Exhibit
10.1


 


Owens-Brockway Glass Containers Inc.


 


Owens-Illinois, Inc.


 


3.00% Exchangeable Senior Notes due 2015


 


REGISTRATION RIGHTS
AGREEMENT


 


May 7,
2010


 


Merrill
Lynch, Pierce, Fenner & Smith


Incorporated


Deutsche
Bank Securities Inc.


Citigroup
Global Markets Inc.


Goldman,
Sachs & Co.


As
representatives of the several Initial Purchasers


named
in Schedule I to the Purchase Agreement,


 


c/o
Merrill Lynch, Pierce, Fenner & Smith


Incorporated


One
Bryant Park


New
York, New York 10036


 


c/o
Deutsche Bank Securities Inc.


60
Wall Street


New
York, New York 10005


 


Ladies
and Gentlemen:


 


Owens-Brockway
Glass Container Inc., a Delaware corporation (the “Company”), proposes
to issue and sell to the Initial Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) the Company’s 3.00%
Exchangeable Senior Notes due 2015 (the “Notes”), guaranteed by certain
guarantors and exchangeable based on common stock, par value $0.01 per share (“OI
Inc. Common Stock”) of Owens-Illinois, Inc., a Delaware corporation (“OI
Inc.”). As an inducement to the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Initial Purchasers thereunder, the Company and OI Inc. agree with the Initial
Purchasers for the benefit of Holders (as defined herein) from time to time of
the Registrable Securities (as defined herein) as follows:


 


1.                                                        Definitions.


 


(a)                                  Capitalized
terms used herein without definition shall have the meanings ascribed to them
in the Purchase Agreement. As used in this Agreement, the following defined
terms shall have the following meanings:


 


“Additional Interest” has the meaning
assigned thereto in Section 7(a).


 


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“Affiliate” of any specified person means
any other person which, directly or indirectly, is in control of, is controlled
by, or is under common control with such specified person. For purposes of this
definition, control of a person means the power, direct or indirect, to direct
or cause the direction of the management and policies of such person whether by
contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.


 


“Automatic Shelf Registration Statement”
shall mean a Shelf Registration Statement which shall become effective upon
filing thereof pursuant to General Instruction I.D of Form S-3.


 


“Closing Date” has the meaning set forth in
the Purchase Agreement.


 


“Commission” means the United States
Securities and Exchange Commission, or any other federal agency at the time
administering the Exchange Act or the Securities Act, whichever is the relevant
statute for the particular purpose.


 


“DTC” means The Depository Trust Company.


 


“Effective Failure” has the meaning assigned
thereto in Section 7(b).


 


“Effective Time” means the time at which
the Commission declares the Shelf Registration Statement effective or at which
the Shelf Registration Statement otherwise becomes effective or, in the case of
designation of an Automatic Shelf Registration Statement as the Shelf
Registration Statement, the date a Prospectus is first made available for use
thereunder by the Holders.


 


“Effectiveness Period” has the meaning
assigned thereto in Section 2(b)(i).


 


“Electing Holder” has the meaning assigned
thereto in Section 3(a)(iii).


 


“Exchange Act” means the United States
Securities Exchange Act of 1934, as amended.


 


“FINRA Rules” means the Conduct Rules of
the Financial Industry Regulatory Authority, Inc., as amended from time to
time.


 


“Fundamental Change” has the meaning set forth in the
Indenture.


 


“Holder” means any person that is the
record owner of Registrable Securities (and includes any person that has a
beneficial interest in any Registrable Security in book-entry form).


 


“Indemnified Period” has the meaning assigned thereto in Section 5(a).


 


“Indenture” means the Indenture dated as of
May 7, 2010, among the Company, the Guarantors, OI Inc. and U.S. Bank
National Association, a national banking association, as trustee (the “Trustee”), as amended and supplemented from time to time in
accordance with its terms.


 


“Initial Purchasers” means the Initial
Purchasers named in Schedule I to the Purchase Agreement.


 


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“Managing Underwriters” means the
investment banker or investment bankers and manager or managers that shall
administer an underwritten offering, if any, conducted pursuant to Section 6.


 


“Notice and Questionnaire” means a Notice
of Registration Statement and Selling Securityholder Questionnaire
substantially in the form of Annex A.


 


“OI Inc. Common Stock” means OI Inc.’s
common stock, par value $0.01 per share.


 


“person”
means an individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.


 


“Prospectus” means the prospectus
(including, without limitation, any preliminary prospectus, any final
prospectus and any prospectus that discloses information previously omitted
from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A or 430B under the Securities Act) included in the
Shelf Registration Statement, as amended or supplemented by any prospectus
supplement with respect to the terms of the offering of any portion of the Registrable
Securities covered by the Shelf Registration Statement and by all other
amendments and supplements to such prospectus, including all material
incorporated by reference in such prospectus and all documents filed after the
date of such prospectus by OI Inc. under the Exchange Act and incorporated by
reference therein and, to the extent applicable and permitted in connection
with any transaction, any “issuer free writing prospectus,” as such term is
defined in Rule 433 under the Securities Act.


 


“Purchase Agreement” means the purchase
agreement, dated as of May 3, 2010, among the Company, the Guarantors
named therein, OI Inc. and the Initial Purchasers relating to the Notes.


 


“Registrable Securities” means all shares
of OI Inc. Common Stock issued or issuable upon exchange of the Notes; provided, however, that a
security ceases to be a Registrable Security when it is no longer a Restricted
Security.


 


“Registration Default” has the meaning
assigned thereto in Section 7(a).


 


“Restricted Security” means any share of OI
Inc. Common Stock issuable or issued in exchange for the Notes, except any such
shares of OI Inc. Common Stock which:


 


(i)                                     cease to be
outstanding;


 


(ii)                                  have been sold
or otherwise transferred pursuant to an effective registration statement;


 


(iii)                               have been sold
pursuant to Rule 144 under the Securities Act (or any successor provision
thereto); or


 


(iv)                              are eligible to
be freely sold pursuant to Rule 144 under the Securities Act (or any
successor provision).


 


“Rule 415” means Rule 415 promulgated
pursuant to the Securities Act, as such rule may 


 


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be
amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.


 


“Rules and Regulations” means the
published rules and regulations of the Commission promulgated under the
Securities Act or the Exchange Act, as in effect at any relevant time.


 


“Securities Act” means the United States
Securities Act of 1933, as amended.


 


“Shelf Registration” means a
registration effected pursuant to Section 2.


 


“Shelf Registration Statement” means a “shelf”
registration statement filed under the Securities Act on Form S-3 or, if
not then available to OI Inc., on another appropriate form, of OI Inc. pursuant
to the provisions of Section 2 of this Agreement, providing for the
registration of, and the sale on a continuous or delayed basis by the Holders
of, all of the Registrable Securities pursuant to Rule 415 and/or any
similar rule that may be adopted by the Commission, filed by OI Inc.
pursuant to the provisions of Section 2 of this Agreement, including the
Prospectus contained therein, any amendments and supplements to such
registration statement, including post-effective amendments, and all exhibits
and all material incorporated by reference in such registration statement.


 


“Suspension Period” has the meaning
assigned thereto in Section 2(d).


 


“Trustee” shall have the meaning set forth
in the Indenture.


 


“Underwriter” means any underwriter of
Registrable Securities in connection with an offering thereof under a Shelf
Registration Statement.


 


(b)                                 Unless the
context indicates otherwise, wherever there is a reference in this Agreement to
a percentage of the “principal amount” of Notes, OI Inc. Common Stock shall be
treated as representing the principal amount of Notes that was surrendered for
exchange in order to receive the number of shares of OI Inc. Common Stock.


 


2.                                                        Shelf
Registration.


 


(a)                                  OI Inc. shall,
no later than 180 calendar days following the Closing Date:


 


(i)                                     file with the
Commission a Shelf Registration Statement covering the offer and sale of the
Registrable Securities by the Holders from time to time in accordance with the
methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement and, if the Shelf Registration Statement is not an
Automatic Shelf Registration Statement, shall use its commercially reasonable
efforts to cause such Shelf Registration Statement to be declared effective
under the Securities Act; or


 


(ii)                                  solely at its
option, in lieu of filing a shelf registration statement and causing such
registration statement to be declared effective as described in clause (i) above,
designate, by means of an Officers’ Certificate (as defined in the Indenture),
an existing Automatic Shelf Registration Statement as a Shelf Registration
Statement able to be used for resales of the Registrable Securities.


 


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In
the event that OI Inc. exercises the option described in clause (ii) above
(which it is not obligated to do), it shall be obligated to use its
commercially reasonable efforts to prepare and file a supplement to the
Prospectus, if necessary, to cover resales of the Registrable Securities by the
Holders no later than 180 calendar days following the Closing Date.


 


Notwithstanding
the foregoing, no Holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement or to use the Prospectus
forming a part thereof for resales of Registrable Securities unless such Holder
is an Electing Holder.


 


(b)                                 OI Inc. shall
use its commercially reasonable efforts:


 


(i)                                     to keep the
Shelf Registration Statement continuously effective under the Securities Act in
order to permit the Prospectus forming a part thereof to be usable by Holders
for a period until the earliest of such time as all of the OI Inc. Common Stock
issuable or issued in exchange for the Notes (1) cease to be outstanding; (2) have
been sold or otherwise transferred pursuant to an effective registration
statement; (3) have been sold pursuant to Rule 144 under the
Securities Act (or any successor provision thereto); or (4) are eligible
to freely be sold pursuant to Rule 144 under the Securities Act (or any
successor provision) (such period being referred to herein as the “Effectiveness
Period”);


 


(ii)                                  after the
Effective Time of the Shelf Registration Statement, promptly upon the request
of any Electing Holder of Registrable Securities, to take any action reasonably
necessary to enable such Electing Holder to use the Prospectus forming a part
thereof for resales of Registrable Securities, including, without limitation,
any action necessary to identify such Electing Holder as a selling
securityholder in the Shelf Registration Statement; and


 


(iii)                               if at any time
the Notes, pursuant to Section 11.05 of the Indenture, are exchangeable
based on securities other than OI Inc. Common Stock, to cause, or to cause any
successor under the Indenture to cause such securities to be included in the
Shelf Registration Statement or a replacement shelf registration statement no
later than the date on which the Notes may then be exchangeable or convertible
into such securities.


 


(c)                                  OI Inc. shall
be deemed not to have used its commercially reasonable efforts to keep the
Shelf Registration Statement effective during the requisite period if OI Inc.
voluntarily takes any action that would result in Holders of Registrable
Securities covered thereby not being able to offer and sell any of such
Registrable Securities during that period, unless (i) OI Inc. is required
by applicable law, or (ii) if the Chief Executive Officer or Chief
Financial Officer of OI Inc. shall have determined in good faith that under
circumstances related to acquisition or divestiture of assets, pending
corporate developments, public filings with the Commission, or other similar
events, it is in the best interests of OI Inc. to suspend the use of the
Prospectus.


 


(d)                                 OI Inc. may
suspend the use of the Prospectus for a period not to exceed 60 consecutive
days or an aggregate of 120 days in any 12 month period (each, a “Suspension
Period”) for the reasons set forth in 2(c) above if, prior to
suspending such use, OI Inc. provides the Holders with written notice of such
suspension, which notice need not specify the nature of the event giving rise
to such suspension.


 


3.                                       Registration
Procedures. In connection with the Shelf Registration
Statement, the 


 


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following
provisions shall apply:


 


(a)                                  (i)                                     Prior to the 30th business day before the Effective Time of the
Shelf Registration Statement, or, if an existing shelf registration statement
is being used, the 30th business day prior to the filing of the
initial supplemental Prospectus relating to the OI Inc. Common Stock issuable
upon exchange of the Notes, OI Inc. shall deliver the Notice and Questionnaire
to the Holders of Registrable Securities, it being understood and agreed that
no Holder shall be entitled to be named as a selling securityholder in the
Shelf Registration Statement, and no Holder shall be entitled to use the
Prospectus forming a part thereof for resales of Registrable Securities at any
time, unless such Holder has returned a completed and signed Notice and
Questionnaire to the Company by the deadline for response set forth therein
(which deadline shall be at least 10 business days prior to the effectiveness
of the shelf registration statement or, if an existing shelf registration
statement is being used, the 10th business day
prior to the filing of the initial prospectus supplement relating to the OI
Inc. Common Stock issuable upon exchange of the Notes) and provided any other
information reasonably requested by the Company or OI Inc.;


 


(ii)                                  After the
Effective Time of the Shelf Registration Statement, OI Inc. shall, upon the
request of any Holder of Registrable Securities that is not then an Electing
Holder, promptly send a Notice and Questionnaire to such Holder.  OI Inc. shall not be required to take any
action to name such Holder as a selling securityholder in the Shelf
Registration Statement or to enable such Holder to use the Prospectus forming a
part thereof for resales of Registrable Securities until such Holder has
returned a completed and signed Notice and Questionnaire to OI Inc.; provided, however, that if reasonably requested by any Electing Holder of
Registrable Securities covered by a Shelf Registration Statement (provided that
such Holder has completed and returned to OI Inc. a Notice and Questionnaire
and provided such additional information as may be reasonably requested by the
Company or OI Inc.), (1) as promptly as practicable, but in any event
within 20 business days of receipt, OI Inc. shall incorporate in a Prospectus
supplement or post-effective amendment such information with respect to such
Holder as such Holder reasonably requests to be included therein; and (2) make
all required filings of such Prospectus supplement or such post-effective
amendment as soon as the OI Inc. has received notification of the matters to be
incorporated in such filing; provided that
prior to April 1, 2015 and except for during any six-month period
following the occurrence of a Fundamental Change, OI Inc. shall not be
obligated to make more than one filing, be it an amendment or supplement, in
any six month period, and on and after April 1, 2015 or during the
six-month period following the occurrence of a Fundamental Change, OI Inc.
shall not be obligated to make more than one filing, be it an amendment or
supplement, in any 30 day period. If a Notice and Questionnaire is delivered to
OI Inc. during a Suspension Period, OI Inc. shall not be obligated to take
actions to name the Holder delivering such Notice and Questionnaire as a
selling security holder in the Shelf Registration Statement until the
termination of such Suspension Period.


 


(iii)                               The term “Electing
Holder” shall mean any Holder of Registrable Securities that has returned a
completed and signed Notice and Questionnaire to OI Inc. in accordance with Section 3(a)(i) or
3(a)(ii).


 


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(b)                                 OI Inc. shall
furnish to the Trustee for delivery to each Electing Holder, as soon as
reasonably practicable prior to the Effective Time, a sufficient number of
copies of the Shelf Registration Statement initially filed with the Commission,
and shall furnish to the Trustee for delivery to each such Holder, prior to the
filing thereof with the Commission, sufficient copies of each amendment thereto
and each amendment or supplement, if any, to the Prospectus included therein
(but not including any reports, other documents and exhibits that are filed
with or incorporated by reference in the Shelf Registration Statement other
than any report naming an Electing Holder as a selling securityholder) and
shall use its reasonable best efforts to reflect in each such document, at the
Effective Time or when so filed with the Commission, as the case may be, such
comments as such Holders and their respective counsel reasonably may propose.


 


(c)                                  OI Inc. shall
promptly take such action as may be necessary so that:


 


(i) each of the Shelf Registration Statement and any amendment
thereto and the Prospectus forming a part thereof and any amendment or
supplement thereto (and each report or other document incorporated therein by
reference in each case) complies in all material respects with the Securities
Act and the Exchange Act and the Rules and Regulations;


 


(ii) each of the Shelf Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and


 


(iii) each of the Prospectus forming a part of the Shelf
Registration Statement, and any amendment or supplement to such Prospectus,
does not at any time during the Effectiveness Period include an untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.


 


(d)                                 OI Inc. shall
promptly advise the Trustee, and shall confirm such advice in writing if so
requested by the Trustee:


 


(i)                                     when a Shelf
Registration Statement and any amendment thereto has been filed with the
Commission and when a Shelf Registration Statement or any post-effective
amendment thereto has become effective;


 


(ii)                                  of any request
by the Commission for amendments or supplements to the Shelf Registration
Statement or the Prospectus included therein or for additional information;


 


(iii)                               of the issuance
by the Commission of any stop order suspending the effectiveness of the Shelf
Registration Statement or the initiation of any proceedings for either such
purpose;


 


(iv)                              of the receipt
by OI Inc. of any notification with respect to the suspension of the
qualification of the securities included in the Shelf Registration Statement
for sale in any jurisdiction or the initiation of any proceeding for such
purpose; and


 


(v)                                 of the
happening of any event or the existence of any state of facts that 


 


7

















 


requires
the making of any changes in the Shelf Registration Statement or the Prospectus
included therein so that, as of such date, such Shelf Registration Statement
and Prospectus do not contain an untrue statement of a material fact and do not
omit to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading (which advice shall be
accompanied by an instruction to such Holders to suspend the use of the
Prospectus until the requisite changes have been made, which notice need not
specify the nature of the event giving rise to such suspension).


 


(e)                                  OI Inc. shall use
its reasonable best efforts to prevent the issuance, and if issued to obtain
the withdrawal at the earliest possible time, of any order suspending the
effectiveness of the Shelf Registration Statement that would prevent this use.


 


(f)                                    OI Inc. shall
furnish to the Trustee for delivery to each Electing Holder, without charge, at
least one copy of the Shelf Registration Statement and all post-effective
amendments thereto, including financial statements and schedules, and, if such
Electing Holder so requests in writing, all reports, other documents and
exhibits that are filed with or incorporated by reference in the Shelf
Registration Statement.


 


(g)                                 OI Inc. shall,
during the Effectiveness Period, deliver to each Electing Holder, without
charge, as many copies of the Prospectus (including, without limitation, each
preliminary Prospectus) included in the Shelf Registration Statement and any
amendment or supplement thereto as such Electing Holder may reasonably request;
and OI Inc. consents (except during a Suspension Period or during the
continuance of any event described in Section 3(d)(v)) to the use of the
Prospectus and any amendment or supplement thereto by each of the Electing
Holders in connection with the offering and sale of the Registrable Securities covered
by the Prospectus and any amendment or supplement thereto during the
Effectiveness Period.


 


(h)                                 Prior to any
offering of Registrable Securities pursuant to the Shelf Registration
Statement, OI Inc. shall:


 


(i)                                     register or
qualify or cooperate with the Electing Holders and their respective counsel in
connection with the registration or qualification of such Registrable
Securities for offer and sale under the securities or “blue sky” laws of such
jurisdictions within the United States as any Electing Holder may reasonably
request;


 


(ii)                                  keep such
registrations or qualifications in effect and comply with such laws so as to
permit the continuance of offers and sales in such jurisdictions for so long as
may be necessary to enable any Electing Holder or underwriter, if any, to
complete its distribution of Registrable Securities pursuant to the Shelf
Registration Statement; and


 


(iii)                               take any and
all other actions necessary or advisable to enable the disposition in such
jurisdictions of such Registrable Securities;


 


provided, however, that in no event shall OI
Inc. be obligated to (A) qualify as a foreign corporation or as a dealer
in securities in any jurisdiction where it would not otherwise be required to
so qualify but for this Section 3(h) or (B) file any general
consent to service of 


 


8

















 


process
in any jurisdiction where it is not as of the date hereof so subject.


 


(i)                                     Unless any
Registrable Securities shall be in book-entry only form, OI Inc. shall cooperate
with the Electing Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold pursuant to the
Shelf Registration Statement, which certificates, if so required by any
securities exchange upon which any Registrable Securities are listed, shall be
penned, lithographed or engraved, or produced by any combination of such
methods, on steel engraved borders, and which certificates shall be free of any
restrictive legends and in such permitted denominations and registered in such
names as Electing Holders may request in connection with the sale of
Registrable Securities pursuant to the Shelf Registration Statement.


 


(j)                                     Upon the
occurrence of any fact or event contemplated by Section 3(d)(v), OI Inc. shall
promptly prepare a post-effective amendment to any Shelf Registration Statement
or an amendment or supplement to the related Prospectus or file any other
required document with the Commission so that, as thereafter delivered to
purchasers of the Registrable Securities included therein, the Prospectus will
not include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If OI Inc. notifies
the Trustee of the occurrence of any fact or event contemplated by Section 3(d)(v),
the Electing Holder shall suspend the use of the Prospectus until the requisite
changes to the Prospectus have been made.


 


(k)                                  OI Inc. shall
use its reasonable best efforts to comply with all applicable Rules and
Regulations in all material respects, and to make generally available to its
securityholders as soon as practicable, but in any event not later than
eighteen months after (i) the effective date (as defined in Rule 158(c) under
the Securities Act) of the Shelf Registration Statement, (ii) the
effective date of each post-effective amendment to the Shelf Registration
Statement, and (iii) the date of each filing by OI Inc. with the
Commission of an Annual Report on Form 10-K that is incorporated by
reference in the Shelf Registration Statement, an earning statement of OI Inc.
its subsidiaries complying with Section 11(a) of the Securities Act
and the applicable Rules and Regulations (including, at the option of OI
Inc., Rule 158).


 


(l)                                     In the event of
an underwritten offering conducted pursuant to Section 6, OI Inc. shall,
if requested, promptly include or incorporate in a Prospectus supplement or
post-effective amendment to the Shelf Registration Statement such information
as the Managing Underwriters reasonably agree should be included therein and to
which OI Inc. does not reasonably object and shall make all required filings of
such Prospectus supplement or post-effective amendment as soon as practicable
after it is notified of the matters to be included or incorporated in such
Prospectus supplement or post-effective amendment.


 


(m)                               OI Inc. shall
enter into such customary agreements (including an underwriting agreement in
customary form in the event of an underwritten offering conducted pursuant to Section 6)
and take all other appropriate action in order to expedite and facilitate the
registration and disposition of the Registrable Securities, and in connection
therewith, if an underwriting agreement is entered into, cause the same to
contain indemnification provisions and procedures substantially identical to
those set forth in Section 5 with respect to all parties to be indemnified
pursuant to Section 5.


 


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(n)                                                  OI Inc. shall:


 


(i)                                     (A) make
reasonably available for inspection by the Electing Holders, any underwriter
participating in any disposition pursuant to the Shelf Registration Statement,
and any attorney, accountant or other agent retained by such Electing Holders
or any such underwriter all relevant financial and other records, pertinent
corporate documents and properties of OI Inc. and its subsidiaries, and (B) cause
OI Inc.’s officers, directors and employees to supply all information
reasonably requested by such Electing Holders or any such underwriter,
attorney, accountant or agent in connection with the Shelf Registration
Statement, in each case, as is customary for similar due diligence
examinations; provided, however,
that all records, information and documents that are designated in writing by
OI Inc., in good faith, as confidential shall be kept confidential by such
Electing Holders and any such underwriter, attorney, accountant or agent,
unless such disclosure is made in connection with a court proceeding or
required by law, or such records, information or documents become available to
the public generally or through a third party without an accompanying
obligation of confidentiality; and provided
further that, if the foregoing inspection and information gathering
would otherwise disrupt OI Inc.’s conduct of its business, such inspection and
information gathering shall, to the greatest extent possible, be coordinated on
behalf of the Electing Holders and the other parties entitled thereto by one counsel
designated by and on behalf of the Electing Holders and other parties;


 


(ii)                                  in connection
with any underwritten offering conducted pursuant to Section 6, make such
representations and warranties to the Electing Holders participating in such
underwritten offering and to the Managing Underwriters, in form, substance and
scope as are customarily made by OI Inc. to underwriters in primary
underwritten offerings of equity and exchangeable or convertible debt
securities, provided, that in no event shall the representations and warranties
be broader then those set forth in the Purchase Agreement, other than
appropriate changes to reflect changed circumstances or changed legal
requirements;


 


(iii)                               in connection
with any underwritten offering conducted pursuant to Section 6, obtain
opinions of counsel to OI Inc. (which counsel and opinions (in form, scope and
substance) shall be consistent with the opinions of counsel of OI Inc.
delivered in underwritten public offerings and be reasonably satisfactory to
the Managing Underwriters) addressed to each Electing Holder participating in
such underwritten offering and each underwriter, covering such matters as are
customarily covered in opinions requested in primary underwritten offerings of
equity and exchangeable or convertible debt securities and such other matters
as may be reasonably requested by such Electing Holders and underwriters (it
being agreed that the matters to be covered by such opinions shall include,
without limitation, as of the date of the opinion and as of the Effective Time
of the Shelf Registration Statement or most recent post-effective amendment
thereto, as the case may be, the absence from the Shelf Registration Statement
and the Prospectus, including, without limitation, the documents incorporated
by reference therein, of an untrue statement of a material fact or the omission
of a material fact required to be stated therein (in the case of the
Prospectus, in light of the circumstances in which they were made) or necessary
to make the statements therein not misleading;


 


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(iv)                              in connection
with any underwritten offering conducted pursuant to Section 6, obtain “cold
comfort” letters and updates thereof from the independent public accountants of
OI Inc. (and, if necessary, from the independent public accountants of any
subsidiary of OI Inc. or of any business acquired by OI Inc. for which
financial statements and financial data are, or are required to be, included in
the Shelf Registration Statement), addressed to each Electing Holder
participating in such underwritten offering (if such Electing Holder has
provided such letter, representations or documentation, if any, required for
such cold comfort letter to be so addressed) and each underwriter, in customary
form and covering matters of the type customarily covered in “cold comfort”
letters in connection with primary underwritten offerings;


 


(v)                                 in connection
with any underwritten offering conducted pursuant to Section 6, deliver
such documents and certificates as may be reasonably requested by any Electing
Holders participating in such underwritten offering and the Managing
Underwriters, if any, including, without limitation, certificates to evidence
compliance with Section 3(i) and with any conditions contained in the
underwriting agreement or other agreements entered into by OI Inc.; provided
that in no event shall OI Inc. or any of its officers and directors be required
to enter into any agreements not to offer or sell OI Inc. Common Stock or other
securities (i.e., “lock-up letters”).


 


(o)                                 OI Inc. will
use its reasonable best efforts to cause the OI Inc. Common Stock issuable upon
exchange of the Notes to be listed on the New York Stock Exchange or other
stock exchange or trading system on which the OI Inc. Common Stock primarily
trades on or prior to the Effective Time of the Shelf Registration Statement.


 


(p)                                 In the event
that any broker dealer registered under the Exchange Act shall be an “affiliate”
(as defined in Rule 2720(f)(1) of the FINRA Rules (or any
successor provision thereto)) of OI Inc. or has a “conflict of interest” (as
defined in Rule 2720(f)(5) of the FINRA Rules (or any successor
provision thereto)) and such broker dealer shall underwrite, participate as a
member of an underwriting syndicate or selling group or assist in the
distribution of any Registrable Securities covered by the Shelf Registration
Statement, whether as a Holder of such Registrable Securities or as an
underwriter, a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, OI Inc. shall assist such broker dealer in complying
with the requirements of the FINRA Rules, including, without limitation, by:


 


(A)                              engaging a “qualified
independent underwriter” (as defined in Rule 2720(f)(12) of the FINRA Rules (or
any successor provision thereto)) to participate in the preparation of the
registration statement relating to such Registrable Securities, to exercise
usual standards of due diligence in respect thereto and to recommend the public
offering price of such Registrable Securities;


 


(B)                                indemnifying
such qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 5, and


 


(C)                                providing such
information to such broker dealer as may be required in order for such
broker-dealer to comply with the requirements of the FINRA Rules.


 


(q)                                 OI Inc. shall
use its commercially reasonable efforts to take all other steps 


 


11

















 


necessary
to effect the registration, offering and sale of the Registrable Securities
covered by the Shelf Registration Statement contemplated hereby.


 


(r)                                    Notwithstanding
any provision of this Section 3 to the contrary, OI Inc. shall not be
required to amend or supplement the Shelf Registration Statement during a
Suspension Period.


 


4.                                       Registration
Expenses. Except as otherwise provided in Section 3, OI
Inc. shall bear all fees and expenses incurred in connection with the
performance of its obligations under Sections 2, 3 and 6 and shall pay or reimburse
the Electing Holders for the reasonable fees and disbursements of a single
counsel selected by a plurality of all Electing Holders who own an aggregate of
not less than 25% of the Registrable Securities covered by the Shelf
Registration Statement to act as counsel therefore in connection therewith.
Each Electing Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Electing
Holder’s Registrable Securities pursuant to the Shelf Registration Statement.


 


5.                                       Indemnification
and Contribution.


 


(a)                                  Indemnification
by the Company and OI Inc. Upon the registration of
the Registrable Securities pursuant to Section 2, the Company and OI Inc.,
jointly and severally, shall indemnify and hold harmless the Initial
Purchasers, each Electing Holder and each underwriter, selling agent or other
securities professional, if any, which facilitates the disposition of
Registrable Securities, and each of their respective officers and directors, employees,
agents and each person who controls such Initial Purchaser, Electing Holder,
underwriter, selling agent or other securities professional within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act
(each such person being sometimes referred to as an “Indemnified Person “)
against any losses, claims, damages or liabilities, joint or several, to which
such Indemnified Person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Shelf Registration
Statement under which such Registrable Securities are to be registered under
the Securities Act, any Prospectus contained therein or furnished by OI Inc. to
any Indemnified Person, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and the Company and OI Inc. hereby, jointly and severally
agree, to reimburse such Indemnified Person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that neither the Company nor OI Inc.
shall be liable to any such Indemnified Person in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission
made in such Shelf Registration Statement or Prospectus, or amendment or
supplement, in reliance upon and in conformity with written information
furnished to OI Inc. by such Indemnified Person expressly for use therein.


 


(b)                                 Indemnification
by the Electing Holders and any Agents and Underwriters. Each Electing
Holder agrees, as a consequence of the inclusion of any of such Electing Holder’s



 


12

















 


Registrable
Securities in such Shelf Registration Statement, and each underwriter, selling
agent or other securities professional, if any, which facilitates the
disposition of Registrable Securities shall agree, as a consequence of
facilitating such disposition of Registrable Securities, severally and not
jointly, to:


 


(i) indemnify and hold harmless the Company, OI Inc. and their
respective directors, officers who sign any Shelf Registration Statement,
employees, agents and each person, if any, who controls either the Company or
OI Inc. within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act, against any losses, claims, damages or liabilities to
which the Company or OI Inc. or such other persons may become subject, under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
such Shelf Registration Statement or Prospectus, or any amendment or
supplement, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to OI Inc. by such Electing Holder, underwriter,
selling agent or other securities professional expressly for use therein; and


 


(ii) reimburse the Company or OI Inc., as applicable, for any
legal or other expenses reasonably incurred by the Company or OI Inc. in
connection with investigating or defending any such action or claim as such
expenses are incurred.


 


(c)                                  Notices
of Claims, Etc. Promptly after receipt by an indemnified party
under Section 5(a) or (b) of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party under this Section 5, notify such
indemnifying party in writing of the commencement thereof; but the omission so
to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under the indemnification
provisions of or contemplated by Section 5(a) or (b).  The
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding
and shall pay the fees and disbursements of such counsel related to such
proceeding.  In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any
such proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them.  It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (1) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Initial Purchasers and all persons, if any, who control any Initial
Purchasers within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act, (2) the fees and expenses of more
than one separate firm (in 


 


13

















 


addition
to any local counsel) for Company, OI Inc. and their respective directors,
officers who sign any Shelf Registration Statement, employees, agents and each
person, if any, who controls either the Company or OI Inc. within the meaning
of either Section 15 of the Securities Act or Section 20 of the
Exchange Act and (3) the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be reimbursed as they are incurred.  The indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent but,
if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment.  No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened proceeding in respect of which such indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.


 


(d)                                 Contribution. If the
indemnification provided for in this Section 5 is unavailable to or insufficient
to hold harmless an indemnified party under Section 5(a) or (b) in
respect of any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or by
such indemnified party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5(d) were determined by pro
rata allocation (even if the Initial Purchasers, Electing Holders or any
underwriters, selling agents or other securities professionals or all of them
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 5(d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above shall be deemed to include any legal or
other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The obligations of the
Electing Holders and any underwriters, selling agents or other securities
professionals in this Section 5(d) to contribute shall be several in
proportion to the percentage of principal amount of Registrable Securities
registered or underwritten, as the case may be, by them and not joint.


 


(e)                                  Notwithstanding
any other provision of this Section 5, in no event will:


 


14

















 


(i) any Electing Holder be required to undertake liability to any
person under this Section 5 for any amounts in excess of the dollar amount
of the proceeds to be received by such Holder from the sale of such Holder’s
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) pursuant to any Shelf Registration Statement under which
such Registrable Securities are to be registered under the Securities Act; and


 


(ii) any underwriter, selling agent or other securities
professional be required to undertake liability to any person hereunder for any
amounts in excess of the discount, commission or other compensation payable to
such underwriter, selling agent or other securities professional with respect
to the Registrable Securities underwritten by it and distributed to the public.


 


(f)                                    The obligations
of the Company and OI Inc. under this Section 5 shall be in addition to
any liability which the Company or OI Inc. may otherwise have to any
Indemnified Person and the obligations of any Indemnified Person under this Section 5
shall be in addition to any liability which such Indemnified Person may
otherwise have to the Company or OI Inc. The remedies provided in this Section 5
are not exclusive and shall not limit any rights or remedies which may
otherwise be available to an indemnified party at law or in equity.


 


6.                                       Underwritten
Offering. Any Holder of Registrable Securities who desires
to do so may sell Registrable Securities (in whole or in part) in an
underwritten offering; provided
that (i) the Electing Holders of at least 33-1/3% of the Registrable
Securities then covered by the Shelf Registration Statement shall request such
an offering and (ii) at least such amount of such Registrable Securities
shall be included in such offering; and
provided further that OI Inc. shall not be obligated to cooperate
with more than one underwritten offering during the Effectiveness Period. Upon
receipt of such a request, OI Inc. shall provide all Holders of Registrable
Securities written notice of the request, which notice shall inform such
Holders that they have the opportunity to participate in the offering. In any
such underwritten offering, the investment banker or bankers and manager or
managers that will administer the offering will be selected by, and the
underwriting arrangements with respect thereto (including the size of the
offering) will be approved by, the holders of a majority of the Registrable
Securities to be included in such offering;
provided, however, that such investment bankers and managers and
underwriting arrangements must be reasonably satisfactory to OI Inc. No Holder
may participate in any underwritten offering contemplated hereby unless (a) such
Holder agrees to sell such Holder’s Registrable Securities to be included in
the underwritten offering in accordance with any approved underwriting
arrangements, (b) such Holder completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of such approved
underwriting arrangements, and (c) if such Holder is not then an Electing
Holder, such Holder returns a completed and signed Notice and Questionnaire to
OI Inc. in accordance with Section 3(a)(ii) within a reasonable
amount of time before such underwritten offering. The Holders participating in
any underwritten offering shall be responsible for any underwriting discounts
and commissions and fees and, subject to Section 4, expenses of their own
counsel. The Company or OI Inc. shall pay all expenses customarily borne by
issuers in an underwritten offering, including, but not limited to, filing
fees, the fees and disbursements of its counsel and independent public
accountants and any 


 


15

















 


printing
expenses incurred in connection with such underwritten offering.
Notwithstanding the foregoing or the provisions of Section 3(l), upon
receipt of a request from the Managing Underwriter or a representative of
holders of a majority of the Registrable Securities to be included in an
underwritten offering to prepare and file an amendment or supplement to the
Shelf Registration Statement and Prospectus in connection with an underwritten
offering, OI Inc. may delay the filing of any such amendment or supplement for
up to 60 days if the Board of Directors or the Chief Executive Officer or Chief
Financial Officer of OI Inc. shall have determined in good faith that OI Inc.
has a bona fide business reason for such delay.


 


7.                                       Additional
Interest.


 


(a)                                  Notwithstanding
any postponement of effectiveness pursuant to Section 2(a):


 


(i)                                     if on or prior
to the 180th calendar day following the Closing Date, a
Shelf Registration Statement has not been filed with the Commission and OI Inc.
has not exercised its option under Section 2(a)(2) to designate by
means of an Officers’ Certificate (as defined in the Indenture) an Automatic
Shelf Registration Statement as a Shelf Registration Statement able to be used
for resales of the Registrable Securities, and if the Shelf Registration
Statement is not an Automatic Shelf Registration Statement, such Shelf
Registration Statement is not declared effective by the Commission; or


 


(ii)                                  if an Automatic
Shelf Registration Statement has been designated by OI Inc. solely at its
option and in the manner set forth in Section 2(a)(2) and on or prior
to the 180th calendar day following the Closing Date, OI
Inc. has not prepared and filed with the Commission a supplement to the
Prospectus to cover resales of the Registrable Securities, if necessary; or


 


(iii)                               if after the
Effective Time of the Shelf Registration Statement any Holder of Registrable
Securities that is not then an Electing Holder has returned a completed and
signed Notice and Questionnaire to OI Inc. and provided such additional
information as may be reasonably requested by the Company or OI Inc., subject
to the exceptions set forth in Section 3(a)(ii), OI Inc. has not within 20
business days of receipt incorporated in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such
Holder reasonably requests to be included therein and made all required filings
of such Prospectus supplement or such post-effective amendment as soon as the
OI Inc. has received notification of the matters to be incorporated in such
filing (each of clauses (i), (ii) and (iii), a “Registration Default”),


 


the
Company shall be required to pay additional interest (“Additional Interest”),
from and including the day following such Registration Default until such Shelf
Registration Statement or supplement to the Prospectus is either so filed or so
filed and subsequently declared effective, as applicable, at a rate per annum
equal to an additional one-quarter of one percent (0.25%) of the principal
amount of the Notes, to, and including, the 90th day following such
Registration Default and one-half of one percent (0.50%) thereof from and after
the 91st day following such Registration Default.


 


(b)                                 In the event
that the Shelf Registration Statement ceases to be effective (without being
succeeded immediately by an additional Shelf Registration Statement that is
filed and immediately becomes effective) or usable other than as a result of a
Suspension Period (or the


 


16

















 


Holders
of Registrable Securities are otherwise prevented or restricted by OI Inc. from
effecting sales pursuant thereto) (an “Effective Failure”) for more than
10 business days and OI Inc. does not restore effectiveness or OI Inc. does not
terminate a Suspension Period by the 60th consecutive day or if suspension
exceeds 120 days in any 12 month period, then the Company shall pay Additional
Interest at a rate per annum equal to an additional one-quarter of one percent
(0.25%) of the principal amount of the Notes from, and including, the day that
such Shelf Registration Statement ceases to be effective (or the Holders of
Registrable Securities are otherwise prevented or restricted by OI Inc. from
effecting sales pursuant thereto) or on the 61st or 121st day, as the case may
be, in the case of a Suspension Period, for a period of 90 days, and thereafter
shall pay Additional Interest at a rate per annum equal to an additional
one-half of one percent (0.50%), until the earlier of (1) the time the
Shelf Registration Statement again becomes effective or the Holders of
Registrable Securities are again able to make sales under the Shelf
Registration Statement or (2) the time the Effectiveness Period expires.
For the purpose of determining an Effective Failure, days on which the Company
has been obligated to pay Additional Interest in accordance with the foregoing
in respect of a prior Effective Failure within the applicable period, as the
case may be, shall not be included.


 


(c)                                  Any amounts to
be paid as Additional Interest pursuant to Section 7(a) or (b) shall
be paid in cash quarterly in arrears, with the first quarterly payment due on
the first Interest Payment Date (as defined in the Indenture), as applicable,
following the date of such Registration Default or Effective Failure, as
applicable. Such Additional Interest will accrue in respect of the Notes at the
rates set forth in Section 7(a) or (b), as applicable, on the
principal amount of the Notes.


 


(d)                                 The Additional
Interest as set forth in this Section 7 shall be the exclusive monetary
remedy available to the Holders of Registrable Securities for such Registration
Default or Effective Failure. In no event shall the Company be required to pay
Additional Interest in excess of the applicable maximum amount of one half of
one percent (0.50%) set forth above, regardless of whether one or multiple
Registration Defaults or Effective Failures exist.


 


Notwithstanding
any provision in this Agreement, in no event shall Additional Interest accrue
to holders of OI Inc. Common Stock issued upon exchange of Notes. If a holder
of Notes exchanges all or a portion of its Notes at a time when such
Registration Default or Effective Failure has occurred and is continuing, the
Company shall increase the Exchange Rate (as defined in the Indenture) by 3%
for each $1,000 principal amount of Notes exchanged; provided,
however, that (i) the foregoing adjustment shall not be applied
more than once to the same $1,000 principal amount of Notes and (ii) if a
Registration Default occurs after a Holder has exchanged its Notes into OI Inc.
Common Stock, such Holder shall not be entitled to any compensation with
respect to such OI Inc. Common Stock


 


8.                                       Miscellaneous.


 


(a)                                  Other
Registration Rights. OI Inc. may grant registration rights that would
permit any person that is a third party the right to piggy-back on any Shelf
Registration Statement, provided
that if the Managing Underwriter of any underwritten offering conducted
pursuant to Section 6 notifies OI Inc. and the Electing Holders that the
total amount of securities which the Electing Holders and the holders of such
piggy-back rights intend to include in any Shelf


 


17

















 


Registration
Statement is so large as to materially threaten the success of such offering
(including the price at which such securities can be sold), then the amount,
number or kind of securities to be offered for the account of holders of such
piggy-back rights will be reduced to the extent necessary to reduce the total
amount of securities to be included in such offering to the amount, number and
kind recommended by the Managing Underwriter prior to any reduction in the
amount of Registrable Securities to be included in such Shelf Registration
Statement.


 


(b)                                 Specific
Performance. The parties hereto acknowledge that there would be
no adequate remedy at law if OI Inc. or the Company fails to perform any of its
obligations hereunder and that the Initial Purchasers and the Holders from time
to time may be irreparably harmed by any such failure, and accordingly agree
that the Initial Purchasers and such Holders, in addition to any other remedy
to which they may be entitled at law or in equity and without limiting the remedies
available to the Electing Holders under Section 7, shall be entitled to
compel specific performance of the obligations of OI Inc. and the Company under
this Registration Rights Agreement in accordance with the terms and conditions
of this Registration Rights Agreement, in any court of the United States or any
State thereof having jurisdiction.


 


(c)                                  Amendments
and Waivers. This Agreement, including this Section 8(c),
may be amended, and waivers or consents to departures from the provisions
hereof may be given, only by a written instrument duly executed by OI Inc. and
the Holders of at least a majority of Registrable Securities then outstanding
and holders of at least a majority in aggregate principal amount of the
outstanding Notes.  Each Holder of Registrable
Securities outstanding at the time of any such amendment, waiver or consent or
thereafter shall be bound by any amendment, waiver or consent effected pursuant
to this Section 8(c), whether or not any notice, writing or marking
indicating such amendment, waiver or consent appears on the Registrable
Securities or is delivered to such Holder; provided, however,
that no amendment, modification, supplement, waiver or consent to any departure
from the provisions of Section 7 shall be effective as against any Holder
of Registrable Securities unless consented to in writing by such Holder.


 


(d)                                 Notices. Unless
otherwise specified herein, all notices and other communications provided for
or permitted hereunder shall be given as provided in the Indenture. For so long
as the Notes are in Book Entry Form, and as permitted by the DTC, all notices,
reports and other documents to the Holders shall be delivered through the
facilities of the DTC by the Trustee.


 


(e)                                  Parties
in Interest. The parties to this Agreement intend that all
Holders of Registrable Securities and holders of the Notes that may be
exchangeable for Registrable Securities shall be entitled to receive the
benefits of this Agreement and that any Electing Holder shall be bound by the
terms and provisions of this Agreement by reason of such election with respect
to the Registrable Securities which are included in a Shelf Registration
Statement. All the terms and provisions of this Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the respective
successors and assigns of the parties hereto and any Holder from time to time
of the Registrable Securities to the aforesaid extent. In the event that any
transferee of any Holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be entitled to receive the benefits of and, if an Electing Holder, be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement to the aforesaid extent.


 


18

















 


(f)                                    Counterparts. This
Agreement may be executed in any number of counterparts and 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.


 


(g)                                 Headings. The headings
in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.


 


(h)                                 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.  EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
STATE COURT IN THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING IN NEW YORK
IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.  EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY
CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


(i)                                     Severability. In the event
that any one or more of the provisions contained herein, or the application
thereof in any circumstances, is held invalid, illegal or unenforceable in any
respect for any reason, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions hereof shall
not be in any way impaired or affected thereby, it being intended that all of
the rights and privileges of the parties hereto shall be enforceable to the
fullest extent permitted by law.


 


(j)                                     Survival. The respective
indemnities, agreements, representations, warranties and other provisions set
forth in this Agreement or made pursuant hereto shall remain in full force and
effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Electing Holder, any director, officer,
employee or partner of such Holder, any agent or underwriter, any director,
officer, employee, agent or partner of such agent or underwriter, or any
controlling person of any of the foregoing, and shall survive the transfer and
registration of the Registrable Securities of such Holder.


 


[signature pages follow]


 


19

















 


Please
confirm that the foregoing correctly sets forth the agreement between the Company,
OI Inc. and you.


 


 


	
  Very
  truly yours,

  	
   

  
	
   

  	
   

  
	
  OWENS-BROCKWAY
  GLASS CONTAINER INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  OWENS-ILLINOIS,
  INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


 


[Registration Rights Agreement]


 


20

















 


Accepted
as of the date first written above:


 


MERRILL
LYNCH, PIERCE, FENNER & SMITH


INCORPORATED


DEUTSCHE
BANK SECURITIES INC.


CITIGROUP
GLOBAL MARKETS INC.


GOLDMAN,
SACHS & CO.


 


on
behalf of each of the Initial Purchasers


 


By:
Merrill Lynch, Pierce, Fenner & Smith


Incorporated


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


By:
Deutsche Bank Securities Inc.


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


By:
Citigroup Global Markets Inc.


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  (Goldman, Sachs & Co.)

  	
   

  



 


 


[Registration Rights Agreement]


 


21
















 


ANNEX A


 


Owens-Illinois, Inc.


 


Owens-Brockway Glass Containers Inc.


 


INSTRUCTION TO DTC PARTICIPANTS


 


(Date of Mailing)


 


URGENT - IMMEDIATE ATTENTION REQUESTED


 


DEADLINE FOR RESPONSE: [DATE]


 


The
Depository Trust Company (“DTC”) has identified you as a DTC Participant
through which beneficial interests in Owen-Brockway Glass Containers Inc. (the “Company”)’s
3.00% Exchangeable Senior Notes due 2015 (the “Notes”) are held.


 


Owens-Illinois, Inc.
(“OI Inc.”) is in the process of registering the shares of common stock, par
value $0.01 per share, of OI Inc. (the “OI Inc. Common Stock”) under the
Securities Act of 1933, as amended, for resale by the beneficial owners
thereof. In order to have their shares of OI Inc. Common Stock included in the
registration statement, beneficial owners must complete and return the enclosed
Notice of Registration Statement and Selling Securityholder Questionnaire.


 


It is important that beneficial owners of the Notes
(and the shares of OI Inc. Common Stock into which the Notes are exchangeable)
receive a copy of the enclosed materials as soon as possible as their rights to
have shares of OI Inc. Common Stock included in the registration statement
depend upon their returning the Notice and Questionnaire by [ Deadline for response
] . Please forward a copy of the enclosed documents to each beneficial
owner that holds interests in the Notes through you. If you require more copies
of the enclosed materials or have any questions pertaining to this matter,
please contact Owens-Illinois, Inc., [One O-I Plaza, One Michael Owens
Way, Perrysburg, OH 43551, Attention: 
Investor Relations].


 


A-1

















 


NOTICE OF REGISTRATION STATEMENT


 


AND


 


SELLING SECURITYHOLDER QUESTIONNAIRE


 


Owens-Illinois, Inc.
(“OI Inc.”) has filed, or intends to file, with the Securities and Exchange
Commission (the “Commission”) a registration statement on Form S-3 (the “Shelf
Registration Statement”) for the registration and resale under Rule 415 of
the Securities Act of 1933, as amended (the “Securities Act”), of the shares of
common stock of OI Inc., par value $0.01 per share (the “OI Inc. Common Stock”),
issuable upon exchange, if any, of the 3.00% Exchangeable Senior Notes due 2015
(the “Notes”) of Owens-Brockway Glass Container Inc. (“Owens-Brockway Glass
Container”), in accordance with the Registration Rights Agreement, dated as of May 7,
2010 (the “Registration Rights Agreement”), among  OI Inc., Owens-Brockway Glass Container and
the Initial Purchasers named therein.  A
copy of the Registration Rights Agreement is available upon request from OI
Inc. at the address set forth below.


 


All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.


 


In
order to have Registrable Securities included in the Shelf Registration
Statement (or, if applicable, a supplement or amendment thereto), this Notice
of Registration Statement and Selling Securityholder Questionnaire (“Notice and
Questionnaire”) must be completed, executed and delivered to OI Inc. at the
address set forth herein for receipt ON OR BEFORE           ,
2010. Beneficial owners of Registrable Securities who do not complete, execute
and return this Notice and Questionnaire by such date (i) will not be
named as selling securityholders in a prospectus or prospectus supplement
forming a part of the Shelf Registration Statement and (ii) may not use
the prospectus or prospectus supplement forming a part of the Shelf
Registration Statement for resales of Registrable Securities unless and until
named therein.


 


Certain
legal consequences arise from being named as a selling securityholder in the
Shelf Registration Statement and related prospectus or prospectus supplement.
Accordingly, holders and beneficial owners of Registrable Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related prospectus or prospectus supplement.


 


The
term “Registrable Securities” is defined in the Registration Rights Agreement
to mean any shares of OI Inc. Common Stock issuable or issued in exchange for
the Notes, except any such shares of OI Inc. Common Stock which (i) cease
to be outstanding, (ii) have been sold or otherwise transferred pursuant
to an effective registration statement, (iii) have been sold pursuant to Rule 144
under the 1933 Act (or any successor provision thereto) or (iv) are
eligible to be freely sold pursuant to Rule 144 under the Securities Act
(or any successor provision).


 


ELECTION


 


The
undersigned holder (the “Selling Securityholder”) of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Registration Rights Agreement
as if the undersigned Selling Securityholder were an original party thereto.


 


Pursuant
to the Registration Rights Agreement, the Selling Securityholder has agreed to
indemnify and hold harmless OI Inc., Owens-Brockway Glass Container, the
Guarantors named therein, the Initial Purchasers and the other selling Holders,
and each of their respective directors, officers who sign the Registration
Statement and each Person, if any, who controls OI Inc., Owens-Brockway Glass
Container, the Guarantors named therein, any Initial Purchasers and any other
selling Holder within the meaning of either Section 15 of the 1933 Act or Section 20
of the 1934 Act from and against losses arising in connection with information
relating to such Selling 


 


A-2

















 


Securityholder
included in any Shelf Registration Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement thereto) in reliance upon
information provided by such Selling Securityholder in this Notice and
Questionnaire.


 


Upon
any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to OI Inc.
and the Trustee the Notice of Transfer (completed and signed) set forth in Exhibit 1
to this Notice and Questionnaire.


 


The
Selling Securityholder hereby provides the following information to OI Inc. and
represents and warrants that such information is accurate and complete:


 


QUESTIONNAIRE


 


(1)


(a) Full
Legal Name of Selling Securityholder:


 


	
   

  



 


	
  (b) Full
  Legal Name of Registered Holder (if not the same as in (a) above) of
  Registrable Securities Listed in Item (3) Below:

  



 


	
   

  



 


(c) Full
Legal Name of DTC Participant (if applicable and if not the same as (b) above)
Through Which Registrable Securities Listed in Item (3) Below are Held:


 


	
   

  



 


(2) Address
for Notices to Selling Securityholder:


 


	
   

  



 


	
  Telephone:

  



 


	
  Fax:

  



 


	
   

  



 


Contact Person:


 


	
   

  



 


(3) Beneficial
Ownership of Securities:


 


Except as
set forth below in this Item (3), the undersigned Selling Securityholder does
not beneficially own any Notes or shares of OI Inc. Common Stock issued upon
exchange of any Notes.


 


(a) Principal
amount of Notes beneficially owned:


 


	
   

  



 


CUSIP No(s). of
such Notes:


 


	
   

  



 


A-3

















 


Number of shares
of OI Inc. Common Stock (if any) issued upon exchange:


 


	
   

  



 


(b) Number of
Registrable Securities which the undersigned wishes to be included in the Shelf
Registration Statement:


 


	
   

  



 


CUSIP No(s). of
such Registrable Securities to be included in the Shelf Registration Statement:


 


	
   

  



 


(4) Beneficial
Ownership of other securities of OI Inc. and Owens-Brockway Glass Container:


 


Except as
set forth below in this Item (4), the undersigned Selling Securityholder is not
the beneficial or registered owner of any shares of OI Inc. Common Stock or any
other securities of OI Inc. or Owens-Brockway Glass Container, other than the
Notes and shares of OI Inc. Common Stock listed above in Item (3).


 


State any
exceptions here:


 


(5) Relationships
with OI Inc. or Owens-Brockway Glass Container:


 


Except as
set forth below, neither the Selling Securityholder nor any of its affiliates,
officers, directors or principal equity holders (5% or more) has held any
position or office or has had any other material relationship with OI Inc. or
Owens-Brockway Glass Container (or their respective predecessors or affiliates)
during the past three years.


 


State any
exceptions here:


 


(6) Plan of
Distribution:


 


Except as
set forth below, the undersigned Selling Securityholder intends to distribute
the Registrable Securities listed above in Item (3) only as follows (if at
all): Such Registrable Securities may be sold from time to time directly by the
undersigned Selling Securityholder or, alternatively, through underwriters,
broker-dealers or agents. If the Registrable Securities are sold through
underwriters or broker-dealers, the Selling Securityholder will be responsible
for the underwriting discounts or commissions or agents’ commissions and their
professional fees. Such Registrable Securities may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at varying prices determined at the time of sale, or at negotiated prices. Such
sales may be effected in transactions (which may involve crosses or block
transactions) (i) on any national securities exchange or quotation service
on which the Registrable Securities may be listed or quoted at the time of
sale, (ii) in the over-the-counter market, (iii) in transactions
otherwise than on such exchanges or services or in the over-the-counter market,
or (iv) through the writing of options. In connection with sales of the
Registrable Securities or otherwise, the Selling Securityholder may enter into
hedging transactions with broker-dealers, which may in turn engage in short
sales of the Registrable Securities in the course of hedging the positions they
assume. The Selling Securityholder may also sell Registrable Securities short
and deliver Registrable Securities to close out such short positions, or loan
or pledge Registrable Securities to broker-dealers that in turn may sell such
securities. In no event may such method(s) of distribution take the form
of an underwritten offering of the Registrable Securities without the prior
agreement of OI Inc. The Selling Securityholder agrees that neither it nor any
person acting on its behalf will engage in any transaction in violation of such
provisions.


 


State any
exceptions here:


 


A-4

















 


Note:
In no event may the method(s) of distribution take the form of an
underwritten offering of Registrable Securities without the prior agreement of
OI Inc.


 


ACKNOWLEDGEMENTS


 


By
signing below, the Selling Securityholder acknowledges that it understands its
obligation to comply, and agrees that it will comply, with the prospectus
delivery and other provisions of the 1933 Act and the 1934 Act and the rules and
regulations thereunder, particularly Regulation M. The Selling Securityholder
agrees that neither it nor any person acting on its behalf will engage in any
transaction in violation of such provisions.


 


In the
event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which
such information is provided to OI Inc., the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Registration Rights
Agreement.


 


By
signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above
and the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such
information will be relied upon by OI Inc. in connection with the preparation
of the prospectus or prospectus supplement forming a part of the Shelf
Registration Statement. The Selling Securityholder agrees not to, directly or
indirectly, engage in any hedging transaction with regard to the securities or
the OI Inc. Common Stock issuable upon exchange of the securities except as
permitted by the Securities Act.


 


In
accordance with the Selling Securityholder’s obligation under the Registration
Rights Agreement to provide such information as may be required by law for
inclusion in the Shelf Registration Statement, the Selling Securityholder
agrees to promptly notify OI Inc. of any inaccuracies or changes in the
information provided herein which may occur subsequent to the date hereof at
any time while the Shelf Registration Statement remains in effect. All notices
hereunder and pursuant to the Registration Rights Agreement shall be made in
writing, by hand-delivery, first-class mail, or air courier guaranteeing
overnight delivery as follows:


 


(i) To
OI Inc.:


Owens-Illinois, Inc.


One O-I Plaza


One Michael Owens Way


Perrysburg, OH 43551


Attention:  General Counsel


 


 


(ii) With
a copy to:


Latham &
Watkins LLP


99
Bishopgate


London
EC2M 3XF


United
Kingdom


Attention:
Tracy Edmonson


 


Once
this Notice and Questionnaire is executed by the Selling Securityholder and
received by OI Inc., the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall
inure to the benefit of and shall be enforceable by the respective successors,
heirs, personal representatives, and assigns of OI Inc. and the Selling
Securityholder (with respect to the Registrable Securities beneficially owned
by such Selling Securityholder and listed in Item (3) above). This
Agreement shall be governed, and construed in accordance with, in all respects
by the laws of the State of New York.


 


A-5

















 


IN WITNESS
WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire
to be executed and delivered either in person or by its duly authorized agent.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Selling
  Securityholder

  
	
   

  	
  (Print/type full
  legal name of beneficial owner of

  
	
   

  	
  Registrable
  Securities)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


PLEASE RETURN THE COMPLETED AND EXECUTED


NOTICE AND QUESTIONNAIRE TO


OI INC. AT:


 


Owens-Illinois, Inc.


One O-I Plaza


One Michael Owens
Way


Perrysburg, OH
43551


Attention: 
General Counsel


Telephone: +1-567-336-5000


 


PLEASE ALSO RETURN A COPY OF THE COMPLETED AND
EXECUTED


NOTICE AND QUESTIONNAIRE TO


LATHAM & WATKINS LLP AT:


 


Latham & Watkins LLP


99 Bishopgate


London EC2M 3XF


United Kingdom


Attention: Tracy Edmonson


 


A-6

















 


Exhibit 1


to Annex A


 


NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


 


Owens-Illinois, Inc.


One O-I Plaza


One Michael Owens Way


Perrysburg, OH 43551


Telephone:
+1-567-336-5000

Attention:  Investor Relations


 


U.S. Bank National
Association


60 Livingston
Avenue


EP-MN-WS3C


St. Paul, MN
55107-1419


Attention:
Corporate Trust Services


 


Re:
Owens-Brockway Glass Container Inc. (“Owens-Brockway Glass Container”) and
Owens-Illinois, Inc. (the “OI Inc.”)


 


Common
stock, par value $0.01 per share (the “OI Inc. Common Stock”) of OI Inc.


 


Dear Sirs:


 


Please
be advised that                             
has transferred                             
of the above-referenced shares of the OI Inc. Common Stock, issued in exchange
for 3.00% Exchangeable Senior Notes due 2015 of Owens-Brockway Glass Container,
pursuant to an effective Registration Statement on Form S-3 (File No. 333-                           )
filed by OI Inc.


 


We
hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied with respect to the
transfer described above and that the above-named beneficial owner of the OI
Inc. Common Stock is named as a selling securityholder in the Prospectus dated                                ,
[              ],
or in amendments or supplements thereto, and that the number of shares of OI
Inc. Common Stock transferred are [a portion of] the shares of OI Inc. Common Stock listed in such
Prospectus as amended or supplemented opposite such owner’s name.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  (Authorized Signature)