Exhibit 4.23
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XXXXX-XXXXXXXX GLASS CONTAINER INC.
ISSUER
AND
THE GUARANTORS SET FORTH IN ANNEX A ATTACHED HERETO
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SECOND SUPPLEMENTAL INDENTURE
DATED AS OF JUNE __, 2002
8 7/8% SENIOR SECURED NOTES DUE 2009
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U.S. BANK NATIONAL ASSOCIATION
TRUSTEE
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Second Supplemental Indenture, dated as of June __, 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 Xxxxx-Xxxxxxxx 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 7/8% Senior Secured Notes due 2009 (the
"NOTES");
WHEREAS, in connection with the Company's offer to exchange the
Notes for 8 7/8% 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.
2
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the date first above
written.
XXXXX-XXXXXXXX GLASS CONTAINER INC.
By: ____________________________________
Name:
Title:
On behalf of each entity named on the
attached ANNEX A, in the capacity set forth
for such entity on such ANNEX A
By: ____________________________________
Name:
Title:
U.S. Bank National Association, as Trustee
By: ____________________________________
Name:
Title:
3
ANNEX A
TITLE OF OFFICER EXECUTING ON
NAME OF ENTITY BEHALF OF SUCH ENTITY
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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
Xxxxxxxx Realty Corporation Vice President and Secretary
Xxxxxxxx Research, Inc. Vice President and Secretary
Continental PET Technologies, Inc. Vice President and Secretary
MARC Industries, Inc. Vice President and Secretary
Xxxxxxx 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
ANNEX A-1
TITLE OF OFFICER EXECUTING ON
NAME OF ENTITY BEHALF OF SUCH ENTITY
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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
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
Xxxxx-XxxXxx Medical Company Vice President and Secretary of
each general partner
Xxxxx-Xxxxxxxx Glass Container Trading Vice President and Secretary
Company
Xxxxx-Xxxxxxxx Packaging, Inc. Vice President and Secretary
Xxxxx-Xxxxxxxx Plastic Products Inc. Vice President and Secretary
Xxxxx-Illinois Closure Inc. Vice President and Secretary
ANNEX A-2
TITLE OF OFFICER EXECUTING ON
NAME OF ENTITY BEHALF OF SUCH ENTITY
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Xxxxx-Illinois General Inc. Vice President and Secretary
Xxxxx-Illinois Group, Inc. Vice President, Director of
Finance and Secretary
Xxxxx-Illinois Prescription Products Inc. Vice President and Secretary
Xxxxx-Illinois Specialty Products Puerto Vice President and Secretary
Rico, Inc.
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
ANNEX A-3
