<PAGE>

                                                                     Exhibit 4.1




                            SECURED CREDIT AGREEMENT

                           DATED AS OF APRIL 23, 2001
                                      AMONG

                           OWENS-ILLINOIS GROUP, INC.,
          OWENS-BROCKWAY GLASS CONTAINER INC., OI GENERAL FTS INC., OI
      PLASTIC PRODUCTS FTS INC., OI CLOSURE FTS INC., UNITED GLASS LIMITED,
           UNITED GLASS GROUP LIMITED, OWENS-ILLINOIS (AUSTRALIA) PTY
       LIMITED, ACI OPERATIONS PTY LIMITED, OI ITALIA S.R.L., AND AZIENDE
                     VETRARIE INDUSTRIALI RICCIARDI S.P.A.

                          OWENS-ILLINOIS GENERAL, INC.
                               AS BORROWERS' AGENT

                           THE LENDERS LISTED HEREIN,

        ABN AMRO BANK N.V., CIBC, INC., CREDIT LYONNAIS CHICAGO BRANCH,
        BANK ONE, NA, INDUSTRIAL BANK OF JAPAN, LIMITED, KEYBANK NATIONAL
         ASSOCIATION, SOCIETE GENERALE AND SUMITOMO BANK, LTD., CHICAGO
                                     BRANCH,
                              AS MANAGING AGENTS,

            BARCLAYS BANK PLC AND TORONTO DOMINION (TEXAS), INC.,
                                  AS CO-AGENTS,

               BNP PARIBAS AND CREDIT INDUSTRIEL ET COMMERCIAL,
                                AS LEAD MANAGERS,

                  DEUTSCHE BANC ALEX.BROWN AND BANC OF AMERICA
                                SECURITIES, LLC,
                AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS

          THE BANK OF NOVA SCOTIA, AND BANC OF AMERICA SECURITIES, LLC
                            AS CO-SYNDICATION AGENTS,

                        DEUTSCHE BANK AG, LONDON BRANCH,
                           AS UK ADMINISTRATIVE AGENT,

                                       AND

                             BANKERS TRUST COMPANY,
                             AS ADMINISTRATIVE AGENT


<PAGE>


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                            PAGE

<S>                                                                         <C>
SECTION 1  DEFINITIONS.......................................................3

1.1   Certain Defined Terms..................................................3

1.2   Accounting Terms; Utilization of GAAP for Purposes of
      Calculations Under Agreement; Change in Accounting Principles.........44

1.3   Other Definitional Provisions; Anniversaries..........................44

SECTION 2  AMOUNT AND TERMS OF COMMITMENTS AND LOANS; NOTES.................44

2.1   Commitments; Making of Loans; Domestic Overdraft Account..............44

2.2   Interest on the Loans.................................................57

2.3   Fees..................................................................60

2.4   Prepayments and Payments; Reductions in Commitments...................61

2.5   Use of Proceeds.......................................................70

2.6   Special Provisions Governing Eurodollar Rate Loans....................71

2.7   Capital Adequacy Adjustment; Increased Costs; Taxes...................75

2.8   Letters of Credit.....................................................81

2.9   Joint and Several Liability; Contribution; O-I General as
      Borrowers' Agent......................................................90

SECTION 3  CONDITIONS TO LOANS AND LETTERS OF CREDIT........................92

3.1   Conditions to Term Loans and Initial Revolving Loans..................92

3.2   Conditions to All Loans...............................................96

3.3   Conditions to Letters of Credit.......................................96

SECTION 4  LOAN PARTIES' REPRESENTATIONS AND WARRANTIES.....................97

4.1   Organization, Powers, Good Standing, Business and Subsidiaries........97

4.2   Authorization of Borrowing, Etc.......................................98

4.3   Financial Condition...................................................99

4.4   No Adverse Material Change; No Restricted Junior Payment..............99

4.5   Litigation; Adverse Facts.............................................99

4.6   Payment of Taxes......................................................99

4.7   Governmental Regulation..............................................100

4.8   Securities Activities................................................100

4.9   Employee Benefit Plans...............................................100

4.10  Disclosure...........................................................100


                                      -i-

<PAGE>

<CAPTION>
                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                           PAGE
<S>                                                                        <C>
4.11  Environmental Protection.............................................101

4.12  Title to Properties; Liens; Real Property; Intellectual Property.....101

4.13  Solvency.............................................................102

4.14  Matters Relating to Collateral.......................................102

SECTION 5  COMPANY'S AFFIRMATIVE COVENANTS.................................103

5.1   Financial Statements and Other Reports...............................103

5.2   Corporate Existence, Etc.............................................107

5.3   Payment of Taxes and Claims; Tax Consolidation.......................108

5.4   Maintenance of Properties; Insurance; Application of Net
      Insurance/Condemnation Proceeds......................................108

5.5   Inspection; Lender Meeting...........................................109

5.6   Compliance with Laws, Etc............................................110

5.7   Securities Activities................................................110

5.8   Environmental Matters................................................110

5.9   Execution of Subsidiary Guaranty and Security Agreement After the
      Closing Date.........................................................112

5.10  Real Estate Matters..................................................113

SECTION 6  COMPANY'S NEGATIVE COVENANTS....................................115

6.1   Indebtedness.........................................................115

6.2   Liens and Related Matters............................................117

6.3   Investments; Acquisitions............................................119

6.4   Contingent Obligations...............................................121

6.5   Restricted Junior Payments...........................................122

6.6   Financial Covenants..................................................122

6.7   Restriction on Fundamental Changes; Asset Sales......................123

6.8   Consolidated Capital Expenditures....................................125

6.9   Transactions with Shareholders and Affiliates........................125

6.10  Sales and Lease-Backs................................................126

6.11  Conduct of Business..................................................126

6.12  Amendments of Documents Relating to Restricted Debt Obligations;
      No Prepayments of Restricted Debt Obligations........................126

SECTION 7  EVENTS OF DEFAULT...............................................127


                                      -ii-

<PAGE>


<CAPTION>
                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                           PAGE
<S>                                                                        <C>
7.1   Failure to Make Payments When Due....................................127

7.2   Default in Other Agreements..........................................128

7.3   Breach of Certain Covenants..........................................128

7.4   Breach of Warranty...................................................128

7.5   Other Defaults under Agreement or Loan Documents.....................128

7.6   Involuntary Bankruptcy; Appointment of Receiver, Etc.................128

7.7   Voluntary Bankruptcy; Appointment of Receiver, Etc...................129

7.8   Judgments and Attachments............................................129

7.9   Dissolution..........................................................130

7.10  Change of Control....................................................130

7.11  Employee Benefit Plans...............................................130

7.12  Invalidity of Guarantor; Failure of Security.........................130

7.13  Activities of Holdings...............................................130

SECTION 8  AGENTS..........................................................132

8.1   Appointment..........................................................132

8.2   Powers; General Immunity.............................................133

8.3   Representations and Warranties; No Responsibility for Appraisal
      of Creditworthiness..................................................134

8.4   Right to Indemnity...................................................135

8.5   Registered Persons Treated as Owners.................................135

8.6   Successor Agents and Domestic Overdraft Account Provider.............135

8.7   Intercreditor Agreement, Subsidiary Guaranty and Collateral
      Documents; Release of Subsidiary Guaranty............................136

SECTION 9  COMPANY GUARANTY................................................136

9.1   Guaranty.............................................................136

9.2   Waivers..............................................................137

9.3   Payment..............................................................138

9.4   Waiver of Subrogation, Etc...........................................139

9.5   Termination..........................................................140

9.6   Security.............................................................140

SECTION 10  MISCELLANEOUS..................................................140

                                     -iii-


<PAGE>

<CAPTION>
                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                           PAGE
<S>                                                                        <C>
10.1  Representation of Lenders............................................140

10.2  Assignments and Participations in Loans, Notes and Letters of
      Credit...............................................................140

10.3  Expenses.............................................................145

10.4  Indemnity............................................................146

10.5  Set Off..............................................................146

10.6  Ratable Sharing......................................................147

10.7  Amendments and Waivers...............................................147

10.8  Independence of Covenants............................................151

10.9  Change in Accounting Principles, Fiscal Year or Tax Laws.............151

10.10 Notices..............................................................151

10.11 Survival of Warranties and Certain Agreements........................152

10.12 Failure or Indulgence Not Waiver; Remedies Cumulative................152

10.13 Severability.........................................................152

10.14 Obligations Several; Independent Nature of Lenders' Rights...........152

10.15 Headings.............................................................152

10.16 Applicable Law.......................................................153

10.17 Successors and Assigns...............................................153

10.18 Consent to Jurisdiction and Service of Process.......................153

10.19 Waiver of Jury Trial.................................................154

10.20 Confidentiality......................................................154

10.21 Judgment Currency....................................................155

10.22 Additional Offshore Borrowers........................................155

10.23 Limitation on Offshore Borrower Obligations..........................156

10.24 Counterparts; Effectiveness..........................................156
</TABLE>


                                      -iv-
<PAGE>

                                       v

<PAGE>

                                    EXHIBITS

Exhibit I:     Form of Notice of Borrowing
Exhibit II:    Form of Notice of Request for Issuance of Letter of Credit
Exhibit III:   Form of Notice of Conversion/Continuation
Exhibit IV:    Form of Domestic Borrower Term Note
Exhibit V:     Form of Domestic Borrower Revolving Note
Exhibit VI:    Form of Offshore Loan Note
Exhibit VII:   Form of Domestic Overdraft Agreement
Exhibit VIII:  Form of Offshore Overdraft Agreement
Exhibit IX:    Form of Compliance Certificate
Exhibit X:     Form of Assignment and Acceptance
Exhibit XI:    Form of Opinion of Latham & Watkins
Exhibit XII:   Form of Opinion of O'Melveny & Myers LLP
Exhibit XIII:  Form of Subsidiary Guaranty
Exhibit XIV:   Form of Domestic Borrowers' Guaranty
Exhibit XV:    Form of Pledge Agreement
Exhibit XVI:   Form of Security Agreement
Exhibit XVII:  Form of Intercreditor Agreement
Exhibit XVIII: Form of Borrowing Subsidiary Agreement


                                       vi

<PAGE>



                                    SCHEDULES

Schedule A:  Amount of Lender's Term Loan Commitment to each Domestic Borrower

              Original Amount of each Lender's Revolving Loan Commitment to
              each Domestic Borrower

              Original Amount of each Lender's UK Loan Commitment, each
              Lender's   Australian Loan Commitment, and each Lender's
              Italian Loan Commitment

              Initial Proportionate Percentages of the Domestic Borrowers

Schedule B:  Existing Liens
Schedule D:  Reporting Units
Schedule E:  Existing Letters of Credit
Schedule G:  Foreign Subsidiaries
Schedule 1.1A:  Offshore Guarantors
Schedule 1.1B:  Subsidiary Guarantors
Schedule 1(f)(iii):  Copyrights
Schedule 4.1:  Subsidiaries
Schedule 4.12B:  Real Property Assets
Schedule 6.1:  Permitted Indebtedness
Schedule 6.3:  Existing Investments
Schedule 6.4:  Contingent Obligations



                                      vii
<PAGE>



                           OWENS-ILLINOIS GROUP, INC.
                       OWENS-BROCKWAY GLASS CONTAINER INC.
                               OI GENERAL FTS INC.
                          OI PLASTIC PRODUCTS FTS INC.
                               OI CLOSURE FTS INC.
                              UNITED GLASS LIMITED
                           UNITED GLASS GROUP LIMITED
                     OWENS-ILLINOIS (AUSTRALIA) PTY LIMITED
                           ACI OPERATIONS PTY LIMITED
                                OI ITALIA S.R.L.
                  AZIENDE VETRARIE INDUSTRIALI RICCIARDI S.P.A.

                            SECURED CREDIT AGREEMENT

                           DATED AS OF APRIL 23, 2001


            This SECURED CREDIT AGREEMENT is dated as of April 23, 2001 (this
"AGREEMENT"), and entered into by and among OWENS-ILLINOIS GROUP, INC., a
Delaware corporation ("COMPANY"), OWENS-BROCKWAY GLASS CONTAINER INC., a
Delaware corporation ("OWENS BROCKWAY"), OI GENERAL FTS INC., a Delaware
corporation ("O-I GENERAL FTS"), OI PLASTIC PRODUCTS FTS INC., a Delaware
corporation ("O-I PLASTIC"), O-I CLOSURE FTS INC., a Delaware corporation ("O-I
CLOSURE"), UNITED GLASS LIMITED, a corporation organized under the laws of
England and Wales ("UNITED GLASS"), UNITED GLASS GROUP LIMITED, a corporation
organized under the laws of England and Wales ("UNITED GLASS Group"),
OWENS-ILLINOIS (AUSTRALIA) PTY LIMITED, a limited liability company organized
under the laws of Australia ("O-I AUSTRALIA"), ACI OPERATIONS PTY LIMITED, a
limited liability company organized under the laws of Australia ("ACI"), OI
ITALIA S.R.L., a limited liability company organized under the laws of Italy
("O-I ITALY"), AZIENDE VETRARIE INDUSTRIALI RICCIARDI S.P.A., a joint stock
company organized under the laws of Italy ("AVIR"), OWENS-ILLINOIS GENERAL,
INC., a Delaware corporation ("O-I GENERAL"), as Borrowers' Agent (in such
capacity "BORROWERS' AGENT"), THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF
(each individually a "LENDER" and collectively, "LENDERS"), ABN AMRO BANK N.V.,
CIBC, INC., CREDIT LYONNAIS CHICAGO BRANCH, BANK ONE, NA, INDUSTRIAL BANK OF
JAPAN, LIMITED, KEYBANK NATIONAL ASSOCIATION, SOCIETE GENERALE and SUMITOMO
BANK, LTD., CHICAGO BRANCH, as Managing Agents for Lenders (each individually
referred to herein as a "MANAGING AGENT" and collectively as "MANAGING AGENTS"),
BARCLAYS BANK PLC and TORONTO DOMINION (TEXAS), INC., as Co-Agents for Lenders
(each individually referred to herein as a "CO-AGENT" and collectively as
"Co-Agents"), BNP PARIBAS and CREDIT INDUSTRIEL ET COMMERCIAL, as Lead Managers
for Lenders (each individually referred to herein as a "LEAD Manager" and
collectively as "LEAD MANAGERS"), DEUTSCHE BANC ALEX. BROWN and BANC OF AMERICA
SECURITIES, LLC, as "JOINT LEAD ARRANGERS" and "JOINT BOOK MANAGERS", THE BANK
OF NOVA SCOTIA ("SCOTIA CAPITAL") and BANC OF AMERICA SECURITIES, LLC, as
Co-Syndication Agents (each individually referred to herein as a "CO-



                                       1
<PAGE>

SYNDICATION AGENT," collectively as "CO-SYNDICATION AGENTS"), DEUTSCHE BANK AG,
LONDON BRANCH, as UK Administrative Agent for the Lenders ("UK ADMINISTRATIVE
AGENT"), and BANKERS TRUST COMPANY ("BANKERS"), as Administrative Agent for
Lenders ("ADMINISTRATIVE AGENT"; together with Co-Syndication Agents and UK
Administrative Agent (and, for purposes of Sections 8 and 9 and the Collateral
Documents only, Collateral Agent), "Agents").

                                    RECITALS

            WHEREAS, pursuant to the Existing Credit Agreement, Existing Lenders
have certain aggregate revolving commitments of $4,500,000,000 to Holdings and
Offshore Borrowers terminating on December 31, 2001;

            WHEREAS, Holdings, Company and Borrowers desire that Lenders replace
the revolving commitments under the Existing Credit Agreement with new senior
secured credit facilities available to Borrowers through March 31, 2004;

            WHEREAS, Company and the Domestic Borrowers have issued certain
intercompany notes to Holdings and to Company and Packaging, respectively, and
Company and the Domestic Borrowers desire to effect a partial repayment of such
intercompany notes pursuant to borrowings hereunder, the proceeds of which
Holdings shall use to repay Indebtedness under the Existing Credit Agreement;

            WHEREAS, in addition to such repayment of the Existing Credit
Agreement, the proceeds of such secured credit facilities will be used by
Borrowers (i) to pay certain fees and expenses associated with the Loans and the
related transactions described herein, (ii) to provide working capital for
Company and its Subsidiaries (including Borrowers), (iii) to provide for
commercial and standby letter of credit requirements, and (iv) to provide funds
for other general corporate purposes of Borrowers and their Subsidiaries;

            WHEREAS, the Arrangers, on behalf of the Australian Offshore
Borrowers, and the Australian Offshore Borrowers have offered the Australian
Loans (to be issued as debentures in inscribed form and evidenced by the
Australian Loan Notes) to the Lenders, being persons carrying on a business of
providing finance, or investing or dealing in securities, in the course of
operating in financial markets, by inviting the offerees, through delivery of an
information memorandum and participation in subsequent conferences
correspondence and negotiations among the Arrangers, Agents, Lenders and
Borrowers, to subscribe for the Australian Loans and the Australian Loan Notes,
and the Lenders desire to accept the invitation of the Australian Offshore
Borrowers and to subscribe for and acquire the Australian Loans and the
Australian Loan Notes;

            WHEREAS, Lenders have agreed to make Offshore Loans and other
extensions of credit available to Offshore Borrowers and Offshore Borrowers
(other than the Italian Offshore Borrowers) and certain of their Subsidiaries
have agreed to secure such Offshore Loans and other extensions of credit with
certain pledges of stock and other grants of collateral;

            WHEREAS, Domestic Borrowers desire to secure all of their
Obligations hereunder, under the other Loan Documents and in respect of Other
Lender Guarantied Obligations by granting to Collateral Agent, on behalf of
Lenders and the holders of Other



                                       2
<PAGE>

Lender Guarantied Obligations, a First Priority Lien on substantially all of
their respective real, personal and mixed property, including a pledge of all of
the Capital Stock of their Domestic Subsidiaries and 65% of the Capital Stock of
their first-tier Foreign Subsidiaries owned by Company or any Domestic
Subsidiary;

            WHEREAS, Company and all of the wholly-owned Domestic Subsidiaries
of Company (other than the Harbor Capital Subsidiaries) have agreed to guarantee
the Obligations hereunder, under the other Loan Documents and the Other Lender
Guarantied Obligations and to secure their guaranties by granting to Collateral
Agent, on behalf of Lenders, a First Priority Lien on substantially all of their
real, personal and mixed property, including a pledge of all of the Capital
Stock of their Domestic Subsidiaries (other than the Harbor Capital
Subsidiaries) and 65% of the Capital Stock of their first-tier Foreign
Subsidiaries owned by Company or any Domestic Subsidiary; and

            WHEREAS, Company and all of the wholly-owned Domestic Subsidiaries
of Company (other than the Harbor Capital Subsidiaries), each Australian
Wholly-Owned Subsidiary and English Wholly-Owned Subsidiary have agreed to
guarantee the Obligations of the Australian Offshore Borrowers and the UK
Offshore Borrowers, respectively, and have agreed to secure their guaranties by
granting to Collateral Agent, on behalf of Lenders, a First Priority Lien on
substantially all of their real, personal and mixed property and 35% of the
Capital Stock of their first-tier Foreign Subsidiaries owned by Company or any
Domestic Subsidiary not pledged to secure the Obligations of the Domestic
Borrowers.

            NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Borrowers, Lenders, Arrangers and
Agents hereby agree as follows:

                                    SECTION 1

                                   DEFINITIONS

            1.1   Certain Defined Terms

            The following terms used in this Agreement shall have the following
meanings:

            "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person or any of its
Subsidiaries existing at the time such Person becomes a Subsidiary of Company or
at the time it merges or consolidates with Company or any of its Subsidiaries or
assumed by Company or any of its Subsidiaries in connection with the acquisition
of assets from such Person, and in each case not incurred by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a
Subsidiary of Company or such acquisition, merger or consolidation.

            "ACQUISITION" has the meaning assigned such term in subsection 6.3.

            "ADDITIONAL MORTGAGED PROPERTY" has the meaning set forth in
subsection 5.10.

            "ADDITIONAL MORTGAGE" has the meaning set forth in subsection 5.10A.



                                       3
<PAGE>

            "ADDITIONAL OFFSHORE BORROWER" has the meaning assigned to that term
in subsection 10.22.

            "ADJUSTED EURODOLLAR RATE" means, for any Interest Rate
Determination Date with respect to a Eurodollar Rate Loan, the rate obtained by
DIVIDING (i) the arithmetic average (rounded upward to the nearest 1/100 of one
percent) of the offered quotation, if any, to first class banks in the interbank
Eurodollar market by each of the Reference Lenders for U.S. dollar deposits of
amounts in Same Day Funds comparable to the principal amount of the Eurodollar
Rate Loan of that Reference Lender for which the Adjusted Eurodollar Rate is
then being determined with maturities comparable to the Interest Period for
which such Adjusted Eurodollar Rate will apply as of approximately 11:00 A.M.
(New York time) on such Interest Rate Determination Date by (ii) a percentage
equal to 100% MINUS the stated maximum rate of all reserve requirements
(including, without limitation, any marginal, emergency, supplemental, special
or other reserves) applicable to any member bank of the Federal Reserve System
in respect of "Eurocurrency liabilities" as defined in Regulation D (or any
successor category of liabilities under Regulation D); PROVIDED that if any
Reference Lender fails to provide Administrative Agent with its aforementioned
quotation then the Adjusted Eurodollar Rate shall be determined based on the
quotation(s) provided to Administrative Agent by the other Reference Lender(s);
PROVIDED, FURTHER, that, to the extent Lenders make UK Loans through UK Lending
Offices "Adjusted Eurodollar Rate" shall be increased for such Lenders to
include the additional cost (expressed as a percentage per annum and rounded
upwards, if necessary, to the nearest five decimal places) to such Lenders of
complying with the requirements of the Bank of England, the Financial Services
Authority and/or any other relevant monetary or regulatory authority in respect
of monetary control, liquidity or otherwise from time to time.

            "ADMINISTRATIVE AGENT" has the meaning assigned to that term in the
introduction to this Agreement and also includes any successor Administrative
Agent appointed pursuant to subsection 8.6.

            "ADOLLARS" and the sign "A$" mean the lawful currency of Australia.

            "AFFECTED LENDER" means any Lender affected by any of the events
described in subsection 2.6B or 2.6C.

            "AFFILIATE", as applied to any Person, means any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, "control" (including with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or
by contract or otherwise.

            "AGENTS" means the Administrative Agent, the Co-Syndication Agents
and the UK Administrative Agent collectively and, for purposes of Sections 8 and
9 and the Collateral Documents only, Collateral Agent.



                                       4
<PAGE>

            "AGREEMENT" means this Secured Credit Agreement dated as of April
23, 2001, as it may be amended, supplemented or otherwise modified from time to
time.

            "AGGREGATE AMOUNTS DUE" has the meaning assigned to that term in
subsection 10.6.

            "AGGREGATE OFFSHORE SUBLIMIT" means the lesser of (i) $1,410,000,000
and (ii) the Revolving Loan Commitments then in effect.

            "APPLICABLE BASE RATE MARGIN" means, for any (y) Term Loans, 1.5000%
per annum, and (z) for any Revolving Loans, as at any date of determination, a
rate per annum equal to the percentage set forth below opposite the Applicable
Leverage Ratio in effect as of such date of determination, any change in the
Applicable Base Rate Margin to be effective on the date of any corresponding
change in the Applicable Leverage Ratio:

<TABLE>
<CAPTION>
            APPLICABLE LEVERAGE RATIO       APPLICABLE BASE RATE MARGIN
<S>                                                   <C>
            Less than 3.5:1                           .7500%

            Greater than or equal to 3.5:1            1.000%
</TABLE>

; PROVIDED that, in the event that the Term Loans have not been repaid in full
on or prior to March 31, 2003, from and after March 31, 2003 until repayment in
full of the Term Loans, each of the foregoing rate margins shall be increased by
0.50% per annum.

            "APPLICABLE CURRENCY" means, with respect to any particular Letter
of Credit or Domestic Overdraft Amount or Offshore Overdraft Amount, Dollars or
the applicable Offshore Currency in which such Letter of Credit or Domestic
Overdraft Amount or Offshore Overdraft Amount is denominated or payable.

            "APPLICABLE EURODOLLAR MARGIN" means, (i) for any Term Loans, 2.500%
per annum and (ii) for any Revolving Loans or Offshore Loans, as at any date of
determination, a rate per annum equal to the percentage set forth below opposite
the Applicable Leverage Ratio in effect as of such date of determination, any
change in the Applicable Eurodollar Margin to be effective on the date of any
corresponding change in the Applicable Leverage Ratio:

<TABLE>
<CAPTION>
            APPLICABLE LEVERAGE RATIO      APPLICABLE EURODOLLAR MARGIN
<S>                                                    <C>
            Less than 3.5:1                            1.75%

            Greater than or equal to 3.5:1             2.00%
</TABLE>

; PROVIDED that, in the event that the Term Loans have not been repaid in full
on or prior to March 31, 2003, from and after March 31, 2003 until repayment in
full of the Term Loans, each of the foregoing rate margins shall be increased by
0.50% per annum.


                                       5

<PAGE>


            "APPLICABLE LEVERAGE RATIO" means, with respect to any date of
determination, the Consolidated Leverage Ratio set forth in the Effective
Pricing Certificate (as defined below) in respect of the Pricing Period (as
defined below) in which such date of determination occurs; PROVIDED that the
Applicable Leverage Ratio for the period from the Closing Date to but excluding
the date of commencement of the first Pricing Period beginning upon the delivery
after September 30, 2001 of an Effective Pricing Certificate for the Fiscal
Quarter ending September 30, 2001 shall be deemed to be greater than 3.5:1. For
purposes of this definition, (i) "PRICING CERTIFICATE" means an Officers'
Certificate of Borrowers' Agent delivered (a) in the case of any of the first
three Fiscal Quarters (beginning with the Fiscal Quarter ending September 30,
2001) of any Fiscal Year, within 45 days after the end of such Fiscal Quarter,
(b) in the case of the fourth Fiscal Quarter of any Fiscal Year, within 90 days
after the end of such Fiscal Quarter, or (c) following the date of consummation
of a sale of equity Securities of Holdings in an offering, in each case
certifying as to the Consolidated Leverage Ratio as of the last day of such
Fiscal Quarter or as of the date of consummation of such sale of equity
Securities after giving effect to the application of the proceeds thereof, as
the case may be, and setting forth the calculation of such Consolidated Leverage
Ratio in reasonable detail, which Officers' Certificate, in the case of the
immediately preceding clauses (a) and (b), may be delivered to Administrative
Agent at any time on or after the date of delivery by Borrowers' Agent of the
Compliance Certificate with respect to the period ending on the last day of the
applicable Fiscal Quarter pursuant to subsection 5.1(iii), and (ii) "PRICING
PERIOD" means each period commencing on the second Business Day after the
delivery (or deemed delivery as provided below) to Administrative Agent of a
Pricing Certificate (the "EFFECTIVE PRICING CERTIFICATE" in respect of such
Pricing Period) and ending on the first Business Day after the next Pricing
Certificate is delivered (or deemed to be delivered as provided below) to
Administrative Agent; PROVIDED that, in the event Borrowers' Agent fails to
deliver to Administrative Agent a Pricing Certificate on or before the 45th day
after the end of any of the first three Fiscal Quarters of any Fiscal Year or
the 90th day after the end of the fourth Fiscal Quarter of any Fiscal Year (the
"CUTOFF DATE" with respect to any such Fiscal Quarter), Borrowers' Agent shall
be deemed to have delivered to Administrative Agent, on the Cutoff Date, a
Pricing Certificate which establishes that the Consolidated Leverage Ratio as of
the last day of such Fiscal Quarter was greater than 3.5:1.

            "ARRANGER" and "ARRANGERS" means the Joint Lead Arrangers and Scotia
Capital (as those terms are defined in the introduction to this Agreement).

            "ASSET SALE" means the sale, transfer or other disposition by
Company or any of its Subsidiaries (including Borrowers) to any Person other
than Company or any of its Subsidiaries (including Borrowers) in a single
transaction or a related series of transactions of (i) any of the stock of any
of Company's Subsidiaries (including any Foreign Subsidiary), (ii) substantially
all of the assets of any geographic or other division or line of business of
Company or any of its Subsidiaries (including any Foreign Subsidiary), or (iii)
any other assets (including, without limitation, any assets which do not
constitute substantially all of the assets of any geographic or other division
or line of business but excluding (a) any assets manufactured, constructed or
otherwise produced or purchased for sale to others in the ordinary course of
business consistent with the past practices of Company and its Subsidiaries and
(b) any accounts receivable sold by Company or any of its Subsidiaries in
connection with Receivables Sale Indebtedness); PROVIDED; THAT, any asset sale
described in clauses (ii) or (iii) shall not be deemed



                                       6
<PAGE>

to be an Asset Sale unless the value of the assets sold exceeds $5,000,000.
Solely for purposes of subsection 6.7(v), the issuance of Capital Stock by
Company or any of its Domestic Subsidiaries (other than by Domestic Borrowers or
with respect to employee and executive compensation plans and issuances to
qualifying directors and Company or any of its Subsidiaries) shall be deemed an
Asset Sale (with the proceeds of any such issuance being deemed Net Equity
Securities Proceeds).

            "ASSIGNMENT AND ACCEPTANCE" means an Assignment and Acceptance, in
substantially the form of EXHIBIT X annexed hereto.

            "AUSTRALIAN LOAN COMMITMENT" means the commitment of a Lender to
make Australian Loans to Australian Offshore Borrowers pursuant to subsection
2.1C, and "AUSTRALIAN LOAN COMMITMENTS" means such commitments of all Lenders in
the aggregate.

            "AUSTRALIAN LOAN EXPOSURE" means, with respect to any Lender as of
any date of determination (i) prior to the termination of the Revolving Loan
Commitments, that Lender's Australian Loan Commitment, and (ii) after the
termination of the Revolving Loan Commitments, the sum of (a) the aggregate
outstanding principal amount of the Australian Loans of that Lender PLUS (b) in
the event that Lender is an Issuing Lender in respect of a Letter of Credit
issued for the account of an Australian Offshore Borrower, the aggregate Letter
of Credit Usage in respect of all Letters of Credit issued by that Lender for
the account of an Australian Offshore Borrower (in each case net of any
participation purchased by other Lenders in such Letters of Credit or any
unreimbursed drawings thereunder) PLUS (c) the aggregate amount of all
participations purchased by that Lender in any outstanding Letters of Credit
issued for the account of an Australian Offshore Borrower or any unreimbursed
drawing under any Letters of Credit issued for the account of any Australian
Offshore Borrower PLUS (d) in the case of Australian Overdraft Account Provider,
the Dollar Equivalent of the Australian Overdraft Amount (net of any
participations therein purchased by other Lenders) PLUS (e) the aggregate amount
of all participations purchased by that Lender in the Australian Overdraft
Amount.

            "AUSTRALIAN LOAN NOTE" means any promissory note of an Australian
Offshore Borrower, substantially in the form of EXHIBIT VI annexed hereto,
issued in favor of a Lender pursuant to subsection 2.1G(iv) to evidence the
Australian Loans of such Lender, as such promissory note may be amended,
supplemented or otherwise modified from time to time.

            "AUSTRALIAN LOANS" means the Loans made by Lenders to Australian
Offshore Borrowers pursuant to subsection 2.1C.

            "AUSTRALIAN OFFSHORE BORROWERS" means O-I Australia, ACI Operations
and any Australian Subsidiary that becomes an Additional Offshore Borrower to
which Australian Loans will be made under this Agreement.

            "AUSTRALIAN OVERDRAFT ACCOUNT" means an account established by any
Australian Offshore Borrower with Australian Overdraft Account Provider and
referenced in an Australian Overdraft Agreement.

            "AUSTRALIAN OVERDRAFT ACCOUNT PROVIDER" means such Lender as
Australian Offshore Borrowers may specify in writing to Administrative Agent on
or after the Closing Date



                                       7
<PAGE>


or any successor Australian Overdraft Account Provider pursuant to subsection
10.2E; PROVIDED, HOWEVER, that no such Lender shall be Australian Overdraft
Account Provider until any Australian Offshore Borrower and such Lender have
executed and delivered an Australian Overdraft Agreement to Administrative
Agent.

            "AUSTRALIAN OVERDRAFT AGREEMENT" means any Offshore Overdraft
Agreement executed and delivered by any Australian Offshore Borrower and
Australian Overdraft Account Provider on or after the Closing Date, in
substantially the form of EXHIBIT VIII annexed hereto, with such modifications
thereto as may be approved by Administrative Agent, and any successor Offshore
Overdraft Agreement executed and delivered by such Australian Offshore Borrower
and any successor Australian Overdraft Account Provider pursuant to subsection
10.2E, as any such Offshore Overdraft Agreement may hereafter be amended,
amended and restated, supplemented or otherwise modified from time to time.

            "AUSTRALIAN OVERDRAFT AMOUNT" means, as at any date of
determination, the aggregate principal amount of outstanding overdrafts charged
to all Australian Overdraft Accounts.

            "AUSTRALIAN SUBSIDIARY" means any Subsidiary of Company organized
under the laws of the Commonwealth of Australia or any state or territory
thereof.

            "AUSTRALIAN WHOLLY-OWNED SUBSIDIARY" means any Wholly-Owned
Subsidiary of any Australian Offshore Borrower organized under the laws of the
Commonwealth of Australia or any state or territory thereof and "AUSTRALIAN
WHOLLY-OWNED SUBSIDIARIES" means, collectively, all Australian Wholly-Owned
Subsidiaries.

            "AVIR" means Aziende Vetrarie Industriali Ricciardi S.P.A., a
corporation organized under the laws of Italy.

            "BANKERS" has the meaning assigned to that term in the introduction
to this Agreement.

            "BANKRUPTCY CODE" means Title 11 of the United States Code entitled
"Bankruptcy" as now and hereafter in effect, or any successor statute.

            "BASE RATE" means, at any time, the higher of (x) the Prime Rate or
(y) the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate.

            "BASE RATE LOANS" means Loans bearing interest at rates determined
by reference to the Base Rate as provided in subsection 2.2A.

            "BORROWER" means (i) with respect to Term Loans, Revolving Loans,
Letters of Credit issued for the account of a Domestic Borrower and the Domestic
Overdraft Account, any of the Domestic Borrowers, (ii) with respect to UK Loans,
Letters of Credit issued for the account of either UK Offshore Borrower and the
UK Overdraft Account, either of the UK Offshore Borrowers, as applicable, (iii)
with respect to Australian Loans, Letters of Credit issued for the account of an
Australian Borrower and the Australian Overdraft Account, any of the Australian
Offshore Borrowers, as applicable, and (iv) with respect to Italian Loans and
the



                                       8
<PAGE>

Italian Overdraft Account, either of the Italian Offshore Borrowers, as
applicable, and "BORROWERS" means any combination thereof, collectively.

            "BORROWERS' AGENT" means Owens-Illinois General, Inc. pursuant to
the appointment made by Borrowers in subsection 2.9E.

            "BORROWING SUBSIDIARY AGREEMENT" means a Borrowing Subsidiary
Agreement, in substantially the form of EXHIBIT XIX annexed hereto.

            "BUSINESS DAY" means (i) for all purposes other than as covered by
clause (ii) or (iii) below, any day excluding Saturday, Sunday and any day which
is a legal holiday under the laws of the States of New York or Ohio or is a day
on which banking institutions located in such states are authorized or required
by law or other governmental action to close, (ii) with respect to all notices,
determinations, fundings and payments in connection with the Adjusted Eurodollar
Rate, any day which is a Business Day described in clause (i) and which is also
a day for trading by and between banks in Dollar deposits in the applicable
interbank Eurodollar market, and (iii) with respect to all notices,
determinations, fundings and payments in connection with any Offshore Loans, any
Offshore Overdraft Account, or any Letter of Credit issued for the account of an
Offshore Borrower, any day which is a Business Day described in clause (i) and
(ii) above and which is also an Offshore Banking Day.

            "CALCULATION DATE" means (i) the last day of each calendar month
(or, if such day is not a Business Day, the next preceding Business Day), (ii)
at any time after and so long as (a) the Total Utilization of UK Loan
Commitments or of the Total Utilization of Australian Loan Commitments or of the
Total Utilization of Italian Loan Commitments exceeds 90% of the Offshore
Sublimit for the applicable Offshore Borrower or (b) the sum of such amounts
exceeds 90% of the Aggregate Offshore Sublimit, the fifteenth and last day of
each calendar month (or, if such day is not a Business Day, the next preceding
Business Day), and (iii) such other dates as Administrative Agent or any
Borrower may reasonably require from time to time.

            "CAPITAL LEASE", as applied to any Person, means any lease of any
property (whether real, personal or mixed) by that Person as lessee which, in
conformity with GAAP (subject to subsection 1.2 hereof), is accounted for as a
capital lease on the balance sheet of that Person.

            "CAPITAL STOCK" means the capital stock or other equity interests of
a Person.

            "CASH" means money, currency or a credit balance in a Deposit
Account.

            "CASH EQUIVALENTS" means (i) marketable direct obligations issued or
unconditionally guarantied by the United States Government or issued by any
agency 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 within one year from the date of acquisition thereof; (ii)
marketable direct obligations 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 from the date of acquisition
thereof and, at the time of acquisition,



                                       9
<PAGE>

having the highest rating obtainable from either S&P or Moody's; (iii)
commercial paper maturing no more than one year from the date of creation
thereof and, at the time of acquisition, having a rating of at least A-1 from
S&P or at least P-1 from Moody's; (iv) certificates of deposit or bankers'
acceptances maturing within one year from the date of acquisition thereof issued
by any Lender or any commercial bank organized under the laws of the United
States of America or any state thereof or the District of Columbia having
combined capital and surplus of not less than $250,000,000; (v) Eurodollar time
deposits having a maturity of less than one year purchased directly from any
Lender or any Affiliate of any Lender (whether such deposit is with such Lender
or Affiliate or any other Lender); (vi) repurchase agreements and reverse
repurchase agreements with any Lender or any Affiliate of any Lender relating to
marketable direct obligations issued or unconditionally guarantied by the United
States Government or issued by any agency thereof and backed by the full faith
and credit of the United States, in each case maturing within one year from the
date of acquisition thereof; and (vii) shares of any money market mutual fund
that has a rating of at least AAAm from S&P or at least Aaa from Moody's.

            "CHANGE OF CONTROL" means such time as a "person" or "group" (within
the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than KKR
and its Affiliates, becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act) of more than 35% of the total voting power of the then
outstanding Voting Stock. For purposes of this definition of "Change of
Control", the term "VOTING STOCK" means Capital Stock of any class or kind
ordinarily (without regard to the occurrence of any contingency) having the
power to vote for the election of directors of Holdings or Company.

            "CLOSING DATE" means the date on or before May 4, 2001 on which all
of the conditions set forth in subsection 3.1 are satisfied and the initial
Loans are made.

            "COLLATERAL" means, collectively, all of the real, personal and
mixed property (including Capital Stock) in which Liens are purported to be
granted pursuant to the Collateral Documents.

            "COLLATERAL AGENT" means Bankers acting in the capacity of
collateral agent on behalf of the Lenders, the holders from time to time of any
outstanding Existing Senior Notes and the holders of Other Permitted Credit
Exposure and the other persons (other than Company or its Subsidiaries) who in
each case have executed counterparts to the Intercreditor Agreement acknowledged
to the extent necessary by Borrowers' Agent or are otherwise entitled to the
benefit thereof, including Lenders and their Affiliates party to Interest Rate
Agreements and Currency Agreements, in each case under the Collateral Documents.
The Collateral Agent has designated Deutsche Bank AG, Sydney Branch, as a
sub-agent to act on its behalf in Australia and Deutsche Bank AG, London Branch
as a sub-agent to act on its behalf in UK and Scotland and may from time to time
designate other sub-agents to act on behalf of Collateral Agent with respect to
the Offshore Collateral. The term "Collateral Agent" shall be deemed to include
such sub-agents where appropriate.

            "COLLATERAL DOCUMENTS" means the Domestic Collateral Documents and
the Offshore Collateral Documents, collectively.

            "COMMERCIAL LETTER OF CREDIT" means any letter of credit or similar
instrument issued for the purpose of providing the primary payment mechanism in
connection with the



                                       10
<PAGE>

purchase of any materials, goods or services by Company or any of its
Subsidiaries in the ordinary course of business of Company or such Subsidiary.

            "COMMITMENTS" means the Term Loan Commitments, the Revolving Loan
Commitments, the UK Loan Commitments, the Australian Loan Commitments, the
Italian Loan Commitments or any combination thereof.

            "COMMODITIES AGREEMENT" means any forward commodities contract,
commodities option contract, commodities futures contract, commodities futures
option, or similar agreement or arrangement.

            "COMMON STOCK" means the common stock of a Person.

            "COMPANY" has the meaning assigned to that term in the introduction
to this Agreement.

            "COMPANY GUARANTY" means the guaranty by Company contained in
Section 9 hereof.

            "COMPLIANCE CERTIFICATE" means a certificate substantially in the
form annexed hereto as EXHIBIT IX delivered to Lenders by Company pursuant to
subsection 5.1(iii).

            "CONSOLIDATED ADJUSTED EBITDA" means, for any period, Consolidated
Net Income adjusted to exclude (without duplication) the effects of (i)
Consolidated Interest Expense, (ii) provisions for taxes based on income, (iii)
depreciation expense, (iv) amortization expense, (v) extraordinary items, and
(vi) material non-recurring gains and non-cash losses, all of the foregoing as
determined on a consolidated basis for Holdings and its Subsidiaries in
conformity with GAAP.

            "CONSOLIDATED ADJUSTED NET INCOME" means, for any period,
Consolidated Net Income adjusted to exclude the effects of after-tax gains or
losses attributable to Asset Sales for such period.

            "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the sum
of the aggregate of all expenditures (whether paid in cash or other
consideration or accrued as a liability and including that portion of Capital
Leases which is capitalized on the consolidated balance sheet of Holdings and
its Subsidiaries) by Holdings and its Subsidiaries during that period that, in
conformity with GAAP, are included in "additions to property, plant or
equipment" or comparable items reflected in the consolidated statement of cash
flows of Holdings and its Subsidiaries. For purposes of this definition, the
purchase price of equipment that is purchased simultaneously with the trade-in
of existing equipment or with insurance proceeds shall be included in
Consolidated Capital Expenditures only to the extent of the gross amount of such
purchase price less the credit granted by the seller of such equipment for the
equipment being traded in at such time or the amount of such proceeds, as the
case may be.

            "CONSOLIDATED CASH FLOW AVAILABLE FOR FIXED CHARGES" means, for any
period, the result for such period of (i) Consolidated Adjusted EBITDA LESS (ii)
Consolidated Capital Expenditures AND LESS (iii) cash taxes paid based on income
(including Restricted Junior



                                       11
<PAGE>

Payments permitted by subsection 6.5 and described in clause (y) of the
definition of Holdings Ordinary Course Payments).

            "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means, as at any date of
determination, the ratio of (a) Consolidated Cash Flow Available for Fixed
Charges for the four-Fiscal Quarter period ended on such date to (b)
Consolidated Fixed Charges for such four-Fiscal Quarter period.

            "CONSOLIDATED FIXED CHARGES" means, for any period, the sum (without
duplication) of the amounts for such period of (i) Consolidated Interest Expense
and (ii) Restricted Junior Payments permitted by subsection 6.5 and described in
clauses (t) and (x) of the definition of Holdings Ordinary Course Payments, all
of the foregoing as determined on a consolidated basis for Holdings and its
Subsidiaries in conformity with GAAP.

            "CONSOLIDATED INTEREST EXPENSE" means, for any period, interest
expense with respect to all outstanding Indebtedness (including, without
limitation, net costs under Interest Rate Agreements and any such expense
attributable to Capital Leases in accordance with GAAP) of Holdings and its
Subsidiaries for such period determined on a consolidated basis in conformity
with GAAP.

            "CONSOLIDATED LEVERAGE RATIO" means, as at any date of
determination, the ratio of (a) Consolidated Total Debt as of the last day of
the Fiscal Quarter ended on such date to (b) Consolidated Adjusted EBITDA for
the four Fiscal-Quarter period ended on such date.

            "CONSOLIDATED NET INCOME" means, for any period, the net income (or
loss) of Holdings and its Subsidiaries on a consolidated basis for such period
taken as a single accounting period determined in conformity with GAAP.

            "CONSOLIDATED NET WORTH" means, as at any date of determination, the
sum of the capital stock and additional paid-in capital plus retained earnings
(or minus accumulated deficits) of Holdings and its Subsidiaries on a
consolidated basis determined in conformity with GAAP; PROVIDED that no
adjustment shall be made in Consolidated Net Worth for the effects of foreign
currency translations or other comprehensive income (loss) required or permitted
by FASB 52 for periods subsequent to December 31, 2000.

            "CONSOLIDATED TOTAL DEBT" means, as at any date of determination,
the aggregate stated balance sheet amount of all Indebtedness of Holdings and
its Subsidiaries, all as determined on a consolidated basis in conformity with
GAAP and Receivables Sale Indebtedness of Holdings and its Subsidiaries
regardless of whether included on the consolidated balance sheet of Holdings and
its Subsidiaries.

            "CONTINGENT OBLIGATION" means, as applied to any Person, any direct
or indirect liability, contingent or otherwise, of that Person (i) with respect
to any Indebtedness, lease, dividend or other obligation of another if the
primary purpose or intent thereof by the Person incurring the Contingent
Obligation is to provide assurance to the obligee of such obligation of another
that such obligation of another will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such
obligation will be protected (in whole or in part) against loss in respect
thereof, (ii) with respect to any letter of credit issued for the



                                       12
<PAGE>

account of that Person or as to which that Person is otherwise liable for
reimbursement of drawings, or (iii) under Hedge Agreements. Contingent
Obligations shall include (a) the direct or indirect guaranty, endorsement
(otherwise than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of the
obligation of another, (b) the obligation to make take-or-pay or similar
payments if required regardless of non-performance by any other party or parties
to an agreement, and (c) any liability of such Person for the obligation of
another through any agreement (contingent or otherwise) (1) to purchase,
repurchase or otherwise acquire such obligation or any security therefor, or to
provide funds for the payment or discharge of such obligation (whether in the
form of loans, advances, stock purchases, capital contributions or otherwise) or
(2) to maintain the solvency or any balance sheet item, level of income or
financial condition of another if, in the case of any agreement described under
subclauses (1) or (2) of this sentence, the primary purpose or intent thereof is
as described in the preceding sentence. The amount of any Contingent Obligation
shall be equal to the principal amount of the obligation so guaranteed or
otherwise supported or, if less, the amount to which such Contingent Obligation
is specifically limited, or, if not stated, the maximum reasonably anticipated
liability in respect thereof as determined by such Person in good faith.

            "CONTRACTUAL OBLIGATION", as applied to any Person, means any
provision of any Security issued by that Person or of any material indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument to
which that Person is a party or by which it or any of its properties is bound or
to which it or any of its properties is subject.

            "CO-SYNDICATION AGENT" has the meaning assigned to that term in the
introduction to this Agreement.

            "COVERED TAX" means any Tax that is not an Excluded Tax.

            "CURRENCY AGREEMENT" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement.

            "CURRENCY OBLIGATIONS" has the meaning assigned to that term in
subsection 9.1.

            "DEFAULTING PARTICIPATING LENDER" means, (A) with respect to any
Letter of Credit, any Lender which (i) has Revolving Loan Exposure at the time a
notice is given to Lenders to fund the purchase of participations in such Letter
of Credit pursuant to subsection 2.8E, and (ii) fails to fully fund such
purchase pursuant to subsection 2.8E; or (B) with respect to the Domestic
Overdraft Account or any Offshore Overdraft Account, any Lender which (i) has
Revolving Loan Exposure at the time a notice is given to Lenders to fund the
purchase of participations in either the Domestic Overdraft Account pursuant to
subsection 2.1B or an Offshore Overdraft Account pursuant to subsection
2.1D(ii), and (ii) fails to fully fund such purchase pursuant to subsection 2.1B
or 2.1D(ii).

            "DEPOSIT ACCOUNT" means a demand, time, savings, passbook or similar
account maintained with a Person engaged in the business of banking, including a
savings bank, savings and loan association, credit union or trust company.



                                       13
<PAGE>

            "DOLLAR EQUIVALENT" means, at any time as to any amount denominated
in an Offshore Currency, the equivalent amount in Dollars as determined by the
Administrative Agent at such time on the basis of the Spot Rate for the purchase
of Dollars with such Offshore Currency on the most recent Calculation Date with
respect to such Offshore Currency.

            "DOLLARS" or the sign "$" means the lawful currency of the United
States of America.

            "DOMESTIC BORROWERS" means, collectively, Owens Brockway, O-I
General FTS, O-I Plastic and O-I Closure, unless the context clearly indicates
that the term "DOMESTIC BORROWERS" is intended to refer to a combination of
certain Domestic Borrowers but not all Domestic Borrowers. "DOMESTIC BORROWER"
means one of the Domestic Borrowers.

            "DOMESTIC BORROWERS' GUARANTY" means that certain guaranty in the
form attached hereto as Exhibit XIV, pursuant to which (i) each Domestic
Borrower shall guaranty all Revolving Loans made to, and related Obligations of,
the other Domestic Borrowers; (ii) each Domestic Borrower shall guaranty all
Offshore Loans made to, and all other Obligations of, the Offshore Borrowers;
(iii) each Domestic Borrower shall guaranty the Other Lender Guarantied
Obligations, and (iv) OI Plastic and OI Closure shall guaranty the Term Loans
made to, and related Obligations of, Owens Brockway and OI General FTS.

            "DOMESTIC BORROWER'S TOTAL UTILIZATION OF REVOLVING LOAN
COMMITMENTS" means, as at any date of determination, with respect to any
Domestic Borrower, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans to such Domestic Borrower (other than Revolving
Loans made to such Domestic Borrower for the purpose of (a) reimbursing the
applicable Issuing Lender for any drawing honored under any Letter of Credit
issued on behalf of such Domestic Borrower, or (b) repaying such Domestic
Borrower's Proportionate Percentage of the Domestic Overdraft Amount, in each
case to the extent not yet so applied), PLUS (ii) the Letter of Credit Usage by
such Domestic Borrower PLUS (iii) such Domestic Borrower's Proportionate
Percentage of the Domestic Overdraft Amount PLUS (iv) with respect to Owens
Brockway only, the aggregate principal amount of all outstanding Offshore Loans
(other than Offshore Loans made for the purpose of reimbursing the applicable
Issuing Lender for any drawing honored under any Letter of Credit issued for the
account of any Offshore Borrower or repaying any Offshore Overdraft Amount but
in each case to the extent not yet so applied) PLUS (v) with respect to Owens
Brockway only, the Dollar Equivalent of the Offshore Overdraft Amounts and the
Letter of Credit Usage by the Offshore Borrowers.

            "DOMESTIC COLLATERAL DOCUMENTS" means the Pledge Agreement, the
Security Agreement and the Mortgages securing Mortgaged Property located in the
United States of America.

            "DOMESTIC FUNDING AND PAYMENT OFFICE" means the office of
Administrative Agent located at 130 Liberty Street, New York, New York 10006.

            "DOMESTIC FUNDING BORROWER" has the meaning assigned to that term in
subsection 2.9B.



                                       14
<PAGE>

            "DOMESTIC OVERDRAFT ACCOUNT" means the account established by the
Domestic Borrowers with Administrative Agent and referenced in the Domestic
Overdraft Agreement.

            "DOMESTIC OVERDRAFT AGREEMENT" means the Overdraft Agreement
executed and delivered by the Domestic Borrowers and Administrative Agent on the
Closing Date, in substantially the form of EXHIBIT VII annexed hereto, and any
successor Overdraft Agreement executed and delivered by the Domestic Borrowers
and any successor Administrative Agent pursuant to subsection 8.6, as any such
Overdraft Agreement may hereafter be amended, amended and restated, supplemented
or otherwise modified from time to time.

            "DOMESTIC OVERDRAFT AMOUNT" means, as at any date of determination,
the aggregate principal amount of outstanding overdrafts charged to the Domestic
Overdraft Account.

            "DOMESTIC SUBSIDIARIES" means (i) all Subsidiaries of Company other
than (A) the Foreign Subsidiaries and, (B) Subsidiaries organized under the laws
of a state of the United States but owned, directly or indirectly, in whole or
in part as of the date hereof by a Foreign Subsidiary and (ii) Continental PET
Technologies, Inc. and ACI America Holdings Inc.

            "ELIGIBLE ASSIGNEE" means (A)(i) a commercial bank organized under
the laws of the United States or any state thereof; (ii) a savings and loan
association or savings bank organized under the laws of the United States or any
state thereof; (iii) a commercial bank organized under the laws of any other
country or a political subdivision thereof; PROVIDED that (x) such bank is
acting through a branch or agency located in the United States or (y) such bank
is organized under the laws of a country that is a member of the Organization
for Economic Cooperation and Development or a political subdivision of such
country; and (iv) any other entity which is an "accredited investor" (as defined
in Regulation D under the Securities Act) which extends credit as one of its
businesses including, but not limited to, insurance companies, mutual funds and
lease financing companies, in each case (under clauses (i) through (iv) above)
that is reasonably acceptable to Agents; and (B) any Lender, any Affiliate of
any Lender and Related Fund of any Lender; PROVIDED that (1) no Affiliate of
Company shall be an Eligible Assignee and (2) no "associate" (as defined in
Section 128F(9) of the Income Tax Assessment Act 1936 of Australia) of an
Australian Offshore Borrower shall be an Eligible Assignee with respect to an
Australian Loan Commitment; PROVIDED FURTHER that, in order to be an Eligible
Assignee with respect to a Revolving Loan Commitment, Letters of Credit or a
participation therein, a Person must have at the time of determination
unimpaired capital and surplus of not less than $100,000,000.

            "EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" as defined
in Section 3(3) of ERISA which is or was maintained or contributed to by
Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates.

            "ENGLISH WHOLLY-OWNED SUBSIDIARY" means any Wholly-Owned Subsidiary
of a UK Offshore Borrower organized under the laws of the United Kingdom or any
territory thereof, excluding, however, U.G. Leasing Ltd. and "ENGLISH
WHOLLY-OWNED SUBSIDIARIES" means, collectively, all English Wholly-Owned
Subsidiaries.



                                       15
<PAGE>

            "ENVIRONMENTAL CLAIM" means any investigation, notice, notice of
violation, claim, action, suit, proceeding, demand, abatement order or other
order or directive (conditional or otherwise), by any Government Authority or
any other Person, arising (i) pursuant to or in connection with any actual or
alleged violation of any Environmental Law, (ii) in connection with any
Hazardous Materials or any actual or alleged Hazardous Materials Activity, or
(iii) in connection with any actual or alleged damage, injury, threat or harm to
health, safety, natural resources or the environment.

            "ENVIRONMENTAL LAWS" means any and all present and future laws,
statutes, ordinances, rules, regulations, requirements, restrictions, permits,
orders, codes of practice, approvals, controls and determinations of any
governmental authority that have the force and effect of law, and that pertain
to pollution (including hazardous or toxic substances), natural resources or the
environment, whether federal, state, or local, domestic or foreign, including
environmental response laws such as the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986 and as the same may be further amended
(collectively, "CERCLA").

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and any regulations promulgated thereunder.

            "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) under common control with Holdings or any of its Subsidiaries
within the meaning of Section 414(b) or (c) of the Internal Revenue Code or (for
purposes of Section 412 of the Internal Revenue Code and provisions of the
Internal Revenue Code relating to said Section 412) Section 414(m) or (o) of the
Internal Revenue Code.

            "ERISA EVENT" means any of the following events or occurrences if
such event or occurrence would, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect: (i) the failure by Holdings, any of
its Subsidiaries or any ERISA Affiliate to make a required contribution to a
Pension Plan; (ii) a withdrawal by Holdings, any of its Subsidiaries or any
ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a
plan year in which it was a substantial employer (as defined in Section
4001(a)(2) of ERISA), or a cessation of operation which is treated as such a
withdrawal under Section 4062(e) of ERISA; (iii) a complete or partial
withdrawal by Holdings, any of its Subsidiaries or any ERISA Affiliate from a
Multiemployer Plan or the receipt by Holdings, any of its Subsidiaries or any
ERISA Affiliate of notification that a Multiemployer Plan is in reorganization
or is insolvent pursuant to Section 4241 or 4245 of ERISA; (iv) the filing of a
notice of intent to terminate, the treatment of a Plan amendment as a
termination under Section 4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate, in each case with respect to a Pension
Plan or receipt by the Holdings, any of its Subsidiaries or any ERISA Affiliate
of notice of any such event with respect to a Multiemployer Plan; (v) an event
or condition which might reasonably be expected to constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or, to the knowledge of Holdings, any Multiemployer
Plan; (vi) the imposition of any liability upon Company, any of its Subsidiaries
or any ERISA Affiliate under Title IV of ERISA (other than with respect to PBGC
premiums due but not delinquent under Section 4007 of ERISA) upon Company, any
of its



                                       16
<PAGE>

Subsidiaries or any ERISA Affiliate; (vii) the imposition of a Lien pursuant to
Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA
with respect to any Pension Plan; (viii) receipt from the Internal Revenue
Service of notice of the failure of any Plan intended to qualify under Section
401(a) of the Internal Revenue Code to qualify under Section 401(a) of the
Internal Revenue Code, or the failure of any trust forming part of any such Plan
to qualify for exemption from taxation under Section 501(a) of the Internal
Revenue Code; or (ix) the violation of any applicable foreign law, or an event
or occurrence that is comparable to any of the foregoing events or occurrences,
in either case with respect to a Plan that is not subject to regulation under
ERISA by reason of Section 4(b)(4) of ERISA.

            "EURO" and the sign "EURO" mean the single currency of
participating member states of the European Monetary Union.

            "EURODOLLAR RATE LOANS" means Loans bearing interest at rates
determined by reference to the Adjusted Eurodollar Rate as provided in
subsection 2.2A.

            "EUROPEAN MONETARY UNION" means the European Economic and Monetary
Union as contemplated in the Treaty of Rome of March 25, 1957, as amended by the
Single European Act 1986 and the Maastricht Treaty (which was signed at
Maastricht on February 7, 1992 and became effective on November 1, 1993), as
amended from time to time.

            "EVENT OF DEFAULT" means each of the events set forth in Section 7.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor statute.

            "EXCHANGE RATE" means, on any date when an amount expressed in a
currency other than Dollars is to be determined with respect to any Letter of
Credit, the spot rate of exchange (as provided by the foreign exchange trader of
the Administrative Agent) in the New York foreign exchange market for the
purchase of such currency in exchange for Dollars on such date, expressed as a
number of units of such currency per one Dollar.

            "EXCLUDED TAX" means any of the following Taxes and all liabilities
(including without limitation all penalties, interest and other additions to
tax) with respect thereto: (i) Taxes imposed on the net income of a Lender,
Arranger, Agent or Tax Transferee and franchise taxes imposed in lieu thereof
(including without limitation branch profits taxes, minimum taxes and taxes
computed under alternative methods, at least one of which is based on net income
(collectively referred to as "net income taxes")) by (A) the jurisdiction under
the laws of which such Lender, Arranger, Agent or Tax Transferee is organized or
resident for tax purposes or any political subdivision thereof or (B) the
jurisdiction of such Lender's, Tax Transferee's, Arranger's or Agent's
applicable lending office or any political subdivision thereof or (C) any
jurisdiction with which the Lender, Arranger, Agent or Tax Transferee has any
present or former connection (other than solely by virtue of being a Lender
under this Agreement), (ii) any Taxes (other than Taxes imposed, levied,
collected, withheld or assessed by or within the United Kingdom, Australia,
Italy or any political subdivision thereof) to the extent that they are in
effect and would apply to a payment to such Lender, Arranger or Agent, as
applicable, as of the Closing Date, or as of the date such Person becomes a
Lender, in the case of any assignee



                                       17
<PAGE>

pursuant to subsection 10.2 or as of the date of a change in the jurisdiction of
the Lender's applicable lending office, (iii) any Taxes (other than taxes
imposed, levied, collected, withheld or assessed by or within the United
Kingdom, Australia, Italy or any political subdivision thereof) that are in
effect and would apply to a payment to a Tax Transferee as of the date of
acquisition of any Loans by such Tax Transferee or the date of the change of
lending office of such Tax Transferee, as the case may be (PROVIDED, HOWEVER,
that a Person shall not be considered a Tax Transferee for purposes of this
clause (iii) as a result of a change of its lending office or the taking of any
other steps pursuant to subsection 2.6J), (iv) with respect to any Taxes for
which any credit or other Tax benefit, in the reasonable good faith judgment of
such Lender, Tax Transferee, Arranger or Agent, as the case may be, is available
to such Lender, Tax Transferee, Arranger or Agent, as applicable, as a result
thereof and is allocable to the transactions contemplated by this Agreement, the
amount of such credit or other Tax benefit or (v) any Taxes that would not have
been imposed but for (A) the failure or unreasonable delay by such Agent,
Arranger, Lender or Tax Transferee, as applicable, to complete, provide, or file
and, at the request of a Borrower or Borrower's Agent (in the reasonable
exercise of its discretion), update or renew, in each such case at such
Borrower's expense, any application forms, certificates, documents or other
evidence required from time to time, properly completed and duly executed, to
qualify for any applicable exemption from or reduction of Taxes, including,
without limitation, the certificates, documents or other evidence required under
subsection 2.7C(iv) (unless such failure or delay does not occur on or prior to
the Closing Date or the date of the applicable Assignment and Acceptance, as the
case may be, and results from a change in applicable law after the Closing Date
or the date of the applicable Assignment and Acceptance, as the case may be,
which precludes such Agent, Arranger, Lender or Tax Transferee, as applicable,
from qualifying for such exemption or reduction), (B) the gross negligence or
willful misconduct of such Agent, Arranger, Lender or Tax Transferee, or (C)
such Agent, Arranger, Lender or Tax Transferee being treated as a "conduit
entity" within the meaning of Treasury Regulation Section 1.881-3 or any
successor provision thereto.

             "EXISTING CREDIT AGREEMENT" means that certain Second Amended and
Restated Credit Agreement dated as of April 30, 1998 by and among Holdings,
certain of the Offshore Borrowers, the financial institutions party thereto as
lenders, the lead managers and co-agents listed therein, ScotiaBank and BofA
(then known as NationsBank, N.A.), as co-documentation agents, BofA, as
syndication agent, the offshore administrative agents listed therein and
Bankers, as administrative agent, as such Second Amended and Restated Credit
Agreement may be amended, supplemented or otherwise modified from time to time
prior to the Closing Date.

            "EXISTING IRBS" means the Holmes County Ohio 5.85% Industrial
Development Revenue Bonds with final maturity in 2007 and an outstanding
principal amount of approximately $1,000,000, the Kansas City, Missouri
Industrial Development Revenue Bonds with final maturity in 2008 and an
outstanding principal amount of approximately $9,000,000 and the City of Mentor,
Ohio Industrial Development Bonds with final maturity in 2004 and an outstanding
principal amount of approximately $1,100,000, 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 LENDERS" means the "Lenders" (as defined in the Existing
Credit Agreement).



                                       18
<PAGE>

            "EXISTING LETTERS OF CREDIT" has the meaning assigned to that term
in subsection 2.8A.

            "EXISTING REVOLVING LOANS" means any "Revolving Loans" (as defined
in the Existing Credit Agreement) of Existing Lenders outstanding on the Closing
Date.

            "EXISTING SENIOR NOTE COLLATERAL" means the pledges of the shares of
Capital Stock and intercompany notes of Domestic Borrowers and the other direct
subsidiaries of Company pursuant to the Pledge Agreement.

            "EXISTING SENIOR NOTE INDENTURES" means the Indenture dated as of
May 15, 1997, between Holdings, as issuer, and The Bank of New York, as trustee,
and the Indenture dated as of May 20, 1998, between Holdings, as issuer, and The
Bank of New York, as trustee, in each case as such Indenture may have been and
may hereafter be amended, supplemented or otherwise modified from time to time.

            "EXISTING SENIOR NOTE OBLIGORS" means Holdings, and, on a
subordinated basis, Company and Packaging.

            "EXISTING SENIOR NOTES" means the following issues of Holdings
public Indebtedness: 7.85% Senior Notes Due 2004; 7.15% Senior Notes Due 2005;
8.10% Senior Notes Due 2007; 7.35% Senior Notes Due 2008; 7.50% Senior
Debentures Due 2010; and 7.80% Senior Debentures Due 2018.

            "EXISTING SENIOR NOTES REDEMPTION SUBLIMIT" has the meaning assigned
to that term in subsection 2.4A(ii)(e).

            "FACILITIES" means any and all real property (including all
buildings, fixtures or other improvements located thereon) now, hereafter or
heretofore owned, leased, operated or used by Company or any of its Subsidiaries
or any of their respective predecessors or Affiliates (other than Holdings).

            "FEDERAL FUNDS EFFECTIVE RATE" means, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by Administrative Agent from three Federal funds brokers
of recognized standing selected by Administrative Agent.

            "FEE PAYMENT DATE" means each March 15, June 15, September 15 and
December 15 of each year.

            "FIRST PRIORITY" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that (i) such
Lien is perfected and has priority over any other Lien on such Collateral (other
than Liens permitted pursuant to subsection 6.2A) and (ii) such Lien is the only
Lien (other than floating charges with respect to certain Collateral



                                       19
<PAGE>

in the UK (the use of which with respect to such Collateral has been approved by
Administrative Agent), which for UK priority purposes ranks behind statutorily
preferred creditors, and other than Liens permitted pursuant to subsection 6.2A)
to which such Collateral is subject.

            "FISCAL QUARTER" means a fiscal quarter of any Fiscal Year.

            "FISCAL YEAR" means the fiscal year of Company and its Domestic
Subsidiaries ending on December 31 of each calendar year.

            "FLOOD HAZARD PROPERTY" means an Initial Mortgaged Property or an
Additional Mortgaged Property located in an area designated by the Federal
Emergency Management Agency as having special flood or mud slide hazards.

            "FOREIGN ENTITY" means any Subsidiary or Joint Venture of Company
more than 80% of the sales, earnings or assets (determined on a consolidated
basis) of which are located or derived from operations outside of the United
States of America.

            "FOREIGN SUBSIDIARY" means (i) any Subsidiary of Company identified
as such on SCHEDULE G annexed hereto, (ii) any Subsidiary of any Subsidiary
described in clause (i), except for Continental PET Technologies, Inc. and ACI
America Holdings Inc., and (iii) in addition, any Subsidiary acquired,
incorporated or otherwise established by Company on or after the Closing Date
which is organized under the laws of a jurisdiction other than the United States
of America or any State thereof and more than 80% of the sales, earnings or
assets (determined on a consolidated basis) of which are located or derived from
operations in territories of the United States of America and jurisdictions
outside the United States of America.

            "FUND" means any Person (other than a natural Person) that is (or
will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business.

            "FUNDING DATE" means the date of the funding of a Loan.

            "FX TRADING OFFICE" means such office of Administrative Agent as it
may designate as such from time to time in a written notice delivered to
Borrowers' Agent.

            "GAAP" means, subject to the provisions of subsection 1.2, 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 may be
approved by a significant segment of the accounting profession, which are
applicable to the circumstances as of the date of determination.

            "GENERAL COLLATERAL ACCOUNT" is defined in the Security Agreement.

            "GOVERNING BODY" means the board of directors or other body having
the power to direct or cause the direction of the management and policies of a
Person that is a corporation, partnership, trust or limited liability company.



                                       20
<PAGE>

            "GOVERNMENT AUTHORITY" means any political subdivision or department
thereof, any other governmental or regulatory body, commission, central bank,
board, bureau, organ or instrumentality or any court, in each case whether
federal, state, local or foreign.

            "GOVERNMENTAL AUTHORIZATION" means any permit, license,
authorization, plan, directive, consent order or consent decree of or from any
foreign, federal, state or local governmental authority, agency or court.

            "GROUND LEASEHOLD INTEREST" as applied to any Person, means any
lease by which such Person leases the fee interest in real property and owns the
improvements thereon (until the termination of the lease).

            "GUARANTIED OBLIGATIONS" has the meaning assigned to that term in
subsection 9.1.

            "GUARANTIES" means, collectively, the Company Guaranty, the Domestic
Borrowers' Guaranty, the Subsidiary Guaranty, the Offshore Guaranties and the UK
Borrower Cross Guaranty.

            "HARBOR CAPITAL ASSET SALE" means the sale of all or substantially
all the assets of the Harbor Capital Subsidiaries pursuant to the Harbor Capital
Asset Sale Agreement.

            "HARBOR CAPITAL ASSET SALE AGREEMENT" means the Asset Purchase
Agreement dated as of March 20, 2001 by and among Owens-Illinois, Inc.,
Harbor Capital Advisors, Inc., HCA Securities, Inc., Harbor Transfer, Inc.,
Blade Capital Advisors, Inc., Blade Securities, Inc., Blade Transfer Inc.,
and Robeco Groep N.V., and related documents, each as amended from time to
time.

            "HARBOR CAPITAL POST-CLOSING OBLIGATIONS" means the post-closing
obligations of Holdings and the Harbor Capital Subsidiaries under the Harbor
Capital Asset Sale Agreement (i) to indemnify the buyers and the buyers' parent
under the Harbor Capital Asset Sale Agreement in respect of the Harbor Capital
Asset Sale, including obligations under the related escrow agreement, and (ii)
to provide the buyers the benefit of certain assets of the Harbor Capital
Subsidiaries.

            "HARBOR CAPITAL SUBSIDIARIES" means, collectively, Harbor Capital
Advisors, Inc., HCA Securities, Inc. and Harbor Transfer, Inc.

            "HAZARDOUS MATERIALS" means any substance that is defined or listed
as a hazardous or toxic substance under any present or future Environmental Law
or that is otherwise regulated or prohibited or subject to investigation or
remediation under any present or future Environmental Law because of its
hazardous or toxic properties, including (i) any substance that is a "hazardous
substance" under CERCLA (as defined in the definition of "Environmental Laws")
and (ii) petroleum wastes or products.

            "HAZARDOUS MATERIALS ACTIVITY" means any past, current, proposed or
threatened activity, event or occurrence involving any Hazardous Materials,
including the use, manufacture, possession, storage, holding, presence,
existence, location, Release, threatened



                                       21
<PAGE>

Release, placement, generation, transportation, processing, construction,
treatment, abatement, removal, remediation, disposition or handling of any
Hazardous Materials, and any corrective action or response action with respect
to any of the foregoing.

            "HEDGE AGREEMENT" means an Interest Rate Agreement or a Currency
Agreement designed to hedge against fluctuations in interest rates or currency
values, respectively.

            "HOLDINGS" means Owens Illinois, Inc., a Delaware corporation.

            "HOLDINGS ORDINARY COURSE PAYMENTS" means dividends or other
distributions by, or payments of intercompany indebtedness from, Company to
Holdings necessary to permit Holdings to pay any of the following items which
are then due and payable: (t) cash interest on Permitted Holdings Debt
Obligations, (u) principal of Existing IRBs and new IRBs issued by Holdings
after the Closing Date provided that such new IRB's shall not exceed $50,000,000
in the aggregate, (v) to make redemptions of the Existing Senior Notes to the
extent permitted by subsection 6.12B, (w) claims of persons for exposure to
asbestos-containing products and expenses related thereto, (x) so long as no
Potential Event of Default arising under subsections 7.1, 7.6, 7.9 and 7.12 or
Event of Default shall exist (or shall be caused by such payment), (i) cash
dividends on Holdings' Preferred Stock and (ii) share repurchases of Holdings'
Capital Stock in an aggregate amount equal to the lesser of 2,000,000 shares or
$25,000,000, (y) consolidated tax liabilities of Holdings and its Subsidiaries
and (z) general administrative costs and other on-going expenses of Holdings in
the ordinary course of business consistent with past practices.

            "INDEBTEDNESS", as applied to any Person, means (i) all indebtedness
for borrowed money, (ii) that portion of obligations with respect to Capital
Leases which is properly classified as a liability on a balance sheet in
conformity with GAAP (subject to subsection 1.2 hereof), (iii) notes payable and
drafts accepted representing extensions of credit whether or not representing
obligations for borrowed money, (iv) the amount of all honored but unreimbursed
drawings under letters of credit, (v) any obligation owed for all or any part of
the deferred purchase price of property or services, which purchase price is (a)
due more than six months from the date of incurrence of the obligation in
respect thereof or (b) evidenced by a note or similar written instrument, (vi)
all indebtedness secured by any Lien on any property or asset owned or held by
that Person regardless of whether the indebtedness secured thereby shall have
been assumed by that Person or is nonrecourse to the credit of that Person, and
(vii) every obligation of such Person under any Synthetic Lease treated as an
operating lease under generally accepted accounting principles and as a loan or
financing for U.S. income tax purposes; PROVIDED, HOWEVER, that with respect to
any indebtedness of the type described in the foregoing clause (vi) which has
not been assumed by that Person or is otherwise nonrecourse to the credit of
that Person, the amount of such indebtedness shall be deemed to be the lesser of
the outstanding principal amount of such indebtedness and the fair market value
of the property or assets of such Person securing such indebtedness.

            "INITIAL MORTGAGE" has the meaning set forth in subsection 5.10A(i).

            "INITIAL MORTGAGED PROPERTY" has the meaning set forth in subsection
5.10A.



                                       22
<PAGE>

            "INTELLECTUAL PROPERTY" means all patents, trademarks, tradenames,
copyrights, technology and software, used in or necessary for the conduct of the
business of Company and its Subsidiaries as currently conducted that are
material to the condition (financial or otherwise), business or operations of
Company and its Subsidiaries, taken as a whole.

            "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement to be
executed and delivered on the Closing Date among Collateral Agent, Bankers, as
Administrative Agent hereunder, and, upon execution of counterparts to the
Intercreditor Agreement by any Lenders or Affiliates of Lenders which are
holders of Other Permitted Credit Exposure or party to Interest Rate Agreements
or Currency Agreements, such Lenders and such Affiliates, and, upon execution of
counterparts to the Intercreditor Agreement by any other Persons who may become
parties to the Intercreditor Agreement in accordance with the terms thereof,
such other Persons, in substantially the form of EXHIBIT XVIII annexed hereto,
as such Intercreditor Agreement may thereafter be amended, supplemented or
modified from time to time.

            "INTEREST PAYMENT DATE" means, with respect to any Eurodollar Rate
Loan, the last day of each Interest Period applicable to such Loan; PROVIDED
that in the case of each Interest Period of six months or longer, "Interest
Payment Date" shall also include each three-month anniversary of the
commencement of that Interest Period.

            "INTEREST PERIOD" means any interest period applicable to a
Eurodollar Rate Loan as determined pursuant to subsection 2.2B.

            "INTEREST RATE AGREEMENT" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement.

            "INTEREST RATE DETERMINATION DATE" means with respect to Eurodollar
Rate Loans, the Interest Rate Determination Date shall be the second Business
Day prior to the first day of the related Interest Period.

            "INTEREST RATE OBLIGATIONS" has the meaning assigned to the term in
subsection 9.1.

            "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter.

            "INVESTMENT", as applied to any Person, means any direct or indirect
purchase or other acquisition by that Person of, or of a beneficial interest in,
stock or other Securities of any other Person, or any direct or indirect loan,
advance (other than advances to employees for moving and travel expenses,
drawing accounts and similar expenditures in the ordinary course of business) or
capital contribution by that Person to any other Person, including all
indebtedness and accounts receivable from that other Person which are not
current assets or did not arise from sales to that other Person in the ordinary
course of business. The amount of any Investment shall be the original cost
(which shall not include (i) the amount of any Indebtedness of the Person that
is the subject of such Investment that is assumed by the Person making such
Investment or (ii) the value of any Common Stock issued as all or a portion of
the consideration payable in connection with such Investment) or, in the case of
an Investment consisting of non-cash consideration received in connection with
an Asset Sale or other sale of assets, the original value



                                       23
<PAGE>

of such Investment plus the cost of all additions thereto and less returns of
capital to the Person making the Investment, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment.

            "IP COLLATERAL" means, collectively, the Intellectual Property that
constitutes Collateral under the Collateral Documents.

            "IRBS" means industrial revenue bonds.

            "ISSUING LENDER" means, with respect to any Letter of Credit, the
Lender which agrees or is otherwise obligated to issue such Letter of Credit,
determined as provided in subsection 2.8C; PROVIDED that, in the event Bankers
is to be an Issuing Lender, Bankers may delegate the issuance of the applicable
Letter of Credit to an Affiliate, PROVIDED, FURTHER, THAT in the event of any
such delegation by Bankers, Bankers shall be deemed to be the Issuing Lender for
purposes relating to the utilization of the Revolving Loan Commitments under
this Agreement, although such Affiliate shall be entitled to all rights of
reimbursement relating to such Letter of Credit or Bankers and such Affiliate
may apportion all rights and obligations relating to such Letter of Credit as
they may agree and such apportionment shall be binding for all purposes
hereunder.

            "ITALIAN LOAN COMMITMENT" means the commitment of a Lender to make
Italian Loans to the Italian Offshore Borrowers pursuant to subsection 2.1C, and
"ITALIAN LOAN COMMITMENTS" means such commitments of all Lenders in the
aggregate.

            "ITALIAN LOAN EXPOSURE" means, with respect to any Lender as of any
date of determination (i) prior to the termination of the Revolving Loan
Commitments, that Lender's Italian Loan Commitment, and (ii) after the
termination of the Revolving Loan Commitments, the sum of (a) the aggregate
outstanding principal amount of the Italian Loans of that Lender PLUS (b) in the
case of Italian Overdraft Account Provider, the Dollar Equivalent of the Italian
Overdraft Amount (net of any participations therein purchased by other Lenders)
PLUS (c) the aggregate amount of all participations purchased by that Lender in
the Italian Overdraft Amount.

            "ITALIAN LOAN NOTE" means any promissory note of O-I Italy or Avir,
substantially in the form of EXHIBIT VI annexed hereto, issued in favor of a
Lender pursuant to subsection 2.1G(iv) to evidence the Italian Loans of such
Lender, as such promissory note may be amended, supplemented or otherwise
modified from time to time.

            "ITALIAN LOANS" means the Loans made by Lenders to the Italian
Offshore Borrowers pursuant to subsection 2.1C.

            "ITALIAN OFFSHORE BORROWER" shall mean either O-I Italy or Avir and
"ITALIAN OFFSHORE BORROWERS" shall mean such entities collectively.

            "ITALIAN OVERDRAFT ACCOUNT" means the account established by the
Italian Offshore Borrowers with Italian Overdraft Account Provider and
referenced in the Italian Overdraft Agreement.



                                       24
<PAGE>

            "ITALIAN OVERDRAFT ACCOUNT PROVIDER" means such Lender as the
Italian Offshore Borrowers may specify in writing to Administrative Agent on or
after the Closing Date or any successor Italian Overdraft Account Provider
pursuant to subsection 10.2E; PROVIDED, HOWEVER, that no such Lender shall be an
Italian Overdraft Account Provider until the Italian Offshore Borrowers and such
Lender have executed and delivered an Italian Overdraft Agreement to
Administrative Agent.

            "ITALIAN OVERDRAFT AGREEMENT" means the Offshore Overdraft Agreement
executed and delivered by the Italian Offshore Borrowers and Italian Overdraft
Account Provider on or after the Closing Date, in substantially the form of
EXHIBIT VIII annexed hereto, with such modifications thereto as may be approved
by Administrative Agent, and any successor Offshore Overdraft Agreement executed
and delivered by the Italian Offshore Borrowers and any successor Italian
Overdraft Account Provider pursuant to subsection 10.2E, as any such Offshore
Overdraft Agreement may hereafter be amended, amended and restated, supplemented
or otherwise modified from time to time.

            "ITALIAN OVERDRAFT AMOUNT" means, as at any date of determination,
the aggregate principal amount of outstanding overdrafts charged to the Italian
Overdraft Account.

            "JOINT VENTURE" means a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form; PROVIDED
that, as to any such arrangement in corporate form, such corporation shall not,
as to any Person of which such corporation is a Subsidiary, be considered to be
a Joint Venture to which such Person is a party.

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

            "LANDLORD CONSENT AND ESTOPPEL" means, with respect to any Ground
Leasehold Interest, a letter, certificate or other instrument in writing from
the lessor under the related lease pursuant to which such lessor agrees for the
benefit of Collateral Agent to such matters relating to such leasehold and the
Mortgage to be recorded thereon as Collateral Agent may reasonably request
including the existence or absence of defaults, consent to the recordation and
foreclosure of the Mortgage, the transfer of the Ground Leasehold Interest
following foreclosure, and a notice and cure period for Collateral Agent with
respect to any default under such leasehold.

            "L/C COLLATERAL ACCOUNT" is defined in the Security Agreement.

            "LENDER" and "LENDERS" have the meanings assigned to those terms in
the introduction to this Agreement and shall include each Agent in its
individual capacity as a lender hereunder; PROVIDED that "Lender" and "Lenders"
shall also include the successors and permitted assigns of Lenders pursuant to
subsection 10.2B; and PROVIDED, FURTHER that the term "Lenders", when used in
the context of a particular Commitment, shall mean Lenders having that
Commitment.

            "LETTER OF CREDIT" or "LETTERS OF CREDIT" means Commercial Letters
of Credit and Standby Letters of Credit issued or to be issued by Issuing
Lenders for the account of



                                       25
<PAGE>

Borrowers (other than the Italian Offshore Borrowers except as described in
subsection 2.8A) pursuant to subsection 2.8.

            "LETTER OF CREDIT USAGE" means, as at any date of determination, the
sum of (i) the maximum aggregate amount which is or at any time thereafter may
become available for drawing under all Letters of Credit then outstanding plus
(ii) the aggregate amount of all drawings under Letters of Credit honored by
Issuing Lenders and not theretofore reimbursed by a Borrower. For purposes of
this definition, any amount described in clause (i) or (ii) of the preceding
sentence which is denominated in a currency other than Dollars shall be valued
based on the applicable Exchange Rate for such currency as of the applicable
date of determination.

            "LIEN" means any lien, mortgage, pledge, security interest, charge
or encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof, and any agreement to give
any security interest) and any other agreement intended to create any of the
foregoing.

            "LOAN" or "LOANS" means one or more of the Term Loans, the Revolving
Loans or the Offshore Loans or any combination thereof.

            "LOAN DOCUMENTS" means this Agreement, the Notes, the Domestic
Overdraft Agreement, any Offshore Overdraft Agreements, the Letters of Credit,
any Borrowing Subsidiary Agreements, the Guaranties and the Collateral
Documents.

            "LOAN LIMITATION NOTICE" has the meaning assigned to that term in
subsection 2.1E(v).

            "LOAN PARTY" means each of Borrowers, Company and, upon execution of
a Loan Document thereby, any of Company's Subsidiaries from time to time
executing such Loan Document, and "LOAN PARTIES" means all such Persons,
collectively.

             "MARGIN STOCK" has the meaning assigned to that term in Regulation
U of the Board of Governors of the Federal Reserve System as in effect from time
to time.

            "MATERIAL ADVERSE EFFECT" means (i) a material adverse effect upon
the business, operations, properties, assets or condition (financial or
otherwise) of Company and its Subsidiaries, taken as a whole, or (ii) a material
adverse effect on the ability of Company and its Subsidiaries, taken as a whole,
to perform, or of any Agent, Arranger or Lender to enforce, the Obligations.

            "MATERIAL SUBSIDIARY" means each Subsidiary of Holdings now existing
or hereafter acquired or formed by Holdings which (x) for the most recent Fiscal
Year of Holdings, accounted for more than 5% of the consolidated revenues of
Holdings or (y) as at the end of such Fiscal Year, was the owner of more than 5%
of the consolidated assets of Holdings.

            "MOODY'S" means Moody's Investors Service, Inc.

            "MORTGAGE" means (i) a security instrument (whether designated as a
deed of trust or a mortgage or by any similar title) executed and delivered by
any Loan Party, in a form



                                       26
<PAGE>

approved by Collateral Agent, a form customarily used to create Liens on real
property interests in Australia or the UK, as appropriate, and approved by
Collateral Agent or in such other form as may be approved by Collateral Agent in
its sole discretion, in each case with such changes thereto as may be
recommended by Collateral Agent's local counsel based on local laws or customary
local mortgage or deed of trust practices, or (ii) at Collateral Agent's option,
in the case of an Additional Mortgaged Property, an amendment to an existing
Mortgage, in form satisfactory to Collateral Agent, adding such Additional
Mortgaged Property to the Real Property Assets encumbered by an existing
Mortgage, in either case as such security instrument or amendment may be
amended, supplemented or otherwise modified from time to time. "MORTGAGES" means
all such instruments, including the Initial Mortgages and any Additional
Mortgages, collectively.

            "MORTGAGED PROPERTY" means either an Initial Mortgaged Property or
an Additional Mortgaged Property.

            "MULTIEMPLOYER PLAN" means a "multiemployer plan", within the
meaning of Section 4001(a)(3) of ERISA, with respect to which Company, any of
its Subsidiaries or any ERISA Affiliate may have liability.

            "NET ASSET SALE PROCEEDS", with respect to any Asset Sale, means
Cash payments (including any Cash received by way of deferred payment pursuant
to, or by monetization of, a note receivable or otherwise, but only as and when
so received, including when released from any escrow) received from such Asset
Sale, (A) net of any bona fide direct costs incurred in connection with such
Asset Sale, including (i) taxes reasonably estimated to be payable in connection
with such Asset Sale, (ii) reasonable commissions and other fees and expenses
incurred, and (iii) payment of the outstanding principal amount of, premium or
penalty, if any, and interest on any Indebtedness (other than the Loans) that is
paid (and is not prohibited from being paid under the terms of this Agreement)
with the gross proceeds of such Asset Sale, and (iv) a reasonable reserve for
the after-tax costs of any indemnification payments (fixed and contingent)
attributable to seller's indemnities to the purchaser undertaken by Holdings and
its Subsidiaries in connection with such Asset Sale, and (B) in the case of an
Asset Sale by a Foreign Subsidiary other than an Offshore Borrower or Subsidiary
Guarantor, net of any amount used within one year of the date of such Asset Sale
to make Investments or purchase assets outside the United States.

            "NET DEBT SECURITIES PROCEEDS" means the Cash proceeds (net of
underwriting discounts and commissions, premiums on any Indebtedness (other than
Loans) to be redeemed with such proceeds as permitted under this Agreement and
other reasonable costs and expenses associated therewith, including reasonable
legal fees and expenses) from the incurrence of Indebtedness by Holdings,
Company or any of its Domestic Subsidiaries (other than Indebtedness permitted
by subsection 6.1 (except subsections 6.1(vii), (viii), (ix) and (xv)).

            "NET EQUITY SECURITIES PROCEEDS" means the Cash proceeds (net of
underwriting discounts and commissions and other reasonable costs and expenses
associated therewith, including reasonable legal fees and expenses) from the
issuance of Capital Stock by Holdings, Company or any of its Domestic
Subsidiaries (other than Domestic Borrowers or with respect to



                                       27
<PAGE>

employee and executive compensation plans and issuances to Company or any
Subsidiary) only to the extent such cash proceeds exceed $25,000,000 per
issuance or related series of issuances.

            "NET INSURANCE/CONDEMNATION PROCEEDS" means any Cash payments or
proceeds received by Company or any of its Subsidiaries (i) under any casualty
insurance policy in respect of a covered loss thereunder or (ii) as a result of
the taking of any assets of Company or any of its Subsidiaries by any Person
pursuant to the power of eminent domain, condemnation or otherwise, or pursuant
to a sale of any such assets to a purchaser with such power under threat of such
a taking, in each case net of any actual and reasonable documented costs
incurred by Company or any of its Subsidiaries in connection with the adjustment
or settlement of any claims of Company or such Subsidiary in respect thereof
and, in each case, only to the extent such cash payments or proceeds, net of the
foregoing documented costs, exceed $25,000,000; PROVIDED, that, for the
avoidance of doubt, any insurance proceeds received by Holdings or any
Subsidiary for asbestos claims shall not constitute Net Insurance/Condemnation
Proceeds hereunder.

            "NEW JUNIOR DEBT" means Indebtedness having the following
characteristics: (u) the obligors shall include only the Existing Senior Note
Obligors and no other Persons, (v) such Indebtedness shall be unsecured or
constitute Subordinated Indebtedness or both, (w) such Indebtedness shall not
have any scheduled payment of principal, prepayment, mandatory redemption or
sinking fund payment prior to December 31, 2005, (x) the Net Debt Securities
Proceeds of such Indebtedness shall be applied as required by subsection
2.4A(ii)(e), (y) shall not contain any provision prohibiting the creation or
assumption of any Lien on any of the properties or assets of Company or its
Subsidiaries, whether then owned or thereafter acquired, to secure payment of
the Obligations or any agreement renewing, refinancing or extending the
Obligations or this Agreement, and (z) all other terms and conditions shall be
substantially comparable to those prevailing in the market place for comparable
debt issuances as determined by the Administrative Agent in its reasonable
judgment.

            "NEW SENIOR DEBT" means Indebtedness having the following
characteristics: (u) the obligors (whether borrowers, issuers, guarantors,
pledgors or other credit support parties) shall include one or more of the
obligors of the Obligations (other than Foreign Subsidiaries) and no other
Persons, (v) no collateral (other than all or any portion of the Collateral)
shall secure such Indebtedness and the Liens on the Collateral shall rank
subordinate to or pari passu with the Liens securing the Obligations, (w) such
Indebtedness shall not have any scheduled payment of principal, prepayment,
mandatory redemption or sinking fund payment in excess of 1% of the outstanding
principal amount per year prior to March 31, 2006, (x) the Net Debt Securities
Proceeds of such Indebtedness shall be applied as required by subsection
2.4A(ii)(e), (y) shall not contain any provision prohibiting the creation or
assumption of any Lien on any of the properties or assets of Company or its
Subsidiaries, whether then owned or thereafter acquired, to secure payment of
the Obligations or any agreement renewing, refinancing or extending the
Obligations or this Agreement, and (z) all other terms and conditions shall be
substantially comparable to those prevailing in the market place for comparable
debt issuances as determined by the Administrative Agent in its reasonable
judgment.

            "NOTES" means one or more of the Term Notes or the Revolving Notes
or the Offshore Loan Notes or any combination thereof.



                                       28
<PAGE>

            "NOTICE OF BORROWING" means a notice substantially in the form of
EXHIBIT I annexed hereto with respect to a proposed borrowing.

            "NOTICE OF CONVERSION/CONTINUATION" means a notice substantially in
the form of EXHIBIT III annexed hereto with respect to a proposed conversion or
continuation.

            "NOTICE OF REQUEST FOR ISSUANCE OF LETTER OF CREDIT" means a notice
in the form of EXHIBIT II annexed hereto with respect to the proposed issuance
of a Letter of Credit.

            "O-I AUSTRALIA" means Owens-Illinois (Australia) Pty Limited.

            "O-I GENERAL" means Owens-Illinois General, Inc.

            "O-I GENERAL FTS" means O-I General FTS Inc.

            "O-I ITALY" means OI Italia S.R.L.

            "O-I PLASTIC" means OI Plastic Products FTS Inc.

            "OBLIGATIONS" means all obligations of every nature of any Loan
Party from time to time owed to Agents or Lenders or any of them under or in
respect of this Agreement whether for principal, interest, premium, fees,
indemnification or otherwise, the Notes, the Letters of Credit, the Offshore
Overdraft Agreements, the Domestic Overdraft Agreement or any of the other Loan
Documents (excluding for the avoidance of doubt all obligations under or in
respect of Other Lender Guarantied Obligations and Other Permitted Credit
Exposure).

            "OFFICERS' CERTIFICATE" means, as applied to any corporation,
limited liability company, partnership or trust, a certificate executed on
behalf of such entity by (i) its Chairman of the Board (if an officer) or its
President or one of its Vice Presidents or, if applicable, its managing member,
general partner or trustee or, in the case of any Offshore Borrower, any
director or any attorney appointed by power of attorney, and (ii) by its Chief
Financial Officer, its Treasurer, any of its Assistant Treasurers, its
Controller or any of its Assistant Controllers or, in the case of Offshore
Borrower, any other director or attorney appointed by power of attorney;
PROVIDED, that any Officers' Certificate required to be delivered by Company on
the Closing Date may be executed on behalf of Company by any one of the
foregoing officers; PROVIDED, FURTHER, that every Officers' Certificate with
respect to the compliance with a condition precedent to the making of any Loans
hereunder shall include (a) a statement that the officer or officers making or
giving such Officers' Certificate have read such condition and any definitions
or other provisions contained in this Agreement relating thereto, (b) a
statement that, in the opinion of the signers, they have made or have caused to
be made such examination or investigation as is necessary to enable them to
express an informed opinion as to whether or not such condition has been
complied with, and (c) a statement as to whether, in the opinion of the signers,
such condition has been complied with.

            "OFFSHORE BANKING DAY" means with respect to any borrowings,
disbursements, payments, calculations, interest rates and Interest Periods
pertaining to (A) any Offshore Loan or any Offshore Overdraft Account, any
Business Day which is also a day on which commercial banks are open for business
in, and on which dealings in the Applicable Currency are carried on



                                       29
<PAGE>

in, the location of the Offshore Funding and Payment Office of the Offshore
Overdraft Account Provider, as applicable, with respect to such Offshore
Currency, and (B) any Letter of Credit issued for the account of an Offshore
Borrower, a day on which the Issuing Lender is open for business in the location
in which such Letter of Credit is issued.

            "OFFSHORE BORROWER" means (i) with respect to Australian Loans, the
Australian Overdraft Account and any Letter of Credit issued for the account of
an Australian Offshore Borrower, any of the Australian Offshore Borrowers, as
applicable, (ii) with respect to UK Loans and the UK Overdraft Account and any
Letter of Credit issued for the account of a UK Offshore Borrower, either of the
UK Offshore Borrowers, and (iii) with respect to Italian Loans and the Italian
Overdraft Account, either of the Italian Offshore Borrowers, and "OFFSHORE
BORROWERS" means UK Offshore Borrowers, Australian Offshore Borrowers and
Italian Offshore Borrowers, collectively.

            "OFFSHORE COLLATERAL DOCUMENTS" means the Offshore Security
Agreements and the Mortgages securing real property located outside of the
United States of America.

            "OFFSHORE CURRENCY" means Sterling, ADollars or Euros.

            "OFFSHORE CURRENCY EQUIVALENT" means, at any time as to any amount
denominated in Dollars, the equivalent amount in the applicable Offshore
Currency as determined by the Administrative Agent at such time on the basis of
the Spot Rate for the purchase of such Offshore Currency with Dollars on the
most recent Calculation Date.

            "OFFSHORE FUNDING AND PAYMENT OFFICE" means, with respect to any
Offshore Overdraft Account Provider, such office of such Offshore Overdraft
Account Provider as it may designate as such from time to time in a written
notice delivered to Administrative Agent, the Lenders and each Borrower.

            "OFFSHORE GUARANTIES" means the guaranties to be executed and
delivered by the English Wholly-Owned Subsidiaries and the Australian
Wholly-Owned Subsidiaries and the UK Offshore Borrower Cross Guaranty,
collectively.

            "OFFSHORE GUARANTORS" means, collectively, the Australian
Wholly-Owned Subsidiaries and the English Wholly-Owned Subsidiaries. As of the
Closing Date, the Offshore Guarantors are set forth on SCHEDULE 1.1A.

            "OFFSHORE LOAN" means a UK Loan or an Australian Loan or an Italian
Loan, and "OFFSHORE LOANS" means such loans of all Lenders in the aggregate.

            "OFFSHORE LOAN COMMITMENT" means a UK Loan Commitment, an Australian
Loan Commitment or an Italian Loan Commitment, and "OFFSHORE LOAN COMMITMENTS"
means all such commitments.

            "OFFSHORE LOAN NOTE" means either an Australian Loan Note or an
Italian Loan Note.



                                       30
<PAGE>

            "OFFSHORE OVERDRAFT ACCOUNT" means any UK Overdraft Account, any
Australian Overdraft Account, or the Italian Overdraft Account, and "OFFSHORE
OVERDRAFT ACCOUNTS" means the UK Overdraft Accounts, the Australian Overdraft
Accounts and the Italian Overdraft Account, collectively.

            "OFFSHORE OVERDRAFT ACCOUNT PROVIDER" means UK Overdraft Account
Provider, Australian Overdraft Account Provider, or Italian Overdraft Account
Provider, and "OFFSHORE OVERDRAFT ACCOUNT PROVIDERS" means UK Overdraft Account
Provider, Australian Overdraft Account Provider and Italian Overdraft Account
Provider, collectively.

            "OFFSHORE OVERDRAFT AGREEMENT" means the UK Overdraft Agreement, any
Australian Overdraft Agreement, or the Italian Overdraft Agreement, and
"OFFSHORE OVERDRAFT AGREEMENT" means the UK Overdraft Agreements, the Australian
Overdraft Agreements and the Italian Overdraft Agreement, collectively.

            "OFFSHORE OVERDRAFT AMOUNT" means the UK Overdraft Amount, the
Australian Overdraft Amount or the Italian Overdraft Amount, and "OFFSHORE
OVERDRAFT AMOUNTS" means the UK Overdraft Amount, the Australian Overdraft
Amount and the Italian Overdraft Amount, collectively.

            "OFFSHORE SECURITY AGREEMENTS" means the security agreements to be
executed by the UK Offshore Borrowers, the Australian Offshore Borrowers, each
Wholly-Owned English Subsidiary and each Wholly-Owned Australian Subsidiary on
the Closing Date and thereafter pursuant to subsection 5.9, in form satisfactory
to Administrative Agent, as they may hereafter be amended, supplemented or
modified from time to time.

            "OFFSHORE SUBLIMIT" means, at any time, (i) as to the UK Offshore
Borrowers, collectively, the lesser of (a) $300,000,000 and (b) the Revolving
Loan Commitments then in effect, (ii) as to the Australian Offshore Borrowers,
collectively, the lesser of (a) $1,100,000,000 and (b) the Revolving Loan
Commitments then in effect, and (iii) as to the Italian Offshore Borrowers,
collectively, the lesser of (a) $10,000,000 and (b) the Revolving Loan
Commitments then in effect; PROVIDED that such Offshore Sublimits may be
decreased from time to time pursuant to subsection 2.4F.

            "OPERATING LEASE", as applied to any Person, means any lease
(including leases that may be terminated by the lessee at any time) of any
property (whether real, personal or mixed) that is not a Capital Lease other
than any such lease under which that Person is the lessor.

            "ORGANIZATIONAL DOCUMENTS" means the documents (including charter
and bylaws, if applicable) pursuant to which a Person that is a corporation,
partnership, trust, joint stock company or limited liability company is
organized.

            "OTHER LENDER GUARANTIED OBLIGATIONS" means the obligations owed to
Lenders and their Affiliates pursuant to Other Permitted Credit Exposure,
Interest Rate Obligations and Currency Obligations which are guaranteed pursuant
to one or more of the Guaranties.



                                       31
<PAGE>

            "OTHER PERMITTED CREDIT EXPOSURE" means the obligations of
Subsidiaries or Joint Ventures of Company owed to Lenders or Affiliates of
Lenders arising out of loans, advances, overdrafts, interest rate, currency or
hedge products and other derivative exposures and other extensions of credit to
such Subsidiaries or Joint Ventures.

            "OWENS BROCKWAY" means Owens-Brockway Glass Container Inc., a
Delaware corporation.

            "PACKAGING" means Owens Brockway Packaging Inc., a Delaware
corporation and the parent corporation of Owens Brockway.

            "PBGC" means the Pension Benefit Guaranty Corporation (or any
successor thereto).

            "PENSION PLAN" means a "pension plan", as defined in Section 3(2) of
ERISA (other than a Multiemployer Plan), with respect to which Company, any of
its Subsidiaries or any ERISA Affiliate may have any liability.

            "PERMITTED ENCUMBRANCES" means the following types of Liens:

            (i)   Liens for taxes, assessments or governmental charges or
            claims the payment of which is not at the time required by
            subsection 5.3;

            (ii) Statutory Liens and rights of set-off of banks, Liens of
            landlords and Liens of carriers, warehousemen, suppliers, mechanics,
            materialmen and other Liens imposed by law incurred in the ordinary
            course of business (including title retention agreements arising in
            the ordinary course of business) for sums not yet delinquent or
            being contested in good faith, if such reserve or other appropriate
            provision, if any, as shall be required by GAAP (subject to
            subsection 1.2) shall have been made therefor;

            (iii) Liens (other than any Lien imposed pursuant to Section
            401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA)
            incurred or deposits made in the ordinary course of business in
            connection with workers' compensation, unemployment insurance and
            other types of social security, or to secure the performance of
            tenders, statutory obligations, surety and appeal bonds, bids,
            leases, government contracts, performance and return-of-money bonds
            and other similar obligations (exclusive of obligations for the
            payment of borrowed money);

            (iv)  Any attachment or judgment Lien not resulting in an Event
            of Default under subsection 7.8;

            (v) Leases, subleases or licenses of occupancy granted to others not
            interfering in any material respect with the business of Company and
            its Subsidiaries, taken as a whole;

            (vi) Easements, rights-of-way, restrictions, minor defects or
            irregularities in title and other similar charges or encumbrances
            not interfering in any material



                                       32
<PAGE>

            respect with the ordinary conduct of the business of Company and its
            Subsidiaries, taken as a whole;

            (vii) Any (a) interest or title of a lessor under any lease not
            prohibited by this Agreement, (b) restriction or encumbrance that
            the interest or title of such lessor or sublessor may be subject to,
            or (c) subordination of the interest of the lessee or sublessee
            under such lease to any restriction or encumbrance referred to in
            the preceding clause (b), so long as the holder of such restriction
            or encumbrance agrees to recognize the rights of such lessee or
            sublessee under such lease;

            (viii)      Liens arising from UCC financing statements regarding
            leases or charges not prohibited by this Agreement;

            (ix) Liens in favor of customs and revenue authorities arising as a
            matter of law to secure payment of customs duties in connection with
            the importation of goods;

            (x) Liens incurred in the ordinary course of business encumbering
            deposits made to secure obligations arising from statutory,
            regulatory, contractual or warranty requirements of Company and its
            Subsidiaries (excluding deposits securing the repayment of
            Indebtedness);

            (xi) Liens encumbering customary initial deposits and margin
            deposits securing obligations under Interest Rate Agreements,
            Currency Agreements and Commodities Agreements, and other Liens
            incurred in the ordinary course of business and which are within the
            general parameters customary in the industry securing obligations
            under Commodities Agreements;

            (xii) Liens securing reimbursement obligations under Commercial
            Letters of Credit or bankers' acceptance facilities, which Liens
            encumber documents and other property to be acquired by drawings
            under such Commercial Letters of Credit or drafts accepted under
            such bankers' acceptance facilities;

            (xiii) exceptions to title disclosed by a title policy, preliminary
            title report or certificate of title delivered pursuant to
            subsection 5.10A and approved by Administrative Agent other than
            Liens securing Indebtedness prohibited by subsection 6.1 or
            Contingent Obligations prohibited by subsection 6.4;

            (xiv) Liens in the form of title retention in connection with the
            acquisition of goods in the ordinary course of business provided
            that there has occurred and is continuing no default in the
            obligations related thereto; and

            (xv) Liens arising in countries other than the United States
            substantially comparable to the foregoing.

            "PERMITTED HOLDINGS DEBT OBLIGATIONS" means the Existing Senior
Notes and the Existing IRBs and up to an additional $50,000,000 of IRB financing
and, to the extent Net



                                       33
<PAGE>

Debt Securities Proceeds are applied as required by subsection 2.4A(ii)(e), New
Senior Debt, Refinancing Senior Debt and New Junior Debt issued by Holdings.

            "PERSON" means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, joint stock
companies, joint ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other organizations, whether or not
legal entities, and governments and agencies and political subdivisions thereof.

            "PLAN" means an employee benefit plan (as defined in Section 3(3) of
ERISA) which Company or any of its Subsidiaries sponsors or maintains, or to
which Company or any of its Subsidiaries makes, is making or is obligated to
make contributions, or to which Company or any of its Subsidiaries may have any
liability, and includes any Pension Plan.

            "PLEDGE AGREEMENT" means the Pledge Agreement to be executed and
delivered by Company and Packaging on the Closing Date and substantially in the
form of EXHIBIT XV annexed hereto, as such Pledge Agreement may thereafter be
amended, supplemented or otherwise modified from time to time.

            "POTENTIAL EVENT OF DEFAULT" means a condition or event which, after
notice or lapse of time or both, would constitute an Event of Default if that
condition or event were not cured or removed within any applicable grace or cure
period.

            "POUNDS" and the sign "(POUND)" mean the lawful currency of the UK;
PROVIDED, HOWEVER, that in the event Pounds are replaced by the Euro, it is
hereby acknowledged and agreed that "Pounds" and "(pound)" shall, on the date on
which Pounds are replaced by the Euro, include the Euro; PROVIDED that Pounds
shall be retained as an Offshore Currency for so long as legally permissible;
PROVIDED further that any such conversion shall be based on the rate of
conversion officially fixed by the European Monetary Union on the date the Euro
replaces Pounds for purposes of this Agreement.

            "PRIME RATE" means the rate which Bankers announces from time to
time as its prime lending rate, as in effect from time to time. The Prime Rate
is a reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. Bankers may make commercial loans or other
loans at rates of interest at, above or below the Prime Rate.

            "PRO RATA SHARE" means, with respect to any Lender, (i) with respect
to all payments, computations and other matters relating to the Term Loan
Commitment or the Term Loan of any Lender, the percentage obtained by DIVIDING
(x) the Term Loan Exposure of that Lender BY (y) the aggregate Term Loan
Exposure of all Lenders, (ii) with respect to all payments, computations and
other matters relating to the Revolving Loan Commitment or the Revolving Loans
of any Lender or any Letters of Credit issued or participations therein
purchased by any Lender or any participations in the Domestic Overdraft Amount
or any Offshore Overdraft Amount or any Offshore Loans purchased by any Lender,
the percentage obtained by DIVIDING (x) the Revolving Loan Exposure of that
Lender BY (y) the aggregate Revolving Loan Exposure of all Lenders, (iii) with
respect to all payments, computations and other matters relating to the UK Loan
Commitments or the UK Loans of any Lender or any



                                       34
<PAGE>

Letters of Credit issued for the account of any UK Offshore Borrower or
participations therein or any participations in the UK Overdraft Amount
purchased by any Lender, the percentage obtained by DIVIDING (x) the UK Loan
Exposure of that Lender BY (y) the aggregate UK Loan Exposure of all Lenders,
(iv) with respect to all payments, computations and other matters relating to
the Australian Loan Commitments or the Australian Loans of any Lender or any
Letters of Credit issued for the account of any Australian Offshore Borrower or
participations therein or any participations in the Australian Overdraft Amount
purchased by any Lender, the percentage obtained by DIVIDING (x) the Australian
Loan Exposure of that Lender BY (y) the aggregate Australian Loan Exposure of
all Lenders, (v) with respect to all payments, computations and other matters
relating to the Italian Loan Commitments or the Italian Loans of any Lender or
any participations in the Italian Overdraft Amount purchased by any Lender, the
percentage obtained by DIVIDING (x) the Italian Loan Exposure of that Lender BY
(y) the aggregate Italian Loan Exposure of all Lenders, and (vi) for all other
purposes with respect to each Lender, the percentage obtained by DIVIDING (x)
the sum of the Term Loan Exposure of that Lender PLUS the Revolving Loan
Exposure of that Lender BY (y) the sum of the aggregate Term Loan Exposure of
all Lenders PLUS the aggregate Revolving Loan Exposure of all Lenders, in any
such case as the applicable percentage may be adjusted by assignments permitted
pursuant to subsection 10.2. The initial Pro Rata Share of each Lender for
purposes of each of clauses (i), (ii), (iii), (iv), (v) and (vi) of the
preceding sentence is set forth opposite the name of that Lender in SCHEDULE A
annexed hereto.

            "PROPORTIONATE PERCENTAGE" means, with respect to any Domestic
Borrower, (i) with respect to the Term Loans, the percentage obtained by
dividing the principal amount of all outstanding Term Loans to such Domestic
Borrower by the aggregate principal amount of all outstanding Term Loans, and
(ii) with respect to the Revolving Loan Commitments, the percentage obtained by
dividing the Revolving Loan Commitments to such Domestic Borrower by the
aggregate Revolving Loan Commitments. The initial Proportionate Percentages of
the Domestic Borrowers are set forth on SCHEDULE A.

            "PTO" means the United States Patent and Trademark Office or any
successor or substitute office in which filings are necessary or, in the opinion
of Collateral Agent, desirable in order to create or perfect Liens on any IP
Collateral.

            "PURCHASE MONEY INDEBTEDNESS" means Indebtedness incurred
simultaneously with or within 180 days after the acquisition, construction or
improvement of real property or tangible personal property to finance such
acquisition, construction or improvement of such property.

            "REAL PROPERTY ASSET" means, at any time of determination, any fee
interest then owned or Ground Leasehold Interest then held (or in the case of a
UK Offshore Borrower or English Wholly-Owned Subsidiary, any freehold interest
then owned or leasehold interest then held) by any Loan Party in any real
property.

            "RECEIVABLES SALE INDEBTEDNESS" means Indebtedness incurred or
deemed incurred or cash consideration received from the sale of accounts
receivable by Company or any of its Subsidiaries or a special purpose vehicle
established by any of them to purchase and sell such receivables.



                                       35
<PAGE>

            "RECORDED LEASEHOLD INTEREST" means a lease or memorandum thereof
evidencing a Ground Leasehold Interest duly recorded in the applicable
jurisdiction in which the property underlying such Ground Leasehold Interest is
located.

            "REFERENCE LENDERS" means Bankers and BofA.

            "REFINANCING SENIOR DEBT" means Indebtedness having the following
characteristics (u) the obligors shall include only the Existing Senior Note
Obligors and no other Persons, (v) any collateral therefor shall include only
the Existing Senior Note Collateral and no other collateral and the Lien thereon
shall be subordinated to the Lien securing the Obligations, (w) such
Indebtedness shall not have any scheduled payment, prepayment, mandatory
redemption or sinking fund payment prior to March 31, 2006, (x) the Net Debt
Securities Proceeds of such Indebtedness shall be applied as required by
subsection 2.4A(ii)(e), (y) shall not contain any provision prohibiting the
creation or assumption of any Lien on any of the properties or assets of Company
or its Subsidiaries, whether then owned or thereafter acquired, to secure
payment of the Obligations or any agreement renewing, refinancing or extending
the Obligations or this Agreement, and (z) all other terms and conditions shall
be substantially comparable to those prevailing in the market place for
comparable debt issuances as determined by the Administrative Agent in its
reasonable judgment.

            "REGISTER" has the meaning assigned to that term in subsection 2.1G.

            "REGULATION D" means Regulation D of the Board of Governors of the
Federal Reserve System as in effect from time to time.

            "RELATED FUND" means any fund that invests in bank loans and is
managed by the same investment advisor of a Lender or by an Affiliate of such
investment advisor.

            "RELEASE" means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including the abandonment or disposal of any barrels, containers or
other closed receptacles containing any Hazardous Materials), including the
movement of any Hazardous Materials through the air, soil, surface water or
groundwater.

             "REPORTING UNIT" means each of the units of the operations of
Company, as set forth on SCHEDULE D annexed hereto, as such SCHEDULE D may
hereafter be amended, supplemented or modified from time to time by Company.

            "REQUISITE LENDERS" means Lenders having or holding more than 50% of
the sum of the aggregate Term Loan Exposure of all Lenders PLUS the aggregate
Revolving Loan Exposure of all Lenders.

            "RESPONSIBLE OFFICER" means any of the chief executive officer, the
president, any vice president, the chief financial officer, the comptroller, the
treasurer, any assistant treasurer, the controller or any assistant controller
of a Loan Party.



                                       36
<PAGE>

            "RESTRICTED DEBT OBLIGATIONS" means, collectively, Existing Senior
Notes, New Senior Debt, Refinancing Senior Debt and New Junior Debt.

            "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of stock
of Company now or hereafter outstanding, except a dividend payable solely in
shares of that class of stock to the holders of that class, (ii) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for
value, direct or indirect, of any shares of any class of stock of Company now or
hereafter outstanding, (iii) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire
shares of any class of stock of Company now or hereafter outstanding, and (iv)
any payment or prepayment of principal of, premium, if any, or interest on, or
redemption, purchase, retirement, defeasance (including in-substance or legal
defeasance), sinking fund or similar payment with respect to, any Subordinated
Indebtedness.

            "REVOLVING LOAN COMMITMENT" means the commitment of a Lender to make
Revolving Loans to each of the Domestic Borrowers pursuant to subsection
2.1A(ii), and "REVOLVING LOAN COMMITMENTS" means such commitments of all Lenders
to all Domestic Borrowers in the aggregate.

            "REVOLVING LOAN COMMITMENT TERMINATION DATE" means March 31, 2004.

            "REVOLVING LOAN EXPOSURE" means, with respect to any Lender as of
any date of determination (i) prior to the termination of the Revolving Loan
Commitments, that Lender's Revolving Loan Commitment and (ii) after the
termination of the Revolving Loan Commitments, the sum (without duplication) of
(a) the aggregate outstanding principal amount of the Revolving Loans of that
Lender PLUS (b) in the event that Lender is an Issuing Lender, the aggregate
Letter of Credit Usage in respect of all Letters of Credit issued by that Lender
(in each case net of any participations purchased by other Lenders in such
Letters of Credit or any unreimbursed drawings thereunder) PLUS (c) the
aggregate amount of all participations purchased by that Lender in any
outstanding Letters of Credit or any unreimbursed drawings under any Letters of
Credit PLUS (d) in the case of Administrative Agent (in its capacity as a
Lender), the Domestic Overdraft Amount (net of any participations therein
purchased by other Lenders) PLUS (e) the aggregate amount of all participations
purchased by that Lender in the Domestic Overdraft Amount PLUS (f) the Dollar
Equivalent of all participations purchased by that Lender in the Offshore
Overdraft Amount (net of any participations therein purchased by other Lenders)
PLUS (g) the aggregate outstanding principal amount of any Offshore Loans of
such Lender (net of any participations therein purchased by other Lenders) PLUS
(h) in the case of any Offshore Overdraft Account Provider with respect to a
particular Offshore Currency, the Dollar Equivalent of the relevant Offshore
Overdraft Amount (net of any participations therein purchased by other Lenders).

            "REVOLVING LOANS" means the Loans made by Lenders to Domestic
Borrowers pursuant to subsection 2.1A(ii).

            "REVOLVING NOTE" means a promissory note of a Domestic Borrower
substantially in the form of EXHIBIT V annexed hereto, issued in favor of
Lenders pursuant to subsection



                                       37
<PAGE>

2.1G(iv) to evidence the Revolving Loans made to such Domestic Borrower, as they
may be amended, supplemented or otherwise modified from time to time. "REVOLVING
NOTES" means all such promissory notes collectively, as they may be amended,
supplemented or otherwise modified from time to time.

            "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc.

            "SAME DAY FUNDS" means immediately available funds.

            "SECURITY AGREEMENT" means, the Security Agreement to be executed
and delivered by Company, Domestic Borrowers and the Subsidiary Guarantors on
the Closing Date and thereafter pursuant to subsection 5.9, substantially in the
form of EXHIBIT XVI annexed hereto, as such Security Agreement may thereafter be
amended, supplemented or otherwise modified from time to time.

            "SECURITIES" means any stock, shares, voting trust certificates,
bonds, debentures, options, warrants, notes, or other evidences of indebtedness,
secured or unsecured, convertible, subordinated or otherwise, or in general any
instruments commonly known as "securities" or any certificates of interest,
shares or participations in temporary or interim certificates for the purchase
or acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing.

            "SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time, and any successor statute.

            "SOLVENT", (A) with respect to any Person organized under the laws
of a state of the United States, means that as of the date of determination both
(i)(a) the then fair saleable value of the property of such Person is (1)
greater than the total amount of liabilities (including contingent liabilities)
of such Person and (2) not less than the amount that will be required to pay the
probable liabilities on such Person's then existing debts as they become
absolute and due considering all financing alternatives and potential asset
sales reasonably available to such Person; (b) such Person's capital is not
unreasonably small in relation to its business or any contemplated or undertaken
transaction; and (c) such Person does not intend to incur, or believe (nor
should it reasonably believe) that it will incur, debts beyond its ability to
pay such debts as they become due; and (ii) such Person is "solvent" within the
meaning given that term and similar terms under applicable laws relating to
fraudulent transfers and conveyances. For purposes of this definition, the
amount of any contingent liability at any time shall be computed as the amount
that, in light of all of the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability; (B) with respect to any Person organized under the laws of
the UK, means that as of the date of determination of solvency the value of such
Person's assets is not less than the amount of its liabilities, taking into
account its contingent and prospective liabilities; and (C) with respect to any
Person organized under the laws of Australia, means that such Person is able to
pay its debts as such debts become due and payable.

            "SPOT RATE" means, with respect to any foreign exchange computation
in respect of any Offshore Currency, the rate quoted by the Administrative Agent
in accordance with its



                                       38
<PAGE>

customary procedures as the spot rate for the purchase by Administrative Agent
of Dollars with such Offshore Currency or the purchase by Administrative Agent
of such Offshore Currency with Dollars, as the case may be, through its FX
Trading Office at (i) 10:30 A.M. (London time) with respect to quotations in
respect of Sterling, (ii) 10:30 A.M. (Sydney Time) with respect to quotations in
respect of ADollars, and (iii) 10:30 A.M. (Milan or London time, as applicable)
with respect to quotations in respect of the Euro in each case on such date as
of which the applicable foreign exchange computation is made for delivery two
Offshore Banking Days later.

            "STANDBY LETTER OF CREDIT" means any standby letter of credit or
similar instrument issued for the purpose of supporting (i) Indebtedness
incurred by any Foreign Subsidiary or Foreign Entity or any Joint Venture to
which Holdings or any of its Subsidiaries is a party for working capital and
general business purposes, (ii) obligations of Holdings or any of its
Subsidiaries with respect to capital calls or similar requirements in respect of
Joint Ventures to which Holdings or such Subsidiary is a party, (iii) workers
compensation liabilities of Holdings or any of its Subsidiaries, (iv) the
obligations of third party insurers of Holdings or any of its Subsidiaries
arising by virtue of the laws of any jurisdiction requiring third party
insurers, (v) Indebtedness of Holdings or any of its Subsidiaries in respect of
industrial revenue or development bonds or financings, (vi) obligations with
respect to leases of Holdings or any of its Subsidiaries, (vii) obligations of
Holdings or any of its Subsidiaries imposed by statute or by a court of
competent jurisdiction to post appeal bonds or other security in connection with
litigation appeals, and other performance, payment, deposit or surety
obligations of Holdings or any of its Subsidiaries, in any such other case if
required by law or governmental rule or regulation or in accordance with custom
and practice in the industry, (viii) obligations of Owens Insurance Limited with
respect to certain self insurance and reinsurance programs, including
obligations under insurance treaties, or (ix) other obligations of Holdings or
any of its Subsidiaries for which letter of credit support would be used in the
ordinary course of Holdings' or such Subsidiary's business consistent with its
past practices or otherwise consistent with custom and practice in the industry.

            "STERLING" means (i) until Pounds are replaced by the Euro, either
Pounds or the Euro, and (ii) thereafter, the Euro.

            "STERLING EQUIVALENT" means, on any Offshore Banking Day with
respect to UK Loans as to any amount denominated in Pounds or the Euro, (i) for
amounts denominated in Pounds, such amount, and (ii) for amounts denominated in
the Euro, the equivalent amount in Pounds as determined by the Administrative
Agent at such time on the basis of the Sterling Spot Rate for the purchase of
Pounds with the Euro on the most recent Calculation Date with respect to
Sterling; PROVIDED, HOWEVER, that upon and after replacement of Pounds by the
Euro in accordance with the definition of "Pounds", it is hereby acknowledged
and agreed that "Sterling Equivalent" shall refer to the applicable amount
denominated in the Euro in accordance with such definition.

            "STERLING SPOT RATE" means, with respect to any foreign exchange
computation in respect of the Euro, the rate quoted by the Administrative Agent
in accordance with its customary procedures as the spot rate for the purchase by
the Administrative Agent of Pounds with the Euro or the purchase by the
Administrative Agent of the Euro with Pounds, as the case may be, through its FX
Trading Office at 10:30 A.M. (London time) on such date as of which the




                                       39
<PAGE>

applicable Sterling Equivalent computation is made for delivery two Offshore
Banking Days later.

            "SUBORDINATED INDEBTEDNESS" means any Indebtedness of Holdings or
its Subsidiaries incurred from time to time which is subordinated in right of
payment to the Obligations in a manner, and otherwise has terms and conditions
(including as to amortization, covenants and defaults), reasonably acceptable to
Agents.

            "SUBSIDIARY" means any corporation, association or other business
entity of which more than 50% of the total voting power of shares of stock or
other ownership interests 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 any Person or one
or more of the other Subsidiaries of that Person or a combination thereof. As
used herein, references to "Subsidiaries" of Company shall include the
Borrowers, unless expressly specified otherwise.

            "SUBSIDIARY GUARANTOR" means any Domestic Subsidiary of Company that
executes and delivers a counterpart of the Subsidiary Guaranty. As of the
Closing Date, the Subsidiary Guarantors are set forth on SCHEDULE 1.1B.

            "SUBSIDIARY GUARANTY" means the Subsidiary Guaranty executed and
delivered by all wholly-owned Domestic Subsidiaries (including Packaging but
excluding the Domestic Borrowers (which shall execute and deliver the Domestic
Borrower Guaranty) and the Harbor Capital Subsidiaries) on the Closing Date
pursuant to subsection 3.1A and thereafter supplemented under certain
circumstances by certain Subsidiaries of Company in accordance with subsection
5.9, substantially in the form of EXHIBIT XIII annexed hereto, as such
Subsidiary Guaranty may thereafter be amended, supplemented or otherwise
modified from time to time.

            "SYNTHETIC LEASE" means any lease of goods or other property,
whether real or personal, which is treated as an operating lease under generally
accepted accounting principles and as a loan or financing for U.S. income tax
purposes.

            "TAX" or "TAXES" means any present or future tax, substitute tax,
levy, impost, duty, charge, fee, deduction or withholding of any nature and
whatever called, on whomsoever and wherever imposed, levied, collected, withheld
or assessed by any foreign, federal, state or local authority.

            "TAX TRANSFEREE" means any Person who acquires any interest in the
Loans (whether or not by operation of law) or the office to which a Lender,
Arranger or Agent has transferred its Loans for purposes of determining where
the Loans are made, accounted for or booked.

            "TERM LOAN COMMITMENT" means the commitment of a Lender to make a
Term Loan to a Domestic Borrower pursuant to subsection 2.1A(i), and "TERM LOAN
COMMITMENTS" means such commitments of all Lenders to all Domestic Borrowers in
the aggregate.

            "TERM LOAN EXPOSURE" means, with respect to any Lender as of any
date of determination (i) prior to the funding of the Term Loans, that Lender's
Term Loan Commitment



                                       40
<PAGE>

and (ii) after the funding of the Term Loans, the outstanding principal amount
of the Term Loan of that Lender.

            "TERM LOAN MATURITY DATE" means March 31, 2004.

            "TERM LOANS" means the Loans made by Lenders to Owens Brockway and
O-I General FTS pursuant to subsection 2.1A(i).

            "TERM NOTE" means a promissory note of a Domestic Borrower
substantially in the form of EXHIBIT IV annexed hereto, issued in favor of
Lenders pursuant to subsection 2.1G(iv) to evidence the Term Loan made to such
Domestic Borrower, as it may be amended, supplemented or otherwise modified from
time to time. "TERM NOTES" means all such promissory notes collectively, as they
may be amended, supplemented or otherwise modified from time to time.

            "THRESHOLD DEBT RATING" means a rating for Holdings' or Company's as
applicable, long term unsecured debt of BBB- or higher from S&P and Baa3 or
higher from Moody's.

            "TITLE COMPANY" means, collectively, one or more title insurance
companies reasonably satisfactory to Collateral Agent.

            "TOTAL UTILIZATION OF AUSTRALIAN LOAN COMMITMENTS" means, as at any
date of determination, the sum of (i) the aggregate principal amount of all
outstanding Australian Loans (other than Australian Loans made for the purpose
of (a) reimbursing the applicable Issuing Lender for any drawing honored under
any Letter of Credit issued for the account of an Australian Offshore Borrower
or (b) repaying the Australian Overdraft Amount, in each case to the extent not
yet so applied) PLUS (ii) all Letter of Credit Usage by all Australian Offshore
Borrowers, plus (iii) the Dollar Equivalent of the Australian Overdraft Amount.

            "TOTAL UTILIZATION OF ITALIAN LOAN COMMITMENTS" means, as at any
date of determination, the sum of (i) the aggregate principal amount of all
outstanding Italian Loans (other than Italian Loans made for the purpose of
repaying the Italian Overdraft Amount, to the extent not yet so applied) PLUS
(ii) the Dollar Equivalent of the Italian Overdraft Amount.

            "TOTAL UTILIZATION OF REVOLVING LOAN COMMITMENTS" means, as at any
date of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans (other than Revolving Loans made for the purpose of
(a) reimbursing the applicable Issuing Lender for any drawing honored under any
Letter of Credit issued for the account of a Domestic Borrower, or (b) repaying
the Domestic Overdraft Amount, in each case to the extent not yet so applied),
PLUS (ii) the Letter of Credit Usage by the Domestic Borrowers PLUS (iii) the
Domestic Overdraft Amount PLUS (iv) the aggregate principal amount of all
outstanding Offshore Loans (other than Offshore Loans made for the purpose of
(a) reimbursing the applicable Issuing Lender for any drawing honored under any
Letter of Credit issued for the account of an Offshore Borrower or (b) repaying
any Offshore Overdraft Amount in each case to the extent not yet so applied)
PLUS (v) the Letter of Credit Usage by the Offshore Borrowers PLUS (vi) the
Dollar Equivalent of the Offshore Overdraft Amounts PLUS (vii) amounts available
under the Existing Senior Notes Redemption Sublimit.



                                       41
<PAGE>

            "TOTAL UTILIZATION OF UK LOAN COMMITMENTS" means, as at any date of
determination, the sum of (i) the aggregate principal amount of all outstanding
UK Loans (other than UK Loans made for the purpose of (a) reimbursing the
applicable Issuing Lender for any drawing honored under any Letter of Credit
issued for the account of any UK Offshore Borrower or (b) repaying the UK
Overdraft Amount, in each case to the extent not yet so applied) PLUS (ii) the
Letter of Credit Usage by all UK Offshore Borrowers, PLUS (iii) the Dollar
Equivalent of the UK Overdraft Amount.

            "TRIGGERING ASSET SALE" means an Asset Sale that generates Net Asset
Sale Proceeds equal to or in excess of $25,000,000.

            "TYPE" means (i) with respect to a Commitment other than an Offshore
Loan Commitment, (a) a Term Loan Commitment or (b) a Revolving Loan Commitment,
(ii) with respect to an Offshore Loan Commitment, (a) a UK Loan Commitment, (b)
an Australian Loan Commitment or (c) an Italian Loan Commitment, (iii) with
respect to a Loan other than an Offshore Loan, (a) a Term Loan or (b) a
Revolving Loan, and (iv) with respect to an Offshore Loan, (a) a UK Loan, (b) an
Australian Loan or (c) an Italian Loan.

            "UK" means the United Kingdom of Great Britain and Northern
Ireland.

            "UK ADMINISTRATIVE AGENT" has the meaning assigned to that term in
the introduction to this Agreement and also includes any successor UK
Administrative Agent appointed pursuant to subsection 8.6.

            "UK FUNDING AND PAYMENT OFFICE" means the office of UK
Administrative Agent located in London, England.

            "UK LENDING OFFICE" means, with respect to any Lender having a
Revolving Loan Commitment, the office of such Lender, or any Affiliate of such
lender, specified as its "UK Lending Office" on the signature pages hereof or
the applicable Assignment and Acceptance, or such other office of such Lender or
any of its Affiliates as such Lender may from time to time specify to Borrowers'
Agent, Administrative Agent and UK Administrative Agent.

            "UK LOAN COMMITMENT" means the commitment of a Lender to make UK
Loans to either of the UK Offshore Borrowers pursuant to subsection 2.1C, and
"UK LOAN COMMITMENTS" means such commitments of all Lenders in the aggregate.

            "UK LOAN EXPOSURE" means, with respect to any Lender as of any date
of determination (i) prior to the termination of the Revolving Loan Commitments,
that Lender's UK Loan Commitment, and (ii) after the termination of the
Revolving Loan Commitments, the sum of (a) the aggregate outstanding principal
amount of the UK Loans of that Lender PLUS (b) in the event that Lender is an
Issuing Lender in respect of a Letter of Credit issued for the account of an UK
Offshore Borrower, the aggregate Letter of Credit Usage in respect of all
Letters of Credit issued by that Lender for the account of any UK Offshore
Borrower (in each case net of any participations purchased by other Lenders in
such Letters of Credit or any unreimbursed drawings thereunder) PLUS (c) the
aggregate amount of all participations purchased by that Lender in any
outstanding Letters of Credit issued for the account of any UK Offshore Borrower
or any unreimbursed drawing under any Letters of Credit issued for the account
of any UK



                                       42
<PAGE>

Offshore Borrower PLUS (d) in the case of UK Overdraft Account Provider, the
Dollar Equivalent of UK Overdraft Amount (net of any participations therein
purchased by other Lenders) PLUS (e) the Dollar Equivalent of the aggregate
amount of all participations purchased by that Lender in the UK Overdraft
Amount.

            "UK LOANS" means the Loans made by Lenders to either of the UK
Offshore Borrowers pursuant to subsection 2.1C.

            "UK OFFSHORE BORROWER CROSS GUARANTY" means that certain guaranty
pursuant to which each UK Offshore Borrower shall guaranty all Offshore Loans to
the other Offshore Borrowers (other than the other UK Offshore Borrowers).

            "UK OFFSHORE BORROWERS" means United Glass and United Glass Group.

            "UK OVERDRAFT ACCOUNT" means the account established by the UK
Offshore Borrowers with UK Overdraft Account Provider and referenced in the UK
Overdraft Agreement.

            "UK OVERDRAFT ACCOUNT PROVIDER" means such Lender as United Glass
may specify in writing to Administrative Agent on or after the Closing Date or
any successor UK Overdraft Account Provider pursuant to subsection 10.2E;
PROVIDED, HOWEVER, that no such Lender shall be UK Overdraft Account Provider
until United Glass and such Lender have executed and delivered a UK Overdraft
Agreement to Administrative Agent.

            "UK OVERDRAFT AGREEMENT" means any Offshore Overdraft Agreement
executed and delivered by United Glass and UK Overdraft Account Provider on or
after the Closing Date, in substantially the form of EXHIBIT VIII annexed
hereto, with such modifications thereto as may be approved by Administrative
Agent, and any successor Offshore Overdraft Agreement executed and delivered by
United Glass and any successor UK Overdraft Account Provider pursuant to
subsection 10.2E, as any such Offshore Overdraft Agreement may hereafter be
amended, amended and restated, supplemented or otherwise modified from time to
time.

            "UK OVERDRAFT AMOUNT" means, as at any date of determination, the
aggregate principal amount of outstanding overdrafts charged to the UK Overdraft
Account.

             "UK SUBSIDIARY" means any Subsidiary of Company organized under the
laws of England and Wales or the laws of Scotland.

            "UNFUNDED PENSION LIABILITY" means, with respect to any Pension
Plan, the amount of unfunded benefit liabilities of such Pension Plan as defined
in Section 4001(a)(18) of ERISA.

            "UNITED GLASS" has the meaning assigned to that term in the
introduction to this Agreement.

            "UNITED GLASS GROUP" has the meaning assigned to that term in the
introduction to this Agreement.



                                       43
<PAGE>

            "WHOLLY-OWNED SUBSIDIARY" with respect to any Person, means any
corporation, partnership, trust, limited liability company, association or other
business entity of which 100% of the total voting power of shares of stock or
other ownership interests entitled (without regard to the occurrence of any
contingency) to vote in the election of the Governing Body is at the time owned
or controlled, directly or indirectly, by that Person or one or more of the
other Wholly-Owned Subsidiaries of that Person (other than any directors'
qualifying shares or nominee shares); PROVIDED that Avir shall be deemed a
Wholly-Owned Subsidiary of O-I Italy.

            1.2   ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF
CALCULATIONS UNDER AGREEMENT; CHANGE IN ACCOUNTING PRINCIPLES

            Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP as in effect from time to time, and all
calculations in connection with the financial covenants, standards or terms
found in Sections 1, 5 and 6 hereof (collectively, "CALCULATIONS") shall utilize
accounting principles and policies in conformity with GAAP as in effect from
time to time; PROVIDED that, in the event there is a change in accounting
principles and policies that would result in a change in the method of
performing any Calculations as described in subsection 10.9, such change shall
not be given effect for purposes of any Calculations until such time as Company
and Lenders complete the negotiations provided for in subsection 10.9. Financial
statements and other information required to be delivered by any Loan Party to
Lenders pursuant to clauses (i), (ii) and (x) of subsection 5.1 shall be
prepared in accordance with GAAP as in effect at the time of such preparation
(and, if necessary, delivered together with the written statements provided for
in subsection 5.1(iv)).

            1.3   OTHER DEFINITIONAL PROVISIONS; ANNIVERSARIES

            References to "Sections" and "subsections" shall be to Sections and
subsections, respectively, of this Agreement unless otherwise specifically
provided. Any of the terms defined in subsection 1.1 may, unless the context
otherwise requires, be used in the singular or the plural depending on the
reference. For purposes of this Agreement, a monthly anniversary of a specified
date shall occur on the same day of the applicable month as the day of the month
on which such date occurred; PROVIDED that if there is no numerically
corresponding day in the applicable month to the day of the month on which such
date occurred, the monthly anniversary of such date shall be the last day of the
applicable month.

                                    SECTION 2

               AMOUNT AND TERMS OF COMMITMENTS AND LOANS; NOTES

            2.1   COMMITMENTS; MAKING OF LOANS; DOMESTIC OVERDRAFT ACCOUNT;
OFFSHORE OVERDRAFT ACCOUNTS

            A.    TERM LOAN AND REVOLVING LOAN COMMITMENTS.  Subject to the
terms and conditions of this Agreement and in reliance upon the
representations and warranties of Borrowers herein set forth, each Lender
hereby severally agrees to make the Loans described in subsections 2.1A(i)
and 2.1A(ii).



                                       44
<PAGE>

            (i) TERM LOANS. Each Lender severally agrees to lend to each of
            Owens Brockway and OI General FTS on the Closing Date an amount in
            Dollars not exceeding its Pro Rata Share of the aggregate amount of
            the Term Loan Commitment to Owens Brockway and OI General FTS, to be
            used for the purposes identified in subsection 2.5A. The amount of
            each Lender's Term Loan Commitment to each Domestic Borrower is set
            forth opposite its name on SCHEDULE A annexed hereto and the
            aggregate amount of the Term Loan Commitments is $1,500,000,000;
            PROVIDED that the Term Loan Commitments of Lenders shall be adjusted
            to give effect to any assignments of the Term Loan Commitments
            pursuant to subsection 10.2; and PROVIDED, FURTHER that the amount
            of the Term Loan Commitments shall be reduced from time to time by
            the amount of any reductions thereto made pursuant to subsection
            2.4F. Each Domestic Borrower may make only one borrowing under the
            Term Loan Commitments, and amounts borrowed under this subsection
            2.1A(i) and subsequently repaid or prepaid may not be reborrowed.
            The Term Loans shall mature on the Term Loan Maturity Date, and all
            Term Loans and all other amounts owed hereunder with respect to the
            Term Loans shall be paid in full no later than that date.

            (ii) REVOLVING LOANS. Each Lender hereby severally agrees, subject
            to the limitations set forth below with respect to the maximum
            amount of Revolving Loans permitted to be outstanding from time to
            time, to make Revolving Loans to each Domestic Borrower from time to
            time during the period from and including the Closing Date to but
            excluding the Revolving Loan Commitment Termination Date in an
            aggregate amount in Dollars at any one time outstanding not
            exceeding its Pro Rata Share of the aggregate amount of the
            Revolving Loan Commitments to such Domestic Borrower to be used for
            the purposes identified in subsections 2.5A and 2.5B, including, at
            such times as an Existing Senior Notes Redemption Sublimit shall
            exist, subject to the limitations on the use of proceeds of
            Revolving Loans to be made pursuant to such sublimit. The original
            amount of each Lender's Revolving Loan Commitment to each Domestic
            Borrower is set forth opposite its name on SCHEDULE A annexed hereto
            and the aggregate original amount of the Revolving Loan Commitments
            to all Domestic Borrowers is $3,000,000,000; PROVIDED that the
            Revolving Loan Commitments of Lenders to each Domestic Borrower
            shall be adjusted to give effect to any assignments of the Revolving
            Loan Commitments pursuant to subsection 10.2; and PROVIDED, FURTHER
            that the amount of the Revolving Loan Commitments to each Domestic
            Borrower shall be reduced from time to time by the amount of any
            reductions thereto made pursuant to subsection 2.4. In no event
            shall the aggregate principal amount of the Revolving Loans to any
            Domestic Borrower from any Lender outstanding at any time exceed its
            Revolving Loan Commitment to such Domestic Borrower then in effect.
            Each Lender's Revolving Loan Commitment shall expire on the
            Revolving Loan Commitment Termination Date and all Revolving Loans
            and all other amounts owed hereunder with respect to the Revolving
            Loans and the Revolving Loan Commitments shall be paid in full no
            later than that date. Amounts borrowed under this subsection
            2.1A(ii) may be repaid and reborrowed to but excluding the Revolving
            Loan Commitment Termination Date.



                                       45
<PAGE>

            Anything contained in this Agreement to the contrary
            notwithstanding, (A) the Revolving Loans and the Revolving Loan
            Commitments shall be subject to the limitation that in no event
            shall (i) the Total Utilization of Revolving Loan Commitments at any
            time exceed (ii) the Revolving Loan Commitments then in effect and
            (B) the Revolving Loans to any Domestic Borrower and the Revolving
            Loan Commitments to any Domestic Borrower shall be subject to the
            limitation that in no event shall (i) any Domestic Borrower's Total
            Utilization of Revolving Loan Commitments at any time exceed (ii)
            the Revolving Loan Commitments to such Domestic Borrower then in
            effect.

            Revolving Loans (other than (y) Revolving Loans made for the purpose
            of reimbursing any Issuing Lender for the amount of a drawing
            honored under a Letter of Credit issued by it, which shall be in the
            amount of such drawing so honored, or (z) Revolving Loans made for
            the purpose of repaying the Domestic Overdraft Amount, which shall
            be in an amount equal to the Domestic Overdraft Amount) made on any
            Funding Date shall be in an aggregate minimum amount of $5,000,000
            and integral multiples of $1,000,000, in excess of that amount.

            B. DOMESTIC OVERDRAFT ACCOUNT. Lenders agree that Domestic Borrowers
and Administrative Agent may establish and maintain the Domestic Overdraft
Account to be established pursuant to the Domestic Overdraft Agreement; PROVIDED
that (i) the Domestic Overdraft Amount shall not exceed at any time $50,000,000,
(ii) in no event shall (A) the Total Utilization of Revolving Loan Commitments
at any time exceed the Revolving Loan Commitments then in effect, (B) any
Domestic Borrower's utilization of the Domestic Overdraft Amount exceed such
Domestic Borrower's Proportionate Percentage of the Domestic Overdraft Amount;
and (C) any Domestic Borrower's Total Utilization of Revolving Loan Commitments
at any time exceed the Revolving Loan Commitments to such Domestic Borrower.
Notwithstanding anything contained in this Agreement to the contrary (but
subject, however, to the limitations set forth in subsection 2.1A(ii) with
respect to the making of Revolving Loans), Lenders and Domestic Borrowers
further agree that Administrative Agent at any time in its sole and absolute
discretion may, upon notice to Domestic Borrowers and Lenders, which notice must
identify the Domestic Borrower on whose behalf the request is being made,
require each Lender having a Revolving Loan Commitment to the applicable
Domestic Borrower (including Administrative Agent) on one Business Day's notice
to make a Revolving Loan on behalf of the applicable Domestic Borrower in an
amount equal to that Lender's Pro Rata Share of the Domestic Overdraft Amount
or, in the sole and absolute discretion of Administrative Agent, require each
other Lender to purchase a participation in amounts due with respect to the
applicable Domestic Borrower's Proportionate Percentage of the Domestic
Overdraft Amount in an amount equal to that Lender's Pro Rata Share of such
Borrower's Proportionate Percentage of the Domestic Overdraft Amount; provided,
HOWEVER, that the obligation of each Lender to make each such Revolving Loan on
behalf of the applicable Domestic Borrower or to purchase each such
participation in the applicable Domestic Borrower's Proportionate Percentage of
the Domestic Overdraft Amount is subject to the condition that at the time such
extension of credit under the Domestic Overdraft Agreement was made the duly
authorized officer of Administrative Agent responsible for the administration of
Administrative Agent's credit relationship with Domestic Borrowers believed in
good faith that (x) no Event of Default had occurred and was continuing or (y)
any Event of Default that had occurred and was continuing



                                       46
<PAGE>

had been waived by Requisite Lenders (or, if applicable under subsection 10.7,
all Lenders) at the time such extension of credit under the Domestic Overdraft
Agreement was made. In the case of Revolving Loans made by Lenders other than
Administrative Agent under the immediately preceding sentence, each such Lender
shall make the amount of its Revolving Loan available to Administrative Agent,
in Same Day Funds, at the Domestic Funding and Payment Office not later than
1:00 P.M. (New York time) on the Business Day next succeeding the date such
notice is given. The proceeds of such Revolving Loans shall be immediately
delivered to Administrative Agent (and not to any Domestic Borrower or any other
Loan Party) and applied to repay the Domestic Overdraft Amount. On the day such
Revolving Loans are made, Administrative Agent's Pro Rata Share of the Domestic
Overdraft Amount being refunded shall be deemed to be paid with the proceeds of
a Revolving Loan made by Administrative Agent and such portion of the Domestic
Overdraft Amount deemed to be so paid shall no longer be outstanding. Each
Domestic Borrower authorizes Administrative Agent to charge such Domestic
Borrower's accounts with Administrative Agent (up to the amount available in
each such account) in order to immediately pay Administrative Agent the amount
of the Domestic Overdraft Amount to be refunded in such order as Administrative
Agent may elect, regardless of whether such amounts were drawn on behalf of such
Domestic Borrower or another Domestic Borrower, to the extent amounts received
from Lenders, including amounts deemed to be received from Administrative Agent,
are not sufficient to repay in full the Domestic Overdraft Amount to be refunded
and PROVIDED FURTHER that Administrative Agent shall give Domestic Borrowers
notice of such charges prior thereto or as soon as reasonably practicable
thereafter. Each Revolving Loan made in accordance with the foregoing shall be
made as a Base Rate Loan. If any portion of any such amount paid to
Administrative Agent should be recovered by or on behalf of any Domestic
Borrower from Administrative Agent in bankruptcy, by assignment for the benefit
of creditors or otherwise, the loss of the amount so recovered shall be ratably
shared among all Lenders in the manner contemplated by subsection 10.6. In the
event that Administrative Agent requires the other Lenders to purchase
participations in the Domestic Overdraft Amount, payment for such participations
shall be made directly to Administrative Agent at the Domestic Funding and
Payment Office not later than 1:00 P.M. (New York time) on the Business Day next
succeeding the date notice to purchase such participations is given. Except as
provided above in this subsection 2.1B and except for the satisfaction of the
conditions specified in subsection 3.1 and 3.2, each Lender's obligation to make
Revolving Loans pursuant to this subsection 2.1B and to purchase participations
in the Domestic Overdraft Amount pursuant to this subsection 2.1B shall be
absolute and unconditional and shall not be affected by any circumstance,
including, without limitation, (i) any set-off, counterclaim, recoupment,
defense or other right which such Lender may have against Administrative Agent,
any Loan Party or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of an Event of Default or a Potential Event of
Default; (iii) any adverse change in the condition (financial or otherwise) of
any Loan Party; (iv) any breach of this Agreement by any Loan Party or any other
Lender; or (v) any other circumstance, happening, or event whatsoever, whether
or not similar to any of the foregoing; PROVIDED that in the event that the
obligations of Lenders to make Revolving Loans are terminated in accordance with
Section 7, Lenders having a Revolving Loan Commitment shall thereafter only be
obligated to purchase participations in the Domestic Overdraft Amount as
provided in this subsection 2.1B. In the event that any Lender fails to make
available to Administrative Agent the amount of any of such Lender's Revolving
Loans required to be made pursuant to this subsection 2.1B or the amount of any
participations in the



                                       47
<PAGE>

Domestic Overdraft Amount which are required to be purchased from Administrative
Agent by such Lender pursuant to this subsection 2.1B, Administrative Agent
shall be entitled to recover such amount on demand from such Lender together
with interest at the customary rate set by Administrative Agent for the
correction of errors among banks for three Business Days and thereafter at the
Base Rate. Nothing in this subsection 2.1B shall be deemed to prejudice the
right of any Lender to recover from Administrative Agent any amounts made
available by such Lender to Administrative Agent pursuant to this subsection
2.1B in respect of any extension of credit by Administrative Agent under the
Domestic Overdraft Agreement in the event that it is determined by a court of
competent jurisdiction that such extension of credit by Administrative Agent
constituted gross negligence or willful misconduct on the part of Administrative
Agent.

            Any notice given by Administrative Agent to Lenders pursuant to the
immediately preceding paragraph shall be concurrently given by Administrative
Agent to Domestic Borrowers or Borrowers' Agent.

            C. OFFSHORE LOAN COMMITMENTS. Subject to the terms and conditions of
this Agreement and in reliance upon the representations and warranties of
Borrowers herein set forth, each Offshore Borrower may request, in accordance
with the provisions of this subsection 2.1C, that Lenders with a Revolving Loan
Commitment make Offshore Loans. The making of Offshore Loans shall reduce the
availability of Revolving Loans to Domestic Borrowers on a dollar-for-dollar
basis to the extent of Offshore Loans outstanding. Subject to the limitations
set forth below, (a) each Lender with a Revolving Loan Commitment hereby
severally agrees to make UK Loans to each of the UK Offshore Borrowers from time
to time during the period from and including the Closing Date to but excluding
the Revolving Loan Commitment Termination Date in an aggregate amount at any
time outstanding with respect to both UK Offshore Borrowers not exceeding its
Pro Rata Share of the aggregate amount of the UK Loan Commitments, (b) each
Lender with a Revolving Loan Commitment hereby severally agrees, subject to the
limitations set forth below with respect to the maximum amount of Offshore Loans
and Australian Loans permitted to be outstanding from time to time, to make
Australian Loans to any of the Australian Offshore Borrowers from time to time
during the period from and including the Closing Date to but excluding the
Revolving Loan Commitment Termination Date, in an aggregate amount at any time
outstanding with respect to all Australian Offshore Borrowers not exceeding its
Pro Rata Share of the aggregate amount of the Australian Loan Commitments, and
(c) each Lender hereby severally agrees, subject to the limitations set forth
below with respect to the maximum amount of Offshore Loans and Italian Loans
permitted to be outstanding from time to time, to make Italian Loans to each of
the Italian Offshore Borrowers from time to time during the period from and
including the Closing Date to but excluding the Revolving Loan Commitment
Termination Date in an aggregate amount at any time outstanding not exceeding
its Pro Rata Share of the aggregate amount of the Italian Loan Commitments, in
each case to be used for the purposes identified in subsections 2.5A and 2.5B;
PROVIDED, HOWEVER, Lenders shall not be obligated to make Italian Loans (and
Italian Offshore Borrowers may not request any such Loans) at any time an
Italian Overdraft Agreement is in effect, except to repay the Italian Overdraft
Amount upon notice from the Italian Overdraft Account Provider pursuant to
subsection 2.1D(ii). The original amount of each Lender's UK Loan Commitment,
each Lender's Australian Loan Commitment and each Lender's Italian Loan
Commitment is set forth opposite its name on SCHEDULE A annexed hereto and the
aggregate original amounts of the (i) UK Loan Commitments, (ii) the Australian
Loan Commitments and (iii) the Italian Loan



                                       48
<PAGE>


Commitments (in each case set forth on such SCHEDULE A) are (i) $300,000,000,
(ii) $1,100,000,000 and (iii) $10,000,000, respectively; PROVIDED that the
Offshore Loan Commitments of Lenders shall be adjusted to give effect to any
assignments thereof pursuant to subsection 10.2; PROVIDED, FURTHER that the
amount of any Offshore Loan Commitment shall be reduced from time to time by the
amount of any reductions thereto made pursuant to subsection 2.4F. In no event
shall the aggregate principal amount of the UK Loans of any Lender outstanding
at any time exceed its UK Loan Commitment then in effect, in no event shall the
aggregate principal amount of the Australian Loans of any Lender outstanding at
any time exceed its Australian Loan Commitment then in effect, and in no event
shall the aggregate principal amount of the Italian Loans of any Lender
outstanding at any time exceed its Italian Loan Commitment then in effect. Each
Lender's Offshore Loan Commitment shall expire on the Revolving Loan Commitment
Termination Date and all Offshore Loans and all other amounts owed hereunder
with respect to the Offshore Loans and the Offshore Loan Commitments shall be
paid in full no later than that date. Amounts borrowed under this subsection
2.1C may be repaid and reborrowed to but excluding the Revolving Loan Commitment
Termination Date.

            Anything contained in this Agreement to the contrary
notwithstanding, no Offshore Borrower shall request Lenders to make any Offshore
Loans (and no Lender shall be obligated to make Offshore Loans) if, immediately
after giving effect to the making of such Offshore Loans:

            (1) (A) the Total Utilization of Revolving Loan Commitments would
            exceed the Revolving Loan Commitments then in effect or (B) the
            Total Utilization of Revolving Loan Commitments by Owens Brockway
            would exceed the Revolving Loan Commitments to Owens Brockway;

            (2)   the sum of the Total Utilization of UK Loan Commitments
            plus the Total Utilization of Australian Loan Commitments PLUS
                                                                      ----
            the Total Utilization of Italian Loan Commitments would exceed
            the Aggregate Offshore Sublimit;

            (3)   the Total Utilization of UK Loan Commitments would exceed
            the UK Loan Commitments then in effect;

            (4)   the Total Utilization of Australian Loan Commitments would
            exceed the Australian Loan Commitments then in effect; or

            (5) the Total Utilization of Italian Loan Commitments would exceed
            the Italian Loan Commitments then in effect.

            UK Loans made on any Funding Date (other than UK Loans made for the
purpose of repaying the UK Overdraft Amount, which shall be in an amount equal
to the UK Overdraft Amount) shall be in an aggregate minimum amount of
$5,000,000 and integral multiples of $1,000,000 in excess of that amount;
Australian Loans made on any Funding Date (other than Australian Loans made for
the purpose of repaying the Australian Overdraft Amount, which shall be in an
amount equal to the Australian Overdraft Amount) shall be in an aggregate
minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of
that amount; and Italian Loans made on any Funding Date (other than Italian
Loans made for the purpose of



                                       49
<PAGE>

repaying the Italian Overdraft Amount, which shall be in an amount equal to the
Italian Overdraft Amount) shall be in an aggregate minimum amount of $5,000,000
and integral multiples of $1,000,000 in excess of that amount.

            Each Offshore Borrower hereby unconditionally promises to pay to the
Lenders the then unpaid principal amount of each Offshore Loan of such Lender
made to such Offshore Borrower on or before the Revolving Loan Commitment
Termination Date or such earlier date on which such Offshore Loans become due
and payable pursuant to Section 7. Each Offshore Borrower hereby further agrees
and promises to pay to the Lenders interest on the unpaid principal amount of
each Offshore Loan of such Lender made to such Offshore Borrower from time to
time outstanding from the date hereof until paid in full, at the rates and at
the times which shall be determined in accordance with the provisions of this
Agreement.

            D.    OFFSHORE OVERDRAFT ACCOUNTS.

            (i) Lenders agree that each Offshore Borrower may establish and
maintain an Offshore Overdraft Account with an Offshore Overdraft Provider
pursuant to an Offshore Overdraft Agreement; PROVIDED that (a) (1) the UK
Overdraft Amount shall not exceed at any time the Offshore Currency Equivalent
of $15,000,000, (2) the Australian Overdraft Amount shall not exceed at any time
the Offshore Currency Equivalent of $25,000,000, and (3) the Italian Overdraft
Amount shall not exceed at any time the Offshore Currency Equivalent of
$10,000,000, and (b) in no event shall an Offshore Borrower request an extension
of credit under an Offshore Overdraft Agreement (and no Offshore Overdraft
Account Provider shall be obligated to extend credit under an Offshore Overdraft
Agreement) if, after giving effect to such extension of credit:

            (1) the Total Utilization of Revolving Loan Commitments would exceed
            the Revolving Loan Commitments then in effect or (B) the Total
            Utilization of Revolving Loan Commitments by Owens Brockway would
            exceed the Revolving Loan Commitments to Owens Brockway;

            (2) the sum of the Total Utilization of UK Loan Commitments plus the
            Total Utilization of the Australian Loan Commitments plus the Total
            Utilization of Italian Loan Commitments would exceed the Aggregate
            Offshore Sublimit;

            (3)   the Total Utilization of UK Loan Commitments would exceed
            the UK Loan Commitments then in effect;

            (4)   the Total Utilization of Australian Loan Commitments would
            exceed the Australian Loan Commitments then in effect; or

            (5) the Total Utilization of Italian Loan Commitments would exceed
            the Italian Loan Commitments then in effect.

            (ii) Notwithstanding anything contained in this Agreement to the
contrary (but subject, however, to the limitations set forth in subsection 2.1C
with respect to the making of Offshore Loans), Lenders and each Offshore
Borrower further agree that any Offshore Overdraft Account Provider at any time
in its sole and absolute discretion may, upon notice to the relevant



                                       50
<PAGE>

Offshore Borrower, the Administrative Agent and the Lenders, require each Lender
(including such Offshore Overdraft Account Provider) on one Business Day's
notice to make an Offshore Loan in Dollars in an amount equal to that Lender's
Pro Rata Share (determined with respect to such Type of Offshore Loan
Commitments) of the relevant Offshore Overdraft Amount (calculated in Dollars by
reference to the applicable Exchange Rate on the date such Offshore Loan is to
be made) or, in the event the relevant Type of Offshore Loan Commitment has
terminated, require each Lender having Revolving Loan Exposure to purchase a
participation in amounts due with respect to the relevant Offshore Overdraft
Account in an amount equal to that Lender's Pro Rata Share of the relevant
Offshore Overdraft Amount (calculated in Dollars by reference to the applicable
Exchange Rate on the date such Offshore Loan is to be made); PROVIDED, HOWEVER,
that the obligation of each Lender to make each such Offshore Loan or of each
Lender having Revolving Loan Exposure to purchase each such participation in any
such Offshore Overdraft Amount is subject to the condition that at the time such
extension of credit under the applicable Offshore Overdraft Agreement was made
the duly authorized officer of such Offshore Overdraft Account Provider
responsible for the administration of such Offshore Overdraft Account Provider's
credit relationship with the relevant Offshore Borrower believed in good faith
that (a) no Event of Default had occurred and was continuing or (b) any Event of
Default that had occurred and was continuing had been waived by Requisite
Lenders (or, if applicable under subsection 10.7, all Lenders) at the time such
extension of credit under such Offshore Overdraft Agreement was made. In the
case of Offshore Loans or participation purchases made by Lenders other than
Administrative Agent under the immediately preceding sentence, each such Lender
shall make the amount of its Offshore Loan or the amount of its participation,
as applicable, available to Administrative Agent in Same Day Funds in Dollars,
at the Domestic Funding and Payment Office not later than 12:00 Noon (New York
time) on the Business Day next succeeding the date such notice is given and upon
such transfer such Offshore Loans shall be deemed made or such participations
purchased, as the case may be. The proceeds of such Offshore Loans or
participation purchases shall be delivered by Administrative Agent to such
Offshore Overdraft Account Provider (and not to the relevant Offshore Borrower)
as soon as practicable and applied to repay the relevant Offshore Overdraft
Amount. On the day such Offshore Loans are made or such participations are
purchased, such Offshore Overdraft Account Provider's Pro Rata Share of the
Offshore Overdraft Amount being refunded shall be deemed to be paid with the
proceeds of an Offshore Loan made by such Offshore Overdraft Account Provider
and such portion of the Offshore Overdraft Amount deemed to be so paid shall no
longer be outstanding. Each Offshore Borrower authorizes the Offshore Overdraft
Account Provider to charge such Offshore Borrower's accounts with such Offshore
Overdraft Account Provider (up to the amount available in each such account) in
order to immediately pay such Offshore Overdraft Account Provider the amount of
the Offshore Overdraft Amount to be refunded to the extent amounts received from
Lenders, including amounts deemed to be received from such Offshore Overdraft
Account Provider, are not sufficient to repay in full the Offshore Overdraft
Amount to be refunded; PROVIDED that such Offshore Overdraft Account Provider
shall give such Offshore Borrower notice of such charges prior thereto or as
soon as reasonably practicable thereafter. Each Offshore Loan made in accordance
with the foregoing shall be made as a Base Rate Loan. If any portion of any such
amount paid to any Offshore Overdraft Account Provider should be recovered by or
on behalf of such Offshore Borrower from such Offshore Overdraft Account
Provider in bankruptcy, by assignment for the benefit of creditors or



                                       51
<PAGE>

otherwise, the loss of the amount so recovered shall be ratably shared among all
Lenders in the manner contemplated by subsection 10.6.

            (iii) Except as provided above in this subsection 2.1D and except
for the satisfaction of the conditions specified in subsections 3.1 and 3.2,
each Lender's obligation to make Offshore Loans pursuant to this subsection 2.1D
and the obligation of each Lender having Revolving Loan Exposure to purchase
participations in any Offshore Overdraft Amount pursuant to this subsection 2.1D
shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (a) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against such
Offshore Overdraft Account Provider, any Borrower or any other Person for any
reason whatsoever; (b) the occurrence or continuance of an Event of Default or a
Potential Event of Default; (c) any adverse change in the condition (financial
or otherwise) of any Loan Party; (d) any breach of this Agreement by any
Borrower or any other Lender; or (e) any other circumstance, happening, or event
whatsoever, whether or not similar to any of the foregoing; PROVIDED that in the
event that the obligations of Lenders to make Offshore Loans are terminated in
accordance with Section 7, Lenders having Revolving Loan Exposure shall
thereafter only be obligated to purchase participations in the relevant Offshore
Overdraft Amount as provided in this subsection 2.1D. In the event that any
Lender fails to make available to the relevant Administrative Agent the amount
of any of such Lender's Offshore Loans required to be made pursuant to this
subsection 2.1D or to the Administrative Agent the amount of any participations
in the relevant Offshore Overdraft Amount which are required to be purchased
from such Offshore Overdraft Account Provider by such Lender pursuant to this
subsection 2.1D, such Offshore Overdraft Account Provider shall be entitled to
recover such amount on demand from such Lender together with interest at the
customary rate set by such Offshore Overdraft Account Provider for the
correction of errors among banks in the relevant jurisdiction for three Offshore
Banking Days and thereafter at the Base Rate. Nothing in this subsection 2.1D
shall be deemed to prejudice the right of any Lender to recover from any
Offshore Overdraft Account Provider any amounts made available by such Lender to
such Offshore Overdraft Account Provider pursuant to this subsection 2.1D in
respect of any extension of credit by such Offshore Overdraft Account Provider
under the relevant Offshore Overdraft Agreement in the event that it is
determined by a court of competent jurisdiction that such extension of credit by
such Offshore Overdraft Account Provider constituted gross negligence or willful
misconduct on the part of such Offshore Overdraft Account Provider.

            (iv) Any notice given by any Offshore Overdraft Account Provider to
the relevant Lenders pursuant to subsection 2.1D(iii) shall be concurrently
given by such Offshore Overdraft Account Provider to the Administrative Agent
and the applicable Offshore Borrower or Borrowers' Agent.

            (v) Anything contained in this Agreement to the contrary
notwithstanding, no amendment, modification, termination or waiver of any
provision of this Agreement or of the other Loan Documents, and no consent to
any departure by any Borrower therefrom, shall modify, terminate or waive in any
manner adverse to any Offshore Overdraft Account Provider any provision of this
subsection 2.1D or any other provision of this Agreement directly relating to
the Offshore Overdraft Accounts or the Offshore Overdraft Amounts (including any
provision directly relating to the repayment of the Offshore Overdraft Amounts
with the proceeds of Offshore Loans or directly relating to the obligations of
Lenders to purchase participations in the



                                       52
<PAGE>

Offshore Overdraft Amounts) without the written concurrence of the Offshore
Overdraft Account Providers.

            E.    NOTICE OF BORROWING.

            (i) Whenever a Borrower desires that Lenders make Term Loans,
Revolving Loans or Offshore Loans, it shall deliver to Administrative Agent a
Notice of Borrowing no later than 12:00 Noon (New York time) (x) at least one
Business Day in advance of the proposed Funding Date, in the case of any Base
Rate Loan, or (y) three Business Days in advance of the proposed Funding Date,
in the case of a Eurodollar Rate Loan (other than in respect of a UK Borrower)
and four Business Days in advance of the proposed Funding Date in the case of a
Eurodollar Rate Loan to a UK Borrower. The Notice of Borrowing shall specify (1)
the proposed Funding Date (which shall be a Business Day), (2) the amount and
Type of the proposed Loans, (3) whether such Loans are initially to consist of
Base Rate Loans or Eurodollar Rate Loans or a combination thereof, and (4) if
such Loans, or any portion thereof, are initially to be Eurodollar Rate Loans,
the amounts thereof and the initial Interest Periods therefor; and such Notice
of Borrowing shall further certify that subsection 3.2B is satisfied on and as
of that Funding Date; PROVIDED that the minimum amount of Term Loans or
Revolving Loans, if any, to be made on any Funding Date as Eurodollar Rate Loans
with a particular Interest Period shall be $10,000,000 and integral multiples of
$1,000,000 in excess of that amount and the minimum amount of Offshore Loans to
be made on any Funding Date shall be as set forth in subsection 2.1C; and
PROVIDED FURTHER THAT, an Italian Offshore Borrower may not deliver a Notice of
Borrowing requesting an Italian Loan at any time an Italian Overdraft Agreement
is in effect. Notwithstanding anything in this Agreement to the contrary, no
Lender shall make or be obligated to make a Revolving Loan or an Offshore Loan
if it shall have received a Loan Limitation Notice with respect to such
Revolving Loan or Offshore Loan from Administrative Agent on or prior to the
first Business Day immediately preceding the proposed Funding Date for such
Revolving Loan or Offshore Loan stating that the statement contained in clause
(1) of subsection 2.1E(v) is true or will be true after giving effect to the
making of the relevant Revolving Loans or Offshore Loan. Term Loans, Revolving
Loans and Offshore Loans may be continued as or converted into Base Rate Loans
and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of
delivering the above-described Notice of Borrowing, a Borrower may give
Administrative Agent irrevocable telephonic notice by the required time of any
proposed borrowing under this subsection 2.1; PROVIDED that such notice shall be
promptly confirmed in writing by delivery of a Notice of Borrowing to
Administrative Agent on or prior to the Funding Date of the requested Loans.

            (ii)  Intentionally Omitted.

            (iii) Neither Administrative Agent nor any Lender shall incur any
liability to any Borrower in acting upon any telephonic notice referred to above
which Administrative Agent or Lender, as the case may be, believes in good faith
to have been given by a duly authorized officer or other person authorized to
borrow on behalf of the relevant Borrower, as the case may be, or for otherwise
acting in good faith under this subsection 2.1E, and upon funding of Loans by
any Lender in accordance with this Agreement pursuant to any such telephonic
notice such Borrower shall have effected Loans hereunder.



                                       53
<PAGE>

            (iv) Except as provided in subsection 2.6D, a Notice of Borrowing
for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be
irrevocable on and after the related Interest Rate Determination Date, and the
Borrower giving such notice shall be bound to make a borrowing in accordance
therewith, unless such Borrower pays to Lenders such amounts as may be due under
subsection 2.6E for failure of a borrowing of a Eurodollar Rate Loan, to occur
on the date specified therefor in a Notice of Borrowing (or telephonic notice in
lieu thereof).

            (v) Promptly after receipt of a Notice of Borrowing pursuant to this
subsection 2.1E (or telephonic notice in lieu thereof) with respect to any
Revolving Loans or Offshore Loans, Administrative Agent may (but shall not be
obligated to) calculate whether, before and after giving effect to the making of
the relevant Loans:

            (1) (A) the Total Utilization of Revolving Loan Commitments shall
            exceed (B) the Revolving Loan Commitments then in effect;

            (2)   any Domestic Borrower's Total Utilization of Revolving Loan
            Commitments shall exceed the Revolving Loan Commitments to such
            Domestic Borrower;

            (3)   the sum of the Total Utilization of UK Loan Commitments
            plus the Total Utilization of Australian Loan Commitments PLUS
                                                                      ----
            the Total Utilization of Italian Loan Commitments shall exceed
            the Aggregate Offshore Sublimit;

            (4)   the Total Utilization of UK Loan Commitments shall exceed
            the UK Loan Commitments then in effect;

            (5)   the Total Utilization of Australian Loan Commitments shall
            exceed the Australian Loan Commitments then in effect; and

            (6) the Total Utilization of Italian Loan Commitments shall exceed
            the Italian Loan Commitments then in effect.

In the event that Administrative Agent determines that any of the statements in
clauses (1) through (6) is true or will be true after giving effect to the
making of the relevant Loans, Administrative Agent shall deliver to each
Borrower written notice (a "LOAN LIMITATION NOTICE") thereof, and shall notify
each Lender promptly of its delivery of such notice.

            F.    DISBURSEMENT OF FUNDS.

            (i) All Term Loans, Revolving Loans and Offshore Loans under this
Agreement shall be made by Lenders simultaneously and proportionately to their
respective Pro Rata Shares of the Term Loan Commitments, Revolving Loan
Commitments, Australian Loan Commitments, Italian Loan Commitments or UK Loan
Commitments, as the case may be, it being understood that no Lender shall be
responsible for any default by any other Lender in that



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<PAGE>

other Lender's obligation to make a Term Loan, a Revolving Loan or an Offshore
Loan requested hereunder nor shall the Commitment of any Lender to make the
particular type of Loan requested be increased or decreased as a result of a
default by any other Lender in that other Lender's obligation to make a Loan
requested hereunder. Promptly after receipt of a Notice of Borrowing pursuant to
subsection 2.1E (or telephonic notice in lieu thereof) or the deemed receipt of
a Notice of Borrowing pursuant to subsection 2.8D, Administrative Agent shall
notify each Lender of the proposed borrowing. Except as provided in the next
succeeding sentence for Lenders designating a UK Lending Office, each Lender
shall make the amount of its Term Loan, Revolving Loan or Offshore Loan
available to Administrative Agent, in Same Day Funds, at the Domestic Funding
and Payment Office not later than 12:00 noon (New York time) on the Funding
Date. Each Lender which has designated a UK Lending Office shall make the amount
of its UK Loans available to UK Administrative Agent, in Same Day Funds, at the
UK Funding and Payment Office not later than 12:00 noon (London time) on the
Funding Date. Except as provided in subsection 2.1B (with respect to the
repayment of the Domestic Overdraft Amount), subsection 2.1D(ii) (with respect
to the repayment of any Offshore Overdraft Amount) and in subsection 2.8D (with
respect to the reimbursement of amounts drawn under Letters of Credit), upon
satisfaction or waiver of the conditions precedent specified in subsections 3.1
(in the case of the initial Loans) and 3.2 (in the case of all Loans),
Administrative Agent shall make the proceeds of such Term Loans, Revolving Loans
and Offshore Loans available to the Borrower requesting such Term Loans,
Revolving Loans or Offshore Loans on such Funding Date by causing an amount of
Same Day Funds equal to the proceeds of all such Term Loans, Revolving Loans or
Offshore Loans received by Administrative Agent to be credited to the account of
such Borrower at such office of Administrative Agent; PROVIDED that UK
Administrative Agent shall make the proceeds of funds received from Lenders
pursuant to the immediately preceding sentence available to the relevant UK
Offshore Borrower on such Funding Date by causing an amount of Same Day Funds
equal to such proceeds to be credited to the account of such UK Offshore
Borrower at the UK Funding and Payment Office.

            (ii) Unless Administrative Agent shall have been notified by any
Lender prior to any Funding Date that such Lender does not intend to make
available to Administrative Agent such Lender's Loan on such Funding Date,
Administrative Agent may assume that such Lender has made such amount available
to Administrative Agent on such Funding Date and Administrative Agent in its
sole discretion may, but shall not be obligated to, make available to the
applicable Borrower a corresponding amount on such Funding Date. If such
corresponding amount is not in fact made available to Administrative Agent by
such Lender, Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender together with interest thereon,
for each day from such Funding Date until the date such amount is paid to
Administrative Agent, at the customary rate set by Administrative Agent for the
correction of errors among banks for three Business Days and thereafter at the
Base Rate. If such Lender does not pay such corresponding amount forthwith upon
Administrative Agent's demand therefor, Administrative Agent shall promptly
notify the applicable Borrower, and such Borrower shall immediately pay such
corresponding amount to Administrative Agent. If such Borrower does not pay such
corresponding amount, Administrative Agent may require each Lender having
Revolving Loan Exposure to purchase a participation in the amount unpaid by such
Borrower in an amount equal to that Lender's Pro Rata Share of such unpaid
amount. Nothing in this subsection 2.1F shall be deemed to relieve any Lender
from its obligation to fulfill its Commitments hereunder or to prejudice any
rights which Borrower may have against any Lender as a result of any default by
such Lender hereunder.



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<PAGE>

            G.    THE REGISTER; NOTES.

            (i) Administrative Agent shall maintain, at its address referred to
            in subsection 10.10, a register for the inscription of the names and
            addresses of Lenders and the Commitments and Loans of each Lender
            from time to time (the "REGISTER"). Borrowers, Borrowers' Agent,
            Agents, and Lenders may treat each Person whose name is inscribed in
            the Register as a Lender hereunder for all purposes of this
            Agreement. The Register shall be available for inspection by
            Company, Borrowers, Borrowers' Agent, Agents or any Lender at any
            reasonable time and from time to time upon reasonable prior notice.

            (ii) Administrative Agent shall inscribe in the Register the
            Commitments and the Loans from time to time of each Lender, the
            amount of each Lender's participation in outstanding Letters of
            Credit and each repayment or prepayment in respect of the principal
            amount of the Loans of each Lender and the principal amount owing
            from time to time by Borrowers in respect of each Loan to each
            Lender of such Loan. Any such inscription shall be conclusive and
            binding on Borrowers and each Lender, absent manifest or
            demonstrable error; PROVIDED that failure to make any such
            inscription, or any error in such inscription, shall not affect any
            Borrower's Obligations in respect of the applicable Loans. The
            inscription in the Register of the principal amount owing from time
            to time by the Borrowers in respect of each Australian Loan shall
            constitute an unconditional and irrevocable covenant by each such
            Australian Offshore Borrower in favor of the Person whose name is so
            inscribed as the Lender in respect of such Loan that the Australian
            Offshore Borrower will make all payments of principal and interest
            in respect of the Australian Loan in accordance with this Agreement,
            make all other payments required by this Agreement to be made by it
            in respect of the Australian Loan and otherwise perform all of its
            obligations under this Agreement in full and by the due date.

            (iii) Each Lender shall record on its internal records (including,
            without limitation, any promissory note described in subsection
            2.1G(iv)) the amount of each Loan made by it and each payment in
            respect thereof and, in the case of a Lender with respect to each
            Offshore Loan made by it, the identity of the Offshore Borrower in
            respect thereof, the amount thereof and each Interest Period
            applicable thereto; PROVIDED that in the event of any inconsistency
            between the Register and any Lender's records, the inscriptions in
            the Register shall govern, absent manifest or demonstrable error.

            (iv) If so requested by any Lender by written notice to Domestic
            Borrowers (with a copy to Administrative Agent) at least two
            Business Days prior to the Closing Date or at any time thereafter,
            each Domestic Borrower shall execute and deliver to such Lender
            (and/or, if so specified in such notice, any Person who is an
            assignee of such Lender pursuant to subsection 10.2 hereof) on the
            Closing Date (or, if such notice is delivered after the Closing
            Date, promptly after such Domestic Borrower's receipt of such
            notice) a promissory note or promissory notes to evidence such
            Lender's Term Loan or Revolving Loans to such Domestic



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<PAGE>

            Borrower, substantially in the form of EXHIBIT IV or EXHIBIT V
            hereto, respectively. If so requested by any Lender having Italian
            Loan Exposure by written notice to O-I Italy and Avir (with a copy
            to Administrative Agent and Borrower's Agent) at least two Business
            Days' prior to the Closing Date or at any time thereafter, each of
            O-I Italy and Avir shall execute and deliver to such Lender (and/or,
            if so specified in such notice, any Person who is an assignee of
            such Lender pursuant to subsection 10.2 hereof) on the Closing Date
            (or, if such notice is delivered after the Closing Date, promptly
            after O-I Italy's, Avir's and Borrowers' Agent's receipt of such
            notice) a promissory note or promissory notes to evidence such
            Lender's Italian Loans, substantially in the form of Exhibit VI.
            Australian Loans shall be issued by the Australian Offshore
            Borrowers to the Lenders as debentures in inscribed form such issue
            to be effected by inscription of each Loan and the name of each
            Lender as described in this subsection 2.1G. Such inscription shall
            be made on behalf of the Australian Offshore Borrowers for the
            purposes of issuing the debentures. In addition, each Australian
            Offshore Borrower shall execute and deliver to each Lender having
            Australian Loan Exposure one or more Australian Loan Notes,
            substantially in the form of Exhibit VI, immediately after the
            making of the initial Australian Loans (or, in the case of any
            Additional Offshore Borrower, as a condition of becoming an
            Australian Offshore Borrower). In addition, from time to time, upon
            receipt of notice from any Lender (with a copy to Administrative
            Agent and Borrowers' Agent) each Australian Offshore Borrower shall
            execute and deliver additional Australian Loan Notes to any Person
            who is an assignee of a Lender pursuant to subsection 10.2 hereof.

            2.2   INTEREST ON THE LOANS.

            A.    RATE OF INTEREST.

            (i) Loans shall bear interest on the unpaid principal amount thereof
from the date made through maturity (whether by acceleration or otherwise) at a
rate determined by reference to the Base Rate or the Adjusted Eurodollar Rate.
Except to the extent that this Agreement specifically provides that certain
Revolving Loans and Offshore Loans must be made as Base Rate Loans, the
applicable basis for determining the rate of interest with respect to Term
Loans, Revolving Loans and Offshore Loans shall be selected by a Borrower at the
time such Borrower gives a Notice of Borrowing pursuant to subsection 2.1E (or
is deemed to have given a Notice of Borrowing pursuant to subsection 2.8D) or at
the time a Notice of Conversion/Continuation is given pursuant to subsection
2.2D. If on any day a Loan is outstanding with respect to which notice has not
been delivered to Administrative Agent in accordance with the terms of this
Agreement specifying the basis for determining the rate of interest, then for
that day that Loan shall bear interest determined by reference to the Base Rate.

            Term Loans, Revolving Loans and Offshore Loans shall bear interest
through maturity as follows:

                  (a)   if a Base Rate Loan, then at the sum of the Base Rate
            PLUS the Applicable Base Rate Margin per annum; or


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<PAGE>


                  (b)   if a Eurodollar Rate Loan, then at the sum of the
            Adjusted Eurodollar Rate PLUS the Applicable Eurodollar Margin;

PROVIDED, HOWEVER, in no event shall any interest be payable in respect of
Italian Loans which exceeds the amount permitted under applicable Italian law.

            B.    INTEREST PERIODS.

            In connection with each Eurodollar Rate Loan, the Borrower
requesting such Loan shall elect an interest period (each an "INTEREST Period")
to be applicable to such Loan, which Interest Period shall be a one, two, three
or six month period; PROVIDED that:

            (i) the initial Interest Period for any Eurodollar Rate Loan shall
            commence on the Funding Date in respect of such Loan, in the case of
            a Loan initially made as a Eurodollar Rate Loan, or on the date
            specified in the applicable Notice of Conversion/Continuation, in
            the case of a Loan converted to a Eurodollar Rate Loan;

            (ii) in the case of immediately successive Interest Periods
            applicable to a Eurodollar Rate Loan continued as such pursuant to a
            Notice of Conversion/Continuation or otherwise, each successive
            Interest Period shall commence on the day on which the next
            preceding Interest Period expires;

            (iii) if an Interest Period with respect to any Eurodollar Rate Loan
            would otherwise expire on a day which is not a Business Day, such
            Interest Period shall expire on the next succeeding Business Day;
            PROVIDED that if any such Interest Period would otherwise expire on
            a day which is not a Business Day but is a day of the month after
            which no further Business Day occurs in such month, such Interest
            Period shall expire on the next preceding Business Day;

            (iv) any Interest Period with respect to Eurodollar Rate Loans which
            begins on the last Business Day of a calendar month (or on a day for
            which there is no numerically corresponding day in the calendar
            month at the end of such Interest Period) shall end on the last
            Business Day of a calendar month;

            (v)   no Interest Period with respect to any Term Loan shall
            extend beyond the Term Loan Maturity Date;

            (vi) no Interest Period with respect to any Revolving Loan or any
            Offshore Loan shall extend beyond the Revolving Loan Commitment
            Termination Date;

            (vii) there shall be no more than 20 Interest Periods outstanding at
            any time with respect to Eurodollar Rate Loans to Domestic
            Borrowers; and there shall be no more than (a) 10 Interest Periods
            outstanding at any time with respect to UK Loans, (b) 15 Interest
            Periods outstanding at any time with respect to Australian Loans and
            (c) 2 Interest Periods outstanding at any time with respect to
            Italian Loans;

            (viii) in the event a Borrower fails to specify an Interest Period
            in the applicable Notice of Borrowing or Notice of
            Conversion/Continuation, such Borrower shall be deemed to have
            selected an Interest Period of one month; and



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<PAGE>

            (ix) with respect to Interest Periods commencing on the Closing Date
            only, Borrowers' Agent may elect Interest Periods equal to the
            unexpired duration of "Interest Periods" then in effect under the
            Existing Credit Agreement with respect to amounts not exceeding the
            principal amount of loans thereunder bearing interest for each such
            unexpired periods.

            C.    INTEREST PAYMENTS. Subject to subsection 2.2E, interest
shall be payable on the Loans as follows:

            (i) interest on each Base Rate Loan shall be payable in arrears on
            and to each March 15, June 15, September 15, and December 15 of each
            year, commencing on the first such date to occur after the Closing
            Date, upon prepayment of that Loan (to the extent accrued on the
            amount being prepaid) and at maturity; and

            (ii) interest on each Eurodollar Rate Loan shall be payable in
            arrears on and to each Interest Payment Date applicable to that
            Loan, upon any prepayment of that Loan (to the extent accrued on the
            amount being prepaid) and at maturity.

            D. CONVERSION OR CONTINUATION. Subject to the provisions of
subsection 2.6, the applicable Borrower shall have the option (i) to convert at
any time all or any part of its outstanding Term Loans or Revolving Loans equal
to $10,000,000 and integral multiples of $1,000,000 in excess of that amount
from Loans bearing interest at a rate determined by reference to one basis to
Loans bearing interest at a rate determined by reference to an alternative
basis, (ii) upon the expiration of any Interest Period applicable to a
Eurodollar Rate Loan to a Domestic Borrower, to continue all or any portion of
such Eurodollar Rate Loan equal to $10,000,000 and integral multiples of
$1,000,000 in excess of that amount as a Eurodollar Rate Loan, (iii) to convert
at any time all or any part of its outstanding Offshore Loans equal to
$5,000,000 and integral multiples of $1,000,000, from Loans bearing interest at
a rate determined by reference to one basis to Loans bearing interest at a rate
determined by reference to an alternative basis, or (iv) upon the expiration of
any Interest Period applicable to a Eurodollar Rate Loan, to continue as a
Eurodollar Rate Loan all or any portion of such Eurodollar Rate Loan equal to
$5,000,000 and integral multiples of $1,000,000, and the succeeding Interest
Period(s) of such continued Loan shall commence on the last day of the Interest
Period of the Loan to be continued, PROVIDED, HOWEVER, that a Eurodollar Rate
Loan may only be converted into a Base Rate Loan, on the expiration date of an
Interest Period applicable thereto; and PROVIDED, FURTHER, that, unless
Requisite Lenders otherwise agree, no outstanding Loan may be continued as, or
be converted into, a Eurodollar Rate Loan when any Event of Default has occurred
and is continuing.

            The applicable Borrower shall deliver a Notice of
Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New
York time) at least one Business Day in advance of the proposed
conversion/continuation date (in the



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<PAGE>

case of a conversion to a Base Rate Loan) or three Business Days in advance of
the proposed conversion/continuation date (in the case of a conversion to, or a
continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation
shall specify (i) the proposed conversion/continuation date (which shall be a
Business Day), (ii) the amount and Type of the Loan to be converted/continued,
(iii) the nature of the proposed conversion/continuation and (iv) in the case of
a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested
Interest Period. In lieu of delivering the above described Notice of
Conversion/Continuation, the applicable Borrower may give Administrative Agent
telephonic notice by the required time of any proposed conversion/continuation
under this subsection 2.2D; provided that such notice shall be promptly
confirmed in writing by delivery of a Notice of Conversion/Continuation to
Administrative Agent on or before the proposed conversion/continuation date.

            Administrative Agent shall not incur any liability to any Loan Party
in acting upon any telephonic notice referred to above which such Agent believes
in good faith to have been given by a duly authorized officer or other person
authorized to act on behalf of Borrower in connection with any telephonic notice
referred to above or for otherwise acting in good faith under this subsection
2.2D and upon conversion/continuation by such Agent in accordance with this
Agreement pursuant to any telephonic notice, such Borrower shall have effected a
conversion or continuation, as the case may be, hereunder.

            Except as provided in subsection 2.6D, a Notice of
Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate
Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after
the related Interest Rate Determination Date, and upon delivering a Notice of
Conversion/Continuation, the relevant Borrower, as the case may be, shall be
bound to convert or continue in accordance therewith, unless such Borrower pays
to Lenders such amounts as may be due under subsection 2.6E for failure of a
conversion to or continuation of any Eurodollar Rate Loan to occur on the date
specified therefor in a Notice of Conversion/Continuation (or telephonic notice
in lieu thereof).

            E. POST-MATURITY INTEREST. Any principal payments on the Loans not
paid when due and, to the extent permitted by applicable law, any interest
payments on the Loans not paid when due, in each case whether at stated
maturity, by notice of prepayment, by acceleration or otherwise, shall
thereafter bear interest payable upon demand at a rate equal to the sum of the
Base Rate PLUS the Applicable Base Rate Margin PLUS 2.00% per annum.

            F. COMPUTATION OF INTEREST. Interest on the Loans shall be computed
on the basis of a 360-day year, in each case for the actual number of days
elapsed in the period during which it accrues. In computing interest on any
Loan, the date of the making of the Loan or the first day of an Interest Period,
as the case may be, shall be included and the date of payment or the expiration
date of an Interest Period, as the case may be, shall be excluded; PROVIDED that
if a Loan is repaid on the same day on which it is made, one day's interest
shall be paid on that Loan.

            2.3   FEES

            A. EXTENSION FEE. On the Closing Date, Domestic Borrowers shall pay
to Administrative Agent (for distribution to each Existing Lender which is a
Lender hereunder), an extension fee based upon the sum of the Term Loans and the
Revolving Loan Commitments of



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<PAGE>

such Lender hereunder multiplied by a percentage agreed upon by Domestic
Borrowers and the Arrangers.

            B. FACILITY FEES. Domestic Borrowers shall pay, to Administrative
Agent (for distribution to each Lender in accordance with such Lender's Pro Rata
Share) facility fees with respect to the Revolving Loan Commitments, for the
period from and including the Closing Date to and excluding the Revolving Loan
Commitment Termination Date, equal to the daily average amount of the Revolving
Loan Commitments (without regard to the Total Utilization of Revolving Loan
Commitments at any time or from time to time), as the case may be, MULTIPLIED BY
0.50% per annum, such facility fees to be computed on the basis of a 360-day
year and to be payable in arrears on each Fee Payment Date for the three-month
period ending on the day prior to such Fee Payment Date, commencing on the first
such date to occur after the Closing Date, and on the Revolving Loan Commitment
Termination Date.

            C.    OTHER FEES. Domestic Borrowers agree to pay an annual
administrative fee to Administrative Agent and such other fees to Arrangers
and Agents, in each case in the amounts and at the times agreed upon between
Domestic Borrowers and the applicable Arranger or Agent.

            2.4   PREPAYMENTS AND PAYMENTS; REDUCTIONS IN COMMITMENTS

            A.    PREPAYMENTS.

            (i) VOLUNTARY PREPAYMENTS. Borrowers may, upon written or telephonic
            notice to Administrative Agent on or prior to 12:00 Noon (New York
            time) on the date of prepayment (in the case of Base Rate Loans) or
            three Business Days' prior written or telephonic notice (in the case
            of Eurodollar Rate Loans), which notice, if telephonic, shall be
            promptly confirmed in writing to Administrative Agent and which
            notice Administrative Agent will promptly transmit by telegram,
            telex or telephone to each Lender, at any time and from time to time
            prepay any Term Loan, Revolving Loan or Offshore Loan in whole or in
            part in an aggregate minimum amount of $5,000,000 and integral
            multiples of $1,000,000 in excess of that amount; PROVIDED, HOWEVER,
            that if a Eurodollar Rate Loan is prepaid on a date other than the
            last day of the Interest Period applicable thereto, the prepaying
            Borrower shall be liable for any payments required by subsection
            2.6E. Notice of prepayment having been given as aforesaid, the
            principal amount of the Loans specified in such notice shall become
            due and payable on the prepayment date.

            (ii) MANDATORY PREPAYMENTS OF LOANS AND MANDATORY REDUCTIONS OF
            REVOLVING LOAN COMMITMENTS. The Loans shall be prepaid and/or the
            Revolving Loan Commitments shall be permanently reduced in the
            amounts and under the circumstances set forth below:

                  (a) PREPAYMENTS FROM NET ASSET SALE PROCEEDS OTHER THAN THE
            HARBOR CAPITAL ASSET SALE. Except as provided in subsection
            2.4A(ii)(b), (i) no later than the third Business Day after the date
            of receipt by Company or any of its Domestic Subsidiaries (including
            Domestic Borrowers) of any Net Asset Sale



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<PAGE>

            Proceeds in respect of any Triggering Asset Sale by Company or any
            of its Domestic Subsidiaries (including Domestic Borrowers), (A)
            each Domestic Borrower shall prepay its Term Loan in an aggregate
            amount equal to the product of such Domestic Borrower's
            Proportionate Percentage of the Term Loans times the lesser of (x)
            the portion of the Net Asset Sale Proceeds permitted to be applied
            to the Loans under the terms of the Intercreditor Agreement and (y)
            the aggregate amount outstanding under the Term Loans and (B) the
            Revolving Loan Commitment to each Domestic Borrower shall be
            permanently reduced by an amount equal to the applicable Domestic
            Borrower's Proportionate Percentage of Revolving Loan Commitments
            multiplied by the positive difference between the Net Asset Sales
            Proceeds permitted to be applied to the Loans under the terms of the
            Intercreditor Agreement and amounts applied to the Term Loans under
            the foregoing clause (A); (ii) no later than the third Business Day
            after the receipt by any Offshore Borrower (other than an Italian
            Offshore Borrower) or its Wholly-Owned Subsidiary which is an
            Offshore Guarantor of any Net Asset Sale Proceeds in respect of any
            Triggering Asset Sale by such Offshore Borrower or such Offshore
            Guarantor, the applicable Offshore Sublimit for such Offshore
            Borrower shall be permanently reduced by an amount equal to the
            lesser of (x) the amount of the Offshore Sublimit and (y) the amount
            of Net Asset Sale Proceeds received by such Offshore Borrower or
            Wholly-Owned Subsidiary thereof and concurrently with such reduction
            (and prepayment if applicable), the Revolving Loan Commitments to
            Owens Brockway shall be permanently reduced by an amount equal to
            the reduction in the applicable Offshore Sublimit; and (iii) in the
            event of a Triggering Asset Sale by a foreign Wholly-Owned
            Subsidiary of Company that is not an Offshore Borrower or Offshore
            Guarantor, within one year after receipt by such Foreign Subsidiary
            of any Net Asset Sale Proceeds, if and to the extent such Net Asset
            Sale Proceeds may be repatriated (by reason of payment of
            intercompany note or otherwise) to the United States without (in the
            reasonable judgment of Company) resulting in a material or other tax
            liability to Company, (A) each Domestic Borrower shall prepay its
            Term Loan in an amount equal to the result of the following
            calculation: such Borrower's Proportionate Percentage of the Term
            Loans times the lesser of (x) the amount of such Net Asset Sales
            Proceeds and (y) the aggregate amount of the Term Loans outstanding
            and (B) the Revolving Loan Commitment to each Domestic Borrower
            shall be permanently reduced by an amount equal to the applicable
            Domestic Borrower's Proportionate Percentage of Revolving Loan
            Commitments multiplied by the positive difference between the Net
            Asset Sales Proceeds and amounts applied to the Term Loans under
            clause (A) above.

                  (b) PREPAYMENTS FROM HARBOR CAPITAL ASSET SALE.
            Notwithstanding the provisions of subsection 2.4A(ii)(a), no later
            than the first Business Day after the date of receipt by Company or
            any of its Domestic Subsidiaries (including Domestic Borrowers) of
            any Net Asset Sale Proceeds in respect of the Harbor Capital Asset
            Sale, O-I General FTS shall prepay its Term Loan in an amount equal
            to the lesser of (i) the greater of (A) the Net Asset Sale Proceeds
            from the Harbor Capital Asset Sale, and (B) an amount equal to
            $450,000,000 less the amount of any downward adjustment in the
            purchase price under the Harbor



                                       62
<PAGE>

            Capital Asset Sale Agreement, and (ii) the full amount outstanding
            under the Term Loan to OI General FTS. If the amounts calculated
            pursuant to clause (i), above exceed the amounts outstanding under
            the Term Loan to OI General FTS, each Domestic Borrower other than
            OI General FTS, shall also prepay its Term Loan no later than the
            first Business Day after the date of receipt by the Company or any
            Domestic Subsidiary (including Domestic Borrower) of Net Asset Sale
            Proceeds from the Harbor Capital Asset Sale, in an aggregate amount
            equal to the product of such Domestic Borrower's Proportionate
            Percentage of the Term Loans after the payment by OI General FTS
            under the preceding sentence times the lesser of the aggregate
            amount of the remaining Net Asset Sale Proceeds from the Harbor
            Capital Asset Sale and the aggregate amount outstanding under the
            Term Loans.

                  (c) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCE/CONDEMNATION
            PROCEEDS. No later than the third Business Day following the date of
            receipt by Administrative Agent or by Company or any of its Domestic
            Subsidiaries (including Domestic Borrowers) of any Net
            Insurance/Condemnation Proceeds that are required to be applied to
            prepay the Loans and/or reduce the Revolving Loan Commitments
            pursuant to the provisions of subsection 5.4B, (i) each Domestic
            Borrower shall prepay its Term Loans in an amount equal to the
            result of the following calculation: such Borrower's Proportionate
            Percentage of the Term Loans times the lesser of (A) the portion of
            the Net Insurance/Condemnation Proceeds permitted to be applied to
            the Loans under the terms of the Intercreditor Agreement and (B) the
            aggregate amount of the Term Loans and (ii) the Revolving Loan
            Commitment to each Domestic Borrower shall be permanently reduced by
            an amount equal to the applicable Domestic Borrower's Proportionate
            Percentage of Revolving Loan Commitments multiplied by the positive
            difference between the Net Insurance/Condemnation Proceeds permitted
            to be applied to the Loans under the terms of the Intercreditor
            Agreement and amounts applied to the Term Loans under clause (i) of
            this subsection.

                  (d) PREPAYMENTS AND REDUCTIONS FROM NET EQUITY SECURITIES
            PROCEEDS. No later than the third Business Day after the date of
            receipt by Holdings or Company or any of its Subsidiaries of any Net
            Equity Securities Proceeds, each Domestic Borrower shall prepay such
            Domestic Borrower's Term Loans in an amount equal to the result of
            the following calculation: such Domestic Borrower's Proportionate
            Percentage of the Term Loans multiplied by the lesser of (A) 50% of
            the Net Equity Securities Proceeds and (B) the aggregate amount of
            Term Loans.

                  (e) PREPAYMENTS AND REDUCTIONS FROM NET DEBT SECURITIES
            PROCEEDS OTHER THAN FROM RECEIVABLES SALE INDEBTEDNESS. No later
            than the third Business Day after the date of receipt by Holdings,
            Company or any of its Domestic Subsidiaries (including Domestic
            Borrowers) of any Net Debt Securities Proceeds (other than those
            arising from the issuance of Receivables Sale Indebtedness):



                                       63
<PAGE>

                  (1) Each Domestic Borrower shall prepay such Domestic
            Borrower's Term Loans hereunder, in an amount equal to the result of
            the following calculation: the product of such Domestic Borrower's
            Proportionate Percentage of Term Loans times the lesser of (A) the
            Net Debt Securities Proceeds and (B) the aggregate amount
            outstanding under the Term Loans; and

                  (2) After repayment in full of the Term Loans, the Revolving
            Loan Commitment to each Domestic Borrower shall be permanently
            reduced or converted to the Existing Senior Notes Redemption
            Sublimit in accordance with the following provisions:

                        (A) With respect to the first $650,000,000 of Net Debt
                  Securities Proceeds received in excess of the amount applied
                  to the Term Loans under clause (1) above, an amount equal to
                  the result of the following calculation shall be reserved
                  within the Revolving Loan Commitments with respect to each
                  Domestic Borrower as a subfacility thereunder (the "EXISTING
                  SENIOR NOTES REDEMPTION SUBLIMIT"): Domestic Borrower's
                  Proportionate Percentage of the Revolving Loan Commitments
                  multiplied by the lesser of (i) such Net Debt Securities
                  Proceeds MINUS the ----- amount of such Net Debt Securities
                  Proceeds used to redeem Existing Senior Notes maturing in 2004
                  and 2005, in forward order of maturity and (ii) the aggregate
                  Revolving Loan Commitments. The portion of the Revolving Loan
                  Commitments reserved to the Existing Senior Notes Redemption
                  Sublimit under the preceding sentence may be used solely to
                  redeem Existing Senior Notes maturing in 2004 and 2005, in
                  forward order of maturity. If, after giving effect to such
                  reservation, the Total Utilization of the Revolving Loan
                  Commitments exceeds the amount of the Revolving Loan
                  Commitments minus the aggregate Existing Senior Note
                  Redemption Sublimit for all Domestic Borrowers or any Domestic
                  Borrower's Total Utilization of the Revolving Loan Commitments
                  exceeds the Revolving Loan Commitment to such Domestic
                  Borrower minus the Existing Senior Notes Redemption Sublimit
                  for such Domestic Borrower, Domestic Borrowers shall
                  immediately prepay the Revolving Loans to the extent necessary
                  so that Total Utilization of the Revolving Loan Commitments
                  does not exceed the amount of the Revolving Loan Commitments
                  minus the aggregate Existing Senior Note Redemption Sublimit
                  and no Domestic Borrower's Total Utilization of the Revolving
                  Loan Commitments exceeds the Revolving Loan Commitment to such
                  Domestic Borrower minus the Existing Senior Notes Redemption
                  Sublimit for such Domestic Borrower.

                        (B) With respect to Net Debt Securities Proceeds from
                  the issuance of any New Senior Debt, in excess of the first




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                  $650,000,000 of Net Debt Securities Proceeds described in
                  clause (A), above, the Revolving Loan Commitments to each
                  Domestic Borrower shall be permanently reduced by an amount
                  equal to the result of the following calculation: such
                  Domestic Borrower's Proportionate Percentage of the Revolving
                  Loan Commitments multiplied by the lesser of (i) such Net Debt
                  Securities Proceeds from the issuance of such New Senior Debt
                  and (ii) the aggregate Revolving Loan Commitments.

                        (C) With respect to Net Debt Securities Proceeds from
                  the issuance of any Refinancing Senior Debt or New Junior
                  Debt, in excess of the first $650,000,000 in Net Debt
                  Securities Proceeds described in clause (A), above, an amount
                  equal to the result of the following calculation shall be
                  reserved within each Domestic Borrower's Revolving Loan
                  Commitment to the Existing Senior Notes Redemption Sublimit
                  for such Domestic Borrower for a period of 180 days: such
                  Domestic Borrower's Proportionate Percentage of the Revolving
                  Loan Commitments multiplied by the lesser of (i) such Net Debt
                  Securities Proceeds from the issuance of such Refinancing
                  Senior Debt or New Junior Debt and (ii) the aggregate
                  Revolving Loan Commitments. If, after giving effect to such
                  reservation, the Total Utilization of the Revolving Loan
                  Commitments exceeds the amount of the Revolving Loan
                  Commitments minus the aggregate Existing Senior Notes
                  Redemption Sublimit for all Domestic Borrowers or any Domestic
                  Borrower's Total Utilization of the Revolving Loan Commitments
                  exceeds the Revolving Loan Commitment to such Domestic
                  Borrower minus the Existing Senior Notes Redemption Sublimit
                  for such Domestic Borrower, Domestic Borrowers shall
                  immediately prepay the Revolving Loans to the extent necessary
                  so that Total Utilization of the Revolving Loan Commitments
                  does not exceed the amount of the Revolving Loan Commitments
                  minus the aggregate Existing Senior Note Redemption Sublimit
                  and no Domestic Borrower's Total Utilization of the Revolving
                  Loan Commitments exceeds the Revolving Loan Commitment to such
                  Domestic Borrower minus the Existing Senior Notes Redemption
                  Sublimit for such Domestic Borrower. To the extent that any
                  amounts reserved to the Existing Senior Notes Redemption
                  Sublimit hereunder are not utilized to redeem Existing Senior
                  Notes in forward order of maturity during the 180-day period
                  immediately following their reservation under the preceding
                  sentence, then immediately upon the expiration of such 180-day
                  period, the Revolving Loan Commitments to such Domestic
                  Borrower shall be permanently reduced by the amount reserved
                  to the Existing Senior Notes Redemption Sublimit under the
                  preceding sentence and not so utilized.


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<PAGE>

                  (f) PREPAYMENTS AND REDUCTIONS FROM NET DEBT SECURITIES
            PROCEEDS FROM RECEIVABLES SALE INDEBTEDNESS. No later than the third
            Business Day after the date of receipt by Holdings, Company or any
            of its Domestic Subsidiaries (including Domestic Borrowers) of any
            Net Debt Securities Proceeds arising from the issuance of
            Receivables Sale Indebtedness, the Revolving Loan Commitment of each
            Domestic Borrower shall be permanently reduced by an amount equal to
            the result of the following calculation: such Domestic Borrower's
            Proportionate Percentage of the Revolving Loan Commitments
            multiplied by the lesser of (i) such Net Debt Securities Proceeds
            from the issuance of such Receivables Sale Indebtedness permitted to
            be applied to the repayment of the Loans, pursuant to the
            Intercreditor Agreement and (ii) the aggregate Revolving Loan
            Commitments.

                  (g) Each Domestic Borrower shall make prepayments of its
            Revolving Loans to the extent necessary so that the aggregate
            outstanding principal amount of Revolving Loans to such Domestic
            Borrower at any time does not exceed the Revolving Loan Commitments
            then in effect to such Domestic Borrower. Domestic Borrowers shall
            also make such prepayments of Revolving Loans (and cause the
            relevant Offshore Borrowers in the case of Offshore Loans, to make)
            prepayments of the Revolving Loans, and Offshore Loans to the extent
            necessary so that (A) the Total Utilization of Revolving Loan
            Commitments at any time does not exceed the Revolving Loan
            Commitments then in effect and (B) no Domestic Borrower's Total
            Utilization of the Revolving Loan Commitments exceeds the Revolving
            Loan Commitments to such Domestic Borrower then in effect.

                  (h) Concurrently with any prepayment of the Loans and/or
            reduction of the Revolving Loan Commitments pursuant to subsections
            2.4A(ii)(a)-(f), Domestic Borrowers shall deliver to Administrative
            Agent an Officer's Certificate demonstrating the calculation of the
            amount of the applicable Net Asset Sale Proceeds, Net
            Insurance/Condemnation Proceeds, Net Equity Securities Proceeds or
            Net Debt Securities Proceeds, as the case may be, that gave rise to
            such prepayment and/or reduction. In the event that the Domestic
            Borrowers shall subsequently determine that the actual amount was
            greater than the amount set forth in such Officer's Certificate,
            Domestic Borrowers shall promptly cause an additional prepayment of
            the Loans (and/or, if applicable, the Revolving Loan Commitments
            shall be permanently reduced and/or the Existing Senior Notes
            Redemption Sublimit shall be increased, as the case may be) in an
            amount equal to the amount of such excess, and Domestic Borrowers
            shall concurrently therewith deliver to Administrative Agent an
            Officer's Certificate demonstrating the derivation of the additional
            amount resulting in such excess.

            (iii) APPLICATION OF PREPAYMENTS. Any voluntary prepayments pursuant
            to subsection 2.4A(i) shall be applied as specified by the
            applicable Borrower in the applicable notice of prepayment; provided
            that in the event the applicable Borrower fails to specify the Loans
            to which any such prepayment by it shall be applied, such prepayment
            shall be applied FIRST to repay outstanding Revolving Loans to the
            full extent thereof, SECOND to repay outstanding Term Loans to the


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<PAGE>

            full extent thereof, and third to the L/C Collateral Account until
            the L/C Collateral Account holds an amount equal to the Aggregate
            Available Amount (as defined in the Security Agreement); provided
            that if no order is specified, voluntary prepayments applicable to
            the Revolving Loans hereunder shall be applied pro rata among all
            Revolving Loans and, in the case of Offshore Borrowers, to prepay
            Offshore Loans. Any mandatory prepayments pursuant to subsections
            2.4A(ii)(a)-(f) shall be applied as set forth in such subsections;
            PROVIDED THAT, if at the time of such mandatory prepayment, the Term
            Loans have been repaid in full and the amount of such prepayment
            exceeds the Revolving Loan Commitments then in effect the amount by
            which such prepayment exceeds the Revolving Loan Commitments then in
            effect shall be applied to the L/C Collateral Account until the L/C
            Collateral Account holds an amount equal to the Aggregate Available
            Amount (as defined in the Security Agreement). Any mandatory
            prepayment of Term Loans, Revolving Loans or Offshore Loans shall be
            applied first to Base Rate Loans to the full extent thereof before
            application to Eurodollar Rate Loans as determined by Administrative
            Agent, in each case in a manner which minimizes the amount of any
            payments required to be made by the applicable Borrowers pursuant to
            subsection 2.6E. All prepayments of Eurodollar Rate Loans and
            Offshore Loans shall include payment of accrued interest on the
            principal amount so prepaid and shall be applied to payment of
            interest before application to principal.

            B. MANNER AND TIME OF PAYMENT. Except as provided in the immediately
succeeding sentence with respect to UK Loans and in subsection 2.7C or 2.8E, all
payments of principal, interest and fees hereunder and under the Loans by
Borrowers shall be made without defense, setoff, counterclaim or other deduction
and in Same Day Funds and delivered to Administrative Agent not later than 12:00
Noon (New York time) on the date due at the Domestic Funding and Payment Office
for the account of Lenders, in Dollars; funds received by Administrative Agent
after the applicable time shall be deemed to have been paid by the relevant
Borrower on the next succeeding Business Day. All payments with respect to UK
Loans by UK Borrowers shall be made without defense, setoff, counterclaim or
other deduction (except to the extent required by law) and in Same Day Funds and
delivered to UK Administrative Agent not later than 12:00 noon (London time) on
the date due at the UK Funding and Payment Office for the account of Lenders, in
Dollars; funds received by UK Administrative Agent after the applicable time
shall be deemed to have been paid by the relevant Borrower on the next
succeeding Business Day. UK Administrative Agent shall distribute to each Lender
having a UK Lending Office its Pro Rata Share of the amount so received to such
Lender's UK Lending Office and shall transfer the remaining balance to
Administrative Agent for distribution to all other Lenders. Company and each
Borrower hereby authorize Administrative Agent and the UK Administrative Agent
to charge their accounts with Administrative Agent or the UK Administrative
Agent, as the case may be, in order to cause timely payment to be made to
Administrative Agent or the UK Administrative Agent, as the case may be, of all
principal, interest and fees due hereunder (subject to sufficient funds being
available in its accounts for that purpose); PROVIDED that Administrative Agent
or the UK Administrative Agent, as the case may be, shall give Company or the
Borrower whose accounts are being so charged notice of such charges prior
thereto or as soon as reasonably practicable thereafter.


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<PAGE>

            C. APPORTIONMENT OF PAYMENTS. Aggregate principal and interest
payments in respect of Term Loans and Revolving Loans and, to the extent
payments are made by Borrowers after payments have been made by Lenders pursuant
to subsection 2.8E, payments in respect of Letters of Credit, shall be
apportioned among the Term Loans, Revolving Loans and Letters of Credit to which
such payments relate, and payments of the aggregate facility fees and Letter of
Credit commissions shall be apportioned ratably among Lenders, in each case
proportionally to their respective Pro Rata Shares. All principal and interest
payments in respect of the Domestic Overdraft Account shall be transferred to
and retained by Administrative Agent; PROVIDED that Administrative Agent shall
distribute to each Lender that has purchased a participation in amounts due with
respect to the Domestic Overdraft Account pursuant to subsection 2.1B such
Lender's Pro Rata Share of any payments subsequently received by Administrative
Agent in respect of such amounts due with respect to the Domestic Overdraft
Account. All principal and interest payments in respect of any Offshore
Overdraft Account shall be transferred to and retained by the relevant Offshore
Overdraft Account Provider; PROVIDED that such Offshore Overdraft Account
Provider shall transfer to the Administrative Agent that portion of any payments
subsequently received by such Offshore Overdraft Account Provider in respect of
amounts due with respect to such Offshore Overdraft Account necessary to permit
Administrative Agent to distribute to each Lender that has purchased a
participation in such amounts due pursuant to subsection 2.1D such Lender's Pro
Rata Share of such payments. Aggregate principal and interest payments in
respect of Offshore Loans shall be apportioned among the Offshore Loans to which
such payments relate, in each case proportionally to the relevant Lenders'
respective Pro Rata Shares. Subject to the provisions of subsection 2.4B
relating to amounts received by the UK Administrative Agent and to the last
sentence of subsection 2.8E, Administrative Agent (or, in the case of payments
received by any Issuing Lender from a Borrower after payments have been made to
such Issuing Lender by Lenders pursuant to subsection 2.8E, such Issuing Lender)
shall promptly distribute to each Lender, at its primary address set forth below
its name on the appropriate signature page hereof or at such other address as
any Lender may request, its share of all such payments in respect of Term Loans,
Revolving Loans, Letters of Credit, the Domestic Overdraft Account, the Offshore
Overdraft Accounts and Offshore Loans received by Administrative Agent (or such
Issuing Lender) and the facility fees of such Lender when received by
Administrative Agent pursuant to subsection 2.3B. Notwithstanding the foregoing
provisions of this subsection 2.4C, (i) with respect to any Lender which fails
to fund the purchase all or any part of its participation in a Letter of Credit
as required by subsection 2.8C, its participation in the Domestic Overdraft
Amount as required under subsection 2.1B or its participation in an Offshore
Overdraft Amount as required under subsection 2.1D (such Lender being a
"DEFAULTING PARTICIPATING LENDER"), all amounts which would otherwise be payable
or allocable to such Defaulting Participating Lender under this subsection 2.4C
shall instead be paid by Administrative Agent to the Issuing Lender (in the case
of a failure to fund the purchase of a participation in a Letter of Credit under
subsection 2.8E), Administrative Agent (in the case of a failure to fund the
purchase of a participation in the Domestic Overdraft Amount under subsection
2.1B) or the applicable Offshore Overdraft Account Provider (in the case of a
failure to fund a purchase of a participation in an Offshore Overdraft Amount
under subsection 2.1D) (each, a "RECIPIENT"), until such Recipient has received,
either pursuant to this proviso or otherwise from such Defaulting Participating
Lender, an amount equal to the amount such Defaulting Participating Lender
failed to so fund PLUS interest at the customary rate set by such Recipient for
the


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<PAGE>

correction of errors among banks for three Business Days and thereafter at the
Base Rate plus the Applicable Base Rate Margin (and in the case such Defaulting
Participating Lender is a Defaulting Participating Lender with respect to more
than one Recipient, such amounts shall be paid to such Recipients ratably in
accordance with amounts owed to such Recipients by such Defaulting Participating
Lender); (ii) if, pursuant to the provisions of subsection 2.6D, any Notice of
Borrowing or Notice of Conversion/Continuation is withdrawn as to any Affected
Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata
Share of Eurodollar Rate Loans, Administrative Agent shall give effect thereto
in apportioning payments received thereafter and (iii) after the occurrence of
an Event of Default and acceleration of the maturity of the Loans and amounts
available for drawing under Letters of Credit as provided in Section 7,
Administrative Agent shall apportion all payments received by it in the manner
specified in Section 7.

            D. PAYMENTS ON NON-BUSINESS DAYS. Whenever any payment to be made
hereunder or under the Notes shall be stated to be due on a day which is not a
Business Day, the payment shall be made on the next succeeding Business Day and
such extension of time shall be included in the computation of the payment of
interest hereunder or under the Notes or of the facility fees and other fees
hereunder, as the case may be.

            E. NOTATION OF PAYMENT. Each Lender agrees that before disposing of
any Note held by it, or any part thereof (other than by granting participations
therein or to a Federal Reserve Bank pursuant to subsection 10.2D), that Lender
will make a notation thereon of all Loans and principal payments previously made
thereon and of the date to which interest thereon has been paid and will notify
the Borrower obligated under such Note and Administrative Agent of the name and
address of the transferee of that Note; PROVIDED that the failure to make (or
any error in the making of) a notation of any Loan made under such Note or to
notify such Borrower or Administrative Agent of the name and address of such
transferee shall not limit or otherwise affect the obligation of such Borrower
hereunder or under such Note with respect to any Loan and payments of principal
or interest on any such Note.

            F. VOLUNTARY REDUCTIONS OF COMMITMENTS AND OFFSHORE Sublimits.
Borrowers' Agent shall have the right, at any time and from time to time, (i) to
terminate in whole or permanently reduce in part, without premium or penalty,
the Revolving Loan Commitments in an amount up to the amount by which the
Revolving Loan Commitments exceed the Total Utilization of Revolving Loan
Commitments at the time of such proposed termination or reduction, (ii) to
terminate in whole or reduce in part, without premium or penalty, the UK Loan
Commitments in an amount up to the amount by which the UK Loan Commitments
exceed the Total Utilization of UK Loan Commitments at the time of such proposed
termination or reduction, (iii) to terminate in whole or reduce in part, without
premium or penalty, the Australian Loan Commitments in an amount up to the
amount by which the Australian Loan Commitments exceed the Total Utilization of
Australian Loan Commitments at the time of such proposed termination or
reduction, (iv) to terminate in whole or reduce in part, without premium or
penalty, the Italian Loan Commitments in an amount up to the amount by which the
Italian Loan Commitments exceed the Total Utilization of Italian Loan
Commitments at the time of such proposed termination or reduction, and (v) prior
to the Closing Date, to terminate in whole or permanently reduce in part,
without premium or penalty, the Term Loan Commitments.


                                       69
<PAGE>

            The applicable Borrower shall give not less than three Business
Days' prior written notice to Administrative Agent designating the date (which
shall be a Business Day) of such termination or reduction and the amount of any
partial reduction. Promptly after receipt of a notice of such termination or
partial reduction, Administrative Agent shall notify each Lender of the proposed
termination or partial reduction. Such termination or partial reduction of any
of the Offshore Loan Commitments, the Revolving Loan Commitments or the Term
Loan Commitments shall be effective on the date specified in the notice
delivered by such Borrower and shall reduce the applicable Offshore Loan
Commitment, the Revolving Loan Commitment or the Term Loan Commitment, as the
case may be, of each Lender proportionately to its Pro Rata Share. Any such
partial reduction of the Revolving Loan Commitments or the Term Loan Commitments
shall be in an aggregate minimum amount of $5,000,000, and integral multiples of
$1,000,000 in excess of that amount; any such partial reduction of the Offshore
Loan Commitments shall be in an aggregate minimum amount of $5,000,000, and
integral multiples of $1,000,000 in excess of that amount.

            2.5   USE OF PROCEEDS

            A. TERM LOANS, INITIAL REVOLVING LOANS AND INITIAL OFFSHORE LOANS.
The proceeds of the Term Loans and the proceeds of Revolving Loans made on the
Closing Date shall be applied by Borrowers (i) to repay intercompany notes
issued to their respective parent corporations and further successively applied
by such parent corporations to pay intercompany notes issued to Holdings so as
to permit Holdings to repay all loans and other amounts due from Holdings under
the Existing Credit Agreement and (ii) to pay related fees and expenses
hereunder. The proceeds of the Offshore Loans made on the Closing Date shall be
applied to repay the Offshore Loans under the Existing Credit Agreement.

            B. OTHER REVOLVING LOANS AND OFFSHORE LOANS. The proceeds of any
subsequent Revolving Loans shall be used to provide for the working capital
requirements and general corporate purposes of Borrowers and their Subsidiaries,
which may include the payment of the Domestic Overdraft Amount pursuant to
subsection 2.1B, the reimbursement to any Issuing Lender of any amounts drawn
under any Letters of Credit issued by such Issuing Lender for the account of a
Domestic Borrower as provided in subsection 2.8D, the payment or prepayment of
the Term Loans, the making of intercompany loans to Company and its Subsidiaries
for their own general corporate purposes and the making of Restricted Junior
Payments permitted by subsection 6.5 except that the proceeds of any Revolving
Loans made under the Existing Senior Notes Redemption Sublimit may be used
solely to redeem the Existing Senior Notes. Except as permitted by the previous
sentence, amounts in the Existing Senior Notes Redemption Sublimit may not be
reborrowed. The proceeds of any Offshore Loans to any Offshore Borrower (other
than the Offshore Loans referred to in subsection 2.5A) shall be used to provide
for the working capital requirements and general corporate purposes of such
Offshore Borrower and its Subsidiaries, which may include the payment of
Offshore Overdraft Amounts pursuant to subsection 2.1D, the reimbursement to any
Issuing Lender of any amounts drawn under any Letters of Credit issued by such
Issuing Lender for the account of an Offshore Borrower as provided in subsection
2.8D and the making and repayment of intercompany loans to such Subsidiaries for
their own general corporate purposes.


                                       70
<PAGE>

            C. LETTERS OF CREDIT. Letters of Credit shall be issued solely for
the purposes specified in the definitions of Commercial Letter of Credit and
Standby Letter of Credit.

            D. MARGIN REGULATIONS. No portion of the proceeds of any borrowing
under this Agreement shall be used by any Borrower in any manner which would
cause the borrowing or the application of such proceeds to violate Regulation U,
Regulation T, or Regulation X of the Board of Governors of the Federal Reserve
System or any other regulation of such Board or to violate the Exchange Act, in
each case as in effect on the date or dates of such borrowing and such use of
proceeds.

            2.6   SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS

            Notwithstanding other provisions of this Agreement, the following
provisions shall govern with respect to Eurodollar Rate Loans as to the matters
covered:

            A. DETERMINATION OF INTEREST RATE. As soon as practicable after
11:00 A.M. (New York time) on each Interest Rate Determination Date with respect
to Eurodollar Rate Loans, Administrative Agent shall determine (which
determination shall, absent manifest or demonstrable error, be final, conclusive
and binding upon all parties) the interest rate which shall apply to the
Eurodollar Rate Loans for which an interest rate is then being determined for
the applicable Interest Period (subject to any changes in the Applicable
Eurodollar Margin pursuant to the terms of the definition thereof) and shall
promptly give notice thereof (in writing or by telephone confirmed in writing)
to the applicable Borrowers and to each Lender.

            B. SUBSTITUTED RATE OF BORROWING. In the event that on any Interest
Rate Determination Date any Lender (including Administrative Agent) shall have
determined (which determination shall, absent manifest or demonstrable error, be
final and conclusive and binding upon all parties but, with respect to the
following clauses (i) and (ii)(b), shall be made only after consultation with
the applicable Borrower and Administrative Agent) that:

            (i) by reason of any changes arising after the date of this
            Agreement affecting the Eurodollar market or affecting the position
            of that Lender in such market, adequate and fair means do not exist
            for ascertaining the applicable interest rate on the basis provided
            for in the definition of Adjusted Eurodollar Rate with respect to
            the Eurodollar Rate Loans as to which an interest rate determination
            is then being made; or

            (ii) by reason of (a) any change after the date hereof in any
            applicable law or governmental rule, regulation or order (or any
            interpretation thereof and including the introduction of any new law
            or governmental rule, regulation or order) or (b) other
            circumstances affecting that Lender or the Eurodollar market or the
            position of that Lender in such market (such as for example, but not
            limited to, official reserve requirements required by Regulation D
            or by the Bank of England, the Financial Services Authority or any
            other relevant monetary or regulatory authority to the extent not
            given effect in the Adjusted Eurodollar Rate), the Adjusted
            Eurodollar Rate shall not represent the effective pricing to that
            Lender for Dollar deposits of comparable amounts for the relevant
            period;


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<PAGE>

then, and in any such event, that Lender shall be an Affected Lender and it
shall promptly (and in any event as soon as possible after being notified of a
borrowing, conversion or continuation) give notice (by telephone confirmed in
writing) to the applicable Borrower and Administrative Agent (which notice
Administrative Agent shall promptly transmit to each other relevant Lender) of
such determination. Thereafter, the applicable Borrower shall pay to the
Affected Lender with respect to such Borrower's Eurodollar Rate Loans, upon
written demand therefor, such additional amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as the
Affected Lender in its sole discretion shall reasonably determine) as shall be
required to cause the Affected Lender to receive interest with respect to such
Affected Lender's Eurodollar Rate Loans for the Interest Period(s) following
that Interest Rate Determination Date at a rate per annum equal to the sum of
the effective pricing to the Affected Lender for Dollar deposits to make or
maintain its Eurodollar Rate Loans PLUS the Applicable Eurodollar Margin. A
certificate as to additional amounts owed the Affected Lender, showing in
reasonable detail the basis for the calculation thereof, submitted in good faith
to the relevant Borrower and Administrative Agent by the Affected Lender shall,
absent manifest or demonstrable error, be final and conclusive and binding upon
all of the parties hereto.

            C. REQUIRED TERMINATION AND PREPAYMENT. In the event that on any
date any Lender shall have reasonably determined (which determination shall,
absent manifest or demonstrable error, be final and conclusive and binding upon
all parties) that the making or continuation of its Eurodollar Rate Loans or
Offshore Loans has become unlawful by compliance by that Lender or its UK
Lending Office in good faith with any law, governmental rule, regulation or
order (whether or not having the force of law and whether or not failure to
comply therewith would be unlawful), then, and in any such event, that Lender
shall be an Affected Lender and it shall promptly give notice (by telephone
confirmed in writing) to the applicable Borrower, Administrative Agent (which
notice Administrative Agent shall promptly transmit to each Lender) of that
determination. Subject to the following subsection 2.6D, the obligation of the
Affected Lender to make or maintain its Eurodollar Rate Loans or Offshore Loans,
as the case may be, during any such period shall be terminated at the earlier of
the termination of the Interest Period then in effect or when required by law
and Domestic Borrowers or the relevant Offshore Borrower shall, no later than
the termination of the Interest Period in effect at the time any such
determination pursuant to this subsection 2.6C is made, or earlier when required
by law, repay the Eurodollar Rate Loans or Offshore Loans, as the case may be,
of the Affected Lender, together with all interest accrued thereon.

            D. OPTIONS OF BORROWERS. In lieu of paying an Affected Lender such
additional moneys as are required by subsection 2.6B or the prepayment of an
Affected Lender required by subsection 2.6C, Borrowers may exercise any one of
the following options:

            (i) If the determination by an Affected Lender relates only to
            Eurodollar Rate Loans then being requested by a Borrower pursuant to
            a Notice of Borrowing or a Notice of Conversion/Continuation, such
            Borrower may by giving notice (by telephone confirmed in writing) to
            Administrative Agent (who shall promptly give similar notice to each
            relevant Lender) no later than the date immediately prior to the
            date on which such Eurodollar Rate Loans are to be made, converted
            or continued, withdraw as to the Affected Lender that Notice of
            Borrowing or such Notice of Conversion/Continuation and such
            Affected Lender shall


                                       72
<PAGE>

            thereupon make or maintain its Pro Rata Share of the Eurodollar Rate
            Loan then being requested, converted or continued as a Base Rate
            Loan; or

            (ii) Upon written notice to Administrative Agent, the applicable
            Borrower may terminate the obligations of Lenders to make or
            maintain Loans as, and to convert Loans into, Eurodollar Rate Loans
            and, in any such event, the applicable Borrower shall, prior to the
            time any payment pursuant to subsection 2.6C is required to be made
            or, if the provisions of subsection 2.6B are applicable, at the end
            of the then current Interest Period, convert all of the Eurodollar
            Rate Loans into Base Rate Loans in the manner contemplated by
            subsection 2.2D but without satisfying the advance notice
            requirements therein; or

            (iii) The applicable Borrower may give notice (by telephone
            confirmed in writing) to the Affected Lender and Administrative
            Agent and require the Affected Lender to make the Eurodollar Rate
            Loan then being requested as a Base Rate Loan or to continue to
            maintain its outstanding Base Rate Loan then the subject of a Notice
            of Conversion/ Continuation as a Base Rate Loan or to convert its
            Eurodollar Rate Loans then outstanding that are so affected into
            Base Rate Loans at the end of the then current Interest Period (or
            at such earlier time as prepayment is otherwise required to be made
            pursuant to subsection 2.6C) in the manner contemplated by
            subsection 2.2D but without satisfying the advance notice
            requirements therein, that notice to pertain only to the Loans of
            the Affected Lender and to have no effect on the obligations of the
            other Lenders to make or maintain Eurodollar Rate Loans or to
            convert Base Rate Loans into Eurodollar Rate Loans.

            E. COMPENSATION. The applicable Borrower shall compensate each
Lender, upon written request by that Lender (which request shall set forth in
reasonable detail the basis for requesting such amounts), for all reasonable
losses, expenses and liabilities (including, without limitation, any interest
paid by that Lender to lenders of funds borrowed by it to make or carry its
Eurodollar Rate Loans, and any loss sustained by that Lender in connection with
the re-employment of such funds), which that Lender may sustain with respect to
Borrowers' Eurodollar Rate Loans: (i) if for any reason (other than a default by
that Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date
specified therefor in a Notice of Borrowing, a Notice of Conversion/Continuation
or a telephonic request for borrowing or conversion/continuation or a successive
Interest Period does not commence after notice therefor is given pursuant to
subsection 2.2D, (ii) if any prepayment or other principal payment of any of its
Eurodollar Rate Loans occurs on a date prior to the last day of the Interest
Period applicable to that Loan, (iii) if any prepayment of any of such Lender's
Eurodollar Rate Loans is not made on any date specified in a notice of
prepayment given by the applicable Borrower, or (iv) as a consequence of any
other default by such Borrower to repay such Lender's Eurodollar Rate Loans when
required by the terms of this Agreement.

            F. QUOTATION OF ADJUSTED EURODOLLAR RATE. Anything herein to the
contrary notwithstanding, if on any Interest Rate Determination Date no Adjusted
Eurodollar Rate is available by reason of the failure of all Reference Lenders
to provide offered quotations to Administrative Agent in accordance with the
definition of "Adjusted Eurodollar Rate,"


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<PAGE>

Administrative Agent shall give Borrowers and each Lender prompt notice thereof
and the Loans requested shall be made as Base Rate Loans.

            G. BOOKING OF LOANS. Any Lender may make, carry or transfer Loans
at, to, or for the account of, any of its branch offices or the office of an
Affiliate of that Lender. Each Lender (other than a Person exempt from Taxes
with respect to any payments to such Lender of interest payable by UK Offshore
Borrowers under the Loan Documents) shall endeavor to designate a UK Lending
Office for the making of its UK Loans, so long as such Lender may legally do so
at no more than nominal cost and such designation is consistent with such
Lender's internal policies.

            H. ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR RATE LOANS.
Calculation of all amounts payable to a Lender under this subsection 2.6 shall
be made with respect to Eurodollar Rate Loans, as though that Lender had
actually funded its relevant Eurodollar Rate Loan through the purchase of a
Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i)
of the definition of Adjusted Eurodollar Rate in an amount equal to the amount
of that Eurodollar Rate Loan and having a maturity comparable to the relevant
Interest Period and through the transfer of such Eurodollar deposit from an
offshore office of that Lender to a domestic office of that Lender in the United
States of America; PROVIDED that to the extent that a Lender designates a UK
Lending Office, it shall be assumed that such Eurodollar deposit was used to
directly fund the making of the UK Loan in England; PROVIDED, FURTHER, HOWEVER,
that each Lender may fund each of its Eurodollar Rate Loans in any manner it
sees fit and the foregoing assumptions shall be utilized only for the
calculation of amounts payable under this subsection 2.6.

            I. EURODOLLAR RATE LOANS AFTER DEFAULT. Unless Requisite Lenders
shall otherwise agree, after the occurrence of and during the continuance of an
Event of Default, no Borrower may elect to have a Loan be made or maintained as,
or converted to, a Eurodollar Rate Loan after the expiration of any Interest
Period then in effect for that Loan.

            J. AFFECTED LENDERS' OBLIGATION TO MITIGATE. Each Lender agrees
that, as promptly as practicable after it becomes aware of the occurrence of an
event or the existence of a condition that would cause it to be an Affected
Lender under subsection 2.6B or 2.6C, it will, to the extent not inconsistent
with such Lender's internal policies, use reasonable commercial efforts to make,
fund or maintain the affected Eurodollar Rate Loans of such Lender through
another lending office of such Lender if as a result thereof the additional
moneys which would otherwise be required to be paid in respect of such Loans
pursuant to subsection 2.6B would be materially reduced or the illegality or
other adverse circumstances which would otherwise require prepayment of such
Loans pursuant to subsection 2.6C would cease to exist and if, as determined by
such Lender, in its sole discretion, the making, funding or maintaining of such
Loans through such other lending office would not otherwise materially adversely
affect such Loans or such Lender. The applicable Borrower hereby agrees to pay
all reasonable expenses incurred by any Lender in utilizing another lending
office of such Lender pursuant to this subsection 2.6J.

            K. REPLACEMENT OF LENDER. If a Borrower receives a notice pursuant
to subsection 2.6B or 2.6C, so long as no Event of Default shall have occurred
and be continuing


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and the applicable Borrower has obtained a commitment from another Lender or an
Eligible Assignee to become a Lender for all purposes under this Agreement and
to assume all obligations of the Lender to be replaced, the applicable Borrower
may require the Lender giving such notice to assign all of its Loans, its
Commitments and its other Obligations to such other Lender or Eligible Assignee,
at par, pursuant to the provisions of subsection 10.2B; PROVIDED that, prior to
or concurrently with such replacement (i) the applicable Borrower has paid or
caused to be paid to the Lender giving such notice all principal, interest, fees
and other amounts due and owing to such Lender hereunder through such date of
replacement (including any amounts payable under subsection 2.6E), (ii) the
applicable Borrower has paid to Administrative Agent the processing and
recordation fee required to be paid by subsection 10.2B(i); and (iii) all of the
requirements for such assignment contained in subsection 10.2B, including,
without limitation, the receipt by Administrative Agent of an executed
Assignment and Acceptance and other supporting documents, have been fulfilled.

            L. CALCULATION OF SPOT RATES. On each Calculation Date with respect
to any Offshore Currency, the Administrative Agent shall determine the Spot Rate
as of such Calculation Date with respect to such Offshore Currency (it being
acknowledged and agreed that Administrative Agent shall use the Spot Rates so
calculated for the purposes of determining compliance with subsection 2.1C with
respect to any borrowing request). Any Spot Rate so determined shall become
effective on the first Business Day immediately following the relevant
Calculation Date (each, a "RESET DATE") and shall remain effective until the
next succeeding Reset Date. Administrative Agent shall promptly notify Borrowers
of each determination of a Spot Rate hereunder. No later than 10:30 A.M. (London
Time) on each Calculation Date with respect to Sterling, Administrative Agent
shall determine the Sterling Spot Rate as of such Calculation Date (it being
acknowledged and agreed that Administrative Agent shall use the Sterling Spot
Rates so calculated for the purposes of determining compliance with subsection
2.1C with respect to any borrowing request). Any Sterling Spot Rate so
determined shall become effective on the first Offshore Banking Day with respect
to Sterling immediately following the relevant Calculation Date (each, a
"STERLING RESET DATE") and shall remain effective until the next succeeding
Sterling Reset Date.

            2.7   CAPITAL ADEQUACY ADJUSTMENT; INCREASED COSTS; TAXES

            A. CAPITAL ADEQUACY. If any Lender shall have determined in good
faith that the adoption, effectiveness, phase-in or applicability (excluding any
adoption, effectiveness, phase-in or applicability published as of the Closing
Date and currently scheduled to take effect) after the date hereof of any law,
rule or regulation (or any provision thereof) regarding capital adequacy, or any
change therein or in the interpretation or administration thereof after the date
hereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Lender
(or its applicable lending office) with any guideline, request or directive
regarding capital adequacy (whether or not having the force of law) of any such
governmental authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on the capital of such Lender or any
corporation controlling such Lender as a consequence of, or with reference to,
such Lender's Loans or Commitments or Letters of Credit or participations
therein or other obligations hereunder to a level below that which such Lender
or such controlling corporation could have achieved but for such adoption,
effectiveness, phase-in, applicability, change or compliance


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(taking into consideration the policies of such Lender or such controlling
corporation with regard to capital adequacy), then from time to time, within
fifteen Business Days after receipt by Borrowers from such Lender of the
statement referred to in the next sentence, Borrowers shall pay (or cause the
applicable Offshore Borrower to pay) to such Lender such additional amount or
amounts as will compensate such Lender or such controlling corporation on an
after-tax basis for such reduction; PROVIDED that a Lender shall not be entitled
to avail itself of the benefit of this subsection 2.7A to the extent that any
such reduction in return was incurred more than six months prior to the time it
first makes a demand therefor, unless the circumstance giving rise to such
reduced return arose or became applicable retrospectively, in which case no time
limit shall apply (PROVIDED that such Lender has notified Borrowers within six
months from the date such circumstances arose or became applicable). Each
Lender, upon determining in good faith that any additional amounts will be
payable pursuant to this subsection 2.7A, will give prompt written notice
thereof to Borrowers' Agent (with a copy to Administrative Agent), which notice
shall set forth in reasonable detail the basis of the calculation of such
additional amounts.

            B. COMPENSATION FOR INCREASED COSTS AND TAXES. Subject to the
provisions of subsection 2.7C (which shall be conclusive with respect to the
matters covered thereby), in the event that any Lender shall determine in good
faith (which determination shall, absent manifest or demonstrable error, be
final and conclusive and binding upon all parties hereto) that any law, treaty
or governmental rule, regulation or order, or any change therein or in the
interpretation, administration or application thereof (including the
introduction of any new law, treaty or governmental rule, regulation or order),
or any determination of a court or governmental authority, in each case that is
adopted after the date hereof, or compliance by such Lender with any guideline,
request or directive issued or made after the date hereof by any central bank or
other governmental or quasi-governmental authority, including, without
limitation, any agency of the European Monetary Union (whether or not having the
force of law):

            (i) subjects such Lender (or its applicable lending office) to any
            additional Tax (other than any Excluded Tax or Covered Tax subject
            to subsection 2.7C) with respect to this Agreement or any of the
            Loans or any of its obligations hereunder, or changes the basis of
            taxation of payments to such Lender (or its applicable lending
            office) of principal, interest, fees or any other amount payable
            hereunder;

            (ii) imposes, modifies or holds applicable any reserve (including
            without limitation any marginal, emergency, supplemental, special or
            other reserve), special deposit, compulsory loan, FDIC insurance or
            similar requirement against assets held by, or deposits or other
            liabilities in or for the account of, or advances or loans by, or
            other credit extended by, or any other acquisition of funds by, any
            office of such Lender (other than any such reserve or other
            requirements with respect to Eurodollar Rate Loans that are
            reflected in the definition of Adjusted Eurodollar Rate); or

            (iii) imposes any other condition on or affecting such Lender (or
            its applicable lending office) or its obligations hereunder or the
            interbank Eurodollar market, other than with respect to Taxes;


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<PAGE>

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining Loans hereunder or to reduce any amount
received or receivable by such Lender (or its applicable lending office) with
respect thereto; then, in any such case, Domestic Borrowers shall promptly pay
(or cause the applicable Offshore Borrower to promptly pay) to such Lender, upon
written demand and receipt of the written notice referred to below, such
additional amount or amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender in its
sole discretion shall determine) as may be necessary to compensate such Lender
on an after-tax basis for any such increased cost or reduction in amounts
received or receivable hereunder; PROVIDED that any increased cost arising as a
result of any of the foregoing other than in respect of Taxes shall apply only
to Eurodollar Rate Loans; PROVIDED FURTHER that a Lender shall not be entitled
to avail itself of the benefit of this subsection 2.7B to the extent that any
such increased cost or reduction was incurred more than six months prior to the
time it gives notice to Borrowers' Agent (as provided in the next sentence) of
the relevant circumstance, unless such circumstance arose or became applicable
retrospectively, in which case no time limit shall apply (PROVIDED that such
Lender has notified Borrowers' Agent within six months from the date such
circumstances arose or became applicable). Such Lender shall deliver to
Borrowers' Agent a written notice, setting forth in reasonable detail the basis
for calculating the additional amounts owed to such Lender under this subsection
2.7B, which statement shall be conclusive and binding upon all parties hereto
absent manifest or demonstrable error. If any event described above would
otherwise result in any Lender (or its applicable lending office) being subject
to any additional Tax or other cost for which a Borrower would be required to
indemnify such Lender under the provisions of this subsection 2.7, then such
Lender shall use its reasonable efforts to avoid the imposition of such Taxes or
other costs if doing so would not, in the reasonable judgment of such Lender, be
otherwise adverse to such Lender.

            C. WITHHOLDING OF TAXES.

            (i) PAYMENTS TO BE FREE AND CLEAR. Except to the extent required by
            law, all sums payable by any Borrower under this Agreement and the
            other Loan Documents shall be paid free and clear of and without any
            deduction or withholding on account of any Covered Tax imposed,
            levied, collected, withheld or assessed by or within the United
            States of America or any political subdivision in or of the United
            States of America or any other jurisdiction from or to which a
            payment is made by or on behalf of such Borrower or in respect of
            any participation by any Lender in any Obligation or by any
            federation or organization of which the United States of America or
            any such jurisdiction is a member at the time of payment.

            (ii) WITHHOLDING IN RESPECT OF PAYMENTS. If any Borrower or any
            other Person is required by law to make any deduction or withholding
            on account of any Covered Tax from any sum paid or payable by such
            Borrower or other Person to Administrative Agent or any Lender under
            any of the Loan Documents:

                  (a) such Borrower shall notify Administrative Agent of any
            such requirement or any change in any such requirement as soon as
            such Borrower becomes aware of it;


                                       77
<PAGE>

                  (b) such Borrower shall pay any such Covered Tax before the
            date on which penalties attach thereto, such payment to be made (if
            the liability to pay is imposed on a Borrower) for its own account
            or (if that liability is imposed on Administrative Agent or such
            Lender, as the case may be) on behalf of and in the name of
            Administrative Agent or such Lender;

                  (c) (1) with respect to any Borrower other than an Australian
            Offshore Borrower, in the event such Tax is a Covered Tax, the sum
            payable by such Borrower in respect of which the relevant deduction,
            withholding or payment is required shall be increased to the extent
            necessary to ensure that, after the making of that deduction,
            withholding or payment, Administrative Agent or such Lender, as the
            case may be, receives on the due date and retains (free from any
            liability in respect of any such deduction, withholding or payment)
            a net sum equal to what it would have received and so retained had
            no such deduction, withholding or payment in respect of Covered
            Taxes been required or made; and (2) solely with respect to any
            Australian Offshore Borrower and amounts payable thereby, in the
            event such Tax is a Covered Tax, such Australian Offshore Borrower
            shall pay an additional amount by way of indemnity so that the
            Administrative Agent or such Lender, as the case may be, receives on
            the due date and retains (free and clear of any Tax on such
            additional amount) the full amount it would have received and so
            retained and had no such deduction, withholding or payment in
            respect of Covered Taxes been required or made; each Australian
            Borrower (y) acknowledges that its indemnity under paragraph (c) is
            a separate and independent obligation from its obligation to pay
            interest in respect of Australian Offshore Loans, and is not
            discharged by reason of its withholding amounts on account of
            Australian withholding tax and remitting those amounts to the
            Australian taxation authorities, and (z) subject to subsection
            2.7C(iii) below, waives any right which it may have (whether under
            statute or otherwise) to be reimbursed by any Lender or Agent for
            any amounts which it may from time to time pay under that indemnity;
            and

                  (d) within 30 days after paying any sum from which it is
            required by law to make any deduction or withholding, and within 30
            days after the due date of payment of any Tax which it is required
            by clause (b) above to pay, such Borrower shall deliver to
            Administrative Agent evidence reasonably satisfactory to the other
            affected parties of such deduction, withholding or payment and of
            the remittance thereof to the relevant taxing or other authority;

      PROVIDED that no such additional amount shall be required to be paid to
      any Lender under clause (c) above except to the extent that any change
      after the date hereof in any such requirement for a deduction, withholding
      or payment as is mentioned in clause (c) above shall result in an increase
      in the rate of such deduction, withholding or payment from that in effect
      at the date of this Agreement in respect of payments to such Lender. The
      provisions of this subsection 2.7C(ii) apply to any Australian interest
      withholding tax (including fines and penalties), whether:

            (1)   deducted or remitted by an Australian Offshore Borrower, or


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            (2)   otherwise recovered by the Australian taxation authorities
                  from an Australian Offshore Borrower, or

            (3)   paid directly by a Lender to the Australian taxation
                  authorities, or

            (4)   recovered by the Australian taxation authorities either
                  directly from a Lender or from amounts payable by a Person in
                  Australia to a Lender.

            (iii) TAX REFUND. If any Borrower determines in good faith that a
            reasonable basis exists for contesting a Covered Tax, the relevant
            Lender or Tax Transferee or Administrative Agent, as applicable,
            shall cooperate with such Borrower (but shall have no obligation to
            disclose any confidential information, unless arrangements
            satisfactory to the relevant Lender have been made to preserve the
            confidential nature of such information) in challenging such Tax at
            such Borrower's expense if requested by such Borrower (it being
            understood and agreed that none of Administrative Agent or any
            Lender shall have any obligation to contest, or any responsibility
            for contesting, any Tax). If a Lender shall become aware that it is
            entitled to receive a refund (whether by way of a direct payment or
            by offset) in respect of a Covered Tax paid by a Borrower, it shall
            promptly notify such Borrower of the availability of such refund
            (unless it was made aware of such refund by a Borrower) and shall,
            within 30 days after the receipt of a request from such Borrower,
            apply for such refund at such Borrower's sole expense. If any
            Lender, Tax Transferee or Administrative Agent, as applicable,
            receives a refund (whether by way of a direct payment or by offset)
            of any Covered Tax for which a payment has been made pursuant to
            this subsection 2.7C or subsection 2.7B which, in the reasonable
            good faith judgment of such Lender, Tax Transferee or Administrative
            Agent, as the case may be, is allocable to such payment made under
            this subsection 2.7C or subsection 2.7B, the amount of such refund
            (together with any interest received thereon) shall be paid to such
            Borrower to the extent payment has been made in full as and when
            required pursuant to this subsection 2.7C or subsection 2.7B.

            (iv) TAX CERTIFICATES. (1) Each Lender that is organized under the
            laws of any jurisdiction other than the United States or any state
            or other political subdivision thereof shall deliver to
            Administrative Agent for transmission to Domestic Borrowers, on or
            prior to the Closing Date (in the case of each Lender listed on the
            signature pages hereof) or on the date of the Assignment and
            Acceptance pursuant to which it becomes a Lender (in the case of
            each other Lender), and at such other times as may be necessary in
            the determination of Borrowers' Agent or Administrative Agent (each
            in the reasonable exercise of its discretion), such certificates,
            documents or other evidence, properly and accurately completed and
            duly executed by such Lender (including, without limitation,
            Internal Revenue Service Form W-8BEN or Form W-8ECI or any other
            certificate or statement of exemption required by Treasury
            Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any
            successor thereto) to establish that such Lender is not subject to
            deduction or withholding of United States federal income tax under
            Section 1441 or 1442 of the Internal Revenue Code or otherwise (or
            under any


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<PAGE>

            comparable provisions of any successor statute) with respect to any
            payments to such Lender of principal, interest, fees or other
            amounts payable under any of the Loan Documents and shall deliver to
            the appropriate Person upon request such other certificates,
            documents or other evidence as may be required from time to time,
            properly completed and duly executed by such Lender, to establish
            the basis for any applicable exemption from or reduction of Taxes
            with respect to any payments to such Lender of principal, interest,
            fees, commissions or any other amount payable under any of the Loan
            Documents, and (2) each Lender (other than a Person exempt from
            Taxes with respect to any payments to such Lender of interest
            payable by UK Offshore Borrowers under the Loan Documents) shall
            deliver to the appropriate Person such application forms,
            certificates, documents or other evidence as may be reasonably
            requested from time to time by UK Offshore Borrowers, properly
            completed and duly executed by such Lender, to enable UK Offshore
            Borrowers, to the extent permitted by applicable law, to be able to
            pay interest on the UK Loans of such Lender without withholding or
            deduction, or at reduced rates of withholding or deduction, for or
            on account of any UK income tax.

            Each Arranger will co-operate with the Australian Offshore
            Borrowers, and it will do, or provide such other things as may be
            reasonably requested by the Australian Offshore Borrowers, in
            connection with the offer of the Australian Loans and the Australian
            Loan Notes, to the extent necessary to demonstrate that the
            Australian Loans and the Australian Loan Notes were offered for
            issue and sale in such a manner that will allow that payment of
            interest (as defined in section 128A(1AB) of the Income Tax
            Assessment Act 1936 of Australia) on the Australian Loans and the
            Australian Loan Notes to be exempt from withholding tax under
            section 128F of that act. Each Arranger will provide any factual
            information relating to the issue and sale of the Australian Loans
            and Australian Loan Notes in its possession or which it is
            reasonably able to provide and which is reasonably requested by the
            Australian Offshore Borrowers in order to assist in demonstrating
            that the public offer test under section 128F of the Income Tax
            Assessment Act 1936 of Australia has been satisfied in relation to
            the Australian Loans and the Australian Loan Notes and payments of
            interest under the Australian Loans and the Australian Loan Notes
            will be exempt from withholding tax under that provision.

            D. REPLACEMENT OF LENDER. If any Borrower receives a notice pursuant
to subsections 2.7A, 2.7B or 2.7C, so long as no Event of Default shall have
occurred and be continuing and such Borrower has obtained a commitment from
another Lender or an Eligible Assignee to become a Lender for all purposes under
this Agreement and to assume all obligations of the Lender to be replaced, such
Borrower may require the Lender giving such notice to assign all of its Loans,
its Commitments and its other Obligations to such other Lender or Eligible
Assignee, at par, pursuant to and in accordance with the provisions of
subsection 10.2B; PROVIDED that, prior to or concurrently with such replacement
(i) the applicable Borrower has paid or caused to be paid to the Lender giving
such notice all principal, interest, fees and other amounts due and owing to
such Lender hereunder through such date of replacement (including any amounts
payable under subsection 2.6E), (ii) the applicable Borrower has paid to


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Administrative Agent the processing and recordation fee required to be paid
pursuant to subsection 10.2B(i); and (iii) all of the requirements for such
assignment contained in subsection 10.2B, including, without limitation, the
receipt by Administrative Agent of an executed Assignment and Acceptance and
other supporting documents, have been fulfilled.

            2.8   LETTERS OF CREDIT

            A.    LETTERS OF CREDIT. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of Company and
Borrowers set forth herein, Borrowers' Agent may request on behalf and for the
account of any Borrower (other than either Italian Offshore Borrower; PROVIDED,
HOWEVER, Borrowers' Agent may request that a Letter of Credit be issued for the
account of Owens-Brockway which will support an obligation of an Italian
Offshore Borrower), in accordance with the provisions of this subsection 2.8A,
in addition to requesting that Lenders make Loans pursuant to subsection 2.1,
that on and after the Closing Date one or more Issuing Lenders issue, and one or
more Issuing Lenders will issue, subject to the terms and conditions hereof,
Standby Letters of Credit and Commercial Letters of Credit for the account of
such Borrower. Issuances of Letters of Credit shall be subject to the following
limitations:

            (i) Borrowers' Agent shall not request that any Lender issue, and no
            Lender shall have any obligation hereunder to issue, any Letter of
            Credit if, after giving effect to such issuance, (A) the Total
            Utilization of Revolving Loan Commitments would exceed the Revolving
            Loan Commitments then in effect or (B) the Domestic Borrower's Total
            Utilization of Revolving Loan Commitments would exceed the Revolving
            Loan Commitments for any Domestic Borrower then in effect;

            (ii) Borrowers' Agent shall not request that any Lender issue and no
            Lender shall have any obligation hereunder to issue, any Letter of
            Credit for the account of any Offshore Borrower if, after giving
            effect to such issuance (A) the Total Utilization of Revolving Loan
            Commitments would exceed the Revolving Loan Commitments then in
            effect; (B) (i) the Total Utilization of UK Loan Commitments would
            exceed the UK Loan Commitments then in effect; (ii) the Total
            Utilization of Australian Loan Commitments would exceed the
            Australian Loan Commitments then in effect; or (iii) the Total
            Utilization of Italian Loan Commitments would exceed the Italian
            Loan Commitments then in effect; or (C) the sum of the Total
            Utilization of UK Loan Commitments, PLUS the Total Utilization of
            Italian Loan Commitments PLUS the Total Utilization of Australian
            Loan Commitments would exceed the Aggregate Offshore Sublimit;

            (iii) In no event shall any Issuing Lender issue (w) any Letter of
            Credit having an expiration date later than ten days prior to the
            Revolving Loan Commitment Termination Date; (x) subject to the
            foregoing clause (w), any Standby Letter of Credit having an
            expiration date more than one year after its date of issuance;
            PROVIDED that, subject to the foregoing clause (w) and to subsection
            2.8A(iv), this clause (x) shall not prevent any Issuing Lender from
            issuing a Standby Letter of Credit having an expiration date up to
            two years after its date of issuance if such


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<PAGE>

            Standby Letter of Credit will be used by the applicable Borrower in
            connection with, or in lieu of, posting an appeal bond; PROVIDED,
            FURTHER that, subject to the foregoing clause (w), this clause (x)
            shall not prevent any Issuing Lender from agreeing that a Standby
            Letter of Credit will automatically be extended annually for a
            period not to exceed one year unless such Issuing Lender gives
            notice that it will not extend; PROVIDED, FURTHER that such Issuing
            Lender shall deliver a written notice to Administrative Agent
            setting forth the last day on which such Issuing Lender may give
            notice that it will not extend (the "NOTIFICATION DATE" with respect
            to such Standby Letter of Credit) at least ten Business Days prior
            to such Notification Date; and PROVIDED, FURTHER that, unless
            Requisite Lenders otherwise consent, such Issuing Lender shall give
            notice that it will not extend if it has knowledge that an Event of
            Default has occurred and is continuing on such Notification Date; or
            (y) any Commercial Letter of Credit (1) having a tenor other than
            sight or (2) having an expiration date which is more than 180 days
            after its date of issuance or which is less than 30 days prior to
            the Revolving Loan Commitment Termination Date or which is otherwise
            unacceptable to such Issuing Lender in its reasonable discretion;

            (iv) Borrowers' Agent shall not request that any Issuing Lender
            issue, and no Lender shall have any obligation hereunder to issue,
            any Standby Letter of Credit having an expiration date more than one
            year after its date of issuance which will be used by a Borrower in
            connection with, or in lieu of, posting an appeal bond if, after
            giving effect to such issuance, the Letter of Credit Usage in
            respect of all such Standby Letters of Credit would exceed
            $25,000,000;

            (v) Borrowers' Agent shall not request that any Issuing Lender
            issue, and no Lender shall have any obligation hereunder to issue,
            any Standby Letter of Credit of the type described in clause (i),
            (v), (vi) or (ix) of the definition thereof for the purpose of
            supporting Indebtedness of Holdings, if after giving effect to such
            issuance, the Letter of Credit Usage in respect of all such Standby
            Letters of Credit would exceed $100,000,000; and

            (vi) Borrowers' Agent shall not request that any Issuing Lender
            issue, and no Lender shall have any obligation hereunder to issue,
            any Letter of Credit if, after giving effect to such issuance, the
            Letter of Credit Usage in respect of all Letters of Credit would
            exceed $500,000,000.

            The issuance of any Letter of Credit in accordance with the
provisions of this subsection 2.8 shall be given effect in the calculation of
the Total Utilization of Revolving Loan Commitments and shall require the
satisfaction of each condition set forth in subsections 3.1, 3.2 and 3.3.

            Domestic Borrowers and Lenders agree that any Letter of Credit
issued by any Issuing Lender as a "Letter of Credit" (as defined in the Existing
Credit Agreement) pursuant to the Existing Credit Agreement and outstanding as
of the Closing Date (each such letter of credit being referred to herein as an
"EXISTING LETTER OF CREDIT") shall for all purposes of this Agreement be deemed
to have been issued as a Letter of Credit as of the Closing Date for the


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joint and several account of Domestic Borrowers under and pursuant to the terms
of this Agreement, and all fees payable under subsection 2.8F with respect to
such Existing Letters of Credit shall accrue from and after the Closing Date.
All Existing Letters of Credit as of the date hereof are described in SCHEDULE E
annexed hereto.

            Immediately upon the issuance of any Letter of Credit by an Issuing
Lender, each Lender other than such Issuing Lender shall be deemed to, and
hereby agrees to, have irrevocably purchased from such Issuing Lender a
participation in such Letter of Credit and drawings thereunder in an amount
equal to such Lender's Pro Rata Share of the maximum amount which is or at any
time may become available to be drawn thereunder.

            B. NOTICE OF REQUEST FOR ISSUANCE. Whenever a Borrower desires the
issuance of a Letter of Credit, it shall cause Borrowers' Agent to deliver to
Administrative Agent and to the Lender which the Borrowers' Agent has requested
to issue such Letter of Credit a Notice of Request for Issuance of Letter of
Credit no later than 1:00 P.M. (New York time) at least five Business Days, or
such shorter period as may be agreed to by an Issuing Lender in any particular
instance, in advance of the proposed date of issuance. The Notice of Request for
Issuance of Letter of Credit shall specify (i) the Borrower for whose account
the Letter of Credit has been requested in accordance with subsection 2.8A, (ii)
the proposed date of issuance (which shall be a business day under the laws of
the jurisdiction of the Issuing Lender), (iii) the face amount of the Letter of
Credit, (iv) in the case of a Letter of Credit which the Borrowers' Agent
requests to be denominated in a currency other than Dollars, the currency in
which the Borrowers' Agent requests such Letter of Credit to be issued, (v) the
expiration date of the Letter of Credit, (vi) the name and address of the
beneficiary, and (vii) the Lender which the Borrowers' Agent has requested to
issue such Letter of Credit (which, in the case of a request for the account of
an Offshore Borrower, shall be subject to the limitations set forth in the
definition of "Issuing Lender"); and such Notice of Request for Issuance of
Letter of Credit shall further certify that subsection 3.2B is satisfied on and
as of the date of issuance of such Letter of Credit. As soon as practicable
after delivery of such notice with respect to any Letter of Credit, the Issuing
Lender for such Letter of Credit shall be determined as provided in subsection
2.8C(ii). Prior to the date of issuance, the Borrowers' Agent shall specify a
precise description of the documents and the verbatim text of any certificate to
be presented by the beneficiary which, if presented by the beneficiary prior to
the expiration date of the Letter of Credit, would require the Issuing Lender to
make payment under the Letter of Credit; PROVIDED that the Issuing Lender, in
its sole reasonable judgment, may require changes in any such documents and
certificates. In determining whether to pay under any Letter of Credit, the
Issuing Lender shall be responsible only to determine that the documents and
certificates required to be delivered under that Letter of Credit have been
delivered and that they comply on their face with the requirements of that
Letter of Credit.

            C. DETERMINATION OF ISSUING LENDER.

            (i) Subject to the limitations set forth in the definition of
            "Issuing Lender," Borrowers' Agent may request any Lender to issue a
            Letter of Credit and, upon receipt by a Lender of a notice from
            Borrowers' Agent pursuant to subsection 2.8B requesting the issuance
            of a Letter of Credit, such Lender shall promptly notify the
            Borrowers' Agent and Administrative Agent whether or not, in its
            sole


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            discretion, it has elected to issue such Letter of Credit. If such
            Lender elects to issue such Letter of Credit, such Lender shall be
            the Issuing Lender with respect thereto. If such Lender declines to
            issue such Letter of Credit, the Borrowers' Agent may, subject to
            the limitations set forth in the definition of "Issuing Lender,"
            request any other Lender to issue such Letter of Credit, by
            delivering the notice described in subsection 2.8B to such Lender.
            In the event that all Lenders shall have declined to issue such
            Letter of Credit, Administrative Agent shall be obligated to issue
            the Letter of Credit requested by Borrowers' Agent and shall be the
            Issuing Lender with respect to such Letter of Credit; provided that
            Administrative Agent shall not be obligated to issue any Letter of
            Credit denominated in a foreign currency which in the reasonable
            judgment of Administrative Agent is not readily and freely
            available.

            (ii) Each Issuing Lender which elects to issue or amend a Letter of
            Credit shall promptly give written notice to Administrative Agent,
            and the applicable Borrower of the information required under
            clauses (i)-(iv) of subsection 2.8B relating to such Letter of
            Credit and shall provide a copy of such Letter of Credit (as
            amended, if applicable) to Administrative Agent, and the applicable
            Borrower. Promptly after receipt of such notice, Administrative
            Agent shall notify each Lender (other than the Issuing Lender) of
            the amount of its respective participation therein, determined in
            accordance with subsection 2.8A.

            (iii) In the event that Administrative Agent is not the Issuing
            Lender in respect of a Commercial Letter of Credit, the Issuing
            Lender of such Commercial Letter of Credit will deliver to
            Administrative Agent, promptly on the first Business Day of each
            week such Commercial Letter of Credit is outstanding, a report
            setting forth the daily aggregate outstandings for the previous week
            under such Commercial Letter of Credit. Administrative Agent shall
            deliver to each Lender, promptly after the end of each calendar
            month and upon each payment by Administrative Agent to Lenders of
            the letter of credit fees described in subsection 2.8F(1)(b), a
            report setting forth, for the period from the date of the last such
            report, the daily aggregate amount available to be drawn (to the
            extent such amounts have been reported to Administrative Agent
            pursuant to the immediately preceding sentence) under each
            Commercial Letter of Credit issued by each Issuing Lender.

            D. PAYMENT OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. In the event of
any drawing under any Letter of Credit by the beneficiary thereof, the Issuing
Lender shall notify the Borrower at whose request the Letter of Credit was
issued, Administrative Agent on or before the date which is two Business Days
prior to the date on which such Issuing Lender intends to honor such drawing
(unless such Letter of Credit by its terms requires the Issuing Lender to honor
a drawing on or prior to the second Business Day following such drawing, in
which case the Issuing Lender shall notify the Borrower at whose request the
Letter of Credit was issued, Administrative Agent as soon as reasonably
practicable but in any event on or before the date on which such Issuing Lender
intends to honor such drawing), and the Borrower at whose request the Letter of
Credit was issued shall reimburse such Issuing Lender on the date on which such
drawing is honored, in each case in an amount in either the currency in which
such Letter of


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Credit is denominated or in Dollars and in Same Day Funds equal to the amount of
such drawing (which amount, in the case of a reimbursement in Dollars of a
drawing under a Letter of Credit which is denominated in a currency other than
Dollars, shall be calculated by reference to the applicable Exchange Rate);
PROVIDED THAT, anything contained in this Agreement to the contrary
notwithstanding, unless the Borrower at whose request the Letter of Credit was
issued shall have notified Administrative Agent, and such Issuing Lender prior
to 11:00 a.m. (New York time) on the Business Day immediately prior to the date
of such drawing that the Borrower at whose request the Letter of Credit was
issued intends to reimburse such Issuing Lender for the amount of such drawing
with funds other than the proceeds of Loans, the Borrower at whose request the
Letter of Credit was issued shall be deemed to have given a Notice of Borrowing
to Administrative Agent requesting Lenders to make Revolving Loans (or Offshore
Loans, as applicable) to such Borrower which are Base Rate Loans, on the date on
which such drawing is honored, in an amount in Dollars equal to the amount of
such honored drawing (which amount, in the case of a drawing under a Letter of
Credit which is denominated in a currency other than Dollars, shall be
calculated by reference to the applicable Exchange Rate on the date such drawing
is honored), and subject to satisfaction or waiver of the conditions specified
in subsection 3.2B, Lenders shall, on the date of such requested borrowing, make
Revolving Loans (or Offshore Loans, as applicable) to such Borrower which are
Base Rate Loans in the amount of such drawing as aforesaid, the proceeds of
which shall be applied directly by Administrative Agent to reimburse such
Issuing Lender for the amount of such drawing, and if for any reason proceeds of
Revolving Loans (or Offshore Loans, as applicable) are not received by such
Issuing Lender on such date in an amount equal to the amount of such drawing,
Borrowers shall reimburse such Issuing Lender, on the business day (under the
laws of the jurisdiction of such Issuing Lender) immediately following the date
on which reimbursement of such drawing is required as provided above, in an
amount in Same Day Funds equal to the excess of the amount of such drawing over
the amount of such Revolving Loans, if any, which are so received, plus accrued
interest on such amount at the rate set forth in subsection 2.8F(2).

            E. PAYMENT BY LENDERS WITH RESPECT TO LETTERS OF CREDIT. In the
event that Borrowers shall fail to reimburse an Issuing Lender as provided in
subsection 2.8D in an amount in Dollars (calculated, in the case of a drawing
under a Letter of Credit denominated in a currency other than Dollars, by
reference to the applicable Exchange Rate on the date such drawing is honored)
equal to the amount of any drawing honored by such Issuing Lender under a Letter
of Credit issued by it, such Issuing Lender shall promptly notify Administrative
Agent of the unreimbursed amount of such drawing and Administrative Agent shall
promptly notify each Lender of such unreimbursed amount and of such Lender's
respective participation therein pursuant to this subsection 2.8E. Each Lender
shall make available to such Issuing Lender an amount equal to its respective
participation, in Dollars and in Same Day Funds, at the office of such Issuing
Lender specified in such notice, not later than 1:00 P.M. (New York time) on the
business day (under the laws of the jurisdiction of such Issuing Lender) after
the date notified by such Issuing Lender (PROVIDED, THAT, such Issuing Lender
may request that such purchase of participations be transacted through
Administrative Agent). In the event that any Lender fails to make available to
such Issuing Lender the amount of such Lender's required participation in such
Letter of Credit as provided in this subsection 2.8E, such Issuing Lender shall
be entitled to recover such amount on demand from such Lender together with
interest at the customary rate set by such Issuing Lender for the correction of
errors among banks for three Business Days and thereafter at the Base Rate plus
the Applicable Base Rate Margin. Nothing in this subsection 2.8


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shall be deemed to prejudice the right of any Lender to recover from such
Issuing Lender any amounts made available by such Lender to such Issuing Lender
pursuant to this subsection 2.8E in the event that it is determined by a court
of competent jurisdiction that the payment with respect to a Letter of Credit by
such Issuing Lender in respect of which payment was made by such Lender
constituted gross negligence or willful misconduct on the part of such Issuing
Lender. Each Issuing Lender shall distribute to each other Lender which has paid
all amounts payable by it under this subsection 2.8E with respect to any Letter
of Credit issued by such Issuing Lender such other Lender's Pro Rata Share of
all payments received by such Issuing Lender from Borrowers in reimbursement of
drawings honored by such Issuing Lender under such Letter of Credit when such
payments are received.

            F. COMPENSATION. Borrowers agree to pay the following amounts to
each Issuing Lender for its own account with respect to Letters of Credit issued
by it (with respect to paragraphs (1)(a) and (3) below) and to Administrative
Agent for the account of each Lender (with respect to paragraphs 1(b) and (2)
below) with respect to all Letters of Credit:

            (1) with respect to each Letter of Credit, (a) an administrative fee
            equal to 0.25% per annum of the maximum amount available from time
            to time to be drawn under such Letter of Credit (but in no event
            less than $250 per annum), payable in arrears on and to (but
            excluding) each January 1, April 1, July 1 and October 1 of each
            year and calculated on the basis of a 360-day year and the actual
            number of days elapsed; and (b) a Letter of Credit Fee payable to
            the Lenders equal to (x) the Applicable Eurodollar Margin as in
            effect for Revolving Loans from time to time multiplied by (y) the
            maximum amount available from time to time to be drawn under such
            Letter of Credit, per annum payable in arrears on and to (but
            excluding) each January 1, April 1, July 1 and October 1 of each
            year and calculated on the basis of a 360-day year and the actual
            number of days elapsed which Letter of Credit Fee shall be shared by
            all Lenders in accordance with their respective Pro Rata Shares;

            (2) with respect to drawings made under any Letter of Credit,
            interest, payable on demand, on the amount paid by such Issuing
            Lender in respect of each such drawing from the date of payment of
            the drawing through the date such amount is reimbursed by Borrowers
            (including any such reimbursement out of the proceeds of Loans
            pursuant to subsection 2.8D) at a rate equal to the sum of the Base
            Rate PLUS the Applicable Base Rate Margin plus 2.00% per annum; and

            (3) with respect to the issuance, amendment or transfer of, or
            payment of a drawing under, each Letter of Credit, documentary and
            processing charges in accordance with such Issuing Lender's standard
            schedule for such charges in effect at the time of such issuance,
            amendment, transfer or payment, as the case may be.

            For purposes of calculating any fees payable under clause (1) of
this subsection 2.8F, (a) the maximum amount available to be drawn under any
Letter of Credit as of any date of determination shall be determined as of the
close of business on such date and (b) any amount described in such clauses
which is denominated in a currency other than Dollars shall be valued


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based on the applicable Exchange Rate for such currency as of the applicable
date of determination. Promptly upon receipt by Administrative Agent of any
amount described in clause (1)(b) of this subsection 2.8F, Administrative Agent
shall distribute to each Lender having a Revolving Loan Commitment its Pro Rata
Share of such amount. In the event Lenders have purchased participations in a
Letter of Credit pursuant to subsection 2.8E, the Issuing Lender in respect of
such Letter of Credit may request that interest payments with respect thereto to
participants be administered by and through the Administrative Agent.

            G. OBLIGATIONS ABSOLUTE. The obligation of Borrowers to reimburse
each Issuing Lender for drawings made under the Letters of Credit issued by it
and the obligations of Lenders under subsection 2.8E shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances including, without limitation, any of the
following circumstances:

            (1) any lack of validity or enforceability of any Letter of Credit;

            (2) the existence of any claim, set-off, defense or other right
            which any Loan Party may have at any time against a beneficiary or
            any transferee of any Letter of Credit (or any persons or entities
            for whom any such transferee may be acting), such Issuing Lender,
            any Lender or any other Person, whether in connection with this
            Agreement, the transactions contemplated herein or any unrelated
            transaction (including any underlying transaction between any
            Borrower or one of its Subsidiaries and the beneficiary for which
            the Letter of Credit was procured);

            (3) any draft, demand, certificate or any other document presented
            under any Letter of Credit proving to be forged, fraudulent, invalid
            or insufficient in any respect or any statement therein being untrue
            or inaccurate in any respect;

            (4) payment by such Issuing Lender under any Letter of Credit
            against presentation of a demand, draft or certificate or other
            document which does not substantially comply with the terms of such
            Letter of Credit, provided that such payment does not constitute
            gross negligence or willful misconduct of such Issuing Lender as
            determined by a court of competent jurisdiction;

            (5) any other circumstance or happening whatsoever, which is similar
            to any of the foregoing; or

            (6) the fact that an Event of Default or a Potential Event of
            Default shall have occurred and be continuing.

            H. ADDITIONAL PAYMENTS. If by reason of (a) any change after the
date hereof in applicable law, regulation, rule, decree or regulatory
requirement or any change after the date hereof in the interpretation or
application by any judicial or regulatory authority of any law, regulation,
rule, decree or regulatory requirement (in each case other than any law,
regulation, rule, decree or regulatory requirement regarding capital adequacy)
or (b) compliance by any Issuing Lender or any Lender with any direction,
request or requirement (whether or not having the force of law) of any
governmental or monetary authority imposed after the date hereof


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including, without limitation, Regulation D (but excluding, however, any
direction, request or requirement regarding capital adequacy):

            (i) such Issuing Lender or any Lender shall be subject to any tax,
            levy, charge or withholding of any nature or to any variation
            thereof or to any penalty with respect to the maintenance or
            fulfillment of its obligations under this subsection 2.8, whether
            directly or by such being imposed on or suffered by such Issuing
            Lender or any Lender;

            (ii) any reserve, deposit or similar requirement is or shall be
            applicable, imposed or modified in respect of any Letters of Credit
            issued by such Issuing Lender or participations therein purchased by
            any Lender; or

            (iii) there shall be imposed on such Issuing Lender or any Lender
            any other condition regarding this subsection 2.8, any Letter of
            Credit or any participation therein;

and the result of the foregoing is to directly or indirectly increase the cost
to such Issuing Lender or any Lender of issuing, making or maintaining any
Letter of Credit or of purchasing or maintaining any participation therein, or
to reduce the amount receivable in respect thereof by such Issuing Lender or any
Lender, then and in any such case such Issuing Lender or such Lender may, at any
time within six months after the additional cost is incurred or the amount
received is reduced, notify Borrowers, and Borrowers shall pay within ten days
of receipt of such notice such amounts as such Issuing Lender or such Lender may
specify to be necessary to compensate such Issuing Lender or such Lender for
such additional cost or reduced receipt, together with interest on such amount
from 10 days after the date of such demand until payment in full thereof at a
rate equal at all times to the Base Rate per annum. The determination by such
Issuing Lender or any Lender, as the case may be, of any amount due pursuant to
this subsection 2.8H as set forth in a certificate setting forth the calculation
thereof in reasonable detail, shall, in the absence of manifest or demonstrable
error, be final and conclusive and binding on all of the parties hereto.

            I. INDEMNIFICATION; NATURE OF ISSUING LENDER'S DUTIES. In addition
to amounts payable as elsewhere provided in this subsection 2.8, (i) Domestic
Borrowers hereby agree to protect, indemnify, pay and save each Issuing Lender
harmless from and against any and all claims, demands, liabilities, damages,
losses, costs, charges and expenses (including reasonable attorneys' fees and
allocated costs of internal counsel) which such Issuing Lender may incur or be
subject to as a consequence, direct or indirect, of (A) the issuance of the
Letters of Credit for the account of any Domestic Borrower, other than as a
result of the gross negligence or willful misconduct of such Issuing Lender as
determined by a court of competent jurisdiction or (B) the failure of such
Issuing Lender to honor a drawing under any Letter of Credit for the account of
any Domestic Borrower as a result of any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or
governmental authority (all such acts or omissions herein called "Government
Acts"); and (ii) the Offshore Borrowers hereby agree to protect, indemnify, pay
and save each Issuing Lender harmless from and against any and all claims,
demands, liabilities, damages, losses, costs, charges and expenses (including
reasonable attorneys' fees and allocated costs of internal counsel) which such
Issuing


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Lender may incur or be subject to as a consequence, direct or indirect, of (A)
the issuance of any Letter of Credit for the account of any Offshore Borrower,
other than as a result of the gross negligence or willful misconduct of such
Issuing Lender as determined by a court of competent jurisdiction or (B) the
failure of such Issuing Lender to honor a drawing under any Letter of Credit for
the account of any Offshore Borrower as a result of Government Acts.

            Subject to the preceding paragraph, as between each relevant
Borrower and each Issuing Lender, such Borrower assumes all risks of the acts
and omissions of, or misuse of the Letters of Credit issued by such Issuing
Lender on account of that Borrower by, the respective beneficiaries of such
Letters of Credit. In furtherance and not in limitation of the foregoing, such
Issuing Lender shall not be responsible: (i) for the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document submitted by
any party in connection with the application for and issuance of such Letters of
Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) for the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any such Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) for failure of the beneficiary of
any such Letter of Credit to comply fully with conditions required in order to
draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise; (v) for errors in interpretation of technical terms; (vi)
for any loss or delay in the transmission or otherwise of any document required
in order to make a drawing under any such Letter of Credit or of the proceeds
thereof; (vii) for the misapplication by the beneficiary of any such Letter of
Credit of the proceeds of any drawing under such Letter of Credit; and (viii)
for any consequences arising from causes beyond the control of such Issuing
Lender, including, without limitation, any Government Acts. None of the above
shall affect, impair, or prevent the vesting of any of such Issuing Lender's
rights or powers hereunder; PROVIDED, HOWEVER, that such Issuing Lender shall be
responsible for any payment it makes under any Letter of Credit against
presentation of a demand, draft or certificate or other document which does not
substantially comply with the terms of such Letter of Credit in the event such
payment constitutes gross negligence or willful misconduct of such Issuing
Lender as determined by a court of competent jurisdiction.

            In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by any Issuing
Lender under or in connection with the Letters of Credit issued by it or the
related certificates, if taken or omitted in good faith and in the absence of
gross negligence or willful misconduct, shall not put such Issuing Lender under
any resulting liability to Borrowers.

            Notwithstanding anything to the contrary contained in this
subsection 2.8I, Borrowers shall have no obligation to indemnify any Issuing
Lender in respect of any liability incurred by such Issuing Lender arising
solely out of the gross negligence or willful misconduct of such Issuing Lender,
as determined by a court of competent jurisdiction, or out of the wrongful
dishonor by such Issuing Lender of proper demand for payment made under the
Letters of Credit issued by it.


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            J. COMPUTATION OF INTEREST. Interest payable pursuant to this
subsection 2.8 shall be computed on the basis of a 360-day year and the actual
number of days elapsed in the period during which it accrues.

            2.9   JOINT AND SEVERAL LIABILITY; CONTRIBUTION; O-I GENERAL AS
                  BORROWERS' AGENT.

            A. JOINT AND SEVERAL LIABILITY - DOMESTIC BORROWERS. The liability
of Owens Brockway and OI General FTS with respect to the Term Loans shall be
joint and several and shall be guaranteed by each other Domestic Borrower under
the Domestic Borrowers' Guaranty. All other Obligations under the Loan Documents
(including all liabilities relating to the Revolving Loans and the Revolving
Loan Commitments) shall be the joint and several Obligations of each Domestic
Borrower. The Obligations of and the Liens granted by any such Domestic Borrower
under the Loan Documents shall not be impaired or released by any action or
inaction on the part of any Agent or any Lender with respect to any other
Domestic Borrower, including any action or inaction which would otherwise
release a surety. The Obligations of each Domestic Borrower shall be limited in
amount to an amount not to exceed the maximum amount of obligations that can be
made or assumed by such Domestic Borrower without rendering such obligation made
or assumed, as it relates to such Domestic Borrower, void or voidable under
applicable laws relating to fraudulent conveyance, fraudulent transfer or other
similar laws affecting the rights of creditors generally.

            B. CONTRIBUTION - DOMESTIC BORROWERS. In order to provide for just
and equitable contribution among the Domestic Borrowers if any payment is made
by a Domestic Borrower (a "DOMESTIC FUNDING BORROWER") in discharging any of the
Obligations of another Domestic Borrower, that Domestic Funding Borrower shall
be entitled to a contribution from the other Domestic Borrowers for all
payments, damages and expenses incurred by that Domestic Funding Borrower in
discharging the Obligations, in the manner and to the extent required to
allocate liabilities in an equitable manner among Domestic Borrowers on the
basis of the respective Proportionate Percentages of the Domestic Borrowers or
by the relative benefits received by Domestic Borrowers. If and to the extent
that a Domestic Funding Borrower makes any payment to any Lender or any other
Person in respect of the Obligations, any claim which said Funding Borrower may
have against the other Domestic Borrowers by reason thereof shall be subject and
subordinate to the prior Cash payment in full to the Lenders of the Obligations.
The parties hereto acknowledge that the right to contribution hereunder shall
constitute an asset of the party to which such contribution is owing.
Notwithstanding any of the foregoing to the contrary, such contribution
arrangements shall not limit in any manner the joint and several nature of the
Obligations of the Domestic Borrowers, limit, release or otherwise impair any
rights of any Agent or any Lender under the Loan Documents, or alter, limit or
impair the obligation of each Domestic Borrower, which is absolute and
unconditional, to repay the Obligations.

            C. JOINT AND SEVERAL LIABILITY - OFFSHORE BORROWERS. All liabilities
and obligations in respect of and relating to the Australian Loans shall be the
joint and several Obligations of each Australian Offshore Borrower. All
liabilities and obligations in respect of and relating to the Italian Loans
shall be the joint and several obligations of each Italian Offshore


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Borrower. All liabilities and obligations in respect of and relating to the UK
Loans shall be the joint and several obligations of each UK Offshore Borrower.

            D. CONTRIBUTION - OFFSHORE BORROWERS. In order to provide for just
and equitable contribution among the Offshore Borrowers in a particular
jurisdiction if any payment is made by an Offshore Borrower from a particular
jurisdiction (an "OFFSHORE FUNDING BORROWER") in discharging any of the
Obligations of another Offshore Borrower from the same jurisdiction, that
Offshore Funding Borrower shall be entitled to a contribution from the such
Offshore Borrower for all payments, damages and expenses incurred by that
Offshore Funding Borrower in discharging Obligations on behalf of such other
Offshore Borrower, in the manner and to the extent required to allocate
liabilities in an equitable manner among the Offshore Borrowers from such
jurisdiction by the relative benefits received by such Offshore Borrowers. If
and to the extent that an Offshore Funding Borrower makes any payment to any
Lender or any other Person in respect of the Obligations, any claim which said
Offshore Funding Borrower may have against the other Offshore Borrower by reason
thereof shall be subject and subordinate to the prior Cash payment in full of
the Obligations. The parties hereto acknowledge that the right to contribution
hereunder shall constitute an asset of the party to which such contribution is
owing. Notwithstanding any of the foregoing to the contrary, such contribution
arrangements shall not limit in any manner the joint and several nature of the
Obligations of the Offshore Borrowers within each jurisdiction as described in
clause C, above, limit, release or otherwise impair any rights of any Agent or
any Lender under the Loan Documents, or alter, limit or impair the obligation of
each Offshore Borrower, which is absolute and unconditional, to repay its
Obligations.

            E. O-I GENERAL AS BORROWERS' AGENT. O-I General is hereby appointed
Borrowers' agent hereunder by each Borrower (in such capacity "BORROWERS'
AGENT"). Each Borrower hereby authorizes, directs and empowers O-I General to
act for and in the name of such Borrower and as its agent hereunder and under
the other instruments and agreements referred to herein. O-I General hereby
accepts each such appointment. Each Borrower hereby irrevocably authorizes O-I
General to take such action on such Borrower's behalf and to exercise such
powers hereunder, under the other Loan Documents, and under the other agreements
and instruments referred to herein or therein as may be contemplated being taken
or exercised by such Borrower by the terms hereof and thereof, together with
such powers as may be incidental thereto, including, without limitation, to
borrow hereunder and deliver Notices of Borrowing, Notices of
Conversion/Continuation, Notices of Issuance of Letter of Credit and Compliance
Certificates hereunder, to convert, continue, repay or prepay Loans made
hereunder, to reduce the Commitments, to pay interest, fees, costs and expenses
incurred in connection with the Loans, this Agreement, the other Loan Documents,
and the other agreements and instruments referred to herein or therein, to
receive from or deliver to any Agent any notices, statements, reports,
certificates or other documents or instruments contemplated herein, in the other
Loan Documents or in any other agreement or instrument referred to herein and to
receive from or transmit to any Agent any Loan proceeds or payments. Each Agent
and each Lender shall be entitled to rely on the appointment and authorization
of O-I General with respect to all matters related to this Agreement, the other
Loan Documents and any other agreements or instruments referred to herein or
therein whether or not any particular provision hereof or thereof specifies that
such matters may or shall be undertaken by Borrowers' Agent. In reliance hereon,
each


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Agent and each Lender may deal only with O-I General with the same effect as if
such Agent or such Lender had dealt with each Borrower separately and
individually.

                                    SECTION 3

                    CONDITIONS TO LOANS AND LETTERS OF CREDIT

            The obligations of Lenders to make Loans and the issuance of Letters
of Credit hereunder are subject to the satisfaction of the following conditions.

            3.1   CONDITIONS TO TERM LOANS AND INITIAL REVOLVING LOANS

            The obligations of Lenders to make the Term Loans and any Revolving
Loans to be made on the Closing Date are, in addition to the conditions
precedent specified in subsection 3.2, subject to prior or concurrent
satisfaction of the following conditions:

            A. LOAN PARTY DOCUMENTS. On or before the Closing Date, Company
shall, and shall cause each other Loan Party to, deliver to Lenders (or to
Administrative Agent with sufficient originally executed copies, where
appropriate, for each Lender) the following with respect to Company or such
other Loan Party, as the case may be, each, unless otherwise noted, dated the
Closing Date:

            (i) Copies of the Organizational Documents of such Person, certified
            by the Secretary of State of its jurisdiction of organization (or
            other applicable authority) or, if such document is of a type that
            may not be so certified, certified by the secretary or similar
            officer of such Person, together with a good standing certificate
            from the Secretary of State of its jurisdiction of organization (if
            available from such jurisdiction) and, to the extent generally
            available, a certificate or other evidence of good standing as to
            payment of any applicable franchise or similar taxes from the
            appropriate taxing authority of such jurisdiction, each dated a
            recent date prior to the Closing Date;

            (ii) Resolutions of the Governing Body of such Person approving and
            authorizing the execution, delivery and performance of the Loan
            Documents to which it is a party, certified as of the Closing Date
            by the secretary or similar officer of such Person as being in full
            force and effect without modification or amendment;

            (iii) Signature and incumbency certificates of the officers of
            such Person executing the Loan Documents to which it is a party;

            (iv) Executed originals of the Loan Documents to which such Person
            is a party; PROVIDED that the Australian Loan Notes shall be
            delivered immediately after the making of the initial Australian
            Loans; and

            (v) Such other customary documents as Agents may reasonably request.


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            B. FEES. Domestic Borrowers shall have paid to Administrative Agent,
for distribution (as appropriate) to Lenders, Agents and Arrangers, the fees
payable on the Closing Date referred to in subsection 2.3.

            C. TERMINATION OF EXISTING CREDIT AGREEMENT. On the Closing Date,
Holdings and its Subsidiaries shall have (a) repaid in full all Indebtedness
outstanding under the Existing Credit Agreement and (b) terminated any
commitments to lend or make other extensions of credit thereunder.

            D. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF AGREEMENTS.
Company and each Borrower shall have delivered to Administrative Agent an
Officer's Certificate, in form and substance satisfactory to Agents, to the
effect that the representations and warranties in Section 4 are true, correct
and complete in all material respects on and as of the Closing Date to the same
extent as though made on and as of that date (or, to the extent such
representations and warranties specifically relate to an earlier date, that such
representations and warranties were true, correct and complete in all material
respects on and as of such earlier date) and that the appropriate Loan Party or
Loan Parties shall have performed in all material respects all agreements and
satisfied all conditions which this Agreement provides shall be performed or
satisfied by it on or before the Closing Date except as otherwise disclosed to
and agreed to in writing by Agents.

            E. FINANCIAL STATEMENTS; PROJECTIONS. On or before the Closing Date,
Lenders shall have received from Company (i) audited financial statements of
Holdings and its Subsidiaries for the Fiscal Years ended December 31, 2000 and
December 31, 1999, (ii) unaudited financial statements for Company and its
Subsidiaries for the Fiscal Year ended December 31, 2000, and (iii) detailed
financial projections for each of the five years ending on or prior to December
31, 2005, which projections shall be in form, substance and scope satisfactory
to Agents.

            F. OPINIONS OF COUNSEL TO LOAN PARTIES. Lenders shall have received
originally executed copies of one or more favorable written opinions of special
counsel to Company, Latham & Watkins, and other counsel for Loan Parties, in
form and substance reasonably satisfactory to Agents and their counsel, dated as
of the Closing Date and setting forth substantially the matters in the opinions
designated in EXHIBIT XI annexed hereto and as to such other customary matters
as Agents acting on behalf of Lenders may reasonably request (this Agreement
constituting a written request by Loan Parties to such counsel to deliver such
opinions to Lenders).

            G. OPINIONS OF AGENTS' COUNSEL. Lenders shall have received
originally executed copies of one or more favorable written opinions of
O'Melveny & Myers LLP, counsel to Agents, dated as of the Closing Date,
substantially in the form of EXHIBIT XII annexed hereto.

            H. SOLVENCY ASSURANCES. On the Closing Date, Administrative Agent
and Lenders shall have received (i) a letter from American Appraisal Associates,
dated the Closing Date and addressed to Agents and Lenders, in form and
substance satisfactory to Agents and with appropriate attachments, and (ii) an
Officer's Certificate of Company dated the Closing Date, in form and substance
satisfactory to Agents and with appropriate attachments, in each


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case demonstrating that, after giving effect to the consummation of the
transactions contemplated by the Loan Documents, Company and each Domestic
Borrower will be Solvent.

            I. EVIDENCE OF INSURANCE. Administrative Agent shall have received a
certificate from Company's and/or Borrowers' respective insurance brokers or
other evidence satisfactory to it that all insurance required to be maintained
pursuant to subsection 5.4 with respect to Company and its Domestic Subsidiaries
is in full force and effect and that Collateral Agent on behalf of Lenders has
been named as additional insured and/or loss payee thereunder to the extent
required under subsection 5.4.

            J. INTERCREDITOR AGREEMENT. The Intercreditor Agreement,
substantially in the form of EXHIBIT XVIII annexed hereto, shall have been
executed and delivered by the initial parties thereto.

            K. SECURITY INTERESTS IN PERSONAL PROPERTY. Administrative Agent
shall have received evidence satisfactory to it that the Loan Parties shall have
taken or caused to be taken all such actions, executed and delivered or caused
to be executed and delivered all such agreements, documents and instruments, and
made or caused to be made all such filings (other than the filing of items
described in clauses (ii), (iii) and (iv) below) that may be necessary or, in
the opinion of Agents, desirable in order to create in favor of Collateral
Agent, for the benefit of Lenders, and holders of the Other Lender Guarantied
Obligations, a valid and (upon such filing and recording or other means of
perfection) perfected First Priority security interest in substantially all
personal property Collateral. Such actions shall include the following:

            (i) STOCK CERTIFICATES AND INSTRUMENTS. Delivery to Collateral Agent
            of (a) certificates (which certificates shall be accompanied by
            irrevocable undated stock powers, duly endorsed in blank and
            otherwise satisfactory in form and substance to Collateral Agent)
            representing all Capital Stock of Subsidiaries pledged pursuant to
            the Pledge Agreement, the Security Agreement and the Offshore
            Security Agreements and (b) all intercompany notes required to be
            pledged pursuant to the Pledge Agreement or Security Agreement;

            (ii) LIEN SEARCHES AND UCC TERMINATION STATEMENTS. Delivery to
            Collateral Agent of (a) the results of a recent search, by a Person
            satisfactory to Collateral Agent, of all effective UCC financing
            statements and fixture filings which may have been made with respect
            to any personal or mixed property of any Company or any Domestic
            Subsidiary that is a Loan Party, together with copies of all such
            filings disclosed by such search, and (b) UCC termination statements
            duly executed by all applicable Persons for filing in all applicable
            jurisdictions as may be necessary to terminate any effective UCC
            financing statements or fixture filings disclosed in such search
            (other than any such financing statements or fixture filings in
            respect of Liens permitted to remain outstanding pursuant to the
            terms of this Agreement).

            (iii) UCC FINANCING STATEMENTS. Delivery to Collateral Agent of UCC
            financing statements duly executed by each applicable Loan Party
            with respect to all personal and mixed property Collateral of such
            Loan Party, for filing in all


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            jurisdictions as may be necessary or, in the opinion of Collateral
            Agent, desirable to perfect the security interests created in such
            Collateral pursuant to the Collateral Documents;

            (iv) COPYRIGHT FILING. Delivery to Collateral Agent of Copyright
            Security Agreements to be filed with the U.S. Copyright Office in
            order to create or perfect Liens in respect of copyrights described
            on Schedule 1(f)(iii) to the Security Agreement;

            (v) FOREIGN PLEDGE AGREEMENTS. Execution and delivery to Collateral
            Agent of foreign pledge agreements with respect to 65% of the
            Capital Stock owned by Company or a Domestic Subsidiary of all
            Foreign Subsidiaries with respect to which Collateral Agent deems a
            foreign pledge agreement necessary or advisable to perfect or
            otherwise protect the First Priority Liens granted to Collateral
            Agent on behalf of Lenders and the holders of the Other Lender
            Guarantied Obligations in such Capital Stock, and the taking of all
            such other actions under the laws of such jurisdictions as
            Collateral Agent may deem necessary or advisable to perfect or
            otherwise protect such Liens; and

            (vi) OPINIONS OF LOCAL COUNSEL. Delivery to Collateral Agent of an
            opinion of counsel (which counsel shall be reasonably satisfactory
            to Collateral Agent) under the laws of each jurisdiction deemed
            necessary by Collateral Agent in which any Loan Party or any
            personal or mixed property Collateral is located with respect to the
            creation and perfection of the security interests in favor of
            Collateral Agent in such Collateral and such other matters governed
            by the laws of such jurisdiction regarding such security interests
            as Collateral Agent may reasonably request, in each case in form and
            substance reasonably satisfactory to Collateral Agent.

            L. OFFSHORE COLLATERAL DOCUMENTS AND OFFSHORE GUARANTIES.
Administrative Agent shall have received duly executed and delivered copies of
the Offshore Collateral Documents (other than Mortgages) and the Offshore
Guaranties and all related documentation, all in form, substance and scope
satisfactory to Agents

            M. PETERSON REPORT. The report of Peterson Consulting dated February
26, 2001 relating to its review of Holdings' asbestos-related reserve and claims
experience shall not have been withdrawn.

            N. COMPLETION OF PROCEEDINGS. All corporate and other proceedings
taken or to be taken in connection with the transactions contemplated hereby and
all documents incidental thereto not previously found acceptable by Agents,
acting on behalf of Lenders, and its counsel shall be satisfactory in form and
substance to Agents and such counsel, and Agents and such counsel shall have
received all such counterpart originals or certified copies of such documents as
Agents may reasonably request.


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<PAGE>

            3.2   CONDITIONS TO ALL LOANS

            The obligations of Lenders to make Loans on each Funding Date are
subject to the following further conditions precedent:

            A. Administrative Agent shall have received before that Funding
Date, in accordance with the provisions of subsection 2.1E, an originally
executed Notice of Borrowing, in each case signed by a duly authorized Officer
of the applicable Borrower.

            B. As of that Funding Date:

            (i) The representations and warranties contained herein and in the
            other Loan Documents shall be true, correct and complete in all
            material respects on and as of that Funding Date to the same extent
            as though made on and as of that date, except to the extent such
            representations and warranties specifically relate to an earlier
            date, in which case such representations and warranties shall have
            been true, correct and complete in all material respects on and as
            of such earlier date;

            (ii) No event shall have occurred and be continuing or would result
            from the consummation of the borrowing contemplated by such Notice
            of Borrowing that would constitute an Event of Default or a
            Potential Event of Default;

            (iii) Each Loan Party shall have performed in all material respects
            all agreements and satisfied all conditions which this Agreement
            provides shall be performed or satisfied by it on or before that
            Funding Date;

            (iv) No order, judgment or decree of any arbitrator or Government
            Authority shall purport to enjoin or restrain any Lender from making
            the Loans to be made by it on that Funding Date; and

            (v) The making of the Loans requested on such Funding Date shall not
            violate Regulation U of the Board of Governors of the Federal
            Reserve System.

            3.3   CONDITIONS TO LETTERS OF CREDIT

            The issuance of any Letter of Credit hereunder (whether or not the
applicable Issuing Lender is obligated to issue such Letter of Credit) is
subject to the following conditions precedent:

            A. On or before the date of issuance of the initial Letter of Credit
pursuant to this Agreement, the initial Loans shall have been made.

            B. On or before the date of issuance of such Letter of Credit,
Administrative Agent shall have received, in accordance with the provisions of
subsection 2.8B, an originally executed Notice of Request for Issuance of Letter
of Credit (or a facsimile copy thereof) in each case signed by a duly authorized
officer of the Borrower requesting the Letter of Credit, together with all other
information specified in subsection 2.8B and such other documents or information


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as the applicable Issuing Lender may reasonably require in connection with the
issuance of such Letter of Credit.

            C. On the date of issuance of such Letter of Credit, all conditions
precedent described in subsection 3.1 and subsection 3.2 shall be satisfied to
the same extent as if the issuance of such Letter of Credit were the making of a
Loan and the date of issuance of such Letter of Credit were a Funding Date.

                                    SECTION 4

                  LOAN PARTIES' REPRESENTATIONS AND WARRANTIES

            In order to induce Lenders to enter into this Agreement and to make
the Loans, to induce Administrative Agent to make overdrafts in respect of the
Domestic Overdraft Account, to induce Offshore Overdraft Account Providers to
make overdrafts in respect of the Offshore Overdraft Accounts, to induce Issuing
Lenders to issue Letters of Credit and to induce Lenders to purchase
participations in Letters of Credit, in the Domestic Overdraft Amount and in the
Offshore Overdraft Amounts, Company and each Borrower represents and warrants to
each Lender, on the date of this Agreement, on the Closing Date, on each other
Funding Date, on the date of issuance of each Letter of Credit and on the date
of execution by any Loan Party of a Loan Document pursuant to subsection 5.9,
5.10 or 10.22, that the following statements are true, correct and complete,
which representations and warranties in the case of each Offshore Borrower shall
be limited to such Offshore Borrower and its Subsidiaries:

            4.1 ORGANIZATION, POWERS, GOOD STANDING, BUSINESS AND SUBSIDIARIES

            A. ORGANIZATION AND POWERS. Each of the Loan Parties is a company,
duly organized, validly existing and in good standing under the laws of its
jurisdiction of formation. Each of the Loan Parties has all requisite
organizational power and authority to own and operate its properties, to carry
on its business as now conducted and proposed to be conducted, to enter into
each Loan Document to which it is a party and to carry out the transactions
contemplated hereby and thereby, and, in the case of Borrowers, to issue the
Notes.

            B. GOOD STANDING. Each of the Loan Parties is in good standing
wherever necessary to carry on its present business and operations, except in
jurisdictions in which the failure to be in good standing has not had and will
not have a Material Adverse Effect.

            C. CONDUCT OF BUSINESS. Company and its Subsidiaries are engaged
only in the businesses permitted to be engaged in under subsection 6.11.

            D. SUBSIDIARIES. All of the Subsidiaries of Company as of the
Closing Date and their jurisdictions of organization are identified in SCHEDULE
4.1 annexed hereto, as said SCHEDULE 4.1 may be supplemented from time to time
pursuant to the provisions of subsection 5.1(xi). The Capital Stock of each of
the Subsidiaries of Company identified in SCHEDULE 4.1 annexed hereto (as so
supplemented) is duly authorized, validly issued, fully paid and nonassessable
and none of such Capital Stock constitutes Margin Stock. Each of the
Subsidiaries of Company identified in SCHEDULE 4.1 annexed hereto (as so
supplemented) is a company duly organized, validly existing and in good standing
under the laws of its respective


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<PAGE>

jurisdiction of organization set forth therein, has all requisite power and
authority to own and operate its properties and to carry on its business as now
conducted and as proposed to be conducted, and is qualified to do business and
in good standing in every jurisdiction where its assets are located and wherever
necessary to carry out its business and operations, in each case except where
failure to be so qualified or in good standing or a lack of such power and
authority has not had and could not reasonably be expected to result in a
Material Adverse Effect. SCHEDULE 4.1 annexed hereto (as so supplemented)
correctly sets forth, as of the Closing Date, the ownership interest of Company
and each of its Subsidiaries in each of the Subsidiaries of Company identified
therein.

            4.2 AUTHORIZATION OF BORROWING, ETC.

            A. AUTHORIZATION OF BORROWING. The execution, delivery and
performance of the Loan Documents and the issuance, delivery and payment of the
Notes have been duly authorized by all necessary organizational action by each
Loan Party which is a party thereto.

            B. NO CONFLICT. The execution, delivery and performance by each Loan
Party of the Loan Documents to which it is a party and the issuance, delivery
and performance of the Notes do not and will not (i) violate any provision of
law applicable to any Loan Party, the Organizational Documents of any Loan
Party, or any order, judgment or decree of any court or other agency of
government binding on any Loan Party, (ii) conflict with, result in a material
breach of or constitute (with due notice or lapse of time or both) a material
default under any Contractual Obligation of Company or any of its Subsidiaries,
(iii) result in or require the creation or imposition of any Lien (other than
Liens in favor of the Collateral Agent) upon any of the properties or assets of
Company or any of its Subsidiaries, or (iv) require any approval of stockholders
or any approval or consent of any Person under any Contractual Obligation of
Company or any of its Subsidiaries, other than those approvals and consents
which have been obtained.

            C. GOVERNMENTAL CONSENTS. The execution, delivery and performance by
each Loan Party of the Loan Documents to which it is a party and the issuance,
delivery and performance of the Notes did not, do not and will not require any
registration with, consent or approval of, or notice to, or other action to,
with or by, any federal, state or other governmental authority or regulatory
body except for filings, consents or notices that have been or will be made
during the period in which they are required to be made.

            D. BINDING OBLIGATIONS. This Agreement and the other Loan Documents
executed prior to the date of this Agreement are, and the other Loan Documents
and the Notes to be executed subsequent to the date of this Agreement, when
executed and delivered will be, the legally valid and binding obligations of the
applicable Loan Parties, enforceable against the applicable Loan Parties in
accordance with their respective terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles relating to
enforceability.


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            4.3 FINANCIAL CONDITION

            Borrowers have heretofore delivered to Lenders, at Lenders' request,
the audited consolidated balance sheet of Holdings and its Subsidiaries as at
December 31, 2000 and the related consolidated statements of income,
stockholders' equity and cash flows of Holdings and its Subsidiaries for the
Fiscal Year then ended and unaudited consolidated balance sheet of Company and
its Subsidiaries as of December 31, 2000 and the related consolidated statements
of income and cash flows of Company and its Subsidiaries for the Fiscal Year
then ended. All such statements were prepared in conformity with GAAP. All such
consolidated financial statements fairly present the consolidated financial
position of Holdings and its Subsidiaries as at the date thereof and the
consolidated results of operations and cash flows of Holdings and its
Subsidiaries for the period covered thereby. Neither Company nor any of its
Subsidiaries has any material contingent liability or material liability for
taxes, long-term lease or unusual forward or long-term commitment, which is not
reflected in the foregoing financial statements or in the most recent
consolidated financial statements delivered pursuant to subsection 3.1E or 5.1
of this Agreement, except for those incurred since the date of such financial
statements that are not prohibited hereunder.

            4.4 NO ADVERSE MATERIAL CHANGE; NO RESTRICTED JUNIOR PAYMENT

            Since December 31, 2000 there has been no change in the business,
operations, properties, assets or condition (financial or otherwise) of Company
and its Subsidiaries, which has been, either in any case or in the aggregate,
materially adverse to Company and its Subsidiaries, taken as a whole. Since the
Closing Date, neither Company nor any of its Subsidiaries has directly or
indirectly declared, ordered, paid or made or set apart any sum or property for
any Restricted Junior Payment or agreed so to do except as permitted by
subsection 6.5.

            4.5 LITIGATION; ADVERSE FACTS

            Except as disclosed in Holdings' annual report on Form 10-K for the
Fiscal Year ended December 31, 2000, there is no action, suit, proceeding,
governmental investigation or arbitration of which Company has knowledge
(whether or not purportedly on behalf of Company or any of its Subsidiaries) at
law or in equity or before or by any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, pending or, to the knowledge of Company, threatened against
or affecting Company or any of its Subsidiaries or any property of Company or
any of its Subsidiaries which would reasonably be expected to result in a
Material Adverse Effect.

            4.6 PAYMENT OF TAXES

            Except to the extent permitted by subsection 5.3, all material tax
returns and reports of Holdings and each of its Subsidiaries required to be
filed by any of them have been timely filed, and all material taxes,
assessments, fees and other governmental charges upon such Persons and upon
their respective properties, assets, income and franchises which are due and
payable have been paid when due and payable.


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<PAGE>

            4.7 GOVERNMENTAL REGULATION

            Neither Holdings nor any of its Subsidiaries is subject to
regulation under the Public Utility Holding Company Act of 1935 or the
Investment Company Act of 1940 or to any federal or state statute or regulation
limiting its ability to incur Indebtedness for money borrowed.

            4.8 SECURITIES ACTIVITIES

            A. Neither Holdings nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock.

            B. Following application of the proceeds of each Loan, not more than
25% of the value of the assets (either of Company only or of Company and its
Subsidiaries on a consolidated basis) subject to the provisions of subsection
6.2 or 6.7, or subject to any similar restriction contained in any agreement or
instrument between Company and any Lender or any Affiliate of any Lender
relating to Indebtedness and within the scope of subsection 7.2, will be
attributable to Margin Stock.

            4.9 EMPLOYEE BENEFIT PLANS

            A. Each of Holdings and each of its Subsidiaries is in compliance
with all applicable provisions of ERISA, the Internal Revenue Code and other
applicable federal, state or foreign law with respect to each Plan, and has
performed all of its obligations under each Plan, except to the extent that
failure to comply, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect. Holdings, each of its Subsidiaries
and each ERISA Affiliate has made all required contributions to any Plan subject
to Section 412 of the Internal Revenue Code, except to the extent that a failure
to do so would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Internal
Revenue Code has been made with respect to any Plan.

            B. (i) No ERISA Event has occurred or is reasonably expected to
occur; (ii) no Pension Plan which is reasonably likely to be terminated has any
Unfunded Pension Liability in an amount which, individually or in the aggregate
for all such Pension Plans (excluding for purposes of such computation any such
Pension Plans with respect to which assets exceed benefit liabilities), would
reasonably be expected to have a Material Adverse Effect if such Pension Plan or
Pension Plans were then terminated; and (iii) none of Holdings, any of its
Subsidiaries or any ERISA Affiliate has engaged in a transaction that could be
subject to Section 4069 or 4212(c) of ERISA that, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect.

            4.10 DISCLOSURE

            No representation or warranty of any Loan Party contained in this
Agreement, any Loan Document or any other document, certificate or written
statement furnished to Lenders by or on behalf of any Loan Party for use in
connection with the transactions contemplated by this


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Agreement contains any untrue statement of a material fact or omits to state a
material fact (known to Company in the case of any document not furnished by it)
necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances in which the same were made. The
projections and pro forma financial information contained in such materials are
based upon good faith estimates and assumptions believed by Company and its
Subsidiaries to be reasonable at the time made, it being recognized by Lenders
that such projections as to future events are not to be viewed as facts and that
actual results during the period or periods covered by any such projections may
differ from the projected results. There are no facts known to Company or any
Borrower (other than matters of a general economic nature) which materially and
adversely affects the business, operations, property, assets or condition
(financial or otherwise) of Company and its Subsidiaries, taken as a whole,
which have not been disclosed herein or in such other documents, certificates
and statements furnished to Lenders for use in connection with the transactions
contemplated hereby.

            4.11  ENVIRONMENTAL PROTECTION

            Company and each of its Subsidiaries are in compliance with all
applicable Environmental Laws in respect of the conduct of its business and the
ownership of its property, except such noncompliance as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Without limiting the effect of the preceding sentence:

            A. to the best of Company's knowledge, neither Company nor any of
its Subsidiaries has received a complaint, order, citation, notice or other
written communication with respect to the existence or alleged existence of a
violation of, or liability arising under, any Environmental Law, the outcome of
which, individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect; and

            B. to the best of Company's knowledge there are no environmental,
health or safety conditions existing at any real property owned, operated or
leased by Company or any of its existing or former Subsidiaries or any of their
respective predecessors, including off-site treatment or disposal facilities
used by Company or any of its existing or former Subsidiaries for waste
treatment or disposal, which would reasonably be expected to require any
construction or other capital costs or clean-up obligations to be incurred prior
to the final scheduled maturity of the Obligations in order to assure compliance
with any Environmental Law, including provisions regarding clean-up, to the
extent that any of such conditions, construction or other capital costs or
clean-up obligations, individually or in the aggregate, would reasonably be
expected to have a Material Adverse Effect.

            4.12 TITLE TO PROPERTIES; LIENS; REAL PROPERTY; INTELLECTUAL
PROPERTY.

            A. TITLE TO PROPERTIES; LIENS. Company and its Subsidiaries have (i)
good, sufficient and legal title to (in the case of fee or freehold interests in
Real Property Assets), (ii) valid leasehold interests in (in the case of Ground
Leasehold Interests, or other leasehold interests in the UK, in Real Property
Assets or personal property), or (iii) good title to (in the case of all other
personal property), all of their respective properties and assets reflected in
the financial statements referred to in subsection 4.3 or in the most recent
financial statements


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delivered pursuant to subsection 5.1, in each case except for assets disposed of
since the date of such financial statements in the ordinary course of business
or as otherwise permitted under subsection 6.7 and except for such defects that
individually or in the aggregate, would not have a Material Adverse Effect.
Except as permitted by this Agreement, all such properties and assets are free
and clear of Liens.

            B. REAL PROPERTY. As of the Closing Date, SCHEDULE 4.12B annexed
hereto contains a true, accurate and complete list of all fee and Ground
Leasehold Interests (or in the UK, all freehold and leasehold interests) in any
Real Property Assets with an insurable or assessed value in excess of
$25,000,000 and above.

            C. INTELLECTUAL PROPERTY. As of the Closing Date, Company and its
Subsidiaries own or have the right to use all Intellectual Property used in the
conduct of their business, except where the failure to own or have such right to
use, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect. No claim has been asserted and is pending
by any Person challenging or questioning the use of any such Intellectual
Property or the validity or effectiveness of any such Intellectual Property, and
Loan Parties do not know of any valid basis for any such claim except for such
claims that, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect. The use of such Intellectual Property by
Company and its Subsidiaries does not infringe on the rights of any Person,
except for such claims and infringements that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

            4.13 SOLVENCY.

            Each Loan Party is and, upon the incurrence of any Obligations by
such Loan Party on any date on which this representation is made, will be,
Solvent.

            4.14 MATTERS RELATING TO COLLATERAL.

            A. CREATION, PERFECTION AND PRIORITY OF LIENS. The execution and
delivery of the Collateral Documents (except Mortgages and fixture filings,
until such time as same are required pursuant to subsection 5.10) by Loan
Parties (other than the Italian Offshore Borrowers), together with (i) the
actions taken on or prior to or after the date hereof pursuant to subsections
3.1K, 3.1L, 5.9 and 5.10, and (ii) the delivery to Collateral Agent of any
Collateral not delivered to Collateral Agent at the time of execution and
delivery of the applicable Collateral Document (all of which Collateral has been
so delivered) are effective to create in favor of Collateral Agent for the
benefit of Lenders, as security for the respective Secured Obligations (as
defined in the applicable Collateral Document in respect of any Collateral), a
valid First Priority Lien on all of the Collateral, and all filings and other
actions necessary or desirable to perfect and maintain the perfection and First
Priority status of such Liens have been duly made or taken and remain in full
force and effect, other than the filing of any UCC financing statements and
similar filings required in the UK or Australia delivered to Collateral Agent
for filing (but not yet filed) and the periodic filing of UCC continuation
statements and such other ongoing filings as may be required in the UK and
Australia in respect of UCC financing statements and similar filings required in
the UK or Australia filed by or on behalf of


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Collateral Agent, and in the case of filings in Australia and the United
Kingdom, payment of applicable stamp duties.

            B. GOVERNMENTAL AUTHORIZATIONS. No authorization, approval or other
action by, and no notice to or filing with, any Government Authority is required
for either (i) the pledge or grant by any Loan Party of the Liens purported to
be created in favor of Collateral Agent pursuant to any of the Collateral
Documents or (ii) the exercise by Collateral Agent of any rights or remedies in
respect of any Collateral (whether specifically granted or created pursuant to
any of the Collateral Documents or created or provided for by applicable law),
except for filings or recordings contemplated by subsection 4.14A and except as
may be required, in connection with the disposition of any Collateral, by laws
generally affecting the offering and sale of securities.

            C. ABSENCE OF THIRD-PARTY FILINGS. Except such as may have been
filed in favor of Collateral Agent as contemplated by subsection 4.14A and to
evidence permitted lease obligations and other Liens permitted pursuant to
subsection 6.2, (i) no effective UCC financing statement, fixture filing or
other instrument similar in effect covering all or any part of the Collateral is
on file in any filing or recording office, (ii) no effective filing covering all
or any part of the IP Collateral is on file in the PTO (or analogous foreign
agencies with respect to Collateral secured by the Offshore Collateral
Documents), and (iii) no effective filings, registrations or other notices of
Liens exist in relation to any of the Loan Parties or any of the Collateral at
any agencies, registries offices or relevant governmental or other regulatory
bodies outside the United States.

                                    SECTION 5

                         COMPANY'S AFFIRMATIVE COVENANTS

      Company, each Domestic Borrower and each Offshore Borrower covenants and
agrees that, so long as any of the Commitments hereunder shall be in effect and
until payment in full of all of the Loans, the Offshore Overdraft Amounts and
the Domestic Overdraft Amount, the cancellation or expiration of all Letters of
Credit and the reimbursement of all amounts drawn thereunder, unless Requisite
Lenders shall otherwise give prior written consent, Company, each Domestic
Borrower and each Offshore Borrower shall perform, and shall cause each of their
respective Subsidiaries to perform, all covenants in this Section 5.

            5.1 FINANCIAL STATEMENTS AND OTHER REPORTS

            Company and Borrowers will maintain, and cause Holdings and each of
their respective Subsidiaries to maintain, a system of accounting established
and administered in accordance with sound business practices to permit
preparation of consolidated financial statements in conformity with GAAP (which,
in the case of financial statements of the Offshore Borrowers, shall mean
generally accepted accounting principles as applicable in their respective
foreign jurisdictions). Company and Borrowers will deliver, or cause to be
delivered, to Lenders:

            (i) QUARTERLY FINANCIALS. as soon as practicable and in any event
            within 45 days after the end of each Fiscal Quarter, other than
            quarters which are the last


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            quarter in a Fiscal Year, (a) the consolidated balance sheets of
            Holdings and Company as at the end of such period and the related
            consolidated statements of income and cash flows of Holdings and
            Company for the period from the beginning of the then current Fiscal
            Year to the end of such Fiscal Quarter and (b) a statement setting
            forth sales and operating income data by Reporting Unit for the last
            month of such Fiscal Quarter and for the period from the beginning
            of the then current Fiscal Year to the end of such Fiscal Quarter,
            setting forth in the case of the statements described in clauses (a)
            and (b) above in comparative form the corresponding figures for the
            corresponding periods of the previous Fiscal Year and, with respect
            to the consolidated statements of income and the statement of sales
            and operating income data by Reporting Unit, the corresponding
            figures from the consolidated plan and financial forecast for the
            current Fiscal Year delivered pursuant to subsection 5.1(x), all in
            reasonable detail and certified by the chief accounting officer, the
            chief financial officer, the treasurer, an assistant treasurer, the
            controller or an assistant controller of Company that they fairly
            present the consolidated financial condition of Company and its
            Subsidiaries as at the dates indicated and the consolidated results
            of operations and cash flows for the periods indicated, subject to
            changes resulting from audit and normal year-end adjustment and
            insofar as related to Reporting Units based on Company's normal
            accounting procedures applied on a consistent basis;

            (ii) YEAR-END FINANCIALS. as soon as practicable and in any event
            within 90 days after the end of each Fiscal Year of Company (except
            in the case of the Offshore Borrowers, which shall be delivered
            promptly after becoming available) (a) the consolidated balance
            sheets of each of Holdings, Company and each Borrower as at the end
            of such year and the related consolidated statements of income,
            stockholders' equity and cash flows of Holdings, Company and each
            Borrower for such Fiscal Year and (b) a statement setting forth
            sales and operating income data by Reporting Unit for such Fiscal
            Year, setting forth in the case of the statements described in
            clauses (a) and (b) above, in comparative form the corresponding
            figures for the previous year and, with respect to the consolidated
            statements of income and the statement of sales and operating income
            data by Reporting Unit, the corresponding figures from the
            consolidated plan and financial forecast for the current Fiscal Year
            delivered pursuant to subsection 5.1(x), all in reasonable detail,
            (c) in the case of such consolidated financial statements (other
            than those of O-I Closure and, after the consummation of the Harbor
            Capital Asset Sale, O-I General FTS), accompanied by a report
            thereon of independent certified public accountants of recognized
            national standing selected by Company which report shall be
            unqualified as to going concern and scope of audit and shall state
            that such consolidated financial statements present fairly the
            financial position of Holdings and its Subsidiaries, Company and its
            Subsidiaries or each Borrower (other than O-I Closure and, after the
            consummation of the Harbor Capital Asset Sale, O-I General FTS) and
            its respective Subsidiaries, as the case may be as at the dates
            indicated and the results of their operations and cash flows for the
            periods indicated in conformity with GAAP consistently applied and
            that the examination by such accountants in connection with such
            consolidated financial statements has been made in


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            accordance with generally accepted auditing standards and (d) in the
            case of such financial statements with respect to Reporting Units,
            certified by the chief accounting officer, the chief financial
            officer, the treasurer, an assistant treasurer, the controller or an
            assistant controller of Company based on Company's normal accounting
            procedures applied on a consistent basis;

            (iii) OFFICERS' CERTIFICATES AND COMPLIANCE CERTIFICATES. together
            with each delivery of financial statements of Company and its
            Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an
            Officers' Certificate of Company stating that the signers thereof
            have reviewed the terms of this Agreement and have made, or caused
            to be made under their supervision, a review in reasonable detail of
            the transactions and condition of Company and its Subsidiaries
            during the accounting period covered by such financial statements
            and that such review has not disclosed the existence during or at
            the end of such accounting period, and that such signers do not have
            knowledge of the existence as at the date of the Officers'
            Certificate, of any condition or event which constitutes an Event of
            Default or Potential Event of Default, or, if any such condition or
            event existed or exists, specifying the nature and period of
            existence thereof and what action Company has taken, is taking and
            proposes to take with respect thereto; and (b) a Compliance
            Certificate demonstrating compliance (as determined in accordance
            with GAAP) during and at the end of such accounting periods with the
            restrictions contained in subsections 6.1, 6.2, 6.3, 6.4, 6.5, 6.6,
            6.7 and 6.8 and, in addition, a written statement of the chief
            accounting officer, chief financial officer, treasurer, any
            assistant treasurer, controller or any assistant controller of
            Company describing in reasonable detail the differences between the
            financial information contained in such financial statements and the
            information contained in the Compliance Certificate relating to
            Company's compliance with subsections 6.6 and 6.8;

            (iv) ACCOUNTANTS' CERTIFICATION. to the extent required pursuant to
            clause (a) or (b) below, together with each delivery of financial
            statements pursuant to subdivisions (i) or (ii) of this subsection
            5.1, a written statement from the chief accounting officer, chief
            financial officer, treasurer, an assistant treasurer, controller or
            any assistant controller of Company setting forth (a) if necessary
            to explain any material changes in the consolidated financial
            statements caused by the adoption of new accounting principles, a
            comparison and reconciliation of the consolidated financial
            statements with pro forma consolidated financial statements prepared
            as if the new accounting principles had not been adopted (it being
            understood that, subject to the following clause (b), only one such
            statement shall be required with respect to any particular adoption
            of any new accounting principles) and (b) during the pendency of any
            negotiations provided for in subsection 10.9 resulting from any
            change in accounting principles and policies, the differences which
            would have resulted if such financial statements had been prepared
            without giving effect to such change;

            (v) SEC FILINGS AND PRESS RELEASES. promptly upon their becoming
            available, copies of (a) all annual reports and proxy statements
            sent or made available


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            generally by Holdings to its security holders or by any Subsidiary
            of Holdings to its security holders other than Holdings or another
            Subsidiary, (b) all reports (including, without limitation, its
            Annual Report on Form 10-K and its Quarterly Report on Form 10-Q)
            and all registration statements of Holdings or any of its
            Subsidiaries filed with the Securities and Exchange Commission on
            Forms S-2, S-3, S-4 and 8-K, (c) all press releases and other
            statements made available generally by Holdings, any Borrower or any
            of its Domestic Subsidiaries or any of its material Foreign
            Subsidiaries to the public concerning material developments in the
            business of Holdings or any of such Subsidiaries, and (d) such other
            filings with the Securities and Exchange Commission or any other
            regulatory agency having jurisdiction over the affairs of Holdings
            and its Subsidiaries as Administrative Agent may reasonably request;

            (vi) EVENTS OF DEFAULT, ETC. promptly upon any Responsible Officer
            of Company or any Borrower obtaining knowledge (a) of any condition
            or event which constitutes an Event of Default or Potential Event of
            Default, or becoming aware that any Lender or Administrative Agent
            has given any notice or taken any other action with respect to a
            claimed Event of Default or Potential Event of Default under this
            Agreement, (b) that any Person has given any notice to Company or
            any Subsidiary of Company or taken any other action with respect to
            a claimed default or event or condition of the type referred to in
            subsection 7.2, or (c) of the occurrence of any event or change
            (including any event or change relating to environmental or ERISA
            matters) that has caused or evidences, or would reasonably be
            expected to give rise to, either in any case or in the aggregate, a
            Material Adverse Effect, an Officers' Certificate specifying the
            nature and period of existence of any such condition or event, or
            specifying the notice given or action taken by such holder or Person
            and the nature of such claimed default, Event of Default, Potential
            Event of Default, event or condition, and what action Company or
            such Borrower has taken, is taking and proposes to take with respect
            thereto;

            (vii) LITIGATION OR OTHER PROCEEDINGS. promptly upon any Responsible
            Officer of Company or any Borrower obtaining knowledge of (a) the
            institution of, or non-frivolous threat of, any action, suit,
            proceeding, governmental investigation or arbitration against or
            affecting Company or any of its Subsidiaries or any property of
            Company or any of its Subsidiaries not previously disclosed by
            Company or a Borrower to Lenders, or (b) any material development in
            any such action, suit, proceeding, governmental investigation or
            arbitration, which, in either case, if adversely determined, would
            reasonably be expected to cause a Material Adverse Effect, written
            notice thereof to Lenders and provide such other information as may
            be reasonably available to it to enable Lenders and their counsel to
            evaluate such matters;

            (viii) ERISA EVENTS. promptly upon becoming aware of the occurrence
            of or forthcoming occurrence of any ERISA Event, a written notice
            specifying the nature thereof, what action Company, any of its
            Subsidiaries or any of their respective ERISA Affiliates has taken,
            is taking or proposes to take with respect


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<PAGE>

            thereto and, when known, any action taken or threatened by the
            Internal Revenue Service, the Department of Labor or the PBGC with
            respect thereto;

            (ix) ERISA NOTICES. with reasonable promptness, copies of (a) all
            notices received by Company, any of its Subsidiaries or any of their
            respective ERISA Affiliates from a Multiemployer Plan sponsor
            concerning an ERISA Event; and (b) copies of such other documents or
            governmental reports or filings relating to any Employee Benefit
            Plan as Administrative Agent or any Lender through Administrative
            Agent shall reasonably request;

            (x) FINANCIAL PLANS. as soon as practicable and in any event within
            90 days after the beginning of each Fiscal Year of Company, a
            consolidated plan and financial forecast, prepared in accordance
            with Company's normal accounting procedures applied on a consistent
            basis, for such Fiscal Year of Company and its Subsidiaries,
            including, without limitation, (a) a forecasted consolidated balance
            sheet, consolidated statement of income and consolidated statement
            of cash flows of Company for such Fiscal Year, (b) forecasted
            consolidated balance sheets and statements of income of Company and
            a statement setting forth forecasted sales and operating income data
            for each Reporting Unit for each Fiscal Quarter of such Fiscal Year,
            and (c) the amount of forecasted capital expenditures and
            unallocated overhead for such Fiscal Year;

            (xi) NEW SUBSIDIARIES. within 45 days of the end of each Fiscal
            Quarter, a written notice setting forth with respect to all Persons
            becoming Subsidiaries of Company during the previous Fiscal Quarter,
            (a) the date on which such Person became a Subsidiary of Company and
            (b) all of the data required to be set forth in SCHEDULE 4.1 annexed
            hereto with respect to all Subsidiaries of Company (it being
            understood that such written notice shall be deemed to supplement
            SCHEDULE 4.1 annexed hereto for all purposes of this Agreement);

            (xii) HOLDINGS ORDINARY COURSE PAYMENTS. within 90 days of the end
            of each Fiscal Year, a written report in form satisfactory to
            Agents, setting forth by each category set forth in the definition
            of such term all Holdings Ordinary Course Payments during such
            Fiscal Year including a report in a form and covering the matters
            covered in the report previously delivered to the Administrative
            Agent; and

            (xiii) OTHER INFORMATION. with reasonable promptness, such other
            information and data with respect to Company or any of its
            Subsidiaries as from time to time may be reasonably requested by any
            Lender through Administrative Agent.

            5.2 CORPORATE EXISTENCE, ETC.

            Company and each Borrower will at all times preserve and keep in
full force and effect its corporate existence and rights and franchises material
to its business and the businesses of each of its Subsidiaries; PROVIDED,
HOWEVER, that the existence of any such Subsidiary (other


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than any Domestic Borrower or Offshore Borrower) may be terminated if its parent
corporation determines that such termination is in the best interest of such
parent corporation.

            5.3 PAYMENT OF TAXES AND CLAIMS; TAX CONSOLIDATION

            A. Company and each Borrower will, and will cause each of its
Subsidiaries to, pay all taxes, assessments and other governmental charges
imposed upon it or any of its properties or assets or in respect of any of its
franchises, business, income or property before any material penalty accrues
thereon, and all claims (including, without limitation, claims for labor,
services, materials and supplies) for sums which have become due and payable and
which by law have or may become a material Lien upon any of its properties or
assets, prior to the time when any material penalty or fine shall be incurred
with respect thereto; provided that no such charge or claim need be paid if
being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted and if such reserve or other appropriate provision, if any,
as shall be required in conformity with GAAP shall have been made therefor.

            B. Company will not, nor will it permit any of its Subsidiaries to,
file or consent to the filing of any consolidated income tax return with any
Person (other than Holdings or any of its Subsidiaries or such other Person as
may be reasonably acceptable to Requisite Lenders).

            5.4   MAINTENANCE OF PROPERTIES; INSURANCE; APPLICATION OF NET
                  INSURANCE/CONDEMNATION PROCEEDS

            A. Company and Borrowers will maintain or cause to be maintained in
good repair, working order and condition all material properties used or useful
in the business of Company and its Subsidiaries and from time to time will make
or cause to be made all appropriate repairs, renewals and replacements thereof.
Company and Borrowers will each maintain or cause to be maintained, with
financially sound and reputable insurers, insurance with respect to its
properties and business and the properties and business of its Subsidiaries
against loss or damage of the kinds customarily insured against by corporations
of established reputation engaged in the same or similar businesses and
similarly situated, of such types and in such amounts as are customarily carried
under similar circumstances by such other corporations ("INDUSTRY STANDARDS")
and may self insure to the extent, and only to the extent, consistent with
Industry Standards. Without limiting the generality of the foregoing, Company
will maintain or cause to be maintained (i) flood insurance with respect to each
Flood Hazard Property that is located in a community that participates in the
National Flood Insurance Program, in each case in compliance with any applicable
regulations of the Board of Governors of the Federal Reserve System, and (ii)
replacement value casualty insurance on the Collateral under such policies of
insurance, with such insurance companies, in such amounts, with such
deductibles, and covering such risks as are at all times satisfactory to
Collateral Agent in its commercially reasonable judgment. Each such policy of
insurance shall (a) name Collateral Agent for the benefit of Lenders as an
additional insured thereunder as its interests may appear and (b) in the case of
each casualty insurance policy, contain a loss payable clause or endorsement,
satisfactory in form and substance to Collateral Agent, that names Collateral
Agent for the benefit of Lenders as the loss payee thereunder for any covered
loss in excess of $25,000,000 and provides for at least 30 days' prior written
notice to Collateral Agent of any modification or cancellation of such policy.


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            B. APPLICATION OF NET INSURANCE/CONDEMNATION PROCEEDS. Upon receipt
by Company or any of its Domestic Subsidiaries, or by Collateral Agent as loss
payee, of any Net Insurance/Condemnation Proceeds, so long as no Event of
Default shall have occurred and be continuing, Company or such Domestic
Subsidiary shall cause to be deposited all such Net Insurance/Condemnation
Proceeds with Collateral Agent, and Collateral Agent shall hold the same in the
General Collateral Account pending a determination by Company or its applicable
Subsidiary as to whether the Company or applicable Domestic Subsidiary (a) will
repair, restore or replace the assets in respect of which such Net
Insurance/Condemnation Proceeds were received or (b) will elect to cause
prepayments of the Loans and/or the reduction of the Revolving Loan Commitments
as provided in subsection 2.4A. The failure by Company or such Domestic
Subsidiary to make an election under the preceding sentence on or before the
date that is 120 days after receipt of the Net Insurance/Condemnation Proceeds
shall be deemed an election to cause the prepayments of the Loans and/or the
reduction in the Revolving Commitments as provided in subsection 2.4 and
Collateral Agent shall be entitled (but shall not be obligated) to use any Net
Insurance/Condemnation Proceeds held by Collateral Agent to prepay the Loans and
to make any other payments required under the Intercreditor Agreement. If an
Event of Default shall have occurred and be continuing, Domestic Borrowers shall
deliver to Collateral Agent for application to the Loans if Collateral Agent so
elects (or, if Collateral Agent is holding Net Insurance/Condemnation Proceeds,
Collateral Agent shall be entitled to apply if it so elects) an amount equal to
such portion of such Net Insurance/Condemnation Proceeds to prepay the Loans
(and/or reduce the Revolving Loan Commitments) as provided in subsection 2.4A
subject to any limitations contained in the Intercreditor Agreement. If any Net
Insurance/Condemnation Proceeds are released to Company or its applicable
Subsidiary pursuant to this subsection 5.4B, and any portion of such Net
Insurance/Condemnation Proceeds are not used to repair, replace or restore the
assets in respect of which such Net Insurance/Condemnation Proceeds were
received, any amount of such Net Insurance/Condemnation Proceeds not so used
shall be applied to prepay the Term Loans and/or reduce Revolving Loan
Commitments as provided in subsection 2.4A and shall be otherwise applied as
required by the Intercreditor Agreement.

            5.5 INSPECTION; LENDER MEETING

            A. Company and Borrowers shall permit any authorized representatives
designated by any Lender, at the expense of that Lender, to visit and inspect
any of the properties of Company or any of its Subsidiaries, including its and
their financial and accounting records, and to make copies and take extracts
therefrom, and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants, all upon reasonable
notice and at such reasonable times during normal business hours and as often as
may be reasonably requested.

            B. Company and Borrowers will, upon the request of Agents or
Requisite Lenders, participate in a meeting of Agents and Lenders once during
each Fiscal Year to be held at Company's principal offices (or at such other
location as may be agreed to by Company and Agents) at such time as may be
agreed to by Company and Administrative Agent.


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            5.6 COMPLIANCE WITH LAWS, ETC.

            Company, Borrowers and its/their Subsidiaries shall exercise all due
diligence in order to comply with the requirements of all applicable laws,
rules, regulations and orders (including all Environmental Laws) of any
governmental authority, noncompliance with which in any case or in the aggregate
would reasonably be expected to result in a Material Adverse Effect.

            5.7 SECURITIES ACTIVITIES.

            Following the application of the proceeds of any Loans, not more
than 25% of the value of the assets (either of Company only or of Company and
its Subsidiaries on a consolidated basis) subject to the provisions of
subsection 6.2 or 6.7, or subject to any similar restriction contained in any
agreement or instrument between Company and any Lender or any Affiliate of any
Lender relating to Indebtedness and within the scope of subsection 7.2, will be
attributable to Margin Stock.

            5.8 ENVIRONMENTAL MATTERS.

            A. ENVIRONMENTAL DISCLOSURE. Company will deliver to Administrative
Agent and Lenders:

            (i) ENVIRONMENTAL AUDITS AND REPORTS. As soon as practicable
      following receipt thereof, copies of all non-privileged environmental
      audits, investigations, analyses and reports of any kind or character,
      whether prepared by personnel of Company, any Borrower or any of its
      Domestic Subsidiaries or by independent consultants, governmental
      authorities or any other Persons, with respect to significant
      environmental matters at any Mortgaged Property that, individually or in
      the aggregate, could reasonably be expected to result in a Material
      Adverse Effect or with respect to any Environmental Claims that,
      individually or in the aggregate, could reasonably be expected to result
      in a Material Adverse Effect;

            (ii) NOTICE OF CERTAIN RELEASES, REMEDIAL ACTIONS, ETC. Within 90
      days following the end of each Fiscal Year, a written summary describing
      in reasonable detail (a) any Release required to be reported to any
      federal, state or local governmental or regulatory agency under any
      applicable Environmental Laws, and (b) any remedial action taken by
      Company, any Borrower or any other Domestic Subsidiary in response to (1)
      any Hazardous Materials Activities the existence of which could reasonably
      be expected to result in one or more Environmental Claims having,
      individually or in the aggregate, a Material Adverse Effect, or (2) any
      Environmental Claims that, individually or in the aggregate, could
      reasonably be expected to result in a Material Adverse Effect.

            (iii) WRITTEN COMMUNICATIONS REGARDING ENVIRONMENTAL CLAIMS,
      RELEASES, ETC. As soon as practicable following the sending or receipt
      thereof by Company or any of its Subsidiaries, a copy of any and all
      non-privileged written communications with respect to any Environmental
      Claims that, individually or in the aggregate, could reasonably be
      expected to result in a Material Adverse Effect.


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            (iv) NOTICE OF CERTAIN PROPOSED ACTIONS HAVING ENVIRONMENTAL IMPACT.
      In addition to the quarterly reporting required under subsection
      5.1(xiii), prompt written notice describing in reasonable detail (a) any
      proposed acquisition of stock, assets, or property by Company or any of
      its Subsidiaries that could reasonably be expected to (1) expose Company
      or any of its Subsidiaries to, or result in, Environmental Claims that
      could reasonably be expected to result in, individually or in the
      aggregate, a Material Adverse Effect or (2) affect the ability of Company
      or any of its Subsidiaries to maintain in full force and effect all
      material Governmental Authorizations required under any Environmental Laws
      for their respective operations and (b) any proposed action to be taken by
      Company or any of its Subsidiaries to modify current operations in a
      manner that could reasonably be expected to subject Company or any of its
      Subsidiaries to any material additional obligations or requirements under
      any Environmental Laws that could reasonably be expected to result in,
      individually or in the aggregate, a Material Adverse Effect.

            B. COMPANY'S ACTIONS REGARDING HAZARDOUS MATERIALS ACTIVITIES,
ENVIRONMENTAL CLAIMS AND VIOLATIONS OF ENVIRONMENTAL LAWS.

            (i) REMEDIAL ACTIONS RELATING TO HAZARDOUS MATERIALS Activities.
      Company and each Borrower shall, in compliance with all applicable
      Environmental Laws, promptly undertake, and shall cause each of its
      Subsidiaries promptly to undertake, any and all investigations, studies,
      sampling, testing, abatement, cleanup, removal, remediation or other
      response actions necessary to remove, remediate, clean up or abate any
      Hazardous Materials Activity on, under or about any Mortgaged Property
      that is in violation of any Environmental Laws or that presents a material
      risk of giving rise to an Environmental Claim.

            (ii) ACTIONS WITH RESPECT TO ENVIRONMENTAL CLAIMS AND VIOLATIONS OF
      ENVIRONMENTAL LAWS. Company and each Borrower shall promptly take, and
      shall cause each of its Subsidiaries promptly to take, any and all actions
      necessary to (i) cure any violation of applicable Environmental Laws by
      Company, any Borrower or its or their Subsidiaries that could reasonably
      be expected to result in, individually or in the aggregate, a Material
      Adverse Effect and (ii) make an appropriate response to any Environmental
      Claim against Company or any of its Subsidiaries and discharge any
      obligations it may have to any Person thereunder where failure to do so
      could reasonably be expected to result in, individually or in the
      aggregate, a Material Adverse Effect.

            C. ENVIRONMENTAL REVIEW AND INVESTIGATION. Company and Borrowers
each agree that Administrative Agent may, from time to time and in its
reasonable discretion, (i) retain, at Borrowers' expense, an independent
professional consultant to review any environmental audits, investigations,
analyses and reports relating to Hazardous Materials prepared by or for Company
and (ii) in the event (a) Administrative Agent reasonably believes that Company
or any Borrower or any of its or their Subsidiaries has breached any
representation, warranty or covenant contained in this subsection 5.8 or that
there has been a material violation of Environmental Laws at any Mortgaged
Property or by Company, any Borrower or any of its or their Subsidiaries at any
other location or (b) an Event of Default has occurred and is continuing,
conduct its own investigation of any Mortgaged Property; PROVIDED


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that, in the case of any Facility no longer owned, leased, operated or used by
Company, any Borrower or any of its or their Subsidiaries, Company shall only be
obligated to use its best efforts to obtain permission for Administrative
Agent's professional consultant to conduct an investigation of such Facility.
For purposes of conducting such a review and/or investigation, Company and each
Borrower hereby grants to Administrative Agent and its agents, employees,
consultants and contractors the right to enter into or onto any Mortgaged
Property currently owned, leased, operated or used by Company, any Borrower or
any of its or their Subsidiaries and to perform such tests on such property
(including taking samples of soil, groundwater and suspected asbestos-containing
materials) as are reasonably necessary in connection therewith. Any such
investigation of any Facility shall be conducted, unless otherwise agreed to by
Company, the relevant Borrower and Administrative Agent, during normal business
hours and, to the extent reasonably practicable, shall be conducted so as not to
interfere with the ongoing operations at such Facility or to cause any damage or
loss to any property at such Facility. Company, Borrowers and Administrative
Agent hereby acknowledge and agree that any report of any investigation
conducted at the request of Administrative Agent pursuant to this subsection
5.8C will be subject to the provisions of subsection 10.20 and will be obtained
and shall be used by Administrative Agent and Lenders solely for the purposes of
Lenders' internal credit decisions, to monitor and police the Loans and to
protect Lenders' security interests created by the Loan Documents or in
connection with any transaction relating to the Loans or to such Facility.
Administrative Agent agrees to deliver a copy of any such report to Company with
the understanding that Company and each Borrower acknowledge and agree that (x)
it will indemnify and hold harmless Administrative Agent and each Lender from
any costs, losses or liabilities relating to Company's use of or reliance on
such report, (y) neither Administrative Agent nor any Lender makes any
representation or warranty with respect to such report, and (z) by delivering
such report to Company, neither Administrative Agent nor any Lender is requiring
or recommending the implementation of any suggestions or recommendations
contained in such report.

            5.9   EXECUTION OF SUBSIDIARY GUARANTY AND SECURITY AGREEMENT
                  AFTER THE CLOSING DATE.

            A. EXECUTION OF SUBSIDIARY GUARANTY AND SECURITY AGREEMENT. In the
event that any wholly-owned Domestic Subsidiary of Company existing on the
Closing Date (other than the Harbor Capital Subsidiaries) that has not
previously executed the Subsidiary Guaranty hereafter owns or acquires assets
with an aggregate fair market value (without netting such fair market value
against any liability of such Subsidiary) exceeding $1,000,000 or in the event
that any Person becomes a wholly-owned Domestic Subsidiary of Company after the
date hereof (other than a Domestic Subsidiary formed in connection with any
Receivables Sale Indebtedness and other than any Domestic Subsidiary subject to
a restriction permitted under subsection 6.2B(b) prohibiting such Subsidiary's
execution of the Subsidiary Guaranty and/or the Security Agreement), Borrowers'
Agent will promptly notify Administrative Agent of that fact and cause such
Domestic Subsidiary to execute and deliver to Administrative Agent a counterpart
of the Subsidiary Guaranty and a counterpart of the Security Agreement and to
take all such further actions and execute all such further documents and
instruments (including actions, documents and instruments comparable to those
described in subsection 3.1K) as may be necessary or, in the opinion of
Collateral Agent, desirable to create in favor of Collateral Agent, for the
benefit of Lenders, a valid and perfected First Priority Lien on all of the
personal and


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mixed property assets of such Domestic Subsidiary described in the applicable
forms of Collateral Documents.

            B. FOREIGN SUBSIDIARIES. In the event that any Person becomes an
English Wholly-Owned Subsidiary or Australian Wholly-Owned Subsidiary after the
date hereof, Borrowers' Agent will promptly notify Collateral Agent of that fact
and cause such Subsidiary to execute and deliver to Collateral Agent a
counterpart of the Offshore Guaranty and a counterpart of the Offshore Security
Agreement and such documents and instruments and take such further actions
(including actions, documents and instruments comparable to those referred to in
subsection 3.1L) as may be necessary, or in the reasonable opinion of Collateral
Agent, desirable to create in favor of Collateral Agent, for the benefit of
Lenders, a valid and perfected First Priority Lien on all of the personal and
mixed property assets of such Offshore Subsidiary described in the applicable
forms of Collateral Documents.

            C. SUBSIDIARY ORGANIZATIONAL DOCUMENTS, LEGAL OPINIONS, ETC. Company
and Borrowers shall deliver to Administrative Agent, together with such Loan
Documents, (i) certified copies of such Subsidiary's Organizational Documents,
together with, if such Subsidiary is a Domestic Subsidiary, a good standing
certificate from the Secretary of State of the jurisdiction of its organization,
each to be dated a recent date prior to their delivery to Administrative Agent,
(ii) a certificate executed by the secretary or similar officer of such
Subsidiary as to (a) the fact that the attached resolutions of the Governing
Body of such Subsidiary approving and authorizing the execution, delivery and
performance of such Loan Documents are in full force and effect and have not
been modified or amended and (b) the incumbency and signatures of the officers
of such Subsidiary executing such Loan Documents, and (iii) if such Subsidiary
owns assets with a value in excess of $100,000,000, a favorable opinion of
counsel to such Subsidiary, in form and substance satisfactory to Administrative
Agent and its counsel, as to (a) the due organization and good standing of such
Subsidiary, (b) the due authorization, execution and delivery by such Subsidiary
of such Loan Documents, (c) the enforceability of such Loan Documents against
such Subsidiary and (d) such other matters (including matters relating to the
creation and perfection of Liens in any Collateral pursuant to such Loan
Documents) as Administrative Agent may reasonably request, all of the foregoing
to be satisfactory in form and substance to Administrative Agent and its
counsel.

            5.10  REAL ESTATE MATTERS.

            A. As to (i) each Real Property Asset listed on SCHEDULE 4.12B
annexed hereto, and (ii) in the event, from and after the Closing Date, that (x)
Company, any Borrower or any Subsidiary Guarantor acquires any fee or Ground
Leasehold Interest in a Real Property Asset (or freehold title, in the case of a
Real Property Asset located in the UK) the acquisition cost of which (including
purchase-money Indebtedness or assumed Indebtedness) or insurable value of which
exceeds $25,000,000 or (y) at the time any Person becomes a Subsidiary
Guarantor, such Person owns or holds any fee or Ground Leasehold Interest in a
Real Property Asset (or freehold title, in the case of a Real Property Asset
located in the UK) with an assessed or insurable value in excess of $25,000,000
excluding any such Real Property Asset the encumbrancing of which requires the
consent of (in the case of clause (y) above) a then-existing senior lienholder,
where Company and its Subsidiaries are unable to obtain such senior lienholder's
consent (any Real Property Asset described in clause (i) above being an "INITIAL
MORTGAGED PROPERTY" and any


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<PAGE>

such non-excluded Real Property Asset described in the clause (ii) above being
an "ADDITIONAL MORTGAGED PROPERTY"), Company or such Subsidiary Guarantor shall
deliver to Collateral Agent, within 60 days of the Closing Date in the case of
the Initial Mortgaged Properties (subject to extensions as approved by
Collateral Agent) and as soon as practicable after such Person acquires such
Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may
be, the following:

            (i) MORTGAGE. A fully executed and notarized Mortgage, duly recorded
      in all appropriate places in all applicable jurisdictions, encumbering the
      interest of such Loan Party in such Mortgaged Property (any such Mortgage
      encumbering an Initial Mortgaged Property being an "INITIAL MORTGAGE" and
      any such Mortgage encumbering an Additional Mortgaged Property being an
      "ADDITIONAL MORTGAGE");

            (ii) LANDLORD CONSENTS AND ESTOPPELS; RECORDED LEASEHOLD INTERESTS.
      In the case of each Mortgaged Property located in the United States and
      consisting of a Ground Leasehold Interest, (a) a Landlord Consent and
      Estoppel with respect thereto (to the extent such Loan Party can obtain
      same using its commercially reasonable efforts) and (b) evidence that such
      Ground Leasehold Interest is a Recorded Leasehold Interest;

            (iii) TITLE INSURANCE. With respect to any Mortgaged Property
      located in the United States: (a) If required by Administrative Agent, an
      ALTA mortgagee title insurance policy or an unconditional commitment
      therefor issued by a Title Company, in an amount satisfactory to
      Administrative Agent, insuring fee simple title to or a valid leasehold
      interest in, such Mortgaged Property vested in such Loan Party and
      assuring Agents that such Mortgage creates a valid and enforceable First
      Priority mortgage Lien on such Mortgaged Property, subject only to a
      standard survey exception and Permitted Encumbrances and Liens otherwise
      permitted under subsection 6.2, which policy (1) shall include an
      endorsement for mechanics' liens, for future advances under this Agreement
      and for any other matters reasonably requested by Administrative Agent and
      (2) shall provide for affirmative insurance and such reinsurance as
      Administrative Agent may reasonably request, all of the foregoing in form
      and substance reasonably satisfactory to Administrative Agent; and (b)
      evidence satisfactory to Administrative Agent that such Loan Party has (i)
      delivered to the title company all certificates and affidavits required by
      the Title Company in connection with the issuance of such policy and (ii)
      paid to the title company or to the appropriate governmental authorities
      all expenses and premiums of the Title Company in connection with the
      issuance of such policy and all recording and stamp taxes (including
      mortgage recording and intangible taxes) payable in connection with
      recording such Mortgage in the appropriate real estate records;

            (iv) TITLE REPORT, CERTIFICATE OF TITLE. If no title insurance
      policy is required with respect to a Mortgaged Property located in the
      United States, a preliminary title report issued by a Title Company, dated
      not more than 30 days prior to the date such Mortgage is to be recorded
      and satisfactory in form to Administrative Agent; or, in the case of any
      Mortgaged Property located in the UK or Australia, a certificate of title
      prepared by Borrowers' counsel or other customary assurances of title.


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            (v) COPIES OF DOCUMENTS RELATING TO TITLE EXCEPTIONS. Copies of all
      recorded documents listed as exceptions to title or otherwise referred to
      in the additional title insurance policy or title report delivered
      pursuant to clause (iii) and (iv) above;

            (vi) MATTERS RELATING TO FLOOD HAZARD PROPERTIES. With respect to
      each Mortgaged Property located in the United States: (a) Evidence, which
      may be in the form of a letter from an insurance broker or a municipal
      engineer, as to (1) whether such Mortgaged Property is a Flood Hazard
      Property and (2) if so, whether the community in which such Flood Hazard
      Property is located is participating in the National Flood Insurance
      Program, (b) if such Mortgaged Property is a Flood Hazard Property, such
      Loan Party's written acknowledgement of receipt of written notification
      from Administrative Agent (1) that such Additional Mortgaged Property is a
      Flood Hazard Property and (2) as to whether the community in which such
      Flood Hazard Property is located is participating in the National Flood
      Insurance Program, and (c) in the event such Mortgaged Property is a Flood
      Hazard Property that is located in a community that participates in the
      National Flood Insurance Program, evidence that Company has obtained flood
      insurance in respect of such Flood Hazard Property to the extent required
      under the applicable regulations of the Board of Governors of the Federal
      Reserve System; and

            (vii) ENVIRONMENTAL AUDIT. If required by Administrative Agent,
      reports and other information, in form, scope and substance satisfactory
      to Administrative Agent and prepared by environmental consultants
      satisfactory to Administrative Agent, concerning any material
      environmental hazards or liabilities to which Company or any of its
      Subsidiaries may be subject with respect to such Mortgaged Property.

                                    SECTION 6

                          COMPANY'S NEGATIVE COVENANTS

            Company and each Borrower covenants and agrees that, so long as any
of the Commitments hereunder shall remain in effect and until payment in full of
all of the Loans, the Notes, the Offshore Overdraft Amounts and the Domestic
Overdraft Amount and other Obligations and the cancellation or expiration of all
Letters of Credit and reimbursement of all amounts drawn thereunder, unless
Requisite Lenders shall otherwise give prior written consent, Company and each
Borrower shall perform, and shall cause each of its respective Subsidiaries to
perform, all covenants in this Section 6.

            6.1   INDEBTEDNESS

            Company and each Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or
otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

            (i) Loan Parties may become and remain liable with respect to the
            Obligations and may guaranty the Obligations and the Other Lender
            Guarantied Obligations pursuant to their respective Guaranties;


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            (ii) Company and its Subsidiaries may become and remain liable with
            respect to Contingent Obligations permitted by subsection 6.4 and,
            upon any matured obligations actually arising pursuant thereto, the
            Indebtedness corresponding to the Contingent Obligations so
            extinguished;

            (iii) Company and its Subsidiaries may become and remain liable with
            respect to Indebtedness in respect of Capital Leases aggregating not
            in excess of $200,000,000 at any one time;

            (iv) Company may become and remain liable with respect to
            Indebtedness to any of its Subsidiaries, and any Subsidiary of
            Company may become and remain liable with respect to Indebtedness to
            Company or any other Subsidiary of Company; PROVIDED that (a) all
            such intercompany Indebtedness shall be evidenced by promissory
            notes to the extent it evidences Indebtedness owed to a Loan Party,
            (b) all such intercompany Indebtedness owed by Company to any of its
            Subsidiaries shall be subordinated in right of payment to the
            payment in full of the Obligations pursuant to the terms of the
            applicable promissory notes or an intercompany subordination
            agreement, and (c) any payment by any Subsidiary of Company under
            any guaranty of the Obligations shall result in a PRO TANTO
            reduction of the amount of any intercompany Indebtedness owed by
            such Subsidiary to any Domestic Borrower or to any of their
            respective Subsidiaries for whose benefit such payment is made; and
            Company may become and remain liable with respect to Indebtedness to
            Holdings; PROVIDED that such Indebtedness shall be evidenced by its
            existing subordinated intercompany note dated as of April 23, 2001
            and such subordinated note shall not be amended without the consent
            of Agents;

            (v) Company and its Subsidiaries, as applicable, may remain liable
            with respect to Indebtedness described in SCHEDULE 6.1 annexed
            hereto and any extensions, renewals and refinancings thereof to the
            extent that such extensions, renewals and refinancings thereof do
            not result in an increase in the aggregate principal amount or
            commitment amount of such Indebtedness as described in SCHEDULE 6.1;

            (vi) Company and Packaging may become and remain liable with respect
            to the Existing Senior Notes on a subordinated basis;

            (vii) Company and other Loan Parties may become and remain liable
            with respect to the New Senior Debt;

            (viii) Company and Packaging may become and remain liable with
            respect to the Refinancing Senior Debt on a subordinated basis;

            (ix) Company and other Packaging may become and remain liable with
            respect to New Junior Debt on a subordinated or unsecured basis or
            both;


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            (x) Company and its Subsidiaries may become and remain liable with
            respect to Purchase Money Indebtedness in an aggregate principal
            amount not to exceed $200,000,000 at any time outstanding;

            (xi) In addition to Indebtedness permitted by the other clauses of
            this subsection, Foreign Subsidiaries of Company may become and
            remain liable with respect to other Indebtedness in an aggregate
            principal amount not to exceed $200,000,000 at any time outstanding;

            (xii) In addition to Indebtedness permitted by the other clauses of
            this subsection, Company and its Domestic Subsidiaries may become
            and remain liable with respect to other Indebtedness in an aggregate
            principal amount not to exceed $200,000,000 at any time outstanding;

            (xiii) In addition to Indebtedness permitted by the other clauses of
            this subsection, Italian Offshore Borrowers and their Subsidiaries
            may become and remain liable with respect to other Indebtedness in
            an aggregate principal amount not to exceed $50,000,000 at any time
            outstanding;

            (xiv) Company and its Subsidiaries may become and remain liable with
            respect to Acquired Indebtedness; and

            (xv) Company and its Subsidiaries may become and remain liable with
            respect to Receivables Sale Indebtedness.

            6.2   LIENS AND RELATED MATTERS

            A. PROHIBITION ON LIENS. Company and each Borrower shall not, and
shall not permit any of its Subsidiaries to, directly or indirectly, create,
incur, assume or permit to exist any Lien on or with respect to any property or
asset of any kind (including any document or instrument in respect of goods or
accounts receivable) of Company, any Borrower or any of their Subsidiaries,
whether now owned or hereafter acquired, or any income or profits therefrom, or
file or permit the filing of, or permit to remain in effect, any financing
statement or other similar notice of any Lien with respect to any such property,
asset, income or profits under the UCC or under any similar recording or notice
statute, except:

            (i) Permitted Encumbrances;

            (ii) Liens granted pursuant to the Collateral Documents;

            (iii) Liens described in SCHEDULE B annexed hereto ("EXISTING
            LIENS") and Liens securing Indebtedness incurred to refinance any
            Indebtedness secured by Existing Liens so long as (a) the principal
            amount of such refinancing Indebtedness does not exceed the greater
            of (1) the fair market value of the assets subject to such Lien and
            (2) the principal amount (or, if greater, the committed amount) of
            the Indebtedness refinanced thereby and (b) such refinancing
            Indebtedness is not secured by any collateral which did not secure
            the Indebtedness refinanced thereby;


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            (iv) Liens securing Purchase Money Indebtedness permitted by
            subsection 6.1(x) and arising from the giving, simultaneously with
            or within 180 days after the acquisition, construction or
            improvement of real property or tangible personal property, of any
            purchase money Lien (including vendors' rights under purchase
            contracts under an agreement whereby title is retained for the
            purpose of securing the purchase price thereof) of real property or
            tangible personal property hereafter acquired, constructed or
            improved and not heretofore owned by Company, any Borrower or any of
            its Subsidiaries, or from the acquiring hereafter of real property
            or tangible personal property not heretofore owned by Company, any
            Borrower or any of its Subsidiaries subject to any then-existing
            Lien (whether or not assumed), or from the extension, renewal or
            replacement of any Indebtedness secured by any of the foregoing
            Liens so long as the aggregate principal amount thereof and the
            security therefor is not thereby increased; PROVIDED, HOWEVER, that
            in each case (a) such Lien is limited to such acquired, constructed
            or improved real or tangible personal property and fixed
            improvements, if any, then existing or thereafter erected thereon,
            and (b) the principal amount of the Indebtedness secured by such
            Lien, together (without duplication) with the principal amount of
            all other Indebtedness secured by Liens on such property, shall not
            exceed the cost (which shall be deemed to include, without
            duplication, the amount of Indebtedness secured by Liens, including
            existing Liens, on such property) of such property to Company, any
            Borrower or its applicable Subsidiary;

            (v) Liens encumbering accounts receivable sold and cash reserves
            established in connection therewith pursuant to any transaction
            permitted under subsection 6.7(vi);

            (vi) Liens on acquired assets securing Acquired Indebtedness;
            PROVIDED that such Liens were created prior to the acquisition of
            such acquired assets or acquired Subsidiary;

            (vii) Liens on assets of the Harbor Capital Subsidiaries and on the
            escrow account established in connection with the Harbor Capital
            Asset Sale securing the Harbor Capital Post-Closing Obligations;

            (viii) In addition to Liens permitted by the other clauses of this
            subsection, Liens on the assets of Foreign Subsidiaries securing
            Indebtedness or other obligations of such Foreign Subsidiaries
            (other than the Australian Offshore Borrowers, the UK Offshore
            Borrowers and Offshore Guarantors);

            (ix) In addition to Liens permitted by the other clauses of this
            subsection, Liens securing Indebtedness or Contingent Obligations of
            Company and its Subsidiaries in an aggregate principal amount not to
            exceed $200,000,000 at any time outstanding; and

            (x) Liens securing Receivables Sale Indebtedness; PROVIDED that such
            Liens encumber solely the receivables so sold.


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            B. NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO COMPANY OR OTHER
SUBSIDIARIES. Company and Borrowers will not, and will not permit any of its or
their Subsidiaries to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any such Subsidiary to (i) pay dividends or make any other distributions on
any of such Subsidiary's Capital Stock owned by Company or any other Subsidiary
of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to
Company or any other Subsidiary of Company, (iii) make loans or advances to
Company or any other Subsidiary of Company, or (iv) transfer any of its property
or assets to Company or any other Subsidiary of Company, except for such
restrictions or encumbrances existing by reason of (a) any restrictions existing
under any of the Loan Documents or any other agreements or contracts in effect
on the Closing Date, (b) any restrictions with respect to any Person that
becomes a Subsidiary of Company after the Closing Date under any agreement in
existence at the time such Person becomes such a Subsidiary, (c) any
restrictions with respect to any Subsidiary of Company imposed pursuant to an
agreement which has been entered into for the sale or disposition of all or
substantially all of the Capital Stock or assets of such Subsidiary, (d) any
restrictions with respect to any Subsidiary of Company all or substantially all
of whose assets consist of property encumbered by Liens permitted under
subsection 6.2A, (e) restrictions imposed by applicable laws, (f) restrictions
under leases of, or mortgages and other agreements relating to Liens on,
specified property or assets limiting or prohibiting transfers of such property
or assets (including, without limitation, non-assignment clauses, due-on-sale
clauses and clauses prohibiting junior Liens), and (g) any restrictions existing
under any agreement that amends, refinances or replaces any agreement containing
restrictions permitted under the preceding clauses (a) through (f); provided
that the terms and conditions of any such agreement, as they relate to any such
restrictions, are no less favorable to Company, Borrowers and such Subsidiaries,
as applicable, than those under the agreement so amended, refinanced or
replaced.

            6.3   INVESTMENTS; ACQUISITIONS

            Company and Borrowers shall not, and shall not permit any of its or
their Subsidiaries to, directly or indirectly, make or own any Investment in any
Person, including any Joint Venture, or acquire, by purchase or otherwise, all
or substantially all the business, property or fixed assets of, or Capital Stock
or other ownership interest of any Person, or any division or line of business
of any Person (each such acquisition, an "ACQUISITION") except:

            (i) Company and its Domestic Subsidiaries may make and own
Investments in Cash Equivalents and the Foreign Subsidiaries may make and own
Investments in Cash Equivalents and short term investments similar to Cash
Equivalents customarily used in the countries in which they are located;

            (ii) Company and its Subsidiaries may continue to own the
Investments owned by them as of the Closing Date in any Subsidiaries of Company,
and Company and its Domestic Subsidiaries may form new wholly-owned Domestic
Subsidiaries and make and own additional equity Investments in their respective
wholly-owned Domestic Subsidiaries and Foreign Subsidiaries may form new
wholly-owned Foreign Subsidiaries and make and own additional equity investments
in their respective wholly-owned Foreign Subsidiaries;


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<PAGE>

            (iii) Company and its Subsidiaries may make intercompany loans to
the extent permitted under subsection 6.1(iv);

            (iv) Company and its Subsidiaries may continue to own the
Investments owned by them and described in SCHEDULE 6.3 annexed hereto and make
the Investments contemplated by Schedule 6.3;

            (v) Company and its Domestic Subsidiaries may make Acquisitions;
PROVIDED that aggregate consideration paid or given (including, without
limitation, cash paid, Acquired Indebtedness or assumed Indebtedness and the
value of any other consideration paid or given, other than Capital Stock of
Holdings issued in connection with such Acquisition) for all Acquisitions after
the Closing Date does not exceed $250,000,000; PROVIDED FURTHER that Company and
Domestic Borrowers shall comply with and shall cause their Subsidiaries to
comply with subsections 5.9 and 5.10 hereof;

            (vi) Company and its Subsidiaries may make additional Investments in
their respective Foreign Subsidiaries; PROVIDED that the amount of all such
Investments does not exceed $250,000,000 in the aggregate for all such
Investments after the Closing Date;

            (vii) Company and its Subsidiaries may make and own Investments
arising in connection with Commodities Agreements entered into in accordance
with current industry practice (at the time of making any such Investment) or
the past practices of Company and its Subsidiaries;

            (viii) Company may acquire and hold obligations of one or more
officers or other employees of Company or its Subsidiaries in connection with
such officers' or employees' acquisition of shares of Holdings' common stock, so
long as no cash is actually advanced by Company or any of its Subsidiaries to
such officers or employees in connection with the acquisition of any such
obligations;

            (ix) Company and its Subsidiaries may receive and hold promissory
notes and other non-cash consideration received in connection with any Asset
Sale permitted by subsection 6.7;

            (x) Company and its Subsidiaries may acquire Securities in
connection with the satisfaction or enforcement of Indebtedness or claims due or
owing to Company or any of its Subsidiaries or as security for any such
Indebtedness or claim;

            (xi) Foreign Subsidiaries of Company other than Offshore Borrowers
(except the Italian Offshore Borrowers) and Offshore Guarantors may make
Investments, Acquisitions and acquire assets (including Capital Stock and
including Capital Stock of Foreign Subsidiaries other than Offshore Borrowers
and Offshore Guarantors formed in connection with any such acquisition);

            (xii) Company and its Subsidiaries may make and own additional
Investments in Joint Ventures made after the Closing Date in an aggregate amount
not to exceed at any time $50,000,000; and


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            (xiii) In addition to Investments permitted by the other clauses of
this subsection, Company and its Subsidiaries may make and own other Investments
in an aggregate amount not to exceed at any time $125,000,000.

            6.4   CONTINGENT OBLIGATIONS

            Company and Borrowers shall not, and shall not permit any of its or
their Subsidiaries to, directly or indirectly, create or become or remain liable
with respect to any Contingent Obligation, except:

            (i) Loan Parties may become and remain liable with respect to
Contingent Obligations under their respective Guaranties; and

            (ii) Company, Borrowers and its and their Subsidiaries may become
and remain liable with respect to Contingent Obligations in respect of Letters
of Credit in an aggregate amount not to exceed at any time $500,000,000 and
Contingent Obligations in respect of other letters of credit and surety bonds in
an aggregate amount not to exceed at any time $150,000,000;

            (iii) Company and its Subsidiaries may become and remain liable with
respect to Contingent Obligations under Hedge Agreements with respect to
Indebtedness;

            (iv) Company and its Subsidiaries may become and remain liable with
respect to Contingent Obligations in respect of customary indemnification and
purchase price adjustment obligations incurred in connection with Asset Sales or
other sales of assets including, without limitation, for the Harbor Capital
Post-Closing Obligations;

            (v) Company and its Subsidiaries may become and remain liable with
respect to Contingent Obligations under guarantees in the ordinary course of
business of the obligations of suppliers, customers, franchisees and licensees
of Company and its Subsidiaries in an aggregate amount not to exceed at any time
$100,000,000;

            (vi) Company and its Subsidiaries may become and remain liable with
respect to Contingent Obligations in respect of any Indebtedness of Company or
any of its Subsidiaries to the extent such Indebtedness is specifically
permitted by subsection 6.1 (other than Existing Senior Notes, Refinancing
Senior Debt and New Junior Debt);

            (vii) Company and its Subsidiaries, as applicable, may remain liable
with respect to Contingent Obligations described in SCHEDULE 6.4 annexed hereto
and any extensions, renewals and refinancings thereof to the extent that such
extensions, renewals and refinancings thereof do not result in an increase in
the aggregate amount of Contingent Obligations as described in SCHEDULE 6.4;

            (viii) Company and its Subsidiaries may become and remain liable
with respect to Contingent Obligations in respect of any obligation of Company
or any of its Subsidiaries not prohibited under this Agreement (other than any
obligation with respect to Indebtedness) (other than Existing Senior Notes,
Refinancing Senior Debt and New Junior Debt);


                                      121
<PAGE>

            (ix) Company and Packaging may become and remain liable on a
subordinated basis with respect to Existing Senior Notes, Refinancing Senior
Debt and New Junior Debt; PROVIDED Company and Packaging may become and remain
liable with respect to New Junior Debt on an unsubordinated basis if such New
Junior Debt is unsecured; and

            (x) In addition to Contingent Obligations permitted by the other
clauses of this subsection, Company and its Subsidiaries may become and remain
liable with respect to other Contingent Obligations; PROVIDED that the maximum
aggregate principal liability, contingent or otherwise, of Company and its
Subsidiaries in respect of all such Contingent Obligations shall at no time
exceed $250,000,000.

            6.5   RESTRICTED JUNIOR PAYMENTS

            Company and Borrowers shall not, and shall not permit any of its and
their Subsidiaries to, directly or indirectly, declare, order, pay, make or set
apart any sum for any Restricted Junior Payment; PROVIDED that Company may (i)
make Holdings Ordinary Course Payments to the extent then due and payable, so
long as Holdings applies the amount of any such Restricted Junior Payment for
such purpose; (ii) make Restricted Junior Payments to Holdings for purchases of
Common Stock of Holdings in connection with the administration of Holdings'
employee benefits program and repurchases of employee shares, (iii) make
payments of intercompany indebtedness on the Closing Date as provided in
subsection 2.5A, and (iv) make regularly scheduled payments of interest in
respect of any Subordinated Indebtedness in accordance with the terms of, and
only to the extent required by, and subject to the subordination provisions
contained in, the indenture or other agreement pursuant to which such
Subordinated Indebtedness was issued, as such indenture or other agreement may
be amended from time to time to the extent permitted under subsection 6.12A;
PROVIDED, in the case of Company's intercompany note to Holdings, such payments
of interest shall be limited to non-cash payments on a basis consistent with
past practices. The provisions of this subsection 6.5 shall not be breached by
the payment of any Restricted Junior Payments to Holdings for the purposes of
Holdings making a dividend payment under clause (x) of Holdings Ordinary Course
Payments definition within 60 days after the declaration of the dividend by
Holdings, if at such date of declaration, the making of such payment would not
have been in violation of this subsection.

            6.6   FINANCIAL COVENANTS

            A. MINIMUM FIXED CHARGE COVERAGE RATIO. Company and Borrowers shall
not permit the Consolidated Fixed Charge Coverage Ratio for any Fiscal Quarter
period ending during any of the periods set forth below to be less than the
correlative ratio indicated:

<TABLE>
<CAPTION>

                                  MINIMUM CONSOLIDATED
                                 FIXED CHARGE COVERAGE
FISCAL QUARTER ENDING                    RATIO
---------------------------      ---------------------
<S>                                      <C>
March 31, 2001                           1.20
June 30, 2001                            1.20
September 30, 2001                       1.20
December 31, 2001                        1.20
March 31, 2002                           1.20
June 30, 2002                            1.25
</TABLE>


                                      122
<PAGE>

<TABLE>
<CAPTION>

                                  MINIMUM CONSOLIDATED
                                 FIXED CHARGE COVERAGE
FISCAL QUARTER ENDING                    RATIO
---------------------------      ---------------------
<S>                                      <C>
September 30, 2002                       1.25
December 31, 2002                        1.25
March 31, 2003                           1.25
June 30, 2003                            1.25
September 30, 2003                       1.25
December 31, 2003                        1.30
March 31, 2004                           1.30
</TABLE>

            B. MAXIMUM LEVERAGE RATIO. Company and Borrowers shall not permit
the Consolidated Leverage Ratio as of the last day of the Fiscal Quarter ending
during any of the periods set forth below to exceed the correlative ratio
indicated:

<TABLE>
<CAPTION>

                                MAXIMUM CONSOLIDATED
FISCAL QUARTER ENDING              LEVERAGE RATIO
---------------------------     --------------------
<S>                                      <C>
March 31, 2001                           4.5
June 30, 2001                            4.5
September 30, 2001                       4.5
December 31, 2001                        4.5
March 31, 2002                           4.5
June 30, 2002                            4.35
September 30, 2002                       4.35
December 31, 2002                        4.35
March 31, 2003                           4.35
June 30, 2003                            4.25
September 30, 2003                       4.25
December 31, 2003                        4.0
March 31, 2004                           4.0
</TABLE>

            C. MINIMUM CONSOLIDATED NET WORTH. Company and Borrowers shall not
permit Consolidated Net Worth at any time to be less than the sum of
$1,650,000,000 PLUS 60% of Consolidated Adjusted Net Income for the period from
January 1, 2001 (to the extent Consolidated Adjusted Net Income is a positive
number) through the date of calculation taken as one accounting period PLUS 90%
of any after-tax gains or losses attributable to Asset Sales for the period from
January 1, 2001 through the date of calculation taken as one accounting period.

            6.7   RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES

            Company and Borrowers shall not, and shall not permit any of its and
their Subsidiaries to enter into any transaction of merger or consolidation, or
liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor),
transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, property or assets (including its
notes or receivables and Capital Stock of a Subsidiary, whether newly issued or
outstanding), whether now owned or hereafter acquired, except:


                                      123
<PAGE>

            (i) any Subsidiary of Company (other than a Domestic Borrower) may
            be merged with or into Company, any Domestic Borrower, any
            Subsidiary Guarantor or Offshore Guarantor, or be liquidated, wound
            up or dissolved, or all or any part of its business, property or
            assets may be conveyed, sold, leased, transferred or otherwise
            disposed of (including its notes or receivables and Capital Stock),
            in one transaction or a series of transactions, to Company or any
            Subsidiary Guarantor; PROVIDED that, in the case of such a merger,
            Company, such Domestic Borrower, such Subsidiary Guarantor or such
            Offshore Guarantor shall be the continuing or surviving Person;

            (ii) Company and its Subsidiaries may sell, lease, sublease or
            otherwise dispose of assets in transactions that do not constitute
            Asset Sales and sell inventory and other personal and real property
            held for resale in the ordinary course of business;

            (iii) Company and its Subsidiaries may dispose of obsolete, worn out
            or surplus property in the ordinary course of business;

            (iv) The Harbor Capital Subsidiaries may make the Harbor Capital
            Asset Sale;

            (v) Company and its Subsidiaries may make Asset Sales of assets
            having a fair market value not in excess of $500,000,000 for each
            Fiscal Year provided that (a) the consideration received for such
            assets shall be in an amount at least equal to the fair market value
            thereof; and (b) for the period from the Closing Date until the date
            of determination Company and its Subsidiaries may not make aggregate
            Asset Sales under this clause (v) of assets having an aggregate
            value of more than $1,000,000,000; PROVIDED that Asset Sales made by
            the Italian Offshore Borrowers and their Subsidiaries after the
            Closing Date shall not exceed $100,000,000.

            (vi) in order to resolve disputes that occur in the ordinary course
            of business, Company and its Subsidiaries may discount or otherwise
            compromise for less than the face value thereof, notes or accounts
            receivable in accordance with past practice and Company and
            Subsidiaries may sell accounts receivable to the extent that the
            proceeds of Receivables Sale Indebtedness are applied as required by
            subsection 2.4A(ii)(f);

            (vii) Company and its Subsidiaries may make Acquisitions and
            Investments permitted by subsection 6.3;

            (viii) Company or a Subsidiary may sell or dispose of shares of
            Capital Stock of any of its Subsidiaries in order to qualify members
            of the Governing Body of the Subsidiary if required by applicable
            law;

            (ix) Any Person (other than Holdings or a Domestic Borrower) may be
            merged with or into Company or any Subsidiary if the acquisition of
            the Capital Stock of such Person by Company or such Subsidiary would
            not be prohibited pursuant to subsection 6.3; PROVIDED that (a) in
            the case of Company or a Domestic Borrower,


                                      124
<PAGE>

            Company or such Domestic Borrower shall be the continuing or
            surviving Person, (b) if a Subsidiary is not the surviving or
            continuing Person, the surviving Person becomes a Subsidiary and
            complies with the provisions of subsections 5.9 and 5.10 and (c) no
            Potential Event of Default or Event of Default shall have occurred
            or be continuing after giving effect thereto; and

            (x) Any Subsidiary of Company (other than a Borrower) may be merged
            with or into any other Subsidiary of Company (other than a Borrower)
            or be liquidated, wound up or dissolved, or all or any part of its
            business, property or assets may be conveyed, sold, leased or
            otherwise disposed of (including its notes or receivables and
            Capital Stock), in one transaction or a series of transactions to
            any other Subsidiary of Company (other than a Borrower), so long as,
            at the time of such event, neither Subsidiary is a Subsidiary
            Guarantor or an Offshore Guarantor.

PROVIDED, THAT, notwithstanding any of the foregoing clauses or anything else in
this Agreement to the contrary, (i) no Borrower may issue any new Capital Stock
to any Person other than to Company or Packaging, and (ii) neither Company nor
Packaging may convey, sell, transfer or otherwise dispose of any Capital Stock
in any Borrower, other than the security interest therein pledged to Collateral
Agent pursuant to the Pledge Agreement.

            6.8   CONSOLIDATED CAPITAL EXPENDITURES

            Company and Borrowers shall not, and shall not permit its or their
Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal
Year indicated below, in an aggregate amount in excess of the corresponding
amount (the "MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES AMOUNT") set forth below
opposite such Fiscal Year:

<TABLE>
<CAPTION>

                                MAXIMUM CONSOLIDATED
PERIOD                          CAPITAL EXPENDITURES
----------------------     ------------------------------
<S>                                 <C>
2001                                $600,000,000
2002                                $615,000,000
2003                                $625,000,000
2004                                $625,000,000
</TABLE>

            6.9   TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES

            (i) Company and Borrowers shall not, and shall not permit any of its
or their Subsidiaries to, directly or indirectly, enter into or permit to exist
any transaction (including the purchase, sale, lease or exchange of any property
or the rendering of any service) with any holder of 5% or more of any class of
equity Securities of Company or Holdings or with any Affiliate of Company or
Holdings or of any such holder, on terms that are less favorable to Company or
that Subsidiary, as the case may be, than those that might be obtained at the
time from Persons who are not such a holder or Affiliate; PROVIDED that the
foregoing restriction shall not apply to (A) any transaction between Company and
any of its Subsidiaries or between any of its Subsidiaries, (B) customary fees
paid to members of the Board of Directors of Company and its Subsidiaries, (C)
transactions approved by a majority of the disinterested members of the Board of
Directors or other similar governing body of Company or the applicable
Subsidiary, (D) purchases and


                                      125
<PAGE>

sales of goods from retailers and suppliers affiliated with KKR in the ordinary
course of business on terms not materially less favorable than generally
available from such retailers or suppliers, (E) the payment of an annual fee to
KKR for rendering management and consulting services to Company and the
reimbursement of expenses in connection therewith, (F) transactions pursuant to
subsection 6.5, (G) the payment by Owens Insurance, Ltd. to Holdings of
insurance settlement amounts received, consistent with past practices or (H) any
transaction between or among Holdings, Company, any Borrower or any other
Subsidiary, subject to the restrictions of subsection 6.9(ii), below.

            (ii) Company and Borrowers shall not, and shall not permit any of
its or their Subsidiaries to, directly or indirectly, enter into or permit to
exist any transaction (including the purchase, sale, lease or exchange or any
property or the rendering of any service) between such Person and Holdings that
is not consistent generally with past practices.

            6.10  SALES AND LEASE-BACKS

            Company and Borrowers shall not, and shall not permit any of its or
their Subsidiaries to, directly or indirectly, become or remain liable as lessee
or as a guarantor or other surety with respect to any lease entered into after
the date hereof, whether an Operating Lease or a Capital Lease, of any property
(whether real, personal or mixed), whether now owned or hereafter acquired, (i)
that Company or any of its Subsidiaries has sold or transferred or is to sell or
transfer to any other Person (other than Company or any of its Subsidiaries) or
(ii) that Company or any of its Subsidiaries intends to use for substantially
the same purpose as any other property that has been or is to be sold or
transferred by Company or any of its Subsidiaries to any Person (other than
Company or any of its Subsidiaries) in connection with such lease; PROVIDED that
Company and its Subsidiaries may become and remain liable as lessee, guarantor
or other surety with respect to any such lease if and to the extent that Company
or any of its Subsidiaries would be permitted to enter into, and remain liable
under, such lease to the extent that the transaction would be permitted under
subsection 6.1, assuming the sale and lease back transaction constituted
Indebtedness in a principal amount equal to the gross proceeds of the sale.

            6.11  CONDUCT OF BUSINESS

            From and after the Closing Date, Company and Borrowers shall not,
and shall not permit any of its or their Subsidiaries to, fundamentally or
substantively alter the character of its business from that conducted by Company
and its Subsidiaries, taken as a whole, as of the Closing Date.

            6.12  AMENDMENTS OF DOCUMENTS RELATING TO RESTRICTED DEBT
                  OBLIGATIONS; NO PREPAYMENTS OF RESTRICTED DEBT OBLIGATIONS

            A. AMENDMENTS OF DOCUMENTS RELATING TO RESTRICTED DEBT OBLIGATIONS.
Company and Borrowers shall not, and shall not permit Holdings or any of its or
their Subsidiaries to, amend or otherwise change, or consent to any amendment or
change to (including making any Restricted Junior Payment to permit Holdings to
make any such payment), the terms of any Restricted Debt Obligations, or make
any payment consistent with an amendment thereof or change thereto, if the
effect of such amendment or change is to increase


                                      126
<PAGE>

the interest rate on such Restricted Debt Obligations, change (to earlier dates)
any dates upon which payments of principal or interest are due thereon, change
any event of default or condition to an event of default with respect thereto
(other than the waiver of any such default by the holders of such Restricted
Debt Obligations, to eliminate any such event of default or increase any grace
period related thereto), change the redemption, prepayment or defeasance
provisions thereof, change any subordination provisions thereof (or of any
guaranty thereof other than to release such guaranty), or change any collateral
therefor (other than to release such collateral), or if the effect of such
amendment or change, together with all other amendments or changes made, is to
increase materially the obligations of the obligor thereunder or to confer any
additional rights on the holders of such Restricted Debt Obligations (or a
trustee or other representative on their behalf) which would be adverse to
Company or Lenders (as determined by Administrative Agent in its reasonable
judgment) except for any amendment relating to the provision of guarantees and
Existing Senior Note Collateral consented to by Agents in accordance with the
terms of the Pledge Agreement.

            B. NO PREPAYMENTS OF RESTRICTED DEBT OBLIGATIONS. Company and
Borrowers shall not make, and shall not permit any of its or their Subsidiaries
to make, any voluntary or optional payment on Restricted Debt Obligations or to
make any Restricted Junior Payment to Holdings to permit Holdings to make any
voluntary or optional payment on Restricted Debt Obligations except that after
repayment in full of the Term Loans, Company shall be entitled to make a
Restricted Junior Payment to Holdings to permit Holdings to redeem, prepay,
repurchase or defease up to $650,000,000 of the principal amount of Existing
Senior Notes maturing in 2004 and 2005 (plus any applicable premiums and other
fees and expenses related thereto), in forward order of maturity with Net Debt
Securities Proceeds or funds reserved to the Existing Senior Notes Redemption
Sublimit in accordance with the provisions of subsection 2.4(a)(ii)(e)(2)(A),
and Company shall be entitled to make a Restricted Junior Payment to Holdings to
permit Holdings to redeem, prepay, repurchase or defease any Existing Senior
Notes (plus any applicable premiums and other fees and expenses related thereto)
in forward order of maturity with funds available in the Existing Senior Notes
Redemption Sublimit, reserved to such sublimit in accordance with the provisions
of subsection 2.4A(ii)(e)(2)(C).

                                    SECTION 7

                                EVENTS OF DEFAULT

            If any of the following conditions or events ("EVENTS OF Default")
shall occur and be continuing:

            7.1   FAILURE TO MAKE PAYMENTS WHEN DUE

            Failure to pay any installment of principal of any Loan when due,
whether at stated maturity, by acceleration, by notice of prepayment or
otherwise; failure to make reimbursement with respect to any Letter of Credit
when due; or failure to pay any interest on any Loan or any other amount due
under this Agreement within five days after the date due; or


                                      127
<PAGE>

            7.2   DEFAULT IN OTHER AGREEMENTS

            A. Failure of Holdings, any Borrower or any of its or their
Subsidiaries to pay when due any principal or interest on any Indebtedness
(other than Indebtedness referred to in subsection 7.1) or guaranties of
Indebtedness (other than Company's Guaranty of the Obligations under Section 9)
or amounts due in respect of early termination of Hedge Agreements in an
individual principal amount of $50,000,000 or more or with an aggregate
principal amount of $100,000,000 or more, in each case beyond the end of any
period prior to which the obligee thereunder is prohibited from accelerating
payment thereunder; or

            B. Breach or default by Holdings, any Borrower or any of its or
their Subsidiaries with respect to any other term of any evidence of any
Indebtedness (other than Indebtedness referred to in subsection 7.1) or
guaranties of Indebtedness (other than Company's Guaranty of the Obligations
under Section 9) in an individual principal amount of $50,000,000 or more or
with an aggregate principal amount of $100,000,000 or more (or any loan
agreement, mortgage, indenture or other agreement relating thereto) if the
effect of such failure, default or breach is to cause, or (in the case of a
breach or default with respect to a material term of the applicable Indebtedness
or guaranty) to permit the holder or holders of that Indebtedness or guaranty
(or a trustee on behalf of such holder or holders) then to cause, that
Indebtedness or guaranty to become or be declared due prior to its stated
maturity (or the stated maturity of any underlying obligation, as the case may
be); PROVIDED that such failure, default or breach has not been waived by such
holder or holders or trustee on behalf of such holder or holders; or

            7.3   BREACH OF CERTAIN COVENANTS

            Failure of Company or any Borrower to perform or comply with any
term or condition contained in subsections 2.5 or 5.2 or Section 6 of this
Agreement; or

            7.4   BREACH OF WARRANTY

            Any representation or warranty made by any Loan Party in any Loan
Document or in any statement or certificate at any time given by any Loan Party
in writing pursuant hereto or thereto or in connection herewith or therewith
shall be false in any material respect on the date as of which made or deemed
made; or

            7.5   OTHER DEFAULTS UNDER AGREEMENT OR LOAN DOCUMENTS

            Any Loan Party shall default in the performance of or compliance
with any term contained in this Agreement or any other Loan Document other than
those referred to above in subsections 7.1, 7.3 or 7.4 and such default shall
not have been remedied or waived within 30 days after receipt of notice from
Administrative Agent or any Lender of such default; or

            7.6   INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

            (A) A court having jurisdiction in the premises shall enter a decree
or order for relief in respect of Holdings, Company, any Domestic Borrower or
any of their respective Material Subsidiaries or any Offshore Borrower in an
involuntary case under the Bankruptcy Code or any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect


                                      128
<PAGE>

(whether in the USA, the UK, Australia, Italy or any other jurisdiction), which
decree or order is not stayed; or any other similar relief shall be granted
under any applicable federal or state law; or (B) an involuntary case is
commenced against Holdings, Company, any Domestic Borrower or any of their
respective Material Subsidiaries or any Offshore Borrower under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect (whether
in the USA, the UK, Australia, Italy or any other jurisdiction); or a decree or
order of a court having jurisdiction in the premises for the appointment of a
receiver, liquidator, sequestrator, trustee, custodian, administrator,
administrative receiver or other officer having similar powers over Holdings,
Company, any Domestic Borrower or any of their respective Material Subsidiaries
or any Offshore Borrower, or over all or a substantial part of its property,
shall have been entered; or the involuntary appointment of an interim receiver,
trustee, administrator, administrative receiver or other custodian of Holdings,
Company, any Domestic Borrower or any of their respective Material Subsidiaries
or any Offshore Borrower for all or a substantial part of its property; or the
issuance of a warrant of attachment, execution or similar process against any
substantial part of the property of Holdings, Company, any Domestic Borrower or
any of their respective Material Subsidiaries or any Offshore Borrower, and the
continuance of any such events in subpart (B) for 60 days unless dismissed,
bonded or discharged; or

            7.7   VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

            Holdings, Company, any Domestic Borrower or any of their respective
Material Subsidiaries or any Offshore Borrower shall have an order for relief
entered with respect to it or commence a voluntary case under the Bankruptcy
Code or any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect (whether in the USA, the UK, Australia, Italy or any other
jurisdiction), or shall consent to the entry of an order for relief in an
involuntary case, or to the conversion of an involuntary case to a voluntary
case, under any such law, or shall consent to or apply for the appointment of or
taking possession by a receiver, trustee, administrator, administrative receiver
or other custodian for all or a substantial part of its property; the making by
Holdings, Company, any Domestic Borrower or any of their respective Material
Subsidiaries or any Offshore Borrower of any general assignment for the benefit
of creditors; or the inability or failure of Holdings, Company, any Domestic
Borrower or any of their respective Material Subsidiaries or any Offshore
Borrower, or the admission by Holdings, Company, any Domestic Borrower or any of
their respective Material Subsidiaries or any Offshore Borrower in writing of
its inability to pay its debts as such debts become due; or the Board of
Directors or other governing body of Holdings, Company, any Domestic Borrower or
any of their respective Material Subsidiaries or any Offshore Borrower (or any
committee thereof) adopts any resolution or otherwise authorizes action to
approve any of the foregoing; PROVIDED, HOWEVER, that no Event of Default shall
be deemed to have occurred for purposes of this subsection 7.7 in the event that
any Australian Subsidiary other than an Australian Offshore Borrower, with the
consent of Administrative Agent (which consent shall not be unreasonably
withheld), commences a voluntary winding up with respect to itself for the
purposes of a solvent reconstruction or amalgamation under Australian law; or

            7.8   JUDGMENTS AND ATTACHMENTS

            Any money judgment, writ or warrant of attachment, or similar
process involving (i) in any individual case an amount in excess of $50,000,000
or (ii) in the aggregate at any time


                                      129
<PAGE>

an amount in excess of $100,000,000 (in either case not adequately covered by
insurance as to which the insurance company has acknowledged coverage) shall be
entered or filed against Holdings, any Borrower or any of Holdings' other
Material Subsidiaries or any Offshore Borrower or any of their respective assets
and shall remain undischarged, unvacated, unbonded or unstayed for a period of
60 days or in any event later than five days prior to the date of any proposed
sale thereunder; or

            7.9   DISSOLUTION

            Any order, judgment or decree shall be entered against Holdings, any
Borrower or any of Holdings' other Material Subsidiaries or any Offshore
Borrower decreeing the dissolution or split up of Holdings or that Subsidiary or
that Offshore Borrower and such order shall remain undischarged or unstayed for
a period in excess of 30 days; or

            7.10  CHANGE OF CONTROL

            A Change of Control shall have occurred; or

            7.11  EMPLOYEE BENEFIT PLANS

            An ERISA Event shall occur with respect to a Pension Plan or
Multiemployer Plan; or

            7.12  INVALIDITY OF GUARANTIES; FAILURE OF SECURITY

            At any time after the execution and delivery thereof, (i) any of the
Guaranties for any reason, other than the satisfaction in full of all
Obligations, shall cease to be in full force and effect (other than in
accordance with its terms) in any material respect or shall be declared to be
null and void, (ii) any Collateral Document shall cease to be in full force and
effect (other than by reason of a release of Collateral thereunder in accordance
with the terms hereof or thereof or any other termination of such Collateral
Document in accordance with the terms hereof or thereof) in any material respect
or shall be declared null and void, or Collateral Agent shall not have or shall
cease to have a valid and perfected First Priority Lien in any Collateral
purported to be covered thereby securing only the obligations purported to be
covered thereby, in each case (A) if such unenforceability, nullity or
invalidity (in the aggregate with any other such unenforceability, nullity or
invalidity) relates to Collateral the value of which exceeds $250,000,000 and
(B) such unenforceability, nullity or invalidity did not arise from the failure
of Collateral Agent, Administrative Agent or any Lender to take any action
within its control, or (iii) any Loan Party shall contest the validity or
enforceability of any Loan Document in writing or deny in writing that it has
any further liability, including with respect to future advances by Lenders,
under any Loan Document to which it is a party; or

            7.13  ACTIVITIES OF HOLDINGS

            Holdings shall engage in any activity other than the ownership of
the Capital Stock and intercompany debt of Company and activities related to the
administration of claims for asbestos-related liabilities and other activities
constituting substantially the same business conducted by Holdings as of the
Closing Date.


                                      130
<PAGE>

            THEN (i) upon the occurrence of any Event of Default described in
the foregoing subsection 7.6 or 7.7, each of (x) the unpaid principal amount of
and accrued interest on the Loans, (y) the Domestic Overdraft Amount and the
Offshore Overdraft Amounts and all accrued and unpaid interest thereon, and (z)
an amount equal to the maximum amount which may at any time be drawn under all
Letters of Credit then outstanding (whether or not any beneficiary under any
Letter of Credit shall have presented, or shall be entitled at such time to
present, the drafts or other documents required to draw under such Letter of
Credit) shall automatically become immediately due and payable, without
presentment, demand, protest or other requirements of any kind, all of which are
hereby expressly waived by each Borrower, and the obligation of Administrative
Agent to honor any overdraft in respect of the Domestic Overdraft Account, the
obligation of any Offshore Overdraft Account Provider to honor any overdraft in
respect of any Offshore Overdraft Account, the obligation of each Lender to make
any Loan, the obligation of Administrative Agent to issue any Letter of Credit
for the account of any Domestic Borrower and the right of any other Lender to
issue any Letter of Credit hereunder shall thereupon automatically terminate,
and (ii) upon the occurrence of any other Event of Default, Requisite Lenders
(or Administrative Agent, at the direction or with the consent of Requisite
Lenders) may, by written notice to Borrowers, declare an amount equal to the
amounts described in clauses (x), (y) and (z) above to be, and the same shall
forthwith become, due and payable, without (except for such notice) presentment,
demand, protest or other requirements of any kind, all of which are hereby
expressly waived by each Borrower, together with accrued interest thereon, and
the obligation of Administrative Agent to honor any overdraft in respect of the
Domestic Overdraft Account, the obligation of any Offshore Overdraft Account
Provider to honor any overdraft in respect of any Offshore Overdraft Account,
the obligation of each Lender to make any Loan, the obligation of Administrative
Agent to issue any Letter of Credit for the account of any Domestic Borrower and
the right of any other Lender to issue any Letter of Credit hereunder shall
thereupon terminate; PROVIDED that the foregoing shall not affect in any way (A)
the right of Administrative Agent to cause Lenders to make Revolving Loans in
order to repay the then outstanding Domestic Overdraft Amount as provided in
(and subject to the conditions set forth in) subsection 2.1B, (B) the
obligations of Lenders to purchase from Administrative Agent participations in
the Domestic Overdraft Amount as provided in subsection 2.1B, (C) the
obligations of Lenders to purchase from Issuing Lenders participations in the
unreimbursed amount of any drawings under any Letters of Credit as provided in
subsection 2.8E, or (D) the obligations of Lenders to purchase participations in
Offshore Overdraft Amounts as provided in subsection 2.1D.

            Any amounts described in clause (z) above, when received by
Administrative Agent, shall be held by Administrative Agent in the L/C
Collateral Account, for the benefit of Lenders, as collateral security for the
Obligations of Company and Domestic Borrowers in respect of all outstanding
Letters of Credit, and Company and Domestic Borrowers hereby (X) grant to
Administrative Agent a security interest in all such amounts, together with any
interest accrued thereon and any Investments of such amounts, as security for
such Obligations, (Y) agree to execute and deliver to Administrative Agent all
such documents and instruments as may be necessary or, in the opinion of
Administrative Agent, desirable in order to more fully evidence, perfect or
protect such security interest, and (Z) agree that, upon the honoring by any
Issuing Lender of any drawing under a Letter of Credit issued by it,
Administrative Agent is authorized and directed to apply any amounts held as
collateral security in accordance with the terms of this paragraph to reimburse
such Issuing Lender for the amount of such drawing.


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            Notwithstanding the foregoing, if at any time within 60 days after
acceleration of the maturity of any Loan, Borrowers shall pay all arrears of
interest and all payments on account of principal which shall have become due
otherwise than by acceleration (with interest on principal and, to the extent
permitted by law, on overdue interest, at the rates specified in this Agreement
or the Notes) and all Events of Default and Potential Events of Default (other
than non-payment of principal of and accrued interest on the Loans and the
Notes, and payments of amounts referred to in clause (z) above, in each case
which is due and payable solely by virtue of acceleration) shall be remedied or
waived pursuant to subsection 10.7, then Requisite Lenders by written notice to
Borrowers may rescind and annul the acceleration and its consequences (and upon
such written notice all obligations of each Lender hereunder shall be
reinstated, in each case as in effect immediately prior to such acceleration),
and Administrative Agent shall return to the applicable Loan Party any amounts
held by Administrative Agent pursuant to the immediately preceding paragraph as
cash collateral in the L/C Collateral Account in respect of amounts described in
clause (z) above; but such action shall not affect any subsequent Event of
Default or Potential Event of Default or impair any right consequent thereon.

            Anything contained in this Agreement to the contrary
notwithstanding, after the occurrence of an Event of Default and the
acceleration of the maturity of the Loans and the amounts referred to in clauses
(y) and (z) above, all payments relating to the Loans and such amounts shall be
made to Administrative Agent for the account of Lenders and all amounts received
by Administrative Agent which are to be applied to the payment of the
Obligations shall be distributed to Lenders in such a manner that each Lender
receives the same proportionate share of such amounts based on the ratio of the
Aggregate Amounts Due to such Lender to the Aggregate Amounts Due to all
Lenders.

                                    SECTION 8

                                     AGENTS

            8.1   APPOINTMENT

            Bankers is hereby appointed Administrative Agent hereunder by each
Lender and each Lender hereby authorizes Administrative Agent to act hereunder
and under the other instruments and agreements referred to herein (including
without limitation the Guaranties, the Collateral Documents and the
Intercreditor Agreement) as its agent hereunder and thereunder, and Bankers
agrees to act as such upon the express conditions contained in this Section 8,
the Guaranties, the Collateral Documents and the Intercreditor Agreement. BofA
and Scotia Capital are hereby appointed Co-Syndication Agents hereunder by each
Lender and each of BofA and Scotia Capital agrees to act as such upon the
express conditions contained in this Section 8. Deutsche Bank AG, London Branch,
is hereby appointed UK Administrative Agent hereunder by each Lender and each
Lender hereby authorizes UK Administrative Agent to act hereunder and under the
other instruments and agreements referred to herein as its agent hereunder and
thereunder, and Deutsche Bank AG, London Branch, agrees to act as such upon the
express conditions contained in this Section 8. The provisions of this Section 8
are solely for the benefit of Agents and Lenders, and no Borrower shall have any
rights as a third party beneficiary of any of the provisions hereof (except with
respect to the provisions relating solely to consent rights set forth in
subsection 8.6). In performing their functions and duties under this Agreement,
Agents


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shall act solely as agents of Lenders (except in connection with the exercise of
consent rights pursuant to subsection 10.7A) and do not assume and shall not be
deemed to have assumed any obligation towards or relationship of agency or trust
with or for Company or any of its Subsidiaries. Neither Co-Syndication Agent nor
any Lenders named as Joint Lead Arrangers, Managing Agents, Co-Agents or Lead
Book Managers hereunder shall have no duties or any liability under this
Agreement to any Person, other than as Lenders hereunder.

            8.2   POWERS; GENERAL IMMUNITY

            A. DUTIES SPECIFIED. Each Lender irrevocably authorizes
Administrative Agent to take such action on such Lender's behalf and to exercise
such powers hereunder and under the other instruments and agreements referred to
herein (including without limitation the Guaranties, the Collateral Documents
and the Intercreditor Agreement) as are specifically delegated to Administrative
Agent by the terms hereof and thereof, together with such powers as are
reasonably incidental thereto. Administrative Agent shall have only those duties
and responsibilities which are expressly specified in this Agreement, the
Guaranties, the Collateral Documents and the Intercreditor Agreement and may
perform such duties by or through its agents or employees. Each of the
Co-Syndication Agents shall have no powers or duties hereunder except as
expressly specified in this Agreement. The duties of Agents shall be mechanical
and administrative in nature; Agents shall not have by reason of this Agreement
a fiduciary relationship in respect of any Lender; and nothing in this
Agreement, expressed or implied, is intended to or shall be so construed as to
impose upon Agents any obligations in respect of this Agreement or the other
instruments and agreements referred to herein except as expressly set forth
herein or therein.

            B. NO RESPONSIBILITY FOR CERTAIN MATTERS. Agents shall not be
responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectability or sufficiency of this Agreement, the
Guaranties, the Collateral Documents, the Intercreditor Agreement or any Notes
issued hereunder, or for any representations, warranties, recitals or statements
made herein or therein or made in any written or oral statement or in any
financial or other statements, instruments, reports, certificates or any other
documents in connection herewith or therewith furnished or made by
Administrative Agent to Lenders or by or on behalf of any Borrower to
Administrative Agent or any Lender or be required to ascertain or inquire as to
the performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained herein or therein or as to the use of the
proceeds of the Loans or the use of Letters of Credit or of the existence or
possible existence of any Event of Default or Potential Event of Default.
Anything contained in this Agreement to the contrary notwithstanding,
Administrative Agent shall have no any liability arising from (i) confirmations
of the amount of outstanding Loans or the Letter of Credit Usage or the
component amounts thereof or (ii) failure for any reason whatsoever to deliver a
Loan Limitation Notice or notice thereof to any Lender pursuant to subsection
2.1E(v) in connection with any Offshore Loan requested by any Offshore Borrower
hereunder.

            C. EXCULPATORY PROVISIONS. Neither Agents nor any of their
respective officers, directors, employees or agents shall be liable to Lenders
for any action taken or omitted hereunder or in connection herewith (including
without limitation any act or omission under the Guaranties, the Collateral
Documents or the Intercreditor Agreement) unless caused by its or


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their gross negligence or willful misconduct. If Administrative Agent shall
request instructions from Lenders with respect to any act or action (including
the failure to take an action) in connection with this Agreement, or the other
instruments and agreements referred to herein, Administrative Agent shall be
entitled to refrain from such act or taking such action unless and until
Administrative Agent, shall have received instructions from Requisite Lenders.
Without prejudice to the generality of the foregoing, (i) Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
communication, instrument or document believed by it in good faith to be genuine
and correct and to have been signed or sent by the proper person or persons, and
shall be entitled to rely and shall be protected in relying on opinions and
judgments of attorneys (who may be attorneys for Company and its Subsidiaries),
accountants, experts and other professional advisors selected by it; and (ii) no
Lender shall have any right of action whatsoever against Administrative Agent as
a result of Administrative Agent acting or (where so instructed) refraining from
acting under this Agreement or the other instruments and agreements referred to
herein in accordance with the instructions of Requisite Lenders. Administrative
Agent shall be entitled to refrain from exercising any power, discretion or
authority vested in it under this Agreement or the other instruments and
agreements referred to herein unless and until it has obtained the instructions
of Requisite Lenders.

            D. AGENTS ENTITLED TO ACT AS LENDER. The agency hereby created shall
in no way impair or affect any of the rights and powers of, or impose any duties
or obligations upon, any Agent in its individual capacity as a Lender hereunder.
With respect to its participation in the Loans and Letters of Credit, each Agent
shall have the same rights and powers hereunder as any other Lender and may
exercise the same as though it were not performing the duties and functions
delegated to it hereunder and the term "Lender" or "Lenders" or any similar term
shall, unless the context clearly otherwise indicates, include each Agent in its
individual capacity. Each Agent and each of its Affiliates may accept deposits
from, lend money to and generally engage in any kind of banking, trust,
financial advisory or other business with any Borrower or any Affiliate of any
Borrower as if it were not performing the duties specified herein, and may
accept fees and other consideration from any Borrower for services in connection
with this Agreement and otherwise without having to account for the same to
Lenders.

            8.3   REPRESENTATIONS AND WARRANTIES; NO RESPONSIBILITY FOR
                  APPRAISAL OF CREDITWORTHINESS

            Each Lender represents and warrants that it has made its own
independent investigation of the financial condition and affairs of Company and
the Borrowers in connection with the making of the Loans, the extensions of
credit under the Domestic Overdraft Account and the Offshore Overdraft Accounts
(in the case of Administrative Agent and each Lender that is an Offshore
Overdraft Account Provider) and the issuance of Letters of Credit hereunder and
such Lender's purchasing of participations in such Loans, the Domestic Overdraft
Account, the Offshore Overdraft Accounts or such Letters of Credit and has made
and shall continue to make its own appraisal of the creditworthiness of Company
and the Borrowers. No Agent shall have any duty or responsibility either
initially or on a continuing basis to make any such investigation or any such
appraisal on behalf of Lenders or to provide any Lender with any credit or other
information with respect thereto whether coming into its possession before the
making of the Loans or the issuance of the Letters of Credit or any time or
times thereafter and no Agent shall


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have any further responsibility with respect to the accuracy of or the
completeness of the information provided to Lenders.

            8.4   RIGHT TO INDEMNITY

            Each Lender severally agrees to indemnify each Agent,
proportionately to its Pro Rata Share as in effect on the date on which
indemnification is sought hereunder, to the extent such Agent shall not have
been reimbursed by Borrowers, for and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including, without limitation, counsel fees and disbursements) or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against such Agent in performing its duties hereunder or in any
way relating to or arising out of this Agreement or the other instruments and
agreements referred to herein; PROVIDED that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from such Agent's
gross negligence or willful misconduct. If any indemnity furnished to an Agent
for any purpose shall, in the opinion of such Agent, be insufficient or become
impaired, such Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished.

            8.5   REGISTERED PERSONS TREATED AS OWNERS

            Administrative Agent may deem and treat the Persons listed as
Lenders in the Register as the owners of the corresponding Loans listed therein
for all purposes hereof unless and until an Assignment and Acceptance effecting
the assignment or transfer thereof shall have been accepted by Administrative
Agent and recorded in the Register as provided in subsection 10.2B(ii). Any
request, authority or consent of any Person who, at the time of making such
request or giving such authority or consent, is listed in the Register as a
Lender shall be conclusive and binding on any subsequent holder, transferee or
assignee of the corresponding Loan.

            8.6   SUCCESSOR AGENTS AND DOMESTIC OVERDRAFT ACCOUNT PROVIDER

            (i) Administrative Agent or UK Administrative Agent may resign at
any time by giving 30 days' prior written notice thereof to Lenders and
Borrowers' Agent, and Administrative Agent or UK Administrative Agent may be
removed at any time with or without cause by an instrument or concurrent
instruments in writing delivered to Borrowers' Agent and Administrative Agent
and signed by Requisite Lenders. Upon any such notice of resignation or any such
removal, Requisite Lenders shall have the right, upon five days' notice to
Company and Borrowers' Agent, to appoint a successor Administrative Agent or UK
Administrative Agent, as applicable; PROVIDED that so long as no Event of
Default shall have occurred and be continuing such appointment shall be subject
to the consent of Borrowers' Agent, which consent shall not be unreasonably
withheld. Upon the acceptance of any appointment as an Administrative Agent or
UK Administrative Agent hereunder by a successor Administrative Agent or UK
Administrative Agent, that successor Administrative Agent or UK Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring or removed Administrative Agent or UK
Administrative Agent as applicable, and the retiring or removed Administrative
Agent or UK Administrative Agent shall be discharged from its duties and


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<PAGE>

obligations as Administrative Agent or UK Administrative Agent under this
Agreement. After any retiring or removed Administrative Agent's or UK
Administrative Agent's resignation or removal hereunder as Administrative Agent
or UK Administrative Agent, the provisions of this Section 8 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent or UK Administrative Agent under this Agreement.

            (ii) Any resignation or removal of Administrative Agent pursuant to
this subsection 8.6 shall also constitute the resignation or removal of
Administrative Agent as the provider of the Domestic Overdraft Account and as
Collateral Agent, and any successor Administrative Agent appointed pursuant to
this subsection 8.6 shall, upon its acceptance of, and as a condition to, such
appointment, become the successor provider of the Domestic Overdraft Account and
Collateral Agent for all purposes hereunder. In such event (a) Domestic
Borrowers shall repay in full the Domestic Overdraft Amount and all other
amounts owing to the retiring or removed Administrative Agent under the
Overdraft Agreement, and (b) Borrowers and the retiring or removed
Administrative Agent shall terminate the Domestic Overdraft Agreement to which
they are a party and Company and the successor Administrative Agent shall enter
into a successor Domestic Overdraft Agreement.

            8.7   INTERCREDITOR AGREEMENT, SUBSIDIARY GUARANTY AND COLLATERAL
                  DOCUMENTS; RELEASE OF SUBSIDIARY GUARANTY

            Each Lender hereby authorizes Collateral Agent to enter into the
Intercreditor Agreement on behalf of and for the benefit of that Lender, and
agrees to be bound by the terms of the Intercreditor Agreement. Each Lender
hereby authorizes Collateral Agent to enter into the Guaranties, the
Intercreditor Agreement, and each Collateral Document, and to take all action
contemplated by the Guaranties, the Intercreditor Agreement, and the Collateral
Documents; PROVIDED that Collateral Agent shall not enter into or consent to any
amendment, modification, termination or waiver of any provision contained in the
Intercreditor Agreement without the prior consent of the Requisite Lenders. Each
Lender agrees that no Lender shall have any right individually to seek to
enforce the Guaranties or to realize upon the security granted by any Collateral
Document, it being understood and agreed that such rights and remedies may be
exercised by Collateral Agent for the benefit of Lenders and the parties to the
Intercreditor Agreement upon the terms of the Collateral Documents and the
Intercreditor Agreement.

                                    SECTION 9

                                COMPANY GUARANTY

            9.1   GUARANTY

            Company hereby irrevocably and unconditionally guaranties the due
and punctual payment of all Obligations of all Borrowers hereunder, all
obligations and liabilities under Interest Rate Agreements by and between
Company or any of its Subsidiaries and Lenders or Affiliates of Lenders
("INTEREST RATE OBLIGATIONS") and all Currency Agreements by and between Company
or any of its Subsidiaries and Lenders or Affiliates of Lenders ("CURRENCY
OBLIGATIONS") and any Other Permitted Credit Exposure, when the same shall
become due, whether at stated maturity, by required payment, declaration, demand
or otherwise (including


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<PAGE>

amounts which would become due but for the operation of the automatic stay under
Section 362(a) of the Bankruptcy Code), and agrees to pay any and all costs and
expenses (including reasonable fees and disbursements of counsel and allocated
costs of internal counsel) incurred by Collateral Agent, Agents or Lenders or
their Affiliates party to such Other Lender Guarantied Obligations (each, a
"GUARANTIED PARTY" and collectively, the "GUARANTIED PARTIES") in enforcing or
preserving any rights under this Guaranty (all such obligations collectively,
the "GUARANTIED OBLIGATIONS"); PROVIDED, THAT, in order to enjoy the benefit of
the foregoing guaranty any such Lender or Affiliate thereof party to any such
Other Permitted Credit Exposure, Interest Rate Obligations or Currency
Obligations shall execute and deliver to Collateral Agent, during such time as
such Lender is a Lender under this Agreement, an acknowledgment to the
Intercreditor Agreement agreeing to be bound thereby and acknowledged by
Borrowers' Agent. Any Lender or Affiliate thereof obtaining the benefit of the
foregoing guaranty with respect to Other Permitted Credit Exposure, Interest
Rate Obligations or Currency Obligations shall remain a Guarantied Party
hereunder with respect to such Other Permitted Credit Exposure, Interest Rate
Obligations or Currency Obligations only for so long as such Lender remains a
Lender under this Agreement.

            9.2   WAIVERS

            A. Company agrees that the Guarantied Obligations may be extended or
renewed, in whole or in part, without notice or further assent from it, and that
Company will remain bound upon this Guaranty notwithstanding any extension,
renewal or other alteration of any Guarantied Obligation.

            B. Company waives presentation of, demand of, and protest of any
Guarantied Obligation and also waives notice of protest for nonpayment. The
obligations of Company under this Guaranty shall not be affected by:

                  (i) the failure of any Guarantied Party or any other Person to
      assert any claim or demand or to enforce any right or remedy against
      Company, any Borrower or any Subsidiary under the provisions of this
      Agreement, any other Loan Document, any Interest Rate Agreement, any
      Currency Agreement or any document relating to Other Permitted Credit
      Exposure or any other agreement or otherwise,

                  (ii) any extension or renewal of any provision of any thereof,

                  (iii) any rescission, waiver, amendment or modification of any
      of the terms or provisions of this Agreement, any other Loan Document, any
      Interest Rate Agreement, any Currency Agreement or any document relating
      to Other Permitted Credit Exposure or any instrument or agreement executed
      pursuant hereto or thereto,

                  (iv) the failure to perfect any security interest in, or the
      release of, any of the security held by any Guarantied Party, Collateral
      Agent, any Agent or any other Person for any of the Guarantied
      Obligations, or

                  (v) the failure of any Guarantied Party or any other Person to
      exercise any right or remedy against any Borrower or any Guarantor of any
      of the Guarantied Obligations.


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<PAGE>

            C. Company further agrees that this Guaranty constitutes a guaranty
of payment when due and not of collection and waives any right to require that
any resort be had by any Guarantied Party or any other Person to any of the
security held for payment of any of the Guarantied Obligations or to any balance
of any deposit account or credit on the books of any Guarantied Party or any
other Person in favor of a Borrower or any other Person.

            D. The obligations of Company under this SECTION 9 shall not be
subject to any reduction, limitation, impairment or termination for any reason,
including, without limitation, any claim of waiver, release, surrender,
alteration or compromise of any of the Guarantied Obligations, and shall not be
subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of any of
the Guarantied Obligations, the discharge of any Borrower or any other guarantor
from any of the Guarantied Obligations in a bankruptcy or similar proceeding, or
otherwise. Without limiting the generality of the foregoing, the obligations of
Company under this SECTION 9 shall not be discharged or impaired or otherwise
affected by the failure of any Guarantied Party, Collateral Agent, any Agent or
any other Person to assert any claim or demand or to enforce any remedy under
this Agreement, any other Loan Document, any Interest Rate Agreement, any
Currency Agreement or any document relating to Other Permitted Credit Exposure
or any other agreement, by any waiver or modification of any hereof or thereof,
by any default, or 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
Company or which would otherwise operate as a discharge of Company as a matter
of law or equity.

            E. Company further agrees that this Guaranty shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of, interest on or any other amount with respect to
any Guarantied Obligation is rescinded or must otherwise be restored by any
Guarantied Party, Collateral Agent, any Agent or any other Person upon the
bankruptcy or reorganization of Company, any other Person or otherwise.

            9.3   PAYMENT

            Company further agrees, in furtherance of the foregoing and not in
limitation of any other right which any Guarantied Party, Collateral Agent, any
Agent or any other Person may have at law or in equity against Company by virtue
hereof, upon the failure of any Borrower to pay any of the Guarantied
Obligations when and as the same shall become due, whether by required
prepayment, declaration or otherwise (including amounts which would become due
but for the operation of the automatic stay under Section 362(a) of the
Bankruptcy Code), Company will forthwith pay, or cause to be paid, in cash, to
Collateral Agent for the ratable benefit of Guarantied Parties, an amount equal
to the sum of the unpaid principal amount of such Guarantied Obligations then
due as aforesaid, accrued and unpaid interest on such Guarantied Obligations
(including, without limitation, interest which, but for the filing of a petition
in a bankruptcy, reorganization or other similar proceeding with respect to any
Borrower, would have accrued on such Guarantied Obligations) and all other
Guarantied Obligations then owed to Guarantied Parties as aforesaid. All such
payments shall be applied promptly from time to time by Collateral Agent:


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<PAGE>

            FIRST, to the payment of the costs and expenses of any collection or
other realization under this Guaranty, including reasonable compensation to
Collateral Agent and its agents and counsel, and all expenses, liabilities and
advances made or incurred by Collateral Agent in connection therewith;

            SECOND, (i) upon and during the effectiveness of the Intercreditor
Agreement, to the payment of the Guarantied Obligations as provided in Section 3
of the Intercreditor Agreement and (ii) except as set forth in clause (i), to
the payment of the Guarantied Obligations for the ratable benefit of the holders
thereof; and

            THIRD, after payment in full of all Guarantied Obligations, to the
payment to Company, or its successors or assigns, or to whomsoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction
may direct, of any surplus then remaining from such payments.

            9.4   WAIVER OF SUBROGATION, ETC.

            Company hereby waives any claim, right or remedy, direct or
indirect, that it now has or may hereafter have against any Borrower or any of
its assets in connection with this Section 9 or the performance by Company of
its obligations hereunder, in each case whether such claim, right or remedy
arises in equity, under contract, by statute, under common law or otherwise and
including without limitation (a) any right of subrogation, reimbursement or
indemnification that Company now has or may hereafter have against any Borrower
or Subsidiary thereof, (b) any right to enforce, or to participate in, any
claim, right or remedy that Collateral Agent or any other Guarantied Party now
has or may hereafter have against any Borrower or a Subsidiary thereof, and (c)
any benefit of, and any right to participate in, any collateral or security now
or hereafter held by Collateral Agent or any other Guarantied Party. In
addition, until the Guarantied Obligations shall have been paid in full and the
Commitments shall have terminated and all Letters of Credit shall have expired
or been cancelled, Company shall withhold exercise of any right of contribution
it may have against any other guarantor of the Guarantied Obligations as a
result of any payment hereunder. Company further agrees that, to the extent the
waiver of its rights of subrogation, reimbursement, indemnification and
contribution as set forth herein is found by a court of competent jurisdiction
to be void or voidable for any reason, any such rights of subrogation,
reimbursement or indemnification Company may have against any Borrower thereof
or against any collateral or security, and any such rights of contribution
Guarantor may have against any such other guarantor, shall be junior and
subordinate to any rights Collateral Agent or any Guarantied Party may have
against any Borrower or other guarantor, to all right, title and interest
Collateral Agent or any Guarantied Party may have in any such collateral or
security, and to any right Collateral Agent or any Guarantied Party may have
against such other guarantor. If any amount shall be paid to Company on account
of any such subrogation, reimbursement, indemnification or contribution rights
at any time when all Guarantied Obligations shall not have been paid in full,
such amount shall be held in trust for Collateral Agent on behalf of Guarantied
Parties and shall forthwith be paid over to Collateral Agent for the benefit of
Guarantied Parties to be credited and applied against the Guarantied
Obligations, whether matured or unmatured, in accordance with the terms hereof.


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<PAGE>

            Collateral Agent has been appointed to act as Guarantied Party
hereunder by Lenders for their benefit and, by their acceptance of the benefits
hereof, the holders of any Other Lender Guarantied Obligations. Except as
otherwise provided in the next succeeding paragraph, Collateral Agent shall be
obligated, and shall have the right hereunder, to make demands, to give notices,
to exercise or refrain from exercising any rights, and to take or refrain from
taking any action, solely in accordance with this Guaranty and this Agreement;
provided that, except as otherwise provided in the Intercreditor Agreement,
Guarantied Party shall exercise, or refrain from exercising, any remedies
hereunder in accordance with the instructions of Requisite Lenders. In
furtherance of the foregoing provisions of this paragraph, each holder of Other
Lender Guarantied Obligations, by its acceptance of the benefits hereof, agrees
that it shall have no right individually to enforce this SECTION 9, it being
understood and agreed by such holder that all rights and remedies hereunder may
be exercised solely by Collateral Agent for the benefit of the Guarantied
Parties in accordance with the terms of this paragraph.

            Anything contained in this Guaranty to the contrary notwithstanding,
upon and during the effectiveness of the Intercreditor Agreement no Guarantied
Party shall be entitled to take any action whatsoever to enforce any term or
provision of this Guaranty except through the Collateral Agent in accordance
with the terms of the Intercreditor Agreement.

            9.5   TERMINATION

            At such time as all Obligations have been paid in full and all
Commitments have terminated and all Letters of Credit have expired or have been
cancelled, the provisions of this Section 9 shall be of no further force and
effect as to any Other Lender Guaranteed Obligations guaranteed hereby unless an
Event of Default described in subsection 7.6 or subsection 7.7 shall then be
continuing.

            9.6   SECURITY

            The obligations of Company under this SECTION 9 are secured pursuant
to the Pledge Agreement and the Security Agreement.

                                   SECTION 10

                                  MISCELLANEOUS

            10.1 REPRESENTATION OF LENDERS

            Each Lender hereby represents that it will make each Loan hereunder
for its own account in the ordinary course of its business; provided, HOWEVER,
that, subject to subsection 10.2, the disposition of the Notes or other
evidences of Indebtedness held by that Lender shall at all times be within its
exclusive control.

            10.2 ASSIGNMENTS AND PARTICIPATIONS IN LOANS, NOTES AND LETTERS OF
CREDIT

            A. GENERAL. Each Lender shall, subject to the provisions of this
subsection 10.2, have the right at any time to (i) sell, assign, transfer or
negotiate to any Eligible Assignee, or (ii) sell participations to any Person
in, all or any part of any Loan or Loans made by it or its


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Commitments or its Letters of Credit or participations therein or any other
interest herein or in any other Obligations owed to it; PROVIDED that no such
assignment or participation shall, without the consent of Company, require any
Borrower to file a registration statement with the Securities and Exchange
Commission or any foreign securities exchange or apply to qualify such
assignment or participation of the Loans, Letters of Credit or participations
therein or the other Obligations under the securities laws of any state. No such
sale, assignment, transfer or negotiation of the Term Loan or Term Loan
Commitment or participation therein by a Lender shall require a ratable sale,
assignment, transfer or negotiation of the Revolving Loans or Revolving Loan
Commitment of such Lender, and no such sale, assignment, transfer or negotiation
of the Revolving Loans or Revolving Loan Commitment or participation therein by
a Lender shall require a ratable sale, assignment, transfer or negotiation of
the Term Loan or Term Loan Commitment of such Lender. Except as otherwise
provided in this subsection 10.2, no Lender shall, as between any Borrower and
such Lender, be relieved of any of its obligations hereunder as a result of any
sale, assignment, transfer or negotiation of, or any granting of participations
in, all or any part of the Loans, Commitments, Letters of Credit or
participations therein or the other Obligations owed to such Lender.

            B. ASSIGNMENTS.

            (i) AMOUNTS AND TERMS OF ASSIGNMENTS. Each Loan, Commitment, Letter
            of Credit or participation therein or other Obligation may (a) be
            assigned in any amount (of a constant and not a varying percentage)
            to another Lender, or to an Affiliate of the assigning Lender or
            another Lender, with the giving of notice to Borrowers' Agent and
            Administrative Agent or a Related Fund of such Lender; PROVIDED
            THAT, if such Related Fund is not a Lender, such assignment shall be
            in an amount not less than $1,000,000 in the case of a Term Loan and
            $5,000,000 in the case of a Revolving Loan Commitment, Letter of
            Credit or participation therein or other Obligation or (b) be
            assigned in an amount (of a constant and not a varying percentage)
            of not less than $1,000,000 in the case of a Term Loan and
            $5,000,000 in the case of a Revolving Loan Commitment, Letter of
            Credit or participation therein or other Obligation (or such lesser
            amount (X) as shall constitute the aggregate amount of all Loans,
            Commitments, Letters of Credit or participations therein and other
            Obligations of the assigning Lender or (Y) so long as, after giving
            effect to such assignment and any other assignments concurrently
            being made to the assignee, such assignee receives not less than
            $1,000,000 of Term Loans, or $5,000,000 of Revolving Loans,
            Commitments, or other Obligations assigned to it) to any other
            Eligible Assignee with the giving of notice to Borrowers' Agent and
            Administrative Agent and, if no Event of Default shall have occurred
            and be continuing, with the consent of Borrowers' Agent and
            Administrative Agent, in the case of an assignment made by a Lender
            other than Administrative Agent, or with the consent of Borrowers'
            Agent, in the case of an assignment made by Administrative Agent
            (which consent of Borrowers' Agent and Administrative Agent shall
            not be unreasonably withheld, withdrawn, delayed or denied; PROVIDED
            that the inability of an Eligible Assignee to satisfy the
            requirements set forth in subsection 2.7C(iv) of this Agreement, if
            applicable, shall constitute reasonable grounds for withholding such
            consent); and PROVIDED FURTHER, HOWEVER, that any assignment in
            accordance with clause (b) either after


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            the occurrence and during the continuation of an Event of Default or
            if required by applicable law shall not require the consent of the
            Borrowers' Agent or the Company. To the extent of any such
            assignment in accordance with either clause (a) or (b) above, the
            assigning Lender shall be relieved of its obligations with respect
            to its Loans, Commitments, Letters of Credit or participations
            therein or other Obligations or the portion thereof so assigned. The
            parties to each such assignment shall execute and deliver to
            Administrative Agent, for its acceptance and recording in the
            Register, an Assignment and Acceptance, together with, with respect
            to assignments which occur following the Closing Date, a processing
            and recordation fee of $3,500 payable to Administrative Agent and
            such certificates, documents or other evidence, if any, with respect
            to United States federal income tax withholding and foreign tax
            withholding matters as the assignee under such Assignment and
            Acceptance may be required to deliver to Administrative Agent
            pursuant to subsection 2.7C(iv). Upon such execution, delivery and
            acceptance, from and after the effective date specified in such
            Assignment and Acceptance, (y) the assignee thereunder shall be a
            party hereto and a "Lender" hereunder to the extent of the portion
            of any such Commitment so assigned hereunder and, to the extent that
            rights and obligations hereunder have been assigned to it pursuant
            to such Assignment and Acceptance, shall have the rights and
            obligations of a Lender hereunder, including, without limitation,
            the obligation in subsection 10.20 to maintain the confidentiality
            of all non-public information received by it pursuant to this
            Agreement and (z) the assigning Lender thereunder shall, to the
            extent that rights and obligations hereunder have been assigned by
            it pursuant to such Assignment and Acceptance, relinquish its rights
            and be released from its obligations (except as otherwise provided
            in subsection 10.11) under this Agreement (and, in the case of an
            Assignment and Acceptance covering all or the remaining portion of
            an assigning Lender's rights and obligations under this Agreement,
            such assigning Lender shall cease to be a party hereto); PROVIDED
            that, if the assignee of the assigning Lender is an Affiliate of
            such Lender, such assignee shall not be entitled to receive any
            greater amount pursuant to subsections 2.6E or 2.7 than the
            assigning Lender would have been entitled to receive in respect of
            the amount of the assignment effected by such assigning Lender to
            such Affiliate had no such assignment occurred. The Commitments
            hereunder shall be modified to reflect the Commitments of such
            assignee and any remaining Commitments of such assigning Lender and,
            if any such assignment occurs after the issuance of a Note to the
            assigning Lender hereunder, if requested pursuant to subsection
            2.1G(iv), new Notes shall, upon surrender of the assigning Lender's
            Note, be issued upon request to the assignee and to the assigning
            Lender, substantially in the form of EXHIBIT IV, EXHIBIT V, EXHIBIT
            VI annexed hereto, as the case may be, with appropriate insertions,
            to reflect the new Commitments and/or outstanding Loans, as the case
            may be, of the assignee and the assigning Lender. In the event that
            a Lender assigns the full amount of its Term Loans and Revolving
            Loans, its Revolving Loan Commitments and its other Obligations and
            such Lender has an Offshore Loan Commitment, any outstanding
            Offshore Loans at the time of such assignment, such Lender must also
            assign the


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            full amount of such Offshore Loans to an Eligible Assignee and the
            full amount of such Offshore Loan Commitment in accordance with the
            terms of this paragraph.

            (ii) ACCEPTANCE BY ADMINISTRATIVE AGENT; RECORDATION IN Register.
            Subject to the requirements of subsection 10.2B(i) with respect to
            assignments of Offshore Loan Commitments, upon its receipt of an
            Assignment and Acceptance executed by an assigning Lender and an
            assignee representing that it is an Eligible Assignee, together with
            the processing and recordation fee referred to in subsection
            10.2B(i) and any certificates, documents or other evidence with
            respect to United States federal income tax withholding and foreign
            tax withholding matters that such assignee may be required to
            deliver to Administrative Agent pursuant to subsection 2.7C(iv),
            Administrative Agent shall, if such Assignment and Acceptance has
            been completed and is in substantially the form of EXHIBIT X hereto
            and if Administrative Agent and Company have consented to the
            assignment evidenced thereby (in each case to the extent such
            consent is required pursuant to subsection 10.2B(i)), (a) accept
            such Assignment and Acceptance by executing a counterpart thereof as
            provided therein (which acceptance shall evidence any required
            consent of Administrative Agent to such assignment), (b) record the
            information contained therein in the Register, and (c) give prompt
            notice thereof to Company. Administrative Agent shall maintain a
            copy of each Assignment and Acceptance delivered to and accepted by
            it as provided in this subsection 10.2B(ii).

            C. PARTICIPATIONS. The holder of any participation, other than an
Affiliate of the Lender granting such participation, shall not be entitled to
require such Lender to take or omit to take any action hereunder except action
directly affecting (i) the extension of the regularly scheduled maturity of any
portion of the principal amount of or interest on any Loan allocated to such
participation; and (ii) a reduction of the principal amount of or the rate of
interest payable on any Loan or payments due in repayment of draws under Letters
of Credit allocated to such participation and all amounts payable by each
Borrower hereunder shall be determined as if such Lender had not sold such
participation. A Lender which has sold a participation in its Loans or
Commitments shall require the holder of such participation to agree in writing
to comply with the provisions of subsection 10.20 and if a Lender desires to
give any prospective participant a copy of any non-public information obtained
by Lenders pursuant to the requirements of this Agreement which has been
identified as such by any Borrower, such Lender shall require such prospective
participant to agree to hold such information in accordance with such
prospective participant's customary procedures for handling confidential
information of this nature and in accordance with safe and sound banking
practices prior to its delivery of such material to such prospective
participant. Each Borrower hereby acknowledges and agrees that, only for
purposes of subsections 2.6E, 2.7, 10.5 and 10.6, any participation will give
rise to a direct obligation of such Borrower to the participant and the
participant shall be considered to be a "Lender"; PROVIDED that no participant
shall be entitled to receive any greater amount pursuant to subsections 2.6E or
2.7 than the transferor Lender would have been entitled to receive in respect of
the amount of the participation effected by such transferor Lender to such
participant had no such participation occurred.


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            D. ASSIGNMENTS TO FEDERAL RESERVE BANKS. In addition to the
assignments and participations permitted under the foregoing provisions of this
subsection 10.2, any Lender may assign and pledge all or any portion of its
Loans, the other Obligations owed to such Lender, and its Notes to any Federal
Reserve Bank as collateral security pursuant to Regulation A of the Board of
Governors of the Federal Reserve System and any operating circular issued by
such Federal Reserve Bank; and any Lender that is a fund that invests in bank
loans may without the consent of the Administrative Agent or any Borrower,
pledge all or any portion of its rights under this Agreement and the other Loan
Documents (including, without limitation, the Notes held by it) to any trustee
for, or any other representative of, holders of obligations owed, or securities
issued, by such fund, as security for such obligations or securities; PROVIDED
that any foreclosure or similar action by such trustee shall be subject to the
provisions of this subsection concerning assignments; PROVIDED that (i) no
Lender shall, as between any Borrower, and such Lender, be relieved of any of
its obligations hereunder as a result of any such assignment and pledge and (ii)
in no event shall such Federal Reserve Bank be considered to be a "Lender" or be
entitled to require the assigning Lender to take or omit to take any action
hereunder.

            E. SUCCESSOR OFFSHORE OVERDRAFT PROVIDERS. Any Offshore Overdraft
Account Provider may resign at any time by giving 30 days' prior written notice
thereof to the Lenders, the relevant Offshore Borrower and Administrative Agent.
Upon (i) any such notice of resignation, upon five days notice to Lenders and
Administrative Agent, or (ii) an assignment by such Offshore Overdraft Account
Provider of all of its Offshore Loan Commitment, such Offshore Borrower shall
have the right to appoint a Lender with respect to Offshore Loans as successor
Offshore Overdraft Account Provider with respect to the Applicable Currency;
PROVIDED that such appointment shall be subject to the consent of Agents, which
consent shall not be unreasonably withheld. Upon the acceptance of any such
appointment as an Offshore Overdraft Account Provider hereunder by a successor
Offshore Overdraft Account Provider, the relevant Offshore Borrower shall repay
in full the relevant Offshore Overdraft Amount and all other amounts owing to
the resigning Offshore Overdraft Account Provider under the relevant Offshore
Overdraft Agreement, and such Borrower and the resigning Offshore Overdraft
Account Provider shall terminate such Offshore Overdraft Agreement and the
successor Offshore Overdraft Account Provider shall enter into a successor
Offshore Overdraft Agreement.

            F. INFORMATION. Each Lender may furnish any information concerning
Company and its Subsidiaries in the possession of that Lender from time to time
to assignees and participants (including prospective assignees and
participants), subject to subsection 10.20.

            G. REPLACEMENT OF POST-CLOSING DATE LENDER. At any time the Moody's
rating or the S&P rating for any Post-Closing Date Lender (as defined below) is
lower than Baa3 or BBB-, respectively:

            (i) if Company's long term unsecured debt rating is Ba2 or higher
            from Moody's and BB or higher from S&P, then Company may (but shall
            not be obligated to) obtain a commitment from another Lender or
            Lenders or an Eligible Assignee or Eligible Assignees to become a
            Lender or Lenders for all purposes under this Agreement (in the case
            of any such Eligible Assignee) and to assume all obligations of such
            Post-Closing Date Lender hereunder; and


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            (ii) if Company's long term unsecured debt rating is lower than Ba2
            from Moody's or lower than BB from S&P, and Requisite Lenders have
            elected to replace such Post-Closing Date Lender, then Requisite
            Lenders or Company (with the consent of Requisite Lenders) may
            obtain a commitment from another Lender or Lenders or an Eligible
            Assignee or Eligible Assignees to become a Lender or Lenders for all
            purposes under this Agreement (in the case of any such Eligible
            Assignee) and to assume all obligations of such Post-Closing Date
            Lender hereunder.

In the event the commitment referred to in clause (i) or (ii) above to assume
all obligations of the relevant Post-Closing Date Lender is obtained in
accordance with such clause, the relevant Post-Closing Date Lender (1) shall
assign all of its Loans, its Commitments and its other obligations to such other
Lender or Lenders or Eligible Assignee or Eligible Assignees, at par, pursuant
to the provisions of subsection 10.2B; PROVIDED that, such replacement shall not
be effective until (x) the applicable Borrower has paid or caused to be paid to
such Post-Closing Date Lender all principal, interest, fees and other amounts
then due and owing to such Post-Closing Date Lender hereunder through such date
of replacement (including any amounts payable under subsection 2.6E) (and each
Borrower hereby agrees to pay such amounts with respect to the relevant Loans,
Commitments and other Obligations), (y) Company has paid to Administrative Agent
the processing and recordation fee required to be paid by subsection 10.2B(i)
(and Company hereby agrees to pay such amounts), and (z) all of the requirements
for such assignment contained in subsection 10.2B, including, without
limitation, the receipt by Administrative Agent of an executed Assignment and
Acceptance and other supporting documents, have been fulfilled, and (2) shall be
obligated to use its best efforts to cause the foregoing replacement to occur.
For purposes of this subsection 10.2G, "POST-CLOSING DATE LENDER" means any
Lender having Revolving Loan Exposure which is neither a Lender on the Closing
Date nor an Affiliate of any Lender party to this Agreement on the Closing Date.

            10.3  EXPENSES

            Whether or not the transactions contemplated hereby shall be
consummated, each Domestic Borrower jointly and severally agrees to promptly pay
(i) all the actual and reasonable costs and expenses of Arrangers and Agents and
their counsel in connection with the syndication of the Commitments and all the
actual and reasonable costs and expenses of preparation of this Agreement and
the other Loan Documents and all the costs of furnishing all opinions by counsel
for the Loan Parties (including without limitation any opinions requested by
Lenders as to any legal matters arising hereunder), and of each Loan Party's
performance of and compliance with all agreements and conditions contained
herein on their part to be performed or complied with; (ii) the reasonable fees,
expenses and disbursements of counsel to Agents (including allocated costs of
internal counsel) in connection with the negotiation, preparation, execution and
administration of this Agreement, the other Loan Documents, the Letters of
Credit and the Loans hereunder, and any amendments and waivers hereto or
thereto; and (iii) after the occurrence of an Event of Default, all costs and
expenses (including reasonable attorneys' fees, including allocated costs of
internal counsel, and costs of settlement) incurred by any Lender in enforcing
any Obligations of or in collecting any payments due from any Borrower hereunder
or under the Notes or any of the other Loan Documents by reason of such Event of
Default or in connection


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with any refinancing or restructuring of the credit arrangements provided under
this Agreement in the nature of a "work-out" or of any insolvency or bankruptcy
proceedings.

            10.4  INDEMNITY

            In addition to the payment of expenses pursuant to subsection 10.3,
whether or not the transactions contemplated hereby shall be consummated, each
Domestic Borrower jointly and severally agrees to indemnify, pay and hold Agents
and Lenders and the officers, directors, employees, agents, and affiliates of
Agents and Lenders (collectively called the "INDEMNITEES") harmless from and
against, any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, expenses and disbursements of any kind
or nature whatsoever (including, without limitation, the reasonable fees and
disbursements of counsel for such Indemnitees in connection with any
investigative, administrative or judicial proceeding commenced or threatened,
whether or not such Indemnitee shall be designated a party thereto), which may
be imposed on, incurred by, or asserted against that Indemnitee, in any manner
relating to or arising out of this Agreement or the other Loan Documents,
Lenders' agreement to make the Loans or the use or intended use of the proceeds
of the Loans or the issuance of Letters of Credit hereunder and Lenders'
agreement to purchase participations therein as provided for herein or the use
or intended use of the Letters of Credit or the honoring of overdrafts under the
Domestic Overdraft Agreement or the purchase of participations by Lenders in the
Domestic Overdraft Amount or in the Offshore Overdraft Amounts (the "INDEMNIFIED
LIABILITIES"); PROVIDED that no Domestic Borrower shall have any obligation to
an Indemnitee hereunder with respect to indemnified liabilities arising from the
gross negligence or willful misconduct of that Indemnitee. Each Domestic
Borrower, jointly and severally, also agrees to indemnify and hold harmless the
Indemnitees from any claim, demand or liability for broker's or finder's fees
alleged to have been incurred in connection with any transactions contemplated
by this Agreement and any expenses, including reasonable legal fees, arising in
connection with any such claim, demand or liability. To the extent that the
undertaking to indemnify, pay and hold harmless set forth in the preceding
sentence may be unenforceable because it is violative of any law or public
policy, each Domestic Borrower shall contribute the maximum portion which it is
permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all indemnified liabilities incurred by the Indemnitees or any
of them.

            10.5  SET OFF

            For so long as any of the Obligations are secured by one or more
Real Property Assets located in the State of California, each Lender agrees not
to charge or offset any amount owed to it by any Loan Party against any of the
accounts, property or assets of any Loan Party without the prior written consent
of Collateral Agent. Subject to the foregoing sentence, in addition to any
rights now or hereafter granted under applicable law and not by way of
limitation of any such rights, but in all cases subject to subsection 10.23,
upon the occurrence and during the continuance of any Event of Default, each
Lender is hereby authorized by Company and each Borrower at any time or from
time to time, without notice to Company or such Borrower, or to any other
Person, any such notice being hereby expressly waived, to set off and to
appropriate and to apply any and all deposits (general or special, including,
but not limited to, Indebtedness evidenced by certificates of deposit, whether
matured or unmatured but not including trust accounts and in whatever currency
denominated) and any other Indebtedness at any time held or


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owing by that Lender or any Affiliate thereof to or for the credit or the
account of Company or such Borrower against and on account of the obligations
and liabilities of Company or such Borrower to that Lender under this Agreement,
the Notes, the Domestic Overdraft Agreement, the Offshore Overdraft Agreements
and the Letters of Credit, including, but not limited to, all claims of any
nature or description arising out of or connected with this Agreement, the
Letters of Credit or the Notes or the other Loan Documents, irrespective of
whether or not (a) that Lender shall have made any demand hereunder or (b) that
Lender shall have declared the principal of and the interest on the Loans and
Notes, any obligations of Company or such Borrower in respect of the Letters of
Credit and other amounts due hereunder to be due and payable as permitted by
Section 7 and although said obligations and liabilities, or any of them, may be
contingent or unmatured.

            10.6  RATABLE SHARING

            Lenders hereby agree among themselves that if any of them shall,
through the exercise of any right of counterclaim, setoff, banker's lien or
otherwise or as adequate protection of a deposit treated as cash collateral
under the Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate amount of principal and interest then due with respect to the Loans
owed to that Lender, the amount then due to that Lender with respect to the
Domestic Overdraft Amount or any Offshore Overdraft Amount or any Letter of
Credit or Offshore Loan or any participation therein, or any fees or commissions
payable hereunder or under the other Loan Documents (collectively, the
"AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion
received by any other Lender in respect to the Aggregate Amounts Due to such
other Lender, then the Lender receiving such proportionately greater payment
shall (y) notify each other Lender and Administrative Agent of such receipt and
(z) purchase participations (which it shall be deemed to have done
simultaneously upon the receipt of such payment) in the Aggregate Amounts Due to
the other Lenders so that all such recoveries of Aggregate Amounts Due shall be
shared by the Lenders in proportion to the Aggregate Amounts Due them; PROVIDED
that if all or part of such proportionately greater payment received by such
purchasing Lender is thereafter recovered from such Lender, those purchases
shall be rescinded and the purchase prices paid for such participations shall be
returned to that Lender to the extent of such recovery, but without interest.
Company and each Borrower expressly consent to the foregoing arrangement and
agrees that any holder of a participation so purchased and any other subsequent
holder of a participation in any Loan or Letter of Credit or the Domestic
Overdraft Amount or any Offshore Overdraft Amount otherwise acquired may
exercise any and all rights of banker's lien, setoff or counterclaim with
respect to any and all monies owing by Company or such Borrower to that holder
as fully as if that holder were a holder of such a Loan or Letter of Credit or
the Domestic Overdraft Amount or any Offshore Overdraft Amount in the amount of
the participation held by that holder.

            10.7  AMENDMENTS AND WAIVERS

            A. No amendment, modification, termination or waiver of any
provision of this Agreement or of the Notes, and no consent to any departure by
Company or any Borrower therefrom, shall in any event be effective without the
written concurrence of Requisite Lenders; PROVIDED that no such amendment,
modification, termination, waiver or consent shall, without the consent of each
Lender (with Obligations directly affected in the case of the following clause


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(i)): (i) extend the scheduled final maturity of any Loan or Note beyond the
Term Loan Maturity Date or the Revolving Loan Commitment Termination Date, as
the case may be, or extend the stated expiration date of any Letter of Credit
beyond the Revolving Loan Commitment Termination Date or the date for
reimbursement of any amount drawn thereunder beyond the Revolving Loan
Commitment Termination Date, or reduce the rate of interest (other than any
waiver of any increase in the interest rate applicable to any of the Loans
pursuant to subsection 2.2E) or fees in respect of the Revolving Loan
Commitments, the Loans or the Letters of Credit, or extend the time of payment
of interest or fees in respect thereof, or reduce the principal amount of any of
the Obligations (including any Obligation to reimburse the amount of any drawing
honored under any Letter of Credit), (ii) amend, modify, terminate or waive any
provision of this subsection 10.7 or any other provision of this Agreement
expressly requiring the approval or concurrence of all Lenders, (iii) reduce the
percentage specified in the definition of Requisite Lenders or change the
definitions of "PRO RATA SHARE" (it being understood that, with the consent of
Requisite Lenders (determined before giving effect to the proposed action),
additional extensions of credit pursuant to this Agreement may be included in
determining what constitutes Requisite Lenders and in determining the Pro Rata
Shares of Lenders, in each case on substantially the same basis as the Revolving
Loan Commitments and the Revolving Loans or the Term Loan Commitments and the
Term Loans are included in such determinations on the Closing Date) or
"THRESHOLD DEBT Rating", (iv) release Company from the Company Guaranty, (v)
release all or substantially all of the Collateral other than in accordance with
the express provisions of the Collateral Documents upon Holdings' and Company's
achievement of the Threshold Debt Rating; PROVIDED that no Event of Default
shall have occurred and be continuing and upon such release all Restricted Debt
Obligations shall be and remain unsecured or (vi) consent to the assignment or
transfer by any Borrower of any of its rights and obligations under this
Agreement and the other Loan Documents (other than the decision by Lenders,
following the repayment of the Term Loans in full, to permit the Domestic
Borrowers to assign all rights and obligations under this Agreement and the Loan
Documents to Holdings and Holdings' assumption thereof following the date on
which Holdings achieves the Threshold Debt Rating, and the concurrent release of
the Guaranties by the Collateral Agent, which decision shall require the
approval of the Requisite Lenders so long as Holdings maintains the Threshold
Debt Rating (PROVIDED that such assumption shall be pursuant to documentation
satisfactory to Requisite Lenders) and Restricted Debt Obligations shall be
assumed by Holdings and all Subsidiaries of Holdings shall be released from
obligations thereon; PROVIDED, FURTHER that no such amendment, modification,
termination, waiver or consent shall (1) increase the Term Loan Commitment or
the Revolving Loan Commitment of any Lender over the amount thereof then in
effect without the consent of such Lender (it being understood that (A)
amendments, modifications or waivers of conditions precedent, covenants,
Potential Events of Default or Events of Default, mandatory reductions in the
Revolving Loan Commitments or of mandatory prepayments of Term Loans or
Revolving Loans, shall not constitute an increase of the Term Loan Commitment or
the Revolving Loan Commitment of any Lender and (B) an increase in the available
portion of the Revolving Loan Commitment of any Lender shall not constitute an
increase in the Revolving Loan Commitment of such Lender); (2) amend, modify,
terminate or waive any provision of subsection 2.1B or any other provision of
this Agreement relating to the Domestic Overdraft Account or the Domestic
Overdraft Amount (including any provision relating to the repayment of the
Domestic Overdraft Amount with the proceeds of Revolving Loans or relating to
the obligations of Lenders to purchase participations in the Domestic Overdraft
Amount) without the


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consent of Administrative Agent; (3) amend, modify, terminate or waive any
provision of this Agreement relating to the obligations of Lenders to purchase
participations in Letters of Credit without the written concurrence of
Administrative Agent and each other Issuing Lender which has a Letter of Credit
then outstanding or which has not been reimbursed for a drawing under a Letter
of Credit issued by it; or (4) amend, modify, terminate or waive any provision
of Section 8 applicable to any Agent without the consent of such Agent.

            B. If, in connection with any proposed amendment, modification,
termination, waiver or consent relating to any of the provisions of this
Agreement or the Notes as described in any of clauses (i) through (vi) of the
first proviso to subsection 10.7A, the consent of Requisite Lenders is obtained
but the consent of one or more of the other Lenders whose consent is also
required is not obtained, then Company shall have the right, so long as all such
non-consenting Lenders whose individual consent is required are treated as
described in either clause (i) or (ii) below, to (i) replace each such
non-consenting Lender with one or more Replacement Lenders (as defined in
subsection 10.7C) pursuant to subsection 10.7C so long as at the time of such
replacement each such Replacement Lender consents to the proposed amendment,
modification, termination, waiver or consent and/or (ii) terminate each such
non-consenting Lender's Commitments and repay in full its outstanding Loans,
together with accrued and unpaid interest, fees and other amounts owing to such
Lender, in accordance with subsection 2.4A(i); PROVIDED that unless the
Commitments that are terminated and the Loans that are repaid pursuant to the
preceding clause (ii) are immediately replaced in full at such time through the
addition of new Lenders or the increase of the Commitments and/or outstanding
Loans of existing Lenders (who in each case must specifically consent thereto),
then in the case of any action pursuant to the preceding clause (ii), Requisite
Lenders (determined before giving effect to the proposed action) shall
specifically consent thereto; PROVIDED FURTHER that Company shall not have the
right to terminate any such non-consenting Lender's Commitments and repay in
full its outstanding Loans pursuant to clause (ii) of this subsection 10.7B if,
immediately after the termination of such Lender's Revolving Loan Commitment,
the Total Utilization of Revolving Loan Commitments would exceed the Revolving
Loan Commitments then in effect; PROVIDED STILL FURTHER that Company shall not
have the right to replace a Lender solely as a result of the exercise of such
Lender's rights (and the withholding of any required consent by such Lender)
pursuant to the "PROVIDED, FURTHER" clause in subsection 10.7A.

            C. (i) In the event of certain refusals by any Lender, as provided
in subsection 10.7B, to consent to certain proposed amendments, modifications,
terminations, waivers or consents with respect to this Agreement which have been
approved by Requisite Lenders, Borrowers may, so long as no Potential Event of
Default or Event of Default exists, upon five Business Days' written notice to
Administrative Agent (which notice Administrative Agent shall promptly transmit
to each Lender) repay all Loans, together with accrued and unpaid interest, fees
and other amounts owing to such Lender (a "REPLACED LENDER") in accordance with,
and subject to the requirements of, subsection 10.7B so long as (i) in the case
of the repayment of Loans of any Lender pursuant to this subsection 10.7C, the
Commitments of such Lender are terminated concurrently with such repayment (at
which time SCHEDULE A shall be deemed modified to reflect the changed
Commitments) and (ii) in the case of the repayment of Loans of any Lender the
consents required by Section 10.7B in connection with the repayment pursuant to
this subsection 10.7C have been obtained.


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<PAGE>

            (ii) At the time of any replacement pursuant to this subsection
            10.7C, the lender replacing such Replaced Lender (the "REPLACEMENT
            LENDER") shall enter into one or more assignment agreements, in form
            and substance satisfactory to Administrative Agent, pursuant to
            which the Replacement Lender shall acquire the Commitments and
            outstanding Loans of, and participations in the Domestic Overdraft
            Amount and Letters of Credit by, the Replaced Lender and, in
            connection therewith, shall pay to (x) the Replaced Lender in
            respect thereof an amount equal to the sum of (A) an amount equal to
            the principal of, and all accrued interest on, all outstanding Loans
            of the Replaced Lender, (B) an amount equal to all unpaid drawings
            with respect to Letters of Credit that have been funded by (and not
            reimbursed to) such Replaced Lender, together with all then unpaid
            interest with respect thereto at such time, and (C) an amount equal
            to all accrued, but theretofore unpaid, fees owing to the Replaced
            Lender and (y) the appropriate Issuing Lender an amount equal to
            such Replaced Lender's Pro Rata Share of any unpaid drawing with
            respect to Letters of Credit (which at such time remains an unpaid
            drawing), to the extent such amount was not theretofore funded by
            such Replaced Lender;

            (iii) All obligations of any Borrower owing to the Replaced Lender
            (excluding those specifically described in clause (ii) above in
            respect of which the assignment purchase price has been, or is
            concurrently being, paid, but including, however, any amounts that
            would have been payable by a Borrower pursuant to subsection 2.6E if
            such Borrower had directly prepaid the Loans of such Replaced
            Lender) shall be paid in full by such Borrower to such Replaced
            Lender concurrently with such replacement; and

            (iv) Upon the execution of the respective assignment documentation,
            the payment of amounts referred to in clauses (ii) and (iii) above
            and, if so requested by the Replacement Lender, delivery to the
            Replacement Lender of the appropriate Note or Notes executed by the
            applicable Borrowers, the Replacement Lender shall become a Lender
            hereunder and the Replaced Lender shall cease to constitute a Lender
            hereunder, except with respect to Borrowers' obligations regarding
            indemnification provisions under this Agreement, which shall survive
            for the benefit of such Replaced Lender. Notwithstanding anything to
            the contrary contained above, no Issuing Lender may be replaced
            hereunder at any time while it has Letters of Credit outstanding
            hereunder unless arrangements satisfactory to such Issuing Lender
            (including the furnishing of a standby letter of credit in form and
            substance, and issued by an issuer, satisfactory to such Issuing
            Lender or the furnishing of cash collateral in amounts and pursuant
            to arrangements satisfactory to such Issuing Lender) have been made
            with respect to such outstanding Letters of Credit.

            D. Administrative Agent may, but shall have no obligation to, with
the concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of that Lender. Any waiver or consent shall be effective only
in the specific instance and for the specific purpose for which it was given. No
notice to or demand on Company or any Borrower in any case shall entitle Company
or any Borrower to any other or further notice or demand in


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<PAGE>

similar or other circumstances. Any amendment, modification, termination, waiver
or consent effected in accordance with this subsection 10.7 shall be binding
upon each Lender at the time outstanding, each future Lender and, if signed by
Company or any Borrower, on such Company and such Borrower.

            10.8  INDEPENDENCE OF COVENANTS

            All covenants hereunder shall be given independent effect so that if
a particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or be otherwise within the
limitations of, another covenant shall not avoid the occurrence of an Event of
Default or Potential Event of Default if such action is taken or condition
exists.

            10.9  CHANGE IN ACCOUNTING PRINCIPLES, FISCAL YEAR OR TAX LAWS

            If (i) any changes in accounting principles and policies from those
used in the preparation of the financial statements referred to in subsection
4.3 hereafter occasioned by the promulgation of rules, regulations,
pronouncements and opinions by or required by the Financial Accounting Standards
Board or the American Institute of Certified Public Accountants (or successors
thereto or agencies with similar functions) would result in a change in the
method of calculation of financial covenants, standards or terms found in
Sections 1, 5 and 6 hereof (other than changes in such principles and policies
relating to impairment or charge-offs of the value of assets acquired prior to
December 31, 2000, which changes shall be disregarded for purposes of such
calculations) , (ii) there is any change in Company's or Holdings' Fiscal
Quarter or Fiscal Year, or (iii) there is a material change in federal tax laws
which materially affects Company's ability to comply with the financial
covenants, standards or terms found in Sections 1, 5 or 6 hereof, the parties
hereto agree to enter into negotiations in order to amend such provisions (in
accordance with subsection 10.7) so as to equitably reflect such changes with
the desired result that the criteria for evaluating Company's financial
condition shall be the same after such changes as if such changes had not been
made.

            10.10 NOTICES

            Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given shall be in writing and
may be personally served, telecopied, telexed or sent by United States mail or
by courier service and shall be deemed to have been given when delivered in
person or by courier service, by receipt of telecopy or telex or when received
through the United States mail, registered or certified, with postage prepaid
and properly addressed; provided that notices to Administrative Agent or any
Borrower shall not be effective until received. For the purposes hereof, the
addresses of the parties hereto (until notice of a change thereof is delivered
as provided in this subsection 10.10) shall be as set forth under each party's
name on the signature pages hereof or in the applicable Assignment and
Acceptance. All notices to any Borrower provided for hereunder shall be copied
concurrently to Borrowers' Agent.


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<PAGE>

            10.11 SURVIVAL OF WARRANTIES AND CERTAIN AGREEMENTS

            A. All agreements, representations and warranties made herein shall
survive the execution and delivery of this Agreement, the making of the Loans
hereunder, the execution and delivery of the Notes and the issuance of the
Letters of Credit.

            B. Notwithstanding anything in this Agreement or implied by law to
the contrary, the agreements of Company and each Borrower set forth in
subsections 2.6E, 2.7, 10.3, 10.4 and 10.21 and the agreements of Lenders set
forth in subsections 8.2C, 8.4, 10.5, 10.6 and 10.20 shall survive the payment
of the Loans, the Notes, the Offshore Overdraft Amounts and the Domestic
Overdraft Amount, the cancellation or expiration of the Letters of Credit and
the termination of this Agreement.

            10.12 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE

            No failure or delay on the part of Administrative Agent or any
Lender in the exercise of any power, right or privilege hereunder or under the
other Loan Documents shall impair such power, right or privilege or be construed
to be a waiver of any default or acquiescence therein, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege. All rights and
remedies existing under this Agreement or the other Loan Documents are
cumulative to and not exclusive of, any rights or remedies otherwise available.

            10.13 SEVERABILITY

            In case any provision in or obligation under this Agreement or the
Notes shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

            10.14 OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS

            The obligation of each Lender hereunder is several, and no Lender
shall be responsible for the obligation or commitment of any other Lender
hereunder. Nothing contained in this Agreement and no action taken by Lenders
pursuant hereto shall be deemed to constitute Lenders to be a partnership, an
association, a joint venture or any other kind of entity. The amounts payable at
any time hereunder to each Lender shall be a separate and independent debt, and
each Lender shall, subject to Section 7, be entitled to protect and enforce its
rights arising out of this Agreement and it shall not be necessary for any other
Lender to be joined as an additional party in any proceeding for such purpose.

            10.15 HEADINGS

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


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<PAGE>

            10.16 APPLICABLE LAW

            THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. EACH
LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO
SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICES FOR
DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE,
PUBLICATION NO. 500 OR ANY SUCCESSOR PUBLICATIONS (THE "UNIFORM CUSTOMS") AND,
AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW
YORK.

            10.17 SUCCESSORS AND ASSIGNS

            This Agreement shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of the parties
hereto and the successors and assigns of Lenders. Neither the rights or
obligations of Company or any Borrower under the Loan Documents nor any interest
therein may be assigned without the written consent of all Lenders, except as
provided in subsection 10.7. Lenders' rights of assignment are subject to
subsection 10.2.

            10.18 CONSENT TO JURISDICTION AND SERVICE OF PROCESS

            ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY OR ANY BORROWER
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
OBLIGATIONS THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING
AND DELIVERING THIS AGREEMENT, COMPANY AND EACH BORROWER, FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, EACH IRREVOCABLY

            (I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE
            JURISDICTION AND VENUE OF SUCH COURTS;

            (II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

            (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN
            ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN
            RECEIPT REQUESTED, TO COMPANY OR SUCH BORROWER AT ITS ADDRESS
            PROVIDED IN ACCORDANCE WITH SUBSECTION 10.10;

            (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS
            SUFFICIENT TO CONFER PERSONAL JURISDICTION


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<PAGE>

            OVER COMPANY OR SUCH BORROWER IN ANY SUCH PROCEEDING IN ANY SUCH
            COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN
            EVERY RESPECT;

            (V) AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY
            OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST SUCH
            BORROWER IN THE COURTS OF ANY OTHER JURISDICTION; AND

            (VI) AGREES THAT THE PROVISIONS OF THIS SUBSECTION 10.18 RELATING TO
            JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO THE
            FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW
            SECTION 5-1402 OR OTHERWISE. 10.19 WAIVER OF JURY TRIAL

            EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver
is intended to be all-encompassing of any and all disputes that may be filed in
any court and that relate to the subject matter of this transaction, including
without limitation contract claims, tort claims, breach of duty claims and all
other common law and statutory claims. Each party hereto acknowledges that this
waiver is a material inducement to enter into a business relationship, that each
has already relied on this waiver in entering into this Agreement, and that each
will continue to rely on this waiver in their related future dealings. Each
party hereto further warrants and represents that it has reviewed this waiver
with its legal counsel and that it knowingly and voluntarily waives its jury
trial rights following consultation with legal counsel. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY
OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. In the event
of litigation, this Agreement may be filed as a written consent to a trial by
the court.

            10.20 CONFIDENTIALITY

            Lenders shall hold all non-public information obtained prior to or
after the execution of this Agreement (including pursuant to the requirements of
this Agreement or any other Loan Document) which has been identified as such by
Company or any of its Subsidiaries in accordance with their customary procedures
for handling confidential information of this nature and in accordance with safe
and sound banking practices and in any event (i) subject to subsection 10.2, may
make disclosure reasonably required by any bona fide transferee or


                                      154
<PAGE>

participant in connection with the contemplated transfer of any Commitment, any
Loan, any Letter of Credit or any participation therein; (ii) may make
disclosure as required or requested by any governmental agency or representative
thereof or pursuant to legal process, PROVIDED that, unless specifically
prohibited by applicable law or court order, each Lender shall notify Company of
any request by any governmental agency or representative thereof (other than any
such request in connection with an examination of the financial condition of
such Lender by such governmental agency) for disclosure of any such non-public
information prior to disclosure of such information; and (iii) may make
disclosure to their respective Affiliates in connection herewith, PROVIDED that
each such Affiliate is advised of and agrees in writing to be bound by the
provisions of this subsection 10.20; and FURTHER PROVIDED that in no event shall
any Lender be obligated or required to return any materials furnished by Company
or any of its Subsidiaries. Each Lender's obligations under this subsection
10.20 shall survive the termination of this Agreement and any release of such
Lender's obligations under this Agreement pursuant to subsection 10.2B(i).

            10.21 JUDGMENT CURRENCY

            A. If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due hereunder in any currency (the "ORIGINAL
CURRENCY") into another currency (the "OTHER CURRENCY"), the parties hereto
agree, to the fullest extent permitted by law, that the rate of exchange used
shall be that at which in accordance with normal banking procedures
Administrative Agent or a Lender could purchase the Original Currency with such
Other Currency in New York, New York on the Business Day immediately preceding
the day on which any such judgment, or any relevant part thereof, is given.

            B. The obligations of Company and each Borrower in respect of any
sum due from it to any Agent or Lender hereunder shall, notwithstanding any
judgment in such Other Currency, be discharged only to the extent that on the
Business Day following receipt by such Agent or Lender of any sum adjudged to be
so due in such Other Currency such Agent or Lender may in accordance with normal
banking procedures purchase the Original Currency with such Other Currency; if
the Original Currency so purchased is less than the sum originally due such
Agent or Lender in the Original Currency, Company and such Borrower agree, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Agent or Lender against such loss, and if the Original Currency so purchased
exceeds the sum originally due to such Agent or Lender in the Original Currency,
such Agent or Lender shall remit such excess to such Borrower.

            10.22 ADDITIONAL OFFSHORE BORROWERS

            The initial Offshore Borrowers hereunder shall be United Glass,
United Glass Group, O-I Australia, ACI, O-I Italy and Avir. From time to time
subsequent to the date hereof, Company may, with the consent of Administrative
Agent and Requisite Lenders, designate additional Australian Subsidiaries as
Australian Offshore Borrowers (each such designated Australian Subsidiary being
an "ADDITIONAL OFFSHORE BORROWER"), and any such Australian Subsidiary may
become an Australian Offshore Borrower by executing (i) a Borrowing Subsidiary
Agreement substantially in the form of EXHIBIT XIX annexed hereto executed by
such Australian Subsidiary, Company and each other Borrower, (ii) Australian
Loan Notes as required


                                      155
<PAGE>

by subsection 2.1G, (iii) security documents required under subsection 5.9B,
(iv) Mortgages as required by subsection 5.10A, (v) a certificate executed by
the secretary, an assistant secretary or any director of such Subsidiary as to
(a) the fact that attached copies of such Subsidiary's Organizational Documents
are true and correct copies thereof, (b) the fact that attached resolutions of
the Governing Body of such Subsidiary approving and authorizing the execution,
delivery and performance of the Borrowing Subsidiary Agreement and the Credit
Agreement as modified thereby are in full force and effect and have not been
modified or amended, (c) the fact that attached copies of powers of attorney, if
any, are true and correct copies thereof, and (d) the incumbency and signatures
of the officers of such Subsidiary executing the Borrowing Subsidiary Agreement
(and, if applicable, any powers of attorney authorizing other Persons to execute
such Borrowing Subsidiary Agreement), and (vi) such other documents as
Administrative Agent may reasonably request, all of the foregoing to be
satisfactory in form and substance to Administrative Agent and its counsel. Upon
delivery of such executed Borrowing Subsidiary Agreement by the other Borrowers,
notice of which is hereby waived by the Borrowers, and each of the other
documents referred to in the immediately preceding sentence, each such
Additional Offshore Borrower shall be an Offshore Borrower and shall be as fully
a party hereto as if such Subsidiary were an original signatory hereto as an
Offshore Borrower. Company and each Borrower hereby expressly agrees that its
Obligations arising hereunder or under the other Loan Documents shall not be
affected or diminished by the addition or release of any Offshore Borrower
hereunder.

            10.23 LIMITATION ON OFFSHORE BORROWER OBLIGATIONS

            Notwithstanding anything herein to the contrary, no provision of
this Agreement shall render any Offshore Borrower liable for the Obligations of
Company or of any Domestic Borrower.

            10.24 COUNTERPARTS; EFFECTIVENESS

            This Agreement and any amendments, waivers, consents, or supplements
hereto may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts, together shall
constitute but one and the same instrument. This Agreement shall become
effective upon the execution of a counterpart hereof by each Borrower, Company,
Borrowers' Agent, each Lender and each Agent and upon receipt by Borrowers'
Agent and Administrative Agent of written or telephonic notification of such
execution and authorization of delivery thereof; PROVIDED, THAT, unless and
until all of the conditions set forth in subsections 3.1 and 3.2 have been
satisfied or waived, the Existing Credit Agreement shall remain in full force
and effect as if this Agreement had never been executed and delivered; PROVIDED,
FURTHER, THAT, each Lender authorizes Administrative Agent to execute a release
of Holdings from all its obligations under or in respect of the Existing Credit
Agreement and related Loan Documents (as defined in the Existing Credit
Agreement) including Existing Letters of Credit on behalf of Lenders promptly
upon the making of the initial Loans hereunder.



                                      156
<PAGE>

      WITNESS the due execution hereof by the respective duly authorized officer
of the undersigned as of the date first written above.

                                    OWENS-ILLINOIS GROUP, INC.


                                    By:    /s/ Jeffrey A. Denker
                                       ---------------------------------
                                          Jeffrey A. Denker
                                          Assistant Treasurer

                                    Notice Address:

                                          Owens-Illinois Group, Inc.
                                          One Seagate
                                          Toledo, Ohio  43666
                                          Attention: Treasurer



                                      157
<PAGE>



      WITNESS the due execution hereof by the respective duly authorized officer
of the undersigned as of the date first written above.

            BORROWERS:              OWENS-BROCKWAY GLASS CONTAINER INC.


                                    By:  /s/ Jeffrey A. Denker
                                       ----------------------------------------
                                          Jeffrey A. Denker
                                          Treasurer

                                    Notice Address:

                                          Owens-Illinois General, Inc.
                                          One Seagate
                                          Toledo, Ohio  43666
                                          Attention: Treasurer



                                      158
<PAGE>



      WITNESS the due execution hereof by the respective duly authorized officer
of the undersigned as of the date first written above.

                                    OI GENERAL FTS INC.


                                    By:  /s/ Jeffrey A. Denker
                                       ---------------------------
                                          Jeffrey A. Denker
                                          Assistant Treasurer

                                    Notice Address:

                                          Owens-Illinois General, Inc.
                                          One Seagate
                                          Toledo, Ohio  43666
                                          Attention: Treasurer



                                      159
<PAGE>


      WITNESS the due execution hereof by the respective duly authorized officer
of the undersigned as of the date first written above.

                                    OI PLASTIC PRODUCTS FTS INC.


                                    By:  /s/ Jeffrey A. Denker
                                       ---------------------------------
                                          Jeffrey A. Denker
                                          Assistant Treasurer

                                    Notice Address:

                                          Owens-Illinois General, Inc.
                                          One Seagate
                                          Toledo, Ohio  43666
                                          Attention: Treasurer



                                      160
<PAGE>

      WITNESS the due execution hereof by the respective duly authorized officer
of the undersigned as of the date first written above.

                                    OI CLOSURE FTS INC.


                                    By:  /s/ Jeffrey A. Denker
                                       ---------------------------
                                          Jeffrey A. Denker
                                          Assistant Treasurer

                                    Notice Address:

                                          Owens-Illinois General, Inc.
                                          One Seagate
                                          Toledo, Ohio  43666
                                          Attention: Treasurer



                                      161
<PAGE>



      WITNESS the due execution hereof by the respective duly authorized
Attorney of the undersigned as of the date first written above.

                                    UNITED GLASS LIMITED


                                    By:  /s/ Jeffrey A. Denker
                                       ---------------------------
                                          Jeffrey A. Denker
                                          Attorney

                                    Notice Address:

                                          Edinburgh Way
                                          Harlow, Essex
                                          CM20 2UG, England
                                          Attention: Company Secretary
                                          Tel: 44 (0) 1279 422 222
                                          Fax: 44 (0) 1279 773 165

                                    With a copy to:

                                          Owens-Illinois General, Inc.
                                          One Seagate
                                          Toledo, Ohio  43666
                                          Attention: Treasurer



                                      162
<PAGE>



      WITNESS the due execution hereof by the respective duly authorized
Attorney of the undersigned as of the date first written above.

                                    UNITED GLASS GROUP LIMITED


                                    By:  /s/ Jeffrey A. Denker
                                       ---------------------------------
                                          Jeffrey A. Denker
                                          Attorney


                                    Notice Address:

                                          Edinburgh Way
                                          Harlow, Essex
                                          CM20 2UG, England
                                          Attention: Company Secretary
                                          Tel: 44 (0) 1279 422 222
                                          Fax: 44 (0) 1279 773 165

                                    With a copy to:

                                          Owens-Illinois General, Inc.
                                          One Seagate
                                          Toledo, Ohio  43666
                                          Attention: Treasurer



                                      163
<PAGE>



      WITNESS the due execution hereof by the respective duly authorized
Attorney of the undersigned as of the date first written above.

                                    OWENS-ILLINOIS (AUSTRALIA) PTY LIMITED


                                    By:  /s/ Jeffrey A. Denker
                                       ---------------------------------
                                          Jeffrey A. Denker
                                          Attorney

                                    Notice Address:

                                          36 Burwood Road
                                          Hawthorn, Victoria, 3122
                                          Australia
                                          Attention: Treasurer
                                          Tel: (613) 9236-2407
                                          Fax: (613) 9818-0012

                                    With a copy to:

                                          Owens-Illinois General, Inc.
                                          One Seagate
                                          Toledo, Ohio  43666
                                          Attention: Treasurer



                                      164
<PAGE>



      WITNESS the due execution hereof by the respective duly authorized
Attorney of the undersigned as of the date first written above.

                                    ACI OPERATIONS PTY LIMITED


                                    By:  /s/ Jeffrey A. Denker
                                       ---------------------------------
                                          Jeffrey A. Denker
                                          Attorney

                                    Notice Address:

                                          36 Burwood Road
                                          Hawthorn, Victoria, 3122
                                          Australia
                                          Attention: Treasurer
                                          Tel: (613) 9236-2407
                                          Fax: (613) 9818-0012

                                    With a copy to:

                                          Owens-Illinois General, Inc.
                                          One Seagate
                                          Toledo, Ohio  43666
                                          Attention: Treasurer



                                      165
<PAGE>



      WITNESS the due execution hereof by the respective duly authorized
Attorney of the undersigned as of the date first written above.

                                    OI ITALIA S.R.L.


                                    By:  /s/ Jeffrey A. Denker
                                       ---------------------------------
                                          Jeffrey A. Denker
                                          Special Attorney-in-Fact

                                    Notice Address:

                                          Aziende Vetrarie Industriali
                                          Ricciardi, S.p.A.
                                          Alzaia Trieste, 45
                                          20094, Corsico
                                          Milano, Italy
                                          Attention: Financial Director
                                          Tel: 39-2-451-791
                                          Fax: 39-2-451-01688

                                    With a copy to:

                                          Owens-Illinois General, Inc.
                                          One Seagate
                                          Toledo, Ohio  43666
                                          Attention: Treasurer



                                      166
<PAGE>



      WITNESS the due execution hereof by the respective duly authorized
Attorney of the undersigned as of the date first written above.

                                    AZIENDE VETRARIE INDUSTRIALI RICCIARDI,
                                     S.P.A.


                                    By:  /s/ Jeffrey A. Denker
                                       ---------------------------
                                          Jeffrey A. Denker
                                          Special Attorney-in-Fact

                                    Notice Address:

                                          Aziende Vetrarie Industriali
                                          Ricciardi, S.p.A.
                                          Alzaia Trieste, 45
                                          20094, Corsico
                                          Milano, Italy
                                          Attention: Financial Director
                                          Tel: 39-2-451-791
                                          Fax: 39-2-451-01688

                                    With a copy to:

                                          Owens-Illinois General, Inc.
                                          One Seagate
                                          Toledo, Ohio  43666
                                          Attention: Treasurer




                                      167
<PAGE>



      WITNESS the due execution hereof by the respective duly authorized officer
of the undersigned as of the date first written above.


                                    OWENS-ILLINOIS GENERAL, INC.,
                                    AS BORROWERS' AGENT


                                    By:  /s/ Jeffrey A. Denker
                                       ---------------------------------
                                          Jeffrey A. Denker
                                          Treasurer

                                    Notice Address:

                                          One Seagate
                                          Toledo, Ohio  43666
                                          Attention: Treasurer











                                      168
<PAGE>




      AGENTS AND LENDERS:           BANKERS TRUST COMPANY,
                                    individually and as Administrative Agent


                                    By:  /s/ Mary Jo Jolly
                                       -----------------------------------------
                                    Name:  Mary Jo Jolly
                                    Title:   Assistant Vice President

                                    Notice Address:

                                          Bankers Trust Company
                                          130 Liberty Street, 14th Floor
                                          New York, New York 10006
                                          Attention:  Mary Jo Jolly

                                    with a copy to:

                                          Bankers Trust Company
                                          300 South Grand Avenue, 41st Floor
                                          Los Angeles, California 90071
                                          Attention:  Robert G. Kolb
                                          Tel: (213) 620-8465
                                          Fax: (213) 620-8484



                                      169
<PAGE>



                                    BANC OF AMERICA SECURITIES, LLC
                                    as Joint Lead Arranger, Joint Book
                                          Manager, and Co-Syndication Agent


                                    By:  /s/ Lynn W. Stetson
                                        -----------------------------------
                                    Name:  Lynn W. Stetson
                                    Title:  Managing Director


                                    BANK OF AMERICA, N.A.
                                    As lender


                                    By:  /s/ Lynn W. Stetson
                                        ------------------------------------
                                    Name:  Lynn W. Stetson
                                    Title:  Managing Director

                                    Notice Address:

                                          Bank of America
                                          231 South LaSalle Street
                                          Chicago, IL  60697

                                          For the Lender:
                                          Attention:  Lynn Stetson
                                          Telephone:  (312) 828-6757
                                          Fax:  (312) 987-0303

                                          For the Arranger:
                                          Attention:  Valerie C. Mills
                                          Tel:  (312) 828-6859
                                          Fax:  (312) 828-7448



                                      170
<PAGE>



                                    THE BANK OF NOVA SCOTIA,
                                    individually and as a Co-Syndication Agent


                                    By:  /s/ A.S. Norsworthy
                                        ----------------------------------------
                                    Name:  A.S. Norsworthy
                                    Title:  Senior Team Leader-Loan Operations

                                    Notice Address:

                                          The Bank of Nova Scotia
                                          Atlanta Agency
                                          600 Peachtree Street, N.E.
                                          Suite 2700
                                          Atlanta, Georgia 30308
                                          Attention:  George Wong

                                    with a copy to:

                                          The Bank of Nova Scotia
                                          Chicago Representative Office
                                          181 W. Madison Street
                                          Suite 3700
                                          Chicago, IL  60602
                                          Attn:  David Visny
                                          Tel: (312) 201-4112
                                          Fax: (312) 201-4108



                                      171
<PAGE>



                                    ABN AMRO BANK N.V.,
                                    individually and as a Managing Agent


                                    By:  /s/ Mary L. Honda
                                        ----------------------------------------
                                    Name:  Mary L. Honda
                                    Title:  Group Vice President



                                    By: /s/ John L. Church
                                       -----------------------------------------
                                    Name: John L. Church
                                    Title:  Senior Vice President

                                    Notice Address:

                                          ABN AMRO Bank N.V.
                                          135 South LaSalle Street
                                          Suite 625
                                          Chicago, IL  60603
                                          Attention:  Mary Honda
                                          Tel: (312) 904-5220
                                          Fax: (312) 606-8425

                                    with a copy to:

                                          ABN AMRO Bank N.V.
                                          135 South LaSalle St., Suite 1500
                                          Chicago, IL 60604-1003
                                          Attention:  Credit Administration
                                          Tel: (312) 992-5110
                                          Fax: (312) 992-5111



                                      172
<PAGE>

                                    BANK ONE, N.A.
                                    Individually and as a Managing Agent

                                    By:  /s/ Philip R. Medsger
                                        ------------------------------------
                                    Name:  Philip R. Medsger
                                    Title:  Vice President

                                    Notice Address:

                                          Bank One, N.A.
                                          611 Woodward Ave., Second Floor
                                          Mail Code: M11-8073
                                          Detroit, Michigan 48226
                                          Attention:  Philip R. Medsger
                                          Tel: (313) 225-2406
                                          Fax: (313) 225-1671

                                    With a copy to:

                                          Bank One, N.A.
                                          One Bank One Plaza, 20th Floor
                                          Mail Code: IL1-0801
                                          Chicago, Illinois 60670
                                          Attention:  Joanne Rogers, Esq.
                                          Tel: (312) 732-8887
                                          Fax: (313) 732-5144



                                      173
<PAGE>



                                    CIBC, INC.
                                    Individually and as a Managing Agent


                                    By:  /S/ M. Beth Miller
                                        ----------------------------------------
                                    Name:  M. Beth Miller
                                    Title:  Managing Director

                                    Notice Address:

                                          CIBC World Markets
                                          2727 Paces Ferry Road, Suite 1200
                                          2 Paces West, Building 2
                                          Atlanta, Georgia 30339
                                          Attention: Calire Coyne
                                          Tel: (770) 319-4836
                                          Fax: (770) 319-4950

                                    With a copy to:

                                          CIBC World Markets
                                          425 Lexington Avenue, 8th Floor
                                          New York, New York 10017
                                          Attention: Robert Novak
                                          Tel: (212) 856-4130
                                          Fax: (212) 856-3991



                                      174
<PAGE>



                                    CREDIT LYONNAIS CHICAGO BRANCH,
                                    individually and as a Managing Agent


                                    By:  /s/ Joseph A. Philbin
                                        ------------------------------------
                                    Name:  Joseph A. Philbin
                                    Title:  Vice President

                                    Notice Address:

                                          Credit Lyonnais
                                          227 West Monroe
                                          Suite 3800
                                          Chicago, Illinois
                                          Attention:  Joe Philbin
                                          Telephone:  (312) 220-7314
                                          Fax:  (312) 641-0527

                                    with a copy to:

                                          Credit Lyonnais
                                          227 West Monroe
                                          Suite 3800
                                          Chicago, Illinois
                                          Attention:  Mel Smith
                                          Telephone:  (312) 220-7304
                                          Fax:  (312) 641-0527



                                      175
<PAGE>



                                    THE INDUSTRIAL BANK OF JAPAN,
                                     LIMITED
                                    individually and as a Managing Agent


                                    By:  /s/ Walter R. Wolf
                                        ----------------------------------------
                                    Name:  Walter R. Wolf
                                    Title:  Joint General Manager/ Group Head

                                    Notice Address:

                                          The Industrial Bank of Japan, Limited
                                          227 West Monroe Street, Suite 2600
                                          Chicago, IL  60606
                                          Attention:  Steve Ryan
                                          Fax:  (312) 855-8200
                                          Tel:  (312) 855-6251




                                      176
<PAGE>



                                    KEYBANK NATIONAL ASSOCIATION,
                                    individually and as a Managing Agent


                                    By:  /s/ Mark A. Loschiavo
                                        ---------------------------------
                                    Name:  Mark A. LoSchiavo
                                    Title:  Assistant Vice President

                                    Notice Address:

                                          KeyBank National Association
                                          127 Public Square
                                          Cleveland, OH  44114-1306
                                          Attention: Mark LoSchiavo
                                          Tel:  (216) 689-0598
                                          Fax:  (216) 689-4981



                                      177
<PAGE>



                                    SOCIETE GENERALE
                                    individually and as a Managing Agent


                                    By:  /s/ Jerry Parisi
                                        ----------------------------------------
                                    Name:  Jerry Parisi
                                    Title:  Managing Director

                                    Notice Address:

                                          Societe Generale
                                          1221 Avenue of the Americas
                                          New York, New York  10020
                                          Attention:  Mr. Jerry Parisi
                                          Tel:  (212) 278-5448
                                          Fax:  (212) 278-7614



                                      178
<PAGE>



                                    SUMITOMO MITSUI
                                    BANKING CORPORATION
                                    individually and as a Managing Agent


                                    By:  /s/ John H. Kemper
                                       -----------------------------------------
                                    Name:  John H. Kemper
                                    Title:  Senior Vice President

                                    Notice Address:

                                          Sumitomo Mitsui Banking Corporation
                                          233 South Wacker Drive, Suite 4010
                                          Chicago, Illinois 60606
                                          Attention:  John Kemper
                                          Tel: (312) 876-7797
                                          Fax: (312) 876-6436

                                    With a copy to:

                                          The Sumitomo Mitsui Banking
                                           Corporation
                                          277 Park Avenue
                                          New York, New York  10172
                                          Attention:  Courtney Whitlock
                                          Tel:  (212) 224-4335
                                          Fax:  (212) 224-5197




                                      179
<PAGE>



                                    BARCLAYS BANK PLC,
                                    individually and as a Co-Agent


                                    By:  /s/ Edward G. Hamway, Jr.
                                        ----------------------------------
                                    Name:  Edward G. Hamway, Jr.
                                    Title:  Director

                                    Notice Address:

                                          Barclays Bank PLC
                                          222 Broadway
                                          New York, NY 10038
                                          Attention: Edward G. Hamway, Jr.
                                          Tel:  (212) 412-2994



                                      180
<PAGE>



                                    TORONTO DOMINION (TEXAS), INC.,
                                    individually and as a Co-Agent


                                    By:  /s/ Debbie A. Greene
                                        ---------------------------------------
                                    Name:  Debbie A. Green
                                    Title:  Vice President


                                    Notice Address:

                                          The Toronto-Dominion Bank,
                                          Houston Branch
                                          909 Fannin, Suite 1700
                                          Houston, Texas 77010
                                          Attention: Jim Bridwell
                                          Tel:  (713) 653-8265
                                          Fax:  (713) 951-9921

                                    with a copy to:

                                          The Toronto-Dominion Bank
                                          31 West 52nd Street, 18th Floor
                                          New York, New York  10019
                                          Attention: Michael Wellington
                                          Tel: (212) 827-6906
                                          Fax: (212) 827-7245



                                      181
<PAGE>



                                    BNP PARIBAS,
                                    Individually and as Lead Manager


                                    By:  /s/ Rosalie C. Hawley
                                        --------------------------------
                                    Name:  Rosalie C. Hawley
                                    Title:   Director


                                    By:  /s/ Richard L. Sted
                                        --------------------------------
                                    Name:  Richard L. Sted
                                    Title:  Central Region Manager & Managing
                                          Director

                                    Notice Address:

                                          BNP Paribas
                                          209 South LaSalle Street
                                          Chicago, Illinois  60606
                                          Attention: Catherine Lui
                                          Tel:  (312) 977-1386
                                          Fax:  (312) 977-2234

                                    With a copy to:

                                          BNP Paribas
                                          209 South LaSalle Street
                                          Chicago, IL  60604
                                          Attention:  Rosalie Hawley
                                          Tel:  (312) 977-2203
                                          Fax:  (312) 977-1380




                                      182
<PAGE>


                                    CREDIT INDUSTRIEL ET COMMERCIAL,
                                    Individually and as a Lead Manager



                                    By:  /s/ Brian O'Leary
                                        ----------------------------------
                                    Name:  Brian O'Leary
                                    Title:  Vice President



                                    By:  /s/ Sean Mounier
                                        ---------------------------------
                                    Name:  Sean Mounier
                                    Title:  First Vice President

                                    Notice Address:

                                          Credit Industriel et Commercial
                                          520 Madison Avenue, 37th Floor
                                          New York, New York  10022
                                          Attention:  Brian O'Leary
                                          Tel:  (212) 715-4422
                                          Fax: (212) 715-4535



                                      183
<PAGE>



                                    ALLIED IRISH BANKS, P.L.C.
                                    NEW YORK BRANCH


                                    By:  /s/ Gerard J. Murphy
                                        ---------------------------------
                                    Name:  Gerard J. Murphy
                                    Title:  Senior Vice President


                                    By:  /s/ Germaine Reusch
                                        ---------------------------------
                                    Name:  Germaine Reusch
                                    Title:  Vice President

                                    Notice Address:

                                          Allied Irish Banks, p.l.c.
                                          New York Branch
                                          405 Park Avenue
                                          New York, New York  10022
                                          Attention:  Loan Administration
                                          Tel:  (212) 339-8000
                                          Fax:  (212) 339-8007



                                      184
<PAGE>



                                     AMSOUTH BANK


                                    By:  /s/ Rex Hamilton
                                        --------------------------
                                    Name:  Rex Hamilton
                                    Title:  Commercial Banking Officer

                                    Notice Address:

                                          AmSouth Bank
                                          1900 Fifth Avenue North, 7th Floor
                                          Birmingham, AL 35203
                                          Attention:  Rex Hamilton
                                          Tel:  (205) 320-7116
                                          Fax:  (205) 801-0745



                                      185
<PAGE>



                                    ARAB BANKING CORPORATION


                                    By:  /s/ Grant E. McDonald
                                        --------------------------------
                                    Name:  Grant E. McDonald
                                    Title:   Vice President

                                    Notice Address:

                                          Arab Banking Corporation
                                          277 Park Avenue, 32nd Floor
                                          New York, New York 10172-3299
                                          Attention:  Grant McDonald
                                          Tel:  (212) 583-4759
                                          Fax:  (212) 583-0935



                                      186
<PAGE>



                                    BANCA ANTONIANA POPOLARE VENETA
                                    NEW YORK BRANCH


                                    By:  /s/ Renato Bassi
                                        ---------------------------------
                                    Name:  Renato Bassi
                                    Title:  Executive Vice President and
                                          General Manager



                                    By:  /s/ Domenico P. Loschiavo
                                        ---------------------------------
                                    Name:  Domenico P. Loschiavo
                                    Title:  Senior Vice President and Deputy
                                            Manager

                                    Notice Address:

                                          17 State Street, 21st Floor
                                          New York, New York 10004
                                          Attention: Domenico P. Loschiavo
                                          Tel:  (212) 412-9625
                                          Fax:  (212) 412-9606



                                      187
<PAGE>



                                    BANCA COMMERCIALE ITALIANA,
                                    NEW YORK BRANCH


                                    By:  /s/ Jack Dickerhof
                                        ------------------------------
                                    Name:  Jack Dickerhof
                                    Title:  Vice President



                                    By:  /s/ Charles Dougherty
                                        ----------------------------
                                    Name:  Charles Dougherty
                                    Title:  Vice President

                                    Notice Address:

                                          Banca Commerciale Italiana
                                          One William Street
                                          New York, New York 10004
                                          Attention:  Jack Dickerhof
                                          Tel:  (212) 607-3896
                                          Fax:  (212) 809-2124

                                    Letter of Credit Contact:

                                          Banca Commerciale Italiana, New York
                                          Branch
                                          One William Street
                                          New York, NY 10004
                                          Attention:  Barbara Coviel
                                          Tel:  (212) 607-3816
                                          Fax:  (212) 607-3537




                                      188
<PAGE>



                                    BANCA DI ROMA


                                    By:  /s/ James Semonchik
                                        ----------------------------
                                    Name:  James Semonchik
                                    Title:  Vice President


                                    By:  /s/ Enrico Verdoscia
                                        ------------------------------
                                    Name:  Enrico Verdoscia
                                    Title:  Senior Vice President

                                    Notice Address:

                                          Banca di Roma
                                          225 West Washington Street
                                          Suite 1200
                                          Chicago, Illinois 60606
                                          Attention:  Steven Paley
                                          Tel:  (312) 704-2629
                                          Fax:  (312) 726-3058




                                      189
<PAGE>




                                    BANCA INTESA S.P.A



                                    By:  /s/ Anthony F. Giobbi
                                        ------------------------------
                                    Name:  Anthony F. Giobbi
                                    Title:  First Vice President



                                    By:  /s/ Charles W. Kennedy
                                        ----------------------------
                                    Name:  Charles W. Kennedy
                                    Title:  First Vice President

                                    Notice Address:

                                          Banca Intesa, S.p.A
                                          10 East 53rd Street
                                          36th Floor
                                          New York, New York  10022
                                          Attention:  Anthony F. Giobbi
                                          Tel:  (212) 527-8737
                                          Fax:  (212) 527-8777



                                      190
<PAGE>



                                    BANCA NAZIONALE DEL LAVORO SPA,
                                    NEW YORK BRANCH


                                    By:  /s/ Roberto Mancone
                                        ------------------------------
                                    Name:  Roberto Mancone
                                    Title:  Vice President

                                    By:  /s/ Carlo Vecchi
                                        ---------------------------------
                                    Name:  Carlo Vecchi
                                    Title:  First Vice President

                                    Notice Address:

                                          Banca Nazionale del Lavoro Spa,
                                          New York Branch
                                          25 West 51st Street
                                          New York, New York  10019
                                          Attention:  Giulio Giovine
                                          Tel:  (212) 314-0239
                                          Fax:  (212) 765-2978



                                      191
<PAGE>



                                    BANCA POPOLARE DI MILANO


                                    By:  /s/ Anthony Franco
                                        --------------------------------
                                    Name:  Anthony Franco
                                    Title: Executive Vice President and General
                                           Manager, Banca Popolare di
                                           Milano, New York Branch



                                    By:  /s/ Patrick Dillon
                                        ----------------------------------
                                    Name:  Patrick Dillon
                                    Title:  Vice President and Chief Credit
                                            Officer, Banca Popolare di Milano,
                                            New York Branch


                                    Notice Address:

                                    Banca Popolare di Milano, New York Branch
                                    375 Park Avenue, 9th Floor
                                    New York, New York  10152
                                    Attention:  Thomas Fitzherbert
                                    Tel:  (212) 546-9429
                                    Fax:  (212) 838-1077



                                      192
<PAGE>



                                    BANCO ESPIRITO SANTO, S.A.,
                                    Nassau Branch



                                    By:   /s/ Terry R. Hill
                                        -----------------------------------
                                    Name:  Terry R. Hill
                                    Title:  Senior Vice President



                                    By:  /s/ Andrew M. Orsen
                                        ----------------------------
                                    Name:  Andrew M. Orsen
                                    Title:  Vice President

                                    Notice Address:

                                          Banco Espirito Santo, S.A., Nassau
                                          Branch
                                          320 Park Avenue
                                          New York, New York 10022
                                          Attention:  Lori Thompson
                                          Tel:  (212) 702-3466
                                          Fax:  (212) 750-3999



                                      193
<PAGE>



                                    BANK LEUMI USA

                                    By:  /s/ Joung Hee Hong
                                        ---------------------------
                                    Name:  Joung Hee Hong
                                    Title:  Vice President

                                    Notice Address:

                                          Bank Leumi USA
                                          579 Fifth Avenue
                                          New York, New York  10017
                                          Attention:  Joung Hee Hong
                                          Tel:  (212) 407-4469
                                          Fax:  (212) 407-4317



                                      194
<PAGE>





                                    BANK HAPOALIM  B.M.

                                    By:  /s/ Michael J. Byrne
                                        -----------------------------
                                    Name:  Michael J. Byrne
                                    Title:  Vice President and Senior Lending
                                            Officer

                                    By:  /s/ Thomas J. Hepperle
                                        -----------------------------
                                    Name:  Thomas J. Hepperle
                                    Title:  Vice President

                                    Notice Address:

                                          Bank Hapoalim  B.M.
                                          255 N. Michigan Avenue, Suite 900
                                          Chicago, IL 60601
                                          Attention:  Michael McBride
                                          Tel:  (312) 228-6415
                                          Fax:  (312) 228-6490



                                      195
<PAGE>




                                    BANK OF HAWAII


                                    By:  /s/ Luke Yeh
                                        -------------------------
                                    Name:  Luke Yeh
                                    Title:  Vice President

                                    Notice Address:

                                          Bank of Hawaii
                                          130 Merchant St.
                                          20th Floor
                                          Honolulu, Hawaii  96813
                                          Attention:  Luke Yeh
                                          Telephone:  (808) 537-8014
                                          Fax:  (808) 537-8301



                                      196
<PAGE>


                                    THE GOVERNOR AND COMPANY OF BANK OF IRELAND

                                    By:  /s/ Niamh O'Flynn
                                        ------------------------------
                                    Name:  Niamh O'Flynn
                                    Title:  Manager

                                    By:  /s/ Iain Donovan
                                        --------------------------------
                                    Name:  Iain Donovan
                                    Title:  Manager

                                    Notice Address:

                                       Bank of Ireland International Finance Ltd
                                       La Touche House
                                       International Financial Services Centre
                                       Dublin 1
                                       Ireland
                                       Attention:  Katrina Strecker
                                       Tel:  (353)1-609-3484
                                       Fax:  (353)1-829-0129



                                      197
<PAGE>



                                    BANK OF MONTREAL


                                    By: /s/ Mary Lee Latta
                                       ------------------------------
                                    Name: Mary Lee Latta
                                    Title: Director

                                    Notice Address:

                                          Bank of Montreal
                                          115 South LaSalle Street, 12W
                                          Chicago, Illinois  60603
                                          Attention:  Ninfa Arenas
                                          Tel:  (312) 750-3453
                                          Fax:  (312) 750-4345



                                      198
<PAGE>



                                    THE BANK OF NEW YORK


                                    By:  /s/ Randolph E. J. Medrano
                                        -----------------------------------
                                    Name:  Randolph E. J. Medrano
                                    Title:  Vice President

                                    Notice Address:

                                          The Bank of New York
                                          One Wall Street, 21st Floor
                                          New York, New York 10286
                                          Attention:  Randolph E. J. Medrano
                                          Tel:  (212) 635-6804
                                          Fax:  (212) 635-7970




                                      199
<PAGE>




                                    BANK OF SCOTLAND

                                    By:  /s/ Joseph Fratus
                                        -----------------------------------
                                    Name:  Joseph Fratus
                                    Title:  Vice President

                                    Notice Address:

                                    565 5th Avenue
                                    New York, NY  10017
                                    Attention:  Joseph Fratus
                                    Fax:  (212) 557-9460
                                    Phone:  (212) 450-0800/0837




                                      200
<PAGE>




                                    BANK OF TAIWAN, NEW YORK AGENCY



                                    By:  /s/ Maw-Yen Lin
                                       ----------------------------------------
                                    Name:  Maw-Yen Lin
                                    Title:  Senior Vice President and General
                                            Manager

                                    Notice Address:

                                          Bank of Taiwan, New York Agency
                                          One World Trade Center
                                          53 Floor, Suite 5323
                                          New York, New York  10048
                                          Attention:  Maw-Yen Lin
                                          Tel:  (212) 938-3476
                                          Fax:  (212) 775-9026



                                      201
<PAGE>



                                    BANK POLSKA KASA OPIEKI SA


                                    By:  /s/ William G. Reynolds
                                       -----------------------------------------
                                    Name:  William G. Reynolds
                                    Title:   Vice President

                                    Notice Address:

                                          Bank Pekao SA
                                          470 Park Avenue South, 15th Floor
                                          New York, New York  10016
                                          Attention:  William G. Reynolds
                                          Tel:  (212) 251-1227
                                          Fax:  (212) 679-5910



                                      202
<PAGE>



                                    BANQUE WORMS CAPITAL CORPORATION


                                    By:  /s/ Dominique Picon
                                        ----------------------------------
                                    Name:  Dominique Picon
                                    Title: CEO



                                    By:  /s/ Michele M. Fleming
                                        ---------------------------------
                                    Name:  Michele M. Fleming
                                    Title:  VP and General Counsel

                                    Notice Address:

                                          Banque Worms Capital Corporation
                                          122 East 42nd Street
                                          Suite 4405
                                          New York, New York  10168
                                          Attention:  Corporate Department
                                          Tel:  (212) 883-6330
                                          Fax:  (212) 883-6350 or 6349


                                      203
<PAGE>




                                    BHF (USA) CAPITAL CORPORATION


                                    By:  /s/ Richard Cameron
                                        -----------------------------------
                                    Name:  Richard Cameron
                                    Title:  Vice President



                                    By:  /s/ Aurelio Almonte
                                        ------------------------------------
                                    Name:  Aurelio Almonte
                                    Title:  Associate

                                    Notice Address:

                                          BHF (USA) Capital Corporation
                                          590 Madison Avenue
                                          New York, New York  10022
                                          Attention:  Richard Cameron
                                          Tel:  (212) 756-5629
                                          Fax:  (212) 756-5536




                                      204
<PAGE>




                                    BW CAPITAL MARKETS

                                    By:  /s/ Thomas A. Lowe
                                        ---------------------------------
                                    Name: Thomas A. Lowe
                                    Title:  Vice President



                                    By:  /s/ Philip G. Waldrop
                                        ----------------------------------
                                    Name:  Philip G. Waldrop
                                    Title:  Vice President

                                    Notice Address:

                                          BW Capital Markets, Inc.
                                          Suite 1919
                                          630 Fifth Avenue
                                          New York, New York 10111
                                          Attention:  Thomas A. Lowe
                                          Tel:  (212) 218-1804
                                          Fax:  (212) 218-1810/16



                                      205
<PAGE>


                                    CHUO MITSUI TRUST AND BANKING CO., LTD

                                    By:  /s/ Satoshi Kikuchihara
                                        ------------------------------------
                                    Name:  Satoshi Kikuchihara
                                    Title:  Chief Representative

                                    Notice Address:

                                          New York Representative Office
                                          Two World Trade Center, Suite 8322
                                          New York, New York  10048-0632
                                          Attention:  Naoko Barnhart
                                          Tel:  (212) 790-5363
                                          Fax:  (212) 790-5435
                                          Email:  BarnhartN@Mitsuitrust-ny.com

                                    With a copy to:

                                          Tokyo Head Office
                                          Credit Products Department
                                          33-1, Shiba 3-Chome
                                          Minato-ku, Tokyo  105-8574
                                          Japan
                                          Attention:  Akira Kasahara
                                          Tel:  3-5232-8780
                                          Fax:  3-5232-8705
                                          Email: Ahira_Kasahara@chuomitsui.co.jp




                                      206
<PAGE>



                                    CITIBANK, N.A.


                                    By:  /s/ John Dorans
                                        --------------------------------
                                    Name:  John Dorans
                                    Title:  Vice President


                                    Notice Address:

                                          Citibank, N.A.
                                          599 Lexington Avenue, 21st Floor
                                          New York, New York  10022
                                          Attention:  John Dorans
                                          Tel:  (212) 559-8245
                                          Fax:  (212) 793-9470



                                      207
<PAGE>



                                    COMERICA BANK


                                    By:  /s/ Jeffrey J. Judge
                                        -----------------------------------
                                    Name:  Jeffrey J. Judge
                                    Title:  Vice President


                                    Notice Address:

                                          Comerica
                                          One Detroit Center
                                          500 Woodward Avenue
                                          Detroit, Michigan 48226-3268
                                          Attention:  Anthony Davis
                                          Tel:  (313) 222-9452
                                          Fax:  (313) 222-9514



                                      208
<PAGE>



                                    COMMERZBANK AG
                                    NEW YORK AND GRAND CAYMAN BRANCHES

                                    By:  /s/ J. Timothy Shortly
                                        ---------------------------------
                                    Name:  J. Timothy Shortly
                                    Title:  Senior Vice President



                                    By:  /s/ Graham A. Warning
                                        -----------------------------
                                    Name:  Graham A. Warning
                                    Title:  Assistant Treasurer


                                    Notice Address:

                                          Commerzbank AG
                                          Chicago Branch
                                          20 South Clark, Suite 2700
                                          Chicago, Illinois  60603
                                          Attention:  John Marlatt
                                          Tel:  (312) 795-1625
                                          Fax:  (312) 236-2827



                                      209
<PAGE>



                                    CREDIT AGRICOLE INDOSUEZ


                                    By:  /s/ Phillip Salter
                                        -----------------------------------
                                    Name:  Phillip Salter
                                    Title:   Vice President
                                          Sr. Relationship Manager

                                    By:  /s/ Charles Hiatt
                                        ----------------------------------
                                    Name:  Charles Hiatt
                                    Title:   Vice President Manager

                                    Notice Address:

                                          Credit Agricole Indosuez
                                          55 E. Monroe St., Suite 4700
                                          Chicago, IL  60603
                                          Attention:  Phillip Salter
                                          Tel:  (312) 917-7417
                                          Fax:  (312) 372-9329



                                      210
<PAGE>



                                    THE DAI-ICHI KANGYO BANK, LTD.,
                                    CHICAGO BRANCH


                                    By:  /s/ Nobuyasu Fukatsu
                                        ----------------------------------
                                    Name:  Nobuyasu Fukatsu
                                    Title:  General Manager

                                    Notice Address:

                                          The Dai-Ichi Kangyo Bank, Ltd.,
                                          Chicago Branch
                                          10 South Wacker Drive
                                          Chicago, Illinois  60606
                                          Attention:  Norman Fedder
                                          Tel:  (312) 715-6363
                                          Fax:  (312) 876-2011

                                    with a copy to:

                                          The Dai-Ichi Kangyo Bank, Ltd.,
                                          New York Branch
                                          One World Trade Center, 48th Floor
                                          New York, NY 10048
                                          Attention:  Miriam Ramos
                                          Tel:  (212) 432-8330
                                          Fax:  (212) 912-1147




                                      211
<PAGE>



                                    DG BANK, DEUTSCHE
                                    GENOSSENSCHAFTSBANK AG


                                    By:  /s/ Lynne Mccarthy
                                        ---------------------------------
                                    Name:  Lynne McCarthy
                                    Title:  Vice President


                                    By:  /s/ William D. Casey
                                        -------------------------------
                                    Name:  William D. Casey
                                    Title:  Vice President

                                    Notice Address:

                                          DG Bank, Deutsche
                                          Genossenschaftsbank AG
                                          609 Fifth Avenue
                                          New York, New York  10017-1021
                                          Attention: William Casey
                                          Tel: (212) 745-1591
                                          Fax: (212)745-1550



                                      212
<PAGE>



                                    DRESDNER BANK AG,
                                    NEW YORK AND GRAND CAYMAN
                                    BRANCHES


                                    By:  /s/ Gabriela E. Fields
                                        ----------------------------------
                                    Name:  Gabriela E. Fields
                                    Title:  Associate

                                    By:  /s/ Thomas Hasenauer
                                        --------------------------------
                                    Name:  Thomas Hasenauer
                                    Title: AT

                                    Notice Address:

                                          Dresdner Bank AG
                                          75 Wall Street - Credit Services
                                          New York, NY 10005
                                          Attention:  Howard Ramlal
                                          Tel:  (212) 429-2281
                                          Fax:  (212) 429-2130

                                    with a copy to:

                                          Dresdner Bank AG
                                          190 S. LaSalle
                                          Chicago, IL 60603
                                          Attention: James Jerz
                                          Tel: (312) 444-1314
                                          Fax: (312) 444-1192



                                      213
<PAGE>



                                   ERSTE BANK NY


                                    By:  /s/ Arcinee Hovanessian
                                        ---------------------------------
                                    Name:  Arcinee Hovanessian
                                    Title:  Director


                                    By:  /s/ Robert Svehnholz
                                        ------------------------------------
                                    Name:  Robert Svehnholz
                                    Title:  FVP

                                    Notice Address:

                                          Erste Bank
                                          280 Park Avenue
                                          West Building, 32nd Floor
                                          New York, NY  10022
                                          Attention:  Arcinee Hovanessian
                                          Tel:  (212) 984-5635
                                          Fax:  (212) 984-5627



                                      214
<PAGE>



                                    FIFTH THIRD BANK


                                    By:  /s/ Dirk Vanheyst
                                        ----------------------------------
                                    Name:  Dirk VanHeyst
                                    Title:  Senior Vice President

                                    Notice Address:

                                          Fifth Third Bank
                                          606 Madison
                                          Toledo, OH 43604

                                          Attention: Dirk Van Heyst
                                          Tel:  (419) 259-7145
                                          Fax:  (419) 259-7134




                                      215
<PAGE>




                                    FIRSTMERIT BANK, N.A.



                                    By:  /s/ Edward D. Yannayon
                                        --------------------------------
                                    Name:  Edward D. Yannayon
                                    Title:  Vice President

                                    Notice Address:

                                          FirstMerit Bank, N.A.
                                          106 S. Main Street TOW 24
                                          Akron, OH 44308



                                      216
<PAGE>



                                    FIRSTAR BANK


                                    By:  /s/ Derek Roudebush
                                        ------------------------------
                                    Name:  Derek Roudebush
                                    Title:  Vice President


                                    By:  /s/ Nicolas Luzecky
                                        -------------------------------
                                    Name:  Nicolas Luzecky
                                    Title:  Bank Officer

                                    Notice address:

                                          Firstar Bank
                                          One Firstar Plaza
                                          SL-TW-12MP
                                          St. Louis, MO 63101
                                          Tel:  (314) 418-3545
                                          Fax:  (314) 418-3571



                                      217
<PAGE>



                                    FLEET NATIONAL BANK


                                    By:  /s/ Marwan Isbaih
                                        ---------------------------
                                    Name:  Marwan Isbaih
                                    Title:  Director


                                    Notice Address:

                                          Fleet National Bank
                                          100 Federal Street
                                          Boston, Massachusetts 02110
                                          Attention:  Marwan Isbaih
                                          Tel:  (617) 434-8326
                                          Fax:  (617) 434-0601



                                      218
<PAGE>



                                    THE FUJI BANK, LIMITED


                                    By:  /s/ James Fayen
                                        --------------------------------------
                                    Name:  James Fayen
                                    Title:  Senior Vice President & Senior
                                            Team Leader

                                    Notice Address:

                                          The Fuji Bank, Limited
                                          225 West Wacker Drive, Suite 2000
                                          Chicago, Illinois 60606
                                          Attention:  James R. Fayen
                                          Tel:  (312) 621-0397
                                          Fax:  (312) 621-0539



                                      219
<PAGE>


                                    GENERAL ELECTRIC CAPITAL CORPORATION



                                    By:  /s/ Gregory L. Hong
                                        ----------------------------------------
                                    Name:  Gregory L. Hong
                                    Title:  Duly Authorized Signatory

                                    Notice Address:

                                          General Electric Capital Corporation
                                          60 Long Ridge Road
                                          Stamford, CT 06927




                                      220
<PAGE>




                                    HSBC BANK USA



                                    By:  /s/ Michael Cutlip
                                        -----------------------------
                                    Name:  Michael Cutlip
                                    Title:  Senior Vice President

                                    Notice Address:

                                          HSBC Bank USA 200 South Wacker Drive
                                          Suite 770 Chicago, IL 60606



                                      221
<PAGE>



                                    HUA NAN COMMERCIAL BANK LTD
                                    NEW YORK AGENCY


                                    By:  /s/ Yun-Peng Chang
                                        -------------------------------------
                                    Name:  Yun-Peng Chang
                                    Title:  General Manager & SVP

                                    Notice Address:

                                          Hua Nan Commercial Bank Ltd
                                          New York Agency
                                          Suite 2846
                                          2 World Trade Center
                                          New York, New York 10048



                                      222
<PAGE>





                                    BAYERISCHE HYPO- UND VEREINSBANK AG, NEW
                                    YORK BRANCH

                                    By:   /s/ John T. Murphy
                                        ----------------------------
                                    Name:  John T. Murphy
                                    Title:  Director



                                    By:  /s/ Tricia Grieve
                                        ----------------------------
                                    Name:  Tricia Grieve
                                    Title: Director

                                    Notice Address:

                                          Hypo Vereinsbank
                                          150 East 42nd Street
                                          New York, New York 10017-4679
                                          Attention:  Christine Renard
                                          Tel:  (212) 672-5686
                                          Fax:  (212) 672-5530
                                          Christine_renard@hvbamericas.com



                                      223
<PAGE>



                                    KBC BANK


                                    By:  /s/ Robert Snauffer
                                        --------------------------------
                                    Name:  Robert Snauffer
                                    Title:  First Vice President


                                    By:  /s/ Wei-Chun Wang
                                        ----------------------------
                                    Name:  Wei-Chun Wang
                                    Title:  Associate

                                    Notice Address:

                                          KBC Bank NV
                                          125 West 55th Street
                                          New York, New York 10019
                                          Attention:  William Cavanaugh
                                          Tel:  (212) 541-0761
                                          Fax:  (212) 541-0793




                                      224
<PAGE>




                                    SAMPO BANK PLC

                                    By:   /s/ Pentti Hakkarainen
                                        ---------------------------------
                                    Name:  Pentti Hakkarainen
                                    Title:  Vice Chairman of the Board



                                    By:   /s/ Jarmo Lankinen
                                        --------------------------------
                                    Name:  Jarmo Lankinen
                                    Title:  Senior Vice President

                                    Notice Address:

                                          Sampo Bank PLC
                                          Attention:  Gary Tanner
                                          Unioninkatu 22
                                          Helsinki
                                          Finland



                                      225
<PAGE>



                                    LLOYDS TSB BANK PLC

                                    By:  /s/ Ian Dimmock
                                        ---------------------------------
                                    Name:  Ian Dimmock
                                    Title:  Vice President

                                    By:  /s/ Gavin Rees
                                        ---------------------------------
                                    Name: Gavin Rees
                                    Title:  Assistant Director

                                    Notice Address:

                                          Lloyds Bank Plc
                                          575 Fifth Avenue
                                          17th Floor
                                          New York, NY  10017
                                          Attention:  Ian Dimmock
                                          Tel:  (212) 930-5051
                                          Fax:  (212) 930-5098



                                      226
<PAGE>



                                    MELLON BANK, N.A.


                                    By:  /s/ Stephen D. Lackey
                                        -------------------------------
                                    Name:  Stephen D. Lackey
                                    Title:   Senior Vice President



                                    By:  /s/ Michael Stark
                                        -----------------------------------
                                    Name:  Michael Stark
                                    Title:   Vice President

                                    Notice Address:

                                          Mellon Bank, N.A.
                                          One Mellon Bank Center
                                          Room 151-0370
                                          Pittsburgh, PA 15258
                                          Attention: Michael W. Stark
                                          Tel:  (412) 234-1636
                                          Fax:  (412) 234-6375

                                    with a copy to:

                                          Mellon Bank, N.A.
                                          Three Mellon Bank Center
                                          Pittsburgh, PA 15230
                                          Attention: Peggy Young
                                          Tel:  (412) 234-9448
                                          Fax:  (412) 209-6138



                                      227
<PAGE>



                                    MERITA BANK PLC


                                    By:  /s/ Garry Weiss
                                        --------------------------
                                    Name:  Garry Weiss
                                    Title:  Vice President



                                    By:  /s/ Michael J. Maher
                                        -----------------------------
                                    Name:  Michael J. Maher
                                    Title:   Senior Vice President

                                    Notice Address:

                                          Merita Bank Ltd.
                                          437 Madison Avenue, 21st Floor
                                          New York, New York, 10022
                                          Attention:  Gary Weiss
                                          Tel:  (212) 318-9561
                                          Fax:  (212) 318-9318



                                      228
<PAGE>



                                    THE MITSUBISHI TRUST AND BANKING
                                    CORPORATION


                                    By:  /s/ Toshihiro Hayashi
                                        -------------------------------
                                    Name:  Toshihiro Hayashi
                                    Title:  Senior Vice President

                                    Notice Address:

                                          The Mitsubishi Trust and Banking Corp.
                                          520 Madison Ave., 26th Floor
                                          New York, NY  10022
                                          Attention:  Toshihiro Hayashi
                                          Tel:  (212) 891-8319
                                          Fax:  (212) 644-6825





                                      229
<PAGE>




                                    MORGAN GUARANTY TRUST COMPANY

                                    By:  /s/ Robert Bottamedi
                                        ----------------------------------------
                                    Name:  Robert Bottamedi
                                    Title:  Vice President

                                    Notice Address:

                                          Morgan Guaranty Trust Company
                                          60 Wall Street
                                          New York, New York 10260-0060
                                          Tel:  (212) 648-1349
                                          Fax:  (212) 648-5018



                                      230
<PAGE>



                                    NATEXIS BANQUES POPULAIRES


                                    By:  /s/ Frank H. Madden, Jr.
                                        ---------------------------------
                                    Name:  Frank H. Madden, Jr.
                                    Title:   Group Vice President



                                    By:  /s/ Michael J. Ferris
                                        ---------------------------------
                                    Name:  Michael J. Ferris
                                    Title:  Vice President

                                    Notice Address:

                                         Natexis Banques Populaires
                                         1251 Avenue of the Americas, 34th Floor
                                         New York, New York  10020
                                         Attention:  Michael J. Ferris
                                         Tel:  (212) 872-5127
                                         Fax:  (212) 354-9106





                                      231
<PAGE>




                                    NATIONAL BANK OF EGYPT
                                    NEW YORK BRANCH


                                    By:  /s/ Carmelo L. Foti
                                        -----------------------------------
                                    Name:  Carmelo L. Foti
                                    Title:  Vice President



                                    By:  /s/ Rami El-Rifai
                                        ------------------------------------
                                    Name:  Rami El-Rifai
                                    Title:  Assistant Vice President

                                    Notice Address:

                                          National Bank of Egypt
                                          New York Branch
                                          40 East 52nd Street
                                          New York, New York  10022
                                          Attention:  Vernon Hatton
                                          Tel:  (212) 326-8000
                                          Fax:  (212) 755-6944



                                      232
<PAGE>



                                    NATIONAL BANK OF KUWAIT SAK
                                    NEW YORK


                                    By:  /s/ Muhannad Kamal
                                        --------------------------------------
                                    Name:  Muhannad Kamal
                                    Title:  General Manager



                                    By:  /s/ Robert Mcneill
                                        --------------------------------------
                                    Name:  Robert McNeill
                                    Title:  Executive Manager

                                    Notice Address:

                                          National Bank of Kuwait
                                          299 Park Avenue, 17th Floor
                                          New York, New York  10171
                                          Attention:  Jeffrey Ganter, SCO
                                          Tel:  (212) 303-9868
                                          Fax:  (212) 319-8269




                                      233
<PAGE>



                                    NATIONAL CITY BANK


                                    By:  /s/ Janice E. Focke
                                        ------------------------------------
                                    Name:  Janice E. Focke
                                    Title:  Senior Vice President

                                    Notice Address:

                                          National City Bank
                                          1900 East Ninth Street, Locator 2077
                                          Cleveland, OH  44114-3484
                                          Attention:  Large Corporate Group
                                          Tel:  (216) 575-2836
                                          Fax:  (216) 222-0003



                                      234
<PAGE>



                                    THE NORTHERN TRUST COMPANY


                                    By:  /s/ Ashish S. Bhagwat
                                        ----------------------------------------
                                    Name:  Ashish S. Bhagwat
                                    Title:  Second Vice-President

                                    Notice Address:

                                          The Northern Trust Company
                                          50 S. LaSalle Street, 11th Floor
                                          Chicago, Illinois 60675
                                          Attention:  Stephen Bowman
                                          Tel:  (312) 444-7946
                                          Fax:  (312) 630-6062



                                      235
<PAGE>


                                    COOPERATIEVE CENTRALE
                                    RAIFFEISEN-BOERENLEENBANK, B.A.,
                                    "RABOBANK NEDERLAND" NEW YORK BRANCH


                                    By:  /s/ Thomas A. Levason
                                        ----------------------------------------
                                    Name:  Thomas A. Levason
                                    Title:  Vice President


                                    By:  /s/ W. Pieter C. Kodde
                                        ----------------------------------------
                                    Name:  W. Pieter C. Kodde
                                    Title:  Managing Director

                                    Notice Address:

                                          245 Park Avenue
                                          New York, New York  10167
                                          Attention:  Corporate Services
                                    Department
                                          Tel:  (212) 916-7800
                                          Fax:  (212) 916-7880



                                      236
<PAGE>



                                    ROYAL BANK OF CANADA


                                    By: /s/ Barton Lund
                                        ------------------------------------
                                    Name: Barton Lund
                                    Title:  Manager

                                    Notice Address:

                                          Royal Bank of Canada
                                          New York Branch
                                          One Liberty Plaza,  3rd Floor
                                          New York, New York  10006-1404
                                          Attention:  Manager, Loans
                                                      Administrator
                                          Tel:  (212) 428-6322
                                          Fax:  (212) 428-2372

                                    with a copy to:

                                          Royal Bank of Canada
                                          One Liberty Plaza,  3rd Floor
                                          New York, New York 10006-1404
                                          Attention:  Barton Lund
                                          Tel:  (212) 428-6509
                                          Fax:  (212) 428-2319

                                    with a copy to:

                                          Royal Bank of Canada
                                          9th Floor
                                          20 King St. West
                                          Toronto, Ontario
                                          Canada
                                          M5H 1C4
                                          Attention:  Linda Vanderburgt
                                          Tel:  (416) 955-8083
                                          Fax:  (416) 974-8508



                                      237
<PAGE>



                                    THE ROYAL BANK OF SCOTLAND PLC

                                    By: /s/ Maria Amaral-LeBlanc
                                       -----------------------------
                                    Name:  Maria Amaral-LeBanc
                                    Title:  Vice President


                                    Notice Address:

                                          The Royal Bank of Scotland plc
                                          101 Park Avenue
                                          New York, NY  10178
                                          Attention:  Maria Amaral-LeBlanc
                                          Tel:  (212) 401-3746
                                          Fax:  (212) 401-3456



                                      238
<PAGE>



                                    RZB FINANCE LLC


                                    By:  /s/ Klaus D. Hein
                                        ------------------------------------
                                    Name:  Klaus D. Hein
                                    Title:  Vice President


                                    By:  /S/ Pearl Geffers
                                        ------------------------------------
                                    Name:  Pearl Geffers
                                    Title:  First Vice President

                                    Notice Address:

                                          RZB Finance LLC
                                          1133 Avenue of the Americas
                                          16th Floor
                                          New York, New York  10036
                                          Attention: Klaus D. Hein
                                          Tel: (212) 845-4111
                                          Fax: (212) 944-2093




                                      239
<PAGE>




                                    SAN PAOLO IMI S.P.A.




                                    By:  /s/ Luca Sacchi
                                        ----------------------------------
                                    Name:  Luca Sacchi
                                    Title:  Vice President



                                    By:  /s/ Giuseppe Cuccurese
                                        -------------------------------
                                    Name:  Giuseppe Cuccurese
                                    Title:  CEO - Area Americas

                                    Notice Address:

                                          San Paolo IMI SPA
                                          245 Park Avenue, 35th Floor
                                          New York, New York  10167
                                          Tel: (212) 692-3130




                                      240
<PAGE>



                                    STB DELAWARE FUNDING TRUST I


                                    By:  /s/ David C. Hargadon
                                        -----------------------------
                                    Name:  David C. Hargadon
                                    Title:  Assistant Vice President

                                    Notice Address:

                                          STB Delaware Funding Trust I
                                          527 Madison Avenue
                                          New York, New York  10022
                                          Attention: Tim Ng
                                          Tel: (212) 326-0751
                                          Fax: (212) 418-4848




                                      241
<PAGE>



                                    SUMMIT BANK

                                    By:  /s/ Marwan Isbaih
                                        ---------------------------------
                                    Name:  Marwan Isbaih
                                    Title:  Director

                                    Notice Address:

                                          Summit Bank
                                          512 Township Line Road, Suite 280
                                          Blue Bell, PA 19422
                                          Attention:  Robert Mace
                                          Tel:  (215) 619-4817
                                          Fax:  (215) 619-4820




                                      242
<PAGE>



                                    THE TOKAI BANK, LTD., NEW YORK
                                    BRANCH

                                    By:  /s/ Shinichi Nakatani
                                        ------------------------------------
                                    Name:  Shinichi Nakatani
                                    Title:  Assistant General Manager

                                    Notice Address:

                                          The Tokai Bank, Ltd., New York Branch
                                          55 East 52nd Street
                                          New York,  New York 10055
                                          Attention:  Credit: Jay Kato
                                                      Loan Admin: Eva Cordova
                                          Tel:  (212) 339-1145
                                          Fax:  (212) 754-2171




                                      243
<PAGE>




                                    UNICREDITO ITALIANO




                                    By:  /s/ Christopher Eldin
                                        ------------------------------------
                                    Name:  Christopher Eldin
                                    Title:  First Vice President & Deputy
                                            Manager



                                    By:  /s/ Saiyed Abbas
                                        -------------------------------------
                                    Name:  Saiyed Abbas
                                    Title:  Vice President

                                    Notice Address:

                                          UniCredito Italiano
                                          375 Park Avenue, 2nd Floor
                                          New York, New York  10152



                                      244
<PAGE>



                                    UNION BANK OF CALIFORNIA, N.A.


                                    By:  /s/ Ching Lim
                                        ------------------------------
                                    Name:  Ching Lim
                                    Title:  Vice President

                                    Notice Address:

                                          Union Bank of California, N.A.
                                          National Banking
                                          445 South Figueroa Street
                                          18th Floor
                                          Los Angeles, California  90071
                                          Attention:  Ching Lim
                                          Tel:  (213) 236-5791
                                          Fax:  (213) 236-7814



                                      245
<PAGE>



                                    U.S. BANK NATIONAL ASSOCIATION


                                    By:  /s/ Robert J. York, Jr.
                                        ----------------------------
                                    Name:  Robert J. York, Jr.
                                    Title:  Sr. Vice President

                                    Notice Address:

                                          U.S. Bank National Association
                                          MPFP0702
                                          601 2nd Avenue South
                                          Minneapolis, MN 55402-4302
                                          Attention:  Andrew Leonard
                                          Tel:  (612) 973-1085
                                          Fax:  (612) 973-0825



                                      246
<PAGE>



                                    WACHOVIA BANK

                                    By:  /s/ Thomas H. McKinstry
                                        --------------------------------
                                    Name:  Thomas H. McKinstry
                                    Title:  Senior Vice President

                                    Notice Address:

                                          Wachovia Bank
                                          191 Peachtree Street NE - 28th Floor
                                          Mail Code:  370
                                          Atlanta, Georgia 30303
                                          Attention:  Tom McKinstry
                                          Telephone:  (404) 332-1386
                                          Fax:  (404) 332-4136



                                      247
<PAGE>



                                    WESTDEUTSCHE LANDESBANK
                                    GIROZENTRALE, NEW YORK BRANCH


                                    By:  /s/ Donald F. Wolf
                                        ---------------------------------
                                    Name:  Donald F. Wolf
                                    Title:  Director



                                    By:  /s/ Walter T. Duffy III
                                        -----------------------------------
                                    Name:  Walter T. Duffy III
                                    Title:  Associate Director

                                    Notice Address:

                                          Westdeutsche Landesbank
                                          1211 Avenue of the Americas
                                          New York, New York  10036
                                          Attention:  Philip Green
                                          Telephone:  (212) 852-6113
                                          Fax:  (212) 302-7946

                                    with a copy to:

                                          Westdeutsche Landesbank
                                          1211 Avenue of the Americas
                                          New York, New York  10036
                                          Attention:  Walter T. Duffy III
                                          Telephone:  (212) 852-6095
                                          Fax:  (212) 852-6148



                                      248
<PAGE>



                                    WESTPAC BANKING CORPORATION


                                    By:  /s/ Lisa Porter
                                        ----------------------------------
                                    Name:  Lisa Porter
                                    Title:  Relationship Manager

                                    Notice Address:

                                          Westpac Banking Corporation
                                          575 Fifth Avenue
                                          New York, NY  10017
                                          Attention:  Susan Wildstein
                                          Tel:  (212) 551-1960
                                          Fax:  (212) 551-1998




                                      249
<PAGE>


                                    DEUTSCHE BANK AG, LONDON BRANCH
                                    As UK Administrative Agent



                                    By:  /s/ John C. Cushman
                                        -------------------------------------
                                    Name:  John C. Cushman
                                    Title:  Director



                                    By:  /s/ Robert G. Kolb
                                        -------------------------------------
                                    Name:  Robert G. Kolb
                                    Title:  Director

                                    Notice Address:

                                          Graham Hodgkin
                                          Corporate Trust & Agency Services
                                          33 Old Broad Street
                                          Mail Stop 606
                                          London EC2N 1HW
                                          United Kingdom



                                      250