Exhibit 4.1


 


Execution Version


 






 


OI EUROPEAN GROUP B.V.


 


the Company


 


and


 


The Guarantors set forth in
Annex A attached hereto


 






 


INDENTURE


 


dated as of September 15,
2010


 






 


Deutsche Trustee Company
Limited


 


the Trustee


 


and


 


Deutsche Bank AG, London Branch


 


the Principal Paying Agent
and Transfer Agent


 


and


 


Deutsche Bank Luxembourg S.A.


 


the Registrar, Luxembourg
Paying Agent and Transfer Agent


 






 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE 1.
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
  1

  
	
   

  	
   

  
	
  Section 1.01.   Certain Definitions

  	
  1

  
	
   

  	
   

  
	
  Section 1.02.   Other Definitions

  	
  20

  
	
   

  	
   

  
	
  Section 1.03.   Incorporation by Reference
  of Trust Indenture Act

  	
  21

  
	
   

  	
   

  
	
  Section 1.04.   Rules of Construction

  	
  21

  
	
   

  	
   

  
	
  ARTICLE 2.
  THE SECURITIES

  	
  22

  
	
   

  	
   

  
	
  Section 2.01.   Unlimited in Amount, Form and
  Dating

  	
  22

  
	
   

  	
   

  
	
  Section 2.02.   Execution and Authentication

  	
  23

  
	
   

  	
   

  
	
  Section 2.03.   Registrar and Paying Agent

  	
  23

  
	
   

  	
   

  
	
  Section 2.04.   Paying Agent to Hold Money
  in Trust

  	
  24

  
	
   

  	
   

  
	
  Section 2.05.   Holder Lists

  	
  25

  
	
   

  	
   

  
	
  Section 2.06.   Transfer and Exchange

  	
  25

  
	
   

  	
   

  
	
  Section 2.07.   Replacement Notes

  	
  33

  
	
   

  	
   

  
	
  Section 2.08.   Outstanding Notes

  	
  34

  
	
   

  	
   

  
	
  Section 2.09.   Temporary Notes

  	
  34

  
	
   

  	
   

  
	
  Section 2.10.   Cancellation

  	
  34

  
	
   

  	
   

  
	
  Section 2.11.   Defaulted Interest

  	
  35

  
	
   

  	
   

  
	
  Section 2.12.   Special Record Dates

  	
  35

  
	
   

  	
   

  
	
  Section 2.13.   CUSIP, Common Code and ISIN
  Numbers

  	
  36

  
	
   

  	
   

  
	
  Section 2.14.   Denominations

  	
  36

  
	
   

  	
   

  
	
  Section 2.15.   Agents

  	
  36

  
	
   

  	
   

  
	
  ARTICLE 3.
  REDEMPTION

  	
  36

  
	
   

  	
   

  
	
  Section 3.01.   Notices to Trustee

  	
  36

  
	
   

  	
   

  
	
  Section 3.02.   Selection of Notes to Be
  Redeemed

  	
  37

  
	
   

  	
   

  
	
  Section 3.03.   Notice of Redemption

  	
  37

  
	
   

  	
   

  
	
  Section 3.04.   Effect of Notice of
  Redemption

  	
  38

  
	
   

  	
   

  
	
  Section 3.05.   Deposit of Redemption Price

  	
  38

  
	
   

  	
   

  
	
  Section 3.06.   Notes Redeemed in Part

  	
  39

  
	
   

  	
   

  
	
  Section 3.07.   Additional Amounts

  	
  39

  
	
   

  	
   

  
	
  Section 3.08.   Optional Redemption

  	
  42

  



 


i

















 


	
  Section 3.09.   Redemption of Notes for
  Changes in Withholding Taxes

  	
  44

  
	
   

  	
   

  
	
  Section 3.10.   Mandatory Redemption

  	
  45

  
	
   

  	
   

  
	
  ARTICLE 4.
  COVENANTS

  	
  45

  
	
   

  	
   

  
	
  Section 4.01.   Payment of Securities

  	
  45

  
	
   

  	
   

  
	
  Section 4.02.   Maintenance of Office or
  Agency

  	
  45

  
	
   

  	
   

  
	
  Section 4.03.   Reports

  	
  45

  
	
   

  	
   

  
	
  Section 4.04.   Compliance Certificate

  	
  47

  
	
   

  	
   

  
	
  Section 4.05.   Taxes

  	
  47

  
	
   

  	
   

  
	
  Section 4.06.   Stay, Extension and Usury
  Laws

  	
  47

  
	
   

  	
   

  
	
  Section 4.07.   Corporate Existence

  	
  47

  
	
   

  	
   

  
	
  Section 4.08.   [Intentionally Omitted]

  	
  47

  
	
   

  	
   

  
	
  Section 4.09.   Fall-Away Event

  	
  48

  
	
   

  	
   

  
	
  Section 4.10.   Offer to Repurchase Upon a
  Change of Control

  	
  49

  
	
   

  	
   

  
	
  Section 4.11.   Asset Sales

  	
  50

  
	
   

  	
   

  
	
  Section 4.12.   Restricted Payments

  	
  53

  
	
   

  	
   

  
	
  Section 4.13.   Incurrence of Indebtedness
  and Issuance of Preferred Stock

  	
  56

  
	
   

  	
   

  
	
  Section 4.14.   Liens

  	
  60

  
	
   

  	
   

  
	
  Section 4.15.   Dividend and Other Payment
  Restrictions Affecting Restricted Subsidiaries

  	
  61

  
	
   

  	
   

  
	
  Section 4.16.   Transactions with Affiliates

  	
  63

  
	
   

  	
   

  
	
  Section 4.17.   Payments for Consent

  	
  64

  
	
   

  	
   

  
	
  Section 4.18.   Designation of Restricted
  and Unrestricted Subsidiaries

  	
  65

  
	
   

  	
   

  
	
  Section 4.19.   Limitations on Issuances of
  Guarantees of Indebtedness

  	
  65

  
	
   

  	
   

  
	
  ARTICLE 5.
  SUCCESSORS

  	
  65

  
	
   

  	
   

  
	
  Section 5.01.   When OI Group May Merge, Etc.

  	
  65

  
	
   

  	
   

  
	
  Section 5.02.   Successor Corporation
  Substituted

  	
  66

  
	
   

  	
   

  
	
  ARTICLE 6.
  DEFAULTS AND REMEDIES

  	
  67

  
	
   

  	
   

  
	
  Section 6.01.   Events of Default

  	
  67

  
	
   

  	
   

  
	
  Section 6.02.   Acceleration

  	
  68

  
	
   

  	
   

  
	
  Section 6.03.   Other Remedies

  	
  69

  
	
   

  	
   

  
	
  Section 6.04.   Waiver of Past Defaults

  	
  69

  
	
   

  	
   

  
	
  Section 6.05.   Control by Majority

  	
  69

  
	
   

  	
   

  
	
  Section 6.06.   Limitation on Suits

  	
  70

  
	
   

  	
   

  
	
  Section 6.07.   Rights of Holders to Receive
  Payment

  	
  70

  



 


ii

















 


	
  Section 6.08.   Collection Suit by Trustee

  	
  70

  
	
   

  	
   

  
	
  Section 6.09.   Trustee May File Proofs
  of Claim

  	
  71

  
	
   

  	
   

  
	
  Section 6.10.   Priorities

  	
  71

  
	
   

  	
   

  
	
  Section 6.11.   Undertaking for Costs

  	
  71

  
	
   

  	
   

  
	
  ARTICLE 7.
  TRUSTEE

  	
  72

  
	
   

  	
   

  
	
  Section 7.01.   Duties of Trustee

  	
  72

  
	
   

  	
   

  
	
  Section 7.02.   Rights of Trustee

  	
  73

  
	
   

  	
   

  
	
  Section 7.03.   Individual Rights of Trustee

  	
  75

  
	
   

  	
   

  
	
  Section 7.04.   Trustee’s Disclaimer

  	
  75

  
	
   

  	
   

  
	
  Section 7.05.   Notice of Defaults

  	
  76

  
	
   

  	
   

  
	
  Section 7.06.   Compensation and Indemnity

  	
  76

  
	
   

  	
   

  
	
  Section 7.07.   Replacement of Trustee

  	
  77

  
	
   

  	
   

  
	
  Section 7.08.   Successor Trustee by Merger,
  Etc.

  	
  78

  
	
   

  	
   

  
	
  Section 7.09.   Eligibility;
  Disqualification

  	
  78

  
	
   

  	
   

  
	
  Section 7.10.   Agents

  	
  78

  
	
   

  	
   

  
	
  Section 7.11.   Preferential Collection of
  Claims Against Company

  	
  79

  
	
   

  	
   

  
	
  ARTICLE 8.
  SATISFACTION AND DISCHARGE; DEFEASANCE

  	
  79

  
	
   

  	
   

  
	
  Section 8.01.   Satisfaction and Discharge
  of Indenture

  	
  79

  
	
   

  	
   

  
	
  Section 8.02.   Application of Trust Funds;
  Indemnification

  	
  80

  
	
   

  	
   

  
	
  Section 8.03.   Legal Defeasance of Notes

  	
  80

  
	
   

  	
   

  
	
  Section 8.04.   Covenant Defeasance

  	
  82

  
	
   

  	
   

  
	
  Section 8.05.   Repayment to Company

  	
  83

  
	
   

  	
   

  
	
  ARTICLE 9.
  SUPPLEMENTS, AMENDMENTS AND WAIVERS

  	
  83

  
	
   

  	
   

  
	
  Section 9.01.   Without Consent of Holders

  	
  83

  
	
   

  	
   

  
	
  Section 9.02.   With Consent of Holders

  	
  84

  
	
   

  	
   

  
	
  Section 9.03.   Revocation and Effect of
  Consents

  	
  85

  
	
   

  	
   

  
	
  Section 9.04.   Notation on or Exchange of
  Notes

  	
  85

  
	
   

  	
   

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

  	
  85

  
	
   

  	
   

  
	
  ARTICLE 10.
  GUARANTEE

  	
  86

  
	
   

  	
   

  
	
  Section 10.01.   Guarantee

  	
  86

  
	
   

  	
   

  
	
  Section 10.02.   Limitation on Liability

  	
  87

  
	
   

  	
   

  
	
  Section 10.03.   Execution and Delivery of
  Guarantee

  	
  87

  
	
   

  	
   

  
	
  Section 10.04.   Successors and Assigns

  	
  88

  



 


iii

















 


	
  Section 10.05.   No Waiver

  	
  88

  
	
   

  	
   

  
	
  Section 10.06.   Right of Contribution

  	
  88

  
	
   

  	
   

  
	
  Section 10.07.   No Subrogation

  	
  88

  
	
   

  	
   

  
	
  Section 10.08.   Additional Guarantors;
  Reinstatement of Guarantees

  	
  89

  
	
   

  	
   

  
	
  Section 10.09.   Modification

  	
  89

  
	
   

  	
   

  
	
  Section 10.10.   Release of Guarantor

  	
  90

  
	
   

  	
   

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

  	
  90

  
	
   

  	
   

  
	
  ARTICLE 11.
  MISCELLANEOUS

  	
  91

  
	
   

  	
   

  
	
  Section 11.01.   [Intentionally Omitted]

  	
  91

  
	
   

  	
   

  
	
  Section 11.02.   Notices

  	
  91

  
	
   

  	
   

  
	
  Section 11.03.   Communication by Holders
  with Other Holders

  	
  92

  
	
   

  	
   

  
	
  Section 11.04.   Certificate and Opinion as
  to Conditions Precedent

  	
  93

  
	
   

  	
   

  
	
  Section 11.05.   Statements Required in
  Certificate or Opinion

  	
  93

  
	
   

  	
   

  
	
  Section 11.06.   Rules by Trustee and
  Agents

  	
  93

  
	
   

  	
   

  
	
  Section 11.07.   Legal Holidays

  	
  93

  
	
   

  	
   

  
	
  Section 11.08.   No Recourse Against Others

  	
  94

  
	
   

  	
   

  
	
  Section 11.09.   Counterparts

  	
  94

  
	
   

  	
   

  
	
  Section 11.10.   Governing Law

  	
  94

  
	
   

  	
   

  
	
  Section 11.11.   Consent to Jurisdiction and
  Service

  	
  94

  
	
   

  	
   

  
	
  Section 11.12.   Severability

  	
  94

  
	
   

  	
   

  
	
  Section 11.13.   Effect of Headings, Table
  of Contents, Etc.

  	
  94

  
	
   

  	
   

  
	
  Section 11.14.   Successors and Assigns

  	
  95

  
	
   

  	
   

  
	
  Section 11.15.   No Interpretation of Other
  Agreements

  	
  95

  



 


iv

















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture

  	
   

  	
   

  	
   

  
	
  Act Section

  	
   

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.08; 7.09

  
	
   

  	
  (a)(2)

  	
   

  	
  7.09

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
   

  	
  7.09

  
	
   

  	
  (b)

  	
   

  	
  7.03, 7.07; 7.09

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
  7.10

  
	
   

  	
  (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)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
					



 






N.A. means not applicable.


 


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


 


v
















 


INDENTURE dated as of September 15,
2010 among OI European Group B.V., a private company with limited liability
incorporated under the laws of The Netherlands (the “Company”), the Guarantors (as defined
herein), Deutsche Trustee Company Limited, an English limited company, as
Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent and
Transfer Agent and Deutsche Bank Luxembourg S.A., as Luxembourg Paying Agent
and Transfer Agent and Registrar.


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the
creation of an issue of €500,000,000 aggregate principal amount of 6.75% Senior
Notes due 2020 issued on the date hereof (the “Notes” or the “Initial
Securities”), 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 to provide therefor each Guarantor
has duly authorized the execution and delivery of this Indenture.


 


Each party agrees as follows for the
benefit of each other 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
a 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, the
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.


 


“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, Transfer 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
$25.0 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 or the making of any
Permitted Investment; (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; and (9) the
grant of any license or sub-license of intellectual property, including but not
limited to, patents, trademarks, registrations thereof, in the ordinary course
of business which do not materially interfere with the business of OI Group and
its Restricted Subsidiaries.


 


“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 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 


 


2

















 


general partner of the partnership;
and (3) with respect to any other Person, the board or committee of such
Person serving a similar function.


 


“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, London, England, Amsterdam,
The Netherlands or, if at any time the Notes shall be listed on the Luxembourg
Stock Exchange, Luxembourg, 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, pounds
sterling, euros or the national currency of any member state in the European
Union as of the date of the Indenture; (2) securities issued or directly
and fully guaranteed or insured by, the United States government or any country
that is a member of the European Union as of the date of the Indenture or any
agency or instrumentality thereof and having a rating of at least AAA from
S&P or at least Aaa from Moody’s (provided
that the full faith and credit of such government is pledged in
support thereof), 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
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 


 


3

















 


disposing of securities (within the
meaning of Rule 13d-5(b)(1) under the Exchange Act), 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 40% or more of the total voting power of the Voting Stock of OI
Inc.; (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 first day on
which OI Inc. fails to own either directly or indirectly through one or more
Wholly Owned Restricted Subsidiaries 100% of the issued and outstanding Equity
Interests of OI Group.


 


“Clearstream”  means
Clearstream Banking, société anonyme.


 


“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 Notes, Deutsche Bank AG, 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.


 


“Company Existing Senior Notes” means the
Company’s 67/8% Senior Notes due 2017 issued on
March 14, 2007.


 


“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 


 


4

















 


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.


 


“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 


 


5

















 


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
Deutsche Trustee Company Limited, Winchester House, 1 Great Winchester Street,
London EC2N 2DB, Attn:  Managing Director or such other
address as to which the Trustee may give notice to the Company.


 


“Credit Agreement”  means
the credit agreement, dated as of June 14, 2006, by and among the
Borrowers named therein, OI Group, Owens-Illinois General, Inc., as
Borrower’s Agent, Deutsche Bank AG, New York Branch, as Administrative 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 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; and
(2) notes, debentures or other financing instruments or any combination
thereof incurred after the Issue Date, including
any refinancing thereof.


 


“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.


 


6

















 


“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, with respect
to the Notes issuable or issued in whole or in part in global form, Euroclear
and Clearstream, in each case, including any and all successors thereto
appointed as Depositary hereunder and having become such pursuant to the
applicable provision(s) of this Indenture.


 


“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 Officers 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 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.


 


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


 


“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.).


 


“Euroclear”
means Euroclear Bank, SA/NV.


 


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


 


7

















 


“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 Senior Notes” means the Company
Existing Senior Notes and the OBGC Existing Senior Notes.


 


“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 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 


 


8

















 


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 on 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
pursuant to such Depositary’s instructions, all in accordance with this
Indenture and pursuant to Sections 2.01, 2.02, 2.06(d) or 2.06(g), 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(f)(ii) which is required to be
placed on all Global Securities issued under this Indenture.


 


9

















 


“Government Securities”  means
direct obligations of, or obligations guaranteed by, (i) the United States
of America, and the payment for which the United States pledges its full faith
and credit or (ii) any country that is a member of the European Union as
of the date of the Indenture for which such country pledges its full faith and
credit.


 


“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 and OBGC; (2) each
other direct or indirect Domestic Subsidiary of OI Group 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
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.


 


10






 












 


“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 Second Amended and Restated Intercreditor Agreement, dated as of June 14,
2006, by and among Deutsche Bank AG, New York Branch, 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,
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, the Company 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 OI Group, the Company or any Domestic Subsidiary after January 24,
2002; (3) Liens in favor of OI Group, the Company 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,
the Company or any Domestic 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, the Company or the Domestic Subsidiary; (5) Liens on property or shares
of capital stock existing at the time of acquisition thereof by OI Group, the
Company 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, the Company 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 


 


11

















 


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, the Company or any of the Domestic Subsidiaries in the
ordinary course of business of OI Group, the Company and the Domestic
Subsidiaries; (11) Liens on or sales of receivables and customary cash reserves
established in connection therewith; (12) Liens securing OI Group’s, the
Company’s or any 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 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.


 


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


 


“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.


 


12

















 


“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 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.


 


“OBGC”  means Owens-Brockway Glass Container Inc., an indirect,
wholly-owned subsidiary of OI Group.


 


13

















 


“OBGC Existing Senior Notes”  means
OBGC’s 6.75% Senior Notes due 2014, its 3.00% Exchangeable Senior Notes due
2015 and its 7.375% Senior Notes due 2016.


 


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


 


“Offering
Memorandum” means the offering memorandum, dated September 10, 2010, relating to
the sale of the Notes.


 


“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, any Assistant Secretary of the Company or OI Group, as the case may
be, any managing director of the Company or any duly authorized attorney appointed
by the board of managing directors 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 OI Group or the Company, as the case may be.


 


“Offshore Collateral Documents”  means
the Offshore Security Agreements and Mortgages (as defined in the Credit
Agreement) securing real property located 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
administrative costs and other on-going expenses of OI Inc. in the ordinary
course of business.


 


“OI Inc. Senior Notes” means the Indebtedness of OI Inc. outstanding as of any date
pursuant to its $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.


 


14

















 


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


 


“Permitted Business”  means
any business conducted or proposed to be conducted (as described in the
offering memorandum) 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 for business-related expenses incurred in the ordinary
course of business and in compliance with applicable law; (8) obligations of
employees, officers and directors, not in excess of $10.0 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 any extension, modification or renewal of any Investment
existing on the Issue Date, provided that
the amount of any such Investment may not be increased except (x) as required
by the terms of such Investment as in existence on the Issue Date or (y) as
otherwise permitted under the Indenture; (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 $200.0 million; (11) any Investment in connection with the
purchase or sale of accounts receivable evidencing the deferred purchase price
of receivables (and related assets) and/or a line of credit, which may be
irrevocable, from OI Group or any Restricted Subsidiary in connection with such
receivables transaction with the receivables entity, which deferred purchase
price or line is repayable from cash available to the receivables entity, other
than amounts required to be established as reserves pursuant to agreements,
amounts paid to investors in respect of interest, principal and other amounts
owing to such investors and amounts owing to such investors and amounts paid in
connection with the purchase of newly generated receivables; and (12)
Investments in one or more Persons engaged in a line of business which is
complementary, reasonably related, ancillary or incidental to any business in
which OI Group or its Restricted Subsidiaries is engaged as of the Issue Date,
in an aggregate amount not to exceed 10.0% of Tangible Assets at any time
outstanding.


 


“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 


 


15

















 


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 OI Group, 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 other than Indebtedness incurred by the Company
pursuant to clauses (6), (7) (only insofar as such clause applies to clauses
(6) and (7) of Permitted Debt and clause (2) of Permitted Debt if the
Indebtedness being refinanced is unsecured), 11(i) and (13) of Permitted Debt
or the first paragraph of Section 4.13; (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 up to $50.0 million of Industrial Revenue Bond financing.


 


16

















 


“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 Second Amended and Restated Pledge Agreement, dated as of June 14, 2006, by
and among OI Group, OI Packaging, and Deutsche Bank Trust Company Americas, as
Collateral Agent, as 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.


 


“Private Placement Legend”  means
the legend set forth in Section 2.06(f)(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.


 


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


 


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


 


17

















 


“Regulation S Global Security”  means
a 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 the
Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of the Notes initially sold in reliance on Regulation S.


 


“Responsible Officer” when used with respect to the Trustee,
means any officer or assistant officer of the Trustee (or any successor of the
Trustee) including any director, associate director, assistant secretary or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.


 


“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.


 


“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 Second Amended and Restated Security Agreement, dated as of June 14, 2006,
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, amended and restated, or otherwise modified from time to
time.


 


“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 the Issue Date.


 


18

















 


“Specified New Senior Debt”
means Specified New Senior Debt as defined in the Intercreditor Agreement.


 


“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).


 


“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 the party named as such
above 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 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 Subsidiary”  means
any Subsidiary of OI Group (other than the Company) 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 


 


19

















 


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
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 Amounts”

  	
   

  	
  3.07

  
	
  “Additional Securities”

  	
   

  	
  2.01

  
	
  “Authenticating Agent”

  	
   

  	
  2.02

  
	
  “Authentication Order”

  	
   

  	
  2.02

  
	
  “Bankruptcy Law”

  	
   

  	
  6.01

  
	
  “Custodian”

  	
   

  	
  6.01

  



 


20

















 


	
  “Directive”

  	
   

  	
  3.07

  
	
  “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

  
	
  “Taxes”

  	
   

  	
  3.07

  
	
  “Taxing Jurisdiction”

  	
   

  	
  3.07

  



 


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.


 


“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.


 


21
















 


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


 


If a Holder of Notes holds Notes as
Definitive Securities and has given wire transfer instructions to the Company,
the Company will pay all Principal and any interest or Additional Amounts, if
any, on that Holder’s Notes in accordance with those instructions. All other
payments on 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.


 


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
attached hereto (including the Global Security Legend thereon and the “Schedule
of Exchanges of Interests in the Global Security” attached thereto).  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, redemptions, purchases and cancellations.  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 Common Depositary or the Principal
Paying Agent, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.


 


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 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.


 


22

















 


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 or facsimile signature of the authorized signatory
of the Trustee or the Authenticating Agent.  The signature shall be conclusive
evidence that the Note has been authenticated under this Indenture.  Notwithstanding the foregoing, if any Note shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, the Company shall deliver such Note to the Trustee for cancellation
pursuant to Section 2.10.


 


The Trustee will, upon receipt of a
written order of the Company signed by two Officers (an “Authentication
Order”) authenticate or cause the Authenticating Agent to
authenticate the Notes for original issue that may be validly issued under
this Indenture, including any Additional Notes.


 


The Trustee may appoint one or more
authenticating agents (each, an “Authenticating Agent”)
acceptable to the Company to authenticate Notes.  Such an 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.  The Trustee hereby appoints Deutsche
Bank Luxembourg S.A. as Authenticating Agent. 
Deutsche Bank Luxembourg S.A. hereby accepts such appointment and the
Company hereby confirms that such appointment is acceptable to it.


 


Section 2.03.  
Registrar and Paying Agent.


 


The Company shall maintain one or
more paying agents (each a ‘‘Paying Agent’’) for the Notes, including in London
(the ‘‘Principal Paying Agent’’) and Luxembourg (the ‘‘Luxembourg Paying Agent’’).
The Company shall ensure it maintains 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.


 


The initial Principal Paying Agent
will be Deutsche Bank AG, London Branch, in London. The initial Luxembourg
Paying Agent will be Deutsche Bank Luxembourg, S.A. and each hereby accepts
such appointment.


 


The Company shall also maintain a
registrar (the ‘‘Registrar’’) with offices in Luxembourg and one or more
transfer agents with offices in London and Luxembourg (each, a ‘‘Transfer Agent’’).
The initial Registrar will be Deutsche Bank Luxembourg, S.A. in Luxembourg,
until the Company shall designate and maintain some other office or agency for
one or more of such purposes. The initial Transfer Agents shall be Deutsche
Bank AG, London Branch, in London and Deutsche Bank Luxembourg, S.A. in
Luxembourg, until the Company 


 


23

















 


shall designate and maintain some
other office or agency for one or more of such purposes, and each hereby
accepts such appointment. 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 AG, London Branch, with respect to the Notes, and Deutsche Bank
Luxembourg S.A., with respect to the Notes, and the Company hereby appoints the
Deutsche Bank AG, London Branch, as its agent to receive all such
presentations, surrenders, notices and demands for the Notes and Deutsche Bank
Luxembourg S.A., as its agents to receive all such presentations, surrenders,
notices and demands for the Notes.  The
Registrar and the Transfer Agents in Luxembourg will maintain a register
reflecting ownership of Definitive Securities outstanding from time to time and
will make payments on and facilitate transfers of definitive registered notes
on behalf of the Company.  The Register
shall be in written form or any 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 Paying Agent.


 


The Company may change the Paying
Agent, the Registrar or the Transfer Agent without prior notice to the Holders
and the Company or one of its Restricted Subsidiaries may act as Paying Agent,
Registrar or Transfer Agent; provided, however, that in no event may the
Company appoint a Principal Paying Agent in any member state of the European
Union where the Principal Paying Agent would be obliged to withhold or deduct
tax in connection with any payment made by it in relation to the Notes unless
the Principal Paying Agent would be so obliged if it were located in all other
member states.


 


So long as the Notes are listed on
the Official List of the Luxembourg Stock Exchange, the Company shall maintain
a paying agent, registrar and transfer agent in Luxembourg. If the Notes are
listed on any other securities exchange, the Company will satisfy any
requirement of such securities exchange as to paying agents, registrars and
transfer agents. So long as the Notes are listed on the Official List of the
Luxembourg Stock Exchange or such other securities exchange, the Company will
publish a notice of any change of Paying Agent, Registrar or Transfer Agent in
a newspaper having a general circulation in Luxembourg (currently expected to
be the Luxemburger Wort) or on the official
website of the Luxembourg Stock Exchange at www.bourse.lu or otherwise in
accordance with the requirements of the rules of the Luxembourg Stock
Exchange.


 


The Company may remove any Registrar
or Paying Agent upon 30 days 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.


 


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 


 


24

















 


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 which is a party
to this Indenture, by its execution hereof, 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 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.  A Paying Agent shall not be obliged to pay
the Holders of the Notes (or make any other payment) unless and until such time
as it has confirmed receipt of funds sufficient to make the relevant payment.


 


Section 2.05.  
Holder Lists.


 


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 all Holders. 
If the Trustee or the Principal Paying Agent is not the Registrar, the
Company shall furnish, or cause the Registrar to furnish, to the Trustee and
each Paying Agent at least seven Business Days before each interest payment
date and at such other times as the Trustee or the Principal Paying Agent may
request in writing, a list in such form and as of such date as the Trustee or
the Principal Paying Agent may 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 Euroclear or Clearstream 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; (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 or (iii) an Event of Default shall have occurred and be continuing
with respect to the Notes and the Trustee has received a written request from
the owner of a book-entry interest 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 Euroclear and
Clearstream shall instruct the Trustee.  Global Securities 


 


25

















 


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) 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 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 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
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(g).


 


(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 


 


26

















 


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


 


(B)   if the transferee will take
delivery in the form of a beneficial interest in 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.


 


If any such transfer is effected
pursuant to subparagraph (B) above at a time when an Unrestricted Global
Security has not yet been issued, the Company shall issue and, upon receipt of
an Authentication Order in accordance with Section 2.02, the Trustee or
the Authenticating Agent 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) 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;


 


27

















 


(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;


 


(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.


 


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.


 


(ii)           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.


 


(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).


 


28

















 


(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,


 


(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)           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)            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 U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY OTHER U.S. STATE OR OTHER JURISDICTION. 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 ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
PURCHASED SECURITIES, (1) REPRESENTS THAT IT IS A “QUALIFIED 


 


29

















 


INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) OR IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT (2) AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR]
[IN THE CASE OF REGULATION S NOTES:
40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE
DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES, AND THE LAST DATE ON WHICH OI EUROPEAN
GROUP B.V. (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 THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION
DATE”), ONLY (A) TO THE COMPANY, OWENS-ILLINOIS GROUP, INC. 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
OFFSHORE TRANSACTIONS TO NON-U.S. PERSONS OCCURRING OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT IN RELIANCE ON
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 PURSUANT TO CLAUSES (D) OR (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 AND (3) AGREES THAT IT GIVE TO EACH PERSON
TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.


 


BY
ACCEPTANCE OF THIS NOTE, EACH ACQUIRER AND SUBSEQUENT TRANSFEREE OF A NOTE WILL
BE DEEMED TO HAVE 


 


30

















 


REPRESENTED AND WARRANTED
THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH ACQUIRER 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 THAT ARE 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, (d)(ii) or (e)(ii), of this Section 2.06 or any Global
Security or Definitive Security initially issued by the Company pursuant to an
effective 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 COMMON DEPOSITORY, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE COMMON DEPOSITORY (AND ANY PAYMENT HEREON IS MADE TO 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 


 


31

















 


WRONGFUL BECAUSE THE REGISTERED
OWNER HEREOF, 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 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.”


 


(g)           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.


 


(h)           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 execute
and the Trustee or the Authenticating Agent shall authenticate Global
Securities and Definitive Securities upon receipt of an Authentication Order in
accordance with Section 2.02 hereof or 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 


 


32

















 


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
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 or the Authenticating
Agent 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, upon
receipt of an Authentication Order, shall authenticate, or cause the
Authenticating Agent to 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


 


33






 












 


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.


 


Section 2.08.  
Outstanding Notes.


 


The Notes
outstanding at any time are all the Notes authenticated by the Trustee or the
Authenticating Agent, 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, upon receipt of an Authentication Order, shall authenticate, or cause
the Authenticating Agent to authenticate, temporary Notes.  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 or the
Authenticating Agent 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 


 


34

















 


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.


 


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, 


 


35

















 


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.


 


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 Notes
shall be issuable only in registered form without coupons and only in
denominations of €50,000 or an integral multiple of €1,000 above such minimum
denomination amount.


 


Section 2.15.  
Agents.


 


(a)           The rights, powers, duties and obligations and actions of each Agent
under this Indenture are several and not joint or joint and several.


 


(b)           The Company and the Agents acknowledge and
agree that in the event of an Event of Default, the Trustee may, by notice in
writing to the Company and the Agents, require that the Agents act as agents
of, and take instructions exclusively from, the Trustee.


 


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.


 


36

















 


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
(or the Registrar, as applicable) shall select Notes for redemption as follows:


 


(1)           if the Notes are listed, in
compliance with the requirements of the principal 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.


 


Neither
the Trustee nor the Registrar shall be liable for any selections made by it in
accordance with this paragraph.


 


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


 


37

















 


(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.


 


For
Notes which are represented by Global Securities held on behalf of Euroclear or
Clearstream, notices of redemption may be given by delivery of the relevant
notices to Euroclear and Clearstream, as applicable, for communication to
entitled account holders in substitution of any mailing.


 


So long as any notes are listed on the Official
List of the Luxembourg Stock Exchange or any other securities exchange and
admitted for trading on the Euro MTF market of the Luxembourg Stock Exchange,
the Company will provide a copy of all notices to the Luxembourg Stock Exchange
or such other securities exchange, as applicable.  In addition, from the date of the listing particulars relating to the
listing of the notes on the Luxembourg Stock Exchange, copies of the following
documents will be available for inspection during usual business hours at the
specified office of the Luxembourg Paying Agent: (a) this Indenture
(including the form of Notes) and (b) any documents furnished to the
Trustee under Section 4.03.


 


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. London time with respect to the Notes 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.


 


38

















 


Section 3.06.  
Notes Redeemed in Part.


 


No Notes
of €50,000 or less will be redeemed in part. Upon
surrender of a Note that is redeemed in part, the Company shall issue and, upon
receipt of an Authentication Order, the Trustee or the Authenticating Agent
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.  
Additional Amounts.


 


All
payments made by the Company under or with respect to a Note or by a Guarantor
under or with respect to a Guarantee will be made free and clear of and without
withholding or deduction for or on account of any present or future tax, duty,
levy, impost, assessment or other governmental charge (including penalties,
interest and other liabilities related thereto) (hereinafter, “Taxes”) imposed or levied by or on behalf
of the government of The Netherlands or any other jurisdiction in which the
Company or any Guarantor is organized or is a resident for tax purposes or
within or through which payment is made or any political subdivision or taxing
authority or agency thereof or therein (any of the aforementioned being a “Taxing
Jurisdiction”), unless
the Company or such Guarantor is required to withhold or deduct any such Taxes
by law or by the interpretation or administration thereof.


 


If the
Company or any Guarantor is so required to withhold or deduct any amount for or
on account of Taxes from any payment made under or with respect to a Note or a
Guarantee of such Guarantor, the Company or such Guarantor, as applicable, will
pay such additional amounts (“Additional
Amounts”) as
may be necessary so that the net amount received by the Holder of such Note
(including Additional Amounts) after such withholding or deduction of such
Taxes will not be less than the amount such Holder would have received if such
Taxes had not been required to be withheld or deducted; provided, however, that notwithstanding
the foregoing, Additional Amounts will not be paid with respect to:


 


(1)           any Taxes that would not have
been so imposed, deducted or withheld but for the existence of any present or
former connection between the Holder or beneficial owner of a Note (or between
a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of
power over, the Holder or beneficial owner of such Note, if the Holder or
beneficial owner is an estate, nominee, trust, partnership or corporation) and
the relevant Taxing Jurisdiction, including, without limitation, the Holder or
beneficial owner being, or having been, a citizen, national, or resident, being,
or having been, engaged in a trade or business, being, or having been,
physically present in or having had a permanent establishment in the relevant
Taxing Jurisdiction (but not including the mere receipt of such payment or the
ownership or holding of or the execution, delivery, registration or enforcement
of such Note);


 


(2)           subject to the last paragraph of
this Section, any estate, inheritance, gift, sales, excise, transfer or
personal property tax or similar tax, assessment or governmental charge;


 


39

















 


(3)           any Taxes payable otherwise than
by deduction or withholding from payments under or with respect to such Note or
Guarantee;


 


(4)           any Taxes that would not have
been so imposed, deducted or withheld if the Holder or beneficial owner of the
Note or beneficial owner of any payment on such Note had (i) made a
declaration of nonresidence, or any other claim or filing for exemption, to
which it is entitled or (ii) complied with any certification, identification,
information, documentation or other reporting requirement concerning the
nationality, residence, identity or connection with the relevant Taxing
Jurisdiction of such Holder or beneficial owner of such Note or any payment on
such Note (provided that (x) such
declaration of nonresidence or other claim or filing for exemption or such
compliance is required by the applicable law of the Taxing Jurisdiction as a
precondition to exemption from, or reduction in the rate of the imposition,
deduction or withholding of, such Taxes and (y) at least 60 days prior to
the first payment date with respect to which such declaration of non-residence
or other claim or filing for exemption or such compliance is required under the
applicable law of the Taxing Jurisdiction, the relevant Holder at that time has
been notified by the Company, any Guarantor or any other person through whom
payment may be made that a declaration of non-residence or other claim or
filing for exemption or such compliance is required to be made);


 


(5)           any Taxes that would not have
been so imposed, deducted or withheld if the beneficiary of the payment had
presented the Note for payment within 30 days after the date on which such
payment or such Note became due and payable or the date on which payment thereof
is duly provided for, whichever is later (except to the extent that the Holder
would have been entitled to Additional Amounts had the Note been presented on
the last day of such 30-day period);


 


(6)           any payment under or with respect
to a Note to any Holder that is a fiduciary, limited liability company or
partnership or any person other than the sole beneficial owner of such payment
or Note, to the extent that a beneficiary or settlor with respect to such
fiduciary, a member of such a partnership or limited liability company or the
beneficial owner of such payment or Note would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the actual Holder of such Note;


 


(7)           any Taxes imposed on a payment to
an individual and required to be made pursuant to European Council Directive
2003/48/EC (the “Directive”)
or any law implementing or complying with, or introduced in
order to conform to, the Directive;


 


40

















 


(8)           any Note presented for payment
by, or on behalf of, a Holder who would have been able to avoid such Taxes by
presenting the relevant note to another Paying Agent in a Member State of the
European Union; or


 


(9)           any combination of items (1) through
(8) above.


 


The
foregoing provisions shall apply mutatis
mutandis to any Taxing Jurisdiction with respect to any successor
Person to the Company or a Guarantor.


 


The
Company or the applicable Guarantor will also make any applicable withholding
or deduction and remit the full amount deducted or withheld to the relevant
authority in accordance with applicable law.  The Company or the applicable
Guarantor will furnish to the Trustee, within 30 days after the date the
payment of any Taxes deducted or withheld is due pursuant to applicable law,
certified copies of tax receipts or, if such tax receipts are not reasonably
available to the Company or such Guarantor, such other documentation that
provides reasonable evidence of such payment by the Company or such Guarantor.  Copies
of such receipts or other documentation will be made available to the Holders
or the Paying Agent, as applicable, upon request.


 


At least
15 days prior to each date on which any payment under or with respect to any
Notes is due and payable, unless such obligation to pay Additional Amounts
arises after the 30th day prior to such date, in which case it shall be
promptly delivered thereafter, if the Company or any Guarantor will be
obligated to pay Additional Amounts with respect to such payment, the Company
or such Guarantor will deliver to the Trustee and the Paying Agent an Officers’
Certificate stating the fact that such Additional Amounts will be payable and
the amounts estimated to be so payable and will set forth such other
information necessary to enable such Paying Agent to pay such Additional
Amounts to Holders of such Notes on the relevant payment date.  The Company or the relevant Guarantor will
provide the Trustee with documentation reasonably satisfactory to the Trustee
evidencing the payment of Additional Amounts. 
Each Officers’ Certificate shall be relied upon until receipt of
a further Officers’ Certificate addressing such matters.  The Trustee shall be entitled to rely solely
on such Officers’ Certificate as conclusive proof that such payments are
necessary.


 


Whenever
in this Indenture there is mentioned, in any context, the payment of principal,
premium, if any, interest or of any other amount payable under or with respect
to any Note, such mention shall be deemed to include mention of the payment of
Additional Amounts to the extent that, in such context, Additional Amounts are,
were or would be payable in respect thereof.


 


The
Company and the Guarantors will pay any present or future stamp, court or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise in any jurisdiction from the execution, delivery, enforcement
or registration of the Notes, this Indenture or any other document or
instrument in relation thereto, excluding all such taxes, charges or similar
levies imposed by any jurisdiction outside any jurisdiction in which the
Company or any Guarantor or any successor Person is organized or resident for
tax purposes or any jurisdiction in which a Paying Agent is located, other than
those resulting from, or required 


 


41

















 


to be
paid in connection with, the enforcement of the Notes, the Guarantee or any
other such document or instrument following the occurrence of any Event of
Default with respect to the Notes.  The Company and the Guarantors
agree to indemnify the Holders of the Notes for any such non-excluded taxes
paid by such Holders.


 


Section 3.08.  
Optional Redemption.


 


(a)           At any time prior to September 15, 2013,
the Company may redeem on any one or more occasions up to 40% of the aggregate
principal amount of the Notes (calculated after giving effect to any issuance
of Additional Notes) at a redemption price of 106.750% of the principal amount
thereof, plus accrued and unpaid interest, 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 Notes (calculated
after giving effect to any issuance of Additional Notes) remains outstanding
immediately after the occurrence of such redemption (excluding 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.


 


(b)           At any time prior to maturity, the Company
may also redeem all or a part of the 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 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).


 


“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) 100%
of the principal amount of Notes to be redeemed plus (2) all required
interest payments due on such Note through maturity (excluding accrued but
unpaid interest to the redemption date), computed using a discount rate equal
to the Bund Rate, as of such redemption date plus 50 basis points; over


 


(b)           the principal amount of such Note.


 


For the avoidance of doubt, calculation of the Applicable
Premium shall not be a duty or obligation of the Trustee or any Paying Agent.


 


42

















 


“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 maturity 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 the maturity date of
the Notes; provided, however, that,
if the period from such redemption date to maturity 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 the maturity date of the Notes 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.


 


(c)           So long as the Notes are listed on the
Official List of the Luxembourg Stock Exchange or any other securities
exchange, the Company shall notify the Luxembourg Stock Exchange or such other
securities exchange, as applicable, of any notice of redemption.  In
addition, the Company shall notify the Luxembourg Stock Exchange or such other
securities exchange, as applicable, of the principal amount of Notes
outstanding following any partial redemption of Notes.


 


43

















 


Section 3.09.  
Redemption of Notes for Changes in Withholding Taxes.


 


The
Company may, at its option, redeem all, but not less than all, of the then
outstanding Notes, at any time upon giving not less than 15 nor more than 60
days’ notice to the Holders of the Notes (which notice will be irrevocable), at
a redemption price equal to 100% of the principal amount of the Notes, plus
accrued and unpaid interest thereon to the redemption date.  This
redemption applies only if as a result of any amendment to, or change in, the
laws or treaties (including any rulings or regulations promulgated thereunder)
of The Netherlands or any other jurisdiction in which the Company or any
Guarantor of such Notes is organized or is a resident for tax purposes or
within or through which payment is made or any political subdivision or taxing
authority or agency thereof or therein (or, in the case of Additional Amounts
payable by a successor Person to the Company or a Guarantor of such Notes, of
the jurisdiction in which such successor Person is organized or is a resident
for tax purposes or any political subdivision or taxing authority or agency
thereof or therein) or any amendment to or change in any official position
concerning the interpretation, administration or application of such laws,
treaties, rulings or regulations (including a holding by a court of competent
jurisdiction), which amendment or change is effective on or after the Issue Date
(or, in the case of Additional Amounts payable by a successor Person to the
Company or a Guarantor of such Notes, the date on which such successor Person
became such pursuant to applicable provisions of this Indenture), the Company
or a Guarantor of such Notes has become or will become obligated to pay
Additional Amounts in accordance with Section 3.07 on the next date on
which any amount would be payable with respect to such Notes and the  Company or such Guarantor determines in
good faith that such obligation cannot be avoided (including, without
limitation, by changing the jurisdiction from which or through which payment is
made) by the use of reasonable measures available to the Company or such
Guarantor.


 


No such
notice of redemption may be given earlier than 60 days prior to the earliest
date on which the Company or a Guarantor of such Notes would be obligated to
pay such Additional Amounts were a payment in respect of such Notes then due or
later than 180 days after such amendment or change referred to in the preceding
paragraph. 
At the time such notice of redemption is given, such
obligation to pay such Additional Amounts must remain in effect.  Immediately
prior to the mailing of any notice of redemption described above, the Company
shall deliver to the Trustee (i) an Officers’ Certificate stating that the
Company or the Guarantor, as applicable, has determined in good faith that the
Company or such Guarantor is entitled to effect such redemption and that the
obligation to pay Additional Amounts cannot be avoided by the use of reasonable
measures available to the Company or such Guarantor and (ii) an Opinion of
Counsel to the effect that the Company or the Guarantor, as applicable, will be
required to pay Additional Amounts as a result of an amendment or change
referred to in the preceding paragraph of this Section.  The Trustee will accept and shall be entitled
to rely on such Officers’ Certificate and Opinion of Counsel as sufficient
evidence of the existence and satisfaction of the conditions precedent as
described above, in which event it will be conclusive and binding on the
Holders.


 


So long
as the Notes are listed on the Official List of the Luxembourg Stock Exchange or
any other securities exchange, the Company shall notify the Luxembourg Stock
Exchange or such other securities exchange, as applicable, of any notice of
redemption. 
In addition, the Company shall notify the Luxembourg Stock
Exchange or such other securities exchange, as applicable, of the principal
amount of Notes outstanding following any partial redemption of Notes.


 


44






 












 


Section 3.10.  
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. London 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.


 


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
London, England and, if the Notes are listed on the official list of the
Luxembourg Stock Exchange, in Luxembourg, 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 Principal Paying Agent for the Notes.  The 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
London, England and, if so required by this Indenture, Luxembourg 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.  
Reports.


 


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


 


45

















 


(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 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. 
For purposes of this Section 4.03, OI Group will be deemed to have
furnished the reports to the Trustee and the Holders as required by this Section 4.03
if OI Group has filed such reports with the Commission via the EDGAR filing
system and such reports are publicly available. 
OI Group also shall
comply with the other provisions of TIA Section 314(a).


 


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).


 


OI Group shall also make available
copies of all reports required by clauses (i) and (ii) of the first
paragraph of this Section 4.03, if and so long as the Notes are listed on
the Luxembourg Stock Exchange and admitted for trading on the Euro MTF at the
offices of the Paying Agent in Luxembourg or, to the extent and in the manner
permitted by such rules, post such reports on the website of OI Inc. (www.o-i.com).


 


46

















 


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 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].


 


47

















 


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 4.11, 4.12, 4.13, 4.14 (other than provisions described in the next
paragraph), 4.15, 4.16, 4.17, clause (4) of the first paragraph of 5.01
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 and the Company:  None of OI Group, any of its Domestic
Subsidiaries or the Company 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 OI Group, any of its Domestic Subsidiaries
or the Company, 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, any of its Domestic Subsidiaries or the Company securing Indebtedness
of OI Group, any of its Domestic Subsidiaries or the Company 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,
any of its Domestic Subsidiaries or the Company 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.


 


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 collateral or other 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
any Specified New Senior Debt.


 


48

















 


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 all 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 or integral multiples of €1,000 in excess
thereof) 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 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 describing the transaction or
transactions that constitute a Change of Control and offering to repurchase
Notes on the date specified in such notice.  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 no earlier than 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 or an integral
multiple of €1,000 in excess thereof, 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 or an integral multiple €1,000 in excess thereof,
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 or an integral multiple of €1,000
in excess thereof.  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.


 


49

















 


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
(or cause to be delivered) to each Holder of Notes so tendered the Change of
Control Payment for such Notes, and the Trustee (or an authentication agent
appointed by it) 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 integral multiples of €1,000, 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 Luxembourg Stock
Exchange or any other securities exchange, to the extent required by the
Luxembourg Stock Exchange or such other securities exchange, the Company shall
notify the Luxembourg Stock Exchange or such other securities exchange that a
Change of Control has occurred and any relevant details relating to such Change
of Control.


 


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;


 


50

















 


(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 or Cash Equivalents.  For
purposes of this provision, each of the following shall be deemed to be cash or
Cash Equivalents:


 


(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.


 


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 (including
the Existing Senior Notes) 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


 


51

















 


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 will 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 Company 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 equal to 100% of principal amount plus accrued and unpaid
interest 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


 


52

















 


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 in right of payment to the Notes or the
Guarantees of the 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 other than Indebtedness of the Company by the


 


53

















 


Company
that is (i) subordinated in right of payment to the Notes or the
Guarantees and (ii) incurred by the Company after the Issue Date; 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 April 1, 2007
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 and other property 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


 


(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 or other property
received upon the sale or liquidation of such Restricted Investment (less the
cost of disposition, if any); plus


 


54
















 


(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 preferred
stock of OI Inc. issued after the Issue Date 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,


 


55

















 


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 Disqualified Stock
or 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 or such Disqualified Stock or preferred
stock is issued 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, or the
Disqualified Stock or the preferred stock has been issued, as the case may be,
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 OBGC and its Restricted Subsidiaries thereunder) not to exceed
$4.5 billion (of which not more than $3.0 billion of such Indebtedness shall be
incurred by Restricted Subsidiaries (for the avoidance of doubt, other than the
Company) 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;


 


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


 


56

















 


(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 by this Indenture 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 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);


 


57

















 


(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;


 


(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 other than the Company 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 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


 


58

















 


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 10.0% 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 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.


 


59

















 


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


 


60

















 


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 collateral or other 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
any Specified New Senior Debt.


 


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 the encumbrances and restrictions contained in
any such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings are not materially less
favorable to the Holders of the Notes, taken as a whole than the encumbrances
and restrictions contained in such Existing Indebtedness, Credit Facilities,
charter documents and shareholder agreements as of the Issue Date (as
determined in good faith by the Company);


 


(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 incurred
in connection with or in contemplation of such acquisition),


 


61

















 


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 provisions in leases, including operating leases, licenses
and other similar agreements entered into in the ordinary course of business;


 


(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)           any encumbrance or restriction with respect to a Restricted Subsidiary
arising pursuant to an agreement or instrument relating to any Indebtedness
permitted to be incurred subsequent to the Issue Date under Section 4.13:
(i) if the encumbrances and restrictions contained in any such agreement
or instrument taken as a whole are not materially less favorable to the Holders
of the Notes than the encumbrances and restrictions contained in the Credit
Agreement as of the Issue Date (as determined in good faith by the Company) or
(ii) if such encumbrance or restriction is not materially more disadvantageous
to the Holders of the Notes than is customary in comparable financings (as
determined in good faith by the Company) and either (x) the Company
determines that such encumbrance or restriction will not adversely affect the
Company’s ability to make principal or interest payments on the Notes as and
when they come due or (y) such encumbrance or restriction applies only if
a default occurs in respect of a payment or financial covenant relating to such
Indebtedness;


 


(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;


 


(10)         customary provisions in joint venture agreements and other similar
agreements (in each case, relating solely to the respective joint venture or
similar entity or the equity interest therein) entered into in the ordinary
course of business; and


 


(11)         any encumbrance or restriction of OI Group or any of its Restricted
Subsidiaries or a special purpose vehicle established by any of them to
purchase and sell accounts receivable, provided
that such restrictions


 


62

















 


apply
only to the accounts receivable which are the subject of any accounts
receivable transaction and provided further that, in the good faith
determination of senior management of OI Group, such encumbrance or restriction
is necessary to effect such transaction.


 


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 $25.0 million, unless:


 


(1)           such Affiliate Transaction is on terms that are not materially less
favorable to OI Group or the relevant Restricted Subsidiary than those that
could have been obtained in a comparable transaction by OI Group or such
Restricted Subsidiary with an unrelated Person; and


 


(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 $50.0 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;


 


(3)           payment of reasonable directors’ fees;


 


(4)           Restricted Payments that are permitted by Section 4.12 and the
definition of “Permitted Investments” (other than pursuant to clauses (3), (10) and
(12));


 


63

















 


(5)           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;


 


(6)           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;


 


(7)           in addition to any payments referred to in (5) 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 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;


 


(8)           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;


 


(9)           transactions with customers, clients, suppliers, joint ventures 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; and


 


(10)         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.


 


64
















 


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 businesses currently operated by the
Company and OBGC 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 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) in the case of a Restricted Subsidiary other than
the Company, a corporation organized or existing under the laws of the United
States, any state thereof


 


65

















 


or
the District of Columbia and (b) in the case of the Company, a corporation
organized or existing under the laws of the United States, any state thereof or
the District of Columbia or a corporation organized under the laws of a
jurisdiction other than the United States of America or any State thereof;


 


(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 and this Indenture 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 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.


 


66

















 


ARTICLE 6.


 


DEFAULTS AND REMEDIES


 


Section 6.01.  
Events of Default.


 


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


 


(1)                                  the Company defaults in the payment of interest or any Additional
Amounts on or 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 Noteswhen
the same becomes due and payable at maturity, upon redemption or otherwise;


 


(3)                                  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;


 


(4)                                  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);


 


(5)                                  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 $75.0
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 $150.0 million or more;


 


(6)                                  any final judgment or order for payment of money in excess of $75.0
million in any individual case and $150.0 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;


 


(7)                                  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


 


67

















 


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;


 


(8)                                  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; and


 


(9)                                  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.


 


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, 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 (8) and (9) of Section 6.01,
occurs and is continuing, the Trustee by notice to the Company, or the


 


68

















 


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 (8) or (9) of
Section 6.01 occurs, all outstanding Notes shall become and be due and
payable immediately without any declaration, act or notice or other act on the
part of the Trustee or any Holders.  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 Amounts, if any, 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.


 


69

















 


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:


 


(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 Amounts, if any) 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 7.06.


 


70

















 


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 7.06.  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
pursuant to this Article 6, 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 7.06, including
payment of all compensation, expenses 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 and Additional Amounts, if any, 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


 


71

















 


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 and the Agents
shall be determined solely by the express provisions of this Indenture and the
Trustee and the Agents need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations
shall be read into this Indenture against the Trustee or the Agents; 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, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts; and


 


72

















 


(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 Sections 6.02, 6.04 or 6.05.


 


(d)                                 Whether or not therein expressly so provided,
every provision of this Indenture that in any way relates to the Trustee is
subject to paragraphs (a), (b) and (c) of this Section 7.01.


 


(e)                                  No provision of this Indenture shall require
the Trustee to expend or risk its own funds or incur any liability.  The Trustee will be under no obligation to
perform any duty or exercise any of its rights or powers under this Indenture
at the request of the Holders, unless such Holder has offered to the Trustee
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)                                 The Trustee shall not be deemed to have notice or any knowledge of any
matter (including without limitation Defaults or Events of Default) unless a
Responsible Officer assigned to and working in the Trustee’s corporate trust
and agency department has actual knowledge thereof or unless written notice
thereof is received by the Trustee and such notice clearly references the
Notes, the Company or this Indenture.


 


(h)                                 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 7.06, 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.


 


(a)                                  The Trustee may conclusively 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, 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.


 


73

















 


(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, at the expense of the Company,
may consult with counsel or other professional advisors of its selection and
may rely on the written advice of such counsel,
professional advisor or any Opinion of Counsel.


 


(g)                                 The Trustee shall not be deemed to have
knowledge 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 rights, privileges, protections, immunities and benefits given to the
Trustee, including its right to be indemnified and/or secured, are extended to,
and shall be enforceable by the Trustee in each of its capacities hereunder and
by each agent (including the Agents), custodian and other person employed to
act hereunder.  Absent wilful misconduct
or negligence, each Paying Agent, Registrar and Transfer Agent shall not be
liable for acting in good faith on instructions believed by it to be genuine
and from the proper party.


 


(k)                                  In the event the Trustee receives inconsistent or conflicting requests
and indemnity from two or more groups of Holders, each representing less than a
majority in aggregate principal amount of the Notes then outstanding, pursuant
to the provisions of this Indenture, the Trustee, in its sole discretion, may
determine what action, if any, will be taken.


 


(l)                                     In no event shall the Trustee be responsible or liable for any failure or
delay in the performance of its obligations hereunder arising out of or caused
by acts of war or terrorism involving the United States, the United Kingdom or
any member state of the European Monetary Union or any other national or
international calamity or emergency (including natural disasters or acts of
God), it being understood that the Trustee shall use reasonable efforts which
are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.


 


74
















 


(m)                               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.


 


(n)                                 The permissive right of the Trustee to take the actions permitted by this
Indenture shall not be construed as an obligation or duty to do so.


 


(o)                                 The Trustee will not be liable to any person if prevented or delayed in
performing any of its obligations or discretionary functions under this
Indenture by reason of any present or future law applicable to it, by any
governmental or regulatory authority or by any circumstances beyond its
control.


 


(p)                                 The Trustee shall not under any circumstances be liable for any
consequential loss (being loss of business, goodwill, opportunity or profit of
any kind) of the Company, any Restricted Subsidiary of the Company or any other
Person (or, in each case, any successor thereto).


 


(q)                                 No provision of this Indenture shall require
the Trustee to do anything which, in its opinion, may be illegal or contrary to
applicable law or regulation.


 


(r)                                    The Trustee may refrain from taking any action
in any jurisdiction if the taking of such action in that jurisdiction would, in
its opinion, based upon legal advice in the relevant jurisdiction, be contrary
to any law of that jurisdiction or, to the extent applicable, the State of New
York.


 


(s)                                  The Trustee may assume without inquiry in the
absence of actual knowledge that the Company is duly complying with its
obligations contained in this Indenture required to be performed and observed
by it, and that no Default or Event of Default or other event which would
require repayment of the Notes has occurred.


 


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. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict
within 90 days, apply to the Commission for permission to continue as trustee
(if this Indenture has been qualified under the TIA) or resign. Any Agent may
do the same with like rights and duties. 
The Trustee is subject to Sections 7.09 and 7.10 hereof.


 


Section 7.04.  
Trustee’s Disclaimer.


 


The Trustee will not be responsible
and makes no representation as to the validity or adequacy of this Indenture or
the Notes (including any Guarantee), it shall not be accountable for the
Company’s use of the proceeds from the Notes or any money paid to the Company
or upon the Company’s discretion under any provision of this Indenture, it
shall not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee, and it will not be responsible for any
statement or recital herein or any statement in the Notes or any


 


75

















 


other document in connection with
the sale of the Notes or pursuant to this Indenture 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 90 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.  
Compensation and Indemnity.


 


The Company, or upon the failure of
the Company to pay, each Guarantor, jointly and severally, shall pay to the
Trustee and the Agents from time to time compensation as shall be agreed upon
in writing for its acceptance of this Indenture and services hereunder.  The Trustee’s compensation will not be limited by any
law on compensation of a trustee of an express trust. The Company, and each Guarantor, jointly and severally,
shall reimburse the Trustee or the Agent as the case may be promptly upon
written request for all reasonable disbursements, advances and out-of-pocket
expenses incurred or made by it in addition to the compensation for its
services.  Such expenses shall include
reasonable compensation, disbursements and out-of-pocket expenses of the Agent
and Trustee’s agents and counsel.


 


The Company and the Guarantors,
jointly and severally, shall indemnify each of the Trustee, any predecessor
Trustee and the Agents for any and all 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 them, without negligence,
willful misconduct or bad faith on their part, arising out of or in connection
with the acceptance or administration of this Indenture and their duties
hereunder  including the costs and expenses
of enforcing this Indenture against the Company and the Guarantors (including
this Section 7.06) and defending itself against any claim (whether
asserted by the Company, the Guarantors, any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers
or duties hereunder.  The Trustee or the Agents as the case may be shall notify the
Company promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the Company will
not relieve the Company or any of the Guarantors of their obligations
hereunder, except when such failure to notify is prejudicial to the Company or
the Guarantors.  Except where the
interests of the Company and the Guarantors, on the one hand, and the Trustee,
on the other hand, may be adverse, the
Company or such Guarantor shall defend the claim and the Trustee or Agents
shall cooperate in the defense.  The
Trustee or Agents may have separate counsel and the Company shall pay the
properly incurred fees and expenses of such counsel.  Neither the Company nor any Guarantor need
not pay for any settlement made without its consent, which consent will not be
unreasonably withheld.


 


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


 


76

















 


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(8) or
(9) occurs, the expenses and the compensation for the services shall be
intended to constitute expenses of administration under any applicable
Bankruptcy Law.


 


The indemnity contained in this Section 7.06
shall survive the termination of this Indenture and shall continue for the
benefit of the Trustee or an Agent notwithstanding its resignation or
retirement.


 


Section 7.07.  
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 7.07.


 


The Trustee may resign at any time
and be discharged from the trust hereby created 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 7.09;


 


(2)                                  the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;


 


(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, (i) 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 or (ii) the
retiring Trustee may appoint a successor Trustee at any time prior to the date
on which a successor Trustee takes office, provided that such appointments
shall be reasonably satisfactory to the Company (such acceptance not to be
unreasonably withheld to delayed).


 


If the Trustee fails to comply with Section 7.09,
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.


 


77

















 


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 7.06),
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 7.06
shall continue for the benefit of the retiring Trustee.


 


Section 7.08.  
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.


 


Section 7.09.  
Eligibility; Disqualification.


 


The Notes shall always have a
Trustee who satisfies the requirements of TIA Section 310(a)(5).  There will at all times be a Trustee hereunder that is
a corporation organized and doing business under the laws of England and Wales,
or the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to
supervision or examination by federal or state authorities and that has a
combined capital and surplus of at least $50.0 million as set forth in its most
recent published annual report of condition.
The Trustee is also subject to TIA Section 310(b).


 


Section 7.10.  
Agents.


 


(a)                                  Resignation of Agents. Any Agent may resign and be
discharged from its duties under this Indenture at any time by giving thirty
(30) days’ prior written notice of such resignation to the Trustee and Company.
The Trustee or Company  may
remove any Agent at any time by giving thirty (30) days’ prior written notice
to any Agent. Upon such notice, a successor Agent shall be appointed by the
Company, who shall provide written notice of such to the Trustee. Such
successor Agent shall become the Agent hereunder upon the resignation or
removal date specified in such notice. If the Company  is unable to replace the resigning Agent within
thirty (30) days after such notice, the Agent may, in its sole discretion,
deliver any funds then held hereunder in its possession to the Trustee or may
apply to a court of competent jurisdiction for the appointment of a successor
Agent or for other appropriate relief. The reasonable costs and expenses
(including its counsels’ fees and expenses) incurred by the Agent in connection
with such proceeding shall be paid by the Company. Upon receipt of the identity
of the successor Agent, the Agent shall deliver any funds then held hereunder
to the successor Agent, less the Agent’s fees, costs and expenses or other
obligations owed to the Agent. Upon its resignation and delivery any funds, the
Agent shall be discharged of and from any and all further obligations arising
in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.06.


 


78

















 


(b)                                 The Agents (which, for the avoidance of doubt, does not include the
Trustee) shall act solely as agents of the Company and need have not concern
for the interests of the Holders, except as expressly stated elsewhere in this
Indenture.


 


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.


 


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
(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 euro, euro-denominated
non-callable Government Securities, or a combination thereof, 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 Amounts, if any, and
accrued interest to the date of Maturity or redemption;


 


(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;


 


79

















 


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


 


(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 in this Indenture 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
date of the deposit referred to in subparagraph (1) hereof, the provisions
of this Indenture, as it relates to such outstanding Notes, shall no


 


80

















 


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:


 


(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 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 euro, euro-denominated non-callable Government
Securities or a combination thereof, 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 Amounts, 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 U.S. 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 U.S. federal
income tax purposes as a result of such deposit, defeasance and discharge and
shall be subject to U.S. 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 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);


 


(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;


 


81

















 


(5)                                  the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that, as of the date of such opinion, 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 under Dutch law or other applicable law;


 


(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 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 euro, euro-denominated non-callable Government
Securities or a combination thereof, 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 Amounts, 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 Holders of the
outstanding Notes shall not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such deposit and defeasance and shall be
subject to U.S. 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 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);


 


(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;


 


82

















 


(5)                                  the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that, as of the date of such opinion, 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 under Dutch law or other applicable law;


 


(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 Notes, or the Guarantees of
the Notes without 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;


 


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


 


(5)                                  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 Luxembourg Paying Agent);


 


(6)                                  to comply with any requirements of the TIA; or


 


83

















 


(7)                                  conform the Notes, the Guarantees or this Indenture to any
provision of the “Description of Notes” contained in the Offering Memorandum
dated September 10, 2010 to the extent that such provision in such “Description
of Notes” was intended to be a verbatim recitation of a provision of the Notes,
the Guarantees or this Indenture.


 


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 Notes, or the Guarantees of the 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 Amounts 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 Euros (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 Amounts on, the Notes;


 


(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; or


 


84
















 


(11)         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 any such 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.


 


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.


 


85

















 


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 Amounts,
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
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


 


86

















 


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 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


 


87

















 


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 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


 


88

















 


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 Restricted 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 be a
Guarantor hereunder and deliver an Opinion of Counsel to the Trustee 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 Luxembourg Stock Exchange, the Company will, to the
extent required by the rules of the Luxembourg Stock Exchange, notify the
Luxembourg Stock Exchange and deposit a copy of the new Guarantee with the
Luxembourg Stock Exchange and the Luxembourg 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.


 


89

















 


Section 10.10.  
Release of Guarantor.


 


(a)           A Guarantor shall be
automatically released without any action on the part of the Trustee or 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.


 


(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.


 


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 and its Guarantee 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


 


90

















 


(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.  
[Intentionally Omitted].


 


Section 11.02.  
Notices.


 


Any notice or communication by the
Company, any Guarantor, the Trustee, the Luxembourg Paying Agent, Transfer
Agent or Registrar to the others is duly given if in writing and delivered in
person or sent by first-class mail (registered or certified, return receipt
requested), facsimile transmission or overnight air courier guaranteeing
next-day delivery, addressed as follows:


 


If to the Company:


 


OI European Group B.V.

Buitenhavenweg 114-116

3113 BE

Schiedam

The Netherlands

Attention:  Treasurer

Telephone:  + 31 10 409 4565

Facsimile:   + 31 10 409 4771


 


with a copy to:

Owens-Illinois Group, Inc.

One Michael Owens Way 

Perrysburg, OH 43551 

USA 

Attention:  Treasurer

Telephone:  (567) 336-5000


 


If to the Trustee:


 


Deutsche Trustee Company Limited

Winchester House

1 Great Winchester Street


London EC2N 2DB 

Attention:  Managing Director 

Facsimile+ 44 20 7547 6149


 


91

















 


If to the Luxembourg Paying Agent
and Transfer Agent and Registrar:


 


Deutsche Bank Luxembourg, S.A.

2 boulevard Konrad Adenauer


L-1115 Luxembourg

Luxembourg

Attention:  Coupon Paying Department

Fax Number:  + 352 473 136


 


If to the Principal Paying Agent and
Transfer Agent:


 


Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

England

Attention:  Trust & Securities
Services

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.


 


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 transmitted by
fascimile; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next-day delivery.


 


Except as otherwise provided in this
Indenture, any notice or communication to a Holder shall be mailed by
first-class mail or facsimile transmission or overnight courier to his address
shown on the register kept by the Registrar.  Failure to mail (or cause to be
delivered) 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 (or causes to be delivered) a notice or communication to Holders, it
shall mail (or cause to be delivered) a copy to the Trustee at the same time.


 


If a notice or communication is
mailed or delivered 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).


 


92

















 


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;


 


(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,
Amsterdam, The Netherlands or, if at any time the Notes shall be listed on the
Luxembourg Stock Exchange, Luxembourg, 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.


 


93

















 


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


 


Section 11.11.  
Consent to Jurisdiction and Service.


 


The Company will appoint CT
Corporation System as its agent for service of process in any suit, action or
proceeding with respect to this Indenture or the Notes and for actions brought
under the U.S. federal or state securities laws brought in any U.S. federal or
state court located in the Borough of Manhattan in the City of New York and
will submit to such jurisdiction.


 


In relation to any legal action or
proceedings arising out of or in connection with this Indenture or the Notes,
the Company irrevocably submits to the non-exclusive jurisdiction of the
federal and state courts of competent jurisdiction in the City of New York,
County and State of New York, United States of America and the Company hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in any such court and irrevocably waives any objection
it may now or hereafter have as to the venue of any such suit, action or
proceeding brought in such court or that such court is an inconvenient forum.


 


Section 11.12.  
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 11.13.  
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.


 


94

















 


Section 11.14.  
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 11.15.  
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]


 


95
















 


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


 


	
   

  	
  OI EUROPEAN GROUP B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
   

  	
  James W. Baehren

  
	
   

  	
   

  	
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James W. Baehren

  
	
   

  	
   

  	
  James W. Baehren

  



 

















 


	
   

  	
  DEUTSCHE
  BANK AG, London Branch, as Principal Paying Agent and Transfer Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. Keeler

  
	
   

  	
   

  	
  Name: M. Keeler

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ S. Ferguson

  
	
   

  	
   

  	
  Name: S. Ferguson

  
	
   

  	
   

  	
  Title: Vice President

  



 


97

















 


	
   

  	
  DEUTSCHE
  BANK LUXEMBOURG SA, as Luxembourg Paying Agent and Transfer Agent and
  Registrar

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shane Duncan

  
	
   

  	
   

  	
  Name: Shane Duncan

  
	
   

  	
   

  	
  Title: Attorney

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. Keeler

  
	
   

  	
   

  	
  Name: M. Keeler

  
	
   

  	
   

  	
  Title: Attorney

  



 


98

















 


	
   

  	
  DEUTSCHE TRUSTEE COMPANY LIMITED,
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. Keeler

  
	
   

  	
   

  	
  Name: M. Keeler

  
	
   

  	
   

  	
  Title: Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ S. Ferguson

  
	
   

  	
   

  	
  Name: S. Ferguson

  
	
   

  	
   

  	
  Title: Associate Director

  



 


99

















 


ANNEX A


 


	
  Name of Guarantor

  	
   

  	
  Title of Officer Executing on Behalf of Such

  Guarantor

  
	
   

  	
   

  	
   

  
	
  ACI America Holdings Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Brockway Realty Corporation

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  NHW Auburn, LLC

  	
   

  	
  Senior Vice President and
  Secretary of its sole member

  
	
   

  	
   

  	
   

  
	
  OI Auburn Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Australia Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI California Containers Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Castalia STS Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI General Finance Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI General FTS Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  O-I Holding LLC

  	
   

  	
  Senior Vice President and
  Secretary of its sole member

  
	
   

  	
   

  	
   

  
	
  OI International Holdings Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI Levis Park STS Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OI
  Puerto Rico STS Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  OIB Produvisa Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Brockway Glass Container
  Inc.

  	
   

  	
  Senior Vice President and
  Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Brockway
  Packaging, Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois General Inc.

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
  Owens-Illinois Group, 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

  



 


Annex A-1

















 


	
  Name of Guarantor

  	
   

  	
  Title of Officer Executing on Behalf of Such

  Guarantor

  
	
   

  	
   

  	
   

  
	
  Universal Materials, Inc.

  	
   

  	
  Vice President and Secretary

  



 


2

















 


EXHIBIT A

FORM OF CERTIFICATE OF TRANSFER


 


OI European Group B.V.

c/o Owens-Illinois Group, Inc.

One Michael Owens Way,

Perrysburg, Ohio 43551

USA


 


Attention:  Treasurer


 


Re:  [ ]


 


(CUSIP/ISIN/COMMON CODE
                                      )


 


Reference is hereby made to the
Indenture dated as of September 15, 2010 among OI European Group B.V., a
private company with limited liability incorporated under the laws of The
Netherlands (the “Company”),
the Guarantors (as defined therein) and Deutsche Trustee
Company Limited, an English limited company, as Trustee, Deutsche Bank AG,
London Branch, as Principal Paying Agent and Transfer Agent and Deutsche Bank
Luxembourg, S.A., as Luxembourg Paying Agent and Transfer Agent and Registrar.  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.


 


A-1

















 


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 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 


 


A-2

















 


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.


 


(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)                               o
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


 


OI European Group B.V.

c/o Owens-Illinois Group, Inc.

One Michael Owens Way,

Perrysburg, Ohio 43551

USA


 


Attention:  Treasurer


 


Re:  [Title of Security]


 


(CUSIP/ISIN/Common Code
             )


 


Reference is hereby made to the
Indenture dated as of September 15, 2010 among OI European Group B.V., a private company with limited liability
incorporated under the laws of The Netherlands (the “Company”), the Guarantors (as defined
therein) and Deutsche Trustee Company Limited, an English limited company, as
Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent and
Transfer Agent and Deutsche Bank Luxembourg, S.A., as Luxembourg Paying Agent
and Transfer Agent and Registrar. 
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)           o  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 


 


B-1

















 


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 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.


 


B-2

















 


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-3

















 


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 September 15,
2010, as such Indenture may be supplemented or amended (the “Indenture”) by and among OI European Group
B.V. (the “Company”), the
Guarantors listed on the signature pages thereto, Deutsche Trustee Company
Limited, an English limited company, as Trustee (“Trustee”),
Deutsche Bank AG, London Branch, as Principal Paying Agent
and Transfer Agent and Deutsche Bank Luxembourg, S.A., as Luxembourg Paying
Agent and Transfer Agent and Registrar, (a) the due and punctual payment
of the Principal of, interest on and Additional Amounts, if any, with respect
to the 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
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 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.


 


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


 


	
   

  	
   

  
	
   

  	
  [Name of Guarantor]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


C-1

















 


EXHIBIT D


 


[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]


 


OI
EUROPEAN GROUP B.V.


 


6.75%
SENIOR NOTES DUE 2020


 




	
  Number:

  	
   

  	
  ISIN              

  	
   

  	
  €

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Common Code No.                 

  	
   

  	
   

  






 


OI EUROPEAN GROUP B.V., a private
company with limited liability incorporated under the laws of The Netherlands
(the “Company”), for value received, hereby promises to pay to BT Globenet
Nominees Limited, as nominee of Deutsche Bank AG, Branch, as Common Depositary
for Euroclear Bank S.A./N.V. and Clearstream Banking S.A., or registered
assigns, the principal sum of
                                                                                    
on September 15, 2020.


 


Interest Payment Dates: January 30
and July 30, commencing [    ],
[    ].


 


Record Dates: January 15 and July 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.


 


	
   

  	
  OI EUROPEAN GROUP B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


D1-2

















 


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


 


DEUTSCHE BANK LUXEMBOURG S.A.,


not in its personal capacity but in
its capacity as


Authenticating Agent appointed by
the Trustee,


DEUTSCHE TRUSTEE COMPANY LIMITED


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


D2-1

















 


OI EUROPEAN GROUP B.V.


 


6.75% SENIOR NOTES DUE 2020


 


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


 


1.                                       Interest


 


OI EUROPEAN GROUP B.V., a private
company with limited liability incorporated under the laws of The Netherlands
(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. Interest on this Note shall accrue from
[date of issuance of initial Notes or Additional Notes, as applicable] or from
the most recent interest payment date to which interest has been paid or
provided for, as the case may be; interest on this Note shall be payable
semi-annually on January 30 and July 30 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 January 30, 2011; and interest on this Note shall be payable to holders
of record on the January 15 or July 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 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 January 15 or July 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 and interest in euros or any
successor currency that at the time of payment is legal tender for payment of
public and private debts. If a Holder of Notes holds Notes as Definitive Securities
and has given wire instructions to the Company, the Company will pay all
Principal of and any interest on that Holder’s Notes in accordance with those
instructions. All other payments of Principal and interest on this Note will be
payable, and this Note may be exchanged or transferred, at the office or agency
of the Company in London, England (which initially will be the Principal Paying
Agent); provided that, at the
option of the Company, payment of interest 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 on, all Global Notes and all other Definitive Notes
the Holders of which will have provided wire transfer instructions to the
Company or the Principal Paying Agent. Such payment will be in euros or any
successor currency that at the time of payment is legal tender for payment of
public and private debts.


 


D1-2

















 


3.                                       Paying Agent and Registrar


 


Initially, Deutsche Bank AG, London
Branch, will act as Principal Paying Agent and Transfer Agent (“Principal
Paying Agent and Transfer Agent”). Deutsche Bank Luxembourg S.A. will act as
Luxembourg Paying Agent and Transfer Agent and Registrar (“Luxembourg Paying
Agent and Transfer Agent and Registrar”) for so long as the Notes are admitted
to trading on the Euro MTF market and listed on the Official List of the
Luxembourg Stock Exchange. 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.


 


4.                                       Indenture


 


The Company issued this Note under an
Indenture dated as of September 15, 2010 among the Company, the
Guarantors, Deutsche Trustee Company Limited, as Trustee, the Principal Paying
Agent and Transfer Agent and the Luxembourg Transfer Agent, Listing Agent,
Paying Agent and Registrar (the “Indenture”). This Note is a series designated
as the “6.75% Senior Notes due 2020” 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.                                       Additional Amounts


 


All payments made by the Company
under or with respect to a Note or by a Guarantor under or with respect to a
Guarantee will be made free and clear of and without withholding or deduction
for or on account of any present or future tax, duty, levy, impost, assessment
or other governmental charge (including penalties, interest and other
liabilities related thereto) (hereinafter, “Taxes”) imposed or levied by or on behalf
of the government of The Netherlands or any other jurisdiction in which the
Company or any Guarantor is organized or is a resident for tax purposes or
within or through which payment is made or any political subdivision or taxing
authority or agency thereof or therein (any of the aforementioned being a “Taxing
Jurisdiction”), unless
the Company or such Guarantor is required to withhold or deduct any such Taxes
by law or by the interpretation or administration thereof.


 


If the Company or any Guarantor is
so required to withhold or deduct any amount for or on account of Taxes from
any payment made under or with respect to a Note or a Guarantee of such
Guarantor, the Company or such Guarantor, as applicable, will pay such
additional amounts (“Additional
Amounts”) as
may be necessary so that the net amount received by the Holder of such Note
(including Additional Amounts) after such withholding or deduction of such
Taxes will not be less than the amount such Holder would have received if such
Taxes had not been required to be withheld or deducted; provided, however, that notwithstanding
the foregoing, Additional Amounts will not be paid with respect to:


 


D1-3

















 


(1)          any Taxes that would not have been so imposed, deducted or
withheld but for the existence of any present or former connection between the
Holder or beneficial owner of a Note (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of power over, the Holder
or beneficial owner of such Note, if the Holder or beneficial owner is an
estate, nominee, trust, partnership or corporation) and the relevant Taxing
Jurisdiction, including, without limitation, the Holder or beneficial owner
being, or having been, a citizen, national, or resident, being, or having been,
engaged in a trade or business, being, or having been, physically present in or
having had a permanent establishment in the relevant Taxing Jurisdiction (but
not including the mere receipt of such payment or the ownership or holding of
or the execution, delivery, registration or enforcement of such Note);


 


(2)           subject to the last paragraph of this
Section, any estate, inheritance, gift, sales, excise, transfer or personal
property tax or similar tax, assessment or governmental charge;


 


(3)           any Taxes payable otherwise than by
deduction or withholding from payments under or with respect to such Note or
Guarantee;


 


(4)           any Taxes that would not have been so
imposed, deducted or withheld if the Holder or beneficial owner of the Note or
beneficial owner of any payment on such Note had (i) made a declaration of
nonresidence, or any other claim or filing for exemption, to which it is
entitled or (ii) complied with any certification, identification,
information, documentation or other reporting requirement concerning the
nationality, residence, identity or connection with the relevant Taxing
Jurisdiction of such Holder or beneficial owner of such Note or any payment on
such Note (provided that (x) such
declaration of nonresidence or other claim or filing for exemption or such
compliance is required by the applicable law of the Taxing Jurisdiction as a
precondition to exemption from, or reduction in the rate of the imposition,
deduction or withholding of, such Taxes and (y) at least 60 days prior to
the first payment date with respect to which such declaration of non-residence
or other claim or filing for exemption or such compliance is required under the
applicable law of the Taxing Jurisdiction, the relevant Holder at that time has
been notified by the Company, any Guarantor or any other person through whom
payment may be made that a declaration of non-residence or other claim or
filing for exemption or such compliance is required to be made);


 


(5)           any Taxes that would not have been so
imposed, deducted or withheld if the beneficiary of the payment had presented
the Note for payment within 30 days after the date on which such payment or such
Note became due and payable or the date on which payment thereof is duly
provided for, whichever is later (except to the extent that the Holder would
have been entitled to Additional Amounts had the Note been presented on the
last day of such 30-day period);


 


D1-4






 












 


(6)           any payment under or with respect to
a Note to any Holder that is a fiduciary, limited liability company or
partnership or any person other than the sole beneficial owner of such payment
or Note, to the extent that a beneficiary or settlor with respect to such
fiduciary, a member of such a partnership or limited liability company or the
beneficial owner of such payment or Note would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the actual Holder of such Note;


 


(7)           any Taxes imposed on a payment to an
individual and required to be made pursuant to European Council Directive
2003/48/EC (the “Directive”)
or any law implementing or complying with, or introduced in
order to conform to, the Directive;


 


(8)           any Note presented for payment by, or
on behalf of, a Holder who would have been able to avoid such Taxes by
presenting the relevant note to another Paying Agent in a Member State of the
European Union; or


 


(9)           any combination of items (1) through
(8) above.


 


The foregoing provisions shall apply
mutatis mutandis to any Taxing
Jurisdiction with respect to any successor Person to the Company or a
Guarantor.


 


The Company or the applicable
Guarantor will also make any applicable withholding or deduction and remit the
full amount deducted or withheld to the relevant authority in accordance with
applicable law.  The Company or the applicable
Guarantor will furnish to the Trustee, within 30 days after the date the
payment of any Taxes deducted or withheld is due pursuant to applicable law,
certified copies of tax receipts or, if such tax receipts are not reasonably
available to the Company or such Guarantor, such other documentation that
provides reasonable evidence of such payment by the Company or such Guarantor.  Copies
of such receipts or other documentation will be made available to the Holders
or the Paying Agent, as applicable, upon request.


 


At least 15 days prior to each date
on which any payment under or with respect to any Notes is due and payable,
unless such obligation to pay Additional Amounts arises after the 30th day
prior to such date, in which case it shall be promptly delivered thereafter, if
the Company or any Guarantor will be obligated to pay Additional Amounts with
respect to such payment, the Company or such Guarantor will deliver to the
Trustee and the Paying Agent an Officers’ Certificate stating the fact that
such Additional Amounts will be payable and the amounts estimated to be so
payable and will set forth such other information necessary to enable such
Paying Agent to pay such Additional Amounts to Holders of such Notes on the
relevant payment date.  The Company or the relevant Guarantor will provide the Trustee with
documentation reasonably satisfactory to the Trustee evidencing the payment of
Additional Amounts.  Each Officers’
Certificate shall be relied upon until receipt of a further Officers’
Certificate addressing such matters.  The
Trustee shall be entitled to rely solely on such Officers’ Certificate as
conclusive proof that such payments are necessary.


 


D1-5

















 


Whenever in the Indenture there is
mentioned, in any context, the payment of Principal, interest or of any other
amount payable under or with respect to any Note, such mention shall be deemed
to include mention of the payment of Additional Amounts to the extent that, in
such context, Additional Amounts are, were or would be payable in respect
thereof.


 


The Company and the Guarantors will
pay any present or future stamp, court or documentary taxes or any other excise
or property taxes, charges or similar levies that arise in any jurisdiction
from the execution, delivery, enforcement or registration of the Notes, the
Indenture or any other document or instrument in relation thereto, excluding
all such taxes, charges or similar levies imposed by any jurisdiction outside
any jurisdiction in which the Company or any Guarantor or any successor Person
is organized or resident for tax purposes or any jurisdiction in which a Paying
Agent is located, other than those resulting from, or required to be paid in
connection with, the enforcement of the Notes, the Guarantee or any other such
document or instrument following the occurrence of any Event of Default with
respect to the Notes.  The Company and the Guarantors
agree to indemnify the Holders of the Notes for any such non-excluded taxes
paid by such Holders.


 


6.                                       Optional Redemption


 


(a)           At
any time prior to September 15, 2013, the Company may redeem on any one or
more occasions up to 40% of the aggregate principal amount of the Notes
(calculated after giving effect to any issuance of Additional Notes) at a
redemption price of 106.75% of the principal amount thereof, plus accrued and
unpaid interest 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 Notes (calculated
after giving effect to any issuance of Additional Notes) remains outstanding
immediately after the occurrence of such redemption (excluding 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.


 


(b)           At
any time prior to maturity, the Company may also redeem all or a part of the
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 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).


 


7.                                       Redemption of Notes for Changes in Withholding Taxes


 


The Company may, at its option,
redeem all, but not less than all, of the then outstanding Notes, at any time
upon giving not less than 15 nor more than 60 days’ notice to the Holders of
the Notes (which notice will be irrevocable), at a redemption price equal to
100% of the principal amount of the Notes, plus accrued and unpaid interest
thereon to the redemption 


 


D1-6

















 


date.  This redemption applies only if as
a result of any amendment to, or change in, the laws or treaties (including any
rulings or regulations promulgated thereunder) of The Netherlands or any other
jurisdiction in which the Company or any Guarantor of such Notes is organized
or is a resident for tax purposes or within or through which payment is made or
any political subdivision or taxing authority or agency thereof or therein (or,
in the case of Additional Amounts payable by a successor Person to the Company
or a Guarantor of such Notes, of the jurisdiction in which such successor
Person is organized or is a resident for tax purposes or any political subdivision
or taxing authority or agency thereof or therein) or any amendment to or change
in any official position concerning the interpretation, administration or
application of such laws, treaties, rulings or regulations (including a holding
by a court of competent jurisdiction), which amendment or change is effective
on or after the Issue Date (or, in the case of Additional Amounts payable by a
successor Person to the Company or a Guarantor of such Notes, the date on which
such successor Person became such pursuant to applicable provisions of the
Indenture), the Company or a Guarantor of such Notes has become or will become
obligated to pay Additional Amounts in accordance with Section 3.07 of the
Indenture on the next date on which any amount would be payable with respect to
such Notes and the  Company or
such Guarantor determines in good faith that such obligation cannot be avoided
(including, without limitation, by changing the jurisdiction from which or
through which payment is made) by the use of reasonable measures available to
the Company or such Guarantor.


 


No such notice of redemption may be
given earlier than 60 days prior to the earliest date on which the Company or a
Guarantor of such Notes would be obligated to pay such Additional Amounts were
a payment in respect of such Notes then due or later than 180 days after such
amendment or change referred to in the preceding paragraph.  At
the time such notice of redemption is given, such obligation to pay such
Additional Amounts must remain in effect.  Immediately prior to the mailing
of any notice of redemption described above, the Company shall deliver to the
Trustee (i) an Officers’ Certificate stating that the Company or the
Guarantor, as applicable, has determined in good faith that the Company or such
Guarantor is entitled to effect such redemption and that the obligation to pay
Additional Amounts cannot be avoided by the use of reasonable measures
available to the Company or such Guarantor and (ii) an Opinion of Counsel
to the effect that the Company or the Guarantor, as applicable, will be
required to pay Additional Amounts as a result of an amendment or change
referred to in the preceding paragraph of this Section.  The Trustee will accept and shall be entitled
to rely on such Officers’ Certificate and Opinion of Counsel as sufficient
evidence of the existence and satisfaction of the conditions precedent as
described above, in which event it will be conclusive and binding on the
Holders.


 


So long as the Notes are listed on
the Official List of the Luxembourg Stock Exchange or any other securities
exchange, the Company shall notify the Luxembourg Stock Exchange or such other
securities exchange, as applicable, of any notice of redemption.  In
addition, the Company shall notify the Luxembourg Stock Exchange or such other
securities exchange, as applicable, of the principal amount of Notes
outstanding following any partial redemption of Notes.


 


D1-7

















 


8.                                       Mandatory Redemption


 


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


 


9.                                       Repurchases 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 integral
multiples of €1,000 in excess thereof) 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 purchase or redeem with the
proceeds of sales of assets  (including
the Company 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.


 


10.                                 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 €50,000 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.


 


11.                                 Denominations; Transfer; Exchange


 


The Note is in registered form,
without coupons, in denominations of €50,000 of principal amount and integral
multiples of €1,000 in excess thereof.  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.


 


12.                                 Persons Deemed Owners


 


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


 


D1-8

















 


13.                                 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.


 


14.                                 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.


 


15.                                 Defaults and Remedies


 


Under the Indenture, Events of
Default include:  (1) defaults in
the payment of interest on or any Additional Amounts on or 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
to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the
Indenture; (4) 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); (5) 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 $75.0 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 $150.0
million or more; (6) any final judgment or order for payment of money in
excess of $75.0 million in any individual case and $150.0 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; (7) 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; (8) 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 


 


D1-9

















 


the benefit of its creditors; or (e) admits
in writing its inability generally to pay its debts as the same become due; and
(9) 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.


 


If an Event of Default other than an
Event or Default specified in clauses (8) and (9) 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 
If an Event of
Default specified in clauses (8) or (9) of the preceding
paragraph  occurs, all outstanding Notes
shall become and be due and payable immediately without any declaration, act or
notice, or other act on the part of the Trustee or any Holders.  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 or Additional Amounts, if any, 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.


 


16.                                 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.


 


D1-10

















 


17.                                 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 or resign.


 


18.                                 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 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.


 


19.                                 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.


 


20.                                 Governing Law


 


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


 


21.           Consent
to Jurisdiction and Service The Company will appoint CT Corporation System
as its agent for service of process in any suit, action or proceeding with
respect to this Indenture or the Notes and for actions brought under the U.S.
federal or state securities laws brought in any U.S. federal or state court
located in the Borough of Manhattan in the City of New York and will submit to
such jurisdiction.


 


In relation to any legal action or
proceedings arising out of or in connection with this Indenture or the Notes,
the Company irrevocably submits to the non-exclusive jurisdiction of the
federal and state courts of competent jurisdiction in the City of New York,
County and State of New York, United States of America and the Company hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in any such court and irrevocably waives any objection
it may now or hereafter have as to the venue of any such suit, action or
proceeding brought in such court or that such court is an inconvenient forum.


 


22.                                 Authentication


 


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


 


D1-11

















 


23.                                 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).


 


24.                                 Common Code and ISIN Numbers


 


Pursuant to a recommendation
promulgated by the Committee on Uniform Note Identification Procedures, the
Company has caused Common Code and ISIN numbers to be printed on the Notes, and
the Trustee may use Common Code and ISIN 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 a copy of the Indenture or the
form of Note.  Such requests may be addressed to:


 


	
   

  	
  OI European Group B.V.

  
	
   

  	
  Buitenhavenweg 114-116

  
	
   

  	
  3113 BE

  
	
   

  	
  Schiedam

  
	
   

  	
  The Netherlands

  
	
   

  	
  Attention:  Treasurer

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
  Owens-Illinois Group, Inc. 

  
	
   

  	
  One Michael Owens Way

  
	
   

  	
  Perrysburg, Ohio 43551

  
	
   

  	
  Attention:  Investor Relations

  



 


D1-12

















 


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

  



 


D1-13

















 


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

  	
   

  



 


D1-14

















 


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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


D1-15