of U.S. Tax Compliance Certificate Exhibit 4.7 (d)(iii) Form of
Mexican Tax Invoice Exhibit 5.1(a)(ii) Form of Domestic Borrowers' Guaranty
Exhibit 5.1(j) Form of Intercreditor Agreement Exhibit 5.1(j)(i)(A) Form of
Security Agreement Exhibit 5.1(j)(B) Form of Pledge Agreement Exhibit 7.1(c)
Form of Compliance Certificate Exhibit 7.9 Form of Subsidiary Guaranty Exhibit
12.1(c) Form of Joinder Agreement Exhibit 12.8(d) Form of Assignment and
Assumption Agreement
Schedules
Schedule 1.1(a) Commitments Schedule 1.1(b) Foreign Subsidiaries Schedule 1.1(c)
Additional Domestic Subsidiary Borrowers/Additional Foreign Subsidiary Borrowers
Schedule 1.1(d) Subsidiary Guarantors Schedule 1.1(e) Offshore Guarantors
Schedule 2.11(j) Existing Letters of Credit Schedule 6.1 Subsidiaries Schedule
8.1 Indebtedness Schedule 8.2 Existing Liens Schedule 8.3 Existing Investments
Schedule 8.4 Contingent Obligations Schedule 8.9 Transactions with Affiliates
Schedule 12.8(j) Voting Participants
(v)
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND SYNDICATED FACILITY
AGREEMENT is dated as of June 25, 2019 and is made by and among OWENS-ILLINOIS
GROUP, INC., a Delaware corporation ("Company"), OWENS-BROCKWAY GLASS CONTAINER
INC., a Delaware corporation ("Owens-Brockway"), O-I OPERATIONS (AUSTRALIA) PTY
LIMITED, ABN 94 004 230 326, a limited liability company incorporated under the
laws of Australia ("O-I Australia"), OI EUROPEAN GROUP B.V., a private company
with limited liability organized under the laws of the Netherlands with its
registered offices (statutaire zetel) in Schiedam, the Netherlands and
registered under number 24291478 ("OIEG"), O-I EUROPE SÀRL, a Swiss Société à
responsabilité limitée (limited liability corporation) ("OI Europe"), O-I CANADA
CORP., a Nova Scotia company ("O-I Canada"), O-I OPERATIONS (NZ) LTD., a limited
liability company incorporated under the laws of New Zealand ("O-I NZ"), GLASS
INTERNATIONAL OISPV, S.A.P.I. de C.V., S.O.F.O.M., E.N.R., a sociedad anónima
promotora de inversión de capital variable, sociedad financiera de objeto
múltiple, entidad no regulada, organized under the laws of Mexico ("O-I
Mexico"), and OWENS-ILLINOIS GENERAL INC., a Delaware corporation ("O-I
General"), as Borrowers' Agent (in such capacity "Borrowers' Agent"), THE
LENDERS LISTED ON THE SIGNATURE PAGES HEREOF (each individually a "Lender" and
collectively, the "Lenders"), DEUTSCHE BANK AG NEW YORK BRANCH ("DB"), BANK OF
AMERICA, N.A. ("BofA"), JPMORGAN CHASE BANK, N.A. ("JPM"), THE BANK OF NOVA
SCOTIA ("Scotiabank"), BNP PARIBAS ("BNP"), WELLS FARGO BANK, N.A. ("Wells
Fargo") and CREDIT AGRICOLE CORPORATE & INVESTMENT BANK ("Credit Agricole") as
Issuing Lenders (as defined below), the OVERDRAFT PROVIDERS (as defined below)
LISTED ON THE SIGNATURE PAGES HEREOF, DB, as Administrative Agent for the
Lenders ("Administrative Agent") and DB, as Collateral Agent for the Lenders
("Collateral Agent").
W I T N E S E T H:
WHEREAS, Owens-Brockway, Company, O-I Australia, O-I NZ, OIEG, OI Europe, O-I
Canada, O-I Mexico, O-I General, DB as administrative agent and the other
lenders and agents party thereto are parties to the Existing Credit Agreement
(this and other capitalized terms used in these recitals without definition
being used as defined in subsection 1.1), and such Loan Parties, together with
each Lenders constituting the "Requisite Lenders" under (and as defined in) the
Existing Credit Agreement have agreed to amend and restate the Existing Credit
Agreement