EXHIBIT 4.1

 

EXECUTION VERSION

 

OWENS-ILLINOIS GROUP, INC.
 OWENS-BROCKWAY GLASS CONTAINER INC.
  ACI OPERATIONS PTY. LTD. 
 OI EUROPEAN GROUP B.V.
 OI EUROPE SARL
 O-I CANADA CORP.

 

FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT

 

This FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this “Amendment”) is dated as of June 18, 2013 and entered into by and among OWENS-ILLINOIS GROUP, INC., a Delaware corporation (“Company”), OWENS-BROCKWAY GLASS CONTAINER INC., a Delaware corporation, ACI OPERATIONS PTY. LTD., a limited liability company organized under the laws of Australia, OI EUROPEAN GROUP B.V., a private company with limited liability organized under the laws of the Netherlands, OI EUROPE SARL, a Swiss Société à responsabilité limitée (limited liability corporation), O-I CANADA CORP., a Nova Scotia company and OWENS-ILLINOIS GENERAL INC., a Delaware corporation, as Borrowers’ Agent, THE OTHER LOAN PARTIES PARTY HERETO, THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF (each individually a “Lender” and collectively, “Lenders”), DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent for Lenders (in such capacity, the “Administrative Agent”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent for Lenders (in such capacity, the “Collateral Agent”).  Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement dated as of May 19, 2011 by and among the parties listed above (as amended, restated, amended and restated or otherwise modified or supplemented from time to time through the date hereof, the “Credit Agreement”).

 

RECITALS

 

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

 

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

 

Section 1.                                          AMENDMENTS TO CREDIT AGREEMENT AND CERTAIN LOAN DOCUMENTS

 

A.            Amendments to Subsection 1.1 — Certain Defined Terms.

 

(i)            The definition of “Receivables Sale Indebtedness” set forth in Section 1.1 of the Credit Agreement is amended by adding the following to the end of such definition:

 

“Solely for purposes of Section 6.1(xiv), “Receivables Sale Indebtedness” shall be deemed to include the face amount of any account receivable subject to Permitted Factoring until the earlier of (x) the date on which such account receivable becomes due and payable and (y) the payment in full of such account receivable by the applicable account debtor.”

 











 

(ii)           The definition of “Other Permitted Credit Exposure” in Section 1.1 of the Credit Agreement shall be deleted in its entirety and replaced with the following definition:

 

““Other Permitted Credit Exposure” means the obligations of Company or any of its Restricted Subsidiaries owed to Lenders or Affiliates of Lenders arising out of loans, advances, overdrafts, interest rate, currency or hedge products and other derivative exposures (including under Interest Rate Agreements, Currency Agreements and Commodities Agreements) and other extensions of credit to Company or any of its Restricted Subsidiaries.”

 

(iii)          The following new definition shall be added in Section 1.1 of the Credit Agreement in alphabetical order:

 

““Permitted Factoring” means the factoring or sale at a discount (or any such arrangement similar to the foregoing) of accounts receivable of Company or any of its Restricted Subsidiaries on a non-recourse basis in the ordinary course of business.”

 

(iv)          The definition of “Consolidated Total Debt” set forth in Section 1.1 of the Credit Agreement is deleted in its entirety and replaced with the following definition:

 

““Consolidated Total Debt” means, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness of Holdings and its Restricted Subsidiaries, all as determined on a consolidated basis in conformity with GAAP and Receivables Sale Indebtedness of Holdings and its Restricted Subsidiaries regardless of whether included on the consolidated balance sheet of Holdings and its Restricted Subsidiaries; provided, that, the amount of Receivables Sale Indebtedness attributable to Permitted Factoring shall be the amount, if any, required by GAAP to be included as a liability on the consolidated balance sheet of Holdings and its Restricted Subsidiaries”.

 

(v)           The definition of “Loan Documents” set forth in Section 1.1 of the Credit Agreement is deleted in its entirety and replaced with the following definition:

 

“Loan Documents” means this Agreement, the First Amendment to Credit Agreement and Consent dated as of June 18, 2013, the Notes, the Domestic Overdraft Agreement, any Offshore Overdraft Agreements, the Letters of Credit, the Guaranties and the Collateral Documents.

 

(vi)          Section 6.1(xiv) of the Credit Agreement is deleted in its entirety and replaced with the following:

 

“(xiv) Company and its Restricted Subsidiaries may become and remain liable with respect to Receivables Sale Indebtedness in an aggregate principal amount not to exceed $700,000,000 at any time outstanding;”

 

B.            Amendments to Certain Loan Documents.  For purposes of each of the Pledge Agreement, the Security Agreement, the Intercreditor Agreement, the Subsidiary

 











 

Guaranty and the Domestic Borrowers’ Guaranty, references to “Other Permitted Credit Exposure” shall be deleted and replaced, or otherwise construed in accordance with, the following:

 

““Other Permitted Credit Exposure” shall have the meaning assigned to that term in the Credit Agreement.”

 

Section 2.                                          CONDITIONS TO EFFECTIVENESS

 

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

 

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

 

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

 

Section 3.                                          REPRESENTATIONS AND WARRANTIES

 

In order to induce the Lenders to enter into this Amendment, Company, each Borrower and each Guarantor makes the following representations and warranties to each Lender on and as of the Amendment Effective Date:

 

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

 











 

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

 

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

 

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

 

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

 

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

 

Section 4.                                          MISCELLANEOUS

 

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

 

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

 











 

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

 

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

 

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

 

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

 

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

 

E.            Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages maybe detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.  Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) shall be as effective as delivery of a manually signed counterpart of this Agreement.

 

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

 

	
 
    	
OWENS-ILLINOIS   GROUP, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James W.   Baehren
    
	
 
    	
Name:
    	
James W. Baehren
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
OWENS-BROCKWAY GLASS   CONTAINER INC.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James W.   Baehren
    
	
 
    	
Name:
    	
James W. Baehren
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ACI OPERATIONS PTY. LTD.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James W.   Baehren
    
	
 
    	
Name:
    	
James W. Baehren
    
	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
O-I CANADA CORP.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James W.   Baehren
    
	
 
    	
Name: 
    	
James W. Baehren
    
	
 
    	
Title:
    	
Vice President
    


 

[Signature Page — First Amendment]

 











 

 

	
 
    	
OI EUROPEAN GROUP B.V.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James W.   Baehren
    
	
 
    	
Name:
    	
James W. Baehren
    
	
 
    	
Title:
    	
Attorney-in -Fact
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
OI EUROPE SARL
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James W.   Baehren
    
	
 
    	
Name:
    	
James W. Baehren
    
	
 
    	
Title:
    	
Attorney-in -Fact
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
OWENS-ILLINOIS GENERAL   INC., as   Borrowers’ Agent
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James W.   Baehren
    
	
 
    	
Name:
    	
James W. Baehren
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
On behalf of each entity   on the attached Exhibit A, in the capacity set forth for such   entity on such Exhibit A
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James W.   Baehren
    
	
 
    	
Name:
    	
James W. Baehren
    


 

[Signature Page — First Amendment]

 











 

	
 
    	
DEUTSCHE BANK AG, NEW   YORK BRANCH, as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Getz
    
	
 
    	
Name:
    	
Michael Getz
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Marcus M.   Tarkington
    
	
 
    	
Name:
    	
Marcus M.   Tarkington
    
	
 
    	
Title:
    	
Director
    


 

First Amendment

 












 

	
 
    	
DEUTSCHE BANK AG, NEW   YORK BRANCH, as Administrative Agent
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Getz
    
	
 
    	
Name:
    	
Michael Getz
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Marcus M.   Tarkington
    
	
 
    	
Name:
    	
Marcus M.   Tarkington
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
DEUTSCHE BANK TRUST   COMPANY AMERICAS, as Collateral Agent
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Getz
    
	
 
    	
Name:
    	
Michael Getz
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Marcus M.   Tarkington
    
	
 
    	
Name:
    	
Marcus M.   Tarkington
    
	
 
    	
Title:
    	
Director
    


 

First Amendment

 











 

	
LENDER:
    	
1st Farm Credit Services, FLCA/PCA
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Corey J.   Waldinger
    
	
 
    	
Name:
    	
Corey J. Waldinger
    
	
 
    	
Title:
    	
Vice President,   Capital Markets Group
    


 

First Amendment

 











 

	
LENDER:
    	
Bank   of America, N.A.,
    
	
 
    	
as   a Multicurrency Revolving Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Marc Sanchez
    
	
 
    	
Name:
    	
Marc Sanchez
    
	
 
    	
Title:
    	
Vice President
    


 

First Amendment

 











 

	
LENDER:
    	
The   Bank of Nova Scotia
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Rafael Tobon
    
	
 
    	
Name:
    	
Rafael Tobon
    
	
 
    	
Title:
    	
Director
    


 

First Amendment

 











 

	
LENDER:
    	
SCOTIABANC   INC.,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ J. F. Todd
    
	
 
    	
Name:
    	
J.F. Todd
    
	
 
    	
Title:
    	
Managing Director
    


 

First Amendment

 











 

	
LENDER:
    	
The   Bank of Tokyo-Mitsubishi UFJ, Ltd.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Harumi Kambara
    
	
 
    	
Name:
    	
HARUMI KAMBARA
    
	
 
    	
Title:
    	
AUTHORIZED   SIGNATORY
    


 

First Amendment

 











 

	
LENDER:
    	
BARCLAYS   BANK PLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Christopher R.   Lee
    
	
 
    	
Name:
    	
Christopher R. Lee
    
	
 
    	
Title:
    	
Assistant Vice   President
    


 

First Amendment

 











 

	
LENDER:
    	
BNP   PARIBAS
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Berangere   Allen
    
	
 
    	
Name:
    	
Berangere Allen
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/  Pawel Zelezik
    
	
 
    	
Name:
    	
Pawel Zelezik
    
	
 
    	
Title:
    	
Vice President
    


 

First Amendment

 












 

	
LENDER:
    	
CIBC   Inc.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dominic J   Sorresso
    
	
 
    	
Name:
    	
Dominic J Sorresso
    
	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Darrel Ho
    
	
 
    	
Name:
    	
Darrel Ho
    
	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
First Amendment
    


 











 

	
LENDER:
    	
CITICORP   NORTH AMERICA, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Leon Hen-Tov
    
	
 
    	
Name:
    	
Leon Hen-Tov
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
First Amendment
    


 











 

	
LENDER:
    	
City   National Bank
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeanine A.   Smith
    
	
 
    	
Name:
    	
Jeanine A. Smith
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
First Amendment
    


 











 

	
LENDER:
    	
AgFirst   Farm Credit Bank, as voting participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Steve J.   O’Shea
    
	
 
    	
Name:
    	
Steve J. O’Shea
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
First Amendment
    


 











 

	
LENDER:
    	
American   AgCredit, FLCA, successor by merger to Farm Credit   Services of the Mountain Plains, FLCA
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Michael J.   Balok
    
	
 
    	
 
    	
Name:
    	
Michael J. Balok
    
	
 
    	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
First Amendment
    


 











 

	
LENDER:
    	
American   AgCredit, FLCA
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael J.   Balok
    
	
 
    	
Name:
    	
Michael J. Balok
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
First Amendment
    


 











 

	
LENDER:
    	
FARM   CREDIT WEST, FLCA,
    
	
 
    	
 
    
	
 
    	
as   Voting Participant
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ben Madonna
    
	
 
    	
Name:
    	
Ben Madonna
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
First Amendment
    


 











 

	
LENDER:
    	
Northwest   Farm Credit Services, FLCA
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeremy A.   Roewe
    
	
 
    	
Name:
    	
Jeremy A. Roewe
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
First Amendment
    


 












 

	
LENDER:
    	
United   FCS, FLCA d/b/a FCS Commercial Finance Group
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Lisa Caswell
    
	
 
    	
 
    	
Name:
    	
Lisa Caswell
    
	
 
    	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
First Amendment
    


 











 

	
LENDER:
    	
COBANK,   ACB
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kyle Weaver
    
	
 
    	
Name:
    	
Kyle Weaver
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
First Amendment
    


 











 

	
LENDER:
    	
Credit   Agricole Corporate and Investment Bank
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Blake Wright
    
	
 
    	
Name:
    	
Blake Wright
    
	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James Austin
    
	
 
    	
Name:
    	
James Austin
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
First Amendment
    


 











 

	
LENDER:
    	
DZ BANK AG
    
	
 
    	
Deutsche Zentral-Genossenschaftsbank
    
	
 
    	
Frankfurt   am Main
    
	
 
    	
New   York Branch
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Paul   Fitzpatrick
    
	
 
    	
Name:
    	
Paul Fitzpatrick
    
	
 
    	
Title:
    	
Senior Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Oliver   Hildenbrand
    
	
 
    	
Name:
    	
Oliver Hildenbrand
    
	
 
    	
Title:
    	
Senior Vice   President
    
	
 
    	
 
    
	
 
    	
First Amendment
    


 











 

	
LENDER:
    	
FARM   CREDIT BANK OF TEXAS
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Chris M.   Levine
    
	
 
    	
Name:
    	
Chris M. Levine
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
First Amendment
    


 











 

	
LENDER:
    	
Fifth   Third Bank
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Martin H.   McGinty
    
	
 
    	
Name:
    	
Martin H. McGinty
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
First Amendment
    


 











 

	
LENDER:
    	
Goldman   Sachs Lending Partners LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michelle   Latzoni
    
	
 
    	
Name:
    	
Michelle Latzoni
    
	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    
	
 
    	
First Amendment
    


 











 

	
LENDER:
    	
HSBC   Bank USA, National Association
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jean-Philippe   Huguet
    
	
 
    	
Name:
    	
Jean-Philippe   Huguet
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    
	
 
    	
First Amendment
    


 











 

	
LENDER:
    	
The   Huntington National Bank
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Cheryl B. Holm
    
	
 
    	
Name:
    	
Cheryl B. Holm
    
	
 
    	
Title:
    	
Senior Vice   President
    
	
 
    	
 
    
	
 
    	
First Amendment
    


 












 

	
LENDER:
    	
Intesa   Sanpaolo S.p.A., New York Branch
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Manuela Insana
    
	
 
    	
Name:
    	
Manuela Insana
    
	
 
    	
Title:
    	
VP &   Relationship Manager
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ William Denton
    
	
 
    	
Name:
    	
William Denton
    
	
 
    	
Title:
    	
GRM
    


 

First Amendment

 











 

	
LENDER:
    	
JP   Morgan Chase Bank, N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Anthony A.   Eastman
    
	
 
    	
Name:
    	
Anthony A. Eastman
    
	
 
    	
Title:
    	
Vice President
    


 

First Amendment

 











 

	
LENDER:
    	
KBC   Bank N.V., New York Branch
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Larry Manochio
    
	
 
    	
Name:
    	
Larry Manochio
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Susan M. Silver
    
	
 
    	
Name:
    	
Susan M. Silver
    
	
 
    	
Title:
    	
Managing Director
    


 

First Amendment

 











 

	
LENDER:
    	
M&G   Independent European Loan Fund Limited
    
	
 
    	
 
    
	
 
    	
COUGAR   CLO II B.V.
    
	
 
    	
 
    
	
 
    	
M&G   European Loan Fund Limited
    
	
 
    	
 
    
	
 
    	
M&G   Conservative European Loan Fund Limited
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Yuki Nakagawa
    
	
 
    	
Name:
    	
Yuki Nakagawa
    
	
 
    	
Title:
    	
Associate Director
    


 

First Amendment

 











 

	
LENDER:
    	
Mizuho   Corporate Bank Limited
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Atsushi Okuda
    
	
 
    	
Name:
    	
Atsushi Okuda
    
	
 
    	
Title:
    	
Deputy General   Manager
    


 

First Amendment

 











 

	
LENDER:
    	
NATIXIS,   NEW YORK BRANCH
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Gerry Canet
    
	
 
    	
Name:
    	
Gerry Canet
    
	
 
    	
Title:
    	
Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ronald Lee
    
	
 
    	
Name:
    	
Ronald Lee
    
	
 
    	
Title:
    	
Vice President
    


 

First Amendment

 











 

	
LENDER:
    	
CO-OPERATIEVE   CENTRALE RAIFFEISEN-
    
	
 
    	
BOERENLEENBANK,   B.A., “RABOBANK
    
	
 
    	
NEDERLAND”   NEW YORK BRANCH
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ William Binder
    
	
 
    	
Name:
    	
William Binder
    
	
 
    	
Title:
    	
Executive Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James Purky
    
	
 
    	
Name:
    	
James Purky
    
	
 
    	
Title:
    	
Vice President
    


 

First Amendment

 












 

	
LENDER:
    	
Sovereign   Bank, N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James Riley
    
	
 
    	
Name:
    	
James Riley
    
	
 
    	
Title:
    	
Senior Vice   President
    


 

First Amendment

 











 

	
LENDER:
    	
Sumitomo   Mitsui Banking Corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ James D.   Weinstein
    
	
 
    	
Name:
    	
James D. Weinstein
    
	
 
    	
Title:
    	
Managing Director
    


 

First Amendment

 











 

	
LENDER:
    	
TriState   Capital Bank
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Trent L.   Meteer
    
	
 
    	
Name:
    	
Trent L. Meteer
    
	
 
    	
Title:
    	
Senior Vice   President
    


 

First Amendment

 











 

	
LENDER:
    	
U.S.   BANK NATIONAL ASSOCIATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ N. Khanna
    
	
 
    	
Name:
    	
Navneet Khanna
    
	
 
    	
Title:
    	
Vice President
    


 

First Amendment

 











 

	
LENDER:
    	
Wells   Fargo Bank N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ John D. Brady
    
	
 
    	
Name:
    	
John D. Brady
    
	
 
    	
Title:
    	
Managing Director
    


 

First Amendment

 











 

	
LENDER:
    	
WESTPAC   BANKING CORPORATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ David Brumby
    
	
 
    	
Name:
    	
David Brumby
    
	
 
    	
Title:
    	
Executive Director
    
	
 
    	
 
    	
Westpac Americas
    


 

First Amendment

 











 

Exhibit A

 

	
Names of Guarantors
    	
 
    	
Title of Officer Executing on
   Behalf of Such Guarantor
    
	
ACI America Holdings Inc.
    	
 
    	
Vice President
    
	
ACI Finance Pty. Ltd.
    	
 
    	
Authorized Signatory
    
	
ACI Glass Packaging Penrith Pty. Ltd.
    	
 
    	
Authorized Signatory
    
	
ACI International Pty. Ltd.
    	
 
    	
Authorized Signatory
    
	
ACI Operations Pty. Ltd
    	
 
    	
Authorized Signatory
    
	
ACI Packaging Services Pty. Ltd.
    	
 
    	
Authorized Signatory
    
	
Australian Consolidated Industries Pty. Ltd.
    	
 
    	
Authorized Signatory
    
	
Brockway Realty Corporation
    	
 
    	
Vice President
    
	
NHW Auburn, LLC
    	
 
    	
Senior Vice President of Owens-Brockway Glass   Container Inc., as sole member of NHW Auburn, LLC
    
	
O-I Canada Corp.
    	
 
    	
Vice President
    
	
OI Auburn Inc.
    	
 
    	
Vice President
    
	
OI Australia Inc.
    	
 
    	
Vice President
    
	
OI California Containers Inc.
    	
 
    	
Vice President
    
	
OI Canada Holdings B.V.
    	
 
    	
Attorney-in Fact
    
	
OI Castalia STS Inc.
    	
 
    	
President
    
	
OI European Group B.V.
    	
 
    	
Attorney-in-Fact
    
	
OI General Finance Inc.
    	
 
    	
Vice President
    
	
OI General FTS Inc.
    	
 
    	
Vice President
    
	
OI Levis Park STS Inc.
    	
 
    	
President
    
	
OI Puerto Rico STS   Inc.
    	
 
    	
Vice President
    
	
OIB Produvisa Inc.
    	
 
    	
Vice President
    
	
Owens-Brockway Glass Container Inc.
    	
 
    	
Senior Vice President
    
	
Owens-Brockway Packaging Inc.
    	
 
    	
Senior Vice President
    
	
Owens-Illinois (Australia) Pty. Ltd.
    	
 
    	
Authorized Signatory
    
	
Owens-Illinois General Inc.
    	
 
    	
Vice President
    
	
Seagate II, Inc.
    	
 
    	
Vice President
    
	
Seagate III, Inc.
    	
 
    	
Vice President
    
	
Seagate, Inc.
    	
 
    	
Vice President
    
	
Universal Materials, Inc.
    	
 
    	
Vice President