Exhibit
4.1


 


OWENS-ILLINOIS
GROUP, INC.

OWENS-BROCKWAY GLASS CONTAINER INC.

ACI OPERATIONS PTY LIMITED 

OI EUROPEAN GROUP B.V.

O-I EUROPE SARL

O-I CANADA CORP.


 


FOURTH
AMENDMENT TO CREDIT AGREEMENT


 


This FOURTH
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”)
is dated as of September 6, 2010 and entered into by and among OWENS-ILLINOIS GROUP, INC., a Delaware corporation (“Company”), OWENS-BROCKWAY GLASS
CONTAINER INC., a Delaware corporation, ACI
OPERATIONS PTY LIMITED, a limited liability company organized under
the laws of Australia, OI EUROPEAN GROUP B.V.,
a private company with limited liability organized under the laws of the
Netherlands, O-I EUROPE SARL, a Swiss Société à responsabilité limitée (limited liability
corporation), O-I CANADA CORP., a Nova Scotia
company and OWENS-ILLINOIS GENERAL, INC.,
a Delaware corporation, as Borrowers’ Agent, THE OTHER
LOAN PARTIES PARTY HERETO, THE LENDERS LISTED ON THE
SIGNATURE PAGES HEREOF (each individually a “Lender”
and collectively, “Lenders”), DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent
for Lenders (in such capacity, the “Administrative Agent”)
and DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Collateral Agent for Lenders (in such capacity, the “Collateral
Agent”).  Capitalized terms
used herein without definition shall have the same meanings as set forth in the
Credit Agreement dated as of June 14, 2006 by and among the parties listed
above (as amended by that certain First Amendment to Credit Agreement and
Consent dated as of February 28, 2007, that certain Second Amendment to
Credit Agreement and Consent dated as of June 11, 2007, and that certain
Third Amendment to Credit Agreement and Consent dated as of April 30,
2010, the “Credit Agreement”).


 


RECITALS


 


WHEREAS, Company, Borrowers and Requisite Lenders desire
to amend the Credit Agreement as set forth herein.


 


NOW,
THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:


 


Section 1.                                          AMENDMENTS TO CREDIT AGREEMENT


 


A.                                   Amendment to Subsection 1.1 — Certain Defined Terms.  The definition of “New European
Refinancing Debt” set forth in subsection 1.1 of the Credit Agreement is hereby
amended by (i) changing the defined term from “New European Refinancing
Debt” to “New European Senior Debt” and (ii) deleting the reference to “means
OI European Group B.V.’s 6 7/8% Senior Notes due 2017 and other Indebtedness
(including guarantees thereof and Indebtedness and guarantees issued in
exchange or in replacement thereof containing 


 


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substantially identical
terms) in an aggregate principal amount not exceeding $600,000,000 (or the
Offshore Currency Equivalent thereof)” and substituting the following therefor:


 


“means (i) OI European
Group B.V.’s 6 7/8% Senior Notes due 2017 (including guarantees thereof
required by the indenture governing the same) and (ii) additional
Indebtedness (including guarantees thereof and Indebtedness and guarantees
issued in exchange or in replacement thereof containing substantially identical
terms) in an aggregate principal amount not exceeding $900,000,000 (or the
Offshore Currency Equivalent thereof)”


 


B.                                     Amendment to Subsection 2.4 — Repayments and Prepayments; Reductions in
Commitments.  Subsection 2.4B(ii)(d) of the Credit
Agreement is hereby amended by deleting the reference to “(other than New
Senior Debt also constituting New European Refinancing Debt)” contained in the
first paragraph therein.


 


C.                                     Amendments to Certain References in the Credit Agreement.  The references to “New European
Refinancing Debt” contained in subsections 6.1(x), 6.2B(g), 6.4(x) and in
the definitions of “Consolidated Senior Secured Debt”, “New European
Refinancing Debt” and “New Senior Debt” set forth in subsection 1.1 of the
Credit Agreement, and the reference to “Net European Refinancing Debt”
contained in subsection 2.4B(ii)(d)(2) of the Credit Agreement, are hereby
amended by replacing each such reference with “New European Senior Debt”.


 


Section 2.                                          CONDITIONS TO EFFECTIVENESS


 


A.                                   This Amendment shall become effective only upon satisfaction of all of
the following conditions precedent (the date of such satisfaction being
referred to herein as the “Amendment Effective Date”):


 


(i)                                     Amendment.  On or before the Amendment Effective  Date, (a) Requisite Lenders under the Credit
Agreement, (b) the Administrative Agent, (c) each of the Borrowers,
and (d) each of the Guarantors (as defined below) shall have delivered to
the Administrative Agent executed counterparts of this Amendment.


 


(ii)                                  Representations and Warranties.  On the Amendment Effective  Date, (a) the representations and warranties contained
in Section 3 hereof shall be true and correct as of such date in
all material respects, as though made on and as of such date except to the
extent such representations and warranties specifically relate to an earlier
date, in which case they were true in all material respects as of such earlier
date; (b) no Event of Default shall then exist; and (c) the Borrowers’
Agent shall deliver to the Administrative Agent a certificate signed by a
Responsible Officer or other authorized signatory of Borrowers’ Agent
confirming the foregoing.


 


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Section 3.                                          REPRESENTATIONS AND WARRANTIES


 


In order to induce the Lenders
to enter into this Amendment, Company, each Borrower and each Guarantor
represents and warrants to each Lender that the following statements are true,
correct and complete on and as of the Amendment Effective Date:


 


A.                                   Authorization; Binding Obligations.  Company, each Borrower and each Guarantor has
all requisite organizational power and authority to enter into this
Amendment.  The execution, delivery and
performance of this Amendment has been duly authorized by all necessary organizational
action by Company, each Borrower and each Guarantor.  This Amendment has been duly executed and
delivered by Company, each Borrower and each Guarantor and is the legally valid
and binding obligation of Company, each Borrower and each Guarantor, enforceable
against Company, each Borrower and each Guarantor in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally and by equitable principles relating to enforceability.


 


B.                                     No Conflict.  The execution and delivery by Company, each
Borrower and each Guarantor of this Amendment does not and will not (i) violate
any provision of any material law or any material governmental rule or
regulation applicable to Company, any Borrower or any Guarantor, the
Organizational Documents of Company, any Borrower or any Guarantor, or any
order, judgment or decree of any court or other agency of government binding on
Company, any Borrower or any Guarantor, (ii) conflict with, result in a
material breach of or constitute (with due notice or lapse of time or both) a
material default under any Contractual Obligation of Company, any Borrower or
any Guarantor, (iii) result in or require the creation or imposition of
any Lien under any such Contractual Obligation upon any of the properties or
assets of Company, any Borrower or any Guarantor (other than any Liens created
under any of the Loan Documents).


 


C.                                     Governmental Consents.  The execution and delivery by Company, each
Borrower and the Guarantor of this Amendment does not and will not require any
registration with, consent or approval of, or notice to, or other action to,
with or by, any federal, state or other governmental authority or regulatory
body except any thereof that have been obtained and are in full force and
effect.


 


D.                                    Incorporation of Representations.  Each representation and warranty of Company,
each Borrower and each Guarantor contained in each of the Loan Documents is
true and correct in all material respects on and as of the Amendment Effective
Date to the same extent as though made on and as of the Amendment Effective
Date except to the extent such representations and warranties relate to an
earlier date, in which case they were true and correct in all material respects
as of such earlier date.


 


E.                                      Absence of Default.  No event has occurred and is continuing or
would result from the execution, delivery or performance of this Amendment that
constitutes or would constitute an Event of Default or a Potential Event of
Default after giving effect to this Amendment.


 


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F.                                      Acknowledgment and Consent.  Each of Company, each Borrower and each
Guarantor signatory hereto (each individually a “Guarantor”
and collectively, the “Guarantors”)
has read this Amendment and consents to the terms hereof and further hereby
confirms and agrees that, notwithstanding the effectiveness of this Amendment,
the obligations of such Guarantor under each of the Loan Documents to which
such Guarantor is a party shall not be impaired and each of the Loan Documents
to which such Guarantor is a party is, and shall continue to be, in full force
and effect and are hereby confirmed and ratified in all respects.


 


Section 4.                                          MISCELLANEOUS


 


A.                                   Reference to and Effect on the Credit Agreement and the Other Loan
Documents.


 


(i)                                     On and after the Amendment Effective Date, each reference in the Credit
Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like
import referring to the Credit Agreement, and each reference in the other Loan
Documents to the “Credit Agreement,” “thereunder,” “thereof” or words of like
import referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended by this Amendment.


 


(ii)                                  Except as specifically amended by this Amendment, the Credit Agreement
and the other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.


 


(iii)                               The execution, delivery and performance of this Amendment shall not,
except as expressly provided herein, constitute a waiver of any provision of,
or operate as a waiver of any right, power or remedy of Administrative Agent,
Collateral Agent, or any Lender under the Credit Agreement or any of the other
Loan Documents.


 


B.                                     Fees and Expenses.  Loan Parties acknowledge that all reasonable
costs, fees and expenses as described in subsection 10.3 of the Credit
Agreement incurred by the Administrative Agent and its counsel with respect to
this Amendment and the documents and transactions contemplated hereby shall be
for the account of Loan Parties.


 


C.                                     Headings.  Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.


 


D.                                    Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.


 


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


 


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left blank]


 


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


 


 


	
   

  	
  OWENS-ILLINOIS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
  Name:

  	
  James W. Baehren

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OWENS-BROCKWAY GLASS CONTAINER
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
  Name:

  	
  James W. Baehren

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACI OPERATIONS PTY LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
  Name:

  	
  James W. Baehren

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  O-I CANADA CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
  Name:

  	
  James W. Baehren

  
	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  OI EUROPEAN GROUP B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
  Name:

  	
  James W. Baehren

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  O-I EUROPE SARL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
  Name:

  	
  James W. Baehren

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OWENS-ILLINOIS GENERAL INC., as
  Borrowers’ Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
  Name:

  	
  James W. Baehren

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  On behalf of each entity on the
  attached Exhibit A, in the capacity set forth for such entity
  opposite its name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
  Name:

  	
  James W. Baehren

  



 

















 


	
   

  	
  DEUTSCHE BANK AG NEW YORK
  BRANCH, as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Enrique Landaeta

  
	
   

  	
  Name:

  	
  Enrique Landaeta

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Evelyn Thierry

  
	
   

  	
  Name:

  	
  Evelyn
  Thierry

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY
  AMERICAS, as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Enrique Landaeta

  
	
   

  	
  Name:

  	
  Enrique Landaeta

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Evelyn Thierry

  
	
   

  	
  Name:

  	
  Evelyn
  Thierry

  
	
   

  	
  Title:

  	
  Director

  



 

















 


Exhibit A


 


	
  Names
  of Guarantors

  	
   

  	
  Title of Officer Executing on

  Behalf of Such Guarantor

  
	
  ACI
  America Holdings Inc.

  	
   

  	
  Vice
  President

  
	
  Brockway
  Realty Corporation

  	
   

  	
  Vice President

  
	
  NHW
  Auburn, LLC

  	
   

  	
  Senior
  Vice President of Owens-Brockway Glass Container Inc., as sole member of NHW
  Auburn, LLC

  
	
  OI
  Auburn Inc.

  	
   

  	
  Vice
  President

  
	
  Ol
  Australia Inc.

  	
   

  	
  Vice
  President

  
	
  OI
  California Containers Inc.

  	
   

  	
  Vice
  President

  
	
  OI
  Castalia STS Inc.

  	
   

  	
  President

  
	
  OI
  General Finance Inc.

  	
   

  	
  Vice
  President

  
	
  OI
  General FTS Inc.

  	
   

  	
  Vice
  President

  
	
  O-I
  Holding LLC

  	
   

  	
  Vice
  President of OI International Holdings Inc., as sole member of O-I Holding
  LLC

  
	
  OI
  International Holdings Inc.

  	
   

  	
  Vice
  President

  
	
  OI
  Levis Park STS Inc.

  	
   

  	
  President

  
	
  OI
  Puerto Rico STS Inc.

  	
   

  	
  Vice
  President

  
	
  OIB
  Produvisa Inc.

  	
   

  	
  Vice
  President

  
	
  Owens-Brockway
  Packaging, Inc.

  	
   

  	
  Vice
  President

  
	
  Owens-Illinois
  General Inc.

  	
   

  	
  Vice
  President

  
	
  Seagate
  II, Inc.

  	
   

  	
  Vice
  President

  
	
  Seagate
  III, Inc.

  	
   

  	
  Vice
  President

  
	
  Seagate, Inc.

  	
   

  	
  Vice
  President

  
	
  Universal
  Materials, Inc.

  	
   

  	
  Vice
  President