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Exhibit 4.21    
    


 
 

AMENDED AND RESTATED PLEDGE AGREEMENT    
    


        This AMENDED AND RESTATED PLEDGE AGREEMENT (as amended, amended and restated or otherwise modified from time to
time, herein called this "Agreement") is dated as of June 13, 2003 between OWENS-ILLINOIS
GROUP, INC., a Delaware corporation ("Company"), and OWENS-BROCKWAY
PACKAGING, INC., a Delaware corporation ("Packaging") (each a "Pledgor"
and collectively, the "Pledgors"), and DEUTSCHE BANK TRUST COMPANY AMERICAS  ("DB"), as Collateral Agent for
and representative of (in such capacity herein called the "Collateral
Agent") the Lenders (as hereinafter defined), the Interest Rate Exchangers (as hereinafter defined), the Currency Exchangers (as hereinafter defined), and the trustees under
the Existing Holdings Senior Notes Indentures (as hereinafter defined) (each, including any successor, an "Existing Holdings Senior Notes Trustee" and
collectively, the "Existing Holdings Senior Notes Trustees"), the Other Permitted Credit Exposure Holders (as hereinafter defined), the New Senior Debt
Representatives (as hereinafter defined) including the trustees for the several series of Existing Owens-Brockway Senior Secured Notes (each, an "Existing Owens-Brockway Senior
Secured Notes Trustee" and collectively, the "Existing Owens-Brockway Senior Secured Notes Trustees"), the Refinancing Senior
Debt Representatives (as hereinafter defined) and the New Junior Debt Representatives (as hereinafter defined). Initially capitalized terms used herein without definition are defined in the Credit
Agreement (as hereinafter defined). 


 
 

R E C I T A L S    
    


        1.     Certain
lenders entered into a Secured Credit Agreement dated as of April 23, 2001 (as amended through the fourth amendment thereto, the
"Original Credit Agreement") with certain subsidiaries of Company named therein as Borrowers (the
"Borrowers") and with Company as guarantor pursuant to Section 9 thereof and Owens-Illinois General, Inc., as Borrowers' Agent. 



        2.     In
connection with the Original Credit Agreement, the Lender Agent and the Collateral Agent executed a certain Intercreditor Agreement dated as of April 23, 2001
(as amended through the first amendment thereto and as supplemented by various acknowledgments thereto, the "Original Intercreditor Agreement") and the
Pledgors and the Collateral Agent executed a certain Pledge Agreement dated as of April 23, 2001 (as amended through the first amendment thereto, the "Original Pledge
Agreement"). 


        3.     After
the execution of the Original Pledge Agreement, Owens-Brockway issued the following series of senior secured notes constituting New Senior Debt under the Original
Credit Agreement and the Original Intercreditor Agreement (collectively, the "Existing Owens-Brockway Senior Secured Notes"): the 87/8% Senior Secured Notes due 2009 in the original
aggregate principal amount of $1,000,000,000, the 73/4% Senior Secured Notes due 2011 in the original aggregate principal amount of $450,000,000 and the 83/4% Senior
Secured Notes due 2012 in the original aggregate principal amount of $625,000,000. In connection with such issuances, the Existing Owens-Brockway Senior Secured Notes Trustees, as New Senior Debt
Representatives, executed acknowledgments to the Original Intercreditor Agreement, which acknowledgments were acknowledged by Borrowers' Agent and delivered to Collateral Agent, and by virtue of such
execution, acknowledgment and delivery, the obligations in respect of the Existing Owens-Brockway Senior Secured Notes became secured by the Original Pledge Agreement as and to the extent set forth
therein and, in the case of those certain 83/4% Owens-Brockway Senior Secured Notes due 2012 and those certain 73/4% Owens-Brockway Senior Secured Notes due 2011, as and
to the extent set forth in the acknowledgment to the Original Intercreditor Agreement delivered to the Collateral Agent with respect thereto. 


        4.     After
the execution of the Original Pledge Agreement, certain holders of Interest Rate Obligations, Currency Obligations and Other Permitted Credit Exposure (each as
defined below), executed acknowledgments to the Original Intercreditor Agreement, which acknowledgments were acknowledged by Borrowers' Agent and delivered to Collateral Agent, pursuant to which such
persons 





 



agreed
to be bound by the terms of the Original Intercreditor Agreement, and by virtue of such execution, acknowledgment and delivery, the obligations held by such holders became secured by the
Original Pledge Agreement. 


        5.     Pursuant
to the Original Intercreditor Agreement and the Original Pledge Agreement, upon the execution by the Existing Holdings Senior Notes Trustees of an acknowledgment
to the Original Intercreditor Agreement, acknowledgment of such acknowledgment by Borrowers' Agent and delivery of such acknowledgment to Collateral Agent, certain Existing Holdings Senior Notes (as
defined below) issued by Owens-Illinois, Inc., a Delaware corporation ("Holdings") under certain Indentures dated as of May 15, 1997 and
May 20, 1998 (each as amended, supplemented or otherwise modified from time to time, an "Existing Holdings Senior Notes Indenture" and
collectively, the "Existing Holdings Senior Notes Indentures") entered into with the Existing Holdings Senior Notes Trustees were guarantied by Company
and Packaging on a subordinated basis (the "Existing Holdings Senior Notes Subordinated Guaranty") and such guaranty and the Existing Holdings Senior
Notes were secured by certain Domestic Collateral on a subordinated, second-lien basis pursuant to the Original Pledge Agreement. "Existing Holdings Senior
Notes" means the following senior notes and debentures of Holdings: (i) the 7.85% Senior Notes due 2004 in the original aggregate principal amount of $300,000,000;
(ii) the 7.15% Senior Notes due 2005 in the original aggregate principal amount of $350,000,000; (iii) the 8.10% Senior Notes due 2007 in the original aggregate principal amount of
$300,000,000; (iv) the 7.35% Senior Notes due 2008 in the original aggregate principal amount of $250,000,000; (v) the 7.50% Senior Debentures due 2010 in the original aggregate
principal amount of $250,000,000; and (vi) the 7.80% Senior Debentures due 2018 in the original aggregate principal amount of $250,000,000. Such acknowledgments have been so executed, delivered
and acknowledged with respect to the Existing Holdings Senior Notes. 


        6.     Lenders
and DB as agent and representative thereof (in such capacity, "Lender Agent") have entered into a certain First
Amended and Restated Secured Credit Agreement as of June 13, 2003 with the Borrowers named therein, Company and Borrowers' Agent (as amended, amended and restated or otherwise modified from
time to time, the "Credit Agreement", which term shall also include and refer to any successor or replacement facility of Company and/or its
Subsidiaries designated in writing as such by Borrowers' Agent with Collateral Agent's consent and acknowledgment of the termination of the predecessor Credit Agreement by an agent to the lenders
thereunder), which amends and restates the Original Credit Agreement in its entirety. 


        7.     Company
has guarantied all Obligations (as defined below) pursuant to Section 9 of the Credit Agreement. 


        8.     Packaging
and the other Subsidiary Guarantors have guarantied all Obligations as defined in and now or hereafter existing under the Credit Agreement (collectively, the
"Obligations") pursuant to a certain Amended and Restated Subsidiary Guaranty dated as of June 13, 2003 (as amended, amended and restated or
otherwise modified from time to time, the "Subsidiary Guaranty"). 


        9.     In
connection with the Credit Agreement, Company, Packaging and Collateral Agent desire to amend and restate the Original Pledge Agreement in its entirety as set forth
herein. 


        10.   Company
is the legal and beneficial owner of (i) the shares of stock described in Part I of  Schedule I hereto (the "Company
Pledged Shares") issued by the corporations named therein, which
shares constitute the percentage of all of the issued and outstanding shares of all classes of capital stock of such companies identified in Part I  of said Schedule I, and (ii) the indebtedness described in Part II  of said Schedule I (the "Company Pledged Debt") issued by the obligors
named therein. Packaging is the legal and beneficial owner of (i) the shares of stock described in Part I of  Schedule II hereto (the
"Packaging Pledged Shares") issued by the corporation named therein,
which shares constitute the percentage of all of the issued and outstanding shares of all classes of capital stock of such company identified in Part I  of said Schedule II, and (ii) the indebtedness described in Part II  of 


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said
Schedule II (the "Packaging Pledged Debt") issued by the obligor named therein
(collectively, the Company Pledged Shares and the Packaging Pledged Shares are referred to herein as the "Pledged Shares," and the Company Pledged Debt
and the Packaging Pledged Debt are referred to herein as the "Pledged Debt"). 


        11.   Subsidiaries
of Company have incurred, and it is contemplated that, from time to time in the future Subsidiaries of Company may incur, obligations to Lenders or
affiliates of Lenders arising out of loans, advances, overdrafts, interest rate, currency or hedge products and other derivative exposures or extensions of credit to the extent permitted under the
Credit Agreement ("Other Permitted Credit Exposure"). Company and Packaging have guarantied such Other Permitted Credit Exposure pursuant, and subject,
to Section 9 of the Credit Agreement and the Subsidiary Guaranty, respectively. Each Holder of any such Other Permitted Credit Exposure, including those holders of Other Permitted Credit
Exposure set forth on Schedule A to the Intercreditor Agreement (defined below) is referred to herein as an "Other
Permitted Credit Exposure Holder" and, collectively, all such Holders are referred to as "Other Permitted Credit Exposure
Holders"). The documents and instruments evidencing or relating to any such Other Permitted Credit Exposure (including the foregoing guaranties) are referred to as the
"Other Permitted Credit Exposure Documents." 



        12.   Company
and/or Packaging or Domestic Borrowers and/or the other Subsidiary Guarantors have issued and/or guarantied, and it is contemplated that, from time to time in
the future to the extent permitted by the Credit Agreement, Company and/or Packaging or Domestic Borrowers and/or the other Subsidiary Guarantors may issue and/or guaranty, certain New Senior Debt (as
defined in the Credit Agreement). Any indenture, debenture, note, guaranty or other document executed by Company or Packaging or Domestic Borrowers and/or the other Subsidiary Guarantors in connection
with the issuance of any such New Senior Debt, including those executed in connection with the Existing Owens-Brockway Senior Secured Notes, is referred to herein as a "New
Senior Debt Document" individually and the "New Senior Debt Documents" collectively. Any trustee or like representative of the
holders of any such New Senior Debt acting in such capacity for the benefit of the holders of New Senior Debt, including the Existing Owens-Brockway Senior Secured Notes Trustees, is referred to
herein as a "New Senior Debt Representative." For the avoidance of doubt, the term "New Senior Debt" as used herein shall not include the Existing
Owens-Brockway Senior Unsecured Notes. 


        13.   It
is contemplated that, from time to time to the extent permitted by the Credit Agreement, Holdings may issue on a senior basis, and Company and/or Packaging may issue
and/or guaranty on a subordinated basis, certain Refinancing Senior Debt (as defined in the Credit Agreement). Any indenture, debenture, note, guaranty or other document executed by Holdings, Company
or Packaging in connection with the issuance of any such Refinancing Senior Debt is referred to herein as a "Refinancing Senior Debt Document"
individually and the "Refinancing Senior Debt Documents" collectively. Any trustee or like representative of the holders of any such Refinancing Senior
Debt acting in such capacity for the benefit of the holders of Refinancing Senior Debt is referred to herein as a "Refinancing Senior Debt
Representative." 


        14.   It
is contemplated that, from time to time to the extent permitted by the Credit Agreement, Holdings, Company and/or Packaging may issue and/or guaranty certain New
Junior Debt (as defined in the Credit Agreement). Any indenture, debenture, note, guaranty or other document executed by Holdings, Company or Packaging in connection with the issuance of any such New
Junior Debt is referred to herein as a "New Junior Debt Document" individually and the "New Junior Debt
Documents" collectively. Any trustee or like representative of the holders of any such New Junior Debt acting in such capacity for the benefit of the holders of New Junior Debt
is referred to herein as a "New Junior Debt Representative." 


        15.   Company
has assumed from Holdings and/or entered into, and it is contemplated that Company may from time to time in the future assume from Holdings and/or enter into,
Interest Rate 


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Agreements
and Currency Agreements with one or more Lenders or their respective affiliates (collectively, the "Interest Rate Exchangers" or the
"Currency Exchangers," as the case may be, and the obligations under such agreements, including the obligation to make payments in the event of early
termination thereunder being the "Interest Rate Obligations" or the "Currency Obligations," as the case
may be, including, in each case, those Interest Rate Exchangers, Currency Exchangers, Interest Rate Obligations and Currency Obligations described as such on Schedule A  to the Intercreditor
Agreement). Such Interest Rate Obligations and Currency Obligations are guarantied pursuant to Company's guaranty under the Credit Agreement and
Packaging's Subsidiary Guaranty. 


        16.   The
Pledgors wish to confirm the continuation of the pledge and grant of security interests in the Pledged Collateral in favor of the Collateral Agent for the benefit of
the Lenders, the Other Permitted Credit Exposure Holders, the Interest Rate Exchangers, the Currency Exchangers, and the holders of any New Senior Debt and the New Senior Debt Representatives
(collectively, the "Senior Secured Parties"), for the benefit of the Refinancing Senior Debt Representatives and the holders of the Existing Holdings
Senior Notes and the Existing Holdings Senior Notes Trustees and (collectively, the "Second Priority Secured Parties") and for the benefit of the
holders of any New Junior Debt and the New Junior Debt Representatives (the "Third Priority Secured Parties"; the Senior Secured Parties and the Second
Priority Secured Parties and the Third Priority Secured Parties being collectively referred to herein as the "Secured Parties"). 


        17.   Concurrently
herewith, the Collateral Agent, the current Other Permitted Credit Exposure Holders and the Existing Owens-Brockway Senior Secured Notes Trustees have
entered into an Amended and Restated Intercreditor Agreement (such Amended and Restated Intercreditor Agreement as it may hereafter be amended, amended and restated or otherwise modified from time to
time being the "Intercreditor Agreement") which provides for, inter alia, the appointment of the Collateral Agent to administer the Pledged Collateral.
Any New Senior Debt Representative, Refinancing Senior Debt Representative, New Junior Debt Representative, Interest Rate Exchanger, Currency Exchanger, and any Other Permitted Credit Exposure Holder
shall only be entitled to the benefits of this Agreement, and shall only be a Secured Party hereunder, if such Person shall have executed and delivered to the Collateral Agent an acknowledgment to the
Original Intercreditor Agreement or the Intercreditor Agreement (in the form attached thereto) acknowledged by the Pledgors or Borrowers' Agent, as applicable. The Existing Owens-Brockway Senior
Secured Notes Trustees, as New Senior Debt Representatives, and the holders of the Existing Owens-Brockway Senior Secured Notes, as holders of New Senior Debt, are entitled to the benefits of this
Agreement and shall be Senior Secured Parties hereunder. 


        NOW, THEREFORE, in consideration of the premises the parties hereto agree as follows: 


SECTION 1. PLEDGES. 


        1.1    Senior Pledge    



        A.    By Company.    Company hereby pledges to the Collateral Agent and grants to the Collateral Agent for the ratable
benefit of the Senior Secured Parties a first priority security interest in the following (the "Company Pledged Collateral") to secure the Senior
Secured Obligations (as defined in Section 2): 



        (a)   the
Company Pledged Shares and the certificates representing the Company Pledged Shares and any interest of Company in the entries on the books of any financial
intermediary pertaining to the Company Pledged Shares, and, subject to Section 6, all dividends, cash, options, warrants, rights, instruments and
other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Company Pledged Shares; 




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        (b)   all
additional shares of stock of any issuer of the Company Pledged Shares from time to time acquired by Company in any manner (which shares shall be deemed to be part
of the Company
Pledged Shares), and the certificates representing such additional shares and any interest of Company in the entries on the books of any financial intermediary pertaining to such additional shares,
and, subject to Section 6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of such shares; 


        (c)   the
Company Pledged Debt and the instruments evidencing the Pledged Debt, and all interest, cash instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Company Pledged Debt; and 


        (d)   all
proceeds of any of the foregoing. 





        For
avoidance of doubt, the Company Pledged Collateral shall not include any stock or indebtedness issued by OI General FTS, Inc. 



        B.    By Packaging.    Packaging hereby pledges to the Collateral Agent and grants to the Collateral Agent for the
ratable benefit of the Senior Secured Parties a first priority security interest in the following (the "Packaging Pledged Collateral") to secure the
Senior Secured Obligations: 



        (a)   the
Packaging Pledged Shares and the certificates representing the Packaging Pledged Shares and any interest of Packaging in the entries on the books of any financial
intermediary pertaining to the Packaging Pledged Shares, and, subject to Section 6, all dividends, cash options, warrants, rights, instruments
and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Packaging Pledged Shares; 



        (b)   all
additional shares of stock of any issuer of the Packaging Pledged Shares from time to time acquired by Packaging in any manner (which shares shall be deemed to be
part of the Packaging Pledged Shares), and the certificates representing such additional shares and any interest of Packaging in the entries on the books of any financial intermediary pertaining to
such additional shares, and, subject to Section 6, all dividends, cash, options, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such shares; 


        (c)   the
Packaging Pledged Debt and the instruments evidencing the Pledged Debt, and all interest, cash instruments and other property from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of the Packaging Pledged Debt; and 


        (d)   all
proceeds of any of the foregoing. 





The
Company Pledged Collateral and the Packaging Pledged Collateral is referred to herein collectively as the "Pledged Collateral." 


        The
foregoing pledges and grants of security interests confirm the pledges and grants of first priority security interests in the Pledged Collateral to secure the Senior Secured
Obligations made in the Original Pledge Agreement and continue in all respects the pledges and grants therein without in any way causing any interruption in continuity from such original pledges and
grants. 


        1.2    Second Priority Pledge.    The Pledgors hereby pledge to the Collateral Agent and grant
to the Collateral Agent for the ratable benefit of the Second Priority Secured Parties a second priority 


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security
interest in the Pledged Collateral to secure the Second Priority Secured Obligations (as defined in Section 2). 


        The
foregoing pledges and grants of security interests confirm the pledges and grants of second priority security interests in the Pledged Collateral to secure the Second Priority
Secured Obligations made in the Original Pledge Agreement and continue in all respects the pledges and grants therein without in any way causing any interruption in continuity from such original
pledges and grants. 


        1.3    Third Priority Pledge.    The Pledgors hereby pledge to the Collateral Agent and grant
to the Collateral Agent for the ratable benefit of the Third Priority Secured Parties a third priority security interest in the Pledged Collateral to Secure the Third Priority Secured Obligations (as
defined in Section 2). 


        The
foregoing pledges and grants of security interests confirm the pledges and grants of third priority security interests in the Pledged Collateral to secure the Third Priority Secured
Obligations made in the Original Pledge Agreement and continue in all respects the pledges and grants therein without in any way causing any interruption in continuity from such original pledges and
grants. 


SECTION 2. SECURED OBLIGATIONS; PRIORITY. 



        2.1    Senior Secured Obligations.    This Agreement secures, and the Pledged Collateral is
collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by acceleration
or otherwise (including the payment of amounts which would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)),
of all Obligations, all obligations of the Pledgors under any Other Permitted Credit Exposure Documents, all obligations of either Pledgor or other permitted obligor under any New Senior Debt
Documents and all Interest Rate Obligations and Currency Obligations now or hereinafter existing under or in respect of the Interest Rate Agreements and the Currency Agreements, in each case whether
for principal, premium or interest (including, without limitation, interest which, but for the filing of a petition in a bankruptcy, reorganization or other similar proceeding with respect to the
Pledgor, would accrue on such obligations), payments for early termination, payments for settlement of amounts due under any such agreement, fees, expenses or otherwise and all obligations of either
Pledgor or other permitted obligor now or hereafter existing under this Agreement (all such obligations being the "Senior Secured Obligations");  provided that the pledge made and security interest granted in Section 1 and any other provisions
of this Agreement shall be effective as to any obligations in respect of any Other Permitted Credit Exposure Documents, New Senior Debt Documents, Interest Rate Agreements or Currency Agreements only
if the holders of such obligations or their representatives shall have executed and delivered to the Collateral Agent an acknowledgment to the Original Intercreditor Agreement or the Intercreditor
Agreement (in the form attached thereto) acknowledged by the Pledgors or Borrowers' Agent, as applicable (it being acknowledged that such execution, acknowledgment and delivery has been completed with
respect to the obligations in respect of the Existing Owens-Brockway Senior Secured Notes and with respect to those other obligations set forth on Schedule A  to the Intercreditor Agreement and all
of the foregoing are and continue to be secured hereunder. For purposes of determining the amount of Senior Secured Obligations relating
to any obligation with respect to which a Person other than a Pledgor is the direct or primary obligor and with respect to which a Pledgor is a guarantor (including by way of providing security), the
total amount of such Senior Secured Obligations shall be calculated without duplication of the amount of such direct or primary obligation secured by the Pledged Collateral and the related guaranty
obligations of the Pledgors secured by the Pledged Collateral. 


        2.2    Second Priority Secured Obligations.    This Agreement secures, and the Pledged
Collateral is collateral security for, the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise (including amounts which would become due but for the operation of
the automatic stay 


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under
Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), of all obligations of the Pledgors now or hereafter existing under the Existing Holdings Senior Notes Subordinated
Guaranty and all obligations under the Existing Holdings Senior Notes Indentures and the Existing Holdings Senior Notes issued thereunder and all obligations of either Pledgor or other permitted
obligor under any Refinancing Senior Debt Documents in each case whether for principal, premium, interest (including, without limitation, interest which, but for the filing of a petition in a
bankruptcy, reorganization or other similar proceeding with respect to a Pledgor, would accrue on such obligations), fees, expenses or otherwise, and all obligations of the Pledgors now or hereafter
existing under this Agreement (all such obligations being the "Second Priority Secured Obligations"); provided that the pledge made and security
interest granted in Section 1 and any other provisions of this Agreement shall be effective as to any obligations in respect of any Refinancing
Senior Debt only if the holders of such obligation or a Refinancing Senior Debt Representative shall have executed and delivered to the Collateral Agent an acknowledgment to the Intercreditor
Agreement (in the form attached thereto) acknowledged by the Pledgors or Borrowers' Agent, as applicable (it being acknowledged that the obligations of the Pledgors now or hereafter existing under the
Existing Holdings Senior Notes Subordinated Guaranty and all obligations under the Existing Holdings Senior Notes Indentures and the Existing Holdings Senior Notes issued thereunder are and continue
to be secured hereunder). For purposes of determining the amount of Second Priority Secured Obligations relating to any obligation with respect to which a Pledgor is a guarantor (including by way of
providing security), the total amount of such Second Priority Secured Obligations shall be calculated without duplication of the amount of such direct or primary obligation secured by the Pledged
Collateral and the related guaranty obligations of the Pledgors secured by the Pledged Collateral. 


        2.3    Third Priority Secured Obligations.    This Agreement secures, and the Pledged
Collateral is collateral security for, the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise (including amounts which would become due but for the operation of
the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), of all obligations of the Pledgors or other permitted obligors now or hereafter
existing under any New Junior Debt Documents, whether for principal, premium, interest (including, without limitation, interest which, but for the filing of a petition in a bankruptcy, reorganization
or other similar proceeding with respect to a Pledgor, would accrue on such obligations), fees, expenses or otherwise, and all obligations of the Pledgors now or hereafter existing under this
Agreement (all such obligations being the "Third Priority Secured Obligations"); provided that the pledge made and the security interest granted in  Section 1 and any other provisions of this Agreement shall be effective as to any obligations in respect of New Junior Debt only if the holders
of any such obligation or an applicable New Junior Debt Representative shall have executed and delivered to the Collateral Agent a counterpart of the Intercreditor Agreement or an acknowledgment to
the Intercreditor Agreement (in the form attached thereto) acknowledged by the Pledgors. For purposes of determining the amount of Third Priority Secured Obligations relating to any obligation with
respect to which a Pledgor is a guarantor (including by way of providing security), the total amount of such Third Priority Secured Obligations shall be calculated without duplication of the amount of
such direct or primary obligation secured by the Pledged Collateral and the related guaranty obligations of the Pledgors secured by the Pledged Collateral. The Senior Secured Obligations, the Second
Priority Secured Obligations and the Third Priority Secured Obligations collectively are referred to herein as the "Secured Obligations". 


        2.4    Rights in Pledged Collateral.    Notwithstanding anything to the contrary contained in
the Credit Agreement, any Other Permitted Credit Exposure Document, Currency Agreement, Interest Rate Agreement, New Senior Debt Document, Existing Holdings Senior Notes Indenture, Existing Holdings 


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Senior
Notes Subordinated Guaranty, Refinancing Senior Debt Document or New Junior Debt Document, and irrespective of: 



        (a)   the
time, order or method of attachment or perfection of the security interests created hereby; 


        (b)   the
time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Pledged Collateral, and 



        (c)   the
rules for determining priority under the Uniform Commercial Code or any other law or rule governing the relative priorities of secured creditors, 




any
security interest in any Pledged Collateral heretofore or hereafter granted to secure any Senior Secured Obligation has and shall have priority, to the extent of any unpaid Senior Secured
Obligations, over any security interest in such Pledged Collateral granted to secure the Second Priority Secured Obligations or the Third Priority Secured Obligations, and any security interest in any
Pledged Collateral heretofore or hereafter granted to secure any Second Priority Secured Obligation has and shall have priority, to the extent of any unpaid Second Priority Secured Obligations, over
any security interest in such Pledged Collateral granted to secure the Third Priority Secured Obligations. 


SECTION 3. DELIVERY OF PLEDGED COLLATERAL.  


        3.1   All
certificates or instruments representing or evidencing the Pledged Collateral shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto
and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the
Collateral Agent. The Collateral Agent shall have the right, at any time upon or after the occurrence of an Event of Default (as defined in  Section 11) and without notice to either Pledgor, to
transfer to or to register in the name of the Collateral Agent or any of its nominees any or
all of the Pledged Collateral. In addition, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates
or instruments of smaller or larger denominations. The Collateral Agent expressly acknowledges (including in accordance with Section 8-301(a)(3) and
Section 9-313(c) of the New York Uniform Commercial Code) that, in addition to holding the Pledged Collateral as agent for the benefit of the Senior Secured Parties, it holds the
Pledged Collateral as agent for the benefit of each of the Second Priority Secured Parties and the Third Priority Secured Parties. 


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   SECTION 4. REPRESENTATIONS AND WARRANTIES  


        4.1    By Company.    Company hereby represents and warrants to the Collateral Agent and each
Secured Party as follows: 



        (a)   Company
is, and at the time of delivery of any Company Pledged Collateral to the Collateral Agent pursuant to Section 3  will be, the legal and beneficial owner of the Company Pledged Collateral free and
clear of any Lien except for the liens and security interests created by this Agreement. 


        (b)   Company
has full power, authority and legal right to pledge all the Company Pledged Collateral pursuant to this Agreement. 


        (c)   No
consent of any other party (including, without limitation, stockholders or creditors of Company) and no consent, authorization, approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body is required either (x) for the pledge by Company of the Company Pledged Collateral pursuant to this Agreement or for the
execution, delivery or performance of this Agreement by Company or (y) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the remedies in
respect of the Company Pledged Collateral pursuant to this Agreement; except (a) for foreign governmental actions, notices or filings required for actions referred to in clauses (x) and
(y) as to Company Pledged Shares issued by corporations which own, directly or indirectly, the stock of Foreign Entities and (b) as may be required in connection with such disposition by
laws affecting the offering and sale of securities generally. 


        (d)   All
of the Company Pledged Shares have been duly authorized and validly issued and are fully paid and non-assessable. The Company Pledged Debt has been duly
authorized, authenticated or issued and delivered, and is the legal, valid and binding obligation of the issuers thereof, and is not in default. 


        (e)   The
pledge of the Company Pledged Shares and the Company Pledged Debt pursuant to this Agreement, together with delivery of the shares and notes, accompanied by duly
executed instruments
of transfer or assignment in blank and an effective endorsement, creates a valid and perfected first priority security interest in the Company Pledged Shares and the Company Pledged Debt securing the
payment of the Senior Secured Obligations, a valid and perfected second priority security interest in the Company Pledged Shares and the Company Pledged Debt securing the payment of the Second
Priority Secured Obligations, and a valid and perfected third priority security interest in the Company Pledged Shares and the Company Pledged Debt securing the payment of the Third Priority Secured
Obligations. 


        (f)    As
of the date hereof, the Company Pledged Shares consisting of capital stock of the Persons identified in Part I  of Schedule I annexed hereto
constitute the percentage of the issued and outstanding shares of stock of such Persons as
identified in Part I of Schedule I annexed hereto. The Company Pledged Debt constitutes
all of the issued and outstanding debt obligations owing to Company as of the date specified therein by the Persons identified in Part II of  Schedule I annexed hereto. 


        (g)   Except
as otherwise permitted by the Credit Agreement, the Company at all times will be sole beneficial owner of the Company Pledged Collateral. 



        (h)   The
pledge of the Company Pledged Collateral pursuant to this Agreement does not violate Regulations T, U or X of the Federal Reserve Board. 



9





 





        4.2    By Packaging.    Packaging hereby represents and warrants to the Collateral Agent and
each Secured Party as follows: 



        (a)   Packaging
is, and at the time of delivery of any Packaging Pledged Collateral to the Collateral Agent pursuant to Section 3  will be, the legal and beneficial owner of the Packaging Pledged Collateral free
and clear of any Lien except for the lien and security interest created by this Agreement. 


        (b)   Packaging
has full power, authority and legal right to pledge all the Packaging Pledged Collateral pursuant to this Agreement. 


        (c)   No
consent of any other party (including, without limitation, stockholders or creditors of Packaging) and no consent, authorization, approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body is required either (x) for the pledge by Packaging of Packaging Pledged Collateral pursuant to this Agreement or for the
execution, delivery or performance of this Agreement by Packaging or (y) for the exercise by the Collateral Agent of the voting or other
rights provided for in this Agreement or the remedies in respect of the Packaging Pledged Collateral pursuant to this Agreement; except (a) for foreign governmental actions, notices or filings
required for actions referred to in clauses (x) and (y) as to Packaging Pledged Shares issued by corporations which own, directly or indirectly, the stock of Foreign Entities and
(b) as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. 



        (d)   All
of the Packaging Pledged Shares have been duly authorized and validly issued and are fully paid and non-assessable. The Packaging Pledged Debt has been
duly authorized, authenticated or issued and delivered, and is the legal, valid and binding obligation of the issuers thereof, and is not in default. 


        (e)   The
pledge of the Packaging Pledged Shares and the Packaging Pledged Debt pursuant to this Agreement, together with delivery of shares and notes, accompanied by duly
executed instruments of transfer of assignment in blank and an effective endorsement, creates a valid and perfected first priority security interest in the Packaging Pledged Shares and the Packaging
Pledged Debt securing the payment of the Senior Secured Obligations, a valid and perfected second priority security interest in the Packaging Pledged Shares and the Packaging Pledged Debt securing the
payment of the Second Priority Secured Obligations and a valid and perfected third priority security interest in the Packaging Pledged Shares and the Packaging Pledged Debt securing the payment of the
Third Priority Secured Obligations. 


        (f)    As
of the date hereof, the Packaging Pledged Shares consisting of capital stock of the Persons identified in Part I  of Schedule II annexed hereto
constitute the percentage of the issued and outstanding shares of stock of such Persons as
identified in Part I of Schedule II annexed hereto. The Packaging Pledged Debt constitutes
all of the issued and outstanding Debt Obligations owing to Packaging as of the date hereof by the Persons identified in Part II of  Schedule II annexed hereto. 


        (g)   Except
as otherwise permitted by the Credit Agreement, Packaging at all times will be sole beneficial owner of the Packaging Pledged Collateral. 



        (h)   The
pledge of the Packaging Pledged Collateral pursuant to this Agreement does not violate Regulations T, U or X of the Federal Reserve Board. 




SECTION 5. SUPPLEMENTS, FURTHER ASSURANCES.  


        5.1   Each
Pledgor agrees that at any time and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and
documents, and take all 


10





 

further
action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable
the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 


        5.2   Each
Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1A(b) or 1.1(B)(b), promptly (and
in any event within five (5) Business Days) deliver to the Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of  Schedule III hereto (a "Pledge Amendment"), in respect of the additional Pledged Shares which are
to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge
Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to
any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent
hereunder with respect thereto. 



SECTION 6. VOTING RIGHTS; DIVIDENDS; ETC. 


        6.1   As
long as no Event of Default (as defined in Section 11) shall have occurred and be continuing: 



        (a)   Pledgors
shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not
inconsistent with the terms of this Agreement and the Credit Agreement; provided, however, that each
Pledgor shall give the Collateral Agent at least 5 days' prior written notice of the manner in which it intends to exercise any such right;  provided, further, however, that neither (i) the
voting by a Pledgor of any Pledged Shares for, or a Pledgor's consent to, the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental
matters at any such meeting nor (ii) a Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the
terms of this Agreement or the Credit Agreement (including, without limitation, impairing in any material manner the Pledged Collateral or the material rights of any of the Secured Parties), within
the meaning of this Section 6.1(a), and no notice of any such voting or consent need be given to the Collateral Agent. 



        (b)   The
Pledgors shall be entitled to receive and retain, and to utilize free and clear of the Lien of this Agreement, any and all dividends, distributions, principal and
interest paid in respect of the Pledged Collateral; provided, however, that any and all dividends and other distributions in equity securities shall be, and shall be forthwith delivered to the
Collateral Agent to hold as, Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of
such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 



        (c)   In
order to permit the Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 6.1(a)  above and to receive the dividends, distributions, principal or
interest payments which they are authorized to receive and retain pursuant to  Section 6.1(b) above, the Collateral Agent shall, if necessary, upon written request of a Pledgor, from time to time
execute and deliver (or
cause to be executed and delivered) to such Pledgor all such proxies, dividend payment orders and other instruments as such Pledgor may reasonably request. 



11





 




        (d)   Upon
the occurrence and during the continuance of an Event of Default: 



          (i)  Upon
written notice from the Collateral Agent to a Pledgor, all rights of such Pledgor to exercise the voting and other consensual rights which it would otherwise be
entitled to exercise pursuant to Section 6.1(a) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent
which shall thereupon have the sole right to exercise such voting and other consensual rights during the continuance of such Event of Default. 


         (ii)  Other
than amounts to be used by a Pledgor to directly or indirectly make Holdings Ordinary Course Payments permitted to be paid pursuant to Section 6.5 of the
Credit Agreement, all rights of a Pledgor to receive the dividends, distributions, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to  Section 6.1(b) above shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole
right to receive and hold as Pledged Collateral such dividends, distributions, principal and interest payments during the continuance of such Event of Default. 




        (e)   In
order to permit the Collateral Agent to receive all dividends and other distributions to which it may be entitled under Section 6.1(d)  above, to exercise the voting and other consensual rights
which it may be entitled to exercise pursuant to Section 6.1(d)  above, and to receive all dividends, distributions, principal and interest payments and other distributions which it may be entitled
to receive under  Section 6.1(b) above, each Pledgor shall, if necessary, upon written notice from the Collateral Agent, from time to time execute and deliver to
the Collateral Agent appropriate proxies, dividend payment orders and other instruments as the Collateral Agent may reasonably request. 


        (f)    All
dividends, distributions, principal and interest payments which are received by either Pledgor contrary to the provisions of  Section 6.1(d) above shall be received in trust for the benefit of the
Collateral Agent, shall be segregated from other funds of such Pledgor and
shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 




SECTION 7. TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES.  


        7.1    Transfers and Other Liens.    Each Pledgor agrees that it will not, except as permitted
by the Credit Agreement (i) sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Pledged Collateral, (ii) create or permit to exist any Lien upon or
with respect to any of the Pledged Collateral, except for the liens and security interests under this Agreement, or (iii) permit any issuer of Pledged Shares to merge or consolidate unless all
the outstanding capital stock of the surviving or resulting corporation is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of
the outstanding shares of any other constituent corporation; provided, however, that in the event of an
Asset Sale permitted by the Credit Agreement wherein the assets subject to such Asset Sale are Pledged Shares, the Collateral Agent shall release the Pledged Shares that are the subject of such Asset
Sale to the applicable Pledgor free and clear of the lien and security interest under this Agreement (a) so long as any Obligations remain outstanding under the Intercreditor Agreement,
concurrently with the receipt of advice from the Lender Agent (as defined in the Credit Agreement) thereunder that arrangements satisfactory to it have been made for delivery to it of the Net Asset
Sale Proceeds of such Asset Sale to which the Lenders, New Senior Debt holders and Other Permitted Credit Exposure Holders, Interest Rate Exchangers and Currency Exchangers are entitled under the
Credit Agreement and the Intercreditor Agreement, (b) after such time as all Obligations under the Credit Agreement have been paid in full and the Credit Agreement and the Letters of Credit
have terminated, in the event that any other Secured Parties are entitled to receive any portion of the proceeds of such Asset Sale, concurrently 


12





 

with
the receipt of advice from the agent or trustee for such Secured Parties that arrangements satisfactory to it have been made for delivery to it of the amounts required to be paid to such Secured
Parties out of the proceeds of such Asset Sale, and (c) in the event no Secured Party is entitled to receive any portion of the proceeds of such Asset Sale, concurrently with the consummation
of such Asset Sale; and provided, further, that notwithstanding anything herein to the contrary, (x) the Collateral Agent shall release Pledged Shares or other Pledged Collateral from the liens
and security interests of this Agreement as may be specified by the Lender Agent upon the approval of the release of such Pledged Shares or other Pledged Collateral by the requisite percentage of
Lenders under the Credit Agreement, and (y) the Collateral Agent shall release Pledged Shares or other Pledged Collateral from the liens and security interests of this Agreement, upon
satisfaction of the conditions set forth in, and in accordance with, Section 18, below. 



        7.2    Additional Shares.    Company agrees that it will (i) cause each issuer of
Company Pledged Shares not to issue any stock or other securities in addition to or in substitution for the Company Pledged Shares issued by such issuer, except to Company or as otherwise consented to
by Requisite Lenders, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other equity securities of each
issuer of Company Pledged Shares. Packaging agrees that it will (i) cause each issuer of Packaging Pledged Shares not to issue any stock or other securities in addition to or in substitution
for the Packaging Pledged Shares issued by such issuer, except to Packaging or as otherwise consented to by Requisite Lenders and (ii) pledge hereunder, immediately upon its acquisition
(directly or indirectly) thereof, any and all additional shares of stock or other equity securities of each issuer of Packaging Pledged Shares. 


SECTION 8. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.  


        Each Pledgor hereby appoints the Collateral Agent such Pledgor's attorney-in-fact, with full authority in the place and stead of such
Pledgor and in the name of such Pledgor or otherwise, from time to time in the Collateral Agent's discretion to take any action and to execute any instrument which the Collateral Agent may reasonably
deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to such Pledgor representing any
dividend, interest payment or other distribution in respect of such Pledged Collateral or any part thereof and to give full discharge for the same. 


SECTION 9. COLLATERAL AGENT MAY PERFORM.  


        If either Pledgor fails to perform any agreement contained herein after receipt of a written request to do so from the Collateral Agent, the Collateral Agent may
itself perform, or cause performance of, such agreement, and the reasonable expenses of the Collateral Agent, including the reasonable fees and expenses of its counsel, incurred in connection
therewith shall be payable by the Pledgors under Section 13 hereof. 


SECTION 10. REASONABLE CARE.  


        The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged
Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of negotiable securities, it being
understood that neither the Collateral Agent nor any other Secured Party shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters, or
(ii) taking any necessary steps (other than steps taken in accordance with the standard of care set forth above to maintain possession of the Pledged Shares and Pledged Debt) to preserve rights
against any Person with respect to any Pledged Collateral. 


13





 



SECTION 11. REMEDIES UPON DEFAULT; DECISIONS RELATING TO EXERCISE OF REMEDIES.  


        11.1    Remedies Upon Default.    Subject to Sections 11.2  and 11.3, (i) if any Event of Default under and as defined in the Credit Agreement, or (ii) after such time as all
Obligations shall have been paid in full and the Credit Agreement and the Letters of Credit have terminated, and provided that the Pledged Collateral
then secures the payment and performance of any obligations under any New Senior Debt Documents, any obligations under any Other Permitted Credit Exposure Documents, any Interest Rate Obligations or
any Currency Obligations, if any event of default under (A) any Interest Rate Agreement or Currency Agreement which is secured by the Pledged Collateral, (B) any obligations under any
New Senior Debt Documents which are secured by the Pledged Collateral, or (C) any obligations in respect of any Other Permitted Credit Exposure Documents which are secured by the Pledged
Collateral, as the case may be, or (iii) after such time as all Senior Secured Obligations shall have been indefeasibly paid in full, and provided  that the Pledged Collateral then secures the
payment and performance of the Second Priority Secured Obligations, if any event of default under any Existing Holdings Senior
Notes Indenture or any obligations under any Refinancing Senior Debt Documents which are secured by the Pledged Collateral or (iv) after such time as all Senior Secured Obligations and all
Second Priority Secured Obligations have been indefeasibly paid in full, and provided that the Pledged Collateral then secures the payment and performance of the Third Priority Secured Obligations, if
any event of default under any New Junior Debt Document (each of the events of default described in the foregoing clauses (i) through  (iv) (subject to any provisos set forth therein) being referred to herein as an "Event of
Default") shall have occurred and be continuing: 



        (a)   The
Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a secured party on default under the Uniform Commercial Code (the "Code") in effect in the State of New York at that time,
and the Collateral Agent may also in its sole discretion, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at
any exchange, broker's board or at any of the Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the
Collateral Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. The Collateral Agent or any other Secured Party may be
the purchaser of any or all of the Pledged Collateral at any such sale but shall not be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any
portion of the Pledged Collateral sold at such sale, to use and apply any of the Secured Obligations owed to such Person as a credit on account of the purchase price of any Pledged Collateral payable
by such Person at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of either Pledgor, and each Pledgor hereby waives (to the
extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each
Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to such Pledgor of the time and place of any public sale or the time after which any private sale
is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The
Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place
to which it was so adjourned. Each Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such
a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more
than one offeree. 



14





 

        (b)   Each
Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities
Act"), and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers
to those who will agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor
acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions (including, without
limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any private sale shall be deemed to have been
made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Collateral for the period
of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such Pledgor
would agree to do so. 


        (c)   If
the Collateral Agent determines to exercise its right to sell any or all of the Pledged Collateral, upon written request, each Pledgor shall and shall cause each
issuer of any Pledged Shares to be sold hereunder from time to time to furnish to the Collateral Agent all such information as the Collateral
Agent may request in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold by the Collateral Agent as exempt transactions under the
Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. 




        11.2    Decisions Relating to Exercise of Remedies.    Notwithstanding anything in this
Agreement to the contrary, as provided in the Intercreditor Agreement, the Collateral Agent shall exercise, or shall refrain from exercising, any remedy provided for in  Section 11 in accordance
with the instructions of Requisite Obligees (as defined in the Intercreditor Agreement) and the Interest Rate
Exchangers, the Currency Exchangers, any Other Permitted Credit Exposure Holders, the holders of any New Senior Debt or any New Senior Debt Representative, the holders of the Existing Holdings Senior
Notes and any Existing Holdings Senior Notes Trustee, the holders of any Refinancing Senior Debt and any Refinancing Senior Debt Representative and the holders of any New Junior Debt and any New
Junior Debt Representative shall be bound by such instructions; and the sole rights of the Interest Rate Exchangers, the Currency Exchangers, Other Permitted Credit Exposure Holders, the holders of
any New Senior Debt and any New Senior Debt Representative with respect thereto, holders of the Existing Holdings Senior Notes and the Existing Holdings Senior Notes Trustees, the holders of any
Refinancing Senior Debt, and the holders of any New Junior Debt and their respective representatives under this Agreement shall be to be secured by the Pledged Collateral and to receive the payments
provided for in Section 12 hereof. 



        11.3    Limitations on Exercise of Remedies.    Notwithstanding anything in this Agreement to
the contrary, as provided in the Intercreditor Agreement, (i) the Collateral Agent shall not exercise any remedy provided for in Section 11  for the purpose of realizing value on the Pledged
Collateral to be applied to the payment of the Second Priority Secured Obligations unless (a) such remedy is
concurrently being exercised for the purpose of realizing value on the Pledged Collateral to be applied to the payment of the Senior Secured Obligations or (b) all Senior Secured Obligations
shall have been indefeasibly paid in full, and (ii) the Collateral Agent shall not exercise any remedy provided for in Section 11 for the
purpose of realizing value on the Pledged Collateral to be applied to the payment of the Third Priority Secured Obligations unless (a) such remedy is concurrently being exercised for the
purpose of realizing value on the Pledged Collateral to be applied to the payment of the Senior Secured Obligations and the Second Priority Secured Obligations or (b) all Senior Secured
Obligations and all Second Priority Secured Obligations shall have been indefeasibly paid in full. 


15







   
        11.4    No Impairment of Subordination in Right of Payments.    The Intercreditor
Agreement
sets forth and any New Junior Debt Documents may set forth certain agreements of the Pledgors, and the holders of the New Junior Debt may be subject to certain obligations, which subordinate the right
of payment of such New Junior Debt to the prior payment of "Senior Indebtedness" or terms of similar import. Notwithstanding anything in this Agreement to the contrary, such agreements and obligations
of the Pledgors and the holders of the New Junior Debt shall not be impaired in any manner by the pledge of the Pledged Collateral, the security interests granted by this Agreement or the exercise of
rights provided hereunder, and the rights of the holders of such "Senior Indebtedness" shall not be impaired in any manner by any such action. 


SECTION 12. APPLICATION OF PROCEEDS.  


        After and during the continuance of an Event of Default, any cash held by the Collateral Agent as Pledged Collateral and all cash proceeds received by the
Collateral Agent (all such cash being "Proceeds") in respect of any sale of, collection from, or other realization upon all or any part of the Pledged
Collateral pursuant to the exercise by the Collateral Agent of its remedies as a secured creditor as provided in Section 11 of this Agreement
shall be applied promptly from time to time by the Collateral Agent as follows: 



        First, to the payment of the costs and expenses of such sale, collection or other realization, including reasonable compensation to the
Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith; 



        Second, to the payment of the Senior Secured Obligations (including any Aggregate Available Amount (as defined in the Security Agreement)
deposits into the L/C Collateral Account for outstanding Letters of Credit, provided that if such Letters of Credit expire without being fully drawn, then at that time, such excess amounts shall be
applied as provided in this Section 12 to then outstanding Senior Secured Obligations) for the ratable benefit of the holders thereof;  provided,
that, in making such application in respect of outstanding obligations under New Senior Debt
Documents, the Collateral Agent shall be entitled to deduct from the share of such Proceeds otherwise payable to the New Senior Debt Representatives the New Senior Debt holders' pro rata share of all
amounts that the Collateral Agent has been paid by the Paying Indemnifying Parties (such term being used in this Section 12 as defined in
Section 7(c) of the Intercreditor Agreement) pursuant to Section 7(c) of the Intercreditor Agreement; 


        Third, only after payment in full of all Senior Secured Obligations, to the payment of the Second Priority Secured Obligations for the
ratable benefit of the holders thereof; provided, that, that in making such application to the Existing
Holdings Senior Notes Trustees, the Collateral Agent shall be entitled to deduct from the share of such Proceeds otherwise payable to the holders of the Existing Holdings Senior Notes such holders'
pro rata share of all amounts that the Collateral Agent has been paid by the Paying Indemnifying Parties pursuant to Section 7(c) of the Intercreditor Agreement,  provided, further, that in making such application in respect of obligations outstanding under
Refinancing Senior Debt Documents, the Collateral Agent shall be entitled to deduct from the share of such Proceeds otherwise payable to the Refinancing Senior Debt Representatives such Refinancing
Senior Debt holders' pro rata share of all amounts that the Collateral Agent has been paid by the Paying Indemnifying Parties pursuant to Section 7(c) of the Intercreditor Agreement; 



        Fourth, only after payment in full of all Senior Secured Obligations and all Second Priority Secured Obligations, to the payment of the
Third Priority Secured Obligations for the ratable benefit of the holders thereof; provided, that, in
making such application in respect of obligations outstanding under New Junior Debt Documents, the Collateral Agent shall be entitled to deduct 



16





 




from
the share of such Proceeds otherwise payable to the New Junior Debt Representatives such New Junior Debt holders' pro rata share of all amounts that the Collateral Agent has been paid by the
Paying Indemnifying Parties pursuant to Section 7(c) of the Intercreditor Agreement; and 


        Fifth, after payment in full of all Secured Obligations, to applicable Pledgor, 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 Proceeds. 




        At
the time of any application of Proceeds by the Collateral Agent pursuant to this Section 12, the Collateral Agent shall provide
the Existing Holdings Senior Notes Trustees and any Other Permitted Credit Exposure Holder, New Senior Debt Representative, Refinancing Senior Debt Representative and/or New Junior Debt Representative
with a certificate setting forth the total amount paid to the Collateral Agent pursuant to Section 7(c) of the Intercreditor Agreement and a calculation of the amounts, if any, deducted from
Proceeds paid to Existing Holdings Senior Notes Trustees, Other Permitted Credit Exposure Holders, New Senior Debt Representatives, Refinancing Senior Debt Representatives or New Junior Debt
Representatives, as the case may be. 



SECTION 13. EXPENSES.  


        The Pledgors will upon demand pay to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel
and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of,
collection from, or other realization upon, any of the
Pledged Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party hereunder or (iv) the failure by any Pledgor to perform or
observe any of the provisions hereof. The Pledgors' obligations under this Section 13 shall be joint and several. 


SECTION 14. NO WAIVER.  


        No failure on the part of the Collateral Agent to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Collateral Agent of any right, power or remedy hereunder preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. The remedies herein provided are to the fullest extent permitted by law cumulative and are not exclusive of any remedies provided by law. 


SECTION 15. COLLATERAL AGENT.  


        The Collateral Agent has been appointed as Collateral Agent hereunder pursuant to the Intercreditor Agreement by the Lender Agent, the Existing Holdings Senior
Notes Trustees, the Existing Owens-Brockway Senior Secured Notes Trustees, the holders of the other obligations described on Schedule A to the Intercreditor Agreement, and, in the event that
any future Other Permitted Credit Exposure, future New Senior Debt, future Interest Rate Obligations, future Currency Obligations, Refinancing Senior Debt, or New Junior Debt are secured hereby, by
each future Other Permitted Credit Exposure Holder, future New Senior Debt Representative, each future Interest Rate Exchanger, each future Currency Exchanger, each Refinancing Senior Debt
Representative and each New Junior Debt Representative executing an acknowledgment to the Intercreditor Agreement and the Collateral Agent shall be entitled to the benefits of the Intercreditor
Agreement. The 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 action (including, without limitation, the release or substitution of Pledged Collateral) solely in accordance with this Agreement and the Intercreditor Agreement. The Collateral Agent may
resign and a successor Collateral Agent may be appointed in the manner provided in the Intercreditor Agreement. Upon the acceptance of any 


17





 



appointment
as a Collateral Agent by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of
the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement and shall deliver any Pledged
Collateral in its possession to the successor Collateral Agent. After any retiring Collateral Agent's resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken
or omitted to be taken by it under this Agreement while it was Collateral Agent. Anything contained in this Agreement to the contrary notwithstanding, in the event of any conflict between the express
terms and provisions of this Agreement and the express terms and provisions of the Intercreditor Agreement, such terms and provisions of the Intercreditor Agreement shall control. 


SECTION 16. INDEMNIFICATION.  


        Each Pledgor hereby agrees to indemnify the Collateral Agent for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in any way relating to or arising out of this
Agreement, the Intercreditor Agreement, the Credit Agreement, the Subsidiary Guaranty, the Interest Rate Agreements, the Currency Agreements, the Other Permitted Credit Exposure Documents, the
Existing Holdings Senior Notes, the Existing Holdings Senior Notes Indentures, any Existing Holdings Senior Notes Subordinated Guaranty, New Senior Debt Documents, Refinancing Senior Debt Documents or
New Junior Debt Documents or any other documents contemplated by or referred to therein or the transactions contemplated thereby or the enforcement of any of the terms hereof or of any such other
documents or otherwise arising or relating in any manner to the pledges, dispositions of Pledged Collateral or proceeds of Pledged Collateral, or other actions of any nature with respect to the
Pledged Collateral contemplated hereunder and under the Intercreditor Agreement to secure the payment of the Secured Obligations; provided,  however, that
the Pledgor shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the
Collateral Agent or failure by the Collateral Agent to exercise reasonable care in the custody and preservation of the Pledged Collateral as provided in  Section 10. 


SECTION 17. AMENDMENTS, ETC.  


        Prior to such time as all Senior Secured Obligations shall have been indefeasibly paid in full and the Credit Agreement has terminated and all Letters of Credit
have been cancelled, this Agreement may not be amended, modified or waived except with the written consent of the Pledgors, the Collateral Agent and the Lender Agent and, solely with respect to an
amendment of Section 12, the relative ranking or the priority of the security interests granted in  Section 1, this Section 17, or the release of Pledged Collateral except as herein
provided, with the written consent of each Interest Rate Exchanger (if the Pledged Collateral then secures such Interest Rate Exchanger), each Currency Exchanger (if the Pledged Collateral then
secures such Currency Exchanger), Other Permitted Credit Exposure Holder (if the Pledged Collateral then secures such Other Permitted Credit Exposure), any New Senior Debt Representative (if the
Pledged Collateral then secures New Senior Debt), the Existing Holdings Senior Notes Trustees (if the Pledged Collateral then secures the Existing Holdings Senior Notes) and any Refinancing Senior
Debt Representative (if the Pledged Collateral then secures Refinancing Senior Debt), in each case to the extent such Secured Party is affected thereby in a manner adverse to such party;  provided that
the written consent of the Lender Agent shall not be required if the Obligations have been indefeasibly paid in full and the Credit
Agreement has terminated and all Letters of Credit have been cancelled; provided, further, that if the
Obligations have been indefeasibly paid in full and the Credit Agreement has terminated and all Letters of Credit have been cancelled, the written consent of the holders of a majority of the
outstanding Interest Rate Obligations, Currency Obligations and New Senior Debt which are secured by the Pledged Collateral 


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shall
be required for any amendment, modification or waiver of this Agreement; provided, further, during
such time as the Pledged Collateral secures only the payment of the Second Priority Secured Obligations and Third Priority Secured Obligations, this Agreement may not be amended, modified or waived
except with the written consent of the Pledgors, the Collateral Agent, the Existing Holdings Senior Notes Trustees (if the Pledged Collateral then secures the Existing Holdings Senior Notes) and any
Refinancing Senior Debt Representative (if the Pledged Collateral then secures Refinancing Senior Debt), provided,  further, during such time as the Pledged
Collateral secures only the payment of the Third Priority Secured Obligations, this Agreement may not be
amended, modified or waived except with the written consent of the Pledgors, the Collateral Agent, and any New Junior Debt Representative (if the Pledged Collateral then secures New Junior Debt);  provided, however, that, notwithstanding the foregoing, no such written consent of any party (other than
the Lender Agent) shall be required with respect to amendments, modifications or waivers necessary to permit the incurrence of additional Indebtedness (including any successor or replacement facility
to the Credit Agreement) secured by the Pledged Collateral and entitled to the benefits hereof insofar as the foregoing is not prohibited by the applicable documents governing or evidencing the
Secured Obligations, including without limitation any amendments, modifications or waivers for the purpose of adding appropriate references to additional parties in, and according such parties the
benefits of, any of the provisions hereof and designating such parties as Senior Secured Parties (and the related obligations as Senior Secured Obligations), Second Priority Secured Parties (and the
related obligations as Second Priority Secured Obligations) or Third Priority Secured Parties (and the related obligations as Third Priority Secured Obligations), as applicable, in connection with the
incurrence of such indebtedness. 


SECTION 18. TERMINATION.  


        Upon the earlier to occur of (a) payment in full in cash of all Senior Secured Obligations (excluding the Other Permitted Credit Exposure, Interest Rate
Obligations and Currency Obligations and obligations under or in respect of the New Senior Debt Documents), the cancellation or termination of the Commitments and the cancellation or expiration of all
outstanding Letters of Credit, and upon the written election of Pledgors, and (b) the first date on which the Pledged Collateral no longer secures the Obligations and upon written election of
Pledgors, the security interests granted hereby and this Agreement shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgors, and the Collateral Agent shall,
upon the request and at the expense of the Pledgors, forthwith assign, transfer and deliver, against receipt and without recourse to the Collateral Agent, such of the Pledged Collateral as shall not
have been sold or otherwise applied pursuant to the terms hereof to or on the order of the Pledgors. 


        Notwithstanding
anything herein (including Section 20) to the contrary, if all the Obligations have either been paid in full in
cash or are no longer secured by any of the Pledged Collateral, this Agreement shall be terminable at the election of the Pledgors and upon the delivery of written notice of such election to the
Collateral Agent, this Agreement shall terminate and the Collateral Agent shall, at the expense of the Pledgors, forthwith assign, transfer and deliver against receipt and without recourse to the
Collateral Agent, such Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof to or on the order of the Pledgors. 


SECTION 19. ADDRESSES FOR NOTICES.  


        All notices and other communications provided for hereunder shall be in writing (including telegraphic or telecopy communication) and mailed, telegraphed,
telecopied or delivered, if to a Pledgor, addressed to it at the address set forth on the signature page of this Agreement, if to the Collateral Agent, addressed to it at the address set forth on the
signature page of this Agreement, if to the Lender Agent, addressed to it at the address set forth on the signature page of the Credit 


19





 



Agreement,
or as to any party at such other address as shall be designated by such party in a written notice to each other party complying as to delivery with the terms of this  Section 19. All such notices
and other communications shall be effective when received. 



SECTION 20. CONTINUING SECURITY INTEREST; TRANSFER OF NOTES.  


        Subject to Section 18, this Agreement shall create a continuing security interest in the Pledged Collateral
and shall (i) remain in full force and effect until indefeasible payment in full in cash of all Secured
Obligations, (ii) be binding upon the Pledgor, its successors and assigns, and (iii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the
Collateral Agent and each other Secured Party and each of their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but
subject to the provisions of subsection 10.2 of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any
other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders as Secured Parties herein or otherwise, (B) any Interest Rate
Exchanger or Currency Exchanger may assign or otherwise transfer any Interest Rate Agreement or Currency Agreement to which it is a party to any other Lender or Affiliate of a Lender in accordance
with the terms of such Interest Rate Agreement or Currency Agreement, and such other permitted assignee shall thereupon become vested with all the benefits in respect thereof granted to Interest Rate
Exchangers and/or Currency Exchanger as Secured Parties herein or otherwise, (C) any Other Permitted Credit Exposure Holder may assign or otherwise transfer any Other Permitted Credit Exposure
to any other Lender or Affiliate of Lender in accordance with the applicable Other Permitted Credit Exposure Documents and such other permitted assignee shall thereupon become vested with all the
benefits in respect thereof granted to such Other Permitted Credit Exposure Holder as a Secured Party herein or otherwise and (D) any holder of any Existing Holdings Senior Notes, New Senior
Debt, Refinancing Senior Debt or New Junior Debt may assign or otherwise transfer any Existing Holdings Senior Notes, New Senior Debt, Refinancing Senior Debt or New Junior Debt to any other Person in
accordance with the applicable Existing Holdings Senior Notes Indentures, New Senior Debt Documents, Refinancing Senior Debt Documents or New Junior Debt Documents and such other Person shall
thereupon become vested with all the benefits in respect thereof granted to such holder (or its representative) as a Secured Party herein or otherwise. 



SECTION 21. GOVERNING LAW; TERMS.  


        THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE CODE REQUIRES THAT THE PERFECTION OF THE SECURITY INTEREST
HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR PLEDGED COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. Unless otherwise defined herein or in the
Credit Agreement, terms defined in Articles 8 and 9 of the Code are used herein as therein defined. 



SECTION 22. CONSENT TO JURISDICTION AND SERVICE OF PROCESS.  


        All judicial proceedings brought against either Pledgor with respect to this Agreement may be brought in any state or federal court of competent jurisdiction in
the State of New York and by execution and delivery of this Agreement, each Pledgor accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive
jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. 


20





 



The
Pledgors designate and appoint C T Corporation System, The Corporation Trust Company, 1633 Broadway, New York, New York 10019 and such other Persons as may hereafter be
selected by the Pledgors, irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby
acknowledged by each Pledgor to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to the Pledgors at their addresses referred
to in Section 19, except that unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service
of process. If any agent appointed by the Pledgors refuses to accept service, each Pledgor hereby agrees that service upon it by mail shall constitute sufficient notice. Nothing herein shall affect
the right to serve process in any other manner permitted by law or shall limit the right of the Collateral Agent to bring proceedings against a Pledgor in the courts of any other jurisdiction. 


SECTION 23. SECURITY INTEREST ABSOLUTE.  


        All rights of the Collateral Agent and security interests hereunder, and all obligations of the Pledgors, hereunder shall be absolute and unconditional
irrespective of, and Pledgors hereby waive any and all defenses that they may now or in the future have arising out of: 



        (a)   any
lack of validity or enforceability of any of the Credit Agreement, any Interest Rate Agreement, any Currency Agreement, any Other Permitted Credit Exposure Guaranty,
any of the Existing Holdings Senior Notes, any Existing Holdings Senior Notes Indenture, the Existing Holdings Senior Notes Subordinated Guaranty, any New Senior Debt Document, any Refinancing Senior
Debt Document, any New Junior Debt Document, or any other agreement or instrument relating thereto; 


        (b)   any
change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent
to any departure from any of the Credit Agreement, Subsidiary Guaranty, any Interest Rate Agreement, any Currency Agreement, any Other Permitted Credit Exposure Document, the Existing Holdings Senior
Notes, any Existing Holdings Senior Notes Indenture, any Existing Holdings Senior Notes Subordinated Guaranty, any New Senior Debt Document, any Refinancing Senior Debt Document, or any New Junior
Debt Document; 


        (c)   any
exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to any departure from any guaranty, for
all or any of the Secured Obligations; or 


        (d)   any
other circumstance which might otherwise constitute a defense available to, or a discharge of, either Pledgor. 




SECTION 24. WAIVER OF JURY TRIAL.  


        EACH PLEDGOR AND COLLATERAL AGENT HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including
without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Each Pledgor and Collateral Agent acknowledge that this waiver is a material
inducement for each Pledgor and Collateral Agent to enter into a business relationship, that each Pledgor and Collateral Agent have 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 Pledgor and Collateral Agent further warrant and represent that each has reviewed this waiver with its legal
counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT 


21





 



MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 24 AND EXECUTED BY
EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed
as a written consent to a trial by the court. 



SECTION 25. COUNTERPARTS.  


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


[Remainder
of page intentionally left blank] 


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        IN WITNESS WHEREOF, the Pledgors have caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as
of the date first above written. 



	 
	 	 
	 

	 	 	Pledgor
	

 	
 	
OWENS-ILLINOIS GROUP, INC.
	

 	
 	

By:	

/s/  JAMES W. BAEHREN      

	 	 	Name:	James W. Baehren
	 	 	Title:	Vice President
	

 	
 	

Notice Address:
	

 	
 	

    One Seagate

    Toledo, Ohio 43666

    Attention: Treasurer
	

 	
 	

Pledgor
	

 	
 	
OWENS-BROCKWAY PACKAGING, INC.
	

 	
 	

By:	

/s/  JAMES W. BAEHREN      

	 	 	Name:	James W. Baehren
	 	 	Title:	Vice President
	

 	
 	

Notice Address:
	

 	
 	

    One Seagate

    Toledo, Ohio 43666

    Attention: Treasurer




23





 

        IN WITNESS WHEREOF, Collateral Agent has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized
as of the date first above written. 



	 
	 	 
	 

	 	 	Collateral Agent
	

 	
 	
DEUTSCHE BANK TRUST COMPANY AMERICAS,
	

 	
 	

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




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QuickLinks



Exhibit 4.21


AMENDED AND RESTATED PLEDGE AGREEMENT

R E C I T A L S