Form 8-K

8-K — O-I Glass, Inc. /DE/

Accession: 0001104659-26-063186

Filed: 2026-05-18

Period: 2026-05-18

CIK: 0000812074

SIC: 3221 (GLASS CONTAINERS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

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0000812074

2026-05-18

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 or 15(d) of

The Securities

Exchange Act of 1934

May 18, 2026

Date of Report (Date of earliest event reported)

O-I

GLASS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

1-9576

22-2781933

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

One Michael Owens Way

Perrysburg,

Ohio

(Address

of principal executive offices)

43551-2999

(Zip

Code)

(567)

336-5000

(Registrant’s telephone number, including

area code)

(Former name or former address,

if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol

Name

of each exchange on which

registered

Common stock, $.01 par value

New York Stock Exchange

Indicate by check mark whether the registrant is

an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry Into A Material Definitive Agreement.

On May 18, 2026, Owens-Brockway Glass

Container Inc. (“OBGC”), a Delaware corporation and an indirect wholly owned subsidiary of O-I Glass, Inc.

(“O-I Glass”), completed a private offering of $500 million aggregate principal amount of its 9.500% Senior Notes due

2033 (the “Notes”) to eligible purchasers under Rule 144A and Regulation S of the U.S. Securities Act of 1933, as

amended (the “Securities Act”). The Notes are fully and unconditionally guaranteed, on a joint and several basis, by

Owens-Illinois Group, Inc. (“OI Group”) and certain U.S. domestic subsidiaries of OI Group that are guarantors

under OI Group’s credit agreement.

The relevant terms of the Notes are set forth in

the indenture, dated as of May 18, 2026 (the “Indenture”), by and among OBGC, the guarantors party thereto, including

OI Group, and Regions Bank, as trustee. A copy of the Indenture (including the form of the global note) is attached hereto as Exhibit 4.1

and is incorporated herein by reference.

The descriptions in this Current Report of the

Notes and the Indenture are not intended to be a complete description of those documents and are qualified in their entirety by the full

text of the Indenture, including the form of the Note contained therein, which is attached as an exhibit to and incorporated by reference

in this Current Report.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this

report is incorporated in this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit

No.

Description

4.1

Indenture, dated as of May 18, 2026, by and among Owens-Brockway Glass Container Inc., the guarantors party thereto and Regions Bank, as trustee

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

O-I GLASS, INC.

Date: May 18, 2026

By:

/s/ John A. Haudrich

Name:

John A. Haudrich

Title:

Senior Vice President and Chief Financial Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2614509d2_ex4-1.htm · Sequence: 2

Exhibit 4.1

OWENS-BROCKWAY GLASS CONTAINER INC.

the Company

and

The Guarantors set forth in Annex A attached hereto

INDENTURE

dated as of May 18, 2026

Regions Bank

the Trustee

TABLE OF CONTENTS

Page

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.

Certain

Definitions

Section 1.02.

Other

Definitions

Section 1.03.

Rules of

Construction

ARTICLE 2.

THE SECURITIES

Section 2.01.

Unlimited

in Amount, Form and Dating

Section 2.02.

Execution

and Authentication

Section 2.03.

Registrar

and Paying Agent

Section 2.04.

Paying

Agent to Hold Money in Trust

Section 2.05.

Holder

Lists

Section 2.06.

Transfer

and Exchange

Section 2.07.

Replacement

Notes

Section 2.08.

Outstanding

Notes

Section 2.09.

Temporary

Notes

Section 2.10.

Cancellation

Section 2.11.

Defaulted

Interest

Section 2.12.

Special

Record Dates

Section 2.13.

CUSIP

and ISIN Numbers

Section 2.14.

Denominations

Section 2.15.

Agents

ARTICLE 3.

REDEMPTION

Section 3.01.

Notices

to Trustee

Section 3.02.

Selection

of Notes to Be Redeemed

Section 3.03.

Notice

of Redemption

Section 3.04.

Effect

of Notice of Redemption

Section 3.05.

Deposit

of Redemption Price

Section 3.06.

Notes

Redeemed in Part

Section 3.07.

[Reserved]

Section 3.08.

Optional

Redemption

Section 3.09.

[Reserved]

Section 3.10.

Mandatory

Redemption

ARTICLE 4.

COVENANTS

Section 4.01.

Payment

of Securities

Section 4.02.

Maintenance

of Office or Agency

Section 4.03.

Reports

Section 4.04.

Compliance

Certificate

Section 4.05.

Taxes

Section 4.06.

Stay,

Extension and Usury Laws

Section 4.07.

[Reserved]

Section 4.08.

Offer

to Repurchase Upon a Change of Control

Section 4.09.

Liens

Section 4.10.

Limitation

on Sale and Leaseback Transactions

Section 4.11.

Limitations

on Issuances of Guarantees of Indebtedness

ARTICLE 5.

SUCCESSORS

Section 5.01.

Merger,

Consolidation or Sale of Assets

Section 5.02.

Successor

Corporation Substituted

ARTICLE 6.

DEFAULTS AND REMEDIES

Section 6.01.

Events

of Default

Section 6.02.

Acceleration

Section 6.03.

Other

Remedies

Section 6.04.

Waiver

of Past Defaults

Section 6.05.

Control

by Majority

Section 6.06.

Limitation

on Suits

Section 6.07.

Rights

of Holders to Receive Payment

Section 6.08.

Collection

Suit by Trustee

Section 6.09.

Trustee

May File Proofs of Claim

Section 6.10.

Priorities

Section 6.11.

Undertaking

for Costs

ARTICLE 7.

TRUSTEE

Section 7.01.

Duties

of Trustee

Section 7.02.

Rights

of Trustee

Section 7.03.

Individual

Rights of Trustee

Section 7.04.

Trustee’s

Disclaimer

Section 7.05.

Notice

of Defaults

Section 7.06.

Compensation

and Indemnity

Section 7.07.

Replacement

of Trustee

Section 7.08.

Successor

Trustee by Merger, Etc.

Section 7.09.

Eligibility;

Disqualification

ARTICLE 8.

SATISFACTION AND DISCHARGE; DEFEASANCE

Section 8.01.

Satisfaction

and Discharge of Indenture

Section 8.02.

Application

of Trust Funds; Indemnification

Section 8.03.

Legal

Defeasance of Notes

Section 8.04.

Covenant

Defeasance

Section 8.05.

Repayment

to Company

ARTICLE 9.

SUPPLEMENTS, AMENDMENTS AND WAIVERS

Section 9.01.

Without

Consent of Holders

Section 9.02.

With

Consent of Holders

Section 9.03.

Revocation

and Effect of Consents

Section 9.04.

Notation

on or Exchange of Notes

Section 9.05.

Trustee/Agents

to Sign Amendments, Etc.

ARTICLE 10.

GUARANTEE

Section 10.01.

Guarantee

Section 10.02.

Limitation

on Liability

Section 10.03.

Execution

and Delivery of Guarantee

Section 10.04.

Successors

and Assigns

Section 10.05.

No Waiver

Section 10.06.

Right

of Contribution

Section 10.07.

No Subrogation

Section 10.08.

Additional

Guarantors; Reinstatement of Guarantees

Section 10.09.

Modification

Section 10.10.

Release

of Guarantor

ARTICLE 11.

MISCELLANEOUS

Section 11.01.

[Reserved]

Section 11.02.

Notices

Section 11.03.

[Reserved]

Section 11.04.

Certificate

and Opinion as to Conditions Precedent

Section 11.05.

Statements

Required in Certificate or Opinion

Section 11.06.

Rules by

Trustee and Agents

Section 11.07.

Legal

Holidays

Section 11.08.

No Recourse

Against Others

Section 11.09.

Counterparts

Section 11.10.

Governing

Law

Section 11.11.

[Reserved]

Section 11.12.

Severability

Section 11.13.

Effect

of Headings, Table of Contents, Etc.

Section 11.14.

Successors

and Assigns

Section 11.15.

No Interpretation

of Other Agreements

Section 11.16.

Patriot

Act

ANNEXES

Annex A Guarantors

EXHIBITS

Exhibit A

Form of Certificate of Transfer

Exhibit B

Form of Certificate of Exchange

Exhibit C

Form of Guarantee

Exhibit D

Form of Note

Exhibit E

Form of Supplemental Indenture

iii

INDENTURE dated as of May 18,

2026 among Owens-Brockway Glass Container Inc., a Delaware corporation (the “Company”), the Guarantors (as defined

herein) and Regions Bank, a state banking corporation existing under the laws of the State of Alabama, as Trustee.

RECITALS OF THE COMPANY

The Company has duly authorized

the execution and delivery of this Indenture to provide for the issuance by the Company of $500,000,000 aggregate principal amount of

9.500% Senior Notes due 2033 issued on the date hereof (the “Initial Notes”), on the terms set forth herein.

Each Guarantor has duly authorized

its Guarantee of the Initial Notes and to provide therefor each Guarantor has duly authorized the execution and delivery of this Indenture.

Each party agrees as follows

for the benefit of each other and for the equal and ratable benefit of the Holders of the Initial Notes and any Additional Notes that

are actually issued:

ARTICLE 1.

DEFINITIONS

AND INCORPORATION

BY REFERENCE

Section 1.01.

Certain Definitions.

“144A

Global Security” or “144A Global Securities” means any Global Security bearing the Global Security Legend

and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that

will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Affiliate”

of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect

common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person,

shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such

Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,”

“controlled by” and “under common control with” shall have correlative meanings.

“Agent”

means any Registrar, Paying Agent, Transfer Agent, authenticating agent or co-Registrar, including any Agent performing one or more of

such roles.

“Applicable

Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Security, the

rules and procedures of the Depositary that apply to such transfer or exchange.

“Attributable

Debt” means, with respect to any Sale and Leaseback Transaction, at the time of determination, the lesser of (1) the

sale price of the property so leased multiplied by a fraction the numerator of which is the remaining portion of the base term of the

lease included in such transaction and the denominator of which is the base term of such lease, and (2) the total obligation (discounted

to the present value at the implicit interest factor, determined in accordance with GAAP, included in the rental payments) of the lessee

for rental payments (other than amounts required to be paid on account of property taxes as well as maintenance, repairs, insurance,

water rates and other items which do not constitute payments for property rights) during the remaining portion of the base term of the

lease included in such transaction. Notwithstanding the foregoing, if such Sale and Leaseback Transaction results in a Capital Lease

Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease

Obligation.”

“Board

of Directors” means: (1) with respect to a corporation, the board of directors of the corporation or any duly authorized

committee thereof; (2) with respect to a partnership, the board of directors of the general partner of the partnership or any duly

authorized committee thereof; and (3) with respect to any other Person, the board or committee of such Person serving a similar

function.

“Business

Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in

New York City, New York or Toledo, Ohio are authorized or obligated by law or executive order to close.

“Capital

Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect

of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP; provided

that any lease that would have been characterized as an operating lease for purposes of GAAP prior to the issuance of FASB ASU No. 2016-02

shall be accounted for as an operating lease for purposes of this Indenture (whether or not such operating lease was in effect on such

date) notwithstanding the fact that such lease is required in accordance with such ASU (on a prospective or retrospective basis or otherwise)

to be treated as a capitalized lease.

“Capital

Stock” means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business

entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in

the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (4) any

other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions

of assets of, the issuing Person.

“Cash

Equivalents” means: (1) United States dollars, pounds sterling, euros, or the national currency of any member state

in the European Union as of the date of this Indenture; (2) securities issued or directly and fully guaranteed or insured by the

United States government, the government of the United Kingdom, or the government of Switzerland, or any country that is a member of

the European Union as of the date of this Indenture or any agency or instrumentality thereof (provided that the full faith and

credit of such government is pledged in support thereof) in each case maturing not more than two years from the date of acquisition;

(3) securities issued by any state of the United States or any political subdivision of any such state or any public instrumentality

thereof maturing within one year of the date of acquisition thereof and, at the time of acquisition, having the highest rating obtainable

from either S&P or Moody’s; (4) certificates of deposit, time deposits, euro time deposits, overnight bank deposits or

bankers’ acceptances having maturities of one year or less from the date of acquisition thereof, and overnight bank deposits, in

each case, with any lender under the Credit Agreement or any domestic commercial bank having capital and surplus of not less than $250.0

million; (5) repurchase and reverse repurchase obligations for underlying securities of the types described in clauses (2) and

(4) above entered into with any financial institution meeting the qualifications specified in clause (4) above; (6) commercial

paper having one of the two highest ratings obtainable from Moody’s or S&P and in each case maturing within one year from the

date of creation thereof; (7) Indebtedness or preferred stock issued by Persons with a rating of “BBB-” or higher from

S&P or “Baa3” or higher from Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable

rating of another Rating Agency) with maturities of 12 months or less from the date of acquisition; (8) bills of exchange issued

in the United States, the United Kingdom or Switzerland, or any country that is a member of the European Union as of the date of this

Indenture eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent); and (9) interests

in any investment company or money market fund which invests 95% or more of its assets in instruments of the types specified in clauses

(1) through (8) above.

“Change

of Control” means the occurrence of the following: any “person” or group (as such terms are used in Sections

13(d) and 14(d) of the Exchange Act or any successor provision), including any group acting for the purpose of acquiring, holding

or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a

related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within

the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), other than a Parent, becomes the “beneficial

owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total

voting power of the Voting Stock of OI Group; provided that so long as OI Group is a Subsidiary of any Parent, no “person”

shall be deemed to be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of OI

Group unless such “person” shall be or become a “beneficial owner” of more than 50% of the total voting power

of the Voting Stock of such Parent (other than a Parent that is a Subsidiary of another Parent).

“Clearstream”

means Clearstream Banking S.A.

“Collateral

Documents” means, collectively, the Intercreditor Agreement, the Pledge Agreement and the Security Agreement, each as

in effect on the Issue Date and as amended, amended and restated, modified, renewed, replaced or otherwise restructured from time to

time (whether with the original administrative agent or collateral agents, as applicable, or another agent or agents).

“Commission”

means the U.S. Securities and Exchange Commission.

“Company”

means the party named as such above until a successor replaces it pursuant to this Indenture and thereafter means the successor.

“Company

Existing Senior Notes” means the Company’s 6.625% Senior Notes due 2027, the Company’s 7.250% Senior Notes

due 2031 and the Company’s 7.375% Senior Notes due 2032.

“Corporate

Trust Office” shall mean the corporate trust office of the Trustee, which shall initially be Regions Bank, Corporate

Trust Services, 51 W Bay Street, 2nd Floor, Jacksonville, Florida 32202, or such other address as to which the Trustee may give notice

to the Company.

“Credit

Agreement” means the Amended and Restated Credit Agreement and Syndicated Facility Agreement, dated September 30,

2025, by and among the borrowers named therein, OI Group, Wells Fargo Bank, National Association, as administrative agent and as collateral

agent, the arrangers named therein, the other agents, the overdraft/swingline providers named therein or party thereto and the lenders

named therein or party thereto, including any related notes, guarantees, collateral documents, instruments and agreements executed in

connection therewith, and in each case as amended, amended and restated, modified, supplemented, renewed, refunded, replaced, substituted

or refinanced or otherwise restructured (including but not limited to, the inclusion of additional borrowers thereunder and increasing

the amount of available borrowings thereunder) from time to time.

“Default”

means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive

Security” or “Definitive Securities” means a certificated Note registered in the name of the Holder thereof

and issued in accordance with Section 2.06 hereof, except that such Note shall not bear the Global Security Legend and shall not

have a “Schedule of Exchanges of Interests in the Global Security” attached thereto.

“Depositary”

means, with respect to the Notes issuable or issued in whole or in part in global form, the person designated as Depositary

for such Notes by the Company, which Depositary shall be a clearing agency registered under the Exchange Act.

“Derivative

Instrument” means, with respect to a Person, any contract, instrument or other right to receive payment or delivery

of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection

with such Person’s investment in the Notes (other than a Regulated Bank or Screened Affiliate) is a party (whether or not requiring

further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by

the value and/or performance of the Notes and/or the creditworthiness of the Company and/or any one or more of the Guarantors (the “Performance

References”).

“Domestic

Subsidiary” means any Restricted Subsidiary of OI Group other than a Foreign Subsidiary.

“EDGAR

filing system” means the Electronic Data Gathering, Analysis and Retrieval computer system created by the Commission

for the filing of reports with the Commission, or any successor filing system of the Commission.

“Equity

Offering” means any public or private sale of common stock of OI Glass or any Parent (other than public offerings with

respect to common stock registered on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan

of OI Glass or any Parent).

“ERISA

Legend” means the legend set forth in Section 2.06(f)(iv) to be placed on all Notes issued under this Indenture.

“Euroclear”

means Euroclear Bank, SA/NV.

“Exchange

Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission

promulgated thereunder.

“Existing Senior Notes”

means the Company Existing Senior Notes and the OIEG Existing Senior Notes.

“Fair

Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length

transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under pressure or compulsion to complete

the transaction.

“Foreign

Subsidiary” means any Restricted Subsidiary of OI Group which is organized under the laws of a jurisdiction other than the

United States of America, any State thereof or the District of Columbia.

“GAAP”

means 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 have been approved by a significant segment of the accounting profession, which are

in effect on the Issue Date, provided that at any date after the Issue Date, the Company may by written notice to the Trustee make an

election to establish that GAAP means GAAP as in effect on a date that is after the Issue Date and on or prior to the date of such election.

“Global

Security” means a Note issued to evidence all or a part of the Notes that is executed by the Company and authenticated

and delivered by the Trustee to a Depositary or pursuant to such Depositary’s instructions, all in accordance with this Indenture

and pursuant to Sections 2.01, 2.02, 2.06(d) or 2.06(g), which shall be registered as to principal and interest in the name of such

Depositary or its nominee.

“Global Security Legend”

means the legend set forth in Section 2.06(f)(ii) which is required to be placed on all Global Securities issued under this

Indenture.

“Government

Securities” means direct obligations of, or obligations guaranteed by, the United States, and the payment for which

the United States pledges its full faith and credit.

“Guarantee”

means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or

indirect, in any manner including, without limitation, through letters of credit or reimbursement agreements in respect thereof, of all

or any part of any Indebtedness.

“Guarantors”

means: (1) OI Group; (2) each direct or indirect Domestic Subsidiary of OI Group (other than the Company) that guarantees the

Credit Agreement as of the Issue Date; and (3) each future direct or indirect Domestic Subsidiary of OI Group that guarantees the

Credit Agreement or other Subsidiary of OI Group that is otherwise required to Guarantee the Notes pursuant to this Indenture and, in

each case, executes a Guarantee of the Notes in accordance with the provisions of this Indenture; and their respective successors and

assigns.

“Hedging

Obligations” means, with respect to any specified Person, the obligations of such Person under: (1) interest rate swap

agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed to protect such

Person against fluctuations in interest rates; (2) currency exchange swap agreements, currency exchange cap agreements, currency

exchange collar agreements and other agreements or arrangements designed to protect such Person against fluctuations in currency values;

and (3) commodity swap agreements, commodity cap agreements, commodity collar agreements and other agreements or arrangements designed

to protect such Person against fluctuations in commodity prices.

“Holder”

means a Person in whose name a Note is registered on the Registrar’s books.

“Indebtedness”

means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, in respect of: (1) borrowed

money; (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect

thereof); (3) banker’s acceptances; (4) representing Capital Lease Obligations; (5) the balance deferred and unpaid

of the purchase price of any property, except any such balance that constitutes an accrued liability or trade payable; or (6) representing

any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would

appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness”

includes the lesser of the Fair Market Value on the date of incurrence of any asset of the specified Person subject to a Lien securing

the Indebtedness of others and the amount of such Indebtedness secured and, to the extent not otherwise included, the Guarantee by the

specified Person of any indebtedness of any other Person.

The term “Indebtedness”

shall not include any lease, concession or license of property (or guarantee thereof) which would have been considered an operating lease

under GAAP prior to the issuance of FASB ASU No. 2016-02, or any asset retirement obligations, any prepayments of deposits received

from clients or customers in the ordinary course of business, or obligations under any license, permit or other approval (or guarantees

given in respect of such obligations) incurred prior to the Issue Date or in the ordinary course of business or any obligations in respect

of workers’ compensation claims, early retirement settlement or termination obligations, pension fund obligations or contributions

or similar claims, contributions or obligations. For the avoidance of doubt and notwithstanding the above, the term “Indebtedness”

excludes (1) any accrued expenses and trade payables and (2) any letter of credit or analogous instrument to the extent it

has not been drawn upon.

The amount of any Indebtedness

outstanding as of any date shall be: (1) the accreted value thereof, in the case of any Indebtedness issued with original issue

discount; and (2) the principal amount thereof, in the case of any other Indebtedness.

“Indenture”

means this Indenture, as amended or supplemented from time to time.

“Indirect

Participant” means a Person who holds a beneficial interest in a Global Security through a Participant.

“Initial

Notes” has the meaning set forth in the recitals hereto.

“Intercreditor

Agreement” means the Amended and Restated Intercreditor Agreement, dated as of September 30, 2025, by and among

Wells Fargo Bank, National Association, as administrative agent and collateral agent for the lenders party to the Credit Agreement, and

any other parties thereto, as amended, amended and restated, supplemented, replaced or otherwise modified from time to time.

“Issue

Date” means May 18, 2026.

“Lien”

means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such

asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention

agreement, any lease in the nature thereof and any agreement to give any security interest.

“Maturity”

when used with respect to any Note, means the date on which the Principal of such Note or an installment of principal becomes due and

payable as therein or herein provided, whether at Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Moody’s”

means Moody’s Investors Service, Inc. or any successor rating agency.

“Net

Short” means with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value

of its Short Derivative Instruments exceeds the sum of (x) the value of its Notes plus (y) the value of its Long Derivative

Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure

to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to

the Issuer or any Guarantor immediately prior to such date of determination.

“Net

Tangible Assets” means Tangible Assets minus all current liabilities of OI Group and its Restricted Subsidiaries reflected

on the most recent balance sheet of OI Group (excluding any current liabilities for borrowed money having a maturity of less than 12

months but by its terms being renewable or extendible beyond 12 months from such date at the option of the borrower).

“Non-U.S.

Person” means a Person who is not a U.S. Person.

“Notes”

means, collectively, the Initial Notes and any Additional Notes.

“obligor”

on the Notes means the Company, the Guarantors and any successor obligors on the Notes and the Guarantees of the Notes, as applicable.

“Offering

Memorandum” means the Offering Memorandum, dated May 4, 2026, relating to the sale of the Initial Notes.

“Officer”

means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer,

any Executive or Senior Vice President, any Vice-President, the Treasurer, the Controller, the Secretary, any Assistant Treasurer or

any Assistant Secretary of OI Group or the Company, as the case may be.

“Officers’

Certificate” means a certificate signed by two Officers, one of whom must be the Chief Executive Officer, the President,

the Chief Financial Officer, the Treasurer or the principal accounting officer of OI Group or the Company, as the case may be.

“OIEG”

means OI European Group B.V., an indirect, wholly owned subsidiary of OI Group.

“OIEG

Existing Senior Notes” means OIEG’s 6.250% Senior Notes due 2028, OIEG’s 5.250% Senior Notes due 2029 and

OIEG’s 4.750% Senior Notes due 2030.

“OI

Glass” means O-I Glass, Inc., a Delaware corporation.

“OI

Group” means Owens-Illinois Group, Inc., a Delaware corporation, and its successors and assigns.

“Opinion

of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may

be an employee of or counsel to the Company.

“Parent”

means any of OI Glass and any Other Parent and any other Person that is a Subsidiary of OI Glass or any Other Parent and of which OI

Group is a Subsidiary. As used herein, “Other Parent” means a Person of which OI Group becomes a Subsidiary after

the Issue Date; provided that immediately after OI Group first becomes a Subsidiary of such Person, more than 50% of the Voting Stock

of such Person shall be held by one or more Persons that held more than 50% of the Voting Stock of OI Group or a Parent of OI Group immediately

prior to OI Group first becoming such Subsidiary.

“Participant”

means, with respect to the Depositary, a Person who has an account with such Depositary.

“Permitted

Liens” means: (1) Liens arising under the Collateral Documents on the Issue Date; (2) Liens incurred after

the Issue Date on the assets (including shares of Capital Stock and Indebtedness) of OI Group or any Restricted Subsidiary of OI Group,

provided, however, that the aggregate amount of Indebtedness at any time outstanding secured by such Liens pursuant to

clause (1) above and this clause (2) shall not exceed the sum of $5.5 billion plus 50% of Tangible Assets acquired by OI Group

or any Restricted Subsidiary of OI Group after August 24, 2015; (3) Liens in favor of OI Group or any Restricted Subsidiary

of OI Group; (4) Liens on property or shares of Capital Stock of a Person existing at the time such Person is merged with or into

or consolidated with OI Group or any Restricted Subsidiary of OI Group; provided that such Liens were not incurred in connection

with or in contemplation of such merger or consolidation and extend only to the assets of the Person merged into or consolidated with

OI Group or the Restricted Subsidiary; (5) Liens on property or shares of Capital Stock existing at the time of acquisition thereof

by OI Group or any Restricted Subsidiary of OI Group, provided that such Liens were not incurred in connection with or in contemplation

of such acquisition and do not extend to any property other than the property so acquired by OI Group or the Restricted Subsidiary; (6) Liens

on property or shares of Capital Stock of any Foreign Subsidiary, including shares of Capital Stock of any Foreign Subsidiary owned by

a Domestic Subsidiary, to secure Indebtedness of a Foreign Subsidiary; (7) Liens (including extensions and renewals thereof) upon

real or personal (whether tangible or intangible) property acquired after the Issue Date, provided that such Lien is created solely for

the purpose of securing Indebtedness incurred to finance all or any part of the purchase price or cost of construction or improvement

of property, plant or equipment subject thereto and such Lien is created prior to, at the time of or within 12 months after (or created

pursuant to firm commitment financing arrangements obtained within that period) the later of (a) the acquisition, the completion

of construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each, a “substantial

improvement”) or (b) the commencement of full operation of such property, plant or equipment after the acquisition or

completion of any such construction or substantial improvement, or to refinance any such Indebtedness previously so secured; (8) Liens

to secure Indebtedness under any Capital Lease Obligation, other than any Capital Lease Obligation resulting from any Sale and Leaseback

Transaction (unless the Sale and Leaseback Transaction is not subject to the limitation in Section 4.10(a) pursuant to Section 4.10(b)),

and Liens arising from the interest or title of a lessor under any Capital Lease Obligation; (9) Liens encumbering customary initial

deposits and margin deposits; (10) Liens securing Indebtedness under or in respect of Hedging Obligations; (11) Liens arising out

of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of

business of OI Group and its Restricted Subsidiaries; (12) Liens on or sales of receivables and customary cash reserves established in

connection therewith; (13) Liens securing obligations in respect of bankers’ acceptances issued or created to facilitate the purchase,

shipment or storage of inventory or other goods; (14) Liens for taxes, assessments or governmental charges or claims that are not yet

delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided

that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor; (15) Liens

securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities,

or Liens over cash accounts securing cash management services (including overdrafts), to implement cash pooling arrangements or to cash-collateralize

letters of credit; (16) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint

venture or similar arrangement pursuant to any joint venture or similar agreement; and (17) Liens on cash, Cash Equivalents or other

property arising in connection with the defeasance, discharge or redemption of Indebtedness.

“Person”

means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization,

limited liability company or government or other entity.

“Pledge

Agreement” means the Pledge Agreement, dated as of March 25, 2022, by and among OI Group, Owens-Brockway Packaging, Inc.

and Wells Fargo Bank, National Association, as collateral agent, as amended by that certain Amendment No. 1 to the Credit Agreement

and Syndicated Facility Agreement, dated August 30, 2022, as supplemented by that certain Reaffirmation Agreement, dated as of September 30,

2025 (the “Reaffirmation Agreement”), by and among OI Group, each of the direct and indirect subsidiaries of OI Group

signatory thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent, and as further amended, amended

and restated, supplemented, replaced or otherwise modified from time to time.

“Principal”

of a Note means the principal amount due on the Maturity of the Note plus the premium, if any, on the Note.

“Principal

Property” means any manufacturing plant or manufacturing facility owned (excluding any equipment or personalty located

therein) by OI Group or any of its Restricted Subsidiaries located within the continental United States that has a net book value in

excess of 1.5% of Net Tangible Assets. For purposes of this definition, net book value will be measured at the time the relevant Sale

and Leaseback Transaction is entered into.

“Private

Placement Legend” means the legend set forth in Section 2.06(f)(i) to be placed on all Notes issued under

this Indenture except where otherwise permitted by the provisions of this Indenture.

“QIB”

means a “qualified institutional buyer” as defined in Rule 144A.

“Rating

Agency” means any of: (1) S&P; (2) Moody’s; or (3) if S&P or Moody’s or both shall

not make a rating of the Notes publicly available, a security rating agency or agencies, as the case may be, nationally recognized in

the United States, selected by the Company, which shall be substituted for S&P or Moody’s or both, as the case may be, and,

in each case, any successors thereto.

“Registrar”

has the meaning specified in Section 2.03 of this Indenture.

“Regulated

Bank” means an Approved Commercial Bank that is (i) a U.S. depository institution the deposits of which are insured

by the Federal Deposit Insurance Corporation; (ii) a corporation organized under section 25A of the U.S. Federal Reserve Act of

1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to approval by and under the supervision

of the Board of Governors under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch

referred to in clause (iii); or (v) any other U.S. or non-U.S. depository institution or any branch, agency or similar office thereof

supervised by a bank regulatory authority in any jurisdiction.

“Regulation

S” means Regulation S promulgated under the Securities Act.

“Regulation

S Global Security” or “Regulation S Global Securities” means any Global Security bearing the Global Security

Legend, the Private Placement Legend and the Regulation S Legend and deposited with or on behalf of and registered in the name of the

Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance

on Regulation S.

“Regulation

S Legend” means the legend set forth in Section 2.06(f)(iii) to be placed on all Notes issued or exchanged

under this Indenture pursuant to Regulation S.

“Responsible Officer”

when used with respect to the Trustee, means any officer or assistant officer of the Trustee (or any successor of the Trustee) including

any director, associate director, assistant secretary or any other officer or assistant officer of the Trustee customarily performing

functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust

matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject who

shall also have direct responsibility for the administration of this Indenture.

“Restricted

Definitive Security” means a Definitive Security bearing the Private Placement Legend and, if applicable, the Regulation

S Legend.

“Restricted

Global Security” means a Global Security bearing the Private Placement Legend, and, if applicable, the Regulation S

Legend.

“Restricted

Period” means, with respect to the Notes, the 40-day restricted period as defined in Regulation S.

“Restricted

Subsidiary” of a Person means all Subsidiaries of the referent Person.

“Rule 144”

means Rule 144 promulgated under the Securities Act.

“Rule 144A”

means Rule 144A promulgated under the Securities Act.

“Rule 903”

means Rule 903 promulgated under the Securities Act.

“Rule 904”

means Rule 904 promulgated under the Securities Act.

“S&P”

means S&P Global Ratings (a division of S&P Global Inc.) or any successor rating agency.

“Screened

Affiliate” means any Affiliate of a Holder or, if the Holder is the Depositary or the Depositary’s nominee, of

a beneficial owner, (i) that makes investment decisions independently from such Holder or beneficial owner and any other Affiliate

of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder

or beneficial owner and any other Affiliate of such Holder or beneficial owner that is not a Screened Affiliate and such screens prohibit

the sharing of information with respect to the Company or its Subsidiaries, (iii) whose investment policies are not directed by

such Holder or beneficial owner or any other Affiliate of such Holder or beneficial owner that is acting in concert with such Holder

in connection with its investment in the Notes and (iv) whose investment decisions are not influenced by the investment decisions

of such Holder or beneficial owner or any other Affiliate of such Holder or beneficial owner that is acting in concert with such Holders

or beneficial owners in connection with its investment in the Notes.

“Securities

Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated

thereunder.

“Security

Agreement” means the Security Agreement, dated as of March 25, 2022, entered into by and among OI Group, each of the direct

and indirect subsidiaries of OI Group signatory thereto, each additional grantor that may become a party thereto, and Wells Fargo Bank,

National Association, as collateral agent, as amended by that certain Amendment No. 1 to the Credit Agreement and Syndicated Facility

Agreement, dated August 30, 2022, as supplemented by the Reaffirmation Agreement, and as further amended, amended and restated,

supplemented or replaced or otherwise modified from time to time.

“Short

Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment

or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value

of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the

Performance References.

“Significant

Subsidiary” means any Restricted Subsidiary of OI Group that would be a “significant subsidiary” as defined in

Article I, Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act, as such Regulation is in effect as

of the Issue Date.

“Specified

New Senior Debt” means Specified New Senior Debt as defined in the Intercreditor Agreement or any substantially equivalent

term or concept in the Intercreditor Agreement or the Credit Agreement.

“Stated

Maturity” means, with respect to any installment of interest or Principal on any series of Indebtedness, the date on

which such payment of interest or Principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall

not include any contingent obligations to repay, redeem or repurchase any such interest or Principal prior to the date originally scheduled

for the payment thereof.

“Subsidiary”

means, with respect to any specified Person: (1) any corporation, association or other business entity of which more than 50% of

the total voting power of shares of Capital Stock 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 such Person or one or more

of the other Subsidiaries of that Person (or a combination thereof); and (2) any partnership (a) the sole general partner or

the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are

such Person or one or more Subsidiaries of such Person (or any combination thereof).

“Tangible

Assets” means the total consolidated assets, less goodwill and intangibles, of OI Group and its Restricted Subsidiaries,

as shown on the most recent balance sheet of OI Group.

“Transfer”

means to sell, assign, transfer, lease (other than pursuant to an operating lease entered into in the ordinary course of business), convey

or otherwise dispose of, including by sale and leaseback transaction, consolidation, merger, liquidation, dissolution or otherwise, in

one transaction or a series of related transactions.

“Trust

Officer” means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned

by the Trustee to administer its corporate trust matters.

“Trustee”

means the party named as such above until a successor becomes such pursuant to this Indenture and thereafter means or includes each party

who is then a trustee hereunder.

“Unrestricted

Definitive Securities” means one or more Definitive Securities that do not bear and are not required to bear the Private

Placement Legend.

“Unrestricted

Global Security” means a Global Security that bears the Global Security Legend and that has the “Schedule of Exchanges

of Interests in the Global Security” attached thereto, and that is deposited with or on behalf of and registered in the name of

a Depositary, representing Notes that do not and are not required to bear the Private Placement Legend.

“Voting

Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the

election of the Board of Directors of such Person.

“Wholly

Owned Restricted Subsidiary” of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital

Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person

and/or by one or more Wholly Owned Restricted Subsidiaries of such Person.

Section 1.02. Other

Definitions.

Term

Defined

in Section

“Additional Notes”

2.01

“Applicable AML Law”

11.16

“Applicable Premium”

3.08

“Authentication Order”

2.02

“Authenticating Agent”

2.02

“Bankruptcy Law”

6.01

“Change of Control Offer”

4.08

“Change of Control Payment”

4.08

“Change of Control Payment Date”

4.08

“Custodian”

6.01

“Event of Default”

6.01

“Legal Holiday”

11.07

“Obligations”

10.01

“Paying Agent”

2.03

“Payment Default”

6.01

“Place of Payment”

2.01

“redemption price”

3.03

“Registrar”

2.03

“Sale and Leaseback Transaction”

4.10

“Successor Company”

5.01

Section 1.03. Rules of

Construction.

Unless the context otherwise

requires:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined

has the meaning assigned to it in accordance with GAAP;

(iii) “or” is not exclusive;

(iv) words in the singular include the plural,

and in the plural include the singular; and

(v) provisions apply to successive events

and transactions.

ARTICLE 2.

THE

SECURITIES

Section 2.01. Unlimited

in Amount, Form and Dating.

The aggregate principal amount

of Notes that may be authenticated and delivered under this Indenture is unlimited.

The Company may issue additional

Notes after the Initial Notes have been issued (the “Additional Notes”) in an unlimited principal amount having identical

terms and conditions to the Initial Notes, except with respect to the issue date, the issue price, the first interest payment date and

the first date from which interest will accrue. The Initial Notes together with any Additional Notes shall be treated as a single class

for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided

that Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the Initial Notes unless such Additional Notes

are fungible with the Initial Notes for U.S. federal income tax purposes.

If a Holder of Notes holds

Notes as Definitive Securities and has given wire transfer instructions to the Company, the Company will pay all Principal and any interest

on that Holder’s Notes in accordance with those instructions. The Principal of and any interest on the Notes shall be payable at

the office or agency of the Company designated in the form of Note (each such place herein called the “Place of Payment”);

provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person

entitled thereto as such address shall appear in the register of Notes referred to in Section 2.03.

Global

and Definitive Securities. Notes may be issued as Global Securities or as Definitive Securities and shall be in substantially

the form of Exhibit D attached hereto. Each Global Security shall represent such of the outstanding Notes as shall be specified

therein and each shall provide that it shall represent the aggregate principal amount of such outstanding Notes from time to time endorsed

thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased,

as appropriate, to reflect exchanges, redemptions, purchases and cancellations. Any endorsement of a Global Security to reflect the amount

of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or

the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06

hereof.

Euroclear

and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and

“Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer

Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Global Securities that are held by Participants

through Euroclear or Clearstream.

The Notes may have notations,

legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication.

Section 2.02. Execution

and Authentication.

One Officer shall sign the

Notes for the Company by manual, electronic or facsimile signature.

If an Officer whose signature

is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until

authenticated by the manual, electronic or facsimile signature of the authorized signatory of the Trustee or the Authenticating Agent.

The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Notwithstanding the foregoing,

if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, the Company shall deliver

such Note to the Trustee for cancellation pursuant to Section 2.10.

The Trustee will, upon receipt

of a written order of the Company signed by one Officer (an “Authentication Order”) authenticate or cause the Authenticating

Agent to authenticate the Notes for original issue that may be validly issued under this Indenture, including any Additional Notes.

The Trustee may appoint one

or more authenticating agents (each, an “Authenticating Agent”) acceptable to the Company to authenticate Notes. Such

an agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes

authentication by such agent.

Section 2.03. Registrar

and Paying Agent.

The Company shall maintain

an office or agency where the Notes may be presented for registration of transfer or for exchange (the “Registrar”)

and an office or agency where Notes may be presented for payment (a “Paying Agent”). The Registrar shall keep a register

of the Notes and of their transfer and exchange. The Company may appoint one or more co-Registrars and one or more additional paying

agents for the Notes. The term “Paying Agent” includes any additional paying agent. The Company may change any Paying

Agent, Registrar or co-Registrar without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and

address of any Agent not a party to this Indenture.

If the Company fails to maintain

a Registrar or Paying Agent for the Notes, the Trustee shall act as such. The Company or any of its Restricted Subsidiaries may act as

Paying Agent, Registrar or co-Registrar.

The Company hereby appoints

the Trustee as the initial Registrar and Paying Agent for the Notes unless another Registrar or Paying Agent, as the case may be, is

appointed prior to the time the Notes are first issued.

Section 2.04. Paying

Agent to Hold Money in Trust.

Whenever the Company has one

or more Paying Agents it shall, prior to each due date of the Principal of or interest on, any Notes, deposit with a Paying Agent a sum

sufficient to pay the Principal or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to

such Principal or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of its action

or failure so to act.

The Company shall require each

Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders of

the Notes, or the Trustee all money held by such Paying Agent for the payment of Principal or interest on the Notes, and that such Paying

Agent shall notify the Trustee of any Default by the Company or any other obligor of the Notes in making any such payment and at any

time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held

in trust by such Paying Agent. If the Company or one of its Restricted Subsidiaries acts as Paying Agent, it shall segregate and hold

in a separate trust fund for the benefit of the Holders of the Notes all money held by it as Paying Agent. The Company at any time may

require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon so

doing, the Paying Agent (if other than the Company or a Restricted Subsidiary of the Company) shall have no further liability for such

money. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

A Paying Agent shall not be obligated to pay the Holders of the Notes (or make any other payment) unless and until such time as it has

confirmed receipt of funds sufficient to make the relevant payment.

Section 2.05. Holder

Lists.

The Trustee shall preserve

in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If

the Trustee is not the Registrar, the Company shall furnish, or cause the Registrar to furnish, to the Trustee and each Paying Agent

at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list

in such form and as of such date as the Trustee or the Paying Agent may reasonably require of the names and addresses of Holders relating

to such interest payment date or request, as the case may be.

Section 2.06. Transfer

and Exchange.

(a)            Transfer

and Exchange of Global Securities. A Global Security may not be transferred as a whole except by the Depositary to a nominee of the

Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such

nominee to a successor depositary or a nominee of such successor depositary. Global Securities will not be exchanged by the Company for

Definitive Securities unless (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to

continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor

depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (ii) the Company in

its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and

delivers a written notice to such effect to the Trustee; or (iii) an Event of Default shall have occurred and be continuing with

respect to the Notes and the Trustee has received a written request from the owner of a book-entry interest to issue Definitive Securities.

Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Securities shall be issued in such

names as the Depositary shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided

in Sections 2.07 and 2.09. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof,

pursuant to this Section 2.06 or Sections 2.07 or 2.09, shall be authenticated and delivered in the form of, and shall be, a Global

Security. A Global Security may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial

interests in a Global Security may be transferred and exchanged as provided in Section 2.06(b), (c) or (d).

(b)            Transfer

and Exchange of Beneficial Interests in Global Securities. The transfer and exchange of beneficial interests in the Global Securities

shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial

interests in the Restricted Global Securities shall be subject to restrictions on transfer comparable to those set forth herein to the

extent required by the Securities Act. Transfers of beneficial interests in the Global Securities also shall require compliance with

either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i)            Transfer

of Beneficial Interests in the Same Global Security. Beneficial interests in any Restricted Global Security may be transferred to

Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security in accordance with the

transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period,

transfers of beneficial interests in the Regulation S Global Security may not be made to a U.S. Person or for the account or benefit

of a U.S. Person (other than an initial purchaser). Beneficial interests in any Unrestricted Global Security may be transferred to Persons

who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or instructions

shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii)            All

Other Transfers and Exchanges of Beneficial Interests in Global Securities.

(A)            Prior

to the expiration of the Restricted Period, interests in the Regulation S Global Securities may be exchanged for beneficial interests

in the 144A Global Securities only if:

(1)            such

exchange occurs in connection with a transfer of the Notes pursuant to Rule 144A; and

(2)            the

transferor complies with the requirements of Section 2.06(b)(iii) below.

(B)            In

connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.06(b)(i) above,

the transferor of such beneficial interest must deliver to the Registrar (1) a written order from a Participant or an Indirect Participant

given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial

interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions

given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such

increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained

in this Indenture and the Notes or otherwise applicable under the Securities Act, including the delivery of a certificate in the form

of Exhibits A or B hereto, as applicable, including the certifications and an Opinion of Counsel as required thereby, the

Trustee shall adjust the Principal amount of the relevant Global Security(s) pursuant to Section 2.06(g).

(iii)            Transfer

of Beneficial Interests to Another Restricted Global Security. A beneficial interest in any Restricted Global Security may be transferred

to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies

with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following:

(A)            if

the transferee will take delivery in the form of a beneficial interest in a 144A Global Security, then the transferor must deliver a

certificate in the form of Exhibit A hereto including the certifications in item (1) thereof; and

(B)            if

the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver

a certificate in the form of Exhibit A hereto including the certifications in item (2) thereof.

If any such transfer is effected

pursuant to subparagraph (B) above at a time when an Unrestricted Global Security has not yet been issued, the Company shall issue

and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee or the Authenticating Agent shall authenticate

one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of beneficial interests

transferred pursuant to subparagraph (B) above.

Beneficial interests in an

Unrestricted Global Security cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial

interest in a Restricted Global Security.

and Exchange of Beneficial Interests in Global Securities for Definitive Securities. A beneficial interest in a Global Security may

not be exchanged for a Definitive Security except under the circumstances described in Section 2.06(a). A beneficial interest in

a Global Security may not be transferred to a Person who takes delivery thereof in the form of a Definitive Security except under the

circumstances described in Section 2.06(a).

(d)            Transfer

and Exchange of Definitive Securities for Beneficial Interests in Global Securities.

(i)            Restricted

Definitive Securities to Beneficial Interests in Restricted Global Securities. If any Holder of a Restricted Definitive Security

proposes to exchange such Restricted Definitive Security for a beneficial interest in a Restricted Global Security or to transfer such

Restricted Definitive Securities to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security,

then, upon receipt by the Registrar of the following documentation:

(A)            if

the Holder of such Restricted Definitive Security proposes to exchange such Restricted Definitive Security for a beneficial interest

in a Restricted Global Security, a certificate from such Holder in the form of Exhibit B hereto, including the certifications

in item (2)(a) thereof;

(B)            if

such Restricted Definitive Security is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set

forth in Exhibit A hereto including the certifications in item (1) thereof;

such Restricted Definitive Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903

or Rule 904, a certificate to the effect set forth in Exhibit A hereto including the certifications in item (2) thereof;

(D)            if

such Restricted Definitive Security is being transferred pursuant to an exemption from the registration requirements of the Securities

Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit A hereto, including the certifications

in item (3)(a) thereof;

(E)            if

such Restricted Definitive Security is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth

in Exhibit A hereto including the certifications in item (3)(b) thereof, or

(F)            if

such Restricted Definitive Security is being transferred pursuant to an effective registration statement under the Securities Act, a

certificate to the effect set forth in Exhibit A hereto including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted

Definitive Security, and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the

appropriate Restricted Global Security, in the case of clause (B) above, the 144A Global Security, and in the case of clause (C) above,

the Regulation S Global Security.

Upon satisfaction of the conditions

of any of the subparagraphs in this Section 2.06(d)(i), the Trustee shall cancel the Definitive Securities and increase or cause

to be increased the aggregate principal amount of the Unrestricted Global Security.

(ii)            Unrestricted

Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of an Unrestricted Definitive Security

may exchange such Unrestricted Definitive Security for a beneficial interest in an Unrestricted Global Security or transfer such Unrestricted

Definitive Securities to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security

at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive

Security and increase or cause to be increased the aggregate Principal amount of one of the Unrestricted Global Securities.

(e)            Transfer

and Exchange of Definitive Securities for Definitive Securities. Upon request by a Holder of Definitive Securities and such Holder’s

compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Securities.

Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive

Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such

Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications,

documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(i)            Restricted

Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered

in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Registrar receives the following:

(A)            if

the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit A

hereto, including the certifications in item (1) thereof,

(B)            if

the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit A

hereto, including the certifications in item (2) thereof, and

the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor

must deliver a certificate in the form of Exhibit A hereto, including the certifications in item (3) thereof.

(ii)            Unrestricted

Definitive Securities to Unrestricted Definitive Securities. A Holder of Unrestricted Definitive Securities may transfer such Unrestricted

Definitive Securities to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security. Upon receipt of a request

to register such a transfer, the Registrar shall register the Unrestricted Definitive Securities pursuant to the instructions from the

Holder thereof.

(f)            Legends.

The following legends shall appear on the face of all Global Securities and Definitive Securities issued under this Indenture unless

specifically stated otherwise in the applicable provisions of this Indenture.

(i)            Private

Placement Legend.

(1) Except

as permitted by subparagraph (2) below, each Global Security and each Definitive Security (and all Notes issued in exchange

therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS NOTE

AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), OR THE SECURITIES LAWS OF ANY U.S. STATE OR OTHER JURISDICTION. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON NOR ANY

INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE

ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES

ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON, BY ITS ACCEPTANCE HEREOF ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR

ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN

RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) OR IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION

PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR

TO THE DATE WHICH IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER

THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES, AND THE LAST DATE

ON WHICH OWENS-BROCKWAY GLASS CONTAINER INC. (THE “ISSUER”) OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE AND

THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION

DATE”), ONLY (A) TO THE ISSUER, OWENS-ILLINOIS GROUP, INC. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE

REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND THE GUARANTEES ENDORSED THEREON ARE ELIGIBLE FOR

RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE

144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER

IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFSHORE TRANSACTIONS TO NON-U.S. PERSONS OCCURRING OUTSIDE THE UNITED STATES

WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT

TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S

RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D) OR (E) PRIOR TO THE RESALE RESTRICTION TERMINATION

DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN

EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED

BY THE TRANSFEROR TO THE TRUSTEE, AND (3) AGREES THAT IT GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY

TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

(2) Notwithstanding

the foregoing, any Global Security or Definitive Security issued pursuant to subparagraph (d)(ii) or (e)(ii) of this

Section 2.06 or any Global Security or Definitive Security initially issued by the Company pursuant to an effective

registration statement under the Securities Act (and all Notes issued in exchange therefor or substitution thereof) shall not bear

the Private Placement Legend set forth in the first two paragraphs above.

(ii)            Global

Security Legend. Each Global Security shall bear a legend in substantially the following form:

“THIS GLOBAL

SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF

THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE

SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE

BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO

THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED

TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL

IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE

BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY

OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE

IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”)

TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF

CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &

CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR

VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(iii)            Regulation

S Legends. All Notes issued or exchanged under this Indenture pursuant to Regulation S shall bear a legend in substantially the following

form:

“BY ITS ACQUISITION

HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING

THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.”

(iv)            ERISA

Legend. Each Global Security and each Definitive Security issued in exchange for a beneficial interest in a Global Security (and

all Notes issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form:

“BY ACCEPTANCE

OF THIS NOTE, EACH ACQUIRER AND SUBSEQUENT TRANSFEREE OF THIS NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED

THAT EITHER (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, A PLAN, AND NO PORTION OF THE ASSETS USED BY SUCH ACQUIRER OR TRANSFEREE

TO ACQUIRE AND HOLD THIS NOTE (OR ANY INTEREST HEREIN) CONSTITUTES ASSETS OF ANY EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE

RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENTS

THAT ARE SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER

ANY FEDERAL, STATE, LOCAL, NON-UNITED STATES OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO THE PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,

“SIMILAR LAWS”), OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF SUCH PLAN,

ACCOUNT AND ARRANGEMENT (EACH, A “PLAN”) OR (B) THE ACQUISITION, HOLDING AND SUBSEQUENT DISPOSITION OF THIS NOTE

(OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975

OF THE CODE OR ANY SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

(g)            Cancellation

and/or Adjustment of Global Securities. At such time as all beneficial interests in a particular Global Security have been exchanged

for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such

Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 2.10. At any time prior

to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery

thereof in the form of a beneficial interest in another Global Security or for Definitive Securities, the principal amount of Notes represented

by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the

Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred

to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security

shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depositary at the direction

of the Trustee to reflect such increase.

(h)            General

Provisions Relating to Transfers and Exchanges.

(i)            Where

Notes are presented to the Registrar or a co-Registrar with a request to register a transfer or to exchange them for an equal principal

amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange if its requirements

for such transactions are met. To permit registrations of transfers and exchanges, the Company shall issue and execute and the Trustee

or the Authenticating Agent shall authenticate Global Securities and Definitive Securities upon the receipt of an Authentication Order

in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii)            No

service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to

cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental

charge payable upon exchanges pursuant to Sections 2.09, 3.06 or 9.04).

(iii)            All

Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities or Definitive Securities

shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the

Global Securities or Definitive Securities surrendered upon such registration of transfer or exchange.

(iv)            The

Company and the Registrar shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period

beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending

at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption

in whole or in part, except the unredeemed portion of any Note being redeemed in part or (c) to register the transfer of or to exchange

a Note between a record date and the next succeeding Interest Payment Date.

(v)            Prior

to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person

in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of Principal of and interest

on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(vi)            The

Trustee or the Authenticating Agent shall authenticate Global Securities and Definitive Securities in accordance with the provisions

of Section 2.02.

(vii)            All

certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to

effect a registration of transfer or exchange may be submitted by facsimile or PDF.

(viii)            Each

Holder of a Note agrees to indemnify the Company, the Trustee and any Agent against any liability that may result from the transfer,

exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal

or state securities law.

The Trustee shall have no obligation or duty

to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable

law with respect to any transfer of any interest in any Note (including any transfers between or among Participants of the Depositary

or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation

or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine

the same to determine substantial compliance as to form with the express requirements hereof.

The Trustee shall not be responsible for any

act or failure to act by the Depositary.

Section 2.07. Replacement

Notes.

If a mutilated Note is surrendered

to the Trustee or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue

and the Trustee, upon receipt of an Authentication Order, shall authenticate, or cause the Authenticating Agent to authenticate, a replacement

Note if the Company’s and the Trustee’s requirements are met. The Trustee or the Company may require an indemnity bond to

be furnished which is sufficient in the judgment of both to protect the Company, the Trustee, and any Agent from any loss which any of

them may suffer if a Note is replaced. The Company may charge such Holder for its expenses in replacing a Note.

Every replacement Note is an

obligation of the Company and shall be entitled to all the benefit of this Indenture equally and proportionately with any and all other

Notes.

Section 2.08. Outstanding

Notes.

The Notes outstanding at any

time are all the Notes authenticated by the Trustee or the Authenticating Agent, except for those cancelled by it, those delivered to

it for cancellation, and those described in this Section 2.08 as not outstanding. Except as set forth in the final paragraph of

this Section 2.08, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

If a Note is replaced pursuant

to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held

by a bona fide purchaser.

If Notes are considered paid

under Section 4.01, they cease to be outstanding and interest on them ceases to accrue.

In determining whether the

Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or

by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall

be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying

on any such direction, waiver or consent, only Notes as to which a Trust Officer of the Trustee has actual knowledge are so owned shall

be so disregarded.

Section 2.09. Temporary

Notes.

Until definitive Notes are

ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate, or cause the

Authenticating Agent to authenticate, temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may

have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and

the Trustee or the Authenticating Agent shall authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes

shall be entitled to all of the benefits of this Indenture.

Section 2.10. Cancellation.

The Company at any time may

deliver Notes to the Trustee for cancellation. The Registrar and any Paying Agent shall forward to the Trustee or its agent any Notes

surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for registration

of transfer, exchange, payment, replacement or cancellation and the Trustee shall destroy cancelled Notes and provide a certificate of

destruction to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the

Trustee for cancellation.

Section 2.11. Defaulted

Interest.

If the Company fails to make

a payment of interest on the Notes, it shall pay such defaulted interest on the Notes plus (to the extent lawful) any interest payable

on the defaulted interest, in any lawful manner. It may elect to pay such defaulted interest, plus any such interest payable on it, to

the Persons who are Holders of such Notes on which the interest is due on a subsequent special record date, which special record date

shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed

to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount

of money in the currency or currency unit in which the Notes are payable, equal to the aggregate amount proposed to be paid in respect

of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed

payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest. Thereupon

the Company shall fix a special record date for the payment of such defaulted interest which shall be not more than 15 days and not less

than 10 days prior to the date of the proposed payment. The Company shall cause notice of the proposed payment of such defaulted interest

and the special record date therefor to be mailed to each Holder of Notes at the address as it appears in the register of Notes referred

to in Section 2.03, not less than 10 days prior to such special record date. Notice of the proposed payment of such defaulted interest

and the special record date therefor having been so mailed, defaulted interest shall be paid to the Persons in whose names the Notes

are registered at the close of business on such special record date.

Section 2.12. Special

Record Dates.

(a)            The

Company may, but shall not be obligated to, set a record date for the purpose of determining the identity of Holders entitled to consent

to any supplement, amendment or waiver permitted by this Indenture. If a record date is fixed, the Holders of Notes outstanding on such

record date, and no other Holders, shall be entitled to consent to such supplement, amendment or waiver or revoke any consent previously

given, whether or not such Holders remain Holders after such record date. No consent shall be valid or effective for more than 90 days

after such record date unless consents from Holders of the principal amount of Notes required hereunder for such amendment or waiver

to be effective shall have also been given and not revoked within such 90-day period.

(b)            The

Company may, but shall not be obligated to, fix any day as a record date for the purpose of determining the Holders of Notes entitled

to join in the giving or making of any notice of Default, any declaration of acceleration, any request to institute proceedings or any

other similar direction. If a record date is fixed, the Holders of Notes outstanding on such record date, and no other Holders, shall

be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date;

provided, however, that no such action shall be effective hereunder unless taken on or prior to the date 90 days after such record

date.

Company, in the event of defaulted interest, shall set a special record date in accordance with Section 2.11.

Section 2.13. CUSIP

and ISIN Numbers.

The Company in issuing Notes

may use “CUSIP” or “ISIN” numbers or both numbers, and, if so used, the Trustee shall use such “CUSIP”

or “ISIN” numbers or both numbers in notices as a convenience to Holders; provided that any such notice may state

that no representation is made as to the correctness of such numbers either as printed on such Notes or as contained in any notice and

that reliance may be placed only on the other identification numbers printed on such Notes, and any such action relating to such notice

shall not be affected by any defect in or omission of such numbers in such notice. The Company shall promptly notify the Trustee of any

change in the “CUSIP” or “ISIN” numbers.

Section 2.14. Denominations.

The Notes shall be issuable

only in denominations of $2,000 or an integral multiple of $1,000 above such minimum denomination amount.

Section 2.15. Agents.

(a)            The

rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not joint or joint and several.

(b)            The

Company and the Agents acknowledge and agree that in the event of an Event of Default, the Trustee may, by notice in writing to the Company

and the Agents, require that the Agents act as agents of, and take instructions exclusively from, the Trustee.

ARTICLE 3.

REDEMPTION

Section 3.01. Notices

to Trustee.

If the Company elects to redeem

Notes pursuant to Section 3.08 hereof or is required to redeem the Notes pursuant to Section 4.08 hereof, it shall notify the

Trustee of the redemption date and the principal amount of Notes to be redeemed.

The Company shall give the

notice provided for in this Section 3.01 at least 10 days before the redemption date (unless a shorter notice period shall be satisfactory

to the Trustee), which notice shall specify the provisions of such Notes pursuant to which the Company elects to redeem such Notes.

Any redemption of Notes (including

in connection with an Equity Offering) or notice thereof may, in the Company’s discretion, be subject to satisfaction of one or

more conditions precedent, which may include the consummation of any related Equity Offering.

Section 3.02. Selection

of Notes to Be Redeemed.

If less than all of the outstanding

Notes are to be redeemed at any time, the Trustee shall select Notes for redemption on a pro rata basis, by lot or by such method as

the Trustee shall deem fair and appropriate depending on and subject to the applicable procedures of the Depositary.

The Trustee shall not be liable

for any selections made by it in accordance with this Section 3.02.

Notes and portions thereof

that the Trustee selects shall be in amounts of $2,000 and integral multiples of $1,000 in excess thereof. Provisions of this Indenture

that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company

promptly in writing of the Notes or portions of Notes to be called for redemption.

Section 3.03. Notice

of Redemption.

At least 10 days but not more

than 60 days before a redemption date, the Company shall provide a notice of redemption to each Holder whose Notes are to be redeemed

at the address of such Holder as it appears in the register of Notes referred to in Section 2.03; provided that redemption notices

may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or

a satisfaction and discharge of this Indenture. For Notes which are represented by Global Securities held by the Depositary, notices

of redemption may be given by delivery of the relevant notices to such Depositary for communication to entitled account holders.

If any Note is to be redeemed

in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed.

A new Note in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder thereof

upon cancellation of the original Note.

The notice shall identify the

Notes to be redeemed and shall state:

(1)            the

redemption date and record date, if any;

(2)            the

redemption price fixed in accordance with the terms of the Notes to be redeemed, plus accrued interest, if any, to the date fixed for

redemption (the “redemption price”);

(3)            if

any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date,

upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued;

(4)            the

name and address of the Paying Agent;

(5)            that

Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6)            that,

unless the Company defaults in payment of the redemption price, interest on Notes called for redemption ceases to accrue on and after

the redemption date;

(7)            the

conditions precedent, if any, to the redemption;

(8)            the

CUSIP number or ISIN number, if any, of the Notes to be redeemed; and

(9)            the

Section and clause of this Indenture pursuant to which the Notes are to be redeemed.

At the Company’s request,

the Trustee shall give the notice of redemption in the Company’s name and at its expense, which shall be prepared by the Company

and provided to the Trustee. A notice mailed or otherwise provided in the manner herein provided shall be conclusively presumed to have

been duly given whether or not the Holder receives such notice. In any case, failure to provide such notice or any defect in the notice

of the Holder of any Note shall not affect the validity of the proceeding for the redemption of any other Note.

Section 3.04. Effect

of Notice of Redemption.

Once notice of redemption is

provided in accordance with Section 3.03, Notes called for redemption become due on the date fixed for redemption, unless the notice

of redemption is subject to one or more conditions precedent, in which case the Notes called for redemption become due only upon the

satisfaction or waiver of such conditions. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price. Unless

there is a failure by the Company to deposit sufficient funds with the Paying Agent to pay the redemption price of the Notes as required

by Section 3.05, on and after the redemption date, interest will cease to accrue on the Notes or portions of them called for redemption.

Any redemption of Notes (including

in connection with an Equity Offering) or notice thereof may, in the Company’s discretion, be subject to satisfaction of one or

more conditions precedent, which may include the consummation of any related Equity Offering.

Section 3.05. Deposit

of Redemption Price.

On or before 10:00 a.m. New

York City time on the redemption date, the Company shall deposit with the Paying Agent (or, if the Company or any Restricted Subsidiary

is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of all Notes called for redemption

on that date other than Notes that have previously been delivered by the Company to the Trustee for cancellation. Subject to actual receipt

of such funds as provided by this Section 3.05 by the Paying Agent, such Paying Agent shall make payments in accordance with the

provisions of this Indenture. The applicable Paying Agent shall return to the Company any money not required for that purpose.

Section 3.06. Notes

Redeemed in Part.

No Notes of $2,000 or less

shall be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of such Notes

held by such Holder shall be redeemed. Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon receipt of

an Authentication Order, the Trustee or the Authenticating Agent shall authenticate for the Holder at the expense of the Company a new

Note equal in principal amount to the unredeemed portion of the Note surrendered.

Section 3.07. [Reserved].

Section 3.08. Optional

Redemption.

(a)            On

and after June 1, 2029, the Company may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior

notice to Holders as provided under Section 3.02 and Section 3.03, at the following redemption prices (expressed as a percentage

of principal amount), plus accrued and unpaid interest to (but not including) the redemption date (subject to the right of Holders of

record on the relevant record date to receive interest due on the Notes on the relevant interest payment date), if redeemed during the

12-month period commencing on June 1 of the years set forth below:

Year

Redemption

Price

2029

104.750 %

2030

102.375 %

2031 and thereafter

100.000 %

(b)            At

any time prior to June 1, 2029, the Company may redeem on any one or more occasions up to 40% of the aggregate principal amount

of the Notes (calculated after giving effect to any issuance of Additional Notes), upon not less than 10 nor more than 60 days’

prior notice to Holders as provided under Section 3.02 and Section 3.03, at a redemption price of 109.500% of the principal

amount thereof, plus accrued and unpaid interest to (but not including) the redemption date, with the net cash proceeds of one or more

Equity Offerings to the extent the net cash proceeds thereof are contributed to the Company or used to purchase from the Capital Stock

of the Company; provided that:

(1)            at

least 50% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains

outstanding immediately after the occurrence of such redemption (excluding Notes held by OI Glass (or any Parent) and its Subsidiaries)

(unless all Notes are redeemed substantially concurrently therewith); and

(2)            the

redemption must occur within 180 days of the date of the closing of such Equity Offering.

any time prior to June 1, 2029, the Company may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’

prior notice to Holders as provided under Section 3.02 and Section 3.03, at a redemption price equal to 100% of the principal

amount of the Notes to be redeemed, plus the Applicable Premium as of, and accrued and unpaid interest to (but not including), the redemption

date (subject to the right of Holders of record on the relevant record date to receive interest due on the Notes on the relevant interest

payment date).

“Applicable Premium”

means, with respect to any Note on any redemption date, an amount equal to the greater of:

(1) 1.0% of the principal amount of such

Note; and

(2) the excess, if any, of:

(a) the present value at such redemption

date of the sum of (1) 100% of the principal amount that would be payable on such Note

on June 1, 2029 plus (2) all required interest payments due on such Note through

June 1, 2029 (excluding accrued but unpaid interest to the redemption date) computed

using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis

points; over

(b) the outstanding principal amount of

such Note.

“Treasury

Rate” means, as of any redemption date, the yield to maturity as of such redemption date calculated as the average of the five

most recent daily rates of U.S. Treasury securities with a constant maturity (as compiled and published in the most recent Selected Interest

Rates (Daily)—H.15 release that has become publicly available at least two Business Days prior to the redemption date (or,

if such release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the

redemption date to June 1, 2029 provided, however, that if the period from the redemption date to June 1, 2029

is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield can be calculated, the Treasury Rate

shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United

States Treasury securities for which such yields can be calculated except that if the period from the redemption date to June 1,

2029 is less than one year, the calculated weekly average yield on actually traded United States Treasury securities adjusted to a constant

maturity of one year shall be used.

(d)            For

the avoidance of doubt, the Trustee shall have no responsibility, obligation or liability for the calculation of the Applicable Premium.

(e)            In

addition, the Company may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated

transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the

terms of this Indenture.

Section 3.09. [Reserved].

Section 3.10. Mandatory

Redemption.

The Company shall not be required

to make mandatory redemption or sinking fund payments with respect to the Notes.

ARTICLE 4.

COVENANTS

Section 4.01. Payment

of Securities.

The Company shall pay or cause

to be paid the Principal of and interest on the Notes on the dates and in the manner provided in this Indenture and the Notes. Principal

and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Restricted Subsidiary, holds

as of 10:00 a.m. New York City time on that date immediately available funds designated for and sufficient to pay all Principal

and interest then due. Subject to actual receipt of such funds as provided by this Section 4.01 by the applicable Paying Agent,

such Paying Agent shall make payments on the Notes in accordance with the provisions of this Indenture.

To the extent lawful, the Company

shall pay interest on overdue Principal and overdue installments of interest at the rate per annum borne by the Notes.

Section 4.02. Maintenance

of Office or Agency.

The Company shall maintain

in the Borough of Manhattan, The City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the

Trustee or Registrar) where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon

the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of

the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required

office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may

be made or served at the Corporate Trust Office of the Trustee. The address of the Corporate Trust Office for the Trustee located in

the Borough of Manhattan, The City of New York is 250 Park Avenue, 6th Floor New York, NY 10177. The Company may also from time to time

designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may

from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve

the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes. The

Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any

such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of

the Company in accordance with Section 2.03.

Section 4.03. Reports.

Whether or not required by

the Commission, so long as any Notes are outstanding, OI Group shall furnish to the Trustee and registered Holders of the Notes,

within the time periods specified in the Commission’s rules and regulations:

(1) all quarterly and annual financial information

that would be required to be contained in a filing with the Commission on Forms 10-Q and

10-K if OI Group were required to file such Forms, including a “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” and, with

respect to the annual information only, a report on the annual financial statements by OI Group’s

independent registered public accountants; and

(2) all current reports that would be required

to be filed with the Commission on Form 8-K if OI Group were required to file such

reports.

In addition, for so long as

any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and to securities analysts and prospective

investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

For purposes of this Section 4.03,

OI Group shall be deemed to have furnished the information and reports to the Trustee and the Holders as required by this Section 4.03

if OI Group has filed such reports with the Commission via the EDGAR filing system and such information and reports are publicly available

or, provided the Trustee and the Holders are given prior written notice of such practice before the first posting thereof, OI Group has

posted such information and reports on any Parent’s website and such information and reports are publicly available, including

to the Trustee, the Holders, securities analysts and prospective investors.

OI Group shall be deemed to

have satisfied the requirements of this Section 4.03 if any Parent files with the Commission via the EDGAR filing system reports,

documents and information of the Parent of the types otherwise so required, in each case, within the applicable time periods, or, provided

the Trustee and the Holders are given prior written notice of such practice before the first posting thereof, any Parent posts such information

and reports on its website and such information and reports are publicly available, including to the Trustee, the Holders, securities

analysts and prospective investors. If such Parent holds assets or has material operations separate and apart from its ownership of OI

Group, then OI Group or such Parent shall provide consolidating information, which need not be audited, that explains in reasonable detail

the differences between the information relating to such Parent and its Subsidiaries, on the one hand, and the information relating to

OI Group and its Subsidiaries on a standalone basis, on the other hand.

To the extent any such information

is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished,

as applicable, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect

thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Section 6.02

if Holders of at least 30% in principal amount of the outstanding Notes have declared the principal, premium, if any, interest and any

other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been

rescinded or cancelled prior to such cure.

Delivery of such reports, information

and documents to the Trustee is for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive

or actual notice or knowledge of any information contained therein or determinable from information contained therein including the Company’s

compliance with any covenants hereunder (as to which the Trustee is entitled to rely conclusively on any Officers’ Certificate)

and the Trustee shall have no responsibility or liability for the filing, timeliness or content of any such filings or reports by the

Company.

Section 4.04. Compliance

Certificate.

The Company shall deliver to

the Trustee, within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate stating that in the course

of the performance by the signers of their duties as officers of the Company, they would normally have knowledge of any failure by the

Company to comply with all conditions, or default by the Company with respect to any covenants, under this Indenture, and further stating

whether or not they have knowledge of any such failure or default and, if so, specifying each such failure or default and the nature

thereof. For purposes of this Section 4.04, such compliance shall be determined without regard to any period of grace or requirement

of notice provided for in this Indenture.

The Company shall, so long

as any of the Notes are outstanding, deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default, an Officers’

Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Section 4.05. Taxes.

The Company shall pay, prior

to delinquency, all material taxes, except as contested in good faith by appropriate proceedings.

Section 4.06. Stay,

Extension and Usury Laws.

The Company covenants (to the

extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit

or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants

or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit

or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any

power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07. [Reserved].

Section 4.08. Offer

to Repurchase Upon a Change of Control.

If a Change of Control occurs,

unless the Company has exercised its right to redeem all the Notes under Section 3.08 hereof, each Holder of Notes shall have the

right to require the Company to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that

Holder’s Notes pursuant to a change of control offer on the terms set forth in this Indenture (a “Change of Control Offer”).

In the Change of Control Offer, the Company shall offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased,

plus accrued and unpaid interest thereon, to (but not including) the date of purchase (the “Change of Control Payment”).

Within 30 days following any Change of Control or, at the Company’s option, prior to the consummation of such Change of Control

but after the public announcement thereof, the Company shall provide a notice to each Holder at its registered address (with a copy to

the Trustee) describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the

date specified in such notice. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes

pursuant to the Change of Control Offer. Any Change of Control Offer shall be made to all Holders. The notice, which shall govern the

terms of the Change of Control Offer, shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.08;

(2) the Change of Control Payment and the date on which Notes tendered and accepted for payment shall be purchased, which date shall

be no earlier than 10 days and no later than 60 days from the date such notice is provided (other than as required by law) (the “Change

of Control Payment Date”); (3) that any Note not tendered or accepted for payment shall continue to accrete or accrue

interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Change of

Control Offer shall cease to accrete or accrue interest after the Change of Control Payment Date; (5) that Holders electing to have

a Note purchased pursuant to any Change of Control Offer shall be required to surrender the Note, with the form entitled “Option

of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary,

if appointed by the Company, or the Paying Agent at the address specified in the notice at least three days before the Change of Control

Payment Date; (6) that Holders shall be entitled to withdraw their election if the Company, the depositary or the Paying Agent,

as the case may be, receives, not later than the Change of Control Payment Date, a notice setting forth the name of the Holder, the principal

amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(7) that Notes and portions of Notes purchased shall be in amounts of $2,000 or an integral multiple of $1,000 in excess thereof,

except that if all of the Notes of a Holder are to be purchased, the entire outstanding amount of Notes held by such Holder, even if

not $2,000 or an integral multiple of $1,000 in excess thereof, shall be purchased; and (8) that Holders whose Notes were purchased

only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred

by book-entry transfer), which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. The Company

shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder

to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control.

To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture,

the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations

under the Change of Control provisions of this Indenture by virtue of such conflict.

On the Change of Control Payment

Date, the Company shall, to the extent lawful:

(1) accept for payment all Notes or portions

thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount

equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered;

and

(3) deliver or cause to be delivered to the

Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate

principal amount of Notes or portions thereof being purchased by the Company.

The Paying Agent shall promptly

cause to be delivered to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee (or an authentication

agent appointed by it) shall promptly authenticate and mail (or cause to be transferred by book entry Notes which are represented by

global certificates in accordance with the procedures of DTC) to each Holder a new Note equal in principal amount to any unpurchased

portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral

multiple of $1,000 in excess thereof.

The Company shall publicly

announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions set forth above

that require the Company to make a Change of Control Offer following a Change of Control shall not be applicable after a discharge of

this Indenture pursuant to Section 8.01 or defeasance from the Company’s legal obligations with respect to the Notes pursuant

to Section 8.03 or Section 8.04.

Notwithstanding anything to

the contrary in this Section 4.08, the Company shall not be required to make a Change of Control Offer upon a Change of Control

if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements

set forth in this Section 4.08 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or

(ii) notice of redemption has been given pursuant to Section 3.08, unless and until there is a default in payment of the applicable

redemption price.

Notwithstanding anything to

the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation

of such Change of Control, if a definitive agreement is in place providing for the Change of Control at the time the Change of Control

Offer is made.

In the event Holders of not

less than 90% of the aggregate principal amount of the outstanding Notes tender and do not withdraw such Notes in a Change of Control

Offer and the Company purchases all the properly tendered and not withdrawn Notes held by such Holders, within 90 days of such purchase,

the Company will have the right, upon not less than 10 days and not more than 60 days prior notice to Holders as provided under Section 3.03,

to redeem all the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment

(it being understood that the date of purchase for purposes of such definition is the redemption date) (subject to the right of Holders

of record on the relevant record date to receive interest due on the Notes on the relevant interest payment date).

Section 4.09. Liens.

Neither OI Group nor any Restricted

Subsidiary of OI Group shall create, incur, or permit to exist, any Lien on any of their respective assets, whether now owned or hereafter

acquired, in order to secure any Indebtedness of either of OI Group or any Restricted Subsidiary of OI Group, without effectively providing

that the Notes (together with, at the option of OI Group, any other Indebtedness of OI Group or any Restricted Subsidiary of OI Group

ranking equally in right of payment with the Notes for so long as the Notes are secured pursuant to this Section 4.09) shall be

secured equally and ratably with (or at the option of OI Group, with higher Lien priority to) such Indebtedness until such time as such

Indebtedness is no longer secured by such Lien, except:

(1) Liens on cash and Cash Equivalents securing

obligations in respect of letters of credit in accordance with the terms of the Credit Agreement;

(2) Liens existing on the Issue Date;

(3) Liens granted after the Issue Date on any

assets of OI Group or any of its Restricted Subsidiaries securing Indebtedness of OI Group

or any of its Restricted Subsidiaries created in favor of the Holders of the Notes;

(4) Liens securing Indebtedness which is incurred

to extend, renew or refinance, in whole or in part, Indebtedness which is secured by

Liens permitted to be incurred under this Indenture; provided that such Liens do not

extend to or cover any assets of OI Group or any Restricted Subsidiary of OI Group other

than the assets securing the Indebtedness being extended, renewed or refinanced (plus improvements,

accessions, proceeds, dividends or distributions thereof) and that the principal or commitment

amount of such Indebtedness does not exceed the principal or commitment amount of the Indebtedness

being extended, renewed or refinanced at the time of such extension, renewal or refinancing,

or at the time the Lien was issued, created or assumed or otherwise permitted (plus Indebtedness

incurred to pay interest or premiums and costs, expenses and fees incurred in connection

with such extension, renewal or refinancing);

(5) Permitted Liens; and

(6) Liens created in substitution of or as replacements

for any Liens permitted by the preceding clauses (1) through (5) or this clause

(6), provided that, based on a good faith determination of an Officer of the Company, the

assets encumbered under any such substitute or replacement Lien are substantially similar

in value to the assets encumbered by the otherwise permitted Lien which is being replaced.

Any Lien that is granted to secure the Notes

under this Section 4.09 shall be automatically released and discharged at the same time as the release of the Lien that gave rise

to the obligation to secure the Notes under this Section 4.09.

So long as the Credit Agreement is in effect,

if the Notes are secured pursuant to the first sentence of this Section 4.09 in connection with securing any Specified New Senior

Debt, 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 the Notes than those set forth in, or contemplated

by, the Credit Agreement with respect to any Specified New Senior Debt.

Section 4.10. Limitation

on Sale and Leaseback Transactions.

(a) OI Group shall not,

nor shall it permit any of its Restricted Subsidiaries to, enter into any arrangement with any other Person pursuant to which OI Group

or any of its Restricted Subsidiaries leases any Principal Property that has been or is to be sold or transferred by OI Group or the

Restricted Subsidiary to such other Person (a “Sale and Leaseback Transaction”), except that a Sale and Leaseback

Transaction is permitted if OI Group or such Restricted Subsidiary would be entitled to incur Indebtedness secured by a Lien on the Principal

Property to be leased, without equally and ratably securing the Notes, in an aggregate principal amount equal to the Attributable Debt

with respect to such Sale and Leaseback Transaction.

(b) The following Sale

and Leaseback Transactions are not subject to the limitation set forth in Section 4.10(a) and the provisions described in Section 4.09

above:

(1) temporary leases for a term, including renewals

at the option of the lessee, of not more than three years;

(2) leases between only OI Group and a Restricted

Subsidiary of OI Group or only between Restricted Subsidiaries of OI Group;

(3) leases where the proceeds from the sale

of the subject property are at least equal to the Fair Market Value (as determined in good

faith by OI Group) of the subject property and OI Group or such Restricted Subsidiary (as

applicable) applies an amount equal to the net proceeds of the sale to the retirement of

long-term Indebtedness or the purchase, construction, development, expansion or improvement

of other property or equipment used or useful in its business, within 270 days of the effective

date of such sale; provided that in lieu of applying such amount to the retirement of long-term

Indebtedness, OI Group may deliver Notes to the Trustee for cancellation; and

(4) leases of property executed by the time

of, or within 360 days after the latest of, the acquisition, the completion of construction,

development, expansion or improvement, or the commencement of commercial operation, of the

subject property.

Section 4.11. Limitations

on Issuances of Guarantees of Indebtedness.

OI Group shall not permit any

of its Domestic Subsidiaries, directly or indirectly, to Guarantee the payment of any other Indebtedness of the Company or OI Group unless

such Domestic Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of

the Notes by such Domestic Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee

of such other Indebtedness. In addition, OI Group shall not permit any Foreign Subsidiary, directly or indirectly, to Guarantee the payment

of any of the Existing Senior Notes unless such Foreign Subsidiary simultaneously executes and delivers a supplemental indenture providing

for the Guarantee of the payment of the Notes by such Foreign Subsidiary, which Guarantee shall be senior to or pari passu with

such Subsidiary’s Guarantee of such other Existing Senior Notes.

Notwithstanding the preceding

paragraph, such Guarantee shall be automatically and unconditionally released and discharged as provided by Section 10.10.

ARTICLE 5.

SUCCESSORS

Section 5.01. Merger,

Consolidation or Sale of Assets.

OI Group shall not, in any

transaction or series of transactions, merge or consolidate with or into or, directly or indirectly, Transfer all or substantially all

of its properties and assets to, any Person or Persons, and OI Group shall not permit any of its Restricted Subsidiaries to enter into

any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a Transfer

of all or substantially all of the properties and assets of OI Group and its Restricted Subsidiaries, on a consolidated basis, to any

other Person or Persons, unless at the time and after giving effect thereto:

(1) either: (a) OI Group or such Restricted

Subsidiary, as the case may be, is the surviving corporation; or (b) the Person formed

by or surviving any such consolidation or merger (if other than OI Group or such Restricted

Subsidiary) (the “Successor Company”) or to which such Transfer shall

have been made is a corporation organized or existing under the laws of the United States,

any state thereof or the District of Columbia;

(2) the Successor Company (if other than OI

Group or such Restricted Subsidiary) or the Person to which such Transfer shall have been

made assumes by supplemental indenture executed by the Successor Company or Person, as the

case may be, and delivered to the Trustee, all the obligations of OI Group or such Restricted

Subsidiary (if such Restricted Subsidiary is a Guarantor), as the case may be, under the

Notes and this Indenture;

(3) immediately after such transaction no Default

or Event of Default exists; and

(4) OI Group or the Successor Company formed

by or surviving any such consolidation or merger (if other than OI Group), or the Person

to which such Transfer shall have been made, delivers or causes to be delivered to the Trustee

an Officers’ Certificate and an Opinion of Counsel each stating that such transaction

or series of transactions and the supplemental indenture in respect thereto comply with this

Indenture and that all conditions precedent provided for in this Indenture relating to such

transaction and the supplemental indenture have been complied with.

This Section 5.01 shall

not apply (other than with respect to the Company) to (i) a merger or consolidation of any Restricted Subsidiary of OI Group into

OI Group, a merger or consolidation of any Restricted Subsidiary of OI Group with or into any other Restricted Subsidiary of OI Group

or the Transfer of assets between or among any such Restricted Subsidiaries and (ii) a merger or consolidation of OI Group into

any Restricted Subsidiary of OI Group or a Transfer of assets from OI Group to any of its Restricted Subsidiaries so long as all assets

of OI Group and its Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary)

are owned by OI Group (if applicable), such Restricted Subsidiary, its Restricted Subsidiaries and/or any other Restricted Subsidiaries

of OI Group in existence immediately prior to such transaction.

Section 5.02. Successor

Corporation Substituted.

Upon any consolidation or merger,

or any transfer by OI Group or its Restricted Subsidiaries (other than by lease) of all or substantially all of the assets of OI Group

in accordance with Section 5.01, the Successor Company or the Person to which such transfer is made shall succeed to, and be substituted

for, and may exercise every right and power of the Company and OI Group under this Indenture with the same effect as if such Successor

Company or Person had been named as the Company and OI Group herein. In the event of any such transfer, the Company and OI Group shall

be released and discharged from all liabilities and obligations in respect of the Notes and this Indenture, and Company and OI Group

may be dissolved, wound up or liquidated at any time thereafter.

ARTICLE 6.

DEFAULTS

AND REMEDIES

Section 6.01. Events

of Default.

An “Event of Default”

occurs with respect to the Notes if:

(1) the Company defaults in the payment of interest

on the Notes when the same becomes due and payable and the default continues for a period

of 30 days;

(2) the Company defaults in the payment of the

Principal of, or premium, if any, on the Notes when the same becomes due and payable at maturity,

upon redemption or otherwise;

(3) failure by OI Group or any of its Restricted

Subsidiaries to comply with the provisions of Section 4.08.

(4) failure by OI Group or any of its Restricted

Subsidiaries for 60 days after notice from the Trustee or the Holders of at least 30% in

principal amount of the Notes then outstanding under this Indenture to comply with any of

the other agreements (other than those specified in clause (3) above) in this Indenture,

the Notes and the Guarantees of the Notes (with respect to any Guarantor);

(5) default under any mortgage, indenture or

instrument under which there may be issued or by which there may be secured or evidenced

any Indebtedness for money borrowed by OI Group or any Restricted Subsidiary (or the payment

of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness

or Guarantee now exists, or is created after the Issue Date, if that default:

(a) is caused by a failure to pay principal

of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace

period provided in such Indebtedness on the date of such default (a “Payment Default”);

(b) results in the acceleration of such Indebtedness

prior to its express maturity;

and in any individual case, (i) the

principal amount of any such Indebtedness is equal to or in excess of $100.0 million, or such Indebtedness together with the principal

amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated,

aggregates $200.0 million or more and (ii) OI Group has received notice specifying the default from the Trustee or the Holders of

at least 30% in principal amount of the Notes then outstanding under this Indenture and does not cure the default within 30 days;

(6) any final judgment or order for payment

of money in excess of $100.0 million in any individual case and $200.0 million in the aggregate

at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and

such judgment or order shall not have been paid, discharged or stayed for a period of 60

days after its entry;

(7) except as permitted by this Indenture, any

Guarantee of the Notes by OI Group or any Guarantor that is a Significant Subsidiary shall

be held in any judicial proceeding to be unenforceable or invalid or shall cease for any

reason to be in full force and effect or OI Group or any Guarantor that is a Significant

Subsidiary, or any Person acting on behalf of any such Guarantor, shall deny or disaffirm

its obligations under its Guarantee of the Notes;

(8) the Company, OI Group or any Significant

Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case;

(b) consents to the entry of an order for

relief against it in an involuntary case;

of it or for all or substantially all of its property;

(d) makes a general assignment for the benefit

of its creditors; or

(e) admits in writing its inability generally

to pay its debts as the same become due; and

(9) a court of competent jurisdiction enters

an order or decree under any Bankruptcy Law that:

(a) is for relief against the Company, OI

Group or any Significant Subsidiary of OI Group in an involuntary case;

(b) appoints a Custodian of the Company, OI

Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s

property; or

OI Group or any Significant Subsidiary of OI Group;

and the order or decree remains unstayed

and in effect for 60 days.

The term “Bankruptcy

Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. The term “Custodian”

means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

Pursuant to Section 4.04,

forthwith upon becoming aware of any Default or Event of Default, the Company shall deliver to the Trustee an Officers’ Certificate

specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Any Default or Event of Default

for the failure to comply with the time periods prescribed in Section 4.03 or otherwise to deliver any notice or certificate pursuant

to any other provision hereof shall be deemed to be cured upon the delivery of any such report required by Section 4.03 or such

notice or certificate, as applicable, even though such delivery is not within the prescribed period specified in this Indenture.

Section 6.02. Acceleration.

(a)            If

an Event of Default other than an Event of Default specified in clauses (8) and (9) of Section 6.01, occurs and is continuing,

the Trustee by notice to the Company, or the Holders of at least 30% in principal amount of the then outstanding Notes by notice in writing

to the Company and the Trustee, in the case of notice by the Holders, specifying the respective Event of Default and that it is a “notice

of acceleration” may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable

immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. If an Event

of Default specified in clauses (8) or (9) of Section 6.01 occurs, all outstanding Notes shall become and be due and payable

immediately without any declaration, act or notice or other act on the part of the Trustee or any Holders. The Holders of a majority

in principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind

an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default

have been cured or waived except non-payment of Principal (or such lesser amount) or interest, if any, that has become due solely because

of the acceleration.

(b)            Any

notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take

any other action (a “Noteholder Direction”) provided by any one or more Holders (each, a “Directing Holder”)

must be accompanied by a written representation from each such Holder delivered to the Company and the Trustee that such Holder is not

(or, in the case such Holder is Depositary or its nominee, that such Holder is being instructed solely by beneficial owners that have

represented to such Holder that they are not) Net Short (a “Position Representation”), with representation, in the

case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the

resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is

deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company

may reasonably request from time to time in order to verify the accuracy of such noteholder’s Position Representation within five

Business Days of request thereof (a “Verification Covenant”). In any case in which the Holder is the Depositary or

its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the

notes in lieu of the Depositary or its nominee and the Depositary shall be entitled to conclusively rely on such Position Representation

and Verification Covenant in delivering its direction to the Trustee. In no event shall the Trustee have any liability or obligation

to ascertain, monitor or inquire as to whether any Holder is Net Short and/or whether such Holder has delivered any Position Representation,

Verification Covenant, Noteholder Direction, or any related certifications under this Indenture or in connection with the Notes or if

any such Position Representation, Verification Covenant, Noteholder Direction, or any related certifications comply with this Indenture,

the Notes, or any other document. It is understood and agreed that the Company and the Trustee shall be entitled to conclusively rely

on each representation, deemed representation and certification made by, and covenant of, each beneficial owner provided for in this

paragraph. Notwithstanding any other provision of this Indenture, the Notes or any other document, the provisions of this paragraph shall

apply and survive with respect to each beneficial owner notwithstanding that any such Person may have ceased to be a beneficial owner,

this Indenture may have been terminated or the Notes may have been redeemed in full.

following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there

is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides

to the Trustee an Officers’ Certificate stating that the Company has initiated litigation in a court of competent jurisdiction

seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate

any Default, Event of Default or acceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the cure period

with respect to such Default shall be automatically stayed and the cure period with respect to such Default or Event of Default shall

be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction

on such matter if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such

Noteholder Direction would have been insufficient to validly provide such Noteholder Direction.

(d)            If,

following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officers’

Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default

or Event of Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted from

the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification

Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being

disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such

Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void

ab initio (other than any indemnity such Directing Holder may have offered the Trustee), with the effect that such Default or Event of

Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder

Direction or any notice of such Default or Event of Default.

(e)            Notwithstanding

anything in Section 6.03(b), (c) or (d) hereof to the contrary, any Noteholder Direction delivered to the Trustee during

the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing

paragraphs.

(f)            For

the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance

with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance

with any Verification Covenant, verify any statements in any Officers’ Certificate delivered to it, or otherwise make calculations,

investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments

or otherwise. The Trustee shall have no liability to the Company, any Holder or any other Person in acting in good faith on a Noteholder

Direction.

Section 6.03. Other

Remedies.

If an Event of Default with

respect to the Notes occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of Principal or interest

on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a

proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the

Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute

a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04. Waiver

of Past Defaults.

Subject to Section 9.02,

the Holders of a majority in principal amount of the then outstanding Notes, by notice to the Trustee, may on behalf of the Holders of

all of the Notes waive an existing Default or Event of Default and its consequences under this Indenture except a continuing Default

or Event of Default in the payment of interest on, or the Principal of any Note (provided, however, that the Holders of a majority

in principal amount of the outstanding Notes may rescind an acceleration and its consequences, including any related payment default

that resulted from such acceleration).

Section 6.05. Control

by Majority.

The Holders of a majority in

principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any

remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction

that conflicts with law or this Indenture, that is unduly prejudicial to the rights of another Holder of Notes (however the Trustee shall

not have any obligation to determine this), or that may involve the Trustee in personal liability. The Trustee may take any other action

which it deems proper that is not inconsistent with any such direction.

Section 6.06. Limitation

on Suits.

A Holder of Notes may not pursue

a remedy with respect to this Indenture, the Notes or any Guarantee of Notes, if any, unless:

(a)            the

Holder gives to the Trustee written notice of a continuing Event of Default;

(b)            the

Holders of at least 30% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

Holder or Holders offer to the Trustee indemnity and/or security satisfactory to the Trustee against any loss, liability or expense;

(d)            the

Trustee does not comply with the request within 30 days after receipt of the request and, if requested, the provision of indemnity and/or

security; and

(e)            during

such 30-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent

with the request.

The Trustee may withhold from

Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of Principal

or interest) if it determines that withholding notice is in the interest of such Holders.

No Holder of any Notes may

use this Indenture to prejudice the rights of another Holder of Notes or to obtain a preference or priority over another Holder of Notes.

Section 6.07. Rights

of Holders to Receive Payment.

Notwithstanding any other provision

of this Indenture, the right of any Holder of a Note to bring suit for the enforcement of payment of Principal of and interest, if any,

on the Note, on or after the respective due dates expressed in the Note, shall not be impaired or affected without the consent of the

Holder; provided that a Holder shall not have the right to institute any such suit for the enforcement of payment if and to the

extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender,

impairment, waiver or loss of the Lien of this Indenture upon any property subject to such Lien.

Section 6.08. Collection

Suit by Trustee.

If an Event of Default specified

in Section 6.01(1) or (2) occurs and is continuing with respect to Notes, the Trustee may recover judgment in its own

name and as trustee of an express trust against the Company for the whole amount of Principal (or such portion of the Principal as may

be specified as due upon acceleration at that time) and interest, if any, remaining unpaid on the Notes then outstanding, together with

(to the extent lawful) interest on overdue Principal and interest, and such further amount as shall be sufficient to cover the costs

and, to the extent lawful, expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the

Trustee, its agents and counsel and any other amounts due the Trustee under Section 7.06.

Section 6.09. Trustee

May File Proofs of Claim.

The Trustee may file such proofs

of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed

in any judicial proceedings relative to the Company (or any other obligor on the Notes), its creditors or its property and shall be entitled

to and empowered to collect and receive any money or other property payable or deliverable on any such claims and to distribute the same,

and any custodian in any such judicial proceedings is hereby authorized by each Holder to make such payments to the Trustee and, in the

event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to

it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts

due the Trustee under Section 7.06. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to

or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or

the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10. Priorities.

If the Trustee collects any

money pursuant to this Article 6, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys

and the Agents, their agents and attorneys for amounts due under Section 7.06, including

payment of all compensation, expenses and liabilities incurred, and all advances made, by

the Trustee and the costs and expenses of collection;

Second: to Holders for amounts due and unpaid

on the Notes for Principal and interest, ratably, without preference or priority of any kind,

according to the amounts due and payable on the Notes for Principal and interest; and

Third: to the Company or to such party as a

court of competent jurisdiction shall direct. Until so applied, such payments shall be held

in a separate account, in trust, by the Trustee or invested by the Trustee at the written

direction of the Company. At such time as no Notes remain outstanding, any excess money held

by the Trustee shall be paid to the Company.

The Trustee may fix a record

date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. The Trustee shall notify the Company in

writing reasonably in advance of any such record date and payment date.

Section 6.11. Undertaking

for Costs.

In any suit for the enforcement

of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a

court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and

the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the

suit, having due regard to the merits and good faith of the claims or defense made by the party litigant. This Section 6.11 does

not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal

amount of the then outstanding Notes.

ARTICLE 7.

TRUSTEE

Section 7.01. Duties

of Trustee.

(a)            If

an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture,

and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the

conduct of his own affairs.

(b)            Except

during the continuance of an Event of Default known to the Trustee:

(i) the duties of the Trustee and the Agents

shall be determined solely by the express provisions of this Indenture and the Trustee and

the Agents need perform only those duties that are specifically set forth in this Indenture

and no others, and no implied covenants or obligations shall be read into this Indenture

against the Trustee or the Agents; and

(ii) in the absence of bad faith on its part,

the Trustee may conclusively rely, as to the truth of the statements and the correctness

of the opinions expressed therein, upon certificates or opinions furnished to the Trustee

and conforming to the requirements of this Indenture. However, the Trustee shall examine

the certificates and opinions to determine whether or not they conform to the requirements

of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations

or other facts stated therein).

Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct,

except that:

(i) this paragraph does not limit the effect

of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any

error of judgment made in good faith by a Responsible Officer of the Trustee, unless it is

proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect

to any action it takes or omits to take in good faith in accordance with a direction received

by it pursuant to Sections 6.02, 6.04 or 6.05.

(d)            Whether

or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs

(a), (b) and (c) of this Section 7.01.

(e)            No

provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under

no obligation to perform any duty or exercise any of its rights or powers under this Indenture at the request of the Holders, unless

such Holder has offered to the Trustee security and, if requested, the provision of indemnity satisfactory to it against any loss, liability

or expense.

(f)            The

Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Absent

written instruction from the Company, the Trustee shall not be required to invest any such money. Money held in trust by the Trustee

need not be segregated from other funds except to the extent required by law.

(g)            The

Trustee shall not be deemed to have notice or any knowledge of any matter (including without limitation Defaults or Events of Default)

unless a Responsible Officer of the Trustee assigned to and working in the Trustee’s corporate trust and agency department has

actual knowledge thereof or unless written notice thereof is received by the Trustee and such notice clearly references the Notes, the

Company or this Indenture.

(h)            Whether

or not expressly provided in any other provision herein, the rights, privileges, protections, immunities and benefits given to the Trustee,

including, without limitation, its rights to be indemnified and all other rights provided in Section 7.06, this Section 7.01

and Section 7.02, are extended to, and shall be enforceable by the Trustee in each of its capacities in which it may serve, and

to each Agent and any other person employed to act hereunder.

Section 7.02. Rights

of Trustee.

(a)            The

Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person.

The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,

instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other

paper or document, but the Trustee may make such further inquiry or investigation into such facts or matters as it may see fit.

(b)            Before

the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both. The Trustee

shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion

of Counsel.

Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)            The

Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights

or powers under this Indenture, unless the Trustee’s conduct constitutes negligence.

(e)            Unless

otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed

by an Officer of the Company.

(f)            The

Trustee may consult with counsel or other professional advisors of its selection and may rely on the written advice of such counsel,

professional advisor or any Opinion of Counsel.

(g)            The

Trustee shall not be deemed to have knowledge of any Default or Event of Default unless a Trust Officer of the Trustee has actual knowledge

thereof or unless written notice of any event that is in fact such a default is received by the Trustee at the Corporate Trust Office

of the Trustee, and such notice references the Notes and this Indenture.

(h)            Except

with respect to Sections 4.01, 4.03 and 4.04, the Trustee shall have no duty to inquire as to the performance of the Company with respect

to the covenants contained in Article 4.

(i)            Delivery

of reports, information and documents to the Trustee under Article 4 (other than the delivery of Officers’ Certificates pursuant

to Section 4.04) is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive

notice of any information contained therein or determinable from information contained therein, including the Company’s compliance

with any of their covenants hereunder (as to which the Trustee is entitled to rely conclusively on Officers’ Certificates).

(j)            The

rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to,

and shall be enforceable by the Trustee in each of its capacities hereunder and by each agent (including the Agents), custodian and other

person employed to act hereunder.

(k)            The

Trustee shall not be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including,

but not limited to, loss or profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and

regardless of the form of action.

(l)            The

permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties.

(m)            In

no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising

out of or caused by acts of war or terrorism involving the United States or any other national or international calamity or emergency

(including natural disasters or acts of God), it being understood that the Trustee shall use reasonable efforts which are consistent

with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(n)            The

Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion,

based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, the State

of New York.

Section 7.03. Individual

Rights of Trustee.

The Trustee or Agents in their

individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or an Affiliate with

the same rights it would have if they were not Trustee or Agent. However, in the event that the Trustee or any Agent acquires any conflicting

interest it must eliminate such conflict within 90 days or resign.

Section 7.04. Trustee’s

Disclaimer.

The Trustee will not be responsible

and makes no representation as to the validity or adequacy of this Indenture or the Notes (including any Guarantee), it shall not be

accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s discretion

under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent

other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other

document, including but not limited to the Offering Memorandum, in connection with the sale of the Notes or pursuant to this Indenture

other than its certificate of authentication.

Section 7.05. Notice

of Defaults.

If a Default or Event of Default

with respect to the Notes occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to all Holders of Notes

a notice of the Default or Event of Default within 60 days after it occurs. Except in the case of a Default or Event of Default in payment

on any such Note, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that

withholding the notice is in the interests of such Holders.

Section 7.06. Compensation

and Indemnity.

The

Company, or upon the failure of the Company to pay, each Guarantor, jointly and severally, shall pay to the Trustee and the Agents from

time to time compensation as shall be agreed upon in writing for its acceptance of this Indenture and services hereunder. The

Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company, and each Guarantor,

jointly and severally, shall reimburse the Trustee or the Agent as the case may be promptly upon written request for all reasonable disbursements,

advances and out-of-pocket expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include

reasonable compensation, disbursements and out-of-pocket expenses of the Agent and Trustee’s agents and counsel.

The

Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee (including its directors, officers, agents and

employees), any predecessor Trustee and the Agents for any and all loss, liability, damage, claims or expenses, including taxes (other

than taxes based upon, measured by or determined by the income of the Trustee or the Agents) incurred by them, without negligence, willful

misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of this Indenture and their

duties hereunder including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including

this Section 7.06) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other

Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee or the Agents

as the case may be shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify

the Company will not relieve the Company or any of the Guarantors of their obligations hereunder, except when such failure to notify

is prejudicial to the Company or the Guarantors. Except where the interests of the Company and the Guarantors, on the one hand, and the

Trustee, on the other hand, may be adverse, the Company or such Guarantor shall defend the claim and the Trustee or Agents shall cooperate

in the defense. The Trustee or Agents may have separate counsel and the Company shall pay the properly incurred fees and expenses of

such counsel. Each of the Company and any Guarantor need not pay for any settlement made without its consent, which consent will not

be unreasonably withheld.

secure the Company’s payment obligations in this Section 7.06, the Trustee shall have a lien prior to the Notes on

all money or property held or collected by the Trustee in its capacity as Trustee, except money or property held in trust to pay Principal

and interest on the Notes. Such lien shall survive the satisfaction and discharge of this Indenture.

If the Trustee incurs expenses

or renders services after an Event of Default specified in Section 6.01(8) or (9) occurs, the expenses and the compensation

for the services shall be intended to constitute expenses of administration under any applicable Bankruptcy Law.

The

indemnity contained in this Section 7.06 shall survive the termination of this Indenture and shall continue for the benefit

of the Trustee or an Agent notwithstanding its resignation or retirement.

Section 7.07. Replacement

of Trustee.

A resignation or removal of

the Trustee with respect to the Notes and appointment of a successor Trustee shall become effective only upon the successor Trustee’s

acceptance of appointment as provided in this Section 7.07.

The Trustee may resign at any

time and be discharged from the trust hereby created by 30 days’ notice to the Company in writing. The Holders of a majority in

principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee in writing and may appoint a successor

Trustee with the Company’s consent. The Company may remove the Trustee if:

(A) the Trustee fails to comply with Section 7.09;

(B) the Trustee is adjudged a bankrupt or an

insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy

Law;

charge of the Trustee or its property; or

(D) the Trustee becomes incapable of acting.

If the Trustee resigns or is

removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within

one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint

a successor Trustee to replace the successor Trustee appointed by the Company. If a successor Trustee does not take office within 60

days after the retiring Trustee resigns or is removed, (i) the retiring Trustee, the Company or the Holders of at least 10% in principal

amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee or (ii) the

retiring Trustee may appoint a successor Trustee at any time prior to the date on which a successor Trustee takes office, provided that

such appointments shall be reasonably satisfactory to the Company (such acceptance not to be unreasonably withheld or delayed).

If the Trustee fails to comply

with Section 7.09, any Holder of Notes who has been a bona fide Holder of Notes for at least six months may petition any court of

competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver

a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall

promptly transfer all property held by it as Trustee to the successor Trustee (subject to the lien provided for in Section 7.06),

the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers

and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the Holders of Notes.

Notwithstanding replacement

of the Trustee pursuant to this Section 7.07, the Company’s obligations under Section 7.06 shall continue for the benefit

of the retiring Trustee.

Section 7.08. Successor

Trustee by Merger, Etc.

If the Trustee consolidates,

merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor

corporation without any further act shall be the successor Trustee.

Section 7.09. Eligibility;

Disqualification.

There will at all times be

a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state

thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal

or state authorities and that is a corporation which is generally recognized as a corporation which customarily performs such corporate

trustee roles and provides such corporate trustee services in transactions similar in nature to the offering of the Notes as described

in the Offering Memorandum.

ARTICLE 8.

SATISFACTION

AND DISCHARGE; DEFEASANCE

Section 8.01. Satisfaction

and Discharge of Indenture.

This Indenture shall be discharged

and will cease to be of further effect as to the Notes (except as to any surviving rights of registration of transfer or exchange of

Notes herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging

satisfaction and discharge of this Indenture with respect to the Notes; when

(a)            either:

(i) all Notes that have been authenticated

(except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose

payment money has theretofore been deposited in trust and thereafter repaid to the Company)

have been delivered to the Trustee for cancellation; or

(ii) all Notes that have not been delivered

to the Trustee for cancellation have become due and payable by reason of the making of a

notice of redemption or otherwise, or will become due and payable within one year or are

to be called for redemption within one year under arrangements satisfactory to the Trustee

for the giving of a notice of redemption by the Trustee in the name, and at the expense,

of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be

deposited with the Trustee (or such other entity designated by the Trustee for this purpose)

as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S.

dollars, non-callable Government Securities, or a combination thereof, in such amounts as

will be sufficient without consideration of any reinvestment of interest, to pay and discharge

the entire indebtedness on the Notes not delivered to the Trustee for cancellation for Principal,

premium, if any, and accrued interest to, but not including, the date of Maturity or redemption;

(b)            the

Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture;

Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of

the Notes at Maturity or the redemption date, as applicable; and

(d)            the

Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent

in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction

and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.06, and, if money shall have been

deposited with the Trustee pursuant to clause (a)(ii) of this Section 8.01 or if money or obligations shall have been deposited

with or received by the Trustee pursuant to Section 8.03 or 8.04, the obligations of the Trustee under Sections 8.02 and 8.05 shall

survive.

Section 8.02. Application

of Trust Funds; Indemnification.

(a)            Subject

to the provisions of Section 8.05, all money and Government Securities deposited with the Trustee pursuant to Section 8.01,

all money and Government Securities deposited with the Trustee pursuant to Sections 8.03 or 8.04 and all money received by the Trustee

in respect of Government Securities deposited with the Trustee pursuant to Sections 8.01, 8.03 or 8.04, shall be held in trust and applied

by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent

(including the Company acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the Principal

and interest for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments

or analogous payments as contemplated by Sections 8.03 and 8.04.

(b)            The

Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against Government Securities

deposited pursuant to Sections 8.01, 8.03 or 8.04 or the interest and principal received in respect of such obligations other than any

payable by or on behalf of Holders.

Trustee shall deliver or pay to the Company from time to time upon the request of the Company any Government Securities or money held

by it as provided in Sections 8.03 or 8.04 that, in the opinion of a nationally recognized firm of independent certified public accountants

expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have

been required to be deposited for the purpose for which such Government Securities or money were deposited or received. This provision

shall not authorize the sale by the Trustee of any Government Securities held under this Indenture.

Section 8.03. Legal

Defeasance of Notes.

The Company shall be deemed

to have paid and discharged the entire indebtedness on all the outstanding Notes on the date of the deposit referred to in subparagraph

(1) of the proviso hereof, the provisions of this Indenture, as it relates to such outstanding Notes, shall no longer be in effect

and any Guarantees of such Notes shall terminate (and the Trustee, at the expense of the Company, shall, upon the Company’s request,

execute proper instruments acknowledging the same), except as to:

(a)            the

rights of Holders of outstanding Notes to receive, from the trust funds described in subparagraph (1) of the proviso hereof, payment

of the Principal of or interest on the outstanding Notes at Maturity thereof in accordance with the terms of this Indenture and the Notes;

(b)            the

Company’s obligations under Sections 2.03, 2.06, 2.07, 2.09 and 4.02;

rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 8.02 and the duty of the

Trustee to authenticate Notes issued on registration of transfer of exchange and the Company’s and the Guarantors’ obligations

in connection therewith; and

(d)            the

provisions of this Section 8.03;

provided

that, the following conditions shall have been satisfied:

(1)            the

Company shall have deposited or caused to be deposited irrevocably with the Trustee (or such other entity designated by the Trustee for

this purpose), as trust funds in trust for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities

or a combination thereof in such amounts as will be sufficient, as confirmed, certified or attested to by a firm of independent public

accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the Principal of and interest

on all outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify

whether the Notes are being defeased to Stated Maturity or to a particular redemption date;

(2)            the

Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company

has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (b) since the Issue Date, there

has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of

Counsel shall confirm that, the beneficial owners of the outstanding Notes shall not recognize income, gain or loss for U.S. federal

income tax purposes as a result of such deposit, defeasance and discharge and shall be subject to U.S. federal income tax on the same

amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge under this Section 8.03

had not occurred;

(3)            no

Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default

resulting from the borrowing of funds to be applied to such deposit);

(4)            such

defeasance pursuant to this Section 8.03 shall not result in a breach or violation of, or constitute a default under any material

agreement or instrument to which OI Group or the Company or any of their Restricted Subsidiaries are a party or by which OI Group

or the Company or any of such Restricted Subsidiaries are bound;

(5)            the

Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion, following the deposit,

the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting

creditors’ rights generally;

(6)            the

Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with

the intent of preferring the Holders of the Notes over the other creditors of the Company with the intent of defeating, hindering, delaying

or defrauding creditors of the Company or others; and

(7)            the

Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions

precedent herein provided for relating to the defeasance contemplated by this Section 8.03 have been complied with.

Section 8.04. Covenant

Defeasance.

On and after the date of the

deposit referred to in subparagraph (1) of the proviso hereof, (a) the Company may omit to comply with any term, provision

or condition set forth under Sections 4.03, 4.04, 4.05, 4.06, 4.08, 4.09, 4.10, 4.11 and 5.01 (and the failure to comply with any such

provisions shall not constitute a Default or Event of Default under Section 6.01), with respect to the Notes, and (b) an Event

of Default specified in Sections 6.01(3), 6.01(4) (only with respect to covenants that are released as a result of such covenant

defeasance pursuant to this Section 8.04), 6.01(5) and 6.01(6), in each case, shall not constitute an Event of Default, provided,

in the case of (a) and (b), that the following conditions shall have been satisfied:

(1)            the

Company shall have deposited or caused to be deposited irrevocably with the Trustee (or such other entity designated by the Trustee for

this purpose), as trust funds in trust for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities

or a combination thereof in such amounts as will be sufficient, as confirmed, certified or attested to by a firm of independent public

accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the Principal of and interest

on all outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify

whether the Notes are being defeased to Stated Maturity or to a particular redemption date;

(2)            the

Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the beneficial

owners of the outstanding Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit

and defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would

have been the case if such deposit and defeasance under this Section 8.04 had not occurred;

(3)            no

Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default

resulting from the borrowing of funds to be applied to such deposit);

(4)            such

defeasance pursuant to this Section 8.04 shall not result in a breach or violation of, or constitute a default under any material

agreement or instrument to which OI Group or the Company or any of their Restricted Subsidiaries are a party or by which OI Group

or the Company or any of such Restricted Subsidiaries are bound;

(5)            the

Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion, following the deposit,

the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting

creditors’ rights generally;

(6)            the

Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with

the intent of preferring the Holders of the Notes over the other creditors of the Company with the intent of defeating, hindering, delaying

or defrauding creditors of the Company or others; and

(7)            the

Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions

precedent herein provided for relating to the defeasance contemplated by this Section 8.04 have been complied with.

Section 8.05. Repayment

to Company.

The Trustee and the Paying

Agent shall pay to the Company upon the Company’s request any money held by them for the payment of Principal or interest that

remains unclaimed for two years after the date upon which such payment shall have become due. After payment to the Company, Holders entitled

to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another

Person.

ARTICLE 9.

SUPPLEMENTS,

AMENDMENTS AND WAIVERS

Section 9.01. Without

Consent of Holders.

The Company, the Guarantors

and the Trustee may supplement or amend this Indenture, the Notes or the Guarantees of the Notes without the consent of any Holder:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in

addition to or in place of certificated Notes (provided that the uncertificated Notes

are issued in registered form for purposes of Section 163(f) of the Internal Revenue

Code of 1986, as amended);

(3) to comply with Article 5;

(4) to provide for the assumption of the Company’s

or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation

or sale of all or substantially all of the Company’s or such Guarantor’s assets;

(5) to make any change that would provide

any additional rights or benefits to the Holders of Notes or that does not adversely affect

the legal rights under this Indenture or the Guarantees of the Notes of any such Holder (including,

but not limited to, adding a Guarantor under this Indenture or securing the Notes); or

(6) to conform the text of the Notes, the

Guarantees or this Indenture to any provision of the “Description of Notes” section

of the Offering Memorandum to the extent that such provision in such “Description of

Notes” section was intended to be a verbatim recitation of a provision of the Notes,

the Guarantees or this Indenture.

Section 9.02. With

Consent of Holders.

Subject to Sections 6.04 and

6.07, the Company, the Guarantors and the Trustee, as applicable, may amend or supplement this Indenture, the Notes or the Guarantees

of the Notes, with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including, without

limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and the Holders of a majority

in principal amount of the then outstanding Notes may also waive any existing Default or compliance with any provision of this Indenture,

the Notes or the Guarantees of the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender

offer or exchange offer for, Notes); provided, that without the consent of each Holder affected, an amendment, waiver or other

modification may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose

Holders must consent to an amendment, supplement or waiver;

(2) (i) reduce the principal of or change

the fixed maturity of any Note or (ii) reduce the premium payable upon the redemption

of the Notes or change the time at which any Note may be redeemed (other than notice provisions)

or (iii) reduce the premium payable upon repurchase of the Notes or change the time

at which any Note is to be repurchased (other than notice provisions) as described under

Section 4.08 at any time after a Change of Control has occurred;

(3) reduce the rate of or change the time

for payment of interest on any Note;

(4) waive a Default or Event of Default in

the payment of Principal of, or interest or premium, if any, on any Note (except a rescission

of acceleration of such Note by the Holders of at least a majority in aggregate principal

amount of the Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than

U.S. dollars (including defaulted interest);

(6) make any change in the provisions of this

Indenture relating to waivers of past Defaults;

(7) release OI Group or any Guarantor that

is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture,

except in accordance with the terms of the Guarantee or this Indenture;

(8) modify or change any provision of this

Indenture affecting the ranking of the Notes or the Guarantees of the Notes in a manner adverse

to the Holders of Notes;

(9) amend the contractual right expressly

set forth in this Indenture or the Notes of any Holder to institute suit for the enforcement

of any payment, including premium, if any, on or with respect to the Notes or the Guarantees

of the Notes; or

(10) make any change to this Section 9.02.

It shall not be necessary for

the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall

be sufficient if such consent approves the substance thereof.

After any amendment under this

Indenture becomes effective, the Company shall provide to the Holders a notice briefly describing any such amendment. Any failure of

the Company to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental

indenture or waiver. The Company shall provide supplemental indentures to Holders upon request.

Section 9.03. Revocation

and Effect of Consents.

Until an amendment or waiver

becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder and every subsequent Holder of a Note

or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made

on any Note; provided, however, that unless a record date shall have been established pursuant to Section 2.12(a), any such

Holder or subsequent Holder may revoke the consent as to his Note or portion of a Note if the Trustee receives the notice of revocation

before the date on which the amendment or waiver becomes effective. An amendment or waiver shall become effective on receipt by the Trustee

of consents from the Holders of the requisite percentage principal amount of the outstanding Notes, and thereafter shall bind every Holder

of Notes.

Section 9.04. Notation

on or Exchange of Notes.

If an amendment or waiver changes

the terms of a Note: (a) the Trustee may require the Holder of the Note to deliver it to the Trustee, the Trustee may, at the written

direction of the Company and at the Company’s expense, place an appropriate notation on the Note about the changed terms and return

it to the Holder and the Trustee may place an appropriate notation on any Note thereafter authenticated; or (b) if the Company or

the Trustee so determines, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects

the changed terms.

Section 9.05. Trustee/Agents

to Sign Amendments, Etc.

The Trustee shall receive an

Officers’ Certificate and an Opinion of Counsel stating that the execution of any amendment or waiver proposed pursuant to this

Article is authorized or permitted by this Indenture. Subject to the preceding sentence, the Trustee shall sign such amendment or

waiver. The Trustee and any Agent may, but shall not be obligated to, execute any such amendment, supplement or waiver that affects the

Trustee’s and/or any Agent’s own rights, duties, liabilities or immunities under this Indenture.

ARTICLE 10.

GUARANTEE

Section 10.01. Guarantee.

Subject to the provisions of

this Article 10, the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to each Holder and to

the Trustee and its successors and assigns (a) the due and punctual payment of Principal of and interest on the Notes whether at

Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture

(including obligations to the Trustee and any Agent) with respect to the Notes and (b) the due and punctual performance within applicable

grace periods of all other obligations of the Company under this Indenture with respect to the Notes (all the foregoing being hereinafter

collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed,

in whole or in part, without notice or further assent from the Guarantors, and that the Guarantors will remain bound under this Article 10

notwithstanding any extension or renewal of any Obligation.

The Guarantors waive presentation

to, demand of, payment from and protest to the Company of any of the Obligations and also waive notice of protest for non-payment. The

Guarantors waive notice of any default under the Notes to which this Article 10 is applicable or the Obligations with respect thereto.

The obligations of the Guarantors under this Section 10.01 shall not be affected by (a) the failure of any Holder or the Trustee

to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes

or any other agreement or otherwise; (b) any extension or renewal of any Obligation; (c) any rescission, waiver, amendment,

modification or supplement of any of the terms or provisions of this Indenture (other than this Article 10), the Notes or any other

agreement, unless such rescission, waiver, amendment, modification or supplement expressly affects the obligations of any Guarantor under

this Section 10.01; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the

failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change

in the ownership of the Company.

The Guarantors further agree

that their Guarantees herein constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection)

and waive any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations.

Except as set forth in this

Indenture, the obligations of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for

any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff,

counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations

or otherwise. Without limiting the generality of the foregoing, except as set forth in this Indenture, the obligations of the Guarantors

herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand

or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any

default, failure or delay, willful or otherwise, in the performance of the Obligations with respect to the Notes, or by any other act

or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantors

or would otherwise operate as a discharge of the Guarantors as a matter of law or equity.

The Guarantors further agree

that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part

thereof, of any Obligation with respect to the Notes is rescinded or must otherwise be restored by any Holder or the Trustee upon the

bankruptcy or reorganization of the Company or otherwise, unless such Guarantee has been released in accordance with Section 10.10.

In furtherance of the foregoing

and not in limitation of any other right which any Holder or the Trustee has or may have at law or in equity against the Guarantors by

virtue hereof, upon the failure of the Company to pay any Obligation with respect to the Notes when and as the same shall become due,

whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation with respect

to the Notes, the Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be

paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid Principal amount of such Obligations,

(ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary

Obligations of the Company to the Holders of the Notes and the Trustee.

The Guarantors agree that,

as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations

guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantee herein, notwithstanding any stay,

injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event

of any declaration of acceleration of such Obligations as provided in Article 6, such Obligations (whether or not due and payable)

shall forthwith become due and payable by the Guarantors for the purposes of this Section 10.01.

The Guarantors also agree to

pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in

enforcing any rights under this Section 10.01.

Section 10.02. Limitation

on Liability.

Any term or provision of this

Indenture to the contrary notwithstanding, the obligations of each Guarantor are limited to the maximum amount as will result in the

Obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state

law.

Section 10.03. Execution

and Delivery of Guarantee.

To evidence its Guarantee set

forth in Section 10.01, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form included in Exhibit C

shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee to which this Article 10

is applicable and that this Indenture shall be executed on behalf of such Guarantor by its or its sole member’s President, any

Senior Vice President, General Counsel, any Vice President, Secretary or Assistant Secretary. Further, the Company shall cause all future

Guarantors to execute a supplemental indenture.

Each Guarantor hereby agrees

that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each

Note to which this Article 10 is applicable a notation of such Guarantee.

If an Officer whose signature

is on this Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Guarantee

is endorsed, the Guarantee shall be valid nevertheless.

The delivery of any Note to

which this Article 10 is applicable by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of

the Guarantee set forth in this Indenture on behalf of the Guarantors.

Section 10.04. Successors

and Assigns.

This Article 10 shall

inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of

rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically

extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

Section 10.05. No

Waiver.

Neither a failure nor a delay

on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article 10 shall operate

as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.

The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other

rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise.

Section 10.06. Right

of Contribution.

Each Guarantor hereby agrees

that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall

be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share

of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 10.07. The

provisions of this Section 10.06 shall in no respect limit the obligations and liabilities of any Guarantor to the Trustee and the

Holders and each Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder.

Section 10.07. No

Subrogation.

Notwithstanding any payment

or payments made by any of the Guarantors hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee

or any Holder against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee

or any Holder for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement

from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee

and the Holders by the Company on account of the Obligations are paid in full. If any amount shall be paid to any Guarantor on account

of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such

Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt

by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the

Trustee, if required), to be applied against the Obligations.

Section 10.08. Additional

Guarantors; Reinstatement of Guarantees.

OI Group shall cause each Domestic

Subsidiary of OI Group (other than the Company) or any of its Restricted Subsidiaries that guarantees Indebtedness under the Credit Agreement,

including the reinstatement or renewal of a Guarantee of Indebtedness under the Credit Agreement previously released under the Credit

Agreement, to execute and deliver a supplement to this Indenture providing that such Domestic Subsidiary will be a Guarantor hereunder

and deliver an Opinion of Counsel and Officers’ Certificate to the Trustee within 30 days of the date on which it executes a Guarantee

under the Credit Agreement. Domestic Subsidiaries that are Guarantors on the date any such supplement is executed by an additional Domestic

Subsidiary shall not be required to become parties to such supplement and hereby agree to the execution and delivery by any additional

Domestic Subsidiary of any such supplement.

Section 10.09. Modification.

No modification, amendment

or waiver of any provision of this Article 10, nor the consent to any departure by the Guarantors therefrom, shall in any event

be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in

the specific instance and for the purpose for which given; it being understood that the release of the Guarantees of Guarantors pursuant

to Section 10.10 shall not be an amendment or waiver of any provision of this Article 10 and shall not require any action on

the part of the Trustee. No notice to or demand on the Guarantors in any case shall entitle the Guarantors to any other or further notice

or demand in the same, similar or other circumstances.

Section 10.10. Release

of Guarantor.

(a)            A

Guarantor shall be automatically released without any action on the part of the Trustee or the Holders from its obligations under this

Indenture and Guarantee:

(1) in connection with any sale, transfer or

other disposition of all or substantially all of the assets of that Guarantor (including

by way of merger or consolidation) to a Person that is not (either before or after giving

effect to such transaction) OI Group or a Restricted Subsidiary of OI Group; or

(2) in connection with any sale, transfer or

other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either

before or after giving effect to such transaction) OI Group or a Restricted Subsidiary of

OI Group.

The Trustee shall receive written notice of the

release of any Guarantor if such release is effected and, at the written direction of the Company, the Trustee shall execute an appropriate

instrument evidencing such release.

(b)            Upon

the release of a guarantee by a Domestic Subsidiary under the Credit Agreement, the Guarantee of such Domestic Subsidiary under this

Indenture shall be released and discharged at such time and, at the direction of the Company, the Trustee shall, subject to the terms

of this Indenture, execute an appropriate instrument evidencing such release.

the release and discharge from a Guarantor’s liability with respect to the Indebtedness giving rise to the requirement to provide

a Guarantee pursuant to Section 4.11 of this Indenture, the Guarantee of such Guarantor under this Indenture shall be released and

discharged at such time, provided that in the case of a Domestic Subsidiary only, such Domestic Subsidiary does not then guarantee

the Credit Agreement, and, at the direction of the Company, the Trustee shall execute an appropriate instrument evidencing such release.

(d)            Upon

defeasance or discharge of the Notes, as provided under Section 8.01 or Section 8.03, the Guarantee of such Guarantor under

this Indenture shall be released and discharged at such time and, at the direction of the Company, the Trustee shall, subject to the

terms of this Indenture, execute an appropriate instrument evidencing such release.

(e)            If

any such Domestic Subsidiary thereafter guarantees obligations under the Credit Agreement (or such released guarantee under the Credit

Agreement is reinstated or renewed), then such Domestic Subsidiary will Guarantee the Notes in accordance with this Article 10.

ARTICLE 11.

MISCELLANEOUS

Section 11.01. [Reserved].

Section 11.02. Notices.

Any notice or communication

by the Company, any Guarantor or the Trustee to the others is duly given if in writing in the English language (or, if not in the English

language, accompanied by a certified translation into English) and delivered in person or sent by first-class mail, facsimile transmission

or overnight air courier guaranteeing next-day delivery, addressed as follows:

If to the Company:

Owens-Brockway Glass Container Inc.

One Michael Owens Way

Perrysburg, OH 43551

Attention: Treasurer

with a copy to:

Owens-Illinois Group, Inc.

One Michael Owens Way

Perrysburg, OH 43551

Attention: Darrow Abrahams, Esq.

Telephone: (567) 336-5000

If to the Trustee:

Regions Bank

Corporate Trust

51 W Bay Street

2nd Floor

Jacksonville, FL 32202

Phone: 904.998.4995

Attention: Craig A. Kaye

The Company or the Trustee

by notice to the other may designate additional or different addresses for subsequent notices or communications.

All notices and communications

(other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five

Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile;

and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next-day delivery.

Except as otherwise provided

in this Indenture, any notice or communication to a Holder shall be mailed by first-class mail or facsimile transmission or overnight

courier to his address shown on the register kept by the Registrar. Failure to mail (or cause to be delivered) a notice or communication

to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If the Company mails (or causes to be

delivered) a notice or communication to Holders, it shall mail (or cause to be delivered) a copy to the Trustee at the same time.

If a notice or communication

is mailed or delivered in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives

it.

Section 11.03. [Reserved].

Section 11.04. Certificate

and Opinion as to Conditions Precedent.

Upon any request or application

by the Company to the Trustee or an Agent, as applicable, to take any action under this Indenture, the Company shall furnish to the Trustee

or such Agent (it being understood that no Officers’ Certificate or Opinion of Counsel shall be required in connection with the

issuance of any Notes as of the Issue Date), as applicable:

(a)            an

Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture

relating to the proposed action have been complied with; and

(b)            an

Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 11.05. Statements

Required in Certificate or Opinion.

Each certificate or opinion

with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificate provided for in Section 4.04)

shall include:

(1) a statement that the Person making such

certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope

of the examination or investigation upon which the statements or opinions contained in such

certificate or opinion are based;

(3) a statement that, in the opinion of such

Person, he or she has made such examination or investigation as is necessary to enable him

or her to express an informed opinion as to whether or not such covenant or condition has

been complied with; and

(4) a statement as to whether or not, in the

opinion of such Person, such condition or covenant has been complied with; provided, however,

that with respect to matters of fact an Opinion of Counsel may rely on an officer’s

certificate or certificates of public officials.

Section 11.06. Rules by

Trustee and Agents.

The Trustee as to Notes may

make reasonable rules for action by or at a meeting of Holders of Notes. The Registrar and any Paying Agent or Authenticating Agent

may make reasonable rules and set reasonable requirements for their functions.

Section 11.07. Legal

Holidays.

A “Legal Holiday”

is a Saturday, a Sunday or a day on which banking institutions in New York City, New York, are not required to be open. If a payment

date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday,

and no interest shall accrue for the intervening period.

Section 11.08. No

Recourse Against Others.

A past, present or future director,

officer, employee, incorporator or stockholder, as such, of the Company or any Guarantor, if any, or any successor corporation shall

not have any liability for any obligations of the Company or any Guarantor, if any, under the Notes, this Indenture or the Guarantees

of the Notes, if any, or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting

a Note waives and releases all such liability. The waiver and release are part of the consideration of issuance of the Notes.

Section 11.09. Counterparts.

This Indenture may be executed

by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken

together shall constitute one and the same agreement. The words “execution,” “signed,” “signature,”

“delivery,” and words of like import in or relating to this Indenture or any document to be signed in connection with this

Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall

be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based

recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic

means.

Section 11.10. Governing

Law.

This Indenture, the Notes and

the Guarantees of the Notes shall be governed by and construed in accordance with the laws of the State of New York.

Section 11.11. [Reserved]

Section 11.12. Severability.

In case any provision in this

Indenture or in the Notes 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 11.13. Effect

of Headings, Table of Contents, Etc.

The Article and Section headings

herein and the table of contents are for convenience only and shall not affect the construction hereof.

Section 11.14. Successors

and Assigns.

All covenants and agreements

of the Company in this Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in this Indenture

shall bind its successor.

Section 11.15. No

Interpretation of Other Agreements.

This Indenture may not be used

to interpret another indenture, loan or debt agreement of the Company or any Subsidiary. Any such indenture, loan or debt agreement may

not be used to interpret this Indenture.

Section 11.16. Patriot

Act.

In order to comply with the

laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation,

those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the

United States (“Applicable AML Law”), the Trustee and Agents are required to obtain, verify, record and update certain

information relating to individuals and entities which maintain a business relationship with the Trustee and Agents. Accordingly, each

of the parties agree to provide to the Trustee and Agents, upon their request from time to time such identifying information and documentation

as may be available for such party in order to enable the Trustee and Agents to comply with Applicable AML Law.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused

this Indenture to be duly executed and all as of the date first above written.

OWENS-BROCKWAY GLASS CONTAINER INC.

By:

/s/

Catalina Sierra

Name:

Catalina Sierra

Title:

Vice President, Treasurer

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/ John A. Haudrich

Name: John A. Haudrich

[Indenture Signature Page]

REGIONS

BANK, as Trustee

By:

/s/

Kristine Prall

Name: Kristine Prall

Title: Vice President

[Indenture Signature Page]

ANNEX A

Name

of Entity

Title

of Officer Executing on Behalf of Such Entity

Australia Inc.

President

General FTS Inc.

President

O-I

Packaging Solutions LLC

President

Owens-Illinois

Group, Inc.

Assistant

Treasurer

Owens-Brockway

Packaging, Inc.

Vice

President and Assistant Treasurer

Owens-Illinois

General Inc.

President,

Chairman and Chief Executive Officer

ANNEX A

EXHIBIT A

FORM OF CERTIFICATE OF TRANSFER

Owens-Brockway Glass Container Inc.

c/o Owens-Illinois Group, Inc.

One Michael Owens Way

Perrysburg, OH 43551

Attention: Treasurer

Re:  9.500% Senior Notes due 2033

(CUSIP/ISIN __________)

Reference is hereby made to

the Indenture, dated as of May 18, 2026 (the “Indenture”), by and among Owens-Brockway Glass Container Inc.,

a Delaware corporation, as issuer (the “Company”), the Guarantors and Regions Bank, a state banking corporation existing

under the laws of the State of Alabama, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them

in the Indenture.

_______________ (the “Transferor”)

owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $______

in such Note[s] or interests (the “Transfer”), to __________ (the “Transferee”), as further specified

in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.            ¨   Check

if Transferee will take delivery of a beneficial interest in a 144A Global Security or a Definitive Security pursuant to Rule 144A.

The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended

(the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or

Definitive Security is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial

interest or Definitive Security for its own account, or for one or more accounts with respect to which such Person exercises sole investment

discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A

in a transaction meeting, the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities

laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the

transferred beneficial interest or Definitive Security will be subject to the restrictions on transfer enumerated in the Private Placement

Legend printed on the 144A Global Security and/or the Definitive Security and in the Indenture and the Securities Act.

2.            ¨   Check

if Transferee will take delivery of a beneficial interest in a Regulation S Global Security or a Definitive Security pursuant to Regulation

S. The Transfer is being effected pursuant to and in accordance

with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the

Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was

outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee

was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities

market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the

United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or

Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the

registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted

Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an initial purchaser).

Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive

Security will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global

Security and/or the Definitive Security and in the Indenture and the Securities Act.

A-1

3.            ¨   Check

and complete if Transferee will take delivery of a beneficial interest in the Global Security or a Definitive Security pursuant to any

provision of the Securities Act other than Rule 144A or Regulation S.

The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Securities

and Restricted Definitive Securities and pursuant to and in accordance with the Securities Act and any applicable blue sky securities

laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)            ¨   such

Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

(b)            ¨   such

Transfer is being effected to the Company or a Subsidiary thereof;

Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus

delivery requirements of the Securities Act.

4.            ¨   Check

if Transferee will take delivery of a beneficial interest in an Unrestricted Global Security or an Unrestricted Definitive Security.

(a)            ¨   Check

if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144

under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities

laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement

Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance

with the terms of the Indenture, the transferred beneficial interest or Definitive Security will no longer be subject to the restrictions

on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities, on Restricted Definitive Securities

and in the Indenture.

(b)            ¨   Check

if Transfer is pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903

or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable

blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and

the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed

Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will no longer be

subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities, on Restricted

Definitive Securities and in the Indenture.

A-2

if Transfer is pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption

from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with

the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and

(ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain

compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred

beneficial interest or Definitive Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend

printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture.

Unless one of the boxes is

checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the

registered Holder thereof; provided, however, that the Company or the Trustee may require, prior to registering any such

transfer of the Notes, such legal opinions, certifications and other information as the Company or the Trustee has reasonably requested

to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements

of the Securities Act.

This certificate and the statements

contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]

By:

Name:

Title:

Dated: __________________

A-3

ANNEX A TO CERTIFICATE OF TRANSFER

1.            The

Transferor owns and proposes to transfer the following:

[CHECK ONE]

(a)            ¨   a

beneficial interest in the:

(i)            ¨   144A

Global Security (CUSIP/ISIN ____), or

(ii)           ¨   Regulation

S Global Security (CUSIP/ISIN ____), or

(b)            ¨   a

Restricted Definitive Security.

2.            After

the Transfer the Transferee will hold:

[CHECK ONE]

(a)            ¨   a

beneficial interest in the:

(i)            ¨   144A

Global Security (CUSIP/ISIN ________), or

(ii)           ¨   Regulation

S Global Security (CUSIP/ISIN ________), or

(iii)          ¨   Unrestricted

Global Security (CUSIP/ISIN _______), or

(b)            ¨   a

Restricted Definitive Security; or

Unrestricted Definitive Security,

in accordance with the terms of the Indenture.

A-4

EXHIBIT B

FORM OF CERTIFICATE OF EXCHANGE

Owens-Brockway Glass Container Inc.

c/o Owens-Illinois Group, Inc.

One Michael Owens Way

Perrysburg, OH 43551

Attention: Treasurer

Re:  9.500% Senior Notes due 2033

(CUSIP/ISIN __________)

Reference is hereby made to

the Indenture, dated as of May 18, 2026 (the “Indenture”), by and among Owens-Brockway Glass Container Inc.,

A Delaware corporation, as issuer (the “Company”), the Guarantors and Regions Bank, a state banking corporation existing

under the laws of the State of Alabama, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them

in the Indenture.

__________________ (the “Owner”)

owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such

Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1.            Exchange

of Restricted Definitive Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive Securities or

Beneficial Interests in an Unrestricted Global Security

(a)            ¨   Check

if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security.

In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a beneficial interest in

an Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired

for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions

applicable to the Global Securities and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the

“Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend

are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global

Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)            ¨   Check

If Exchange is from Restricted Definitive Security to beneficial interest in an Unrestricted Global Security. In connection with

the Owner’s Exchange of a Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security, the Owner

hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such

Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Securities and pursuant to

and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement

Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired

in compliance with any applicable blue sky securities laws of any state of the United States.

B-1

if Exchange is from Restricted Definitive Security to Unrestricted Definitive Security. In connection with the Owner’s

Exchange of a Restricted Definitive Security for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Unrestricted

Definitive Security is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in

compliance with the transfer restrictions applicable to Restricted Definitive Securities and pursuant to and in accordance with the Securities

Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to

maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Security is being acquired in compliance with any

applicable blue sky securities laws of any state of the United States.

2.            Exchange

of Restricted Definitive Securities for Restricted Definitive Securities or Beneficial Interests in Restricted Global Securities

(a)            ¨   Check

if Exchange is from Restricted Definitive Security to beneficial interest in a Restricted Global Security. In connection with

the Exchange of the Owner’s Restricted Definitive Security for a beneficial interest in the [CHECK ONE] __144A Global Security,

___ Regulation S Global Security with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being

acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer

restrictions applicable to the Restricted Global Securities and pursuant to and in accordance with the Securities Act, and in compliance

with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance

with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private

Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act.

The Company or the Trustee

may require, prior to registering any exchange of the Notes, such legal opinions, certifications and other information as the Company

or the Trustee has reasonably requested to confirm that such exchange is being made pursuant to an exemption from, or in a transaction

not subject to, the registration requirements of the Securities Act.

This certificate and the statements

contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Owner]

By:

Name:

Title:

Dated: __________________

B-2

EXHIBIT C

FORM OF GUARANTEE

For value received, the undersigned

(including any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth

in the Indenture and subject to the provisions in the Indenture dated as of May 18, 2026, as such Indenture may be supplemented

or amended (the “Indenture”) by and among Owens-Brockway Glass Container Inc. (the “Company”),

the Guarantors listed on the signature pages thereto, and Regions Bank, a state banking corporation existing under the laws of the

State of Alabama as Trustee (“Trustee”), (a) the due and punctual payment of Principal of and interest on the

Notes (as defined in the Indenture), whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary

obligations of the Company under the Indenture (including obligations to the Trustee and any Agent) with respect to the Notes and (b) the

due and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture with respect

to the Notes. The obligations of the undersigned to the Holders of such Notes and to the Trustee pursuant to this Guarantee and the Indenture

are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of this

Guarantee. The undersigned further agree that the obligations may be extended or renewed, in whole or in part, without notice or further

assent from the undersigned, and that the undersigned will remain bound under Article 10 of the Indenture notwithstanding any extension

or renewal of any obligation.

The terms of the Indenture,

including, without limitation, Article 10 of the Indenture, are incorporated herein by reference. Capitalized terms used herein

shall have the meanings assigned to them in the Indenture unless otherwise indicated.

This Guarantee shall be governed

by and construed in accordance with the laws of the State of New York.

[Name of Guarantor]

By:

Name:

Title:

C-1

EXHIBIT D

[FORM OF NOTE]

[Insert the Global Security Legend, if

applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if

applicable pursuant to the provisions of the Indenture]

[Insert, if applicable, the Regulation

S Legend, pursuant to the provisions of the Indenture]

[Insert the ERISA Legend]

D-1

OWENS-BROCKWAY

GLASS

CONTAINER INC.

9.500%

Senior Notes due 2033

Number:

ISIN

____________1

$________

CUSIP

No. _________2

OWENS-BROCKWAY GLASS

CONTAINER INC., a Delaware corporation (the “Company”), for value received, hereby promises to pay to Cede & Co.,

as nominee of The Depository Trust Company, or registered assigns, the principal sum of            DOLLARS

($_________) on June 1, 2033.

Interest Payment Dates: June 1 and December 1,

commencing ______________.

Record Dates: May 15 and November 15.

Additional provisions of this Note are set forth

below following the signature of the authorized officer of the Company.

1 Rule 144A: US69073TAW36 / Regulation S: USU68337AQ46

2 Rule 144A: 69073T AW3 / Regulation S: U68337 AQ4

D-2

IN WITNESS WHEREOF, the Company

has caused this Note to be signed manually, electronically or by facsimile by its duly authorized officer.

OWENS-BROCKWAY GLASS CONTAINER INC.

By:

Name:

Title:

Dated: [               ] [    ], 20[   ]

D-3

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned

Indenture.

REGIONS BANK, as Trustee

By:

Name:

Title:

Dated: [ ] [ ], 20[ ]

D-4

OWENS-BROCKWAY GLASS CONTAINER INC.

9.500% SENIOR NOTES DUE 2033

Capitalized terms used herein

shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. Interest

OWENS-BROCKWAY GLASS CONTAINER

INC., a Delaware corporation (such entity, and its successors and assigns under the Indenture hereinafter referred to, being herein called

the “Company”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. Interest

on this Note shall accrue from the most recent interest payment date to which interest has been paid or provided for, as the case may

be, or, if no interest has been paid, from and including [the date of issuance of Initial Notes or the last interest payment date

prior to the issuance of any Additional Notes, as applicable]; interest on this Note shall be payable semi-annually on June 1

and December 1 of each year until maturity, or, if such day is not a Business Day, on the next succeeding Business Day and no interest

shall accrue for the intervening period (each, an “Interest Payment Date”), commencing on ; and interest on this Note

shall be payable to holders of record on the May 15 and November 15 immediately preceding the applicable Interest Payment Date.

Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay defaulted interest on overdue

interest, plus (to the extent lawful) any interest payable on the defaulted interest, as provided in Section 2.11 of the Indenture.

2. Method of Payment

The Company will pay interest

on this Note (except defaulted interest) to the Persons who are holders (“Holders”) of record in the note register

of the Company (the “Register”) of this Note at the close of business on the May 15 and November 15 (each,

a “Record Date”) next preceding the Interest Payment Date, in each case even if the Note is cancelled solely by virtue

of registration of transfer or registration of exchange after such Record Date. The Company will pay Principal and interest in money

of the United States that at the time of payment is legal tender for payment of public and private debts. If a Holder of Notes holds

Notes as Definitive Securities and has given wire instructions to the Company, the Company will pay all Principal of and interest on

this Note in accordance with those instructions, and this Note may be exchanged or transferred, at the office or agency of the Company

in the Borough of Manhattan, the City of New York (which initially will be a Corporate Trust Office of the Trustee); provided that,

at the option of the Company, payment of interest may be made by check mailed to the address of each Holder as such address appears in

the Register; provided further that payment by wire transfer of immediately available funds will be required with respect to Principal

of and interest on all Global Securities in accordance with the procedures of DTC and all other Notes the Holders of which will have

provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States

as at the time of payment is legal tender for payment of public and private debts.

D-5

3. Paying Agent and Registrar

Initially, Regions Bank, a

state banking corporation existing under the laws of the State of Alabama (the “Trustee”), will also act as Paying

Agent and Registrar for the Notes. The Company may appoint and change any Paying Agent, Registrar or co-Registrar without notice to any

Holder. The Company or any of its Restricted Subsidiaries may act as Paying Agent, Registrar or co-Registrar.

4. Indenture

The Company issued this Note

under an Indenture dated as of May 18, 2026 among the Company, the Guarantors and the Trustee (the “Indenture”).

This Note is a series designated as the “9.500% Senior Notes due 2033” of the Company. The Company may issue Additional Notes

of this series after this Note has been issued. The Notes of this series and any Additional Notes of this series subsequently issued

under the Indenture shall be treated as a single class for all purposes under the Indenture, including, without limitation, waivers,

amendments, redemptions and offers to purchase; provided that Additional Notes will not be issued with the same CUSIP or ISIN,

as applicable, as the Notes of this series unless such Additional Notes are fungible with the Notes of this series for U.S. federal income

tax purposes. The terms of this Note include those stated in the Indenture. This Note is subject to all such terms, and Holders are referred

to the Indenture for a statement of those terms. Any conflict between the terms of this Note and the Indenture will be governed by the

Indenture.

5. Optional Redemption

On and after June 1, 2029,

the Company may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice to Holders as provided

under Section 3.02 and Section 3.03 of the Indenture, at the following redemption prices (expressed as a percentage of principal

amount), plus accrued and unpaid interest to (but not including) the redemption date (subject to the right of Holders of record on the

relevant record date to receive interest due on the Notes on the relevant interest payment date), if redeemed during the 12-month period

commencing on June 1 of the years set forth below:

Year

Redemption Price

2029

104.750 %

2030

102.375 %

2031 and thereafter

100.000 %

D-6

At any time prior to June 1,

2029, the Company may redeem on any one or more occasions up to 40% of the aggregate principal amount of the Notes (calculated after

giving effect to any issuance of Additional Notes), upon not less than 10 nor more than 60 days’ prior notice to Holders as provided

under Section 3.02 and Section 3.03 of the Indenture, at a redemption price of 109.500% of the principal amount thereof, plus

accrued and unpaid interest to (but not including) the redemption date, with the net cash proceeds of one or more Equity Offerings to

the extent the net cash proceeds thereof are contributed to the Company or used to purchase from the Company Capital Stock of the Company;

provided that:

(1) at least 50% of the aggregate principal

amount of the Notes (calculated after giving effect to any issuance of Additional Notes)

remains outstanding immediately after the occurrence of such redemption (excluding notes

held by OI Glass (or any Parent) and its Subsidiaries) (unless all notes are redeemed substantially

concurrently therewith); and

(2) the redemption must occur within 180 days

of the date of the closing of such Equity Offering.

At any time prior to June 1,

2029, the Company may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice to Holders as

provided under Section 3.02 and Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount

of the Notes to be redeemed, plus the Applicable Premium as of, and accrued and unpaid interest to (but not including), the redemption