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Exhibit 4.5
EXECUTION COPY
ADDITIONAL SUPPLEMENTAL INDENTURE
ADDITIONAL SUPPLEMENTAL INDENTURE (this "ADDITIONAL SUPPLEMENTAL
INDENTURE"), dated as of December 18, 2002, among Owens-Brockway Glass Container
Inc., a Delaware corporation (the "COMPANY"), the Guarantors (as defined in the
Indenture) and U.S. Bank National Association, a national banking association,
as trustee (the "TRUSTEE").
W I T N E S S E T H
WHEREAS, the Company has executed and delivered to the Trustee the Third
Supplemental Indenture (the "ORIGINAL SUPPLEMENTAL INDENTURE"), dated as of
November 13, 2002, a supplement to an indenture (the "INDENTURE"), dated as of
January 24, 2002, among the Company, the Guarantors and the Trustee, pursuant to
which the Company issued $450,000,000 aggregate principal amount of its 8 3/4%
Senior Secured Notes due 2012 (the "INITIAL NOTES");
WHEREAS, Section 2.01 of the Indenture provides for the future issuance,
from time to time, by the Company of Additional Securities (the "ADDITIONAL
NOTES") as part of the same series as the Initial Notes and the Original
Supplemental Indenture provides for an unlimited aggregate principal amount of
Initial Notes which may be authenticated and delivered as provided in the
Indenture;
WHEREAS, the Company now desires to issue Additional Notes in an aggregate
principal amount of $175,000,000 (the "NEW NOTES");
WHEREAS, Section 9.01 of the Indenture provides that a supplemental
indenture may be entered into by the Company, the Guarantors and the Trustee
without the consent of any holder of any Securities to, INTER ALIA, establish
the terms of any Securities as permitted by Section 2.01 of the Indenture,
PROVIDED certain conditions are met;
WHEREAS, the conditions set forth in the Indenture for the execution and
delivery of this Additional Supplemental Indenture have been satisfied; and
WHEREAS, all things necessary to make this Additional Supplemental
Indenture a valid agreement of the Company, the Guarantors and the Trustee, in
accordance with its terms, and a valid amendment of, and supplement to, the
Original Supplemental Indenture and the Indenture have been done.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company
and the Guarantors mutually covenant and agree with the Trustee, for the equal
and proportionate benefit of all holders of the New Notes, that the Indenture
and the Original Supplemental Indenture are supplemented and amended, to the
extent and for the purposes expressed herein, as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Original Supplemental Indenture.
2. ISSUANCE OF ADDITIONAL NOTES. (a) The issuance under the Original
Supplemental Indenture of the New Notes is hereby authorized. The New Notes (i)
shall constitute Additional Notes for all purposes of the Indenture, as
supplemented by the Original Supplemental Indenture, (ii) shall have the
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same terms as the Initial Notes and (iii) shall be substantially in the form of
Exhibits D-1 or D-2 attached as exhibits to the Original Supplemental Indenture.
(b) Such New Notes may, upon execution of this Additional Supplemental
Indenture, be executed by the Company and delivered to the Trustee for
authentication as provided in Section 2.02 of the Indenture.
3. CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT. If and
to the extent that any provision of this Additional Supplemental Indenture
limits, qualifies or conflicts with another provision included in this
Additional Supplemental Indenture or in the Indenture or Original Supplemental
Indenture which is required to be included herein or therein by any of Sections
310 to 317, inclusive, of the Trust Indenture Act of 1939, such required
provision shall control.
4. NEW YORK LAW TO GOVERN. THIS ADDITIONAL SUPPLEMENTAL INDENTURE AND THE
NEW NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
5. COUNTERPARTS. This Additional Supplemental Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
6. EFFECT OF HEADINGS. The section headings herein are for convenience only
and shall not affect the construction hereof.
7. SEVERABILITY OF PROVISIONS. In case any provision of this Additional
Supplemental Indenture or in the New 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.
8. SUCCESSORS AND ASSIGNS. All covenants and agreements in this Additional
Supplemental Indenture by the parties hereto shall bind their respective
successors and assigns and inure to the benefit of their respective successors
and assigns, whether so expressed or not.
9. BENEFITS OF SUPPLEMENTAL INDENTURE. Nothing in this Additional
Supplemental Indenture, express or implied, shall give to any Person, other than
the parties hereto, any Registrar, any Paying Agent and their successors
hereunder, and the Holders of the New Notes, any benefit or any legal or
equitable right, remedy or claim under this Additional Supplemental Indenture.
10. ONE INSTRUMENT. The Indenture, the Original Supplemental Indenture and
this Additional Supplemental Indenture shall be read, taken and construed as one
and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Additional
Supplemental Indenture to be duly executed, all as of the date first above
written.
OWENS-BROCKWAY GLASS CONTAINER INC.
By: /s/ James W. Baehren
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Name: James W. Baehren
Title: Vice President
On behalf of each entity named on the
attached ANNEX A, in the capacity set
forth for such entity on such ANNEX A
By: /s/ James W. Baehren
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Name: James W. Baehren
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By: /s/ Frank P. Leslie III
--------------------------------------
Name: Frank P. Leslie III
Title: Vice President
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ANNEX A
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<Caption>
TITLE OF OFFICER EXECUTING ON
NAME OF ENTITY BEHALF OF SUCH ENTITY
- -------------- ---------------------
ACI America Holdings Inc. Vice President and Secretary
Anamed International, Inc. Vice President and Secretary
BriGam Medical, Inc. Vice President and Secretary
BriGam Ventures, Inc. Vice President and Secretary
BriGam, Inc. Vice President and Secretary
Brockway Realty Corporation Vice President and Secretary
Brockway Research, Inc. Vice President and Secretary
Continental PET Technologies, Inc. Vice President and Secretary
MARC Industries, Inc. Vice President and Secretary
Martell Medical Products, Incorporated Vice President and Secretary
NHW Auburn, LLC Vice President and Secretary
of its sole member
OB Cal South Inc. Vice President and Secretary
OI AID STS Inc. Vice President and Secretary
OI Auburn Inc. Vice President and Secretary
OI Australia Inc. Vice President and Secretary
OI Brazil Closure Inc. Vice President and Secretary
OI California Containers Inc. Vice President and Secretary
OI Castalia STS Inc. Vice President and Secretary
OI Consol STS Inc. Vice President and Secretary
OI Ecuador STS Inc. Vice President and Secretary
OI Europe & Asia Inc. Vice President and Secretary
OI General Finance Inc. Vice President and Secretary
ANNEX A-1
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OI General FTS Inc. Vice President and Secretary
O-I Health Care Holding Corp. Vice President and Secretary
O-I Holding Company, Inc. Vice President and Secretary
OI Hungary Inc. Vice President and Secretary
OI International Holdings Inc. Vice President and Secretary
OI Levis Park STS Inc. Vice President and Secretary
OI Medical Holdings Inc. Vice President and Secretary
OI Medical Inc. Vice President and Secretary
OI Peru STS Inc. Vice President and Secretary
OI Plastic Products FTS Inc. Vice President and Secretary
OI Poland Inc. Vice President and Secretary
OI Puerto Rico STS Inc. Vice President and Secretary
OI Regioplast STS Inc. Vice President and Secretary
OI Venezuela Plastic Products Inc. Vice President and Secretary
OIB Produvisa Inc. Vice President and Secretary
Overseas Finance Company Vice President and Secretary
Owens-BriGam Medical Company Vice President and Secretary
of each general partner
Owens-Brockway Glass Container Trading Company Vice President and Secretary
Owens-Brockway Packaging, Inc. Vice President and Secretary
Owens-Brockway Plastic Products Inc. Vice President and Secretary
Owens-Illinois Closure Inc. Vice President and Secretary
Owens-Illinois General Inc. Vice President and Secretary
Owens-Illinois Group, Inc. Vice President, Director of
Finance and Secretary
ANNEX A-2
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Owens-Illinois Prescription Products Inc. Vice President and Secretary
Owens-Illinois Specialty Products Puerto Rico, Inc. Vice President and Secretary
Product Design & Engineering, Inc. Vice President and Secretary
Seagate, Inc. Vice President and Secretary
Seagate II, Inc. Vice President and Secretary
Seagate III, Inc. Vice President and Secretary
Specialty Packaging Licensing Company Vice President and Secretary
Universal Materials, Inc. Vice President and Secretary
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ANNEX A-3