Exhibit 4.1


 


OWENS-ILLINOIS,
INC.,


 


Issuer


 


AND


 


OWENS-ILLINOIS
GROUP, INC.


OWENS-BROCKWAY
PACKAGING, INC.,


 


The
Guaranteeing Subsidiaries


 


AND


 


THE BANK
OF NEW YORK,


 


as
Trustee


 










 


Second
Supplemental Indenture


 


Dated as
of December 1, 2004


 










 


Supplemental
Indenture to the Indenture

dated as of May 20, 1998, as amended,

and supplemented as of June 26, 2001

with respect to the

7.15% Senior Notes due 2005


 


 





















 


Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of December 1, 2004
among Owens-Illinois, Inc. (or its permitted successor), a Delaware corporation
(the “Company”), Owens-Illinois Group, Inc., a
Delaware corporation (“Group”), and
Owens-Brockway Packaging, Inc., a Delaware corporation (“Packaging”)
(each of Group and Packaging, a “Guaranteeing Subsidiary”),
subsidiaries of the Company, and The Bank of New York, as trustee under the
indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company has executed and delivered
to the Trustee an indenture dated as of May 20, 1998, as amended or
supplemented prior to the date hereof (the “Indenture”),
pursuant to which the Company issued $350,000,000 principal amount of 7.15%
Senior Notes due 2005 (the “Notes”),
which is a separate series of Securities under the Indenture;


 


WHEREAS, the Company is making a tender offer
(the “Tender Offer”) to purchase
the Notes for cash;


 


WHEREAS, the Company has solicited consents from
Holders of the Notes to certain amendments to the Indenture, which are
contained in this Second Supplemental Indenture (the “Amendments”);


 


WHEREAS,
Section 9.02 of
the Indenture provides that the Company and the Trustee, with the written
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes, may amend or supplement certain provisions of the Indenture
with respect to the Notes;


 


WHEREAS, the Holders of not less than a majority
in principal amount of the outstanding Notes have consented to the Amendments;
and


 


WHEREAS, this Second Supplemental Indenture is
effective as of the date upon which the conditions set forth in Section 3
hereof are satisfied.


 


NOW THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Company, each Guaranteeing Subsidiary and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of
the Notes as follows:


 


SECTION 1.                            Definitions.  For all purposes of the Indenture
and this Second Supplemental Indenture, except as otherwise expressly provided
or unless the context otherwise requires:


 


(a)                                  the words “herein,” “hereof” and “hereunder”
and other words of similar import refer to the Indenture and this Second
Supplemental Indenture as a whole and not to any particular Article, Section or
subdivision; and


 


(b)                                 capitalized terms used but not defined in
this Second Supplemental Indenture shall have the meanings assigned to them in
the Indenture.


 


SECTION 2.                            Amendments.  The Indenture is hereby amended with respect to the Notes as follows:


 


(1)                                  Section 4.03 of the Indenture is hereby
amended to state, in its entirety, the following: “Section 4.03.  Commission
Reports.  The Company shall
comply with the provisions of TIA Section 314(a).”


 


(2)                                  Section 4.04 of the Indenture is hereby
amended to state, in its entirety, the following: “Section 4.04.  Compliance
Certificate.  The Company
shall comply with the provisions of TIA Section 314(a).”


 


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(3)                                  Section 4.05 of the Indenture is hereby
eliminated in its entirety and replaced with the words:  “Section
4.05.  INTENTIONALLY OMITTED.”


 


(4)                                  Section 4.06 of the Indenture is hereby
eliminated in its entirety and replaced with the words:  “Section
4.06.  INTENTIONALLY OMITTED.”


 


(5)                                  Section 4.08 of the Indenture as set
forth in the Officers’ Certificate with respect to the Notes dated May 20, 1998
is hereby eliminated in its entirety and replaced with the words:  “Section
4.08.  INTENTIONALLY OMITTED.”


 


(6)                                  Section 4.09 of the Indenture as set
forth in the Officers’ Certificate with respect to the Notes dated May 20, 1998
is hereby eliminated in its entirety and replaced with the words:  “Section
4.09.  INTENTIONALLY OMITTED.”


 


(7)                                  Section 4.10 of the Indenture as set
forth in the Officers’ Certificate with respect to the Notes dated May 20, 1998
is hereby eliminated in its entirety and replaced with the words:  “Section
4.10.  INTENTIONALLY OMITTED.”


 


(8)                                  Section 4.11 of the Indenture as set
forth in the Officers’ Certificate with respect to the Notes dated May 20, 1998
is hereby eliminated in its entirety and replaced with the words:  “Section 4.11.  INTENTIONALLY OMITTED.”


 


(9)                                  Section 5.01 of the Indenture is hereby
eliminated in its entirety and replaced with the words:  “Section 5.01.  The Company shall not consolidate or merge
with or into (whether or not the Company is the surviving corporation), or
sell, assign, transfer, lease, convey, or otherwise dispose of all or
substantially all of its properties or assets in one or more related
transactions to any Person unless:


 


(1)                                  the Company is the surviving corporation
or the Person formed by or surviving any such consolidation or merger (if other
than the Company) or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made is a corporation organized
and existing under the laws of the United States, any state thereof or the
District of Columbia; and


 


(2)                                  the Person formed by or assuming any such
consolidation or merger (if other than the Company) or the Person to which such
sale, assignment, transfer, lease, conveyance or other disposition shall have
been made assumes by supplemental indenture all the obligations of the Company
under the Securities and this Indenture.


 


Notwithstanding Section
5.01 of the Indenture, any Subsidiary of the Company may consolidate with,
merge into or transfer all or part of its properties and assets to the Company.”


 


(10)                            Section 6.01 of the Indenture is hereby
amended to delete the text in subsections 6.01(4), 6.01(5), and 6.01(6) and to
replace the text thereof with the text “INTENTIONALLY OMITTED.”


 


SECTION 3.                            Effectiveness.  This Second Supplemental
Indenture supplements the Indenture with respect to the Notes and shall be a
part and subject to all of the terms thereof. 
Except as supplemented hereby, the Indenture shall continue in full
force and effect.


 


The Amendments effected
by this Second Supplemental Indenture shall take effect on the date hereof;
provided that each of the following conditions shall have been satisfied:


 


(a)                                  each of
the parties hereto shall have executed and delivered this Second Supplemental
Indenture;


 


(b)                                 the
Company shall have received written consent to these Amendments from the
Holders of at least a majority in principal amount of the then outstanding
Notes; and


 


(c)                                  the
Company has accepted for purchase and has purchased the Notes that are tendered
and not withdrawn pursuant to the Tender Offer in an amount representing not
less than a majority in principal amount of the then outstanding Notes.


 


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SECTION 4.                            NEW YORK LAW
TO GOVERN.  THE INTERNAL LAW OF THE STATE
OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL
INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD
BE REQUIRED THEREBY.


 


SECTION 5.                            The Trustee.  The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Second Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by the Company
and the Guaranteeing Subsidiaries.


 


SECTION 6.                            Successors
and Assigns.  All agreements of the Company and the Guaranteeing Subsidiaries in this
Second Supplemental Indenture shall bind their respective successors and
assigns.  All agreements of the Trustee
in this Second Supplemental Indenture shall bind its successors.


 


SECTION 7.                            Separability.  In case any
provision of this Second Supplemental Indenture 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 8.                            Effect of
Headings.  The Section headings herein are
for convenience only and shall not affect the construction hereof.


 


SECTION 9.                            Counterparts.  The parties may sign any number of
copies of this Second Supplemental Indenture. 
Each signed copy shall be an original, but all of them together
represent the same agreement.


 


[Signature Page Follows]


 


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


 


 


	
   

  	
  OWENS-ILLINOIS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  	
   

  
	
   

  	
  Name: James W. Baehren

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OWENS-ILLINOIS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  	
   

  
	
   

  	
  Name: James W. Baehren

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OWENS-BROCKWAY PACKAGING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  	
   

  
	
   

  	
  Name: James W. Baehren

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
    as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Van K. Brown

  	
   

  
	
   

  	
  Authorized Signatory

  
					



 


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