Common use of Fall-Away Event Clause in Contracts

Fall-Away Event. In the event of the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain an Investment Grade Rating): (a) Sections 4.07, 4.08, 4.09, 410, 4.11, 4.16(a)(i), 4.16(c), 4.19 and 5.01(A)(d) shall each no longer be in effect for the remaining term of the applicable Notes; and (b) Section 4.12 hereof shall be replaced in its entirety with the following covenant: (a) The Company will not, and will not permit any Material Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any Restricted Property securing any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. (b) Notwithstanding the restrictions described above, the Company and the Material Subsidiaries may, directly or indirectly, Incur or permit to exist any Lien that would otherwise be subject to the restrictions set forth in the immediately preceding paragraph without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured if, at the time of such Incurrence or permission, after giving effect thereto and to the retirement of any Secured Indebtedness which is concurrently being retired, the aggregate principal amount of outstanding Secured Indebtedness which would otherwise be subject to such restrictions (not including Permitted Liens) plus all Attributable Debt of the Company and the Material Subsidiaries in respect of Sale Leaseback Transactions with respect to any Restricted Property, does not exceed 15% of Total Assets.” (c) the following definition shall be added to Section 1.01 in alphabetical order:

Fall-Away Event. In the event of the occurrence of a Fall Away Event (and notwithstanding the failure of the Company Issuers subsequently to maintain an Investment Grade Rating): (a) Sections 4.07, 4.08, 4.09, 410, 4.11, 4.16(a)(i), 4.16(c), 4.18, 4.19 and 5.01(A)(d5.01(a)(4) and Article 12 shall each no longer be in effect for the remaining term of the applicable Notes; and (b) Section 4.12 hereof shall be replaced in its entirety with the following covenant: (a) The Company Parent will not, and will not permit any Material Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any Restricted Property securing any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. (b) Notwithstanding the restrictions described above, the Company Parent and the Material Subsidiaries may, directly or indirectly, Incur or permit to exist any Lien that would otherwise be subject to the restrictions set forth in the immediately preceding paragraph Section 4.12(a) without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured if, at the time of such Incurrence or permission, after giving effect thereto and to the retirement of any Secured Indebtedness which is concurrently being retired, the aggregate principal amount of outstanding Secured Indebtedness which would otherwise be subject to such restrictions (not including Permitted Liens) plus all Attributable Debt of the Company Parent and the Material Subsidiaries in respect of Sale Leaseback Transactions with respect to any Restricted Property, does not exceed 15% of Total Assets.” (c) the following definition shall be added to Section 1.01 in alphabetical order:

Fall-Away Event. In If at any time the event of Notes have achieved the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain an Investment Grade Rating): (a) Sections 4.07Ratings, 4.08, 4.09, 410, 4.11, 4.16(a)(i), 4.16(c), 4.19 OI Group and 5.01(A)(d) the Restricted Subsidiaries of OI Group shall each thereafter no longer be subject to the covenants under Sections 4.11, 4.12, 4.13, 4.14 (other than provisions described in effect for the remaining term next paragraph), 4.15, 4.16, 4.17, clause (4) of the applicable Notes; andfirst paragraph of 5.01 and 10.08 (collectively, the “Extinguished Covenants”) (even if the Notes subsequently cease to have the Investment Grade Ratings), provided that if upon the receipt by the Notes of the Investment Grade Ratings, a Default or Event of Default has occurred and is continuing under this Indenture, the Company shall continue to be subject to the Extinguished Covenants until such time as no Default or Event of Default is continuing. (bi) Section 4.12 hereof shall be replaced Liens on cash and Cash Equivalents securing obligations in its entirety respect of letters of credit in accordance with the following covenant: terms of the Credit Agreement; (aii) The Company will not, and will not permit any Material Subsidiary to, directly or indirectly, Incur or permit to exist any Lien Liens existing on the Issue Date; (iii) Liens granted after the “Initial Lien”) of any nature whatsoever Issue Date on any Restricted Property assets of OI Group, any of its Domestic Subsidiaries or the Company securing Indebtedness of OI Group, any Indebtedness, other than Permitted Liens, without effectively providing that of its Domestic Subsidiaries or the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien Company created for the benefit in favor of the Holders of the Notes pursuant Notes; (iv) Liens securing Indebtedness which is incurred to the preceding sentence shall provide extend, renew or refinance Indebtedness which is secured by its terms Liens permitted to be incurred under this Indenture; provided that such Lien shall be automatically Liens do not extend to or cover any assets of OI Group, any of its Domestic Subsidiaries or the Company other than the assets securing the Indebtedness being extended, renewed or refinanced and unconditionally released and discharged upon that the release and discharge principal or commitment amount of such Indebtedness does not exceed the principal or commitment amount of the Initial Lien. (b) Notwithstanding the restrictions described aboveIndebtedness being extended, the Company and the Material Subsidiaries may, directly renewed or indirectly, Incur or permit to exist any Lien that would otherwise be subject to the restrictions set forth in the immediately preceding paragraph without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured if, refinanced at the time of such Incurrence extension, renewal or permissionrefinancing, after giving effect thereto and or at the time the Lien was issued, created or assumed or otherwise permitted; (v) Investment Grade Permitted Liens; or (vi) Liens created in substitution of or as replacement for any Liens permitted by the preceding clauses (i) through (v) or this clause (vi), provided that, based on a good faith determination of an officer of the Company, the assets encumbered under any such substitute or replacement Lien is substantially similar in value to the retirement of any Secured Indebtedness assets encumbered by the otherwise permitted Lien which is concurrently being retiredreplaced. So long as the Credit Agreement is in effect, if the Notes are secured pursuant to the preceding paragraph in connection with securing any Specified New Senior Debt, the aggregate principal amount Notes shall be considered equally and ratably secured if they are secured pursuant to terms and provisions, including any collateral or other exclusions or exceptions described therein, no less favorable to the holders of outstanding Secured Indebtedness which would otherwise be subject to such restrictions (not including Permitted Liens) plus all Attributable Debt of Notes than those set forth in, or contemplated by, the Company and the Material Subsidiaries in respect of Sale Leaseback Transactions Credit Agreement with respect to any Restricted Property, does not exceed 15% of Total Assetssuch Specified New Senior Debt.” (c) the following definition shall be added to Section 1.01 in alphabetical order:

Fall-Away Event. In the event of the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain an Investment Grade Rating): (a) Sections 4.07, 4.08, 4.09, 410, 4.11, 4.16(a)(i), 4.16(c), 4.19 and 5.01(A)(d5.01(d) shall each no longer be in effect for the remaining term of the applicable Notes; and (b) Section 4.12 hereof shall be replaced in its entirety with the following covenant: (a) The Company will not, and will not permit any Material Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any Restricted Property securing any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. (b) Notwithstanding the restrictions described above, the Company and the Material Subsidiaries may, directly or indirectly, Incur or permit to exist any Lien that would otherwise be subject to the restrictions set forth in the immediately preceding paragraph without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured if, at the time of such Incurrence or permission, after giving effect thereto and to the retirement of any Secured Indebtedness which is concurrently being retired, the aggregate principal amount of outstanding Secured Indebtedness which would otherwise be subject to such restrictions (not including Permitted Liens) plus all Attributable Debt of the Company and the Material Subsidiaries in respect of Sale Leaseback Transactions with respect to any Restricted Property, does not exceed 15% of Total Assets.” (c) the following definition shall be added to Section 1.01 in alphabetical order:

Fall-Away Event. In the event of the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain an Investment Grade Rating): (a) Sections 4.07, 4.08, 4.09, 410, 4.11, 4.16(a)(iStatus), 4.16(c)(1) the covenants and provisions described under Section 1008, 4.19 Section 1009, Section 1010, Section 1011, Section 1012, Section 1015, Section 1016 and 5.01(A)(d) Section 1018 shall each no longer be in effect for the remaining term of the applicable Notes; and Securities, (2) the Company will no longer be subject to the financial test set forth in clause (3) under paragraph (a) of Section 801 or to clause (b) in the first paragraph or clause (c) in the first and fifth paragraphs under Section 4.12 hereof 1017 and (3) the covenants described under clause (a) and clause (b) below will be applicable. The covenants described under clause (a) and clause (b) below shall replace Sections 1011 and Section 1018 and will only be replaced applicable in its entirety with the following covenant:event of the occurrence of a Fall Away Event. (a) The Company will not, and will not permit any Material Restricted Subsidiary to, directly or indirectly, Incur or permit to exist incur any Lien to secure Indebtedness without making, or causing such Restricted Subsidiary to make, effective provision for securing the Securities on a subordinated (the “Initial Lien”second priority) of any nature whatsoever on any Restricted Property securing any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured basis for so long as such obligations are Indebtedness is so secured. Any The foregoing restrictions will not apply to: (i) any Lien existing on (or securing Indebtedness committed to but not outstanding on) the date of the Fall Away Event (which Lien in either case was not created in connection with, or in contemplation of, such Fall Away Event); (ii) any Lien in favor of only the Company or a Restricted Subsidiary; (iii) any Lien arising by reason of (1) any judgment, decree or order of any court, so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the benefit review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; (2) taxes, assessments or government charges not yet delinquent or which are being contested in good faith; (3) security for payment of workers' compensation or other insurance; (4) good faith deposits in connection with tenders or leases or other contracts (other than contracts for the payment of money); (5) zoning restrictions, easements, licenses, reservations, title defects, rights of others for rights of way, utilities, sewers, electric lines, telephone or telegraph lines, and other similar purposes, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, Liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the Holders leased property, with or without consent of the Notes pursuant lessee), none of which materially impairs the use of any parcel of property material to the preceding sentence shall provide operation of the business of the Company or any Subsidiary of the value of such property for the purpose of such business; (6) deposits to secure public or statutory obligations, or in lieu of surety or appeal bonds; or (7) operation of law in favor of mechanics, carriers, warehousemen, landlords, materialmen, laborers, employees or suppliers, incurred in the ordinary course of business for sums which are not yet delinquent or are being contested in good faith by its terms negotiations or by appropriate proceedings which suspend the collection thereof; (iv) any Lien securing Acquired Indebtedness created prior to (and not created in connection with, or in contemplation of) the incurrence of such Indebtedness by the Company or any Subsidiary; (v) any Lien to secure the performance bids, trade contracts, leases (including, without limitation, statutory and common law landlord's Liens), statutory obligations, surety and appeal bonds, letters of credit and other obligations of a like nature and incurred in the ordinary course of business of the Company or any Subsidiary; (vi) any Lien securing Indebtedness permitted to be incurred under Interest Rate Agreements or otherwise incurred to hedge interest rate risk; (vii) any Lien securing Capital Lease Obligations or Purchase Money Obligations incurred or assumed solely in connection with the acquisition, development or construction of real or personal, moveable or immovable property within 90 days of such incurrence or assumption; provided that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge Liens only extend to such acquired, developed or constructed property, such Liens secure Indebtedness in an amount not in excess of the Initial Lienoriginal purchase price or the original cost of any such assets or repair, addition or improvement thereto; (viii) Liens on assets transferred to a Securitization Entity or an asset of a Securitization Entity, in either case, incurred in connection with a Permitted Securitization Transaction; (ix) leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights), which do not materially interfere with the ordinary course of conduct of the business of the Company or any Restricted Subsidiary; (x) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary; (xi) any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the foregoing clauses (i) through (x) so long as no additional collateral is granted as security thereby; and (xii) Liens (not including Liens permitted by clauses (i) through (xi) above) securing Indebtedness in the aggregate principal amount outstanding at any one time not to exceed 10% of Consolidated Net Tangible Assets. (b) Notwithstanding the restrictions described aboveThe Company will not, the Company and the Material will not permit any of its Subsidiaries mayto, directly or indirectly, Incur or permit to exist enter into any Lien that would otherwise be subject to the restrictions set forth in the immediately preceding paragraph without effectively providing that the Notes shall be secured equally Sale and ratably with (or prior to) the obligations so secured if, at the time of such Incurrence or permission, after giving effect thereto and to the retirement of any Secured Indebtedness which is concurrently being retired, the aggregate principal amount of outstanding Secured Indebtedness which would otherwise be subject to such restrictions Leaseback Transaction (not including Permitted Liensany Sale and Leaseback Transaction in the form of an operating lease); PROVIDED, that the Company or one of its Subsidiaries may enter into a Sale and Leaseback Transaction if: (i) plus all Attributable Debt the Company or such Subsidiary could have incurred a Lien to secure the Indebtedness relating to such Sale and Leaseback Transaction pursuant to Section 1011; and (ii) the gross cash proceeds of such sale and leaseback transaction are at least equal to the Fair Market Value of the Company property that is the subject of such sale and the Material Subsidiaries in respect of Sale Leaseback Transactions with respect to any Restricted Property, does not exceed 15% of Total Assets.” (c) the following definition shall be added to Section 1.01 in alphabetical order:leaseback transaction. ARTICLE ELEVEN

Fall-Away Event. In If at any time the event of Notes have achieved the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain an Investment Grade Rating): (a) Sections 4.07Ratings, 4.08, 4.09, 410, 4.11, 4.16(a)(i), 4.16(c), 4.19 OI Group and 5.01(A)(d) the Restricted Subsidiaries of OI Group shall each thereafter no longer be subject to the covenants under Sections 4.11, 4.12, 4.13, 4.14 (other than provisions described in effect for the remaining term next paragraph), 4.15, 4.16, 4.17, clause (4) of the applicable Notes; andfirst paragraph of 5.01 and 10.08 (collectively, the “Extinguished Covenants”) (even if the Notes subsequently cease to have the Investment Grade Ratings), provided that if upon the receipt by the Notes of the Investment Grade Ratings, a Default or Event of Default has occurred and is continuing under this Indenture, the Company shall continue to be subject to the Extinguished Covenants until such time as no Default or Event of Default is continuing. (bi) Section 4.12 hereof shall be replaced Liens on cash and Cash Equivalents securing obligations in its entirety respect of letters of credit in accordance with the following covenant: terms of the Credit Agreement; (aii) The Company will not, and will not permit any Material Subsidiary to, directly or indirectly, Incur or permit to exist any Lien Liens existing on the Issue Date; (iii) Liens granted after the “Initial Lien”) of any nature whatsoever Issue Date on any Restricted Property assets of OI Group, any of its Domestic Subsidiaries or the Company securing Indebtedness of OI Group, any Indebtedness, other than Permitted Liens, without effectively providing that of its Domestic Subsidiaries or the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien Company created for the benefit in favor of the Holders of the Notes pursuant Notes; (iv) Liens securing Indebtedness which is incurred to the preceding sentence shall provide extend, renew or refinance Indebtedness which is secured by its terms Liens permitted to be incurred under this Indenture; provided that such Lien shall be automatically Liens do not extend to or cover any assets of OI Group, any of its Domestic Subsidiaries or the Company other than the assets securing the Indebtedness being extended, renewed or refinanced and unconditionally released and discharged upon that the release and discharge principal or commitment amount of such Indebtedness does not exceed the principal or commitment amount of the Initial Lien. (b) Notwithstanding the restrictions described aboveIndebtedness being extended, the Company and the Material Subsidiaries may, directly renewed or indirectly, Incur or permit to exist any Lien that would otherwise be subject to the restrictions set forth in the immediately preceding paragraph without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured if, refinanced at the time of such Incurrence extension, renewal or permissionrefinancing, after giving effect thereto and or at the time the Lien was issued, created or assumed or otherwise permitted; (v) Investment Grade Permitted Liens; or (vi) Liens created in substitution of or as replacement for any Liens permitted by the preceding clauses (i) through (v) or this clause (vi), provided that, based on a good faith determination of an officer of the Company, the assets encumbered under any such substitute or replacement Lien is substantially similar in value to the retirement of any Secured Indebtedness assets encumbered by the otherwise permitted Lien which is concurrently being retiredreplaced. So long as the Credit Agreement is in effect, if the Notes are secured pursuant to the preceding paragraph, the aggregate principal amount Notes shall be considered equally and ratably secured if they are secured pursuant to terms and provisions, including any collateral or other exclusions or exceptions described therein, no less favorable to the holders of outstanding Secured Indebtedness which would otherwise be subject to such restrictions (not including Permitted Liens) plus all Attributable Debt of Notes than those set forth in, or contemplated by, the Company and the Material Subsidiaries in respect of Sale Leaseback Transactions Credit Agreement with respect to any Restricted Property, does not exceed 15% of Total AssetsSpecified New Senior Debt.” (c) the following definition shall be added to Section 1.01 in alphabetical order:

Fall-Away Event. In the event of the occurrence of a Fall Away Event (and notwithstanding the failure of the Company Issuer subsequently to maintain an Investment Grade Rating): (a) Sections 4.07, 4.08, 4.09, 410, 4.11, 4.16(a)(i), 4.16(c), 4.18, 4.19 and 5.01(A)(d5.01(a)(4) and Article 12 shall each no longer be in effect for the remaining term of the applicable Notes; and (b) Section 4.12 hereof shall be replaced in its entirety with the following covenant: (a) The Company Parent will not, and will not permit any Material Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any Restricted Property securing any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. (b) Notwithstanding the restrictions described above, the Company Parent and the Material Subsidiaries may, directly or indirectly, Incur or permit to exist any Lien that would otherwise be subject to the restrictions set forth in the immediately preceding paragraph Section 4.12(a) without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured if, at the time of such Incurrence or permission, after giving effect thereto and to the retirement of any Secured Indebtedness which is concurrently being retired, the aggregate principal amount of outstanding Secured Indebtedness which would otherwise be subject to such restrictions (not including Permitted Liens) plus all Attributable Debt of the Company Parent and the Material Subsidiaries in respect of Sale Leaseback Transactions with respect to any Restricted Property, does not exceed 15% of Total Assets.” (c) the following definition shall be added to Section 1.01 in alphabetical order:

Fall-Away Event. In If at any time the event of Notes have achieved the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain an Investment Grade Rating): (a) Ratings, OI Group and the Restricted Subsidiaries of OI Group shall thereafter no longer be subject to the covenants under Sections 4.07, 4.08, 4.09, 4104.10, 4.11, 4.16(a)(i4.12, 4.13, 4.14, 4.15, 4.16, 4.17, clause (4) of the first paragraph of 5.01 and 10.08 (collectively, the “Extinguished Covenants”) (even if the Notes subsequently cease to have the Investment Grade Ratings), 4.16(c)provided that if upon the receipt by the Notes of the Investment Grade Ratings, 4.19 a Default or Event of Default has occurred and 5.01(A)(d) is continuing under this Indenture, the Company shall each continue to be subject to the Extinguished Covenants until such time as no Default or Event of Default is continuing. Notwithstanding the foregoing, at the time OI Group and the Restricted Subsidiaries are no longer be in effect for subject to the remaining term of the applicable Notes; and (b) Section 4.12 hereof shall be replaced in its entirety with Extinguished Covenants, the following covenantcovenant shall apply to OI Group and its Domestic Subsidiaries and the Company: (ai) The Company will not, Liens on cash and will not permit any Material Subsidiary to, directly or indirectly, Incur or permit to exist any Lien Cash Equivalents securing obligations in respect of letters of credit in accordance with the terms of the Credit Agreement; (ii) Liens existing on the “Initial Lien”Issue Date; (iii) of any nature whatsoever Liens granted after the Issue Date on any Restricted Property assets of OI Group, the Company or any Domestic Subsidiaries securing Indebtedness of OI Group, the Company or any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien Domestic Subsidiaries created for the benefit in favor of the Holders of the Notes pursuant Notes; (iv) Liens securing Indebtedness which is incurred to the preceding sentence shall provide extend, renew or refinance Indebtedness which is secured by its terms Liens permitted to be incurred under this Indenture; provided that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge Liens do not extend to or cover any assets of the Initial Lien. (b) Notwithstanding the restrictions described aboveOI Group, the Company or any Domestic Subsidiaries other than the assets securing the Indebtedness being extended, renewed or refinanced and the Material Subsidiaries may, directly or indirectly, Incur or permit to exist any Lien that would otherwise be subject to the restrictions set forth in the immediately preceding paragraph without effectively providing that the Notes shall be secured equally and ratably with (principal or prior to) commitment amount of such Indebtedness does not exceed the obligations so secured ifprincipal or commitment amount of the Indebtedness being extended, renewed or refinanced at the time of such Incurrence extension, renewal or permissionrefinancing, after giving effect thereto and or at the time the Lien was issued, created or assumed or otherwise permitted; (v) Investment Grade Permitted Liens; or (vi) Liens created in substitution of or as replacement for any Liens permitted by the preceding clauses (i) through (v) or this clause (vi), provided that, based on a good faith determination of an officer of the Company, the assets encumbered under any such substitute or replacement Lien is substantially similar in value to the retirement of any Secured Indebtedness assets encumbered by the otherwise permitted Lien which is concurrently being retiredreplaced. So long as the Credit Agreement is in effect, if the Notes are secured pursuant to the preceding paragraph, the aggregate principal amount Notes shall be considered equally and ratably secured if they are secured pursuant to terms and provisions, including any exclusions or exceptions described therein, no less favorable to the holders of outstanding Secured Indebtedness which would otherwise be subject to such restrictions (not including Permitted Liens) plus all Attributable Debt of Notes than those set forth in, or contemplated by, the Company and the Material Subsidiaries in respect of Sale Leaseback Transactions Credit Agreement with respect to any Restricted Property, does not exceed 15% of Total Assetsthe OBGC Existing Senior Notes that are secured.” (c) the following definition shall be added to Section 1.01 in alphabetical order:

Fall-Away Event. In the event of the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain an Investment Grade Rating): (a) Sections 4.07, 4.08, 4.08 4.09, 410, 4.11, 4.16(a)(i), 4.16(c)4.16, 4.19 and 5.01(A)(d5.01(4) hereof shall each no longer be in effect for the remaining term of the applicable Notes; and (b) Section 4.12 hereof shall be replaced in its entirety with the following covenant: (a) The Company will not, and will not permit any Material Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “‘Initial Lien”’) of any nature whatsoever on any Restricted Property securing any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. (b) Notwithstanding the restrictions described above, the Company and the Material its Restricted Subsidiaries may, directly or indirectly, Incur or permit to exist any Lien that would otherwise be subject to the restrictions set forth in the immediately preceding paragraph without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured if, at the time of such Incurrence or permission, after giving effect thereto and to the retirement of any Secured Indebtedness which is concurrently being retired, the aggregate principal amount of outstanding Secured Indebtedness which would otherwise be subject to such restrictions (not including Permitted Liens) plus all Attributable Debt of the Company and the Material its Restricted Subsidiaries in respect of Sale Leaseback Transactions with respect to any Restricted Property, does not exceed 15% of Total Assets.” (c) the following definition shall be added to Section 1.01 in alphabetical order:

Fall-Away Event. In If at any time the event of Notes have achieved the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain an Investment Grade Rating): (a) Ratings, OI Group and the Restricted Subsidiaries of OI Group shall thereafter no longer be subject to the covenants under Sections 4.07, 4.08, 4.09, 4104.10, 4.11, 4.16(a)(i4.12, 4.13, 4.14, 4.15, 4.16, 4.17 and 4.18 (collectively, the "EXTINGUISHED COVENANTS"), 4.16(c)PROVIDED that if upon the receipt by the Notes of the Investment Grade Ratings, 4.19 a Default or Event of Default has occurred and 5.01(A)(d) is continuing under this Indenture, the Company shall each continue to be subject to the Extinguished Covenants until such time as no Default or Event of Default is continuing. Notwithstanding the foregoing, at the time OI Group and the Restricted Subsidiaries are no longer be in effect for subject to the remaining term of the applicable Notes; and (b) Section 4.12 hereof shall be replaced in its entirety with Extinguished Covenants, the following covenantcovenant shall apply to OI Group and its Domestic Subsidiaries: (ai) The Company will not, Liens on cash and will not permit any Material Subsidiary to, directly or indirectly, Incur or permit to exist any Lien Cash Equivalents securing obligations in respect of letters of credit in accordance with the terms of the Credit Agreement; (ii) Liens existing on the “Initial Lien”Issue Date; (iii) of any nature whatsoever Liens granted after the Issue Date on any Restricted Property assets of OI Group or any of its Domestic Subsidiaries securing Indebtedness of OI Group or any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien of its Domestic Subsidiaries created for the benefit in favor of the Holders of the Notes pursuant Notes; (iv) Liens securing Indebtedness which is incurred to the preceding sentence shall provide extend, renew or refinance Indebtedness which is secured by its terms Liens permitted to be incurred under this Indenture; PROVIDED that such Lien shall be automatically Liens do not extend to or cover any assets of OI Group or any of its Domestic Subsidiaries other than the assets securing the Indebtedness being extended, renewed or refinanced and unconditionally released and discharged upon that the release and discharge principal or commitment amount of such Indebtedness does not exceed the principal or commitment amount of the Initial Lien. (b) Notwithstanding the restrictions described aboveIndebtedness being extended, the Company and the Material Subsidiaries may, directly renewed or indirectly, Incur or permit to exist any Lien that would otherwise be subject to the restrictions set forth in the immediately preceding paragraph without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured if, refinanced at the time of such Incurrence extension, renewal or permissionrefinancing, after giving effect thereto and or at the time the Lien was issued, created or assumed or otherwise permitted; (v) Investment Grade Permitted Liens; or (vi) Liens created in substitution of or as replacement for any Liens permitted by the preceding clauses (i) through (v) or this clause (vi), PROVIDED that, based on a good faith determination of an officer of the Company, the assets encumbered under any such substitute or replacement Lien is substantially similar in value to the retirement of any Secured Indebtedness assets encumbered by the otherwise permitted Lien which is concurrently being retiredreplaced. Upon the assignment of the Company's obligations under this Indenture to OI Inc. as described in Section 5.03 of this Indenture, the aggregate principal amount limitations described in this paragraph shall apply to Liens securing Indebtedness of outstanding Secured OI Inc. and its Domestic Subsidiaries in lieu of Liens securing Indebtedness which would otherwise be subject of OI Group and its Domestic Subsidiaries and references to such restrictions (not including OI Group or the Company in the definition of "Investment Grade Permitted Liens) plus all Attributable Debt " shall become references to OI Inc., unless the context otherwise requires. For purposes of this Indenture, the Notes and the Guarantees of the Company and Notes, so long as the Material Subsidiaries Credit Agreement is in respect of Sale Leaseback Transactions with respect to any Restricted Propertyeffect, does not exceed 15% of Total Assets.” (c) the following definition Notes shall be added considered equally and ratably secured if they are secured pursuant to Section 1.01 in alphabetical order:terms and provisions, including any exclusions or exceptions described therein, no less favorable to the holders of Notes than those set forth in, or contemplated by, the Credit Agreement.

Fall-Away Event. In the event of the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain an Investment Grade Rating): (a) Sections 4.07, 4.08, 4.09, 410, 4.11, 4.16(a)(i), 4.16(c), 4.19 and 5.01(A)(d5.01(d) shall each no longer be in effect for the remaining term of the applicable Notes; and (b) Section 4.12 hereof shall be replaced in its entirety with the following covenant: (a) The Company will not, and will not permit any Material Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any Restricted Property securing any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. (b) Notwithstanding the restrictions described above, the Company and the Material its Restricted Subsidiaries may, directly or indirectly, Incur or permit to exist any Lien that would otherwise be subject to the restrictions set forth in the immediately preceding paragraph without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured if, at the time of such Incurrence or permission, after giving effect thereto and to the retirement of any Secured Indebtedness which is concurrently being retired, the aggregate principal amount of outstanding Secured Indebtedness which would otherwise be subject to such restrictions (not including Permitted Liens) plus all Attributable Debt of the Company and the Material its Restricted Subsidiaries in respect of Sale Leaseback Transactions with respect to any Restricted Property, does not exceed 15% of Total Assets.” (c) the following definition shall be added to Section 1.01 in alphabetical order:

Fall-Away Event. In If at any time the event of Notes have achieved the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain an Investment Grade Rating): (a) Sections 4.07Ratings, 4.08, 4.09, 410, 4.11, 4.16(a)(i), 4.16(c), 4.19 OI Group and 5.01(A)(d) the Restricted Subsidiaries of OI Group shall each thereafter no longer be subject to the covenants under Sections 4.11, 4.12, 4.13, 4.14 (other than the provisions described in effect for the remaining term next paragraph), 4.15, 4.16 and 4.17, clause (4) of the applicable Notes; andfirst paragraph of Section 5.01 and Section 10.08 (collectively, the “Extinguished Covenants”) (even if the Notes subsequently cease to have the Investment Grade Ratings), provided that if upon the receipt by the Notes of the Investment Grade Ratings, a Default or Event of Default has occurred and is continuing under this Indenture, the Company shall continue to be subject to the Extinguished Covenants until such time as no Default or Event of Default is continuing. (bi) Section 4.12 hereof shall be replaced Liens on cash and Cash Equivalents securing obligations in its entirety respect of letters of credit in accordance with the following covenant: terms of the Credit Agreement; (aii) The Company will not, and will not permit any Material Subsidiary to, directly or indirectly, Incur or permit to exist any Lien Liens existing on the Issue Date; (iii) Liens granted after the “Initial Lien”) of any nature whatsoever Issue Date on any Restricted Property assets of OI Group or any of its Domestic Subsidiaries securing Indebtedness of OI Group or any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien of its Domestic Subsidiaries created for the benefit in favor of the Holders of the Notes pursuant Notes; (iv) Liens securing Indebtedness which is incurred to the preceding sentence shall provide extend, renew or refinance Indebtedness which is secured by its terms Liens permitted to be incurred under this Indenture; provided that such Lien shall be automatically Liens do not extend to or cover any assets of OI Group or any of its Domestic Subsidiaries other than the assets securing the Indebtedness being extended, renewed or refinanced and unconditionally released and discharged upon that the release and discharge principal or commitment amount of such Indebtedness does not exceed the principal or commitment amount of the Initial Lien. (b) Notwithstanding the restrictions described aboveIndebtedness being extended, the Company and the Material Subsidiaries may, directly renewed or indirectly, Incur or permit to exist any Lien that would otherwise be subject to the restrictions set forth in the immediately preceding paragraph without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured if, refinanced at the time of such Incurrence extension, renewal or permissionrefinancing, after giving effect thereto and or at the time the Lien was issued, created or assumed or otherwise permitted; (v) Investment Grade Permitted Liens; or (vi) Liens created in substitution of or as replacement for any Liens permitted by the preceding clauses (i) through (v) or this clause (vi), provided that, based on a good faith determination of an officer of the Company, the assets encumbered under any such substitute or replacement Lien is substantially similar in value to the retirement of any Secured Indebtedness assets encumbered by the otherwise permitted Lien which is concurrently being retiredreplaced. Upon the assignment of the Company’s obligations under this Indenture to OI Inc. as described in Section 5.03 of this Indenture, the aggregate principal amount limitations described in this paragraph shall apply to Liens securing Indebtedness of outstanding Secured OI Inc. and its Domestic Subsidiaries in lieu of Liens securing Indebtedness which would otherwise be subject of OI Group and its Domestic Subsidiaries, and references to such restrictions (not including OI Group or the Company in the definition of “Investment Grade Permitted Liens) plus all Attributable Debt ” shall become references to OI Inc., unless the context otherwise requires. So long as the Credit Agreement is in effect, if the Notes are secured pursuant to the preceding paragraph, the Notes shall be considered equally and ratably secured if they are secured pursuant to terms and provisions, including any collateral or other exclusions or exceptions described therein, no less favorable to the holders of Notes than those set forth in, or contemplated by, the Company and the Material Subsidiaries in respect of Sale Leaseback Transactions Credit Agreement with respect to any Restricted Property, does not exceed 15% of Total AssetsSpecified New Senior Debt.” (c) the following definition shall be added to Section 1.01 in alphabetical order:

Fall-Away Event. In the event of the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain an Investment Grade Rating):Event: (a) Sections 4.07, 4.08, 4.09, 4104.13, 4.115.02, 4.16(a)(i)5.03, 4.16(c)5.04, 4.19 5.05, 5.06, 5.07, 5.08, 5.10, 5.12 and 5.01(A)(d6.01(c) and the definitions relevant thereto shall each no longer be in effect for the remaining term of the applicable Notes; andNotes and any Note Guarantees then in effect shall be automatically released. (b) Section 4.12 hereof From and after the date of the Fall Away Event, the Company shall be replaced in its entirety not, and shall not permit any Subsidiary of the Company to, issue, assume or guarantee any Debt if such Debt is secured by any Lien upon any Principal Property of the Company or any Subsidiary of the Company, whether owned at the date of the Fall Away Event or thereafter acquired, without effectively securing the Notes equally and ratably with the following covenantsuch Debt. The foregoing restriction does not apply to: (ai) The Liens on any property acquired, constructed or improved after the date of the Fall Away Event (including Liens on Capital Stock) which are created or assumed within 24 months after such acquisition, construction or improvement (or within six months thereafter pursuant to a firm commitment for financing arrangements entered into within such 24 month period) to secure or provide for the payment of the purchase price or cost thereof incurred after the date of the Fall Away Event, or (ii) existing Liens on property acquired (including Liens on Capital Stock), provided such Liens shall not apply to any property (or Capital Stock) theretofore owned by the Company or a Subsidiary of the Company; (2) Liens existing on any property (including Liens on Capital Stock) acquired from a Person merged with or into the Company or a Subsidiary of the Company; (3) Liens on property (including Liens on Capital Stock) of any Person existing at the time it becomes a Subsidiary; (4) Liens securing Debt owed by a Subsidiary of the Company to the Company or to another Subsidiary of the Company; (5) Liens in favor of governmental bodies to secure advance or other payments pursuant to any contract or statute or to secure Indebtedness Incurred to finance the purchase price or cost of constructing or improving the property subject to such Liens; (6) Liens securing tax exempt Indebtedness of the Company or a Subsidiary of the Company; (7) banker’s Liens and rights of offset of the holders of Indebtedness of the Company or a Subsidiary of the Company on monies deposited by the Company or a Subsidiary of the Company with such holders of Indebtedness in the Ordinary Course of Business of the Company or any such Subsidiary of the Company; or (8) Liens for extending, renewing or replacing Debt secured by any Lien referred to in the foregoing clauses (1) to (7) inclusive or in this clause or any Lien existing on the date of the Fall Away Event, provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property). Such restriction does not apply to the issuance, assumption or guarantee by the Company or any Subsidiary of the Company of Debt secured by a Lien which would otherwise be subject to the foregoing restriction up to an aggregate amount which, together with all other secured Debt (not including secured Debt permitted under the foregoing exceptions) and the Value of Significant Sale and Leaseback Transactions existing at such time (other than Significant Sale and Leaseback Transactions the proceeds of which have been applied to the retirement of the Notes or of Funded Debt or to the purchase of other Principal Property, and other than Significant Sale and Leaseback Transactions in which the property involved would have been permitted to be subject to a Lien under clause (1) above), does not exceed 15% of Consolidated Net Tangible Assets. (c) From and after the date of the Fall Away Event, the Company will not, and will not permit any Material Subsidiary of the Company to, directly enter into any Significant Sale and Leaseback Transactions (except for leases between the Company and a Subsidiary of the Company or indirectly, Incur or permit between Subsidiaries of the Company) unless the net proceeds of such sale are at least equal to exist any Lien the fair market value of the subject Principal Property and: (the “Initial Lien”) of any nature whatsoever on any Restricted Property securing any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to1) the obligations so secured for so long as Company or such obligations are so secured. Any Lien created for the benefit Subsidiary of the Holders of Company would be entitled to incur Debt secured by a Lien on the property to be leased without securing the Notes pursuant to clause (1) of paragraph (b) above or (2) the preceding Value thereof would be an amount permitted under the last sentence shall provide by of paragraph (b) above or (3) the Company or any of its terms that Subsidiaries applies an amount equal to the fair market value of such Lien shall be automatically and unconditionally released and discharged upon Principal Property (a) to the release and discharge retirement of Funded Debt of the Initial Lien.Company or a Subsidiary of the Company or (b) to the purchase of Principal Property (other than that involved in such Sale and Leaseback Transaction). (d) Notwithstanding the restrictions described abovepreceding paragraphs (b) and (c), any Liens incurred or Significant Sale and Leaseback Transactions entered into prior to the Company date of the Fall Away Event shall be deemed permitted under such paragraphs whether or not such Liens and the Material Subsidiaries may, directly or indirectly, Incur or permit to exist any Lien that Significant Sale and Leaseback Transactions would otherwise be subject permitted to the restrictions set forth in the immediately preceding paragraph without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured if, at the time of such Incurrence or permission, after giving effect thereto and to the retirement of any Secured Indebtedness which is concurrently being retired, the aggregate principal amount of outstanding Secured Indebtedness which would otherwise be subject to such restrictions (not including Permitted Liens) plus all Attributable Debt of the Company and the Material Subsidiaries in respect of Sale Leaseback Transactions with respect to any Restricted Property, does not exceed 15% of Total Assetsexist.” (c) the following definition shall be added to Section 1.01 in alphabetical order:

Fall-Away Event. In the event of the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain an Investment Grade Rating): (a) Sections 4.07, 4.08, 4.09, 410, 4.11, 4.16(a)(i), 4.16(c), 4.18, 4.19 and 5.01(A)(d5.01(a)(4) and Article 12 shall each no longer be in effect for the remaining term of the applicable Notes; and (b) Section 4.12 hereof shall be replaced in its entirety with the following covenant: (a) The Company Parent will not, and will not permit any Material Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any Restricted Property securing any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. (b) Notwithstanding the restrictions described above, the Company Parent and the Material Subsidiaries may, directly or indirectly, Incur or permit to exist any Lien that would otherwise be subject to the restrictions set forth in the immediately preceding paragraph Section 4.12(a) without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured if, at the time of such Incurrence or permission, after giving effect thereto and to the retirement of any Secured Indebtedness which is concurrently being retired, the aggregate principal amount of outstanding Secured Indebtedness which would otherwise be subject to such restrictions (not including Permitted Liens) plus all Attributable Debt of the Company Parent and the Material Subsidiaries in respect of Sale Leaseback Transactions with respect to any Restricted Property, does not exceed 15% of Total Assets.” (c) the following definition shall be added to Section 1.01 in alphabetical order:

Fall-Away Event. In the event of the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain an Investment Grade Rating): (a) Sections 4.07, 4.08, 4.09, 410, 4.11, 4.16(a)(iStatus), 4.16(c)(1) the covenants and provisions described under Section 1008, 4.19 Section 1009, Section 1010, Section 1011, Section 1012, Section 1015, Section 1016 and 5.01(A)(d) Section 1018 shall each no longer be in effect for the remaining term of the applicable Notes; and Securities, (2) the Company will no longer be subject to the financial test set forth in clause (3) under paragraph (a) of Section 801 or to clause (b) in the first paragraph or clause (c) in the first and fifth paragraphs under Section 4.12 hereof 1017 and (3) the covenants described under clause (a) and clause (b) below will be applicable. The covenants described under clause (a) and clause (b) below shall replace Sections 1011 and Section 1018 and will only be replaced applicable in its entirety with the following covenant:event of the occurrence of a Fall Away Event. (a) The Company will not, and will not permit any Material Restricted Subsidiary to, directly or indirectly, Incur or permit to exist incur any Lien to secure Indebtedness without making, or causing such Restricted Subsidiary to make, effective provision for securing the Securities on an equal and ratable basis (or, in the “Initial Lien”) case of any nature whatsoever on any Restricted Property a Lien securing any subordinated Indebtedness, other than Permitted Lienson a prior and senior basis, without effectively providing that with the Notes same relative priority as the Securities, shall be secured equally and ratably have with (or prior torespect to such subordinated Indebtedness) the obligations so secured for so long as such obligations are Indebtedness is so secured. Any The foregoing restrictions will not apply to: (i) any Lien existing on (or securing Indebtedness committed to but not outstanding on) the date of the Fall Away Event (which Lien in either case was not created in connection with, or in contemplation of, such Fall Away Event); (ii) any Lien in favor of only the Company or a Restricted Subsidiary; (iii) any Lien arising by reason of (1) any judgment, decree or order of any court, so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the benefit review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; (2) taxes, assessments or government charges not yet delinquent or which are being contested in good faith; (3) security for payment of workers' compensation or other insurance; (4) good faith deposits in connection with tenders or leases or other contracts (other than contracts for the payment of money); (5) zoning restrictions, easements, licenses, reservations, title defects, rights of others for rights of way, utilities, sewers, electric lines, telephone or telegraph 123 lines, and other similar purposes, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, Liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the Holders leased property, with or without consent of the Notes pursuant lessee), none of which materially impairs the use of any parcel of property material to the preceding sentence shall provide operation of the business of the Company or any Subsidiary of the value of such property for the purpose of such business; (6) deposits to secure public or statutory obligations, or in lieu of surety or appeal bonds; or (7) operation of law in favor of mechanics, carriers, warehousemen, landlords, materialmen, laborers, employees or suppliers, incurred in the ordinary course of business for sums which are not yet delinquent or are being contested in good faith by its terms negotiations or by appropriate proceedings which suspend the collection thereof; (iv) any Lien securing Acquired Indebtedness created prior to (and not created in connection with, or in contemplation of) the incurrence of such Indebtedness by the Company or any Subsidiary; (v) any Lien to secure the performance bids, trade contracts, leases (including, without limitation, statutory and common law landlord's Liens), statutory obligations, surety and appeal bonds, letters of credit and other obligations of a like nature and incurred in the ordinary course of business of the Company or any Subsidiary; (vi) any Lien securing Indebtedness permitted to be incurred under Interest Rate Agreements or otherwise incurred to hedge interest rate risk; (vii) any Lien securing Capital Lease Obligations or Purchase Money Obligations incurred or assumed solely in connection with the acquisition, development or construction of real or personal, moveable or immovable property within 90 days of such incurrence or assumption; provided that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge Liens only extend to such acquired, developed or constructed property, such Liens secure Indebtedness in an amount not in excess of the Initial Lien.original purchase price or the original cost of any such assets or repair, addition or improvement thereto; (bviii) Notwithstanding Liens on assets transferred to a Securitization Entity or an asset of a Securitization Entity, in either case, incurred in connection with a Permitted Securitization Transaction; (ix) leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights), which do not materially interfere with the restrictions described above, ordinary course of conduct of the business of the Company and or any Restricted Subsidiary; (x) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Material Subsidiaries mayCompany or another Restricted Subsidiary; (xi) any extension, directly renewal, refinancing or indirectlyreplacement, Incur in whole or permit to exist in part, of any Lien that would otherwise be subject to the restrictions set forth described in the immediately preceding paragraph without effectively providing that the Notes shall be secured equally foregoing clauses (i) through (x) so long as no additional collateral is granted as security thereby; and ratably with 124 (or prior toxii) the obligations so secured if, at the time of such Incurrence or permission, after giving effect thereto and to the retirement of any Secured Liens (not including Liens permitted by clauses (i) through (xi) above) securing Indebtedness which is concurrently being retired, in the aggregate principal amount of outstanding Secured Indebtedness which would otherwise be subject at any one time not to such restrictions (not including Permitted Liens) plus all Attributable Debt of the Company and the Material Subsidiaries in respect of Sale Leaseback Transactions with respect to any Restricted Property, does not exceed 1510% of Total Consolidated Net Tangible Assets.” (c) the following definition shall be added to Section 1.01 in alphabetical order:

Fall-Away Event. In If at any time the event of Notes have achieved the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain an Investment Grade Rating): (a) Ratings, OI Group and the Restricted Subsidiaries of OI Group shall thereafter no longer be subject to the covenants under Sections 4.07, 4.08, 4.09, 4104.10, 4.11, 4.16(a)(i4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 10.08 (collectively, the "EXTINGUISHED COVENANTS"), 4.16(c)PROVIDED that if upon the receipt by the Notes of the Investment Grade Ratings, 4.19 a Default or Event of Default has occurred and 5.01(A)(d) is continuing under this Indenture, the Company shall each continue to be subject to the Extinguished Covenants until such time as no Default or Event of Default is continuing. Notwithstanding the foregoing, at the time OI Group and the Restricted Subsidiaries are no longer be in effect for subject to the remaining term of the applicable Notes; and (b) Section 4.12 hereof shall be replaced in its entirety with Extinguished Covenants, the following covenantcovenant shall apply to OI Group and its Domestic Subsidiaries: (ai) The Company will not, Liens on cash and will not permit any Material Subsidiary to, directly or indirectly, Incur or permit to exist any Lien Cash Equivalents securing obligations in respect of letters of credit in accordance with the terms of the Credit Agreement; (ii) Liens existing on the “Initial Lien”Issue Date; (iii) of any nature whatsoever Liens granted after the Issue Date on any Restricted Property assets of OI Group or any of its Domestic Subsidiaries securing Indebtedness of OI Group or any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien of its Domestic Subsidiaries created for the benefit in favor of the Holders of the Notes pursuant Notes; (iv) Liens securing Indebtedness which is incurred to the preceding sentence shall provide extend, renew or refinance Indebtedness which is secured by its terms Liens permitted to be incurred under this Indenture; PROVIDED that such Lien shall be automatically Liens do not extend to or cover any assets of OI Group or any of its Domestic Subsidiaries other than the assets securing the Indebtedness being extended, renewed or refinanced and unconditionally released and discharged upon that the release and discharge principal or commitment amount of such Indebtedness does not exceed the principal or commitment amount of the Initial Lien. (b) Notwithstanding the restrictions described aboveIndebtedness being extended, the Company and the Material Subsidiaries may, directly renewed or indirectly, Incur or permit to exist any Lien that would otherwise be subject to the restrictions set forth in the immediately preceding paragraph without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured if, refinanced at the time of such Incurrence extension, renewal or permissionrefinancing, after giving effect thereto and or at the time the Lien was issued, created or assumed or otherwise permitted; (v) Investment Grade Permitted Liens; or (vi) Liens created in substitution of or as replacement for any Liens permitted by the preceding clauses (i) through (v) or this clause (vi), PROVIDED that, based on a good faith determination of an officer of the Company, the assets encumbered under any such substitute or replacement Lien is substantially similar in value to the retirement of any Secured Indebtedness assets encumbered by the otherwise permitted Lien which is concurrently being retiredreplaced. Upon the assignment of the Company's obligations under this Indenture to OI Inc. as described in Section 5.03 of this Indenture, the aggregate principal amount limitations described in this paragraph shall apply to Liens securing Indebtedness of outstanding Secured OI Inc. and its Domestic Subsidiaries in lieu of Liens securing Indebtedness which would otherwise be subject of OI Group and its Domestic Subsidiaries and references to such restrictions (not including OI Group or the Company in the definition of "Investment Grade Permitted Liens) plus all Attributable Debt " shall become references to OI Inc., unless the context otherwise requires. For purposes of this Indenture, the Notes and the Guarantees of the Company and Notes, so long as the Material Subsidiaries Credit Agreement is in respect of Sale Leaseback Transactions with respect to any Restricted Propertyeffect, does not exceed 15% of Total Assets.” (c) the following definition Notes shall be added considered equally and ratably secured if they are secured pursuant to Section 1.01 in alphabetical order:terms and provisions, including any exclusions or exceptions described therein, no less favorable to the holders of Notes than those set forth in, or contemplated by, the Credit Agreement.