Exhibit 4.1


 




 





OWENS-BROCKWAY GLASS CONTAINER INC.


 


Issuer


 


and


 


The Guarantors set forth in Annex A attached hereto


 


INDENTURE


 


dated as of December 1, 2004


 


Law Debenture Trust Company of New York


 


Trustee


 


and


 


Deutsche
Bank Trust Company Americas


 


Registrar
and Dollar Notes Paying Agent


 


and


 


Deutsche
Bank AG, acting through its London Branch


 


Euro
Notes Paying Agent


 




 
























 


TABLE OF CONTENTS


 


	
  RECITALS
  OF THE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1.
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Certain
  Definitions.

  	
   

  
	
  Section 1.02.

  	
  Other Definitions.

  	
   

  
	
  Section 1.03.

  	
  Incorporation
  by Reference of Trust Indenture Act.

  	
   

  
	
  Section 1.04.

  	
  Rules of
  Construction.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2. THE SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Unlimited in
  Amount, Form and Dating.

  	
   

  
	
  Section 2.02.

  	
  Execution
  and Authentication.

  	
   

  
	
  Section 2.03.

  	
  Registrar
  and Paying Agent.

  	
   

  
	
  Section 2.04.

  	
  Paying Agent to
  Hold Money in Trust.

  	
   

  
	
  Section 2.05.

  	
  Holder Lists.

  	
   

  
	
  Section 2.06.

  	
  Transfer
  and Exchange.

  	
   

  
	
  Section 2.07.

  	
  Replacement
  Notes.

  	
   

  
	
  Section 2.08.

  	
  Outstanding
  Notes.

  	
   

  
	
  Section 2.09.

  	
  Temporary
  Notes.

  	
   

  
	
  Section 2.10.

  	
  Cancellation.

  	
   

  
	
  Section 2.11.

  	
  Defaulted
  Interest.

  	
   

  
	
  Section 2.12.

  	
  Special
  Record Dates.

  	
   

  
	
  Section 2.13.

  	
  CUSIP,
  Common Code and ISIN Numbers.

  	
   

  
	
  Section 2.14.

  	
  Denominations

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3. REDEMPTION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Notices
  to Trustee.

  	
   

  
	
  Section 3.02.

  	
  Selection
  of Notes to Be Redeemed.

  	
   

  
	
  Section 3.03.

  	
  Notice
  of Redemption.

  	
   

  
	
  Section 3.04.

  	
  Effect
  of Notice of Redemption.

  	
   

  
	
  Section 3.05.

  	
  Deposit
  of Redemption Price.

  	
   

  
	
  Section 3.06.

  	
  Notes
  Redeemed in Part.

  	
   

  
	
  Section 3.07.

  	
  Optional
  Redemption.

  	
   

  
	
  Section 3.08.

  	
  Mandatory
  Redemption.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4.
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Payment of Securities.

  	
   

  
	
  Section 4.02.

  	
  Maintenance
  of Office or Agency.

  	
   

  
	
  Section 4.03.

  	
  Commission
  Reports.

  	
   

  
	
  Section 4.04.

  	
  Compliance
  Certificate.

  	
   

  
	
  Section 4.05.

  	
  Taxes.

  	
   

  
	
  Section 4.06.

  	
  Stay,
  Extension and Usury Laws.

  	
   

  
	
  Section 4.07.

  	
  Corporate
  Existence.

  	
   

  



 





















 


	
  Section 4.08.

  	
  [Intentionally
  Omitted]

  	
   

  
	
  Section 4.09.

  	
  Fall-Away
  Event.

  	
   

  
	
  Section 4.10.

  	
  Offer
  to Repurchase Upon a Change of Control.

  	
   

  
	
  Section 4.11.

  	
  Asset
  Sales.

  	
   

  
	
  Section 4.12.

  	
  Restricted
  Payments.

  	
   

  
	
  Section 4.13.

  	
  Incurrence
  of Indebtedness and Issuance of Preferred Stock.

  	
   

  
	
  Section 4.14.

  	
  Liens.

  	
   

  
	
  Section 4.15.

  	
  Dividend
  and Other Payment Restrictions Affecting Restricted Subsidiaries.

  	
   

  
	
  Section 4.16.

  	
  Transactions
  with Affiliates.

  	
   

  
	
  Section 4.17.

  	
  Payments
  for Consent.

  	
   

  
	
  Section 4.18.

  	
  Designation
  of Restricted and Unrestricted Subsidiaries.

  	
   

  
	
  Section 4.19.

  	
  Limitations
  on Issuances of Guarantees of Indebtedness.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5. SUCCESSORS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  When
  OI Group May Merge, Etc.

  	
   

  
	
  Section 5.02.

  	
  Successor
  Corporation Substituted.

  	
   

  
	
  Section 5.03.

  	
  Assignment
  of Obligations.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6.
  DEFAULTS AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Events
  of Default.

  	
   

  
	
  Section 6.02.

  	
  Acceleration.

  	
   

  
	
  Section 6.03.

  	
  Other
  Remedies.

  	
   

  
	
  Section 6.04.

  	
  Waiver
  of Past Defaults.

  	
   

  
	
  Section 6.05.

  	
  Control
  by Majority.

  	
   

  
	
  Section 6.06.

  	
  Limitation
  on Suits.

  	
   

  
	
  Section 6.07.

  	
  Rights
  of Holders to Receive Payment.

  	
   

  
	
  Section 6.08.

  	
  Collection
  Suit by Trustee.

  	
   

  
	
  Section 6.09.

  	
  Trustee
  May File Proofs of Claim.

  	
   

  
	
  Section 6.10.

  	
  Priorities.

  	
   

  
	
  Section 6.11.

  	
  Undertaking
  for Costs.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7. TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Duties
  of Trustee.

  	
   

  
	
  Section 7.02.

  	
  Rights
  of Trustee.

  	
   

  
	
  Section 7.03.

  	
  Individual
  Rights of Trustee.

  	
   

  
	
  Section 7.04.

  	
  Trustee’s
  Disclaimer.

  	
   

  
	
  Section 7.05.

  	
  Notice
  of Defaults.

  	
   

  
	
  Section 7.06.

  	
  Reports
  by Trustee to Holders.

  	
   

  
	
  Section 7.07.

  	
  Compensation
  and Indemnity.

  	
   

  
	
  Section 7.08.

  	
  Replacement
  of Trustee.

  	
   

  
	
  Section 7.09.

  	
  Successor
  Trustee by Merger, Etc.

  	
   

  
	
  Section 7.10.

  	
  Eligibility;
  Disqualification.

  	
   

  
	
  Section 7.11.

  	
  Preferential
  Collection of Claims Against Company.

  	
   

  



 


v





















 


	
  ARTICLE 8.
  SATISFACTION AND DISCHARGE; DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Satisfaction
  and Discharge of Indenture.

  	
   

  
	
  Section 8.02.

  	
  Application
  of Trust Funds; Indemnification.

  	
   

  
	
  Section 8.03.

  	
  Legal
  Defeasance of Notes.

  	
   

  
	
  Section 8.04.

  	
  Covenant
  Defeasance.

  	
   

  
	
  Section 8.05.

  	
  Repayment
  to Company.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9.
  SUPPLEMENTS, AMENDMENTS AND WAIVERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Without
  Consent of Holders.

  	
   

  
	
  Section 9.02.

  	
  With
  Consent of Holders.

  	
   

  
	
  Section 9.03.

  	
  Revocation
  and Effect of Consents.

  	
   

  
	
  Section 9.04.

  	
  Notation
  on or Exchange of Notes.

  	
   

  
	
  Section 9.05.

  	
  Trustee/Agents
  to Sign Amendments, Etc.

  	
   

  
	
  Section 9.06.

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

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10. GUARANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Guarantee.

  	
   

  
	
  Section 10.02.

  	
  Limitation
  on Liability.

  	
   

  
	
  Section 10.03.

  	
  Execution
  and Delivery of Guarantee.

  	
   

  
	
  Section 10.04.

  	
  Successors and Assigns.

  	
   

  
	
  Section 10.05.

  	
  No
  Waiver.

  	
   

  
	
  Section 10.06.

  	
  Right
  of Contribution.

  	
   

  
	
  Section 10.07.

  	
  No
  Subrogation.

  	
   

  
	
  Section 10.08.

  	
  Additional
  Guarantors; Reinstatement of Guarantees.

  	
   

  
	
  Section 10.09.

  	
  Modification.

  	
   

  
	
  Section 10.10.

  	
  Release
  of Guarantor.

  	
   

  
	
  Section 10.11.

  	
  Merger,
  Consolidation and Sale of Assets of a Guarantor.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11.
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Indenture
  Subject to Trust Indenture Act.

  	
   

  
	
  Section 11.02.

  	
  Notices.

  	
   

  
	
  Section 11.03.

  	
  Communication
  by Holders with Other Holders.

  	
   

  
	
  Section 11.04.

  	
  Certificate
  and Opinion as to Conditions Precedent.

  	
   

  
	
  Section 11.05.

  	
  Statements
  Required in Certificate or Opinion.

  	
   

  
	
  Section 11.06.

  	
  Rules
  by Trustee and Agents.

  	
   

  
	
  Section 11.07.

  	
  Legal
  Holidays.

  	
   

  
	
  Section 11.08.

  	
  No
  Recourse Against Others.

  	
   

  
	
  Section 11.09.

  	
  Counterparts.

  	
   

  
	
  Section 11.10.

  	
  Governing
  Law.

  	
   

  
	
  Section 11.11.

  	
  Severability.

  	
   

  
	
  Section 11.12.

  	
  Effect
  of Headings, Table of Contents, Etc.

  	
   

  
	
  Section 11.13.

  	
  Successors
  and Assigns.

  	
   

  
	
  Section 11.14.

  	
  No
  Interpretation of Other Agreements.

  	
   

  



 


vi





















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  310(a)(1)

  	
   

  	
  7.09; 7.10

  
	
   (a)(2)

  	
   

  	
  7.10

  
	
   (a)(3)

  	
   

  	
  N.A.

  
	
   (a)(4)

  	
   

  	
  N.A.

  
	
   (a)(5)

  	
   

  	
  7.10

  
	
   (b)

  	
   

  	
  7.03, 7.08;
  7.10

  
	
   (c)

  	
   

  	
  N.A.

  
	
  311(a)

  	
   

  	
  7.11

  
	
   (b)

  	
   

  	
  7.11

  
	
   (c)

  	
   

  	
  N.A.

  
	
  312(a)

  	
   

  	
  2.05

  
	
   (b)

  	
   

  	
  11.03

  
	
   (c)

  	
   

  	
  11.03

  
	
  313(a)

  	
   

  	
  7.06

  
	
   (b)

  	
   

  	
  7.06

  
	
   (c)

  	
   

  	
  7.06; 11.02

  
	
   (d)

  	
   

  	
  7.06

  
	
  314(a)

  	
   

  	
  4.03

  
	
   (c)(1)

  	
   

  	
  11.04

  
	
   (c)(2)

  	
   

  	
  11.04

  
	
   (c)(3)

  	
   

  	
  N.A.

  
	
   (e)

  	
   

  	
  11.05

  
	
   (f)

  	
   

  	
  N.A.

  
	
  315(a)

  	
   

  	
  7.01(b)(ii);
  7.02

  
	
   (b)

  	
   

  	
  7.02; 7.05;
  11.02

  
	
   (c)

  	
   

  	
  7.01(a); 7.02

  
	
   (d)

  	
   

  	
  7.01(d); 7.02

  
	
   (e)

  	
   

  	
  6.11

  
	
  316(a)(last
  sentence)

  	
   

  	
  2.08

  
	
   (a)(1)(A)

  	
   

  	
  6.05

  
	
   (a)(1)(B)

  	
   

  	
  6.04

  
	
   (a)(2)

  	
   

  	
  N.A.

  
	
   (b)

  	
   

  	
  6.07

  
	
   (c)

  	
   

  	
  2.12; 9.03

  
	
  317(a)(1)

  	
   

  	
  6.08

  
	
   (a)(2)

  	
   

  	
  6.09

  
	
   (b)

  	
   

  	
  2.04

  
	
  318(a)

  	
   

  	
  11.01

  
	
   (b)

  	
   

  	
  N.A.

  
	
   (c)

  	
   

  	
  11.01

  



 










N.A. means not
applicable.


 


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


 


vii





















 


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


 


RECITALS OF THE COMPANY


 


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


 


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


 


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


 


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


 


ARTICLE 1.



DEFINITIONS AND INCORPORATION

BY REFERENCE


 


Section 1.01.                         Certain Definitions.


 


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


 


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


 





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2





















 


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


 


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


 


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


 


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


 


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


 


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


 


“Cash Equivalents”
means: (1) United States dollars; (2) securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality thereof and (a) backed by the full faith and credit of the
United States or (b) having a rating of at least AAA from S&P or at least
Aaa from Moody’s, in each case maturing not more than one year from the date of
acquisition; (3) securities issued by any state of the United States of America
or any political subdivision of any such state or any public instrumentality
thereof maturing within one year of the date of acquisition thereof and, at the
time of acquisition, having the highest rating obtainable from either S&P
or Moody’s; (4) certificates of deposit and eurodollar time deposits with
maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding one year and overnight bank deposits,
in each case, with any lender under the Credit Agreement or any domestic
commercial bank having capital and surplus of not less than $250.0 million; (5)
repurchase and reverse repurchase obligations for underlying securities of the
types described in clauses (2) and (4) above entered into with any financial
institution meeting the qualifications specified in clause (4) above; (6)
commercial paper having the highest rating obtainable from Moody’s or S&P
and in each case maturing within one year from the date of creation thereof;
and (7) money market


 


3





















 


funds at least 95% of the
assets of which constitute Cash Equivalents of the kinds described in clauses
(1) through (6) of this definition or that has a rating of at least AAA from
S&P or at least Aaa from Moody’s.


 


“Change of Control”
means the occurrence of any of the following: (1) OI Inc. or OI Group becomes
aware of (by way of a report or any other filing pursuant to Section 13(d)
of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition
by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2)
of the Exchange Act, or any successor provision), including any group acting
for the purpose of acquiring, holding or disposing of securities (within the
meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Principals
and their Related Parties, in a single transaction or in a related series of
transactions, by way of merger, consolidation or other business combination or
purchase of beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act, or any successor provision) of 35% or more of the total voting
power of the Voting Stock of OI Inc.; or (2) the first day on which a majority
of the members of the Board of Directors of OI Inc. are not Continuing
Directors; or (3) the Company consolidates with, or merges with or into, any
Person, or any Person consolidates with, or merges with or into the Company, in
any such event pursuant to a transaction in which any of the outstanding Voting
Stock of the Company or such other Person is converted into or exchanged for
cash, securities or other property, other than any such transaction where (A)
the Voting Stock of the Company outstanding immediately prior to such
transaction is converted into or exchanged for Voting Stock (other than
Disqualified Stock) of the surviving or transferee Person constituting a
majority of the outstanding shares of such Voting Stock of such surviving or
transferee Person (immediately after giving effect to such issuance) and (B)
immediately after such transaction, no “person” or “group” (as such terms are
used in Section 13(d) and 14(d) of the Exchange Act), other than the
Principals and their Related Parties, becomes, directly or indirectly, the
beneficial owner (as defined above) of 35% or more of the voting power of all
classes of Voting Stock of the Company; or (4) the first day on which OI Inc.
fails to own 100% of the issued and outstanding Equity Interests of OI Group.


 


“Clearstream” means
Clearstream Banking, S.A.


 


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


 


“Commission” means the Securities and Exchange Commission.


 


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


 


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


 


4





















 


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


 


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


 


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


 


5





















 


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


 


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


 


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


 


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


 


6





















 


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


 


“Credit Agreement Domestic Borrowers”
means the Company and OI Plastic Products FTS Inc., to the extent at the time
of determination such entity is a borrower under the Credit Agreement and any
other Domestic Subsidiary of OI Group that is, at the relevant time, a borrower
under the Credit Agreement.


 


“Credit Facilities”
means (1) one or more debt facilities (including, without limitation, the
Credit Agreement) or commercial paper facilities, in each case with banks or
other lenders providing for revolving credit loans, term loans, bankers
acceptances, receivables financing (including through the sale of receivables
to such lenders or to special purpose entities formed to borrow from such
lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced, refinanced or
otherwise restructured in whole or in part from time to time (collectively, “Bank Facilities”); and (2) notes,
debentures or other financing instruments or any combination thereof incurred
after the Issue Date (“Non-Bank Refinancing”),
including any refinancing thereof, to the extent such Non-Bank Refinancing
replaces, refinances or otherwise restructures Indebtedness under Credit
Facilities.


 


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


 


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


 


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


 


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


 


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


 


7





















 


the holders thereof have the
right to require OI Group or the Company to repurchase such Capital Stock upon
the occurrence of a change of control or an asset sale shall not constitute
Disqualified Stock if the terms of such Capital Stock provide that OI Group or
the Company may not repurchase or redeem any such Capital Stock pursuant to
such provisions unless such repurchase or redemption complies with Section 4.12.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8





















 


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


 


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


 


“Existing Indebtedness” means
the aggregate principal or commitment amount of Indebtedness of OI Group and
its Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the Issue Date, until such amounts are repaid or terminated.


 


“Existing IRBs” means
the Holmes County Ohio 5.85% Industrial Revenue Bonds due 2007, the Kansas
City, Missouri Industrial Development Revenue Bonds due 2008 and the City of
Mentor, Ohio Industrial Development Bonds due 2004, and any extensions,
renewals or refinancings thereof to the extent that such extensions, renewals
and refinancings thereof do not result in an increase in the aggregate
principal amount of such Existing IRBs.


 


“Existing Senior Notes” means
the Company’s 87/8% Senior Secured Notes due
2009, its 73⁄4% Senior Secured Notes due 2011, its 83⁄4% Senior Secured Notes due
2012 and its 81⁄4% Senior Notes due 2013.


 


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


 


“Fixed Charge Coverage Ratio”
means with respect to any specified Person and its Restricted Subsidiaries for
any period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Fixed Charges of such Person and
its Restricted Subsidiaries for such period. In the event that the specified
Person or any of its Restricted Subsidiaries incurs, assumes, guarantees,
repays, repurchases or redeems any Indebtedness or issues, repurchases or
redeems preferred stock subsequent to the commencement of the period for which
the Fixed Charge Coverage Ratio is being calculated and on or prior to the date
on which the event for which the calculation of the Fixed Charge Coverage Ratio
is made (the “Calculation Date”),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma
effect to such incurrence, assumption, Guarantee, repayment, repurchase or
redemption of Indebtedness, or such issuance, repurchase or redemption of
preferred stock, and the use of the proceeds therefrom as if the same had
occurred at the beginning of the applicable four-quarter reference period.  In addition, for purposes of calculating the
Fixed Charge Coverage Ratio: (1) acquisitions and dispositions that have been
made by the specified Person or any of its Restricted Subsidiaries, including
through mergers or consolidations and including any related financing
transactions, during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date shall be given pro
forma effect as if they had occurred on the first day of the four-quarter
reference period and Consolidated Cash Flow for such reference period shall be
calculated on a pro forma basis in accordance with Regulation S-X under the
Securities Act; (2) the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses
disposed of prior to the Calculation Date, shall be excluded; (3) the Fixed
Charges attributable to discontinued operations, as determined in accordance
with GAAP, and operations or businesses disposed of


 


9





















 


prior to the Calculation Date,
shall be excluded, but only to the extent that the obligations giving rise to
such Fixed Charges will not be obligations of the specified Person or any of
its Subsidiaries following the Calculation Date; (4) the consolidated interest
expense attributable to interest on any Indebtedness computed on a pro forma
basis and (a) bearing a floating interest rate shall be computed as if the rate
in effect on the date of computation had been the applicable rate for the
entire period and (b) that was not outstanding during the period for which the
computation is being made but which bears, at the option of such Person, a
fixed or floating rate of interest, shall be computed by applying at the option
of such Person either the fixed or floating rate; and (5) the consolidated
interest expense attributable to interest on any working capital borrowings
under a revolving credit facility computed on a pro forma basis shall be
computed based upon the average daily balance of such working capital
borrowings during the applicable period.


 


“Fixed Charges”
means, with respect to any specified Person and its Restricted Subsidiaries for
any period, the sum, without duplication, of: (1) the consolidated interest
expense of such Person and its Restricted Subsidiaries for such period, whether
paid or accrued, including, without limitation, amortization of debt issuance
costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, imputed interest with
respect to attributable debt, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers’ acceptance financings, and
net of the effect of all payments made or received pursuant to Hedging
Obligations; plus (2) the
consolidated interest of such Person and its Restricted Subsidiaries that was
capitalized during such period; plus
(3) interest actually paid by the Company or any such Restricted Subsidiary
under any Guarantee of Indebtedness or other obligation of any other Person; plus (4) the product of (a) all dividends,
whether paid or accrued and whether or not in cash, on any series of
Disqualified Stock or preferred stock of such Person or any of its Restricted
Subsidiaries, other than dividends on Equity Interests payable solely in Equity
Interests of OI Group (other than Disqualified Stock) or to OI Group or a
Restricted Subsidiary of OI Group, times (b) a fraction, the numerator of which
is one and the denominator of which is one minus the then current combined
federal, state and local statutory tax rate of such Person, expressed as a
decimal, in each case, on a consolidated basis and in accordance with GAAP.


 


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


 


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


 


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


 


10





















 


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


 


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


 


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


 


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


 


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


 


“Guarantors” means: (1) OI Group; (2) each direct or indirect
Domestic Subsidiary of OI Group (other than the Company) that guarantees the
Credit Agreement as of the Issue Date; and (3) each future direct or indirect
Domestic Subsidiary of OI Group that guarantees the Credit Agreement and
executes a Guarantee of the Notes in accordance with the provisions of this
Indenture; and their respective successors and assigns.


 


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


 


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


 


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


 


11





















 


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


 


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


 


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


 


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


 


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


 


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


 


“Investment Grade Permitted Liens” means:
(1) Liens arising under the Collateral Documents other than Liens securing the
OI Inc. Senior Notes on the Issue Date; (2) Liens incurred after the Issue Date
on the assets (including shares of Capital Stock and Indebtedness) of OI Group
or any Domestic Subsidiary of OI Group; provided,
however, that the aggregate
amount of Indebtedness and other obligations at any time outstanding secured by
such Liens pursuant to clause (1) above and this clause (2) shall not exceed
the sum of $5.5 billion plus 50% of Tangible Assets acquired by the Company or
any Domestic Subsidiary after January 24, 2002; (3) Liens in favor of OI
Group or any Domestic Subsidiary of OI Group; (4) Liens on property or shares
of capital stock of a Person existing at the time such Person is merged with or
into or consolidated with OI Group or any Domestic Subsidiary of OI Group; provided that such Liens


 


12





















 


were not incurred in connection
with or in contemplation of such merger or consolidation and do not extend to
any assets other than those of the Person merged into or consolidated with OI
Group or the Domestic Subsidiary; (5) Liens on property or shares of capital
stock existing at the time of acquisition thereof by OI Group or any Domestic
Subsidiary of OI Group, provided
that such Liens were not incurred in connection with or in contemplation of
such acquisition and do not extend to any property other than the property so
acquired by OI Group or the Domestic Subsidiary; (6) Liens (including
extensions and renewals thereof) upon real or personal (whether tangible or
intangible) property acquired after the Issue Date, provided that: (a) such Lien is created solely for the
purpose of securing Indebtedness incurred to finance all or any part of the
purchase price or cost of construction or improvement of property, plant or
equipment subject thereto and such Lien is created prior to, at the time of or
within 12 months after the later of the acquisition, the completion of
construction or the commencement of full operation of such property, plant or
equipment or to refinance any such Indebtedness previously so secured; (b) the
principal amount of the Indebtedness secured by such Lien does not exceed 100%
of such cost; and (c) any such Lien shall not extend to or cover any property
or assets other than such item of property or assets and any improvements on
such item; (7) Liens to secure any Capital Lease Obligation or operating
lease;  (8) Liens encumbering customary
initial deposits and margin deposits; (9) Liens securing Indebtedness under
Hedging Obligations; (10) Liens arising out of conditional sale, title
retention, consignment or similar arrangements for the sale of goods entered
into by OI Group or any of its Domestic Subsidiaries in the ordinary course of
business of OI Group and its Domestic Subsidiaries; (11) Liens on or sales of
receivables and customary cash reserves established in connection therewith;
(12) Liens securing OI Group’s or any of its Domestic Subsidiary’s obligations
in respect of bankers’ acceptances issued or created to facilitate the
purchase, shipment or storage of inventory or other goods; and (13) Liens for
taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings
promptly instituted and diligently concluded, provided
that any reserve or other appropriate provision as shall be required
in conformity with GAAP shall have been made therefor.


 


“Investment Grade Ratings”
means a debt rating of the Notes of BBB- or higher by S&P and Baa3 or
higher by Moody’s or the equivalent of such ratings by S&P or Moody’s or in
the event S&P or Moody’s shall cease rating the Notes and the Company shall
select any other Rating Agency, the equivalent of such ratings by such other
Rating Agency.


 


“Investments” means,
with respect to any Person, all direct or indirect investments by such Person
in other Persons in the forms of loans (including Guarantees thereof), advances
or capital contributions (excluding commission, travel and similar advances to
officers and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If OI Group or
any Restricted Subsidiary of OI Group sells or otherwise disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary of OI Group such
that, after giving effect to any such sale or disposition, such Person is no
longer a Restricted Subsidiary of OI Group, OI Group shall be deemed to have
made an Investment on the date of any such sale or disposition equal to the
Fair Market Value of the Equity Interests of such Restricted Subsidiary not
sold or disposed of in an amount determined as provided in the final paragraph
of Section 4.12. The acquisition by OI Group or any Restricted Subsidiary
of OI Group of a Person that holds an


 


13





















 


Investment in a third Person
shall be deemed to be an Investment by OI Group or such Restricted Subsidiary
in such third Person in an amount equal to the Fair Market Value of the
Investment held by the acquired Person in such third Person in an amount determined
as provided in the final paragraph of Section 4.12.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


14





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


15





















 


administrative costs and other
on-going expenses of OI Inc. in the ordinary course of business consistent with
past practices.


 


“OI Inc. Senior Notes”
means the Indebtedness of OI Inc. outstanding as of any date pursuant to its
$350.0 million aggregate principal amount of 7.15% Senior Notes due 2005,
$300.0 million aggregate principal amount of 8.10% Senior Notes due 2007,
$250.0 million aggregate principal amount of 7.35% Senior Notes due 2008,
$250.0 million aggregate principal amount of 7.50% Senior Debentures due 2010,
and $250.0 million aggregate principal amount of 7.80% Senior Debentures due
2018.


 


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


 


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


 


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


 


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


 


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


 


16





















 


“Permitted Liens”  means: (1) Liens arising under the Collateral
Documents other than Liens securing the OI Inc. Senior Notes on the Issue Date;
(2) Liens incurred after the Issue Date on the assets (including shares of
Capital Stock and Indebtedness) of OI Group or any Restricted Subsidiary of OI
Group; provided, however, that
the aggregate amount of Indebtedness and other obligations at any time
outstanding secured by such Liens pursuant to clause (1) above and this clause
(2) shall not exceed the sum of $5.5 billion plus 50% of Tangible Assets
acquired by the Company or any Guarantor or that are owned by any Restricted
Subsidiary that becomes a Guarantor after January 24, 2002; (3) Liens in
favor of OI Group or any Restricted Subsidiary of OI Group; (4) Liens on
property or shares of capital stock of a Person existing at the time such
Person is merged with or into or consolidated with OI Group or any Restricted
Subsidiary of OI Group; provided
that such Liens were not incurred in connection with or in contemplation of
such merger or consolidation and do not extend to any assets other than those
of the Person merged into or consolidated with OI Group or the Restricted
Subsidiary; (5) Liens on property or shares of capital stock existing at the
time of acquisition thereof by OI Group or any Restricted Subsidiary of OI
Group, provided that such Liens
were not incurred in connection with or in contemplation of such acquisition
and do not extend to any property other than the property so acquired by OI
Group or the Restricted Subsidiary; (6) Liens on property or shares of capital
stock of any Foreign Subsidiary, including shares of capital stock of any
Foreign Subsidiary owned by a Domestic Subsidiary, to secure Indebtedness of a
Foreign Subsidiary permitted to be incurred under this Indenture; (7) Liens
(including extensions and renewals thereof) upon real or personal (whether
tangible or intangible) property acquired after the Issue Date, provided that: (a) such Lien is created
solely for the purpose of securing Indebtedness incurred to finance all or any
part of the purchase price or cost of construction or improvement of property,
plant or equipment subject thereto and such Lien is created prior to, at the
time of or within 12 months after the later of the acquisition, the completion
of construction or the commencement of full operation of such property, plant
or equipment or to refinance any such Indebtedness previously so secured; (b)
the principal amount of the Indebtedness secured by such Lien does not exceed
100% of such cost; and (c) any such Lien shall not extend to or cover any
property or assets other than such item of property or assets and any
improvements on such item; (8) Liens to secure any Capital Lease Obligation or
operating lease; (9) Liens encumbering customary initial deposits and margin
deposits; (10) Liens securing Indebtedness under Hedging Obligations; (11)
Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into by OI Group or any of its
Restricted Subsidiaries in the ordinary course of business of OI Group and its
Restricted Subsidiaries; (12) Liens on or sales of receivables and customary
cash reserves established in connection therewith; (13) Liens securing OI Group’s
or any of its Restricted Subsidiaries’ obligations in respect of bankers’
acceptances issued or created to facilitate the purchase, shipment or storage
of inventory or other goods; and (14) Liens for taxes, assessments or
governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings promptly instituted and
diligently concluded, provided
that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor.


 


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


 


17





















 


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


 


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


 


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


 


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


 


“Principals” means
KKR and its Affiliates.


 


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


 


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


 


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


 


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


 


18





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Related Party”
means: (1) any controlling stockholder, partner, member, 80% (or more) owned
Subsidiary, or immediate family member (in the case of an individual) of any of
the Principals; or (2) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or Persons beneficially holding
an 80% or more controlling interest of which consist of any one or more
Principals and/or such other Persons referred to in the immediately preceding
clause (1).


 


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


 


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


 


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


 


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


 


19





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Security Agreement”
means the Amended and Restated Security Agreement, dated as of June 13,
2003, entered into by and among OI Group, each of the direct and indirect
subsidiaries of OI Group signatory thereto, each additional grantor that may
become a party thereto, and Deutsche Bank Trust Company Americas, as Collateral
Agent, as amended by the first amendment thereto dated as of March 15,
2004 and by the second amendment thereto dated as of October 7, 2004, and
as such agreement may be further amended, amended and restated, or otherwise
modified from time to time.


 


“Shelf Registration Statement” means
the shelf registration statement as defined in the Registration Rights
Agreement.


 


“Significant Subsidiary” means any Restricted Subsidiary of
OI Group that would be a “significant subsidiary” as defined in Article I,
Rule 1-02 of Regulation S-X promulgated pursuant to the Securities
Act, as such Regulation is in effect as of January 24, 2002.


 


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


 


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


 


20





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


21





















 


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


 


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


 


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


 


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


 


Section 1.02.                         Other Definitions.


 


	
  Term

  	
   

  	
  Defined in Section

  
	
   

  	
   

  	
   

  
	
  “Additional Securities”

  	
   

  	
   

  	
  2.01

  
	
  “Bankruptcy Law”

  	
   

  	
   

  	
  6.01

  
	
  “Custodian”

  	
   

  	
   

  	
  6.01

  
	
  “Event of Default”

  	
   

  	
   

  	
  6.01

  
	
  “Legal Holiday”

  	
   

  	
   

  	
  11.07

  
	
  “Obligations”

  	
   

  	
   

  	
  10.01

  
	
  “Payment Default”

  	
   

  	
   

  	
  6.01

  
	
  “Place of Payment”

  	
   

  	
   

  	
  2.01

  
	
  “redemption price”

  	
   

  	
   

  	
  3.03

  



 


Section 1.03.                         Incorporation by Reference of
Trust Indenture Act.


 


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


 


“indenture securities” means the Notes.


 


“indenture Holder” means a Holder.


 


“indenture to be qualified” means this
Indenture.


 


22





















 


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


 


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


 


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


 


Section 1.04.                         Rules of Construction.


 


Unless the context otherwise requires:


 


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


 


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


 


(iii)                               “or”
is not exclusive;


 


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


 


(v)                                 provisions
apply to successive events and transactions.


 


ARTICLE 2.


 


THE SECURITIES


 


Section 2.01.                         Unlimited in Amount, Form and
Dating.


 


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


 


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


 


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


 


23





















 


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


 


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


 


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


 


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


 


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Section 2.02.                         Execution and Authentication.


 


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


 


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


 


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


 


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


 


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


 


Section 2.03.                         Registrar and Paying Agent.


 


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


 


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


 


25





















 


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


 


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


 


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


 


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


 


Section 2.04.                         Paying Agent to Hold Money in
Trust.


 


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


 


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


 


26





















 


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


 


Section 2.05.                         Holder Lists.


 


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


 


Section 2.06.                         Transfer and Exchange.


 


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


 


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


 


27





















 


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


 


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


 


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

Section 2.06(h).


 


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


 


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


 


28





















 


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


 


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


 


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


 


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


 


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


 


(D)                               the
Registrar receives the following:


 


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


 


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


 


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


 


29





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


30





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(D)  the
Registrar receives the
following:


 


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


 


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


 


31





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


32





















 


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


 


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


 


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


 


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


 


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


 


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


 


(D)  the
Registrar receives the following:


 


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


 


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


 


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


 


33





















 


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


 


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


 


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


 


(i)                                     Private Placement Legend.


 


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


 


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


 


34





















 


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


 


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


 


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


 


35





















 


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


 


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


 


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


 


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


 


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


 


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


 


36





















 


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


 


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


 


(i)                                     General Provisions Relating to
Transfers and Exchanges.


 


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


 


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


 


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


 


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


 


37





















 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.07.                         Replacement
Notes.


 


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


 


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


 


38





















 


Section 2.08.                         Outstanding
Notes.


 


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


 


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


 


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


 


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


 


Section 2.09.                         Temporary
Notes.


 


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


 


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


 


Section 2.10.                         Cancellation.


 


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


 


39





















 


Section 2.11.                         Defaulted
Interest.


 


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


 


Section 2.12.                         Special Record Dates.


 


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


 


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


 


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


 


40





















 


Section 2.13.                         CUSIP, Common
Code and ISIN Numbers.


 


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


 


Section 2.14.                         Denominations


 


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


 


ARTICLE 3.



REDEMPTION


 


Section 3.01.                         Notices to
Trustee.


 


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


 


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


 


Section 3.02.                         Selection of
Notes to Be Redeemed.


 


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


 


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


 


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


 


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


 


41





















 


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


 


Section 3.03.                         Notice of
Redemption.


 


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


 


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


 


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


 


(1)                                  the redemption date;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


42





















 


Section 3.04.                         Effect of
Notice of Redemption.


 


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


 


Section 3.05.                         Deposit of
Redemption Price.


 


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


 


Section 3.06.                         Notes Redeemed in Part.


 


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


 


Section 3.07.                         Optional
Redemption.


 


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


 


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


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2009

  	
   

  	
  103.375

  	
  %

  
	
  2010

  	
   

  	
  102.250

  	
  %

  
	
  2011

  	
   

  	
  101.125

  	
  %

  
	
  2012 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


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


 


43





















 


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


 


(1)                                  at
least 60% of the aggregate principal amount of Dollar Notes (calculated after
giving effect to any issuance of Additional Dollar Notes) issued under this
Indenture remains outstanding immediately after the occurrence of such
redemption of Dollar Notes (excluding Dollar Notes held by OI Inc. and its
Subsidiaries); and at least 60% of the aggregate principal amount of the Euro
Notes (calculated after giving effect to any issuance of Additional Euro Notes)
issued under this Indenture remains outstanding immediately after the
occurrence of such redemption of Euro Notes (excluding Euro Notes held by OI
Inc. and its Subsidiaries); and


 


(2)                                  the redemption must occur within 60 days of the date of the
closing of such Equity Offering.


 


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


 


(d)                                 At
any time prior to December 1, 2009, all the Notes may be redeemed, in
whole but not in part, at the option of the Company upon the occurrence of a
Change of Control, upon not less than 10 nor more than 60 days’ prior notice
(but in no event more than 90 days after the occurrence of such Change of
Control) mailed by first class mail to each Holder’s registered address, at a
redemption price equal to 100% of the principal amount of Notes redeemed plus
the Applicable Premium as of, and accrued and unpaid interest and Additional
Interest, if any, to, the date of redemption (subject to the right of Holders
of record on the relevant record date to receive interest due on the Notes on
the relevant Interest Payment Date).


 


“Applicable Premium”
means, with respect to any Note on any redemption date, the greater of:


 


(1)                                  1.0%
of the principal amount of such Note; or


 


(2)                                  the excess of:


 


(a)                                  the
present value at such redemption date of (1) the redemption price of such Note
at December 1, 2009 (such redemption price being set forth in the table
above) plus (2) all required interest payments due on such Note through December 1,
2009 (excluding accrued but unpaid interest to the redemption date), computed
using a discount rate equal to


 


44





















 


the Treasury Rate, in the case of Dollar
Notes, and the Bund Rate, in the case of Euro Notes, as of such redemption date
plus 50 basis points; over


 


(b)                                 the principal amount of such Note.


 


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


 


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


 


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


 


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


 


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


 


“Treasury Rate”
means, as of any redemption date, the yield to maturity as of such redemption
date of United States Treasury securities with a constant maturity (as compiled
and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two
Business Days prior to the redemption date (or, if such statistical release is
no longer published, any publicly available source of similar market data))
most nearly


 


45





















 


equal
to the period from the redemption date to December 1, 2009; provided, however, that if the period from
the redemption date to December 1, 2009 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to
a constant maturity of one year shall be used.


 


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


 


Section 3.08.                         Mandatory
Redemption.


 


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


 


ARTICLE 4.


 


COVENANTS


 


Section 4.01.                         Payment of Securities.


 


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


 


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


 


Section 4.02.                         Maintenance of
Office or Agency.


 


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


 


46





















 


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


 


Section 4.03.                         Commission
Reports.


 


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


 


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


 


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


 


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


 


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


 


47





















 


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


 


Section 4.04.                         Compliance
Certificate.


 


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


 


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


 


Section 4.05.                         Taxes.


 


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


 


Section 4.06.                         Stay, Extension and Usury Laws.


 


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


 


Section 4.07.                         Corporate
Existence.


 


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


 


48





















 


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


 


Section 4.08.                         [Intentionally Omitted]


 


Section 4.09.                         Fall-Away
Event.


 


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


 


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


 


Neither OI Group nor any of its Domestic Subsidiaries shall create,
incur, or permit to exist, any Lien on any of their respective assets, whether
now owned or hereafter acquired, in order to secure any Indebtedness of either
of OI Group or any of its Domestic Subsidiaries, without effectively providing
that the Notes shall be equally and ratably secured until such time as such
Indebtedness is no longer secured by such Lien, except: (i) Liens on cash and
Cash Equivalents securing obligations in respect of letters of credit in
accordance with the terms of the Credit Agreement; (ii) Liens existing on the
Issue Date; (iii) Liens granted after the Issue Date on any assets of OI Group
or any of its Domestic Subsidiaries securing Indebtedness of OI Group or any of
its Domestic Subsidiaries created in favor of the Holders of the Notes; (iv)
Liens securing Indebtedness which is incurred to extend, renew or refinance
Indebtedness which is secured by Liens permitted to be incurred under this
Indenture; provided that such
Liens do not extend to or cover any assets of OI Group or any of its Domestic
Subsidiaries other than the assets securing the Indebtedness being extended,
renewed or refinanced and that the principal or commitment amount of such
Indebtedness does not exceed the principal or commitment amount of the
Indebtedness being extended, renewed or refinanced at the time of such
extension, renewal or refinancing, or at the time the Lien was issued, created
or assumed or otherwise permitted; (v) Investment Grade Permitted Liens; or
(vi) Liens created in substitution of or as replacement for any Liens permitted
by the preceding clauses (i) through (v) or this clause (vi), provided that, based on a good faith
determination of an officer of the Company, the assets encumbered under any
such substitute or replacement Lien is substantially similar in value to the
assets encumbered by the otherwise permitted Lien which is being replaced. Upon
the assignment of the Company’s obligations under this Indenture to OI Inc. as
described in Section 5.03 of this Indenture, the limitations described in
this paragraph shall apply to Liens securing Indebtedness of OI Inc. and its
Domestic Subsidiaries in lieu of Liens securing Indebtedness of OI Group and
its Domestic Subsidiaries and references to OI Group or the Company in the
definition of “Investment Grade Permitted Liens” shall become references to OI
Inc., unless the context otherwise requires.


 


49





















 


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


 


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


 


If a Change of Control occurs, unless the Company has exercised its
right to redeem the Notes under Section 3.07, each Holder of Notes shall
have the right to require the Company to repurchase all or any part (equal to
$50,000 in the case of Dollar Notes and €50,000 in the case of Euro Notes or,
in each case, an integral multiple of $1,000 or €1,000 as applicable) of that
Holder’s Notes pursuant to a change of control offer on the terms set forth in
this Indenture (a “Change of Control Offer”).
In the Change of Control Offer, the Company shall offer a payment in cash equal
to 101% of the aggregate principal amount of Notes repurchased plus accrued and
unpaid interest and Additional Interest, if any, thereon, to the date of
purchase (the “Change of Control Payment”).
Within 30 days following any Change of Control, the Company shall mail a notice
to each Holder at its registered address. 
The notice shall contain all instructions and materials necessary to
enable such Holder to tender Notes pursuant to the Change of Control
Offer.  Any Change of Control Offer shall
be made to all Holders.  The notice,
which shall govern the terms of the Change of Control Offer, shall state: (1)
that the Change of Control Offer is being made pursuant to this Section 4.10;
(2) the Change of Control Payment and the date on which Notes tendered and
accepted for payment shall be purchased, which date shall be at least 30 days
and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that
any Note not tendered or accepted for payment shall continue to accrete or
accrue interest; (4) that, unless the Company defaults in making such payment,
any Note accepted for payment pursuant to the Change of Control Offer shall
cease to accrete or accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to any Change of Control
Offer shall be required to surrender the Note, with the form entitled “Option
of Holder to Elect Purchase” on the reverse of the Note completed, or transfer
by book-entry transfer, to the Company, a depositary, if appointed by the
Company, or the Paying Agent at the address specified in the notice at least
three days before the Change of Control Payment Date; (6) that Holders shall be
entitled to withdraw their election if the Company, the depositary or the
Paying Agent, as the case may be, receives, not later than the Change of
Control Payment Date, a notice setting forth the name of the Holder, the
principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note purchased; (7)
that Notes and portions of Notes purchased shall be in amounts of $50,000 in
the case of Dollar Notes and €50,000 in the case of Euro Notes or, in each
case, an integral multiple of $1,000 or €1,000 in excess thereof, as
applicable, except that if all of the Notes of a Holder are to be purchased,
the entire outstanding amount of Notes held by such Holder, even if not $50,000
in the case of Dollar Notes and €50,000 in the case of Euro Notes or, in each
case, an integral multiple of $1,000 or €1,000 in excess thereof, as
applicable, shall be purchased; and (8) that Holders whose Notes were purchased
only in part shall be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered (or transferred by book-entry
transfer), which unpurchased portion must be equal to $50,000 in the case of
Dollar Notes and €50,000 in the case of Euro Notes or, in each case, an
integral multiple of $1,000 or €1,000 in excess thereof, as applicable. 


 


50





















 


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


 


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


 


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


 


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


 


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


 


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


 


The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date.


 


The provisions set forth above that require the Company to make a
Change of Control Offer following a Change of Control shall be applicable
regardless of whether or not any other provisions of this Indenture are
applicable.


 


Notwithstanding anything to the contrary in this Section 4.10, the
Company shall not be required to make a Change of Control Offer upon a Change
of Control if a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this Section 4.10
and purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.


 


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


 


51





















 


Section 4.11.                         Asset Sales.


 


OI Group shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:


 


(1)                                  OI
Group (or the Restricted Subsidiary, as the case may be) receives consideration
at the time of such Asset Sale at least equal to the Fair Market Value of the
assets or Equity Interests issued or sold or otherwise disposed of;


 


(2)                                  such
Fair Market Value is determined in good faith by OI Group and a certification
to that effect is set forth in an Officers’ Certificate delivered to the
Trustee; and


 


(3)                                  at least 75% of the consideration therefor received by OI
Group or such Restricted Subsidiary is in the form of cash. For purposes of
this provision, each of the following shall be deemed to be cash:


 


(a)                                  any
liabilities (as shown on OI Group’s or such Restricted Subsidiary’s most recent
balance sheet) of OI Group or any Restricted Subsidiary of OI Group (other than
liabilities that are by their terms subordinated to the Notes or any Guarantee
of the Notes) that are assumed by the transferee of any such assets which
assumption releases OI Group or such Restricted Subsidiary from further
liability;


 


(b)                                 any
securities, notes or other obligations received by OI Group or any such
Restricted Subsidiary from such transferee that are converted within 180 days
by OI Group or such Restricted Subsidiary into cash (to the extent of the cash
received in that conversion); and


 


(c)                                  any
Designated Noncash Consideration received by OI Group or any Restricted
Subsidiary of OI Group in such Asset Sale having an aggregate Fair Market
Value, taken together with all other Designated Noncash Consideration received
pursuant to this clause (c) that is at that time outstanding, not to exceed
5.0% of Tangible Assets at the time of the receipt of such Designated Noncash
Consideration (with the Fair Market Value of each item of Designated Noncash
Consideration being measured at the time received and without giving effect to
subsequent changes in value);


 


provided, that the
75% limitation referred to in clause (3) above shall not apply to any Asset
Sale in which the cash portion of such consideration received therefor on an
after-tax basis, determined in accordance with clause (3) above, is equal to or
greater than what the after-tax net proceeds would have been had such
transaction complied with such 75% limitation.


 


52





















 


Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, OI Group or such Restricted Subsidiary may apply such Net Proceeds at its
option:


 


(1)                                  to
repay senior Indebtedness of the Company or any Guarantor and, if the senior
Indebtedness of the Company or any Guarantor repaid is revolving credit
Indebtedness, to correspondingly reduce commitments with respect thereto, if
the terms of such revolving credit Indebtedness would require such a commitment
reduction; provided, however,
that a non-Guarantor Restricted Subsidiary may use the Net Proceeds from an
Asset Sale to repay senior Indebtedness of OI Group or any Restricted
Subsidiary of OI Group;


 


(2)                                  to make payments required to be made with respect to the
outstanding OI Inc. Senior Notes;


 


(3)                                  to acquire all or substantially all of the assets of, or a
majority of the Voting Stock of, a Permitted Business;


 


(4)                                  to make a capital expenditure in or that is used or useful
in a Permitted Business;


 


(5)                                  to acquire other long-term assets in or that are used or
useful in a Permitted Business; or


 


(6)                                  to
make an Investment in any one or more businesses (provided that such Investment in any business may be in the
form of the acquisition of Capital Stock so long as it results in OI Group or a
Restricted Subsidiary of OI Group, as the case may be, owning a majority of the
Capital Stock of such business), properties or assets that replace the
businesses, properties and assets that are the subject of such Asset Sale; provided, however,
that any such business, properties and assets of OI Group or a Guarantor that
are the subject of an Asset Sale are invested in one or more businesses,
properties or assets that constitute or are owned or shall be owned by a
Guarantor or a Restricted Subsidiary that becomes a Guarantor.


 


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


 


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


 


53





















 


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


 


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


 


Section 4.12.                         Restricted
Payments.


 


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


 


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


 


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


 


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


 


54





















 


Notes, except
for (a) payments of or related to Intercompany Indebtedness (other than
Intercompany Indebtedness owing to OI Inc. by OI Group), (b) a payment of
interest or Principal at the Stated Maturity thereof (other than Intercompany
Indebtedness owing to OI Inc. by OI Group) or (c) the purchase, repurchase,
defeasance, acquisition or retirement for value of Indebtedness of a Foreign
Subsidiary by a Foreign Subsidiary; or


 


(4)                                  make any Restricted Investment (all such payments and other
actions set forth in clauses (1) through (4) being collectively referred to as “Restricted Payments”),


 


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


 


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


 


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


 


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


 


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


 


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


 


55





















 


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


 


(d)                                 $15.0 million.


 


So long as (solely with respect to clauses (2), (3), (5) and (7) below)
no Event of Default has occurred and is continuing or would be caused thereby,
the preceding provisions shall not prohibit:


 


(1)                                  the payment of any dividend within 60 days after the date of
declaration thereof, if at said date of declaration such payment would have
complied with the provisions of this Indenture;


 


(2)                                  the
redemption, repurchase, retirement, defeasance or other acquisition of any
Indebtedness of OI Group or any Restricted Subsidiary of OI Group or of any
Equity Interests of OI Group in exchange for, or out of the net cash proceeds
of the substantially concurrent sale (other than to a Subsidiary of OI Group)
of, Equity Interests of OI Group (other than Disqualified Stock); provided that the amount of any such net
cash proceeds that are utilized for any such redemption, repurchase,
retirement, defeasance or other acquisition shall be excluded from clause
(3)(b) of the preceding paragraph;


 


(3)                                  the defeasance, redemption, repurchase or other acquisition
of the OI Inc. Senior Notes;


 


(4)                                  the defeasance, redemption, repurchase or other acquisition
of subordinated Indebtedness of OI Group (other than the OI Inc. Senior Notes)
or any Restricted Subsidiary of OI Group with the net cash proceeds from an
incurrence of Permitted Refinancing Indebtedness;


 


(5)                                  the
repurchase, redemption or other acquisition or retirement (or dividends or
distributions to OI Inc. or payments of Intercompany Indebtedness, in each
case, to finance such repurchase, retirement or other acquisition) for value of
any Equity Interests of OI Inc., OI Group or any Restricted Subsidiary of OI
Group held by any member of OI Inc.’s, OI Group’s or any Restricted Subsidiary
of OI Group’s management; provided
that the aggregate price paid for all such repurchased, redeemed, acquired or
retired Equity Interests shall not exceed $5.0 million in any twelve-month
period;


 


(6)                                  any OI Inc. Ordinary Course Payment; and


 


(7)                                  dividends or distributions to OI Inc. or payments of
Intercompany Indebtedness to allow OI Inc. to pay cash dividends on any shares
of


 


56





















 


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


 


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


 


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


 


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


 


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


 


(1)                                  the
incurrence by OI Group or its Restricted Subsidiaries of Indebtedness under
Credit Facilities (and the incurrence of Guarantees thereof) in an aggregate
principal amount at any one time outstanding (with letters of credit being
deemed to have a principal amount equal to the maximum potential liability of
the Company and its Restricted Subsidiaries thereunder) not to exceed $4.5
billion (of which not more than $1.75 billion of such Indebtedness shall be
incurred by Restricted Subsidiaries that are not Guarantors);


 


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


 


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


 


(4)                                  the
incurrence by OI Group or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, in an aggregate principal amount at
any time outstanding, including all Permitted


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


58





















 


deemed, in each case, to constitute an
incurrence of such Indebtedness by OI Group or such Restricted Subsidiary, as
the case may be, that was not permitted by this clause (8);


 


(9)                                  the incurrence by OI Group or any of its Restricted
Subsidiaries of Hedging Obligations;


 


(10)                            provided that so long as no Default shall
have occurred or be continuing or would be caused thereby, the incurrence by
any Foreign Subsidiary of OI Group of Indebtedness in an aggregate principal
amount (or accreted value, as applicable) at any time outstanding, not to
exceed $300.0 million, in addition to the $1.75 billion of Indebtedness that
may be incurred under clause (1) of this paragraph;


 


(11)                            (i)
the Guarantee by the Company or any of the Guarantors of Indebtedness of OI
Group or any Restricted Subsidiary of OI Group and (ii) the Guarantee by any
Foreign Subsidiary of Indebtedness of OI Group or any Restricted Subsidiary of
OI Group, in each case, that was permitted to be incurred by another provision
of this Section 4.13;


 


(12)                            the
accrual of interest, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms and the payment of dividends on Disqualified
Stock in the form of additional shares of the same class of Disqualified Stock
shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.13
or an issuance of Disqualified Stock; provided,
in each such case, that the amount thereof is included in Fixed Charges of OI
Group as accrued;


 


(13)                            the
incurrence by OI Group or any of its Restricted Subsidiaries of additional
Indebtedness in an aggregate principal amount (or accreted value, as
applicable) at any time outstanding, including all Permitted Refinancing Indebtedness
incurred to refund, refinance or replace any Indebtedness incurred pursuant to
this clause (13), not to exceed $300.0 million;


 


(14)                            Indebtedness
arising from agreements of OI Group or a Restricted Subsidiary of OI Group
providing for indemnification, adjustment of purchase price or similar
obligations, in each case, incurred or assumed in connection with the
disposition of any business, assets or a Subsidiary, other than Guarantees of
Indebtedness incurred by any Person acquiring all or any portion of such
business, assets or a Subsidiary for the purpose of financing such acquisition;
provided, however, that (i) such
Indebtedness is not reflected on the balance sheet of OI Group or any such
Restricted Subsidiary of OI Group (contingent obligations referred to in a
footnote to financial statements and not otherwise reflected on the balance
sheet shall not be deemed to be reflected on such balance sheet for


 


59





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


60





















 


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


 


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


 


Section 4.14.                         Liens.


 


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


 


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


 


(2)                                  Liens
existing on the Issue Date;


 


(3)                                  Liens
granted after the Issue Date on any assets of OI Group or any of its Restricted
Subsidiaries securing Indebtedness of OI Group or any of its Restricted
Subsidiaries created in favor of the Holders of the Notes;


 


(4)                                  Liens
securing Indebtedness of OI Group or any Restricted Subsidiary of OI Group
which is incurred to extend, renew or refinance Indebtedness which is secured
by Liens permitted to be incurred under this Indenture; provided that such Liens do not extend to
or cover any assets of OI Group or any Restricted Subsidiary of OI Group other
than the assets securing the Indebtedness being extended, renewed or refinanced
and that the principal or commitment amount of such Indebtedness does not
exceed the principal or commitment amount of the Indebtedness being extended,
renewed or refinanced at the time of such extension, renewal or refinancing, or
at the time the Lien was issued, created or assumed or otherwise permitted;


 


(5)                                  Permitted
Liens; and


 


(6)                                  Liens
created in substitution of or as replacements for any Liens permitted by the
preceding clauses (1) through (5) or this clause (6), provided that, based on a good faith
determination of an officer of the Company, the assets encumbered under any
such substitute or replacement Lien is


 


61





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


However, the preceding restrictions shall not apply to encumbrances or
restrictions existing under or by reason of:


 


(1)                                  agreements
governing Existing Indebtedness, Credit Facilities, charter documents and
shareholder agreements as in effect on the Issue Date, and any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings thereof, provided
that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings are no more restrictive,
taken as a whole, with respect to such dividend and other payment restrictions
than those contained in such Existing Indebtedness, Credit Facilities, charter
documents and shareholders agreements as in effect on the Issue Date;


 


(2)                                  this Indenture, the Notes, the Collateral Documents, the
Offshore Collateral Documents and the Guarantees of the Notes;


 


(3)                                  applicable law;


 


(4)                                  any instrument governing Indebtedness or Capital Stock of a
Person acquired by OI Group or any of its Restricted Subsidiaries as in effect
at the time of such acquisition (except to the extent such Indebtedness was


 


62





















 


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


 


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


 


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


 


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


 


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


 


(9)                                  Permitted
Liens or Investment Grade Permitted Liens securing Indebtedness that limit the
right of the debtor to dispose of the assets subject to such Lien.


 


Nothing contained in this Section 4.15 shall prevent OI Group or a
Restricted Subsidiary of OI Group from entering into any agreement (x)
permitting or providing for the incurrence of Liens otherwise permitted by Section 4.14
or (y) restricting the sale or other disposition of property securing
Indebtedness.


 


Section 4.16.                         Transactions
with Affiliates.


 


OI Group shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an “Affiliate
Transaction”) involving aggregate payments in consideration in
excess of $5.0 million, unless:


 


(1)                                  such
Affiliate Transaction is on terms that are no less favorable to OI Group or the
relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by OI Group or such Restricted Subsidiary with an
unrelated Person; and


 


63





















 


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


 


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


 


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


 


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


 


(3)                                  payment
of reasonable directors’ fees;


 


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


 


(5)                                  the
payment of customary annual management, consulting, monitoring and advisory
fees and related expenses to KKR and its Affiliates;


 


(6)                                  the
payment of reasonable and customary fees paid to, and indemnity provided on
behalf of, officers, directors, employees or consultants of OI Group, any of
its direct or indirect parent corporations or any Restricted Subsidiary of OI
Group;


 


(7)                                  payments
by OI Group or any of its Restricted Subsidiaries to KKR and its Affiliates for
any financial advisory, financing, underwriting or placement services or in
respect of other investment banking activities, including, without limitation,
in connection with acquisitions or divestitures which payments are approved by
a majority of the Board of Directors of OI Group in good faith;


 


(8)                                  transactions
in which OI Group or any of its Restricted Subsidiaries, as the case may be,
delivers to the Trustee a letter from an investment banking firm of nationally
recognized standing stating that such transaction is fair to OI Group or such
Restricted Subsidiary from a financial point of view or meets the requirements
of clause (1) of the preceding paragraph;


 


(9)                                  in
addition to any payments referred to in (6) above, payments or loans to
officers, directors and employees of OI Group, any of its direct or indirect
parent corporations or any Restricted Subsidiary of OI Group for business or
personal purposes and other loans and advances, in accordance with any policy
of OI Group which shall have been approved by the Board of


 


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Directors of OI Group in good
faith from time to time, to such officers, directors and employees for travel,
entertainment, moving and other relocation expenses made in the ordinary course
of business of OI Group, any of its direct or indirect parent corporations or
any Restricted Subsidiary of OI Group;


 


(10)                            any
agreement in effect as of the Issue Date or any amendment thereto (so long as
such amendment is not disadvantageous to the Holders in any material respect)
or any transaction contemplated thereby;


 


(11)                            transactions
with customers, clients, suppliers or purchasers or sellers of goods or
services, in each case in the ordinary course of business which are fair to OI
Group or its Restricted Subsidiaries, in the reasonable determination of the
Board of Directors of OI Group or the senior management thereof;


 


(12)                            the
issuance of Equity Interests (other than Disqualified Stock) of OI Group or the
Company to any  Principal; and


 


(13)                            transactions
involving the sale of accounts receivables by OI Group or any of its Restricted
Subsidiaries or a special purpose vehicle established by any of them to
purchase and sell receivables.


 


Section 4.17.                         Payments
for Consent.


 


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


 


Section 4.18.                         Designation
of Restricted and Unrestricted Subsidiaries.


 


The Board of Directors of OI Group may
designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that
designation would not cause a Default; provided
that in no event shall the business currently operated by the
Company be transferred to or held by an Unrestricted Subsidiary. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate Fair Market Value of all outstanding Investments owned by OI Group
and its Restricted Subsidiaries in the Subsidiary so designated shall be deemed
to be a Restricted Investment made as of the time of such designation and that
designation shall only be permitted if such Investment would be permitted at
that time and if such Restricted Subsidiary otherwise meets the definition of
an Unrestricted Subsidiary. The Board of Directors of OI Group may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be
deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of OI
Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if (1) such Indebtedness is permitted
pursuant to Section 4.13, calculated


 


65





















 


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


 


Section 4.19.                         Limitations
on Issuances of Guarantees of Indebtedness.


 


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


 


ARTICLE 5.



SUCCESSORS


 


Section 5.01.                         When OI
Group May Merge, Etc.


 


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


 


(1)                                  either:
(a) OI Group or such Restricted Subsidiary, as the case may be, is the
surviving corporation; or (b) the Person formed by or surviving any such
consolidation or merger (if other than OI Group or such Restricted Subsidiary)
(the “Successor Company”) or to
which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia;


 


(2)                                  the
Successor Company (if other than OI Group or such Restricted Subsidiary) or the
Person to which such sale, assignment, transfer, conveyance or other
disposition shall have been made assumes all the obligations of OI Group or
such Restricted Subsidiary (if such Restricted Subsidiary is a Guarantor), as
the case may be, under the Notes, this Indenture and the Registration Rights
Agreement pursuant to agreements satisfactory to the Trustee;


 


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


 


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


 


66





















 


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


 


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


 


Section 5.02.                         Successor
Corporation Substituted.


 


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


 


Section 5.03.                         Assignment
of Obligations.


 


On and after the first anniversary of the
Issue Date, the Company may assign its obligations under the Notes and this
Indenture to OI Inc., and the Company and each Guarantor, in its capacity as a
Guarantor, would thereafter be released from its obligations under the Notes,
the Guarantees of the Notes and this Indenture provided
that (1) OI Inc. assumes all of the obligations under the Notes and this
Indenture and (2) the obligations of each Credit Agreement Domestic Borrower
under the Credit Agreement have been or will be concurrently assumed by OI Inc.  In the event of any such assignment, OI Inc.
shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under the Indenture with the same effect as if OI Inc.
had been named the Company herein, and restrictions imposed on and obligations
of OI Group in this Indenture shall become restrictions imposed on and
obligations of OI Inc., unless the context otherwise requires.


 


ARTICLE 6.



DEFAULTS AND REMEDIES


 


Section 6.01.                         Events of
Default.


 


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


 


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(1)                                  the
Company defaults in the payment of interest on, or Additional Interest, if any,
with respect to, the Notes when the same becomes due and payable and the
default continues for a period of 30 days;


 


(2)                                  the
Company defaults in the payment of the Principal of the Notes when the same
becomes due and payable at maturity, upon redemption or otherwise;


 


(3)                                  failure
by OI Group or any of its Restricted Subsidiaries for 60 days after notice to
comply with any of the other agreements in this Indenture, the Notes and the
Guarantees of the Notes (with respect to any Guarantor);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)                                  commences
a voluntary case;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 6.02.                         Acceleration.


 


If an Event of Default, other than an Event
of Default specified in clauses (7) and (8) of Section 6.01, occurs and is
continuing, the Trustee by notice to the


 


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Company, or the Holders of at
least 25% in principal amount of the then outstanding Notes by notice to the
Company and the Trustee, may declare the unpaid Principal of and any accrued
and unpaid interest on all the Notes to be due and payable immediately.  Upon such declaration the Principal (or such
lesser amount) and interest shall be due and payable immediately.  If an Event of Default specified in clause
(7) or (8) of Section 6.01 occurs, all outstanding Notes shall become and
be due and payable immediately without any declaration, act or notice.  The Holders of a majority in principal amount
of the then outstanding Notes by notice to the Trustee may, on behalf of the
Holders of all of the Notes, rescind an acceleration and its consequences if
the rescission would not conflict with any judgment or decree and if all existing
Events of Default Notes have been cured or waived except nonpayment of
Principal (or such lesser amount) or interest that has become due solely
because of the acceleration.


 


Section 6.03.                         Other
Remedies.


 


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


 


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


 


Section 6.04.                         Waiver of
Past Defaults.


 


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


 


Section 6.05.                         Control
by Majority.


 


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


 


Section 6.06.                         Limitation
on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 6.07.                         Rights of
Holders to Receive Payment.


 


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


 


Section 6.08.                         Collection
Suit by Trustee.


 


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


 


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Section 6.09.                         Trustee
May File Proofs of Claim.


 


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


 


Section 6.10.                         Priorities.


 


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


 


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


 


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


 


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


 


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


 


Section 6.11.                         Undertaking
for Costs.


 


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


 


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


 


ARTICLE 7.



TRUSTEE


 


Section 7.01.                         Duties of
Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 7.02.                         Rights of
Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 7.03.                         Individual
Rights of Trustee.


 


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


 


Section 7.04.                         Trustee’s
Disclaimer.


 


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


 


Section 7.05.                         Notice of
Defaults.


 


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


 


Section 7.06.                         Reports
by Trustee to Holders.


 


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


 


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


 


Section 7.07.                         Compensation
and Indemnity.


 


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


 


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


 


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


 


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


 


This Section 7.07 shall survive the
termination of this Indenture.


 


Section 7.08.                         Replacement
of Trustee.


 


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


 


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


 


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


 


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


 


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


 


(4)                                  the Trustee becomes
incapable of acting.


 


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


 


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


 


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


 


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


 


Section 7.09.                         Successor
Trustee by Merger, Etc.


 


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


 


Section 7.10.                         Eligibility;
Disqualification.


 


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


 


Section 7.11.                         Preferential
Collection of Claims Against Company.


 


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


 


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


 


ARTICLE 8.



SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 8.01.                         Satisfaction
and Discharge of Indenture.


 


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


 


(a)     either:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 8.02.                         Application
of Trust Funds; Indemnification.


 


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


 


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


 


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


 


Section 8.03.                         Legal
Defeasance of Notes.


 


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


 


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


 


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


 


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


 


(d)                                 the provisions of this
Section 8.03;


 


provided that, the
following conditions shall have been satisfied:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 8.04.                         Covenant
Defeasance.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 8.05.                         Repayment
to Company.


 


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


 


ARTICLE 9.



SUPPLEMENTS, AMENDMENTS AND WAIVERS


 


Section 9.01.                         Without
Consent of Holders.


 


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


 


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


 


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


 


(3)     to comply with Article 5;


 


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


 


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


 


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


 


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


 


Section 9.02.                                                        With
Consent of Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(10) make any change to this Section 9.02;


 


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


 


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


 


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


 


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


 


Section 9.03.                                                        Revocation
and Effect of Consents.


 


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


 


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Section 9.04.                                                        Notation
on or Exchange of Notes.


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 10.



GUARANTEE


 


Section 10.01.                  Guarantee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 10.02.                  Limitation
on Liability.


 


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


 


Section 10.03.                  Execution
and Delivery of Guarantee.


 


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


 


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


 


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


 


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


 


Section 10.04.                  Successors and
Assigns.


 


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


 


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


 


Section 10.05.                  No Waiver.


 


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


 


Section 10.06.                  Right of Contribution.


 


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


 


Section 10.07.                  No Subrogation.


 


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


 


Section 10.08.                  Additional Guarantors; Reinstatement
of Guarantees.


 


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


 


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


 


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


 


Section 10.09.                  Modification.


 


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


 


Section 10.10.                  Release of Guarantor.


 


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


 


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


 


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


 


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


 


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


 


89





















 


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


 


(c)                                  A Guarantor shall be
released from its obligations under this Indenture in accordance with an
assignment of obligations to OI Inc. pursuant to Section 5.03 or in
connection with the merger or consolidation of the Company or any of the
Guarantors with or into any other of the Company, OI Group or any of the
Guarantors or the sale, assignment, conveyance, transfer, lease or other
disposition of assets between or among the Company, OI Group and any of the
Guarantors, so long as such transaction complies with Section 4.11.


 


Section 10.11.                  Merger, Consolidation and Sale of
Assets of a Guarantor.


 


A Guarantor may not sell or
otherwise dispose of all or substantially of its assets to, or consolidate with
or merge with or into (whether or not such Guarantor is the surviving Person),
another Person, other than the Company or another Guarantor, unless:


 


(1)                                  immediately
after giving effect to that transaction, no Event of Default shall have
occurred and be continuing; and


 


(2)                                  either
(a) the Person acquiring the property in any such sale or disposition or the
Person formed by or surviving any such consolidation or merger is organized or
existing under the laws of the United States, any state thereof or the District
of Columbia and assumes all the obligations of that Guarantor under this
Indenture, its Guarantee and the Registration Rights Agreement pursuant to a
supplemental indenture satisfactory to the Trustee; or (b) such sale or other
disposition complies with Section 4.11, including the application of the
Net Proceeds therefrom; and


 


(3)                                  the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, sale, lease or merger
complies with the foregoing clauses (1) and (2).


 


Notwithstanding the foregoing, each Guarantor
may consolidate with or merge into or sell its assets to the Company or another
Guarantor.


 


ARTICLE 11.


 


MISCELLANEOUS


 


Section 11.01.                  Indenture Subject to Trust Indenture
Act.


 


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


 


90





















 


Section 11.02.                  Notices.


 


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


 


If to the Company:


 


Owens-Brockway Glass Container Inc.

One SeaGate

Toledo, Ohio  43666

Attention:    Treasurer

Telephone:  (419) 247-5000

Facsimile:   (419) 247-1218


 


If to the Trustee:


 


Law Debenture Trust Company of New York

767 Third Avenue, 3rd Floor 

New York, NY 10017

Attention: Adam Berman

Telephone:  212-750-6474

Facsimile:   212-750-1361


 


If to Registar and Dollar Notes Paying Agent:


 


Deutsche Bank Trust Company
Americas


Global Debt Services, Trust
& Securities Services


60 Wall Street, 27th Floor


New York, NY 10005


Attention: Annie Jaghatspanyan,
CCTS


Telephone Number: 212-250-2217


Fax Number: 212-797-8614


 


If to the Euro Notes Paying Agent:


 


Deutsche Bank AG


Trust & Securities Services


Winchester House


1 Great Winchester Street


London EC2Y 9HU


England


Attention: Jason Mistry


Telephone Number: +44 20 7547
3548


Fax Number: +44 20 7547 6149


 


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


 


91





















 


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


 


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


 


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


 


Section 11.03.                  Communication by Holders with Other
Holders.


 


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


 


Section 11.04.                  Certificate and Opinion as to
Conditions Precedent.


 


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


 


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


 


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


 


Section 11.05.                  Statements Required in Certificate or
Opinion.


 


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


 


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


 


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


 


92





















 


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


 


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


 


Section 11.06.                  Rules by Trustee and Agents.


 


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


 


Section 11.07.                  Legal Holidays.


 


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


 


Section 11.08.                  No Recourse Against Others.


 


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


 


Section 11.09.                  Counterparts.


 


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


 


Section 11.10.                  Governing Law.


 


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


 


93





















 


Section 11.11.                  Severability.


 


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


 


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


 


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


 


Section 11.13.                  Successors and Assigns.


 


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


 


Section 11.14.                  No Interpretation of Other
Agreements.


 


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


 


[SIGNATURE PAGES FOLLOW]


 


94





















 


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


 


 


	
   

  	
  OWENS-BROCKWAY GLASS CONTAINER INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  On behalf of each entity named on the attached
  Annex A, in the capacity set forth for such entity on such Annex A

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


[Indenture signature page]


 





















 


	
   

  	
  LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


[Indenture signature page]


 





















 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS, as Dollar Note Paying Agent and

  Registrar

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


[Indenture signature page]


 





















 


	
   

  	
  DEUTSCHE BANK AG, acting through its London Branch, as Euro Note
  Paying Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


[Indenture signature page]


 





















 


ANNEX
A


 


	
  Name of Entity

  	
   

  	
  Title of Officer Executing on

  Behalf of Such Entity

  
	
   

  	
   

  	
   

  
	
  ACI America
  Holdings Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  Brockway
  Realty Corporation

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  Brockway
  Research, Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  NHW Auburn,
  LLC

  	
   

  	
  Senior Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  OB Cal South
  Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI AID STS
  Inc.

  	
   

  	
  Vice President
  and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Auburn
  Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Australia
  Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Brazil
  Closure Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI
  California Containers Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Castalia
  STS Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Consol
  STS Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Europe
  & Asia Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI General
  Finance Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI General
  FTS Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  O-I Health
  Care Holding Corp.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  O-I Holding
  Company, Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI
  International Holdings Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Levis
  Park STS Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Medical
  Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Plastic
  Products FTS Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Puerto
  Rico STS Inc.

  	
   

  	
  Vice
  President and Secretary

  



 


ANNEX A-1





















 


	
  Name of Entity

  	
   

  	
  Title of Officer Executing on

  Behalf of Such Entity

  
	
   

  	
   

  	
   

  
	
  OIB
  Produvisa Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  Overseas
  Finance Company

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Brockway
  Glass Container Trading Company

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Brockway
  Packaging, Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois
  Closure Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois
  General Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois
  Group, Inc.

  	
   

  	
  Vice
  President, Director of Finance and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois
  Healthcare Packing Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois
  Prescription Products Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois
  Specialty Products Puerto Rico, Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  Product
  Design & Engineering, Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  Seagate,
  Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  Seagate II,
  Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  Seagate III,
  Inc.

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  Specialty
  Packaging Licensing Company

  	
   

  	
  Vice
  President and Secretary

  
	
   

  	
   

  	
   

  
	
  Universal
  Materials, Inc.

  	
   

  	
  Vice
  President and Secretary

  



 


ANNEX A-2





















 


EXHIBIT A

FORM OF CERTIFICATE OF TRANSFER


Owens-Brockway
Glass Container Inc. 

One SeaGate


Toledo, Ohio
43666


 


Attention:  Treasurer


Re: []


 


(CUSIP/ISIN/COMMON
CODE
             )


 


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


 


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


 


[CHECK ALL THAT APPLY]


 


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


 


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


 


A-1





















 


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


 


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


 


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


 


or


 


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


 


or


 


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


 


 


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


 


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


 


A-2





















 


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


 


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


 


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


 


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


 


 


	
   

  	
   

  
	
   

  	
  [Insert Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


A-3





















 


ANNEX A TO CERTIFICATE OF TRANSFER


 


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


[CHECK ONE]


(a)                                  o   a
beneficial interest in the:


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


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


(b)                                 o   a
Restricted Definitive Security.


 


2.                                       After
the Transfer the Transferee will hold:


[CHECK ONE]


(a)                                  o   a
beneficial interest in the:


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


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


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


(b)                                 o   a
Restricted Definitive Security; or


(c)                                  o   an
Unrestricted Definitive Security,


in accordance with the terms of the Indenture.


 


A-4





















 


EXHIBIT B


 


FORM OF CERTIFICATE OF EXCHANGE


Owens-Brockway
Glass Container Inc. 

One SeaGate


Toledo, Ohio
43666


 


Attention:  Treasurer


Re:  [Title
of Security]


 


(CUSIP/ISIN/Common
Code
                   )


 


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


 


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


 


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


 


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


 


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


 


B-1





















 


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


 


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


 


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


 


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


 


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


 


 


	
   

  	
   

  	
   

  
	
   

  	
  [Insert Name of Owner]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
  Dated:

  	
   

  	
   

  	
   

  
							



 


B-2





















 


EXHIBIT C


 


FORM OF GUARANTEE


 


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


 


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


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Name of Guarantor]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


C-1





















 


EXHIBIT D-1


 


[FORM OF NOTE]


 


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


 


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


 


OWENS-BROCKWAY
GLASS CONTAINER INC.


 


63⁄4% SENIOR
NOTES DUE 2014


 


	
  [Number:

  	
   

  	
   

  	
  CUSIP No. 

  	
  $                      ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Number:

  	
   

  	
   

  	
  Common Code No. ___________

  	
  €                      ]

  



 


OWENS-BROCKWAY
GLASS CONTAINER INC., a Delaware corporation (the “Company”), for value
received, hereby promises to pay to [Cede & Co., as nominee of The
Depository Trust Company] [BT Globenet Nominees Limited, as nominee of Deutsche
Bank AG, acting through its London Branch, as Common Depositary for Euroclear
Bank S.A./N.V. and Clearstream Banking S.A.], or registered assigns, the
principal sum
of                                                                                 
on December 1, 2014.


 


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


 


Record
Dates:  May 15 and November 15.


 


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


 


D1-1





















 


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


 


	
   

  	
  OWENS-BROCKWAY GLASS CONTAINER INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUSTEE’S CERTIFICATE OF AUTHENTICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Law Debenture Trust Company of New York, as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  	
   

  
						



 


D1-2





















 


OWENS-BROCKWAY
GLASS CONTAINER INC.


 


63⁄4% SENIOR
NOTES DUE 2014


 


Capitalized
terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.


 


1.             Interest


 


OWENS-BROCKWAY
GLASS CONTAINER INC., a Delaware corporation (such entity, and its successors
and assigns under the Indenture hereinafter referred to, being herein called
the “Company”), promises to pay
interest on the principal amount of this Note at the rate per annum shown above
and shall pay the Additional Interest payable pursuant to Section 5 of the
Registration Rights Agreement.  Interest
on this Note shall accrue from December 1, 2004 or from the most recent
interest payment date to which interest has been paid or provided for, as the
case may be; interest and Additional Interest on this Note shall be payable
semi-annually on June 1 and December 1 of each year until maturity,
or, if such day is not a Business Day, on the next succeeding Business Day
(each, an “Interest Payment Date”),
commencing on June 1, 2005; and interest on this Note shall be payable to
holders of record on the May 15 or November 15 immediately preceding the
applicable Interest Payment Date. 
Interest will be computed on the basis of a 360-day year of twelve
30-day months.  The Company shall pay
defaulted interest on overdue interest, plus (to the extent lawful) any
interest payable on the defaulted interest, as provided in Section 2.11 of
the Indenture.


 


2.                                       Method
of Payment


 


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


 


D1-3





















 


3.                                       Paying
Agent and Registrar


 


[Initially,
Deutsche Bank Trust Company Americas will act as Dollar Notes Paying Agent and
Registrar (“Dollar Notes Paying Agent and
Registrar”).  The Company may
appoint and change any Paying Agent, Registrar or co-Registrar without notice
to any Holder.  The Company or any of its
Affiliates may act as Paying Agent, Registrar or co-Registrar.]


 


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


 


4.                                       Indenture


 


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


 


5.                                       Optional
Redemption


 


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


 


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


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2009

  	
   

  	
  103.375

  	
  %

  
	
  2010

  	
   

  	
  102.250

  	
  %

  
	
  2011

  	
   

  	
  101.125

  	
  %

  
	
  2012 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


D1-4





















 


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


 


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


 


In addition,
at any time prior to December 1, 2009, this Note may also be redeemed, in
whole but not in part, at the option of the Company upon the occurrence of a
Change of Control, upon not less than 10 nor more than 60 days’ prior notice
(but in no event more than 90 days after the occurrence of such Change of
Control) mailed by first-class mail to each Holder’s registered address, at a
redemption price equal to 100% of the principal amount of this Note plus the
Applicable Premium as of, and accrued and unpaid interest and Additional
Interest, if any, to, the date of redemption (subject to the right of Holders
of record on the relevant Record Date to receive interest due on the Note on
the relevant Interest Payment Date).


 


6.                                       Mandatory
Redemption


 


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


 


7.                                       Repurchase
at the Option of Holder


 


If a Change of
Control occurs, unless the Company has exercised its right to redeem the Notes
pursuant to the terms of the Indenture, each Holder of this Note will have the
right to require the Company to repurchase all or any part [(equal to $50,000
or an integral multiple of $1,000)] [(equal to €50,000 or an integral multiple
of €1,000)] of that Holder’s Notes pursuant to a Change of Control Offer on the
terms set forth in the Indenture.  If OI
Group or a Restricted Subsidiary consummates any Asset Sales, when the
aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be
required to make an offer (an “Asset Sale
Offer”) to all Holders of this Note and all Holders of other
Indebtedness that is pari passu with
this Note containing provisions similar to those set forth in the Indenture
with respect to offers to


 


D1-5





















 


purchase or
redeem with the proceeds of sales of assets (including the Existing Senior
Notes) to purchase the maximum principal amount of this Note and such other pari passu Indebtedness that may be
purchased out of the Excess Proceeds on the terms, in accordance with the
procedures and subject to the limitations set forth in the Indenture and such
other pari passu Indebtedness.


 


8.                                       Notice
of Redemption


 


Notice of
redemption shall be mailed by first class mail at least 10 days but not more
than 60 days before the redemption date to each Holder of this Note to be
redeemed. Notices of redemption shall not be conditional.  Denominations of this Note larger than [$1,000]
[€1,000] may be redeemed in part.  If
this Note is to be redeemed in part only, the notice of redemption that relates
to that portion to be redeemed shall state the portion of the principal amount
thereof to be redeemed. A new Note in principal amount equal to the unredeemed
portion of the original Note shall be issued in the name of the Holder thereof
upon cancellation of the original Note. 
On and after the redemption date, interest ceases to accrue on the Note or
portions thereof called for redemption.


 


9.                                       Denominations;
Transfer; Exchange


 


The Note is in
registered form, without coupons, in denominations of[$50,000] [€50,000] of
principal amount and integral multiples of [$1,000] [€1,000].  A Holder may transfer or exchange the Note in
accordance with the Indenture.  No
service charge will be made for any registration of transfer or exchange of
Notes, but the Company may require the payment of a sum sufficient to cover any
transfer tax or other similar governmental charge payable in connection
therewith, subject to and as permitted by the Indenture.


 


10.                                 Persons
Deemed Owners


 


The registered
Holder of this Note may be treated as the owner of it for all purposes.


 


11.                                 Repayment
to Company


 


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


 


12.                                 Discharge
and Defeasance


 


Subject to
certain conditions, the Company at any time may terminate some or all of its
obligations under this Note and the Indenture if the Company deposits with the
Trustee money and/or Government Securities for the payment of Principal and
interest on this Note to Maturity.


 


D1-6





















 


13.                                 Defaults
and Remedies


 


Under the
Indenture, Events of Default include: (1) defaults in the payment of interest
on, or Additional Interest, if any, with respect to the Notes when the same
becomes due and payable and the default continues for a period of 30 days; (2)
defaults in the payment of the Principal of the Notes when the same becomes due
and payable at maturity, upon redemption or otherwise; (3) failure by OI Group
or any of its Restricted Subsidiaries for 60 days after notice to comply with
any of the other agreements in the Indenture, the Notes and the Guarantees of
the Notes (with respect to any Guarantor); (4) default under any mortgage,
indenture or instrument under which there may be issued or by which there may
be secured or evidenced any Indebtedness for money borrowed by OI Group or any
Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any
of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now
exists, or is created after the Issue Date, if that default: (a) is caused by a
failure to pay principal of, or interest or premium, if any, on such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment
Default”); or (b) results in the acceleration of such Indebtedness
prior to its express maturity; provided,
that an Event of Default shall not be deemed to occur with respect to any such
accelerated Indebtedness which is repaid or prepaid within 20 Business Days
after such declaration; and, in any individual case, the principal amount of
any such Indebtedness is equal to or in excess of $50.0 million, or such
Indebtedness together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $100.0 million or more; (5) any final judgment or
order for payment of money in excess of $50.0 million in any individual case
and $100.0 million in the aggregate at any time shall be rendered against OI
Group or any of its Restricted Subsidiaries and such judgment shall not have
been paid, discharged or stayed for a period of 60 days; (6) except as
permitted by the Indenture, any Guarantee of the Notes shall be held in any
judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor, or any Person acting on
behalf of any Guarantor, shall deny or disaffirm its obligations under its
Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary
of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a)
commences a voluntary case; (b) consents to the entry of an order for relief
against it in an involuntary case; (c) consents to the appointment of a
Custodian of it or for all or substantially all of its property; (d) makes a
general assignment for the benefit of its creditors; or (e) admits in writing
its inability generally to pay its debts as the same become due; (8) a court of
competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(a) is for relief against the Company, OI Group or any Significant Subsidiary
of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI
Group or any Significant Subsidiary of OI Group or for all or substantially all
of such entity’s property; or (c) orders the liquidation of the Company, OI
Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b)
and (c), the order or decree remains unstayed and in effect for 60 days; and
(9) failure by OI Group or any of its Restricted Subsidiaries to comply with
the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture.


 


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


 


D1-7





















 


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


 


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


 


14.                                 Supplements,
Amendments and Waivers


 


Subject to
certain exceptions, the Indenture, the Notes or the Guarantees of the Notes may
be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes), and any existing default or compliance with any
provision of the Indenture, the Notes or the Guarantees of the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for,
Notes).  The Company and the Trustee may
amend or supplement the Indenture, the Notes and the Guarantees of the Notes
without notice to or the consent of any holder of Notes in certain
circumstances described in the Indenture.


 


15.                                 Trustee
Dealings with the Company


 


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


 


16.                                 No
Recourse Against Others


 


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


 


D1-8





















 


17.                                 Guarantees


 


This Note will
be entitled to the benefits of certain Guarantees made for the benefit of the
Holders. Reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Guarantors, the Trustee and the Holders.


 


18.                                 Governing
Law


 


THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


19.                                 Authentication


 


This Note
shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication hereon.


 


20.                                 Abbreviations


 


Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN
COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with rights of survivorship and not as tenants in common), CUST (=custodian),
and U/G/M/A (=Uniform Gift to Minors Act).


 


21.                                 Additional
Rights of Holders of Restricted Global Notes and Restricted Definitive Notes


 


In addition to
the rights provided to Holders of Notes under the Indenture, Holders of
Restricted Global Notes and Restricted Definitive Notes shall have all the
rights set forth in the Registration Rights Agreement.


 


22.                                 [CUSIP]
[Common Code] Numbers


 


Pursuant to a
recommendation promulgated by the Committee on Uniform Note Identification
Procedures, the Company has caused [CUSIP] [Common Code] numbers to be printed
on the Notes, and the Trustee may use [CUSIP] [Common Code] numbers in notices
as a convenience to Holders.  No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice and reliance may be placed only on the
other identification numbers placed thereon.


 


The Company
will furnish to any Holder upon written request and without charge to the
Holder a copy of the Indenture and the Registration Rights Agreement.  Such requests may be addressed to:


 


D1-9





















 


	
   

  	
  Owens-Brockway Glass Container Inc.

  
	
   

  	
  One SeaGate

  
	
   

  	
  Toledo, Ohio 43666

  
	
   

  	
  Attention: Investor Relations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


D1-10





















 


ASSIGNMENT FORM


 


	
   

  	
  To assign this Note, fill in the form below:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  I or we assign and transfer this Note to:

  	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
  [Print or type assignee’s name, address and zip code]

  
	
   

  	
   

  
	
   

  
	
  [Insert assignee’s soc. sec. or tax I.D. No.]

  
	
   

  	
   

  
	
  and irrevocably appoint

  	
   

  
	
   

  	
   

  
	
   

  
	
  [Print or type agent’s name]

  
	
   

  	
   

  
	
  agent to transfer this Note on the books of the Company. The agent
  may substitute another to act for him.

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNATURE GUARANTEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Participant in a Recognized Signature

  	
   

  
	
  Guarantee Medallion Program

  	
   

  
								



 


D1-11





















 


OPTION OF HOLDER TO ELECT PURCHASE


 


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


 


	
  o

  	
  Section 4.10

  	
  o

  	
  Section 4.11

  



 


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


 


[$                             ]


 


[€                             ]


 


	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  
	
   

  	
  Tax
  Identification No:

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNATURE GUARANTEE

  	
   

  
	
   

  
	
   

  	
   

  
	
  Participant
  in a Recognized Signature

  	
   

  
	
  Guarantee
  Medallion Program

  	
   

  
							



 


D1-12





















 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


 


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


 


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global

  Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of this Global

  Note

  	
   

  	
  Principal Amount

  of this Global

  Note following

  such decrease (or

  increase)

  	
   

  	
  Signature of

  authorized

  signatory of

  Trustee or

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


D1-13





















 


EXHIBIT D-2

[FORM OF REGULATION S TEMPORARY GLOBAL NOTE]


 


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


 


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


 


[Insert the
Regulation S Temporary Global Security Legend]


 


OWENS-BROCKWAY
GLASS CONTAINER INC.


 


63⁄4% SENIOR
NOTES DUE 2014


 


	
  [Number:

  	
  CUSIP No.

  	
  $                       ]

  
	
   

  	
   

  	
   

  
	
  [Number:

  	
  Common Code No.

  	
  €                       ]

  



 


OWENS-BROCKWAY
GLASS CONTAINER INC., a Delaware corporation (the “Company”), for value received,
hereby promises to pay to [Cede & Co., as nominee of The Depository Trust
Company] [BT Globenet Nominees Limited, as nominee of Deutsche Bank AG, acting
through its London Branch, as Common Depositary for Euroclear Bank S.A./N.V.
and Clearstream Banking S.A.], or registered assigns, the principal sum of                                                                                                                           
on December 1, 2014.


 


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


 


Record
Dates:  May 15 and November 15.


 


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


 


D2-1





















 


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


 


 


	
   

  	
  OWENS-BROCKWAY GLASS CONTAINER

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
						



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


Law Debenture Trust Company of New York, as Trustee


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


 


D2-2





















 


OWENS-BROCKWAY
GLASS CONTAINER INC.


 


63⁄4% SENIOR
NOTES DUE 2014


 


Capitalized
terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.


 


1.             Interest


 


OWENS-BROCKWAY
GLASS CONTAINER INC., a Delaware corporation (such entity, and its successors
and assigns under the Indenture hereinafter referred to, being herein called
the “Company”), promises to pay
interest on the principal amount of this Note at the rate per annum shown above
and shall pay the Additional Interest payable pursuant to Section 5 of the
Registration Rights Agreement.  Interest
on this Note shall accrue from December 1, 2004 or from the most recent
interest payment date to which interest has been paid or provided for, as the
case may be; interest and Additional Interest on this Note shall be payable
semi-annually on June 1 and December 1 of each year until maturity,
or, if such day is not a Business Day, on the next succeeding Business Day
(each, an “Interest Payment Date”),
commencing on June 1, 2005; and interest on this Note shall be payable to
holders of record on the May 15 or November 15 immediately preceding the
applicable Interest Payment Date. 
Interest will be computed on the basis of a 360-day year of twelve
30-day months.  The Company shall pay
defaulted interest on overdue interest, plus (to the extent lawful) any
interest payable on the defaulted interest, as provided in Section 2.11 of
the Indenture.


 


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


 


2.                                       Method
of Payment


 


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


 


D2-3





















 


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


 


3.                                       Paying
Agent and Registrar


 


[Initially,
Deutsche Bank Trust Company Americas will act as Dollar Notes Paying Agent and
Registrar (“Dollar Notes Paying Agent and
Registrar”).  The Company may
appoint and change any Paying Agent, Registrar or co-Registrar without notice
to any Holder.  The Company or any of its
Affiliates may act as Paying Agent, Registrar or co-Registrar.]


 


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


 


4.                                       Indenture


 


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


 


5.                                       Optional
Redemption


 


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


 


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


 


D2-4





















 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2009

  	
   

  	
  103.375

  	
  %

  
	
  2010

  	
   

  	
  102.250

  	
  %

  
	
  2011

  	
   

  	
  101.125

  	
  %

  
	
  2012 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


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


 


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


 


In addition,
at any time prior to December 1, 2009, this Note may also be redeemed, in
whole but not in part, at the option of the Company upon the occurrence of a
Change of Control, upon not less than 10 nor more than 60 days’ prior notice
(but in no event more than 90 days after the occurrence of such Change of
Control) mailed by first-class mail to each Holder’s registered address, at a
redemption price equal to 100% of the principal amount of this Note plus the
Applicable Premium as of, and accrued and unpaid interest and Additional
Interest, if any, to, the date of redemption (subject to the right of Holders
of record on the relevant Record Date to receive interest due on the Note on
the relevant Interest Payment Date).


 


6.                                       Mandatory
Redemption


 


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


 


7.                                       Repurchase
at the Option of Holder


 


If a Change of
Control occurs, unless the Company has exercised its right to redeem the Notes
pursuant to the terms of the Indenture, each Holder of this Note will have the
right to require the Company to repurchase all or any part [(equal to $50,000
or an integral multiple of $1,000)] [(equal to €50,000 or an integral multiple
of €1,000)] of that Holder’s Notes pursuant to a Change of Control Offer on the
terms set forth in the Indenture.  If OI
Group or a


 


D2-5





















 


Restricted
Subsidiary consummates any Asset Sales, when the aggregate amount of Excess
Proceeds exceeds $25.0 million, the Company will be required to make an offer
(an “Asset Sale Offer”) to all
Holders of this Note and all Holders of other Indebtedness that is pari passu with this Note containing
provisions similar to those set forth in the Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets (including the
Existing Senior Notes) to purchase the maximum principal amount of this Note
and such other pari passu Indebtedness
that may be purchased out of the Excess Proceeds on the terms, in accordance
with the procedures and subject to the limitations set forth in the Indenture
and such other pari passu Indebtedness.


 


8.                                       Notice
of Redemption


 


Notice of
redemption shall be mailed by first class mail at least 10 days but not more
than 60 days before the redemption date to each Holder of this Note to be
redeemed. Notices of redemption shall not be conditional.  Denominations of this Note larger than
[$1,000] [€1,000] may be redeemed in part. 
If this Note is to be redeemed in part only, the notice of redemption
that relates to that portion to be redeemed shall state the portion of the
principal amount thereof to be redeemed. A new Note in principal amount equal
to the unredeemed portion of the original Note shall be issued in the name of
the Holder thereof upon cancellation of the original Note.  On and after the redemption date, interest
ceases to accrue on the Note or portions thereof called for redemption.


 


9.                                       Denominations;
Transfer; Exchange


 


The Note is in
registered form, without coupons, in denominations of[$50,000] [€50,000] of
principal amount and integral multiples of [$1,000] [€1,000].  A Holder may transfer or exchange the Note in
accordance with the Indenture.  No
service charge will be made for any registration of transfer or exchange of
Notes, but the Company may require the payment of a sum sufficient to cover any
transfer tax or other similar governmental charge payable in connection
therewith, subject to and as permitted by the Indenture.


 


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


 


10.                                 Persons
Deemed Owners


 


The registered
Holder of this Note may be treated as the owner of it for all purposes.


 


11.                                 Repayment
to Company


 


The Trustee
and the Paying Agent shall pay to the Company upon the Company’s request any
money held by them for the payment of Principal or interest that remains
unclaimed for two years after the date upon which such payment shall have
become due.  After payment to


 


D2-6





















 


the Company,
Holders entitled to the money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another
Person.


 


12.                                 Discharge
and Defeasance


 


Subject to
certain conditions, the Company at any time may terminate some or all of its
obligations under this Note and the Indenture if the Company deposits with the
Trustee money and/or Government Securities for the payment of Principal and
interest on this Note to Maturity.


 


13.                                 Defaults
and Remedies


 


Under the
Indenture, Events of Default include: (1) defaults in the payment of interest
on, or Additional Interest, if any, with respect to the Notes when the same
becomes due and payable and the default continues for a period of 30 days; (2)
defaults in the payment of the Principal of the Notes when the same becomes due
and payable at maturity, upon redemption or otherwise; (3) failure by OI Group
or any of its Restricted Subsidiaries for 60 days after notice to comply with
any of the other agreements in the Indenture, the Notes and the Guarantees of
the Notes (with respect to any Guarantor); (4) default under any mortgage,
indenture or instrument under which there may be issued or by which there may
be secured or evidenced any Indebtedness for money borrowed by OI Group or any
Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any
of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now
exists, or is created after the Issue Date, if that default: (a) is caused by a
failure to pay principal of, or interest or premium, if any, on such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment
Default”); or (b) results in the acceleration of such Indebtedness
prior to its express maturity; provided,
that an Event of Default shall not be deemed to occur with respect to any such
accelerated Indebtedness which is repaid or prepaid within 20 Business Days
after such declaration; and, in any individual case, the principal amount of
any such Indebtedness is equal to or in excess of $50.0 million, or such
Indebtedness together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $100.0 million or more; (5) any final judgment or
order for payment of money in excess of $50.0 million in any individual case
and $100.0 million in the aggregate at any time shall be rendered against OI
Group or any of its Restricted Subsidiaries and such judgment shall not have
been paid, discharged or stayed for a period of 60 days; (6) except as
permitted by the Indenture, any Guarantee of the Notes shall be held in any
judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor, or any Person acting on
behalf of any Guarantor, shall deny or disaffirm its obligations under its
Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary
of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a)
commences a voluntary case; (b) consents to the entry of an order for relief
against it in an involuntary case; (c) consents to the appointment of a
Custodian of it or for all or substantially all of its property; (d) makes a
general assignment for the benefit of its creditors; or (e) admits in writing
its inability generally to pay its debts as the same become due; (8) a court of
competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(a) is for relief against the Company, OI Group or any Significant Subsidiary
of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI
Group or any Significant Subsidiary of OI Group or


 


D2-7





















 


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


 


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


 


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


 


14.                                 Supplements,
Amendments and Waivers


 


Subject to
certain exceptions, the Indenture, the Notes or the Guarantees of the Notes may
be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes), and any existing default or compliance with any
provision of the Indenture, the Notes or the Guarantees of the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for,
Notes).  The Company and the Trustee may
amend or supplement the Indenture, the Notes and the Guarantees of the Notes
without notice to or the consent of any holder of Notes in certain
circumstances described in the Indenture.


 


15.                                 Trustee
Dealings with the Company


 


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


 


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rights as if
it were not the Trustee; however, if it acquires any conflicting interest as
defined in the TIA it must eliminate such conflict within 90 days, apply to the
Commission for permission to continue or resign.


 


16.                                 No
Recourse Against Others


 


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


 


17.                                 Guarantees


 


This Note will
be entitled to the benefits of certain Guarantees made for the benefit of the
Holders. Reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Guarantors, the Trustee and the Holders.


 


18.                                 Governing
Law


 


THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


19.                                 Authentication


 


This Note
shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication hereon.


 


20.                                 Abbreviations


 


Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN
COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


21.                                 Additional
Rights of Holders of Restricted Global Notes and Restricted Definitive Notes


 


In addition to
the rights provided to Holders of Notes under the Indenture, Holders of
Restricted Global Notes and Restricted Definitive Notes shall have all the
rights set forth in the Registration Rights Agreement.


 


22.                                 [CUSIP]
[Common Code] Numbers


 


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


 


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printed on the
Notes, and the Trustee may use [CUSIP] [Common Code] numbers in notices as a
convenience to Holders.  No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice and reliance may be placed only on the
other identification numbers placed thereon.


 


The Company
will furnish to any Holder upon written request and without charge to the
Holder a copy of the Indenture and the Registration Rights Agreement.  Such requests may be addressed to:


 


	
   

  	
  Owens-Brockway Glass Container Inc.

  
	
   

  	
  One SeaGate

  
	
   

  	
  Toledo, Ohio 43666

  
	
   

  	
  Attention: Investor Relations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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ASSIGNMENT FORM


 


	
   

  	
  To assign this Note, fill in the form below:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  I or we assign and transfer this Note to:

  	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
  [Print or type assignee’s name, address and zip code]

  
	
   

  	
   

  
	
   

  
	
  [Insert assignee’s soc. sec. or tax I.D.
  No.]

  
	
   

  	
   

  
	
  and irrevocably appoint

  	
   

  
	
   

  	
   

  
	
   

  
	
  [Print or type agent’s name]

  
	
   

  	
   

  
	
  agent to transfer this Note on the books of the Company. The agent
  may substitute another to act for him.

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNATURE GUARANTEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Participant in a Recognized Signature

  	
   

  
	
  Guarantee Medallion Program

  	
   

  
								



 


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OPTION OF HOLDER TO ELECT PURCHASE


 


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


 


	
   

  	
  o

  	
  Section 4.10

  	
  o

  	
  Section 4.11

  



 


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


[$                              ]


 


[€                              ]


 


 


	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  
	
   

  	
  Tax
  Identification No:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNATURE GUARANTEE

  	
   

  
	
   

  
	
   

  	
   

  
	
  Participant
  in a Recognized Signature

  	
   

  
	
  Guarantee
  Medallion Program

  	
   

  
							



 


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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


 


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


 


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global

  Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of this Global

  Note

  	
   

  	
  Principal Amount

  of this Global

  Note following

  such decrease (or

  increase)

  	
   

  	
  Signature of

  authorized

  signatory of

  Trustee or

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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