Owens-Illinois, Inc. Underwriting AgreementUnderwriting Agreement • December 7th, 2004 • Owens Illinois Inc /De/ • Glass containers • New York
The Stockholders of Owens-Illinois, Inc., a Delaware corporation (the “Company”), named in Schedule II hereto (collectively, the “Selling Stockholders”) severally propose to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of Common Stock, $.01 par value (“Common Stock”), of the Company, set forth in Schedule I hereto (said shares to be sold by the Selling Stockholders being hereinafter called the “Underwritten Securities”). The Selling Stockholders also propose to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule II hereto to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives
OWENS-ILLINOIS, INC., Issuer AND OWENS-ILLINOIS GROUP, INC. OWENS-BROCKWAY PACKAGING, INC., The Guaranteeing Subsidiaries AND THE BANK OF NEW YORK, as TrusteeSecond Supplemental Indenture • December 7th, 2004 • Owens Illinois Inc /De/ • Glass containers • New York
Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of December 1, 2004 among Owens-Illinois, Inc. (or its permitted successor), a Delaware corporation (the “Company”), Owens-Illinois Group, Inc., a Delaware corporation (“Group”), and Owens-Brockway Packaging, Inc., a Delaware corporation (“Packaging”) (each of Group and Packaging, a “Guaranteeing Subsidiary”), subsidiaries of the Company, and The Bank of New York, as trustee under the indenture referred to below (the “Trustee”).
