Exhibit 4.1

OWENS-ILLINOIS GROUP, INC.

OWENS-BROCKWAY GLASS CONTAINER INC.

ACI OPERATIONS PTY. LIMITED

OI EUROPEAN GROUP B.V.

OI EUROPE SARL

O-I CANADA CORP.

CREDIT AGREEMENT AND SYNDICATED FACILITY AGREEMENT

DATED AS OF May 19, 2011

This CREDIT AGREEMENT is dated as of May 19, 2011, and entered into by and among OWENS-ILLINOIS GROUP, INC. , a Delaware corporation (“ Company ”), OWENS-BROCKWAY GLASS CONTAINER INC. , a Delaware corporation (“ Owens-Brockway ”), ACI OPERATIONS PTY. LIMITED , ABN 94 004 230 326, a limited liability company organized under the laws of Australia (“ ACI ”), 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 ”), OI EUROPE SARL, a Swiss Société à responsabilité limitée (limited liability corporation) (“ OI Europe ”), O-I CANADA CORP ., a Nova Scotia company (“ O-I Canada ”), 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, “ Lenders ”), DEUTSCHE BANK SECURITIES INC. (“ DBSI ”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED , CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES LLC, THE BANK OF NOVA SCOTIA and BNP PARIBAS SECURITIES CORP ., as Joint Lead Arrangers and Joint Bookrunners (collectively, the “ Joint Lead Arrangers ”), Bank of America , N.A ., as Syndication Agent (the “ Syndication Agent ”), CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES LLC, THE BANK OF NOVA SCOTIA, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, BARCLAYS BANK PLC, HSBC BANK USA, NATIONAL ASSOCIATION, GOLDMAN SACHS BANK USA and  COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., “RABOBANK NEDERLAND” NEW YORK BRANCH as Documentation Agents (the “ Documentation Agents ”), DEUTSCHE BANK AG, NEW YORK BRANCH (“ DB ”), as Administrative Agent for Lenders (“ Administrative Agent ”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”) , as Collateral Agent for the Lenders (“ Collateral Agent ”).

i

TABLE OF CONTENTS

An extra section break has been inserted above this paragraph. Do not delete this section break if you plan to add text after the Table of Contents/Authorities.  Deleting this break will cause Table of Contents/Authorities headers and footers to appear on any pages following the Table of Contents/Authorities.

RECITALS

WHEREAS , Lenders, at the request of Company, have agreed to extend certain credit facilities to Borrowers, the proceeds of which will be used (i) to repay the loans under the Existing Credit Agreement and pay related fees and expenses, (ii) to repay, redeem or repurchase all or any portion of the 2014 Senior Notes and to pay related fees, expenses and premiums and (iii) to provide financing for general corporate purposes (including working capital requirements) of Company, the Borrowers and their respective Subsidiaries;

WHEREAS, Owens-Brockway will secure all of its Obligations hereunder, and under the other Loan Documents and in respect of Other Lender Guarantied Obligations pursuant to a First Priority Lien granted to Collateral Agent, on behalf of the Lenders and the holders of Other Lender Guarantied Obligations, on substantially all of its personal property, including a pledge of all of the Capital Stock of substantially all of its Restricted Domestic Subsidiaries;

WHEREAS, Company and substantially all of the wholly-owned Restricted Domestic Subsidiaries of Company will guarantee the Obligations of Owens-Brockway hereunder and under the other Loan Documents and the Other Lender Guarantied Obligations and secure their guaranties pursuant to a First Priority Lien granted to Collateral Agent, on behalf of the Lenders and the holders of Other Lender Guarantied Obligations, on substantially all of their respective personal property, including a pledge of all of the Capital Stock of substantially all of their Restricted Domestic Subsidiaries (other than O-I General FTS Inc. and the Harbor Capital Subsidiaries) and 65% of the Capital Stock of substantially all of the first-tier Restricted Foreign Subsidiaries owned by Company or such Restricted Domestic Subsidiary;

WHEREAS , Company and substantially all of the wholly-owned Restricted Domestic Subsidiaries of Company will guarantee the Obligations of the Offshore Borrowers and secure their guaranties pursuant to a First Priority Lien granted to Collateral Agent, on behalf of the Lenders, on substantially all of their respective personal property;

WHEREAS, ACI will secure its Obligations hereunder and under the other Loan Documents pursuant to a First Priority Lien granted to Collateral Agent, on behalf of the Lenders, on substantially all of its personal property;

WHEREAS, each Australian Guarantor, O-I Canada, each Canadian Guarantor, OIEG and each Dutch Guarantor will guarantee the Obligations of ACI hereunder and under the other Loan Documents and secure their guaranties pursuant to a First Priority Lien granted to Collateral Agent, on behalf of the Lenders, on substantially all of their respective personal property;

WHEREAS, O-I Canada will secure all of its Obligations hereunder and under the other Loan Documents pursuant to a First Priority Lien granted to Collateral Agent, on behalf of the Lenders, on substantially all of its personal property;

WHEREAS, ACI, each Australian Guarantor, each Canadian Guarantor, OIEG and each Dutch Guarantor will guarantee the Obligations of O-I Canada hereunder and under the other Loan Documents and secure their guaranties pursuant to a First Priority Lien granted to

2

Collateral Agent, on behalf of the Lenders, on substantially all of their respective personal property;

WHEREAS, OIEG will secure all of its Obligations hereunder and under the other Loan Documents pursuant to a First Priority Lien granted to Collateral Agent, on behalf of the Lenders, on substantially all of its personal property;

WHEREAS, ACI, each Australian Guarantor, O-I Canada, each Canadian Guarantor and each Dutch Guarantor will guarantee the Obligations of OIEG hereunder and under the other Loan Documents and secure their guaranties pursuant to a First Priority Lien granted to Collateral Agent, on behalf of the Lenders, on substantially all of their respective personal property;

WHEREAS, ACI, each Australian Guarantor, O-I Canada, each Canadian Guarantor, OIEG and each Dutch Guarantor will guarantee the Obligations of OI Europe hereunder and under the other Loan Documents and secure their guaranties pursuant to a First Priority Lien granted to Collateral Agent, on behalf of the Lenders, on substantially all of their respective personal property;

NOW, THEREFORE , in consideration of the promises and the agreements, provisions and covenants herein contained, Company, Borrowers’ Agent, Borrowers, Lenders, Arrangers and Agents hereby agree as follows:

SECTION 1

DEFINITIONS

1.1          Certain Defined Terms

The following terms used in this Agreement shall have the following meanings:

“ 2014 Senior Notes ” means, collectively, Owens-Brockway’s euro-denominated and dollar-denominated 6.75% Senior Notes due 2014.

“ Accordion-Reducing Permitted Secured Debt ” has the meaning assigned to that term in subsection 2.4B(ii)(d).

“ ACI ” has the meaning assigned to that term in the introduction to this Agreement.

“ Acquired Indebtedness ” means Indebtedness of a Person or any of its Restricted Subsidiaries existing (i) at the time such Person becomes a Restricted Subsidiary of Company, (ii) at the time it merges or consolidates with Company or any of its Restricted Subsidiaries, or (iii) is assumed by Company or any of its Restricted Subsidiaries in connection with the acquisition of assets from such Person, and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of Company or such acquisition, merger or consolidation.

3

“ Acquisition ” has the meaning assigned to such term in subsection 6.3.

“ Additional Domestic Subsidiary Borrower ” means each Domestic Subsidiary listed on Schedule 1.1D as amended from time to time in accordance with Section 10.7D.

“ Additional Domestic Subsidiary Borrower Loan Commitment ” means the commitment of a Lender to make Additional Domestic Subsidiary Borrower Loans from and after the Closing Date to an Additional Domestic Subsidiary Borrower pursuant to subsection 2.1A(v) or subsection 2.1A(vi), and “ Additional Domestic Subsidiary Borrower Loan Commitments ” means such commitments of all Lenders to all Additional Domestic Subsidiary Borrowers in the aggregate.

“ Additional Domestic Subsidiary Borrower Exposure ” means, with respect to any Lender as of any date of determination, (i) prior to the funding of an Additional Domestic Subsidiary Borrower Loan, that Lender’s Additional Domestic Subsidiary Borrower Loan Commitment, and (ii) after the funding of any Additional Domestic Subsidiary Borrower Loan, the outstanding principal amount of the Additional Domestic Subsidiary Borrower Loans of that Lender.

“ Additional Domestic Subsidiary Borrower Loan ” means the extension of credit to an Additional Domestic Subsidiary Borrower pursuant to this Agreement.

“ Additional Domestic Subsidiary Borrower Loan Note ” means any promissory note of an Additional Domestic Subsidiary Borrower, substantially in the form of Exhibit V annexed hereto, issued in favor of a Lender pursuant to subsection 2.1G(iv) to evidence an Additional Domestic Subsidiary Borrower Loan of such Lender, as such promissory note may be amended, supplemented or otherwise modified from time to time.

“ Additional Domestic Subsidiary Borrower Sublimit ” means such sublimit made available to an Additional Domestic Subsidiary Borrower in accordance with Section 10.7D (for the avoidance of doubt, such Additional Domestic Subsidiary Borrower Sublimit will reduce dollar-for-dollar (or the equivalent in any other currency) the otherwise available Multicurrency Revolving Loan Commitment or the US Revolving Loan Commitment, as the case may be, available to the other Borrowers hereunder).

“ Additional Foreign Subsidiary Borrower ” means each Foreign Subsidiary listed on Schedule 1.1D as amended from time to time in accordance with Section 10.7D; provided that each Additional Foreign Subsidiary Borrower must be incorporated (or similarly organized) in a jurisdiction as to which all applicable Lenders have confirmed to the Administrative Agent their ability and willingness to make Loans into such jurisdiction;  provided further , that no such Lender confirmation shall be required with respect to any Additional Foreign Subsidiary Borrower incorporated (or similarly organized) in a jurisdiction (x) in which any Borrower is organized on the Closing Date or (y) in which any then existing Additional Foreign Subsidiary Borrower is organized.

“ Additional Foreign Subsidiary Borrower Loan Commitment ” means the commitment of a Lender to make Additional Foreign Subsidiary Borrower Loans from and after the Closing Date to an Additional Foreign Subsidiary Borrower pursuant to subsection 2.1A(v),

4

and “ Additional Foreign Subsidiary Borrower Loan Commitments ” means such commitments of all Lenders to all Additional Foreign Subsidiary Borrowers in the aggregate.

“ Additional Foreign Subsidiary Borrower Exposure ” means, with respect to any Lender as of any date of determination, (i) prior to the funding of an Additional Foreign Subsidiary Borrower Loan, that Lender’s Additional Foreign Subsidiary Borrower Loan Commitment, and (ii) after the funding of an Additional Foreign Subsidiary Borrower Loan, the outstanding principal amount of the Additional Foreign Subsidiary Borrower Loans of that Lender.

“ Additional Foreign Subsidiary Borrower Loan ” means the extension of credit to an Additional Foreign Subsidiary Borrower pursuant to this Agreement.

“ Additional Foreign Subsidiary Borrower Loan Note ” means any promissory note of an Additional Foreign Subsidiary Borrower, substantially in the form of Exhibit VI annexed hereto, issued in favor of a Lender pursuant to subsection 2.1G(iv) to evidence an Additional Foreign Subsidiary Borrower Loan of such Lender, as such promissory note may be amended, supplemented or otherwise modified from time to time.

“ Additional Foreign Subsidiary Borrower Sublimit ” means such sublimit made available to an Additional Foreign Subsidiary Borrower in accordance with Section 10.7D (for the avoidance of doubt, such Additional Foreign Subsidiary Borrower Sublimit will reduce dollar-for-dollar (or the equivalent in any other currency) the otherwise available Multicurrency Revolving Loan Commitment available to the other Borrowers hereunder).

“ Additional Term Loans ” has the meaning assigned to that term in subsection 2.1A(vii).

“ Administrative Agent ” has the meaning assigned to that term in the introduction to this Agreement and also includes any successor Administrative Agent appointed pursuant to subsection 8.6.

“ ADollars ” and the sign “ A$ ” mean the lawful currency of Australia.

“ Affected Lender ” means any Lender affected by any of the events described in subsection 2.6B or 2.6C.

“ Affiliate ”, as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person.  For the purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“ Agents ” means the Administrative Agent and, for purposes of Section 8, Section 9, the Collateral Documents and the Intercreditor Agreement only, the Collateral Agent.

5

“ Agreement ” means this Credit Agreement dated as of May 19, 2011, as it may be amended, amended and restated, supplemented or otherwise modified from time to time.

“ Aggregate Amounts Due ” has the meaning assigned to that term in subsection 10.6.

“ Applicable Base Rate Margin ” means, with respect to a Base Rate Loan, a rate per annum equal to the percentage set forth below opposite the Applicable Leverage Ratio in effect as of such date of determination, any change in the Applicable Base Rate Margin to be effective on the date of any corresponding change in the Applicable Leverage Ratio:

“ Applicable Commitment Fee Percentage ” means, as at any date of determination, a rate per annum equal to the percentage set forth below opposite the Applicable Leverage Ratio in effect as of such date of determination, any change in the Applicable Commitment Fee Percentage to be effective on the date of any corresponding change in the Applicable Leverage Ratio:

“ Applicable Eurocurrency Margin ” means, with respect to any Eurocurrency Rate Loan, a rate per annum equal to the percentage set forth below opposite the Applicable Leverage Ratio in effect as of such date of determination, any change in the Applicable Eurocurrency Margin to be effective on the date of any corresponding change in the Applicable Leverage Ratio:

6

“ Applicable Leverage Ratio ” means, with respect to any date of determination, the Consolidated Leverage Ratio set forth in the Effective Pricing Certificate (as defined below) in respect of the Pricing Period (as defined below) in which such date of determination occurs; provided that the Applicable Leverage Ratio for the period from the Closing Date to but excluding the date of commencement of the first Pricing Period beginning upon the delivery of an Effective Pricing Certificate for the first full Fiscal Quarter ending after the Closing Date shall be deemed to be greater than 2.50:1 but less than or equal to 3.50:1.  For purposes of this definition, (i) “ Pricing Certificate ” means an Officers’ Certificate of Borrowers’ Agent delivered (a) in the case of any of the first three Fiscal Quarters (beginning with the Fiscal Quarter ending June 30, 2011) of any Fiscal Year, within 45 days after the end of such Fiscal Quarter, (b) in the case of the fourth Fiscal Quarter of any Fiscal Year, within 90 days after the end of such Fiscal Quarter, (c) within 15 Business Days following the date of consummation of a sale of equity Securities of Holdings in an offering, or (d) within 15 Business Days following any Pro Forma Event, in each case certifying as to the Consolidated Leverage Ratio, calculated on a Pro Forma Basis, as of the last day of such Fiscal Quarter or as of the date of consummation of such sale of equity Securities or Pro Forma Event after giving effect to the application of the proceeds thereof, as the case may be, and setting forth the calculation of such Consolidated Leverage Ratio in reasonable detail, which Officers’ Certificate, in the case of the immediately preceding clauses (a) and (b), may be delivered to Administrative Agent at any time on or after the date of delivery by Borrowers’ Agent of the Compliance Certificate with respect to the period ending on the last day of the applicable Fiscal Quarter pursuant to subsection 5.1(iii), and (ii) “ Pricing Period ” means each period commencing on the second Business Day after the delivery (or deemed delivery as provided below) to Administrative Agent of a Pricing Certificate (the “ Effective Pricing Certificate ” in respect of such Pricing Period) and ending on the first Business Day after the next Pricing Certificate is delivered (or deemed to be delivered as provided below) to Administrative Agent; provided that, in the event Borrowers’ Agent fails to deliver to Administrative Agent a Pricing Certificate on or before the 45th day after the end of any of the first three Fiscal Quarters of any Fiscal Year or the 90th day after the end of the fourth Fiscal Quarter of any Fiscal Year or on or before the 15 th  Business Day after the occurrence of any Pro Forma Event (each such deadline, a “ Cutoff Date ” with respect to any such Fiscal Quarter or occurrence of a Pro Forma Event), Borrowers’ Agent shall be deemed to have delivered to Administrative Agent, on the relevant Cutoff Date, a Pricing Certificate which establishes that the Consolidated Leverage Ratio as of the last day of such Fiscal Quarter or as of the occurrence of the Pro Forma Event, as applicable, was greater than 3.50:1.

7

“ Arranger ” and “ Arrangers ” means the Joint Lead Arrangers, the Joint Bookrunners (as those terms are defined in the introduction to this Agreement).

“ Asbestos Reserve ” means the aggregate reserve of Holdings and its Subsidiaries for claims (including anticipated claims) of persons against Holdings for exposure to asbestos-containing products and expenses related thereto.

“ Asbestos Reserve Increase Addback Amount ” means an amount not to exceed $150,000,000 in any Fiscal Year; provided , that, the Company may elect, by written notice to the Administrative Agent, to increase the maximum Asbestos Reserve Increase Addback Amount for any Fiscal Year by an amount up to the maximum Asbestos Reserve Increase Addback Amount for the immediately succeeding two Fiscal Years, with the amount of such elected increase reducing, on a dollar-for-dollar basis, the Asbestos Reserve Increase Addback Amount for such succeeding Fiscal Year (or Fiscal Years) in forward order.

“ Asset Sale ” means the sale, transfer or other disposition by Company or any of its Restricted Subsidiaries (including Borrowers) to any Person (other than sales, transfers or other dispositions (1) to any Loan Party (other than OI Europe), (2) by any Loan Party to OI Europe or to any other Subsidiary of Company that is not a Loan Party of assets the aggregate value of which for all such sales, transfers or other dispositions after the Closing Date less the aggregate value of all sales, transfers or other dispositions from OI Europe or any Subsidiary that is not a Loan Party to any Loan Party after the Closing Date does not exceed $300,000,000, or (3) by a non-Loan Party to Company or any of its Restricted Subsidiaries) in a single transaction or a related series of transactions of (i) any of the stock of any of Company’s Restricted Subsidiaries (including any Restricted Foreign Subsidiary), (ii) substantially all of the assets of any geographic or other division or line of business of Company or any of its Restricted Subsidiaries (including any Restricted Foreign Subsidiary), or (iii) any other assets (including, without limitation, any assets which do not constitute substantially all of the assets of any geographic or other division or line of business but excluding (a) any assets manufactured, constructed or otherwise produced or purchased for sale to others in the ordinary course of business of Company and its Restricted Subsidiaries and (b) any accounts receivable sold by Company or any of its Restricted Subsidiaries in connection with Receivables Sale Indebtedness); provided , that , any sale, transfer or disposition shall not be deemed to be an Asset Sale unless the value of the assets sold in such single transaction or related series of transactions exceeds $20,000,000.  Solely for purposes of subsection 6.7(iv), the issuance of Capital Stock by Company or any of its Restricted Domestic Subsidiaries (other than by Owens-Brockway or with respect to employee and executive compensation plans and issuances to qualifying directors and Company or any of its Restricted Subsidiaries) shall be deemed an Asset Sale (except to the extent such issuance, if deemed a disposition or transfer, would not constitute an Asset Sale under clause (1) above).

“ Assignment and Acceptance ” means an Assignment and Acceptance, in substantially the form of Exhibit X annexed hereto.

“ Australian Guarantors ” means Owens-Illinois (Australia) Pty Ltd., ACI Packaging Services Pty Ltd., Australian Consolidated Industries Pty Ltd., ACI International Pty

8

Ltd., ACI Finance Pty Ltd., ACI Glass Packaging Penrith Pty Ltd. and each other Australian Subsidiary that becomes an Offshore Guarantor pursuant to subsection 5.9B.

“ Australian Overdraft Account ” means an account established by ACI with Australian Overdraft Provider and referenced in an Australian Overdraft Agreement.

“ Australian Overdraft Agreement ” means that certain agreement between ACI and Westpac Banking Corporation, dated on or about May 19, 2011, and any Offshore Overdraft Agreement between ACI and any successor Australian Overdraft Provider, in substantially the form of Exhibit VIII annexed hereto, with such modifications thereto as may be approved by Administrative Agent and any successor Offshore Overdraft Agreement executed and delivered by ACI and such successor Australian Overdraft Provider pursuant to subsection 10.2E, as any such Offshore Overdraft Agreement may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof.

“ Australian Overdraft Amount ” means, as at any date of determination, the aggregate principal amount of outstanding overdrafts charged to the Australian Overdraft Account.

“ Australian Overdraft Provider ” means Westpac Banking Corporation or any successor Australian Overdraft Provider pursuant to subsection 10.2E; provided , however , that no such Lender shall be a successor Australian Overdraft Provider until ACI and such Lender have executed and delivered an Australian Overdraft Agreement to Administrative Agent.

“ Australian Revolving Loan Commitment ” means the commitment of a Lender to make Australian Revolving Loans to ACI pursuant to subsection 2.1C, and “ Australian Revolving Loan Commitments ” means such commitments of all Lenders in the aggregate.

“ Australian Revolving Loan Exposure ” means, with respect to any Lender as of any date of determination (i) prior to the termination of the Multicurrency Revolving Loan Commitments, that Lender’s Australian Revolving Loan Commitment, and (ii) after the termination of the Multicurrency Revolving Loan Commitments, the sum of (a) the aggregate outstanding principal amount of the Australian Revolving Loans of that Lender plus (b) in the event that Lender is an Issuing Lender in respect of a Letter of Credit issued for the account of ACI, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender for the account of ACI (in each case net of any participation purchased by other Lenders in such Letters of Credit or any unreimbursed drawings thereunder) plus (c) the aggregate amount of all participations purchased by that Lender in any outstanding Letters of Credit issued for the account of ACI or any unreimbursed drawings under any Letters of Credit issued for the account of ACI plus (d) in the case of Australian Overdraft Provider, the Dollar Equivalent of the Australian Overdraft Amount (net of any participations therein purchased by other Lenders) plus (e) the aggregate amount of all participations purchased by that Lender in the Australian Overdraft Amount.

“ Australian Revolving Loan Note ” means any promissory note of ACI, substantially in the form of Exhibit VI annexed hereto, issued in favor of a Lender pursuant to

9

subsection 2.1G(iv) to evidence the Australian Revolving Loans of such Lender, as such promissory note may be amended, supplemented or otherwise modified from time to time.

“ Australian Revolving Loans ” means any Loans made by Lenders to ACI pursuant to subsection 2.1C.

“ Australian Subsidiary ” means any Subsidiary of ACI organized under the laws of the Commonwealth of Australia or any state or territory thereof.

“ B/A Discount Rate ” means:

(a)           with respect to each Interest Period applicable to B/A Discount Rate Loans advanced by a Lender that is a Schedule I Bank, the CDOR Rate in effect on the first day of such Interest Period;

(b)           with respect to each Interest Period applicable to B/A Discount Rate Loans advanced by a Lender that is a Schedule II Bank or a Schedule III Bank, the lesser of (i) the percentage discount rate (expressed to two decimal places and rounded upward, if necessary, to the nearest 1/100 th  of 1%) quoted to the Administrative Agent by such Lender as the percentage discount rate at which such Lender would, in accordance with its normal practices, at or about 11:00 a.m. (New York time) on such day, be prepared to purchase bankers’ acceptances accepted by such Lender having a term and face amount comparable to the Interest Period and amount of such B/A Discount Rate Loans and (ii) the CDOR Rate plus 0.10% per annum, in either case as in effect on the first day of such Interest Period; and

(c)           with respect to each Interest Period applicable to B/A Discount Rate Loans advanced by a Lender that is not a Schedule I Bank, Schedule II Bank or Schedule III Bank, the CDOR Rate in effect on the first day of such Interest Period plus 0.10% per annum.

“ B/A Discount Rate Loan ” means any Loan in Canadian Dollars bearing interest at a rate determined by reference to the B/A Discount Rate.

“ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy” as now and hereafter in effect, or any successor statute.

“ Base Rate ” means (a) with respect to any Obligation denominated in Dollars, at any time, the higher of (x) the Prime Rate, (y) the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate, or (z) the Eurocurrency Rate with a one-month interest period commencing on such day plus 1.00% and (b) with respect to any Obligation denominated in Canadian Dollars, at any time the Canadian Prime Rate.

“ Base Rate Loans ” means Loans bearing interest at rates determined by reference to the Base Rate as provided in subsection 2.2A.

“ Borrower ” means (i) with respect to the Tranche B Term Loans, US Revolving Loans, Multicurrency Revolving Loans and Letters of Credit issued for the account of Owens-Brockway and the Domestic Overdraft Account, Owens-Brockway, (ii) with respect to the Tranche A Term Loans, Australian Revolving Loans, Letters of Credit issued for the account of

10

ACI and the Australian Overdraft Account, ACI, (iii) with respect to the Tranche C Term Loans, Canadian Revolving Loans and the Canadian Overdraft Account, O-I Canada, (iv) with respect to the Tranche D Term Loans, Dutch Revolving Loans, Letters of Credit issued for the account of OIEG and the Dutch Overdraft Account, OIEG, (v) with respect to the Swiss Revolving Loans, Letters of Credit issued for the account of OI Europe and the Swiss Overdraft Account, OI Europe, (vi) if applicable, with respect to an Additional Domestic Subsidiary Borrower Sublimit established pursuant to Section 10.7 hereof, an Additional Domestic Subsidiary Borrower, (vi) if applicable, with respect to an Additional Foreign Subsidiary Borrower Sublimit established pursuant to Section 10.7 hereof, an Additional Foreign Subsidiary Borrower and “ Borrowers ” means any combination thereof, collectively.

“ Borrowers’ Agent ” means Owens-Illinois General Inc. pursuant to the appointment made by Borrowers in subsection 2.9.

“ Business Day ” means (i) for all purposes other than as covered by clause (ii) or (iii) below, any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the States of New York or Ohio or is a day on which banking institutions located in such states are authorized or required by law or other governmental action to close, (ii) with respect to all notices, determinations, fundings and payments in connection with a Loan denominated in Dollars, any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the European interbank market, (iii) as it relates to any payment, determination, funding or notice to be made or given in connection with any Offshore Currency Loan, any day (A) on which dealings in deposits in the applicable currency are carried out in the London interbank market, (B) on which commercial banks and foreign exchange markets are open for business in London, New York City, and/or the principal financial center for such Offshore Currency, and (C) with respect to any such payment, determination or funding to be made in connection with any Offshore Currency Loan denominated in Euros, on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) System or any successor settlement system is open; provided , however that when used in connection with an Obligation in Canadian Dollars, the term “Business Day” shall also exclude any day on which banks are not open for business in Toronto and when used in connection with an Obligation in Australian Dollars, the term “Business Day” shall also exclude any day on which banks are not open for business in Sydney, and (iv) with respect to any borrowings, disbursements, payments, calculations, interest rates and Interest Periods pertaining to any Letter of Credit issued in a currency other than Dollars or an Offshore Currency, a day on which the Issuing Lender is open for business in the location in which such Letter of Credit is issued.

“ Calculation Date ” means (i) the last day of each calendar month (or, if such day is not a Business Day, the next preceding Business Day), (ii) at any time after and so long as (a) the Total Utilization of Australian Revolving Loan Commitments or the Total Utilization of Canadian Revolving Loan Commitments or the Total Utilization of Dutch Revolving Loan Commitments or the Total Utilization of Swiss Revolving Loan Commitments exceeds 90% of the Offshore Sublimit for the applicable Offshore Borrower or (b) the Total Utilization of Multicurrency Revolving Loan Commitments exceeds 90% of the aggregate Multicurrency Revolving Loan Commitment, the fifteenth and last day of each calendar month (or, if such day is not a Business Day, the next preceding Business Day), (iii) the CAM Exchange Date, and (iv)

11

such other dates as Administrative Agent or any Borrower may reasonably require from time to time, including any date on which Offshore Revolving Loans are made to repay, or participations are purchased in, any Offshore Overdraft Amount under Section 2.1D, any date on which a Borrower reimburses an Issuing Lender or Multicurrency Revolving Loans are made to reimburse an Issuing Lender in Dollars for a draw on a Letter of Credit denominated in a currency other than an Offshore Currency under Section 2.8D and any date on which participations are purchased in Dollars in an unreimbursed draw on a Letter of Credit denominated in a currency other than an Offshore Currency under Section 2.8E.

“ CAM ” means the mechanism for the allocation and exchange of interests in the Specified Obligations and collections thereunder established under subsection 2.10.

“ CAM Exchange ” means the exchange of the Lenders’ interests provided for in subsection 2.10.

“ CAM Exchange Date ” means the date on which (a) any Event of Default  referred to in subsection 7.6 or 7.7 shall occur in respect of Company, Owens-Brockway, ACI, O-I Canada, OI Europe, OIEG, an Additional Domestic Subsidiary Borrower or an Additional Foreign Subsidiary Borrower, as the case may be, or (b) an acceleration of the maturity of any of the Loans pursuant to Section 7 shall occur.

“ CAM Percentage ” means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent (determined on the basis of Spot Rates prevailing on the CAM Exchange Date) of the Specified Obligations owed to such Lender and such Lender’s participations in the Domestic Overdraft Amount, the Offshore Overdraft Amounts and unreimbursed LC Disbursements immediately prior to the CAM Exchange, as adjusted after the CAM Exchange Date pursuant to subsection 2.10D and (b) the denominator shall be aggregate Dollar Equivalent (as so determined) of the Specified Obligations owed to all the Lenders, the Domestic Overdraft Amount, the Offshore Overdraft Amounts and the aggregate amount of unreimbursed LC Disbursements immediately prior to such CAM Exchange, as adjusted after the CAM Exchange Date pursuant to subsection 2.10D.

“ Canadian Dollars ” means the lawful currency of Canada.

“ Canadian Guarantors ” means any Canadian Subsidiary that becomes an Offshore Guarantor pursuant to subsection 5.9B.

“ Canadian Overdraft Account ” means the account established by O-I Canada  with Canadian Overdraft Provider and referenced in the Canadian Overdraft Agreement.

“ Canadian Overdraft Agreement ” means that certain agreement between O-I Canada and The Bank of Nova Scotia dated on or about May 19, 2011, and/or any Offshore Overdraft Agreement between O-I Canada and any successor Canadian Overdraft Provider, in substantially the form of Exhibit VIII annexed hereto, with such modifications thereto as may be approved by Administrative Agent and any successor Offshore Overdraft Agreement executed and delivered by O-I Canada and such successor Canadian Overdraft Provider pursuant to subsection 10.2E, as any such Offshore Overdraft Agreement may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time.

12

“ Canadian Overdraft Amount ” means, as at any date of determination, the aggregate principal amount of outstanding overdrafts charged to the Canadian Overdraft Account.

“ Canadian Overdraft Provider ” means The Bank of Nova Scotia or any successor Canadian Overdraft Provider pursuant to subsection 10.2E; provided , however , that no such Lender shall be a successor Canadian Overdraft Provider until O-I Canada and such Lender have executed and delivered a Canadian Overdraft Agreement to Administrative Agent.

“ Canadian Prime Rate ” means, for each day in any period, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall at all times for such day be equal to the higher of (a) the annual rate of interest announced publicly by the Administrative Agent and in effect as its prime rate at its principal office in Toronto, Ontario on such day for determining interest rates on Canadian Dollar-denominated commercial loans made in Canada and (b) 0.75% per annum above the average of the rates per annum for Canadian Dollar bankers’ acceptances having a term of 30 days that appears on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuter Monitor Money Rates Service as of 11:00 a.m. (New York time) on the date of determination, as reported by the Administrative Agent (and if such screen is not available, any successor or similar service as may be selected by the Administrative Agent).

“ Canadian Revolving Loan Commitment ” means the commitment of a Lender to make Canadian Revolving Loans to O-I Canada pursuant to subsection 2.1C, and “ Canadian Revolving Loan Commitments ” means such commitments of all Lenders in the aggregate.

“ Canadian Revolving Loan Exposure ” means, with respect to any Lender as of any date of determination (i) prior to the termination of the Multicurrency Revolving Loan Commitments, that Lender’s Canadian Revolving Loan Commitment, and (ii) after the termination of the Multicurrency Revolving Loan Commitments, the sum of (a) the aggregate outstanding principal amount of the Canadian Revolving Loans of that Lender plus (b) in the case of Canadian Overdraft Provider, the Dollar Equivalent of the Canadian Overdraft Amount (net of any participations therein purchased by other Lenders) plus (c) the aggregate amount of all participations purchased by that Lender in the Canadian Overdraft Amount.

“ Canadian Revolving Loan Note ” means any promissory note of O-I Canada, substantially in the form of Exhibit VI annexed hereto, issued in favor of a Lender pursuant to subsection 2.1G(iv) to evidence the Canadian Revolving Loans of such Lender, as such promissory note may be amended, supplemented or otherwise modified from time to time.

“ Canadian Revolving Loans ” means the Loans made by Lenders to O-I Canada pursuant to subsection 2.1C.

“ Canadian Subsidiary ” means any Subsidiary of O-I Canada organized under the federal laws of Canada or any province or territory thereof.

“ Capital Lease ”, as applied to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee which, in conformity with GAAP

13

(subject to subsection 1.2 hereof), is accounted for as a capital lease on the balance sheet of that Person.

“ Capital Stock ” means the capital stock or other equity interests (other than debt securities convertible into, or exchangeable for, capital stock) of a Person.

“ Cash ” means money, currency or a credit balance in a Deposit Account.

“ Cash Equivalents ” means:

(i) marketable direct obligations issued or unconditionally guarantied by (x) the United States Government, any government of a Participating Member State having a long term credit rating of at least A from S&P and at least A2 from Moody’s or issued by any of their respective agencies and (a) backed by the full faith and credit of the United States of America or Participating Member State having a long term credit rating of at least A from S&P and at least A2 from Moody’s, as applicable, or (b) having a rating of at least AAA from S&P or at least Aaa from Moody’s, in each case maturing within one year from the date of acquisition thereof;

(ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having the highest rating obtainable from either S&P or Moody’s;

(iii) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s;

(iv) certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof, or overnight bank deposits, issued by (x) any Lender, (y) any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia having combined capital and surplus of not less than $250,000,000 or (z) a non-United States commercial banking institution which is either currently ranked among the 100 largest banks in the world (by assets, according to the American Banker), has combined capital and surplus and undividened profits of $500,000,000 or whose commercial paper (or the commercial paper of such bank’s holding company) has a rating of at least A-1 from S&P or at least P-1 from Moody’s;

(v) Eurodollar time deposits having a maturity of less than one year purchased directly from any Lender or any Affiliate of any Lender (whether such deposit is with such Lender or Affiliate or any other Lender);

(vi) repurchase agreements and reverse repurchase agreements with any Lender or any Affiliate of any Lender relating to marketable direct obligations issued or unconditionally guarantied by (x) a government of a Participating Member State having a long term credit rating of at least A from S&P and at least A2 from Moody’s or (y) the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition thereof; and

14

(vii) shares of any money market mutual fund (x) at least 95% of the assets of which constitute Cash Equivalents of the kind described in paragraphs (i) to (vi) above or (y) that has a rating of at least AAA from S&P or at least Aaa from Moody’s.

“ CDOR Rate ” means, on any day, the per annum rate of interest which is the rate determined as being the arithmetic average of the annual yield rates applicable to Canadian Dollar bankers’ acceptances having a comparable term to the Interest Period requested for the B/A Discount Rate Loans in question displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuters Monitor Money Rates Service as at approximately 11:00 a.m. (New York time) on such day, or if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by Administrative Agent in good faith after 11:00 a.m. (New York time) to reflect any error in a posted rate of interest or in the posted average annual rate); provided, however, if such a rate does not appear on such CDOR Page, then the CDOR Rate, on any day, shall be the discount rate quoted by Administrative Agent (determined as of 11:00 a.m. (New York time)) on such day at which Administrative Agent would notionally purchase bankers’ acceptances accepted by it having a comparable term to the Interest Period requested for the B/A Discount Rate Loans in question on such day, or if such day is not a Business Day, then on the immediately preceding Business Day.

“ Change of Control ” means such time as a “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 40% of the total voting power of the then outstanding Voting Stock.  For purposes of this definition of “Change of Control”, the term “ Voting Stock ” means Capital Stock of any class or kind ordinarily (without regard to the occurrence of any contingency) having the power to vote for the election of directors of Holdings or Company.

“ Class ” , as applied to the Lenders, means each of the following six classes of Lenders:  (i) US Revolving Lenders, (ii) Multicurrency Revolving Lenders, (iii) Lenders having Tranche A Term Loan Exposure, (iv) Lenders having Tranche B Term Loan Exposure, (v) Lenders having Tranche C Term Loan Exposure and (vi) Lenders having Tranche D Term Loan Exposure.

“ Closing Date ” means the date on which all of the conditions set forth in subsections 3.1 and 3.2 are satisfied or waived and the Term Loans are made hereunder.

“ Collateral ” means, collectively, all property in which Liens are purported to be granted pursuant to the Collateral Documents.

“ Collateral Agent ” means Deutsche Bank Trust Company Americas acting in the capacity of collateral agent on behalf of the Lenders, the trustees in respect of any outstanding Existing Holdings Senior Notes and the holders of Other Lender Guarantied Obligations and the other persons (other than Company or its Restricted Subsidiaries) who in each case have executed acknowledgements to the Intercreditor Agreement acknowledged (to the extent necessary) by Borrowers’ Agent or are otherwise entitled to the benefit thereof.  Collateral Agent has designated Deutsche Bank AG, Sydney Branch as its sub-agent to act on its behalf in Australia, Deutsche Bank AG London as its sub-agent to act on its behalf in Switzerland and the

15

Netherlands, and may from time to time designate other sub-agents to act on behalf of Collateral Agent with respect to the Offshore Collateral.  The term “Collateral Agent” shall be deemed to include such sub-agents where appropriate.

“ Collateral Documents ” means the Domestic Collateral Documents and the Offshore Collateral Documents, collectively.

“ Collateral Release Conditions ” means, as of any applicable date of determination, (i) Owens-Brockway has achieved (and as of such date maintains) Threshold Debt Ratings, (ii) the indentures or other agreements governing any Permitted Secured Debt provide for the release of all liens securing such notes on the Collateral (other than any such Collateral consisting of Capital Stock) upon the release of the liens on such Collateral securing the Obligations, and (iii) no Event of Default is continuing.

“ Commercial Letter of Credit ” means any letter of credit or similar instrument issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by Borrowers or any of their Subsidiaries in the ordinary course of business of such Borrower or such Subsidiary.

“ Commitments ” means the Term Loan Commitments, the Multicurrency Revolving Loan Commitments, the Australian Revolving Loan Commitments, the Canadian Revolving Loan Commitments, the Dutch Revolving Loan Commitments, the Swiss Revolving Loan Commitments and the US Revolving Loan Commitments or any combination thereof.

“ Commodities Agreement ” means any forward commodities contract, commodities option contract, commodities futures contract, commodities futures option, or similar agreement or arrangement.

“ Common Stock ” means the common stock of a Person.

“ Company ” has the meaning assigned to that term in the introduction to this Agreement.

“ Company Guaranty ” means the guaranty by Company contained in Section 9 hereof.

“ Compliance Certificate ” means a certificate substantially in the form annexed hereto as Exhibit IX delivered to the Administrative Agent by Company pursuant to subsection 5.1(iii).

“ Consolidated Adjusted EBITDA ” means, for any period, the remainder of  Consolidated Net Income adjusted to exclude (without duplication) the effects of:

(i) Consolidated Interest Expense;

(ii) provisions for taxes based on income;

(iii) depreciation expense;

16

(iv) amortization expense;

(v) extraordinary items;

(vi) material non-recurring gains and non-cash charges (excluding, for all purposes other than the calculation of Consolidated Excess Cash Flow, any such charges related to claims of persons against Holdings for exposure to asbestos-containing products and expenses related thereto);

(vii) material non-recurring cash charges (other than any cash charge against any accrual or reserve established in a prior period for which an adjustment was taken under clause (vi) of this definition and other than any charges related to claims of persons against Holdings for exposure to asbestos-containing products and expenses related thereto) in an amount not to exceed $20,000,000 for any such charge individually or $40,000,000 in the aggregate for all such charges in any four Fiscal Quarter Period;

(viii) increases to the Asbestos Reserve in an amount not to exceed the Asbestos Reserve Increase Addback Amount; and

(ix) minority share owners’ interests in earnings of subsidiaries, all of the foregoing as determined on a consolidated basis for Holdings and its Subsidiaries in conformity with GAAP.

“ Consolidated Capital Expenditures ” means, for any period, the sum of the aggregate of all expenditures (paid in cash and including that portion of Capital Leases which is capitalized on the consolidated balance sheet of Holdings and its Restricted Subsidiaries) by Holdings and its Restricted Subsidiaries during that period that, in conformity with GAAP, are included in “additions to property, plant or equipment” or comparable items reflected in the consolidated statement of cash flows of Holdings and its Restricted Subsidiaries.  For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment or with insurance proceeds shall be included in Consolidated Capital Expenditures only to the extent of the gross amount of such purchase price less the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such proceeds, as the case may be.

 “ Consolidated Cash Interest Expense ” means, for any period, (i) Consolidated Interest Expense for such period excluding , however , any interest expense not payable in Cash (including amortization of discount and amortization of debt issuance costs), minus (ii) interest income received by Company and its Restricted Subsidiaries in Cash or Cash Equivalents in respect of Investments permitted hereunder.

“ Consolidated Excess Cash Flow ” means, for any period, an amount (if positive) equal to:

17

(i) the sum, without duplication, of the amounts for such period of (a) Consolidated Adjusted EBITDA and (b) the Consolidated Working Capital Adjustment minus

(ii) the sum, without duplication, of the amounts for such period of:

(a) all repayments of Consolidated Total Debt permitted hereunder (excluding (i) repayments of US Revolving Loans and/or Multicurrency Revolving Loans, as the case may be, except to the extent the respective US Revolving Loan Commitments and/or Multicurrency Revolving Loan Commitments are permanently reduced in connection with such repayments, (ii) repayments of Indebtedness with proceeds of other Indebtedness, and (iii) any other mandatory prepayment of Indebtedness, to the extent proceeds from the event giving rise to such prepayment are not included in the calculation of Consolidated Adjusted EBITDA),

(b) Consolidated Capital Expenditures (net of any proceeds of any related financings with respect to such expenditures),

(c) Consolidated Cash Interest Expense,

(d) the provision for current taxes based on income of Company and its Restricted Subsidiaries and payable in cash with respect to such period,

(e) the amount of cash charges for such period for which adjustment was made under clause (vii) of the definition of Consolidated Adjusted EBITDA,

(f) the amount of Holdings Ordinary Course Payments made pursuant to clause (w) of the definition thereof for such period; and

(g) the amount of Holdings Ordinary Course Payments made pursuant to clause (x) of the definition thereof for such period.

“ Consolidated Interest Expense ” means, for any period, without duplication, the sum of (i) total interest expense (including, without limitation, any such expense attributable to Capital Leases in accordance with GAAP and all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and accounting for net amounts paid or received under Interest Rate Agreements (with cap payments amortized over the life of the cap)) of Holdings and its Restricted Subsidiaries for such period determined on a consolidated basis in conformity with GAAP, plus (ii) any discount, yield and/or interest component in respect of Receivables Sale Indebtedness (regardless of whether such amounts would constitute interest expense in accordance with GAAP).

“ Consolidated Leverage Ratio ” means, as at any date of determination, the ratio of (a) Consolidated Total Debt minus Cash and Cash Equivalents of Holdings and its Restricted Subsidiaries as of the last day of the Fiscal Quarter ended on such date to (b) Consolidated Adjusted EBITDA for the four Fiscal Quarter period ended on such date.

18

“ Consolidated Net Income ” means, for any period, the net income (or loss) of Holdings and its Restricted Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP.

“ Consolidated Tangible Net Assets ” means the total assets of Holdings and its Restricted Subsidiaries, as determined from the consolidated balance sheet of Holdings and its Restricted Subsidiaries most recently delivered pursuant to subsection 6.1, but excluding therefrom all items that are treated as goodwill and other intangible assets (net of applicable amortization) under GAAP.

“ 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.

“ Consolidated Working Capital Adjustment ” means, for any period on a consolidated basis, the amount (which may be negative) by which the sum of the components of working capital as of the beginning of such period exceeds (or is less than) the sum of the components of working capital as of the end of such period, as presented on the face of the consolidated cash flow statement included in Holdings’ Form 10-K filing for such period.

“ Contingent Obligation ” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person (i) with respect to any Indebtedness, lease, dividend or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of another that such obligation of another will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof, (ii) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings, or (iii) under Hedge Agreements.  Contingent Obligations shall include (a) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another, (b) the obligation to make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement, and (c) any liability of such Person for the obligation of another through any agreement (contingent or otherwise) (1) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (2) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (1) or (2) of this sentence, the primary purpose or intent thereof is as described in the preceding sentence.  The amount of any Contingent Obligation shall be equal to the principal amount of the obligation so guaranteed or otherwise supported or, if less, the amount to which such Contingent Obligation is specifically limited, or, if not stated, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

19

“ Contractual Obligation ”, as applied to any Person, means any provision of any Security issued by that Person or of any material indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“ Covered Tax ” means any Tax that is not an Excluded Tax.

“ Currency Agreement ” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement.

“ Debtor Relief Law ” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or other similar debtor relief Laws of the United States of America or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Defaulting Lender ” means any Lender that (a) has failed to fund all or any portion of the US Revolving Loans, the Multicurrency Revolving Loans, the Offshore Revolving Loans, the Term Loans, participations with respect to Letters of Credit or participations with respect to a Domestic Overdraft Account or an Offshore Overdraft Account, in each case as required to be funded by it hereunder within two Business Days of the date required to be funded by it hereunder (unless such failure to fund is the result of a good faith dispute with regard to the obligation to fund, which dispute has been specifically identified in writing and notified to the Administrative Agent and the Borrowers’ Agent), (b) has otherwise failed to pay over to the Administrative Agent, a Domestic Overdraft Provider, an Offshore Overdraft Provider, an Issuing Lender or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due (unless such payment failure is the result of a good faith dispute with regard to the obligation to fund, which dispute has been specifically identified in writing and notified to the Administrative Agent and the Borrowers’ Agent)), (c) has notified a Borrower, the Administrative Agent, a Domestic Overdraft Provider, an Offshore Overdraft Provider, an Issuing Lender or any other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply, or has failed to comply, with its funding obligations under this Agreement or under other agreements in which it commits or is obligated to extend credit, unless such writing or statement relates to Lender’s funding obligation and such Lender notifies  Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified, and including the applicable default) has not been satisfied, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it (including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity) or (iii) taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or any direct or indirect parent company thereof by a Governmental Authority.  Such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such

20

determination to Company, each Issuing Lender, the Domestic Overdraft Provider, each Offshore Overdraft Provider and each other Lender.

“ Deposit Account ” means a demand, time, savings, passbook, or similar account maintained with a Person engaged in the business of banking, including a savings bank, savings and loan association, brokerage, credit union or trust company and any like Person.

“ Documentation Agents ” as defined in the introduction to this Agreement.

“ Dollar Equivalent ” means, at any time as to any amount denominated in an Offshore Currency or, in the case of the amount of a Letter of Credit, other non-Dollar currency, the equivalent amount in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate for the purchase of Dollars with such Offshore Currency or other non-Dollar currency on the most recent Calculation Date or other date on which such calculation is required pursuant to subsection 2.6L with respect to such currency.

“ Dollar ”, “ Dollars ” or the sign “ $ ” means the lawful currency of the United States of America.

“ Domestic Borrowers’ Guaranty ” means that certain Domestic Borrowers’ Guaranty dated as of May 19, 2011, in the form attached hereto as Exhibit XIV , pursuant to which (x) Owens-Brockway shall guarantee all Obligations of the Offshore Borrowers; and (y) Owens-Brockway shall guarantee the Other Lender Guarantied Obligations.

“ Domestic Collateral Documents ” means the Pledge Agreement and the Security Agreement.

“ Domestic Overdraft Account ” means the account established by Owens-Brockway with the applicable Domestic Overdraft Provider and referenced in the Domestic Overdraft Agreement.

“ Domestic Overdraft Agreement ” means the Overdraft Agreement dated as of May 19, 2011, between Owens-Brockway and Administrative Agent, and any successor Overdraft Agreement substantially in the form attached hereto as Exhibit VII with such modifications as may be approved by Administrative Agent, executed and delivered by Owens-Brockway and any successor Administrative Agent pursuant to subsection 8.6, as any such Overdraft Agreement may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time.

“ Domestic Overdraft Amount ” means, as at any date of determination, the aggregate principal amount of outstanding overdrafts charged to the Domestic Overdraft Account.

“ Domestic Overdraft Provider ” means (i) as of the Closing Date and for so long as the Domestic Overdraft Account is effective, the Administrative Agent and (ii) thereafter, any other provider of such services that has entered into a Domestic Overdraft Agreement pursuant to the terms hereof.

21

“ Domestic Subsidiaries ” means all Subsidiaries of Company other than (A) the Foreign Subsidiaries and (B) Subsidiaries organized under the laws of a state of the United States of America but owned, directly or indirectly, in whole or in part as of the date hereof by a Foreign Subsidiary other than ACI America Holdings, Inc.

“ Dutch Collateral Documents ” means any of the Collateral Documents governed by the laws of the Netherlands.

“ Dutch Guarantors ” means OI Canada Holdings B.V. and each other Dutch Subsidiary that becomes an Offshore Guarantor under subsection 5.9B.

“ Dutch Overdraft Account ” means an account established by OIEG with Dutch Overdraft Provider and referenced in a Dutch Overdraft Agreement.

“ Dutch Overdraft Agreement ” means that certain agreement between OIEG and Crédit Agricole Corporate and Investment Bank, dated on or about May 19, 2011, and any Offshore Overdraft Agreement between OIEG, OI Europe and any successor Dutch Overdraft Provider, in substantially the form of Exhibit VIII annexed hereto, with such modifications thereto as may be approved by Administrative Agent and any successor Offshore Overdraft Agreement executed and delivered by OIEG and such successor Dutch Overdraft Provider pursuant to subsection 10.2E, as any such Offshore Overdraft Agreement may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof.

“ Dutch Overdraft Amount ” means, as at any date of determination, the aggregate principal amount of outstanding overdrafts charged to the Dutch Overdraft Account.

“ Dutch Overdraft Provider ” means Crédit Agricole Corporate and Investment Bank or any successor Dutch Overdraft Provider pursuant to subsection 10.2E; provided , however , that no such Lender shall be a successor Dutch Overdraft Provider until OIEG and such Lender have executed and delivered a Dutch Overdraft Agreement to Administrative Agent.

“ Dutch Revolving Loan Commitment ” means the commitment of a Lender to make Dutch Revolving Loans to OIEG pursuant to subsection 2.1C, and “ Dutch Revolving Loan Commitments ” means such commitments of all Lenders in the aggregate.

“ Dutch Revolving Loan Exposure ” means, with respect to any Lender as of any date of determination (i) prior to the termination of the Multicurrency Revolving Loan Commitments, that Lender’s Dutch Revolving Loan Commitment, and (ii) after the termination of the Multicurrency Revolving Loan Commitments, the sum of (a) the aggregate outstanding principal amount of the Dutch Revolving Loans of that Lender plus (b) in the event that Lender is an Issuing Lender in respect of a Letter of Credit issued for the account of OIEG, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender for the account of OIEG (in each case net of any participation purchased by other Lenders in such Letters of Credit or any unreimbursed drawings thereunder) plus (c) the aggregate amount of all participations purchased by that Lender in any outstanding Letters of Credit issued for the account of OIEG or any unreimbursed drawings under any Letters of Credit issued for the account of OIEG plus (d) in the case of Dutch Overdraft Provider, the Dollar Equivalent of the

22

Dutch Overdraft Amount (net of any participations therein purchased by other Lenders) plus (e) the aggregate amount of all participations purchased by that Lender in the Dutch Overdraft Amount.

“ Dutch Revolving Loan Note ” means any promissory note of OIEG, substantially in the form of Exhibit VI annexed hereto, issued in favor of a Lender pursuant to subsection 2.1G(iv) to evidence the Dutch Revolving Loans of such Lender, as such promissory note may be amended, supplemented or otherwise modified from time to time.

“ Dutch Revolving Loans ” means any Loans made from and after the Closing Date by Lenders to OIEG pursuant to subsection 2.1C.

“ Dutch Subsidiary ” means any Subsidiary of OIEG organized under the laws of the Netherlands.

“ Eligible Assignee ” means (A)(i) a commercial bank organized under the laws of the United States of America or any state thereof; (ii) a savings and loan association or savings bank organized under the laws of the United States of America or any state thereof; (iii) a commercial bank organized under the laws of any other country or a political subdivision thereof; provided that (x) such bank is acting through a branch or agency located in the United States of America or (y) such bank is organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development or a political subdivision of such country; and (iv) any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act) which extends credit or buys or invests in loans as one of its businesses including, but not limited to, insurance companies, mutual funds and lease financing companies, in each case (under clauses (i) through (iv) above) that is reasonably acceptable to Administrative Agent; and (B) any Lender, any Affiliate of any Lender and Related Fund of any Lender; provided that no “associate” (as defined in Section 128F(9) of the Income Tax Assessment Act 1936 of Australia) of ACI shall be an Eligible Assignee with respect to an Australian Revolving Loan Commitment or Tranche A Term Loans.

“ Employee Benefit Plan ” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was, within the preceding six (6) years, maintained or contributed to by Holdings, any of its Subsidiaries or, with respect to any such plan that is subject to Section 412 of the Internal Revenue Code or Title IV of ERISA, any of their respective ERISA Affiliates.

“ Environmental Claim ” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law, (ii) in connection with any Hazardous Materials or any actual or alleged Hazardeous Materials Activity, or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“ Environmental Laws ” means any and all present and future laws, statutes, ordinances, rules, regulations, requirements, restrictions, permits, orders, codes of practice,

23

approvals, controls and determinations of any Governmental Authority that have the force and effect of law, and that pertain to pollution (including hazardous or toxic substances), natural resources or the environment, whether federal, state, or local, domestic or foreign, including environmental response laws such as the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 and as the same may be further amended (collectively, “ CERCLA ”).

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any regulations promulgated thereunder.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with Holdings or any of its Subsidiaries within the meaning of Section 414(b) or (c) of the Internal Revenue Code or (for purposes of Section 412 of the Internal Revenue Code and provisions of the Internal Revenue Code relating to said Section 412) Section 414(m) or (o) of the Internal Revenue Code.

“ ERISA Event ” means any of the following events or occurrences if such event or occurrence has, individually or in the aggregate, a Material Adverse Effect:  (i) the failure by Holdings, any of its Subsidiaries or any ERISA Affiliate to make a required contribution under Section 430(j) of the Code or Section 303(j) of ERISA to a Pension Plan; (ii) a withdrawal by Holdings, any of its Subsidiaries or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA), or a cessation of operation which is treated as such a withdrawal under Section 4062(e) of ERISA; (iii) a complete or partial withdrawal (within the meanings of Sections 4203 and 4205 of ERISA) by Holdings, any of its Subsidiaries or any ERISA Affiliate from a Multiemployer Plan or the receipt by Holdings, any of its Subsidiaries or any ERISA Affiliate of notification from a Multiemployer Plan that it is in “reorganization” or “insolvency” pursuant to Section 4241 or 4245 of ERISA, respectively; (iv) the filing of a notice by the plan administrator of intent to terminate, the treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA or the commencement of proceedings by the PBGC to terminate under Section 4042 of ERISA, in each case with respect to a Pension Plan or receipt by Holdings, any of its Subsidiaries or any ERISA Affiliate of notice of any such event with respect to a Multiemployer Plan; (v) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or, to the knowledge of Holdings, any Multiemployer Plan; (vi) the imposition of any liability under Title IV of ERISA (other than with respect to PBGC premiums due but not delinquent under Section 4007 of ERISA) upon Holdings, any of its Subsidiaries or any ERISA Affiliate; (vii) the imposition of a Lien pursuant to Section 401(a)(29) or 430(k) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan; (viii) receipt from the Internal Revenue Service of notice of the failure of any Employee Benefit Plan intended to qualify under Section 401(a) of the Internal Revenue Code to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any such Employee Benefit Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (ix) the violation of any applicable foreign law or foreign governmental rule, regulation or order by a Foreign Subsidiary that results in an event substantially comparable to any of the

24

foregoing events with respect to an Employee Benefit Plan that is not subject to regulation under ERISA by reason of Section 4(b)(4) of ERISA.

“ Euro ” and the sign “€” mean the single currency unit of Participating Member States.

“ Eurocurrency Rate ” means, for any Interest Rate Determination Date with respect to a Eurocurrency Rate Loan for a proposed Interest Period, the aggregate of (1) and (2) below:

(1)           (a)           in the case of Dollar denominated Loans, (i) the rate per annum equal to the rate determined by Administrative Agent to be the offered rate that appears on the Reuters screen (or any successor service thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such interest period) with a term equivalent to such interest period, determined as of approximately 11:00 a.m. (London time) on the applicable Interest Rate Determination Date and, in the event such rate is not available, (b) the rate equal to the arithmetic average (rounded upward to the nearest 1/100 of one percent) of the offered quotation, if any, to first class banks in the interbank Eurodollar market by each of the Reference Lenders for Dollar deposits of amounts in Same Day Funds comparable to the principal amount of the Eurocurrency Rate Loan of that Reference Lender for which the Eurocurrency Rate is then being determined with maturities comparable to the Interest Period for which such Eurocurrency Rate will apply as of approximately 11:00 A.M. (London time) on such Interest Rate Determination Date; provided that if any Reference Lender fails to provide Administrative Agent with its aforementioned quotation then the Eurocurrency Rate shall be determined based on the quotation(s) provided to Administrative Agent by the other Reference Lender;

                (b)           in the case of Euro denominated Loans, (i) the rate per annum for deposits in Euros as determined by the Administrative Agent for a period corresponding to the duration of the relevant Interest Period which appears on the appropriate Reuters page (or any successor page) for deposits in Euros (for delivery on the first day of such interest period) at approximately 11:00 A.M. (London time) on the applicable Interest Rate Determination Date or (ii) if such rate is not shown on the relevant Reuters page (or any successor page), the average offered quotation to prime banks in the London interbank market by the Administrative Agent for Euro deposits of amounts comparable to the principal amount of the applicable Loans to be made by the Administrative Agent as part of such borrowing with maturities comparable to the Interest Period to be applicable to such Loan (rounded upward to the next whole multiple of 1/100 of 1%), determined as of 11:00 A.M. (London time) on such Interest Rate Determination Date; and

                (c)           in the case of Adollar denominated Loans, (i) the rate per annum equal to the rate determined by Administrative Agent to be the offered rate that appears on the appropriate Reuters screen (or any successor service thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in ADollars (for delivery on the first day of such interest period) with a term equivalent to such interest period, determined as of approximately 11:00 a.m. (London time) on the applicable Interest Rate Determination Date and, in the event such rate is not available, (b) the rate equal to the arithmetic average (rounded upward to the nearest 1/100 of one percent) of the offered quotation, if any, to first class banks in

25

the interbank Eurodollar market by each of the Reference Lenders for ADollar deposits of amounts in Same Day Funds comparable to the principal amount of the Eurocurrency Rate Loan of that Reference Lender for which the Eurocurrency Rate is then being determined with maturities comparable to the Interest Period for which such Eurocurrency Rate will apply as of approximately 11:00 A.M. (New York time) on such Interest Rate Determination Date; provided that if any Reference Lender fails to provide Administrative Agent with its aforementioned quotation then the Eurocurrency Rate shall be determined based on the quotation(s) provided to Administrative Agent by the other Reference Lender; and

(2)           the then current cost to the Lenders of complying with Eurocurrency Reserve Requirements.

“ Eurocurrency Rate Loans ” means Loans bearing interest at rates determined by reference to the Eurocurrency Rate as provided in subsection 2.2A.

“ Eurocurrency Reserve Requirements ” means , for any day as applied to a Eurocurrency Rate Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve liquid asset or similar requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves under any regulations of the Board of Governors of the Federal Reserve System or other Governmental Authority having jurisdiction with respect thereto), including without limitation, under regulations issued from time to time by (a) the Board of Governors of the Federal Reserve System, (b) any Governmental Authority of the jurisdiction of the relevant currency or (c) any Governmental Authority of any jurisdiction in which advances in such currency are made to which banks in any jurisdiction are subject for any category of deposits or liabilities customarily used to fund loans in such currency or by reference to which interest rates applicable to loans in such currency are determined, including Mandatory Costs.

“ Event of Default ” means any of the events set forth in Section 7.

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

“ Excluded Tax ” means any of the following Taxes and all liabilities (including without limitation all penalties, interest and other additions to tax) with respect thereto:  (i) Taxes imposed on the net income or capital of a Lender, Arranger, Agent or Tax Transferee and franchise taxes imposed in lieu thereof (including without limitation branch profits taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on net income, but excluding in all cases any Taxes in respect of any payment pursuant to subsection 2.7C(ii)(c) (collectively referred to as “net income taxes”)) by (A) the jurisdiction under the laws of which such Lender, Arranger, Agent or Tax Transferee is organized or resident for tax purposes or any political subdivision thereof or (B) the jurisdiction of such Lender’s, Tax Transferee’s, Arranger’s or Agent’s applicable lending office or any political subdivision thereof or (C) any jurisdiction with which the Lender, Arranger, Agent or Tax Transferee has any present or former connection (other than solely by virtue of being a Lender, Arranger, Agent or Tax Transferee under this Agreement), (ii) subject to subsection 2.7B in respect of Taxes, if any, imposed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as

26

amended, or any rules, regulations, interpretations, guidelines or directives promulgated thereunder, or similar legislation which .  shall be subject to subsection 2.7B, any Taxes (other than Taxes imposed, levied, collected, withheld or assessed by or within Australia, Canada, the Netherlands, Switzerland or any political subdivision thereof), including FATCA, to the extent that they are in effect and would apply to a payment to such Lender, Arranger or Agent, as applicable, as of the Closing Date, or as of the date such Person becomes a Lender, in the case of any assignee pursuant to subsection 10.2 or as of the date of and as a result of a change in the jurisdiction of the Lender’s applicable lending office, except in each case to the extent that such assignee or such Lender (or its assignor) is entitled at the time of assignment or change in the Lender’s applicable lending office, as the case may be, to receive additional amounts from any Borrower or any other Person under  this Agreement with respect to such Taxes pursuant to Section 2.7, and provided that this clause (ii) shall not apply to treat as an Excluded Tax any Taxes imposed as a result of an Additional Foreign Subsidiary Borrower being organized under the laws of a jurisdiction other than Australia, Canada, the Netherlands or Switzerland, (iii) subject to subsection 2.7B in respect of Taxes, if any, imposed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, or any rules, regulations, interpretations, guidelines or directives promulgated thereunder, or similar legislation which .  shall be subject to Section 2.7B, any Taxes (other than Taxes imposed, levied, collected, withheld or assessed by or within Australia, Canada, the Netherlands, Switzerland or any political subdivision thereof), including FATCA, that are in effect and would apply to a payment to a Tax Transferee as of the date of acquisition of any Loans by such Tax Transferee or the date of and as a result of the change of lending office of such Tax Transferee, as the case may be (provided, however, that a Person shall not be considered a Tax Transferee for purposes of this clause (iii) as a result of a change of its lending office or the taking of any other steps pursuant to subsection 2.6K or as a result of a CAM Exchange pursuant to subsection 2.10), except in each case to the extent that such Tax Transferee is entitled at the time of acquisition or change in the Tax Transferee’s applicable lending office, as the case may be, to receive additional amounts from any Borrower or any other Person under  this Agreement with respect to such Taxes pursuant to Section 2.7, and provided that this clause (iii) shall not apply to treat as an Excluded Tax any Taxes imposed as a result of an Additional Foreign Subsidiary Borrower being organized under the laws of a jurisdiction other than Australia, Canada, the Netherlands or Switzerland, or (iv) any Taxes that would not have been imposed but for (A) the failure or unreasonable delay by such Agent, Arranger, Lender or Tax Transferee, as applicable, to complete, provide, file, update or renew, in each such case at the request of a Borrower or Borrowers’ Agent (in the reasonable exercise of its discretion) at such Borrower’s expense, any application forms, certificates, documents or other evidence required from time to time, properly completed and duly executed, to qualify for any applicable exemption from or reduction of Taxes, including, without limitation, the certificates, documents or other evidence required under subsection 2.7C(v) (unless such failure or delay did not occur on or prior to the Closing Date or the date of the applicable Assignment and Acceptance, as the case may be, and results from a change in applicable law after the Closing Date or the date of the applicable Assignment and Acceptance, as the case may be, which precludes such Agent, Arranger, Lender or Tax Transferee, as applicable, from providing application forms, certificates, documents or other evidence required to qualify for such exemption or reduction or unless the relevant Lender determines that it is not legally entitled to provide such forms, certificates, documents or other evidence or that providing such forms, certificates, documents or other evidence would prejudice

27

or disadvantage such Lender in any significant respect), (B) the gross negligence or willful misconduct of such Agent, Arranger, Lender or Tax Transferee, or (C) such Agent, Arranger, Lender or Tax Transferee being treated as a “conduit entity” within the meaning of Treasury Regulation Section 1.881-3 or any successor provision thereto.

“ Existing Credit Agreement ” means the Credit Agreement dated as of June 14, 2006 among Owens-Brockway, the Company, ACI, OIEG, OI Europe, O-I Canada, O-I General, DB as administrative agent thereunder and the other lenders and agents party thereto from time to time, as amended, amended and restated, restated, supplemented or otherwise modified from time to time.

“ Existing Holdings Senior Note Collateral ” means the pledges of the shares of Capital Stock and intercompany notes of Owens-Brockway and the direct subsidiaries of Company pursuant to the Pledge Agreement.

“ Existing Holdings Senior Note Obligors ” means Holdings, and, on a subordinated basis, Company and Packaging.

“ Existing Holdings Senior Notes ” means Holdings 7.80% Senior Debentures Due 2018.

“ Existing Letter of Credit ” has the meaning assigned to that term in subsection 2.8A.

“ Existing Owens-Brockway Senior Unsecured Notes ” means Owens-Brockway’s 6-3/4% Senior Notes due 2014, Owens-Brockway’s 3% Senior Exchangeable Notes due 2015 and Owens-Brockway’s 7-3/8% Senior Notes due 2016 (and, for avoidance of doubt, any notes issued in exchange or replacement thereof on substantially identical terms).

“ FATCA ” means Sections 1471 through 1474 of the Internal Revenue Code as of the date of this Agreement and any official administrative interpretations thereof.

“ Federal Funds Effective Rate ” means, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Administrative Agent from three Federal funds brokers of recognized standing selected by Administrative Agent.

“ Fee Payment Date ” means each March 15, June 15, September 15 and December 15 of each year (and at maturity), commencing with June 15, 2011.

“ First Priority ” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that (i) such Lien is perfected and such Lien (other than floating charges with respect to certain Collateral (the use of which with respect to such Collateral has been approved by Administrative Agent)), has priority over any other Lien

28

on such Collateral (other than Liens permitted pursuant to subsection 6.2A) and (ii) such Lien is the only Lien (other than Liens permitted pursuant to subsection 6.2A) to which such Collateral is subject.

“ Fiscal Quarter ” means a fiscal quarter of any Fiscal Year.

“ Fiscal Year ” means the fiscal year of Company and its Restricted Domestic Subsidiaries ending on December 31 of each calendar year.

“ Foreign Plan ” means any employee benefit plan maintained by Company or any of its Subsidiaries that is mandated or governed by any law, rule or regulation of any Governmental Authority other than the United States, any state thereof or any other political subdivision thereof.

“ Foreign Subsidiary ” means (i) any Subsidiary of Company identified as such on Schedule D annexed hereto, (ii) any Subsidiary of any Subsidiary described in clause (i), except for ACI America Holdings, Inc., (iii) any Foreign Subsidiary Holdco, and (iv) any Subsidiary acquired, incorporated or otherwise established by Company on or after the Closing Date which is organized under the laws of a jurisdiction other than the United States of America or any State thereof.

“ Foreign Subsidiary Holdco ” means any Restricted Subsidiary organized under the laws of a state of the United States of America, substantially all of whose assets consist, directly or indirectly, of equity interests and intercompany indebtedness in Foreign Subsidiaries.

“ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ Funding and Payment Office ” means the office of Administrative Agent located at 90 Hudson Street, Jersey City, New Jersey 07302.

“ Funding Date ” means the date of the funding of a Loan.

“ FX Trading Office ” means such office of Administrative Agent as it may designate as such from time to time in a written notice delivered to Borrowers’ Agent.

“ GAAP ” means, subject to the provisions of subsection 1.2, generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

“ Governing Body ” means the board of directors or other body having the power to direct or cause the direction of the management and policies of a Person that is a corporation, partnership, trust or limited liability company.

29

“ Governmental Authority ” means any political subdivision or department thereof, any other governmental or regulatory body, commission, central bank, board, bureau, organ or instrumentality or any court, in each case whether federal, state, local or foreign.

“ Governmental Authorization ” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any foreign, federal, state or local Government Authority, agency or court.

“ Ground Leasehold Interest ” as applied to any Person, means any lease by which such Person leases the fee interest in real property and owns the improvements thereon (until the termination of the lease).

“ Guarantied Obligations ” has the meaning assigned to that term in subsection 9.1.

“ Guarantied Party ” and “ Guarantied Parties ” have the meanings assigned to those terms in subsection 9.1.

“ Guaranties ” means, collectively, the Company Guaranty, the Domestic Borrowers’ Guaranty, the Subsidiary Guaranty and the Offshore Guaranties.

“ Harbor Capital Subsidiaries ” means, collectively, OI Advisors, Inc. (f/k/a/ Harbor Capital Advisors, Inc.), OI Securities, Inc. (f/k/a/ HCA Securities, Inc.) and OI Transfer, Inc. (f/k/a Harbor Transfer, Inc.).

“ Hazardous Materials ” means any substance that is defined or listed as a hazardous or toxic substance under any present or future Environmental Law or that is otherwise regulated or prohibited or subject to investigation or remediation under any present or future Environmental Law because of its hazardous or toxic properties, including (i) any substance that is a “hazardous substance” under CERCLA (as defined in the definition of “Environmental Laws”) and (ii) petroleum wastes or products.

“ Hazardous Materials Activity ” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“ Hedge Agreement ” means an Interest Rate Agreement or a Currency Agreement designed to hedge against fluctuations in interest rates or currency values, respectively.

“ Holdings ” means Owens Illinois, Inc., a Delaware corporation.

“ Holdings Ordinary Course Payments ” means dividends or other distributions by, or payments of intercompany indebtedness from, Company to Holdings necessary to permit Holdings to pay any of the following items which are then due and payable:  (s) payments in

30

respect of Permitted Holdings Hedging Obligations, (t) cash interest on the Existing Holdings Senior Notes, (u) claims of persons for exposure to asbestos-containing products and expenses related thereto, (v) so long as no Potential Event of Default arising under subsections 7.1, 7.6, 7.9 or 7.12 or Event of Default shall exist (or shall be caused by such payment), (i) cash dividends on Permitted Preferred Stock with an aggregate liquidation preference or redemption price not exceeding $250,000,000 used (or the proceeds of which are used directly or indirectly within 180 days of receipt) as consideration for an Acquisition not prohibited hereunder and (ii) share repurchases of, or common dividends on, Holdings’ Capital Stock in an aggregate amount not exceeding $100,000,000, (w) consolidated tax liabilities of Holdings and its Restricted Subsidiaries and (x) general administrative costs and other on-going expenses of Holdings in the ordinary course of business.

 “ Indebtedness ”, as applied to any Person, means (i) all indebtedness for borrowed money, (ii) that portion of obligations with respect to Capital Leases which is properly classified as a liability on a balance sheet in conformity with GAAP (subject to subsection 1.2 hereof), (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money, (iv) the amount of all honored but unreimbursed drawings under letters of credit, (v) any obligation owed for all or any part of the deferred purchase price of property or services, which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument, (vi) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person, and (vii) every obligation of such Person under any Synthetic Lease treated as an operating lease under generally accepted accounting principles and as a loan or financing for U.S. income tax purposes; provided , however , that (i) with respect to any indebtedness of the type described in the foregoing clause (vi) which has not been assumed by that Person or is otherwise nonrecourse to the credit of that Person, the amount of such indebtedness shall be deemed to be the lesser of the outstanding principal amount of such indebtedness and the fair market value of the property or assets of such Person securing such indebtedness and (ii) the term “Indebtedness” shall not include any Specified Intercompany Debt.

“ Intellectual Property ” means all patents, trademarks, tradenames, copyrights, know-how, trade secrets, technology and software, used in or necessary for the conduct of the business of Company and its Subsidiaries as currently conducted that are material to the condition (financial or otherwise), business or operations of Company and its Subsidiaries, taken as a whole.

“ Intercreditor Agreement ” means the Third Amended and Restated Intercreditor Agreement dated as of May 19, 2011, among Collateral Agent, Administrative Agent, the trustee in respect of the Existing Holdings Senior Notes, such Lenders or Affiliates of Lenders which are holders of Other Permitted Credit Exposure and have executed appropriate acknowledgments to the Intercreditor Agreement (or predecessor versions thereof) or in the future execute acknowledgments to such Intercreditor Agreement, and, such other Persons who may become parties to the Intercreditor Agreement in accordance with the terms thereof, which in the future execute acknowledgments to the Intercreditor Agreement, in the form attached hereto as Exhibit

31

XVII , and as such Intercreditor Agreement may hereafter be amended, supplemented or modified from time to time.

“ Interest Payment Date ” means, with respect to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan; provided that in the case of each Interest Period of six, nine or twelve months, “ Interest Payment Date ” shall also include each three-month anniversary of the commencement of that Interest Period.

“ Interest Period ” means any interest period applicable to a Eurocurrency Rate Loan or a B/A Discount Rate Loan as determined pursuant to subsection 2.2B.

“ Interest Rate Agreement ” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement.

“ Interest Rate Determination Date ” means with respect to Eurocurrency Rate Loans, the second Business Day prior to the first day of the related Interest Period.

“ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and the regulations promulgated and rulings issued thereunder.

“ Investment ”, as applied to any Person, means any direct or indirect purchase or other acquisition by that Person of, or of a beneficial interest in, stock or other Securities of any other Person, or any direct or indirect loan, advance (other than advances to employees for moving and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by that Person to any other Person, including all indebtedness and accounts receivable from that other Person which are not current assets or did not arise from sales to that other Person in the ordinary course of business.  The amount of any Investment shall be the original cost (which shall not include (i) the amount of any Indebtedness of the Person that is the subject of such Investment that is assumed by the Person making such Investment or (ii) the value of any Common Stock issued as all or a portion of the consideration payable in connection with such Investment) or, in the case of an Investment consisting of non-cash consideration received in connection with an Asset Sale or other sale of assets, the original value of such Investment plus the cost of all additions thereto and less returns of capital to the Person making the Investment, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

“ IP Collateral ” means, collectively, the Intellectual Property of Borrower and its Restricted Domestic Subsidiaries that constitutes Collateral under the Collateral Documents.

“IP Filing Office” means the United States Patent and Trademark Office, the United States Copyright Office or any successor or substitute office in which filings are necessary or, in the opinion of Collateral Agent, desirable in order to create or perfect Liens on, or evidence the interest of Collateral Agent and Lenders in, any IP Collateral.

“ Issuing Lender ” means (i) with respect to Existing Letters of Credit, the issuers set forth on Schedule C and (ii) with respect to any other Letters of Credit any Lender which agrees or is otherwise obligated to issue such Letter of Credit, determined as provided in

32

subsection 2.8C; provided that, in the event DB is to be an Issuing Lender (and with respect to the Existing Letters of Credit issued by DBTCA), DB may delegate the issuance of the applicable Letter of Credit to an Affiliate (DB having done so with respect to Existing Letters of Credit), provided , further , that in the event of any such delegation by DB, DB shall be deemed to be the Issuing Lender for purposes relating to the utilization of the US Revolving Loan Commitments or Multicurrency Revolving Loan Commitments, as the case may be, under this Agreement, although such Affiliate shall be entitled to all rights of reimbursement relating to such Letter of Credit or DB and such Affiliate may apportion all rights and obligations relating to such Letter of Credit as they may agree and such apportionment shall be binding for all purposes hereunder.

“ Joint Lead Arrangers ” as defined in the introduction to this Agreement.

“ Joint Venture ” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership, limited liability company or other legal form; provided that, as to any such arrangement in corporate form, such corporation shall not, as to any Person of which such corporation is a Subsidiary, be considered to be a Joint Venture to which such Person is a party.

“ L/C Collateral Account ” is defined in the Security Agreement.

“ LC Disbursement ” means a payment made by an Issuing Lender pursuant to a Letter of Credit.

“ Lender ” and “ Lenders ” have the meanings assigned to those terms in the introduction to this Agreement and shall include each Agent in its individual capacity as a lender hereunder; provided that “Lender” and “Lenders” shall also include the successors and permitted assigns of Lenders pursuant to subsection 10.2B; and provided , further that the term “Lenders” when used in the context of a particular Commitment or Loan, shall mean Lenders having that Commitment or making that Loan.

“ Letter of Credit ” or “ Letters of Credit ” means Commercial Letters of Credit and Standby Letters of Credit issued or to be issued by Issuing Lenders for the account of Borrowers (other than O-I Canada) pursuant to subsection 2.8.

“ Letter of Credit Usage ” means, as at any date of determination, the sum of (i) the maximum aggregate amount which is or at any time thereafter may become available for drawing under all Letters of Credit then outstanding under each of the US Revolving Facility and the Multicurrency Revolving Facility plus (ii) the aggregate amount of all drawings under Letters of Credit honored by Issuing Lenders and not theretofore reimbursed by a Borrower under each of the US Revolving Facility and the Multicurrency Revolving Facility.  For purposes of this definition, any amount described in clause (i) or (ii) of the preceding sentence which is denominated in a currency other than Dollars shall be valued based on its Dollar Equivalent as of the applicable date of determination.

“ Lien ” means any lien, mortgage, pledge, security interest, hypothec, assignment by way of security, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, any statutory trust or deemed trust, any

33

agreement to give any security interest and any security interest under the PPSA) and any other agreement intended to create any of the foregoing.

“ Loan ” or “ Loans ” means one or more of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Tranche D Term Loans, the US Revolving Loans, the Multicurrency Revolving Loans, the Offshore Revolving Loans, the Additional Domestic Subsidiary Borrower Loans,  the Additional Foreign Subsidiary Borrower Loans, the Additional Term Loans or the Refinancing Term Loans or any combination thereof.

“ Loan Documents ” means this Agreement, the Notes, the Domestic Overdraft Agreement, any Offshore Overdraft Agreements, the Letters of Credit, the Guaranties and the Collateral Documents.

“ Loan Limitation Notice ” has the meaning assigned to that term in subsection 2.1E(iv).

“ Loan Party ” means each of Borrowers, Company and, upon execution of a Loan Document thereby, any of Company’s other Subsidiaries from time to time executing such Loan Document, and “ Loan Parties ” means all such Persons, collectively.

“ Mandatory Costs ” means the cost imputed to the Lender(s) of compliance with the mandatory liquid assets requirements of the Bank of England and/or the banking supervision or other costs of the Financial Services Authority or European Central Bank or any successor body exercising their functions in this respect as determined in accordance with Schedule 1.1C .

“ Margin Stock ” has the meaning assigned to that term in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“ Material Adverse Effect ” means (i) a material adverse effect upon the business, operations, or financial condition of Company and its Restricted Subsidiaries, taken as a whole, or (ii) a material adverse effect on the ability of (x) the Company and its Restricted Subsidiaries, taken as a whole, to perform their respective material Obligations or (y) the Administrative Agent and the Collateral Agent or the Lenders (taken as a whole), to enforce the Obligations.

“ Material Subsidiary ” means each indirect or direct Restricted Subsidiary of Holdings now existing or hereafter acquired or formed indirectly or directly by Holdings which (x) for the most recent Fiscal Year of Holdings, accounted for more than 7% of the consolidated revenues of Holdings or (y) as at the end of such Fiscal Year, was the owner of more than 8% of the consolidated assets of Holdings; provided that each Borrower, as well as Owens-Illinois Do Brasil Comercial S.A. and Companhia Industrial de Vidros-CIV shall be deemed “Material Subsidiaries”.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Multicurrency Revolving Facility ” means the credit facility under this Agreement providing for Multicurrency Revolving Loans pursuant to Subsection 2.1A(v) and, subject to the provisions of subsection 2.8, the issuance of Letters of Credit.

34

“ Multicurrency Revolving Lenders ” means the Lenders having Multicurrency Revolving Loan Exposure.

“ Multicurrency Revolving Loan Commitment ” means the commitment of a Lender to make Multicurrency Revolving Loans from and after the Closing Date to Owens-Brockway or, if applicable, an Additional Domestic Subsidiary Borrower, in each case pursuant to subsection 2.1A(v), and “ Multicurrency Revolving Loan Commitments ” means such commitments of all Lenders to Owens-Brockway in the aggregate.

“ Multicurrency Revolving Loan Commitment Termination Date ” means May 19, 2016.

“ Multicurrency Revolving Loan Exposure ” means, with respect to any Lender as of any date of determination (i) prior to the termination of the Multicurrency Revolving Loan Commitments, that Lender’s Multicurrency Revolving Loan Commitment and (ii) after the termination of the Multicurrency Revolving Loan Commitments, the sum (without duplication) of (a) aggregate outstanding principal amount of the Multicurrency Revolving Loans of that Lender plus (b) in the event that Lender is an Issuing Lender, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued under the Multicurrency Revolving Facility by that Lender (in each case net of any participations purchased by other Lenders in such Letters of Credit or any unreimbursed drawings thereunder) plus (c) the aggregate amount of all participations purchased by that Lender in any outstanding Letters of Credit issued under the Multicurrency Revolving Facility or any unreimbursed drawings under any Letters of Credit issued under the Multicurrency Revolving Facility plus (d) in the case of Administrative Agent (in its capacity as a Lender), the Domestic Overdraft Amount (net of any participations therein purchased by other Lenders) plus (e) the aggregate amount of all participations purchased by that Lender in the Domestic Overdraft Amount plus (f) the Dollar Equivalent of all participations purchased by that Lender in the Offshore Overdraft Amount (net of any participations therein purchased by other Lenders) plus (g) the aggregate outstanding principal amount of the Dollar Equivalent of any Offshore Revolving Loans of such Lender (net of any participations therein purchased by other Lenders) plus (h) in the case of any Offshore Overdraft Provider with respect to a particular Offshore Currency, the Dollar Equivalent of the relevant Offshore Overdraft Amount (net of any participations therein purchased by other Lenders).

“ Multicurrency Revolving Loans ” means the Loans made by Lenders to Owens-Brockway or, if applicable, an Additional Domestic Subsidiary Borrower, in each case, pursuant to subsection 2.1A(v).

“ Multicurrency Revolving Note ” means a promissory note of Owens-Brockway or, if applicable, an Additional Domestic Subsidiary Borrower, as the case may be, substantially in the form of Exhibit V annexed hereto, issued in favor of Lenders pursuant to subsection 2.1G(iv) to evidence the Multicurrency Revolving Loans made to Owens-Brockway or such Additional Domestic Subsidiary Borrower, as the case may be, in each case as they may be amended, supplemented or otherwise modified from time to time.

“ Multiemployer Plan ” means a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA, with respect to which Holdings, any of its Subsidiaries or any

35

ERISA Affiliate makes or is obligated to make contributions, or during the preceding six (6) plan years, has made or been obligated to make contributions.

“ Net Asset Sale Proceeds ”, with respect to any Asset Sale, means Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received, including when released from any escrow) received from such Asset Sale, (A) net of any bona fide direct costs incurred in connection with such Asset Sale, including (i) taxes reasonably estimated to be payable in connection with such Asset Sale, (ii) reasonable commissions and other fees and expenses incurred, and (iii) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is paid (and is not prohibited from being paid under the terms of this Agreement) with the gross proceeds of such Asset Sale, and (iv) a reasonable reserve for the after-tax costs of any indemnification payments (fixed and contingent) attributable to seller’s indemnities to the purchaser undertaken by Holdings and its Restricted Subsidiaries in connection with such Asset Sale, (B) net of any amount used within 355 days of the date of such Asset Sale to make Investments in Restricted Subsidiaries or purchase assets or reinvest in the business of Company and its Restricted Subsidiaries; provided , that in the case of (B) above, such use results in such amounts so utilized not constituting “Excess Proceeds” under the indentures governing the Existing Owens-Brockway Senior Unsecured Notes, any Permitted Secured Debt or Permitted Unsecured Debt issued after the Closing Date.

“ Net Debt Proceeds ” means the Cash proceeds (net of underwriting discounts and commissions, premiums on any Indebtedness (other than Loans) to be redeemed with such proceeds as permitted under this Agreement and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) from the incurrence of Permitted Secured Debt.

“ Net Insurance/Condemnation Proceeds ” means any Cash payments or proceeds received by Company or any of its Restricted Subsidiaries (i) under any casualty insurance policy (but excluding, for the avoidance of doubt, any personal injury insurance or business interruption insurance) in respect of a covered loss thereunder or (ii) as a result of the taking of any assets of Company or any of its Restricted Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or other similar event, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, in each case net of any actual and reasonable documented costs incurred by Company or any of its Restricted Subsidiaries in connection with the adjustment or settlement of any claims of Company or such Subsidiary in respect thereof and, in each case, only to the extent such cash payments or proceeds following any single occurrence of the events set forth in (i) and (ii) above, net of the foregoing documented costs, exceed $100,000,000; provided , that, for the avoidance of doubt, (x) any insurance proceeds received by Holdings or any Subsidiary for asbestos claims and (y) any insurance/condemnation proceeds (or their equivalent) received by Holdings or any Subsidiary as a result of an expropriation, taking of any assets, government seizure or like event which occurred or is deemed to have occurred prior to the Closing Date, shall not constitute Net Insurance/Condemnation Proceeds hereunder.

36

“ New Senior Debt ” means any Permitted European Senior Debt, any Permitted Unsecured Debt and/or Permitted Secured Debt which, in each case, does not constitute Subordinated Indebtedness.

“Nominal Restatement ” means the amendment and restatement of the Existing Credit Agreement dated as of May 19, 2011 by and between ACI and DBTCA, as trustee for the benefit of the Lenders hereunder, under which DBTCA shall make a loan to ACI in the amount of $10,000.

“ Non-Bank Rules ” means the Ten Non-Qualifying Bank Creditor Rule and the Twenty Non-Qualifying Bank Creditor Rule.

“ Non-Consenting Lender ” has the meaning assigned to that term in subsection 10.7B.

“ Notes ” means one or more of the Tranche A Term Loan Notes, Tranche B Term Loan Notes, the Tranche C Term Loan Notes, the Tranche D Term Loan Notes, the US Revolving Notes, the Multicurrency Revolving Notes or the Offshore Revolving Loan Notes or any combination thereof.

“ Notice of Borrowing ” means a notice substantially in the form of Exhibit I annexed hereto with respect to a proposed borrowing.

“ Notice of Conversion/Continuation ” means a notice substantially in the form of Exhibit III annexed hereto with respect to a proposed conversion or continuation.

“ Notice of Request for Issuance of Letter of Credit ” means a notice in the form of Exhibit II annexed hereto with respect to the proposed issuance of a Letter of Credit.

“ O-I Canada ” has the meaning assigned to that term in the introduction to this Agreement.

“ OI Europe ” has the meaning assigned to that term in the introduction to this Agreement.

“ O-I General ” means Owens-Illinois General Inc.

“ Obligations ” means all obligations of every nature of any Loan Party from time to time owed to Agents or Lenders or any of them under or in respect of this Agreement whether for principal, interest, premium, fees, indemnification or otherwise, the Notes, the Letters of Credit, the Offshore Overdraft Agreements, the Domestic Overdraft Agreement or any of the other Loan Documents (excluding, for the avoidance of doubt, all obligations under or in respect of Other Lender Guarantied Obligations and Other Permitted Credit Exposure).

“ Officers’ Certificate ” means, as applied to any corporation, limited liability company, partnership or trust, a certificate executed on behalf of such entity by any one of its Chairman of the Board (if an officer) or its President or one of its Vice Presidents or, if applicable, its managing member, general partner or trustee or, in the case of any Offshore

37

Borrower or Offshore Guarantor, any director or any attorney appointed by power of attorney, or its Chief Financial Officer, its Treasurer, any of its Assistant Treasurers, its Controller or any of its Assistant Controllers or, in the case of any Offshore Borrower or Offshore Guarantor, any other director or attorney appointed by power of attorney (or such other customary instrument of delegation in the jurisdiction of organization of such Offshore Borrower or Offshore Guarantor).

“ Offshore Borrower ” means (i) with respect to Tranche A Term Loans, Australian Revolving Loans, the Australian Overdraft Account and any Letter of Credit issued for the account of ACI, ACI, (ii) with respect to Tranche C Term Loans, Canadian Revolving Loans and the Canadian Overdraft Account, O-I Canada, (iii) with respect to Tranche D Term Loans, Dutch Revolving Loans, the Dutch Overdraft Account and any Letter of Credit issued for the account of OIEG, OIEG, (iv) with respect to Swiss Revolving Loans, the Swiss Overdraft Account, and any Letter of Credit issued for the account of OI Europe, OI Europe, and (vi) an Additional Foreign Subsidiary Borrower with respect to the, if any, Additional Foreign Subsidiary Borrower Sublimit established pursuant to Section 10.7 hereof and “ Offshore Borrowers ” means ACI, O-I Canada, OIEG, OI Europe, and such Additional Foreign Subsidiary Borrower collectively.

“ Offshore Collateral Documents ” means the Offshore Security Agreements.

“ Offshore Currency ” means ADollars, Euros or Canadian Dollars.

“ Offshore Currency Equivalent ” means, at any time as to any amount denominated in Dollars, the equivalent amount in the applicable Offshore Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate for the purchase of such Offshore Currency with Dollars on the most recent Calculation Date.

“ Offshore Currency Loan ” means any Loan denominated in an Offshore Currency.

“ Offshore Guarantors ” means, collectively, the Australian Guarantors, the Canadian Guarantors, the Dutch Guarantors and, if applicable, an Additional Foreign Subsidiary Borrower and any of its Material Subsidiaries which are required to become offshore guarantors pursuant to subsection 5.9.  As of the Closing Date, the Offshore Guarantors are set forth on Schedule 1.1A .

“ Offshore Guaranties ” means the guaranties entered into by each of the Offshore Borrowers (other than OI Europe) of the Obligations of the other Offshore Borrowers and by each of the Offshore Guarantors of the Obligations of the Offshore Borrowers, in each case in a form satisfactory to the Administrative Agent, as the same may be amended, amended and restated or otherwise modified from time to time.

“ Offshore Overdraft Account ” means the Australian Overdraft Account, the Canadian Overdraft Account, the Dutch Overdraft Account or the Swiss Overdraft Account, and “ Offshore Overdraft Accounts ” means the Australian Overdraft Account, the Canadian Overdraft Account, the Dutch Overdraft Account and the Swiss Overdraft Account, collectively.

38

“ Offshore Overdraft Agreement ” means the Australian Overdraft Agreement, the Canadian Overdraft Agreement, the Dutch Overdraft Agreement and the Swiss Overdraft Agreement, and “ Offshore Overdraft Agreements ” means the Australian Overdraft Agreement, the Canadian Overdraft Agreement, the Dutch Overdraft Agreement and the Swiss Overdraft Agreement, collectively.

“ Offshore Overdraft Amount ” means the Australian Overdraft Amount, the Canadian Overdraft Amount, the Dutch Overdraft Amount and the Swiss Overdraft Amount and “ Offshore Overdraft Amounts ” means the Australian Overdraft Amount, the Canadian Overdraft Amount, the Dutch Overdraft Amount and the Swiss Overdraft Amount, collectively.

“ Offshore Overdraft Provider ” means Australian Overdraft Provider, Canadian Overdraft Provider, Dutch Overdraft Provider and Swiss Overdraft Provider, and “ Offshore Overdraft Providers ” means Australian Overdraft Provider, Canadian Overdraft Provider, Dutch Overdraft Provider and Swiss Overdraft Provider, collectively.

“ Offshore Revolving Loan ” means an Australian Revolving Loan, a Canadian Revolving Loan, a Dutch Revolving Loan, a Swiss Revolving Loan, or, if made, an Additional Foreign Subsidiary Borrower Loan, and “ Offshore Revolving Loans ” means such loans of all Lenders in the aggregate.

“ Offshore Revolving Loan Commitment ” means an Australian Revolving Loan Commitment, a Canadian Revolving Loan Commitment, a Dutch Revolving Loan Commitment, a Swiss Revolving Loan Commitment, or, if committed, an Additional Foreign Subsidiary Borrower Loan Commitment, and “ Offshore Revolving Loan Commitments ” means all such commitments.

“ Offshore Revolving Loan Note ” means any of an Australian Revolving Loan Note, a Canadian Revolving Loan Note, a Dutch Revolving Loan Note, a Swiss Revolving Loan Note or an Additional Foreign Subsidiary Borrower Loan Note.

“ Offshore Security Agreements ” means, collectively, (i) the security agreements by ACI, each Australian Guarantor, O-I Canada, each Canadian Guarantor, OIEG, each Dutch Guarantor, and, as applicable, each Additional Foreign Subsidiary Borrower and any Material Subsidiary of such Additional Foreign Subsidiary Borrower which is required to become an Offshore Guarantor under subsection 5.9, as executed and delivered on (i) May 19, 2011, or (ii) with respect to an Additional Foreign Subsidiary Borrower, the date on which such Additional Foreign Subsidiary Borrower has been designated as such pursuant to subsection 10.7D, or (iii) with respect to any Material Subsidiary of an Additional Foreign Subsidiary Borrower which is required to become an Offshore Guarantor under subsection 5.9, the date on which such Material Subsidiary executes a counterpart to the applicable Offshore Collateral Document, in each case as the same may be amended, amended and restated or otherwise modified in a form satisfactory to Administrative Agent from time to time in accordance with the terms thereof and hereof.

“ Offshore Sublimit ” means, at any time, (i) as to ACI, the lesser of (a) $300,000,000 (or the Offshore Currency Equivalent thereof) and (b) the Multicurrency Revolving Loan Commitments then in effect, (ii) as to O-I Canada, the lesser of (a) $20,000,000

39

(or the Offshore Currency Equivalent thereof) and (b) the Multicurrency Revolving Loan Commitments then in effect, (iii) as to OIEG, the lesser of (a) $425,000,000 (or the Offshore Currency Equivalent thereof) and (b) the Multicurrency Revolving Loan Commitments then in effect, (iv) as to OI Europe, the lesser of (a) $425,000,000 (or the Offshore Currency Equivalent thereof) and (b) the Multicurrency Revolving Loan Commitments then in effect and (v) as to an Additional Foreign Subsidiary Borrower, the Additional Foreign Subsidiary Borrower Sublimit designated pursuant to subsection 10.7 (or the Offshore Currency Equivalent thereof) and (b) the Multicurrency Revolving Loan Commitments then in effect; provided that such Offshore Sublimits may be from time to time decreased pursuant to subsection 2.4G and increased pursuant to subsection 2.1A(vii).

“ OIEG ” has the meaning assigned to that term in the introduction to this Agreement.

“ Operating Lease ”, as applied to any Person, means any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) that is not a Capital Lease other than any such lease under which that Person is the lessor.

“ Organizational Documents ” means (i) with respect to any corporation organized in the United States of America, its certificate or articles of incorporation or organization, as amended, and its bylaws, as amended, (ii) with respect to any limited partnership organized in the United States of America, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership organized in the United States of America, its partnership agreement, as amended, (iv) with respect to any limited liability company organized in the United States of America, its articles of organization, as amended, and its operating agreement, as amended, (v) with respect to OIEG and any Dutch Guarantor, its articles of association and an excerpt from the trade register of the chambers of commerce, (vi) with respect to ACI and any Australian Guarantor, its constitution or its or other constituent documents, (vii) with respect to OI Europe, its certified excerpt of the Trade Register, its certified copy of the articles of associations, its resolution of the board of gérants, and its resolution of the partners’ meeting, (viii) with respect to O-I Canada and any Canadian Guarantor, the Certificate of Status, and memorandum of and articles of association and (ix) with respect to any other Foreign Subsidiary, to the extent not covered above, the equivalent thereof in its jurisdiction of incorporation, formation or organization.

“ Other Lender Guarantied Obligations ” means the obligations owed to Lenders and their Affiliates pursuant to Other Permitted Credit Exposure which are guaranteed pursuant to one or more of the Guaranties.

“ Other Permitted Credit Exposure ” means the obligations of Restricted Subsidiaries of Company 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 such Restricted Subsidiaries.

“ Owens-Brockway ” means Owens-Brockway Glass Container Inc., a Delaware corporation.

40

“ Packaging ” means Owens-Brockway Packaging, Inc., a Delaware corporation and the parent corporation of Owens-Brockway.

“ Participating Member State ” means any member state of the European Community that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Community relating to the European Monetary Union.

“ PBGC ” means the Pension Benefit Guaranty Corporation (or any successor thereto).

“ Pension Plan ” means a “pension plan”, as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and with respect to which Company, any of its Subsidiaries or any ERISA Affiliate may have any liability.

“ Permitted Canadian Liens ” means all Liens created by applicable statutory law in Canada that rank or are capable of ranking prior to or pari passu with the Liens granted pursuant to the applicable Collateral Documents, including for amounts owing for vacation pay, employee deductions and contributions, goods and services taxes, sales taxes, harmonized sales taxes, realty taxes, business taxes, workers’ compensation, Quebec corporate taxes, pension plan or fund obligations and overdue rents.

“ Permitted Covenant ” means (i) any periodic reporting covenant, (ii) any covenant restricting payments by Holdings with respect to any securities of Holdings which are junior to the applicable Permitted Preferred Stock, (iii) any covenant the default of which can only result in an increase in the amount of any redemption price, repayment amount, dividend rate or interest rate, (iv) any covenant providing board observance rights with respect to Holdings’ board of directors and (v) any other covenant that does not adversely affect the interests of the Lenders (as reasonably determined by Administrative Agent).

“ Permitted Encumbrances ” means the following types of Liens:

(i)            Liens for taxes, assessments or governmental charges or claims the payment of which is not at the time required by subsection 5.3 or as to which the grace period has not yet expired (not to exceed 30 days);

(ii)           Statutory Liens (including without limitation Permitted Canadian Liens) and rights of set-off of banks, Liens of landlords and Liens of carriers, warehousemen, suppliers, mechanics, materialmen and other Liens imposed by law incurred in the ordinary course of business (including title retention agreements arising in the ordinary course of business) for sums not yet delinquent or that are not overdue for a period of more than 60 days or are being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP (subject to subsection 1.2) shall have been made therefor;

(iii)          Liens (other than any Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA) incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment

41

insurance, old age pensions and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(iv)          Any attachment or judgment Lien not resulting in an Event of Default under subsection 7.8;

(v)           Leases, subleases or licenses of occupancy granted to others not interfering in any material respect with the business of Company and its Restricted Subsidiaries, taken as a whole;

(vi)          Easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the ordinary conduct of the business of Company and its Restricted Subsidiaries, taken as a whole;

(vii)         Any (a) interest or title of a lessor under any lease not prohibited by this Agreement, (b) restriction or encumbrance that the interest or title of such lessor or sublessor may be subject to, or (c) subordination of the interest of the lessee or sublessee under such lease to any restriction or encumbrance referred to in the preceding clause (b), so long as the holder of such restriction or encumbrance agrees to recognize the rights of such lessee or sublessee under such lease;

(viii)        Liens arising from UCC financing statements regarding leases or charges not prohibited by this Agreement;

(ix)           Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(x)            Liens incurred in the ordinary course of business encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of Company and its Restricted Subsidiaries (excluding deposits securing the repayment of Indebtedness);

(xi)           Liens (i) on cash or deposits granted in favor of an Issuing Lender to cash collateralize any Defaulting Lender’s participation in Letters of Credit, and (ii) encumbering customary initial deposits and margin deposits securing obligations under Interest Rate Agreements, Currency Agreements and Commodities Agreements, and other Liens incurred in the ordinary course of business and which are within the general parameters customary in the industry securing obligations under Commodities Agreements;

(xii)          Liens securing reimbursement obligations under Commercial Letters of Credit or bankers’ acceptance facilities, which Liens encumber documents and other property to be acquired by drawings under such Commercial Letters of Credit or drafts accepted under such bankers’ acceptance facilities;

42

(xiii)         easements, rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies, in each case not securing Indebtedness and not materially interfering with the conduct of the business of Holdings or any of its Restricted Subsidiaries;

(xiv)        Liens in the form of title retention in connection with the acquisition of goods in the ordinary course of business provided that there has occurred and is continuing no default in the obligations related thereto;

(xv)         Liens arising in countries other than the United States of America substantially comparable to the foregoing;

(xvi)        Liens created over credit balances in Dutch or Canadian bank accounts of any Restricted Subsidiaries in the ordinary course of their banking arrangements pursuant to the general conditions of such bank;

(xvii)       licenses and sublicenses of Intellectual Property rights not interfering, individually or in the aggregate, in any material respect, with the conduct of the business of Company or any of its Subsidiaries;

(xviii)      Liens solely on any earnest money deposits made by any Borrower or any of their Restricted Subsidiaries in connection with any letter of intent or purchase agreement entered into by it to the extent such acquisition is not prohibited hereunder;

(xix)         Liens on Cash and Cash and Cash Equivalents arising in respect of any cash pooling, netting or composite account arrangements in the ordinary course of business between any one or more Borrowers and any of their Restricted Subsidiaries or between any one or more of such entities and one or more banks or other financial institutions where any such entity maintains deposits; and

(xx)          customary rights of set off, revocation, refund or chargeback, Liens or similar rights under agreements with respect to deposits of cash, securities accounts, deposit disbursements, concentration accounts or comparable accounts under the laws of any foreign jurisdiction (including, for the avoidance of doubt, any Lien or set-off arrangements entered into by OIEG or any other Dutch Subsidiary which arise pursuant to any general banking conditions (algemene bankvoorwaarden)) or under the UCC (or comparable foreign law) or arising by operation of law of banks or other financial institutions at which any Borrower or any of its Restricted Subsidiaries maintains such securities accounts, deposit disbursements, concentration accounts or comparable accounts under the law of any foreign jurisdiction in the ordinary course of business permitted by this Agreement.

“ Permitted European Senior Debt ” means (i) OI European Group B.V.’s 6 7/8% Senior Notes due 2017 (including guarantees thereof required by the indenture governing the same), (ii) OI European Group B.V.’s 6 3/4% Senior Notes due 2020 (including guarantees thereof required by the indenture governing the same) and (iii) additional Indebtedness (including guarantees thereof and Indebtedness and guarantees issued in exchange or in replacement thereof containing substantially identical terms); provided that the aggregate

43

principal amount of Permitted European Senior Debt (including in respect of the senior notes described in the preceding clauses (i) and (ii) hereof) shall not at any time be in excess of €900,000,000 (after giving effect to the application of proceeds of any Permitted European Senior Debt to be used to refinance, repurchase or redeem existing Permitted European Senior Debt) and any additional Indebtedness incurred pursuant to the preceding clause (iii) hereof shall have the following characteristics:  (u) the sole issuer or borrower shall be OIEG or another Restricted Foreign Subsidiary reasonably acceptable to the Administrative Agent, (v) any other obligors (whether guarantors or other credit support parties) shall include only Company, Owens Brockway and/or the Subsidiary Guarantors and no other Persons), (w) such Indebtedness (and any guaranties thereof) shall be unsecured or constitute Subordinated Indebtedness or both, (x) such Indebtedness shall not have any scheduled payment of principal, mandatory prepayment, mandatory redemption or sinking fund payment prior to May 19, 2017, except for provisions requiring any permitted obligor under clause (u) above to repurchase all or a portion of Permitted European Senior Debt from the holders thereof upon the occurrence of a “change of control” or following an “asset sale” (such terms to be defined in the documentation governing such Permitted European Senior Debt), (y) the governing documentation for such Indebtedness shall not contain any provision prohibiting the creation or assumption of any Lien on any of the properties or assets of Company or its Restricted Subsidiaries, whether then owned or thereafter acquired, to secure payment of the Obligations or any agreement renewing, refinancing or extending the Obligations or this Agreement; and (z)(1) the covenants, default and other non-economic terms and conditions applicable to such Indebtedness are, taken as a whole, not materially less favorable to the obligor thereof or to the Lenders than the provisions contained in this Agreement and (2) such Indebtedness is at then-prevailing market conditions, in each case, determined by the Company in good faith.

“ Permitted Holdings Hedging Obligations ” means obligations under Hedging Agreements entered into by Holdings which could have been entered into by Owens-Brockway under Section 6.4(iii).

“ Permitted Preferred Stock ” means any preferred stock of Holdings (or any equity security of Holdings that is convertible or exchangeable into any preferred stock of Holdings), so long as the terms of any such preferred stock or equity security of Holdings (i) do not provide any collateral security, (ii) do not provide any guaranty or other support by Company or any of its Subsidiaries, (iii) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision occurring before May 19, 2017 , (iv) do not contain any covenants other than any Permitted Covenant, (v) do not grant the holders thereof any voting rights except for (w) voting rights required to be granted to such holders under applicable law, (x) customary voting rights on fundamental matters such as mergers, consolidations, sales of substantial assets, or liquidations involving Holdings and matters that could adversely affect the rights, preferences, qualifications, limitations or restrictions of such Permitted Preferred Stock and any other voting rights that are customary in the market at the time of issuance of such Permitted Preferred Stock, as determined by the Administrative Agent in its reasonable judgment, (y) other voting rights to the extent not greater than or superior to those allocated to Holdings Common Stock on a per share basis, and (z) voting rights with respect to the election of directors arising from dividends in arrears, and (vi) are otherwise reasonably satisfactory to Administrative Agent.

44

“ Permitted Refinancing Indebtedness ” means a replacement, renewal, refinancing, extension, defeasance, restructuring, refunding, amendment, restatement, supplementation or other modification of any Indebtedness by the Person that originally incurred such Indebtedness, provided that

(i)         the principal amount of such Indebtedness does not exceed the principal amount of the Indebtedness refinanced thereby on such date plus all accrued interest and premiums and the amounts of all fees, expenses, penalties (including prepayment penalties) and premiums incurred in connection with such replacement, renewal, refinancing, extension, defeasance, restructuring, refunding, repayment, amendment, restatement, supplementation or modification;

(ii)          the final maturity date of such Indebtedness shall be no earlier than the final maturity date of the Indebtedness being renewed, replaced or refinanced;

(iii)         unless such Indebtedness is Indebtedness under this Agreement, the Weighted Average Life to Maturity of such Indebtedness is not less than the Weighted Average Life to Maturity of the Indebtedness being replaced, renewed, refinanced, extended, defeased, restructured, refunded, repaid, amended, restated, supplemented or modified;

(iv)         such Indebtedness is not guaranteed by any Loan Party or any Subsidiary of any Loan Party except to the extent such Person guaranteed such Indebtedness being replaced, renewed, refinanced, extended, defeased, restructured, refunded, repaid, amended, restated, supplemented or modified;

(v)          such Indebtedness is not secured by any assets other than those securing such originally incurred Indebtedness; and

(vi)          in the case of Permitted European Debt, Permitted Secured Debt and Permitted Unsecured Debt, in each case, the Dollar Equivalent amount which is in excess of $75,000,000, the covenants, defaults and similar non-economic provisions applicable to such Indebtedness, taken as a whole, are not materially less favorable to the obligor thereon or to the Lenders than the provisions contained in the original documentation for such Indebtedness or in this Agreement and do not contravene in any material respect the provisions of this Agreement and such Indebtedness is at then prevailing market rates.

“ Permitted Secured Debt ” means Indebtedness (including Permitted Refinancing Indebtedness) of the Company, Owens-Brockway or one or more of the Subsidiary Guarantors having the following characteristics:  (u) no collateral (other than all or any portion of the Collateral granted pursuant to the Domestic Collateral Documents) shall secure such Indebtedness and the Liens on the Collateral, if any, shall rank subordinate to or pari passu with the Liens securing the Obligations, (v) such Indebtedness shall not have any scheduled payment of principal, mandatory prepayment, mandatory redemption or sinking fund payment in excess of 1% of the outstanding principal amount per year prior to May 19, 2017 except for provisions requiring any permitted obligor referred to above to repurchase all or a portion of Permitted Secured Debt from the holders thereof upon the occurrence of a “change of control” or following an “asset sale” (such terms to be defined in documentation governing such Permitted Secured

45

Debt), (w) the Net Debt Proceeds of such Indebtedness shall be applied as required by subsection 2.4B(ii)(d), (x)  the governing documentation for such Indebtedness shall not contain any provision prohibiting the creation or assumption of any Lien on any of the properties or assets of Company or its Restricted Subsidiaries, whether then owned or thereafter acquired, to secure payment of the Obligations or any agreement renewing, refinancing or extending the Obligations or this Agreement ; and (y) (1) the covenants, default and other non-economic terms and conditions applicable to such Indebtedness are, taken as a whole, not materially less favorable to the obligor thereof or to the Lenders than the provisions contained in this Agreement and (2) such Indebtedness is at then-prevailing market conditions, in each case, determined by the Company in good faith.

“ Permitted Unsecured Debt ” means Indebtedness (including guarantees thereof and Permitted Refinancing Indebtedness) having the following characteristics:  (u) the obligors (whether borrowers, issuers, guarantors, pledgors or other support parties) shall include the Company, Owens-Brockway and one of more Subsidiary Guarantors (it being understood and agreed that the right of any such obligor to satisfy its obligations in respect of such Indebtedness with, or the rights of any holder thereof to convert or exchange such Indebtedness into, Holdings Common Stock, or any obligation of Holdings, as a party to the indenture governing such Indebtedness, to issue Holdings Common Stock in satisfaction of any such Indebtedness, shall not render Holdings an “obligor” in respect of such Indebtedness for purposes of this clause (u)), (v) such Indebtedness shall be unsecured or constitute Subordinated Indebtedness or both, (w) such Indebtedness shall not have any scheduled payment of principal, mandatory prepayment, mandatory redemption or sinking fund payment prior to May 19, 2017 , except for provisions requiring an obligor to repurchase all or a portion of Permitted Unsecured Debt from the holders thereof upon the occurrence of a “change of control” or following an “asset sale” or, in the case of any such Indebtedness that may, in whole or in part, be converted into, exchanged for, or which may, in whole or in part, be satisfied by delivery of Holdings Common Stock upon the occurrence of a conversion or exchange event relating to the price of Holdings Common Stock, the trading price of such Indebtedness, a “fundamental change” or other specified corporate transaction or corporate event (such terms to be defined in the documentation governing such Permitted Unsecured Debt), and (x) the governing documentation for such Indebtedness shall not contain any provision prohibiting the creation or assumption of any Lien on any of the properties or assets of Company or its Restricted Subsidiaries, whether then owned or thereafter acquired, to secure payment of the Obligations or any agreement renewing, refinancing or extending the Obligations or this Agreement, (y) (1) the covenants, default and other non-economic terms and conditions applicable to such Indebtedness are, taken as a whole, not materially less favorable to the obligor thereof or to the Lenders than the provisions contained in this Agreement and (2) such Indebtedness is at then-prevailing market conditions, in each case, determined by the Company in good faith.   Permitted Unsecured Debt shall also mean and include the Existing Owens-Brockway Senior Unsecured Notes and related guaranties.

“ Person ” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments and agencies and political subdivisions thereof.

46

“ Pledge Agreement ” means the Pledge Agreement dated as of May 19, 2011, by and between Company and Packaging, in the form attached hereto as Exhibit XV , as such Pledge Agreement may hereafter be amended, supplemented or otherwise modified from time to time.

“ Potential Event of Default ” means a condition or event which, after notice or lapse of time or both, would constitute an Event of Default if that condition or event were not cured or removed within any applicable grace or cure period.

“PPSA” means the Personal Property Securities Act 2009 (Cth) of Australia .

“ Prime Rate ” means the rate which Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.  Administrative Agent and its Affiliates may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“ Pro Forma Basis ” means, as of any date of determination, the calculation of the compliance of Borrowers with the financial covenant set forth in subsection 6.6, after giving effect on a pro forma basis to any Acquisition constituting a Pro Forma Event made during the four Fiscal Quarter period most recently ended on or prior to such date of determination (the “ Compliance Period” )(or made after the end of such Compliance Period but on or before the date of determination), and any disposition constituting a Pro Forma Event made during such Compliance Period (or made after the end of such Compliance Period but on or before the date of determination), on the following basis:

(i)            any Indebtedness incurred or assumed by Holdings or any of its Restricted Subsidiaries in connection with such Acquisitions and any Indebtedness repaid in connection with such Acquisitions or dispositions shall be deemed to have been incurred or repaid, respectively, as of the first day of the Compliance Period;

(ii)           if such Indebtedness incurred or assumed by Holdings or any of its Restricted Subsidiaries in connection with any such Acquisition has a floating or formula rate, then the rate of interest for such Indebtedness for the applicable period shall be computed as if the rate in effect for such Indebtedness on the relevant measurement date had been the applicable rate for the entire applicable period;

(iii)          income statement items (whether positive or negative) attributable to the property or business acquired or disposed of in such Acquisitions or dispositions shall be included as if such Acquisitions or dispositions took place on the first day of such Compliance Period on a pro forma basis ;

(iv)          for purposes of calculating Consolidated Tangible Net Assets in subsections 6.1(iii), 6.3(xi) and 6.7(iv), assets acquired in such Acquisitions or disposed of in such dispositions shall be included in Consolidated Tangible Net Assets as if such Acquisitions or dispositions took place on the first day of such Compliance Period on a pro forma basis ; and

47

(iv)          any historical extraordinary non-recurring costs or expenses or other verifiable costs or expenses that will not continue after the Acquisition or disposition date may be eliminated and other expenses, and cost reductions may be reflected, in each case (a) on a basis consistent with Regulation S-X promulgated by the Securities and Exchange Commission or (b) otherwise to the extent factually supportable and identifiable, pro forma cost savings directly attributable to operational efficiencies expected to be created with respect to such Acquisition, which can be reasonably computed (based on the four (4) fiscal quarters immediately preceeding the proposed acquisition) and are approved by Administrative Agent in its reasonable discretion.

With respect to any such Acquisitions, such pro forma calculations shall be based on the consolidated balance sheet of such acquired Person or business and its consolidated Restricted Subsidiaries as at the end of its most recent Fiscal Year or the most recent fiscal period preceding such Acquisition and the related consolidated statements of income and of cash flows for such period, which shall have been previously provided to Administrative Agent and shall either (1) have been reported on without a qualification arising out of the scope of the audit by independent certified public accountants of nationally recognized standing or (2) have been found reasonably acceptable by Administrative Agent.

“ Pro Forma Event ” means any disposition of assets to third parties by the Company and its Restricted Subsidiaries the fair market value of which equals or exceeds $100,000,000 and any Acquisition in which the aggregate consideration paid or given (including, without limitation, cash paid, Acquired Indebtedness or assumed Indebtedness and the value of any other consideration paid or given) to third parties equals or exceeds $100,000,000.

“ Pro Rata Share ” means, with respect to any Lender, (i) with respect to all payments, computations and other matters relating to the Tranche A Term Loans of any Lender, the percentage obtained by dividing (a) the Tranche A Term Loan Exposure of that Lender by (b) the aggregate Tranche A Term Loan Exposure of all Lenders, (ii) with respect to all payments, computations and other matters relating to the Tranche B Term Loans of any Lender, the percentage obtained by dividing (a) the Tranche B Term Loan Exposure of that Lender by (b) the aggregate Tranche B Term Loan Exposure of all Lenders, (iii) with respect to all payments, computations and other matters relating to the Tranche C Term Loans of any Lender, the percentage obtained by dividing (a) the Tranche C Term Loan Exposure of that Lender by (b) the aggregate Tranche C Term Loan Exposure of all Lenders, (iv) with respect to all payments, computations and other matters relating to the Tranche D Term Loans of any Lender, the percentage obtained by dividing (a) the Tranche D Term Loan Exposure of that Lender by (b) the aggregate Tranche D Term Loan Exposure of all Lenders, (v) with respect to all payments, computations and other matters relating to the Multicurrency Revolving Loan Commitment or the Multicurrency Revolving Loans of any Lender or any Letters of Credit issued under the Multicurrency Revolving Facility or participations therein purchased by any Lender or any participations in the Domestic Overdraft Amount or any Offshore Overdraft Amount or any Offshore Revolving Loans purchased by any Lender, the percentage obtained by dividing (a) the Multicurrency Revolving Loan Exposure of that Lender by (b) the aggregate Multicurrency Revolving Loan Exposure of all Lenders, (vi) with respect to all payments, computations and other matters relating to the Australian Revolving Loan Commitments or the Australian Revolving Loans of any Lender or any Letters of Credit issued for the account of ACI

48

or participations therein or any participations in the Australian Overdraft Amount purchased by any Lender, the percentage obtained by dividing (a) the Australian Revolving Loan Exposure of that Lender by (b) the aggregate Australian Revolving Loan Exposure of all Lenders, (vii) with respect to all payments, computations and other matters relating to the Canadian Revolving Loan Commitments or the Canadian Revolving Loans of any Lender or any participations in the Canadian Overdraft Amount purchased by any Lender, the percentage obtained by dividing (a) the Canadian Revolving Loan Exposure of that Lender by (b) the aggregate Canadian Revolving Loan Exposure of all Lenders, (viii) with respect to all payments, computations and other matters relating to the Dutch Revolving Loan Commitments or the Dutch Revolving Loans of any Lender or any Letters of Credit issued for the account of OIEG or participations therein or any participations in the Dutch Overdraft Amount purchased by any Lender, the percentage obtained by dividing (a) the Dutch Revolving Loan Exposure of that Lender by (b) the aggregate Dutch Revolving Loan Exposure of all Lenders, (ix) with respect to all payments, computations and other matters relating to the Swiss Revolving Loan Commitments or the Swiss Revolving Loans of any Lender or any Letters of Credit issued for the account of OI Europe or participations therein or any participations in the Swiss Overdraft Amount, the percentage obtained by dividing (a) the Swiss Revolving Loan Exposure of that Lender by (b) the aggregate Swiss Revolving Loan Exposure of all Lenders, (x) with respect to all payments, computations and other matters relating to the Additional Domestic Subsidiary Borrower Loan Commitments or the Additional Domestic Revolving Loans of any Lender or any Letters of Credit issued for the account of an Additional Domestic Subsidiary Borrower, the percentage obtained by dividing (a) the Additional Domestic Subsidiary Borrower Loan Exposure of that Lender by (b) the aggregate Additional Domestic Subsidiary Borrower Loan Exposure of all Lenders, (xi) with respect to all payments, computations and other matters relating to the US Revolving Loan Commitment or the US Revolving Loans of any Lender or any Letters of Credit issued under the US Revolving Facility or participations therein purchased by any Lender, the percentage obtained by dividing (a) the US Revolving Loan Exposure of that Lender by (b) the aggregate US Revolving Loan Exposure of all Lenders, (xii) with respect to all payments, computations and other matters relating to the Additional Foreign Subsidiary Borrower Loan Commitments or the Additional Foreign Revolving Loans of any Lender or any Letters of Credit issued for the account of an Additional Foreign Subsidiary Borrower, the percentage obtained by dividing (a) the Additional Foreign Subsidiary Borrower Loan Exposure of that Lender by (b) the aggregate Additional Foreign Subsidiary Borrower Loan Exposure of all Lenders, and (xiii) for all other purposes with respect to each Lender, the percentage obtained by dividing (a) the sum of the Tranche A Term Loan Exposure of that Lender plus the Tranche B Term Loan Exposure of that Lender plus the Tranche C Term Loan Exposure of that Lender plus the Tranche D Term Loan Exposure of that Lender plus the US Revolving Loan Exposure of that Lender plus the Multicurrency Revolving Loan Exposure of that Lender by (b) the sum of the aggregate Tranche A Term Loan Exposure of all Lenders plus the aggregate Tranche B Term Loan Exposure of all Lenders plus the aggregate Tranche C Term Loan Exposure of all Lenders plus the aggregate Tranche D Term Loan Exposure of all Lenders plus the aggregate US Revolving Loan Exposure of all Lenders plus the aggregate Multicurrency Revolving Loan Exposure of all Lenders, in any such case as the applicable percentage may be adjusted by assignments permitted pursuant to subsection 10.2.  The initial Pro Rata Share of each Lender for purposes of each of clauses (v), (vi), (vii), (viii), (ix) and (xi) of the preceding sentence is set forth opposite the name of that

49

Lender in Schedule A annexed hereto.  The initial Pro Rata Share of each Lender for purposes of clauses (i), (ii), (iii), (iv) and (xiii) are set forth in the Register as of the date hereof.

“ PTO ” means the United States Patent and Trademark Office or any successor or substitute office in which filings are necessary or, in the opinion of Collateral Agent, desirable in order to create or perfect Liens on any IP Collateral.

“ Purchase Money Indebtedness ” means Indebtedness incurred simultaneously with or within 180 days after the acquisition, construction, leasing or improvement of real property or tangible personal property to finance such acquisition, construction or improvement of such property (in each case, whether directly or through the purchase of equity interests of a Person owning such real property or tangible personal property that is or becomes a Restricted Subsidiary), and any Permitted Refinancing Indebtedness with respect thereto.

“ Qualifying Bank ” means a person or entity including any commercial bank or financial institution (irrespective of its jurisdiction of organization) which effectively conducts banking activities with its own infrastructure and staff as its principal business purpose and which has a banking license in full force and effect issued in accordance with the banking laws in force in its jurisdiction of incorporation, or if acting through a branch, issued in accordance with the banking laws in the jurisdiction of such branch, all in accordance with the Swiss Guidelines.

“ Qualifying Intragroup Creditors ” means creditors of receivables (Guthaben) owed by another member of the same group of companies, all in accordance with article 14a of the Withholding Tax Ordinance of 19 December 1966, SR 642.11, and article 16a of the Stamp Tax Ordinance of 3 December 1973, SR 641.101 as amended from time to time.

“ Real Property Asset ” means, at any time of determination, any fee interest then owned or Ground Leasehold Interest then held by any Loan Party in any real property.

“ Receivables Sale Indebtedness ” means Indebtedness incurred or deemed incurred or cash consideration received from the sale of accounts receivable by Company or any of its Restricted Subsidiaries or a special purpose vehicle established by any of them to purchase and sell such receivables.

“ Reference Lenders ” means Deutsche Bank AG, New York Branch and Bank of America, N.A.

“ Refinancing Term Loans ” has the meaning assigned to that term in subsection 2.1A(viii).

“ Register ” has the meaning assigned to that term in subsection 2.1G.

“ Regulation D ” means Regulation D of the Board of Governors of the Federal Reserve System as in effect from time to time.

“ Related Fund ” means any fund that invests in bank loans and is managed by the same investment advisor of a Lender or by an Affiliate of such investment advisor.

50

“ Release ” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Materials into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Materials), including the movement of any Hazardous Materials through the air, soil, surface, water or groundwater.

“ Requisite Class Lenders ” means, at any time of determination (i) for the Class of Multicurrency Revolving Lenders, non-Defaulting Lenders having or holding more than 50% of the aggregate Multicurrency Revolving Loan Exposure of all non-Defaulting Lenders, (ii) for the Class of US Revolving Lenders, non-Defaulting Lenders having or holding more than 50% of the aggregate US Revolving Loan Exposure of all non-Defaulting Lenders, (iii) for the Class of Lenders having Tranche A Term Loan Exposure, non-Defaulting Lenders having or holding more than 50% of the aggregate Tranche A Term Loan Exposure of all non-Defaulting Lenders, (iv) for the Class of Lenders having Tranche B Term Loan Exposure, non-Defaulting Lenders having or holding more than 50% of the aggregate Tranche B Term Loan Exposure of all non-Defaulting Lenders, (v) for the Class of Lenders having Tranche C Term Loan Exposure, non-Defaulting Lenders having or holding more than 50% of the aggregate Tranche C Term Loan Exposure of all non-Defaulting Lenders and (vi) for the Class of Lenders having Tranche D Term Loan Exposure, non-Defaulting Lenders having or holding more than 50% of the aggregate Tranche D Term Loan Exposure of all non-Defaulting Lenders.

“ Requisite Lenders ” means non-Defaulting Lenders having or holding more than 50% of the sum of (a) the aggregate Tranche A Term Loan Exposure of all non-Defaulting Lenders plus (b) the aggregate Tranche B Term Loan Exposure of all non-Defaulting Lenders plus (c) the aggregate Tranche C Term Loan Exposure of all non-Defaulting Lenders plus (d) the aggregate Tranche D Term Loan Exposure of all Lenders plus (e) the aggregate Multicurrency Revolving Loan Exposure of all non-Defaulting Lenders plus (f) the aggregate US Revolving Loan Exposure of all non-Defaulting Lenders.

“ Responsible Officer ” means any of the chief executive officer, the president, any vice president, the chief financial officer, the comptroller, the treasurer, any assistant treasurer, the controller or any assistant controller of a Loan Party.

“ Restricted Domestic Subsidiary ” means a Restricted Subsidiary which is a Domestic Subsidiary.

“ Restricted Foreign Subsidiary ” means a Restricted Subsidiary which is a Foreign Subsidiary.

“ Restricted Junior Payment ” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Company now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Company now or hereafter outstanding, (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Company

51

now or hereafter outstanding, and (iv) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness, including, without limitation, Company’s intercompany note to Holdings (other than Permitted Refinancing Indebtedness).

“ Restricted Subsidiary ” means any Subsidiary of Holdings other than any Unrestricted Subsidiary.

“ S&P ” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.

“ Same Day Funds ” means immediately available funds.

“ Schedule I Bank ” means a bank that is a Canadian chartered bank listed on Schedule I to the Bank Act (Canada).

“ Schedule II Bank ” means a bank that is a Canadian chartered bank listed on Schedule II to the Bank Act (Canada).

“ Schedule III Bank ” means an authorized foreign bank listed on Schedule III to the Bank Act (Canada).

“ Security Agreement ” means the Security Agreement dated as of May 19, 2011, by and among Company, Owens-Brockway and the Subsidiary Guarantors, in the form attached hereto as Exhibit XVI , as such Security Agreement may hereafter be amended, supplemented or otherwise modified from time to time (including any amendments effectuating the addition of an Additional Domestic Subsidiary Borrower appointed pursuant to subsection 10.7 hereof).

“ Securities ” means any stock, shares, voting trust certificates, bonds, debentures, options, warrants, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“ Solvent ”, (A) with respect to any Person organized under the laws of a state of the United States of America, means that as of the date of determination both (i)(a) the then fair saleable value of the property of such Person is (1) greater than the total amount of liabilities (including contingent liabilities) of such Person and (2) not less than the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become absolute and due considering all financing alternatives and potential asset sales reasonably available to such Person; (b) such Person’s capital is not unreasonably small in relation to its business or any contemplated or undertaken transaction; and (c) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due; and (ii) such Person is “solvent” within the meaning given

52

that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; (B) [RESERVED]; (C) with respect to any Person organized under the laws of Australia, the Netherlands or Canada means that such Person is able to pay its debts as such debts become due and payable; and (D) with respect to any Person organized under the laws of Switzerland means that as of the date of determination, (i) the value of the assets of such Person is higher than the sum of (a) the liabilities of such Person and (b) half of the share capital of such Person, and (ii) such Person disposes of cash or cash equivalents in an amount that is not less than the total of the short-term liabilities.  For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Specified Intercompany Debt ” means the obligations outstanding as of the Closing Date, and interest accrued or capitalized thereon, under and evidenced by (i) the  Inter-Company Revolving Advance Facility Agreement dated December 18, 2009 between Fabrica de Vidrio Los Andes, C.A., as lender, and O-I Manufacturing Netherlands B.V, as Borrower, and (ii) the  Inter-Company Revolving Advance Facility Agreement dated February 9, 2010 between Owens Illinois de Venezuela C.A., as lender, and O-I Manufacturing Netherlands B.V, as Borrower.

“ Specified Obligations ” means Obligations consisting of the principal of and interest on the Loans, the Domestic Overdraft Amount (and participations therein purchased by the Multicurrency Revolving Lenders pursuant to Section 2.1B), the Offshore Overdraft Amount (and participations therein purchased by the Multicurrency Revolving Lenders pursuant to Section 2.1D(ii)), reimbursement obligations in respect of LC Disbursements and accrued commitment fees payable hereunder to the US Revolving Lenders and the Multicurrency Revolving Lenders, as the case may be.

“ Spot Rate ” means, with respect to any foreign exchange computation in respect of any Offshore Currency or otherwise or, with respect to a Letter of Credit, other non-Dollar currency, the rate quoted by the Administrative Agent in accordance with its customary procedures as the spot rate for the purchase by Administrative Agent of Dollars with such currency or the purchase by Administrative Agent of such Offshore Currency with Dollars, as the case may be, through its FX Trading Office at 10:30 A.M. (New York time) on such date as of which the applicable foreign exchange computation is made for delivery two Business Days later.

“ Standby Letter of Credit ” means any standby letter of credit or similar instrument issued for the purpose of supporting (i) Indebtedness incurred by any Restricted Foreign Subsidiary or any Joint Venture to which Holdings or any of its Restricted Subsidiaries is a party for working capital and general business purposes, (ii) obligations of Holdings or any of its Restricted Subsidiaries with respect to capital calls or similar requirements in respect of Joint Ventures to which Holdings or such Restricted Subsidiary is a party, (iii) workers compensation liabilities of Holdings or any of its Restricted Subsidiaries, (iv) the obligations of third party insurers of Holdings or any of its Restricted Subsidiaries arising by virtue of the laws of any jurisdiction requiring third party insurers, (v) Indebtedness of Holdings or any of its Restricted Subsidiaries in respect of industrial revenue or development bonds or financings,

53

(vi) obligations with respect to leases of Holdings or any of its Restricted Subsidiaries, (vii) obligations of Holdings or any of its Restricted Subsidiaries imposed by statute or by a court of competent jurisdiction to post appeal bonds or other security in connection with litigation appeals, and other performance, payment, deposit or surety obligations of Holdings or any of its Restricted Subsidiaries, in any such other case if required by law or governmental rule or regulation or in accordance with custom and practice in the industry, (viii) obligations of Owens Insurance Limited with respect to certain self insurance and reinsurance programs, including obligations under insurance treaties, or (ix) other obligations of Holdings or any of its Restricted Subsidiaries for which letter of credit support would be used in the ordinary course of Holdings’ or such Restricted Subsidiary’s business or otherwise consistent with custom and practice in the industry.

“ Subject Lender” has the meaning assigned to that term in subsection 10.7B.

“ Subordinated Indebtedness ” means any Indebtedness of Holdings or its Restricted Subsidiaries incurred from time to time which is subordinated in right of payment to the Obligations.

“ Subsidiary ” means any corporation, association or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more of the other Subsidiaries of that Person or a combination thereof but (x) excluding Owens-Illinois de Venezuela C.A., Manufacturera de Vidrios Planos C.A. and Fabrica de Vidrio Los Andes C.A.) and (y) including Vetrerie Meridionali S.p.A.  As used herein, references to “Subsidiaries” of Company shall include the Borrowers, unless expressly specified otherwise.

“ Subsidiary Guarantor ” means any Restricted Domestic Subsidiary of Company that executes and delivers a counterpart of the Subsidiary Guaranty.  As of the Closing Date, the Subsidiary Guarantors are set forth on Schedule 1.1B .

“ Subsidiary Guaranty ” means the Subsidiary Guaranty dated as of May 19, 2011, by and among all wholly-owned Restricted Domestic Subsidiaries as at the Closing Date (excluding Owens-Brockway, the Harbor Capital Subsidiaries, Bolivian Investments, Inc., Sovereign Air, LLC, Maumee Air Associates Inc., ACI Ventures, Inc., OI Carribean Sales and Distributions Inc., O-I Holding LLC, OI International Holdings Inc. and O-I US Procurement Company, Inc.), in the form attached hereto as Exhibit XIII , and as supplemented hereafter under certain circumstances by certain Restricted Domestic Subsidiaries of Company in accordance with subsection 5.9, and as such Subsidiary Guaranty may hereafter be amended, supplemented or otherwise modified from time to time.

“ Swiss Guidelines ” means, collectively, the guidelines S-02.122.1 in relation to bonds of April 1999 as issued by the Swiss Federal Tax Administration (Merkblatt S-02.122.1 vom April 1999 betreffend “Obligationen”), S-02.122.2 in relation to customer credit balances of April 1999 as issued by the Swiss Federal Tax Administration (Merkblatt S-02.122.2 vom April 1999 betreffend “Kundenguthaben”) and S-02.123 in relation to inter bank transactions of 22

54

September 1986 as issued by the Swiss Federal Tax Administration (Merkblatt S-02.123 vom 22. September 1986 betreffend Zinsen von Bankguthaben, deren Gläubiger Banken sind (“Interbankguthaben”)), S-02.128 in relation to syndicated credit facilities of January 2000 (Merkblatt S-02.128 vom Januar 2000 “Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen”), and S-02.130.1 in relation to accounts receivable of Swiss debtors of April 1999 (Merkblatt S-02.130.1 vom April 1999 “Geldmarktpapiere und Buchforderungen inländischer Schuldner”) and the circular letter no. 15 (1-015-DVS-2007) of February 7, 2007 in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss federal income tax, Swiss federal withholding tax and Swiss federal stamp taxes (Kreisschreiben Nr. 15 “Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben” vom 7. February 2007) as issued, and as amended or replaced from time to time, by the Swiss Federal Tax Administration or as substituted or superseded and overruled by any law, statute, ordinance, regulation, court decision or the like as in force from time to time.

 “ Swiss Overdraft Account ” means an account established by OI Europe with Swiss Overdraft Provider and referenced in a Swiss Overdraft Agreement.

“ Swiss Overdraft Agreement ” means that certain agreement between OI Europe and Crédit Agricole Corporate and Investment Bank, dated on or about May 19, 2011, and any Offshore Overdraft Agreement between OI Europe, OIEG and any successor Swiss Overdraft Provider, in substantially the form of Exhibit VIII annexed hereto, with such modifications thereto as may be approved by Administrative Agent and any successor Offshore Overdraft Agreement executed and delivered by OI Europe and such successor Swiss Overdraft Provider pursuant to subsection 10.2E, as any such Offshore Overdraft Agreement may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof.

“ Swiss Overdraft Amount ” means, as at any date of determination, the aggregate principal amount of outstanding overdrafts charged to the Swiss Overdraft Account.

“ Swiss Overdraft Provider ” means Crédit Agricole Corporate and Investment Bank or any successor Swiss Overdraft Provider pursuant to subsection 10.2E; provided , however , that no such Lender shall be a successor Swiss Overdraft Provider until OI Europe and such Lender have executed and delivered a Swiss Overdraft Agreement to Administrative Agent.

“ Swiss Revolving Loan Commitment ” means the commitment of a Lender to make Swiss Revolving Loans to OI Europe pursuant to subsection 2.1C, and “ Swiss Revolving Loan Commitments ” means such commitments of all Lenders in the aggregate.

“ Swiss Revolving Loan Exposure ” means, with respect to any Lender as of any date of determination (i) prior to the termination of the Multicurrency Revolving Loan Commitments, that Lender’s Swiss Revolving Loan Commitment, and (ii) after the termination of the Multicurrency Revolving Loan Commitments, the sum of (a) the aggregate outstanding principal amount of the Swiss Revolving Loans of that Lender plus (b) in the event that Lender is an Issuing Lender in respect of a Letter of Credit issued for the account of OI Europe, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender for the

55

account of OI Europe (in each case net of any participation purchased by other Lenders in such Letters of Credit or any unreimbursed drawings thereunder) plus (c) the aggregate amount of all participations purchased by that Lender in any outstanding Letters of Credit issued for the account of OI Europe or any unreimbursed drawings under any Letters of Credit issued for the account of OI Europe plus (d) in the case of Swiss Overdraft Provider, the Dollar Equivalent of the Swiss Overdraft Amount (net of any participations therein purchased by other Lenders) plus (e) the aggregate amount of all participations purchased by that Lender in the Swiss Overdraft Amount.

“ Swiss Revolving Loan Note ” means any promissory note of OI Europe, substantially in the form of Exhibit VI annexed hereto, issued in favor of a Lender pursuant to subsection 2.1G(iv) to evidence the Swiss Revolving Loans of such Lender, as such promissory note may be amended, supplemented or otherwise modified from time to time.

“ Swiss Revolving Loans ” means any Loans made by Lenders to OI Europe pursuant to subsection 2.1C.

“ Swiss Withholding Tax Statut e” means the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die Verreehnungssteuer) together with the related regulations and guidelines, all as amended and applicable from time to time.

“ Swiss Withholding Tax ” means the tax levied pursuant to the Swiss Federal Act on Withholding Tax (Bundesgesetz über die Verrechnungssteuer von 13 Oktober 1965 / Loi fédérale du 13 octobre 1965 sur l’impôt anticipé, SR/RS 642.21), as amended from time to time.

“ Syndication Agent ” has the meaning assigned to that term in the introduction to this Agreement.

“ Synthetic Lease ” means any lease of goods or other property, whether real or personal, which is treated as an operating lease under generally accepted accounting principles and as a loan or financing for U.S. income tax purposes.

“ Tax ” or “ Taxes ” means any present or future tax, substitute tax, levy, impost, duty, charge, fee, deduction or withholding of any nature and whatever called, on whomsoever and wherever imposed, levied, collected, withheld or assessed by any foreign, federal, state or local authority.

“ Tax Transferee ” means any Person who acquires any interest in the Loans (whether or not by operation of law) or the office to which a Lender or Agent has transferred its Loans for purposes of determining where the Loans are made, accounted for or booked.

“ Ten Non-Qualifying Bank Creditor Rule ” means the rule that the aggregate number of creditors of a Swiss Borrower under any credit facility which are not Qualifying Banks must not exceed 10 (ten), all in accordance within the meaning of the Swiss Guidelines.

“ Term Loan ” means either a Tranche A Term Loan, a Tranche B Term Loan, a Tranche C Term Loan, a Tranche D Term Loan and, if made, an Additional Term Loan or a Refinancing Term Loan, and “ Term Loans ” means all such Loans collectively.

56

“ Term Loan Commitment ” means a Tranche A Term Loan Commitment, a Tranche B Term Loan Commitment, a Tranche C Term Loan Commitment, a Tranche D Term Loan Commitment, and “ Term Loan Commitments ” means all such commitments.

“ Threshold Debt Ratings ” means a corporate credit rating of Owens-Brockway’s of BBB- or higher by S&P and a corporate family rating of Baa3 or higher by Moody’s.

“ Total Utilization of Australian Revolving Loan Commitments ” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Australian Revolving Loans (other than Australian Revolving Loans made for the purpose of (a) reimbursing the applicable Issuing Lender for any drawing honored under any Letter of Credit issued for the account of ACI or (b) repaying the Australian Overdraft Amount, in each case to the extent not yet so applied) plus (ii) all Letter of Credit Usage by ACI, plus (iii) the Dollar Equivalent of the Australian Overdraft Amount.

“ Total Utilization of Canadian Revolving Loan Commitments ” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Canadian Revolving Loans (other than Canadian Revolving Loans made for the purpose of repaying the Canadian Overdraft Amount to the extent not yet so applied) plus (ii) the Dollar Equivalent of the Canadian Overdraft Amount.

“ Total Utilization of Dutch Revolving Loan Commitments ” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Dutch Revolving Loans (other than Dutch Revolving Loans made for the purpose of (a) reimbursing the applicable Issuing Lender for any drawing honored under any Letter of Credit issued for the account of OIEG or (b) repaying the Dutch Overdraft Amount, in each case to the extent not yet so applied) plus (ii) all Letter of Credit Usage by OIEG, plus (iii) the Dollar Equivalent of the Dutch Overdraft Amount.

“ Total Utilization of Multicurrency Revolving Loan Commitments ” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Multicurrency Revolving Loans (other than Multicurrency Revolving Loans made for the purpose of (a) reimbursing the applicable Issuing Lender for any drawing honored under any Letter of Credit issued for the account of Owens-Brockway or (b) repaying the Domestic Overdraft Amount, in each case to the extent not yet so applied), plus (ii) the Letter of Credit Usage by Owens-Brockway plus (iii) the Domestic Overdraft Amount plus (iv) the Dollar Equivalent of the aggregate principal amount of all outstanding Offshore Revolving Loans (other than Offshore Revolving Loans made for the purpose of (a) reimbursing the applicable Issuing Lender for any drawing honored under any Letter of Credit issued for the account of an Offshore Borrower or (b) repaying any Offshore Overdraft Amount in each case to the extent not yet so applied) plus (v) the Letter of Credit Usage by the Offshore Borrowers plus (vi) the Dollar Equivalent of the Offshore Overdraft Amounts.

“ Total Utilization of Swiss Revolving Loan Commitments ” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Swiss Revolving Loans (other than Swiss Revolving Loans made for the purpose of reimbursing (a) the

57

applicable Issuing Lender for any drawing honored under any Letter of Credit issued for the account of OI Europe or (b) repaying the Swiss Overdraft Amount, in each case to the extent not yet so applied) plus (ii) all Letter of Credit Usage by OI Europe, plus (iii) the Dollar Equivalent of the Swiss Overdraft Amount.

“ Total Utilization of US Revolving Loan Commitments ” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding US Revolving Loans (other than US Revolving Loans made for the purpose of reimbursing the applicable Issuing Lender for any drawing honored under any Letter of Credit issued under the US Revolving Facility, to the extent not yet so applied), plus (ii) the Letter of Credit Usage by Owens-Brockway and any Additional Domestic Subsidiary Borrower, as the case may be.

“ Tranche A Lender ” means a Lender that has Tranche A Term Loan Exposure.

“ Tranche A Term Loan Commitment ” means the commitment of a Lender to make a Tranche A Term Loan to ACI pursuant to subsection 2.1A(i), and “Tranche A Term Loan Commitments” means such commitments of all Lenders in the aggregate .

“ Tranche A Term Loan Exposure ” means, with respect to any Lender as of any date of determination, (i) prior to the funding of the Tranche A Term Loans, that Lender’s Tranche A Term Loan Commitment, and (ii) after the funding of the Tranche A Term Loans, the outstanding principal amount of the Tranche A Term Loan of that Lender.

“ Tranche A Term Loan Maturity Date ” means May 19, 2016.

“ Tranche A Term Loan Notes ” means the promissory notes of ACI issued pursuant to subsection 2.1G to evidence the Tranche A Term Loans of any Lenders, substantially in the form of Exhibit IV-A annexed hereto, as they may be amended, supplemented or otherwise modified from time to time.

“ Tranche A Term Loans ” means the Tranche A Term Loans made by Lenders to ACI pursuant to subsection 2.1A(i).

“ Tranche B Lender ” means a Lender that has Tranche B Term Loan Exposure.

“ Tranche B Term Loan Commitment ” means the commitment of a Lender to make a Tranche B Term Loan to Owens-Brockway pursuant to subsection 2.1A(ii), and “Tranche B Term Loan Commitments” means such commitments of all Lenders in the aggregate.

“ Tranche B Term Loan Exposure ” means, with respect to any Lender as of any date of determination, (i) prior to the funding of any Tranche B Term Loan, that Lender’s Tranche B Term Loan Commitment and (ii) after the funding of any Tranche B Term Loan, the sum of the outstanding principal amount of the Tranche B Term Loan of that Lender.

“ Tranche B Term Loan Maturity Date ” means May 19, 2016.

58

“ Tranche B Term Loan Notes ” means any promissory notes of Owens-Brockway issued pursuant to subsection 2.1G to evidence the Tranche B Term Loans of any Lenders, substantially in the form of Exhibit IV-B annexed hereto, as they may be amended, supplemented or otherwise modified from time to time.

“ Tranche B Term Loans ” means the Tranche B Term Loans made by Lenders to Owens-Brockway pursuant to subsection 2.1A(ii).

“ Tranche C Lender ” means a Lender that has Tranche C Term Loan Exposure.

“ Tranche C Term Loan Commitment ” means the commitment of a Lender to make a Tranche C Term Loan to O-I Canada pursuant to subsection 2.1A(iii), and “Tranche C Term Loan Commitments” means such commitments of all Lenders in the aggregate.

“ Tranche C Term Loan Exposure ” means, with respect to any Lender as of any date of determination, (i) prior to the funding of the Tranche C Term Loans, that Lender’s Tranche C Term Loan Commitment, and (ii) after the funding of the Tranche C Term Loans, the outstanding principal amount of the Tranche C Term Loan of that Lender.

“ Tranche C Term Loan Maturity Date ” means May 19, 2016.

“ Tranche C Term Loan Notes ” means any promissory notes of O-I Canada issued pursuant to subsection 2.1G to evidence the Tranche C Term Loans of any Lenders, substantially in the form of Exhibit IV-C annexed hereto, as they may be amended, supplemented or otherwise modified from time to time.

“ Tranche C Term Loans ” means the Tranche C Term Loans made by Lenders to O-I Canada pursuant to subsection 2.1A(iii).

“ Tranche D Lender ” means a Lender that has Tranche D Term Loan Exposure.

“ Tranche D Term Loan Commitment ” means the commitment of a Lender to make a Tranche D Term Loan to OIEG pursuant to subsection 2.1A(iv), and “Tranche D Term Loan Commitments” means such commitments of all Lenders in the aggregate.

“ Tranche D Term Loan Exposure ” means, with respect to any Lender as of any date of determination, (i) prior to the funding of the Tranche D Term Loans, that Lender’s Tranche D Term Loan Commitment, and (ii) after the funding of the Tranche D Term Loans, the outstanding principal amount of the Tranche D Term Loan of that Lender.

“ Tranche D Term Loan Maturity Date ” means May 19, 2016.

“ Tranche D Term Loan Notes ” means any promissory notes of OIEG issued pursuant to subsection 2.1G to evidence the Tranche D Term Loans of any Lenders, substantially in the form of Exhibit IV-D annexed hereto, as they may be amended, supplemented or otherwise modified from time to time.

59

“ Tranche D Term Loans ” means the Tranche D Term Loans made by Lenders to OIEG pursuant to subsection 2.1A(iv).

“ Triggering Asset Sale ” means an Asset Sale that generates Net Asset Sale Proceeds equal to or in excess of $100,000,000.

“ Twenty Non-Qualifying Bank Creditor Rule ” means the rule that the aggregate number of creditors of a Swiss Borrower, other than Qualifying Banks and Qualifying Intragroup Creditors, under all outstanding debts relevant for classification as debenture (Kassenobligation) (within the meaning of the Swiss Guidelines), such as loans, facilities and/or private placements (including this Agreement) must not any time exceed 20 (twenty), all in accordance with the meaning of the Swiss Guidelines.

“ Type ” means (i) with respect to a Commitment other than a Term Loan Commitment, (a) a US Revolving Loan Commitment, (b) an Offshore Revolving Loan Commitment or (c) a Multicurrency Revolving Loan Commitment, (ii) with respect to an Offshore Revolving Loan Commitment, (a) an Australian Revolving Loan Commitment, (b) a Canadian Revolving Loan Commitment, (c) a Dutch Revolving Loan Commitment, (d) a Swiss Revolving Loan Commitment, (e) as applicable, an Additional Foreign Subsidiary Borrower Loan Commitment, (iii) with respect to a Term Loan Commitment, (a) a Tranche A Term Loan Commitment, (b) a Tranche B Term Loan Commitment, (c) a Tranche C Term Loan Commitment or (d) a Tranche D Term Loan Commitment, (iv) with respect to a Loan other than an Offshore Revolving Loan, (a) a Tranche A Term Loan, (b) a Tranche B Term Loan, (c) a Tranche C Term Loan, (d) a Tranche D Term Loan, (e) a Multicurrency Revolving Loan or (f) a US Revolving Loan, (v) with respect to an Offshore Revolving Loan, (a) an Australian Revolving Loan, (b) a Canadian Revolving Loan, (c) a Dutch Revolving Loan, (d) a Swiss Revolving Loan, (e) as applicable, an Additional Domestic Subsidiary Borrower Loan, or (f) as applicable, an Additional Foreign Subsidiary Borrower Loan, and (vi) a US Revolving Loan Commitment.

“ Unfunded Pension Liability ” means, with respect to any Pension Plan, the “amount of unfunded benefit liabilities” (as defined in Section 4001(a)(18) of ERISA) of such Pension Plan, determined as of the then most recent actuarial valuation report for such Pension Plan based on the assumption relied on in such actuarial valuation for the applicable plan year.

“ Unrestricted Subsidiary ”:  (i) any Subsidiary of Company designated by the board of directors of Company as an Unrestricted Subsidiary pursuant to subsection 5.10 subsequent to the Closing Date and (ii) any Subsidiary of an Unrestricted Subsidiary.

“ US Revolving Facility ” means the credit facility under this Agreement providing for US Revolving Loans pursuant to subsection 2.1A(vi) and, subject to the provisions of subsection 2.8, the issuance of Letters of Credit.

“ US Revolving Lenders ” means the Lenders having US Revolving Loan Exposure.

“ US Revolving Loan Commitment ” means the commitment of a Lender to make US Revolving Loans from and after the Closing Date to Owens-Brockway or, if applicable, an

60

Additional Domestic Subsidiary Borrower, in each case pursuant to subsection 2.1A(vi), and “ US Revolving Loan Commitments ” means such commitments of all Lenders to Owens-Brockway and, if applicable, an Additional Domestic Subsidiary Borrower, in the aggregate.

“ US Revolving Loan Commitment Termination Date ” means May 19, 2016.

“ US Revolving Loan Exposure ” means, with respect to any Lender as of any date of determination (i) prior to the termination of the US Revolving Loan Commitments, that Lender’s US Revolving Loan Commitment and (ii) after the termination of the US Revolving Loan Commitments, the sum (without duplication) of (a) aggregate outstanding principal amount of the US Revolving Loans of that Lender plus (b) in the event that Lender is an Issuing Lender in respect of a Letter of Credit issued under the US Revolving Facility, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender under the US Revolving Facility (in each case net of any participation purchased by other Lenders in such Letters of Credit or any unreimbursed drawings thereunder) plus (c) the aggregate amount of all participations purchased by that Lender in any outstanding Letters of Credit issued under the US Revolving Facility.

“ US Revolving Loans ” means the Loans made by Lenders to Owens-Brockway or, if applicable, an Additional Domestic Subsidiary Borrower, in each case, pursuant to subsection 2.1A(vi).

“ US Revolving Note ” means a promissory note of Owens-Brockway or, if applicable, an Additional Domestic Subsidiary Borrower, as the case may be, substantially in the form of Exhibit V annexed hereto, issued in favor of Lenders pursuant to subsection 2.1G(iv) to evidence the US Revolving Loans made to Owens-Brockway or such Additional Domestic Subsidiary Borrower, as the case may be, in each case as they may be amended, supplemented or otherwise modified from time to time.

“ Voting Participant ” has the meaning assigned to that term in subsection 10.2C.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding principal amount of such indebtedness into (b) the total of the products obtained by multiplying (x) the number of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

“ Wholly-Owned Subsidiary ” with respect to any Person, means any corporation, partnership, trust, limited liability company, association or other business entity of which 100% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Governing Body is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Wholly-Owned Subsidiaries of that Person (other than any directors’ qualifying shares or nominee shares); provided that (i) OI Manufacturing Italy SpA shall be deemed a Wholly-Owned

61

Subsidiary of OI Italia S.R.L. and (ii) O-I Glasspack GmbH & Co. KG shall be deemed to be a Wholly-Owned Subsidiary of O-I Glasspack Beteiligungs Verwaltungs GmbH.

1.2                                Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement; Change in Accounting Principles.

Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP as in effect from time to time, and all calculations in connection with the financial covenant, standards or terms found in Section 1, Section 5 and Section 6 hereof (collectively, “ Calculations ”) shall utilize accounting principles and policies in conformity with GAAP as in effect from time to time; provided that, in the event there is a change in accounting principles and policies that would result in a change in the method of performing any Calculations as described in subsection 10.9, such change shall not be given effect for purposes of any Calculations until such time as Company and Lenders complete the negotiations provided for in subsection 10.9.  Financial statements and other information required to be delivered by any Loan Party to Lenders pursuant to clauses (i), (ii)(a) and (x) of subsection 5.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and, if necessary, delivered together with the written statements provided for in subsection 5.1(iv)).  For purposes of this Agreement, amounts of Indebtedness shall be determined according to the face or principal amount thereof, based on the amount owing under the applicable Obligation (without regard to any election by Holdings or any of its Restricted Subsidiaries to measure an item of indebtedness using fair value or any other discount that may be applicable under GAAP).

1.3                                Other Definitional Provisions; Anniversaries.

References to “Sections” and “subsections” shall be to Sections and subsections, respectively, of this Agreement unless otherwise specifically provided.  Any of the terms defined in subsection 1.1 may, unless the context otherwise requires, be used in the singular or the plural depending on the reference.  For purposes of this Agreement, a monthly anniversary of a specified date shall occur on the same day of the applicable month as the day of the month on which such date occurred; provided that if there is no numerically corresponding day in the applicable month to the day of the month on which such date occurred, the monthly anniversary of such date shall be the last day of the applicable month.

1.4                                Dollar Amounts.

For the purposes of the Loan Documents, if a Dollar Equivalent or an Offshore Currency Equivalent needs to be determined, any amount which is denominated in one currency will be converted into the other currency using the Spot Rate on that date.

62

SECTION 2

AMOUNT AND TERMS OF COMMITMENTS AND LOANS; NOTES

2.1                                Commitments; Making of Loans; Domestic Overdraft Account; Offshore Overdraft Accounts.

A.                                     Term Loan Commitments, US Revolving Loan Commitments and Multicurrency Revolving Loan Commitments .  Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company and Borrowers herein set forth, each Lender hereby severally agrees to make the Loans to which it has committed as described in subsections 2.1A(i), 2.1A(ii), 2.1A(iii), 2.1A(iv) and 2.1(A)(v).

(i)                                      Tranche A Term Loans .  Each Tranche A Lender severally agrees to lend to ACI on the Closing Date an amount in ADollars not exceeding its Pro Rata Share of the aggregate amount of the Tranche A Term Loan Commitments to be used for the purposes identified in subsection 2.5A.  The amount of each Tranche A Lender’s Tranche A Term Loan Commitment is set forth in the Register and the aggregate amount of the Tranche A Term Loan Commitments is A$170,051,960; provided that the Tranche A Term Loan Commitments of each Tranche A Lender shall be adjusted to give effect to any assignments of the Tranche A Term Loan Commitments pursuant to subsection 10.2 and may be increased from time to time by the amount of any increase thereto pursuant to subsection 2.1A(vii).  The Tranche A Term Loans mature on the Tranche A Term Loan Maturity Date, and all Tranche A Term Loans and all other amounts owed hereunder with respect to the Tranche A Term Loans shall be paid in full no later than that date.  Tranche A Term Loans repaid or prepaid may not be reborrowed.

(ii)                                   Tranche B Term Loans .  Each Tranche B Lender severally agrees to lend to Owens-Brockway on the Closing Date an amount in Dollars not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A.  The amount of each Tranche B Lender’s Tranche B Term Loan Commitment is set forth in the Register and the aggregate amount of the Tranche B Term Loan Commitments is $600,000,000; provided that the Tranche B Term Loan Commitments of each Tranche B Lender shall be adjusted to give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.2 and may be increased from time to time by the amount of any increase thereto pursuant to subsection 2.1A(vii).  The Tranche B Term Loans mature on the Tranche B Term Loan Maturity Date, and all Tranche B Term Loans and all other amounts owed hereunder with respect to the Tranche B Term Loans shall be paid in full no later than that date.  Tranche B Term Loans repaid or prepaid may not be reborrowed.

(iii)                                Tranche C Term Loans .  Each Tranche C Lender severally agrees to lend to O-I Canada on the Closing Date an amount in Canadian Dollars not exceeding its Pro Rata Share of the aggregate amount of the Tranche C Term Loan Commitments to be used for the purposes identified in subsection 2.5A.  The amount of each Tranche C Lender’s Tranche C Term Loan Commitment is set forth in the Register and the aggregate amount of the Tranche C Term Loan Commitments is C$116,280,000;

63

provided that the Tranche C Term Loan Commitments of each Tranche C Lender shall be adjusted to give effect to any assignments of the Tranche C Term Loan Commitments pursuant to subsection 10.2 and may be increased from time to time by the amount of any increase thereto pursuant to subsection 2.1A(vii).  The Tranche C Term Loans mature on the Tranche C Term Loan Maturity Date, and all Tranche C Term Loans and all other amounts owed hereunder with respect to the Tranche C Term Loans shall be paid in full no later than that date.  Tranche C Term Loans repaid or prepaid may not be reborrowed.

(iv)                               Tranche D Term Loans .  Each Tranche D Lender severally agrees to lend to OIEG on the Closing Date an amount in Euro not exceeding its Pro Rata Share of the aggregate amount of the Tranche D Term Loan Commitments to be used for the purposes identified in subsection 2.5A.  The amount of each Tranche D Lender’s Tranche D Term Loan Commitment is set forth in the Register and the aggregate amount of the Tranche D Term Loan Commitments is €141,093, 474; provided that the Tranche D Term Loan Commitments of each Tranche D Lender shall be adjusted to give effect to any assignments of the Tranche D Term Loan Commitments pursuant to subsection 10.2 and may be increased from time to time by the amount of any increase thereto pursuant to subsection 2.1A(vii).  The Tranche D Term Loans mature on the Tranche D Term Loan Maturity Date, and all Tranche D Term Loans and all other amounts owed hereunder with respect to the Tranche D Term Loans shall be paid in full no later than that date.  Tranche D Term Loans repaid or prepaid may not be reborrowed.

(v)                                  Multicurrency Revolving Loans .  From and after the Closing Date, each Lender with a Multicurrency Revolving Loan Commitment hereby severally agrees, subject to the limitations set forth below with respect to the maximum amount of Multicurrency Revolving Loans permitted to be outstanding from time to time, to make Multicurrency Revolving Loans in Dollars, ADollars and Euro, to Owens-Brockway or an Additional Domestic Subsidiary Borrower, as the case may be, from time to time during the period from and including the Closing Date to but excluding the Multicurrency Revolving Loan Commitment Termination Date in an aggregate amount at any one time outstanding not exceeding its Pro Rata Share of the aggregate amount of the Multicurrency Revolving Loan Commitments to be used for the purposes and subject to the limitations identified in subsection 2.5A.  The amount of each Multicurrency Revolving Lender’s Multicurrency Revolving Loan Commitment is set forth opposite its name on Schedule A annexed hereto and the aggregate amount of the Multicurrency Revolving Loan Commitments as of the Closing Date is $600,000,000 (or the Offshore Currency Equivalent thereof);  provided , that the Multicurrency Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Multicurrency Revolving Loan Commitments pursuant to subsection 10.2, shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4 and shall be increased from time to time by the amount of any increase thereto pursuant to subsection 2.1A(vii).  In no event shall the aggregate principal amount of the Multicurrency Revolving Loans to Owens-Brockway and, if applicable, an Additional Domestic Subsidiary Borrower, as the case may be, from any Lender outstanding at any time exceed its Multicurrency Revolving Loan Commitment then in effect.  Each Lender’s Multicurrency Revolving Loan Commitment shall expire on the Multicurrency Revolving Loan Commitment Termination Date and all Multicurrency

64

Revolving Loans and all other amounts owed hereunder with respect to the Multicurrency Revolving Loans and the Multicurrency Revolving Loan Commitments shall be paid in full no later than that date.  Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed to but excluding the Multicurrency Revolving Loan Commitment Termination Date.

Anything contained in this Agreement to the contrary notwithstanding, the Multicurrency Revolving Loans and the Multicurrency Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Multicurrency Revolving Loan Commitments at any time exceed the Multicurrency Revolving Loan Commitments then in effect.

Multicurrency Revolving Loans (other than (y) Multicurrency Revolving Loans made for the purpose of reimbursing any Issuing Lender for the amount of a drawing honored under a Letter of Credit issued by it, which shall be in the amount of such drawing so honored, or (z) Multicurrency Revolving Loans made for the purpose of repaying the Domestic Overdraft Amount, which shall be in an amount equal to the Domestic Overdraft Amount) made on any Funding Date shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000, in excess of that amount.

(vi)                               US Revolving Loans .  From and after the Closing Date, each Lender with a US Revolving Loan Commitment hereby severally agrees, subject to the limitations set forth below with respect to the maximum amount of US Revolving Loans permitted to be outstanding from time to time, to make US Revolving Loans in Dollars to Owens-Brockway or, if applicable, an Additional Domestic Subsidiary Borrower, as the case may be, from time to time during the period from and including the Closing Date to but excluding the US Revolving Loan Commitment Termination Date in an aggregate amount at any one time outstanding not exceeding its Pro Rata Share of the aggregate amount of the US Revolving Loan Commitments to be used for the purposes and subject to the limitations identified in subsection 2.5A.  The amount of each US Revolving Lender’s US Revolving Loan Commitment is set forth opposite its name on Schedule A annexed hereto and the aggregate amount of the US Revolving Loan Commitments as of the Closing Date is $300,000,000;  provided , that the US Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the US Revolving Loan Commitments pursuant to subsection 10.2, shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4.  In no event shall the aggregate principal amount of the US Revolving Loans to Owens-Brockway and, if applicable, an Additional Domestic Subsidiary Borrower, as the case may be, from any Lender outstanding at any time exceed its US Revolving Loan Commitment then in effect.  Each Lender’s US Revolving Loan Commitment shall expire on the US Revolving Loan Commitment Termination Date and all US Revolving Loans and all other amounts owed hereunder with respect to the US Revolving Loans and the US Revolving Loan Commitments shall be paid in full no later than that date.  Amounts borrowed under this subsection 2.1A(vii) may be repaid and reborrowed to but excluding the US Revolving Loan Commitment Termination Date.

65

Anything contained in this Agreement to the contrary notwithstanding, the US Revolving Loans and the US Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of US Revolving Loan Commitments at any time exceed the US Revolving Loan Commitments then in effect.

US Revolving Loans made on any Funding Date shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000, in excess of that amount.

(vii)                            Additional Loans .  (a) Owens-Brockway, ACI, OIEG, O-I Canada, an Additional Domestic Subsidiary Borrower and an Additional Foreign Subsidiary Borrower shall have the right at any time (so long as (x) no Potential Event of Default or Event of Default then exists, and (y) Borrowers’ Agent shall have delivered to Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner consistent with the requirements of clause (b) of subsection 5.1(iii) giving pro forma effect to such incurrence (including an assumption that any increase in the US Revolving Loan Commitments or the Multicurrency Revolving Loan Commitments, as the case may be, made pursuant to this subsection is fully drawn on the date of such increase) and evidencing compliance with the covenants referred to in such Compliance Certificate, and from time to time after the Closing Date to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such loans and commitments to make loans denominated in Dollars, ADollars and/or Euro, in an aggregate principal amount not to exceed $1,000,000,000 (or, as applicable, the Offshore Currency Equivalent thereof), minus the aggregate amount of, if any, Accordion-Reducing Permitted Secured Debt issued following the Closing Date, which loans may be incurred as one or more tranches of additional term loans or an increase to any tranche of Term Loans (the “ Additional Term Loans ”) or as an increase to the US Revolving Loan Commitments or the Multicurrency Revolving Loan Commitments, as the case may be, (any such increase to the Multicurrency Revolving Loan Commitments shall automatically result in a pro rata increase in the aggregate principal amount of each of the Offshore Revolving Loan Commitments (except the Canadian Revolving Loan Commitment) and each of the Offshore Sublimits (except the Offshore Sublimit applicable to O-I Canada)), provided , that , (i) each such additional tranche of term loans, increase to a tranche of term loans, or increase in the US Revolving Loan Commitments or the Multicurrency Revolving Loan Commitments, as the case may be, shall be no less than $150,000,000 (or, as applicable, the Offshore Currency Equivalent thereof), (ii) Loans made by way of increase to an existing tranche of Term Loans shall be on terms and conditions identical to those of the other Loans in the tranche so increased, (iii) Loans and Commitments made by way of an increase to the US Revolving Loan Commitments or the Multicurrency Revolving Loan Commitments, as the case may be, shall be on terms (including, without limitation, currency) and conditions identical to those applicable to the then-existing US Revolving Loan Commitments or the Multicurrency Revolving Loan Commitments, as applicable, and (iv) term loans made by way of a new tranche of Term Loans shall be pari passu in all respects with, shall have a Weighted Average Life to Maturity no greater than, and shall

66

have a final maturity no earlier than, the Term Loans outstanding to the incurring Borrower.

(b)                                  If Owens-Brockway, ACI, OIEG, O-I Canada, an Additional Domestic  Subsidiary Borrower or an Additional Foreign Subsidiary Borrower desire to incur Additional Term Loans in accordance with subsection 2.1A(vii)(a), the Borrowers will enter into an amendment with the lenders (which shall upon execution thereof become Lenders hereunder if not theretofore Lenders) to provide for such Additional Term Loans, which amendment shall set forth any terms and conditions of the Additional Term Loans not covered by this Agreement as agreed by the applicable Borrowers and such Lenders, and shall provide for the issuance of promissory notes to evidence the Additional Term Loans if requested by the lenders advancing Additional Term Loans (which notes shall constitute Notes for purposes of this Agreement), with such amendment to be in form and substance reasonably acceptable to Administrative Agent and consistent with the terms of this subsection 2.1A(vii) and of the other provisions of this Agreement.  Borrowers shall, and shall cause the other Loan Parties to, execute and deliver such documents and instruments and take such other actions as may be reasonably requested by the Administrative Agent in connection with the Additional Term Loans.  No consent of any Lender (other than any Lender making Additional Term Loans) is required to permit the Loans contemplated by this subsection 2.1A(vii) or the aforesaid amendment to effectuate the Additional Term Loans.  No Lender shall have any obligation, whether express or implied, to commit to provide any Additional Term Loans.  This section shall supersede any provisions contained in this Agreement, including, without limitation, subsection 10.7.

(c)                                   If Owens-Brockway desires to increase the US Revolving Loan Commitments or the Multicurrency Revolving Loan Commitments, as the case may be,  in accordance with subsection 2.1A(vii)(a), the Borrowers will enter into an amendment with the existing US Revolving Lenders or Multicurrency Revolving Lenders, as the case may be, and/or new lenders willing to provide the increase to the US Revolving Loan Commitments or Multicurrency Revolving Loan Commitments, as the case may be, (which, in the case of new lenders, shall upon execution thereof become US Revolving Lenders or Multicurrency Revolving Lenders, as the case may be, hereunder), which amendment shall provide for such increase to the US Revolving Loan Commitments or Multicurrency Revolving Loan Commitments, as the case may be, and shall provide for the issuance of US Revolving Notes or Multicurrency Revolving Notes, as the case may be, to evidence such US Revolving Loans or Multicurrency Revolving Loans, as the case may be, if requested by the US Revolving Lenders or Multicurrency Revolving Lenders, as the case may be, with such amendment to be in form and substance reasonably acceptable to Administrative Agent and consistent with the terms of this subsection 2.1A(vii) and of the other provisions of this Agreement.  Borrowers shall, and shall cause the Loan Parties to, execute and deliver such documents and instruments and take such other actions as may be reasonably requested by Administrative Agent in connection with such increase.  No consent of any Lender (other than any US Revolving Lender or Multicurrency Revolving Lender, as the case may be, providing the increase to the US Revolving Loan Commitments or Multicurrency Revolving Loan Commitments, as the case may be) is required to

67

effectuate an increase in the aggregate principal amount of US Revolving Loan Commitments or Multicurrency Revolving Loan Commitments, as the case may be, (and, with respect to any such increase in the Multicurrency Revolving Loan Commitments, the ratable increase in the aggregate principal amount of the Offshore Revolving Loan Commitments and the Offshore Sublimits) pursuant to this subsection 2.1A(vii) or the aforesaid amendment.  No US Revolving Lender or Multicurrency Revolving Lender, as the case may be, shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its US Revolving Loan Commitment or Multicurrency Revolving Loan Commitment, as the case may be.

Upon effectiveness of any such increase to the US Revolving Loan Commitment or Multicurrency Revolving Loan Commitment, as the case may be, the applicable Pro Rata Share of each US Revolving Lender or Multicurrency Revolving Lender, as the case may be, will be adjusted to give effect to the increase in US Revolving Loan Commitments or Multicurrency Revolving Loan Commitments, as the case may be (and, with respect to any such increase in the Multicurrency Revovling Loan Commitments, the Offshore Revolving Loan Commitments) and the Administrative Agent shall provide notice to each US Revolving Lender or Multicurrency Revolving Lender, as the case may be, of its adjusted Pro Rata Share after giving effect to such increase.  Each new US Revolving Lender or Multicurrency Revolving Lender, as the case may be, shall assume from the existing US Revolving Lenders or Multicurrency Revolving Lenders, as the case may be, a portion of the outstanding US Revolving Loans or Multicurrency Revolving Loans, as the case may be (and, with respect to any such increase in the Multicurrency Revolving Loan Commitments, the Offshore Revolving Loans) equal to its Pro Rata Share.  To the extent that the adjustment of Pro Rata Shares results in (x) loss or expenses to any Lender as a result of the prepayment of any Eurocurrency Rate Loan on a date other than the scheduled last day of the applicable Interest Period, Borrowers shall be responsible for such loss or expense pursuant to subsection 2.6E.

(viii)                         Refinancing Term Loans . (a) Owens-Brockway, ACI, OIEG and O-I Canada shall have the right at any time (so long as (x) no Potential Event of Default or Event of Default then exists and (y) Borrowers’ Agent shall have delivered to Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner consistent with the requirements of clause (b) of subsection 5.1(iii) giving pro forma effect to such incurrence and evidencing compliance with the covenants referred to in such Compliance Certificate), to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such loans and commitments to make loans to Owens-Brockway, ACI, OIEG and/or O-I Canada, as applicable (the “ Refinancing Term Loans ”) in an aggregate principal amount not to exceed the aggregate amount of Tranche A Term Loans (in the case of ACI), Tranche B Term Loans (in the case of Owens-Brockway), Tranche C Term Loans (in the case of O-I Canada) and Tranche D Term Loans (in the case of OIEG) and theretofore made to such Borrower and thereafter repaid (or to be repaid with the proceeds of such Refinancing Term Loans). Refinancing Term Loans may be incurred as one or more tranches (of at least $150,000,000 each) of Refinancing Term Loans as determined by the

68

Administrative Agent that are pari passu in all respects with, have a Weighted Average Life to Maturity of not less than, have a final maturity no earlier than and shall otherwise be (except as to pricing) on terms and conditions substantially similar to, the Type of Term Loan such tranche of Refinancing Term Loans is to replace or refinance.

(b)                                  If Owens-Brockway, ACI, OIEG and/or O-I Canada desires to incur Refinancing Term Loans, Owens-Brockway, ACI, OIEG and/or O-I Canada, as applicable, will enter into an amendment with the lenders (which shall upon execution thereof become Lenders hereunder if not theretofore Lenders) to provide for such Refinancing Term Loans, which amendment shall set forth any terms and conditions of the Refinancing Term Loans not covered by this Agreement as agreed by Owens-Brockway, ACI, OIEG and/or O-I Canada, as applicable, and such Lenders, and shall provide for the issuance of promissory notes to evidence the Refinancing Term Loans if requested by the lenders advancing Refinancing Term Loans (which notes shall constitute Notes for purposes of this Agreement), with such amendment to be in form and substance reasonably acceptable to Agents and consistent with the terms of this subsection 2.1A(vii) and of the other provisions of this Agreement.  Borrowers shall, and shall cause the other Loan Parties to, execute and deliver such documents and instruments and take such other actions as may be reasonably requested by the Administrative Agent in connection with the Refinancing Term Loans.  No consent of any Lender (other than any Lender making Refinancing Term Loans) is required to permit the Loans contemplated by this subsection 2.1A(vii) or the aforesaid amendment to effectuate the Refinancing Term Loans.  No Lender shall have any obligation, whether express or implied, to commit to provide any Refinancing Term Loans.  This section shall supersede any provisions contained in this Agreement, including, without limitation, subsection 10.7.

B.                                     Domestic Overdraft Account .  Lenders agree that Owens-Brockway and Administrative Agent may establish and maintain the Domestic Overdraft Account to be established pursuant to the Domestic Overdraft Agreement; provided that (i) the Domestic Overdraft Amount shall not exceed at any time $100,000,000, and (ii) in no event shall the Total Utilization of Multicurrency Revolving Loan Commitments at any time exceed the Multicurrency Revolving Loan Commitments then in effect.  Notwithstanding anything contained in this Agreement to the contrary (but subject, however, to the limitations set forth in subsection 2.1A(v) with respect to the making of Multicurrency Revolving Loans), Lenders and Owens-Brockway further agree that Administrative Agent at any time in its sole and absolute discretion may, upon notice to Owens-Brockway and Multicurrency Revolving Lenders, require each Multicurrency Revolving Lender (including Administrative Agent) on one Business Day’s notice to make a Multicurrency Revolving Loan on behalf of Owens-Brockway in an amount equal to that Lender’s Pro Rata Share, or, in the sole and absolute discretion of Administrative Agent, require each other Multicurrency Revolving Lender to purchase a participation in amounts due with respect to the Domestic Overdraft Amount in an amount equal to that Lender’s Pro Rata Share of the Domestic Overdraft Amount; provided , however , that the obligation of each such Lender to make each such Multicurrency Revolving Loan on behalf of Owens-Brockway or to purchase each such participation in the Domestic Overdraft Amount is subject to the condition that at the time such extension of credit under the Domestic Overdraft Agreement was made the duly authorized officer of Administrative Agent responsible for the administration

69

of Administrative Agent’s credit relationship with Owens-Brockway believed in good faith that (x) no Event of Default had occurred and was continuing or (y) any Event of Default that had occurred and was continuing had been waived by Requisite Lenders (or, if applicable under subsection 10.7, all Lenders or all Lenders directly affected, as applicable) at the time such extension of credit under the Domestic Overdraft Agreement was made.  In the case of Multicurrency Revolving Loans made by Lenders other than Administrative Agent under the immediately preceding sentence, each such Lender shall make the amount of its Multicurrency Revolving Loan available to Administrative Agent, in Same Day Funds, at the Funding and Payment Office not later than 1:00 P.M. (New York time) on the Business Day next succeeding the date such notice is given.  The proceeds of such Multicurrency Revolving Loans shall be immediately delivered to Administrative Agent (and not to Owens-Brockway or any other Loan Party) and applied to repay the Domestic Overdraft Amount.  On the day such Multicurrency Revolving Loans are made, Administrative Agent’s Pro Rata Share of the Domestic Overdraft Amount being refunded shall be deemed to be paid with the proceeds of a Multicurrency Revolving Loan made by Administrative Agent and such portion of the Domestic Overdraft Amount deemed to be so paid shall no longer be outstanding.  Owens-Brockway authorizes Administrative Agent to charge its account with Administrative Agent (up to the amount available in such account) in order to immediately pay Administrative Agent the amount of the Domestic Overdraft Amount to be refunded to the extent amounts received from Lenders, including amounts deemed to be received from Administrative Agent, are not sufficient to repay in full the Domestic Overdraft Amount to be refunded and provided further that Administrative Agent shall give Owens-Brockway notice of such charges prior thereto or as soon as reasonably practicable thereafter.  Each Multicurrency Revolving Loan made in accordance with the foregoing shall be made as a Base Rate Loan.  If any portion of any such amount paid to Administrative Agent should be recovered by or on behalf of Owens-Brockway from Administrative Agent in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Multicurrency Revolving Lenders in the manner contemplated by subsection 10.6.  In the event that Administrative Agent requires the other Multicurrency Revolving Lenders to purchase participations in the Domestic Overdraft Amount, payment for such participations shall be made directly to Administrative Agent at the Funding and Payment Office not later than 1:00 P.M. (New York time) on the Business Day next succeeding the date notice to purchase such participations is given.  Except as provided above in this subsection 2.1B (and, in the case of the obligation to make Multicurrency Revolving Loans, except for the satisfaction of the conditions specified in subsection 3.1 and 3.2) each Lender’s obligation to make Multicurrency Revolving Loans pursuant to this subsection 2.1B and to purchase participations in the Domestic Overdraft Amount pursuant to this subsection 2.1B shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Administrative Agent, any Loan Party or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default or a Potential Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any Loan Party; (iv) any breach of this Agreement by any Loan Party or any other Multicurrency Revolving Lender; or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing; provided that in the event that the obligations of Lenders to make Multicurrency Revolving Loans are terminated in accordance with Section 7, Lenders having a Multicurrency Revolving Loan Commitment shall thereafter only be obligated

70

to purchase participations in the Domestic Overdraft Amount as provided in this subsection 2.1B.  In the event that any Lender fails to make available to Administrative Agent the amount of any of such Lender’s Multicurrency Revolving Loans required to be made pursuant to this subsection 2.1B or the amount of any participations in the Domestic Overdraft Amount which are required to be purchased from Administrative Agent by such Lender pursuant to this subsection 2.1B, Administrative Agent shall be entitled to recover such amount on demand from such Lender together with interest at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate.  Nothing in this subsection 2.1B shall be deemed to prejudice the right of any Lender to recover from Administrative Agent any amounts made available by such Lender to Administrative Agent pursuant to this subsection 2.1B in respect of any extension of credit by Administrative Agent under the Domestic Overdraft Agreement in the event that it is determined by a court of competent jurisdiction that such extension of credit by Administrative Agent constituted gross negligence or willful misconduct on the part of Administrative Agent.

Any notice given by Administrative Agent to Lenders pursuant to the immediately preceding paragraph shall be concurrently given by Administrative Agent to Owens-Brockway or Borrowers’ Agent.

C.                                     Offshore Revolving Loan Commitments .  Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrowers herein set forth, each Offshore Borrower may request, in accordance with the provisions of this subsection 2.1C, that Lenders with a Multicurrency Revolving Loan Commitment make Offshore Revolving Loans.  The making of Offshore Revolving Loans shall reduce the availability of Multicurrency Revolving Loans to Owens-Brockway on a dollar-for-dollar basis to the extent of the Dollar Equivalent of the Offshore Revolving Loans outstanding.  Subject to the limitations set forth below, (a) each Multicurrency Revolving Lender hereby severally agrees to make Australian Revolving Loans to ACI in Dollars, ADollars and Euro from time to time during the period from and including the Closing Date to but excluding the Multicurrency Revolving Loan Commitment Termination Date, in an aggregate amount at any time outstanding not exceeding its Pro Rata Share of the aggregate amount of the Australian Revolving Loan Commitments; (b) each Multicurrency Revolving Lender hereby severally agrees to make Dutch Revolving Loans to OIEG in Dollars, ADollars and Euro from time to time during the period from and including the Closing Date to but excluding the Multicurrency Revolving Loan Commitment Termination Date in an aggregate amount at any time outstanding not exceeding its Pro Rata Share of the aggregate amount of the Dutch Revolving Loan Commitments; (c) each Multicurrency Revolving Lender hereby severally agrees to make Swiss Revolving Loans to OI Europe in Euro from time to time during the period from and including the Closing Date to but excluding the Multicurrency Revolving Loan Commitment Termination Date in an aggregate amount at any time outstanding not exceeding its Pro Rata Share of the aggregate amount of the Swiss Revolving Loan Commitments; and (d) each Multicurrency Revolving Lender hereby severally agrees to make Canadian Revolving Loans to O-I Canada in Dollars from time to time during the period from and including the Closing Date to but excluding the Multicurrency Revolving Loan Commitment Termination Date in an aggregate amount at any time outstanding not exceeding its Pro Rata Share of the aggregate amount of the Canadian Revolving Loan Commitments; provided , however , Lenders shall not be obligated to make Canadian Revolving Loans (and O-I Canada may not request any such Loans) at any time a

71

Canadian Overdraft Agreement is in effect, except to repay the Canadian Overdraft Amount upon notice from the Canadian Overdraft Provider pursuant to subsection 2.1D(ii).  The proceeds of all such Offshore Revolving Loans shall be used for the purposes identified in subsection 2.5A.  The amount of each Lender’s Australian Revolving Loan Commitment, each Lender’s Canadian Revolving Loan Commitment, each Lender’s Dutch Revolving Loan Commitment and each Lender’s Swiss Revolving Loan Commitment in each case as of the Closing Date is set forth opposite its name in Schedule A annexed hereto and the aggregate amounts of the (i) the Australian Revolving Loan Commitments, (ii) the Canadian Revolving Loan Commitments; (iii) the Dutch Revolving Loan Commitments and (iv) the Swiss Revolving Loan Commitments (in each case set forth in Schedule A ) are, as of the Closing Date, (i) $300,000,000, (ii) $20,000,000, (iii) $425,000,000 and (iv) $425,000,000, respectively; provided that the Offshore Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments thereof pursuant to subsection 10.2, shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4G and shall be increased from time to time by the amount of any increase thereto made pursuant to subsection 2.1A(vii)(c).  In no event shall (i) the aggregate principal amount of the Australian Revolving Loans of any Lender outstanding at any time exceed its Australian Revolving Loan Commitment then in effect, (ii) the aggregate principal amount of the Canadian Revolving Loans of any Lender outstanding at any time exceed its Canadian Revolving Loan Commitment then in effect, (iii) the aggregate principal amount of the Dutch Revolving Loans of any Lender outstanding at any time exceed its Dutch Revolving Loan Commitment then in effect or (iv) the aggregate principal amount of the Swiss Revolving Loans of any Lender outstanding at any time exceed its Swiss Revolving Loan Commitment then in effect.  Each Lender’s Offshore Revolving Loan Commitment shall expire on the Multicurrency Revolving Loan Commitment Termination Date and all Offshore Revolving Loans and all other amounts owed hereunder with respect to the Offshore Revolving Loans and the Offshore Revolving Loan Commitments shall be paid in full no later than that date.  Amounts borrowed under this subsection 2.1C may be repaid and reborrowed to but excluding the Multicurrency Revolving Loan Commitment Termination Date.

Anything contained in this Agreement to the contrary notwithstanding, no Offshore Borrower shall request Lenders to make any Offshore Revolving Loans (and no Lender shall be obligated to make Offshore Revolving Loans) if, immediately after giving effect to the making of such Offshore Revolving Loans:

the Total Utilization of Multicurrency Revolving Loan Commitments would exceed the Multicurrency Revolving Loan Commitments then in effect;

the Total Utilization of Australian Revolving Loan Commitments would exceed the Australian Revolving Loan Commitments then in effect;

the Total Utilization of Dutch Revolving Loan Commitments would exceed the Dutch Revolving Loan Commitments then in effect; or

the Total Utilization of Swiss Revolving Loan Commitments would exceed the Swiss Revolving Loan Commitments then in effect;

72

the Total Utilization of Canadian Revolving Loan Commitments would exceed the Canadian Revolving Loan Commitments then in effect;

(6)                                   the Total Utilization of an Additional Foreign Subsidiary Borrower Loan Commitments would exceed the Additional Foreign Subsidiary Borrower Loan Commitments.

Offshore Revolving Loans made on any Funding Date (other than (y) Offshore Revolving Loans made for the purpose of reimbursing any Issuing Lender for the amount of a drawing honored under a Letter of Credit issued by it for the account of any Offshore Borrower, which shall be in the amount of such drawing so honored, or (z) Offshore Revolving Loans made for the purpose of repaying any Offshore Overdraft Amount, which shall be in an amount equal to the Offshore Overdraft Amount) shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.

Each Offshore Borrower hereby unconditionally promises to pay to the Lenders the then unpaid principal amount of each Offshore Revolving Loan of such Lender made to such Offshore Borrower on or before the Multicurrency Revolving Loan Commitment Termination Date or such earlier date on which such Offshore Revolving Loans become due and payable pursuant to Section 7.  Each Offshore Borrower hereby further agrees and promises to pay to the Lenders interest on the unpaid principal amount of each Offshore Revolving Loan of such Lender made to such Offshore Borrower from time to time outstanding from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of this Agreement.

D.                                     Offshore Overdraft Accounts .

(i)                                      Lenders agree that ACI, O-I Canada, OIEG and OI Europe may each establish and maintain an Offshore Overdraft Account with an Offshore Overdraft Provider pursuant to an Offshore Overdraft Agreement; provided that (a) (1) the Australian Overdraft Amount shall not exceed at any time the Offshore Currency Equivalent of $30,000,000, (2) the Canadian Overdraft Amount shall not exceed at any time the Offshore Currency Equivalent of $20,000,000 and (3) the aggregate of the Dutch Overdraft Amount and the Swiss Overdraft Amount shall not exceed at any time the Offshore Currency Equivalent of $60,000,000, and (b) in no event shall an Offshore Borrower request an extension of credit under an Offshore Overdraft Agreement (and no Offshore Overdraft Provider shall be obligated to extend credit under an Offshore Overdraft Agreement) if, after giving effect to such extension of credit:

the Total Utilization of Multicurrency Revolving Loan Commitments would exceed the Multicurrency Revolving Loan Commitments then in effect;

the Total Utilization of Australian Revolving Loan Commitments would exceed the Australian Revolving Loan Commitments then in effect;

the Total Utilization of Dutch Revolving Loan Commitments would exceed the Dutch Revolving Loan Commitments then in effect;

73

the Total Utilization of Swiss Revolving Loan Commitments would exceed the Swiss Revolving Loan Commitments then in effect; or

the Total Utilization of Canadian Revolving Loan Commitments would exceed the Canadian Revolving Loan Commitments then in effect.

(ii)                                   Notwithstanding anything contained in this Agreement to the contrary (but subject, however, to the limitations set forth in subsection 2.1C with respect to the making of Offshore Revolving Loans), Lenders and each Offshore Borrower further agree that any Offshore Overdraft Provider at any time in its sole and absolute discretion may, upon notice to the relevant Offshore Borrower, the Administrative Agent and the Lenders, require each Multicurrency Revolving Lender (including such Offshore Overdraft Provider) on three Business Day’s notice to (a) make an Offshore Revolving Loan in Dollars (in the case of such a Loan to O-I Canada), ADollars (in the case of such a Loan to ACI) or Euro (in the case of such a Loan to OIEG or OI Europe) in an amount equal to that Lender’s Pro Rata Share (determined with respect to such Type of Offshore Revolving Loan Commitments) of the relevant Offshore Overdraft Amount (calculated in the case of such a Loan to O-I Canada by reference to the applicable Spot Rate on the date such Offshore Revolving Loan is to be made) or, (b) in the event the relevant Type of Offshore Revolving Loan Commitment has terminated or the conditions for the making of such Offshore Revolving Loans under subsection 3.2 are not satisfied, require each Multicurrency Revolving Lender to purchase a participation in Dollars (in the case of the Canadian Overdraft Amount), ADollars (in the case of the Australian Overdraft Amount) or Euro (in the case of the Dutch Overdraft Amount or Swiss Overdraft Amount) in amounts due with respect to the relevant Offshore Overdraft Account in an amount equal to that Lender’s Pro Rata Share of the relevant Offshore Overdraft Amount (calculated in the case of a Participation in the Canadian Overdraft Amount by reference to the applicable Spot Rate on the date such participation is to be purchased); provided , however , that the obligation of each Multicurrency Revolving Lender to make each such Offshore Revolving Loan or of each Multicurrency Revolving Lender to purchase each such participation in any such Offshore Overdraft Amount is subject to the condition that at the time such extension of credit under the applicable Offshore Overdraft Agreement was made the duly authorized officer of such Offshore Overdraft Provider responsible for the administration of such Offshore Overdraft Provider’s credit relationship with the relevant Offshore Borrower believed in good faith that (a) no Event of Default had occurred and was continuing, or (b) any Event of Default that had occurred and was continuing had been waived by Requisite Lenders (or, if applicable under subsection 10.7, all Lenders or all Lenders with Obligations directly affected, as applicable) at the time such extension of credit under such Offshore Overdraft Agreement was made.  In the case of Offshore Revolving Loans or participation purchases made by Lenders other than Administrative Agent under the immediately preceding sentence, each such Lender shall make the amount of its Offshore Revolving Loan or the amount of its participation, as applicable, available to Administrative Agent in Same Day Funds in the applicable currency, at the Funding and Payment Office not later than 12:00 Noon (New York time) on the Business Day next succeeding the date such notice is given and upon such transfer such Offshore Revolving Loans shall be deemed made or such participations purchased, as the case may be.  The proceeds of such Offshore Revolving

74

Loans or participation purchases shall be delivered by Administrative Agent to such Offshore Overdraft Provider (and not to any Borrower or other Loan Party) as soon as practicable and applied to repay the relevant Offshore Overdraft Amount.  On the day such Offshore Revolving Loans are made or such participations are purchased, such Offshore Overdraft Provider’s Pro Rata Share of the Offshore Overdraft Amount being refunded shall be deemed to be paid with the proceeds of an Offshore Revolving Loan made by such Offshore Overdraft Provider and such portion of the Offshore Overdraft Amount deemed to be so paid shall no longer be outstanding.  Each Offshore Borrower authorizes the Offshore Overdraft Provider to charge such Offshore Borrower’s accounts with such Offshore Overdraft Provider (up to the amount available in each such account) in order to immediately pay such Offshore Overdraft Provider the amount of the Offshore Overdraft Amount to be refunded to the extent amounts received from Lenders, including amounts deemed to be received from such Offshore Overdraft Provider, are not sufficient to repay in full the Offshore Overdraft Amount to be refunded; provided that such Offshore Overdraft Provider shall give such Offshore Borrower notice of such charges prior thereto or as soon as reasonably practicable thereafter.  Each Offshore Revolving Loan made in accordance with the foregoing shall be made as a Base Rate Loan.  If any portion of any such amount paid to any Offshore Overdraft Provider should be recovered by or on behalf of such Offshore Borrower from such Offshore Overdraft Provider in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.6.

(iii)                                Except as provided above in this subsection 2.1D (and, in the case of the obligation to make Offshore Revolving Loans, except for the satisfaction of the conditions specified in subsections 3.1 and 3.2), each Lender’s obligation to make Offshore Revolving Loans pursuant to this subsection 2.1D and the obligation of each Multicurrency Revolving Lender to purchase participations in any Offshore Overdraft Amount pursuant to this subsection 2.1D shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against such Offshore Overdraft Provider, any Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default or a Potential Event of Default; (c) any adverse change in the condition (financial or otherwise) of any Loan Party; (d) any breach of this Agreement by any Borrower or any other Lender; or (e) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing; provided that in the event that the obligations of Lenders to make Offshore Revolving Loans are terminated in accordance with Section 7, Multicurrency Revolving Lenders shall thereafter only be obligated to purchase participations in the relevant Offshore Overdraft Amount as provided in this subsection 2.1D.  In the event that any Lender fails to make available to the relevant Administrative Agent the amount of any of such Lender’s Offshore Revolving Loans required to be made pursuant to this subsection 2.1D or to the Administrative Agent the amount of any participations in the relevant Offshore Overdraft Amount which are required to be purchased from such Offshore Overdraft Provider by such Lender pursuant to this subsection 2.1D, such Offshore Overdraft Provider shall be entitled to recover such amount on demand from such Lender together with interest at the customary rate set by such Offshore Overdraft

75

Provider for the correction of errors among banks in the relevant jurisdiction for three Business Days and thereafter at the Base Rate.  Nothing in this subsection 2.1D shall be deemed to prejudice the right of any Lender to recover from any Offshore Overdraft Provider any amounts made available by such Lender to such Offshore Overdraft Provider pursuant to this subsection 2.1D in respect of any extension of credit by such Offshore Overdraft Provider under the relevant Offshore Overdraft Agreement in the event that it is determined by a court of competent jurisdiction that such extension of credit by such Offshore Overdraft Provider constituted gross negligence or willful misconduct on the part of such Offshore Overdraft Provider.

(iv)                               Any notice given by any Offshore Overdraft Provider to the relevant Lenders pursuant to subsection 2.1D(iii) shall be concurrently given by such Offshore Overdraft Provider to the Administrative Agent and the applicable Offshore Borrower or Borrowers’ Agent.

(v)                                  Not later than the end of the first and third week of each month, and promptly upon request by Administrative Agent, each Offshore Overdraft Provider shall deliver to Administrative Agent a written report in form satisfactory to Administrative Agent setting forth activity with respect to the applicable Offshore Overdraft Account since the last such report and the applicable Offshore Overdraft Amount outstanding as of the end of the period covered by such report.

(vi)                               Anything contained in this Agreement to the contrary notwithstanding, no amendment, modification, termination or waiver of any provision of this Agreement or of the other Loan Documents, and no consent to any departure by any Borrower therefrom, shall modify, terminate or waive in any manner adverse to any Offshore Overdraft Provider any provision of this subsection 2.1D or any other provision of this Agreement directly relating to the Offshore Overdraft Accounts or the Offshore Overdraft Amounts (including any provision directly relating to the repayment of the Offshore Overdraft Amounts with the proceeds of Offshore Revolving Loans or directly relating to the obligations of Lenders to purchase participations in the Offshore Overdraft Amounts) without the written concurrence of the applicable Offshore Overdraft Providers.

E.                                       Notice of Borrowing .

(i)                                      Whenever a Borrower desires that Lenders make Term Loans, US Revolving Loans, Multicurrency Revolving Loans or Offshore Revolving Loans, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York time) (w) at least one Business Day in advance of the proposed Funding Date, in the case of any Base Rate Loan, (x) at least two Business Days in advance of the proposed Funding Date, in the case of a B/A Discount Rate Loan, (y) at least three Business Days in advance of the proposed Funding Date, in the case of a Eurocurrency Rate Loan (other than a Eurocurrency Rate Loan denominated in ADollars) or (z) at least four Business Days in advance of the proposed Funding Date, in the case of a Eurocurrency Rate Loan denominated in ADollars.  The Notice of Borrowing shall specify (1) the proposed Funding Date (which shall be a Business Day), (2) the amount,

76

currency and Type of the proposed Loans, (3) whether such Loans are initially to consist of Base Rate Loans, Eurocurrency Rate Loans, B/A Discount Rate Loans, or a combination thereof, and (4) if such Loans, or any portion thereof, are initially to be Eurocurrency Rate Loans or B/A Discount Rate Loans, the amounts thereof and the initial Interest Periods therefor; and except as set forth in subsection 3.2B, such Notice of Borrowing shall further certify that subsection 3.2B is satisfied on and as of that Funding Date; provided that the minimum amount of US Revolving Loans and Multicurrency Revolving Loans, if any, to be made on any Funding Date as Eurocurrency Rate Loans with a particular Interest Period shall be $10,000,000 and integral multiples of $1,000,000 in excess of that amount and the minimum amount of Offshore Revolving Loans to be made on any Funding Date shall be as set forth in subsection 2.1C; and provided further that , O-I Canada may not deliver a Notice of Borrowing requesting a Canadian Revolving Loan at any time a Canadian Overdraft Agreement is in effect.  Notwithstanding anything in this Agreement to the contrary, no Lender shall make or be obligated to make a US Revolving Loan, a Multicurrency Revolving Loan or an Offshore Revolving Loan, as the case may be, if it shall have received notification of a delivery of a Loan Limitation Notice to a Borrower with respect to such US Revolving Loan, Multicurrency Revolving Loan or Offshore Revolving Loan from Administrative Agent on or prior to the first Business Day immediately preceding the proposed Funding Date for such US Revolving Loan, Multicurrency Revolving Loan or Offshore Revolving Loan.  Term Loans, US Revolving Loans, Multicurrency Revolving Loans and Offshore Revolving Loans may be continued as or converted into Base Rate Loans, Eurocurrency Rate Loans or B/A Discount Rate Loans in the manner provided in subsection 2.2D.  In lieu of delivering the above-described Notice of Borrowing, a Borrower may give Administrative Agent irrevocable telephonic notice by the required time of any proposed borrowing under this subsection 2.1; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or prior to the Funding Date of the requested Loans.

(ii)                                   Neither Administrative Agent nor any Lender shall incur any liability to any Borrower in acting upon any telephonic notice referred to above which Administrative Agent or Lender, as the case may be, believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the relevant Borrower, as the case may be, or for otherwise acting in good faith under this subsection 2.1E, and upon funding of Loans by any Lender in accordance with this Agreement pursuant to any such telephonic notice such Borrower shall have effected Loans hereunder.

(iii)                                Except as provided in subsection 2.6D, a Notice of Borrowing for a Eurocurrency Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower giving such notice shall be bound to make a borrowing in accordance therewith, unless such Borrower pays to Lenders such amounts as may be due under subsection 2.6D(iii) for failure of a borrowing of a Eurocurrency Rate Loan to occur on the date specified therefor in a Notice of Borrowing (or telephonic notice in lieu thereof).

77

(iv)                               Promptly after receipt of a Notice of Borrowing pursuant to this subsection 2.1E (or telephonic notice in lieu thereof) with respect to any US Revolving Loan, Multicurrency Revolving Loans or Offshore Revolving Loans, Administrative Agent may (but shall not be obligated to) calculate whether, before and after giving effect to the making of the relevant Loans:

(A) the Total Utilization of Multicurrency Revolving Loan Commitments shall exceed (B) the Multicurrency Revolving Loan Commitments then in effect;

the Total Utilization of Australian Revolving Loan Commitments shall exceed the Australian Revolving Loan Commitments then in effect;

the Total Utilization of Dutch Revolving Loan Commitments shall exceed the Dutch Revolving Loan Commitments then in effect;

the Total Utilization of Swiss Revolving Loan Commitments shall exceed the Swiss Revolving Loan Commitments then in effect;

the Total Utilization of US Revolving Loan Commitments shall exceed the US Revolving Loan Commitments then in effect; and

the Total Utilization of Canadian Revolving Loan Commitments shall exceed the Canadian Revolving Loan Commitments then in effect.

In the event that Administrative Agent determines that any of the statements in clauses (1) through (5) is true or will be true after giving effect to the making of the relevant Loans, Administrative Agent shall deliver to each Borrower written notice (a “Loan Limitation Notice” ) thereof, and shall notify each Lender promptly of its delivery of such notice.

F.                                       Disbursement of Funds .

(i)                                      All Term Loans, US Revolving Loans, Multicurrency Revolving Loans and Offshore Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares of the US Revolving Loan Commitment, Multicurrency Revolving Loan Commitments, Australian Revolving Loan Commitments, Canadian Revolving Loan Commitments, Dutch Revolving Loan Commitments, Swiss Revolving Loan Commitments, Tranche A Term Loan Commitments, Tranche B Term Loan Commitments, Tranche C Term Loan Commitments or Tranche D Term Loan Commitments, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Term Loan, a US Revolving Loan, a Multicurrency Revolving Loan or an Offshore Revolving Loan requested hereunder nor shall the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder.  Promptly after receipt of a Notice of Borrowing pursuant to subsection 2.1E (or telephonic notice in lieu thereof) or the deemed receipt of a Notice of Borrowing pursuant to subsection 2.8D, Administrative Agent shall notify each applicable Lender of the proposed borrowing.  Each Lender shall make the amount

78

of its Term Loan, US Revolving Loan, Multicurrency Revolving Loan or Offshore Revolving Loan available to Administrative Agent, in Same Day Funds, at the Funding and Payment Office not later than 12:00 noon (New York time) on the Funding Date.  From and after the Closing Date, except as provided in subsection 2.1B (with respect to the repayment of the Domestic Overdraft Amount), subsection 2.1D(ii) (with respect to the repayment of any Offshore Overdraft Amount) and subsection 2.8D (with respect to the reimbursement of amounts drawn under Letters of Credit), upon the satisfaction or waiver of the conditions precedent specified in subsection 3.2, Administrative Agent shall make the proceeds of Term Loans, US Revolving Loans, Multicurrency Revolving Loans and Offshore Revolving Loans, in each case available to the Borrower requesting such Loans on such Funding Date by causing an amount of Same Day Funds equal to the proceeds of all such US Revolving Loans, Multicurrency Revolving Loans or Offshore Revolving Loans received by Administrative Agent to be credited to the account of such Borrower at such office of Administrative Agent.

(ii)                                   Unless Administrative Agent shall have been notified by any Lender prior to any Funding Date that such Lender does not intend to make available to Administrative Agent such Lender’s Loan on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent in its sole discretion may, but shall not be obligated to, make available to the applicable Borrower a corresponding amount on such Funding Date.  If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate.  If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify the applicable Borrower, and such Borrower shall immediately pay such corresponding amount to Administrative Agent.  If such Borrower does not pay such corresponding amount, Administrative Agent may require each US Revolving Lender or Multicurrency Revolving Lender, as the case may be, to purchase a participation in the amount unpaid by such Borrower in an amount equal to that Lender’s Pro Rata Share of such unpaid amount.  Nothing in this subsection 2.1F shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights which Borrower may have against any Lender as a result of any default by such Lender hereunder.

G.                                     The Register; Notes.

(i)                                      Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain, at its address referred to in subsection 10.10, a register for the inscription of the names and addresses of Lenders and the Commitments and Loans of each Lender from time to time (the “ Register ”).  Borrowers, Borrowers’ Agent, Agents, and Lenders may treat each Person whose name is inscribed in the Register as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for inspection by Company, Borrowers, Borrowers’ Agent or the Agents at any reasonable

79

time and from time to time upon reasonable prior notice.  In addition, Administrative Agent shall make the Register available for inspection by the Lenders upon reasonable prior notice at reasonable times, provided that a Lender shall only be entitled to inspect its own entry in the Register and not that of any other Lender.

(ii)                                   Administrative Agent shall inscribe in the Register the Commitments and the Loans from time to time of each Lender, the amount of each Lender’s participation in outstanding Letters of Credit and each repayment or prepayment in respect of the principal amount of the Loans of each Lender and the principal amount owing from time to time by each Borrower in respect of each Loan to each Lender of such Loan.  Any such inscription shall be conclusive and binding on each Borrower and each Lender, absent manifest or demonstrable error; provided that failure to make any such inscription, or any error in such inscription, shall not affect any Borrower’s Obligations in respect of the applicable Loans.  The inscription in the Register of the principal amount owing from time to time by the Borrowers in respect of each Tranche A Term Loan or Australian Revolving Loan shall constitute an unconditional and irrevocable covenant by ACI in favor of the Person whose name is so inscribed as the Lender in respect of such Loan that ACI will make all payments of principal and interest in respect of the Loan in accordance with this Agreement, make all other payments required by this Agreement to be made by it in respect of such Loan and otherwise perform all of its obligations under this Agreement in full and by the due date.

(iii)                                Each Lender shall record on its internal records (including, without limitation, any promissory note described in subsection 2.1G(iv)) the amount of each Loan made by it and each payment in respect thereof and, in the case of a Lender with respect to each Loan made by it to an Offshore Borrower, the identity of the Offshore Borrower in respect thereof, the amount thereof and each Interest Period applicable thereto; provided that in the event of any inconsistency between the Register and any Lender’s records, the inscriptions in the Register shall govern, absent manifest or demonstrable error.

(iv)                               If so requested by any Lender having Tranche B Term Loan Exposure, US Revolving Loan Exposure or Multicurrency Revolving Loan Exposure by written notice to Owens-Brockway (with a copy to Administrative Agent) at any time, Owens-Brockway shall execute and deliver to such Lender (and/or, if so specified in such notice, any Person who is an assignee of such Lender pursuant to subsection 10.2 hereof), promptly after Owens-Brockway’s receipt of such notice, a promissory note or promissory notes to evidence such Lender’s Tranche B Term Loans, US Revolving Loans or Multicurrency Revolving Loans, as the case may, substantially in the form of Exhibit IV-B and/or Exhibit V hereto.  If so requested by any Lender having Tranche D Term Loan Exposure or Dutch Revolving Loan Exposure by written notice to OIEG (with a copy to Administrative Agent and Borrowers’ Agent) at any time, OIEG shall execute and deliver to such Lender (and/or, if so specified in such notice, any Person who is an assignee of such Lender pursuant to subsection 10.2 hereof), promptly after OIEG’s and Borrowers’ Agent’s receipt of such notice, a promissory note or promissory notes to evidence such Lender’s Tranche D Term Loans or Dutch Revolving Loans, substantially in the form of Exhibit IV-D and/or Exhibit VI hereto, respectively.  If so requested by

80

any Lender having Tranche C Term Loan Exposure or Canadian Revolving Loan Exposure by written notice to O-I Canada (with a copy to Administrative Agent and Borrowers’ Agent), O-I Canada shall execute and deliver to such Lender (and/or, if so specified in such notice, any Person who is an assignee of such Lender pursuant to subsection 10.2 hereof), promptly after O-I Canada’s and Borrowers’ Agent’s receipt of such notice, a promissory note or promissory notes to evidence such Lender’s Canadian Revolving Loans, substantially in the form of Exhibit IV-C and/or Exhibit VI hereto, respectively.  If so requested by any Lender having Swiss Revolving Loan Exposure by written notice to OI Europe (with a copy to Administrative Agent and Borrowers’ Agent), OI Europe shall execute and deliver to such Lender (and/or, if so specified in such notice, any Person who is an assignee of such Lender pursuant to subsection 10.2 hereof), promptly after OI Europe’s and Borrowers’ Agent’s receipt of such notice, a promissory note or promissory notes to evidence such Lender’s Swiss Revolving Loans, substantially in the form of Exhibit VI hereto.  If so requested by any Lender having an Additional Domestic Subsidiary Borrower Exposure by written notice to such Additional Domestic Subsidiary Borrower (with a copy to Administrative Agent and Borrowers’ Agent), the Additional Domestic Subsidiary Borrower shall execute and deliver to such Lender (and/or, if so specified in such notice, any Person who is an assignee of such Lender pursuant to subsection 10.2 hereof), promptly after Additional Domestic Subsidiary Borrower’s and Borrowers’ Agent’s receipt of such notice, a promissory note or promissory notes to evidence such Lender’s Additional Domestic Subsidiary Borrower Loans, substantially in the form of Exhibit VI-O hereto.  If so requested by any Lender having an Additional Foreign Subsidiary Borrower Exposure by written notice to such Additional Foreign Subsidiary Borrower (with a copy to Administrative Agent and Borrowers’ Agent), the Additional Foreign Subsidiary Borrower shall execute and deliver to such Lender (and/or, if so specified in such notice, any Person who is an assignee of such Lender pursuant to subsection 10.2 hereof), promptly after Additional Foreign Subsidiary Borrower’s and Borrowers’ Agent’s receipt of such notice, a promissory note or promissory notes to evidence such Lender’s Additional Foreign Subsidiary Borrower Loans, substantially in the form of Exhibit VI-O hereto.

(v)                                  Tranche A Term Loans and Australian Revolving Loans will be issued by ACI to the Lenders as debentures in inscribed form.  Such issue will be effected by inscription of each Loan and the name of each Lender as described in this subsection 2.1G.  Such inscription shall be made on behalf of ACI for the purposes of issuing the debentures.  In addition, ACI shall execute and deliver to each Lender having Tranche A Term Loans or Australian Revolving Loan Exposure one or more Tranche A Term Loan Notes and/or Australian Revolving Loan Notes, substantially in the form of Exhibit IV-A and/or Exhibit VI hereto, respectively, immediately after the making of such Tranche A Term Loans or Australian Revolving Loans.

From time to time, upon receipt of notice from any Lender (with a copy to Administrative Agent and Borrowers’ Agent) ACI shall execute and deliver additional Tranche A Term Loan Notes and/or Australian Revolving Loan Notes substantially in the form of Exhibit IV-A and/or Exhibit VI hereto to any Person who is an assignee of a Lender of such Type of Loan or Commitment pursuant to subsection 10.2 hereof.

81

2.2                                Interest on the Loans.

A.                                     Rate of Interest .

(i)                                      All Loans shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to (a) in the case of Loans denominated in Dollars, the Base Rate or the Eurocurrency Rate; (b) in the case of Loans denominated in ADollars, the Eurocurrency Rate; (c) in the case of Loans denominated in Canadian Dollars, the Base Rate or the B/A Discount Rate and (d) in the case of Loans denominated in Euro, the Eurocurrency Rate.  Except for Loans denominated in ADollars and Euro (which must be made and continue as Eurocurrency Rate Loans) and except to the extent that this Agreement specifically provides that certain Loans must be made as, continued as, or converted into Base Rate Loans, the applicable basis for determining the rate of interest with respect to Term Loans, US Revolving Loans, Multicurrency Revolving Loans and Offshore Revolving Loans shall be selected by a Borrower at the time such Borrower gives a Notice of Borrowing pursuant to subsection 2.1E (or is deemed to have given a Notice of Borrowing pursuant to subsection 2.8D) or at the time a Notice of Conversion/Continuation is given pursuant to subsection 2.2D.  Except in the case of Loans denominated in ADollars or Euro, if on any day a Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate.  If on any day Loans denominated in ADollars or Euro are outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest, then such Loan shall be automatically continued as a Eurocurrency Loan with a one month Interest Period.

Term Loans, US Revolving Loans, Multicurrency Revolving Loans and Offshore Revolving Loans shall bear interest through maturity as follows:

(a)                                   if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Base Rate Margin;

(b)                                  if a Eurocurrency Rate Loan, then at the sum of the Eurocurrency Rate plus the Applicable Eurocurrency Margin; or

(c)                                   if a B/A Discount Rate Loan, then at the sum of the B/A Discount Rate plus the Applicable Eurocurrency Margin.

B.                                     Interest Periods .

In connection with each Eurocurrency Rate Loan or B/A Discount Rate Loan, the Borrower requesting such Loan shall elect an interest period (each an “ Interest Period ”) to be applicable to such Loan, which Interest Period shall be a one, two, three or six month period (or, with Administrative Agent’s consent and if such periods are available to all applicable Lenders, a one, two or three week, or nine or twelve month period); provided that:

82

(i)                                      the initial Interest Period for any such Loan shall commence on the Funding Date in respect of such Loan, in the case of a Loan initially made as a Eurocurrency Rate Loan or a B/A Discount Rate Loan, or on the date specified in the applicable Notice of Conversion/Continuation, in the case of a Loan converted to a Eurocurrency Rate Loan or a B/A Discount Rate Loan;

(ii)                                   in the case of immediately successive Interest Periods applicable to a Eurocurrency Rate Loan or a B/A Discount Rate Loan continued as such pursuant to a Notice of Conversion/Continuation or otherwise, each successive Interest Period shall commence on the day on which the next preceding Interest Period expires;

(iii)                                if an Interest Period with respect to any Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any such Interest Period would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

(iv)                               any Interest Period with respect to any Loan which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month;

(v)                                  no Interest Period with respect to any Tranche A Term Loan shall extend beyond the Tranche A Term Loan Maturity Date;

(vi)                               no Interest Period with respect to any Tranche B Term Loan shall extend beyond the Tranche B Term Loan Maturity Date;

(vii)                            no Interest Period with respect to any Tranche C Term Loan shall extend beyond the Tranche C Term Loan Maturity Date;

(viii)                         no Interest Period with respect to any Tranche D Term Loan shall extend beyond the Tranche D Term Loan Maturity Date;

(ix)                                 no Interest Period with respect to any Multicurrency Revolving Loan or Offshore Revolving Loan shall extend beyond the Multicurrency Revolving Loan Commitment Termination Date.

(x)                                    no Interest Period with respect to any US Revolving Loan shall extend beyond the US Revolving Loan Commitment Termination Date

(xi)                                 there shall be no more than 20 Interest Periods outstanding at any time with respect to Eurocurrency Rate Loans to Owens-Brockway and any Additional Domestic Subsidiary Borrowers and there shall be no more than (a) 15 Interest Periods outstanding at any time with respect to Australian Revolving Loans and Tranche A Term Loans, (b) 5 Interest Periods outstanding at any time with respect to Canadian Revolving Loans and Tranche C Term Loans, (c) 10 Interest Periods outstanding at any time with

83

respect to Dutch Revolving Loans and Tranche D Term Loans, (d) 10 Interest Periods outstanding at any time with respect to Swiss Revolving Loans, and (e) no more than 10 Interest Periods outstanding at any time with respect to loans to all Additional Foreign Subsidiary Borrowers;

(xii)                              in the event a Borrower fails to specify an Interest Period in the applicable Notice of Borrowing or Notice of Conversion/Continuation, such Borrower shall be deemed to have selected an Interest Period of one month; and

(xiii)                           no Interest Period shall be more than thirty days (and no Base Rate Loan may be converted into a Eurodollar Rate Loan or B/A Discount Rate Loan with an Interest Period of more than thirty days) until the earlier of the  thirtieth day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Term Loans, the US Revolving Loan Commitments and the Multicurrency Revolving Loan Commitments has been completed.

C.                                     Interest Payments .  Subject to subsection 2.2E, interest shall be payable on the Loans as follows:

(i)                                      interest on each Base Rate Loan shall be payable in arrears on and to each March 15, June 15, September 15 and December 15 of each year, commencing on June 15, 2011, and at maturity; and

(ii)                                   interest on each Eurocurrency Rate Loan and B/A Discount Rate Loan shall be payable in arrears on and to each Interest Payment Date applicable to that Loan, upon any prepayment of that Loan (to the extent accrued on the amount being prepaid) and at maturity.

D.                                     Conversion or Continuation .  Subject to the provisions of subsections 2.6 and 2.2B(xii), the applicable Borrower shall have the option (i) to convert at any time all or any part of its outstanding Term Loans (other than Loans denominated in Euro or ADollars which shall always constitute Eurocurrency Rate Loans), US Revolving Loans, Multicurrency Revolving Loans or Offshore Revolving Loans, as the case may be, equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, and (ii) upon the expiration of any Interest Period applicable to a Eurocurrency Rate Loan or B/A Discount Rate Loan, to continue all or any portion of such Eurocurrency Rate Loan or B/A Discount Rate Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurocurrency Rate Loan, and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to be continued, provided , however , that a Eurocurrency Rate Loan or B/A Discount Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto; and provided , further , that, unless Requisite Lenders otherwise agree, no outstanding Loan may be continued as, or be converted into, a Eurocurrency Rate Loan or B/A Discount Rate Loan when any Event of Default has occurred and is continuing.

84

The applicable Borrower shall deliver a Notice of Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York time) (i) at least one Business Day in advance of the proposed conversion/continuation date in the case of a conversion to a Base Rate Loan, (ii) at least two Business Days in advance of the proposed conversion/continuation date in the case of a conversion to, or a continuation of, a B/A Discount Rate Loan, (iii) at least three Business Days in advance of the proposed conversion/continuation date in the case of a conversion to, or a continuation of, a Eurocurrency Rate Loan (other than a conversion to, or a continuation of, a Eurocurrency Rate Loan denominated in ADollars) or (iv) at least four Business Days in advance of the proposed conversion/continuation date in the case of a conversion to, or a continuation of, a Eurocurrency Rate Loan denominated in ADollars.  A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation and (iv) in the case of a conversion to, or a continuation of, a Eurocurrency Rate Loan or B/A Discount Rate Loan, the requested Interest Period.  In lieu of delivering the above described Notice of Conversion/Continuation, the applicable Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided , that , such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date.  Administrative Agent shall promptly notify the Lenders of any Loan becoming subject to a Notice of Conversion/Continuation.

Administrative Agent shall not incur any liability to any Loan Party in acting upon any telephonic notice referred to above which Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of a Borrower in connection with any telephonic notice referred to above or for otherwise acting in good faith under this subsection 2.2D and upon conversion/continuation by Administrative Agent in accordance with this Agreement pursuant to any telephonic notice, such Borrower shall have effected a conversion or continuation, as the case may be, hereunder.

Except as provided in subsection 2.6D, a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurocurrency Rate Loan to a B/A Discount Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and upon delivering a Notice of Conversion/Continuation, the relevant Borrower shall be bound to convert or continue in accordance therewith, unless such Borrower pays to Lenders such amounts as may be due under subsection 2.6D(iii) for failure of a conversion to or continuation of any Eurocurrency Rate Loan to occur on the date specified therefor in a Notice of Conversion/Continuation (or telephonic notice in lieu thereof).

E.                                       Post-Maturity Interest .  Any principal payments on the Loans not paid when due and, to the extent permitted by applicable law, any interest payments on the Loans not paid when due, in each case whether at stated maturity, by notice of prepayment, by acceleration or otherwise, shall thereafter bear interest payable upon demand at the rate otherwise applicable thereto plus 2.00% per annum.

F.                                       Computation of Interest .  Interest on all Loans (except B/A Discount Rate Loans and Base Rate Loans denominated in Canadian Dollars) and reimbursed obligations in

85

respect of L/C Disbursements shall be computed on the basis of the actual number of days elapsed over a year of 360 days, and interest on B/A Discount Rate Loans and Base Rate Loans denominated in Canadian Dollars shall be computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be.  In computing interest on any Loan, the date of the making of the Loan or the first day of an Interest Period, as the case may be, shall be included and the date of payment or the expiration date of an Interest Period, as the case may be, shall be excluded; provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.  Administrative Agent shall from time to time upon request of any Borrower, deliver to such Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate applicable to Loans pursuant to this Agreement reasonably promptly following such request.

G.                                     Interest Act (Canada) .  For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed on the basis of a 360 day year or any other period of time less than a calendar year) are equivalent are the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively.

H.                                     Interest Limitations . Notwithstanding the foregoing provisions of this subsection 2.2, in no event shall the rate of interest payable by any Borrower in respect of any Loan exceed the maximum rate permitted to be charged by applicable law.  Without limiting the generality of the foregoing, if any provision of this Agreement or any other Loan Documents would obligate O-I Canada to make any payment of interest with respect to the Obligations of O-I Canada or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of interest with respect to the Obligations of O-I Canada at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by that Lender of interest with respect to the Obligations of O-I Canada at a criminal rate, such adjustment to be effected, to the extent necessary, as follows:  (1) first, by reducing the amount or rates of interest required to be paid to the affected Lender under this subsection 2.2H; and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the affected Lender which would constitute interest with respect to the Obligations of O-I Canada for purposes of Section 347 of the Criminal Code (Canada).  Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received an amount in respect of Obligations of O-I Canada in excess of the maximum permitted by that section of the Criminal Code (Canada), then O-I Canada shall be entitled, by notice in writing to the affected Lender, to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to O-I Canada.  Any amount or rate of interest under the Obligations of O-I Canada referred to in this subsection 2.2H shall be determined in accordance with generally accepted actuarial practices and principals at an effective annual rate of interest over the term that any Offshore Revolving Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if related to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the

86

period from the Closing Date to the termination of the Offshore Revolving Loan Commitment (with reference to the Obligations of O-I Canada) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

I.                                          Minimum interest . The rates of interest provided for in this Agreement, including, without limitation this Section 2.2 Interest on the Loans, are minimum interest rates. When entering into this Agreement, the Parties have assumed that the interest payable at the rates set out in this Section 2.2 or in other sections of this Agreement is not and will not become subject to Swiss Withholding Tax.  Notwithstanding that the Parties do not anticipate that any payment of interest will be subject to Swiss Withholding Tax, they agree that, in the event that Swiss Withholding Tax should be imposed on interest payments by an Obligor and if Section 2.7 C. Withholding of Taxes is unenforceable for any reason, the payment of interest due by such Obligor shall be increased to an amount which (after making any deduction of the Non-refundable Portion (as defined below) of Swiss Withholding Tax) results in a payment to each Lender entitled to such payment of an amount equal to the payment which would have been due had no deduction of Swiss Withholding Tax been required. For this purpose, the Swiss Withholding Tax shall be calculated on the full grossed-up interest amount. For the purposes of this Section 2.2.I, Non-refundable Portion of Swiss Withholding Tax shall mean Swiss Withholding Tax at the standard rate (being, as at the date hereof, 35 per cent.) unless a tax ruling issued by the Swiss Federal Tax Administration confirms that, in relation to a specific Lender based on an applicable double tax treaty, the non-refundable portion is a specified lower rate in which case such lower rate shall be applied in relation to such Lender. If requested by a Lender, the relevant Obligor shall provide to the Administrative Agent the documents required by law or applicable double taxation treaties for the Lenders to prepare claims for the refund of any Swiss Withholding Tax so deducted.

2.3                                Fees

A.                                     Commitment Fees .

Subject to subclause 2.11(vi), Owens-Brockway shall pay or cause to be paid, to Administrative Agent (i) for distribution to each Multicurrency Revolving Lender in accordance with such Lender’s Pro Rata Share, commitment fees with respect to the Multicurrency Revolving Loan Commitments, for the period from and including the Closing Date to and excluding the Multicurrency Revolving Loan Commitment Termination Date, equal to the average of the daily excess of the aggregate Multicurrency Revolving Loan Commitments over the Total Utilization of the Multicurrency Revolving Loan Commitments (excluding, for purposes of such calculation, amounts described in clauses (iii) and (vi) of the definition thereof) multiplied by the Applicable Commitment Fee Percentage and (ii) for distribution to each US Revolving Lender in accordance with such Lender’s Pro Rata Share, commitment fees with respect to the US Revolving Loan Commitments, for the period from and including the Closing Date to and excluding the US Revolving Loan Commitment Termination Date, equal to the average of the daily excess of the aggregate US Revolving Loan Commitments over the Total Utilization of the US Revolving Loan Commitments multiplied by the Applicable Commitment Fee Percentage.  Such commitment fees to be computed on the basis of a 360-day year and to be payable in arrears on each Fee Payment Date for the three-month period ending on the day prior

87

to such Fee Payment Date, commencing on the first such date to occur after the Closing Date, and on the Multicurrency Revolving Loan Commitment Termination Date or US Revolving Loan Commitment Termination Date, as the case may be.

B.                                     Other Fees .  Owens-Brockway agrees to pay or cause to be paid an annual administrative fee to Administrative Agent and such other fees to the Joint Lead Arrangers, in each case in the amounts and at the times agreed upon between Owens-Brockway and the applicable Joint Lead Arranger.

2.4                                Repayment and Prepayments; Reductions in Commitments

A.                                     Scheduled Payments of Term Loans .

(i)                              Scheduled Payments of Tranche A Term Loans .  ACI shall make principal payments in ADollars on the Tranche A Term Loans in installments on the dates and in the amounts set forth below: