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Exhibit 4.19    
    


        FIRST AMENDED AND RESTATED SECURED CREDIT AGREEMENT  


 dated as of June 13, 2003

among  


 OWENS-ILLINOIS GROUP, INC., as Company

OWENS-BROCKWAY GLASS CONTAINER INC.,

OI PLASTIC PRODUCTS FTS INC.,

UNITED GLASS LIMITED,

OWENS-ILLINOIS (AUSTRALIA) PTY LIMITED,

ACI OPERATIONS PTY LIMITED,

AZIENDE VETRARIE INDUSTRIALI RICCIARDI—AVIR S.P.A.,

AND O-I CANADA CORP.,

as Borrowers  


 OWENS-ILLINOIS GENERAL, INC.,

as Borrowers' Agent  


 THE LENDERS LISTED HEREIN,  


 FLEET NATIONAL BANK, BNP PARIBAS SECURITIES CORP.

and CREDIT LYONNAIS,

as Senior Managing Agents,  


 DEUTSCHE BANK SECURITIES INC. and

BANC OF AMERICA SECURITIES LLC,

as Tranche A Joint Lead Arrangers and Tranche A Joint Book Managers  


 DEUTSCHE BANK SECURITIES INC. and THE BANK OF NOVA SCOTIA,

as Tranche B Joint Lead Arrangers  


 DEUTSCHE BANK SECURITIES INC., CITIGROUP GLOBAL MARKETS INC.

and GOLDMAN CREDIT PARTNERS L.P.,

as Tranche B Joint Book Managers  


 THE BANK OF NOVA SCOTIA, and BANC OF AMERICA SECURITIES LLC,

as Co-Syndication Agents,  


 CITIGROUP GLOBAL MARKETS INC. and BANK ONE, NA,

As Co-Documentation Agents  


 DEUTSCHE BANK AG London,

as UK Administrative Agent,  


 and  


 DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Administrative Agent  






 
  
 

    TABLE OF CONTENTS    
    



	 
	 	 
	 	Page

	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	 	42
	 	        1.3	 	Other Definitional Provisions; Anniversaries	 	43
	 	        1.4	 	Amendment and Restatement	 	43
	SECTION 2	 	AMOUNT AND TERMS OF COMMITMENTS AND LOANS; NOTES	 	44
	 	        2.1	 	Commitments; Making of Loans; Domestic Overdraft Account; Offshore Overdraft Accounts	 	44
	 	        2.2	 	Interest on the Loans	 	57
	 	        2.3	 	Fees	 	60
	 	        2.4	 	Repayment and Prepayments; Reductions in Commitments	 	61
	 	        2.5	 	Use of Proceeds	 	71
	 	        2.6	 	Special Provisions Governing Eurodollar Rate Loans	 	72
	 	        2.7	 	Capital Adequacy Adjustment; Increased Costs; Taxes	 	75
	 	        2.8	 	Letters of Credit	 	80
	 	        2.9	 	Joint and Several Liability; Contribution; O-I General as Borrowers' Agent	 	87
	 	        2.10	 	Collection Allocation Mechanism	 	88
	SECTION 3	 	CONDITIONS TO RESTATEMENT DATE AND LOANS AND LETTERS OF CREDIT	 	91
	 	        3.1	 	Conditions to Restatement Date	 	91
	 	        3.2	 	Conditions to All Loans	 	94
	 	        3.3	 	Conditions to Letters of Credit	 	95
	SECTION 4	 	LOAN PARTIES' REPRESENTATIONS AND WARRANTIES	 	95
	 	        4.1	 	Organization, Powers, Good Standing, Business and Subsidiaries	 	95
	 	        4.2	 	Authorization of Borrowing, Etc.	 	95
	 	        4.3	 	Financial Condition	 	95
	 	        4.4	 	No Adverse Material Change; No Restricted Junior Payment	 	97
	 	        4.5	 	Litigation; Adverse Facts	 	97
	 	        4.6	 	Payment of Taxes	 	97
	 	        4.7	 	Governmental Regulation	 	97
	 	        4.8	 	Securities Activities	 	97
	 	        4.9	 	Employee Benefit Plans	 	98
	 	        4.10	 	Disclosure	 	98
	 	        4.11	 	Environmental Protection	 	99
	 	        4.12	 	Title to Properties; Liens; Real Property; Intellectual Property	 	99
	 	        4.13	 	Solvency	 	100
	 	        4.14	 	Matters Relating to Collateral	 	100
	SECTION 5	 	COMPANY'S AFFIRMATIVE COVENANTS	 	100
	 	        5.1	 	Financial Statements and Other Reports	 	101
	 	        5.2	 	Corporate Existence, Etc.	 	104
	 	        5.3	 	Payment of Taxes and Claims; Tax Consolidation	 	104
	 	        5.4	 	Maintenance of Properties; Insurance; Application of Net Insurance/Condemnation Proceeds	 	104
	 	        5.5	 	Inspection; Lender Meeting	 	105
	 	        5.6	 	Compliance with Laws, Etc.	 	105
	 	        5.7	 	Securities Activities	 	106
	 	 	 	 	 





i





 

	 	        5.8	 	Environmental Matters	 	106
	 	        5.9	 	Execution of Subsidiary Guaranty and Security Agreement After the Restatement Date	 	108
	 	        5.10	 	Real Estate Matters	 	109
	SECTION 6	 	COMPANY'S NEGATIVE COVENANTS	 	110
	 	        6.1	 	Indebtedness	 	110
	 	        6.2	 	Liens and Related Matters	 	112
	 	        6.3	 	Investments; Acquisitions	 	113
	 	        6.4	 	Contingent Obligations	 	115
	 	        6.5	 	Restricted Junior Payments	 	116
	 	        6.6	 	Financial Covenants	 	117
	 	        6.7	 	Restriction on Fundamental Changes; Asset Sales	 	118
	 	        6.8	 	Consolidated Capital Expenditures	 	119
	 	        6.9	 	Transactions with Shareholders and Affiliates	 	119
	 	        6.10	 	Sales and Lease Backs	 	119
	 	        6.11	 	Conduct of Business	 	120
	 	        6.12	 	Amendments of Documents Relating to Restricted Debt Obligations; No Prepayments of Restricted Debt Obligations	 	120
	SECTION 7	 	EVENTS OF DEFAULT	 	121
	 	        7.1	 	Failure to Make Payments When Due	 	121
	 	        7.2	 	Default in Other Agreements	 	121
	 	        7.3	 	Breach of Certain Covenants	 	121
	 	        7.4	 	Breach of Warranty	 	122
	 	        7.5	 	Other Defaults under Agreement or Loan Documents	 	122
	 	        7.6	 	Involuntary Bankruptcy; Appointment of Receiver, Etc.	 	122
	 	        7.7	 	Voluntary Bankruptcy; Appointment of Receiver, Etc.	 	122
	 	        7.8	 	Judgments and Attachments	 	123
	 	        7.9	 	Dissolution	 	123
	 	        7.10	 	Change of Control	 	124
	 	        7.11	 	Employee Benefit Plans	 	124
	 	        7.12	 	Invalidity of Guaranties; Failure of Security	 	124
	 	        7.13	 	Activities of Holdings; OI General FTS; Harbor Capital Subsidiaries	 	124
	SECTION 8	 	AGENTS	 	126
	 	        8.1	 	Appointments	 	126
	 	        8.2	 	Powers; General Immunity	 	126
	 	        8.3	 	Representations and Warranties; No Responsibility for Appraisal of Creditworthiness	 	127
	 	        8.4	 	Right to Indemnity	 	128
	 	        8.5	 	Registered Persons Treated as Owners	 	128
	 	        8.6	 	Successor Agents and Domestic Overdraft Account Provider	 	128
	 	        8.7	 	Intercreditor Agreement, Subsidiary Guaranty and Collateral Documents	 	129
	SECTION 9	 	COMPANY GUARANTY	 	129
	 	        9.1	 	Guaranty	 	129
	 	        9.2	 	Waivers	 	130
	 	        9.3	 	Payment	 	131
	 	        9.4	 	Waiver of Subrogation, Etc.	 	131
	 	        9.5	 	Termination	 	132
	 	        9.6	 	Security	 	133
	SECTION 10	 	MISCELLANEOUS	 	133
	 	        10.1	 	Representation of Lenders	 	133
	 	 	 	 	 



ii





 

	 	        10.2	 	Assignments and Participations in Loans, Notes and Letters of Credit	 	133
	 	        10.3	 	Expenses	 	136
	 	        10.4	 	Indemnity	 	137
	 	        10.5	 	Set Off	 	137
	 	        10.6	 	Ratable Sharing	 	138
	 	        10.7	 	Amendments and Waivers	 	138
	 	        10.8	 	Independence of Covenants	 	141
	 	        10.9	 	Change in Accounting Principles, Fiscal Year or Tax Laws	 	141
	 	        10.10	 	Notices	 	141
	 	        10.11	 	Survival of Warranties and Certain Agreements	 	142
	 	        10.12	 	Failure or Indulgence Not Waiver; Remedies Cumulative	 	142
	 	        10.13	 	Severability	 	142
	 	        10.14	 	Obligations Several; Independent Nature of Lenders' Rights	 	142
	 	        10.15	 	Headings	 	142
	 	        10.16	 	Applicable Law	 	142
	 	        10.17	 	Successors and Assigns	 	143
	 	        10.18	 	Consent to Jurisdiction and Service of Process	 	143
	 	        10.19	 	Waiver of Jury Trial	 	143
	 	        10.20	 	Confidentiality	 	144
	 	        10.21	 	Judgment Currency	 	144
	 	        10.22	 	Additional Offshore Borrowers	 	145
	 	        10.23	 	Limitation on Offshore Borrower Obligations	 	145
	 	        10.24	 	Counterparts; Effectiveness	 	145




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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-A:	 	Form of Tranche A Term Loan Note
	Exhibit IV-B:	 	Form of Tranche B Term Loan Note
	Exhibit V:	 	Form of Domestic Borrower Revolving Note
	Exhibit VI:	 	Form of Offshore Revolving 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 LLP
	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




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SCHEDULES    
    



	Schedule A:	 	Commitments and Pro Rata Shares
	Schedule B:	 	Existing Liens
	Schedule C:	 	Reporting Units
	Schedule D:	 	Existing Letters of Credit
	Schedule E:	 	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:	 	Existing Indebtedness
	Schedule 6.3:	 	Existing Investments
	Schedule 6.4:	 	Contingent Obligations




v







OWENS-ILLINOIS GROUP, INC.

OWENS-BROCKWAY GLASS CONTAINER INC.

OI PLASTIC PRODUCTS FTS INC.

UNITED GLASS LIMITED

OWENS ILLINOIS (AUSTRALIA) PTY LIMITED

ACI OPERATIONS PTY LIMITED

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

O-I CANADA CORP.  


 
  FIRST AMENDED AND RESTATED
  SECURED CREDIT AGREEMENT    
    
    DATED AS OF JUNE 13, 2003    
    


        This FIRST AMENDED AND RESTATED SECURED CREDIT AGREEMENT is dated as of June 13, 2003, and entered into by and
among OWENS-ILLINOIS GROUP, INC., a Delaware corporation ("Company"),  OWENS-BROCKWAY GLASS CONTAINER INC., a
Delaware corporation ("Owens-Brockway"),  OI PLASTIC PRODUCTS FTS INC., a Delaware corporation ("O-I Plastic"), UNITED
GLASS LIMITED, a limited liability company incorporated under the laws of England and Wales (registered number 526983) ("United
Glass"), OWENS ILLINOIS (AUSTRALIA) PTY LIMITED, a limited liability company organized under the laws of Australia
("O-I Australia"), ACI OPERATIONS PTY LIMITED, a limited liability company organized under the laws of
Australia ("ACI"), AZIENDE VETRARIE INDUSTRIALI RICCIARDI—AVIR S.P.A., a joint stock company
organized under the laws of Italy ("Avir"), O-I CANADA CORP., a Nova Scotia corporation
("O-I Canada"), and OWENS-ILLINOIS GENERAL, INC., a Delaware corporation ("O-I
General"), as Borrowers' Agent (in such capacity "Borrowers' Agent"), THE LENDERS LISTED ON THE
SIGNATURE PAGES HEREOF (each individually a "Lender" and collectively,
"Lenders"), DEUTSCHE BANK SECURITIES INC.("DB
Securities") and BANC OF AMERICA SECURITIES LLC ("BAS"), as Joint Lead Arrangers
and Joint Book Managers with respect to the Revolving Loans and the Tranche A Term Loans (collectively, the "Tranche A Joint Lead Arrangers" and
"Tranche A Joint Book Managers"), DB Securities and THE BANK OF NOVA SCOTIA
("Scotia Capital") as the Joint Lead Arrangers with respect to the Tranche B Term Loans (collectively, the "Tranche B Joint Lead
Arrangers"), DB Securities, CITIGROUP GLOBAL MARKETS INC. ("CGM") and GOLDMAN SACHS CREDIT PARTNERS
L.P. ("GS"), as the Joint Book Managers with respect to the Tranche B Term Loans (collectively, the
"Tranche B Joint Book Managers"), Scotia Capital and BAS, as Co-Syndication Agents (collectively, the "Co-Syndication
Agents"), CGM and BANK ONE, NA as Co-Documentation Agents (collectively, the "Co-Documentation
Agents"), FLEET NATIONAL BANK ("Fleet"), BNP PARIBAS
SECURITIES CORP. ("BNP") and CREDIT LYONNAIS
("Lyonnais"), as Senior Managing Agents (collectively, the "Senior Managing Agents"),  DEUTSCHE BANK AG London, as UK
Administrative Agent for the Lenders ("UK Administrative Agent"), and DEUTSCHE BANK TRUST COMPANY
AMERICAS ("DB"), as Administrative Agent for Lenders ("Administrative Agent";
together with Co-Syndication Agents and UK Administrative Agent (and, for purposes of Section 8 and Section 9 and the Collateral Documents only, Collateral Agent), the
"Agents"). 


 
 

RECITALS    
    


        WHEREAS, the Company, the Borrowers under the Original Credit Agreement, the lenders under the Original Credit
Agreement and certain of the Agents entered into the Original Credit Agreement and on the Original Closing Date all conditions to closing thereunder set forth therein were satisfied (capitalized terms
used herein shall have the meanings assigned thereto in Section 1 hereof). 


        WHEREAS, pursuant to the Original Credit Agreement, Existing Lenders have certain aggregate revolving commitments of $1,564,788,350 to
Owens-Brockway, O-I Plastic and Offshore Borrowers and certain Separated Funded Loans (as defined in the Original Credit Agreement) outstanding to O-I Plastic in an aggregate principal amount of
$319,179,900; 





 



        WHEREAS, the Lenders hereunder propose to acquire all rights and obligations of the Existing Lenders under the Original Credit Agreement
and concurrently with such acquisition, Company, the Borrowers and the Lenders and Agents desire, subject to the terms and conditions set forth herein, to amend and restate the Original Credit
Agreement in its entirety as set forth herein in order to (i) convert the Separated Funded Loans, the General Revolving Loans (as defined in the Original Credit Agreement) and the Existing Australian
Loans outstanding under the Original Credit Agreement into Tranche A Term Loans, Tranche B Term Loans, Revolving Loans and Australian Revolving Loans as set forth herein and to pay certain fees and
expenses associated with such conversion, and (ii) provide for certain other amendments set forth herein; 


        WHEREAS, the proceeds of the amended and restated secured credit facilities set forth herein will continue to be used by Borrowers (i) to
provide working capital for Company and its Subsidiaries (including Borrowers), (ii) to provide for commercial and standby letter of credit requirements, (iii) subject to the terms and conditions
herein, to provide funds to redeem, repay or otherwise repurchase certain Existing Holdings Senior Notes due 2004, 2005 and 2007 and (iv) to provide funds for other general corporate purposes of
Borrowers and their Subsidiaries; 


        WHEREAS, pursuant to the Original Credit Agreement, the Arrangers, on behalf of the Australian Offshore Borrowers offered the Existing
Australian Loans to certain persons, including Existing 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 such Existing Australian Loans (issued as debentures in inscribed form and evidenced by the Existing Australian Loan Notes), and the Existing Lenders accepted
the invitation of the Australian Offshore Borrowers and subscribed for and acquired the Existing Australian Loans and the Existing Australian Revolving Loan Notes; 


        WHEREAS, the Arrangers, on behalf of ACI, have offered the Existing Australian Loans to certain persons, including 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 purchase and assume the Existing Australian
Loans (which shall be amended and restated as Tranche A Term Loans and Australian Revolving Loans) and to make available further Australian Revolving Loans (issued as debentures in inscribed form and
evidenced by Australian Revolving Loan Notes), and the Lenders desire to accept the invitation; 


        WHEREAS, Lenders will continue to make Offshore Revolving Loans and other extensions of credit available to the Offshore Borrowers and
Offshore Borrowers (other than Avir or O-I Canada) and certain of their Subsidiaries will continue to secure certain Offshore Revolving Loans and other extensions of credit with certain pledges of
stock and other grants of collateral; 


        WHEREAS, Domestic Borrowers will continue to secure all of their Obligations hereunder, under the other Loan Documents and in respect of
Other Lender Guarantied Obligations pursuant to a First Priority Lien granted to Collateral Agent, on behalf of the Lenders and the holders of Other Lender Guarantied Obligations, on substantially all
of their respective real, personal and mixed property, including a pledge of all of the Capital Stock of substantially all of their Domestic Subsidiaries (other than O-I General FTS Inc.) and 65% of
the Capital Stock of their first-tier Foreign Subsidiaries owned by Company or any Domestic Subsidiary; 


        WHEREAS, Company and substantially all of the wholly-owned Domestic Subsidiaries of Company will continue to guarantee the Obligations
hereunder, under the other Loan Documents and the Other Lender Guarantied Obligations and secure their guaranties pursuant to a First Priority Lien granted to 


2





 



Collateral
Agent, on behalf of the Lenders and the holders of Other Lender Guarantied Obligations, on substantially all of their respective real, personal and mixed property, including a pledge of all
of the Capital Stock of substantially all of their Domestic Subsidiaries and 65% of the Capital Stock of the first-tier Foreign Subsidiaries owned by Company or such Domestic Subsidiary; 


        WHEREAS, Company and substantially all of the wholly-owned Domestic Subsidiaries of Company, each Australian Wholly-Owned Subsidiary and
United Glass and the English Wholly-Owned Subsidiaries will continue to guarantee the Obligations of the other Offshore Borrowers and secure their guaranties pursuant to a First Priority Lien granted
to Collateral Agent, on behalf of the Lenders, on substantially all of their respective real, personal and mixed property and 35% of the Capital Stock of the first-tier Foreign Subsidiaries owned by
Company or such Domestic Subsidiary not pledged to secure the Obligations of the Domestic Borrowers; and 


        WHEREAS, Company and substantially all of the wholly-owned Domestic Subsidiaries of Company and each English Wholly-Owned Subsidiary of
United Glass will continue to guarantee the Obligations of United Glass and secure their guaranties pursuant to a First Priority Lien granted to Collateral Agent, on behalf of the Lenders, on
substantially all of their real, personal and mixed property and 35% of the Capital Stock of the first-tier Foreign Subsidiaries owned by Company or such 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, Company, Borrower's Agent,
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: 


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


        "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. 


        "Acquisition Collateral Account" has the meaning set forth in subsection 2.4B(ii)(d). 


        "Acquisition Sublimit" has the meaning set forth in subsection 2.4B(ii)(d). 


        "Additional Mortgage" has the meaning set forth in subsection 5.10A(i). 


        "Additional Mortgaged Property" has the meaning set forth in subsection 5.10A 


        "Additional Offshore Borrower" has the meaning assigned to that term in subsection 10.22. 



        "Additional Term Loans" has the meaning assigned to that term in subsection 2.1A(iv). 


        "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 


3





 



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 Revolving 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 (and any such Lender shall provide Borrower's Agent with a written statement setting out in
reasonable detail the amount and calculation of such additional cost). 


        "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
Section 8 and Section 9 and the Collateral Documents only, Collateral Agent. 


        "Agreement" means this First Amended and Restated Secured Credit Agreement dated as of June 13, 2003, 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) $480,000,000 and (ii) the Revolving Loan Commitments then in effect. 


        "Applicable Base Rate Margin" means, for any (x) Tranche B Term Loans, 2.2500% per annum, and (y) for any Tranche A Term Loans or
Revolving Loans, as at any date of determination, a rate per annum equal to the percentage set forth below for such Type of Loan opposite the Applicable 


4





 



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: 



	Applicable Leverage Ratio
 
	 	Applicable Base Rate Margin (Revolving Loans)
	 	Applicable Base Rate Margin (Tranche A Term Loans)
	 
	Less than 3.0:1	 	1.2500	%	1.7500	%
	

3.0:1 or greater but less than 3.5:1	
 	

1.5000	
%	

2.0000	
%
	

Greater than or equal to 3.5:1	
 	

1.7500	
%	

2.2500	
%






        "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, (x) for any Tranche B Term Loans, 3.2500% per annum and (y) for any Tranche A Term Loans, Revolving
Loans or Offshore Revolving Loans, as at any date of determination, a rate per annum equal to the percentage set forth below for such Type of Loan 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: 



	Applicable Leverage Ratio
 
	 	Applicable Eurodollar Margin (Revolving Loans and Offshore Revolving Loans)
	 	Applicable Eurodollar Margin (Tranche A Term Loans)
	 
	Less than 3.0:1	 	2.2500	%	2.7500	%
	

3.0:1 or greater but less than 3.5:1	
 	

2.5000	
%	

3.0000	
%
	

Greater than or equal to 3.5:1	
 	

2.7500	
%	

3.2500	
%






        "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 Restatement Date to but excluding the date of commencement of the first Pricing Period beginning upon the delivery after September 30, 2003 of an Effective Pricing Certificate for the Fiscal
Quarter ending September 30, 2003 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, 2003) 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, (c) following the date of
consummation of a sale of equity Securities of Holdings in an offering, or (d) following any Pro Forma Event, in each case certifying as to the Consolidated Leverage Ratio, calculated on a Pro Forma
Basis, as of the last day of such Fiscal Quarter or as of the date of consummation of such sale of equity Securities or Pro Forma Event 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 


5





 



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 or the 10th Business Day after the occurrence of any Pro Forma Event (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 or as of the occurrence of the Pro Forma Event, as applicable, was greater than 3.5:1. 


        "Applicable Percentage" means, in the case of Net Equity Securities Proceeds arising from the issuance of Permitted Preferred Stock by
Holdings, 100%, and otherwise means 50%. 


        "Arranger" and "Arrangers" means the Tranche A Joint Lead Arrangers, the Tranche B Joint
Lead Arrangers, the Tranche A Joint Book Managers and the Tranche B Joint Book Managers (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 sales, transfers or other dispositions (1) to any Loan Party (other than Avir or O-I Canada) (2) by any Loan Party to Avir, O-I Canada or any Subsidiary of Company that is not a Loan Party
of assets the aggregate value of which for all such sales, transfers or
other dispositions after the Restatement Date less the aggregate value of all sales, transfers or other dispositions from Avir, O-I Canada, or any
Subsidiary that is not a Loan Party to any Loan Party after the Restatement Date does not exceed $200,000,000, (3) by a non-Loan Party to Company or any of its Subsidiaries, or (4) made in connection
with the Specified Restructuring) 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 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 Offshore Borrowers" means O-I Australia, ACI and any Australian Subsidiary that becomes an Additional Offshore Borrower to
which Australian Revolving 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 Restatement Date or any successor Australian Overdraft Account Provider pursuant to subsection 10.2E; provided, however, that no such 


6





 



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 in connection with the Original Credit Agreement, as the same may be amended, amended and restated or otherwise modified in connection with the Restatement 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 in accordance with the terms thereof and hereof. 



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


        "Australian Revolving Loan Commitment" means the commitment of a Lender to purchase and assume Commitments under (and as defined in) the
Original Credit Agreement (and its pro rata share of outstanding Loans thereunder as of the Restatement Date) on the Restatement Date, and thereafter to make Australian Revolving Loans to Australian
Offshore Borrowers pursuant to subsection 2.1C, and "Australian Revolving Loan Commitments" means such commitments of all Lenders in the aggregate. 



        "Australian 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 Australian Revolving Loan Commitment, and (ii) after the termination of the Revolving Loan Commitments, the sum of (a) the aggregate outstanding principal
amount of the Australian Revolving 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 drawings 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 Revolving 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 Revolving Loans of such Lender, as
such promissory note may be amended, supplemented or otherwise modified from time to time. 


        "Australian Revolving Loans" means the Existing Australian Loans which are purchased, assumed, amended and restated on the Restatement
Date pursuant to subsection 2.1C and the additional Loans made from and after the Restatement Date by Lenders to Australian Offshore Borrowers pursuant to subsection 2.1C. 


        "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 


7





 



territory
thereof and "Australian Wholly-Owned Subsidiaries" means, collectively, all Australian Wholly-Owned Subsidiaries. 



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


        "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 the Tranche B Term Loans, Owens-Brockway, (ii) with respect to Revolving Loans and Letters of Credit
issued for the account of a Domestic Borrower and the Domestic Overdraft Account, either of the Domestic Borrowers, (iii) with respect to UK Revolving Loans and the UK Overdraft Account, United Glass,
(iv) with respect to Tranche A Term Loans, ACI, (v) with respect to the Australian Revolving Loans, Letters of Credit issued for the account of an Australian Offshore Borrower and the Australian
Overdraft Account, any of the Australian Offshore Borrowers, as applicable, (vi) with respect to Canadian Revolving Loans and the Canadian Overdraft Account, O-I Canada, and (vii) with respect to
Italian Revolving Loans and the Italian Overdraft Account, Avir, 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
XVIII 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 Revolving 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 Revolving Loan Commitments or of the Total Utilization of Australian Revolving Loan Commitments or of the Total Utilization of
Italian Revolving Loan Commitments or of the Total Utilization of Canadian Revolving 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. 


        "CAM" means the mechanism for the allocation and exchange of interests in the Specified Obligations and collections thereunder established
under subsection 2.10. 


        "CAM Exchange" means the exchange of the Lenders' interests provided for in subsection 2.10. 


8





 



        "CAM Exchange Date" means the date on which (a) any Event of Default referred to in subsection 7.6 or 7.7 shall occur in respect of the
Company, either Domestic Borrower or either Australian Offshore Borrower or (b) an acceleration of the maturity of the Loans pursuant to Section 7 shall occur. 



        "CAM Percentage" means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar
Equivalent (determined on the basis of Exchange Rates or Spot Rates, as applicable, prevailing on the CAM Exchange Date) of the Specified Obligations owed to such Lender and such Lender's
participation in the Domestic Overdraft Amount, the Offshore
Overdraft Amounts and undrawn amounts of Letters of Credit immediately prior to the CAM Exchange Date and (b) the denominator shall be aggregate Dollar Equivalent (as so determined) of the Specified
Obligations owed to all the Lenders, the Domestic Overdraft Amount, the Offshore Overdraft Amounts and the aggregate undrawn amount of outstanding Letters of Credit immediately prior to such CAM
Exchange Date. 


        "Canadian Dollars" means the lawful currency of Canada. 


        "Canadian Overdraft Account" means the account established by O-I Canada with Canadian Overdraft Account Provider and referenced in the
Canadian Overdraft Agreement. 


        "Canadian Overdraft Account Provider" means such Lender as O-I Canada may specify in writing to Administrative Agent on or after the
Restatement Date or any successor Canadian Overdraft Account Provider pursuant to subsection 10.2E; provided, however, that no such Lender shall be a
Canadian Overdraft Account Provider until O-I Canada and such Lender have executed and delivered an Canadian Overdraft Agreement to Administrative Agent. 


        "Canadian Overdraft Agreement" means the Offshore Overdraft Agreement executed and delivered by O-I Canada and Canadian Overdraft Account
Provider on or after the Restatement 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 O-I Canada and any successor Canadian 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. 


9









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


        "Canadian Revolving Loan Commitment" means the commitment of a Lender to make Canadian Revolving Loans to O-I Canada pursuant to
subsection 2.1C, and "Canadian Revolving Loan Commitments" means such commitments of all Lenders in the aggregate. 


        "Canadian 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 Canadian Revolving Loan Commitment, and (ii) after the termination of the Revolving Loan Commitments, the sum of (a) the aggregate outstanding principal
amount of the Canadian Revolving Loans of that Lender plus (b) in the case of Canadian Overdraft Account Provider, the Dollar Equivalent of the Canadian
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 Canadian Overdraft Amount. 


        "Canadian Revolving Loan Note" means any promissory note of O-I Canada, substantially in the form of Exhibit
VI annexed hereto, issued in favor of a Lender pursuant to subsection 2.1G(iv) to evidence the Canadian Revolving Loans of such Lender, as such promissory note may be amended,
supplemented or otherwise modified from time to time. 


        "Canadian Revolving Loans" means the Loans made by Lenders to O-I Canada pursuant to subsection 2.1C. 


        "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 of America 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, 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 of America, 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 


10





 



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 or any event constituting a "change of control" under any
indenture governing any Existing Owens-Brockway Senior Secured Notes, Existing Owens-Brockway Senior Unsecured Notes, New Senior Debt, Refinancing Senior Debt or New Junior Debt. 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. 


        "Class", as applied to the Lenders, means each of the following three classes of Lenders: (i) Lenders having Revolving Loan Exposure, (ii)
Lenders having Tranche A Term Loan Exposure and (iii) Lenders having Tranche B Term Loan Exposure. 


        "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 DB acting in the capacity of collateral agent on behalf of the Lenders, the trustees in respect of any
outstanding Existing Holdings Senior Notes, the trustees in respect of the Existing Owens-Brockway Senior Secured 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 acknowledgements 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 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 purchase of any materials, goods or services by Borrowers or any of their Subsidiaries in the ordinary course of business of such Borrower or such Subsidiary. 


        "Commitments" means the Tranche A Term Loan Commitments, the Tranche B Term Loan Commitments, the Revolving Loan Commitments, the UK
Revolving Loan Commitments, the Australian Revolving Loan Commitments, the Canadian Revolving Loan Commitments, the Italian Revolving 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, the remainder of 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, (vi) material non-recurring
gains and non-cash charges (excluding, for all purposes 


11





 

other
than the calculation of Consolidated Excess Cash Flow, any such charges related to claims of persons against Holdings for exposure to asbestos-containing products and expenses related thereto);
(vii) material non-recurring cash charges (other than any cash charge against any accrual or reserve established in a prior period for which an adjustment was taken under clause (vi) of this
definition and other than any charges related to claims of persons against Holdings for exposure to asbestos-containing products and expenses related thereto) in an amount not to exceed $10,000,000
for any such charge individually or $20,000,000 in the aggregate for all such charges in any four Fiscal Quarter Period; and (viii) minority share owners' interests in earnings of subsidiaries, all of
the foregoing as determined on a consolidated basis for Holdings and its Subsidiaries in conformity with GAAP. 


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


        "Consolidated Cash Interest Expense" means, for any period, Consolidated Interest Expense for such period  excluding, however, any interest expense not payable in Cash (including amortization of discount and
amortization of debt issuance costs). 


        "Consolidated Excess Cash Flow" means, for any period, an amount (if positive) equal to (i) the sum, without duplication, of the amounts
for such period of (a) Consolidated Adjusted EBITDA and (b) the Consolidated Working Capital Adjustment minus (ii) the sum, without duplication, of the
amounts for such period of (a) all repayments of Consolidated Total Debt permitted hereunder (excluding (i)
repayments of Revolving Loans except to the extent the Revolving Loan Commitments are permanently reduced in connection with such repayments, (ii) repayments of Indebtedness with proceeds of other
Indebtedness (including, without limitation, Revolving Loans or amounts drawn out of any Existing Holdings Senior Notes Redemption Collateral Account, and (iii) any other mandatory prepayment of
Indebtedness, to the extent proceeds from the event giving rise to such prepayment are not included in the calculation of Consolidated Adjusted EBITDA), (b) Consolidated Capital Expenditures (net of
any proceeds of any related financings with respect to such expenditures), (c) Consolidated Cash Interest Expense, (d) the provision for current taxes based on income of Company and its Subsidiaries
and payable in cash with respect to such period, (e) the amount of cash charges for such period for which adjustment was made under clause (vii) of the definition of Consolidated Adjusted EBITDA, (f)
the amount of Holdings Ordinary Course Payments made pursuant to clause (w) of the definition thereof for such period and (g) the amount of Holdings Ordinary Course Payments made pursuant to clause
(x) of the definition thereof for such period. 


        "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. 


12





 



        "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 Senior Secured Debt" means (A) Consolidated Total Debt plus the aggregate
amount that is or may become available for drawing under any Letters of Credit minus (B) Existing Holdings Senior Notes, Subordinated Indebtedness of
Holdings and its Subsidiaries, Refinancing Senior Debt, New Junior Debt, the Existing Owens-Brockway Senior Unsecured Notes and any other unsecured and/or subordinated Indebtedness of Holdings and its
Subsidiaries permitted by this Agreement, determined on a consolidated basis in conformity with GAAP. 



        "Consolidated Senior Secured Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Senior Secured 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 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; provided, that, for purposes of calculating the Consolidated Leverage Ratio, "Consolidated Total Debt" shall not include Existing
Holdings Senior Notes maturing in 2005 or 2007 to the extent funds are escrowed for the payment thereof in the Existing Holdings Senior Notes Redemption Collateral Account. 


        "Consolidated Working Capital Adjustment" means, for any period on a consolidated basis, the amount (which may be negative) by which the
sum of the components of working capital as of the beginning of such period exceeds (or is less than) the sum of the components of working capital as of the end of such period, as presented on the
face of the consolidated cash flow statement included in Holdings' Form 10-K filing for such period. 



        "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 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 


13





 



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. 



        "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 and O-I Plastic. "Domestic
Borrower" means either of the Domestic Borrowers. 


        "Domestic Borrowers' Guaranty" means that certain Amended and Restated Domestic Borrowers Guaranty in the form attached hereto as Exhibit
XIV, pursuant to which (i) each Domestic Borrower shall guaranty all Tranche B Term Loans and Revolving Loans made to, and related Obligations of, the other Domestic Borrower; (ii) each Domestic
Borrower shall guaranty all Tranche A Term Loans and 


14





 



Offshore
Revolving Loans made to, and all other Obligations of, the Offshore Borrowers; and (iii) each Domestic Borrower shall guaranty the Other Lender Guarantied Obligations. 


        "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 31 West 52nd Street, New York, New
York 10019. 


        "Domestic Funding Borrower" has the meaning assigned to that term in subsection 2.9B. 


        "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 Amended and Restated Overdraft Agreement executed and delivered by the Domestic Borrowers and
Administrative Agent on or before the Restatement 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 of America 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 of America or any state thereof; (ii) a
savings and loan association or savings bank organized under the laws of the United States of America 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 of America 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 or buys or invests in loans 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 Administrative Agent; 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 Revolving Loan Commitment or a
Tranche A Term Loan; 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 United Glass incorporated in England and Wales, excluding, however,
U.G. Leasing Ltd., and "English Wholly-Owned Subsidiaries" means, collectively, all English Wholly-Owned Subsidiaries. 


15





 



        "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 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 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. 


16





 



        "Euro" and the sign "€" mean the single currency unit of Participating
Member States. 


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


        "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, Offshore Revolving Loan or Offshore Overdraft Amount, 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 or capital 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, Canada 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 Restatement Date, or as of the date such Person becomes a Lender, in the case of any assignee 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, Canada 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 or as a result of a CAM Exchange pursuant to
subsection 2.10), (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 Restatement 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 Restatement 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 


17





 



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 Australian Loan Commitments" means the commitment of the Existing Lenders to make Existing Australian Loans under the Original
Credit Agreement. 


        "Existing Australian Loan Notes" means notes issued by ACI in respect of Existing Australian Loans. 


        "Existing Australian Loans" means the loans made to ACI under the Original Credit Agreement. 



        "Existing Holdings 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 Holdings 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 Holdings Senior Note Obligors" means Holdings, and, on a subordinated basis, Company and Packaging. 


        "Existing Holdings 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 Holdings Senior Notes Redemption Collateral Account" has the meaning assigned to that term in subsection 2.4B(ii)(e)(2). 


        "Existing Holdings Senior Notes Redemption Sublimit" has the meaning assigned to that term in subsection 2.4B(ii)(e)(3). 


        "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 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. 


18









   
        "Existing Lenders" means the "Lenders" (as defined in the Original Credit Agreement). 


        "Existing Letters of Credit" has the meaning assigned to that term in subsection 2.8A. 


        "Existing Mortgage" has the meaning set forth in subsection 5.10A. 


        "Existing Mortgaged Property" has the meaning set forth in subsection 5.10A. 


        "Existing Owens-Brockway Senior Secured Notes" means Owens-Brockway's 8-7/8% Senior Secured Notes due 2009, Owens-Brockway's 8-3/4% Senior
Secured Notes due 2012 and Owens-Brockway's 7-3/4% Senior Secured Notes due 2011 (and, for avoidance of doubt, any notes issued in exchange or replacement thereof on substantially identical terms). 



        "Existing Owens-Brockway Senior Unsecured Notes" means Owens-Brockway's 8-1/4% Senior Notes due 2013 (and, for avoidance of doubt, any
notes issued in exchange or replacement thereof on substantially identical terms). 


        "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, commencing with September 15, 2003. 


        "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 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 Existing 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 E
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 Restatement Date which is organized under the laws of a jurisdiction other than the United States of America or any State
thereof 


19





 



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. 


        "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 and the Offshore
Guaranties. 


        "Harbor Capital Subsidiaries" means, collectively, OI Advisors, Inc. (f/k/a/ Harbor Capital Advisors, Inc.), OI Securities, Inc. (f/k/a/
HCA Securities, Inc.) and OI Transfer, Inc. (f/k/a 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 Release, placement, generation, transportation, processing, construction,
treatment, abatement, removal, remediation, disposition or 


20





 



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 Restatement Date provided that such new IRB's shall not exceed $50,000,000 in the aggregate, (v) to redeem, repay or otherwise repurchase the Existing Holdings Senior
Notes to the extent not prohibited 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 or 7.12 or Event of Default shall exist (or shall be caused by such payment), (i) cash dividends on Holdings' existing preferred stock and Holdings Permitted
Preferred Stock issued after the Restatement Date 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. 


        "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 Amended and Restated Intercreditor Agreement executed and delivered on the Restatement Date among
Collateral Agent, DB, as Administrative Agent hereunder, the trustees in respect of the Existing Owens-Brockway Senior Secured Notes, the trustees in respect of the Existing Holdings Senior Notes,
such Lenders or Affiliates of Lenders which are holders of Other Permitted Credit Exposure or party to Interest Rate Agreements or Currency Agreements, which executed acknowledgments to the Original
Intercreditor Agreement or in the future execute acknowldgments to the Intercreditor Agreement, and, such other Persons who may become parties to the Intercreditor Agreement in accordance with the
terms thereof, which in the future 


21





 



execute
acknowledgments to the Intercreditor Agreement, in substantially the form of Exhibit XVII 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 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 DB is to be an Issuing Lender, DB may delegate the issuance of the
applicable Letter of Credit to an Affiliate, provided, further, that in the event of any such delegation
by DB, DB 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 DB 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 Overdraft Account" means the account established by Avir with the Italian Overdraft Account Provider and referenced in the
Italian Overdraft Agreement. 


22





 



        "Italian Overdraft Account Provider" means such Lender as Avir may specify in writing to Administrative Agent on or after the Restatement
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 Avir and such Lender have executed and delivered an Italian Overdraft Agreement to Administrative Agent. 


        "Italian Overdraft Agreement" means any Offshore Overdraft Agreement executed and delivered by Avir and Italian Overdraft Account Provider
in connection with the Original Credit Agreement, as the same may be amended, amended and restated or otherwise modified in connection with the Restatement 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 Avir 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 in accordance with the terms thereof and hereof. 


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


        "Italian Revolving Loan Commitment" means the commitment of a Lender to make Italian Revolving Loans to Avir pursuant to subsection 2.1C,
and "Italian Revolving Loan Commitments" means such commitments of all Lenders in the aggregate. 


        "Italian 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 Italian Revolving Loan Commitment, and (ii) after the termination of the Revolving Loan Commitments, the sum of (a) the aggregate outstanding principal amount
of the Italian Revolving 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 Revolving Loan Note" means any promissory note of 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 Revolving Loans of such Lender, as such promissory note may be amended,
supplemented or otherwise modified from time to time. 


        "Italian Revolving Loans" means the Loans made by Lenders to Avir pursuant to subsection 2.1C. 



        "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. 



        "LC Disbursement" means a payment made by an Issuing Lender pursuant to a Letter of Credit. 


23





 



        "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 or Loan, shall mean Lenders having that Commitment or making that Loan. 


        "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 Borrowers (other than Avir, United Glass and O-I Canada 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 Tranche A Term Loans, the Tranche B Term Loans,
the Revolving Loans or the Offshore Revolving 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. 


        "Maximum Consolidated Capital Expenditures Amount" means, for any Fiscal Year of Company and its Subsidiaries, an amount not to exceed
$550,000,000, plus, solely in the case of Fiscal Years 2003 and 2004, an additional amount not to exceed $150,000,000 in the aggregate for both such
Fiscal Years expended in connection with the development and construction of a new glass plant located in the United States of America. 


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


24





 



        "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 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 Existing Mortgages
and any Additional Mortgages, collectively. 


        "Mortgaged Property" means either an Existing 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, (B) in the case of an Asset Sale by a Domestic
Borrower or Subsidiary Guarantor that is a Domestic Subsidiary, net of any amount used within one year of the date of such Asset Sale to make Investments in Domestic Subsidiaries or purchase assets or
reinvest in the business of the Company and its Subsidiaries within the United States of America, (C) in the case of an Asset Sale by an Offshore Borrower or Offshore Guarantor, net of any amount used
within one year of the date of such Asset Sale to make Investments in a Loan Party (other than Avir or O-I Canada, except in the case of an Asset Sale by either such entity) or to purchase assets or
reinvest in the business of one or more of the Loan Parties (other than Avir or O-I Canada) or (D) in the case of an Asset Sale by a Foreign Subsidiary other than an Offshore Borrower (other than Avir
or O-I Canada) or Offshore Guarantor, net of any amount used within one year of the date of such Asset Sale to make Investments permitted hereunder or purchase assets or to reinvest in the business of
such Foreign Subsidiary outside the United States of America. 


        "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), 6.1(viii), 6.1(ix) and 6.1(xiv)). 


        "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 


25





 



Subsidiaries
(other than Domestic Borrowers or with respect to 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 (including guarantees thereof and Indebtedness and guarantees issued in exchange or in replacement
thereof containing substantially identical terms) having the following characteristics: (u) the obligors (whether borrowers, issuers, guarantors, pledgors or other credit support parties) shall
include only the Existing Holdings 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 April 1, 2008, except for provisions requiring any permitted obligor under clause (u) above
to repurchase all or a portion of New Junior Debt from the holders thereof upon the occurrence of a "change of control" or following an "asset sale" (such terms to be defined in the indenture(s)
governing such New Junior Debt), (x) the Net Debt Securities Proceeds of such Indebtedness shall be applied as required by subsection 2.4B(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 (including guarantees thereof and Indebtedness and guarantees issued in exchange or in replacement
thereof containing substantially identical terms) 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, if any, 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 April 1,
2008 except for provisions requiring any permitted obligor under clause (u) above to repurchase all or a portion of New Senior Debt from the holders thereof upon the occurrence of a "change of
control" or following an "asset sale" (such terms to be defined in the indenture(s) governing such New Senior Debt), (x) the Net Debt Securities Proceeds of such Indebtedness shall be applied as
required by subsection 2.4B(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 


26





 



reasonable
judgment. For the avoidance of doubt, in any event, Existing Owens-Brockway Senior Secured Notes and Existing Owens-Brockway Senior Unsecured Notes and related guarantees shall constitute
New Senior Debt. 


        "Notes" means one or more of the Tranche A Term Loan Notes, Tranche B Term Loan Notes, the Revolving Notes or the Offshore Revolving Loan
Notes or any combination thereof. 


        "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 Canada" means O-I Canada Corp. 


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


        "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). In
addition "Obligations" shall include breakage costs incurred by the Existing Lenders in connection with the sale and assignment of their respective loans to the Lenders on the Restatement Date. 


        "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 any 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 Restatement 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 Restatement Date 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 Tranche A Term Loans, any Offshore Revolving 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 in, the location or the Offshore Funding and Payment Office of the Offshore Overdraft Account Provider, as applicable, with respect to such
Applicable Currency, and (B) any Letter of Credit 


27





 



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 Tranche A Term Loans, ACI, (ii) with respect to Australian Revolving 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, (iii) with respect to UK Revolving Loans
and the UK Overdraft Account, United Glass, (iv) with respect to Canadian Revolving Loans and the Canadian Overdraft Account, O-I Canada and (v) with respect to Italian Revolving Loans and the Italian
Overdraft Account, Avir, and "Offshore Borrowers" means United Glass, O-I Canada, Avir and Australian 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, Euros or Canadian Dollars. 


        "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 Funding Australian Borrower" has the meaning set forth in subsection 2.9D. 


        "Offshore Guaranties" means the guaranties by the English Wholly-Owned Subsidiaries and the Australian Wholly-Owned Subsidiaries and the
UK Offshore Borrower Cross Guaranty, collectively, all as executed and delivered in connection with the Original Credit Agreement, as the same may be amended, amended and restated or otherwise
modified in a form satisfactory to Administrative Agent in connection with the Restatement Date and thereafter from time to time in accordance with the terms thereof and hereof. 


28









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


        "Offshore Overdraft Account" means the UK Overdraft Account, the Australian Overdraft Account, the Canadian Overdraft Account or the
Italian Overdraft Account, and "Offshore Overdraft Accounts" means the UK Overdraft Account, the Australian Overdraft Account, the Canadian Overdraft
Account and the Italian Overdraft Account, collectively. 


        "Offshore Overdraft Account Provider" means UK Overdraft Account Provider, Australian Overdraft Account Provider, Canadian Overdraft
Account Provider or Italian Overdraft Account Provider, and "Offshore Overdraft Account Providers" means UK Overdraft Account Provider, Australian
Overdraft Account Provider, Canadian Overdraft Account Provider and Italian Overdraft Account Provider, collectively. 



        "Offshore Overdraft Agreement" means the UK Overdraft Agreement, the Australian Overdraft Agreement, the Canadian Overdraft Agreement or
the Italian Overdraft Agreement, and "Offshore Overdraft Agreements" means the UK Overdraft Agreement, the Australian Overdraft Agreement, the Canadian
Overdraft Agreement and the Italian Overdraft Agreement, collectively. 


        "Offshore Overdraft Amount" means the UK Overdraft Amount, the Australian Overdraft Amount, the Canadian Overdraft Amount or the Italian
Overdraft Amount, and "Offshore Overdraft Amounts" means the UK Overdraft Amount, the Australian Overdraft Amount, the Canadian Overdraft Amount and the
Italian Overdraft Amount, collectively. 


        "Offshore Revolving Loan" means a UK Revolving Loan, an Australian Revolving Loan, a Canadian Revolving Loan or an Italian Revolving Loan,
and "Offshore Revolving Loans" means such loans of all Lenders in the aggregate. 


        "Offshore Revolving Loan Commitment" means a UK Revolving Loan Commitment, an Australian Revolving Loan Commitment, a Canadian Revolving
Loan Commitment or an Italian Revolving Loan Commitment, and "Offshore Revolving Loan Commitments" means all such commitments. 


        "Offshore Revolving Loan Note" means any of an Australian Revolving Loan Note, Canadian Revolving Loan Note or an Italian Revolving Loan
Note. 


        "Offshore Security Agreements" means the security agreements by United Glass, the Australian Offshore Borrowers, each English Wholly-Owned
Subsidiary and each Australian Wholly-Owned Subsidiary, executed and delivered in connection with the Original Credit Agreement, as the same may be amended, amended and restated or otherwise modified
in a form satisfactory to Administrative Agent in connection with the Restatement Date (including the First Supplemental Deed to be executed by United Glass) and thereafter from time to time in
accordance with the terms thereof and hereof. 


        "Offshore Sublimit" means, at any time, (i) as to United Glass, collectively, the lesser of (a) $20,000,000 and (b) the Revolving Loan
Commitments then in effect, (ii) as to the Australian Offshore Borrowers, collectively, the lesser of (a) $440,000,000 and (b) the Revolving Loan Commitments then in effect, (iii) as to O-I Canada,
the lesser of (a) $10,000,000 and (b) the Revolving Loan Commitments then in effect and (iv) as to Avir, 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 2.4G.
 


        "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. 


29





 



        "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. 


        "Original Closing Date" means May 2, 2001. 


        "Original Credit Agreement" means that certain Secured Credit Agreement dated as of April 23, 2001 by and among Company, the Domestic
Borrowers, the Offshore Borrowers, certain other Subsidiaries of Company, the financial institutions party thereto and DB (then known as Bankers Trust Company) as administrative agent, as amended
through the Fourth Amendment thereto dated as of April 16, 2003, which agreement shall be amended and restated hereby in its entirety on the Restatement Date. 


        "Original Intercreditor Agreement" means that certain Intercreditor Agreement dated as of April 23, 2001, as amended prior to the
Restatement Date, by and among DB, as administrative agent for the lenders under the Original Credit Agreement, the other parties that became party thereto in accordance with the provisions thereof
and DB as collateral agent therefor. 


        "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. 


        "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. 


        "Participating Member State" means any member state of the European Community that adopts or has adopted the Euro as its lawful currency
in accordance with legislation of the European Community relating to the European Monetary Union. 


        "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 Acquisition" means an Acquisition permitted under subsection 6.3(v) or 6.3(xi). 


        "Permitted Covenant" means (i) any periodic reporting covenant, (ii) any covenant restricting payments by Holdings with respect to any
securities of Holdings which are junior to the Permitted Preferred Stock, (iii) any covenant the default of which can only result in an increase in the amount of any redemption price, repayment
amount, dividend rate or interest rate, (iv) any covenant providing board
observance rights with respect to Holdings' board of directors and (v) any other covenant that does not adversely affect the interests of the Lenders (as reasonably determined by Administrative
Agent). 


        "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; 



30





 

         (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 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; 



31





 




      (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 of America substantially comparable to the foregoing. 




        "Permitted Holdings Debt Obligations" means the Existing Holdings Senior Notes and the Existing IRBs and up to an additional $50,000,000
of IRB financing and, to the extent Net Debt Securities Proceeds are applied as required by subsection 2.4B(ii), New Senior Debt, Refinancing Senior Debt and New Junior Debt issued by Holdings. 


        "Permitted Preferred Stock" means any preferred stock of Holdings (or any equity security of Holdings that is convertible or exchangeable
into any preferred stock of Holdings), so long as the terms of any such preferred stock or equity security of Holdings (i) do not provide any collateral security, (ii) do not provide any guaranty or
other support by Company or any of its Subsidiaries, (iii) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision occurring before April 1, 2008, (iv) do not
contain any covenants other than any Permitted Covenant, (v) do not grant the holders thereof any voting rights except for (w) voting rights required to be granted to such holders under applicable
law, (x) customary voting rights on fundamental matters such as mergers, consolidations, sales of substantial assets, or liquidations involving Holdings and matters that could adversely affect the
rights, preferences, qualifications, limitations or restrictions of such Permitted Preferred Stock and any other voting rights that are customary in the market at the time of issuance of such
Permitted Preferred Stock, as determined by the Administrative Agent in its reasonable judgment, (y) other voting rights to the extent not greater than or superior to those allocated to Holdings
Common Stock on a per share basis, and (z) voting rights with respect to the election of directors arising from dividends in arrears, (vi) the Net Equity Securities Proceeds arising therefrom are
applied as required by subsection 2.4B(ii)(d) and (vii) are otherwise reasonably satisfactory to Administrative Agent. 


        "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 Amended and Restated Pledge Agreement to be executed and delivered by Company and Packaging on the
Restatement 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 "£" 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 "£" shall, on the date on which Pounds are replaced by the Euro as the sole lawful currency of the UK, 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 on the date the Euro replaces Pounds for
purposes of this Agreement. 


32





 

        "Prime Rate" means the rate which DB 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. DB may make commercial loans or other loans at rates of interest at, above or below the
Prime Rate. 


        "Pro Forma Basis" means, as of any date of determination, the calculation of the compliance of Borrowers with the financial covenants set
forth in subsection 6.6A and 6.6B as of the last day of the four Fiscal Quarter period most recently ended on or prior to such date of determination (the "Compliance
Period"), after giving effect on a pro forma basis to any Acquisition constituting a Pro Forma Event made during such Compliance
Period and any disposition constituting a Pro Forma Event made during such Compliance Period, other than sales of inventory in the ordinary course of business and dispositions of obsolete equipment on
the following basis: 



          (i)  any
Indebtedness incurred or assumed by Holdings or any of its Subsidiaries in connection with such Acquisitions and any Indebtedness repaid in connection with such
Acquisitions or dispositions shall be deemed to have been incurred or repaid, respectively, as of the first day of the Compliance Period; 



         (ii)  if
such Indebtedness incurred or assumed by Holdings or any of its Subsidiaries in connection with such Acquisitions has a floating or formula rate, then the rate of
interest for such Indebtedness for the applicable period shall be computed as if the rate in effect for such Indebtedness on the relevant measurement date had been the applicable rate for the entire
applicable period; 


        (iii)  income
statement items (whether positive or negative) attributable to the property or business acquired or disposed of in such Acquisitions or dispositions shall be
included as if such Acquisitions or dispositions took place on the first day of such Compliance Period on a pro forma basis; and 



        (iv)  any
historical extraordinary non-recurring costs or expenses or other verifiable costs or expenses that will not continue after the Acquisition or disposition date may
be eliminated and other expenses
and cost reductions may be reflected on a basis consistent with Regulation S-X promulgated by the Securities and Exchange Commission. 




        With
respect to any such Acquisitions, such pro forma calculations shall be based on the consolidated balance sheet of such acquired Person or business and its consolidated Subsidiaries
as at the end of its most recent Fiscal Year or the most recent fiscal period preceding such Acquisition and the related consolidated statements of income and of cash flows for such period, which
shall have been previously provided to Administrative Agent and shall either (1) have been reported on without a qualification arising out of the scope of the audit by independent certified public
accountants of nationally recognized standing or (2) have been found reasonably acceptable by Administrative Agent. 


        "Pro Forma Event" means any disposition of assets to third parties the fair market value of which equals or exceeds $100,000,000 and any
Acquisition in which the 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) to third parties equals or exceeds $100,000,000. 


        "Pro Rata Share" means, with respect to any Lender, (i) with respect to all payments, computations and other matters relating to the
Tranche A Term Loan Commitment or the Tranche A Term Loan of any Lender, the percentage obtained by dividing (x) the Tranche A Term Loan Exposure of
that Lender by (y) the aggregate Tranche A Term Loan Exposure of all Lenders, (ii) with respect to all payments, computations and other matters relating
to the Tranche B Term Loan Commitment or the Tranche B Term Loan of any Lender, the percentage obtained by dividing (x) the Tranche B Term Loan Exposure
of that Lender by (y) the aggregate Tranche B Term Loan Exposure of all Lenders, (iii) with respect to all payments, computations and other matters
relating to the Revolving Loan Commitment 


33





 



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 Revolving 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, (iv) with respect to all payments, computations and other matters relating to the UK
Revolving Loan Commitments or the UK Revolving Loans of any Lender or participations therein or any participations in the UK Overdraft Amount purchased by any Lender, the percentage obtained by  dividing
(x) the UK Revolving Loan Exposure of that Lender by (y) the aggregate UK Revolving Loan
Exposure of all Lenders, (v) with respect to all payments, computations and other matters relating to the Australian Revolving Loan Commitments or the Australian Revolving 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 Revolving Loan Exposure of that Lender by (y) the aggregate
Australian Revolving Loan Exposure of all Lenders, (vi) with respect to all payments, computations and other matters relating to the Canadian Revolving Loan Commitments or the Canadian Revolving Loans
of any Lender or any participations in the Canadian Overdraft Amount purchased by any Lender, the percentage obtained by dividing (x) the Canadian
Revolving Loan Exposure of that Lender by (y) the aggregate Canadian Revolving Loan Exposure of all Lenders, (vii) with respect to all payments,
computations and other matters relating to the Italian Revolving Loan Commitments or the Italian Revolving Loans of any Lender or any participations in the Italian Overdraft Amount purchased by any
Lender, the percentage obtained by dividing (x) the Italian Revolving Loan Exposure of that Lender by  (y) the aggregate Italian Revolving Loan Exposure of
all Lenders, and (viii) for all other purposes with respect to each Lender, the percentage obtained by
dividing (x) the sum of the Tranche A Term Loan Exposure of that Lender plus Tranche B Term Loan
Exposure of that Lender plus the Revolving Loan Exposure of that Lender by (y) the sum of the aggregate
Tranche A Term Loan Exposure of all Lenders plus the aggregate Tranche B 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), (vi), (vii), and (viii) of the preceding sentence is set forth opposite the name of that Lender in Schedule A  annexed hereto. 


        "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 United Glass 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. 


        "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 Deutsche Bank Trust Company Americas and Bank of America, N.A. 


34





 



        "Refinancing Senior Debt" means Indebtedness (including guarantees thereof and Indebtedness and guarantees issued in exchange or in
replacement thereof containing substantially identical terms) having the following characteristics (u) the obligors shall include only the Existing Holdings Senior Note Obligors and no other Persons,
(v) any collateral therefor shall include only the Existing Holdings Senior Note Collateral and no other collateral and the Lien thereon, if any, 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 April 1, 2008, except for provisions requiring any permitted
obligor under clause (u) above to repurchase all or a portion of Refinancing Senior Debt from the holders thereof upon the occurrence of a "change of control" or following an "asset sale" (such terms
to be defined in the indenture(s) governing such Refinancing Senior Debt), (x) the Net Debt Securities Proceeds of such Indebtedness shall be applied as required by subsection 2.4B(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
C annexed hereto, as such Schedule C may hereafter be amended, supplemented or modified from time to time by Company. 


        "Requisite Class Lenders" means, at any time of determination (i) for the Class of Lenders having Revolving Loan Exposure, Lenders having
or holding more than 50% of the aggregate Revolving Loan Exposure of all Lenders, (ii) for the Class of Lenders having Tranche A Term Loan Exposure, Lenders having or holding more than 50% of the
aggregate Tranche A Term Loan Exposure of all Lenders, and (iii) for the Class of Lenders having Tranche B Term Loan Exposure, Lenders having or holding more than 50% of the aggregate Tranche B Term
Loan Exposure of all Lenders. 


        "Requisite Lenders" means Lenders having or holding more than 50% of the sum of (a) the aggregate Tranche A Term Loan Exposure of all
Lenders plus (b) the aggregate Tranche B Term Loan Exposure of all Lenders plus (c) the aggregate
Revolving Loan Exposure of all Lenders. 


        "Reservation Conditions" means, with respect to any Net Debt Securities Proceeds, (i) the sum of (A) the aggregate amount of Net Debt
Securities Proceeds theretofore applied to redeem Existing Holdings Senior Notes Due 2005 and/or 2007 (without prior reservation to either the Existing Holdings Senior Notes Redemption Collateral
Account or the Existing Holdings Senior Notes Redemption Sublimit) plus (B) the aggregate amount of Net Debt Securities Proceeds theretofore deposited
in the Existing Holdings Senior Notes Redemption Collateral Account (and not theretofore released to repay Loans) plus (C) the aggregate amount of Net
Debt Securities Proceeds theretofore reserved in the Existing Holdings Senior Notes Redemption Sublimit (and not theretofore released to repay Loans), plus  (D) the aggregate amount of Net Debt
Securities Proceeds then proposed to be deposited in the 


35





 



Existing
Holdings Senior Notes Redemption Collateral Account and/or reserved within the Existing Holdings Senior Notes Redemption Sublimit, does not exceed $650,000,000; (ii) after giving effect to
the proposed application of such Net Debt Securities Proceeds, the Revolving Loan Commitments shall exceed the Total Utilization of Revolving Loan Commitments by at least $250,000,000; (iii) in the
case of Net Debt Securities Proceeds arising from the issuance of New Senior Debt, after giving effect to the issuance of such New Senior Debt and the proposed application of the Net Debt Securities
Proceeds arising therefrom, the Consolidated Senior Secured Leverage Ratio is less than 2.85:1.00. 



        "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. 


        "Restatement Date" means the date on or before July 31, 2003 on which all of the conditions set forth in subsection 3.1 are satisfied. 


        "Restricted Debt Obligations" means, collectively, Existing Holdings 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, including, without limitation, Company's intercompany note to Holdings. 


        "Revolving Lenders" means the Lenders having a Revolving Loan Commitment. 


        "Revolving Loan Commitment" means the commitment of a Lender to purchase and assume Commitments under (and as defined in) the Original
Credit Agreement (and its Pro Rata Share of outstanding Loans thereunder as of the Restatement Date) on the Restatement Date, and thereafter to make Revolving Loans to each of the Domestic Borrowers
pursuant to subsection 2.1A(iii), and "Revolving Loan Commitments" means such commitments of all Lenders to all Domestic Borrowers in the aggregate. 


        "Revolving Loan Commitment Termination Date" means April 1, 2007. 


        "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) 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 Revolving Loans of such Lender (net of any
participations therein purchased by other Lenders) plus (h) in the case of any 


36





 



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(iii). 


        "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 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 Amended and Restated Security Agreement to be executed and delivered by Company, Domestic Borrowers and
the Subsidiary Guarantors on the Restatement 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 of America, 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 incorporated in England and Wales or Scotland 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. 


        "Specified Obligations" means Obligations consisting of the principal of and interest on the Loans, reimbursement obligations in respect
of LC Disbursements and fees payable hereunder to the Revolving Lenders. 


        "Specified Restructuring" means a certain anticipated corporate restructuring in which OI Peru STS Inc., OI Poland Inc., OI Hungary Inc.,
OI Ecuador STS Inc., and OI Venezuela Plastic Products 


37





 



Inc.
and/or the assets thereof would be released from the Subsidiary Guaranty and the Collateral Documents, directly or indirectly contributed to OI Global CV or its direct or indirect subsidiaries,
become direct or indirect subsidiaries thereof or otherwise be liquidated into a Loan Party, which restructuring may also include certain other restructuring transactions with respect to Foreign
Subsidiaries that are not Loan Parties and which would otherwise not be prohibited by the terms hereof as confirmed by the Administrative Agent prior to the consummation thereof. 


        "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 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, (iii) 10:30 A.M. (Milan or London time, as applicable) with respect to quotations in respect of the Euro and (iv) 10:30 A.M. (Toronto
time) with respect to quotations in respect of Canadian Dollars, 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 either Pounds or the Euro. 


        "Sterling Equivalent" means, on any Offshore Banking Day with respect to UK Revolving 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 applicable Sterling Equivalent computation is made for delivery two Offshore Banking
Days later. 


38





 



        "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 Restatement Date, the Subsidiary Guarantors are set forth on Schedule 1.1B. 


        "Subsidiary Guaranty" means the Amended and Restated 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 Restatement 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" means either a Tranche A Term Loan or a Tranche B Term Loan, and, if made, an Additional Term Loan, and "Term Loans" means all
such Loans collectively. 


        "Term Loan Commitment" means either a Tranche A Term Loan Commitment or a Tranche B Term Loan Commitment and "Term
Loan Commitments" means the Tranche A Term Loan Commitments and the Tranche B Term Loan Commitments collectively. 


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


        "Total Utilization of Australian Revolving Loan Commitments" means, as at any date of determination, the sum of (i) the aggregate
principal amount of all outstanding Australian Revolving Loans (other than Australian 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 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 Canadian Revolving Loan Commitments" means, as at any date of determination, the sum of (i) the aggregate principal
amount of all outstanding Canadian Revolving Loans (other than Canadian Revolving Loans made for the purpose of repaying the Canadian Overdraft Amount to the extent not yet so applied)  plus (ii) the
Dollar Equivalent of the Canadian Overdraft Amount. 


39







  





        "Total Utilization of Italian Revolving Loan Commitments" means, as at any date of determination, the sum of (i) the aggregate
principal amount of all outstanding Italian Revolving Loans (other than Italian Revolving 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 Revolving Loans (other than Offshore 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 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 Holdings Senior Notes Redemption Sublimit plus (viii) amounts available under any Acquisition Sublimit. 


        "Total Utilization of UK Revolving Loan Commitments" means, as at any date of determination, the sum of (i) the aggregate principal
amount of all outstanding UK Revolving Loans (other than UK Revolving Loans made for the purpose of repaying the UK Overdraft Amount to the extent not yet so applied)  plus (ii) the Dollar
Equivalent of the UK Overdraft Amount. 


        "Tranche A Term Loan Commitment" means the commitment of a Lender to purchase and assume Commitments under (and as defined in) the
Original Credit Agreement (and its pro rata share of outstanding Loans thereunder as of the Restatement Date) on the Restatement Date, and to extend and maintain the same as Tranche A Term
Loans to ACI upon their amendment and restatement as such on the Restatement Date pursuant to subsection 2.1A(i), and "Tranche A Term Loan
Commitments" means such commitments of all Lenders in the aggregate. 


        "Tranche A Term Loan Exposure" means, with respect to any Lender as of any date of determination (i) prior to the funding of
the Tranche A Term Loans, that Lender's Tranche A Term Loan Commitment and (ii) after the funding of the Tranche A Term Loans, the outstanding principal amount of the
Tranche A Term Loan of that Lender. 


        "Tranche A Term Loan Maturity Date" means April 1, 2007. 


        "Tranche A Term Loan Note" means a promissory note of ACI substantially in the form of  Exhibit IV-A annexed hereto, issued in favor of Lenders pursuant to
subsection 2.1G(iv) to evidence the Tranche A Term Loan made to
ACI, as it may be amended, supplemented or otherwise modified from time to time. "Tranche A Term Notes" means all such promissory notes
collectively, as they may be amended, supplemented or otherwise modified from time to time. 



        "Tranche A Term Loans" means the Tranche A Term Loans made by Lenders to ACI pursuant to subsection 2.1A(i). 


        "Tranche B Term Loan Commitment" means the commitment of a Lender to purchase and assume Commitments under (and as defined in) the
Original Credit Agreement (and its pro rata share of outstanding Loans thereunder as of the Restatement Date) on the Restatement Date, and to extend and maintain the same as Tranche B Term
Loans to Owens-Brockway upon their amendment and restatement as such on the Restatement Date pursuant to subsection 2.1A(ii), and "Tranche B Term Loan
Commitments" means such commitments of all Lenders in the aggregate. 


40





 



        "Tranche B Term Loan Exposure" means, with respect to any Lender as of any date of determination (i) prior to the funding of
the Tranche B Term Loans, that Lender's Tranche B Term Loan Commitment and (ii) after the funding of the Tranche B Term Loans, the outstanding principal amount of the
Tranche B Term Loan of that Lender. 


        "Tranche B Term Loan Maturity Date" means April 1, 2008. 


        "Tranche B Term Loans" means the Tranche B Term Loans made by Lenders to Owens-Brockway pursuant to
subsection 2.1A(ii). 


        "Tranche B Term Note" means a promissory note of Owens-Brockway substantially in the form of  Exhibit IV-B annexed hereto, issued in favor of Lenders pursuant
to subsection 2.1G(iv) to evidence the Tranche B Term Loan made to
Owens-Brockway, as it may be amended, supplemented or otherwise modified from time to time. "Tranche B Term Notes" means all such promissory
notes collectively, as they may be amended, supplemented or otherwise modified from time to time. 


        "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 Revolving Loan Commitment, (a) a Tranche A Term
Loan Commitment, (b) a Tranche B Term Loan Commitment or (c) a Revolving Loan Commitment, (ii) with respect to an Offshore Revolving Loan Commitment, (a) a UK
Revolving Loan Commitment, (b) an Australian Revolving Loan Commitment, (c) a Canadian Revolving Loan Commitment or (d) an Italian Revolving Loan Commitment, (iii) with
respect to a Loan other than an Offshore Revolving Loan, (a) a Tranche A Term Loan, (b) a Tranche B Term Loan or (c) a Revolving Loan, and (iv) with respect
to an Offshore Revolving Loan, (a) a UK Revolving Loan, (b) an Australian Revolving Loan, (c) a Canadian Revolving Loan, or (d) an Italian Revolving 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 Revolving Loan Commitment" means the commitment of a Lender to make UK Revolving Loans to United Glass pursuant to subsection 2.1C,
and "UK Revolving Loan Commitments" means such commitments of all Lenders in the aggregate. 



        "UK 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 UK Revolving Loan Commitment, and (ii) after the termination of the Revolving Loan Commitments, the sum of (a) the aggregate outstanding
principal amount of the UK Revolving Loans of that Lender plus (b) 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. 


41





 



        "UK Revolving Loans" means the Loans made by Lenders to United Glass pursuant to subsection 2.1C. 


        "UK Offshore Borrower Cross Guaranty" means that certain guaranty executed by United Glass in connection with the Original Credit
Agreement as the same may be amended, amended and restated, or otherwise modified in connection with the Restatement Date so as to provide for United Glass' guaranty of all Offshore Revolving Loans to
the other Offshore Borrowers. 


        "UK Overdraft Account" means the account established by United Glass 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
Restatement 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
in connection with the Original Credit Agreement, as the same may be amended, amended and restated or otherwise modified in connection with the Restatement 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 in accordance with the terms thereof and hereof. 


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


        "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. 


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


        "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 OI Italia S.R.L. 


        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 


42





 



in
Section 1, Section 5 and Section 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. 


        1.4    Amendment and Restatement.    



        On
the Restatement Date, the Lenders shall purchase and assume the Revolving Loan Commitments (as defined in the Original Credit Agreement), the Existing Australian Loan Commitments and
the outstanding General Revolving Loans (as defined in the Original Credit Agreement), Separated Funded Loans (as defined in the Original Credit Agreement) and Existing Australian Loans, in each case,
under the Original Credit Agreement from the Existing Lenders at par plus accrued interest and fees, free and clear of adverse claim, participation or other encumbrance, which Revolving Loan
Commitments, Existing Australian Loan Commitments, General Revolving Loans, Separated Funded Loans and Existing Australian Loans (including such accrued interest and fees) and the Original Credit
Agreement shall be (immediately upon such purchase and assumption by the Lenders) amended and restated in their entirety as Revolving Loan Commitments and/or Revolving Loans and/or Australian
Revolving Loans, Tranche A Term Loans, and Tranche B Term Loans hereunder and governed by the terms of this Agreement all as more particularly described herein. For the avoidance of
doubt, on the Restatement Date, the Revolving Loan Commitments hereunder shall not be subject to any "Existing Senior Notes Redemption Sublimit" (as defined in the Original Credit Agreement) then in
effect under the Original Credit Agreement. The Lenders are not subject to or bound by any of the terms or provisions of the Original Credit Agreement. The parties acknowledge and agree that this
Agreement and the other Loan Documents do not constitute a novation, payment and reborrowing or termination of the obligations under the Original Credit Agreement and that all such obligations are in
all respects continued and outstanding as obligations under this Agreement and the Notes with only the terms being modified from and after the Restatement Date as provided in this Agreement, the Notes
and the other Loan Documents. 


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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), 2.1A(ii)
and 2.1A(iii). 



        (i)    Tranche A Term Loans.    Each Lender with a Tranche A Term Loan Commitment severally agrees to
purchase and assume on the Restatement Date Existing Australian Loan Commitments (and its pro rata share of outstanding Existing Australian Loans thereunder as of the Restatement Date) in an amount
equal to its Tranche A Term Loan Commitment. Such purchased and assumed commitments and loans continue in existence but are immediately upon such purchase and assumption, amended and restated
in their entirety as Tranche A Term Loans made in Dollars to ACI, with the amount of each Lender's Tranche A Term Loan to ACI being set forth opposite such Lender's name on  Schedule A
annexed hereto, and with the aggregate amount of the Tranche A Term Loans being $460,000,000;
provided that the Tranche A Term Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche A Term
Loan Commitments pursuant to subsection 10.2; and provided, further that the amount of the
Tranche A Term Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4G. From and after the Restatement Date,
Tranche A Term Loans repaid or prepaid may not be reborrowed. The Tranche A Term Loans shall mature on the Tranche A Term Loan Maturity Date, and all Tranche A Term Loans
and all other amounts owed hereunder with respect to the Tranche A Term Loans shall be paid in full no later than that date. 



        (ii)    Tranche B Term Loans.    Each Lender with a Tranche B Term Loan Commitment severally agrees to
purchase and assume Commitments under (and as defined in) the Original Credit Agreement (and its pro rata share of outstanding Loans thereunder as of the Restatement Date) in an amount equal to its
Tranche B Term Loan Commitment. Such purchased and assumed commitments and loans are hereby amended and restated in their entirety as Tranche B Term Loans made in Dollars to
Owens-Brockway, with the amount of each Lender's Tranche B Term Loan to Owens-Brockway being set forth opposite such Lender's name on  Schedule A annexed hereto, and with the aggregate amount
of the Tranche B Term Loans being $840,000,000;  provided that the Tranche B Term Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Term
Loan Commitments pursuant to subsection 10.2; and provided, further that the amount of the
Tranche B Term Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4G. From and after the Restatement Date,
Tranche B Term Loans repaid or prepaid may
not be reborrowed. The Tranche B Term Loans shall mature on the Tranche B Term Loan Maturity Date, and all Tranche B Term Loans and all other amounts owed hereunder with respect
to the Tranche B Term Loans shall be paid in full no later than that date. 


        (iii)    Revolving Loans.    Each Revolving Lender severally agrees to purchase and assume Commitments under (and as
defined in) the Original Credit Agreement (and its pro rata share of outstanding Loans thereunder as of the Restatement Date) in an amount equal to its Revolving Loan Commitment. Such purchased and
assumed commitments and loans are hereby amended and restated in their entirety as Revolving Loan Commitments and Revolving Loans made in Dollars to Owens-Brockway and O-I Plastic, with
the amount of each Revolving Loan Commitment to the Domestic Borrowers being set forth opposite such Lender's name on Schedule A annexed hereto,
and with the original aggregate amount of the Revolving Loan Commitments being $600,000,000; 



44





 




 provided, that the Revolving Loan Commitments of Lenders 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 shall be
reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. From and after the Restatement Date, 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 the Domestic Borrowers from time to time
during the period from and including the Restatement 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 be used for the purposes and subject to the limitations identified in subsections 2.5A and 2.5B. In no event
shall the aggregate principal amount of the Revolving Loans to the Domestic Borrowers from any Lender outstanding at any time exceed its Revolving Loan Commitment 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(iii) may be repaid and reborrowed to but excluding the Revolving Loan
Commitment Termination Date. 


        Anything
contained in this Agreement to the contrary notwithstanding, 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. 


        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. 


        (iv)    Additional Term Loans.    (a) Owens-Brockway shall have the right at any time (so long as (x) no
Potential Event of Default or Event of Default then exists and (y) Borrowers' Agent shall have delivered to Administrative Agent a Compliance Certificate for the period of four full Fiscal
Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner consistent with the requirements of clause (b) of subsection 5.1(iii) giving pro
forma effect to such incurrence and evidencing compliance with the covenants referred to in such Compliance Certificate and a Consolidated Senior Secured Leverage Ratio on a  pro forma basis of not more
than 2.85:1.0 as of the last day of such period), and from time to time after the Restatement Date to incur from one or more
existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such loans to Owens-Brockway, loans and commitments to make loans in an aggregate principal
amount not to exceed $300,000,000 which loans may be incurred as one or more tranches of additional term loans (the "Additional Term Loans") as
determined by Administrative Agent that are pari passu in all respects to the Tranche B Term Loans under a facility that would provide that the
Additional Term Loans would have a Weighted Average Life to Maturity of not less than the Tranche B Term Loans and a final maturity no earlier than Tranche B Term Maturity Date;  provided, that
(i) the terms and conditions of any Additional Term Loans shall be substantially similar to those applicable to the
Tranche B Term Loans and (ii) the applicable margins (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (amortized over the
life of such loan) payable to all Lenders providing such Additional Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all
Lenders providing such 



45





 

Additional
Term Loans) determined as of the initial funding date for such Additional Term Loans shall not be greater than 0.50% above the applicable margins then in effect for Tranche B Term
Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (amortized over the life of such loan) paid to all Lenders of Tranche B
Term Loans as of the initial funding date for such Additional Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all
Lenders of Tranche B Term Loans). 


        (b)   In
the event that Owens-Brockway desires to incur Additional Term Loans, Owens-Brockway will enter into an amendment with the lenders (which shall upon execution thereof
become Lenders hereunder if not theretofore Lenders) to provide for such Additional Term Loans, which amendment shall set forth any terms and conditions of the Additional Term Loans not covered by
this Agreement as agreed by Owens-Brockway and such Lenders, and shall provide for the issuance of promissory notes to evidence the Additional Term Loans if requested by the lenders advancing
Additional Term Loans (which notes shall constitute Notes for purposes of this Agreement), with such amendment to be in form and substance reasonably acceptable to Administrative Agent and consistent
with the terms of this subsection 2.1A(iv) and of the other provisions of this Agreement. No consent of any Lender (other than any Lender making Additional Term Loans) is required to permit the
Loans contemplated by this subsection 2.1A(iv) or the aforesaid amendment to effectuate the Additional Term Loans. This section shall supercede any provisions contained in this Agreement,
including, without limitation, subsection 10.7. 




        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, and (ii) in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the
Revolving Loan Commitments then in effect. Notwithstanding anything contained in this Agreement to the contrary (but subject, however, to the limitations set forth in subsection 2.1A(iii) 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 the Domestic
Borrowers and Lenders having Revolving Loan Exposure, require each Lender having Revolving Loan Exposure to the Domestic Borrowers (including Administrative Agent) on one Business Day's notice to make
a Revolving Loan on behalf of the Domestic Borrowers in an amount equal to that Lender's Pro Rata Share, or, in the sole and absolute discretion of Administrative Agent, require each other Lender
having Revolving Loan Exposure to purchase a participation in amounts due with respect to the Domestic Overdraft Amount in an amount equal to that Lender's Pro Rata Share of the Domestic Overdraft
Amount; provided, however, that the obligation of each Lender to make each such Revolving Loan on behalf of the Domestic Borrowers or to purchase each
such participation in 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 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 


46





 

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 the 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 having Revolving Loan Exposure; 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 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 Revolving Loan Commitments.    Each Revolving Lender severally agrees to
purchase and assume on the Restatement Date its respective Pro Rata Share of such Existing Australian Loan Commitments under the Original Credit Agreement (and its pro rata share of outstanding
Existing 


47





 



Australian
Loans thereunder as of the Restatement Date) as are not amended and restated as Tranche A Term Loan Commitments and Tranche A Term Loans respectively under
section 2.1A(i). Such purchased and assumed commitments and loans continue in existence but are, immediately upon such purchase and assumption, amended and restated in their entirety as
Australian Revolving Loans made in Dollars to ACI, with the amount of each Lender's Australian Revolving Loan to ACI being set forth opposite such Lender's name in  Schedule A annexed hereto, and
with the aggregate amount of such Australian Revolving Loans being $257,000,000. Further, 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 Revolving Loans. The making of Offshore Revolving Loans shall reduce the availability of Revolving Loans to Domestic
Borrowers on a dollar-for-dollar basis to the extent of Offshore Revolving Loans outstanding. Subject to the limitations set forth below, (a) each Revolving Lender hereby severally agrees to
make UK Revolving Loans to United Glass from time to time during the period from and including the Restatement 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 UK Revolving Loan Commitments; provided,  however, Lenders
shall not be obligated to make UK Revolving Loans (and United Glass may not request any such Loans) at any time a UK Overdraft
Agreement is in effect, except to repay the UK Overdraft Amount upon notice from the UK Overdraft Account Provider pursuant to subsection 2.1D(ii), (b) each Revolving Lender hereby
severally agrees, subject to the limitations set forth below with respect to the maximum amount of Offshore Revolving Loans and Australian Revolving Loans permitted to be outstanding from time to
time, to make Australian Revolving Loans to any of the Australian Offshore Borrowers from time to time during the period from and including the Restatement 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
Revolving Loan Commitments, (c) each Revolving Lender hereby severally agrees to make Canadian Revolving Loans to O-I Canada from time to time during the period from and including
the Restatement 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
Canadian Revolving Loan Commitments, provided, however, Lenders shall not be obligated to make Canadian
Revolving Loans (and O-I Canada may not request any such Loans) at any time a Canadian Overdraft Agreement is in effect, except to repay the Canadian Overdraft Amount upon notice from the
Canadian Overdraft Account Provider pursuant to subsection 2.1D(ii), and (d) each Revolving Lender hereby severally agrees, subject to the limitations set forth below with respect to the
maximum amount of Offshore Revolving Loans and Italian Revolving Loans permitted to be outstanding from time to time, to make Italian Revolving Loans to Avir from time to time during the period from
and including the Restatement 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 Revolving Loan Commitments; provided, however, Lenders shall not be obligated to
make Italian Revolving Loans (and Avir 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 proceeds of all such Offshore Revolving Loans shall be used for the purposes identified in subsections 2.5A and
2.5B. The original amount of each Lender's UK Revolving Loan Commitment, each Lender's Australian Revolving Loan Commitment, each Lender's Canadian Revolving Loan Commitment and each
Lender's Italian Revolving Loan Commitment is set forth opposite its name in Schedule A annexed hereto and the aggregate original amounts of the
(i) UK Revolving Loan Commitments, (ii) the Australian Revolving Loan Commitments, (iii) the Canadian Revolving Loan Commitments and (iv) the Italian Revolving Loan
Commitments (in each case set forth in Schedule A) are (i) $20,000,000, (ii) $440,000,000, (iii) $10,000,000 and
(iv) $10,000,000, respectively; provided that the Offshore Revolving Loan 


48






 

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
Revolving Loan Commitment shall be reduced from time to time by the amount of any reductions thereto made
pursuant to subsection 2.4G. In no event shall the aggregate principal amount of the UK Revolving Loans of any Lender outstanding at any time exceed its UK Revolving Loan Commitment then in
effect, in no event shall the aggregate principal amount of the Australian Revolving Loans of any Lender outstanding at any time exceed its Australian Revolving Loan Commitment then in effect, in no
event shall the aggregate principal amount of Canadian Revolving Loans of any Lender outstanding at any time exceed its Canadian Revolving Loan Commitment then in effect and in no event shall the
aggregate principal amount of the Italian Revolving Loans of any Lender outstanding at any time exceed its Italian Revolving Loan Commitment then in effect. Each Lender's Offshore Revolving Loan
Commitment shall expire on the Revolving Loan Commitment Termination Date and all Offshore Revolving Loans and all other amounts owed hereunder with respect to the Offshore Revolving Loans and the
Offshore Revolving 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 Revolving Loans (and no Lender shall be obligated to
make Offshore Revolving Loans) if, immediately after giving effect to the making of such Offshore Revolving Loans: 



        (1)   the
Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments then in effect; 


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


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


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



        (5)   the
Total Utilization of the Canadian Revolving Loan Commitments would exceed the Canadian Revolving Loan Commitments then in effect; or 


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




        UK
Revolving Loans made on any Funding Date (other than UK Revolving 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 Revolving Loans made on any Funding Date (other than
(y) Australian 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 for the account of any Australian
Borrower, which shall be in the amount of such drawing so honored, or (z) Australian Revolving 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; Canadian Revolving Loans made on
any Funding Date (other than Canadian Revolving Loans made for the purpose of repaying the Canadian Overdraft Amount, which shall be in an amount equal to the Canadian Overdraft Amount) shall be in an
aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that 


49





 

amount;
and Italian Revolving Loans made on any Funding Date (other than Italian Revolving Loans made for the purpose of 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 Revolving 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 Revolving 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 Revolving 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 $20,000,000,
(2) the Australian Overdraft Amount shall not exceed at any time the Offshore Currency Equivalent of $30,000,000, (3) the Canadian Overdraft Amount shall not exceed at any time the
Offshore Currency Equivalent of $10,000,000 and (4) 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; 


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


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


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




50













  




        (5)   the
Total Utilization of Canadian Revolving Loan Commitments would exceed the Canadian Revolving Loan Commitments then in effect; or 


        (6)   the
Total Utilization of Italian Revolving Loan Commitments would exceed the Italian Revolving 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 Revolving 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 Offshore Borrower, the Administrative Agent and the Lenders, require each Revolving Lender (including such Offshore Overdraft Account Provider) on one Business Day's notice to make an
Offshore Revolving Loan in Dollars in an amount equal to that Lender's Pro Rata Share (determined with respect to such Type of Offshore Revolving Loan Commitments) of the relevant Offshore Overdraft
Amount (calculated in Dollars by reference to the applicable Exchange Rate on the date such Offshore Revolving Loan is to be made) or, in the event the relevant Type of Offshore Revolving 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 Revolving Loan is to be made);  provided,
however, that the obligation of each Revolving Lender to make each such Offshore Revolving 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 Revolving 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 Revolving 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 Revolving Loans shall be deemed made or such participations purchased, as the case may be. The proceeds
of such Offshore Revolving 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 Revolving 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 Revolving 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 Revolving Loan made in accordance with the foregoing shall 



51





 

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 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 Revolving 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 Revolving 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
Revolving 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 Revolving Loans or directly relating to the obligations of Lenders to purchase participations in the Offshore Overdraft
Amounts) without the written concurrence of the applicable Offshore Overdraft Account Providers. 



52





 





        E.    Notice of Borrowing.    



          (i)  Whenever
a Borrower desires that Lenders make Revolving Loans or Offshore Revolving 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 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 Revolving Loans to be made on any Funding Date shall be as set forth in subsection 2.1C; and  provided further that,
United Glass may not deliver a Notice of Borrowing requesting a UK Revolving Loan at any time a UK Overdraft Agreement is in
effect, O-I Canada may not deliver a Notice of Borrowing requesting a Canadian Revolving Loan at any time a Canadian Overdraft Agreement is in effect and Avir may not deliver a Notice of Borrowing
requesting an Italian Revolving 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 Revolving Loan if it shall have received a Loan Limitation Notice with respect to such Revolving Loan or Offshore Revolving Loan from Administrative Agent on or prior to
the first Business Day immediately preceding the proposed Funding Date for such Revolving Loan or Offshore Revolving Loan. Term Loans, Revolving Loans and Offshore Revolving 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)  Notwithstanding
the provisions of the foregoing 2.1E(i), no Tranche A Term Loan, Revolving Loan or Offshore Revolving Loan may be made as, or converted into, a
Eurodollar Rate Loan until the first Business Day after the Restatement Date, and until the thirtieth day after the Restatement Date, no such Loan may be made as, or converted into, a Eurodollar Rate
Loan with an Interest Period of more than one month. 


        (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. 


        (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). 



53





 




         (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
Revolving 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)   the
sum of the Total Utilization of UK Revolving Loan Commitments plus the Total Utilization of Australian Revolving Loan Commitments plus  the Total Utilization of Canadian Revolving Loan Commitments plus
the Total Utilization of Italian Revolving Loan Commitments shall exceed the Aggregate Offshore Sublimit;
 


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


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


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



        (6)   the
Total Utilization of Italian Revolving Loan Commitments shall exceed the Italian Revolving 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
Tranche A Term Loans, Tranche B Term Loans, Revolving Loans and Offshore Revolving Loans under this Agreement shall be made by Lenders simultaneously and
proportionately to their respective Pro Rata Shares of the Tranche A Term Loan Commitments, Tranche B Term Loan Commitments, Revolving Loan Commitments, Australian Revolving Loan Commitments, Canadian
Revolving Loan Commitments, Italian Revolving Loan Commitments or UK Revolving 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 other Lender's obligation to make a Term Loan, a Revolving Loan or an Offshore Revolving 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 Revolving 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 Revolving 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. On the Restatement Date, upon satisfaction or waiver of the conditions precedent specified in subsection 3.1, Administrative Agent shall apply the
proceeds of the Term Loans, together with up to $37,463,000 of Revolving Loans and $257,000,000 of Australian Revolving Loans to the Existing Lenders in consideration for the purchase from such
Existing Lenders of the Commitments and Loans under the Original Credit Agreement by the Lenders hereunder and to the payment of fees and expenses associated herewith. From and after the Restatement
Date, except as provided in 



54





 

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), subsection 2.4B(ii)(d) (with
respect to repayments of Term Loans out of the Acquisition Sublimit), subsection 2.4B(ii)(e) (with respect to the repayment of Term Loans out of the Existing Holdings Senior Notes Redemption Sublimit)
and in subsection 2.8D (with respect to the reimbursement of amounts drawn under Letters of Credit), the satisfaction or waiver of the conditions precedent specified in subsection 3.2, Administrative
Agent shall make the proceeds of Revolving Loans and Offshore Revolving Loans available to the Borrower requesting such Revolving Loans or Offshore Revolving Loans on such Funding Date by causing an
amount of Same Day Funds equal to the proceeds of all such Revolving Loans or Offshore Revolving 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 United Glass on such Funding Date by causing an amount of Same Day Funds equal to such proceeds to be credited to the account of United Glass 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. 




        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 



55





 




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 Tranche A Term Loan or Australian Revolving 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 Loan in accordance with this Agreement, make all other payments required by this Agreement to be made by
it in respect of such 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 Loan made by it to an Offshore Borrower,
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 Restatement 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 Restatement Date (or, if such notice is delivered after the Restatement Date, promptly after such Domestic Borrower's receipt of such notice) a promissory note or promissory notes
to evidence such Lender's Tranche B Term Loan and/or Revolving Loans to such Domestic Borrower, substantially in the form of Exhibit IV-B, or  Exhibit V hereto, respectively. If so requested by any Lender having Italian Revolving Loan Exposure by written notice to Avir (with a copy to
Administrative Agent and Borrower's Agent) at least two Business Days' prior to the Restatement Date or at any time thereafter, 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 Restatement Date (or, if such notice is delivered after the Restatement Date, promptly after
Avir's and Borrowers' Agent's receipt of such notice) a promissory note or promissory notes to evidence such Lender's Italian Revolving Loans, substantially in the form of  Exhibit VI. If so requested by
any Lender having Canadian Revolving Loan Exposure by written notice to O-I Canada (with a copy to Administrative Agent
and Borrower's Agent) at least two Business Days' prior to the Restatement Date or at any time thereafter, O-I Canada 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 Restatement Date (or, if such notice is delivered after the Restatement Date, promptly after O-I Canada's and
Borrowers' Agent's receipt of such notice) a promissory note or promissory notes to evidence such Lender's Canadian Revolving Loans, substantially in the form of Exhibit
VI. Australian Revolving Loans, other than Existing Australian Loans which are amended and restated as Australian Revolving Loans pursuant to subsection 2.1C, shall be issued
by the either or both of the Australian Offshore Borrowers to the Lenders as debentures in inscribed form. Such issue will 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 either or both of the Australian Offshore Borrowers for the purposes of issuing the debentures. In addition, the
Australian Offshore Borrower(s) making such issue shall execute and deliver to each Lender having an Australian Revolving Loan Exposure one or more Australian Revolving Loan Notes, substantially in
the form of Exhibit VI attached hereto, immediately after the making of such Australian Revolving Loans. 




        The
Existing Australian Loans that are purchased, assumed, amended and restated as Tranche A Term Loans and Australian Revolving Loans pursuant to subsections 2.1A(i) and 2.1C shall
continue as debentures in inscribed form, and the Administrative Agent will make such amendments to the 


56





 

Register
as are necessary to reflect such purchase, assumption, amendment and restatement. In addition, ACI will execute and deliver to each Lender with a Tranche A Term Loan Commitment a Tranche A
Term Loan Note substantially in the form of Exhibit IV-A attached hereto in relation to each such Tranche A Term Loan and to each Lender with an
Australian Revolving Loan Commitment an Australian Revolving Loan Note substantially in the form of Exhibit VI attached hereto in relation to each such
Australian Revolving Loan. 


        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 Tranche A Term Loan Notes and/or Australian Revolving Loan Notes to any Person who is an assignee of a Lender of such Type of Loan pursuant to subsection 10.2 hereof (or, in the
case of any Additional Offshore Borrower, as a condition of becoming an Australian Offshore Borrower, each Lender having an Australian Revolving Loan commitment to such Australian Offshore Borrower). 


        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 Revolving 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 Revolving 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 Revolving 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 


        (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 Revolving 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 (or, with Administrative Agent's consent, a one, two or three week 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; 



57





 




        (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 Tranche A Term Loan shall extend beyond the Tranche A Term Loan Maturity Date; 


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


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


      (viii)  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 Revolving Loans, (b) 15 Interest Periods outstanding at any time with respect to Australian Revolving Loans and Tranche A Term Loans,
(c) two Interest Periods outstanding at any time with respect to Canadian Revolving Loans, and (d) two Interest Periods outstanding at any time with respect to Italian Revolving Loans; 


        (ix)  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 


         (x)  with
respect to Interest Periods commencing on the Restatement Date only, Borrowers' Agent may elect Interest Periods equal to the unexpired duration of "Interest
Periods" then in effect under the Original 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 September 15,
2003, 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 and
subsection 2.1E(ii), 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 Revolving 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 


58





 

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 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 Administrative Agent believes in good faith to have been
given by a duly authorized officer or other person authorized to act on behalf of a 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 Administrative 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. 



        G.    Interest Act (Canada).    For purposes of disclosure pursuant to the  Interest Act (Canada), the
annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Loan
Documents (and stated herein or therein, as applicable, to be computed on the basis of a 360 day year or any other period of time less than a calendar year) are equivalent are the rates so determined
multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively. 


59







   
        H.    Canadian Interest Limitations.    If any provision of this Agreement or any other
Loan
Documents would obligate O-I Canada to make any payment of interest with respect to the Obligations of O-I Canada or other amount payable to any Lender in an amount or calculated at a rate which would
be prohibited by law or would result in a receipt by that Lender of interest with respect to the Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then,
notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so
prohibited by law or so result in a receipt by that Lender of interest with respect to the Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1)
first, by reducing the amount of rates or interest required to be paid to the affected Lender under this subsection 2.2H; and (2) thereafter, by reducing any fees, commissions, premiums and other
amounts required to be paid to the affected Lender which would constitute interest with respect to the Obligations for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the
foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code
(Canada), then O-I Canada shall be entitled, by notice in writing to the affected Lender, to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement,
such amount shall be deemed to be an amount payable by that Lender to O-I Canada. Any amount or rate of interest under the Obligations of O-I Canada referred to in this subsection 2.2H shall be
determined in accordance with generally accepted actuarial practices and principals at an effective annual rate of interest over the term that any Offshore Revolving Loan remains outstanding on the
assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if related to a specific period of time, be pro-rated over
that period of time and otherwise be pro-rated over the period from the Restatement Date to the termination of the Offshore Revolving Loan Commitment (with reference to the Obligations of O-I Canada)
and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination. 


        2.3    Fees    


        A.    Restatement Fee.    On the Restatement Date, Domestic Borrowers shall pay or cause to be
paid to Administrative Agent (for distribution to each Lender) a restatement fee based upon the Term Loan Commitments and/or the Revolving Loan Commitments of such Lender hereunder multiplied, in each
case, by a percentage agreed upon by Domestic Borrowers and the Arrangers. 



        B.    Facility Fees.    Domestic Borrowers shall pay or cause to be paid, to Administrative
Agent (for distribution to each Revolving 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
Restatement Date to and excluding the Revolving Loan Commitment Termination Date, equal to (i) 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, plus (ii) the daily average amount of
Revolving Loan Commitments reserved to the Acquisition Sublimit multiplied by a percentage equal to one-half of the Applicable Eurodollar Margin for
Revolving Loans plus (iii) at any time when the amount of Revolving Loan Commitments reserved to the Existing Holdings Senior Notes Redemption Sublimit exceeds $75,000,000, the daily average amount of
Revolving Loan Commitments reserved to the Existing Holdings Senior Notes Redemption Sublimit multiplied by a percentage equal to one-half of the
Applicable Eurodollar Margin for Revolving Loans, 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 Restatement Date, and on the Revolving Loan Commitment Termination Date. 


60





 



        C.    Other Fees.    Domestic Borrowers agree to pay or cause to be paid 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    Repayment and Prepayments; Reductions in Commitments    


        A.    Scheduled Payments of Term Loans.    



        (i)    Scheduled Payments of Tranche A Term Loans.    ACI shall make principal payments on the Tranche A Term Loans in
installments on the dates and in the amounts set forth below: 



	Date
 
	 	Scheduled Repayment—Tranche A Term Loans

	April 1, 2005	 	$	25,000,000
	October 1, 2005	 	$	25,000,000
	April 1, 2006	 	$	55,000,000
	October 1, 2006	 	$	55,000,000
	April 1, 2007	 	$	300,000,000
	Total:	 	$	460,000,000






;
provided that the scheduled installments of principal of the Tranche A Term Loans set forth above shall be reduced in connection with any voluntary or
mandatory prepayments of the Tranche A Term Loans in accordance with subsection 2.4B(iii); and provided, further  that the Tranche A Term Loans and all
other amounts owed hereunder with respect to the Trance A Term Loans shall be paid in full no later than April 1, 2007, and the final
installment payable by ACI in respect of the Tranche A Term Loans on such date shall be in an amount, if such amount is different from that specified above, sufficient to repay all amounts owing by
ACI under this Agreement with respect to the Tranche A Term Loans. 


        (ii)    Scheduled Payments of Tranche B Term Loans.    Owens-Brockway shall make principal payments on the Tranche B
Term Loans on the dates and in the amounts set forth below: 



	Date
 
	 	Scheduled Repayment—Tranche B Term Loans

	October 1, 2007	 	$	35,000,000
	April 1, 2008	 	$	805,000,000
	Total:	 	$	840,000,000






;
provided that the scheduled installments of principal of the Tranche B Term Loans set forth above shall be reduced in connection with any voluntary or
mandatory prepayments of the Tranche B Term Loans in accordance with subsection 2.4B(iii); and provided, further that the Tranche B Term Loans and all other amounts owed hereunder with respect to the
Trance B Term Loans shall be paid in full no later than April 1, 2008, and the final installment payable by Owens-Brockway in respect of the Tranche B Term Loans on such date shall be in an amount, if
such amount is different from that specified above, sufficient to repay all amounts owing by Owens-Brockway under this Agreement with respect to the Tranche B Term Loans. 




        B.    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 



61





 

Loan,
Revolving Loan or Offshore Revolving 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, subject to subsection 2.4B(iii), the Revolving Loan Commitments shall be permanently reduced in the amount and under the circumstances set forth below: 



        (a)    Prepayments from Net Asset Sale Proceeds.    (i) No later than the third Business Day after the date of receipt
by Company or any of its Subsidiaries that are Loan Parties (including Borrowers) of any Net Asset Sale Proceeds in respect of any Triggering Asset Sale by Company or any of its Subsidiaries that are
Loan Parties (including Borrowers), the Borrowers shall prepay the Term Loans in an amount equal to 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 (ii) 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 of America without (in the reasonable judgment of Company) resulting in a material tax or
other liability to Company or its Subsidiaries, such Net Asset Sale Proceeds shall be applied pursuant to clause (i), above. 


        (b)    Prepayments from Excess Cash Flow.    If there shall be Consolidated Excess Cash Flow for any Fiscal Year
(commencing with the Fiscal Year ending on December 31, 2004) and the Consolidated Leverage Ratio as of the end of such Fiscal Year is greater than 3.50:1, Borrowers shall, no later than ninety (90)
days after the last day of such Fiscal Year, prepay the Term Loans in an amount equal to 50% of such Consolidated Excess Cash Flow. 


        (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 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 5.4, (i) the Borrowers shall prepay the Term Loans in an amount equal to 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 outstanding amount of the Term Loans, and
(ii) the Revolving Loan Commitment shall be permanently reduced by an amount equal to the 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: 



        (A)  the
Borrowers shall prepay the Term Loans in an amount equal to the Applicable Percentage of such Net Equity Securities Proceeds; or 





62





 



        (B)  at
the written election of Borrowers' Agent delivered to Administrative Agent not later than the third Business Day after receipt of such Net Equity Securities Proceeds,
the Borrowers may deposit up to an amount equal to the Applicable Percentage of such Net Equity Securities Proceeds into the O-I Grantor Collateral Account established with OI Grantor Collateral Agent
pursuant to Section 12 of the Security Agreement (such amounts so deposited being referred to herein as the "Acquisition Collateral Account"), with
amounts therein to be used thereafter solely to finance a Permitted Acquisition consummated within 180-days of such deposit. To the extent that any amounts deposited in the Acquisition Collateral
Account are not utilized to finance a Permitted Acquisition during the 180-day period immediately following their deposit under the preceding sentence, then immediately upon the expiration of such
180-day period or such earlier period as elected by the Borrower's Agent, amounts held in such Acquisition Collateral Account shall be released to prepay Term Loans in accordance with clause (A),
above; or 


        (C)  at
the written election of Borrowers' Agent delivered to Administrative Agent not later than the third Business Day after receipt of such Net Equity Securities Proceeds,
an amount equal to the lesser of (i) the Applicable Percentage of such Net Equity Securities Proceeds and (ii) the aggregate Revolving Loan Commitments may be reserved within the Revolving Loan
Commitments as a subfacility thereunder (the "Acquisition Sublimit") (with any excess to be applied pursuant to clause (A) or (B), above). The portion
of the Revolving Loan Commitments reserved to the Acquisition Sublimit under the preceding sentence may be used solely to finance a Permitted Acquisition consummated within 180-days of such
reservation. If, after giving effect to such reservation, the Total Utilization of the Revolving Loan Commitments exceeds the amount of the Revolving Loan Commitments, 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. To the extent
that any amounts reserved to the Acquisition Sublimit hereunder are not utilized to finance a Permitted Acquisition consummated within 180-days of such reservation under the preceding sentence, then
immediately upon the expiration of such 180-day period or such earlier period as elected by Borrower's Agent, Borrowers shall prepay Term Loans in accordance with clause (A) above in an amount equal
to the amount reserved within the Acquisition Sublimit not so utilized; provided, that, unless the
Borrowers' Agent shall have notified Administrative Agent prior to 11:00 a.m. (New York time) on the Business Day immediately prior to the expiration of such 180-day period that the Borrowers intend
to make such prepayment of the Term Loans with funds other than the proceeds of Revolving Loans, each of the Domestic Borrowers shall be deemed to have given a Notice of Borrowing to Administrative
Agent requesting Lenders to make Revolving Loans to the Domestic Borrowers which are Base Rate Loans, on the date on which such 180-day period expires, in an amount equal to fifty percent (50%) times
the lesser of the amount of Term Loans required to be prepaid pursuant to this clause (C), and (ii) the aggregate amount of Term Loans outstanding, and, subject to satisfaction or waiver of the
conditions specified in subsection 3.2, Lenders shall, on the date of prepayment of the Term Loans is required by this clause (C), make Revolving Loans to such Borrowers which are Base Rate Loans in
such amount as aforesaid, the proceeds of which shall be applied directly by Administrative Agent to prepay Term Loans as required by this clause (C);  provided, further, that, if, as of the date such
Revolving Loans are to be made, the Revolving Loan Commitments have terminated due to an Event of Default or the conditions specified in subsection 3.2 have not been satisfied or waived, each Lender
with Revolving Loan Exposure shall purchase its Pro Rata Share (determined with respect to Revolving Loans) of participations in the Term 





63





 






Loans
in an aggregate amount equal to that portion of the Acquisition Sublimit that bears the same ratio to the total Acquisition Sublimit as the outstanding Term Loans bear to an amount equal to the
sum of all Loans then outstanding plus the total Acquisition Sublimit (with such participation allocated ratably among the outstanding Tranche A Term Loans, Tranche B Term Loans and Additional Term
Loans (if any)), with payment for such participations to 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 by Administrative Agent. Each Lender's obligation to purchase participations pursuant to this clause (C) and, so long as
the Revolving Loan Commitments are in effect and subject to the satisfaction or waiver of the conditions set forth in subsection 3.2, to make Revolving Loans pursuant to this clause (C), 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 having Revolving Loan Exposure; or (v) any other
circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. 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 clause (C) or the amount of any
participations in the Term Loans which are required to be purchased from Administrative Agent by such Lender pursuant to this clause (C), 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.
Upon, and to the extent of, any prepayment of the Term Loans pursuant to this clause (C), the Revolving Loan Commitments shall no longer be restricted by the Acquisition Sublimit. 




        (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): 




        (1)   (i)
the Borrowers shall prepay the Term Loans in an amount equal to such Net Debt Securities Proceeds and (ii) the Revolving Loan Commitments shall be permanently
reduced by an amount equal to the positive difference between the Net Debt Securities Proceeds and the amounts thereof applied to the Term Loans under clause (i) of this subsection; or 


        (2)   at
the written election of Borrowers' Agent delivered to Administrative Agent not later than the third Business Day after receipt of such Net Debt Securities Proceeds,
so long as the Reservation Conditions are satisfied (and Borrower's Agent has delivered an Officers' Certificate to such effect), the Borrowers may deposit all or any portion of such Net Debt
Securities Proceeds into the OI Grantor Collateral Account established with Collateral Agent pursuant to Section 12 of the Security Agreement (such amounts so deposited being referred to herein as the
"Existing Holdings Senior Notes Redemption Collateral Account"), with amounts therein to be used thereafter solely to redeem, repurchase or otherwise
repay Existing Holdings Senior Notes due 2005, and, so long as the outstanding principal amount of the 






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Existing
Holdings Senior Notes due 2005 is $75,000,000 or less, to redeem, repay or otherwise repurchase Existing Holdings Senior Notes due 2007. To the extent amounts deposited in the Existing
Holdings Senior Notes Redemption Collateral Account plus any amounts then reserved to the Existing Holdings Senior Notes Redemption Sublimit at any time exceed the aggregate outstanding principal
amount of the Existing Holdings Senior Notes due 2005 and 2007 by more than 10%, or at any time at the election of the Borrowers' Agent, the amount of such excess (or any amount in the case of a
Borrowers' Agent election) shall be released to prepay Term Loans and/or reduce Revolving Loan Commitments in accordance with clause (1), above (except to the extent such payment is made pursuant to
clause (3), below); or 


        (3)   at
the written election of Borrowers' Agent delivered to Administrative Agent not later than the third Business Day after receipt of such Net Debt Securities Proceeds,
so long as the Reservation Conditions are satisfied (and Borrowers' Agent has delivered an Officers' Certificate to such effect), an amount equal to the result of the following calculation may be
reserved within the Revolving Loan Commitments to each Domestic Borrower as a subfacility thereunder (the "Existing Holdings Senior Notes Redemption
Sublimit"): the lesser of (i) such Net Debt Securities Proceeds and (ii) the aggregate Revolving Loan Commitments (with any excess to be applied pursuant to clause (1) or (2),
above). Except as set forth below, the portion of the Revolving Loan Commitments reserved to the Existing Holdings Senior Notes Redemption Sublimit under the preceding sentence may be used solely to
redeem, repurchase or otherwise repay Existing Holdings Senior Notes due 2005, and, so long as the outstanding principal amount of the Existing Holdings Senior Notes due 2005 is $75,000,000 or less,
to redeem, repay or otherwise repurchase Existing Holdings Senior Notes due 2007. If, after giving effect to such reservation, the Total Utilization of the Revolving Loan Commitments exceeds the
amount of the Revolving Loan Commitments, 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. To the extent amounts reserved in the Existing Holdings Senior Notes Redemption Sublimit plus any amount then deposited in the Existing Holdings
Senior Notes Redemption Collateral Account at any time exceed the aggregate outstanding principal amount of the Existing Holdings Senior Notes due 2005 and 2007 by more than 10%, or at any time at the
election of the Borrowers' Agent, Borrowers shall notify Administrative Agent thereof and prepay Term Loans and/or the Revolving Loan Commitments shall be reduced in accordance with clause (1) above
in an amount equal to such excess (or any amount in the case of a Borrowers' Agent election) except to the extent such payment is made pursuant to clause (2) above;  provided, that, unless the Borrowers' Agent shall have notified Administrative Agent by 11:00 a.m. (New
York time) on the Business Day immediately following Borrowers' delivery of notice to Administrative Agent of such excess that Borrowers intend to make such repayment of the Term Loans with funds
other than the proceeds of Revolving Loans, the Domestic Borrowers shall be deemed to have given a Notice of Borrowing to Administrative Agent requesting Lenders to make Revolving Loans to the
Borrowers which are Base Rate Loans, on the date, in an amount equal to the lesser of (i) the amount of Term Loans required to be prepaid pursuant to this clause (3), and (ii) the aggregate amount of
Term Loans outstanding, and, subject to satisfaction or waiver of the conditions specified in subsection 3.2, Lenders shall, on the date prepayment of the Term Loans is required by this clause (3),
make Revolving Loans to such Borrowers which are Base Rate Loans in such amount as aforesaid, the 






65





 







proceeds
of which shall be applied directly by Administrative Agent to prepay Term Loans as required by this clause (3); provided,  further, that, if, as of the date such Revolving Loans are to be made, the Revolving Loan Commitments
have terminated due to an Event of Default or the conditions specified in subsection 3.2 have not been satisfied or waived, each Lender with Revolving Loan Exposure shall purchase its Pro Rata Share
(determined with respect to Revolving Loans) of participations in the Term Loans in an aggregate amount equal to that portion of the Existing Holdings Senior Notes Redemption Sublimit that bears the
same ratio to the total Existing Holdings Senior Notes Redemption Sublimit as the outstanding Term Loans bear to an amount equal to the sum of all Loans then outstanding plus the total Existing
Holdings Senior Notes Redemption Sublimit (with such participation allocated ratably among the outstanding Tranche A Term Loans, Tranche B Term Loans and Additional Term Loans (if any)), with payment
for such participations to 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 by Administrative Agent. Each Lender's obligation to purchase participations pursuant to this clause (3) and, so long as the Revolving Loan Commitments
are in effect and subject to the satisfaction or waiver of the conditions set forth in subsection 3.2, to make Revolving Loans pursuant to this clause (3), 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 having Revolving Loan Exposure; or (v) any other circumstance,
happening, or event whatsoever, whether or not similar to any of the foregoing. 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 clause (3) or the amount of any participations in the Term Loans which are required to be purchased from Administrative Agent by such Lender
pursuant to this clause (3), 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. Upon, but only to the extent of, any prepayment of the Term Loans pursuant to this clause (3), the Revolving
Loan Commitments shall no longer be restricted by the Existing Holdings Senior Notes Redemption Sublimit. 






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        (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: (A) the Borrowers shall prepay the Term Loans in an amount equal to the lesser of (x) the portion of the Net Debt Securities 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 Commitments shall be permanently reduced by an
amount equal to the positive difference between the Net Debt Securities 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). 


        (g)    Prepayments due to Excess Total Utilization.    Domestic Borrowers shall make such prepayments of Revolving
Loans (and cause the relevant Offshore Borrowers in the case of Offshore Revolving Loans, to make) prepayments of the Revolving Loans, and Offshore Revolving Loans to the extent necessary so that the
Total Utilization of Revolving Loan Commitments at any time does not exceed the Revolving Loan Commitments then in effect. United Glass shall make prepayments of the UK Revolving Loans to the extent
necessary so that the Total Utilization of UK Revolving Loan Commitments does not exceed the Offshore Sublimit then in effect for United Glass. The Australian Offshore Borrowers shall make prepayments
of the Australian Revolving Loans to the extent necessary so that the Total Utilization of Australian Revolving Loan Commitments does not exceed the Offshore Sublimit then in effect for the Australian
Offshore Borrowers. Avir shall make prepayments of the Italian Revolving Loans to the extent necessary so that the Total Utilization of Italian Revolving Loan Commitments does not exceed the Offshore
Sublimit then in effect for Avir. O-I Canada shall make prepayments of the Canadian Revolving Loans to the extent necessary so that the Total Utilization of Canadian Revolving Loan Commitments does
not exceed the Offshore Sublimit then in effect for O-I Canada. 


        (h)    Officer's Certificate.    Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan
Commitments pursuant to subsections 2.4B(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, Consolidated Excess Cash Flow, 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 Holdings Senior Notes
Redemption Sublimit and/or Acquisition Sublimit may 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 2.4B(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 first to repay outstanding Revolving Loans to the full extent thereof,  second to repay outstanding Term Loans ratably, in
accordance with their respective outstanding principal balances to the 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, 



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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 Revolving Loans. Any
mandatory prepayment pursuant to subsections 2.4B(ii)(a)-(f) shall be applied as set forth in such subsections; provided that mandatory prepayments of
the Term Loans shall be made ratably among the Tranche A Term Loans, Tranche B Term Loans and Additional Term Loans (if any) in accordance with their respective outstanding principal amounts at the
time of payment, and shall reduce the scheduled installments of principal of the Term Loans set forth in subsection 2.4B pro rata to all remaining installments (except for mandatory prepayments of
Term Loans under subsection 2.4B(ii)(b), which shall be applied to all such installments in forward order of maturity); provided further, if at the time
of such mandatory prepayment, the Term Loans have been repaid in full and (to the extent such prepayment is required to be applied to the Revolving Loan Commitments) the amount of such prepayment
exceeds the sum of the Revolving Loan Commitments then in effect the amount by which such prepayment exceeds such amount 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 Revolving 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 Term Loans and Offshore Revolving 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. 




        C.    Manner and Time of Payment.    Except as provided in the immediately succeeding sentence
with respect to UK Revolving 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 Revolving 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. 


        D.    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 


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apportioned
ratably among Lenders with Revolving Loan Commitments, 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 Revolving Loans shall be apportioned among the Offshore Revolving Loans to which such payments relate, in each case proportionally to
the relevant Lenders' respective Pro Rata Shares. Subject to the provisions of subsection 2.4C 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 Revolving 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 2.4D, (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, its participation in an Offshore Overdraft Amount as required under subsection 2.1D or its participation in the Term Loans pursuant to
subsection 2.4B(ii)(d) or 2.4B(ii)(e) (such Lender being a "Defaulting Participating Lender"), all amounts which would otherwise be payable or allocable
to such Defaulting Participating Lender under this subsection 2.4D 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) 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), or to the Lenders having Term
Loan Exposure (in the case of a failure to fund a purchase of a participation in the Term Loans pursuant to subsection 2.4B(ii)(d) or 2.4B(ii)(e) (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 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. 


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        E.    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. 


        F.    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. 



        G.    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 Revolving Loan Commitments in an amount up to the amount by which the UK Revolving Loan Commitments exceed the Total Utilization of UK Revolving 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 Revolving Loan Commitments in an amount up to the amount
by which the Australian Revolving Loan Commitments exceed the Total Utilization of Australian Revolving 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 Canadian Revolving Loan Commitments in an amount up to the amount by which the Canadian Revolving Loan Commitments exceed the Total Utilization
of the Canadian Revolving Loan Commitments at the time of such proposed termination or reduction, (v) to terminate in whole or reduce in part, without premium or penalty, the Italian Revolving Loan
Commitments in an amount up to the amount by which the Italian Revolving Loan Commitments exceed the Total Utilization of Italian Revolving Loan Commitments at the time of such proposed termination or
reduction, and (vi) prior to the Restatement Date, to
terminate in whole or permanently reduce in part, without premium or penalty, the Term Loan Commitments. 


        Borrowers'
Agent 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 Revolving Loan Commitments, the Revolving Loan Commitments or the Term Loan Commitments shall be
effective on the date specified in the notice delivered by Borrowers' Agent and shall reduce the applicable Offshore Revolving 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, the Term Loan Commitments or the Offshore Revolving
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. 


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        2.5    Use of Proceeds    


        A.    Term Loans, Initial Revolving Loans and Initial Offshore Revolving Loans.    Funds
advanced by the Lenders on the Restatement Date shall be applied (i) to purchase on the Restatement Date the outstanding Revolving Loan Commitments, Revolving Loans, Separated Funded Loans and
Existing Australian Loans under the Original Credit Agreement and (ii) to pay related fees and expenses hereunder, which Loans and Commitments as of the Restatement Date shall be amended and restated
as Commitments, Revolving Loans, Australian Revolving Loans, and Term Loans hereunder as described herein. 


        B.    Other Revolving Loans and Offshore Revolving Loans; Additional Term 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 and dividends to Company and its Subsidiaries for their own
general corporate purposes, the redemption, repayment or repurchase of the Existing Holdings Senior Notes maturing in 2004 (or the making of Restricted Junior Payments to Holdings for the purpose of
doing so) at any time and the making of other Restricted Junior Payments permitted by subsection 6.5, except that the proceeds of any Revolving Loans made under the Existing Holdings Senior Notes
Redemption Sublimit may be used solely to redeem, repay or otherwise repurchase the Existing Holdings Senior Notes maturing in 2005 or 2007 to the extent not prohibited under subsection 6.12B or to
repay Loans as described in subsection 2.4B(ii)(e), and the proceeds of any Revolving Loans made under any Acquisition Sublimit may be used solely to finance a Permitted Acquisition or pay Loans. In
addition, the proceeds of Revolving Loans (other than any such Loans made under the Existing Holdings Senior Notes Redemption Sublimit) may only be used to redeem, repay or otherwise repurchase (A)
Existing Holdings Senior Notes maturing in 2005 (or make Restricted Junior Payments to Holdings for the purpose of doing same), whether at maturity or otherwise, if after giving effect to the making
of such Revolving Loans and the application of the proceeds thereof, the Revolving Loan Commitments then in effect would exceed the Total Utilization of Revolving Loan Commitments by at least
$250,000,000 and the Consolidated Senior Secured Leverage Ratio is less than 2.85:1.00, or (B) Existing Holdings Senior Notes maturing in 2007 (or make Restricted Junior Payments to Holdings for the
purpose of doing same), whether at maturity or otherwise, if (i) the outstanding principal balance of the Existing Holdings Senior Notes maturing in 2005 is $75,000,000 or less and (ii) after giving
effect to the making of such Revolving Loans and the application of the proceeds thereof, the Revolving Loan Commitments then in effect would exceed the Total Utilization of Revolving Loan Commitments
by at least $250,000,000 and the Consolidated Senior Secured Leverage Ratio is less than 2.85:1.00. Except as permitted by the previous sentence, amounts in the Existing Holdings Senior Notes
Redemption Sublimit or any Acquisition Sublimit may not be reborrowed. The proceeds of any Offshore Revolving Loans to any Offshore Borrower (other than the Australian Revolving 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. The proceeds of any Additional Term Loans may
be used for any purpose permitted by this Agreement; provided, that, the proceeds of any Additional Term Loans may only be used to redeem, repay or
otherwise repurchase the Existing Holdings Senior Notes maturing in 2005 or 2007 if, after giving effect to the making of such Loans and the application of the proceeds thereof, the Senior Secured
Leverage Ratio is less than 2.85:1.00. 


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        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; 




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 


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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 Revolving 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 Revolving 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 Revolving
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 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 



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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," 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 United Glass under the Loan Documents) shall endeavor to designate a UK Lending Office for the making of its UK Revolving 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 Revolving 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 


74





 



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 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 Restatement 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 


75





 



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 (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 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; 




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 


76





 

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 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; 



        (b)   such
Borrower shall pay any such 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 




77





 





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 the Tranche A Term Loans and Australian Offshore Revolving 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; 




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



	(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. 



78







  



        (iv)    Tax Certificates.    (1) Each Lender that is organized under the laws of any jurisdiction other than the
United States of America or any state or other political subdivision thereof shall deliver to Administrative Agent for transmission to Domestic Borrowers, on or prior to the Restatement 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 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 United Glass 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 United Glass, properly completed and duly executed by such Lender, to enable United Glass, to the extent permitted by applicable law, to be able to pay interest on the
UK Revolving 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, to
demonstrate that the requirements of section 128F of the Income Tax Assessment Act of 1936 (Commonwealth of Australia) were satisfied in relation to the respective issues of Existing Australian Loans
and the Existing Australian Loan Notes under the Original Credit Agreement and the Tranche A Term Loans, the Australian Revolving Loans, the Tranche A Loan Notes and the Australian Revolving Loan
Notes under this Agreement so that payment of interest under each of the above-mentioned Loans will be exempt from withholding tax under the Act. Non-compliance by either Arranger with this paragraph
shall not relieve the Australian Offshore Borrowers of their obligations under subsections 2.7C(i) or (ii). 




        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 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. 


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        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 Avir, United Glass or
O-I Canada; provided, however, Borrowers' Agent may request that a Letter of Credit be issued for the
account of a Domestic Borrower which will support an obligation of any such 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 Restatement 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, the Total Utilization of Revolving Loan Commitments would exceed the Revolving Loan Commitments 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 Revolving Loan Commitments would exceed the UK Revolving Loan Commitments then in effect; (ii) the Total Utilization of Australian Revolving Loan Commitments would exceed the
Australian Revolving Loan Commitments then in effect; (iii) the Total Utilization of Canadian Revolving Loan Commitments would exceed the Canadian Revolving Commitments then in effect or (iv) the
Total Utilization of Italian Revolving Loan Commitments would exceed the Italian Revolving Loan Commitments then in effect; or (C) the sum of
the Total Utilization of UK Revolving Loan Commitments, plus the Total Utilization of Italian Revolving Loan Commitments  plus the Total Utilization of
Australian Revolving Loan Commitments plus the Total Utilization of the
Canadian Revolving 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 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; 



80





 




        (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 $300,000,000. 




        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, ACI and Lenders agree that any Letter of Credit issued by any Issuing Lender as a "Letter of Credit" (as defined in the Original Credit Agreement) pursuant to the
Original Credit Agreement and outstanding as of the Restatement Date (each such letter of credit being referred to herein as an "Existing Letter of
Credit") shall for all purposes of this Agreement be a Letter of Credit outstanding under this Agreement as of the Restatement Date for the joint and several account of
Domestic Borrowers (in the case of any Existing Letter of Credit issued for the account of either Domestic Borrower) or ACI (in the case of any Existing Letter of Credit issued for the account of ACI)
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 Restatement Date. All
Existing Letters of Credit as of the date hereof are described in Schedule D 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; 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 


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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)  Borrowers'
Agent may request any Revolving Lender to issue a Letter of Credit and, upon receipt by such 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 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 request any other Revolving 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)-(v) 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 Revolving 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 and 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 and 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 


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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 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 Revolving 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 Revolving 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 Revolving 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 in Dollars, 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 either the currency in which such Letter of Credit is denominated or 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 Revolving Lender of such unreimbursed amount and of such Lender's respective participation therein pursuant to this subsection 2.8E. Each such 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 Revolving
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 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 


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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. Notwithstanding subsection 2.8D, any reimbursements by Borrowers of amounts drawn on any Letter of Credit after participations in such
unreimbursed drawing have been purchased by Lenders under this subsection 2.8E shall be made in Dollars. 


        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 Revolving 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 Revolving 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 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 Revolving Lender 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 


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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 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 


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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 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 


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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. 



        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; Cross Guaranty—Domestic Borrowers.    The
liabilities relating to the Revolving Loans and the Revolving Loan Commitments shall be the joint and several Obligations of each Domestic Borrower. The liability of Owens-Brockway with respect to the
Tranche B Term Loans shall be guaranteed by O-I Plastic under the Domestic Borrowers' Guaranty. 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 the other Domestic Borrower, that Domestic Funding Borrower shall be entitled to a contribution from the other Domestic Borrower 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 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 Borrower 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 its Obligations. 


        C.    Joint and Several Liability—Australian Offshore Borrowers.    All
liabilities and obligations in respect of and relating to the Australian Revolving Loans shall be the joint and several Obligations of each Australian Offshore Borrower. The liability of ACI with
respect to the Tranche A Term Loan shall be guaranteed by O-I Australia under an Offshore Guaranty. 


        D.    Contribution—Australian Offshore Borrowers.    In order to provide for just
and equitable contribution among the Australian Offshore Borrowers in Australia if any payment is made by an Australian Offshore Borrower from Australia (an "Offshore Funding
Australian Borrower") in 


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discharging
any of the Obligations of another Australian Offshore Borrower, that Offshore Funding Australian Borrower shall be entitled to a contribution from the such Australian Offshore Borrower for
all payments, damages and expenses incurred by that Offshore Funding Australian Borrower in discharging Obligations on behalf of such other Australian Offshore Borrower, in the manner and to the
extent required to allocate liabilities in an equitable manner among the Australian Offshore Borrowers by the relative benefits received by such Australian Offshore Borrowers. If and to the extent
that an Offshore Funding Australian Borrower makes any payment to any Lender or any other Person in respect of the Obligations, any claim which said Offshore Funding Australian Borrower may have
against the other Australian 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 Australian Offshore Borrowers 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 Australian 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
Agent and each Lender may deal with O-I General alone with the same effect as if such Agent or such Lender had dealt with each Borrower separately and individually. 



        2.10    Collection Allocation Mechanism    


        A.    Implementation of Collection Allocation Mechanism.    On the CAM Exchange Date, (i) the
Commitments shall terminate as provided in Section 7, (ii) all Loans denominated in an Offshore Currency shall be converted into, and all such amounts due thereunder shall accrue and be payable in,
Dollars at the applicable Exchange Rates on such date, and on and after such date the interest rate applicable to all such Loans shall be the rate applicable to overdue Loans of the relevant type that
are Base Rate Loans hereunder, (iii) the Lenders shall automatically and without further action (and without regard to the provisions of subsection 10.2) be deemed to have exchanged interests in the
Loans (and as more particularly described in clauses (iv) and (v) of this subclause (A), in Domestic Overdraft Amounts, Offshore Overdraft Amounts and Letters of Credit, respectively) such that in
lieu 


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of
the interest of each Lender in each Loan (and such other Obligations) in which it shall participate as of such date (including such Lender's interest in the Specified Obligations of each Loan Party
in respect of each such Loan and other Obligations), such Lender shall hold an interest in every one of the Loans, the Domestic Overdraft Amounts, the Offshore Overdraft Amounts and the Letters of
Credit (including the Specified Obligations of each Loan Party in respect of each such Loans, the Domestic Overdraft Amounts, the Offshore Overdraft Amounts, and the Letters of Credit), whether or not
such Lender shall previously have participated therein, equal to such Lender's CAM Percentage thereof, (iv) the Lenders shall automatically and without further action (and without regard to the
provisions of subsection 10.2 be deemed to have exchanged interests in the Domestic Overdraft Amount and, if any such participations shall be then outstanding, in participations in amounts due with
respect to the Domestic Overdraft Amount previously purchased pursuant to subsection 2.1B, such that in lieu of the interest of each Lender in each Domestic Overdraft Amount in which it shall
participate as of such date (including such Lender's interest in the Specified Obligations of each Loan Party in respect of each such Domestic Overdraft Amount), such Lender shall hold an interest in
every one of the Domestic Overdraft Amounts (including the Specified Obligations of each Loan Party in respect of each such Domestic Overdraft Amount), whether or not such Lender shall previously have
participated therein, equal to such Lender's CAM Percentage thereof, (v) all Offshore Overdraft Amounts denominated in an Offshore Currency shall be converted into, and all such amounts due thereunder
shall accrue and be payable in, Dollars at the applicable Exchange Rates on such date, and on and after such date the interest rate applicable to all such Offshore Overdraft Amounts shall be the rate
applicable to overdue Offshore Overdraft Amounts of such type that are Base Rate Loans hereunder, and the Lenders shall automatically and without further action (and without regard to the provisions
of subsection 10.2) be deemed to have exchanged interests in the converted Offshore Overdraft Amount and, if any such participations shall be then outstanding, in participations in amounts due with
respect to the converted Offshore Overdraft Amount previously purchased pursuant to subsection 2.1D, such that in lieu of the interest of each Lender in each Offshore Overdraft Amount in which it
shall participate as of such date (including such Lender's interest in the Specified Obligations of each Loan Party in respect of each such Offshore Overdraft Amount), such Lender shall hold an
interest in every one of the Offshore Overdraft Amounts (including the Specified Obligations of each Loan Party in respect of each such Offshore Overdraft Amount), whether or not such Lender shall
previously have participated therein, equal to such Lender's CAM Percentage thereof. 



        B.    Binding Nature of Collection Allocation Mechanism.    Each Lender hereby consents and
agrees (and each Borrower hereby consents) to the CAM Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any Person that acquires a
participation in its interests in any Loan. Each Borrower agrees from time to time to execute and deliver to the Administrative Agent all participation certificates and other instruments and documents
as the Administrative Agent shall reasonably request to evidence and confirm the respective interests of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any
promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of new promissory notes evidencing its interests in the Specified
Obligations with respect to the Loans; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the
validity or effectiveness of the CAM Exchange. 


        C.    Payments Subsequent to CAM Exchange Date.    As a result of the CAM Exchange, upon and
after the CAM Exchange Date, each payment received by the Administrative Agent or Collateral Agent pursuant to any Loan Document in respect of the Specified Obligations, and each distribution made by
the Collateral Agent pursuant to any Collateral Documents in respect of the Specified Obligations, shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any
direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set- 


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off,
in respect of a Specified Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith. 


        D.    Letters of Credit.    



          (i)  In
the event that on the CAM Exchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall
not have been reimbursed by the applicable Borrower or with the proceeds of a Revolving Loan, each Lender with Revolving Loan Exposure shall promptly pay over to the Administrative Agent, in
immediately available funds, an amount in Dollars equal to such Lender's Pro Rata Share of such Letter of Credit's undrawn face amount or (to the extent it has not already done so) such Letter of
Credit's unreimbursed drawing (in each case, based on the Dollar amount thereof, in the case of any Letters of Credit issued to Offshore Borrowers), together with interest thereon from the CAM
Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to a Base Rate Revolving Loan in a principal amount equal to
such amount, as the case may be. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an "LC Reserve Account")
for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The Administrative Agent shall deposit in each Lender's L/C Reserve Account such Lender's CAM
Percentage of the amounts received from the Lenders with Revolving Loan Exposure as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the
amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in clauses (ii), (iii), (iv) and (v) below. The Administrative Agent shall maintain
records enabling it to determine the amounts paid over to it and
deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender's CAM Percentage. The amounts held
in each Lender's LC Reserve Account shall be held as a reserve against the Letter of Credit Usage, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or
against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of
Credit shall arise only at such times as drawings are made thereunder, as provided in subsection 2.8. 



         (ii)  In
the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the Administrative Agent shall, at the request of the
applicable Issuing Lender, withdraw from the LC Reserve Account of each Lender any amounts, up to the amount of such Lender's CAM Percentage of such drawing, deposited in respect of such Letter of
Credit and remaining on deposit and deliver such amounts to such Issuing Lender in satisfaction of the reimbursement obligations of such Revolving Lender under subsections 2.8D and 2.8E (but not of
the applicable Borrower under subsection 2.8D). In the event any Revolving Lender shall default on its obligation to pay over any amount to the Administrative Agent in respect of any Letter of Credit
as provided in this subsection 2.10D, the applicable Issuing Bank shall, in the event of a drawing thereunder, have a claim against such Revolving Lender to the same extent as if such Lender had
defaulted on its obligations under subsections 2.8D and 2.8E; but shall have no claim against any other Lender in respect of such defaulted amount, notwithstanding the exchange of interests in the
reimbursement obligations pursuant to subsection 2.10. Each other Lender shall have a claim against such defaulting Revolving Lender for any damages sustained by it as a result of such default,
including, in the event such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount. 


        (iii)  In
the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the Administrative Agent shall withdraw from the LC Reserve Account of each
Lender the amount remaining on deposit therein in respect of such Letter of Credit and distribute such amount to such Lender. 



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        (iv)  With
the prior written approval of the Administrative Agent and each Issuing Lender with an outstanding Letter of Credit, any Lender may withdraw the amount held in its
LC Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Lender making such a withdrawal shall be unconditionally obligated, in the event there shall subsequently be a drawing
under such Letter of Credit, to pay over to the Administrative Agent in Dollars, for the account of the applicable Issuing Lender on demand, its CAM Percentage of such drawing. 


         (v)  Pending
the withdrawal by any Lender of any amounts from its LC Reserve Account as contemplated by the above paragraphs, the Administrative Agent will, at the direction
of such Lender and subject to such rules as the Administrative Agent may prescribe for the avoidance of inconvenience, invest such amounts in Cash Equivalents. Each Lender that has not withdrawn its
amounts in its LC Reserve Account as provided in paragraph (d) above shall have the right, at intervals reasonably specified by the Administrative Agent, to withdraw the earnings on investments so
made by the Administrative Agent with amounts in its LC Reserve Account and to retain such earnings for its own account. 



SECTION 3  


 CONDITIONS TO RESTATEMENT DATE AND LOANS AND LETTERS OF CREDIT  


        The obligations of Lenders to consummate the transactions contemplated on the Restatement Date and to make Loans and to issue Letters of Credit hereunder, is
subject to the satisfaction of the following conditions. 


        3.1    Conditions to Restatement Date    



        The
effectiveness of this Agreement, including the obligations of Lenders to purchase and assume the Commitments and Loans under the Original Credit Agreement on the Restatement 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 Restatement 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 Restatement 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 (or other
applicable authority) 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 Restatement 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 Restatement 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 Tranche A Term Loan Notes
and Australian Revolving Loan Notes shall be delivered immediately after the making of the initial Australian Revolving Loans; and 



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




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


        C.    Amendment and Restatement of Original Credit Agreement.    On the Restatement Date, all
Indebtedness outstanding and commitments under the Original Credit Agreement shall have been purchased and assumed by the Lenders and amended and restated as Loans and Commitments as provided herein,
and the Original Credit Agreement shall be amended and restated in its entirety as provided in this Agreement. 


        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 Restatement 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
Restatement Date except as otherwise disclosed to and agreed to in writing by Agents. 


        E.    Minimum Availability and Maximum Senior Secured Leverage Ratio.    After giving effect
to the transactions contemplated pursuant to the amendment and restatement of the Original Credit Agreement the Revolving Loan Commitments shall exceed the Total Utilization of Revolving Loan
Commitments by not less than $125,000,000, and the Senior Secured Leverage Ratio shall not exceed 3.00:1.00 (and Agents shall have received an Officer's Certificate to such effect). 


        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 LLP, and other counsel for Loan Parties, in form and substance reasonably satisfactory to Agents and
their counsel, dated as of the Restatement 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 Restatement Date, substantially in the form of Exhibit
XII annexed hereto. 


        H.    Solvency Assurances.    On the Restatement Date, Administrative Agent and Lender shall
have received an Officer's Certificate of Company dated the Restatement Date, in form and substance satisfactory to Agents and with appropriate attachments, in each case demonstrating that, after
giving effect to the consummation of the transactions contemplated by the Loan Documents on the Restatement Date, 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 XVII annexed hereto, shall be in full force and effect. 


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        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 that may be necessary or, in the opinion of Agents, desirable in order to continue 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 created by the Collateral Documents or otherwise permitted to remain outstanding pursuant to the terms of this Agreement). 


        (iii)    UCC Financing Statements.    To the extent deemed necessary by Collateral Agent for the Liens created by the
Collateral Documents to continue to be perfected or as may be necessary or, in the opinion of Collateral Agent, desirable to perfect the security interests created pursuant to the Collateral
Documents, delivery to Collateral Agent of UCC financing statements duly authorized by each applicable Loan Party with respect to all personal and mixed property Collateral of such Loan Party, for
filing in all jurisdictions deemed necessary or desirable by Collateral Agent. 


        (iv)    Copyright Filing.    To the extent deemed necessary by Collateral Agent to create or perfect Liens in respect
of copyrights described on Schedule 1(f)(iii) to the Security Agreement (or to maintain or continue the perfection thereof), delivery to Collateral
Agent of Copyright Security Agreements (or amendments of those delivered in connection with the Original Credit Agreement) to be filed with the U.S. Copyright Office. 



        (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, continue perfection, 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, continue the perfection of, 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 (or continuation 



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and
continued 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 and the Offshore Guaranties (or any necessary amendments of the same) and all related documentation, all in form,
substance and scope satisfactory to Agents. 



        M.    Peterson Report.    The Lenders shall have received an update to the report of Navigant
Consulting (f/k/a Peterson Consulting), dated February 26, 2001 relating to its review of Holdings' asbestos-related reserve and claims experience, which update shall be in form and substance and
scope reasonably satisfactory to the Agents and which update 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. 


        O.    Updated Appraisal.    On the Restatement Date, Administrative Agent and Lenders shall
have received a letter from American Appraisal Associates, dated on or about the Restatement Date and addressed to Agents and Lenders, relating to the fair market value of the Company's business units
in form and substance reasonably satisfactory to Agents and with appropriate attachments. 


        P.    Notice of Borrowing.    On or prior to the Restatement Date, Borrower shall have
delivered to Administrative Agent Notices of Borrowing with respect to the Loans to be outstanding as of such date. 


        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 on or 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 



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         (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 (other than Existing Letters 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 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 purchase and assume the Commitments and the Loans under the Original Credit Agreement and to amend
and restate the Original Credit Agreement as provided hereunder, to induce the Lenders to thereafter make Revolving Loans and Offshore Revolving Loans hereunder, 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 Restatement 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. 


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        D.    Subsidiaries.    All of the Subsidiaries of Company as of the Restatement 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 as of the Restatement Date 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 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 Restatement 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 such Loan Party, the Organizational
Documents of such Loan Party, or any order, judgment or decree of any court or other agency of government binding on such 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. 


        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, 2002 and the related
consolidated 


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statements
of income, stockholders' equity and cash flows of Holdings and its Subsidiaries for the Fiscal Year then ended and the unaudited consolidated balance sheet of Holdings and its Subsidiaries
and the unaudited consolidated balance sheet of Company and its Subsidiaries as of March 31, 2003 and the related unaudited consolidated statements of income and cash flows of Company and its
Subsidiaries for the periods 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, 2002, except as publicly disclosed in filings by Holdings or any Borrower with the Securities and Exchange Commission prior to the date hereof, 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 Restatement 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, 2002, 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. 


        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. 


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        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 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. 


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        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 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 Restatement 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 Restatement 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. 


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        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 Avir), 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 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 of
America. 


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. 


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        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 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 EBIT 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 EBIT 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 Australian Offshore Borrowers, which shall be delivered promptly after becoming available) (a) the consolidated balance sheets of each of Holdings, Company and
each Domestic Borrower and Australian Offshore 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
Domestic Borrower and Australian Offshore Borrower for such Fiscal Year and (b) a statement setting forth sales and EBIT 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 EBIT 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 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 Domestic Borrower and Australian Offshore Borrower 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 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; 



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        (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 (A) 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 and (B) the
non-recurring cash charges added back to Consolidated Net Income for purposes of calculating Consolidated Adjusted EBITDA pursuant to clause (vii) of the definition thereof; 


        (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 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 



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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
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 the first, second and third Fiscal Quarter, and within 90
days of the end of the fourth 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 



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        (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. 




        Company
and Borrowers shall be deemed to have delivered reports referred to in clauses (i),(ii), (iii) or (v) of this subsection 5.1 when (A) such reports or other information have been
posted on the Internet website of the Securities and Exchange Commission (http://www.sec.gov) or on its own Internet website as previously identified to
Agents and Lenders, and (B) Company and Borrowers have notified Agents and Lenders by electronic mail of such posting; provided that if any Agent or any Lender requests such information to be
delivered in hard copies, Company and/or any Borrower, as applicable, shall furnish to such Agent or Lender, as applicable, such information accordingly. 



        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 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 


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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. 


        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 2.4B. 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 2.4B 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 2.4B 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 2.4B 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. 


        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 


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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. 



        (iv)    Notice of Certain Proposed Actions Having Environmental Impact.    In addition to the quarterly reporting
required under subsection 5.1(xi), 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 



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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 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. 


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


        A.    Execution of Subsidiary Guaranty and Security Agreement.    In the event that
(a) any wholly-owned Domestic Subsidiary of Company existing on the Restatement Date (other than the Harbor Capital Subsidiaries) that has not previously executed the Subsidiary Guaranty or
(b) 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 prohibiting such Subsidiary's execution of the Subsidiary Guaranty and/or the Security Agreement),
and such Subsidiary owns or acquires assets with an aggregate fair market value (without netting such fair market value against any liability of such Subsidiary) exceeding $5,000,000, 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 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 and such Subsidiary owns or acquires assets with an aggregate fair market value (without netting such fair value against a
liability of such Subsidiary) exceeding $5,000,000, 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 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 (or other applicable authority) 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. 


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        5.10    Real Estate Matters    


        A.    As to (i) each Real Property Asset listed on Schedule 4.12B  annexed hereto
(each, an "Existing Mortgaged Property", and collectively, the "Existing Mortgage
Properties") any amendment to the existing Mortgage encumbering such Existing Mortgaged Property (an "Existing Mortgage") or a
new Mortgage to the extent no Existing Mortgage encumbers such property, and in either case related documentation to the extent deemed necessary by the Agents, and (ii) in the event, from and
after the Restatement 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 $50,000,000 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 $50,000,000 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) and any 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 Restatement Date in the case of any amendment to the Existing Mortgages (or any new Mortgage with respect
to an Existing Mortgaged Property) (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 as applicable: 



        (i)    Mortgage.    A fully executed and notarized Mortgage or amendment to an Existing Mortgage, as applicable, duly
recorded in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Existing Mortgaged Property or Additional Mortgage Property (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 Additional Mortgaged
Property located in the United States of America 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 Additional Mortgaged Property located in the United States of
America: (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 Additional Mortgaged Property vested in such Loan Party and assuring Agents that such Mortgage creates a valid
and enforceable First Priority mortgage Lien on such Additional 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 



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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 an Additional
Mortgaged Property located in the United States of America, 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 Additional Mortgaged Property located in the UK or Australia, a certificate of title prepared by Borrowers' counsel or other
customary assurances of title. 


        (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 Additional Mortgaged Property located in
the United States of America: (a) Evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to (1) whether such Additional 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
Additional 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 Additional 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 Additional 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 $250,000,000 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, as amended prior to
the Restatement Date and as the same may be amended in accordance with the written consent of the Agents provided under the Original Credit Agreement prior to the Restatement Date;  provided, that, such
subordinated note shall not be further amended without the consent of Agents; 


         (v)  Company
and its Subsidiaries, as applicable, may remain liable with respect to Indebtedness or the commitments therefor described in  Schedule 6.1 annexed hereto and any extensions, renewals and
refinancings of the Indebtedness or the commitments therefor described in
Part I 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 Part I; 


        (vi)  Company
and Packaging may become and remain liable with respect to the Existing Holdings Senior Notes on a subordinated basis; 


       (vii)  Company
and the 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 Packaging may become and remain liable with respect to New Junior Debt on a subordinated or unsecured basis or both; 


         (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 $606,000,000 at any time outstanding (of which approximately $356,000,000 is outstanding or committed as of the Restatement Date, as
described in Schedule 6.1 Part II); 


       (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; 



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      (xiii)  Company
and its Subsidiaries may become and remain liable with respect to Acquired Indebtedness; and 


      (xiv)  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; 


        (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)  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, United Glass and Offshore Guarantors); 



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      (viii)  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; 


        (ix)  Liens
securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and
customary related assets; and 


         (x)  Liens
on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof. 




        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 Original Closing Date, (b) any restrictions with respect to any Person that becomes a Subsidiary
of Company after the Restatement 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), (g) any restrictions under indentures governing New Senior Debt, which
restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing
Owens-Brockway Senior Secured Notes and the Existing Owens-Brockway Senior Unsecured Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any
agreement containing restrictions permitted under the preceding clauses (a) through (h); 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 Restatement Date in any Subsidiaries of Company, and Company and its Domestic
Subsidiaries may form new wholly-owned Domestic Subsidiaries and make and own additional 



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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; 


        (iii)  Company
and its Subsidiaries may make intercompany loans to the extent permitted under subsection 6.1(iv); provided, that the aggregate amount of such
intercompany loans made in cash by Loan Parties (other than Avir or O-I Canada) to non-Loan Parties, Avir or O-I Canada from and after the Restatement Date and outstanding at
any time shall not exceed $500,000,000 minus the amount of Investments made by Loan Parties (other than Avir or O-I Canada) in non-Loan Parties, Avir or O-I Canada pursuant to
subsection 6.3(vi) from and after the Restatement Date; 


        (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,
its Domestic Subsidiaries and the other Loan Parties (other than Avir and O-I Canada) 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 Restatement 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; and provided still further that upon from and after the first such date that the Consolidated Leverage Ratio is less than 3.5:1, Company, its
Domestic Subsidiaries and the other Loan Parties (other than Avir and O-I Canada) may make additional Acquisitions such that the aggregate consideration paid or given for all Acquisitions
(including those made after the Restatement Date and prior to such first such date) does not exceed $500,000,000; 


        (vi)  Company
and its Subsidiaries may make additional Investments in their respective Foreign Subsidiaries; provided that the
amount of all such Investments made after the Restatement Date minus the aggregate amount of all cash dividends, distributions and other cash payments actually received by Company and its Subsidiaries
(other than Foreign Subsidiaries) from their respective Foreign Subsidiaries after the Restatement Date, shall not exceed $250,000,000; and provided still further  that upon and from and after the first
such date that the Consolidated Leverage Ratio is less than 3.5:1, Company and its Subsidiaries may make additional Investments in their
respective Foreign Subsidiaries such that the aggregate amount for all such Investments (including those made after the Restatement Date and prior to such first such date) minus the aggregate amount
of all cash dividends, distributions and other cash payments actually received by Company and its Subsidiaries (other than Foreign Subsidiaries) from their respective Foreign Subsidiaries after the
Restatement Date (including those received after the Restatement Date and prior to such first such date) does not exceed $500,000,000; 


       (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; 



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        (ix)  Company
and its Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with any Asset Sale or other sales of assets
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 Avir and O-I Canada) 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 Restatement Date in an aggregate amount not to exceed at any time
$100,000,000; and 


      (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; 


         (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 $300,000,000 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; 


         (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 Holdings 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; 



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      (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 Holdings Senior Notes, Refinancing Senior Debt and New Junior Debt); 



        (ix)  Company
and Packaging may become and remain liable on a subordinated basis with respect to Existing Holdings 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 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 not prohibited by 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 and (v) make, and Subsidiaries of Company may make, payments of intercompany indebtedness other than payments of Company's intercompany Indebtedness to Holdings. 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. 


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        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, calculated on a Pro Forma Basis, to be less than the correlative ratio
indicated: 



	Fiscal Quarter Ending
 
	 	Minimum Consolidated

Fixed Charge

Coverage Ratio

	June 30, 2003	 	1.15: 1:00
	September 30, 2003	 	1.15: 1.00
	December 31, 2003	 	1.15: 1.00
	March 31, 2004	 	1.15: 1.00
	June 30, 2004	 	1.15: 1.00
	September 30, 2004	 	1.30: 1.00
	December 31, 2004	 	1.30: 1.00
	March 31, 2005	 	1.50: 1.00
	June 30, 2005	 	1.50: 1.00
	September 30, 2005	 	1.50: 1.00
	December 31, 2005	 	1.50: 1.00
	March 31, 2006	 	1.75: 1.00
	June 30, 2006	 	1.75: 1.00
	September 30, 2006	 	1.75: 1.00
	December 31, 2006	 	1.75: 1.00
	March 31, 2007	 	1.75: 1.00
	June 30, 2007	 	1.75: 1.00
	September 30, 2007	 	1.75: 1.00
	December 31, 2007	 	1.75: 1.00
	March 31, 2008	 	1.75: 1.00






        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, calculated on a Pro Forma Basis, to exceed the correlative ratio indicated: 



	Fiscal Quarter Ending
 
	 	Maximum Consolidated

Leverage Ratio

	June 30, 2003	 	4.65: 1.00
	September 30, 2003	 	4.65: 1.00
	December 31, 2003	 	4.65: 1.00
	March 31, 2004	 	4.65: 1.00
	June 30, 2004	 	4.65: 1.00
	September 30, 2004	 	4.35: 1.00
	December 31, 2004	 	4.35: 1.00
	March 31, 2005	 	4.35: 1.00
	June 30, 2005	 	4.35: 1.00
	September 30, 2005	 	4.10: 1.00
	December 31, 2005	 	4.10: 1.00
	March 31, 2006	 	4.10: 1.00
	June 30, 2006	 	4.10: 1.00
	September 30, 2006	 	3.85: 1.00
	December 31, 2006	 	3.85: 1.00
	March 31, 2007	 	3.85: 1.00
	June 30, 2007	 	3.85: 1.00
	September 30, 2007	 	3.85: 1.00
	December 31, 2007	 	3.75: 1.00
	March 31, 2008	 	3.75: 1.00





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        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: 



          (i)  any
Subsidiary of Company (other than a Domestic Borrower) may be merged or amalgamated 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)  United
Glass may sell certain notes held by it issued by Ardagh Glass Limited ("Ardagh") to Ardagh or an affiliate
thereof; 


         (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 Restatement 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
Avir and its Subsidiaries after the Restatement 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 2.4B(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 or amalgamated 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, 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 



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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 Domestic 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
Domestic 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, in an aggregate amount in excess
of the Maximum Consolidated Capital Expenditures Amount for such Fiscal Year. 


        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 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 


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(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 Restatement 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 Restatement 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, the terms of any Restricted Debt
Obligations, or make any payment (including making any Restricted Junior Payment to permit Holdings to make any such payment) consistent with an amendment thereof or change thereto, if the effect of
such amendment or change is to increase 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). 


        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 in the case of Existing Holdings Senior Notes maturing in 2004, 2005
or 2007, any payment at maturity) or to make any Restricted Junior Payment to Holdings to permit Holdings to make any voluntary or optional payment on Restricted Debt Obligations (or in the case of
Existing Holdings Senior Notes maturing in 2004, 2005 or 2007, any payment at maturity) except that Company or any of the Borrowers shall be entitled to redeem, repay, repurchase or defease (or make a
Restricted Junior Payment to Holdings to permit Holdings to redeem, repay, repurchase or defease) (i) at any time the Existing Holdings Senior Notes maturing in 2004 with proceeds of Revolving
Loans or otherwise, (ii) Existing Holdings Senior Notes maturing in 2005 with Revolving Loans made under the Existing Holdings Senior Notes Redemption Sublimit or funds reserved to Existing
Holdings Senior Notes Collateral Account, or with the proceeds of Revolving Loans (other than Loans made under the Existing Holdings Senior Notes Redemption Sublimit) or Additional Term Loans in
either case to the extent permitted under subsection 2.5B or, so long as the Reservation Conditions are satisfied, with Net Debt Securities Proceeds or, at maturity thereof only, with other
funds available to Company and its Subsidiaries to do so and (iii) after redemption, repayment or other repurchase of the Existing 


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Holdings
Senior Notes maturing in 2004 in full and so long as the outstanding principal amount of the Existing Holdings Senior Notes due 2005 is $75,000,000 or less, to redeem, repay, or otherwise
repurchase Existing Holdings Senior Notes maturing in 2007 with Revolving Loans made under the Existing Holdings Senior Notes Redemption Sublimit or funds reserved to Existing Holdings Senior Notes
Collateral Account, or the proceeds of Revolving Loans (other than Loans made under the Existing Holdings Senior Notes Redemption Sublimit) or Additional Term Loans in either case to the extent
permitted under subsection 2.5B, or, so long as the Reservation Conditions are satisfied, with Net Debt Securities Proceeds or, at maturity thereof only, with other funds available to Company
and its Subsidiaries to do so. So long as the applicable payment of any Restricted Debt Obligation is permitted by this subsection 6.12B, the payment of accrued interest, premiums, fees and
expenses in connection therewith may also be made with proceeds of Revolving Loans or with other funds available to Company and its Subsidiaries to do so. 


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 



        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 


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        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.    (i) 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 (whether in the United States of America, 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 (ii) 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 United States of America, 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 (ii) 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 United States of America, 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) 


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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 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 


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        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; OI General FTS; Harbor Capital Subsidiaries    


        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
Restatement Date, or OI General FTS shall engage in any activity other than the ownership of the Capital Stock and intercompany debt of its Subsidiaries and other activities constituting substantially
the same business conducted by OI General FTS as of the Restatement Date, or any of the Harbor Capital Subsidiaries shall engage in any activity other than the activities constituting the same
business conducted by such Subsidiaries as of the Restatement Date or acquire any material assets from and after the Restatement Date, 


        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 


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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. 


        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. 


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SECTION 8  


 AGENTS  


        8.1    Appointments    



        DB
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 DB 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 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 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 title of
"Senior Managing Agents" and "Co-Documentation Agents" provided to certain Lenders in the introductory paragraph to this Agreement is honorary only and does not impose any duty or obligation on such
Lenders. 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, collectibility 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 


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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 Revolving 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 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 


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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 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 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. 



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         (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    


        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. Upon the proposed sale, transfer or other
disposition of any Collateral by Company or any of its Subsidiaries in accordance with this Agreement for which Company or such Subsidiary desires to obtain a security interest release from Collateral
Agent, Company or such Subsidiary shall deliver an Officer's Certificate (x) stating that the Collateral subject to such disposition is being sold, transferred or otherwise disposed of in compliance
with the terms of this Agreement and (y) specifying the Collateral being sold, transferred or otherwise disposed of in the proposed transaction. Upon the receipt of such Officer's Certificate, the
Collateral Agent is authorized, at Borrower's expense, so long as Collateral Agent has no reason to believe that the Officer's Certificate so delivered with respect to such sale is not true and
correct, to execute and deliver such releases of its security interest in such Collateral which is to be so sold, transferred or disposed of, as may be reasonably requested by Company or such
Subsidiary. If Requisite Lenders, or if required, all Lenders, consent to the release or reconveyance of any of the Collateral, the Collateral Agent is authorized to, at Borrowers' expense, release,
and to execute and deliver any necessary releases of its security interest in such Collateral in connection therewith and all such reconveyances or transfers shall be without recourse to the
Collateral Agent or the Lenders and without representation or warranty of any kind. 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, 


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declaration,
demand or otherwise (including 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. 




        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 


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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 (including due to any expropriation, confiscation, nationalization or requisition by any Government Authority). 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: 


        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 


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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. 


        Collateral
Agent has been appointed to act on behalf of Guarantied Parties 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, Collateral Agent 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 and that all decisions of the Requisite Lenders shall be binding on such holders. 



        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 shall be
of no further force and effect as to any Other Lender Guarantied Obligations guaranteed hereby unless an Event of Default described in subsection 7.6 or subsection 7.7 shall then be continuing. 


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        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 and without a view to distribution of such Loans within the
meaning of the Securities Act or the Exchange Act or other federal securities laws; 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
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 or Related Fund of the assigning Lender or another Lender, with the
giving of notice to Borrowers' Agent and Administrative Agent; 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 $2,500,000 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 $2,500,000 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 $2,500,000 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' 



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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 the occurrence and during the continuation of an Event of Default or if required by applicable law or if made by Administrative Agent within 20
days after the Restatement Date as part of the primary syndication of the Loans and Commitments 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 Restatement 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-A, Exhibit IV-B, Exhibit V, or 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 Revolving Loan Commitment, any
outstanding Offshore Revolving Loans at the time of such assignment, such Lender must also assign the full amount of such Offshore Revolving Loans to an Eligible Assignee and the full amount of such
Offshore Revolving 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 Revolving 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 



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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, unless such participation resulted from the CAM Exchange. 


        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 or notice to 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 


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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 Revolving Loan Commitment, such Offshore Borrower shall have the right to appoint a Lender with respect to Offshore Revolving 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-Restatement Date Lender.    At any time the Moody's rating or the
S&P rating for any Post-Restatement 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-Restatement Date Lender hereunder; and 


         (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-Restatement 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-Restatement Date Lender hereunder. 




In
the event the commitment referred to in clause (i) or (ii) above to assume all obligations of the relevant Post-Restatement Date Lender is obtained in accordance with such clause, the relevant
Post-Restatement 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-Restatement Date Lender all principal, interest, fees and other amounts then due and owing to such Post-Restatement Date Lender hereunder through such date of replacement (including
any amounts payable under subsection 2.6B) (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-Restatement Date
Lender" means any Lender having Revolving Loan Exposure which is neither a Lender on the Restatement Date nor an Affiliate of any Lender party to this Agreement on the
Restatement 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 


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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 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, trustees 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, 


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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 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 (other than a voluntary prepayment
of Loans, a mandatory prepayment of Loans, or a scheduled repayment of Loans, in each case made and applied in accordance with this Agreement) 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 Revolving 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.    Except as set forth in subsection 2.1A(iv), 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 (i)): (i) extend the scheduled final maturity of any Loan or Note beyond the Tranche A Term Loan Maturity Date, the Tranche B 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 


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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 or waive the time of payment of interest or fees in respect thereof, or reduce or forgive 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 respect to the Additional Term Loans and, with the consent of
Requisite Lenders (determined before giving effect to the proposed action), with respect to other Indebtedness, 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 Restatement Date), (iv) release Company from the Company Guaranty, (v) release all or substantially all of
the Collateral or (vi) permit any Interest Period for any Eurodollar Rate Loan to exceed nine months; 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
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. In addition, no amendment, modification, termination or
waiver of (a) any provision of subsection 2.4 that has the effect of changing any interim scheduled payments, voluntary or mandatory prepayments, or Commitment reductions applicable to a Class in a
manner that disproportionately disadvantages such Class relative to any other Class shall be effective without the written concurrence of Requisite Class Lenders of such affected Class (it being
understood
and agreed that any amendment, modification, termination or waiver of any such provision which postpones or reduces any interim scheduled payment, voluntary or mandatory prepayment, or Commitment
reduction from those set forth in subsection 2.4 with respect to one Class but not any other Class shall be deemed to disproportionately disadvantage such one Class but not to disproportionately
disadvantage any such other Class for purposes of this sentence) and (b) any provision of subsection 2.10 that disproportionately disadvantages any Class relative to any other Class shall be effective
with out the written concurrence of Requisite Class Lenders of such disproportionately disadvantaged Class. 


        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 


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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 2.4B(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. 



         (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 



140







  



        (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 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 Section 1, Section 5 and Section 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, 2002, 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 Section 1, Section 5 and Section 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, 


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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. 



        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. 


        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  


142





 



 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 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 


143





 



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 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 advisors and 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);
and provided, further, that, subject to the applicable Lender's compliance with this subsection 10.20, no Lender shall be liable for any damages arising from the use by others of non-public
information or other materials obtained through internet, Intralinks or similar information transmission systems in connection with the Loan Documents and the transactions contemplated thereunder. In
any event, effective from the commencement of the first discussions between or among any of the parties
regarding the transactions contemplated hereby, Company, each Borrower, each Agent and each Lender may disclose to any and all Persons, the tax treatment and tax structure of the transactions
contemplated hereby or by any of the other Loan Documents or any of the related Agreements and all materials of any kind (including opinions or other tax analyses) that are provided to Company, any
Borrower, Agents or any Lender to the extent relating to such tax treatment of tax structure. 


        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. 


144





 



        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, O-I Australia, ACI, O-I Canada 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 with respect to Australian Revolving Loans (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 XVIII annexed hereto executed by such Australian Subsidiary, Company and each other
Borrower, (ii) Australian Revolving Loan Notes as required 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 Australian 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
(a) the execution of a counterpart hereof by each Borrower, Company, Borrowers' Agent, each Lender and each Agent (b) receipt by Borrowers' Agent and Administrative Agent of written or telephonic
notification of such execution and authorization of delivery thereof, and (c) satisfaction or waiver of all conditions set forth in subsections 3.1 and 3.2. Until such time as the conditions described
in clauses (a), (b) and (c) of the preceding sentence are satisfied, the Original Credit Agreement shall remain in full force and effect as if this Agreement had never been executed and delivered. 


145






  



 
 

EXHIBIT 4.19    
    


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



	 	 	OWENS-ILLINOIS GROUP, INC.
	

 	
 	

By:	
 	

/s/  JAMES W. BAEHREN      
 Name:  James W. Baehren

Title:    Vice President
	

 	
 	
OWENS-BROCKWAY GLASS CONTAINER INC.
	

 	
 	

By:	
 	

/s/  JAMES W. BAEHREN      
 Name:  James W. Baehren

Title:    Vice President
	

 	
 	
OI PLASTIC PRODUCTS FTS INC.
	

 	
 	

By:	
 	

/s/  JAMES W. BAEHREN      
 Name:  James W. Baehren

Title:    Vice President
	

 	
 	
UNITED GLASS LIMITED
	

 	
 	

By:	
 	

/s/  JAMES W. BAEHREN      
 Name:  James W. Baehren

Title:    By Power of Attorney
	

 	
 	
OWENS ILLINOIS (AUSTRALIA) PTY LIMITED
	

 	
 	

By:	
 	

/s/  JAMES W. BAEHREN      
 Name:  James W. Baehren

Title:    Authorized Signatory



146





 

	 	 	ACI OPERATIONS PTY LIMITED
	

 	
 	

By:	
 	

/s/  JAMES W. BAEHREN      
 Name:  James W. Baehren

Title:    Authorized Signatory
	

 	
 	
AZIENDE VETRARIE INDUSTRIALI RICCIARDI—AVIR S.P.A.,
	

 	
 	

By:	
 	

/s/  JAMES W. BAEHREN      
 Name:  James W. Baehren

Title:    By Power of Attorney
	

 	
 	
O-I CANADA CORP.
	

 	
 	

By:	
 	

/s/  JAMES W. BAEHREN      
 Name:  James W. Baehren

Title:    Vice President





147





 

	AGENTS AND LENDERS:	 	 	 	 
	

 	
 	
DEUTSCHE BANK TRUST COMPANY AMERICAS,
 individually and as Administrative Agent
	

 	
 	

By:	
 	

/s/  MARY JO JOLLY      
 Name:  Mary Jo Jolly

Title:    Assistant Vice President
	

 	
 	
Notice Address:
	

 	
 	

 	
 	

Deutsche Bank Trust Company Americas

31 West 52nd Street

New York, New York 10019

Attention: Mary Jo Jolly
	

 	
 	
With a copy to:
	

 	
 	

 	
 	

Deutsche Bank Trust Company Americas

300 South Grand Avenue, 41st Floor

Los Angeles, California 90071

Telephone:          (213) 620-8465

Fax:                    (213) 620-8484

Attention: Robert G. Kolb



148





 

	 	 	DEUTSCHE BANK AG LONDON
 As UK Administrative Agent
	

 	
 	

By:	
 	

/s/  RICHARD JAMES PETERS      
 Name:  Richard James Peters

Title:    Vice President
	

 	
 	

By:	
 	

/s/  PETER JAMES DAVIS      
 Name:  Peter James Davis

Title:    Associate
	

 	
 	
Notice Address:
	

 	
 	

 	
 	

Ronald Lane-Smith/Christopher Benham

Corporate Trust & Agency Services

33 Old Broad Street

London EC2N1HW

United Kingdom




149





 


	 	 	BANK OF AMERICA, N.A.,
 as Lender
	

 	
 	

By:	
 	

/s/  THOMAS R. DUNHAM      
 Name:  Thomas R. Dunham

Title:    Managing Director
	

 	
 	
Notice Address:
	

 	
 	

 	
 	

Bank of America

231 S. LaSalle Street

Chicago, IL 60604

Attention: Thomas Durham

                    IL 1-231-10-50
	

 	
 	
THE BANK OF NOVA SCOTIA,
 as Lender
	

 	
 	

By:	
 	

/s/  V. GIBSON      
 Name:  V. Gibson

Title:    Assistant Agent
	

 	
 	
Notice Address:
	

 	
 	

 	
 	

600 Peachtree Street, N.E.

Suite 2700

Atlanta, GA 30308
	

 	
 	
GOLDMAN SACHS CREDIT PARTNERS, L.P.,
 as Lender
	

 	
 	

By:	
 	

/s/  ROBERT WAGNER      
 Name:  Robert Wagner

Title:    Authorized Signatory
	

 	
 	
Notice Address:
	

 	
 	

 	
 	

Sandra Stulberger

85 Broad Street, 6th Floor

New York, NY 10004

(212) 902-5977

sandra.stulberger@gs.com
	

 	
 	
BNP PARIBAS,

as Lender
	

 	
 	

By:	
 	

/s/  ROSALIE HAWLEY      
 Name:  Rosalie Hawley

Title:    Director
	

 	
 	

By:	
 	

/s/  CHRISTINE HOWATT      
 Name:  Christine Howatt

Title:    Director
	

 	
 	
Notice Address:
	 	 	 	 	 



150





 

	

 	
 	

 	
 	

BNP Paribas—Chicago Branch

209 S. LaSalle Street, Suite 500

Chicago, IL 60604

Attention: Rosalie Hawley
	

 	
 	
FIFTH THIRD BANK

as Lender
	

 	
 	

By:	
 	

/s/  MICHAEL R. MILLER      
 Name:  Michael R. Miller

Title:    Executive Vice President
	

 	
 	
Notice Address:
	

 	
 	

 	
 	

Fifth Third Bank

Attention: Michael R. Miller

616 Madison Avenue, 4th Floor

Toledo, Ohio 43604
	

 	
 	
SANPAOLO IMI S.p.A.,

as Lender
	

 	
 	

By:	
 	

/s/  RENATO CARDUCCI      
 Name:  Renato Carducci

Title:    General Manager
	

 	
 	

By:	
 	

/s/  LUCA SACCHI      
 Name:  Luca Sacchi

Title:    Vice President
	

 	
 	
Notice Address:
	

 	
 	

 	
 	

245 Park Avenue

New York, NY 10167
	

 	
 	
WESTPAC BANKING CORPORATION,

as Lender
	

 	
 	

By:	
 	

/s/  LISA PORTER      
 Name:  Lisa Porter

Title:    Vice President
	

 	
 	
Notice Address:
	

 	
 	

 	
 	

Westpac Banking Corporation

575 Fifth Avenue, 39th Floor

New York, NY 10017




151









QuickLinks



Exhibit 4.19


TABLE OF CONTENTS

EXHIBITS

SCHEDULES


FIRST AMENDED AND RESTATED SECURED CREDIT AGREEMENT DATED AS OF JUNE 13, 2003

RECITALS

SECTION 1 DEFINITIONS


SECTION 2 AMOUNT AND TERMS OF COMMITMENTS AND LOANS; NOTES


SECTION 9 COMPANY GUARANTY



EXHIBIT 4.19