Second Supplemental Indenture to 8 7/8% Senior Secured Notes Due 2009—Owens-Brockway Glass Container Inc., Guarantors, and U.S. Bank National Association
This agreement is a Second Supplemental Indenture dated August 5, 2002, between Owens-Brockway Glass Container Inc., various guarantor entities, and U.S. Bank National Association as Trustee. It amends a previous indenture related to $1 billion in 8 7/8% Senior Secured Notes due 2009, specifically to comply with SEC requirements. The amendment modifies a section of the original indenture, and all other terms remain in effect. The agreement is governed by New York law and binds all successors and assigns of the parties involved.
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Exhibit 4.1
OWENS-BROCKWAY GLASS CONTAINER INC.
Issuer
and
The Guarantors set forth in Annex A attached hereto
Second Supplemental Indenture
dated as of August 5, 2002
87/8% Senior Secured Notes due 2009
U.S. Bank National Association
Trustee
Second Supplemental Indenture, dated as of August 5, 2002 (the "Second Supplemental Indenture"), to the Indenture, dated as of January 24, 2002, as amended or supplemented prior to the date hereof (the "Indenture"), among Owens-Brockway Glass Container Inc., a Delaware corporation (the "Company"), the Guarantors (as defined in the Indenture) and U.S. Bank National Association, a national banking association, as Trustee (the "Trustee").
W I T N E S S E T H
WHEREAS, the Company duly authorized, executed and delivered to the Trustee the Indenture, pursuant to which the Company issued $1,000,000,000 principal amount of its 8?% Senior Secured Notes due 2009 (the "Notes");
WHEREAS, in connection with the Company's offer to exchange the Notes for 8?% Senior Secured Notes due 2009 which have been registered under the Securities Act of 1933, the Commission has requested that the Indenture be amended to comply with Section 314(d) of the TIA;
WHEREAS, the Company, the Guarantors and the Trustee desire to amend Section 11.03 of the Indenture to comply with the TIA as requested by the Commission;
WHEREAS, Section 9.01 of the Indenture provides that the Indenture may be supplemented or amended by the Company, the Guarantors and the Trustee as to the Notes without the consent of any holder of the Notes to, inter alia, comply with any requirements of the Commission in connection with the qualification of the Indenture under the TIA;
WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Second Supplemental Indenture have been satisfied; and
WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the Company, the Guarantors and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done.
NOW THEREFORE:
In consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledge, the Company, the Guarantors and the Trustee hereby agree as follows:
ARTICLE 1.
AMENDMENT TO THE INDENTURE
Section 1.01. Amendment to Article 11.
Section 11.03 of the Indenture is hereby amended by deleting the first sentence of the final paragraph of such Section 11.03.
ARTICLE 2.
Miscellaneous
Section 2.01. Defined Terms.
Unless otherwise provided in this Second Supplemental Indenture, all defined terms used in this Second Supplemental Indenture shall have the meanings assigned to them in the Indenture.
Section 2.02. New York Law to Govern.
THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 2.03. Counterparts.
This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.
Section 2.04. Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
Section 2.05. Severability of Provisions.
In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 2.06. Successors and Assigns.
All covenants and agreements in this Second Supplemental Indenture by the parties hereto shall bind their respective successors and assigns and inure to the benefit of their respective successors and assigns, whether so expressed or not.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.
OWENS-BROCKWAY GLASS CONTAINER INC. | |||
By: | /s/ JAMES W. BAEHREN Name: James W. Baehren Title: Vice President | ||
On behalf of each entity named on the attached Annex A, in the capacity set forth for such entity on such Annex A | |||
By: | /s/ JAMES W. BAEHREN Name: James W. Baehren | ||
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE | |||
By: | /s/ FRANK P. LESLIE Name: Frank P. Leslie Title: Vice President |
ANNEX A
Name of Entity | Title of Officer Executing on Behalf of Such Entity | |
---|---|---|
ACI America Holdings Inc. | Vice President and Secretary | |
Anamed International, Inc. | Vice President and Secretary | |
BriGam Medical, Inc. | Vice President and Secretary | |
BriGam Ventures, Inc. | Vice President and Secretary | |
BriGam, Inc. | Vice President and Secretary | |
Brockway Realty Corporation | Vice President and Secretary | |
Brockway Research, Inc. | Vice President and Secretary | |
Continental PET Technologies, Inc. | Vice President and Secretary | |
MARC Industries, Inc. | Vice President and Secretary | |
Martell Medical Products, Incorporated | Vice President and Secretary | |
NHW Auburn, LLC | Vice President and Secretary of its sole member | |
OB Cal South Inc. | Vice President and Secretary | |
OI AID STS Inc. | Vice President and Secretary | |
OI Auburn Inc. | Vice President and Secretary | |
OI Australia Inc. | Vice President and Secretary | |
OI Brazil Closure Inc. | Vice President and Secretary | |
OI California Containers Inc. | Vice President and Secretary | |
OI Castalia STS Inc. | Vice President and Secretary | |
OI Consol STS Inc. | Vice President and Secretary | |
OI Ecuador STS Inc. | Vice President and Secretary | |
OI Europe & Asia Inc. | Vice President and Secretary | |
OI General Finance Inc. | Vice President and Secretary | |
OI General FTS Inc. | Vice President and Secretary | |
O-I Health Care Holding Corp. | Vice President and Secretary | |
O-I Holding Company, Inc. | Vice President and Secretary | |
OI Hungary Inc. | Vice President and Secretary | |
OI International Holdings Inc. | Vice President and Secretary | |
OI Levis Park STS Inc. | Vice President and Secretary | |
OI Medical Holdings Inc. | Vice President and Secretary | |
OI Medical Inc. | Vice President and Secretary | |
OI Peru STS Inc. | Vice President and Secretary | |
OI Plastic Products FTS Inc. | Vice President and Secretary |
Name of Entity | Title of Officer Executing on Behalf of Such Entity | |
---|---|---|
OI Poland Inc. | Vice President and Secretary | |
OI Puerto Rico STS Inc. | Vice President and Secretary | |
OI Regioplast STS Inc. | Vice President and Secretary | |
OI Venezuela Plastic Products Inc. | Vice President and Secretary | |
OIB Produvisa Inc. | Vice President and Secretary | |
Overseas Finance Company | Vice President and Secretary | |
Owens-BriGam Medical Company | Vice President and Secretary of each general partner | |
Owens-Brockway Glass Container Trading Company | Vice President and Secretary | |
Owens-Brockway Packaging, Inc. | Vice President and Secretary | |
Owens-Brockway Plastic Products Inc. | Vice President and Secretary | |
Owens-Illinois Closure Inc. | Vice President and Secretary | |
Owens-Illinois General Inc. | Vice President and Secretary | |
Owens-Illinois Group, Inc. | Vice President, Director of Finance and Secretary | |
Owens-Illinois Prescription Products Inc. | Vice President and Secretary | |
Owens-Illinois Specialty Products Puerto Rico, Inc. | Vice President and Secretary | |
Product Design & Engineering, Inc. | Vice President and Secretary | |
Seagate, Inc. | Vice President and Secretary | |
Seagate II, Inc. | Vice President and Secretary | |
Seagate III, Inc. | Vice President and Secretary | |
Specialty Packaging Licensing Company | Vice President and Secretary | |
Universal Materials, Inc. | Vice President and Secretary |
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ARTICLE 2. Miscellaneous