 


On or after December 1, 2009, the
Company may redeem all or a part of this Note upon not less than 10 nor more
than 60 days’ notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Additional Interest, if any, thereon, to the applicable redemption date, if
redeemed during the twelve-month period beginning on December 1 of the
years indicated below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2009

  	
   

  	
  103.375

  	
  %

  
	
  2010

  	
   

  	
  102.250

  	
  %

  
	
  2011

  	
   

  	
  101.125

  	
  %

  
	
  2012 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


D1-4





















 


At any time prior to December 1, 2009,
the Company may redeem on any one or more occasions up to 40% of the aggregate
principal amount of the [Dollar] [Euro] Notes (calculated after giving effect
to any issuance of Additional [Dollar] [Euro] Notes) issued under the Indenture
at a redemption price of 106.750% of the principal amount thereof, plus accrued
and unpaid interest and Additional Interest, if any, to the redemption date,
with the net cash proceeds of one or more Equity Offerings by OI Inc. to the
extent the net cash proceeds thereof are contributed to the Company or used to
purchase from the Company Capital Stock (other than Disqualified Stock) of the
Company; provided that: (1) at
least 60% of the aggregate principal amount of [Dollar] [Euro] Notes
(calculated after giving effect to any issuance of Additional [Dollar] [Euro]
Notes) issued under the Indenture remains outstanding immediately after the
occurrence of such redemption (excluding [Dollar] [Euro] Notes held by OI Inc.
and its Subsidiaries); and (2) the redemption must occur within 60 days of the
date of the closing of such Equity Offering.


 


At any time prior to December 1, 2009,
the Company may also redeem all or a part of the [Dollar] [Euro] Notes, upon
not less than 10 nor more than 60 days’ prior notice mailed by first-class mail
to each Holder’s registered address, at a redemption price equal to 100% of the
principal amount of [Dollar] [Euro] Notes redeemed plus the Applicable Premium
as of, and accrued and unpaid interest and Additional Interest, if any, to, the
date of redemption (subject to the right of Holders of record on the relevant
record date to receive interest due on the [Dollar] [Euro] Notes on the
relevant interest payment date).


 


In addition, at any time prior to December 1,
2009, 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
10 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 Additional Interest, if any, to, the date of redemption
(subject to the right of Holders of record on the relevant Record Date to
receive interest due on 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 $50,000 or an integral
multiple of $1,000)] [(equal to €50,000 or an integral multiple of €1,000)] of
that Holder’s Notes pursuant to a Change of Control Offer on the terms set
forth in the Indenture.  If OI Group or a
Restricted Subsidiary consummates any Asset Sales, when the aggregate amount of
Excess Proceeds exceeds $25.0 million, the Company will be required to make an
offer (an “Asset Sale Offer”) to
all Holders of this Note and all Holders of other Indebtedness that is pari passu with this Note containing
provisions similar to those set forth in the Indenture with respect to offers
to


 


D1-5





















 


purchase or redeem with the proceeds of sales of assets (including the
Existing Senior Notes) 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 10 days but not more than 60 days before the redemption
date to each Holder of this Note to be redeemed. Notices of redemption shall
not be conditional.  Denominations of
this Note larger than [$1,000] [€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[$50,000] [€50,000] of principal amount and
integral multiples of [$1,000] [€1,000]. 
A Holder may transfer or exchange the Note in accordance with the
Indenture.  No service charge will be
made for any registration of transfer or exchange of Notes, but the Company may
require the payment of a sum sufficient to cover any transfer tax or other
similar governmental charge payable in connection therewith, subject to and as
permitted by the Indenture.


 


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


 


D1-6





















 


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


 


If an Event of Default other than an Event or
Default specified in clauses (7) and (8) of the preceding paragraph occurs and
is continuing, the Trustee by notice to the Company, or the Holders of at least
25% in principal amount of the then outstanding Notes by notice to the Company
and the Trustee, as provided in the Indenture, may declare the unpaid Principal
of and any accrued and unpaid interest on the Notes to be due and payable


 


D1-7





















 


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


 


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


 


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.


 


15.                                 Trustee
Dealings with the Company


 


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


 


D1-8





















 


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.


 


22.                                 [CUSIP]
[Common Code] Numbers


 


Pursuant to a recommendation promulgated by
the Committee on Uniform Note Identification Procedures, the Company has caused
[CUSIP] [Common Code] numbers to be printed on the Notes, and the Trustee may
use [CUSIP] [Common Code] 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:


 


D1-9





















 


Owens-Brockway Glass Container Inc.

One SeaGate

Toledo, Ohio  43666

Attention:  Investor Relations


 


D1-10





















 


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





















 


OPTION
OF HOLDER TO ELECT PURCHASE


 


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


 


o  Section 4.10                                                              o  Section 4.11


 


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


[$                             ]


 


[€                             ]


 


	
  Date:

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tax
  Identification No:

  	
   

  



 


SIGNATURE GUARANTEE


 


 


	
   

  	
   

  
	
  Participant in a Recognized Signature

  	
   

  
	
  Guarantee Medallion Program

  	
   

  



 


D1-12





















 


SCHEDULE OF
EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


 


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


 


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global

  Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of this Global

  Note

  	
   

  	
  Principal Amount

  of this Global

  Note following

  such decrease (or

  increase)

  	
   

  	
  Signature of

  authorized

  signatory of

  Trustee or

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


D1-13





















 


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.


 


63/4%
SENIOR NOTES DUE 2014


 


	
  [Number:

  	
   

  	
  CUSIP No.              

  	
   

  	
  $                           ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Number:

  	
   

  	
  Common Code
  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] [BT
Globenet Nominees Limited, as nominee of Deutsche Bank AG, acting through its
London Branch, as Common Depositary for Euroclear Bank S.A./N.V. and
Clearstream Banking S.A.], or registered assigns, the principal sum of
                                                                            
on December 1, 2014.


 


Interest Payment Dates:  June 1 and December 1, commencing June 1,
2005.


 


Record Dates: 
May 15 and November 15.


 


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


 


D2-1





















 


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


 


	
   

  	
  OWENS-BROCKWAY GLASS CONTAINER

  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUSTEE’S CERTIFICATE OF AUTHENTICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Law Debenture Trust Company of New York, as
  Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  	
   

  
								



 


D2-2





















 


OWENS-BROCKWAY GLASS CONTAINER
INC.


 


63/4%
SENIOR NOTES DUE 2014


 


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 Additional
Interest payable pursuant to Section 5 of the Registration Rights
Agreement.  Interest on this Note shall
accrue from December 1, 2004 or from the most recent interest payment date
to which interest has been paid or provided for, as the case may be; interest
and Additional Interest on this Note shall be payable semi-annually on June 1
and December 1 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 June 1,
2005; and interest on this Note shall be payable to holders of record on the
May 15 or November 15 immediately preceding the applicable Interest
Payment Date.  Interest will be computed
on the basis of a 360-day year of twelve 30-day months.  The Company shall pay defaulted interest on
overdue interest, plus (to the extent lawful) any interest payable on the
defaulted interest, as provided in Section 2.11 of the Indenture.


 


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


 


2.                                       Method
of Payment


 


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


 


D2-3





















 


on, all Global Notes and all other Notes the Holders of which will have
provided wire transfer instructions to the Company or the [Dollar] [Euro] Notes
Paying Agent.  Such payment will be in
[such coin or currency of the United States of America as] [is euros or any
successor currency that] at the time of payment is legal tender for payment of
public and private debts.


 


3.                                       Paying
Agent and Registrar


 


[Initially, Deutsche Bank Trust Company
Americas will act as Dollar Notes Paying Agent and Registrar (“Dollar Notes 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.]


 


 [Initially, Deutsche Bank Trust Company
Americas will act as Registrar (“Registrar and Dollar Notes Paying Agent”) and
Deutsche Bank AG, acting through its London Branch, will act as Euro Notes
Paying Agent (“Euro Notes Paying Agent”).]


 


4.                                       Indenture


 


[The Company issued this Note under an
Indenture dated as of December 1, 2004 among the Company, the Guarantors,
Law Debenture Trust Company of New York, as Trustee, the Dollar Notes Paying
Agent and Registrar and Deutsche Bank AG, acting through its London Branch, as
Euro Notes Paying Agent (the “Indenture”).]
[The Company issued this Note under an Indenture dated as of December 1,
2004 among the Company, the Guarantors, Law Debenture Trust Company of New
York, as Trustee, the Registrar and Dollar Notes Paying Agent and the Euro Note
Paying Agent (the “Indenture”).]  This
Note is a series designated as the “63⁄4% Senior Notes due 2014” of the
Company.  The Company may issue
additional Notes of this series after this Note has been issued.  This Note and any additional Notes of this series
subsequently issued under the Indenture shall be treated as a single series for
all purposes under the Indenture, including, without limitation, waivers,
amendments, redemptions and offers to purchase. 
The terms of this Note include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. §§ 77aaa-77bbbb), as amended (the “TIA”).  This Note is subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of those
terms.  Any conflict between the terms of
this Note and the Indenture will be governed by the Indenture.


 


5.                                       Optional
Redemption


 


Except as described below, this Note shall
not be redeemable at the Company’s option prior to December 1, 2009.


 


On or after December 1, 2009, the
Company may redeem all or a part of this Note upon not less than 10 nor more
than 60 days’ notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Additional Interest, if any, thereon, to the applicable redemption date, if
redeemed during the twelve-month period beginning on December 1 of the
years indicated below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2009

  	
   

  	
  103.375

  	
  %

  
	
  2010

  	
   

  	
  102.250

  	
  %

  
	
  2011

  	
   

  	
  101.125

  	
  %

  
	
  2012 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


D2-4





















 


At any time prior to December 1, 2009,
the Company may redeem on any one or more occasions up to 40% of the aggregate
principal amount of the [Dollar] [Euro] Notes (calculated after giving effect
to any issuance of Additional [Dollar] [Euro] Notes) issued under the Indenture
at a redemption price of 106.750% of the principal amount thereof, plus accrued
and unpaid interest and Additional Interest, if any, to the redemption date, with
the net cash proceeds of one or more Equity Offerings by OI Inc. to the extent
the net cash proceeds thereof are contributed to the Company or used to
purchase from the Company Capital Stock (other than Disqualified Stock) of the
Company; provided that: (1) at
least 60% of the aggregate principal amount of [Dollar] [Euro] Notes
(calculated after giving effect to any issuance of Additional [Dollar] [Euro]
Notes) issued under the Indenture remains outstanding immediately after the
occurrence of such redemption (excluding [Dollar] [Euro] Notes held by OI Inc.
and its Subsidiaries); and (2) the redemption must occur within 60 days of the
date of the closing of such Equity Offering.


 


At any time prior to December 1, 2009,
the Company may also redeem all or a part of the [Dollar] [Euro] Notes, upon
not less than 10 nor more than 60 days’ prior notice mailed by first-class mail
to each Holder’s registered address, at a redemption price equal to 100% of the
principal amount of [Dollar] [Euro] Notes redeemed plus the Applicable Premium
as of, and accrued and unpaid interest and Additional Interest, if any, to, the
date of redemption (subject to the right of Holders of record on the relevant
record date to receive interest due on the [Dollar] [Euro] Notes on the relevant
interest payment date).


 


In addition, at any time prior to December 1,
2009, 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
10 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 Additional Interest, if any, to, the date of redemption
(subject to the right of Holders of record on the relevant Record Date to
receive interest due on 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 $50,000 or an integral
multiple of $1,000)] [(equal to €50,000 or an integral multiple of €1,000)] of
that Holder’s Notes pursuant to a Change of Control Offer on the terms set
forth in the Indenture.  If OI Group or a


 


D2-5





















 


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 (including the
Existing Senior Notes) 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 10 days but not more than 60 days before the redemption
date to each Holder of this Note to be redeemed. Notices of redemption shall
not be conditional.  Denominations of
this Note larger than [$1,000] [€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[$50,000] [€50,000] of principal amount and
integral multiples of [$1,000] [€1,000]. 
A Holder may transfer or exchange the Note in accordance with the
Indenture.  No service charge will be
made for any registration of transfer or exchange of Notes, but the Company may
require the payment of a sum sufficient to cover any transfer tax or other
similar governmental charge payable in connection therewith, subject to and as
permitted by the Indenture.


 


This Regulation S Temporary Global Note is
exchangeable in whole or in part for one or more Global Notes only (i) on or
after the termination of the 40-day restricted period (as defined in Regulation
S) and (ii) upon presentation of certificates (accompanied by an Opinion of
Counsel, if applicable) required by Article 2 of the Indenture.  Upon exchange of this Regulation S Temporary
Global Note for one or more Global Notes, the Trustee shall cancel this
Regulation S Temporary Global Note.


 


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


 


D2-6





















 


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


 


D2-7





















 


for all or substantially all of such entity’s property; or (c) orders
the liquidation of the Company, OI Group or any Significant Subsidiary of OI
Group; and, with respect to (a), (b) and (c), the order or decree remains
unstayed and in effect for 60 days; and (9) failure by OI Group or any of its
Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11
or Article 5 of the Indenture.


 


If an Event of Default other than an Event or
Default specified in clauses (7) and (8) of the preceding paragraph occurs and
is continuing, the Trustee by notice to the Company, or the Holders of at least
25% in principal amount of the then outstanding Notes by notice to the Company
and the Trustee, as provided in the Indenture, may declare the unpaid Principal
of and any accrued and unpaid interest on the Notes to be due and payable
immediately.  Upon such declaration the
Principal (or such lesser amount) and interest shall be due and payable
immediately.  At any time after a
declaration of acceleration with respect to the Notes has been made, the
Holders of a majority in principal amount of the then outstanding Notes may,
under certain circumstances, rescind such acceleration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default with respect to the Notes have been cured or waived
except nonpayment of Principal or interest that has become due solely because
of the acceleration.


 


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


 


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.


 


15.                                 Trustee
Dealings with the Company


 


The Trustee, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Company or its Affiliates, with the same


 


D2-8





















 


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 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.


 


22.                                 [CUSIP]
[Common Code] Numbers


 


Pursuant to a recommendation promulgated by
the Committee on Uniform Note Identification Procedures, the Company has caused
[CUSIP] [Common Code] numbers to be


 


D2-9





















 


printed on the Notes, and the Trustee may use [CUSIP] [Common Code]
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





















 


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





















 


OPTION
OF HOLDER TO ELECT PURCHASE


 


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


 


o  Section 4.10                                                              o  Section 4.11


 


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


[$                             ]


 


[€                             ]


 


 


	
  Date:

  	
   

  	
  Your
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Tax
  Identification No:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURE GUARANTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Participant in a Recognized Signature

  	
   

  	
   

  
	
  Guarantee Medallion Program

  	
   

  	
   

  
								



 


D2-12





















 


SCHEDULE OF
EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


 


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


 


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global

  Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of this Global

  Note

  	
   

  	
  Principal Amount

  of this Global

  Note following

  such decrease (or

  increase)

  	
   

  	
  Signature of

  authorized

  signatory of

  Trustee or

  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


D2-13