Exhibit 4.1


 


OWENS-ILLINOIS GROUP, INC.


OWENS-BROCKWAY
GLASS CONTAINER INC.


OI
PLASTIC PRODUCTS FTS INC.


UNITED
GLASS LIMITED


OWENS
ILLINOIS (AUSTRALIA) PTY LIMITED


ACI
OPERATIONS PTY LIMITED


AZIENDE
VETRARIE INDUSTRIALI RICCIARDI – AVIR S.P.A.


O-I
CANADA CORP.


BSN
GLASSPACK, S.A.


 


FIRST AMENDMENT TO


SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT


AND CONSENT


 


This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED
CREDIT AGREEMENT AND CONSENT (this “Amendment Agreement”) is dated for reference purposes as of
September 24, 2004 and entered into by and among OWENS-ILLINOIS GROUP, INC., a Delaware corporation (“Company”), OWENS-BROCKWAY GLASS CONTAINER INC., a Delaware corporation, OI PLASTIC PRODUCTS FTS INC., a Delaware corporation (“O-I Plastic”), UNITED GLASS LIMITED,
a limited liability company incorporated under the laws of England and Wales
(registered number 526983), OWENS ILLINOIS
(AUSTRALIA) PTY LIMITED, a limited liability company organized under
the laws of Australia, ACI OPERATIONS PTY LIMITED,
a limited liability company organized under the laws of Australia, AZIENDE VETRARIE INDUSTRIALI RICCIARDI – AVIR S.P.A.,
a joint stock company organized under the laws of Italy (“Avir”), O-I
CANADA CORP., a Nova Scotia corporation, BSN GLASSPACK, S.A., a
French societe anonyme (“BSN”) and OWENS-ILLINOIS GENERAL, INC., a Delaware corporation, as
Borrowers’ Agent, THE LENDERS LISTED ON THE
SIGNATURE PAGES HEREOF (each individually a “Lender”
and collectively, “Lenders”), DEUTSCHE BANK AG London, as UK Administrative
Agent for the Lenders, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent for Lenders
(in such capacity, the “Administrative Agent”).  Capitalized terms used herein without
definition shall have the same meanings as set forth in the Second Amended and
Restated Secured Credit Agreement dated as of March 15, 2004 by and among the
parties listed above (the “SARCA”).


 


RECITALS


 


WHEREAS, Company and Borrowers have informed Administrative Agent and Lenders
that on or about July 28, 2004, Holdings and O-I Plastic entered into a Stock
Purchase Agreement (such agreement in the form heretofore delivered to
Administrative Agent, the “Plastics Sale
Agreement”) pursuant to which Holdings and O-I Plastic agreed to
conduct certain corporate


 


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restructurings and
thereafter to sell all of the Capital Stock of Owens-Brockway Plastic Products,
Inc. (“OBPPI”) to Graham
Packaging, L.P. or an affiliate thereof (the “Plastics
Sale”); and


 


WHEREAS, Company and Borrowers have requested the Lenders’ consent to the
consummation of the corporate restructurings contemplated by the Plastics Sale
Agreement, the consummation of the Plastics Sale, the application of certain of
the Net Asset Sale Proceeds arising therefrom to certain of the Loans as
described herein, the release of OBPPI and certain other Subsidiaries of
Company to be sold as part of the Plastics Sale from their respective
obligations under the Subsidiary Guaranty and the other Loan Documents and the
release of the Liens granted under the Security Agreement and the other Loan
Documents on the Capital Stock of OBPPI and on the assets of OBPPI and such
other Subsidiaries, and the other matters described herein; and


 


WHEREAS, subject to the terms and conditions
hereof, the undersigned Lenders desire to provide such consent; and


 


WHEREAS, subject to the terms and conditions hereof,
Company, Borrowers, Administrative Agent and the undersigned Lenders desire
that, upon consummation of the Plastics Sale, the application of the Net Asset
Sale Proceeds arising therefrom as required by the SARCA (as amended hereby)
and the other conditions thereto described below, the SARCA (together with all
schedules and exhibits thereto) be amended and restated in its entirety in the
form of the Third Amended and Restated Secured Credit Agreement attached hereto
as Annex A with conforming changes as noted therein (the “Third Amended and Restated Credit Agreement”).


 


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


 


Section 1.              CONSENT
TO PLASTICS SALE; RELATED MATTERS; RELEASE OF CERTAIN GUARANTORS AND LIENS.


 


A.    Consent to
Sale – Related Corporate Restructurings.  Requisite Lenders
hereby consent to the consummation of the corporate restructuring transactions
described on Schedule IA on or before the date of consummation of the
Plastics Sale or the earlier termination of the Plastics Sale Agreement.


 


B.    Consent to
Consummation of Plastics Sale.  Notwithstanding the limitations on Asset
Sales set forth in subsection 6.7(v) of the SARCA, Requisite Lenders hereby
consent to the consummation of the Plastics Sale pursuant to the Plastics Sale
Agreement (including the sales to be made by certain Foreign Subsidiaries in
accordance with Section 1.6 of the Plastics Sale Agreement pursuant to the
agreements constituting “Foreign Subsidiary Purchase Agreements” thereunder
described on Schedule IB attached hereto (the “Foreign
Subsidiary Purchase Agreements”)), so long as the Net Asset Sale
Proceeds arising therefrom (calculated without deduction or netting of amounts
under clauses (B) – (D) of the definition of Net Asset Sale Proceeds and
including, without limitation, any such proceeds allocable to or received by
any Foreign Subsidiary pursuant to any Foreign Subsidiary Purchase Agreement
and, to the extent required by the Third Amended and Restated Credit Agreement,
any net positive purchase price adjustments received under Section 1.3 of the Plastics
Sale Agreement) are applied as required by subsection 2.4b(ii)(a) of the SARCA,
as


 


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amended
by Section 3 of this Amendment Agreement (to the extent such Section is
effective as of the date of consummation of the Plastics Sale).


 


C.            Release
of Guarantors; Liens.  Requisite
Lenders hereby consent to the Collateral Agent’s release, concurrently with the
consummation of the Plastics Sale, of (i) the Subsidiary Guarantors listed on Schedule
IC(1) attached hereto (the “Released Guarantors”)
from their respective obligations under the Subsidiary Guaranty and the other
Loan Documents; (ii) Collateral Agent’s Liens securing the Obligations on the
Capital Stock and assets (including pledged stock of non-Guarantors) of the
Released Guarantors (other than any “Retained Assets”
(as defined under the Plastics Sale Agreement)); and (iii) Collateral Agent’s
Liens on the assets described on Schedule IC(2) attached hereto, such
assets constituting the “Contributed Assets”
(as defined in the Plastics Sale Agreement), in each case.  Requisite Lenders hereby authorize Collateral
Agent to execute such releases, documents and other instruments as the Loan
Parties may reasonably request to evidence the release of such Guarantors and
Liens.


 


D.            Release
of Liens on Certain BSN Accounts. 
So as to permit cash pooling among BSN and its Subsidiaries consistent
with past practice of such entities prior to the BSN Acquisition Closing Date,
Requisite Lenders hereby consent to the Collateral Agent’s release of its Liens
on the bank accounts of certain BSN Subsidiaries described in Schedule IC(3)
attached hereto and to the waiver of any provisions in the Offshore Collateral
Documents requiring a future pledge of bank accounts to the extent such pledge
would interfere with such cash pooling. 
Requisite Lenders hereby authorize Collateral Agent to execute such
releases, documents and other instruments as the Loan Parties may reasonably
request to evidence the release of such Liens or such waiver.


 


Section 2.              AMENDMENTS TO CREDIT AGREEMENT PRIOR TO CONSUMMATION OF PLASTICS
SALE.


 


A.            Amendment
to Subsection 1.2.  The following
sentence is hereby added to the end of subsection 1.2:


 


“Notwithstanding
the foregoing, for any period or portion thereof during which the operations of
Owens-Brockway Plastic Products, Inc., its Subsidiaries and any other Released
Guarantor or Subsidiary thereof are classified as “discontinued operations”
under GAAP as a result of the execution of the Plastics Sale Agreement (any
such classification being a “Discontinued Operations
Classification”), the Consolidated Fixed Charge Coverage Ratio, the
Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio,
Consolidated Capital Expenditures and Consolidated Excess Cash Flow (including
definitions utilized in calculating same, including, without limitation,
Consolidated Net Income, Consolidated Adjusted EBITDA, Consolidated Interest
Expense, Consolidated Cash Flow Available for Fixed Charges, Consolidated Fixed
Charges and the Consolidated Working Capital Adjustment) shall be calculated
without giving effect to such Discontinued Operations Classification.”


 


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Section 3.              APPLICATION OF PROCEEDS OF PLASTICS SALE.


 


The undersigned
Lenders agree that, if Borrowers so elect, any Net Asset Sale Proceeds arising
from the Plastics Sale that would have otherwise been applied to the Tranche A1
Term Loans, French Tranche C1 Term Loans and French Tranche C2 Term Loans shall
instead be applied to repay Tranche B1 Term Loans.


 


Section 4.              AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT.


 


Upon
satisfaction of the conditions to the Third Restatement Date (as defined
below), the SARCA (including all schedules and exhibits thereto) shall be and
is hereby amended and restated in its entirety in the form of the Third Amended
and Restated Secured Credit Agreement attached hereto as Annex A (with
such conforming changes described therein), and as so amended and restated is
hereby ratified, approved and confirmed in each and every respect as of the
Third Restatement Date.  The amendment
and restatement of the SARCA and the effectiveness of the Third Amended and
Restated Credit Agreement shall be evidenced solely by its execution by the Company,
the Borrowers and the Administrative Agent. 
The rights and obligations of the parties to the SARCA with respect to
the period prior to the Third Restatement Date shall not be affected by such
amendment and restatement.


 


Section 5.              CONDITIONS TO EFFECTIVENESS OF SECTIONS 1 AND 2.


 


Sections
1 and 2 of this Amendment Agreement shall become effective only upon
satisfaction of all of the following conditions precedent (the date of such
satisfaction being referred to herein as the “Amendment
Effective Date”):


 


A.    On or before
the Amendment Effective Date, (i) Requisite Lenders under the SARCA, (ii) the
Administrative Agent, (iii) each of the Borrowers, and (iv) each of the
Guarantors (as defined below) shall have delivered to the Administrative Agent
executed counterparts of this Amendment Agreement as provided in Section 9F
hereof.


 


B.    On the
Amendment Effective Date, (a) the representations and warranties contained in
Section 8 hereof and in Section 4 of the SARCA shall be true and correct as of
such date in all material respects, as though made on and as of such date
except to the extent such representations and warranties specifically relate to
an earlier date, in which case they were true in all material respects as of
such earlier date; (b) no Event of Default shall then exist; and (c) the
Company shall deliver to the Administrative Agent a certificate signed by a
Responsible Officer or other authorized signatory of Company and each Borrower
confirming the foregoing.


 


Section 6.              CONDITIONS TO EFFECTIVENESS OF SECTION 3.


 


Section
3 of this Amendment Agreement shall become effective only upon satisfaction of
all of the following conditions precedent (the date of such satisfaction being
referred to herein as the “Section 3
Effective Date”):


 


A.            As
of the Section 3 Effective Date, the conditions set forth in Sections 5A and 5B
shall have been satisfied.


 


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B.            Requisite
Class Lenders for the Class of Lenders having Tranche A1 Term Loan Exposure and
Requisite Class Lenders for the Class of Lenders having French Tranche C1 Term
Loan Exposure and French Tranche C2 Term Loan Exposure (treated as a single
Class in accordance with the definition thereof) shall have executed
counterparts to the Amendment Agreement as provided in Section 9F hereof.


 


Section 7.              CONDITIONS TO EFFECTIVENESS OF SECTION 4.


 


Section
4 of this Amendment Agreement shall become effective only upon the satisfaction
of all of the following conditions precedent (the date of satisfaction of such
conditions being referred to herein as the “Third
Restatement Date”):


 


A.            Occurrence
of Amendment Effective Date. The Amendment Effective Date shall have
occurred.


 


B.            Consummation
of Plastics Sale; Application of Proceeds.  The Plastics Sale shall have been consummated,
in accordance with the Plastics Sale Agreement and the Net Asset Sale Proceeds
arising therefrom (calculated without deduction or netting of amounts under
clauses (B)-(D) of the definition of Net Asset Sale Proceeds) shall have been
applied to repay the Loans as required by Section 2.4B(ii)(a) of the SARCA (as
amended by Section 3 of this Amendment Agreement to the extent then effective)
in an amount at least sufficient to repay in full the Domestic Tranche C Term
Loans and the Tranche D Term Loans.


 


C.            Loan
Party Documents.  On or before
the Third Restatement Date, Company shall, and shall cause each of its
Subsidiaries then a Loan Party to, deliver to Lenders (or to Administrative
Agent with sufficient originally executed copies, where appropriate, for each
Lender) the following with respect to Company or such other Loan Party, as the
case may be, each, unless otherwise noted, dated the Third Restatement Date:


 


1.             Copies
of the Organizational Documents of such Person, certified by the Secretary of
State of its jurisdiction of organization (or other applicable authority) or,
if such document is of a type that may not be so certified, certified by the
secretary or similar officer of such Person, or a certification by an officer
of such Person that the Organizational Documents delivered to Agent in
connection with the First Amended and Restated Credit Agreement or the SARCA,
as the case may be, are (as of the Third Restatement Date) in full force and
effect without any amendment thereto;


 


2.             Resolutions
of the Governing Body of Company, each Borrower and each Subsidiary Guarantor
approving and authorizing the execution, delivery and performance of this
Amendment Agreement and the other Loan Documents to which it is a party to be
executed on the Third Restatement Date, certified as of the Third Restatement
Date by the secretary or similar officer of such Person as being in full force
and effect without modification or amendment;


 


3.             Signature
and incumbency certificates of the officers of Company, each Borrower and each
Subsidiary Guarantor executing the Loan Documents to which it is a party to be
executed on the Third Restatement Date; and


 


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4.             Executed
Loan Documents to which such Person is a party to be executed on the Third
Restatement Date, including, but not limited to, (A) the Third Amended and
Restatement Credit Agreement and (B) amendments to (i) the Pledge Agreement,
(ii) the Security Agreement, (iii) the Subsidiary Guaranty, (iv) the Domestic
Borrowers’ Guaranty, and (v) the Intercreditor Agreement (all in substantially
the form attached to the Third Amended and Restated Credit Agreement, and any
modifications to Mortgages deemed necessary by Administrative Agent).


 


D.            Representations
and Warranties; Performance of Agreements.  Company and each Borrower shall have
delivered to Administrative Agent an Officer’s Certificate, in form and
substance satisfactory to Agents, to the effect that the representations and
warranties in Section 4 of the Third Amended and Restated Credit Agreement, are
true, correct and complete in all material respects on and as of the Third
Restatement Date to the same extent as though made on and as of that date (or,
to the extent such representations and warranties specifically relate to an
earlier date, that such representations and warranties were true, correct and
complete in all material respects on and as of such earlier date) and that the
appropriate Loan Party or Loan Parties shall have performed in all material
respects all agreements and satisfied all conditions which this Amendment
Agreement and the Third Amended and Restated Credit Agreement provides shall be
performed or satisfied by it on or before the Third Restatement Date except as
otherwise disclosed to and agreed to in writing by Administrative Agent.


 


E.             Opinions
of Counsel to Loan Parties. 
Lenders shall have received originally executed copies of one or more
favorable written opinions of special counsel to Company, Latham & Watkins
LLP, and other counsel for Company and its Subsidiaries then Loan Parties, in
form and substance reasonably satisfactory to Agents and their counsel, dated
as of the Third Restatement Date as to such customary matters as Agents acting
on behalf of Lenders may reasonably request (this Amendment Agreement
constituting a written request by Company and its Subsidiaries then Loan
Parties to such counsel to deliver such opinions to Lenders).


 


F.             Security
Interests in Personal Property. 
Administrative Agent shall have received evidence satisfactory to it
that the Loan Parties shall have taken or caused to be taken all such actions,
executed and delivered or caused to be executed and delivered all such
agreements, documents and instruments, and made or caused to be made all such
filings that may be necessary or, in the reasonable opinion of Collateral
Agent, desirable in order to continue in favor of Collateral Agent, for the
benefit of Lenders and certain other applicable parties, including, in the case
of the Domestic Collateral Documents holders of the Other Lender Guarantied
Obligations, a valid and (upon such filing and recording or other means of
perfection) perfected First Priority security interest in substantially all
personal property Collateral under the Collateral Documents.  Such actions shall include actions equivalent
to those described in Section 3.1J of the SARCA and execution and delivery of
amendments to the Offshore Collateral Documents and Offshore Guaranties in each
case to the extent deemed necessary or desirable by Collateral Agent.


 


Section 8.              REPRESENTATIONS
AND WARRANTIES


 


In
order to induce the Lenders to enter into this Amendment Agreement, Company,
each Borrower and each Guarantor represents and warrants to each Lender that
the following


 


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statements are true, correct and
complete on and as of the Amendment Effective Date, the Section 3 Effective
Date and, except for the Released Guarantors, the Third Restatement Date, as
applicable:


 


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


 


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


 


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


 


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


 


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


 


F.             Acknowledgment
and Consent.  Each of Company,
each Borrower and each Guarantor signatory hereto (each individually a “Guarantor” and collectively, the “Guarantors”)
has read this Amendment Agreement and consents to the terms hereof and further
hereby confirms and agrees that, notwithstanding the effectiveness of this
Amendment Agreement,


 


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the
obligations of such Guarantor under each of the Loan Documents to which such Guarantor is a party shall not be
impaired and each of the Loan Documents
to which such Guarantor is a party is, and shall continue to be, in full
force and effect and are hereby confirmed and ratified in all respects.


 


Section 9.              MISCELLANEOUS


 


A.    Reference
to and Effect on the SARCA and the Other Loan Documents.


 


1.             On and
after the Amendment Effective Date, each reference in the SARCA to “this
Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring
to the SARCA, and each reference in the other Loan Documents to the “Credit
Agreement,” “thereunder,” “thereof” or words of like import referring to the
SARCA shall mean and be a reference to the SARCA as amended by Sections 1, 2
and (to the extent then effective) 3 of this Amendment Agreement.


 


2.             On and
after the Third Restatement Date, each reference in the Loan Documents to the “Credit
Agreement,” “thereunder,” “thereof” or words of like import referring to the
SARCA (or any of its predecessors) shall mean and be a reference to the Third
Amended and Restated Secured Credit Agreement.


 


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


 


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


 


B.    Authorization
of Collateral Agent. For
avoidance of doubt,  the
Lenders hereby authorize the Collateral Agent to execute and deliver any
amendment to the Collateral Documents or the Guaranties or any other document
necessary or advisable in the judgment of the Collateral Agent to effectuate
the transactions contemplated by this Amendment Agreement, including access
agreements with respect to Contributed Assets located on any Mortgaged Property
or Retained Assets located on properties sold in the Plastics Sale.


 


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


 


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


 


E.     Applicable
Law.  THIS AMENDMENT AGREEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,


 


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AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.


 


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


 


[remainder of page
intentionally left blank]


 


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


 


 


	
   

  	
  OWENS-ILLINOIS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James
  W. Baehren

  	
   

  
	
   

  	
   

  	
  Name: James W. Baehren

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OWENS-BROCKWAY GLASS CONTAINER
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James
  W. Baehren

  	
   

  
	
   

  	
   

  	
  Name: James W. Baehren

  
	
   

  	
   

  	
  Title: Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OI PLASTIC PRODUCTS FTS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James
  W. Baehren

  	
   

  
	
   

  	
   

  	
  Name: James W. Baehren

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED GLASS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James
  W. Baehren

  	
   

  
	
   

  	
   

  	
  Name: James W. Baehren

  
	
   

  	
   

  	
  Title: By Power of
  Attorney

  
	
   

  	
   

  	
  Executed October 2,
  2004

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OWENS ILLINOIS (AUSTRALIA) PTY
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James
  W. Baehren

  	
   

  
	
   

  	
   

  	
  Name: James W. Baehren

  
	
   

  	
   

  	
  Title By Power of
  Attorney

  



 


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  ACI
  OPERATIONS PTY LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James
  W. Baehren

  	
   

  
	
   

  	
   

  	
  Name: James W. Baehren

  
	
   

  	
   

  	
  Title: By Power of
  Attorney

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AZIENDE VETRARIE INDUSTRIALI RICCIARDI –

  AVIR S.P.A.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James
  W. Baehren

  	
   

  
	
   

  	
   

  	
  Name: James W. Baehren

  
	
   

  	
   

  	
  Title: By Power of
  Attorney

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BSN
  GLASSPACK, S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James
  W. Baehren

  	
   

  
	
   

  	
   

  	
  Name: James W. Baehren

  
	
   

  	
   

  	
  Title: By Power of
  Attorney

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  O-I
  CANADA CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James
  W. Baehren

  	
   

  
	
   

  	
   

  	
  Name: James W. Baehren

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OWENS-ILLINOIS
  GENERAL, INC., as Borrowers’

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James
  W. Baehren

  	
   

  
	
   

  	
   

  	
  Name: James W. Baehren

  
	
   

  	
   

  	
  Title: Vice President

  



 


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  GUARANTORS

  
	
   

  	
   

  
	
   

  	
  FOR
  PURPOSES OF SECTION 8:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  On
  behalf of each Guarantor named on the attached

  Exhibit A, in the capacity set forth for such entity on

  such Exhibit A

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James
  W. Baehren

  	
   

  
	
   

  	
   

  	
  Name:
  James W. Baehren

  



 


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  AGENTS
  AND LENDERS:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY
  AMERICAS,

  
	
   

  	
  as a Lender and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Gregory
  Shefrin

  	
   

  
	
   

  	
   

  	
  Name: Gregory Shefrin

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice
  Address:

  
	
   

  	
   

  
	
   

  	
   

  	
  Deutsche Bank Trust
  Company Americas

  
	
   

  	
   

  	
  90 Hudson Street

  
	
   

  	
   

  	
  MS JCY050-199

  
	
   

  	
   

  	
  Jersey City, New Jersey
  07302

  
	
   

  	
   

  	
  Attention: Commercial
  Loan Division

  
	
   

  	
   

  
	
   

  	
  With a
  copy to:

  
	
   

  	
   

  
	
   

  	
   

  	
  Deutsche Bank Trust
  Company Americas

  
	
   

  	
   

  	
  222 South Riverside
  Plaza

  
	
   

  	
   

  	
  MS CHI105-2900

  
	
   

  	
   

  	
  Chicago, Illinois 60606

  
	
   

  	
   

  	
  Attention: Marla Heller
  and Linda Stahula

  



 


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