EX-4.1 3 a2093372zex-4_1.htm EXHIBIT 4.1
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Exhibit 4.1


OWENS-BROCKWAY GLASS CONTAINER INC.
Issuer
and
The Guarantors set forth in Annex A attached hereto


Second Supplemental Indenture
dated as of August 5, 2002
87/8% Senior Secured Notes due 2009


U.S. Bank National Association
Trustee



        Second Supplemental Indenture, dated as of August 5, 2002 (the "Second Supplemental Indenture"), to the Indenture, dated as of January 24, 2002, as amended or supplemented prior to the date hereof (the "Indenture"), among 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 duly authorized, executed and delivered to the Trustee the Indenture, pursuant to which the Company issued $1,000,000,000 principal amount of its 8?% Senior Secured Notes due 2009 (the "Notes");

        WHEREAS, in connection with the Company's offer to exchange the Notes for 8?% Senior Secured Notes due 2009 which have been registered under the Securities Act of 1933, the Commission has requested that the Indenture be amended to comply with Section 314(d) of the TIA;

        WHEREAS, the Company, the Guarantors and the Trustee desire to amend Section 11.03 of the Indenture to comply with the TIA as requested by the Commission;

        WHEREAS, Section 9.01 of the Indenture provides that the Indenture may be supplemented or amended by the Company, the Guarantors and the Trustee as to the Notes without the consent of any holder of the Notes to, inter alia, comply with any requirements of the Commission in connection with the qualification of the Indenture under the TIA;

        WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Second Supplemental Indenture have been satisfied; and

        WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the Company, the Guarantors and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done.

        NOW THEREFORE:

        In consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledge, the Company, the Guarantors and the Trustee hereby agree as follows:


ARTICLE 1.

AMENDMENT TO THE INDENTURE

Section 1.01. Amendment to Article 11.

        Section 11.03 of the Indenture is hereby amended by deleting the first sentence of the final paragraph of such Section 11.03.


ARTICLE 2.

Miscellaneous

Section 2.01. Defined Terms.

        Unless otherwise provided in this Second Supplemental Indenture, all defined terms used in this Second Supplemental Indenture shall have the meanings assigned to them in the Indenture.

Section 2.02. New York Law to Govern.

        THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



Section 2.03. Counterparts.

        This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

Section 2.04. Effect of Headings.

        The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 2.05. Severability of Provisions.

        In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.06. Successors and Assigns.

        All covenants and agreements in this Second Supplemental Indenture by the parties hereto shall bind their respective successors and assigns and inure to the benefit of their respective successors and assigns, whether so expressed or not.

        IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.

    OWENS-BROCKWAY GLASS CONTAINER INC.

 

 

By:

/s/  
JAMES W. BAEHREN      
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      
Name: James W. Baehren

 

 

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

 

 

By:

/s/  
FRANK P. LESLIE      
Name: Frank P. Leslie
Title: Vice President

ANNEX A

Name of Entity

  Title of Officer Executing on
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

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

Name of Entity

  Title of Officer Executing on
Behalf of Such Entity

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

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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ARTICLE 1. AMENDMENT TO THE INDENTURE
ARTICLE 2. Miscellaneous